Please read carefully this Merchant Agreement (the “Agreement”) is entered into by and between Netel Information & Services Ltd. (“NETELIS”), and You, your heirs, assign, agents, contractors or other entity (collectively, “Merchant”) and are made effective as of the date of electronic execution.
The individual, company or other entity named in the application and registration form relating to this Agreement (the “Application Form”), which is represented by the individual or company whose details are provided in the application (unless expressly stated otherwise, such the individual and the company named in the application shall be referred to as “You”).
This Agreement sets forth the Terms of Service of your use of YoPoint App (“YoPoint”) and Online Shop Platform of YoPoint operated by NETELIS (hereinafter referred as “Yo+”), and represents the entire Agreement between You and NETELIS concerning the subject matter hereof. By using Yo+, You acknowledge and agree that You have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies.
- I. Acceptance of Terms
- 1. This Agreement includes all text and content of the Agreement, and all types of rules that have been published or will be announced in future by YoPoint. All rules are an integral part of this Agreement, and shall have equal legal force. Unless otherwise explicitly stated, any of the Yo+ and its associated software, features and services provided (hereinafter referred as “YoPoint Platform Service”) shall be bound by the Terms of Service of this Agreement.
- 2. You should carefully read the entire Agreement before using the Yo+ service. If You have any question about the Agreement, kindly consult Yo+. By accessing and using the Yo+ service, whether or not You have fully read through the Agreement before using the service, or obtained answers to your inquiries, You will nevertheless agree to be legally bound by the provisions of this Agreement, and shall not advocate of the invalidity or rescission of the Agreement.
- 3. You hereby accept and agree to abide by and comply with this Agreement. If You do not agree to be bound by this Agreement in its entirety, You must immediately stop the registration process or stop using the Yo+ service.
- 4. Yo+ has the rights to formulate, revise this Agreement and/or various types of rules, from time to time whenever necessary, via App announcement and notification and without giving any prior notice to the individual Merchant. The amended and restated Agreement and rules shall be effective immediately upon posting on the App. If You do not agree to the relevant changes of this Agreeement, please do not use the Yo+ service. Your continued use of the Yo+ service shall be deemed acceptance of the amended Terms of Service.
- II. Registration
- 1. Registration Eligibility
- Upon completing the registration process, You acknowledge that You should possess the capacity of civil rights and full civil capability as a natural person, legal entities or other organizations. If You do not qualify for the aforesaid eligibility requirements, You and your guardian shall bear all the consequences thereof. Yo+ has the rights to cancel (permanently freeze) your Yo+ account and that may make any claims against You and your guardian.
- 2. Merchant Account
- Upon signing the Agreement and completing the registration of the online shop, Yo+ will provide You with a Yo+ account (hereinafter referred as “Merchant Account”).
- You are solely responsible for maintaining the security of your Merchant Account and all activities conducted through your Merchant Account. Unless otherwise required by law or judicial decision with the consent of Yo+, the Merchant Account shall not be transferred, gifted or inherited. If any person is found to be inappropriate use of your Merchant Account, or upon discovering any situation of other potentially compromised accounts security, You should immediately notify Yo+ in an effective way, and request for temporarily suspend the related services. You understand that Yo+ requires a reasonable time to take further action on your request. Yo+ does not take any responsibility for the consequences before any action is taken (including but not limited to any of your loss).
- For the convenient access to your Yo+ service and other YoPoint platform services (hereinafter referred as “Other Services”), You shall agree and authorize Yo+ to transfer the information that You entered during the sign-up process, to the YoPoint platform that provide relevant services to You.
- III. Yo+ Service
- 1. By using Yo+ and its associated Other Services, Merchant may release the transaction information via Yo+ service, deal and conduct transaction with the Users, evaluate the user experience, participate in the activities organized by Yo+ as well as using other information services and technology.
- 2. When a dispute between You and other Users in the transaction process occurring on or through the Yo+ platform, both parties shall attempt to resolve the dispute amicably through negotiations between the Merchant and the User. Yo+ is merely providing technical support and does not establish a trading relationship with Users. YoPoint does not undertake any legal responsibility whatsoever caused by or arising from the transaction process.
- 3. You understand and agree that Yo+ has the rights to provide the registration information entered by You in the Yo+platform, the transaction records and other necessary information to the government bodies (including judicial and administrative departments) upon request. If You are suspected of infringing intellectual property rights, Yo+ also has the rights to provide necessary identity information of You to the rights holder for a preliminary judgment concerning the presence of infringements.
- IV. Use of Yo+ Service
- 1. By using the Yo+ service, You promise to abide by the following rules and regulations:
- A) All behaviors in the course of using the Yo+ service must be in compliance with national laws, legislations, normative documents, other rules, regulations and requirements of the Yo+ platform; that is not contrary to the public interest or public morals, will not infringe the rights of others, may not violate this Agreement and its relevant terms and conditions. You shall be held legally responsible on your own behalf for any legal consequences due to a breach of promise and You shall hold Yo+ harmless from and against any loss.
- B) During a user transaction process, observe the principles of honest and good faith, do not adopt any unfair competition, do not disturb normal online transaction order, and do not engage in any conduct unrelated to online trading.
- C) Do not publish any information of the products and services that are prohibited or restricted for sale by the country (unless legal permission and sufficient consent was obtained); do not publish goods or services information that could be alleged infringement of intellectual property rights or other legitimate rights and interests; do not publish any information of which would be contrary to the public interest or public morals, or any information of the products and services that Yo+ considered unsuitable for sale at the Yo+ platform; do not publish information or material of other suspected illegal activity or in violation of this Agreement and its various types of rules.
- D) Do not critique other Users by fabricated or distorted facts; do not create or raise your credit through improper way; do not create or increase (decrease) credits of other Users through inappropriate way.
- E) Do not use any data on the Yo+ platform for any commercial purposes; including but not limited to copy or distribute in any way the information displayed on the Yo+ platform, without prior written consent from Yo+.
- 2. You understand and agree that:
- A) Yo+ reserves the right, in its sole discretion, to determine if there was a breach of promise, and handle the found results according to the applicable rules, or we may terminate your service without prior notice to You.
- B) Upon the effective legal instruments of the national administrative or judicial authorities affirm that You contravene the rules or infringe of any rights, or according to Yo+ own judgment to believe that Your behavior may violate this Agreement and/or the terms of rules, or suspected violation of laws, rules and regulations, Yo+ has the right to publicly announces your suspected illegal action or breach of contract at the Yo+ platform, as well as the measures that has been taken by Yo+ against You.
- C) For the information of alleged violations of the legitimate rights of others or in violation of this Agreement and/or the rules, which You posted on the Yo+ platform, Yo+ reserves the right to delete or remove it without notice to You. Furthermore, punishments shall be given in accordance with the stipulations of these rules.
- D) For your conducts on the Yo+ platform, including behavior that may have not conducted but have an impact on the Yo+ platform and other Users, Yo+ has the right to unilaterally determine the nature of your behavior whether it constitutes a breach of this Agreement and/or rules, thus proper action will be taken. You should keep evidence of all your own conducts, and assume full responsibility for any adverse consequences if You are unable to present sufficient evidence.
- E) You shall be held legally responsible on your own behalf for any damage or loss incurred in connection with any third party caused by the alleged breach of promise and You shall hold Yo+ harmless from and against any loss or any increases in costs.
- F) If You are suspected of violating the provisions of the law or this Agreement, where the Yo+ suffering a loss or subject to any claim by a third party, or imposition of penalties by any of the administrative departments, You should compensate Yo+ for any losses and/or expenses whatsoever, including reasonable attorneys' fees.
- V. Activation of YoCash Function
- You are well aware, when You register for the activation of Yo+, the YoCash function is activated by default at the same time. You promise to comply with the following rules and regulations:
- 1. You accept that the local currency in YoCash transactions is equivalent to electronic currency and be used to purchase from Merchant goods or services provided of equivalent value.
- 2. You shall bear the responsibility of any violation against its national laws, regulations and rules under the relevant financial practices and of any complaint, return and dispute from Users as a result of false information, worn out condition or inaccuracy on its goods and services.
- 3. When carrying out YoCash transaction, You shall comply with the YoCash operation guide provided and check for any discrepancy between the transaction amount in the App and that in any other message received. If any sight of fraud or any other doubt is detected, You shall contact YoCash immediately. You shall be fully liable for all economic losses from accepted businesses that did not comply with the requirements.
- 4. You shall accept that payment for any purchase transaction is effected by using the cash money value stored in the User’s YoCash account. The use of YoCash shall be deemed to have been paid in cash. You cannot increase the price of merchandise, or provide a discount to its customers for cash payments.
- 5. Each time the User uses the YoCash Service to carry out a purchase transaction, YoCash shall add to the Merchant’s YoCash account an amount that is corresponding to the value of such purchase transaction and where applicable, a processing fee as may be determined from time to time for such transaction.
- 6. Upon approval of the Merchant application and registration, YoCash account will be set up for transaction details of the Merchant and User, recording income, payment, redemption and / or transfer.
- 7. Should You perform a cancellation or refund to the YoCash User, You shall do so through the YoPoint App.
- 8. You shall not refund in cash to YoCash User, or else should bear all the risks and dispute resulted. YoCash will only accept refund application within 12 months from the transaction date.
- 9. You agree to pay YoCash a percentage of each transaction as transaction fee. Such transaction fee shall not be shifted to the YoCash User.
- 10. You acknowledge and agree that YoCash is not under any obligation whatsoever to issue monthly statements or transaction summaries for transactions conducted through the YoCash Service.
- 11. You may access to the YoCash account and view the balance of account, statement of account and transaction history for the preceding ninety (90) days.
- 12. You are responsible for maintaining the confidentiality of the YoCash account. You shall be responsible for all activities that occur under the account and accordingly, You shall immediately notify us of any unauthorized use of the account.
- 13. For YoCash settlement, request should be instructed only after the transaction details through YoCash have been confirmed. YoCash shall pay the Settlement amount to the your bank account between five (5) to ten (10) working days after receiving the instruction.
- 14. Payments of the Settlement will be effected only if the accumulated amount payable to You has reached the minimum amount. If this minimum amount is not reached in a particular settlement period, the settlement payment amount will be carried forward to the following settlement period until the minimum amount is reached.
- 15. If the settlement day falls on a non-working day, or due to any technical delays or malfunctions of the relevant systems, the settlement day shall be postponed to the following working day.
- 16. YoCash shall have the right to delay or hold back any Settlement if under the circumstances that YoCash believes the relevant transaction or settlement involves with, but not limited to, a risk of refund or any other risk or unlawful activity. YoCash shall also be entitled to freeze or terminate your Merchant Account.
- 17. Any overseas bank remittance fee incurred shall be deducted from the settlement amount. Remittance received by You is not refundable, transferable nor irrevocable.
- 18. YoCash reserves the rights to suspend or immediately terminate your Merchant Account without prior notice, which You can fill a complaint. YoCash shall simultaneously have the right to immediately freeze all payments in the YoCash account.
- The accuracy of investigation report needs to be confirmed if You carried out a complaint and YoCash reserves the rights to suspend or immediately terminate your Merchant Account without prior notice. YoCash shall simultaneously have the right to immediately freeze all cash value that saved in the YoCash account.
- VI. Scope and Limitations of Liability
- 1. Yo+ will provide the Yo+ service on an “as is” and “as available” basis. Nevertheless Yo+ will not express or implied any warranty to the Yo+ service, including but not limited to applicability, free from errors or omissions, continuity, accuracy, reliability, or fitness for a particular purpose. At the same time, Yo+ also makes no guarantee to the Yo+ service concerning the validity, effectiveness, reliability, precision, correctness, quality, stability, completeness and timeliness of the technology and information.
- 2. You aware of the information posted on the Yo+ platform were self-publishing by the Merchants, and it may contain certain risks and defects. Yo+ merely as a trading platform to provide a place for the Merchants to obtain information of the products and services, looking for trading partners, to conduct negotiations on trade in goods and/or services and carry out business transactions. However, Yo+ has no control over the quality, safety or legality of the goods supply, the truth or accuracy of the business information, and the capabilities of the parties to fulfill their obligations under the trade agreements. You should therefore be careful to identify the authenticity, legality and validity of the relevant goods and/or information, and You shall undertake to bear all responsibility and losses.
- 3. Yo+ has no obligations to prior reviews all user registration data, products (services) information, transaction behaviors and other relevant transaction activities, unless otherwise provided by law, or under any of the following conditions or situations:
- A) Yo+ has reasonable grounds to believe a particular User and the specific transaction may constitute a substantial breach of Agreement.
- B) Yo+ has reasonable grounds for suspecting that the User has been involved in any illegal or improper activities through the Yo+ platform.
- 4. You understand and agree that Yo+ shall not be liable for any of your losses or damages caused by the following events, including but not limited to profits, goodwill, use, rate or any other intangible losses (regardless of whether Yo+ has been notified of the possibility of such losses and damages):
- A) To use or not to use the Yo+ service; B) Unauthorized use of your account or alteration of your data by any third party;
- B) Unauthorized use of your account or alteration of your data by any third party;
- C) The expenses and losses incurred in the purchase or acquisition of any products, samples, data or information, carry out a transaction or alternative behaviors on the Yo+ platform;
- D) Misunderstanding of the Yo+ service;
- E) Any other losses related to YoPoint service but not attributable to the Yo+.
- 5. In no event shall Yo+ liable for any failure or delay of service due to regular equipment maintenance; information network connection failure; computer, communication or other system failure; electricity power failure; strike, labor disputes, riots, revolutions, chaos; insufficient productivity or productive resources; fire, flood, storm, explosion, war; act by government, order by the juridical administrative authorities; or omission by third parties.
- VI. Termination of Agreement
- 1. Yo+ reserves the right to terminate the Agreement directly by cancelling Your account, in case of any of the following events:
- A) The main content of your registration information is untruthful, inaccurate, outdated or incomplete;
- B) When this Agreement (including rules and regulations) is amended or modified, You notify Yo+ of your unwillingness to accept the new Terms of Service;
- C) If You use the Yo+ service in violation of national laws and regulations, and/or terms and conditions under this Agreement.
- D) In any other situations Yo+ deems necessary to terminate the service.
- 2. You have the right to make a request to close your Merchant Account. After verification and approval made by Yo+, the contractual relationship based on this Agreement between You and Yo+ will be terminated at the same time upon account cancellation (permanently frozen). Once your Yo+ account is cancelled (permanently frozen), Yo+ has no obligation to preserve or disclose any account information to You, or to forward any unread or unsent messages to You or any third party.
- VII. Intellectual Property Rights
- Yo+ is obliged to keep confidentiality of the personal information, uploaded business license or identification image that You provided during registration, will not disclose to any third party, unless otherwise required by the government administrative departments, states judiciary and other national authorities for the purpose of investigation.
- VIII. General / Governing Law
- 1. The validity, interpretation, alteration, execution and settlement of dispute under this Agreement shall be governed by the laws of the People’s Republic of China. If there are no relevant legal provisions, it shall refer to the general international commercial practices and /or industry practices.
- 2. Any controversy arising hereunder shall be governed and construed in accordance with the laws of the People's Republic of China.
This agreement shall be effective and legally binding upon acceptance in registration for new YoPoint Member Users.
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