Toonies Distributor Service Agreement

Toonies Distributor Service Agreement

1、 General Provisions

Toonies is a website specializing in distribution. An open platform specifically designed to provide product distribution and freight logistics for enterprises, merchants, and individuals. Before using the services provided by Tonis, users should carefully read this service agreement. If users do not agree with this service agreement, they can voluntarily cancel the services provided by Tonis; Once using the Tonis service and becoming a Tonis user, it is deemed that the user has understood and fully agreed to the contents of this service agreement, including any modifications made by Tonis at any time.

1. Users must be entities with civil rights or legal capacity (including but not limited to company organizations). The service agreement between him and Toonies is true and valid. Once any violation of Toonies rights and interests is discovered, Toonies has the right to immediately cancel the user and hold him/her legally responsible for using Toonies services.

2. The user shall agree to the terms of this agreement and complete all registration procedures according to the prompts on the page. During the registration process, if the user selects "Agree to accept the Tonnis distributor user service agreement", it means that the user and Tonnis company have reached an agreement and fully accept all the terms of this agreement.

3. After the user registration is successful, Toonies will give each user a user account and corresponding password, which will be kept by the user; Users shall be legally responsible for all activities and events conducted under their user accounts.

4. Users can use the various services provided by Tonis within their authorized scope. When users use Tonis' various services, their usage behavior is considered as their agreement to the service terms of the individual service and various announcements issued by Tonis in the individual service.

5. The Tonis User Service Agreement, as well as individual service terms and announcements, may be updated by Tonis at any time without further notice. Users should pay attention to and comply with the applicable terms and conditions when using related services.

2、 Registration Information and Privacy Protection

1. Users should provide timely, detailed, and accurate personal information, and continuously update their registration information to meet the requirements of timeliness, detail, and accuracy. All original input information will be referenced as registration information. If problems arise due to inaccurate registration information, Tonis will not be responsible for the consequences of the problem.

2. Users should not transfer or lend their account or password to others for use. If a user discovers that their account has been illegally used by others, they should immediately notify Toonies. Tonis shall not be liable for any disputes or consequences arising from the user's own unsafe operation or use of the account. Tonis shall not be liable for any illegal use of accounts or passwords by others due to hacking or user negligence.

3. Toonies does not disclose or provide individual user registration information to third parties, unless:

(1) Obtain clear authorization from the user in advance;

(2) Only by disclosing the user's personal information can we provide the products and services requested by the user;

(3) According to relevant laws and regulations;

(4) According to the requirements of relevant government authorities;

(5) To safeguard Toonies legitimate rights and interests.

3、 Usage rules

1. Users must comply with the relevant laws and regulations of the People's Republic of China when using the Tonis service. Users should agree not to use this service for any illegal or improper activities, including but not limited to the following:

1) Upload, display, post, disseminate, or otherwise transmit information containing one of the following:

a) Opposing the basic principles established by the Constitution; b) Those who endanger national security, leak national secrets, subvert national power, and undermine national unity; c) Harming national honor and interests; d) Inciting ethnic hatred, discrimination, or undermining ethnic unity; e) Disrupting national religious policies, promoting cults and feudal superstitions; f) Spreading rumors, disrupting social order, and disrupting social stability; g) Spreading obscenity, pornography, gambling, violence, murder, terror, or abetting crimes; h) Insult or slander others, infringing on their legitimate rights; i) Containing false, harmful, coercive, infringing on the privacy of others, harassing, infringing, defaming, vulgar, obscene, or other morally repugnant content; j) Containing other content restricted or prohibited by Chinese laws, regulations, rules, regulations, and any legally binding norms; Using network service systems for any illegal purpose;

2) Utilize Tonis services to engage in the following activities:

a) Entering computer information networks or using computer information network resources without permission; b) Delete, add or modify computer information network functions without permission; c) Delete, add, or modify data and application programs stored, processed, or transmitted in computer information networks without permission; d) Intentionally creating and spreading destructive programs such as computer viruses; e) Other behaviors that endanger the security of computer information networks.

2. If a user violates any of the above regulations when using online services, Tonis or its authorized person/unit has the right to demand that the user correct or directly take all necessary measures (including but not limited to changing or deleting the content posted by the user, suspending or terminating the user's right to use online services) to mitigate and eliminate the impact caused by the user's improper behavior.

3. Users must bear legal responsibility for their actions during the use of Tonis services. The forms of legal liability borne by users include but are not limited to: compensation for the infringed party, and compensation for administrative penalties or infringement damages caused by the user's behavior, which should be given by the user to the company in equal amounts.

4、 Service content

1. The store does not limit the number of SKUs for product publication, and can independently select products to be listed in the store.

2. In order to use this service, users must be able to legally access the international internet and pay the relevant service fees themselves. In addition, users must equip and be responsible for all necessary equipment required for connecting to the international internet, including computers, communication equipment, or other access devices.

3. Given the unique nature of network services, the user agrees that Tonis has the right to change, interrupt, or terminate some or all of the network services (including paid network services) at any time without prior notice. Toonies does not guarantee that network services will not be interrupted, nor does he guarantee the timeliness, security, or accuracy of network services.

4. Toonies is required to regularly or irregularly inspect or maintain the platform or related equipment that provides network services. If network services (including paid network services) are interrupted within a reasonable time due to such circumstances, Toonies is not responsible for this. Toonies reserves the right to suspend any part of this service for maintenance, upgrades, or other purposes without prior notice.

5. This service can provide links to other websites or resources. As Tonis cannot control these websites and resources, users understand and agree that Tonis is not responsible for the availability of such websites or resources. Tonis does not guarantee or be responsible for any content, advertisements, products or other materials that exist or originate from such websites or resources. Tonis shall not be liable for any damages or losses arising from the use or reliance on any content, goods or services published on or obtained through any such website or resource.

6. The user explicitly agrees that the risks associated with their use of the Tonis service will be entirely borne by themselves. The user's understanding and acceptance of any information and materials downloaded or obtained through the Tonis service is up to the user and they are responsible for system damage, data loss, and any other risks.

7. Tonnis reserves the right to cancel accounts that have not logged in for more than 90 days. In case of force majeure, please report to Tonis online customer service.

8. Tonis has the right to temporarily or permanently modify or terminate this service (or any part thereof) at any time, regardless of whether it is notified or not, Tonis shall not be liable to the user or any third party.

9. Termination of Service: The user agrees that Tonis may terminate the user's password, account, or use of this service (or any part of the service) for any reason, including but not limited to prolonged non use or Tonis' belief that the user has violated the letter and spirit of this service agreement, based on their own consideration and without prior notice, and remove and delete any content of the user in this service. In addition, the user agrees that if the use of this service is interrupted or terminated, or if the user's account and related information and files are closed or deleted, Tonis shall not be liable to the user or any third party.

5、 Payment rules

1. As a third-party service platform, Toonies enjoys the custody right of user funds. The user adopts a prepayment rule, with no limit on the prepayment amount. This amount must be greater than or equal to all expenses placed on Toonies order. The platform will make real-time deductions based on all expenses placed on the user's order and pay the payment to the supplier.

2. When the user's prepaid amount is less than all the costs of placing the order, Toonies has the right to choose not to ship. When the user logs off the platform service, Toonies confirms that the cancellation is complete and returns the excess funds to the user.

3. The funds that users need to pay include product prices, postage, and platform commission fees. Toonies reserves the right to explain any changes in fees.

6、 Toonies logistics

1. Toonies only uses the logistics method specified by Toonies. The registered distributor of Tonis uses Tonis' services, which means that they recognize the logistics methods provided by Tonis.

2. Tonis has the right to change the logistics method provided at any time. The use of the changed logistics method by Tonis' registered distributors signifies recognition of Tonis' adjustments and changes. Tonis does not need to inform Tonis' registered distributors in advance of any related changes.

7、 Dispute resolution rules

（1） General Provisions

As an online trading platform, the principles of handling complaints are fairness, impartiality, and openness.

2. To submit a complaint to Toonies, Toonies needs both parties to provide (but not limited to) transaction proof, payment proof, pictures, written records of communication between both parties, product descriptions, and other relevant evidence. If either party refuses to cooperate, Toonies will make an arbitration in favor of the other party.

（2） Detailed Rules

--No goods received

If the goods are lost due to logistics reasons, Tonis will compensate the distributor according to the same standard after receiving compensation according to the compensation standards of the logistics service provider; Due to the distributor's inability to provide a shipping method for inquiry, Tonis will not be responsible for any damage or delay to the goods.

If the goods are returned after being shipped: If the distributor provides an unclear or incorrect address, or if the logistics method is chosen incorrectly, resulting in the goods being unable to be shipped, the distributor shall be fully responsible and bear any resulting freight losses and other related expenses

--The goods were detained at customs

The distributor shall be fully responsible for the comprehensive customs duties and taxes of the country of destination, and shall pay all relevant fees;

--Received goods that do not match the description

1. The complainant needs to proactively provide relevant evidence such as logistics waybill number, photo, label barcode image, and transaction proof within 3 working days after submitting the complaint to Toonies. Toonies will provide a handling opinion within 5 working days after receiving valid evidence.

2. For any discrepancies between the product description and the actual goods or other behaviors, Tonis only reserves the right to convey the discrepancies to the supplier and does not assume any responsibility.

8、 Intellectual property and other legitimate rights and interests (including but not limited to reputation rights and goodwill rights)

（1） User exclusive rights

Toonies respects the intellectual property and legal rights of others, and calls on users to also respect intellectual property and legal rights of others. If the user believes that their or other users' intellectual property or other legitimate rights and interests have been infringed, please provide information and complaints to Tonis. As a third-party service platform, Tonis is not responsible for any losses caused by the user's infringement.

This special reminder reminds users that if the information complained about is inaccurate, the complaining party will bear all legal responsibilities (including but not limited to compensating for various expenses and legal fees) caused by this. If the above-mentioned individual or unit is unsure whether the information available online infringes on their intellectual property and other legitimate rights and interests, Tonnis suggests that the individual or unit first consult a professional.

（2） Toonies owns the copyright of all materials on Toonies website. "Tonis" and related graphics are registered trademarks of Tonis. Without the permission of Toonies, no one is allowed to use it without authorization (including but not limited to: illegally copying, disseminating, displaying, mirroring, uploading, downloading). Otherwise, Toonies will be held legally responsible.

9、 Other

1. The conclusion, execution, interpretation, and dispute resolution of this agreement shall be governed by the laws of the People's Republic of China.

2. If there is any dispute between the parties regarding the content or execution of this agreement, both parties shall try their best to resolve it through friendly negotiation; If negotiation fails, either party may file a lawsuit with the people's court in the place where Tonnis is located.

3. The failure of Tonis to exercise or enforce any rights or provisions of this service agreement does not constitute a waiver of the aforementioned rights or rights. If any provision of this agreement is completely or partially invalid or unenforceable for any reason, the remaining provisions of this agreement shall remain valid and binding.

Supplementary Provisions to the Distributor Cooperation Agreement

Party A: Guangzhou Fire Ant Clothing Co., Ltd

Party B: Toonies user

Based on the principles of equality, mutual benefit, and common development, after friendly consultation, both parties have decided to reach a strategic cooperation. In order to ensure the interests of both parties, clarify the cooperation objectives, and enhance the depth of cooperation, the following clauses are hereby added to the original distributor user service agreement:

Article 1: Preventing Product Data Diffusion and Skipping Orders

In order to prevent Party B from using Party A's product information (such as images, titles, and descriptions) to develop products without authorization, and to bypass Party A's category expansion and sales, Party B needs to control and supervise the sales of products from the following perspectives:

1. Product information

The second party must control the scope of use of product information when selling products

2. Product Publication

The second party shall independently select and publish the products, and the weight is an estimated value for reference only. Users can adjust and publish the products again

3. Order processing

When processing order data, Party B guarantees to send all orders generated by Party A's product information published through Party B's account or system (including but not limited to those published by Party B's account or system) to Party A in accordance with the agreement. If Party A discovers that the actual transaction price of the order violates Article 1, it may be punished in accordance with Article 1

4. In case of product data diffusion and order skipping in violation of the above terms, Party A has the right to terminate the cooperation and impose a fine ranging from 50000 to 1 million RMB on Party B. Party B is required to offline all online product information related to Party A's products within one day from the date of termination of the cooperation, and shall no longer use all product information (images, titles, descriptions, etc.) of Party A

Article 2 Exclusive and Prohibitive Provisions

During the cooperation period between Party A and Party B, Party B shall make the following exclusive guarantees:

1. Exclusive product development

For the products already provided by Party A for sale, Party B shall not engage in any form of product development from other suppliers. For products provided by Party A that significantly exceed the market price, Party B may provide feedback and product links to Party A at any time, urging Party A to improve the supply price. Unless Party A explicitly waives or stops selling the product, Party B must designate Party A as the sole supplier of the product

2. Violation handling

If there is a violation, a fine of RMB 1000 will be imposed on the product and each order generated

Article 3 User Return Agreement

If Party A sends the wrong product style, negotiations will be made based on the situation, and Toonies online customer service will provide a solution to decide whether to return the product. If Party A sends the wrong product style, Toonies customer service will verify that it can be returned and the buyer can send it to Party A. Party A will only bear the return shipping cost of the wrong style product, excluding the return shipping cost of other returned products

2. Returned goods must be returned without affecting secondary sales (ensuring the integrity of clothing tags and packaging). Postal packages will be rejected, and customs duties will be charged for postal packages. Please be aware that if the return conditions are met, please consciously contact the buyer and choose SF Express or other courier companies (Note: Local returns in Taiwan can be selected from 7 to 11, including returns from stores such as Family, Black Cat Home Accessories, etc.)

3. On the premise that Party A has not sent the wrong product style, if there is a return, Party B shall negotiate with the buyer about the return details, and the resulting shipping fees shall be borne by Party B! The freight generated by the package on delivery will be deducted from the balance of Party B's account. If the balance of Party B's account is insufficient, Party A has the right to claim compensation from Party B

Article 4 Store Use Agreement

1. If the store of Party B is under the name of Party A, it must strictly operate in accordance with the platform regulations. If the platform regulations are violated, and the store violates the regulations and incurs serious deduction of points, Party A has the right to reclaim the use right of the store!

2. The store of Party B is under the name of Party A, and all product sources of Party B's store must belong to Party A's website! It is not allowed to publish products from other channels. If there are violations, Party A has the right to reclaim the right to use the store!

Article 5: Distribution with commission

1. Commissioned distribution refers to the sales and promotion commission provided by Party B to Party B after the successful sale of the products on Party A's platform When promoting and selling products with commission from Party A, Party B shall ensure the legality of its sales channels and shall not engage in promotional activities that violate local laws and regulations, including but not limited to the following:

1) Upload, display, post, disseminate, or otherwise transmit information containing one of the following:

Opposing the basic principles established by the Constitution; B) Those who endanger national security, disclose national secrets, subvert national power, and undermine national unity; Damage to national honor and interests; D) inciting ethnic hatred, discrimination, and undermining ethnic unity; E) Disrupting national religious policies, promoting cults and feudal superstitions; Spreading rumors, disrupting social order, and disrupting social stability; Spreading obscenity, pornography, gambling, violence, murder, terror, or instigating crimes; Insulting or defaming others, infringing on their legitimate rights; I) contains false, harmful, coercive, infringing on the privacy of others, harassing, infringing, defaming, vulgar, obscene, or other morally repugnant content; J) Containing other content restricted or prohibited by Chinese laws, regulations, rules, regulations, and any legally binding norms; K) Bribery of public officials, personnel of public institutions, or illegal activities in violation of national laws and regulations using the convenience of others' professions. If any illegal or irregular behavior occurs, it is not related to Party A, and Party A has the obligation to cooperate with relevant government departments for investigation. Party A has the right to provide all transaction data of Party B on Party A's platform to relevant government departments