TAIHEN TECHNOLOGY Terms of Use
Last Updated: December 7, 2023
TAIHEN TECHNOLOGY HONGKONG LIMITED Holding PTE. LTD, a company with registered office at Room 63, 7/F, Woon Lee Commercial Building, 7-9 Austin Ave, Tsim Sha Tsui, Kowloon, Hong Kong
provides access to TAIHEN TECHNOLOGY, a marketplace for sales of Products and other services related to the Products, such as authentication services. These Terms of Use (“Terms”) alongside all other requirements posted on our websites, all of which are incorporated into these Terms by reference as amended from time to time, contain the rules and restrictions that govern your access to and use of our website, any other websites that link to these Terms, and any associated features, functionalities, user interfaces, downloads, mobile applications, our content and other online services that we operate or control at the time of your use of our Services or in the future (collectively, our “Services”). By creating an account or by using our Services (such as, to browse Products), you agree to these Terms. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES. We encourage you to read these Terms prior to using our Services.
For purposes of these Terms, end users who purchase Products are called “Buyers”. If an end user is selling Products through our Services, such end user will be considered a “Seller” and the additional Terms may also apply to their sale of Products through our Services. If there is a conflict between the Seller Agreement and these Terms, the Seller Agreement shall prevail, including, without limitation, Terms regarding governing law and dispute resolution. End users of our Services may be both Buyers and Sellers. As used in these Terms, “users” or “you” shall be interpreted to include all end users, including in their role as Buyer or Seller or as neither a Buyer nor Seller (for example, an end user who is only browsing our Services).
By using our Services, you represent that (1) you have read, understand and agree to be bound by the Terms; (2) you are of a legal age to form a binding contract with us; and (3) you have the authority to enter the Terms personally. If you are not of legal age to form a binding contract with us according to the laws applicable to you, you may not use our Services without the necessary permissions from your parent or legal guardian.
PLEASE BE AWARE THAT Section 26 BELOW CONTAINS PROVISIONS GOVERNING HOW DISPUTES BETWEEN YOU AND TAIHEN TECHNOLOGY WILL BE RESOLVED, INCLUDING WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THE TERMS. Section 26 CONTAINS, AMONG OTHER THINGS, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND TAIHEN TECHNOLOGY BE RESOLVED BY BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF SECTION 26: (1) YOU AND TAIHEN TECHNOLOGY WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST THE OTHER PARTY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND EACH OF US WAIVES OUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) EACH OF US IS WAIVING OUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.
We may supply different or additional Terms in relation to some of our Services, and those different or additional Terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional Terms, the additional Terms will control with respect to the applicable Services.
We may make changes to these Terms from time to time. If we make material changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If you have any questions about these Terms or our Services, please contact us at [email protected].
Section 1. General
1.1 Eligibility: You must be at least 18 years of age to use our Services. If you are under 18 years of age (or the age of legal majority where you live), you may use our Services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority), you agree to be fully responsible for the acts or omissions of such user in relation to our Services. If you use our Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity; (b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and (c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
1.2 Compatibility: Our Services may require you to have a compatible device and operating system. If you use an incompatible device or operating system, some or all functionalities may be degraded or not available to you. Our Services may also differ depending on the brand, model and operating system of the terminal you are using.
1.3 Ownership; Limited License: Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by TAIHEN TECHNOLOGY or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
Section 2. About the TAIHEN TECHNOLOGY Marketplace
2.1 TAIHEN TECHNOLOGY allows third party Sellers to list and sell their Products in a live marketplace through our Services. Sellers who want to offer Products for sale through our Services will be required to create an account on our Services. Buyers may purchase Products as a guest. Buyers and Sellers can delete or deactivate their account by emailing [email protected], or within “Settings” in the TAIHEN TECHNOLOGY app.
2.2 Buyers may place bids at the price they wish to purchase a Product (“Bid”), and Sellers may place asks at the price they wish to sell a Product (“Ask”). If a Seller uses our Services to place a Product for sale for a fixed or minimum Ask price, the Seller makes a binding offer to conclude a contract for this Product at the fixed or minimum Ask price. If a Buyer uses our Services to place a Bid offering a fixed or maximum price for a specific Product, the Buyer makes a binding offer to conclude a contract for that Product at the fixed or maximum Bid price.
2.3 A more detailed description of the live marketplace process and the rules applicable to you may be made available to you through our Services or provided to you upon your purchase or sale of a Product, and may be updated by us from time to time. While TAIHEN TECHNOLOGY does help facilitate transactions that are carried out on our Services, Products are not sold by TAIHEN TECHNOLOGY. Our Services include listing, assistance with coordinating shipping through a third party, authentication services, and technical and operational support for our Services, but in such cases TAIHEN TECHNOLOGY is not a Buyer or Seller of Products. TAIHEN TECHNOLOGY offers a marketplace to connect Sellers and Buyers to facilitate the negotiation and completion of the purchase of Products. Accordingly, any binding contract formed for the sale of a Product is solely between the Buyer and the Seller.
2.4 As a Buyer, you acknowledge and agree that, except as otherwise provided in these Terms or in an agreement between you and TAIHEN TECHNOLOGY, all sales are final once the Product you buy has passed our authentication process and has been released to the courier by TAIHEN TECHNOLOGY for delivery. Please place an order at your discretion based on your own decision-making model. TAIHEN TECHNOLOGY does not provide returns or refunds, including without limitation, providing refunds or making payments to account for market price fluctuations from Sellers and/or TAIHEN TECHNOLOGY.
2.5 Although TAIHEN TECHNOLOGY might provide historical pricing data to the Buyer and Seller, we do not set prices for the items and TAIHEN TECHNOLOGY is not an auctioneer. Any Product pricing history is based on information about past sales of identical and/or similar Products on our Services only. TAIHEN TECHNOLOGY makes no representation or warranty that Product pricing history should be relied upon or is accurate or complete.
2.6 TAIHEN TECHNOLOGY acts as a commercial agent to conclude the sale on behalf of each Buyer and Seller involved in each transaction. Because Sellers set prices, the price of Products sold through our Services may be higher than the retail value of the applicable Product. Any Product valuations displayed through our Services are estimates only. TAIHEN TECHNOLOGY may offer suggested Product valuations through our Services, but such valuations are estimates only, users assume all risk and TAIHEN TECHNOLOGY disclaims all liability for user’s reliance on such estimates.
2.7 TAIHEN TECHNOLOGY does not guarantee that any Product will sell. TAIHEN TECHNOLOGY reserves the right to investigate complaints and violations of these Terms and, to the extent permitted by applicable law, may take any actions we deem appropriate, including without limitation suspending a Buyer or Seller’s account and charging your payment method for costs we incur as a result of the violation.
2.8 Our Services may be available to Sellers and Buyers in other countries and TAIHEN TECHNOLOGY may provide access to certain features and tools to international Sellers and Buyers, such as tools to estimate local currency conversion and to integrate international shipping costs, customs, and taxes. Sellers and Buyers are each responsible for complying with all laws and regulations applicable to the international sale, purchase, and shipment of any Products.
Section 3. Services offered by TAIHEN TECHNOLOGY
3.1 Facilitate the Sale of Products
We provide an online platform (through our website and mobile application) for Sellers to list Products for sale, provide additional information about listed Products and for Buyers to purchase the Products. TAIHEN TECHNOLOGY charges Sellers certain fees to utilize our Services, at the rates stated in the Seller Agreement or otherwise within our Services.
3.2 Authentication Services
TAIHEN TECHNOLOGY engages third-party service providers to provide authentication services for the Products sold via our Services. Please note that we may also allow you to use our authentication services outside of the context of a purchase of Products, and such services outside of the context of a purchase of Product may also be subject to Authentication Addendum.
3.3 Additional Offerings
We may also have additional service offerings from time to time. Any additional offerings will be subject to these Terms, provided that you have not entered into a separate agreement with TAIHEN TECHNOLOGY regarding those services.
Section 4. Obligations of Sellers
4.1 By listing a Product for sale (each posting, a “New Offer”), you are making a binding offer to sell that specific Product to a Buyer for the Ask price you have specified and to ship the Product to a warehouse specified by TAIHEN TECHNOLOGY. When a Buyer accepts your offer by purchasing your Product through our Services, you are contractually and legally bound to deliver that exact Product for the specified price. SELLERS MUST SHIP PRODUCTS VIA THE SHIPPING CARRIER DESIGNATED BY TAIHEN TECHNOLOGY WITHIN THE SPECIFIED TIMEFRAME PROVIDED IN THECONFIRMATION EMAIL FROM TAIHEN TECHNOLOGY AND MUST OBTAIN A RECEIPT FROM THE SHIPPING CARRIER TO VERIFY SHIPMENT OF PRODUCT. Sellers must ship a Product sold (or to be sold) using our Services from the country listed in your address on file. TAIHEN TECHNOLOGY will provide you with a shipping label with such courier after your Ask is matched with a Buyer’s Bid. You are obligated to monitor your inventory and ensure all listings are accurate. Once a Bid and Ask are matched, under no circumstances may a Seller cancel the listing. If a Seller fails to deliver Products to TAIHEN TECHNOLOGY in accordance with these Terms, TAIHEN TECHNOLOGY reserves the right to charge a Seller as set forth in Section 11.3 and/or temporarily or permanently suspend Seller’s account.
4.2 TAIHEN TECHNOLOGY is acting solely as a service to connect Sellers and Buyers. TAIHEN TECHNOLOGY does not assume any liability regarding the proper performance of the binding agreement a Seller may enter into with a Buyer through the Services. Sellers must comply with all laws and regulations applicable to the sale of their Products using TAIHEN TECHNOLOGY’ Services.
Section 5. Obligations of Buyers
5.1 Buyers may place a Bid on a Product for sale through our Services. When your Bid matches a Seller’s Ask, you, the Buyer, are obligated to pay for that Product. WHEN YOU PLACE A BID, YOU ARE COMMITTING TO PURCHASE THE PRODUCT AS SOON AS YOUR BID MATCHES A SELLER’S ASK PRICE AND YOU ACKNOWLEDGE THAT PAYMENT OF THE ASK PRICE WILL BE TAKEN FROM YOUR PAYMENT METHOD.
5.2 To be an eligible Buyer you must have a billing address and shipping address within the United States. You will be responsible for accepting your package and for paying all customs, duties, taxes and any other related fees in addition to the international shipping charges; you will be responsible for compliance with all customs requirements on import as required; and, when placing your order for purchase of a Product, you authorize us to appoint an agent to file customs declarations on your behalf. In general, we submit your payment through the payment method you have provided immediately upon purchase and, when the transaction is complete, we instruct that payment be made to the Seller. You will not receive any interest on the purchase amount while the transaction is being fulfilled. You might be required to pay certain fees when placing your Bid, as updated from time to time.
5.3 If, as a Buyer, the payment method you have provided to our Fund Collection Agent fails or is rejected for any reason (e.g., purchase exceeds credit card limit, card is cancelled, chargeback is requested), TAIHEN TECHNOLOGY reserves the right to instruct that Buyer be charged for any fees incurred by TAIHEN TECHNOLOGY for services related to purchase (which may include, without limitation, authentication, shipping, express and logistics services fees and/or any other fees incurred by TAIHEN TECHNOLOGY) and TAIHEN TECHNOLOGY will be entitled to direct its Fund Collection Agent to deduct such fees directly from any refund amount associated with that purchase.
Section 6. EU Residents
Our Services are currently not made available to residents of the European Union (“EU”) (including the EU Economic Area and the UK), and if you are identified by our Services as an EU resident, you may be prevented from accessing our Services.
Section 7. Service Modifications
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. We also reserve the right to provide the Services in other mediums and forms (for example, via WeChat or other websites). You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
Section 8. Account Registration, Use and Security
8.1 To view or browse the live marketplace offered as part of our Services, you may be required to create an account using an email address and password or other account creation tools offered through our Services. To offer to purchase items or for Sellers to offer items for sale, users may be required to create an account and have a valid credit card or other approved payment method on file with our third-party payment processors. You agree that our third-party payment processors may charge your credit card or other payment method for amounts you owe as described in these Terms, as well as any costs or losses arising from your violation of these Terms. When you register to create an account with us, you agree to provide accurate information about yourself and must not register under a false name or age or use an unauthorized payment method. You must promptly update your account information if it changes.
8.2 You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. Your account (or access to it) shall not be borrowed, leased, transferred, or sold. You are responsible for all activities that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, such as trademark rights, in those usernames.
8.3 If you violate these Terms, TAIHEN TECHNOLOGY has the right to freeze or close your account, cancel your order(s), reject your current and future use of all or any part of our Services, file a report with the relevant law enforcement -authorities, and take any other measures that TAIHEN TECHNOLOGY deems reasonable to protect its business or property and/or to protect the interests of others (including, but not limited to, other users) such as instructing that your funds be withheld and requiring you to compensate TAIHEN TECHNOLOGY for any losses arising therefrom.
Section 9. Instructions for Use of TAIHEN TECHNOLOGY Services
9.1 You agree to use the Services for your own use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with these Terms, and all laws and regulations applicable to you. If your use of the Services is prohibited by any applicable laws, then you are not authorized to use the Services. We are not responsible if you use the Services in a way that breaks the law.
9.2 You must provide accurate delivery information, including the address for delivery of a Product after a purchase or receiving returned Products after a failed transaction, contact person and contact information. You understand and agree that if the transaction fails or is cancelled for any reason, the Product may be returned to the Seller’s address. For Products that are successfully authenticated, the Buyer agrees that the delivery information provided is accurate and agrees to accept the delivery. Any losses caused by any inaccuracy in the delivery information provided to us shall be borne by you.
9.3 If you are a Seller, TAIHEN TECHNOLOGY will direct the payment to you through a payment processor (“Fund Collection Agent”). To receive payments in connection with your sale of Products on our Services, you need to connect your payment account to TAIHEN TECHNOLOGY through such Fund Collection Agent. By using any services provided through Fund Collection Agents in connection with accessing our Services, you authorize TAIHEN TECHNOLOGY to:
(a) engage in activities on your behalf with Fund Collection Agents in order to provide you with our Services; and
(b) disclose to such Fund Collection Agents your account information, including information regarding you, your employees or agents and your orders.
We encourage you to review the Terms of service and privacy policies for any Fund Collection Agents you are directed to use in connection with our Services. You acknowledge that the use of information about you by Fund Collection Agents will be governed by the Fund Collection Agents’ Terms of service, privacy policies or other agreements that you or TAIHEN TECHNOLOGY may have with such Fund Collection Agents in addition to these Terms.
You agree that TAIHEN TECHNOLOGY is not responsible for, and will have no liability arising from, your use of services provided by Fund Collection Agents, including TAIHEN TECHNOLOGY’s disclosure of information to such Fund Collection Agents, the Fund Collection Agents’ subsequent use of such information, or any additional services provided by the Fund Collection Agents.
In connection with enabling you to receive payments from buyers through the services, you hereby appoint the following Fund Collection Agents as your limited collection and transaction settlement agent to collect, hold, and settle sales and/or other related payments for you in accordance with this agreement:
(1) If the sales destination is the United States, the Fund Collection Agent is TAIHEN TECHNOLOGY HONGKONG LIMITED, which is a limited liability company established in HONGKONG;
(2) If the sales destination is another country or region not mentioned in the above Terms and we have not specified it, the Fund Collection Agent shall be our designated affiliated party.
You agree and understand that a payment received by the Fund Collection Agent on your behalf shall be deemed as completion of the buyer's obligation to make payment to you, regardless of whether the Fund Collection Agent settles such payment with you or not. If the Fund Collection Agent fails to make any such payment to you as described in this Agreement, you can only have recourse against the Fund Collection Agent and not against the buyer.
You further agree and understand that only when (1) you comply with the Terms of this agreement and relevant platform rules, and (2) the Fund Collection Agent successfully receives the payment from the buyer, and deducts (i) the taxes and fees that TAIHEN TECHNOLOGY needs to withhold and pay in accordance with relevant laws, and (ii) the service fee and other related fees (such as liquidated damages, compensation, etc.) that you need to pay to TAIHEN TECHNOLOGY, the Fund Collection Agent will settle the remaining amount to you.
The Fund Collection Agent may comply with any government or judicial order to withhold or collect any amount payable to you, and after paying any such amount to a government agency or third party in accordance with a court order, they will no longer be obligated to pay you such amount.
You do not have the right to receive interest or other income generated when the Fund Collection Agent holds the payment for goods and/or other related payments on your behalf. The Fund Collection Agent reserves the right to resign from their agency status at any time. Although we, as the seller's collection agent, shall not be liable for any act or omission of the seller (including but not limited to any breach of this agreement or any applicable law by the seller).
9.4 If you are a Buyer, you can pay for a Product and our Services by using a payment method of your own choice that is supported by TAIHEN TECHNOLOGY and itsFund Collection Agent. If you use any services from Fund Collection Agents in connection with accessing our Services, you authorize TAIHEN TECHNOLOGY to:
(a) engage in activities on your behalf with Fund Collection Agents in order to provide you with our Services; and
(b) disclose to such Fund Collection Agents your account information, including information regarding you, your employees or agents and your orders.
We encourage you to review theFund Collection Agent’s Terms of service and privacy policies for any Fund Collection Agents you use in connection with our Services. You acknowledge that the use of information about you by a Fund Collection Agent will be governed by the Fund Collection Agent’s Terms of service, privacy policies or other agreements that you or TAIHEN TECHNOLOGY may have with such Fund Collection Agent in addition to these Terms.
Notwithstanding the foregoing, upon your payment of funds to us, your payment obligation to the Seller for the agreed-upon amount is extinguished, and our fund collection agent is responsible for remitting the funds to the Seller in the manner described in Seller Agreement, which constitutes our agreement with the Seller. In the event that our fund collection agent does not remit any such amounts, the Seller will have recourse only against our fund collection agent and not you directly.
You agree that TAIHEN TECHNOLOGY is not responsible for, and will have no liability arising from, TAIHEN TECHNOLOGY’s disclosure of information to such Fund Collection Agents, the Fund Collection Agents’ subsequent use of such information, or any services provided by the Fund Collection Agents.
9.5 Authentication Services and Shipping
(a) After a Seller has accepted a Buyer’s offer and the Buyer has remitted payment to purchase the Product, Sellers must ship the Product purchased through our Services to the designated receiving address provided by TAIHEN TECHNOLOGY., TAIHEN TECHNOLOGY will engage a third-party service provider to confirm any Product purchased through our Services is authenticated and meets the quality standards used by TAIHEN TECHNOLOGY. If a Product is deemed to be authenticated and to meet our quality standards by our third-party service provider, TAIHEN TECHNOLOGY will contact the Buyer to arrange the shipment of the purchased Product. If TAIHEN TECHNOLOGY’s third party service provider cannot reasonably confirm the authenticity of the Product or determines it is not authenticated or does not meet our quality standards, then TAIHEN TECHNOLOGY will notify the Buyer and Seller that the Product has not passed authentication and will direct its Fund Collection Agent to refund any amounts paid by the Buyer (if any). Additionally, TAIHEN TECHNOLOGY has the right to withhold or delay the sale of a Product for any reason, including but not limited to, issues of authenticity, failure to meet TAIHEN TECHNOLOGY’s quality standards, or damage. If TAIHEN TECHNOLOGY cancels the sale of a Product in its discretion, TAIHEN TECHNOLOGY will direct its Fund Collection Agent to refund any amounts charged to the Buyer (if any).
(b) Sellers must deliver the Products within the period specified in the sales confirmation email after purchase. However, as TAIHEN TECHNOLOGY cannot control the time required for the Products to reach TAIHEN TECHNOLOGY, we cannot guarantee a specific delivery time for any Products. We will update the information on the page in time so that you are informed of the transaction progress.
(c) If the Product has been dispatched from the Seller within the period as agreed by the Seller, the Buyer is not allowed to cancel the order. In any case, if the user does not receive any Product, please report the problem to TAIHEN TECHNOLOGY immediately.
(d) TAIHEN TECHNOLOGY has the right to decide whether to accept a returned Product or process other refund requests, and may collect expenses in proportion to the freight, packaging and inspection losses caused by the failure of Sellers in delivery or cancellation of the orders by Buyers without authorization for their reasons.
9.6 The Buyer shall carefully inspect the Product upon receipt. The Buyer shall initiate a return/refund request in accordance with the then-current return/refund policy of TAIHEN TECHNOLOGY. The Product shall be returned intact in its original packaging together with the authentication certificate and anti-counterfeiting buckle, and the removal of the anti-counterfeiting buckle as required in the shipping and return policy will be regarded as the Buyer’s acceptance of the Product. If a Buyer returns the Products without being instructed to do so by TAIHEN TECHNOLOGY or if in TAIHEN TECHNOLOGY’s discretion the Product meets the quality standards, TAIHEN TECHNOLOGY will not accept the Buyer’s request for return.
9.7 You must deliver the Products to TAIHEN TECHNOLOGY using a courier/logistics company designated by TAIHEN TECHNOLOGY and must adequately reinforce the outer package of the Products to prevent damage during shipping. TAIHEN TECHNOLOGY has the right to reject the Products, which are delivered by a non-designated courier company or with freight collect, fail to pass our quality inspection or have damaged packages or inconsistent waybill number and order number. TAIHEN TECHNOLOGY will bear no responsibility for cancelled orders, returned Products or other consequences arising from a violation of the requirements of this section.
9.8 TAIHEN TECHNOLOGY engages third party service providers to provide users with authentication services. In case of any error in the authentication service rendered by the third-party service provider contracted by TAIHEN TECHNOLOGY, Buyer shall contact TAIHEN TECHNOLOGY at [email protected]and TAIHEN TECHNOLOGY may provide a refund or other remedy, in its sole discretion, on a case-by-case basis. This shall be Buyer’s only remedy and TAIHEN TECHNOLOGY’s sole liability for any errors in authentication related to a completed purchase. IN NO EVENT WILL TAIHEN TECHNOLOGY BE DEEMED TO BE LIABLE FOR ANY SALES THROUGH ITS SERVICES OF ANY COUNTERFEIT OR OTHERWISE UNSATISFACTORY PRODUCTS SOLD OR MADE AVAILABLE THROUGH OUR SERVICES.
Section 10. Counterfeits, Fraud, and Market Manipulation
10.1 If you are a Buyer and you receive a Product that you reasonably believe to be counterfeit, you must notify TAIHEN TECHNOLOGY in writing within three (3) days after receiving the Product, and we will commence an investigation into the Product. You are required to cooperate with us in the investigation and final disposition of the Product, such as by providing photographs and any other evidence of the Product requested by TAIHEN TECHNOLOGY, destroying the Product, or delivering the Product back to us, at our direction. If we elect to have you destroy the Product, you shall provide reasonable proof of destruction to us. We will direct our Fund Collection Agent to refund all fees and costs paid by you for the Product (including shipping and handling) provided that you provide notice in compliance with this Section and our investigation reveals that the Product was sold using our Services and is, in fact, counterfeit. In no event may you resell any Product (on TAIHEN TECHNOLOGY or elsewhere) that is reasonably believed to be counterfeit or that has been deemed counterfeit via our Services.
10.2 TAIHEN TECHNOLOGY may monitor the integrity of our Services and may take steps to protect the marketplace we offer as determined by TAIHEN TECHNOLOGY in its sole discretion (e.g., if TAIHEN TECHNOLOGY believes an end user is engaging in market manipulation or fraud, including creating false or “dummy” accounts). If TAIHEN TECHNOLOGY believes that a user is attempting or has attempted to interfere with the free and fair operation of our Services, or creates artificial, false or misleading information, or misleading information, including pricing or demand for a Product offered for sale through our Services (all of the foregoing in TAIHEN TECHNOLOGY’s sole discretion), then, without limiting any other rights of TAIHEN TECHNOLOGY, TAIHEN TECHNOLOGY reserves the right to take any steps it deems necessary to protect itself, its users, and our Services.
Section 11. Fees
11.1 If you are a Seller, TAIHEN TECHNOLOGY has the right to pre-authorize a security deposit as a condition for your right to offer a Product for sale through our Services and to protect our Buyers. You agree that TAIHEN TECHNOLOGY will handle your pre-authorized security deposit in accordance with these Terms and any other agreements between you and TAIHEN TECHNOLOGY.
11.2 If you are a Seller, TAIHEN TECHNOLOGY will charge you a service fee for Products sold through our Services. Please see TAIHEN TECHNOLOGY’s Instructions to Registered Sellers for our fee schedule.
11.3 If a Seller fails to deliver Products to TAIHEN TECHNOLOGY in accordance with these Terms, TAIHEN TECHNOLOGY reserves the right to any or all of the following: (a) charge the Seller services fees for Product inspection, authentication, packaging, and express and logistics services and deduct such applicable fees from your pre-authorized security deposit (please see TAIHEN TECHNOLOGY’s Instructions to Registered Sellers for specific rate standards) (b) remove any or all of Seller’s listings from the Services; (c) cancel any or all of Seller’s orders pending through the Services; (d) instruct that any payments due to Seller be withheld; (e) place limits on Seller’s buying and selling privileges; (f) instruct that Seller’s payment method be charged for costs, expenses and fees incurred by TAIHEN TECHNOLOGY as a result of Seller’s action or inaction, including instructing that Seller be charged for the cost of a replacement, coupons and gift certificates provided to the Buyer, reprinting fees incurred by TAIHEN TECHNOLOGY, rerouting charges imposed by carriers, and instructing that refunds be made to the Buyer; and (g) temporarily or permanently suspend Seller’s account.
11.4 As a Seller, you are required to ensure that the Product you are listing exactly matches the image on the applicable product page in the Services and meets the condition standard set forth in the Services. If TAIHEN TECHNOLOGY or a Buyer reasonably determines that your Product does not conform to the description (including, without limitation, meeting the applicable condition standard), or is counterfeit, then, in TAIHEN TECHNOLOGY’s sole discretion, we will direct our Fund Collection Agent to deduct such applicable fees from your pre-authorized security deposit, as determined in TAIHEN TECHNOLOGY’s discretion, charge you for the cost of a replacement, coupons and gift certificates provided to the Buyer, reprinting fees incurred by TAIHEN TECHNOLOGY, rerouting charges imposed by carriers, and instructing that refunds be issued to the Buyer. TAIHEN TECHNOLOGY has no obligation to return Products to a Seller that do not conform to the description (including, without limitation, meeting the applicable condition standard), or are counterfeit (in which case, TAIHEN TECHNOLOGY may turn those Products over to the proper authorities) at your cost. TAIHEN TECHNOLOGY will direct that funds be transferred to you within a reasonable amount of time following completion of the sale, which occurs when the Buyer receives the Product and no disputes or other chargebacks are raised by the Buyer. To see the fees applicable to sales transactions, please refer to the New Ask window where your Ask is entered. You will also receive fee information via email notification when an Ask goes live, is updated, or a sale occurs.
11.5 As a Seller, you understand and agree that you will be responsible for freight charges related to Products, including but not limited to (a) international transport charges, customs, duties, taxes and any other related expenses; and (b) any service fees charged by a third-party payment service, if applicable. In addition, you will be fully responsible for complying with the specific requirements of import customs for any approvals and customs clearance required for the shipment of Products.
Section 12. Rewards
12.1 TAIHEN TECHNOLOGY may offer credits, coupons, gifts or other kinds of reward by use of our Services (collectively, “Rewards”). Some Rewards may only be used for discounts on or payment for eligible purchases on or through our Services (but note that not all Products may be eligible) and cannot be redeemed for cash, except in jurisdictions where required by law. These promotional or discount codes may be sent via email to our registered users, presented on our Services or circulated at events and through other means and, are subject to applicable promotional or discount Terms. The requirements to earn, the number of, and value of, these Rewards (if any) will be determined by TAIHEN TECHNOLOGY. Restrictions may apply. We may cancel Rewards at any time, upon thirty (30) days’ notice to you. TAIHEN TECHNOLOGY may modify, update, or terminate Reward programs without notice, and TAIHEN TECHNOLOGY reserves the right to enact any rules and regulations with respect to Rewards, including earning and use limits, as well as invalidation or expiration of Rewards. You may apply Rewards subject to the Terms in which we grant the Reward. Rewards may expire prior to your use, be cancelled at any time, or have their Terms of use modified, at no liability to, and under the sole discretion of TAIHEN TECHNOLOGY.
Section 13. User Content
13.1 As a user of our Services, you may provide us with content produced, uploaded, copied, published or disseminated by you when using our Services, including but not limited to account headshot and name, messages, text, audio, picture, video or image-text, as well as any other content that you post, transmit, or submit through our Services (collectively, “User Content”). By submitting any User Content to us, you hereby represent and warrant that you own all rights to the User Content or, alternatively, that you have the right to give us the license described below, including the correct and legal permissions and consents for any personally identifiable information you may provide to, or upload by way of, our Services. You shall be solely responsible for your own User Content and the consequences of posting or publishing it. By posting, submitting, or otherwise transmitting any User Content you hereby grant and will grant to TAIHEN TECHNOLOGY and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicenseable, perpetual, irrevocable license to copy, display, transmit, perform, distribute, store, modify, make derivative works of and otherwise use in any manner your User Content in connection with the operation of our Services or any other products or services of TAIHEN TECHNOLOGY, or the promotion, advertising or marketing thereof, in any form, medium or technology now known or later developed (including without limitation publishing your User Content on the Internet or on third party services such as social media accounts, sharing it with blogs, etc., and allowing other users to share listings that include your User Content). You further represent and warrant that the User Content does not infringe on the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party. We are not under any obligation to review any User Content posted by you through our Services, although we reserve the right to do so with or without notice, to prevent or rectify any alleged violations of these Terms or any applicable law. We reserve all defenses made available to us by the Communications Decency Act and any other applicable laws, rules, or regulations. We may refuse to accept or display the User Content, and may remove or delete all or any portion of the User Content at any time.
13.2 You understand that TAIHEN TECHNOLOGY is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Content and that such User Content is not the responsibility of TAIHEN TECHNOLOGY. You further understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the TAIHEN TECHNOLOGY with respect thereto. Any and all User Content you upload is not considered confidential by TAIHEN TECHNOLOGY, will be treated as public information, and you agree and understand is intended to be shared with other users of our Services as well as third parties, all in TAIHEN TECHNOLOGY’s sole discretion, and TAIHEN TECHNOLOGY has no control or liability over what other users do with User Content. You understand and agree that TAIHEN TECHNOLOGY will not be liable for any treatment of User Content as confidential and you waive all rights with respect to any such claims of confidentiality.
13.3 You shall ensure that no User Content:
(a) Constitutes, encourages or provides instructions for a criminal offense, violates the rights of any party or otherwise creates liability or violates any local, state, national or international law;
(b) Promotes obscenity, pornography, gambling, violence, murder or terror, or abetting crimes;
(c) Insults or defames others, or damages others’ legal interests;
(d) Infringes or violates another person’s rights, including any patent, trademark, trade secret, copyright or other intellectual property rights;
(e) Violates any provision of these Terms, or any other agreement between you and TAIHEN TECHNOLOGY;
(f) Contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
(g) Impersonates, or misrepresents your affiliation with, any person or entity;
(h) Contains any unsolicited promotions, political campaigning, advertising or solicitations;
(i) Is prohibited by laws or administrative regulations; and
(j) Interferes with the normal operation of TAIHEN TECHNOLOGY or infringes upon the legitimate rights and interest of any other user or third party.
13.4 You shall not make, upload, copy, publish or disseminate any User Content that contains:
(a) Any sexually suggestive content;
(b) Any abusive or threatening content;
(c) Any harassing, malicious or fraudulent information or any spam;
(d) Any private or personal information or data of another person; and
(e) Any content infringing upon any other’s right of reputation, right of portrait, intellectual property rights, trade secrets or other legal rights;
13.5 No User Content transmitted or published through our Services reflects or represents, or will be deemed to reflect or represent ,TAIHEN TECHNOLOGY’s views, positions or policies. TAIHEN TECHNOLOGY assumes no responsibility for such User Content.
13.6 If TAIHEN TECHNOLOGY believes your User Content has breached any of the restrictions in this Section 13 in TAIHEN TECHNOLOGY’s sole discretion, TAIHEN TECHNOLOGY may delete such User Content, temporarily or permanently suspend your account or take any other actions that TAIHEN TECHNOLOGY deems necessary to protect itself, its users, or our Services. Enforcement of this Section 13 is solely at TAIHEN TECHNOLOGY’s discretion, and failure to enforce any provisions of this Section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section does not create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content restricted by this Section.
Section 14. Acceptable Use of Our Services
14.1 You shall not use our Services to do any of the following:
(a) Submit or publish any false information, use any other’s headshot or data without permission, or impersonate any other person;
(b) Force or induce other users to follow or click any link page or shared information;
(c) Fabricate or conceal facts to mislead or deceive others;
(d) Create false accounts, including in batch by technical means;
(e) Engage in any illegal or criminal activity using a TAIHEN TECHNOLOGY account or our Services;
(f) Make, publish, operate or spread any method or tool related to the above behaviors, whether or not for commercial purposes;
(g) Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
(h) Use or attempt to use another user’s account without authorization from that user and TAIHEN TECHNOLOGY;
(i) Misrepresent your affiliation with a person or entity;
(j) Sell or resell our Services;
(k) Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
(l) Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
(m) Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
(n) Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
(o) Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
(p) Develop or use any applications that interact with our Services without our prior written consent;
(q) Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
(r) Bypass or ignore instructions contained in our robots.txt file;
(s) Other acts that violate laws and regulations, infringe on the legitimate rights and interests of any other user, interfere with the normal operation of TAIHEN TECHNOLOGY or are not expressly authorized by TAIHEN TECHNOLOGY;
(t) In any way which may breach Terms, conditions, contracts or other agreements between TAIHEN TECHNOLOGY or any of its affiliates and third parties;
(u) To sell or distribute counterfeit items;
(v) To illegally import or export items;
(w) To engage in the unauthorized sale of brand name or designer products or services; or
(x) In a way that directly infringes or facilitates infringement upon the trademark, patent, copyright, trade secrets, proprietary or privacy rights of any third party.
14.2 You are solely responsible for the authenticity, legality, accuracy and effectiveness of the information transmitted through your TAIHEN TECHNOLOGY account or otherwise by you in connection with our Services. Any legal or other liability related to the information transmitted by you shall be borne by you. You understand and agree that you will be liable for any damage incurred by TAIHEN TECHNOLOGY or any third party due to the information transmitted by you.
Section 15. Third Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through our Services including through advertisements (collectively, “Third-Party Content”). Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content is solely between you and the third party. TAIHEN TECHNOLOGY does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
Section 16. Privacy
Any data and information collected or generated by TAIHEN TECHNOLOGY may be transferred to or stored in other countries. For information regarding how we handle, use, or share personal information, please read our Privacy Policy.
Section 17. Disclaimers
17.1 Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, TAIHEN TECHNOLOGY does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While TAIHEN TECHNOLOGY attempts to make your use of our Services and any content therein safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of our Services.
17.2 Unless otherwise agreed by TAIHEN TECHNOLOGY, TAIHEN TECHNOLOGY is not a Buyer or Seller of Products and will not be responsible for the acts or omissions of user. Entering into these Terms with TAIHEN TECHNOLOGY in connection our Services in no way means, and shall not be interpreted to mean, that TAIHEN TECHNOLOGY makes any express or implied warranty regarding the acts or omissions of Buyers or Sellers you transact with.
Section 18. Intellectual Property Rights
18.1 Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by TAIHEN TECHNOLOGY or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services for your own personal use. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
18.2 The copyrights and trademark rights of the graphics, characters and their components involved in our Services, as well as TAIHEN TECHNOLOGY’s logos and product and service names (hereinafter, referred to as “TAIHEN TECHNOLOGY Marks“) shall belong to TAIHEN TECHNOLOGY. Without the prior written consent of TAIHEN TECHNOLOGY, you shall neither display, use or otherwise dispose of TAIHEN TECHNOLOGY Marks in any way, nor claim the right to display, use or otherwise dispose of TAIHEN TECHNOLOGY Marks. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
18.3 The above intellectual property rights and other intellectual property rights owned by TAIHEN TECHNOLOGY or relevant advertisers are protected by law. Without the written approval of TAIHEN TECHNOLOGY or relevant advertisers, you shall not use, or create derivatives of, the same in any form.
18.4 You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about TAIHEN TECHNOLOGY or our Services (collectively, “Feedback”). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in TAIHEN TECHNOLOGY’s sole discretion. You understand that TAIHEN TECHNOLOGY may treat Feedback as non-confidential.
Section 19. Remedies
19.1 Any account suspended or terminated by TAIHEN TECHNOLOGY will remain suspended unless otherwise decided by TAIHEN TECHNOLOGY. If you would like to appeal a suspension/termination, an appeal may be submitted to TAIHEN TECHNOLOGY by email to[email protected].
19.2 You understand and agree that TAIHEN TECHNOLOGY may take legal or other actions in response to your violation of applicable laws, these Terms, or any other agreement or policy applicable to your use of our Services. However, nothing in these Terms shall constitute an obligation or commitment of TAIHEN TECHNOLOGY to discover or take timely actions against violations of applicable laws, these Terms, or any other agreement or policy applicable to your or another users’ use of our Services.
Section 20. Force Majeure
You understand and acknowledge that in your use of our Services, there may be Force Majeure Events which interrupt or interfere with your use or enjoyment of our Services. “Force Majeure Event” means acts or events outside of TAIHEN TECHNOLOGY’s reasonable control that have a significant impact on your use or enjoyment of our Services, including but not limited to data breaches, cyber terrorism, user location, user equipment shutdown, transportation problems, labor, civil disturbances, interruptions of power supply or communications, breakdown of internet service provider and natural disasters such as floods, earthquakes, epidemics and storms, as well as social and political events such as war, turmoil, and acts of government. TAIHEN TECHNOLOGY will not be responsible for damages for delays or failures in performance resulting from a Force Majeure Event. TAIHEN TECHNOLOGY will make commercially reasonable efforts resume its performance immediately after the cause of the failure has been remedied, and you will accept TAIHEN TECHNOLOGY’s delayed performance.
Section 21. Termination
21.1 You may stop using our Services at any time. TAIHEN TECHNOLOGY reserves the right to terminate or suspend your use of our Services or your account for any reason in our discretion, including without limitation, your breach of these Terms. Termination or suspension of your account will not waive any obligations incurred by you or any claims we may have against you arising prior to termination and suspension.
21.2 If your account is terminated for any reason, (a) all Rewards associated with your account will be cancelled; and (b) you will no longer have access to User Content or other data or information associated with your account.
21.3 All provisions of the Terms which by their nature are intended to survive, shall survive termination of these Terms, including without limitation, ownership provisions, disclaimer of warranties, and limitations of liability.
Section 22. RELEASE
To the fullest extent permitted by applicable law, you release TAIHEN TECHNOLOGY and the other TAIHEN TECHNOLOGYParties (defined below) from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
Section 23. LIMITATION OF LIABILITY
23.1 NOTWITHSTANDING OUR RIGHT TO ACT AS PAYMENT COLLECTION AGENT FOR THE SELLER OR ASSIGN SUCH RIGHT TO OUR THIRD PARTY FUND COLLECTION AGENT FOR THE LIMITED PURPOSES OF ACCEPTING FUNDS FROM YOU, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL TAIHEN TECHNOLOGY PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF DATA, PROFITS, REVENUE OR GOODWILL, REPUTATIONAL HARM, BUSINESS INTERRUPTION, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR (B) YOUR USE OF THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INABILITY TO ACCESS OR USE OF THE SERVICES OR THE PURCHASE AND USE OF PRODUCTS OFFERED ON OR THROUGH THE SERVICES, EVEN IF WE OR ANY OTHER PERSON HAS FORESEEN OR BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A TAIHEN TECHNOLOGY PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR GROSS NEGLIGENCE, OUR FRAUD OR FRAUDULENT MISREPRESENTATION, INTENTIONAL, WILLFUL, MALICIOUS, OR RECKLESS MISCONDUCT.
23.2 THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, ANY DAMAGES OR PERSONAL INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.
23.3 YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT BY ANY USER OF THE SERVICES.
23.4 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT TAIHEN TECHNOLOGY PARTIES ARE LIABLE TO YOU EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) $100.00; OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TAIHEN TECHNOLOGY PARTY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR GROSS NEGLIGENCE, INTENTIONAL, WILLFUL, MALICIOUS, OR RECKLESS MISCONDUCT, FRAUD OR FRAUDULENT MISREPRESENTATION. THE PRECEDING SENTENCE SHALL NOT PRECLUDE THE REQUIREMENT FOR YOU TO PROVE ACTUAL DAMAGES.
23.5 CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
23.6 THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE ESSENTIAL TO THE AGREEMENT BETWEEN YOU AND US.
Section 24. Indemnity
24.1 To the fullest extent permitted by the applicable law, you agree to indemnify, defend and hold us, our parents, subsidiaries, affiliates, directors, officers, agents, employees, suppliers, licensors and partners (individually and collectively, the “TAIHEN TECHNOLOGY Parties”) harmless from and against all claims, demands, liabilities, damages, losses, costs and expenses (including reasonable attorneys‘ fees) (“Claim”) arising out of or related to: (a) your use of our Services, including without limitation, User Content, Feedback, and any actions taken by a third party using your account; (b) your violation of any provision of these Terms; (c) your violation, misappropriation, or infringement of any rights of another party, including without limitation any copyright, property, or privacy right or any third-party agreement; (d) your violation of any applicable laws, rules, or regulations; (e) federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order, or decree; (g) any erroneous or fraudulent transactions, including when unauthorized, lost or stolen payment credentials or accounts are used to access our Services; (h) your violation of any Terms, conditions, contracts or other agreements between you and/or TAIHEN TECHNOLOGY with any Fund Collection Agent (as defined in Section 9.3 Fund Collection Agent); (i) any fees, fines, disputes, penalties, refunds, reversals, returns, chargebacks or any other liability due to your use of payment processing services provided by a Fund Collection Agent; and (j) any dispute with a Fund Collection Agent that is caused directly or indirectly by you. In the event of such a claim, suit, or action, we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations under these Terms). You agree to promptly notify TAIHEN TECHNOLOGY Parties of any third-party Claims, cooperate with TAIHEN TECHNOLOGY Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees).
24.2 We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will fully cooperate with us in asserting any available defenses.
24.3 You agree that all rights and obligations of indemnification in this Section shall survive termination of your account, the Terms and/or your access to our Services. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and TAIHEN TECHNOLOGY or the other TAIHEN TECHNOLOGY Parties.
Section 25. Communications
25.1 By entering into these Terms or using our Services, you agree to receive communications from us, including but not limited to via e-mails, text message, calls and push notices. You agree that we may communicate with you using email and text messages, at any email address or telephone number that you provide us, to: (i) notify you regarding your account; (ii) troubleshoot problems with your account; (iii) resolve a dispute; (iv) collect a debt; (v) poll your opinions through surveys or questionnaires; (vi) notify you regarding order, payment and delivery updates; (vii) send you authentication texts; or (viii) as otherwise necessary to service your account or enforce these Terms, any other policies or agreements applicable to your use of our Services, and applicable laws and regulations.
25.2 If you wish to opt out of marketing emails, you can unsubscribe from our marketing email list by following the unsubscribe options in the marketing email itself.
25.3 You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication. When signing up for our Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for our Services and providing us with your wireless number, you confirm that you want TAIHEN TECHNOLOGY to send you information that we think may be of interest to you, which may include TAIHEN TECHNOLOGY using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from TAIHEN TECHNOLOGY, and you represent and warrant that each person you register for our Services or for whom you provide a wireless phone number has consented to receive communications from TAIHEN TECHNOLOGY.
25.4 Our communications with you may be through a third-party service provider. You acknowledge and consent that, subject to our Privacy Policy, your communications with us, our agents or Sellers may be monitored and stored for quality control and training purposes, or to protect your, our and/or Sellers’ interests.
Section 26. Dispute Resolution; Binding Arbitration
26.1 Please read the following section carefully because it requires you to arbitrate certain disputes and claims with TAIHEN TECHNOLOGY and limits the manner in which you can seek relief from us, unless you opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration agreement. In addition, arbitration precludes you from suing in court or having a jury trial.
26.2 No Representative Actions. You and TAIHEN TECHNOLOGY agree that any dispute arising out of or related to these Terms or our Services is personal to you and TAIHEN TECHNOLOGY and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.
26.3 Arbitration of Disputes. Except for small claims disputes in which you or TAIHEN TECHNOLOGY seeks to bring an individual action in small claims court located in the county of your billing address or disputes in which you or TAIHEN TECHNOLOGY seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and TAIHEN TECHNOLOGY waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, for any dispute or claim that you have against TAIHEN TECHNOLOGY or relating in any way to our Services, you agree to first contact TAIHEN TECHNOLOGY and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to TAIHEN TECHNOLOGY by email at [email protected]. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. Our notice to you will be similar in form to that described above. If you and TAIHEN TECHNOLOGY cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration or, under the limited circumstances set forth above, in court.
26.4 You and TAIHEN TECHNOLOGY agree that these Terms affect interstate commerce and that the enforceability of Section 26 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA and these Terms, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.
26.5 The arbitrator, TAIHEN TECHNOLOGY and you will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the dispute(s) therein. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision.
26.6 You and TAIHEN TECHNOLOGY agree that the state or federal courts of the State of Delaware and the United States have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
26.7 You and TAIHEN TECHNOLOGY agree that regardless of any statute or law to the contrary, any claim arising out of or related to our Services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
26.8 You have the right to opt out of binding arbitration within 30 days of the date you first accepted the Terms of this Section 26 by written notice. In order to be effective, the opt-out notice must include your full name and address and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 28.
26.9 If any portion of this Section 26 is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Section 26 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 26; and (c) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 26 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 26 will be enforceable.
Section 27. WaTAIHEN TECHNOLOGYiver of Jury Trial
YOU AND HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.
Section 28. Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of the State of Delaware, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of Delaware and the United States, respectively.
Section 29. Miscellaneous
29.1 California Rights. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.
29.2 No waiver. If you have violated these Terms, but we do not take any action against you, we are entitled to exercise our rights as agreed herein and take remedial actions in any other situation where you violate these Terms.
29.3 Relationship between TAIHEN TECHNOLOGY and Users. You acknowledge and agree that no joint venture, partnership, employment, or agency relationship exists between you and TAIHEN TECHNOLOGY. You agree that you will not act as a representative of TAIHEN TECHNOLOGY, or an agent or employee of TAIHEN TECHNOLOGY， and we will not be liable for any of your statements, action or inaction. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
29.4 Severability. In case any provision hereof is or becomes unlawful, void, invalid or unenforceable for any reason, that provision or part of the provision is deemed severable from these Terms and shall not affect the validity or enforceability of any remaining provisions.
29.5 Assignment. You may not assign, delegate, or transfer these Terms, or your rights and obligations hereunder, to any other person in any way (by operation of law or otherwise) without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may transfer, assign, or delegate these Terms and its rights and obligations hereunder to any other person without your consent.
Section 30. Compliance with Stripe Terms and conditions
TAIHEN TECHNOLOGY may enable Buyers to set up accounts with Stripe Payments Singapore Pte. Ltd. (“Stripe”) and other Stripe affiliated entities. If you have an account with Stripe, you must agree to Stripe’s Services Agreement, the Connected Account Agreement and any other agreement or documentation that are imposed by Stripe (collectively, the “Stripe Agreements”) as a condition of accessing our Services.
You agree that TAIHEN TECHNOLOGY has no liability for any breach caused, directly or indirectly, by you under the Stripe Agreements. Where such a breach occurs, you agree to indemnify TAIHEN TECHNOLOGY according to Section 24.
Section 31. Compliance with Alipay Terms and conditions
TAIHEN TECHNOLOGY may enable Sellers to set up accounts with Alipay Merchant Services Pte Ltd (“Alipay”) and other Alipay affiliated entities. If you have an account with Alipay, you must agree to the Terms, conditions, contracts or other agreements that are imposed by Alipay (collectively, the “Alipay Agreements”) as a condition of accessing our Services.
You agree that TAIHEN TECHNOLOGY has no liability for any breach caused, directly or indirectly, by you under the Alipay Agreements. Where such a breach occurs, you agree to indemnify TAIHEN TECHNOLOGY according to Section 24.
Section 32. Contact Us
Please read these Terms carefully, and if you have any questions, comments, or concerns regarding our Services or the content of these Terms, please contact us at[email protected].
MOBILE APPLICATION TERMS
Section 1. Notice Regarding Apple
This section only applies to the extent you are using our mobile application(s) on an iOS device in connection with our Services. You acknowledge that these Terms are between you and us only, not with Apple Inc. (“Apple”), and Apple is not responsible for our Services and the content thereof. Your right to use our Services in application form on an iOS device is limited to a non-transferable license to use the application on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Service Terms and Conditions. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to our Services. In the event of any failure of our Services to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to our Services. Apple is not responsible for addressing any claims by you or any third party relating to our Services or your possession and/or use of our Services, including: (a) product liability claims; (b) any claim that our Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy, or similar legislation. All such responsibility is allocated between you and us under these Terms. Apple is not responsible for the investigation, defense, settlement or discharge of any third party claim that our Services and/or your possession and use of our Services infringe a third party’s intellectual property rights. You agree to comply with any applicable third party Terms when using our Services. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that (x) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. Government list of prohibited or restricted parties.
Section 2. Notice Regarding Google
This section only applies to the extent you are using our mobile application(s) on an Android device in connection with our Services. You acknowledge that these Terms are between you and us only, not with Alphabet Inc. (“Google”), and Google is not responsible for our Services or the content thereof. You agree that Google is not responsible for any maintenance or support services in connection with our Services.
