Before applying to become a KongfuMall seller or activating operating permissions for relevant KongfuMall categories (hereinafter referred to as "Categories"), you must carefully read and comply with all terms of this Agreement. Please carefully review and fully understand each clause, particularly those highlighted in bold or underlined, including but not limited to clauses exempting or limiting KongfuMall's liability, clauses restricting your rights, and clauses regarding dispute resolution, jurisdiction, and applicable law.
If you have any questions regarding the terms of this Agreement, please contact KongfuMall customer service for clarification. KongfuMall will explain the terms to you. If you disagree with any part of this Agreement or are unable to accurately understand KongfuMall's explanation of the terms, please refrain from proceeding with any further actions. Otherwise, it shall be deemed that the legal entity associated with your KongfuMall account has accepted the terms and conditions described below and agrees to be bound by this Agreement.
KongfuMall Merchant Onboarding Service Agreement
Public Notice Date: November 1, 2025
KongfuMall Merchant Service Agreement (hereinafter referred to as "this Agreement") is jointly established by the seller user (hereinafter referred to as "Party A," "Seller," or 'You') and Kongfu Cat (Guangzhou) Cross-Border E-Commerce Service Co., Ltd. (hereinafter referred to as "Party B," also known as "We," "Platform," or "KongfuMall "), which provides platform technical services to You.
Article 1 Background of the Agreement
1.1 To standardize sellers' business conduct within their enrolled categories and when utilizing KongfuMall services, clarify sellers' rights and obligations, foster a regulated and orderly trading environment, and safeguard the lawful rights and interests of both sellers and buyers, both parties shall jointly abide by this Agreement.
1.2 In addition to this Agreement, you shall also comply with the Merchant Onboarding Supplier Contract signed during account registration and other terms stated on the platform.
Article 2 Definitions
2.1 Kongfu Mall Platform: Refers to the e-commerce platform provided by Kungfu Cat (Guangzhou) Cross-Border E-Commerce Service Co., Ltd., offering internet information services along with related software and technical support, accessible at https://www.kongfumall.com/.
2.2 Categories: Refers to the classification of the KongfuMallplatform into distinct business categories (including special categories) based on operational and risk management requirements. Each category (including special categories) implements separate merchant onboarding policies according to its specific operational strategy and brand positioning. Specific details shall be subject to the merchant onboarding rules published by the KongfuMallplatform. Independent merchant onboarding policies apply to each business category.
2.3 Category Services/Services: Refers to the internet information publishing services and related technical services provided by KongfuMall under the Platform Agreement to enable your business operations across various categories on the KongfuMall platform. Party B provides technical services related to internet information services.
2.4 Service Activation: Refers to the process whereby KongfuMall , after approval, permits sellers to list products in different categories, utilize category services, and notifies the seller accordingly.
2.5 Market Management Measures: Measures taken by KongfuMall to maintain orderly market operations, including but not limited to removing or deleting products, restricting product listing permissions, temporarily suspending category services, expulsion, account freezing, or account closure, in response to sellers' breaches or violations.
2.6 Expulsion Process: Refers to the immediate initiation of expulsion procedures when a seller applies, KongfuMall decides, or other termination conditions are met. KongfuMall will cease providing category services to the seller and implement corresponding market management measures. The seller must fulfill all obligations and complete required procedures as stipulated in this Agreement or relevant rules. The expulsion process is divided into category expulsion and platform expulsion.
2.7 E-Commerce Law: Refers to the E-Commerce Law of the People's Republic of China, effective January 1, 2019, and its amended versions from time to time.
2.8 Measures for the Supervision and Administration of Online Transactions: Refers to the Measures for the Supervision and Administration of Online Transactions (Order No. 37 of the State Administration for Market Regulation), issued by the State Administration for Market Regulation and effective May 1, 2021, and its amended versions from time to time.
Article 3: Entry into Force and Scope of Application
3.1 You voluntarily apply to join the KongfuMall platform to engage in cross-border trade services. KongfuMall provides you with category services in accordance with the terms of this Agreement.
3.2 By clicking to confirm via the web interface or otherwise selecting to accept this Agreement-including but not limited to joining KongfuMall categories or using category services (such as listing products, enrolling in platform marketing activities, or completing online transactions) without explicitly clicking to confirm-you agree to all terms and conditions herein.
3.3 This Agreement comprises the main text and its attachments. It constitutes a binding component and supplement to the legal relationship between KongfuMall and sellers. Platform rules serve as supplementary provisions to this Agreement, possessing equal legal force and binding effect on sellers.
3.4 This Agreement takes effect upon your signing. KongfuMall reserves the right to update or modify the Platform Agreement or Platform Rules from time to time as required for platform operations. KongfuMall will notify you of any revisions via website announcements, in-app messages, or email at least 7 days prior to the effective date of the amended Platform Agreement or Platform Rules. The revised Platform Agreement or Platform Rules shall become effective after the legally prescribed reasonable period following their publication and shall be binding upon you. If you disagree with the relevant changes, you must contact KongfuMall and immediately cease using the Category Services/Services. Your continued use of the Category Services/Services shall be deemed as your acceptance of the amended Platform Agreement or Platform Rules without objection and your agreement to comply with them.
3.5 You acknowledge and agree that signing this Agreement does not guarantee approval for Seller Category Services. KongfuMall will conduct a comprehensive review based on your operational capabilities, service quality, product quality, and brand attributes. The actual provision of services shall be subject to KongfuMall's notification or the specific granting of relevant permissions.
Article 4: Category Service Activation and Term
4.1 Category services will be activated within fifteen (15) business days after all the following conditions are met:
4.1.1 The seller signs the Platform User Agreement and registers as a KongfuMall member;
4.1.2 The seller agrees to accept this Agreement and signs it;
4.1.3 The seller submits relevant information and materials truthfully according to category requirements and passes the review;
4.1.4 KongfuMall issues a service activation notice to the seller.
4.2 KongfuMall reserves the right to independently determine whether to approve your category service application based on comprehensive factors including platform operations, industry development, and consumer interests. You acknowledge that KongfuMall's assessment criteria constitute its trade secrets. Therefore, KongfuMall is not obligated to provide reasons for rejecting your application nor bear any liability. As one possible scenario, if the platform identifies through seller-provided or independently detected information that you, your actual controller, affiliates, or their actual controllers have engaged in activities severely detrimental to consumer interests-such as malicious counterfeit sales, fake reviews, qualification fraud, persistent sale of substandard goods, low average DSR product description scores, high store dispute rates, or low positive review rates, thereby severely harming consumer interests; or if you have been penalized for specific serious violations through actions like malicious complaints; or if you have engaged in conduct that seriously jeopardizes transaction security, KongfuMall reserves the right to prohibit your access to the platform and refuse to activate category services for you.
Article 5 Commissions and Other Fees
5.1. Platform Commission
5.1.1 Commission Rate: This platform charges a 15% commission on the total sales amount (excluding shipping fees) for each order completed by the seller through this platform;
5.1.2 Purpose of Commission: This commission serves as compensation for the comprehensive services provided by the platform to sellers, including e-commerce transaction facilitation, technical support, platform operation and maintenance, marketing promotion, customer service, and payment processing channels;
5.1.3 Settlement Method: The commission will be automatically deducted during the settlement of each order's payment. That is: The payable amount to the seller = Total order sales amount × (1 – 15%).
5.2 Annual Technical and Service Fee
5.2.1 Fee Standard: To maintain normal store operations and access the platform's basic technical services, sellers must pay an annual technical and service fee of RMB 88,000 per year (subject to periodic revisions);
5.2.2 Payment Cycle:
This fee is calculated on a calendar year basis. New sellers must pay the pro-rated amount for the remaining period of the current year upon completing onboarding;
Subsequent annual fees must be paid in full by January 31st of each respective year;
5.2.3. Renewal and Withdrawal: Should a seller fail to complete renewal before the annual fee expires, this platform reserves the right to suspend or terminate their store operation privileges. Should a seller voluntarily withdraw from the platform, any annual fees already paid shall not be refunded.
Article 6: Settlement Methods and Periods
6.1 Settlement Currency
6.1.1 This platform offers sellers two settlement currencies: Renminbi (CNY) and US Dollar (USD). Sellers must select one as their default settlement currency upon registration based on their circumstances;
6.1.2 Once selected, the settlement currency cannot be changed within a calendar year. If a change is necessary, sellers may submit a request to the platform, effective in the following year.
6.2 Receiving Accounts
6.2.1 Sellers are obligated to bind a valid domestic CNY receiving account or overseas USD receiving account corresponding to their selected settlement currency within the Seller Backend;
6.2.2 Sellers shall bear all losses arising from incorrect, expired, invalid, or non-compliant receiving account information provided, including violations of relevant national laws and regulations.
6.3 Settlement Cycle and Disbursement
6.3.1 The platform's fixed disbursement dates are the 1st and 14th of each month (automatically postponed to the next business day if falling on a statutory holiday);
6.3.2 The platform will settle based on orders confirmed as delivered by buyers. Amounts for orders not yet confirmed as delivered will be displayed as "Funds in Transit" and excluded from the settlement scope.
6.4 Calculation of Settable Amount
6.4.1 On any disbursement date, the settable amount for sellers is calculated as follows:
Settable Amount = (Total Transaction Amount of Delivered Orders) – (Total Transaction Amount of Delivered Orders × 15%);
6.4.2 The 15% deduction in the above formula represents the platform commission.
6.5 Disbursement Modes
6.5.1 Seller-Initiated Withdrawal: Sellers may submit withdrawal requests for the "Settlement Amount" at any time via the Seller Backend. The platform will disburse funds to the seller's designated receiving account within 3-5 business days after receiving the request;
6.5.2 Platform-Initiated Disbursement: If sellers do not proactively request withdrawal, the platform will automatically transfer the "settlement-eligible amount" accrued up to the day before the disbursement date to the seller's designated receiving account on fixed disbursement dates (the 1st and 14th of each month).
6.5 Fund Status Explanation
6.6.1 Funds in Transit: Refers to order amounts paid by buyers but not yet confirmed as delivered. These funds are not considered "settleable amounts." They will automatically roll over to the next settlement cycle after the buyer confirms receipt;
6.6.2 Settleable Amount: Refers to the net order amount after the buyer has confirmed receipt and the platform commission has been deducted. Sellers may request withdrawal for these funds or wait for the platform's automatic disbursement.
Article 7: Rights, Obligations, and Platform Management of KongfuMall
7.1 KongfuMall is obligated to maintain the normal operation of services across all categories based on existing technology, enabling merchants to conduct business activities smoothly within their respective categories. However, KongfuMall provides technical services solely on a "good faith," "as-is," "as-available," and "without warranty of any kind" basis. KongfuMall makes no representations or warranties regarding the timeliness, accuracy, uninterrupted availability, or fault-free operation of transaction services and shall not be liable for any such issues.
7.2 In accordance with the E-Commerce Law, the destination of goods, and/or other applicable laws and regulations, you shall submit to KongfuMall your authentic information including identity, address, contact details, administrative permits, etc. KongfuMall reserves the right to verify the authenticity of the information you provide and disclose it as required by applicable laws and regulations. KongfuMall reserves the right to display, verify, inspect, or inquire about your business registration information, tax registration details, and related data. You agree that when tax authorities lawfully request access to your tax-related information, the platform has the right to provide relevant data to government regulatory agencies in accordance with legal procedures. If KongfuMall independently determines that your business registration information, tax registration, or related details do not comply with relevant laws and regulations, it reserves the right to require you to make corrections within a reasonable timeframe. Should you fail to correct such information within the specified period, KongfuMall may remove or delete store products, suspend your category privileges, freeze or close your store, and/or cease providing all services to you.
7.3 If a seller violates the Platform Agreement or Platform Rules, or if KongfuMall has reasonable grounds to suspect that any actions or operations undertaken or likely to be undertaken by the seller violate the Platform Agreement or Platform Rules, and such violations harm the interests of buyers or the Platform, KongfuMall reserves the right to implement market management measures against the seller's account, store, and any other KongfuMall accounts under their actual control. Specific market management measures include but are not limited to warnings, point deductions, suspension (freezing) or termination (exclusion) of category services, and freezing of transaction services under the seller's account.
7.4 In addition to existing platform rules, KongfuMall reserves the right to establish and periodically revise various category business management standards and other rules and regulations to maintain the normal operation of each category. KongfuMall will announce such rules prior to their effective date or modification within a reasonable timeframe. If you disagree with the relevant rules or adjustments, you shall immediately cease using the category services during the notice period.
7.5 The types and quantities of products that may be listed under each category. KongfuMall shall provide reasonable advance notice before implementing such adjustments. If you disagree with the relevant adjustments, you shall immediately cease using the category services during the notice period.
7.6 You understand that KongfuMall cannot and will not conduct prior reviews of sellers' transactional activities on the KongfuMall platform or other matters related to such transactions. However, if KongfuMall has reasonable grounds to suspect that a seller has engaged in or may engage in any conduct during a transaction that violates this Agreement or the Platform User Agreement, or harms the interests of buyers or KongfuMall , KongfuMall reserves the right to conduct an investigation and request the seller to provide relevant supporting documentation. The seller shall cooperate reasonably with such requests. If the seller is unable or refuses to provide such evidence, KongfuMall reserves the right to implement market management measures against the seller's account, store, and any other KongfuMall accounts under their actual control. Such measures include but are not limited to warnings, point deductions, suspension (freezing) or termination (removal) of category services, freezing the account balance under the seller's account until the resolution of order disputes, or closure of the store.
7.7 To safeguard the platform's transaction order and consumer interests, KongfuMall reserves the right to conduct unscheduled inspections of sellers' products (or products intended for sale) to verify their lawful sourcing and authenticity. This may include requesting relevant documentation, inspecting products under either visible or anonymous conditions, or submitting products to third-party inspection agencies. KongfuMall reserves the right to independently assess the legality and compliance of products based on inspection results or submitted documentation, and to enforce actions under this Agreement accordingly. Merchants may contest inspection, sampling, or authentication results conducted by KongfuMall or its appointed third parties by providing supporting evidence; however, KongfuMall retains sole discretion to make final determinations.
7.8 KongfuMall reserves the right to implement market management measures against seller stores that severely impact buyer experience, based on buyer feedback (including DSR average scores for product descriptions, store dispute rates, positive review rates, etc.), in accordance with platform rules. including but not limited to warnings, point deductions, suspension or termination of category services, freezing transaction services under the seller account, freezing account balances, disabling withdrawal functions, revoking or restricting advance payment privileges, or closing the store.
7.9 KongfuMall reserves the right to establish product control standards for various categories based on legal requirements, regulatory demands, product quality/industry standards, and product risk assessments applicable to the product's place of origin, place of sale, place of import, or other regions. KongfuMall may formulate seller product admission and testing requirements according to these standards and require sellers to provide relevant supporting documentation (including but not limited to certificates, documents, images, photographs, reports, etc.). Sellers acknowledge that to comply with applicable legal or regulatory requirements, or for promotional purposes, KongfuMall may provide relevant documentation and corresponding store/product information to regulatory authorities or third parties.
7.10 You understand that if relevant government regulatory authorities discover any illegal activities by sellers and lawfully require KongfuMall to take measures to stop such activities, KongfuMall will cooperate and take corresponding measures, including but not limited to providing relevant information and materials, implementing market management measures, etc.
7.11 In accordance with the E-Commerce Law and relevant laws and regulations, when KongfuMall takes measures such as suspending or terminating services against sellers for illegal activities based on laws, regulations, rules, or relevant agreements and transaction rules, it reserves the right to publicly disclose information including the seller's store name, nature of the violation, and the imposed measures.
7.12 When disputes arise between buyers and sellers, sellers shall handle them in accordance with the relevant provisions of the Platform User Agreement. Simultaneously, without prejudice to the validity of the Platform User Agreement, to enhance user experience, the Platform and its affiliates provide sellers with agency services ("After-Sales Protection Service") for specific buyer-seller disputes. This service involves compensating buyers using funds from the Platform or its affiliates for the seller's benefit. Sellers acknowledge that this agency service constitutes a purely beneficial act. The Platform retains absolute discretion to determine whether, when, and how to perform such services for sellers, and reserves the right to modify rules pertaining to the After-Sales Protection Service within the Platform Rules through public announcements from time to time. For the avoidance of doubt, the After-Sales Protection Service does not in any way exempt the Seller from fulfilling any obligations under the Platform User Agreement, this Agreement, or applicable laws and regulations, including but not limited to obligations and liabilities related to intellectual property rights, product defect liability, after-sales service, and consumer protection.
7.13 The Seller understands that, in accordance with requirements from relevant government regulatory authorities, KongfuMall will lawfully report or provide the Seller's relevant information, including but not limited to:
(a) The Seller's identity information and other details, product or service information, payment records, logistics and delivery, returns/exchanges, and after-sales transaction information;
(b) Information related to the Seller's violations of laws and regulations, actions detrimental to national interests or public welfare, or conduct contrary to public order and good morals; KongfuMall shall also actively cooperate with relevant government regulatory authorities in monitoring illegal online transactions through technical means;
(c) Data information such as prices, sales volumes, and sales figures for goods or services within specific time periods, categories, or regions on the KongfuMall platform, including Seller information.
7.14 In accordance with the E-Commerce Law and relevant laws and regulations, KongfuMall reserves the right to retain identity information, relevant product or service information, and transaction details (including payment records, logistics/delivery, returns/exchanges, and after-sales service) of sellers who exit the platform.
7.15 KongfuMall reserves the right to identify merchants operating on the platform based on information characteristics provided by sellers (including but not limited to company/enterprise name, unified social credit code, legal representative name, platform-registered mobile number, etc.) to identify merchants operating on the KongfuMall platform. If it is discovered that a seller operates more stores than the maximum limit specified by the KongfuMall platform, or if other stores under the same company have buyer feedback (such as average DSR product description scores, store dispute rates, positive review rates, etc.) that severely impact buyer experience, the platform reserves the right to prohibit the seller from accessing the platform based on the information characteristics provided by the seller.
Article 8 Seller's Representations and Warranties
8.1 You possess lawful and unencumbered legal capacity and capacity to act for entering into this Agreement, using the Category Services, and conducting online transactions within the relevant categories. Such actions do not violate any binding contracts or commitments existing prior to the formation of this Agreement.
8.2 The goods you sell or services you provide shall meet requirements for safeguarding personal and property safety as well as environmental protection. In conducting business, you shall adhere to the principles of good faith and fair competition, respect intellectual property rights, and effectively protect buyers' lawful rights and interests. You shall not engage in any transactions that are false, misleading, contrary to public order and good morals, or detrimental to KongfuMall's fair and trustworthy market environment. This includes, but is not limited to: accurately describing goods and transaction information; refraining from listing or selling counterfeit goods, parallel imports, pirated goods, or any items that may infringe upon third-party intellectual property or lawful rights; refrain from listing or selling goods with potential quality defects; avoid listing non-designated category items under specified categories; and refrain from explicitly or implicitly directing buyers to conclude transactions with you through channels outside the platform. You have not had your account permanently closed by the platform or been prohibited from rejoining as a seller due to involvement in selling counterfeit or pirated goods.
8.3 Sellers shall not send commercial messages to consumers without their consent or request. When sending commercial messages, sellers must clearly disclose their true identity and contact information, and provide consumers with a prominent, convenient, and free method to opt out of further communications. Upon explicit refusal by the consumer, sending must cease immediately; resending under a different name is prohibited.
8.4 You shall faithfully fulfill the sales transactions concluded with buyers in accordance with the Platform User Agreement, this Agreement, your commitments to buyers, and relevant laws and regulations. Such relevant laws and regulations include applicable laws and regulations of China and/or the destination country of the goods, as well as the consumer's country of residence. You shall bear obligations including but not limited to those related to quality assurance, services, and after-sales support for transacted goods under the aforementioned applicable laws and regulations. You shall also fulfill or urge consumers to fulfill obligations such as taxation, customs declaration, and customs clearance in accordance with applicable laws and regulations.
8.5 All information provided to the platform during the application and use of category services shall be lawful, true, accurate, and valid (including but not limited to ensuring timely contact via communication channels). Such information includes but is not limited to business entity details and related materials, business entity email address, contact telephone number, contact address, and postal code. You are obligated to immediately notify the Platform and update relevant information and materials upon any changes.
8.6 Any content submitted to the Platform by you, including but not limited to images and text submitted for participation in marketing activities organized by the Platform, shall be lawful and valid, and shall not infringe upon any rights of any third party.
8.7 You shall not commercially exploit any data on KongfuMall , including but not limited to storing any information or data from the KongfuMall platform through means such as copying, technical scraping (web scraping), or mirroring without KongfuMall 's prior written approval, nor shall you sell such information or data to the public or third parties, or transmit or display it for direct or indirect commercial purposes.
Article 9 Seller Obligations
9.1 Pay annual fees and commissions as stipulated in this Agreement, and comply with the representations and warranties set forth herein.
9.2 Comply with the Platform Agreement and Platform Rules, as well as laws and regulations of China, the destination country/region of goods, and/or other applicable jurisdictions, particularly those concerning product quality, intellectual property rights, consumer rights protection, taxation, sanctions, export controls, and marketing. This includes, but is not limited to, providing EU buyers with a 14-day no-reason return service (or a longer period as required by law) starting from the date of receipt (if multiple items are in the order, from the date of receipt of the last item), and a 2-year product warranty (or a longer period as required by local law), in accordance with the relevant laws of the EU member states. When fulfilling the aforementioned two-year product warranty service, sellers acknowledge and shall bear the shipping costs incurred by buyers for product repairs in accordance with the law. Additionally, sellers may be required by law to accept returns and issue refunds for products found to have quality defects.
9.3 Accept KongfuMall 's random product quality inspections and authenticity verifications (including but not limited to engaging independent third-party quality inspection agencies or brand rights holders for authentication, or instructing partner logistics companies to assist with sampling) for the purpose of maintaining a healthy and sustainable marketplace and safeguarding buyer rights. When KongfuMall periodically requests verification of the legal origin or authenticity of goods sold by the seller, the seller is obligated to retain and present documentation proving the lawful source of such goods. If such documentation cannot be provided, KongfuMall will determine the authenticity of the goods based on the actual circumstances, and the merchant agrees to bear the burden of proof under this Agreement.
9.4 You acknowledge and agree that you are solely responsible for any tax obligations arising from your online transactions in any jurisdiction, including but not limited to declaring, collecting, and paying applicable taxes. The prices you set for online transaction goods shall already include any applicable taxes. To facilitate tax configuration, KongfuMall provides automated tax calculation tools in certain countries and regions. These tools compute applicable VAT/GST/sales tax based on information you provide. Additionally, under relevant laws and regulations, we are obligated to withhold and remit taxes related to your online transactions. We will automatically calculate, collect from buyers, and remit applicable taxes based on the information you provide, in compliance with legal requirements. You must ensure that you provide the platform with timely, accurate, and complete information related to tax calculation, collection, and payment. Failure to do so may result in the platform reserving the right to seek compensation from you for any losses incurred. Specific countries and regions are detailed in the platform rules and relevant announcements.
Article 10 Provision and Disclosure of Seller's Business Registration Information
10.1 Sellers shall submit authentic and valid business registration information upon joining the platform and disclose such information on their store pages, including but not limited to the Unified Social Credit Code, business name, enterprise type, legal representative (responsible person), and registered address as stated on the business license.
10.2 Should any changes occur to the Seller's business registration information or other disclosed details, the Seller shall report such changes to the Platform within three business days of the alteration and complete the updated disclosure as required by the Platform. KongfuMall reserves the right to periodically or irregularly verify and prompt updates to the business registration information and other details submitted by the Seller, and the Seller shall actively cooperate.
Article 11: Liability for Breach of Contract
11.1 Except as otherwise provided herein, if KongfuMall suffers any loss, faces claims from buyers, other users, or any third party, or incurs penalties from any administrative authority due to the Seller's violation of applicable laws and regulations, the Platform User Agreement, or this Agreement, the Seller shall be liable to KongfuMall for compensation of losses. Such compensation shall include, but is not limited to: any penalty or compensation Kongfumall is ordered to pay to any third party; any refunds, penalties, or compensation Kongfumall pays to buyers on behalf of the Seller; the amount of any administrative penalties imposed on Kongfumall; Kongfumall's legal fees; and necessary expenses incurred to mitigate adverse effects.
11.2 Where any payment due to KongfuMall by the Seller remains unpaid after its due date, unless otherwise agreed, the Seller shall pay KongfuMall a default penalty of 0.5% per day of the outstanding amount from the date of default. KongfuMall shall also have the right to deduct such arrears from any funds collected on behalf of the Seller.
Article 12 Confidentiality
12.1 Confidential Information under this Agreement includes, but is not limited to, the contents of this Agreement, any supplemental agreements, and confidential information of the Seller or the Platform disclosed during the course of cooperation ("Confidential Information"). Confidential Information includes, but is not limited to, commercial information, organizational information, personnel information, business plans or arrangements, technical solutions, or other technical information of either party.
12.2 During your use of the Services, you may receive Confidential Information. You agree that during the term of this Agreement and for five (5) years following its expiration:
(a) you shall not, and shall cause your affiliates not to, directly or indirectly (including through third parties) disclose Confidential Information to any individual, company, or other third party in any manner, except as required by applicable law;
(b) You shall take all reasonable measures to protect Confidential Information against use or disclosure in any manner not expressly permitted under this Agreement;
(c) You shall retain Confidential Information only to the extent necessary for your participation in the Services or to fulfill your legal obligations (e.g., tax laws), and in all cases shall delete such information upon expiration of this Agreement or once no further legal obligation exists;
(d) You shall not issue any press release related to the Services, or use our name, trademarks, or logos in any form (including in promotional materials), without our prior written consent. You shall not, in any manner, misrepresent or embellish the relationship between us. You shall not use our name, trademarks, or logos in any form (including in promotional materials) beyond the scope of the Trademark Usage Guidelines without our prior written consent.
Article 13 Anti-Commercial Bribery
13.1 If it is discovered that a Seller, its employees, shareholders, legal representatives, actual controllers, or affiliated entities provide KongfuMall or its affiliated entities' employees or consultants with tangible goods, cash, cash equivalents, services, travel, or other benefits whose value significantly exceeds the scope of normal business interactions, such acts may be deemed commercial bribery by the Seller.
13.2 In such cases, KongfuMall reserves the right to immediately terminate all cooperative relationships with the Seller (including but not limited to those based on this Agreement) and charge the Seller a liquidated damages fee of RMB 100,000. Should such damages prove insufficient to cover losses, KongfuMall further reserves the right to seek additional compensation calculated based on the economic and goodwill damages incurred by Kongfumall as a result of the Seller's bribery activities.
Article 14: Disclaimer and Limited Liability
14.1 You expressly understand and agree that KongfuMall provides its services "as is" and "as available." KongfuMall will use commercially reasonable efforts based on existing technology to implement appropriate security measures to ensure service security and normal operation. However, due to potential factors such as computer viruses, network communication failures, system maintenance, and force majeure events, KongfuMall hereby expressly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, reliability, or freedom from errors or omissions.
14.2 You acknowledge and agree that KongfuMall shall not be liable for any damages arising from any of the following circumstances, including but not limited to loss of profits, goodwill, use, data, or other intangible losses (whether or not KongfuMall has been advised of the possibility of such damages):
14.2.1 KongfuMall and its affiliates are not judicial bodies. When intervening to handle disputes, they can only conduct superficial reviews and assessments of evidence materials submitted by you and buyers based on the knowledge level of ordinary or non-professional individuals. You must ensure the authenticity and legality of the evidence materials you submit and bear the risks and responsibilities associated with any inaccurate information or data provided by you or the buyer. Should you suffer losses as a result, you agree to seek compensation directly from the beneficiary. If KongfuMall and its affiliates mediate any dispute, you acknowledge and agree that such mediation is solely based on your authorization. KongfuMall and its affiliates cannot guarantee that the resolution of transaction disputes will meet your expectations and shall not be liable for the outcome of dispute mediation or any margin payment decisions (if applicable);
14.2.2 KongfuMall and its affiliates' aggregate liability arising from or related to this Agreement, including its execution and performance, whether for breach of contract, tort, or otherwise, whether intentional or negligent, and regardless of whether you have paid any fees to KongfuMall , shall under no circumstances exceed RMB 1,000. This shall not affect KongfuMall 's rights to exemption from liability or limitation of liability under this Agreement, other agreements signed between KongfuMall and you, or KongfuMall 's rules.
Article 15 Term of Agreement and Early Termination
15.1 This Agreement shall terminate automatically upon the Seller's complete withdrawal from platform operations and fulfillment of all obligations hereunder.
15.2 Early Termination. KongfuMall reserves the right to require the Seller to withdraw from platform operations by notice in advance under any of the following circumstances:
15.2.1 This Agreement shall terminate automatically if any platform user agreement between you and KongfuMall is terminated for any reason;
15.2.2 KongfuMall reserves the right to terminate this Agreement by providing thirty (30) days' prior written notice without liability. For the avoidance of doubt, if the Seller clicks the "Apply to Exit" button online via the Platform or submits a category exit request in any manner, the Seller shall immediately enter the exit process;
15.2.3 KongfuMall reserves the right to immediately terminate the provision of category services and/or this Agreement without liability, and may withhold any unused security deposit (for the avoidance of doubt, security deposits under Article 15 include both the Security Deposit and Performance Guarantee Deposit), if any of the following circumstances occur:
(a) You fail to replenish the Security Deposit by the due date and remain delinquent within the timeframe specified by KongfuMall ;
(b) You fail to pay or replenish the security deposit on time, and it remains unpaid within the timeframe specified by KongfuMall ; or you or MyBank fail to fulfill relevant obligations to KongfuMall as stipulated in Section 5.2.4, and such obligations remain unfulfilled within the timeframe specified by KongfuMall ;
(c) The information or documents you submit to the platform are untrue, unlawful, expired, or the seller cannot prove their authenticity, legality, or validity;
(d) You breach any commitment or warranty under Article 8 and cannot remedy the breach within a reasonable period. For the avoidance of doubt, if you breach any commitment or warranty under Article 8, the platform reserves the right to immediately terminate the provision of category services and/or this Agreement without any liability;
(e) You violate the provisions of Article XII (Confidentiality) or Article XIII (Anti-Commercial Bribery);
(f) KongfuMall suspends (or terminates) your category services due to your violation of the Platform User Agreement or Platform Rules;
(g) You materially breach any agreement with any affiliate of KongfuMall;
(h) You fail to log into KongfuMall using your KongfuMall account and password for a period exceeding one hundred and eighty (180) days;
(i) Other termination conditions specified in this Agreement occur or are fulfilled, resulting in the termination of this Agreement.
15.3 Pursuant to the E-Commerce Law and relevant laws and regulations, if a seller terminates operations on the platform, the seller shall continuously display a notice of termination of online trading activities and related information in a prominent location on their store page at least thirty (30) days in advance. KongfuMall reserves the right to require such seller to take reasonable, necessary, and timely measures to safeguard the legitimate rights and interests of consumers and other parties, as well as ensure order fulfillment. If significant abnormalities occur causing related losses to the platform, KongfuMall reserves the right to pursue relevant liabilities.
15.4 Unless otherwise agreed, if the seller fails to meet all activation requirements specified in Section 4.1 within fifteen (15) business days after signing or accepting this Agreement online, or if KongfuMall issues a notice refusing service provision for any reason, KongfuMall reserves the right to withhold service activation and/or terminate this Agreement. Should this Agreement terminate prior to service activation, KongfuMall shall bear no liability for breach of contract or compensation.
15.5 Post-Termination Matters:
15.5.1 Regardless of the cause of termination, the Seller shall fully and independently bear all liabilities and damages arising from actions taken prior to termination;
15.5.2 KongfuMall reserves the right to delete any and all information related to products uploaded by the Seller to various categories upon the Seller's exit from such categories or termination of this Agreement;
15.5.3 Where the Seller has entered into a transaction agreement with another KongfuMall Buyer regarding a specific product listing, KongfuMall reserves the right to cancel such transaction at its sole discretion. KongfuMall may notify the Buyer involved in the transaction of the termination of this Agreement.
15.6 Withdrawal Process:
15.6.1 Upon the seller's application for termination or KongfuMall 's termination of category services and/or this Service Agreement, the withdrawal process shall commence immediately. The seller must complete the following within twenty days:
(a) Finalize all existing transactions;
(b) Resolve any transaction disputes, infringement disputes, or other violations/breaches;
(c) Fully execute any penalties imposed and pay all compensation owed;
(d) Ensure no other violations exist or matters requiring fulfillment under any agreement rules remain.
15.6.2 Upon entering the withdrawal process, KongfuMall reserves the right to suspend or terminate provision of partial or all category services to you;
15.6.3 Sellers may only apply for settlement of category fees after completing the withdrawal process for all categories. This shall be executed in accordance with the provisions of Article 5 of this Agreement;
15.6.4 If a single seller operates multiple stores on KongfuMall and any of their stores or accounts are involved in transaction disputes, infringement disputes, or other violations or breaches, KongfuMall reserves the right to directly deduct the corresponding amounts from the withdrawable funds of the seller's other stores to compensate for losses, in accordance with Article 5.1 of this Agreement. KongfuMall may identify the business entity identity of merchants operating on the KongfuMall platform based on information characteristics provided by the seller (such as company name, unified social credit code, and legal representative's name) to determine and confirm whether they constitute the same seller.
Article 16 Transfer of Rights and Obligations
16.1 You agree that for the purpose of providing the Services, KongfuMall may transfer, assign, license, sublicense, or grant sublicenses to its affiliates, in whole or in part, any rights and authorizations it holds under this Agreement. You may not transfer any rights or obligations under this Agreement to any third party without KongfuMall 's prior written consent.
Article 17 Notices and Service of Process
17.1 Upon gaining category access and accepting KongfuMall platform services, you must ensure that the contact information provided in the seller backend (including your email address, contact phone number, mailing address, etc.) is accurate and valid. Should any contact details change, you are obligated to promptly update the relevant information and maintain a state where you can be reached.
17.2 The KongfuMall platform user account generated during your registration-used to log in to the platform and receive internal messages, system notifications, and member accounts (including sub-accounts)-shall also serve as your valid contact method.
17.3 KongfuMall may deliver various notifications to one or more of the above contact methods. Such notifications may significantly affect your rights and obligations, either favorably or unfavorably. You must pay close attention to them in a timely manner.
17.4 Notices sent by KongfuMall through the above contact methods shall be deemed delivered upon successful transmission. This includes, but is not limited to: Written notices delivered via physical mail shall be deemed delivered on the fifth calendar day following mailing to the provided address.
17.5 For any disputes arising from transactions on the KongfuMall platform, you agree that judicial authorities (including but not limited to People's Courts) may serve legal documents (including but not limited to litigation documents) to you via modern communication methods such as SMS, email, or WeChat, or by postal mail. The mobile phone number, email address, WeChat account, or other contact information you designate for receiving legal documents shall be the mobile phone number, email address, and account generated during your registration or updates on the KongfuMall platform. Judicial authorities shall be deemed to have effected service upon sending legal documents to the aforementioned contact information. Your designated mailing address shall be your legal contact address or any valid contact address you provide.
17.6 You agree that judicial authorities may use one or more of the above delivery methods to serve legal documents to you. If multiple methods are used, the delivery time shall be deemed the time of the first successful delivery among the aforementioned methods.
17.7 You agree that the above delivery methods apply to all stages of judicial proceedings. This includes, but is not limited to, litigation procedures such as first-instance trials, second-instance trials, retrials, enforcement, and summary proceedings.
17.8 You shall ensure that the contact information provided is accurate and valid, and shall update it in a timely manner. If notifications, announcements, messages, information from KongfuMall , or legal documents from judicial authorities cannot be delivered or are not delivered in a timely manner due to inaccurate contact information provided or failure to promptly notify of changes to contact information, you shall bear all legal consequences that may arise therefrom.
Article 18 Dispute Resolution and Other Matters
18.1 Matters not stipulated or addressed in this Agreement shall be governed by the Platform User Agreement and other relevant regulations of the KongfuMall platform.
18.2 If any provision or part of a provision of this Agreement is deemed invalid or unenforceable, such provision or part thereof shall be severable, and the remaining provisions shall remain in full force and effect.
18.3 The validity, interpretation, amendment, enforcement, and dispute resolution of this Agreement shall be governed by the laws of the People's Republic of China (excluding the laws of Hong Kong, Macao, and Taiwan regions). Should any dispute arise between Party B and you regarding the performance or interpretation of the platform technical services, both parties shall endeavor to resolve it through friendly consultation. If consultation fails, KongfuMall and you both agree to submit the dispute to the jurisdiction of the Guangzhou Internet Court.
