Important Notice
Please read this agreement carefully. This agreement is a legal contract between you and Shenzhen Hutiannyi Management Consulting Co., Ltd. ("Topallet" or "we") regarding your use of the Topallet Distribution Platform (http://www.topallet.com) and related services. By clicking "Agree," "Register," or using this service, you are deemed to have accepted all terms of this agreement. If you do not agree with this agreement, please do not register or use the platform.
1. Agreement Composition and Acceptance
1.1 Agreement Content: This Topallet Distributor Online Agreement (hereinafter "Agreement") includes this document and the Privacy Policy, Cookie Policy, and Service Terms published on the Topallet official website (collectively referred to as "Platform Policies").
1.2 Legal Effectiveness: Completing the registration process on the Topallet platform (http://www.topallet.com) is deemed as your acknowledgment, understanding, and agreement to be bound by this Agreement. This Agreement is legally binding between you and Topallet.
2. Account Registration and Usage
2.1 Registration Eligibility: You must be a natural person with full civil capacity or a legally registered and operating enterprise/entity. If registering on behalf of an entity, you are deemed to have obtained full authorization from that entity.
2.2 Information Accuracy: You must provide true, accurate, and complete registration information (including but not limited to business license, contact information, bank account, etc.) and update it promptly. You shall bear all consequences arising from inaccurate information.
2.3 Account Security: You are solely responsible for maintaining the confidentiality of your account. Topallet shall not be liable for any losses resulting from account leakage, theft, or unauthorized use, unless such losses are caused by Topallet's gross negligence or intentional misconduct.
2.4 Non-transferability: You shall not sell, transfer, or gift your account, or otherwise transfer your rights and obligations under this Agreement without Topallet's prior written consent.
3. Service Nature and Scope
3.1 Platform Role: Topallet acts solely as a technology service provider, offering you an online platform to browse, search, and purchase overseas stock products.
3.2 Payment Collection and Disbursement: Topallet, acting on behalf of suppliers, provides payment settlement services. Upon receiving your payment, Topallet will disburse the funds to the relevant supplier, minus any applicable service fees.
3.3 Third-party Services: Products on the platform are provided by independent third-party suppliers, and logistics services are provided by independent third-party logistics providers. Topallet is not the seller of the products nor the carrier for logistics services.
4. Your Rights and Obligations
4.1 Purchasing Activities: You shall place purchase orders (Orders) through the platform. Once confirmed, an order constitutes a binding sales contract between you and the supplier.
4.2 Compliance: You warrant that the purchased products will be used solely for legitimate commercial distribution purposes and that you will comply with all applicable import/export regulations (including tariffs, VAT, license requirements, etc.).
4.3 Prohibited Activities: You shall not use the platform for money laundering, fraud, intellectual property infringement, or any other illegal activities.
5. Fees and Payment
5.1 Fee Structure: Fees you must pay include product costs, logistics fees, and any applicable Topallet technology service fees/commissions.
5.2 Payment Responsibility: You shall pay the amounts due within the timeframes specified in the order. If payment fails or is delayed due to your actions, Topallet reserves the right to suspend your account privileges until payment is settled.
6. Intellectual Property
6.1 Platform IP: All technology, software, trademarks, interface designs, data models, and other intellectual property of the Topallet platform are owned by Topallet.
6.2 Data Authorization: You authorize Topallet to use your transaction data for business analysis, risk control, and personalized services, in compliance with the Privacy Policy.
7. Disclaimer and Limitation of Liability (Critical Risk Mitigation)
7.1 "As Is" Provision: The Topallet platform is provided "as is" and "as available," without any express or implied warranties (including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement).
7.2 No Warranty Statement: Topallet explicitly disclaims any representation or warranty that:
* The platform services will meet your specific business needs;
* The platform services will be uninterrupted, secure, or error-free;
* The product information or data obtained through the platform is accurate or complete.
7.3 Liability Limitation: Under no circumstances shall Topallet be liable for indirect, incidental, punitive, or consequential damages arising from your use or inability to use the platform services.
7.4 Maximum Compensation: Topallet's cumulative liability shall not exceed the total service fees you actually paid to Topallet in the 12 months preceding the dispute, or $10,000 USD (if no payments were made), whichever is higher.
8. Agreement Termination
8.1 Termination Rights: If you violate this Agreement (e.g., fraud, money laundering, providing false information), Topallet reserves the right to immediately suspend or terminate your account.
8.2 Consequences: Upon termination of this Agreement, you shall settle all outstanding fees. For orders already generated, you remain obligated to fulfill payment, and Topallet will assist in completing the order fulfillment or process refunds according to the rules.
9. Dispute Resolution and Governing Law
9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China (excluding conflict of law provisions).
9.2 Dispute Resolution: Any dispute arising from or related to this Agreement shall first be resolved through friendly negotiations between the parties. If negotiations fail, either party may submit the dispute to the People's Court with jurisdiction in Shenzhen for litigation.
Topallet Distribution Platform | http://www.topallet.com