TERMS OF SERVICE

Introduction

1.1 Welcome to the Junmea Marketplace (the “Site”). Please read the following Terms of Service carefully before using this Site or opening a Junmea account (“Account”) so that you are aware of your legal rights and obligations with respect to Junmea Marketplace and its affiliates and subsidiaries (individually and collectively, “Junmea”, “we”, “us” or “our”). The “Services” we provide or make available include (a) the Site, (b) the services provided by the Site and by Junmea client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video, messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services (“Content”). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of Services provided by Junmea.

1.2 The Services include an online platform service that provides a place and opportunity for the sale of goods between the Shopper (“Shopper”) and the Vendor (“Vendor”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Shopper and Vendor and Junmea is not a party to that or any other contract between Shopper and Vendor and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. Junmea is not involved in the transaction between Users. Junmea may or may not pre-screen Users or the Content or information provided by Users. Junmea reserves the right to remove any Content or information posted by you on the Site in accordance to Section 6.4 herein. Junmea cannot ensure that Users will actually complete a transaction.

1.3 Before becoming a User of the Site, you must read and accept all of the terms and conditions in, and linked to, these Terms of Service and you must consent to the processing of your personal data as described in the Privacy Policy linked hereto.

1.4 Junmea reserves the right to change, modify, suspend or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. Junmea may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Junmea may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability.

1.5 Junmea reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason.

BY USING JUNMEA SERVICES OR OPENING AN ACCOUNT, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER THE AGE OF 18 OR THE LEGAL AGE FOR GIVING CONSENT HEREUNDER PURSUANT TO THE APPLICABLE LAWS IN YOUR COUNTRY (THE “LEGAL AGE”), YOU MUST GET PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON THE MINOR’S BEHALF AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR COMPANY SERVICES USING SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPEN OR CREATED LATER.

2. PRIVACY

1.1 Shoppers may apply for a refund and/or return of an item purchased on Junmea Marketplace (a “Marketplace Item”) by completing the return/ refund slip attached to the parcel (the “Return Air Waybill”) and returning the Marketplace Item to Junmea as described below at any time within seven (7) calendar days after the date that Marketplace Item was first made available for Marketplace Shopper to take delivery (the “Free Return Period”). Usually, that date would be the date Marketplace Shopper received delivery of the Marketplace Item; however, if Marketplace Shopper did not receive the Marketplace Item because of Marketplace Shopper’s absence from the destination address or Marketplace Shopper’s failure to input the proper destination address, that date would be the date on which delivery attempt was first made.

1.2 Please note that Marketplace Shopper must ship or drop off the Marketplace Item to or at a location designated by Junmea within three (3) days after the return request is raised and in any event no later than the last day of the Free Return Period. The Marketplace Shopper Buyer must make the necessary indication or report on the Site that the item was shipped or dropped off. When returning the Marketplace Item, Marketplace Shopper must affix or otherwise include the Return Air Waybill. The Return Air Waybill will be contained in the Marketplace Item package delivered to Marketplace Shopper. The Return Air Waybill will also contain the return address to which the Marketplace Item must be returned. All Marketplace Items that are returned must be returned via a courier designated by Junmea by no later than the last day of the Free Return Period. Junmea reserves the right to reject any application where the Return Air Waybill was completed after the Free Return Period or the Marketplace Item was dispatched later than three (3) days after the return request is raised (even if the Return Air Waybill was timely completed).

1.3 The approval of your request for refund and return will be made by Junmea in its sole discretion after reviewing your completed Return Air Waybill and inspecting the condition of the Marketplace Item that was returned to Junmea. The Marketplace Item that was returned to Junmea must be, at a minimum, in the following conditions:
· New and sealed condition;
. Complete, with all items included in the purchase; and
· With original product packaging and price tags.
If any additional conditions apply to a certain Marketplace Item, Junmea will inform you via the Site, SMS or email. The conditions for the Marketplace Items subject to return are referred to as the “Return Conditions”.

1.4 In addition, please note that certain types of Mall Items may be excluded from the Refunds and Return Policy described in these Shopee Mall Terms of Service, including:
· Digital goods, such as mobile top-up cards, audio or video recording or software;
· Goods that are perishable or may otherwise deteriorate or expire rapidly, such as groceries; and
· Goods that are not suitable for return due to health protection or hygienic reasons, such as cosmetics, swimwear and underwear.
If any Mall Item is excluded from the Refunds and Return Policy described in these Junmea Marketplace Terms of Service, Junmea will make reasonable efforts to publish that information on our Site or otherwise inform the Marketplace Shoppers; however, please note that our policies may change without notice at any time and certain Marketplace Items may be subject to exclusion after Marketplace Buyer has purchased them. Any Marketplace Item that is subject to exclusion from the Refunds and Return Policy described in these Junmea Marketplace Terms of Service is referred to as an “Excluded Item”.

1.5 Junmea reserves the right to (a) add to or otherwise amend the list of Excluded Items and/or the Return Conditions and (b) amend, terminate or suspend the Refunds and Return Policy described in these Junmea Marketplace Terms of Service (including the length of the Free Return Period), in each case, at any time in its sole discretion.

1.6 Junmea may reject in its sole discretion any returned Marketplace Item (and the related request for refund and return):
· that is an Excluded Item;
· that does not meet the Return Conditions;
· if the Return Air Waybill relating to such returned Marketplace Item was completed after the expiration of the Free Return Period; or
· if the Marketplace Item was returned in a manner that does not comply with Section 1.2 above.

Please note that Junmea’s determination will be based on the list of terms of conditions in effect at the time of such determination (including the list of Excluded Items, the Return Conditions and the Free Return Period), and therefore pursuant to Section 1.5 above, such list of Excluded Items, the Return Conditions and/or the length of Free Return Period may be different from those in effect at the time Marketplace Shopper has completed the Return Air Waybill and/or returned the Marketplace Item.
If Junmea rejects a request for refund and return, Junmea will organize the delivery of such Marketplace Item to the relevant Marketplace Shopper’s address to which the Marketplace Item was originally delivered, and Junmea shall be entitled to seek compensation from such Marketplace Shopper for any costs incurred in delivering the Marketplace Item back to such Marketplace Shopper.

1.7 Junmea reserves the right to terminate a User’s access to Junmea Marketplace if it suspects any abuse of the Refunds and Return Policy described in these Junmea Marketplace Terms of Service and, if Junmea deems appropriate, may also impose penalties (including recovery of any fees or charges incurred as a consequence of such abuse).

1.8 The Refunds and Return Policy for Marketplace Items described in these Junmea Marketplace Terms of Service are in addition to the general Refunds and Return Policy described in the Refunds and Return Policy. If there is any inconsistency, the Refunds and Return Policy described in these Junmea Marketplace Terms of Service will prevail in respect of Marketplace Items.

3. LIMITED LICENSE

3.1 Junmea grants you a limited and revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of Junmea and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).

3.2 You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with Junmea. You acknowledge that Junmea may, in its sole discretion and at any time, discontinue providing the Services, either in part or as a whole, without notice.

4. SOFTWARE

Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. Junmea reserves all rights to the software not expressly granted by Junmea hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by Junmea.

5. ACCOUNTS AND SECURITY

5.1 Some functions of our Services require registration for an Account by selecting a unique user identification (“User ID”) and password, and by providing certain personal information. If you select a User ID that Junmea, in its sole discretion, finds offensive or inappropriate, Junmea has the right to suspend or terminate your Account. You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which we have tied up or collaborated. Junmea has not reviewed, and assumes no responsibility for any third party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites or services, including their respective privacy policies, if different from these Terms of Service and/or our Privacy Policy, may also apply to your use of those products, websites or services.

5.2 You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify Junmea of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. Junmea will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.

5.3 You agree that Junmea may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID, temporarily withhold any sale proceeds or refunds, and/or take any other actions that Junmea deems necessary. Grounds for such actions may include, but are not limited to, (a) extended periods of inactivity, (b) violation of the letter or spirit of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) having multiple user accounts for illegitimate reasons, or (e) behaviour that is harmful to other Users, third parties, or the business interests of Junmea. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, Junmea may terminate your Account immediately with or without notice.

5.4 Users may terminate their Account if they notify Junmea in writing (including via email at [email protected]) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact Junmea after he or she has promptly and effectively carried out and completed all incomplete transactions according to the Terms of Service. Junmea shall have no liability, and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by Junmea.

5.5 You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.

6. TERM OF USE

6.1 The license for use of this Site and the Services is effective until terminated. This license will terminate as set forth under these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In any such event, Junmea may effect such termination with or without notice to you.

6.2 You agree not to:

(a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or our Prohibited and Restricted Items policy;

(c) use the Services to harm minors in any way;

(d) use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

(f) remove any proprietary notices from the Site;

(g) cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Junmea;

(h) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein;

(i) use the Services for fraudulent purposes;

(j) manipulate the price of any item or interfere with other User’s listings;

(k) take any action that may undermine the feedback or ratings systems;

(l) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Junmea with respect to the Services and/or data transmitted, processed or stored by Junmea;

(m) harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;

(n) upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(o) upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(p) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other unauthorised form of solicitation;

(q) upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;

(r) disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users’ ability to engage in real time exchanges;

(s) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User’s use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(t) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;

(u) use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;

(v) use the Services in violation of or to circumvent any sanctions or embargo administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or Her Majesty’s Treasury;

(w) use the Services to violate the privacy of others or to “stalk” or otherwise harass another;

(x) infringe the rights of Junmea, including any intellectual property rights and any passing off of the same thereof;

(y) use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or

(z) list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.

6.3 You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Junmea, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable. To the maximum extent permitted by applicable law, under no circumstances will Junmea be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.

6.4 You acknowledge that Junmea and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site. Without limiting the foregoing, Junmea and its designees shall have the right to remove any Content (i) that violates these Terms of Service; (ii) if we receive a complaint from another User; (iii) if we receive a notice of intellectual property infringement or other legal instruction for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Junmea or submitted to Junmea, including, without limitation, information in Junmea Forums and in all other parts of the Site.

6.5 You acknowledge, consent to and agree that Junmea may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over Junmea or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Junmea, its Users and/or the public.

7. VIOLATION OF OUR TERMS OF SERVICE

7.1 Violations of this policy may result in a range of actions, including, without limitation, any or all of the following:

– Listing deletion

– Limits placed on Account privileges

– Account suspension and subsequent termination

– Criminal charges

– Civil actions, including without limitation a claim for damages and/or interim or injunctive relief

7.2 If you believe a User on our Site is violating these Terms of Service, please contact [email protected]

8. REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

8.1 The Users are independent individuals or businesses and they are not associated with Junmea in any way. Junmea is neither the agent nor representative of the Users and does not hold and/or own any of the merchandises listed on the Site.

8.2 If you are an intellectual property right owner (“IPR Owner”) or an agent duly authorised by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us in writing by email to [email protected] and copy [email protected] and provide us the documents requested below to support your claim. Do allow us time to process the information provided. Junmea will respond to your complaint as soon as practicable.

8.3 Complaints under this Section 8 must be provided in the form prescribed by Junmea, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, “Informant”); (b) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c) details of the listing which contains the alleged infringement; (d) sufficient information to allow Junmea to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (e) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is not authorised by the IPR Owner or the law; (f) a statement by the Informant that the information in the notification is accurate, indemnify us for any damages we may suffer as a result of the information provided by and that the Informant has the appropriate right or is authorised to act on IPR Owner’s behalf to the complaint.

9. PURCHASE AND PAYMENT

9.1 Junmea supports one or more of the following payment methods in each country it operates in:

(i) Credit Card

Card payments are processed through third-party payment channels and the type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in.

(ii) Cash on Delivery (COD)

Junmea provides COD services in selected countries. Shoppers may pay cash directly to the deliver agent upon their receipt of the purchased item.

(iii) Bank Transfer

Shopper may make payments through an Automated Teller Machine or internet bank transfer (“Bank Transfer”) to our designated Junmea Guarantee Account (as defined in Section 11). Shopper must provide Junmea with the transfer receipt or payment transaction reference for verification purposes through the ‘Upload Receipt’ function found in Junmea’s app as payment confirmation. If payment confirmation is not received by Junmea within three (3) days, Shopper’s order will be cancelled.

9.2 Shopper may only change their preferred mode of payment for their purchase prior to making payment.

9.3 Junmea takes no responsibility and assume no liability for any loss or damages to Shopper arising from shipping information and/or payment information entered by Shopper or wrong remittance by Shopper in connection with the payment for the items purchased. We reserve the right to check whether Shopper is duly authorised to use certain payment method, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.

9.4 At the moment, Junmea is only able to make payment to Users via bank transfer. Hence, Users are required to provide Junmea with his/her banking details in order to receive payments i.e. from the sale of item or refund from Junmea.

10. JUNMEA WALLET

10.1 Junmea Wallet is a service provided by Junmea or its authorised agent to facilitate the storage of money you receive from your sales proceeds and refunds for purchases made via bank transfer, cash payment or your Junmea Wallet. The sum of this money, minus any withdrawals, will be reflected as your Junmea Wallet balance.

10.2 You may transfer funds from your Junmea Wallet (up to the amount of your Junmea Wallet balance) to your linked bank account (“Linked Account”) by submitting a transfer request (“Withdrawal Request”) a maximum of once per day. Junmea may also automatically transfer funds from your Junmea Wallet to your Linked Account on a regular basis, as determined by Junmea. Junmea shall only process such transfers on business days and such transfers may take up to two business days to be credited to your Linked Account.

10.3 Each User is entitled to a maximum number of three (3) free Withdrawal Requests per week. Junmea may impose a fee of ₱15 (₱500 for BPI Family Savings) for each additional Withdrawal Request made in excess of such maximum number in a given week (“Withdrawal Fee”). The maximum number of free Withdrawal Requests each User is entitled to and the amount of Withdrawal Fees charged are subject to change at Junmea’s discretion.

10.4 Money from your sale of items on Junmea shall be credited to your Junmea Wallet within one (1) day after the item is delivered to Shopper or immediately after Shopper has acknowledged that they have received the item. Money from refunds of items on Junmea shall be credited to your Junmea Wallet within one (1) day of the return or refund request being approved.

10.5 Once submitted, you may not modify or cancel a Withdrawal Request.

10.6 If there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to deduct the debit and applicable fees from your Junmea Wallet balance in the future.

10.7 You authorize us to initiate debit or credit entries to your Junmea Wallet:

(i) to correct any errors in the processing of any transaction;

(ii) where Junmea has determined that you have engaged in fraudulent or suspicious activity and/or transactions;

(iii) in connection with any lost, damaged or incorrect items;

(iv) in connection with any rewards or rebates;

(v) in connection with any uncharged fees;

(vi) in connection with the settlement of any transaction dispute, including any compensation due to, or from, you;

(vii) in connection with any banned items or items that are detained by customs; and

(viii) in connection with any change of mind agreed to by both Shopper and Vendor.

11. JUNMEA GUARANTEE

11.1 Junmea Guarantee is a service provided by Junmea or its authorised agent to protect purchases. To protect against the risk of liability, payment for purchases made to Vendor using the Services will be held by Junmea or its authorised agent (“Junmea Guarantee Account”) and Junmea will not use your funds for its operating expenses or any other corporate purposes. Vendor will not receive interest or other earnings from the sum you have paid into Junmea Guarantee Account.

11.2 After Shopper makes payment for his/her order (“Shopper’s Purchase Monies”), Shopper’s Purchase Monies will be held in Junmea Guarantee Account until:

(a) Shopper sends confirmation to Junmea that Shopper has received his/her goods, in which case, unless 11.2(d) applies, Junmea will release Shopper’s Purchase Monies in Junmea Guarantee Account to Vendor;

(b) Junmea Guarantee Period (or any approved extension under 11.3) expires, in which case, unless 11.2(c) or 11.2(d) applies, Junmea will release Shopper’s Purchase Monies in Junmea Guarantee Account to Vendor;

(c) Junmea determines that Shopper’s application for a return of goods and/or refund is successful, in which case, unless 11.2(d) applies, Junmea will provide a refund to Shopper, subject to and in accordance with the Refunds and Return Policy;

(d) such other time as Junmea reasonably determines that a distribution of Shopper’s Purchase Monies is appropriate, including, without limitation, where it deems reasonably necessary to comply with applicable law or a court order or to enforce these Terms of Service.

Junmea Guarantee is only offered to Shoppers who have made payment through the channels provided by Junmea into Junmea Guarantee Account. Offline arrangements between Shopper and Vendor will not be covered under Junmea Guarantee.

11.3 Payments made through Junmea channels will be held in the Junmea Guarantee Account for a specified period of time (the “Junmea Guarantee Period”). To find out more about the Junmea Guarantee Period, please click this link. Shopper may apply for a one-time extension of Junmea Guarantee Period prior to the expiry of the applicable Junmea Guarantee Period, subject to and in accordance with the Refunds and Return Policy. Upon Shopper’s application, Junmea Guarantee Period may be extended for a maximum period of three (3) days unless Junmea in its sole discretion determines that a longer extension is appropriate or required.

11.4 Vendor/Shopper must be the beneficial owner of the Account and conduct transaction on the Site only on behalf of him or herself. Junmea may require Vendor or Shopper to provide his or her personal data such as recent identity photograph, bank account details and/or any other such documentation necessary, for verification purposes, including verification required by third party payment processing and logistic service providers. Vendor/Shopper hereby grants Junmea his/her consent to use or provide to third party his/her personal data to facilitate his/her use of the Site. Further, Vendor/Shopper authorises Junmea to use his/her personal data to make any inquires we consider necessary to validate his/her identity with the appropriate entity such as his/her bank. For more information in relation to how Junmea handles your personal information, please visit our Privacy Policy page.

11.5 The Junmea Guarantee is in addition and without limitation to Shopper’s and Vendor’s obligations under applicable law, which may go above and beyond what is provided for by the Junmea Guarantee. The Junmea Guarantee is neither intended nor designed to assist Shopper or Vendor in complying with its own legal obligations, for which each party will remain solely responsible, and Junmea accepts no liability in connection with the same. Without limitation, the Junmea Guarantee does not constitute a product warranty.

11.6 Shopper and Vendor acknowledge and agree that Junmea’s decision (including any appeals) in respect of and relating to any issues concerning the Junmea Guarantee is final.

11.7 For the avoidance of doubt, any transactions not conducted on the Site will not qualify for the protection offered by Junmea Guarantee.

12. Junmea Coin Reward System

12.1 Users may earn loyalty points (“Junmea Coin”) by buying merchandises on the Site using the Junmea Guarantee system or through participation in other Junmea activities as Junmea may from time to time determines (“Eligible Activities”) based on the conversion rate determined by Junmea in its sole discretion. Generally, Junmea Coin will be credited to a User’s Account upon the completion of a successful transaction or activity approved by Junmea. You are eligible to participate in the Junmea Coin reward system if you are a User and your Account does not expressly exclude you from participation.

12.2 Transaction not completed on the Site using Junmea Guarantee do not qualify for the Junmea Coin reward system. Junmea may at its sole discretion exclude categories of items from the Junmea Coin reward system.

12.3 Junmea Coin has no monetary value, does not constitute your property and cannot be purchased, sold, transferred or redeemed for cash.

12.4 Subject to Junmea rules and regulation as determined, varied or modified by Junmea from time to time, subject to any cap imposed by Junmea at its sole discretion, User may redeem Junmea Coin by sending a request to Junmea and use Junmea Coin to offset the purchase price of selected items when making purchases on the Site as advised by Junmea from time to time. All refunds will be subject to Junmea’s Refunds and Return Policy under Section 14.4.

12.5 The Junmea Coin you redeem will be deducted from your Junmea Coin balance. Each Junmea Coin comes with an expiry date. Do check your account details on the Site for Junmea Coin balances and expiry date.

12.6 From time to time, we may tell you that bonus Junmea Coin will be awarded for particular Eligible Activities. This may include but is not limited to purchases you make at participating Vendors or pursuant to specific promotional offers. We will notify you of the terms of such bonus awards if any from time to time.

12.7 If you have a dispute in relation to the number of Junmea Coin which you have been awarded in respect of an Eligible Activity, such a dispute must be made within one (1) month from the date of the Eligible Activity. We may require you to provide evidence to support your claim.

12.8 Junmea gives no warranty and accepts no responsibility as to the ultimate tax treatment of Junmea Coin. You will need to check with your tax advisor whether receiving Junmea Coin affects your tax situation.

12.9 Junmea reserves the right to (i) discontinue the Junmea Coin Reward System at any time at its sole discretion and (ii) cancel or suspend a User’s right to participate in Junmea Coin Reward System, including the ability to earn and redeem Junmea Coin at its sole discretion.

13. DELIVERY

13.1 Junmea will inform Vendor when Junmea receives Shopper’s Purchase Monies. Unless otherwise agreed with Junmea, Vendor should then make the necessary arrangements to have the purchased item delivered to Shopper and provide details such as the name of the delivery company, the tracking number, etc. to Shopper through the Site.

13.2 Vendor must use his/her best effort to ensure that Shopper receives the purchased items within, whichever applicable, the Junmea Guarantee Period or the time period specified (for offline payment) by Vendor on Vendor’s listing.

13.3 Users understand that Vendor bears all risk attached to the delivery of the purchased item(s) and warrants that he/she has or will obtain adequate insurance coverage for the delivery of the purchased item(s). In the event where the purchased item(s) is damaged,lost or failure of delivery during the course of delivery, Users acknowledge and agree that Junmea will not be liable for any damage, expense, cost or fees resulted therefrom and Vendor and/or Shopper will reach out to the logistic service provider to resolve such dispute.

13.4 For Cross-Border Transaction. Users understand that all cross-border import and export transaction are subject to local laws and regulations. Vendor should familiarise himself/herself with all import and export restrictions that apply to the designating country. Vendor acknowledges that Junmea cannot provide any legal advice in this regard and agrees that Vendor will bear all risks and liabilities associated with import and export of any Vendor’s item to the designating country.

14. CANCELLATION, RETURN AND REFUND

14.1 Shopper may only cancel his/her order prior to the payment of Shopper’s Purchase Monies into Junmea Guarantee Account.

14.2 Shopper may apply for the return of the purchased item and refund prior to the expiry of Junmea Guarantee Period, if applicable, subject to and in accordance with Junmea’s Refunds and Return Policy. Please refer to Junmea’s Refunds and Return Policy for further information.

14.3 Junmea reserves the right to cancel any transaction on the Site and Shopper agrees that Shopper’s sole remedy will be to receive a refund of the Shopper’s Purchase Monies paid into Junmea Guarantee Account.

14.4 If you have redeemed Junmea Coin for your transaction and you are successful in obtaining a refund based on Junmea’s Refunds and Return Policy, Junmea shall refund the monies you have actually paid for the item and credit back any redeemed Junmea Coin to your Account separately.

14.5 Junmea does not monitor the cancellation, return and refund process for offline payment.

15. VENDOR’S RESPONSIBILITIES

15.1 Vendor shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales is updated on Vendor’s listing and shall not post inaccurate or misleading information.

15.2 The price of items for sale will be determined by the Vendor at his/her own discretion. The price of an item and shipping charges shall include the entire amount to be charged to Shopper such as sales tax, value-added tax, tariffs, etc. and Vendor shall not charge Shopper such amount additionally and separately.

15.3 Vendor agrees that Junmea may at its discretion engage in promotional activities to induce transactions between Shopper and Vendor by reducing, discounting or refunding fees, or in other ways. The final price that Shopper will pay actually will be the price that such adjustment is applied to.

15.4 For the purpose of promoting the sales of the items listed by Vendor, Junmea may post such items (at adjusted price) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by Junmea.

15.5 Vendor shall issue receipts, credit card slips or tax invoices to Shopper on request.

15.6 Vendor acknowledges and agrees that Vendor will be responsible for paying all taxes, customs and duties for the item sold and Junmea cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Vendors are advised to seek professional advice if in doubt.

15.7 Vendor acknowledge and agrees that Vendor’s violation of any of Junmea’s polices will result in a range of actions as stated in Section 7.1.

16. Paid Advertising

16.1 Junmea will be launching keyword advertising and/or other advertising services (hereinafter referred to as “Paid Advertising”) on its Paid Advertising Site on an ongoing basis. Vendors may purchase the Paid Advertising services. Junmea provides the Paid Advertising services in accordance with these Terms of Service and any explanatory materials published on this Site, the Paid Advertising Site or otherwise communicated to Vendors in writing (hereinafter referred to as the “Paid Advertising Rules”). Vendors who purchase Paid Advertising services agree to be bound by the Paid Advertising Rules. If you are not agreeable to being bound by the Paid Advertising Rules, do not buy any Paid Advertising Services.

16.2 In order to purchase Paid Advertising services, you must be an eligible Vendor under the Paid Advertising Rules. At the time when you purchase and pay for the Paid Advertising Services, your Account must not be suspended.

16.3 You may purchase Paid Advertising services by purchasing advertising credits on the Paid Advertising Site (“Advertising Credits”), and fees payable for the Paid Advertising services will be deducted from the Advertising Credits on a pay-per-click basis, as determined by Junmea. All Advertising Credits will be subject to goods and services tax. Except as otherwise provided in the applicable Paid Advertising Rules, you may not cancel the order and/or request for a refund after you have purchased Advertising Credits and completed the payment process.

16.4 You have the option to purchase the keyword advertising service at the time you list an item for sale or subsequently. When you purchase the keyword advertising service, you can set different budgets, keywords, marketing periods, etc. for each item in accordance with the Paid Advertising Rules. The keyword advertising service for each item will be activated and will expire on the respective dates set by you (the “Keyword Advertising Period”). You will not be entitled to transfer the remaining Keyword Advertising Period or Advertising Credits to other items if an item is sold or unlisted during the Keyword Advertising Period you set for that item. The Advertising Credits will also not be refunded.

16.5 The goods you list on the Site must comply with all relevant laws and regulations, the Paid Advertising Rules, these Terms of Service and the Prohibited and Restricted Items Policy. You understand and agree that Junmea has the right to immediately remove any listing which violates any of the foregoing and any Paid Advertising fees that you have paid or Advertising Credits you have used in relation to any listing removed pursuant to this Section 16.5 will not be refunded. Junmea will also not be liable to compensate you for any loss whatsoever in relation to listings removed pursuant to this Section 16.5.

16.6 You understand and agree that Junmea does not warrant or guarantee any increase in viewership or sales of your items as a result of the Paid Advertising services.

16.7 You are advised to only purchase Paid Advertising services after fully considering your budget and intended advertising objectives. Except as otherwise provided in these Terms of Service or the Paid Advertising Rules, Junmea shall not be liable for any compensation or be subject to any liability (including but not limited to actual expenses and lost profits) for the results or intended results of any Paid Advertising service.

16.8 IF, NOTWITHSTANDING ANYTHING IN THESE TERMS OF SERVICE, JUNMEA IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE) IN RELATION TO ANY PAID ADVERTISING SERVICE, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE PAID ADVERTISING SERVICE IN QUESTION ONLY.

17. FEES

17.1 Unless otherwise stated, Junmea does not charge Users for the use of the Site.

17.2 Where fees are payable, the same will be subject to GST/VAT and other applicable taxes. Unless otherwise agreed, Vendor is responsible for such taxes. Vendor acknowledges and agrees that Junmea may deduct its fees and any applicable taxes from the purchase monies paid by Shoppers. Junmea shall issue receipts or tax invoices for fees and tax paid by Vendor on request.

18. DISPUTES

18.1 In the event a problem arises in a transaction, the Shopper and Vendor agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Junmea shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

18.2 Each Shopper and Vendor covenants and agrees that it will not bring suit or otherwise assert any claim against Junmea or its Affiliates (except where Junmea or its Affiliates is the Vendor of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.

18.3 Users covered under Junmea Guarantee may send written request to Junmea to assist them in resolving issues which may arise from a transaction upon request. Junmea may, at its sole discretion and with absolutely no liability to Vendor and Shopper, take all necessary steps to assist Users resolving their dispute. For more information, please refer to Junmea’s Refunds and Return Policy.

18.4 To be clear, the services provided under this Section 18 are only available to Shoppers covered under Junmea Guarantee. Shopper using other payment means for his/her purchase should contact Vendor directly.

19. FEEDBACK

19.1 Junmea welcomes information and feedback from our Users which will enable Junmea to improve the quality of service provided. Please refer to our feedback procedure below for further information:

(i) Feedback may be made in writing through email to or using the feedback form found on the App.

(ii) Anonymous feedback will not be accepted.

(iii) Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.

(iv) Vague and defamatory feedback will not be entertained.

20. DISCLAIMERS

20.1 THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY JUNMEA OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JUNMEA DOES NOT WARRANT THAT THE SERVICES, THIS SITE OR THE FUNCTIONS CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THIS SITE AND/OR THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.

20.2 YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR THE SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

20.3 JUNMEA HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT GUARANTEE OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF ITEMS AVAILABLE VIA THE SERVICES; OR (B) THE ABILITY OF VENDORS TO SELL ITEMS OR OF SHOPPERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE BETWEEN THEMSELVES DIRECTLY AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE JUNMEA AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY SUCH DISPUTE.

21. EXCLUSIONS AND LIMITATIONS OF LIABILITY

21.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL JUNMEA BE LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE (WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR:

(i) (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR

(ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING THEREFROM, EVEN IF JUNMEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

21.2 YOU ACKNOWLEDGE AND AGREE THAT YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE SERVICES IS TO REQUEST FOR TERMINATION OF YOUR ACCOUNT AND/OR DISCONTINUE ANY USE OF THE SERVICES.

21.3 IF, NOTWITHSTANDING THE PREVIOUS SECTIONS, JUNMEA IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE LESSER OF: (A) ANY AMOUNTS DUE AND PAYABLE TO YOU PURSUANT TO THE JUNMEA GUARANTEE; AND (B) SG $100 (ONE HUNDRED SINGAPORE DOLLARS).

21.4 NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY JUNMEA’S NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY ON THE PART OF JUNMEA THAT CANNOT BE LAWFULLY LIMITED AND/OR EXCLUDED.

22. LINKS TO THIRD PARTY SITES

Third party links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of Junmea in any manner whatsoever and you therefore access them at your own risk. Junmea is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. Junmea is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by Junmea of any linked site and/or any of its content therein.

23. YOUR CONTRIBUTIONS TO THE SERVICES

23.1 By submitting Content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to Junmea. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant Junmea and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works) without need of attribution and you agree to waive any moral rights (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.

23.2 Any material, information or idea you post on or through the Services, or otherwise transmit to Junmea by any means (each, a “Submission”), is not considered confidential by Junmea and may be disseminated or used by Junmea without compensation or liability to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. By making a Submission to Junmea, you acknowledge and agree that Junmea and/or other third parties may independently develop software, applications, interfaces, products and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant Junmea and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our privacy policy except to the extent that you make such personal information publicly available on or through the Services.

24. THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS

24.1 Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution. As such, Junmea is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold Junmea responsible for any User’s actions or inactions, including, without limitation, things they post or otherwise make available via the Services.

24.2 In addition, the Services may contain links to third party products, websites, services and offers. These third party links, products, websites and services are not owned or controlled by Junmea. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. Junmea has not reviewed, and assumes no responsibility for the content, functionality, security, services, privacy policies, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. By using the Services, you agree that Junmea shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that Junmea may disable your use of, or remove, any third party links, or applications on the Services to the extent they violate these Terms of Service.

25. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

(a) you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and

(b) you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

26. INDEMNITY

You agree to indemnify, defend and hold harmless Junmea, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the “Indemnified Parties”) from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Site, or any dispute in relation to such transaction (except where Junmea or its Affiliates is the Vendor in the transaction that the dispute relates to), (b) the Junmea Guarantee, (c) the hosting, operation, management and/or administration of the Services by or on behalf of Junmea, (d) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (e) your use or misuse of the Services, or (f) your breach of any law or any rights of a third party.

27. SEVERABILITY

If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

28. GOVERNING LAW

These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever shall arising out of or relating to these Terms of Service against or relating to Junmea or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by arbitration in The Philippines in accordance with the Arbitration Rules of The Philippines for the time being in force, which rules are deemed to be incorporated by reference in this Section. There will be one (1) arbitrator and the language of the arbitration shall be English.

29. GENERAL PROVISIONS

29.1 Junmea reserves all rights not expressly granted herein.

29.2 Junmea may modify these Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

29.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

29.4 Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Junmea, nor does it authorise you to incur any costs or liabilities on Junmea’s behalf.

29.5 The failure of Junmea at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

29.6 These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Junmea’s affiliates and subsidiaries (and each of Junmea’s and its affiliates’ and subsidiaries’ respective successors and assigns).

29.7 The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

29.8 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

29.9 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contacts us at: [email protected]

LEGAL NOTICES: Please send all legal notices to [email protected] and Attention it to the “General Counsel”.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” OR “CONNECT WITH FACEBOOK” BUTTON BELOW, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.

Last Updated: September 1, 2018

25. YOUR REPRESENTATIONS AND WARRANTIES

Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. Junmea reserves all rights to the software not expressly granted by Junmea hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by Junmea.

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THE MARKETPLACE - TOS

Introduction

Welcome to Junmea Marketplace . Junmea Marketplace is an online shopping & selling service by Echo Valley Resources where registered users will be able to enjoy the rights and privileges described in these Junmea Marketplace Terms of Service (these “Junmea Marketplace Terms of Service”) when purchasing Marketplace Items (defined below) on Junmea Marketplace from any of our participating Vendors that have been deligently approved and selected by Junmea (such Vendors, and such Shoppers). If you are a Shopper, you will be deemed to have consented to the terms and conditions described in these Junmea Marketplace Terms of Service when you make purchases on Junmea Marketplace. Similarly, if you are a Junmea Vendor, you will be deemed to have consented to the terms and conditions described in these Junmea Marketplace Terms of Service by your continued participation in Junmea Marketplace. These Junmea Marketplace Terms of Service supplement the Terms of Service and the other Junmea Policies, of which these Junmea Marketplace Terms of Service forms a part – please read the Terms of Service and the other Junmea Policies available on the Site as they contain important information regarding your rights and obligations. Any terms that are used in these Junmea Marketplace Terms of Service that are not defined here will have the meanings given to such terms in the Terms of Service and/or the applicable Junmea Policy. All terms and conditions described in these Junmea Marketplace Terms of Service are subject to change at Junmea’s discretion pursuant to the Terms of Service.

1. Junmea Marketplace Refunds and Return Policy

1.1 Shoppers may apply for a refund and/or return of an item purchased on Junmea Marketplace (a “Marketplace Item”) by completing the return/ refund slip attached to the parcel (the “Return Air Waybill”) and returning the Marketplace Item to Junmea as described below at any time within seven (7) calendar days after the date that Marketplace Item was first made available for Marketplace Shopper to take delivery (the “Free Return Period”). Usually, that date would be the date Marketplace Shopper received delivery of the Marketplace Item; however, if Marketplace Shopper did not receive the Marketplace Item because of Marketplace Shopper’s absence from the destination address or Marketplace Shopper’s failure to input the proper destination address, that date would be the date on which delivery attempt was first made.

1.2 Please note that Marketplace Shopper must ship or drop off the Marketplace Item to or at a location designated by Junmea within three (3) days after the return request is raised and in any event no later than the last day of the Free Return Period. The Marketplace Shopper Buyer must make the necessary indication or report on the Site that the item was shipped or dropped off. When returning the Marketplace Item, Marketplace Shopper must affix or otherwise include the Return Air Waybill. The Return Air Waybill will be contained in the Marketplace Item package delivered to Marketplace Shopper. The Return Air Waybill will also contain the return address to which the Marketplace Item must be returned. All Marketplace Items that are returned must be returned via a courier designated by Junmea by no later than the last day of the Free Return Period. Junmea reserves the right to reject any application where the Return Air Waybill was completed after the Free Return Period or the Marketplace Item was dispatched later than three (3) days after the return request is raised (even if the Return Air Waybill was timely completed).

1.3 The approval of your request for refund and return will be made by Junmea in its sole discretion after reviewing your completed Return Air Waybill and inspecting the condition of the Marketplace Item that was returned to Junmea. The Marketplace Item that was returned to Junmea must be, at a minimum, in the following conditions:
· New and sealed condition;
. Complete, with all items included in the purchase; and
· With original product packaging and price tags.
If any additional conditions apply to a certain Marketplace Item, Junmea will inform you via the Site, SMS or email. The conditions for the Marketplace Items subject to return are referred to as the “Return Conditions”.

1.4 In addition, please note that certain types of Mall Items may be excluded from the Refunds and Return Policy described in these Shopee Mall Terms of Service, including:
· Digital goods, such as mobile top-up cards, audio or video recording or software;
· Goods that are perishable or may otherwise deteriorate or expire rapidly, such as groceries; and
· Goods that are not suitable for return due to health protection or hygienic reasons, such as cosmetics, swimwear and underwear.
If any Mall Item is excluded from the Refunds and Return Policy described in these Junmea Marketplace Terms of Service, Junmea will make reasonable efforts to publish that information on our Site or otherwise inform the Marketplace Shoppers; however, please note that our policies may change without notice at any time and certain Marketplace Items may be subject to exclusion after Marketplace Buyer has purchased them. Any Marketplace Item that is subject to exclusion from the Refunds and Return Policy described in these Junmea Marketplace Terms of Service is referred to as an “Excluded Item”.

1.5 Junmea reserves the right to (a) add to or otherwise amend the list of Excluded Items and/or the Return Conditions and (b) amend, terminate or suspend the Refunds and Return Policy described in these Junmea Marketplace Terms of Service (including the length of the Free Return Period), in each case, at any time in its sole discretion.

1.6 Junmea may reject in its sole discretion any returned Marketplace Item (and the related request for refund and return):
· that is an Excluded Item;
· that does not meet the Return Conditions;
· if the Return Air Waybill relating to such returned Marketplace Item was completed after the expiration of the Free Return Period; or
· if the Marketplace Item was returned in a manner that does not comply with Section 1.2 above.

Please note that Junmea’s determination will be based on the list of terms of conditions in effect at the time of such determination (including the list of Excluded Items, the Return Conditions and the Free Return Period), and therefore pursuant to Section 1.5 above, such list of Excluded Items, the Return Conditions and/or the length of Free Return Period may be different from those in effect at the time Marketplace Shopper has completed the Return Air Waybill and/or returned the Marketplace Item.
If Junmea rejects a request for refund and return, Junmea will organize the delivery of such Marketplace Item to the relevant Marketplace Shopper’s address to which the Marketplace Item was originally delivered, and Junmea shall be entitled to seek compensation from such Marketplace Shopper for any costs incurred in delivering the Marketplace Item back to such Marketplace Shopper.

1.7 Junmea reserves the right to terminate a User’s access to Junmea Marketplace if it suspects any abuse of the Refunds and Return Policy described in these Junmea Marketplace Terms of Service and, if Junmea deems appropriate, may also impose penalties (including recovery of any fees or charges incurred as a consequence of such abuse).

1.8 The Refunds and Return Policy for Marketplace Items described in these Junmea Marketplace Terms of Service are in addition to the general Refunds and Return Policy described in the Refunds and Return Policy. If there is any inconsistency, the Refunds and Return Policy described in these Junmea Marketplace Terms of Service will prevail in respect of Marketplace Items.

2. Marketplace Vendor Terms and Conditions

2.1 If you are a Marketplace Vendor, you should have received a separate written notification from Junmea informing you of your selection to participate in Junmea Marketplace. If you decide not to participate in Junmea Marketplace at any time, please inform Junmea in writing; otherwise, you will be deemed to have elected to continue your participation in Junmea Marketplace and consented to the terms and conditions set out in these Junmea Marketplace Terms of Service.

2.2 Each Marketplace Vendor warrants that the Marketplace Item it offers on Junmea Marketplace and actually delivered to Marketplace Shopper (a) complies with (i) applicable law and (ii) the specifications listed (and made available to Marketplace Shopper) on the Site, including any and all product warranties, specifications, drawings, samples, performance criteria and all applicable quality, safety and hygiene requirements, and (b) will be free from defects. Each Marketplace Vendor understands and agrees that it will be responsible for any non-conformity or defect in, or any public or private recall of, any of the Marketplace Items, and will hold Junmea harmless from any losses relating to the foregoing.

2.3 If a Marketplace Vendor is found to have offered or sold any Marketplace Item on Junmea Marketplace that is restricted under Junmea’s Prohibited and Restricted Items Policy, Junmea reserves the right to, at its sole discretion, remove the offending Marketplace Items from Junmea Marketplace, and execute refunds (and any adjustments) to Marketplace Shoppers who have purchased such Marketplace Items (even if Marketplace Shoppers did not comply with any of the requirements described in Section 1 above), in which case Marketplace Vendor agrees to reimburse Junmea for all such refunds (including any related costs and charges) and authorizes Junmea to deduct such amounts from any amounts payable to Marketplace Vendor or take such other action as deemed appropriate by Junmea in its discretion.

2.4 Junmea’s determination to approve a refund or return of a Item pursuant to Section 1 above is binding on the relevant Marketplace Vendor. Marketplace Vendors agree to comply and do all such things as necessary to give effect to a Marketplace Shopper’s request for a refund or return approved by Junmea.

2.5 Junmea will provide Return Air Waybills to Marketplace Vendor at no additional cost to Marketplace Vendors, and each Marketplace Vendor will be responsible for providing the relevant Return Air Waybill to Marketplace Shopper when fulfilling the purchase order made by Marketplace Shopper on Junmea Marketplace. If a Marketplace Vendor has failed to provide the proper Return Air Waybill to a Marketplace Shopper whose request for refund or return has been approved by Junmea, Junmea reserves the right to elect any method of logistics to facilitate the return of the relevant Marketplace Items from such Marketplace Shopper. Marketplace Vendors understand and agree that in the case of the foregoing, Junmea has the right to recover from the relevant Marketplace Vendor any costs incurred in returning the Marketplace Item(s) without a Return Air Waybill, including by deducting such amounts from any amounts payable to such Marketplace Vendor.

2.6 For any refund or return request approved by Junmea, Junmea will organize the delivery of the relevant returned Marketplace Item to the address provided by the relevant Marketplace Vendor to Junmea in writing for the completion of the refund and return process, at no additional cost to such Marketplace Vendor so long as such address is in the country in which the relevant Marketplace Item was listed for sale on the Site (a “Local Address”). If Marketplace Vendor fails to provide a Local Address for return of the returned Marketplace Item or otherwise fails to accept delivery of the returned Marketplace Item within a reasonable period of time (as determined by Junmea), Junmea reserves the right to dispose of such Marketplace Item in any manner it sees fit and Marketplace Vendor shall be deemed to have forfeited all rights to such Marketplace Item.

2.7 For any refund or return rejected by Junmea where the relevant Marketplace Item was received by Junmea, Junmea will organize the delivery of such Marketplace Item to the relevant Markeplace Shopper’s address pursuant to Section 1.6 above.

3. Junmea Marketplace 100% Authentic Product Policy

3.1 All products listed by Marketplace Vendors must be 100% authentic.

3.2 Counterfeit products are prohibited from being listed in Junmea Marketplace. The term “counterfeit” encompasses a product that was made in exact imitation of an existing brand with the intention to deceive or defraud and may include, but is not limited to:
· A product that violates any local country laws in which they are sold;
· A product that is a fake or a replica of an existing official product;
· A product that has never been produced by a specific brand;
· A product that is significantly under-priced;
· A product containing a registered trademark on the product, the packaging or anywhere related to the product without the authorization of the trademark owner;
· A product that contains specific design elements (e.g. cartoon characters or colourways) protected by a trademark; without the authorization of the trademark owner;
· A product that bears such similarities with other products (e.g. a replica of a branded item with or without altered logos) without the authorization of the trademark owner;
· A product that has no visible trademark on the product image on the listing, but the delivered product includes a trademark; and
· Usage of a photo on the listing that contains the trademark of a brand.

3.3 Original equipment manufacturer (“OEM”) brands are permitted as long as no official brand logo is displayed on any OEM product image and no official brand name is stated in any part of the product information.

3.4 If requested by Junmea, the Marketplace Vendor shall promptly provide documentation to Junmea that proves (to Junmea’s reasonable satisfaction) the authenticity of the Marketplace Item including, but not limited to, manufacturer sales invoices, authorized distribution agreements and/or certificates of authenticity (“Proof of Authenticity”).

3.5 If the Marketplace Vendor fails to provide Proof of Authenticity, the Marketplace Vendor shall:
(a) accept the return of the Mall Item from the Marketplace Shopper;
(b) refund to the Marketplace Shopper twice the amount that the Marketplace Shopper paid for the Mall Item or, where Junmea has already refunded this amount to the Marketplace Shopper, the Marketplace Vendor shall refund such amount to Junmea;
(c) be liable to compensate Junmea for such other costs, expenses, losses and liabilities suffered or incurred by Junmea (including, but not limited to, loss of goodwill) as determined at Junmea’s sole discretion.

3.6 In the event that Junmea determines, at its sole discretion, that Marketplace Vendor has violated Section 3, Junmea may take all appropriate measures, including but not limited to removing the counterfeit Marketplace Item listing from the Site, prohibiting the publication of the same or similar goods and/or restricting, suspending or terminating the Marketplace Vendor’s Junmea account and/or access to Junmea Marketplace. Marketplace Vendor’s obligations and liabilities under these Terms of Service will not be affected by the restriction, suspension or termination of the Marketplace Vendor’s account.