Terms Of Service For Seller

Welcome to the Folast Website and/or Folast mobile application. Please read these Terms of Service (Seller) carefully (including all Attachments and Schedules attached thereto) (“Terms”). These Terms govern your use of and access to the Platform (defined below) as a Seller and are agreed between you (“Seller”, “you”, “your”) and [Company Name and Number], a company established and operating under the laws of Hongkong, registered address at: [Company Address] (individually, together and collectively referred to in these Terms as “Folast”, “we”, “our”) on the date you click the “I Agree” button or any similar selection button to complete the online registration procedure to become a Seller on the Platform.

BY REGISTERING AND USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS AND ALL PLATFORM POLICIES PUBLICLY POSTED IN THE SELLER CENTER AT https://folast.com/seller-guidelines SET FORTH IN THESE TERMS BY REFERENCE.

I. Overview

1. Folast Services

Folast (or its appointed suppliers) provides general services, including:

• providing support services for you to list and post Seller Content related to the Products you offer on the Marketplace;

• customer care services (for a limited time);

• order processing;

• fulfill and ship orders for Folast-managed stores

and other additional services that you may request and that we may provide to you

2. Products You Can Sell

You may sell Products that are permitted by law and comply with our Policy. Since you are selling Products directly to Folast Buyers, you will be fully responsible for the Products you sell on Folast including but not limited to ensuring the content of the Products, the quality and origin of the Products, financial invoices in accordance with applicable laws and tax obligations. After delivery, you are responsible for the return and warranty of the Products in accordance with our Policy and applicable laws.

3. Order Fulfillment Method

Orders can be fulfilled by Seller or Folast. If the order is fulfilled by Seller, the seller will proactively deliver the goods and update the shipping status in the Seller Dashboard.

4. Payments

Folast will periodically transfer Sales Revenue to you after deducting any Fees due to Folast for the Services Folast provides to you.

5. Privacy Policy

You acknowledge that you have read and agree to the current Privacy Policy and consent to our collection, use, retention and disclosure of your Personal Data for the purposes as set out in the Privacy Policy at https://www.folast.com/page/privacy-policy

6. Termination of Agreement

You may terminate your sales activity with Folast at any time and without penalty by giving Folast at least 14 days notice to terminate your use of our services.

7. Dispute Resolution

In the event of any dispute, the Parties shall endeavor to resolve it amicably. If the matter is not resolved, either party may refer the matter to arbitration for resolution.

II. Content Of Terms

1. Acceptance

A. Acceptance

Any person who wishes to access the Platform and use the Services to sell Products must accept these Terms and Policies. You will provide copies of any documents requested by Folast when confirming your acceptance of the Terms by uploading such copies to the Seller Central. Folast may verify these documents and other submitted information before making a Payment.

B. Changes

Folast may change any of these Terms, the fees, procedures and Policies governing the Services, the Platform or the Seller Hub at any time. Such changes will be effective seven (7) days after they are posted on the Platform, the Seller Hub or otherwise notified to you. It is your responsibility to review such notices and Policies. Your continued use of the Services, the Platform and/or the Seller Hub after the changes become effective constitutes your acceptance of such changes. If you do not agree to any changes, you must stop using the relevant Services, the Platform and the Seller Hub (except as otherwise required by these Terms), and contact the Partner Support Center on the Seller Hub to deactivate your Seller Account and this Agreement will be terminated. For the avoidance of doubt, updated versions of the Terms will supersede older versions from time to time, unless otherwise agreed by Folast.

2. Services and Fees

A. The Marketplace

Folast provides the Marketplace for Sellers to offer Products to Buyers, and for Sellers to complete transactions with Buyers. Except as otherwise provided in the Terms and to the extent permitted by applicable law, Folast is not involved in the actual transaction between Sellers and Buyers, and Folast has no obligation to verify the accuracy, completeness, or legality of Seller Content posted by Sellers on the Marketplace. As a Product provider, you are responsible for ensuring that the sale is legal, accurately describes the Products, and that the Products are packaged, shipped, warranted, and that other obligations relating to the sale and after the sale of the Products are fully met as required by law and the terms of sale. You assume your own risk when using the Services of the Marketplace and the Seller Center.

B. Services.

The Services provided by Folast (or its designated suppliers) under these Terms are classified as follows:

(a) The Common Services (“Common Services”) include:

(i) providing support services for you to list and post Seller Content related to the Products you offer for sale on the Platform;

(ii) providing the Platform for you to list Products for sale;

(iii) certain Buyer care services, including supporting and answering Buyer inquiries and handling returns;

(iv) processing orders;

(v) ​​collecting, reconciling and implementing all Sales Revenue; and

(vi) other ancillary Services.

b. The General Services include Folast providing you with information in connection with each Order as required under these Terms. You agree that Folast may provide you with electronic copies of documents such as tax invoices, receipts, credit notes, debit notes or any other documents for the purpose of complying with applicable laws; and

C. Fees

On the basis of providing the Services, Folast shall have the right to charge Fees and issue invoices for such Fees.

D. Payment of Fees

Unless otherwise agreed in writing, payment of Fees shall be made by deduction from the funds in your Folast Seller Account.

3. Sales Revenue – Payment

A. Payments

You authorize Folast (or its designated payment service providers) to do the following

(a) collect Sales Revenue and any payments due or payable under these Terms and hold them;

(b) calculate and process customer payments, refunds and adjustments;

(c) remit Net Revenue to Sellers; and

(d) pay Folast, Folast’s Affiliates and third parties (including Buyers) any amounts you owe them in connection with your use of or transactions on the Platform. You acknowledge and agree that payments may be collected from Buyers through authorized service providers on behalf of Folast (such as payment channel operators).

B. Sales Revenue

Folast’s (or its designated suppliers’) obligation to remit payments we receive on your behalf and pursuant to your authorization is limited to Net Revenue (being Sales Revenue less any amounts payable by you to Folast, Folast’s Affiliates or third parties in connection with your use or transactions on the Platform and subject to any chargebacks, clawbacks, refunds, withholdings in connection with claims and/or set-offs contemplated under these Terms and the Policy. Payments shall be deemed to be an unsecured claim by the Seller against Folast. For the avoidance of doubt, you will not receive interest or any other income from Sales Revenue or Net Revenue.

C. Disclaimer

Folast (or its designated suppliers) shall not be responsible for the legality of transactions arising between Sellers and Buyers in connection with Orders made through the Platform.

D. Remedies and Non-Waiver

Folast may delay, suspend or set off any Payments that Folast is required to pay you under these Terms if Folast reasonably concludes that your actions and/or performance of actions in connection with these Terms or the Buyer Agreement are likely to result in, or have resulted in, a breach of any provision of the Terms or the Policies and/or your failure to perform any obligations under these Terms, any third party dispute, claim or claim (including a Buyer claim) or if any amount is due from you to Folast, Folast may temporarily withhold the Payment for the following periods, whichever is longer:

(a) 90 days;

(b) the investigation relating to your actions or conduct is complete; or (c) the resolution of any dispute. Any Payment made by Folast to you shall not be deemed a waiver by Folast of any of its rights under these Terms.

F. Tax Withholding

Where required by applicable law, Folast may (or may request an affiliate designated by Folast) withhold any and all taxes, fees and other charges in connection with any Order, Payment or otherwise under these Terms or the Buyer Agreement. If Folast is required by law to withhold or deduct any applicable taxes from any amounts due or payable to you, Folast will make such deduction or withhold as required and the amount payable to you will be reduced accordingly. Folast will provide you with documentation relating to the amount of such withheld taxes. If Folast is liable for any taxes or tax compliance costs in connection with Sales Revenue and/or Payments, you will reimburse Folast for such taxes or tax compliance costs without prejudice to the timing of determining such tax liability.

G. Complaints or Disputes

Any complaints or disputes regarding any Payment must be submitted to Folast within 30 days of the date of delivery of the Order, failing which you shall be deemed to have waived your right to complain or/and dispute such Payment. Any questions, concerns or disputes regarding any Payment shall be resolved in accordance with Folast's current Policy.

4. Access to Services and Tools

A. Access to the Seller Account

You are responsible for providing and authorizing your authorized person to access the Seller Account and ensuring that any person completing or executing any documents, operating the Seller Account or processing Products on your behalf (other than Folast employees, contractors or agents specifically designated by Folast) has full authority and power to perform such actions on your behalf. All actions taken on your behalf by any person accessing or using the Seller Account, Services or Tools will be deemed to have been duly authorized by you, unless you have notified Folast in advance that such person does not have the authority to do so.

B. Accuracy of Seller Account Information

You represent and warrant that all information provided or disclosed by you or your authorized person on the Seller Account is true, accurate and complete at all times. If any information is inaccurate, you will bear all consequences arising from the inaccurate information and you will take any action necessary to correct it without any claim against Folast.

5. Order Fulfillment

A. Fulfillment

Orders for Products are fulfilled using the following Fulfillment Methods ("Logistics Services"):

The Self-Shipping Seller is responsible for shipping the Products to the Buyer using your own postal service, Logistics service or 3PL;

Seller's Responsibility:

(i) You will prepare and deliver the Products under the Buyer Agreement to the address stated in the relevant Order within the time specified in accordance with Folast's Policy. If you fail to comply with this time limit, Folast may amend the time limit and/or cancel the Order.

(ii) You will update the delivery status on the Seller Central within the time limit specified in the Policy.

(iii) You will stop or cancel any Orders as instructed by Folast. If the Buyer has been charged for Orders, Folast will refund (and any adjustments) and credit the Buyer's account. You will reimburse Folast for all such refunds to the Buyer.

(iv) You ensure that Folast is kept up to date with Order shipping information at all times.

(v) You will assume all responsibility and risk for the supply, sale, packaging, labeling, product quality and product warranty (if any) of all Products supplied under the Seller Self-Delivery method of fulfillment and you will be responsible for all claims relating to the Products.

(vi) You will not require the Buyer to provide any other documents or information (other than a receipt confirmation) during the delivery process and will refund (and any adjustments) and credit the Buyer's account. You will reimburse Folast for all such refunds to the Buyer.

(iv) You ensure that Folast is kept up to date with the Order shipping information at all times.

(v) You will assume all responsibility and risk for the supply, sale, packaging, labelling, product quality and product warranty (if any) of all Products supplied under the Seller Self-Delivery method of performance and you will be responsible

for all claims relating to the Products.

(vi) You will not require the Buyer to provide any other documents or information (other than a receipt confirmation) during the delivery process.

Ownership Right and Risk

At all times, you retain title to the Products and bear all risks of loss of the Products, and Folast shall not be liable, in any way, in connection with Products delivered under the Seller Self-Delivery method of performance, including transportation, storage, delivery delays, damage or loss.

6. Returns, Failed Delivery and Non-Conforming Products

A. Returns and Failed Delivery

All Orders will be processed in accordance with Folast's Returns and Failed Delivery Policy. In the event that Folast is required to provide additional services to collect, deliver, process or store any returned or failed delivery items to you, such additional fees or costs may be charged to you and deducted from the funds in your Seller Account.

B. Refunds of Fees (if applicable)

Any applicable Fees that have been charged to you will be refunded by Folast when the Product is returned in accordance with these Terms and the applicable Policy. Refunds by Folast will only be made when the Order is returned in accordance with Folast's Policy. If the return is rejected by Folast in accordance with the provisions set out in these Terms and the applicable Policy of Folast, the Product will be deemed to have been delivered.

D. Sales Revenue

In the event of a Failed Delivery:

(a) where Folast has received Sales Revenue, the Sales Revenue will be refunded to the Buyer; and

(b) if you receive Net Revenue, you must refund such Net Revenue to Folast.

E. Disclaimer

Folast shall not be liable for any risks, or be responsible for any claims, demands, liabilities, costs, losses, expenses or damages in relation to any Undelivered Products and Returned Products (including in the event of a recall) and shall seek reimbursement of all costs incurred in this regard from you.

7. Folast's Rights

A. Folast's Rights

If your Products or conduct on the Platform does not comply with these Terms, the Policy, applicable law or for any reason in Folast's reasonable discretion, Folast may

(a) delay or suspend the listing of, or refuse to list, or delist any or all Products;

(b) cancel or suspend any promotions, price and display offers;

(c) rename your store;

(d) retain funds in your Seller Account that may be used to refund Buyers, refund any discounts or rebates granted to you by Folast and any costs, fees, fines or penalties imposed by any competent authority;

(e) allow Buyers to cancel their Orders because the Platform or Products are not available after the transaction has been conducted; and/or (f) require you to pay any costs, fees, fines or penalties imposed by any competent authority.

B. Deactivating Your Seller Account

Folast may immediately deactivate your Seller Account

and temporarily withhold all outstanding payments due to you until you have fully cured your violation if

(a) you breach any of your obligations under these Terms, the Policy or any applicable law relating to intellectual property rights; (b) you sell counterfeit Products or Products that are prohibited from being used, distributed or sold under applicable law;

(c) you violate any applicable law;

(d) your non-compliance points have reached the maximum level under the Policy; and/or

(e) you use the Platform, Services and Seller Hub in a fraudulent manner.

C. Compliance Purposes

For the purposes of preventing fraud, complying with applicable laws or these Terms, or for other reasonable commercial reasons, Folast may impose order or transaction value limits on your Seller Account and/or your Product listings; and/or open and inspect any Products and any factory, facility and/or warehouse where the Products are stored.

D. Third Party Service Providers

Folast may work with and/or use the services of designated affiliates or other third party service providers in connection with the Service.

E. Order Changes

Folast may refuse any form of Order or payment for Products, and may not recognize or approve any discounts, coupons, gift certificates, or other incentives offered by you to Buyers, in the event that such discounts, coupons, gift certificates, or other incentives are contrary to law and/or Folast’s Policies.

F. Order Processing

Folast may investigate, refuse to process, restrict delivery locations, suspend, and/or unilaterally cancel any Order. You will stop and/or cancel Product Orders if Folast requests (except that if you have already delivered the Product to a carrier or shipper, you will use reasonable efforts to stop and/or cancel delivery by that carrier or shipper). Once you have received Net Revenue, you will refund any Buyers who have been charged for Orders that Folast has stopped or canceled.

G. Credit Card Fraud Risk

You will not be liable for credit card fraud in transactions between you and Folast (e.g., fraudulent purchases resulting from the theft or unauthorized use of a Buyer's credit card information) arising in connection with an Order, except in the event that:

(a) you fail to make an Order in accordance with the Order information or

(b) any fraudulent activity is directly or indirectly related to you. You will bear all risks of fraud or other losses, including any losses incurred by Folast, its Affiliates and/or Folast's partners as a result of any breach of your representations, warranties and commitments under Clause 8 of these Terms. You will promptly notify Folast of any changes in the nature or specifications of the Products or any form or practice of fraud or other improper conduct in connection with any Products that may give rise to suspicion of, or a higher incidence of, fraud or other improper conduct with respect to transactions involving the Products.

H. Sales Promotion Activities

Folast may apply Sales Promotion Activities

to you or your Products, using a rating mechanism or allowing Buyers to rate or comment on your Products and/or sales performance, and Folast may make such ratings and comments publicly available.

8. Seller Representations, Undertakings and Warranties

A. General Representations

By using the Services and Tools provided by Folast or its Affiliates, you represent, undertake and warrant that:

(a) you will (i) comply with all applicable laws and regulations, including all anti-bribery, anti-corruption and tax laws relevant to your operations; (ii) be responsible for and pay all taxes and other charges arising from or relating to these Terms or the Buyer Agreement;

(b) you will comply with the Terms, Policies and any additional terms, including the end user license agreement;

(c) you will fulfill all Orders for Products at the quantities and prices listed to Buyers and be responsible for any errors relating to the Listed Prices;

(d) you will not infringe any Intellectual Property Rights;

(e) you will not post, display or disclose any material that violates Folast's Policy;

(f) you will not use or permit anyone to use the Platform, Services and Seller Center in any manner that is unlawful, inaccurate, misleading, false, fraudulent, offensive, defamatory or otherwise inappropriate, including:

• open multiple stores or duplicate multiple product units on the Platform without Folast's approval;

• purchase items sold on the Platform for commercial use or for use on behalf of a third party;

• being a party to any transaction that is not for the purpose of purchasing a valid Product (for example, where the primary or related purpose of such transactions is to (A) redeem vouchers, discount codes and/or cashback; (B) any other conduct that constitutes fraud (including reselling, buying back your own Products that have been subsidized by Folast, and redirecting sales);

(g) you will not access content and information related to any party other than your own, transmit unsolicited communications, interfere with the normal operation of the Platform or Seller Central, transmit viruses, Trojan horses or other malicious code or attempt to bypass any measures used by Folast to detect or prevent such acts;

(h) ensure that the List Price for any Product offered to Buyers is similar to the price you offer outside the Platform on other online channels for the same Product, whether in similar or lesser quantities.

B. Product-Related Representations

You represent, warrant and undertake that:

(a) the Product is of satisfactory quality, fit for purpose, free from defects and conforms to the listed material specifications;

(b) you have ownership of the Product and any documentation attached to the Product, and the Product you supply is not encumbered, secured or otherwise subject to any other security;

(c) the Product is not (i) a Prohibited or Controlled Product; (ii) a Nonconforming Product; or (iii) a counterfeit Product;

(d) you will provide Folast with any documentation and information demonstrating your right to sell the Product, including any rights, licenses and/or approvals allowing you to sell the Product, patents or any documents giving you the right to distribute the Product, and if requested, you will provide notarized copies, invoices or other supporting documentation at your expense;

C. Commitments Regarding Seller Content

You confirm, represent, undertake and warrant that:

(a) you are the owner of, or you have the legal right to use, the Intellectual Property Rights relating to the Products and Seller Content, and you are not aware of any claims, or allegations of infringement of any Intellectual Property Rights by any third party, or any other claims, demands or actions arising in connection with the Seller Content, advertising, publication, promotion, manufacture, sale, distribution or use of the Products;

(b) the Seller Content is not prohibited and complies with applicable law (including all minimum age requirements, marking and labeling, product warranties, Product specifications and performance, etc.) and complies with the Policy;

(c) you will not use any intellectual property of Folast and/or its Affiliates without Folast's prior approval (including engaging in actions such as reverse engineering, decompiling or otherwise deriving from the source code or structure or sequence of any Folast solution, software or technology, removing or altering author attributions or copyright notices and/or failing to obtain all necessary consents or permissions when using the Platform to receive, upload, display, distribute or perform programs or other works protected by intellectual property laws);

(d) the Seller Content you provide is accurate, up-to-date and in accordance with the Policy (including appropriate product classifications under the Policy, availability, quantity and List Price of the Product). The Seller Content must include all descriptions, disclaimers, warnings, notices, labels or other markings required by law to be displayed in connection with the offering, provision, advertising or sale of the Products and must not contain any obscene, defamatory, or otherwise objectionable content, or any marketing materials of yours or of a third party;

(e) The Seller Content must be provided in English and in accordance with Folast's Policies;

(f) you will not provide any uniform resource locator (“URL Mark”) for use on the Platform or require the use of any URL Mark on the Platform, unless you have the right to publish the Seller Content, and you have the right and license to sell such Products under applicable law;

(g) you grant Folast and its Affiliates a royalty-free, non-exclusive, worldwide license to use, reproduce, display, modify and reformat any and all Seller Content you provide in accordance with Seller's instructions and/or requirements, for the purposes of Folast operating the Platform or performing services under this Agreement.

(h) Folast may determine the use and arrangement of Seller Content as well as the structure, appearance, design, functionality and all other features of the Platform, Services and Sales Promotion Activities, if any;

(i) Folast may use rating mechanisms or allow Buyers to rate or comment on your Products and/or sales performance and Folast may make these ratings and comments publicly available. Folast shall not be responsible for the reviews and comments made by Buyers, relating to any Products and/or your sales performance;

(j) These Terms do not grant you ownership, approval or any other Intellectual Property Rights to any tangible or intangible assets, including software (e.g., the Marketplace, Seller Central and any application programming interfaces or other software) and data (e.g., sales data, service performance data, Buyer data, Seller Central data and Seller Central name) used, or generated under the Terms.

If any of these rights arise for any reason whatsoever, you will assign, waive or transfer (and do all things necessary to give effect to such assignment, waiver or transfer) all title to all of these rights to Folast or any other party designated by Folast, and such assignment will be made for no fee, or a nominal fee; and

(k) nothing contained herein shall be construed as limiting or restricting our rights, or those of any third party, to assert any infringement of your Intellectual Property Rights.

E. Continuing Obligations

You represent and warrant that all of your representations, warranties and guarantees in the Terms will be true, correct and accurate at all times. In the event that any of these representations and warranties becomes untrue, untrue or inaccurate, you will promptly notify Folast and take such action as Folast may reasonably request (without prejudice to any other rights or remedies of Folast).

9. Information Security

A. Restrictions on Disclosure

The party receiving any Confidential Information will not disclose such Confidential Information, except to Affiliates, employees and/or agents who need to know it and who have agreed in writing to keep it confidential. The party receiving Confidential Information warrants that it will only use the Confidential Information to exercise its rights and perform its obligations under these Terms, and will keep the Confidential Information confidential. The party also may disclose Confidential Information as required by law after giving the disclosing party reasonable notice to allow the disclosing party the opportunity to pursue security measures, protective orders or similar remedies prior to making such disclosure.

B. Obligations Surviving Termination

The rights and obligations of the parties under this provision shall survive the termination of the Terms.

10. Personal Data and Buyer Information

A. Use and Processing of Personal Data

You undertake, represent and warrant that you will use and process Personal Data (in particular, Personal Data of Buyers):

(a) solely for the purposes of implementing these Terms or the Buyer Agreement and not to disclose to third parties;

(b) in accordance with applicable data protection laws and Folast's Policies;

(c) in a manner appropriate to ensure Folast's compliance with applicable data protection laws; and

(d) you will not sell, transfer, license, disclose, lease or otherwise commercially exploit any Personal Data, or use the Personal Data in any way for your own benefit or perform any data mining, data compilation or data extraction for statistical or commercial analysis purposes or in any other inappropriate manner.

You further undertake that you have taken adequate security measures to ensure that Personal Data is stored securely as required by applicable laws on personal data protection, and you agree that Folast will monitor your compliance with the above representations and warranties, and you will promptly notify Folast of any Personal Data incident upon becoming aware of it.

B. Rights to Information

Folast owns all information relating to Buyers, Orders and the provision of Services including payments, Fees, disbursements, refunds, cancellation penalties, adjustments, etc. and Folast shall not be liable to pay any royalties or usage fees to you in connection with Folast's use of this information.

11. Liability – Limitation and Indemnity

A. Folast is Not Responsible for Inaccuracies or Errors

The Platform, the Merchant Center, the Services and the Additional Services are provided on an “as is” basis. Any information and materials provided by or through the Platform, the Merchant Center, the Services and the Additional Services may contain errors and Folast and its Affiliates shall not be liable for any such errors to the fullest extent permitted by law. Any links found on the Merchant Center, the Platform or the Tools are provided for your convenience and information only and do not constitute an endorsement by Folast of the contents of such links and Folast shall have no responsibility for the contents of external links.

B. Folast Is Not Responsible for Unavailability

You acknowledge that the availability of the Platform, the Merchant Center, the Services is subject to:

(a) the availability of resources, including resources under Folast's control and the availability of appropriate network systems;

(b) the technical and geographical availability of communications and delivery systems;

(c) the timeliness of Folast's ability to provide the Services and/or Additional Services; and

(d) your meeting the technical requirements to access the Merchant Center from time to time.

C. Folast Makes No Representations or Warranties

Except as expressly provided in the Terms, Folast makes no representations or warranties of any kind, express or implied, including: (a) representations or warranties of merchantability, fitness for a particular purpose, title, and non-infringement; (b) that the Platform, Seller Center, Services, and Additional Services will meet your requirements, will be available, accessible, uninterrupted, timely, secure, or error-free; (c) that the information, content, materials, or products available on the Platform, Seller Center are guaranteed by Folast, or that Folast or the Buyer will fulfill the Order; (d) representations arising from the course of dealing; and (e) any obligations, liabilities, rights, claims, or demands, unless arising from Folast’s fraud, gross negligence, or willful misconduct.

D. Editing Materials or Content

Folast may correct any typographical errors, or any other omissions in connection with invoices, Seller Content, or any other materials issued by Folast without liability.

E. Indemnification

You will defend, indemnify, and hold Folast and its Affiliates, and their officers, employees, directors, contractors, partners, and agents, harmless from, and upon Folast’s request, you will hold Folast harmless from, any and all Claims arising from, or relating to:

(a) any actual or alleged breach of your representations, warranties, representations or obligations set out in the Terms or the Buyer Agreement;

(b) any inaccurate, misleading or erroneous information provided by you to Folast or to any third party in connection with the Services or Additional Services;

(c) your failure to comply with applicable laws or Folast Policies, including any losses incurred by Folast or its subcontractors in connection with the shipment of Prohibited and Controlled Products;

(d) any taxes or tax obligations incurred by Folast or its Affiliates in connection with your failure to comply with applicable tax laws, or Folast or its Affiliates being deemed to be your tax agent; or

(e) your website or other sales channels, Products, Seller Content, advertising, offers for sale of Products or returns of Products, actual or alleged infringement of any Intellectual Property Rights in the Products or Seller Content or seller taxes (taxes, fees and other charges, etc.) or the collection, payment or non-collection or payment of applicable seller taxes. If at any time Folast reasonably determines that any claim (in relation to these matters) may materially prejudice Folast, Folast may take steps to protect Folast’s rights and interests and you shall bear all costs associated with Folast taking such steps. You may not consent to the entry of any judgment or participate in the settlement or arbitration of any claim involving Folast without Folast's prior written consent, which consent shall be irrevocable.

F. Folast's Liability

Folast shall not be liable for any damages of any kind, whether direct, indirect, incidental, punitive or consequential, arising out of or in connection with the Terms, the Buyer Agreement, the Platform, the seller Center, the Services, the Products (including the inability to use the Services or Tools), or from messages received or transactions made on the Platform, provided that Folast will indemnify you for any direct damages that are caused solely, or primarily, by Folast's fraud, negligence or willful misconduct.

G. Limitation of Liability

In the event that Folast is found liable, the total liability of Folast and its Affiliates and their respective officers, employees, directors, contractors, partners, agents, subcontractors and representatives, and any of the foregoing, to you and any party claiming through you, to the fullest extent permitted by applicable law and notwithstanding any other provision of these Terms, for all Claims arising out of or in any way connected with these Terms shall not exceed $5000. This limitation of liability shall apply to any and all liability or cause of action for any Claim, unless otherwise provided by applicable law.

H. Time Limit for Complaints

Unless otherwise provided in these Terms, any claim by you under the Terms must be notified to Folast within 30 days of the date of the Deliver. For the avoidance of doubt, Folast shall not be liable for any claim by you notified to Folast after such time limit. Any such claim shall be resolved in accordance with Folast's applicable Policy.

12. Termination

A. Folast's Right to Terminate

Folast may immediately and unilaterally terminate these Terms and restrict your use of the Service upon the occurrence of any of the following events:

(a) you breach any provision of the Terms and fail to cure the breach within 14 days of being notified by Folast of the breach;

(b) you breach any law or Folast Policy;

(c) (if you are a business) your business passes a winding-up resolution or a court of competent jurisdiction orders your business to be wound up;

(d) there is an administrative decision or court order in relation to you, or the appointment of a receiver over your assets, or the taking of security to take possession of your assets, or the sale of your assets;

(e) you make arrangements or agreements with your creditors generally or apply to a court of competent jurisdiction for protection from your creditors; or

(f) you cease or become in danger of ceasing to carry on business.

B. Seller's Right to Terminate

(a) You have the right to terminate this Agreement immediately provided that Folast fails to remedy the following actions within 14 days of your written notice to Folast of the occurrence of the following actions: (i) Folast (or its designated affiliate) delays payment to you for more than thirty (30) days without good reason; (ii) Folast delays payment for more than sixty (60) days without good reason; (iii) the making of an administrative decision in relation to Folast or a court order in relation to Folast or the appointment of a receiver in the assets of Folast; (iv) Folast makes arrangements or arrangements with its creditors generally or applies to a court of competent jurisdiction for protection from its creditors; or (v) Folast ceases or threatens to cease to operate its business.

(b) Without prejudice to the provisions of Article 12C below, you request deletion of the Seller Account in accordance with the Terms and Conditions for Requesting Deletion of Seller Account, subject to any updates, amendments, changes to these terms and conditions.

C. Termination by Notice

Each Party may unilaterally terminate this Agreement without cause by providing fourteen (14) days prior written notice to the other Party.

D. Effects of Termination

Upon termination of this Agreement, you will notify Folast of all pending Buyer Agreements. Notwithstanding the reason for termination, you will remain liable for the performance of any pending Orders, and Folast (or its designated affiliate) will pay any outstanding Payments. Folast may, at its sole discretion, complete or cancel any unperformed Services and you will pay Folast any fees associated with completed Services.

E. Survival Provisions

Any provision of these Terms which by its nature should survive termination shall survive termination.

I, THE SELLER, HAVE READ AND AGREE TO ALL OF THE EXISTING TERMS AND ANY ADDITIONAL TERMS AND AMENDMENTS, IF ANY. BY CLICKING THE “I AGREE” BUTTON ON THE SELLER REGISTRATION FORM, I UNDERSTAND THAT I AM CREATING AN ELECTRONIC SIGNATURE WHICH I UNDERSTAND IS OF THE SAME VALUE AND EFFECT AS MY MANUAL SIGNATURE.