Before accepting this agreement, please be sure to read the entire content of this agreement carefully (especially the content marked in bold and underlined). If you do not agree with any content of this agreement, or cannot accurately understand Newbang's explanation of the terms, please do not proceed further.
Newbang Distributor (Distribution Model) Organization Settlement Service Agreement
Version number: 20220525
This agreement agrees and promises to abide by the legal entity (hereinafter referred to as the "institution" or "you") that uses Newbang system distributor services as stipulated in this agreement, and Newbang International Limited (hereinafter referred to as "Newbang") ) are entered into jointly.
2.1 If you click to confirm this agreement through the online page or actually use the service content under this agreement in any way, it means that you have agreed to accept and promise to perform all the provisions of this agreement. This Agreement will take effect from the date you click to confirm or actually use the service.
2.2 The content of this agreement includes the main text of the agreement, attachments and all various rules that Newbang has published or may publish in the future and will be notified through reasonable channels. These rules are an integral part of this Agreement and have the same legal effect as the Agreement.
2.3 Due to reasons such as continuously improving service experience and adapting to legal and regulatory requirements, Newbang may modify this Agreement as needed. Changes that have a substantial impact on the rights and obligations of users will be notified to you at least 7 days in advance through a channel that you can receive. You, modifications will become part of this Agreement once they become effective. If you do not agree to the relevant revisions, please notify Newbang immediately and stop using the service, otherwise it will be deemed that you have accepted the revised content. Unless otherwise explicitly stated, any new content that will expand the scope of the service or enhance its functionality will be bound by this Agreement.
Unless otherwise expressly agreed, the following words in this Agreement shall have the following meanings:
3.1 "Newbang Distribution Business": It is the e-commerce monetization solution provided by Newbang in accordance with this agreement to meet the distribution needs of social media and other institutions.
3.2 "Newbang Distributor (Distribution Model) Market": referred to as "Distributor Market", it is a professional service market for social distribution sources of services provided by Newbang, and is part of Newbang.
3.3 "Newbang Supplier": referred to as "Supplier", that is, a merchant who has settled in Newbang and agreed to open its products to distribution agencies.
3.4 "Distribution agency": referred to as "agency", refers to a legal entity that has corresponding e-commerce sales channels, has the ability to connect suppliers' supply through API interfaces, establish distribution relationships with suppliers, and sign this agreement.
Products: refers to all valid products on the cross-border supply platform "Newbang".
3.6 Sales platform: refers to the sales platform legally operated by merchants (including e-commerce platforms, independent websites, etc.).
3.7 Newbang system: refers to the order and product warehouse system developed and maintained by Newbang.
3.8 Supply price: refers to the supply price of the product settled by Newbang to the merchant (including the shipping fee of the product in the host country).
3.9 Retail price: refers to the price at which the product is sold on the merchant’s sales platform.
3.10 Responsible service: Newbang’s responsible person will provide product selection suggestions, guide and support merchants to improve operational efficiency.
3.11 Technical support: Newbang provides technical guidance services to help merchants quickly complete API docking. (Excluding additional development).
3.12 Newbang independent e-commerce platform: an independent e-commerce platform with built-in Newbang system.
3.13FLASHOP professional mode: commercial use of existing traffic such as internet celebrities, kOL, group moms, etc.
4.1 Your application to enter the distribution customer market should meet the following standards and be reviewed and approved by Newbang (the review results are subject to Newbang’s assessment and judgment):
4.1.1 Must be a registered member of Newbang with manual real-name authentication for tax filing purposes;
4.1.2 Other standards that the Newbang believes should be met.
4.2 Newbang has the right to terminate this agreement based on operating conditions, but a written notice must be given 30 days before the early termination date.
4.1.4 After the expiration or termination of this Agreement, you shall immediately perform the unfulfilled obligations of the Agreement regarding the content determined during the validity period of this Agreement
4.1.5 The expiration, termination or cancellation of this agreement will not affect your existing claims and debts.
5.1 You can establish a distribution relationship with Newbang suppliers through the Newbang distributor (distribution model) market, and call the product information released by Newbang platform suppliers and open to institutions through the "Targeted Product Library API" interface. You can independently select some products, information, etc. and synchronize them to your sales channels. You can price your products independently in their sales channels. When your sales channel generates sales of goods that meet certain conditions, you can initiate an order through the API interface, and the system will automatically initiate an order to the Newbang supplier in your name. If you need receipts, please inform the dedicated person in charge.
5.2 Newbang will determine your rights and interests based on your historical transaction status and actual needs. The distribution customer market supply currently supports two delivery modes: one-piece delivery and wholesale warehousing.
5.3 You use all product information published by suppliers (including but not limited to main images, titles, attributes, product descriptions, etc.) through your own sales channels (such as your self-built online trading platform, buyers on Stores opened on third-party platforms, etc.) when publishing, you should review the content of the information yourself and ensure legal use. If necessary, you should confirm whether the information is true, legal, and valid through your responsible person.
5.4 Product ordering: After the end buyer purchases the product from you through the distribution platform you operate, you can call the API interface to place an order in the distribution customer market and ship directly to the end buyer.
5.5 Product after-sales: If after-sales problems arise after the end buyer receives the goods delivered by the supplier, such as quality, you should collect feedback from the end buyers and take responsibility through Newbang in accordance with Newbang's processes and rules. Provide complaints, rights protection, communication and other solutions to suppliers.
5.6 You understand and agree that the Distributor Market is only used by users to find trading partners, negotiate transactions for goods and services, and obtain various trade-related venues. All product information in the product library provided by the API interface is Published by the supplier himself, Newbang is not a participant in the transactions between users, and does not make any express or implied guarantees about the legality, validity and authenticity, legality and validity of the supplier's actions or the authenticity, legality and effectiveness of the supplier's actions, or assume any legal liability of any kind.
5.7 When you use the services provided by Newbang under this agreement, you must pay the corresponding service fees in accordance with the standards published by Newbang.
5.8 You may not distribute to other channels or platforms without the consent of Newbang.
5.9 The items, supply prices, inventory, categories, etc. of the product library in the Newbang system should be updated from time to time. You can view relevant information through Newbang system notifications.
5.10 Once the order you place is reviewed and approved by Newbang, it will be displayed as "pending shipment" and cannot be modified or canceled. If modification or cancellation is required, it must be confirmed by Newbang and you will be responsible for the additional costs incurred, such as logistics interception and return fees.
5.11 After the supplier leaves the warehouse, the interests and risks in the product are deemed to have been transferred to you, except for defects in the product.
5.12 Party B can log in to Party A’s system through the independent system account created by Party A, obtain product details page information, product supply price, inventory information, order status, order delivery status, logistics status, and submit after-sales requirements Wait for information. Party B can also use the open interface of Party A's system provided by Party A to connect the API of Party A's system backend and Party B's sales platform system to realize the connection of the above-mentioned related products and order information. For the connection standards, please refer to the API document (according to Party A's current API specification Mainly).
5.13 The orders generated in the Newbang system constitute an integral part of this agreement and have the same legal effect as this agreement. Except for the parts of the Newbang system that have been confirmed to be effective and implemented, Newbang has the right to adjust, optimize or supplement system functions and rules. Your continued use of the Newbang system will be deemed to have accepted such adjustments or supplements.
5.14 To create a Newbang system account, you must provide your email account and mobile phone number. Newbang will associate the email account with the Newbang system. After the association, you can log in to the Newbang system.
5.15 If you choose to use API to connect the backend of Newbang system and your sales platform system, Newbang will provide you with the AppKey and AppSecret code configured for docking and testing. Both parties will confirm the relevant codes and docking via email. procedures.
5.16 You have confirmed that you are responsible for and bound by all actions of logging into the Newbang system with your account and operating after entering the system, or for all actions of connecting to the Newbang system and pushing and submitting data to the Newbang system. You should properly keep your account information or docking code data. If you find that your password is lost, stolen, or used by an unauthorized third party, you should contact Newbang immediately. You will be solely responsible for any losses. However, if it is proven that the loss is attributable to Newbang, Niu Bang will bear the liability for damages (including but not limited to litigation costs, attorney fees, and damage compensation expenses). Except as otherwise provided in this Agreement, you may not transfer your account to others in any form. You may not copy, modify, adapt, change, split, decompose, deduce, reverse engineer or develop any part of the Newbang system.
5.17 When the cooperation between the two parties expires or is terminated, if there are no uncompleted orders, outstanding payments or other unfulfilled agreements under your account, Newbang will close your account. After your account is closed, Newbang should also delete your account registration information, transaction behavior records and other data.
5.18 The supply price in Newbang’s warehouse (both include shipping costs within the country of origin):
Newbang provides you with products at supply prices. The product list details and product prices in the specific product library are subject to the final purchase by Newbang system.
5.19 charging standard: mainly based on Newbang announcement
5.20 Credit balance: If you plan to terminate this agreement, Newbang will complete the settlement of all effective orders and there will be no subsequent disputes. If Party B still has a balance of credit, Newbang will terminate the agreement 30 working days from the day after termination. The remaining points will be refunded to you on the same day.
6.1 Product investment promotion: You can conduct targeted investment promotion and product selection in the Newbang system according to the needs of the distribution platform you operate, and Newbang will provide corresponding investment portal support.
6.2 Permission application: Newbang has the right to grant corresponding solutions to different types of organizations.
6.3 Abuse of permissions is prohibited: You must not abuse the interface provided by Newbang, such as obtaining information through the data interface and then directly cooperating with the supplier. Newbang will decide on measures such as warning, reducing interface permissions, and banning the use of the interface based on the seriousness of the situation.
6.4 You can use all promotional materials in the Newbang system product library (including but not limited to product packaging, pictures, photos, portraits, videos, copywriting, trademarks, etc.). Newbang guarantees that the promotional materials are indeed from legal and legitimate sources. Obtain, or have obtained authorization from the relevant rights holders, which fully authorizes you to use, reproduce, publicly broadcast, publicly transmit, etc. on the sales platform, without any infringement of the rights of others or violation of relevant laws and regulations.
6.5 You guarantee that it has the legal qualifications to engage in the content stipulated in this agreement, and that the platform for selling Newbang system products operates legally, does not violate any laws and regulations, and does not infringe on the legitimate rights and interests of any third party. You must comply with laws, regulations and other regulatory policies and management requirements when selling products.
6.6 You are responsible for the promotion and operation of the products on your sales platform, and you shall independently bear the costs or any expenses incurred by distributing the products.
6.7 You should review all product information (including but not limited to main images, titles, attributes, product descriptions, etc.) published by the Newbang system by yourself and ensure legal use. If necessary, you can disclose The person in charge of Guo Niu Bang will confirm with its suppliers whether the information is true, legal and valid.
6.8 You are responsible for providing product consultation, inquiry, after-sales service and other customer services to users. If you are unable to answer questions involving product quality, specifications, efficacy, etc., Newbang will provide assistance according to your needs; you shall comply with laws and regulations Provide after-sales services to users according to the regulations and the after-sales service policies of its own platform.
6.9 You may not make any statement to any third party that represents Newbang or that certain content is Newbang’s instructions or that it is determined by Newbang in accordance with Newbang’s requirements or needs to be decided by Newbang. The relationship between Newbang and you shall not be construed as the relationship between employer and employee, nor shall it constitute a partnership, joint venture, affiliated enterprise or any form of relationship. Zuo shall not publicize the existence of the above-mentioned relationships with Newbang, and you shall not There is no right to enter into any contract or agreement on behalf of Newbang, or to bind Newbang in any respect on behalf of Newbang.
6.10 When conducting product advertising or promotion activities, you shall not in any way imply that Newbang is related to any products or services not provided by Newbang, or that Newbang endorses products or services not provided by Newbang; once You have sold other items or products that are not provided by Newbang System, or directly or indirectly indicated to third parties that the product needs to work together with other items or products that are not provided by Newbang System. If the product and other items or products If any infringement occurs during the manufacturing, sale or use of the combination, you shall agree to be responsible for all compensation. At the same time, you shall ensure that Newbang is free from any lawsuits and claims regarding infringement, and shall bear all legal fees, compensation, and expenses. , including payment of reasonable attorney's fees and any legal liability.
6.11 Your sales platform, promotional page, etc. should truly display all information about the product. All information such as product trademarks, logos, specifications, instructions for use, pictures, etc. shall not be edited or edited without Newbang’s written consent. Modifications, etc., if users misunderstand the product due to your actions, you should take full responsibility and clarify it immediately.
6.12 You can use the product text, pictures, videos and other information and materials provided by the Newbang system in line with local market knowledge, and you can implement and plan the sales platform according to actual needs. ; You are responsible for the same duty of care as when handling your own affairs, and you shall not use the aforementioned information and materials maliciously or incorrectly.
6.13 You may not change, modify, add or remove any trademark, patent statement, copyright statement or any other mark on any product or on any documents or materials accompanying the product without Newbang's consent.
6.14 Without the written permission of Newbang, you guarantee that you will not sell Newbang system products on platforms, stores (including physical and online) or any other channels other than those agreed in this agreement (pure advertising is not limited to this) , after verification by Newbang, the separate channels were calculated and deemed to be the establishment of the agreement, and additional fees were charged based on the market conditions of Newbang. There is no objection retroactively.
6.15 You must reach the legal age (please follow local laws) to join.
6.16 Please follow local laws and regulations to review the products that can be sold.
7.1 Product investment promotion: According to the organization’s traffic attributes, promotion methods and product demands, the Newbang system products are selected for investment and product selection, and a competitive distribution customer market product pool is established.
7.2 API interface technical support: Newbang provides corresponding technical services for data docking and processing during the API access process, as well as subsequent product warehousing, payment and other links.
7.3 Handling of transaction disputes: Newbang assists merchants in handling transaction disputes and handles the above disputes in accordance with the corresponding platform rules.
7.4 Permission allocation: Newbang has the right to adjust API permissions and service content and scope regularly or irregularly based on your transaction status.
7.5 Operational coaching: Newbang will provide you with necessary operational coaching support such as official website organization introduction and investment conferences based on your service usage.
8.1 You should provide true and effective contact information as required by Newbang. If there is any change, you must update it in a timely manner and remain contactable. Any notification issued by Newbang to the merchant can be made in the form of public area announcements on the merchant's backend page, personal network area prompts, mobile phone text messages, or regular letters, and such electronic notifications shall be deemed to have been delivered to the merchant from the date of sending. .
8.2 The merchant agrees that any notice sent by the merchant to Newbang shall be sent to the contact information notified by Newbang through the method described in Article 8.1, or delivered using other notification methods recognized by Newbang.
9.1 The Services will be provided on an "AS IS" and "AS AVAILABLE" basis. You confirm that you have fully understood the relevant product functions and service characteristics and agree that Newbang does not have any responsibility to you for existing software defects, functional deficiencies or any matters that need improvement, except as expressly provided by law. Newbang will only be liable for breach of contract or compensation for your losses caused by its intentional or gross negligence or other circumstances clearly stipulated by law. The specific amount is limited to matters negotiated by both parties or matters stipulated by law.
9.2 Newbang fulfills its basic guarantee obligations in accordance with the law, but will not be responsible for Internet connection failures, computer system failures, communication failures, power failures, computer viruses, hacker intrusions, strikes, labor disputes, riots, uprisings, riots, fires, floods, and storms. , explosions, wars, epidemics, infectious diseases and other force majeure events or third-party reasons, Newbang does not bear any responsibility for the inability or delay in service other than those expressly provided for by law.
9.3 Merchants shall not seek benefits through improper means (including providing property, consumption, entertainment or business opportunities to Newbang and its staff and/or its affiliates and partners). If there is a violation, regardless of whether the merchant actually obtains benefits, Newbang has the right to immediately suspend or terminate this agreement. The merchant shall also pay (a) RMB 100,000; or (b) any form of illegitimate benefits provided and obtained. The higher of the total amount will be compensated to Newbang.
10.1 The merchant understands and agrees that, unless otherwise stated by Newbang, the services under this agreement include all technologies, software, programs, data and other information (including text, images, pictures, photos, audio, All intellectual property rights (including copyrights, trademarks, patents, trade secrets, etc.) and related rights in videos, charts, colors, layouts, electronic documents, and service-related logos, emblems, names, etc. belong to Newbang or its affiliates. all. Without the written authorization of Newbang, merchants may not display, use or otherwise process it in any way, nor may they indicate to others that they have the right to display, use, or otherwise process it.
10.2 FLASHOP hereby licenses Newbang free of charge on a long-term basis for the purpose of promoting related products and/or related brands. It can use all kinds of information submitted or published by FLASHOP (including product trademarks, logos, etc.) on the relevant display and promotion pages of Newbang and its partners. Text, pictures, music, videos, etc.) are copied (such as displayed simultaneously on multiple clients), modified (such as fine-tuned to adapt to the mobile visual experience), adapted (such as added to the overall activity design elements of the platform), translated (such as to satisfy Translate the browsing needs of overseas buyers), and has the right to sub-authorize the above rights.
10.3 The term “trade secrets” as mentioned in this agreement includes the contents mentioned in this agreement, any supplementary agreement and any undisclosed information involved in the cooperation process. Without the consent of Newbang, merchants shall not disclose, disseminate, edit or display Newbang’s trade secrets to any third party. This confidentiality obligation shall be effective on a permanent basis.
11.1 The Merchant agrees to be responsible for all losses caused to Newbang, buyers and other third parties (including all resulting litigation costs and attorneys' fees) caused by its use of services and violation of the aforementioned agreements, attachments and rules in accordance with the provisions of this Agreement. To make compensation and assume the corresponding liability for breach of contract, Newbang has the right to directly deduct the aforementioned compensation (including compensation, liquidated damages, etc.) from the merchant's performance bond and commodity transaction funds (if any).
11.2 Except as otherwise provided in this Agreement and the Newbang Rules, if a party breaches the contract, the non-defaulting party may require the breaching party to cease the breach within a specified time limit by means of written notice, and claim compensation for the losses caused by the breach. If the party fails to stop the breach of contract on time, the non-defaulting party shall have the right to immediately terminate this Agreement.
11.3 If your points are insufficient for deduction and you fail to pay full payment or other settlement payments to Newbang as stipulated in this agreement, Newbang has the right to suspend shipments to you or instruct the logistics service provider to return the products in transit. And such behavior will not be regarded as a breach of contract by Newbang.
11.4 If you violate the provisions of this agreement and sell Newbang system products through channels other than those agreed in this agreement, in addition to charging the relevant price, Newbang has the right to terminate this agreement and require you to calculate the income earned from the aforementioned breach of contract sales. 10% will be paid to Newbang as liquidated damages. If the liquidated damages are insufficient to compensate for the losses caused to Party A, Party B shall be liable for compensation.
11.5 Except as otherwise stipulated in this Agreement, if either party violates or fails to perform any of the terms of this Agreement, the non-breaching party may request in writing a written notice to make improvements within a time limit. At this time, the non-breaching party may terminate all or part of this Agreement by written notice. For the damage suffered by the non-breaching party, the breaching party shall be liable for damages (including but not limited to attorney fees, litigation costs, etc.).
11.6 You agree that if you have any payment, liquidated damages, compensation or other liability expenses that you should bear to Newbang under this Agreement, Newbang shall have the right to deduct from this agreement the aforementioned amount that has been confirmed by you in writing. Under the agreement, the amount of rebates that Newbang should give you, the points and deposits that you have not deducted from Newbang will be deducted.
11.7 If you leak commercial information to any third party while using the API services provided by Newbang, Newbang has the right to claim compensation from you.
12.1 Either party to this agreement may terminate this agreement by notifying the other party 15 days in advance.
12.2 Newbang’s unilateral right to terminate: If the merchant no longer meets the service conditions, violates any published and effective rules, terms of service, any statement or guarantee of Newbang, or any other agreement of this agreement, Newbang has the right to terminate immediately. This agreement will deal with merchants in accordance with relevant rules.
12.3 Handling of relevant matters after the termination of the agreement:
12.3.1 Regardless of the reason for the termination of this agreement, the merchant must fully and independently bear any compensation and liability caused by the merchant's actions before the termination of the agreement.
12.3.2 After the agreement is terminated, Newbang has the right to immediately disconnect the API interface, but for orders you have placed and paid for, the supplier should still perform corresponding obligations in accordance with the agreement.
12.4 After the expiration, cancellation and termination of this Agreement, you shall remove all product text, pictures, videos and other promotional materials provided by Party A from the sales platform within twenty working days.
13.1 The interpretation and application of this Agreement, as well as disputes related to this Agreement, shall be handled in accordance with the laws of the place where Newbang provides services, and the court where Newbang is located shall be the court of first instance.
13.2 If any provision of this Agreement is deemed to be invalid or unenforceable, the above provisions may be severed and the remainder will remain legally binding. Newbang's waiver of the rights stipulated in this Agreement when the Merchant is at fault or breach of contract shall not be deemed to be a waiver of the Merchant's other or subsequent similar negligence or breach of contract.
13.4 Newbang has the right to transfer all rights and obligations under this agreement to its affiliated companies based on business adjustments and service needs. The transfer will be notified to the merchant in the manner stipulated in this agreement. If the merchant continues to use any services under this agreement, It is deemed that the subject after the change has agreed to act as the counterparty to perform the contract with the merchant.
13.5 Regardless of the termination of this Agreement for any reason, it shall not affect the rights and obligations of both parties that have occurred under this Agreement before the early termination date of this Agreement.
13.6 If any provision of this Agreement is wholly or partially invalid or unenforceable for any reason, or violates any applicable law, then that provision will be deemed to be invalid, but the remaining provisions of this Agreement shall remain valid and binding.
13.7 All attachments to this agreement have the same legal effect as this agreement. However, if there is any conflict with the provisions of this Agreement, this Agreement shall prevail unless otherwise expressly excluded.
13.8 Neither party may authorize part or all of the rights and obligations under this contract or transfer them to others in any way without the written consent of the other party.
13.9 Disclaimer: After editing by you/the organization, it is different from the original text of Newbang (including but not limited to videos, pictures or descriptions, text, logo, price, inventory, deadline, etc.), and you/the organization are fully responsible for it
