WCWS Transaction Services Agreement
WCWS Transaction Services Agreement
(updated as of December 25, 2017)
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.
Thank you for trading on WCWS’s web-based transaction platforms. This WCWS Transaction Services Agreement (this “Agreement”) describes the terms and conditions on which you conclude online transactions for products and services by using the online transaction sites in relation to www.wcws.com and www.wcws.cn (the “WCWS Sites”). This Agreement contains various limitations on WCWS’s transaction services as well as gives various powers and authority to WCWS with respect to online transactions using WCWS’s transaction services. This includes without limitation the power and authority to reject or cancel an online transaction, to refund the funds to a buyer or to release the funds to a seller. You should carefully read this Agreement and to the extent as applicable, the relevant transactional terms, and other rules and policies of WCWS and WCWS Supplemental Services Agreement made between you as a User (as defined below) and WCWS (as defined below) (the “WCWS Supplemental Services Agreement”) which are hereby incorporated into this Agreement by reference.
1. Application and Acceptance of Terms
1.1 Contracting Party. This Agreement is entered into between you (also referred to as “User” hereinafter) and the WCWS entity listed below (“WCWS” or “we”) for use of WCWS’s certain transaction services as described below. If you are registered or resident outside the mainland China, you are contracting with Borderwing International Limited. If you are registered or resident in the mainland China, you are contracting with Borderwing International Limited. and Xiamen TuoYiWuJing Network Technology Co., Ltd. Xiamen TuoYiWuJing Network Technology Co., Ltd provides technical support in connection with the transaction services utilizing its strengths in network technologies, etc.
1.2 Transactional Terms. WCWS provides an online transaction platform and ancillary services (“Transaction Services”) on the WCWS Sites which allow registered users of the WCWS Sites to conclude online transactions for goods within the WCWS Sites subject to the terms of this Agreement. WCWS may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.
As some or part of the Transaction Services may be supported and provided by affiliates of WCWS, WCWS may delegate some of the Transaction Services to its affiliates, and you agree that its affiliates may invoice you for their part of the Transaction Services.
1.3 General Terms. You agree that you shall also comply with relevant rules and policies published on the WCWS Sites which are also incorporated into this Agreement by reference (“General Terms”). The General Terms include without limitation:
Product Listing Policy;
Intellectual Property Right (IPR) Protection Policy.
1.4 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and to the extent as applicable, the WCWS Supplemental Services Agreement and WCWS Quality Control Services Agreement, form a legally binding agreement between you and WCWS in relation to your use of the Transaction Services. By accessing and using the Transaction Services, you agree to accept and be bound by this Agreement. Please do not use the Transaction Services if you do not accept all of the terms of this Agreement.
1.5 Amendments. You acknowledge and agree that WCWS may amend any terms of this Agreement including the Transactional Terms and the General Terms at any time by posting the relevant amended and restated version on the sites. The amended terms shall be effective immediately upon posting. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorized officer of WCWS.
1.6 Language Version. Unless otherwise WCWS has posted or provided a translation of the English version of any terms of this Agreement including the Transactional Terms and the General Terms, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services.
1.7 WCWS Affiliates. Some of the Transaction Services may be provided by our affiliates.
1.8 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with WCWS or our affiliates in connection with the Transaction Services (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions, as appropriate.
1.9 User Qualification Services. This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the user qualification services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.
2. Transaction Services
2.1 Transaction Services. WCWS’s Transaction Services are designed to facilitate registered users of the WCWS Sites to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the sites (“Online Transactions”), which may include certain services which will be either supported by WCWS or its affiliates. WCWS reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. WCWS further reserves the right to introduce new features, functionalities or applications to the Transaction Services or the future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by WCWS.
2.2 Users Only. WCWS’s Transaction Services are only available to registered users of the WCWS Sites. If your subscription to the paid or free membership of the WCWS Sites expires or is early terminated for any reason, you are not eligible to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement whilst your paid or free user registration on the WCWS Sites is terminated, WCWS shall have the full discretion and authority to refund to Buyer and/or release to Seller (both Buyer and Seller as defined below) all or part of the funds under the Online Transactions as WCWS considers appropriate. If you are a Seller, you are required to have a valid bank account subject to verification and confirmation by WCWS and our affiliates.
2.3 Types of Transactions. WCWS’s Transaction Services are available to types of Online Transactions permitted by WCWS only. For any type of Online Transactions, WCWS may limit any or all of the Transaction Services to a specified group of users in accordance with the relevant Transactional Terms. The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered user may vary for different countries and regions. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all users.
2.4 Lawful Items. The goods of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that:
(a) may infringe WCWS’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights.
(b) may be in breach of the Product Listing Policy or the Intellectual Property Right (IPR) Protection Policy;
(c) may be in breach of other terms of this Agreement including but not limited to the Transactional Terms and the General Terms.
WCWS shall have the right to refuse or cancel any Online Transaction in breach of this clause 2.4.
2.5 Refuse or Cancel Transactions. Apart from clause 2.4, WCWS reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where WCWS has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject WCWS or any of our affiliates to liability. WCWS may also require additional verifications or information for any Online Transaction.
2.6 WCWS Supplemental Services
WCWS may provide certain services for certain Online Transactions (“WCWS Supplemental Services”). WCWS Supplemental Services are provided by WCWS to receive payment of funds in support of WCWS Sites for the Online Transactions. WCWS Supplemental Services are provided in accordance with the terms and conditions set out in the WCWS Supplemental Services Agreement.
2.7 WCWS Quality Control Services
WCWS provides certain services (“WCWS Quality Control Services”) for certain Online Transactions through its affiliate (Shenzhen TuoYiWuJing Supply Chain Service Co., Ltd.). WCWS Quality Control Service is provided by WCWS to determine whether Sellers meet the conditions for releasing the funds in relation to online trading supported by WCWS Sites. WCWS Quality Control Services are provided under the terms and conditions described in the WCWS Quality Control Services Agreement.
2.8 Transactional Terms. For any type of Online Transactions, WCWS may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms and rules.
2.9 Disputes between Buyers and Sellers. You agree that any dispute arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that WCWS shall have the full right and power to make a determination for such dispute. Upon receipt of a dispute, WCWS shall have the right to request either or both of Buyer and Seller to provide supporting documents. You agree that WCWS shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that WCWS is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties submit to the dispute are true, complete or accurate. You agree not to hold WCWS and our affiliates liable for any material which is untrue or misleading.
2.10 Powers of WCWS. you expressly acknowledge and agree that WCWS shall have the full power, authority and discretion to reject or cancel an Online Transaction and to make a determination on any dispute between Buyer and Seller including the remittance of the funds under an Online Transaction that are held by WCWS in accordance with this Agreement, WCWS Supplemental Services Agreement, WCWS Quality Control Services Agreement, and the relevant transactional terms. You also acknowledge that this Agreement, WCWS Supplemental Services Agreement, WCWS Quality Control Services Agreement and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction. You agree and accept that WCWS shall have the right to modify or supplement the Transaction Terms. You further agree and accept that WCWS shall have the right to make determinations wherever WCWS considers appropriate having regard to the evidence received by us, commonly accepted principles and practices in the relevant industries and interests of both Buyer and Seller regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement.
2.11 WCWS’s Records. In case of any dispute in connection with any Online Transaction, the records of WCWS shall take precedence and be conclusive.
2.12 Transactions involving a third party finance provider.
You agree that:
(a) WCWS does not guarantee any third party finance provider (the “Lender”) will provide financing to Buyer in connection with the Online Transaction and shall not be held liable to Buyer or Seller in connection with any third party financing in connection with the Online Transaction;
(b) each of Buyer and Seller hereby authorizes WCWS to disclose information related to Buyer, Seller and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and
(c) any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the Buyer. Notwithstanding the power given to WCWS under this Agreement, it is not WCWS’s obligation to resolve or assist in the resolution of such dispute.
3. Transactions between Sellers and Buyers
3.1 Seller and Buyer. For the purpose of this Agreement, the term “Seller” means the registered user who supplies the goods under an Online Transaction, and the term “Buyer” means the registered user who purchases or acquires the goods under an Online Transaction.
3.2 Online Order. Seller and Buyer shall enter into an Online Transaction for goods by completing, submitting and accepting an order online using the applicable standard order form on the WCWS Sites. Seller and Buyer shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the goods in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping, etc. WCWS may refuse to process or cancel any Online Transaction which in WCWS’s reasonable opinion, has insufficient information to constitute a binding contract.
3.3 Online Transactions Subject to This Agreement. An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. Seller and Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement. Seller or Buyer may only cancel any Online Transaction according to the relevant Transactional Terms.
3.4 Transaction between Seller and Buyer Only. Each Online Transaction is made by and between a Seller and a Buyer only. Despite that WCWS provides the Transaction Services and, if applicable, may conduct formality review of an Online Transaction, inspect quality of goods in accordance with WCWS Quality Control Services Agreement, WCWS shall not be considered as a party to the Online Transaction. WCWS does not represent Seller or Buyer in any Online Transaction. WCWS shall only release the funds to the Seller or refund to the Buyer in accordance with the testing services results of goods quality on the Online Transaction unanimously agreed by the Seller and the Buyer in accordance with WCWS Quality Control Services Agreement and relevant transaction terms. You agree that you will not hold WCWS and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
3.5 Payment of Contract Price. For any Online Transaction, Buyer agrees to pay the full transaction price listed for Online Transaction to the Seller and service fee to WCWS through the WCWS Supplemental Services .When making payment for a WCWS Online Transaction, payments are processed through accounts owned by WCWS or one of its affiliates and/or a registered third party service provider acting on WCWS’s behalf. The funds are received for the Seller in accordance with the WCWS Transaction Services Agreement. Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to WCWS (as the case may be) constitutes final payment to Seller and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by WCWS’s account.
In the case the Online Transaction adopts WCWS Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by WCWS. WCWS shall not dispose of any such fund except in accordance with WCWS’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the WCWS Supplemental Services Agreement. Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the WCWS Supplemental Services Agreement.
By using the WCWS Supplemental Services, you acknowledge and agree that WCWS is not a bank and the WCWS Supplemental Services should in no way be construed as the provision of banking services. WCWS is not acting as a trustee, fiduciary or escrow with respect to User’s funds and it does not have control of, or liability for, the goods that are paid for with the WCWS Supplemental Services. WCWS does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on WCWS Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the WCWS Supplemental Services.
In case that the Online Transaction adopts a payment method involving a third party finance provider, the relevant funds may be paid directly to the Seller on behalf of the Buyer by such finance provider.
3.6 Transaction Currency. Transactions are conducted in accordance with the transaction currency set by WCWS based on the country or region where the Buyer is registered. The Seller agrees and confirms that WCWS has the right to convert the Seller’s transaction price to match the Buyer’s payment currency in accordance with the exchange rate published by WCWS on a daily basis. And you agree that you will not hold WCWS and our affiliates and agents liable for any exchange gains and losses arising from any online transaction.
3.7 Payment Methods. Please note that the payment methods available by the Buyer on the WCWS Sites may be provided by WCWS’s partners. If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that WCWS has the right to refund the money so requested by the payment service partner and cancel the Online Transaction without liability to Seller.
4. WCWS Service Fees
4.1 Service Fees. WCWS charges service fees for Online Transactions according to the fee schedules announced by WCWS on the WCWS Sites. WCWS reserves the right to charge any service fees for other types of Online Transactions upon reasonable prior notification published on the sites.
4.2 Third Party Fees Not Included. The service fees charged by WCWS do not include any fees for any service or product that you may acquire or purchase in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third party vendors.
4.3 Taxes, Financial Charges Not Included. All fees charged by WCWS are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event WCWS is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to WCWS. You will also be liable for any financial charges for remission of funds to you, and WCWS shall have the right to pay such charges from such funds. WCWS shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.
5. User’s Responsibilities
5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and WCWS’s provision of the Transaction Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, WCWS shall not be liable for any loss or damages arising from such default.
5.2 Representations and Warranties. You represent and warrant that:
(a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;
(b) all information and materials you provide in connection with the use of the Transaction Services are true, lawful and accurate, and are not false, misleading or deceptive;
(c) you will not use the Transaction Services to defraud WCWS, our affiliates, or other users of the WCWS Sites or engage in other unlawful activities (including without limitation dealing in goods prohibited by law); and
(d) in case that you are a Seller of products, you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights; and
(e) in case that you are a Seller of products, you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements.
5.3 Breaches. If you are, in WCWS’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise in breach of this Agreement, WCWS shall have the right to cancel the relevant Online Transaction(s). WCWS also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate or cause others to suspend or terminate your paid or free membership on the WCWS Sites. WCWS may also publish the findings, penalties and other records regarding the breaches on the WCWS Sites.
5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes, duties or other governmental levies or any charges or fees that may be imposed on any goods purchased or supplied under or in connection with the Online Transactions.
5.5 Feedback System. You shall not take any action which may undermine the integrity of WCWS’s feedback system, such as providing positive feedback on oneself on the WCWS Sites using other users’ identities or through third parties or by providing unsubstantiated negative feedback on another user on the WCWS Sites.
5.6 Indemnification by User. You agree to indemnify WCWS and our affiliates, employees, directors, managers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement. WCWS reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with WCWS in asserting any available defenses.
5.7 Collection and Use of Information.
6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other users of the WCWS Sites or WCWS in connection with any Online Transaction or the Transaction Services.
6.2 Confidential Information. All information and materials provided by another user of the WCWS Sites or WCWS will be deemed to be confidential information unless such information or materials are already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
7. Disclaimer and Limitation of Liability
7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “NO GUARANTEE OF PERFECTION” BASES, AND WCWS MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. WCWS MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY USER OF THE WCWS SITES. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. WCWS AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.
7.2 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, WCWS SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES. THE AGGREGATE LIABILITY OF WCWS AND OUR AFFILIATES AND AGENTS FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION, SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY WCWS OR US$1,000.
7.3 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.
8. Force Majeure
8.1 Force Majeure. Under no circumstances shall WCWS and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of nature, Network failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.
9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest user profile on the WCWS Sites. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest user profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, the legal notices delivered to WCWS should be sent to Room 7B06, Wangtang Building, Xingao Road, Nanshan District, Shenzhen.
10. Governing Law; Jurisdiction.
10.1 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION (“HONG KONG”) WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Transaction Services (“Dispute”), the relevant parties shall resolve the dispute through amicable negotiations.
10.3 DISPUTE BETWEEN BUYER AND SELLER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND SELLER FROM OR IN CONNECTION WITH AN ONLINE TRANSACTION, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO WCWS FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH WCWS’S DETERMINATION, YOU MUST APPLY TO THE HONG KONG ARBITRATION CENTRE (“HKIAC”) FOR ARBITRATION AND NOTIFY WCWS OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER WCWS’S DETERMINATION. IF EACH OF BUYER AND SELLER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE SELLER SHALL BE DEEMED TO HAVE AGREED THAT WCWS’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. IN CASE THE DETERMINATION IS MADE, WCWS MAY DISPOSE OF THE FUNDS HELD BY WCWS ACCORDING TO WCWS SUPPLEMENTAL SERVICES AGREEMENT. FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST WCWS AND OUR AFFILIATES AND AGENTS.
10.4 Other Disputes. In case a dispute arises between you and WCWS in any other circumstances, if the dispute is not resolved between you and WCWS, you and WCWS agree that the dispute shall be finally resolved by arbitration with the HKIAC.
10.5 HKIAC ARBITRATION. IF ANY DISPUTE IS SUBMITTED TO THE HKIAC FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE HKIAC IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND IN HONG KONG. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD RENDERED BY THE HKIAC SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.
10.6 Indemnification. If you initiate any legal proceedings against WCWS or our affiliates in breach of this clause 10, including any legal proceedings disputing WCWS’s determination which has become binding on you according to this clause 10, you shall hold WCWS and our affiliates, agents, employees, directors, managers harmless and indemnified against any claim, losses, damages that may be suffered by us.
10.7 Limitation Period. In any event, you may not make any claim against WCWS or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.
10.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
11. General Provisions
11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and WCWS with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
11.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
11.5 No Waiver. Any failure by WCWS and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
11.6 Assignment. WCWS shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. WCWS may delegate certain of WCWS rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.
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