1.1 Contracting Party. This Agreement is entered into between you (also referred to as “Member” hereinafter) and the Topsell.icu contracting entity determined in accordance with this clause 1.1 (“Topsell.icu” or “we”) for use of Topsell.icu certain transaction services offered through the Sites as described hereunder
If you are from outside , you are contracting with Topsell.icu E-Commerce Private Limited.You are contracting with Topsell.icu technical support in connection with the transaction services utilizing its strengths in network technologies, etc
Notwithstanding anything to the contrary in the forgoing provisions of this clause 1.1, if you are resident in or access and use the Topsell Sites from any of the Relevant Jurisdictions, you are contracting with Topsell.icu Private Limited. Topsell.icu E-Commerce Private Limited provides Transaction Services to Members who sell to buyers from any of the Relevant Jurisdictions. 1.2 Transactional Terms. Topsell.icu provides an online transaction platform and ancillary services on the Sites (such platform and services, the “Transaction Services”) which allow registered members of the Sites to conclude online transactions for products or services within the Sites subject to the terms of this Agreement. Topsell.icu may publish transaction rules, return 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.
1.3 General Terms. You agree that you shall also comply with relevant rules and policies published on the Sites which are also incorporated into this Agreement by reference (“General Terms”). The General Terms include without limitation:
1.4 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, and, to the extent as applicable, the Topsell.icu form a legally binding agreement between you and Topsell.icu 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. Topsell.icu may amend any terms of this Agreement including the Transactional Terms, the General Terms, the Topsell.icu and other related agreements at any time by posting the relevant amended and restated version on the Sites. The amended terms shall be effective immediately upon posting. We will endeavor to give you advance notice of material changes to this Agreement. 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 Topsell.icu.
1.6 Language Version. If Topsell.icu has posted or provided a translation of the English version of any terms of this Agreement, including the Transactional Terms, the General Terms and other related agreements, 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 Topsell.icu Affiliates. Some of the Transaction Services may be supported by our affiliates.
1.8 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with Topsell.icu 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 (defined below in clause 2.1), as appropriate.
1.9 Membership Services. This Agreement does not affect your agreement with us or any of our affiliates concerning your subscription and use of the membership services of the Sites, unless otherwise stipulated in this Agreement or the relevant service agreement.
2.1 Transaction Services. Topsell.icu’s Transaction Services are designed to facilitate registered members of the 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 (i) Topsell or its affiliates, or (ii) Topsell.icu. Topsell.icu 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 without any liability for any losses or damages arising out of or in connection with such suspension or termination. Topsell.icu further reserves the right but shall not be obliged to introduce new features, functionalities or applications to the Transaction Services or to 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 Topsell.icu.
2.2 Members Only. Topsell.icu’s Transaction Services are only available to registered members of the Sites. If your subscription to free membership of the Sites expires or is terminated early 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 at the point at which your free membership registration on the Sites is terminated, Topsell.icu 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 Topsell.icu considers appropriate in its sole discretion. If you are a Seller, you are required to provide a valid paypal account or subject to verification and confirmation by ATopsell.icu and our affiliates.
2.3 Types of Transactions. Topsell.icu’s Transaction Services are available to those types of Online Transactions permitted by Topsell.icu only. For any type of Online Transactions, Topsell.icu may limit any or all of the Transaction Services to a specified group of members 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 member 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 members.
2.4 Lawful Items. The products or services 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 Topsell.icu’s or any third party’s legitimate or proprietary 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
(c) may be in breach of other terms of this Agreement including, but not limited to, the Transactional Terms, the General Terms and the Topsell.icu.
Topsell.icu shall have the right to refuse or cancel any Online Transaction which it determines in its sole discretion to be in breach of this clause 2.4.
2.5 Refuse or Cancel Transactions. Apart from clause 2.4, Topsell.icu reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. 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 Topsell.icu has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Topsell.icu or any of our affiliates to liability. Topsell.icu may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to Topsell.icu upon request.
2.6 Topsell pay Services and Topsell.icu Supplemental Services.
(a)(i) Topsell.icu may, through Topsell, provide certain services for certain Online Transactions (“Topsell pay Services”). Topsell pay Services are provided by Topsell pay to receive payment of funds in support of Sites for the Online Transactions.
(a)(ii) Topsell.icu may, through its affiliates provide certain services for certain Online Transactions (“Topsell.icu Supplemental Services”). Topsell.icu Supplemental Services are provided by Topsell.icu to receive payment of funds in support of Sites for the Online Transactions. The Topsell.icu Supplemental Services are provided in accordance with the terms and conditions set out in the Topsell.icu.
(b) Buyer Protection Plan. Topsell.icu may also provide buyer protection plan for certain Online Transactions. In case of Seller who has been offered to subscribe to the buyer protection plan, upon entering into a separate agreement with Topsell pay or Topsell.icu (as the case may be), Seller may be required to provide deposits using the methods as designated by Topsell pay or Topsell.icu on the Sites to secure Seller’s due performance of obligations under the relevant buyer protection plan. Seller agrees to permit and hereby authorizes Topsell.icu to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan. Buyer acknowledges and agrees that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller subscribed to such plan and the purchase falls within the buyer protection plan’s scope and (i) Topsell pay Services under clause 3.4 of the Topsell pay services and (ii) Topsell.icu Supplemental Services under clause 3.4 of the Topsell.icu will not be applicable to you for such Online Transactions if Seller subscribed to buyer protection plan and such plan already covers your purchase. Buyer acknowledges and agrees Alibaba.com and Seller may add guarantees for the Seller on such Online Transactions within the scope of buyer protection plan without further notifying Buyer. The guarantee service will be performed, revised, suspended and/or terminated according to the agreement reached between the guarantee service provider and the Seller.
2.7 Transactional Terms. For any type of Online Transactions, Topsell.icu may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.
2.8 Return between Buyers and Sellers. You agree that any Return arising between you and the other party to an Online Transaction will be handled in accordance with clause 10, and that Topsell.icu shall have the full right and power to make a determination for such Return or to delegate or sub-contract such power to another party. Upon receipt of a Return, Topsell.icu shall have the right to request either or both of Buyer and Seller to provide supporting documents. You agree that Topsell.icu shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Topsell.icu 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 to the Return submit will be true, complete or accurate. You agree not to hold Topsell.icu and our affiliates liable for any material which is untrue or misleading. You agree to release and indemnify Topsell.icu (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such Return.
2.9 Powers of Topsell.icu. you expressly acknowledge and agree that Topsell.icu shall have the full power, authority and discretion to reject or cancel an Online Transaction without any liability for any losses or damages arising out of or in connection with such refusal or cancellation and to make a determination on any return between buyer and seller including the remittance of the funds under an online transaction that are held by Topsell pay as instructed by Topsell.icu in accordance with this Agreement, the Topsell pay, and the relevant Transactional Terms may not cover all issues that may arise in connection with an Online Transaction. You agree and accept that Topsell.icu shall have the right to modify or supplement the Transactional Terms at any time. You further agree and accept that Topsell.icu shall have the right to make determinations wherever Topsell.icu 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.
2.10 Topsell.icu’s Records. In case of any return in connection with any Online Transaction, the records of Topsell.icu shall take precedence and be conclusive.
2.11 Transactions involving a third party finance provider.
You agree that:
(a) Topsell.icu does not guarantee any third party finance provider (the “Lender”) will provide financing to Buyer (defined in clause 3 below) in connection with the Online Transaction and shall not be held liable to either Buyer or Seller (defined in clause 3 below) in connection with any third party financing in connection with the Online Transaction;
(b) each of Buyer and Seller hereby authorizes Topsell.icu 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 return with the Lender in connection with the Online Transaction shall be resolved between the Lender and the Buyer. Notwithstanding the power given to Topsell.icu under this Agreement, it is not Topsell.icu’s obligation to resolve or assist in any way in the resolution of such return.
3.1 Seller and Buyer. For the purpose of this Agreement, the term “Seller” means the registered member who supplies the product(s) or service(s) under an Online Transaction, and the term “Buyer” means the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction.
3.2 Online Order. Seller and Buyer shall enter into an Online Transaction for products or services by completing, submitting and accepting an order online using the applicable standard order form on the Sites. Seller and Buyer yourselves shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping etc., save that:
Topsell.icu may refuse to process or cancel, without liability for any losses or damages arising out of or in connection with such refusal or cancellation, any Online Transaction which in Alibaba.com’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 in accordance with 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. Return that Topsell.icu makes available the Transaction Services and, if applicable, may conduct formality review(s) of an Online Transaction, Topsell.icu shall not be considered as a party to the Online Transaction. Topsell.icu does not represent the Seller nor the Buyer in any Online Transaction. Topsell.icu will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction or the ability of either Seller or Buyer to complete any Online Transaction. You agree that you will not hold Topsell.icu 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 through the Topsell website or services of Topsell.icu unless another option is made available directly by Topsell.icu on the Sites. When using Topsell or Topsell.icu to submit payment for an Topsell.icu Online Transaction, payments are (in the case of Online Transaction through Topell) processed through accounts owned by Topsell or one of its affiliates and/or a registered third party service provider acting on Topsell’s behalf, and (in the case of Online Transaction through Topsell.icu) processed through accounts owned by Topsell.icu or one of its affiliates and/or a registered third party service provider acting on Topsell.icu’s behalf. The funds are received for the Seller in accordance with the Transaction Services Agreement. Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Topsell.icu (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 Topsell.icu’s account.
In the case the Online Transaction adopts Topsell Services, the payment in connection with the Online Transactions concluded will be facilitated by Topsell. Topsell shall not dispose of any such fund except in accordance with Topsell’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the Topsell services. Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Topsell services.
By using the Topsell Services, you acknowledge and agree that Topsell is not a bank and the online Services should in no way be construed as the provision of banking services. Topsell is not acting as a trustee, fiduciary or with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Topsell Services. Topsell does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Topsell Services.
In the case the Online Transaction adopts Topsell.ocu Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by Topsell.icu. Topsell.icu shall not dispose of any such fund except in accordance with Topsell.icu’s terms as agreed by Seller and Buyer which are set out in the terms and conditions of this Agreement and the Topsell. Seller has requested and agreed that the settlement of funds to Seller be delayed as provided in the Topsell.
By using the Topsell.icu Supplemental Services, you acknowledge and agree that Topsell.icu is not a bank and the Topsell.icu Supplemental Services should in no way be construed as the provision of banking services. Topsell.icu is not acting as a trustee, fiduciary with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Topsell.icu Supplemental Services. Topsell.icu does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on Sites. You further agree that neither Buyer nor Seller will receive interest or other profits in relation to the Topsell.icu Supplemental Services.
3.6 Payment Methods. Please note that the payment methods available on the Sites may be provided by Topsell’s partners. If there is any chargeback or reversal of any payment requested by a payment service partner, Seller agrees that Topsell.icu has the right to refund the money so requested by the payment service partner without liability to Seller. Alibaba.com will use reasonable efforts to assist you in participating in the return resolution process of the relevant payment service partners. However, if the participation in the return resolution process is subject to additional fees, this will be at your own cost only.
3.7 Third Party Vendors. You may engage one or more third party vendors for the purpose of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, etc. Some of such third party vendors may be partners of Topsell.icu and thus designated by Topsell.icu to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Sites. Notwithstanding the foregoing, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold Topsell.icu and our affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors. You shall ensure that the third parties comply with Privecy Policy.
3.8 Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a Seller may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.
4.1 Service Fees. Topsell.icu charges service fees for Online Transactions according to the fee schedules announced by Topsell.icu on the Sites. Topsell.icu reserves the right to charge any service fees for other types of Online Transactions upon prior notification published on the Sites. In a case where the Online Transaction adopts Topsell Services, you hereby authorize Topsell.icu or, and are not responsible or liable for, the products or services that are paid for with our service. We cannot ensure that a buyer or a seller you are dealing with will actually complete the transaction.
4.2 Third Party Fees 7-10% total sell Included. The service fees charged by Topsell.icu do not include any fees (including all taxes) 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 Topsell.icu are exclusive of any taxes (such as VAT), duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event Topsell.icu is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Topsell.icu. You will also be liable for any financial charges for remission of funds to you, and Alibaba.com shall have the right to pay such charges from such funds. Topsell 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.
5.1 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 Topsell’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, Topsell.icu shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.
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 material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
(c) you will not use the Transaction Services to defraud Topsell.icu, our affiliates, or other members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products 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; and
(f) in case that you are a Seller of services, you will provide the services ordered with reasonable care and skills.
5.3 Breaches. If you are, in Topsell.icu’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise acting in breach of this Agreement, Topsell.icu shall have the right to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation. Topsell.icu 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 procure the suspension or termination of your paid or free membership on the Sites. Topsell.icu also reserves the right to (i) temporarily suspend the transaction functionalities of your account with Topsell.icu for a prescribed period determined by Alibaba.com, or permanently terminate the use of your Alibaba.com account and/or (ii) authorize Topsell to temporarily suspend the transaction functionalities of your Payment account for a prescribed period determined by Topsell.icu, or permanently terminate the use of your Payment account without any liability for any losses or damages arising out of or in connection with such suspension or termination. Topsell.icu may also publish the findings, penalties and other records regarding the breaches on the Sites.
5.4 Obligations to Pay Taxes. You shall be solely responsible for payment of any taxes (such as VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services 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 Topsell.icu’s feedback system, such as providing positive feedback on oneself on the Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another member on the Sites.
5.6 Indemnification by Member. You agree to indemnify Topsell.icu and our affiliates, employees, directors, officers, 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. Topsell.icu 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 Topsell.icu in asserting any available defenses.
5.7 Collection and Use of Information for Transaction Services. If you have applied for and/or used the Transaction Services of Topsell.icu, you acknowledge and agree that Topsell.icu shall have the right to use the information collected about you and your Online Transactions, including but not limited to your credit information, business information, personal information (such as applicant name and home address) and financial information (the “Collected Information”) to facilitate the administration, processing, and operation of your use of the services. In connection with your use of the Transaction Services, Topsell.icu may use the Collected Information in the manner set out in the Privacy Policy and/or personal information collection statement relevant to the Transaction Services that you have agreed to prior to or during your application for and use of the Transaction Services.
6.1 Confidential Obligations. You shall keep confidential all confidential information provided by other members of the Sites or by Topsell.icu or any of its affiliates in connection with any Online Transaction or the Transaction Services.
6.2 Confidential Information. All information and material provided by another member of the Sites or by Topsell.icu or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.
6.3 Data Protection and Privacy. You must read the privacy policies of Sites which govern the protection and use of personal information of Buyers and Sellers in the possession of Topsell.icu and its affiliates and explains how your personal information may be processed in connection with products and services offered by Topsell.icu. Our Privacy Policy can be accessed at Topsell.icu Privacy Policy, for users who access or use the Sites relating to the Topsell.icu e-commerce platform, and the Privacy Policy of “topsell.icu”.
6.4 Data Protection and Privacy Role of Sellers. Sellers acknowledge that they have their own data protection and privacy compliance responsibilities with respect to personal information of Buyers or other individuals that the Seller processes. Sellers represent and warrant, and undertake to Topsell.icu to ensure, that in relation to such personal information they are and will be fully compliant with all applicable data protection and privacy laws, including without limitation maintaining their own records of such personal information independently of the platform (to the extent required under applicable laws), complying with direct marketing laws, and responding to requests by individuals to exercise their rights under such laws. Neither Topsell.icu nor any of its affiliates is responsible or liable for a Seller’s fulfilment of their obligations under applicable data protection and privacy laws. For the avoidance of doubt, in relation to such personal information the liability and obligations of Topsell.icu and its affiliates under applicable data protection and privacy laws are entirely independent of and separate from the liability and obligations of Sellers under such laws. Topsell.icu shall have no liability to any Sellers for the compliance, by Topsell.icu or its affiliates, with its or their own obligations under applicable data protection or privacy laws, including without limitation in relation to the exercise by Buyers or other individuals of their rights regarding their personal information processed in connection with any services and products provided by Topsell.icu.
7.1 No Warranty. You expressly agrees 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 “WITH ALL FAULTS” BASES, AND TOPSELL.ICU MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. TOPSELL.ICU MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY MEMBER OF THE TOPSELL.ICU SITES. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. TOPSELL.ICU 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, TOPSELL.ICU SHALL NOT BE LIABLE FOR ANY INDIRECT, 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 TOPSELL.ICU AND OUR AFFILIATES AND AGENTS INCLUDING BUT NOT LIMITED TO TOPSELL ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY TOPOSELL.
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.
8.1 Force Majeure. Under no circumstances shall Topsell.icu 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 God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labor 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 membership profile on the 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 membership profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Topsell.icu personally..
10.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF SPECIAL ADMINISTRATIVE REGION WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
10.2 Amicable Negotiations. If any return or claim arises from or in connection with this Agreement, an Online Transaction or your access to or use of the Transaction Services (“Return”), the relevant parties shall resolve the Return through amicable negotiations.
10.3 RETURN BETWEEN BUYER AND SELLER. IN CASE A RETURN ARISES BETWEEN BUYER AND SELLER , IF THE RETURN IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE RETURN TO TOPSELL.ICU FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH TOPSELL.ICU’S DETERMINATION AND EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW, YOU MUST APPLY TO CONTACT AND NOTIFY TOPSELL.ICU OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER THE DATE OF RECEIPT OF TOPOSELL.ICU’S DETERMINATION. IF EACH OF BUYER AND SELLER IN THE RETURN 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 TOPSELL.ICU’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE ALIPAY SERVICES, TOPSELL.ICU MAY INSTRUCT TOPSELL PAY TO DISPOSE THE FUNDS HELD BY TOPSELL ACCORDING TO SUCH DETERMINATION, AND IN THE CASE THE ONLINE TRANSACTION ADOPTS TOPSELL.ICU SUPPLEMENTAL SERVICES, TOPSELL.ICU MAY DISPOSE OF THE FUNDS HELD BY TOPSELL.ICU ACCORDING TO SUCH DETERMINATION. FURTHER, EACH OF BUYER AND SELLER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST TOPSELL.ICU, TOPSELL PAY AND OUR AFFILIATES AND AGENTS.
10.4 RETURN between you and Topsell.icu. In case a return arises between you and Topsell.icu, if the return is not resolved between you and Topsell.icu by amicable negotiations and except as otherwise stipulated under applicable law, you and Topsell.icu agree that the return shall be finally resolved by arbitration with the High Contact.
10.5 HIGH CONTACT ARBITRATION IS CONTACT FORM. IF ANY RETURNIS SUBMITTED TO THE HIGH CONTACT FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE HIGH CONTACT 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 HIGH CONTACT 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 Topsell.icu or our affiliates in breach of this clause 10, including any legal proceedings return Topsell.icu’s determination which has become binding on you according to this clause 10, you shall hold Topsell.icu and our affiliates, agents, employees, directors, officers 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 Topsell,icu 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.
11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Topsell.icu 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 Topsell.icu 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. Topsell.icu 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. Topsell.icu may delegate certain of Topsell.icu 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.
