Terms of Service
Before accepting this agreement, please read the entire contents of this agreement carefully to protect your rights and interests. If you do not agree with any content of this agreement, or if you cannot understand the interpretation of the terms accurately, please do not proceed with the subsequent operations.
FLASHOP Distributor Service Agreement
Version: 2023011
This agreement is made and entered into by and between the legal entity (referred to as "institution" or "you") that agrees and undertakes to abide by this agreement to use FLASHOP system distributor services, and NewBang Holding Limited CO., LTD.
2.1 By clicking to confirm this agreement through the webpage or by actually using the services under this agreement in any way, you have agreed to accept and undertake to perform all the provisions of this agreement. This agreement will come into effect on the day you click to confirm or start using the service. It is deemed that you have read, understood, and agreed to comply with these terms. In the event of any modification or change to this system, if you continue to use it, it is deemed that you have read, understood, and agreed to comply with such modification or change.
2.2 The content of this agreement includes the main text of the agreement, attachments, and all rules published or to be published by FLASHOP through reasonable means of notification. These rules are an integral part of this agreement and have the same legal effect as the agreement.
2.3 FLASHOP may modify this agreement as necessary based on the need to improve service experience and comply with legal and regulatory requirements. Such modifications will become part of this agreement upon taking effect without further individual notice. If you do not agree with the relevant amendments, please notify FLASHOP immediately and stop using the service. Otherwise, it will be deemed that you have accepted the modified content; you cannot claim any compensation or indemnification for this. Any provision of these terms or any provisions of the website service determined by the website, if one or more are invalid, does not affect the validity of other terms or website services.
2.4 If the website user is a minor, in addition to the user himself/herself must comply with the above provisions, the user's parent(s) or guardian(s) must also read, understand, and agree to comply with all the contents of these terms for the user to use or continue to use the website services. When the website user continues to use the information services provided by the website after these terms have been modified or changed, it is deemed that the user's parent(s) or guardian(s) have also read, understood, and agreed to comply with the modified or changed terms.
2.5 User Data and Privacy Protection: When applying to join, you must provide complete, accurate, and true personal/company information. If there are any changes to the registered information, you should update it online promptly. If the personal/company information you provided is not truthful, the original logged-in data is no longer accurate and has not been updated, the personal/company information you provide violates or undermines the purpose of our services, or there is any risk of misleading, our company has the right to terminate your qualifications or refuse you to use part or all of our website services at any time. For the personal/company information you provide, including name, company name, telephone number, address, email address, and other personal data protected by law, FLASHOP will not disclose it to any third party without your consent or as required by law. For the personal/company information you provide, you agree that FLASHOP, its affiliated companies, or partners have the right to collect, process, store, transmit, and use such information within a reasonable range for statistical analysis, investigating online behavior, providing preferential information, or any other legitimate use. Based on the nature of the Internet, the detailed agreements on the use and protection of user data will be governed by the privacy policy provided by FLASHOP.
2.6 If your actions involve any illegal activities, you shall bear the relevant legal responsibilities. FLASHOP will actively report or cooperate with judicial authorities or relevant supervisory authorities for investigation and handling. In the event of any violation of these terms or related laws and regulations, or any illegal or improper behavior that infringes on the rights of others, resulting in damages or expenses incurred by FLASHOP, affiliated companies, employees, agents, hired employees, or other related auxiliary personnel (including but not limited to litigation costs, attorney's fees) you shall be responsible for compensation. You authorize the company to publicly distribute, reproduce, modify, edit, authorize, reprint, resell, publicly transmit, or delete any data or information (excluding any personal data logged or stored by website users) published, posted, or transmitted by the user.
2.7 FLASHOP and its extended platform services are not banks, payment institutions, or currency service enterprises.
2.8 You allow FLASHOP's checkout system to save the payment credentials of your customers (each "customers") for future transactions when the FLASHOP checkout system is enabled. When customers first use the checkout system on FLASHOP to complete an order, the checkout page will ask customers if they want to save their information. FLASHOP will collect and store the customer's information, such as the customer's name/company name, email, phone number, credit card information, billing address, delivery address, and order details of the products and services purchased (including type, size, and other product information).
2.9 You understand and agree that when using the FLASHOP system for sales, you are fully responsible for your customers. If FLASHOP platform incurs fines or losses due to a decrease in payment weighted scores due to complaints from your customers, you should fully bear the responsibility. You are responsible for investigating and resolving any disputes with your customers. FLASHOP will not be a party to any disputes and will not be responsible for any disputes. You shall determine and comply with the applicable laws for all products sold in your store, and bear all the costs incurred by government agencies (taxes, customs duties, etc.). You will comply with any specific terms and conditions of any third-party platforms, software, applications, products, and services or any additional services related to your store that are visited or used in connection with your store.(Collectively referred to as the third clause)
Unless otherwise agreed, the following terms in this agreement should be understood as follows:
3.1 "FLASHOP distribution business": refers to the sales system (Flashop) provided by FLASHOP for distribution needs.
3.2 "FLASHOP Distribution Business": refers to the sales system (Flashop) provided by FLASHOP in accordance with the provisions of this agreement to meet distribution needs.
3.3 "FLASHOP distributor": refers to a part of FLASHOP that uses the network system service (Flashop) provided by FLASHOP to conduct distribution activities.
3.4 "Distribution institution": abbreviated as "Institution", refers to entities with corresponding e-commerce sales channels and platforms that use FLASHOP's product library for sales, which is a part of FLASHOP.
3.5 WEC: refers to the independent e-commerce system developed by FLASHOP, with the built-in FLASHOP product library.
3.6 Product: refers to the valid products available on the cross-border supply platform "FLASHOP".
3.7 FLASHOP system: It refers to the entire series of systemsdeveloped by FLASHOP.
3.8 It refers of the supply price of the product (including the shipping cost of the product within the country of origin) by FLASHOP to the distributor/organization
3.9 Retail price: refers to the price at which products are sold on the distributor/institution's sales platform.
4.1 To apply to join the distributor market, you must meet the following standards and be approved by FLASHOP (the evaluation and judgment by FLASHOP shall prevail):
4.1.1 You must be a FLASHOP registered member with real-name authentication to comply with local regulations.
4.1.2 Other standards that FLASHOP deems necessary to comply with.
4.2 FLASHOP has the right to terminate this agreement in consideration of the operational situation but must provide written notice at least 10 days in advance.
4.3 Upon the expiration or termination of this agreement, you shall immediately fulfill any obligations determined during the term of this agreement that have not been fully completed.
4.4 Upon the expiration, termination, or rescission of this agreement, it shall not affect any existing debts or obligations that have occurred.
5.1 You can establish a distribution relationship with FLASHOP suppliers through the FLASHOP system, choose products and information to synchronize to your sales channels, and independently price/edit the content on your sales channel. However, you are fully responsible for the changed product content.
5.2 FLASHOP will determine the content of your benefits based on your transaction history and actual needs.
5.3 When you use the complete product information released by the supplier (including but not limited to main images, titles, attributes, product descriptions, etc.) to publish on your sales platform (such as self-built online trading platforms, stores opened by buyers on third-party platforms, etc.), you should review the information content yourself and ensure legal compliance. If necessary, you can confirm whether the information is true, legal, and valid through FLASHOP's business support.
5.4 Placing orders: Once the end customer purchases a product from you through your distribution platform, the FLASHOP system will directly ship to the end customer. Before the supplier ships the product, they can use the FLASHOP system to assist with returns (based on the status of the FLASHOP system).
5.5 After-sales of products: If there are quality or other after-sales issues with the products delivered by the supplier, you should collect feedback from end customers and follow FLASHOP's process and rules for filing complaints, communicating, and resolving solutions.
5.6 You understand and agree that FLASHOP is not a participant in the transactions between users and is not responsible for the legality, validity, authenticity, legality, and effectiveness of suppliers' actions or the products they sell.
5.7 You are required to pay the corresponding service fees according to the standards announced by FLASHOP for using the services provided by FLASHOP.
5.8 Without the permission of FLASHOP, you cannot distribute through other channels or platforms.
5.9 The product items, supply prices, inventory, categories, etc. in the FLASHOP product library will be updated periodically. You can view relevant information through notifications in the FLASHOP system.
5.10 Once an order you placed is approved by FLASHOP, it will be marked as "awaiting shipment" and cannot be modified or canceled. If modifications or cancellations are required, they must be confirmed by FLASHOP, and you will be responsible for any additional costs incurred, such as logistics interception and return costs.
5.11 After the products are shipped from the warehouse, the interests and risks of the products are transferred to you, except for defects in the products.
5.12 You understand that FLASHOP has the right to adjust, optimize, or supplement the system's functions and rules. Your continued use of the FLASHOP system is deemed as acceptance of the adjustments or supplements.
5.13 The creation of a FLASHOP system account requires you to provide an email account, through which FLASHOP will associate the email account with the FLASHOP system. Once associated, the account becomes valid.
5.14 If you choose to use the API to connect the backend of the FLASHOP system to your sales platform system, FLASHOP will provide you with the AppKey and AppSecret codes for configuration and testing. The two parties will confirm the relevant codes and integration procedures through email.
5.15 You confirm that you are responsible for all actions performed through your account login to the FLASHOP system and any actions taken after entering the system, and are bound by them. You should properly safeguard the account information or integration code data. If you find that your password is lost, stolen, or used by an unauthorized third party, you should immediately contact FLASHOP. If you suffer any losses, you bear the responsibility. However, if it is proven that the losses are caused by FLASHOP's fault, FLASHOP will be liable for damages (including but not limited to litigation costs, attorney fees, and damages). Unless otherwise specified in this agreement, you may not transfer your account to anyone in any form. You may not perform any acts of copying, modifying, adapting, changing, splitting, disassembling, deducing, reverse engineering, or second development on any part of the FLASHOP system.
5.16 At the end or termination of the cooperation, if there are no outstanding orders, unpaid amounts, or other unfulfilled commitments under your account, FLASHOP will close your account. After closing your account, FLASHOP should also delete your account registration information and transaction records.
6.1 Prohibition of Misuse of Authorization: You may not abuse the interface provided by FLASHOP, such as conducting direct cooperation with suppliers after obtaining information through the data interface. FLASHOP will warn, reduce interface permissions, or suspend interface usage based on the severity of the situation.
6.2 You can use all promotional materials in the FLASHOP system product library (including but not limited to product packaging, images, photos, portraits, videos, text, trademarks, etc.). FLASHOP guarantees that the promotional materials are obtained legally or have been authorized by the relevant rights holders, and can be fully licensed to you for use, reproduction, public broadcasting, public transmission, etc., without any infringement of the rights of others or violation of relevant laws and regulations. However, you will be fully responsible for any reproductions.
6.3 You guarantee that you have the legal qualifications to engage in the content specified in this agreement and that the operation of selling FLASHOP system products on your platform is legal and does not violate any laws, or regulations, or infringe on the legitimate rights and interests of any third party. In the process of selling products, you must comply with laws, regulations, and other policies and management requirements.
6.4 You are responsible for promoting and operating products on your sales platform and bear the costs or expenses incurred by the distribution of products.
6.5 When you use the FLASHOP system to publish all product information (including but not limited to main images, titles, attributes, product descriptions, etc.), you should review the information content yourself and ensure legal compliance. If necessary, FLASHOP's business support can help confirm whether the information is true, legal, and valid.
6.6 You are responsible for providing customer services such as product inquiries, queries, and after-sales services to your end customers. If there are any questions about product quality, specifications, effects, etc. that you cannot answer, FLASHOP's business support should assist you according to your needs. You should provide after-sales services to customers by legal regulations and your own platform's after-sales service policies.
6.7 You may not make any statements as representatives of FLASHOP on behalf of FLASHOP or indicate that certain content is specified by FLASHOP, required by FLASHOP, or determined by FLASHOP. The relationship between FLASHOP and you should not be interpreted as an employer-employee relationship or any other relationship such as a partnership, joint venture, affiliated enterprise, or any form of relationship. You may not promote or publicize any relationships stated above. You also have no right to sign any contracts or agreements on behalf of FLASHOP or bind FLASHOP in any way. FLASHOP shall not be responsible for any legal obligations.
6.8 When conducting product advertising or promotional activities, you may not imply in any way that FLASHOP is associated with any products or services not provided by FLASHOP or that FLASHOP endorses products or services not provided by FLASHOP. If you sell products that are not provided by the FLASHOP system by pairing with other products or directly or indirectly expressing the need for the cooperation of products not provided by the FLASHOP system on the checkout page, if there is any infringement in the manufacturing, sale, or use of the combined products with other non-FLASHOP system products, then you should agree to be fully responsible for the compensation and agree to indemnify FLASHOP against any litigation costs, damages, expenses (including reasonable attorney fees), and any legal liabilities.
6.9 Your sales platform, promotional pages, etc. should truthfully display all information about the products, and you are fully responsible for editing, modifying, reproducing, and other processing of trademarks, logos, specifications, usage instructions, images, and all other information related to the products. If any misunderstanding of the products is caused by your actions, you should bear full responsibility.
6.10 You may not make any representation on your sales platform, promotional pages, etc. indicating that FLASHOP is involved with any products or services not provided by FLASHOP or that FLASHOP endorses products or services not provided by FLASHOP. If you sell products that are not provided by the FLASHOP system by pairing with other non-FLASHOP system products or directly or indirectly representing that the products need to work together with other non-FLASHOP system products, if there is any infringement in the manufacturing, sale, or use of the combined products with other non-FLASHOP system products, you should agree to be responsible for all compensation and agree to indemnify FLASHOP against any litigation costs, damages, expenses (including reasonable attorney fees), and any legal liabilities.
6.11 Without the written permission of FLASHOP, you guarantee not to sell FLASHOP system products through channels, stores (including physical and online), or other channels outside the agreement. If it is confirmed by FLASHOP, separate channels will be calculated separately, and FLASHOP's market conditions will be charged separately for the violation of selling behavior in the agreement, with no objection to past behavior.
7.1 API interface technical support: FLASHOP provides technical services for data integration and processing during the API access process and in subsequent processes such as product storage, payment, etc.
7.2 Dispute resolution: FLASHOP assists merchants in handling transaction disputes and resolves these disputes by relevant platform rules.
7.3 Authorization allocation: FLASHOP has the right to adjust API permissions and service content and scope periodically or unscheduled based on your transaction situation.
8.1 You should provide true and valid contact information as requested by FLASHOP. If there are any changes, you must update them and ensure that you can be contacted. Any notice issued by FLASHOP to merchants can be done through website announcements, mobile SMS, regular mail, etc., and such electronic notices shall be deemed to be delivered to merchants from the date of sending according to FLASHOP's notice.
8.2 Merchants agree that any notice sent by them to FLASHOP must be sent to the contact information specified by FLASHOP through the methods mentioned above or using other notification methods recognized by FLASHOP.
9.1 The service will be provided "as is" and "as available". You confirm that you fully understand the functions and service characteristics of the relevant products and agree that FLASHOP will not be liable for existing software defects, functional deficiencies, or any improvements unless otherwise specified by law.
9.2 FLASHOP fulfills its basic guarantee obligations by the law, but it does not assume responsibility for any service interruptions or delays caused by force majeure events or third-party reasons. These reasons include but are not limited to, situations such as Internet connection failure, computer system failure, communication failure, power failure, computer viruses, hacking, strikes, labor disputes, riots, uprisings, fires, floods, storms, explosions, wars, epidemics, infectious diseases, and other unforeseen circumstances beyond the legal obligations of FLASHOP.
9.3 Merchants are strictly prohibited from seeking benefits through improper means, which includes providing funds, consumption, hospitality, or business opportunities to FLASHOP, its employees, affiliates, or partners. If a merchant violates this clause, regardless of whether they gained any benefits or not, FLASHOP has the right to immediately suspend or terminate the agreement. In addition, the merchant will be required to compensate FLASHOP. The compensation amount will be determined by either paying USD 10,000 or the total amount of any form of improper benefits provided and obtained, whichever is higher.
10.1 The merchant acknowledges and agrees that unless explicitly stated otherwise by FLASHOP, all intellectual property rights, including copyrights, trademarks, patents, trade secrets, etc., and related rights over all technologies, software, programs, data, and other information provided under this agreement are owned by FLASHOP or its affiliates. The merchant is strictly prohibited from displaying, using, or processing the aforementioned information in any way without explicit authorization from FLASHOP. Furthermore, the merchant cannot claim any right to display, use, or process this information.
10.2 The term 'trade secrets' mentioned in this agreement encompasses the contents described herein, any supplementary agreements, and any undisclosed information related to the cooperation process between the merchant and FLASHOP. The merchant is strictly prohibited from disclosing, disseminating, editing, or displaying FLASHOP's trade secrets to any third party without obtaining prior consent from FLASHOP. This confidentiality obligation remains in effect indefinitely.
11.1 The merchant agrees to compensate FLASHOP, buyers, and other third parties for any losses, including full litigation costs and attorney fees, resulting from their use of services or violation of the agreements, attachments, and rules mentioned above. The merchant assumes corresponding liability for the breach. FLASHOP has the right to directly deduct the compensation amount, including compensation and penalty fees, from the merchant's performance guarantee and product transaction funds, if applicable.
11.2 Unless stated otherwise in this agreement or FLASHOP's rules, if either party breaches the agreement, the non-breaching party can issue a written notice, requiring the breaching party to rectify the breach within a specified period and claim compensation for the resulting losses. If the breaching party fails to rectify the breach promptly, the non-breaching party has the right to immediately terminate the agreement.
11.3 If the merchant's stored value is insufficient to cover the amount due to FLASHOP as stipulated in this agreement for goods or other settlement payments, and if credit card transactions are declined, FLASHOP has the right to suspend delivery or instruct the logistics service provider to return the products in transit. This action will not be considered a breach by FLASHOP.
11.4 In the event of a violation of this agreement where the merchant sells FLASHOP system products through channels not covered by this agreement, FLASHOP has the right to terminate the agreement. Additionally, the merchant will be required to pay FLASHOP a penalty equivalent to 10% of the income obtained from the aforementioned breach of sale. FLASHOP also reserves the right to confiscate the performance guarantee provided by the merchant. If the penalty amount is insufficient to compensate for the losses incurred by FLASHOP, both parties will assume liability for compensation.
11.5 Unless otherwise agreed in this Agreement, if either party violates or fails to perform any provision of this Agreement, the non-breaching party may request in writing for the breaching party to improve within a specified period. If the breaching party fails to improve or improves inadequately by the deadline, the non-breaching party may terminate this Agreement in whole or in part by written notice. The breaching party shall be liable for any damages suffered by the non-breaching party as a result thereof (including, but not limited to, attorney's fees, litigation costs, etc.).
11.6 You agree that if you have any payment, default, compensation, or other liability to be borne by FLASHOP under this Agreement, FLASHOP has the right to offset against the amount that FLASHOP should rebate to you under this Agreement, the unused points in your FLASHOP account that have not been deducted, and the guarantee deposit, based on the amount confirmed by you in writing.
11.7 If you disclose any commercial information to any third party during the use of the API services provided by FLASHOP, FLASHOP has the right to claim against you.
12.1 Either party may terminate this Agreement by giving 15 days prior notice to the other party.
12.2 FLASHOP's right of termination: If the merchant no longer meets the service usage conditions, violates any of FLASHOP's publicly effective rules, service terms, any statement or warranty, or any other provision of this Agreement, FLASHOP has the right to immediately terminate this Agreement and handle the merchant according to the relevant rules.
12.3 Settlement after termination of the Agreement:
12.3.1 Regardless of the reason for the termination of this Agreement, the merchant shall bear full and independent responsibility for any compensation and liability caused by its actions before the termination of the Agreement.
12.3.2 After the termination of the Agreement, FLASHOP has the right to immediately disconnect the API interface, but the supplier shall still perform the obligations under the Agreement for the orders you have placed and paid for.
12.4 In the event of the termination, revocation, or expiration of this Agreement, you shall remove all promotional materials provided by Party A, including but not limited to product descriptions, images, and videos, from the sales platform within ten working days.
13.1 Definition of Affiliate Program
Our affiliate program allows members to invite friends to join our membership platform. The inviting party (Affiliate) will receive 35 coins for each successful referral, and the invited party (Referred Member) will receive 25 coins upon joining.
13.2 Eligibility and Participation Requirements
Both the Affiliate and the Referred Member must be paid subscription members to participate in the affiliate program. Only active subscribers are eligible to send and receive referral benefits.
13.3 Term and Termination
- Only subscribed members are authorized to send invitations.
- The Affiliate must be in an active subscription status at the time of sending the invitation.
- Once the Referred Member joins and becomes a member, even if the Affiliate’s subscription expires, the Referred Member will still receive coins once they subscribe to a paid membership.
13.4 Disclaimer
We reserve the right to modify these terms at any time without prior notice. It is the responsibility of the members to stay updated with any changes to the terms.
13.5 Privacy and Data Usage
We are committed to protecting your privacy. Any personal data collected during the affiliate program will be used in accordance with our privacy policy. We do not share your data with third parties without your consent.
14.1 If you access our services through a third-party platform, please ensure that you adhere to its regulations; we also strictly comply with these rules. Failure to do so may result in your products being delisted.
Shopify Terms15.1 The interpretation and application of this Agreement, as well as any disputes related to this Agreement, shall be governed by the laws of the Hong Kong courts as the court of first instance.
15.2 If any provision of this Agreement is deemed invalid or unenforceable, the said provision shall be severed and the remaining provisions shall remain in full force and effect. FLASHOP's waiver of any right under this Agreement due to the merchant's fault or breach shall not be construed as a waiver of any other or subsequent similar fault or breach by the merchant.
15.3 FLASHOP has the right to transfer all rights and obligations under this Agreement to its affiliated companies by business adjustment and service needs. The transfer shall be notified to the merchant by the provisions of this Agreement. If the merchant continues to use any services under this Agreement, it shall be deemed as agreeing to the changed party as the counterparty in performing the contract with the merchant.
15.4 The termination of this Agreement for any reason shall not affect the rights and obligations that have occurred under this Agreement before the early termination date.
15.5 If any provision of this Agreement is wholly or partially invalid or unenforceable for any reason or in violation of any applicable law, the said provision shall be deemed invalid, but the remaining provisions of this Agreement shall remain valid and binding.
15.6 All attachments to this Agreement shall have the same legal effect as this Agreement. In the event of any inconsistency with the provisions of this Agreement, unless specifically excluded, this Agreement shall prevail.
15.7 Without the written consent of the other party, either party shall not assign or transfer in any way all or part of the rights and obligations under this Agreement to any other person.
15.8 Disclaimer: If the edited content by you/organization differs from the original text provided by FLASHOP (including, but not limited to, audio, images or their descriptions, text, logo, prices, inventory, deadlines, etc.), you/organization shall take full responsibility."