Terms of Service

1. ACCEPTANCE OF TERMS

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "User," or "you") and Naiyuan Mart Ltd. ("Naiyuan Mart," "Company," "we," "us," or "our"). By accessing, browsing, or using our website, platform, services, or any related applications (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference.

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" refers to such entity.

2. DESCRIPTION OF SERVICES

Naiyuan Mart operates as a comprehensive supply chain management and international trade facilitation platform, providing:

• Procurement Services: Product sourcing, supplier identification, and procurement management
• Supply Chain Management: End-to-end logistics coordination and supply chain optimization
• Payment Processing: Secure international payment facilitation and foreign exchange services
• Quality Assurance: Supplier verification, product inspection, and quality control services
• Shipping & Logistics: International freight forwarding, customs clearance, and delivery coordination
• Technology Platform: Digital tools for order management, tracking, and communication

3. ELIGIBILITY AND ACCOUNT REGISTRATION

3.1 Eligibility Requirements

To use our Services, you must:

• • Be at least 18 years of age or the age of majority in your jurisdiction
• • Have the legal capacity to enter into binding contracts
• • Not be prohibited from using the Services under applicable law
• • Maintain a valid business license (for commercial accounts)

3.2 Account Registration

You must provide accurate, current, and complete information during registration

You are responsible for maintaining the confidentiality of your account credentials

You must immediately notify us of any unauthorized access or security breaches

One person or entity may not maintain multiple accounts without our prior written consent

3.3 Account Verification

We reserve the right to verify your identity and business credentials through third-party services. Services may be suspended pending successful verification.

4. USE OF SERVICES

4.1 Permitted Use

You may use our Services solely for lawful business purposes in accordance with these Terms. You agree to:

• • Comply with all applicable laws, regulations, and industry standards
• • Provide accurate and truthful information in all transactions
• • Use the Services in good faith and for legitimate business purposes
• • Cooperate with our compliance and security procedures

4.2 Prohibited Activities

You may not:

• • Use the Services for any illegal, fraudulent, or unauthorized purposes
• • Violate any applicable export controls, sanctions, or trade regulations
• • Attempt to circumvent security measures or access unauthorized areas
• • Reverse engineer, decompile, or attempt to extract source code
• • Transmit viruses, malware, or other harmful code
• • Engage in money laundering, terrorist financing, or other financial crimes
• • Import or export prohibited goods or goods requiring special licenses without proper authorization

5. SERVICE TERMS AND CONDITIONS

5.1 Service Engagement Process

Service requests must be submitted through our platform or authorized channels

Services commence upon execution of a Service Agreement and receipt of required deposits

Timelines are estimates and may be subject to factors beyond our control

5.2 Service Modifications

We reserve the right to:

• • Modify service offerings with 30 days' prior notice
• • Update pricing for new orders with immediate effect
• • Suspend services for maintenance or security purposes
• • Discontinue services with 90 days' prior written notice

6. FINANCIAL TERMS

6.1 Pricing and Fees

All prices are quoted in the agreed currency and are exclusive of taxes unless stated otherwise

Service fees, handling charges, and third-party costs will be itemized in quotations

Currency exchange rates are determined at the time of transaction execution

Additional fees may apply for expedited services, special handling, or compliance requirements

6.2 Payment Terms

Payment terms are NET 30 days unless otherwise agreed in writing

All payments must be made in the specified currency through approved payment methods

Late payments are subject to interest charges of 1.5% per month or the maximum rate permitted by law

We reserve the right to require advance payment or additional security for orders

6.3 Taxes and Duties

Customers are responsible for all applicable taxes, duties, and customs fees

We will provide necessary documentation for customs clearance

Any penalties or additional charges due to customer-provided incorrect information are customer's responsibility

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Our Intellectual Property

All content, trademarks, logos, software, and technology used in our Services remain our exclusive property or that of our licensors. You are granted a limited, non-exclusive, non-transferable license to use our Services for authorized purposes only.

7.2 Customer Content

You retain ownership of any content, data, or materials you provide. By using our Services, you grant us a limited license to use such content as necessary to provide Services.

7.3 Third-Party Rights

We respect third-party intellectual property rights and expect the same from our customers. Any infringement claims will be handled in accordance with applicable law.

8. DATA PROTECTION AND PRIVACY

8.1 Data Collection and Use

Our collection, use, and protection of personal data is governed by our Privacy Policy. By using our Services, you consent to such collection and use.

8.2 Data Security

We implement industry-standard security measures to protect your data. However, no system is completely secure, and we cannot guarantee absolute security.

8.3 Cross-Border Data Transfers

Your data may be transferred to and processed in countries other than your residence. We ensure appropriate safeguards are in place for such transfers.

9. LIABILITY AND RISK ALLOCATION

9.1 Service Limitations

While we strive for excellence, we cannot guarantee:

• • Uninterrupted or error-free service availability
• • Specific delivery timelines due to factors beyond our control
• • Outcomes affected by third-party actions, government regulations, or force majeure events

9.2 Limitation of Liability

9.3 Indemnification

You agree to indemnify and hold harmless Naiyuan Mart, its affiliates, officers, directors, and employees from any claims, damages, or expenses arising from your use of Services or violation of these Terms.

10. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, pandemic, strikes, or supply chain disruptions.

11. COMPLIANCE AND REGULATORY MATTERS

11.1 Export Controls and Sanctions

You agree to comply with all applicable export control laws and sanctions programs, including but not limited to those administered by the U.S. Department of Commerce, U.S. Department of Treasury, and equivalent authorities in other jurisdictions.

11.2 Anti-Corruption

Both parties commit to conducting business in accordance with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and equivalent international legislation.

11.3 Know Your Customer (KYC)

We maintain comprehensive KYC procedures and reserve the right to request additional documentation to verify customer identity and business legitimacy.

12. DISPUTE RESOLUTION

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to conflict of law principles.

12.2 Dispute Resolution Process

1. Direct Negotiation: Parties agree to first attempt resolution through good-faith negotiations
2. Mediation: If negotiation fails, disputes shall be submitted to binding mediation
3. Arbitration: Unresolved disputes shall be settled through binding arbitration under the rules of [Arbitration Institution]

12.3 Class Action Waiver

You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as part of a class action, collective action, or representative proceeding.

13. TERMINATION

13.1 Termination Rights

Either party may terminate the service relationship:

• • With 30 days' written notice for convenience
• • Immediately for material breach that remains uncured after 15 days' written notice
• • Immediately for insolvency, bankruptcy, or cessation of business operations

13.2 Effect of Termination

Upon termination:

• • All outstanding obligations remain in effect until fulfilled
• • Each party shall return or destroy confidential information
• • Provisions relating to liability, indemnification, and dispute resolution survive termination

14. GENERAL PROVISIONS

14.1 Entire Agreement

These Terms, together with our Privacy Policy and any executed Service Agreements, constitute the entire agreement between the parties and supersede all prior negotiations, representations, or agreements.

14.2 Amendment

We may modify these Terms at any time by posting updated terms on our website. Material changes will be communicated with 30 days' advance notice. Continued use after such notice constitutes acceptance of the modified terms.

14.3 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall remain in full force and effect.

14.4 Waiver

No waiver of any term or condition shall be deemed a continuing waiver, and our failure to enforce any provision shall not constitute a waiver of such provision.

14.5 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of assets.