LAVVEN CREATIVE TECHNOLOGY TRADE LIMITED

SUPPLIER MEMBERSHIP AGREEMENT

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1 The agreement

This LAVVEN CREATIVE TECHNOLOGY TRADE LIMITED SUPPLIER MEMBERSHIP AGREEMENT (“the Contract”) contains the terms and conditions that govern your access to and use of the Service (as defined below) and shall be an agreement between LAVVEN CREATIVE TECHNOLOGY TRADE LIMITED (“LAVVEN.CN; LCTT”) and you or the entity you represent ( “the Brand”).

This Contract takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any of the Service (“the Commencement Date”). You represent to us that you are lawfully able to enter into contracts (that you are not a minor). If you are entering into this Contract for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.

2 Introduction

2.1 Lavven.cn is a new online platform founded by Lavven Creative Technology Trade Limited in Hong Kong for sourcing accessories & affordable artworks, directly from suppliers to FF&E designer firms in Asia.

2.2 Whether you are an artisan maker or an established supplier, your story matters to us. So let’s bring it to life with a supplier profile on Lavven.cn.

2.3 Lavven.cn is tailored for trade only, with an aim to:-

(1) Reach verified FF&E designer firm as they source;

(2) Fill your pipeline & shorten sales cycle;

(3) Full control over pricing & trade discounts;

(4) Automatically calculate & update quotes;

(5) 24/7 lead & sales management;

(6) Fast onboarding & set up;

(7) Join immediately with no upfront fee; and

(8) Secure online payments.

2.4 This Contract should be read in conjunction with the “Terms and Conditions” as can be found at www.lavven.cn as well as below.

TRADING TERMS AND CONDITIONS

3 Interpretation

Account means an account of the Site registered by the Brand in accordance with Clause 5 of the Contract.

Administration Charges means reasonable charge imposed by LCTT against the Brand arising from the Brand’s failure to comply with the logistical and other requirements in this Contract.

Business Day means any day other than a Saturday, Sunday or public holiday in Hong Kong when banks in Hong Kong are generally open for business.

Confidential Information means all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:-

(1) Identified as confidential at the time of disclosure; or

(2) Ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

Delivery Territory means the Hong Kong Special Administrative Region, the People’s Republic of China and international delivery as updated and specified by LCTT.

Designer’s Price means the trade or wholesale price for the Merchandise in USD as set out by the Brand in its listings on the Site.

Final Sale Price shall be displayed on the product’s page including designer’s price plus all taxes, delivery fees and LCTT’s Service Fees.

Digital Works means digital images of Original Works of Art developed or created by the Brand that the Brand desires to commercially exploit through the Site and Services pursuant to this Contract.

Funds Received from Buyer means payments received from LCTT from the buyers payable to the Brand inspect of the Purchase Orders for the purchase of the Merchandise.

Inappropriate Contents means contents which may infringe any applicable laws, regulations or third party rights, such as material which is obscene, indecent, pornographic, seditious, offensive, defamatory, threatening, liable to incite racial hatred or acts of terrorism, menacing, blasphemous or in breach of any third party Intellectual Property Rights

Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighboring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

LCTT; LAVVEN; Lavven.cn mean Lavven Creative Technology Trade Limited, a company incorporated and registered in Hong Kong whose registered office is at Unit 7, 29/F, 118 Connaught Road, West, Hong Kong as described in Clause 1 of the Contract.

LCTT’s Service Fees means the fees charged by LCTT for the use of the Services and the Site. LCTT’s Service Fee charges shall be 20% of the Designer’s Price.

Materials or Merchandise means the content provided to LCTT by the Brand from time to time for the purpose of incorporation and listing for the purpose of sale at the Site.

Member or Members mean a member of the Site registered pursuant to Clause 5 of this Contract.

Particulars of Merchandise means particulars and/or specifications of the Merchandise as stated in the listings on the Site and all order confirmations, packing lists and invoices in respect of the sale and purchase of the Merchandise.

Purchasing Order; Delivery Request mean a buyer’s order to purchase a particular Merchandise or a buyer’s request to the Brand to deliver a particular Merchandise at the prescribed price and quantity and terms and conditions as described in a webpage in the Site as provided by the Brand, subject to the provisions and requirements of this Contract.

Service means the services provided by LCTT pursuant to this Contract.

Shipment Window means the agreed timetable for delivery as specified by the buyer and the Brand.

Site means Lavven.cn and/or any websites as designated by LCTT pursuant to this Contract.

The Brand means the Registering Party as described in Clause 1 of the Contract.

The Contract means this Supplier Membership Agreement entered into between LCTT and the Brand at the date as described above.

Original Works of Art means works of art, product or goods developed or created by the Brand that the Brand desires to sell through LCTT’s Site and Services pursuant to this Contract.

3.1 Clause headings shall not affect the interpretation of this Contract.

3.2 References to Clauses are (unless otherwise provided) references to the Clauses of this Contract.

3.3 In case there is an inconsistency between any of the provisions in the main body of this Contract and the Schedules, if any, the provisions in the main body of this Contract shall prevail.

3.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural include the singular.

3.5 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.

3.6 A reference to a statute or statutory provision shall include all subordinate legislations made from time to time under that statute or statutory provision.

3.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3.8 References to content include any kind of text, information, image, or audio or video material which can be incorporated in the Site for access by a visitor to that Site.

4 The Lavven Service

4.1 LCTT provides a number of Internet-based services through an online platform at the Site. One such service enables accessory designers or suppliers and purchasers or resellers of products offered by these suppliers to discover one another and enter into buyer/supplier relationships.

4.2 The actual contract for sale is directly between the seller and buyer. LCTT is not a traditional auctioneer.

4.3 While LCTT may provide pricing, shipping, listing, sourcing, and other guidance in the Services, such guidance is solely informational and the Brand may decide to follow it or not. LCTT has no control over and does not guarantee the existence, quality, safety or legality of Materials advertised; the truth or accuracy of Members’ content or listings; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction or return an item.

5 Supplier’s Account registration

5.1 In order to list a work on the Site or to make a purchase through the Site, other than users who utilize the guest checkout option, the Brand must first create an Account by completing our registration process and agreeing the membership term as set out in this Contract and/or as provided by LCTT during the registration process.

5.2 During the registration process, the Brand will be required to provide certain information and particulars as specified in a designated application form on the Site and to establish a username and a password.

5.3 Upon completion of our registration process or by utilizing our guest checkout option the Brand will become a Member. The Brand agrees to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Access to the Site as a supplier shall be granted only after a membership request has been received and access granted by an employee of LCTT.

5.4 By using the Services or registering for an Account, the Member represents and warrants that it is, or is an employee, officer, consultant, agent or affiliate of, a homeware accessory but not limited to art supplier. LCTT reserves the right to suspend or terminate your Account if any information provided by the Member during the registration process or thereafter proves to be inaccurate, not current or incomplete.

5.5 The Brand is solely responsible for safeguarding the password and agrees not to disclose the password to any third party and to take sole responsibility for any activities or actions under the Account, whether or not such activities or actions have been authorized. The Brand will immediately notify LCTT of any unauthorized use of the Account on support@lavven.cn.

5.6 The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited. By accessing or using the Site or Services the Brand represents and warrants that it and/or its employee, officer, consultant, agent or affiliate accessing or using the Site or Services is 18 years old or older.

6 Listing of Original Works of Art and/or Digital Works and exclusivity provision

6.1 Member may submit listings for Merchandise, including Original Works of Art and/or Digital Works to the Site.

6.2 In order for the listings to be accepted, Members shall provide LCTT with all information as requested and/or specified by LCTT on the applicable page of the Site and comply with any LCTT requirements and/or specifications as identified on the aforesaid page of the Site, including but not limited to the following:-

(1) Providing and/or uploading to the Site with product catalogue information (including but not limited to visuals, product descriptions, delivery lead times, customizable options for each product, etc.);

(2) Providing and/or uploading to the Site trade or wholesale / designer prices and a recommended retail price for the Merchandise; and

(3) Ensure stocks of the Merchandise are kept updated on the Site at all times.

6.3 By uploading the listings to the Site, it is expressly agreed that LCTT shall automatically become a non-exclusive distribution channel for the Brand’s Merchandise.

6.4 Without limiting the generality of the foregoing, if the Brand submits listings for sale, verification of the identity may be required, by separately providing LCTT with a copy of a government-issued ID or similar documentation.

6.5 Member acknowledges that LCTT reserves the right to promote and market Original Works of Art and/or Digital Works through providing suggestion to the Brand of the use of seasonal sales and/or discounts. The sale or discount amount will apply to the listing price of Original Works of Art and/or Printed Works relating to the Digital Works. Members always retains the right to remove a listing for an Original Work of Art or Digital Work from the Site.

7 Listing Conditions

7.1 When listing an item, the Member agrees to comply with the requirement that:-

(1) The Member shall be responsible for the accuracy and content of the listing and item offered. Submission of listings for Digital Works that were created by another artist is strictly prohibited unless the Member is an authorized reseller of said artist;

(2) The listing may not be immediately searchable by keyword or category for several hours or up to 24 hours in some circumstances. LCTT does not guarantee exact listing durations;

(3) The listings must be accurate and complete and comply with LCTT’s then-current listings content guidelines, which are to be made available at relevant pages of the Site from time to time; and

(4) Member’s fixed-price listings may renew automatically every 30 days, based on the LCTT’s listing terms and policies at that time, until the quantities sell out or until the listing has been canceled.

7.2 Content that violates this Contract and/or any of LCTT’s policies may be modified, obfuscated or deleted at LCTT’s sole discretion without prior notice. It is expressly agreed that LCTT’s listing terms and policies under this Clause may be updated from time to time where LCTT deems it appropriate and necessary.

7.3 LCTT may revise data in its product catalog to supplement, remove, or correct information; if a Member’s listing uses catalog data that has been revised, those revisions may modify the said listing accordingly.

7.4 LCTT strives to create a marketplace where buyers find what they are looking for. Therefore, the appearance or placement of listings in search and browse results will depend on a variety of factors, including but not limited to:

(1) Buyer's location, search query, browsing site, and history;

(2) Original Works of Art or Digital Works’ location, listing format, price and shipping cost, terms of service, end time, history, and relevance to the user query;

(3) The Member’s history, including but not limiting to listing practices, ratings, policy compliance, feedback and/or defect rate; and

(4) Number of listings matching the buyer's query.

7.5 To drive a positive user experience, a listing may not appear in some search and browse results regardless of the sort order chosen by the buyer.

7.6 Metatags and URL links that are included in a listing may be removed or altered so as to not affect third-party search engine results.

7.7 LCTT may provide Members with optional recommendations to consider when creating listings from time to time. Such recommendations may be based on the aggregated sales and performance history of similar sold and current listings. Results will vary for individual listings. To drive the recommendations experience, it is hereby agreed that LCTT may display the sales and performance history of Members’ individual listings to other sellers.

7.8 All listings must be clearly and sufficiently labeled with the following Particulars of Merchandise:-

(1) The country of origin and/or the country of manufacture;

(2) Material composition;

(3) Size, capacities, dimensions, measurements and colours; and

(4) The commodity code under the Harmonized System Codes (HS Code) for classification of the Merchandise.

7.9 To ensure and to facilitate communication and understanding between the Brand/the Member and potential buyers, the Brand/the Member must include at least one (1) image of the Merchandise in the each listing on the Site. The image must reflect the condition of the Merchandise and the Particulars of Merchandise as accurate as possible.

8 Prohibited use

8.1 In connection with using or accessing the Services, the Member shall not:-

(1) Post, list or upload content or items in inappropriate categories or areas on the sites, including but not limited to Inappropriate Contents;

(2) Breach or circumvent any laws, third-party rights or LCTT’s systems, policies, or determinations of the Account status;

(3) Use the Services if the Account is temporarily or indefinitely suspended from using the Site;

(4) Fail to deliver goods or items sold unless there is a valid reason;

(5) Post false, inaccurate, misleading, deceptive, defamatory, or libelous content;

(6) Transfer your Account and password to another third-party without LCTT’s prior consent in writing;

(7) Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;

(8) Distribute viruses or any other technologies that may harm LCTT or the interests or property of users;

(9) Use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the Services for any purpose;

(10) Interfere with the working of the Services, or impose an unreasonable or disproportionately large load on LCTT’s infrastructure;

(11) Infringe the Intellectual Property Rights that belong to or are licensed to LCTT.

(12) Infringe any Intellectual Property Rights that belong to third parties affected by the Brand’s use of the Services or post content that does not belongs to the Brand;

(13) Commercialize any application or any information or software associated with such application developed by LCTT;

(14) Harvest or otherwise collect information about users without their consent; or

(15) Circumvent any technical measures we use to provide the Services.

8.2 If LCTT believes that a Member is abusing the Site in any manner including but not limited to the above-described matters, LCTT may, in its sole discretion and without limiting other remedies, limit, suspend, or terminate the Member’s Account(s) and access to LCTT’s Services, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent the Member from using the Services.

8.3 LCTT may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue the Services without notice. Additionally, LCTT reserves the right to refuse or terminate all or part of the Services to anyone for any reason at our discretion without notice.

8.4 The Brand and/or the Member shall indemnify LCTT against all damages, losses and expenses arising as a result of any action or claim that the Materials or any other material posted to, or linked to, the Site constitutes Inappropriate Content.

9 Sale and purchase of the Merchandise out of the Site

9.1 The Brand and the buyer are expressly prohibited to contact each other to make offers to buy or sell items outside of the Site without LCTT’s consent. Information obtained from the Site shall not be used by buyers and suppliers to contact each other about buying or selling outside of the Site.

9.2 The Brand shall be liable for fees arising out of all sales made using some or all of the Services, even if sales terms are finalized or payment is made outside of the Site without the consent of LCTT.

9.3 The Brand shall be liable for LCTT’s Service Fees if they offer or reference their contact information, or ask for a buyer’s contact information, in the context of buying or selling outside of the Site without the consent of LCTT, even if the item does not sell.

9.4 If any the provisions in this Clause has been breached, LCTT reserves the right to limit, restrict, or suspend the Brand from buying, selling, or using Site features. All of the Brand’s listings may be removed, displayed lower or not shown in search results, without refunding any or all applicable fees. The Brand may be subject to the application of fees and recovery of LCTT’s expenses in monitoring and enforcement.

10 Fees and charges

10.1 Lavven.cn is a trade portal. LCTT shall charge the Brand LCTT’s Service Fees from the buyer at a rate of 20% of the Designer’s Price in USD for each Purchase Order placed by the buyer for the purchase of the Merchandise made on the Site.

10.2 All LCTT’s fees and charges invoiced to the Brand shall be made by the Brand to LCTT in USD to the following LCTT’s AliPay or Bank telegraphic transfer designated accounts, before the commencement of LCTT’s delivery of the Merchandise to the buyer:-

[Particulars of Accounts]

10.3 The Brand shall not withhold payment of any amount due to LCTT because of any set-off, counter-claim, abatement, or other similar deduction.

10.4 LCTT may change its prices and fees charged from time to time by posting the changes on the Site 14 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of fees.

11 Pricing and remittance of payments from the buyer to the Brand by LCTT

11.1 Buyers shall pay the trade or wholesale price for the Merchandise and/or goods purchased through LCTT in USD in accordance with the checkout price as indicated in the Site and the Purchase Order. Costs arising from/associated with the delivery of the Merchandise shall be borne by the buyer.

11.2 A Designer’s Price will be shown in the Site. LCTT shall add all taxes and delivery fees, LCTT’s Service Fees charged over the Designer’s Price pursuant to Clause 10.1 and display the Final Sale Price for checkout as the checkout price for the purpose of buyer’s making of the Purchase Orders. All prices shall be shown in USD.

11.3 The buyer shall settle the Final Sale Price for the Merchandise and/or goods purchased in USD by bank telegraphic transfer (TT) to LCTT’s designated account forthwith upon placing the Purchase Order on the Site. Upon receipt of the Funds Received from Buyer, LCTT shall remit the said Funds Received from Buyer to the Brand in USD, upon reimbursing LCTT all taxes, delivery fees and necessary expenses incurred by LCTT and/or its agents/representatives and charging LCTT’s Service Fees, within 30 days from the date of buyer’s confirmation of its receipt of the Merchandise in the following manner:-

(1) By telegraphic transfer (TT) to the designated bank account of the Brand; or

(2) For Brands with a place of business situated in the People’s Republic of China, if the Funds Received from Buyer are of the amount under USD$ 30,000.00, LCTT shall remit such Funds to the Brand by AliPay. If the Funds Received from Buyer are of the amount over USD$ 30,000.00, LCTT shall remit such Funds to the Brand through telegraphic transfer (TT). In case the remittance payments are to be made to the Brand in the People’s Republic of China, LCTT shall use its best endeavors to place further agreements with the Brand, to apply for the requisite approvals from the relevant government authorities of the People’s Republic of China in respect of the said remittance of the Funds Received from Buyer.

12 Bank charges and remittance fees

12.1 The Brand shall be responsible for any and all bank charges, expenses, costs, charges and remittance fees incurred by LCTT in the remittance of payments from the buyer to the Brand by LCTT under this Contract.

13 Shipping and delivery

13.1 Subject to the provisions in this Contract, once a Purchase Order has been placed by the buyer on the Merchandise through the Site, the Brand shall supply to LCTT and LCTT shall arrange forwarders to pick up the Merchandise from the Brand’s warehouse or any other place as designated by the Brand and arrange the delivery of the Merchandise to any place as specified by the Brand in the Delivery Territory in accordance with this Clause in according with LCTT’s own packaging standards.

13.2 Merchandise supplied to LCTT must exactly conform to the particulars and specifications as stated on the Purchase Order or Delivery Request and consistent with the information uploaded to the Site. Variations, modifications or replacement of the Merchandise will not be accepted by LCTT without the prior written consent by LCTT.

13.3 It is the Brand’s responsibility to ensure that the Merchandise are to be delivered within the Shipment Window.

13.4 All verbal orders shall be confirmed by an official LCTT Purchase Order or Delivery Request before the Merchandise is packed for dispatch and delivery. Merchandise received without a valid Purchase Order or Delivery Request will not be accepted for delivery.

13.5 If the Brand is unable to supply any of the Merchandise on the Purchase Order or Delivery Request or is unable to confirm the Purchase Order or Delivery Request in full, it shall, as soon as practical, discuss this matter with LCTT. Should it be agreeable to LCTT and the buyer, LCTT will issue a revised Purchase Order or Delivery Request to be accepted or confirmed by the Brand.

13.6 Any subsequent changes to the price of Merchandise notified to LCTT after the date of the Purchase Order or Delivery Request will not be effective in relation to that Purchase Order or Delivery Request or any replacement Purchase Order or Delivery Request for the same Merchandise unless LCTT expressly agrees so in writing.

13.7 All Purchase Order confirmations, packing lists and invoices must be written in English. All Merchandise must be clearly labeled with Particulars of Merchandise. The Particulars of Merchandise labelled shall correspond to the Particulars of Merchandise as stated in the Brand’s listings, Purchase Order confirmations, packing lists and invoices.

13.8 Each delivery must be accompanied by the relevant Shipping Documents. Packing lists should be emailed to LCTT to the relevant delivery address for the Merchandise at least 24 hours before delivery.

13.9 The Purchase Order and invoice must at least contain the information as listed below:

1. Name of the Merchandise

2. Particulars of Merchandise

3. Buyer’s e-mail address

4. Buyer’s name

5. Buyer’s delivery and billing address

6. Buyer’s country

7. Brand name

8. Brand billing address

9. Brand country

10. Brand personnel in charge and contact details

13.10 The Purchase Order confirmation, the packing list and the invoice must match the Purchase Order. The Brand shall pay LCTT for Administration Charges due to delays and/or administration expenses arising from any discrepancies between the Purchase Order confirmation, the packing list, the invoice and the Purchase Order.

13.11 All deliveries are to be receipted at handling unit level only, the contents are subsequently verified after pre-retailing and any shortages/trouble shipments or Merchandise Discrepancies shall be notified to the Suppliers accordingly.

13.12 Failure to comply with the logistical and other requirements in this Contract by the Brand shall entitle LCTT to do the following without incurring any liability to the Brand:-

(1) Reject the delivery of the Merchandise;

(2) Delay payment of the Merchandise; and/or

(3) Impose Administration Charges and other penalties on the Brand pursuant to Clause 13.10, if LCTT deems it appropriate.

13.13 Unless otherwise notified by the Brand, if LCTT was unable to deliver the Merchandise to the buyer upon reasonable efforts and/or if the buyer fails to collect the Merchandise within 30 days from the date of LCTT’s first attempted delivery of the Merchandise to the buyer, LCTT may, upon notice to the Brand, return the Merchandise to the Brand.

14 Compliance with laws and policies

14.1 In any event, LCTT shall not be responsible for ensuring that the Merchandise comply with all laws and regulations and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

14.2 The Brand shall at its own expense comply with all laws and regulations relating to its activities under this Contract, as they may change from time to time, and with any conditions binding on it in any applicable licences, registrations, permits and approvals.

14.3 Import licences. The Brand shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Merchandise, or their delivery to LCTT. The Brand shall be responsible for any customs duties, clearance charges, taxes, brokers’ fees and other amounts payable in connection with the importation and delivery of the Merchandise.

14.4 Changes in marketing laws. The Brand shall give LCTT as much advance notice as possible of any prospective or actual changes in laws and regulations applicable to the marketing of the products in Hong Kong and/or the country/place where the Merchandise is to be delivered to.

14.5 Local Regulations relating to Products.

(1) The Brand warrants to the Distributor that the Merchandise comply with the Local Regulations in force at the date of this Contract.

(2) The Brand shall give LCTT as much advance notice as reasonably possible of any prospective changes in the Local Regulations.

16 Purchase by LCTT and resale

16.1 LCTT reserves the right and may agree to purchase the Merchandise itself and become the official reseller of the said Merchandise in a currency other than Hong Kong dollars. In this case price lists, the Purchase Order, the order confirmation, packing list and invoice must use that currency.

17 Minimum order placement (MOQ)

17.1 It is hereby expressly provided that no requirements as to minimum order placement quantities in respect of the Purchase Order are to be imposed by LCTT.

18 Country of manufacture

18.1 It is hereby expressly provided that the country of manufacture of the Merchandise shall not be the People’s Republic of China without prior notification. It is acceptable if the Merchandise contains unimportant part of item made in the People’s Republic of China.

18.2 For avoidance of doubt, the country of manufacture of the Merchandise shall be the People’s Republic of China if the Merchandise satisfies one of the following requirements:-

(1) All, or virtually all, processes involved in the production or manufacture of the Merchandise happened in the People’s Republic of China;

(2) Each significant ingredient or significant component of the Merchandise was manufacture and/or produced in the People’s Republic of China; or

(3) The goods were last substantially transformed in the People’s Republic of China.

18.3 For the purpose of Clause 18.2 above, the Merchandise was substantially transformed in the People’s Republic of China if:

(1) The Merchandise met, in relation to the People’s Republic of China, the requirements of Clause 18.2(1) or 18.2(2); or

(2) As a result of one or more processes undertaken in the People’s Republic of China, the Merchandise are fundamentally different in identity, nature or essential character from all of their ingredients or components that were imported into the People’s Republic of China.

19 Order cancellation, returns and refund

19.1 The Brand may create its own rules and refund policy for the buyers to automate replacements, returns, and refunds under certain circumstances. In any event, the refund period shall not exceed 21 days from the date of buyer’s confirmation of its receipt of the Merchandise.

19.2 Upon receipt of an order cancellation and/or return from the buyer, the Brand shall notify LCTT in writing immediately.

19.3 When an item is returned or cancelled, to refund the buyer, the Brand authorize LCTT to initiate application for refunding in the corresponding AliPay accounts and/or make refund payments of the Funds Received from Buyer in the like manner as provided in Clause 11.3 through LCTT to the buyer. In any event, the maximum amount of the refund shall not exceed the Designer’s Price in the listing of the returned Merchandise.

19.4 In case of cancellation or returns, the Brand shall be responsible for the arrangement and the cost of return shipping for the returned Merchandise at its own risk. If the Merchandise is situated in LCTT’s warehouse or otherwise in LCTT and/or its employees, agents or forwarders’ control, the Brand shall liaise with LCTT to make arrangements for taking up the said Merchandise within 20 days from the date of cancellation and/or returns.

20 Marketing, advertising and promotion

20.1 LCTT may, without the Brand and/or the Member’s prior written consent:-

(1) Arrange for the provision of advertising and promoting the Materials;

(2) Submit an annual advertising and promotion program to the Brand for its consideration;

(3) Arrange, at its own expense, on the implementation of the abovementioned promotion program; or

(4) Display Materials and other signs and/or advertising materials provided by the Brand on the Site for advertising purposes.

20.2 The Brand shall provide LCTT with information on the advertising and promotion carried out by LCTT. The Brand shall supply any available promotional and advertising material that LCTT reasonably requests at the Brand’s own cost.

20.3 The Brand shall make reasonable commercial efforts to participate with the Distributor in fairs, exhibitions and similar events, but shall be under no obligation to do so unless such participation is agreed by the parties in writing sufficiently in advance of each event to enable proper preparation by the parties.

21 Intellectual Property Rights

21.1 When providing Materials whereby using the Services directly or indirectly, the Brand/the Member grants LCTT a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable right to exercise any and all Intellectual Property Rights vested in the Brand/the Member in that Material in connection with the provision, expansion, and promotion of the Services, in any media known now or developed in the future. To the fullest extent permitted under applicable law, the right to enforce against LCCT and/or its assignees, sub-licensees, and their assignees of the said Intellectual Property Rights is hereby expressly waived.

21.2 By using the Services, the Brand/the Member represents and warrants that, for all such content provided, the Brand/the Member owns or otherwise controls all necessary rights to do so and to meet the obligations under this Contract. LCCT shall take no responsibility and assumes no liability for any content provided by the Brand/the Member or any third party.

21.3 LCCT may offer catalogs including, for example, product images, descriptions and specifications that are provided by third parties, including users of the Site. Members may use catalog content solely in their listings in the Site. The permission to use catalog content is subject to modification or revocation at any time at LCTT’s sole discretion.

21.4 As a seller, it is the Brand’s responsibility to review the content of the listings for accuracy and that the Brand shall not attempt to hold LCCT responsible for any inaccuracies. The Site may include copyrighted, trademarked or other proprietary materials. The Brand agrees not to remove any copyright, proprietary, or identification markings included within the listings and not to create any derivative works based on catalog content (other than by including them in its own listings).

21.5 The Brand acknowledges and agrees that the Site and all copyright, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of LCTT. Furthermore, the Brand acknowledges and agrees that the source and object code of the Site and the format, directories, queries, algorithms, structure and organization of the Site are the intellectual property and proprietary and confidential information of LCTT. The Brand is not granted any intellectual property rights in and to the Site not expressly granted in this Contract and such rights are hereby reserved and retained by LCTT.

21.6 The Site may utilise or include third party software that is subject to open source and third party licence terms. The Brand acknowledge and agree that your right to use such third party software as part of the Site is subject to and governed by the terms and conditions of the open source and third party licenses applicable to such third party software, including, without limitation, any applicable acknowledgements, licence terms and disclaimers contained therein. In the event of a conflict between the terms and conditions as contained in this Contract and the terms of such open source or third party licences, the terms of the open source or third party licences shall prevail with regard to your use of the relevant third party software. In no event shall the Site or components thereof be deemed to be open source or publicly available software.

21.7 The Brand is not authorised by LCTT to use LCTT’s trademarks in any advertising, publicity or in any other commercial manner without the prior written consent of LCTT, which may be withheld for any or no reason.

22 Limitation of remedies and liability

22.1 While LCCT would use its best endeavors to offer reliable data, LCCT cannot promise that the catalogs or other content provided through the Services in the Site will always be available, accurate, complete, and up-to-date. As a supplier, the Brand and/or the Member agrees that by making a Purchasing Order, the buyer is entering into a contract for the sale and purchase of the Merchandise with the Brand and/or the Member.

22.2 In particular, LCTT shall NOT be liable under or in connection with this Contract and/or any contract entered into between the buyer and the Brand for any:-

(1) Loss of revenue;

(2) Loss of actual or anticipated profits;

(3) Loss of contracts;

(4) Loss of the use of money;

(5) Loss of anticipated savings;

(6) Loss of business;

(7) Loss of opportunity;

(8) Loss of goodwill;

(9) Loss of reputation;

(10) Loss of, damage to or corruption of data; or

(11) Any indirect or consequential loss

suffered by the Brand and/or the Member in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the Brand/the Member and the buyer and whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty or otherwise.

22.3 The Brand and/or the Member agrees to make use of the Services at their own risk, and that the Services are being provided on an “AS IS” and “AS AVAILABLE” basis. Accordingly, to the extent permitted by applicable law, LCTT excludes all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

22.4 In addition, to the extent permitted by applicable law, LCTT (including its subsidiaries, and affiliates, and officers, directors, agents and employees) is not liable, and the Brand agrees not to hold LCTT responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from:-

(1) The content provided (directly or indirectly) using the Services;

(2) The use of or your inability to use our Services;

(3) Pricing, shipping, format, or other guidance provided by LCTT;

(4) Delays or disruptions in the Services;

(5) Viruses or other malicious software obtained by accessing or linking to our Services;

(6) Gitches, bugs, errors, or inaccuracies of any kind in our Services;

(7) Damage to any hardware device from the use of any eBay Service;

(8) The content, actions, or inactions of third parties, including items listed using our Services or the destruction of allegedly fake items;

(9) A suspension or other action taken with respect to your account;

(10) The duration or manner in which your listings appear in search results; or

(11) The need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this Contract.

22.5 The Brand and/or the Member further agree to indemnity and hold LCTT (including LCTT’s affiliates and subsidiaries, as well as their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of the Brand and/or the Member’s breach of this Contract, improper use of the Services or breach of any law or the rights of a third party.

23 Confidentiality

23.1 Each party shall protect the Confidential Information of the other party against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.

23.2 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

23.3 The obligations set out in this Clause herein shall not apply to Confidential Information that the receiving party can demonstrate:

(1) Is or has become publicly known other than through breach of this Clause; or

(2) Was in the possession of the receiving party prior to disclosure by the other party; or

(3) Was received by the receiving party from an independent third party who has full right of disclosure; or

(4) Was independently developed by the receiving party; or

(5) Was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

23.4 The obligations of confidentiality in this Clause herein shall not be affected by the expiry or termination of this Contract.

24 Data protection

24.1 In this Clause, Personal Data has the meaning given in the Personal Data (Privacy) Ordinance (Cap 486).

24.2 LCTT warrants that, to the extent it processes any Personal Data on behalf of the Brand and/or the Member:-

(1) It shall act only on instructions from the Member; and

(2) It has in place appropriate technical and organizational security measures against unauthorized or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

25 Commencement, duration and termination

25.1 This Contract shall take effect on the Commencement Date and shall continue in force valid until the cancellation and/or the termination of the Member’s Account.

25.2 Without affecting any other rights or remedies to which it may be entitled, LCCT reserves the right to, at its sole discretion, and without liability:

(1) Suspend or terminate the Account and/or the Brand’s access to the Services at any time, for any reason, and without advance notice; and

(2) Change, modify, suspend or discontinue, whether temporarily or permanently, the whole or any part of the Services at any time, for any reason, and without advance notice.

25.3 The Brand acknowledges and agrees that if it deactivates the Account or if LCCT suspends or terminates the Account, you will lose any information associated with your Account. It is the Brand’s responsibility to back-up the content uploaded to the Site.

26 Consequences of termination

26.1 Termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

26.2 LCTT may cancel any orders for Merchandise placed by the Member before termination if delivery would fall due after termination, whether or not they have been accepted by the Supplier. LCTT shall have no liability to the Member in respect of such cancelled orders.

27 Force majeure

27.1 Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues for 6 weeks, the party not affected may terminate this Contract immediately in writing.

28 Notices

28.1 Any notice given to a party under or in connection with this agreement contract shall be in writing and shall be:-

(a) Delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or

(b) Sent by fax to its main fax number; or

(c) Sent by email to the email address as specified by the parties.

28.2 Any notice shall be deemed to have been received:-

(a) If delivered by hand, on signature of a delivery receipt;

(b) If sent by pre-paid first-class post or other next working day delivery service, at 9:00 am on the second Business Day after posting or at the time recorded by the delivery service.

(c) If sent by fax or email, at 9.00 am on the next Business Day after transmission.

28.3 This Clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

29 Announcements

29.1 The Brand shall not make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this Contract, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of LCTT except as required by law, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.

30 Assignment and transfer

30.1 The Brand shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under this Contract, in whole or in part, without the prior written consent of LCTT, such consent not to be unreasonably withheld or delayed.

30.2 LCTT may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under this Contract, in whole or in part, provided that notice in writing is given to the Brand and/or such notification is posted on the Site 7 days before the aforesaid assignment and transfer.

31 Entire agreement

31.1 This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

31.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Contract.

32 Third party rights

32.1 It is expressly provided that Contracts (Rights of Third Parties) Ordinance (Cap 623) does not apply to this Contract. This Contract does not give rise to any rights under the said Ordinance to enforce any term of this Contract.

33 Waiver

33.1 No failure or delay by LCTT to exercise any right or remedy provided under this Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict LCTT’s further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

33.2 If LCTT does waive any rights, LCTT will only do so in writing and that do not constitute an indication that LCTT will automatically waive any right related to any later default by the Brand.

34 Rights and remedies

34.1 Except as expressly provided in this Contract, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

35 Severance

35.1 If any provision or part-provision of this Contract is / or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed to be deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.

35.2 If any provision or part-provision of this agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

36 No partnership or agency

36.1 Nothing in this Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

37 Governing law and jurisdiction

37.1 The Contract is governed by and construed in accordance with the laws of Hong Kong. Each party irrevocably agree to submit all disputes arising out of or in connection with the Contract (including non-contractual disputes or claims) to the exclusive jurisdiction of the Hong Kong courts.

37.2 This Contract has been entered into on the date stated at the beginning of it.

38 Acceptance of the Contract

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY SELLING OR PURCHASING A WORK ON OR THROUGH THE SITE OR SERVICES OR BY POSTING ANY CONTENT ON THE SITE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE OR SERVICES. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, "you" and "your" will refer and apply to that company or other legal entity.

LCTT reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or Services or to modify these Terms, at any time and without prior notice. If we, LCTT modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the "Last Updated Date". By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.

By checking here, you are consenting to the use of your electronic signature in lieu of an original signature on paper. After consent, you may, upon written request to us, obtain a paper copy of an electronic record. No fee will be charged for such copy and no special hardware or software is required to view it. Your agreement to use an electronic signature with LCTT for any documents shall continue until such time as you notify us in writing that you no longer wish to use an electronic signature. There is no penalty for withdrawing your consent. You should always make sure that LCTT has your current email address in order to contact you regarding any changes, if necessary.