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Welcome to the services provided by Shopwin (hereinafter referred to as "Shopwin"), including its website, mobile applications, and related products and services (collectively referred to as the "Services"). These Terms of Service ("Terms") govern your use of the Services, your purchase of products through the Services, and all interactions with Shopwin. Please read these Terms carefully. By registering, accessing, browsing, or using the Services, you agree to be bound by these Terms.
1.1 By using the Services and purchasing products, you enter into a legally binding agreement with Shopwin("we," "us," or "our"). Users of the Services and purchasers of products are referred to as "you."
1.2 The use of certain Services may require compliance with additional policies, rules, or terms that we may issue from time to time (collectively, "Policies"), including our Privacy Policy. These Policies are incorporated into these Terms by reference. If there is a conflict between these Terms and any Policy, the Policy shall prevail.
1.3 We may update these Terms at our sole discretion. After the update, we will post the revised Terms on the Services and indicate the "Last Updated" date at the top of the Terms. Updates will take effect in accordance with applicable laws. If necessary, we may notify you and require you to agree to the updated Terms in a specified manner before continuing to use the Services. If you do not agree to any updates after receiving the update notice, you should stop using the Services. Otherwise, continued use of the Services constitutes your acceptance of the revised Terms. Please review these Terms regularly for the latest version.
2.1 All product prices ("Prices") on the Services do not include shipping fees and applicable taxes, including but not limited to sales tax, use tax, and other similar taxes (collectively, "Taxes"), which will be charged separately to you at the applicable rate and are your responsibility. All Prices are subject to change at any time, but changes (other than errors described in Section 2.2) will not apply to orders we have confirmed. Unless otherwise stated on the Services, all amounts are denominated in United States Dollars (USD). Clicking the "Submit Order" button on the Services constitutes your request to purchase the products (whether from us or a third-party seller). We reserve the right to accept or reject such requests at our sole discretion and will notify you via order confirmation. For the avoidance of doubt, we reserve the right to refuse or cancel all or part of your order due to insufficient inventory or other reasons.
2.2 We strive to provide accurate information, but errors, inaccuracies, or omissions in pricing, product descriptions, inventory, or promotional information may occur on the Services. In accordance with applicable laws, we reserve the right to correct such errors without prior notice, even after you have submitted an order, received an order confirmation, or a shipping notice, and may modify the information or cancel (part of) the order. Strikethrough prices displayed on the Services are for illustrative purposes only, to compare with the product's previous price, and are not necessarily current information nor reflect price comparisons from multiple sources. If price is critical to your purchasing decision, please compare prices yourself before purchasing.
2.3 Before placing an order, please carefully read the description of the product you are interested in, including its product description and usage restrictions. If you have any special circumstances that may affect the use of the product or be affected by the product (such as health issues), please inform us before placing your order.
2.4 You agree to pay all fees listed in the order confirmation, including shipping fees, Taxes, and other applicable charges.
2.5 We endeavor to display product colors accurately, but cannot guarantee that the colors displayed on your device will exactly match the actual product colors.
2.6 You confirm that a product meets your purchase expectations if it: (i) conforms to the description and characteristics provided on the Services; and (ii) is suitable for the ordinary purposes of such products.
2.7 To complete a purchase, you must provide a valid payment method (such as a credit card) and confirm that you are authorized to use that payment method. If your payment method changes, you must update your account information promptly. Providing a payment method constitutes your authorization for us, our agents, and payment processors to charge: (A) the price of the purchased products; (B) applicable Taxes, shipping fees, and other charges; (C) other fees related to your use of the Services. Payments are non-refundable unless explicitly stated in our Policies. We reserve the right to refuse, freeze, or suspend transactions due to suspected fraud, anti-money laundering compliance, sanctions compliance, or other risks we deem may affect us or third parties.
2.8 Third-party payment processors may charge fees for payments, and such fees will be disclosed to you on the Services. When using payment services, you must comply with the agreements with the payment processors, which may be updated from time to time. As a condition of using the payment services, you must provide accurate and complete information and authorize us to share such information with the payment processors.
2.9 Your payment obligation is deemed fulfilled once we receive full payment.
2.10 Title to the purchased products transfers to you when the products are delivered to the shipping address you provide.
3.1 We provide customer support for payment, return, refund, and related issues.
3.2 We want you to be satisfied with the products purchased through the Services. You may request returns and refunds for all products purchased through the Services; please refer to our Return and Refund Policy for details. To request a refund, please follow the instructions in that Policy. You agree that we will handle your refund request at our discretion in accordance with the Return and Refund Policy.
Unless otherwise stated in the Return and Refund Policy, the refund amount will not include customs duties, Taxes, or return shipping fees.
4.1 By using the Services, you may earn rewards (such as coupons, points, gifts). Certain rewards may only be used for eligible purchases on the Services and are not redeemable for cash unless required by applicable law. Please refer to the specific rules for each type of reward.
5.1 To use the Services, you must be at least 18 years old, or the age of majority in your state (whichever is higher). Although the Services may sell products suitable for children, these products are sold only to adults. Certain products may be restricted to specific age groups ("adults only"). When browsing or ordering such products, you confirm that you meet the age requirements specified by applicable law. We are not responsible for content you may find offensive or objectionable.
5.2 You may not use the Services if: (a) you are not legally entitled to enter into a binding contract with us under applicable law; (b) your country/region is subject to a U.S. embargo; (c) you are listed on any U.S. government prohibited transaction list (such as the U.S. Department of the Treasury's List of Specially Designated Nationals); (d) we have prohibited you from using the Services.
5.3 You may need to create an account and select a password and username. When creating an account ("Account") on the Services, you agree to provide true, accurate, complete, and up-to-date personal information (including contact details) and to update such information promptly. You are responsible for all activities under your Account, including unauthorized use by minors. You may not use a username you are not authorized to use or impersonate others. You may not transfer or assign your Account without our prior written permission. If you are permanently banned from using the Services, you agree not to create a new Account. Do not share your Account or password with any third party; if you discover unauthorized use, notify us immediately and log out of your Account after each use.
6.1 You agree to use the Services solely for personal, non-commercial purposes and to comply with these Terms, Policies, and all applicable laws. We are not responsible for any consequences arising from your use of the Services in violation of the law.
6.2 You are responsible for all activities under your Account. Therefore, you must keep your Account and password secure and not share them with any third party. If you discover any unauthorized use or security breach, notify us immediately.
6.3 You may not create multiple Accounts.
6.4 To the extent permitted by applicable law, any promotions offered on the Services (such as contests, sweepstakes) may have separate rules, which will prevail in case of conflict with these Terms.
6.5 You agree not to engage in the following conduct or submit User Submissions (as defined in Section 9) containing the following:
Violation of the above may result in: (1) our right to delete or refuse to post any User Submissions at our discretion; (2) cancellation of your product orders; (3) cancellation of rewards payable to you; (4) suspension or termination of your access to the Services. If we suspect you may have violated these Terms, we reserve the right to investigate. If the investigation reveals possible criminal activity, we reserve the right to refer the matter to relevant legal authorities and cooperate with them. Unless prohibited by applicable law, we have the right to disclose any information related to your use of the Services, including User Submissions, in cases including but not limited to: (i) complying with applicable laws, legal processes, or government requests; (ii) enforcing these Terms and Policies; (iii) responding to claims that User Submissions infringe third-party rights; (iv) responding to your customer service requests; (v) protecting our and users' or the public's legitimate rights, property, and personal safety as we deem necessary, and cooperating with law enforcement and other government agencies.
7.1 Our Privacy Policy explains how we collect, use, and disclose your personal information when you access, browse, or use the Services. By using the Services, you confirm and agree that we may collect, access, use, store, and disclose your personal information (including Account and user information) in accordance with the Privacy Policy. The Privacy Policy is part of these Terms and is governed by these Terms. You hereby agree to the terms of the Privacy Policy.
7.2 To complete your purchase, we need certain information from you, such as your mailing address. You confirm and agree that when you make a purchase, you authorize us to collect your information (including name, street address, and phone number) and share it with third-party service providers to complete your order.
8.1 With your consent or as permitted by applicable law, we may send you communications electronically, including emails, text messages, push notifications, and notices and messages sent through the Services (collectively, "Push Messages"). You confirm that when using the application, your wireless service provider may charge fees for data usage, text messages, and/or other wireless access services, including fees related to Push Messages. Please check with your wireless service provider for possible fees associated with using the Services (including receiving Push Messages). You are solely responsible for all fees incurred from downloading, installing, and/or using the Services (including receiving Push Messages) on your mobile device. You also confirm and agree that all terms, agreements, notices, disclosures, and other communications we provide to you electronically are considered "in writing" and have the same legal effect.
8.2 We may communicate with you via any email address or phone number you provide, including but not limited to: (i) Account notifications; (ii) resolving Account-related issues; (iii) handling disputes; (iv) collecting debts; (v) soliciting your opinions through surveys or questionnaires; (vi) sending order, payment, and shipping updates; (vii) sending identity verification text messages; (viii) other matters necessary for providing Account services, enforcing these Terms and Policies, and complying with applicable laws and regulations. Text messages we send may be charged at your mobile carrier's standard text message rates. As required by applicable law, we will obtain your consent before sending you marketing emails.
8.3 You may choose to sign up to receive our marketing information via SMS, push notifications, or email. Upon registration, you will receive relevant information from us or third parties acting on our behalf, including one-time verification codes, order notifications, promotional content, and cart abandonment reminders. These messages will be sent to the mobile phone number you provide. Message frequency may vary, and carriers are not responsible for delayed or undelivered messages. Message and data rates may apply according to your local carrier's pricing. You confirm that receiving marketing text messages is not a requirement for using the Services. If you wish to unsubscribe from text messages, reply "STOP" from the mobile device receiving the messages. After unsubscribing, we may send one additional text message to confirm your unsubscription. To resubscribe, reply "UNSTOP" to the relevant number. For help, reply "HELP" for support. For further assistance, contact us through: (1) if using the website, go to the "Contact Us" page via the link at the bottom of the website and contact us using the appropriate email address; (2) if using the application, contact us through the "Contact Us" menu on the homepage.
8.4 If you voluntarily submit your email address, phone number, or other contact details through a coupon claim form, lead form, promotional entry form, waitlist, or similar marketing touchpoint on the Services, you acknowledge that such submission constitutes your request to receive promotional follow-up communications from us, where permitted by applicable law. These communications may include coupons, special offers, newsletters, product recommendations, cart reminders, and other marketing content. You may withdraw your marketing consent at any time using the unsubscribe method described below or any other method made available in the relevant communication.
8.5 To unsubscribe from marketing emails, use the unsubscribe option in the marketing email to be removed from our mailing list.
8.6 Your communications with us may be conducted through third-party service providers. You confirm and agree that, in accordance with our Privacy Policy, communications between you and us, third-party sellers, or our agents may be recorded, monitored, and stored for quality control, training purposes, or to protect your and our interests. See the Privacy Policy for details.
9.1 "User Submissions" means any content you upload, post, share, submit, store, or otherwise provide through the Services, including suggestions, comments, ratings, photos, videos, or other feedback materials, which may be viewed by other users. Any User Submissions you post in your Account must not contain nudity, violence, sexual innuendo, or other content we deem offensive.
9.2 For all User Submissions, you grant us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive, transferable, sublicensable right (including any moral rights) and license to use, authorize, store, display, copy, preserve, modify (e.g., to ensure User Submissions are viewable on different systems and devices), create derivative works, publicly perform, publicly display, distribute, translate, or otherwise process such User Submissions in any manner we deem necessary to operate, market, and promote the Services, including displaying such User Submissions according to your preferences.
9.3 You confirm and agree that all User Submissions (including the username you use when submitting content) are non-confidential and non-proprietary. We may freely display, disclose, copy, modify, authorize, transfer, distribute, and otherwise use User Submissions without paying you any fees or being subject to any restrictions.
9.4 You warrant that you own or otherwise control all rights to the User Submissions, and that our use of any User Submissions will not infringe or violate any third-party rights or any rules and restrictions contained in these Terms (including those in Section 6).
9.5 No User Content represents our views or positions. We expressly disclaim any liability for any User Submissions or any damages arising therefrom. We expect users to act with a high degree of integrity when submitting content visible to other users, especially when providing product reviews and comments. You warrant that all User Submissions visible to other users are truthful, friendly, and based solely on your personal experience. You further warrant that if any User Submission is sponsored or paid for, you will clearly indicate this. You confirm that we are not obligated to pre-screen User Submissions, although we reserve the right to pre-screen, refuse, exclude, or delete any User Submissions at any time in our sole discretion without prior notice to you. By accepting these Terms, you agree to such monitoring, irrevocably. You confirm and agree that you have no expectation of privacy in the transmission of User Submissions. If we pre-screen, refuse, exclude, or delete any User Submissions, you confirm this is for our benefit, not yours. Without limiting the foregoing, we have the right to delete User Submissions that violate these Terms or contain any inappropriate content.
10.1 You confirm and agree that all materials displayed, performed, or made available in or through the Services, including but not limited to text, graphics, data, articles, photos, images, illustrations, and User Submissions (collectively, "Content"), are protected by copyright and/or other intellectual property laws worldwide. You agree to comply with all copyright notices, trademark rules, information, and restrictions in the Content, and shall not copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, or otherwise use Content not owned by you for any purpose without the prior consent of the Content owner.
10.2 We respect the intellectual property rights of others and reserve the right to remove or disable content alleged to infringe others' intellectual property rights and to terminate the accounts of alleged infringers. Please refer to our Intellectual Property Policy for information on how to report potential infringing content.
10.3 You confirm and agree that we own or have obtained authorization to use the Services. You warrant not to modify, publish, distribute, participate in the transfer or sale of, reproduce, create derivative works based on, or otherwise exploit the Services, except as expressly provided in this Section 10.
10.4 Subject to your compliance with these Terms and all applicable Policies, rules, and guidelines, and payment of related fees and applicable Taxes, we or our Content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for personal and non-commercial purposes. All other rights not expressly granted to you in these Terms or any applicable Policies, rules, or guidelines are reserved by us or our licensors, suppliers, publishers, rightsholders, or other Content providers. The license granted to you will terminate if you fail to comply with these Terms or any applicable Policies, rules, or guidelines.
10.5 Without our prior express permission, you may not use any information provided on the Services for commercial purposes or for the benefit of other enterprises. You may not solicit, advertise, or contact other users in any form to obtain employment, contracts, or achieve any purpose unrelated to the services provided through the Services. If you violate the above, we reserve the right to refuse service, terminate your Account, and/or cancel your purchase transactions.
11.1 You confirm and agree that any content publicly posted or privately transmitted by any third party through the Services is the sole responsibility of the party who posted or transmitted it. You assume all risks associated with accessing, using such content, and interacting with other users. We are not responsible for any errors, omissions, or inaccuracies in third-party posted content. We cannot control the nature of such content and are not responsible for how you interpret, use, or respond to it. We have no obligation to review or monitor such content and make no representations, endorsements, or warranties regarding the truthfulness, accuracy, or any form of expression thereof. Additionally, you understand that we cannot guarantee the identity of users you interact with on the Services and are not responsible for the identity of users accessing the Services.
11.2 You are responsible for any content you submit in any way on the Services and represent that you have sufficient rights to submit such content in this manner. You agree to fully indemnify us against any third-party claims arising from: (1) allegations that you used, posted, or modified unauthorized content involving infringement of trademarks, copyrights, or other rights; (2) allegations that your content is defamatory, harmful, or illegal, including but not limited to all damages and legal fees related to defense.
11.3 The Services may contain links to third-party websites or services that are not owned or controlled by us. We have no control over the content, accuracy, privacy policies, or practices of any third-party website or service and assume no responsibility for the opinions expressed therein. Furthermore, we do not and cannot monitor, verify, review, or edit the content of any third-party website or service. You confirm and agree that we are not responsible for any risks arising from accessing or using any third-party website or service. We recommend that you exercise caution when navigating from the Services to other websites and read the terms of use and privacy policies of each third-party website or service you access or use.
11.4 Your interactions with other users, entities, or individuals in connection with the use of the Services, including communications, payments, performance, and delivery, are solely between you and those third parties; we reserve the right to intervene in such interactions but are not obligated to do so. Before interacting with these third parties, you should conduct necessary investigations and/or seek professional advice to ensure their suitability. You confirm and agree that we are not liable for any loss or damage resulting from such interactions. You agree that we shall not be liable for any liability arising from such interactions.
We expressly disclaim any liability for disputes that may arise between users of the Services. If you have a dispute with another user or any third party on the Services, we are not obligated to intervene in such disputes. To the maximum extent permitted by applicable law, you agree to release us, our parent companies, subsidiaries, affiliates, directors, officers, employees, agents, and successors from all claims, demands, and damages arising from or related to these disputes, whether known or unknown, suspected or potential, disclosed or undisclosed.
By signing this disclaimer, you expressly waive any protections (whether statutory or otherwise) that may limit the applicability of this disclaimer, and even if you were unaware of certain potential issues when signing this disclaimer, you agree to waive the right to assert claims regarding such issues in the future.
13.1 You may stop using the Services at any time. We may also, in our sole discretion, terminate or suspend your use of the Services or your Account for any reason, including your violation of these Terms. You acknowledge and agree that we have the sole right to determine whether you have violated any restrictions set forth in these Terms. These Terms will remain enforceable against you even after you terminate or suspend use of the Services, and any unpaid amounts owed by you to us will remain due.
13.2 If your Account is terminated for any reason, all content and rewards associated with your Account will be destroyed and canceled. You should attempt to use any remaining rewards before the termination takes effect.
13.3 All provisions of these Terms that by their nature should survive termination shall continue to be valid after termination, including but not limited to ownership provisions, disclaimer of warranties, and limitation of liability.
14.1 To the maximum extent permitted by applicable law, we expressly disclaim all express, implied, or statutory representations, warranties regarding the Services, their Content, or products provided through the Services, including but not limited to warranties regarding the condition, quality, durability, performance, accuracy, reliability, merchantability, fitness for a particular purpose, or non-infringement of products, and any warranties regarding the accuracy, correctness, completeness, or legality of Content. All such warranties, representations, conditions, and undertakings are hereby expressly excluded. To the maximum extent permitted by applicable law, no oral or written communication or information obtained through the Services shall constitute any warranty not expressly stated. Furthermore, we make no representations or warranties regarding recommendations or suggestions for products provided or purchased through the Services. This Section 14 does not affect our return and refund policy for products purchased through the Services.
14.2 Your use of the Services and any products purchased through the Services is at your own risk. To the maximum extent permitted by applicable law, unless otherwise expressly provided, the Services, products, and Content provided and purchased through the Services are provided on an "as is" and "as available" basis, may contain various defects, and are without any form of warranty.
14.3 You confirm and agree that Shopwin is not responsible for the actions of third parties, including operators of external websites. You agree not to hold us liable for the actions of third parties, and you assume the risk of interacting with these third parties. We make no commitments and expressly disclaim responsibility for: (1) any products, services, information, programs, and/or other content provided by third parties accessed through the Services; or (2) the conduct of any third parties or the quality of their products/services you encounter while using the Services.
14.4 You confirm and agree that, to the maximum extent permitted by applicable law, you are solely responsible for your use of the Services and interactions with other users; and information you send or receive while using the Services may be insecure and may be intercepted or accessed by unauthorized parties. You agree that, to the maximum extent permitted by applicable law, we are not liable for property or data loss/damage resulting from your access or download of Content from the Services.
14.5 If you rely on data or information in the Services, you do so at your own risk. Any damage or loss resulting from the use of such data or information shall be borne by you.
15.1 To the maximum extent permitted by applicable law, under no circumstances, regardless of the legal theory (including but not limited to tort, contract, strict liability, or otherwise), shall we be liable to you or any other person for: (A) any indirect, incidental, consequential, special, exemplary, or punitive damages, including damages related to the Services arising from data loss, loss of profits, loss of revenue, damage to goodwill, reputational harm, business interruption, accuracy of results, or computer failure or malfunction, or (B) any damages arising from your use of the Services, including but not limited to inability to access or use the Services, or purchase and use of products on the Services, even if we or any other person has been advised or foreseen the possibility of such damages. The above limitation of liability does not apply to: (I) death or personal injury caused by our gross negligence; or (II) injury caused by our fraudulent acts or misrepresentation.
15.2 To the maximum extent permitted by applicable law, this disclaimer applies to any damage or personal injury caused by: performance failure, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, file corruption, communication line failure, network or system outage, theft, destruction, unauthorized access, modification, loss or use of any record or data, and other tangible or intangible losses.
15.3 You hereby confirm and agree that we are not liable for defamatory, offensive, or illegal conduct by third parties or users in connection with the use of the Services.
15.4 Notwithstanding any contrary provision, our maximum liability for any reason, and your sole remedy for any cause or claim, shall be limited to the amount of the products, information, or services purchased by you on the Services. The above limitation of liability does not apply to our liability arising from: (i) death or personal injury caused by our gross negligence; (ii) any injury caused by our fraud or fraudulent misrepresentation. This clause does not preclude you from having to prove actual damages resulting from gross negligence and/or fraudulent acts. If you are dissatisfied with the Services, your sole remedy is to stop using the Services or seek compensation under the refund and return policy.
15.5 Some jurisdictions do not allow the exclusion or limitation of certain damages or implied warranties. If these laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights.
15.6 The above limitations on damages are a key part of your agreement with us.
16.1 To the maximum extent permitted by applicable law, you agree to indemnify us, our parent companies, subsidiaries, affiliates, directors, officers, agents, employees, suppliers, licensors, and partners (each a "ShopwinParty," collectively "Shopwin Parties") from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorney's fees) arising from or related to any third-party claims in connection with: (a) your use of the Services, including but not limited to User Submissions or any actions taken by third parties using your Account; (b) your violation of these Terms; (c) your infringement of any rights of another party, including but not limited to any copyright, property, or privacy rights or any third-party agreement; (d) your violation of any applicable law, rule, or regulation. If such a claim, suit, or action ("Claim") arises, we will attempt to provide notice of the Claim via the contact information we have for your Account (provided that failure to send such notice shall not eliminate or reduce your indemnification obligations under these Terms).
16.2 We reserve the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, at our own expense, in which case you will fully cooperate with us in asserting any available defenses.
16.3 You agree that the provisions in this section shall survive the termination of your Account, these Terms, and/or your access to the Services.
17.1 Assignment. You may not assign, delegate, or transfer these Terms or your rights and obligations under these Terms to any other person in any manner (including by operation of law or otherwise) without our prior written consent. Any assignment, subcontract, delegation, or transfer in violation of the foregoing shall be null and void. We may assign, delegate, or transfer these Terms and our related rights and obligations to others without your consent.
17.2 Force Majeure. We shall not be liable for any delay or failure to perform due to causes beyond our reasonable control. Such causes include but are not limited to: acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
17.3 Governing Law. Unless otherwise provided by the applicable law of your jurisdiction, these Terms and any disputes arising therefrom shall be governed by the laws of the People's Republic of China (excluding conflict of law rules). The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms.
17.4 Notices. You confirm and agree that we may send notices to you via the latest email address you provide, and such notices shall be deemed effective. Therefore, it is your responsibility to ensure that the email address you provide to us is up-to-date. To update it, you may send notice to us at:
Shopwin
For postal notices, use the mailing address published on our Contact Us page or request the current address from contact@orangemall1.com.
Please note that notices shall be deemed delivered when we receive the letter, and shall be sent via a nationally recognized overnight courier service or first-class mail with prepaid postage to the address we provide upon request.
17.5 Export Controls. You warrant that in using the Services and products purchased through the Services, you will comply with all applicable U.S., Chinese, and other jurisdictions' export and re-export restrictions. You hereby confirm and agree that the Services (including any products purchased through them) may not be: (a) exported or re-exported to any embargoed country/region of your (or the applicable) country/region; (b) exported or re-exported to individuals on the U.S. Department of the Treasury's "Specially Designated Nationals" list, or the U.S. Department of Commerce's "Denied Persons"/"Entity List," or individuals, organizations, departments, or entities sanctioned by relevant Chinese authorities. You represent and warrant that: (i) unless permitted by local applicable law, your country is not on the U.S. government's list of embargoed countries, nor has it been designated by the U.S. or Chinese government as a "terrorist-supporting" country/terrorist organization; (ii) you are not listed on any U.S. government or Chinese prohibited or restricted lists. Furthermore, you will not use the Services or products purchased through them for any purpose that violates applicable laws.
17.6 Waiver. Our failure to respond to a breach by you or others shall not constitute a waiver of our right to act with respect to subsequent or similar breaches.
17.7 Severability. If any provision of these Terms is deemed unenforceable or invalid, it shall be limited or eliminated to the minimum extent necessary, and the remaining provisions shall remain in full force and effect.
17.8 Entire Agreement. These Terms constitute the final, complete, and exclusive agreement between the parties with respect to their subject matter, superseding and merging all prior discussions between the parties regarding the same.
17.9 Translation. Translations of these Terms of Service, Privacy Policy, Cookie and Similar Technologies Policy, Intellectual Property Policy, or other related terms/policies are for reference only. To the extent permitted by applicable law, in case of any inconsistency between the English version and versions in other languages, the English version shall prevail.
If you reside in, or purchased products for personal use in, a state, region, or jurisdiction that prohibits such clauses or waivers of rights, then this Section 18 shall not apply to any claims governed by the laws of your region. This Section 18 is not intended to require you to waive all rights you may have under applicable state or regional laws that prohibit agreements to arbitrate, waive class actions, or waive jury trials.
Please read this Section 18 ("Arbitration Agreement") carefully. Note that this clause sets forth the method for resolving disputes between you and us. Section 18 includes, but is not limited to, an arbitration agreement requiring that, with a few exceptions, all disputes between you and us be resolved through final and binding arbitration. Section 18 also includes waivers of class actions and jury trials. In some jurisdictions, you may have additional rights under local laws, and/or certain provisions of the arbitration agreement may not apply.
18.1 Applicability of Arbitration Agreement. Subject to the terms of this Arbitration Agreement, you and we agree that any dispute, claim, or disagreement arising out of or relating to your access to or use of the Services, receipt of communications, products sold or distributed through the Services, or these Terms (including claims and disputes arising before the effective date of these Terms, collectively "Disputes") shall be resolved through final and binding arbitration (conducted in English) rather than through court proceedings, except as follows: (1) if the claim amount is small and eligible for small claims court, either party may choose to resolve the dispute through small claims court; (2) either party may seek equitable relief in court for intellectual property (such as trademark, trade dress, domain name, trade secret, copyright, patent) infringement or other misuse. For purposes of this Arbitration Agreement, "Disputes" also include disputes arising before the effective date of these Terms or involving facts at that time, and claims that may arise after the termination of these Terms.
18.2 Informal Dispute Resolution. In some cases, disputes may arise between you and Shopwin. If this happens, we are committed to working with you to reach a reasonable solution. You and we agree that resolving disputes through good-faith informal actions can lead to faster, lower-cost, and mutually beneficial outcomes. Therefore, you and we agree that before either party initiates arbitration or (if chosen by a party) files a lawsuit in small claims court, the parties shall meet and negotiate in person via phone or video conference to attempt to resolve any Dispute covered by this Arbitration Agreement informally (hereinafter "Informal Dispute Resolution Meeting"). If you have retained legal counsel, your attorney may attend the meeting, but you must also be present. The party initiating the dispute must notify the other party in writing of its intention to hold an Informal Dispute Resolution Meeting (hereinafter "Notice"). The meeting shall be held within forty-five (45) days after the other party receives the Notice, unless the parties agree in writing to an extension. If you intend to initiate an Informal Dispute Resolution Meeting, you shall send it via email to contact@orangemall1.com or via regular mail to the applicable address listed in Section 17.4. The Notice shall include: (1) your name, phone number, mailing address, and email address associated with your Account (if any); (2) the name, phone number, mailing address, and email address of your attorney (if any); (3) a description of the dispute.
The Informal Dispute Resolution Meeting shall be a separate meeting, and a separate meeting shall be held for each dispute initiation, unless the parties agree to merge meetings, even if the same law firm or legal team represents multiple users in similar cases. Multiple individuals initiating disputes may not participate in the same Informal Dispute Resolution Meeting unless all relevant parties agree. Prior to a party receiving the Notice and the formal holding of the Informal Dispute Resolution Meeting, the parties may engage in informal communication to attempt to resolve the initiating party's dispute, and this Arbitration Agreement shall not restrict such communication. Participation in the Informal Dispute Resolution Meeting as provided in this clause is a prerequisite for initiating arbitration proceedings and must be completed before arbitration begins. The statute of limitations and filing fee deadlines shall be tolled during the parties' participation in the Informal Dispute Resolution Meeting as provided in this clause.
18.3 Waiver of Jury Trial. You and we hereby waive any constitutional and legal right to bring an action in court and have a trial by judge or jury. The parties agree that, except as provided in Section 18.1, all Disputes shall be resolved through arbitration in accordance with this Arbitration Agreement. Note that arbitration does not involve a judge or jury, and court review of arbitration awards is severely limited.
18.4 Waiver of Class Actions and Other Non-Individual Relief. You and we agree that, except as provided in Section 18.9, each party may only assert claims against the other on an individual basis, and not as a class, representative, or class action. The parties hereby waive all rights to bring, litigate, manage, resolve, or arbitrate any dispute as a class, class action, representative action, or mass action. Only individual relief may be awarded, and disputes of multiple customers or users may not be consolidated or arbitrated jointly with those of other customers or users. Pursuant to this Arbitration Agreement, the arbitrator may only award declaratory or injunctive relief to an individual party seeking relief, and the relief shall be limited to the extent necessary to satisfy that party's individual claim. This paragraph is not intended to, nor shall it, affect the terms and conditions of Section 18.9 in any way. Notwithstanding any contrary provision in this Arbitration Agreement, if a court determines by a final order (which is not subject to further appeal or pursuit) that the limitations in this clause are invalid or unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), the parties agree that such particular claim or request for relief (and only that particular request) shall be severed from the arbitration. All other disputes shall be resolved through arbitration or filed in small claims court. Nothing in this subdivision prevents you or us from participating in the settlement of class claims.
18.5 Rules and Forum. If the above informal dispute resolution process does not result in a satisfactory resolution within sixty (60) days of receipt of the Notice, both parties agree that either party shall have the right to resolve the dispute through final and binding arbitration. Unless required by law, arbitration shall be conducted by the American Arbitration Association ("AAA") in accordance with its then-effective Commercial Arbitration Rules (or, if applicable, Consumer Arbitration Rules). You may initiate arbitration proceedings in your place of residence, and in-person hearings shall be held at the location nearest to your residence, or at a reasonably convenient location mutually agreed upon by the parties, taking full account of the travel convenience of both parties and other relevant factors. If AAA is unable to conduct the arbitration, the parties shall select another arbitration institution. Your responsibility to pay AAA fees shall be in accordance with applicable AAA rules, unless otherwise agreed by the parties.
If the parties are unable to resolve the dispute through the above informal dispute resolution process, either party may initiate arbitration proceedings by sending an arbitration notice to the other party, which shall describe the nature and basis of the dispute and contain all information required for the arbitration notice ("Arbitration Notice"). The Arbitration Notice shall include: (1) the name, phone number, mailing address, email address, and username associated with any applicable Account (if applicable) of the party initiating arbitration; (2) a statement of the legal claims asserted and their factual basis; (3) a description of the relief sought and an accurate, good-faith calculation of the dispute amount; (4) a statement certifying completion of the above informal dispute resolution process; (5) evidence that the applicant has paid the necessary filing fees associated with initiating the arbitration. If the party initiating arbitration is represented by an attorney, the Arbitration Notice shall also include the attorney's name, phone number, mailing address, and email address. The relevant attorney must also sign the Arbitration Notice. By signing the Arbitration Notice, the attorney certifies, based on his/her knowledge, information, and belief after reasonable investigation under the circumstances, that: (1) the Arbitration Notice is not presented for an improper purpose, such as harassment, causing unnecessary delay, or needlessly increasing the cost of dispute resolution; (2) the claims, defenses, and other legal arguments asserted are supported by existing law, or by a non-frivolous argument for extending, modifying, or reversing existing law or establishing new law, in good faith; (3) the factual contentions and damages disputes are supported by evidence, or, if specifically so identified, are likely to be supported by evidence after reasonable further investigation or discovery. Unless you and we agree otherwise, or unless Section 18.9 is triggered, arbitration shall be conducted in your place of residence. The arbitrator may, in accordance with applicable AAA rules, direct the parties to exchange limited and reasonable information to ensure the expeditious handling of the arbitration proceedings. You and we agree that arbitration shall be conducted confidentially, and all materials and documents exchanged during the arbitration shall be kept confidential and shall not be used for any purpose outside the arbitration, nor shared with anyone other than the parties' attorneys, accountants, or business advisors, who must also keep all materials and documents exchanged during the arbitration confidential.
18.6 Arbitrator. The arbitrator shall be an attorney or retired judge and shall be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties fail to agree on an arbitrator within thirty-five (35) days of delivery of the Arbitration Notice, AAA shall appoint an arbitrator in accordance with its applicable rules; provided, however, that if Section 18.9 is triggered, AAA shall appoint an arbitrator for each batch. Except as otherwise expressly provided in Section 18.9, arbitration proceedings may not be consolidated with other matters, cases, or parties. The arbitrator shall have the authority to issue a final award on all or part of the dispute. The arbitrator shall issue a written award and decision clearly setting forth the essential findings of fact and conclusions upon which the award is based, and shall calculate the amount of damages. The arbitrator's award shall be final and binding on both parties and shall not be appealable. The arbitration award may be enforced in any court of competent jurisdiction.
18.7 Arbitration Fees and Costs. Each party shall bear its own attorney's fees and related costs incurred in the arbitration, unless the arbitrator determines that the substance of the dispute or the relief sought in the Arbitration Notice is patently improper or was brought for an improper purpose. If the parties need to seek to compel arbitration through a court of competent jurisdiction, the party obtaining the order compelling arbitration shall be entitled to recover from the other party its reasonable fees, necessary expenses, and attorney's fees incurred therefor.
18.8 Batch Arbitration. To improve arbitration management efficiency and expedite dispute resolution, the parties agree that AAA shall manage arbitration requests in a batch manner under the following circumstances: if, within thirty (30) days, 100 or more individual arbitration claims against us are filed or assisted by the same law firm, legal team, or organization, AAA shall: (1) batch the arbitration requests into groups of 100 requests each (if fewer than 100 requests remain after batching, the remaining requests shall be combined into a final batch); (2) appoint one arbitrator for each batch; (3) process each batch as a separate consolidated arbitration case, with a single filing fee and administrative fee per batch for each party, a single procedural schedule, a single hearing (if any) for the batch, and the arbitrator shall determine the hearing location, and finally issue a consolidated award ("Batch Arbitration").
The parties agree that claims are "substantially similar" if they arise from or relate to the same event, factual background, raise the same or similar legal issues, and seek the same or similar relief. If the parties dispute the applicability of the Batch Arbitration procedure, the objecting party shall notify AAA, which shall appoint a single arbitrator to decide on the applicability of the Batch Arbitration procedure (hereinafter "Administrative Arbitrator"). To expedite the Administrative Arbitrator's resolution of such disputes, the parties agree that they may establish relevant procedures as needed to promptly resolve such disputes. The fees of the Administrative Arbitrator shall be borne by us. The parties agree to cooperate in good faith with AAA to advance the Batch Arbitration process, including paying a single filing and administrative fee for each batch per party, and taking necessary measures to minimize the time and cost of arbitration, which may include: (1) appointing a discovery special master to assist the arbitrator in resolving discovery disputes; (2) adopting an accelerated arbitration procedure schedule. This Batch Arbitration clause shall not be construed as authorizing any form of class, joint, and/or mass arbitration or litigation, nor shall it authorize the arbitration of consolidated or merged claims under any circumstances, except as expressly provided in this clause.
18.9 Right to Opt Out Within Thirty Days. You have the right to opt out of this Arbitration Agreement within thirty (30) days of first being bound by it by sending a written notice to the applicable address set forth in Section 17.4 indicating your desire to opt out. The notice shall include your name and address, the email address used to register your Account (if any), and a clear statement that you wish to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, the other provisions of these Terms shall still apply to you. Opting out of this Arbitration Agreement shall not affect any other arbitration agreement you may have with us now or in the future.
18.10 Invalidity or Laches. Except as provided in Section 18.9, if any provision of this Arbitration Agreement is found by a court or arbitral tribunal to be invalid or unenforceable, that provision shall be deemed invalid and deleted from this Agreement, but the remaining provisions of this Agreement shall remain fully valid and enforceable. You further agree that any dispute (including claims) between you and us under this Arbitration Agreement must be brought in arbitration within the applicable statute of limitations, or the right to arbitrate shall be forever barred. Additionally, you agree that all applicable statutes of limitations shall apply equally to the arbitration proceedings, applying the same standards as would apply in a court of competent jurisdiction.
18.11 Modification of Terms. Notwithstanding any contrary provision in these Terms, the parties agree that if there is a material change to this Arbitration Agreement in the future, we will notify you. Your continued use of the Services (including acceptance of products and services provided in or through the Services) shall constitute your acceptance of the change unless you send a written notice clearly indicating your rejection to the applicable address set forth in Section 17.4 via email within thirty (30) days after the updated Arbitration Agreement is posted and becomes effective. If you have agreed to a version of the Arbitration Agreement and have not effectively opted out, the updated Arbitration Agreement shall not provide you with an opportunity to opt out again. If you reject any change or update to this Arbitration Agreement and you are bound by an existing Arbitration Agreement involving disputes related to your access to or use of the Services, receipt of communications, any products sold or distributed through the Services or these Terms, or other matters, the provisions of the Arbitration Agreement in effect when you first accepted these Terms (or accepted their subsequent modifications) shall remain fully in effect. If you have effectively opted out of the Arbitration Agreement in past terms, we will continue to respect that choice.
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For any legal questions or concerns, please contact us at contact@orangemall1.com.
Last update: April 28, 2026