In this Agreement, the following terms have the following meanings:
FEEDELON Service means each of the following services: Dedicated e-shop on FEEDELON website, Advertising on FEEDELON, Selling on FEEDELON, and Fulfillment by FEEDELON.
“FEEDELON Transaction Information” means Order Information and any other data or information acquired by you or your Affiliates from FEEDELON service
“FEEDELON Refund Policies” means the return and refund policy published on the applicable and dedicated e-shop on FEEDELON website.
“FEEDELON website” means the website which is identified by the url www.feedelon.com
“Content” means copyrightable works and content protected by database rights under applicable Law.
“e-shop” means an online shop dedicated to a brand in which goods or services are sold over the Internet
“Offer” means any discount, rebate, promotional offer, or other term of offer and/or sale that we want to apply on product for special occasions.
“Shipping Date” means the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product(s);.
“Governing Courts” means the applicable court dispute is the court of Hong Kong
“Governing Law” means the applicable law is the law of Hong Kong
“Intellectual Property Right” means any patent, copyright, Trademark, domain name, or any other intellectual property right arising under any Laws
“Law” means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority of competent jurisdiction.“
“Order Information” means, with respect to any of Your Products ordered through FEEDELON website, the order information and shipping information that we provide or make available to you.
“Person” means any individual, corporation, partnership, Limited Liability Company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence.
“Product Information” means, with respect to each of Your Products the following: a) brand; (b) model; (c) product dimensions; (d) weight (e) description, availability and options (size, colour…); (f) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information; (g) digitized image of your Product that complies with LE LAB LIMITED image guidelines, and does not include any additional logos, text or other markings; (h) Purchase Price; (i) shipping and handling charge (j) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of your Product; or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product.
“Purchase Price” means the total amount payable or paid for Your Product including taxes and shipping and handling charges
“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and delivery date.
“Trademark” means any trademark, service mark, trade dress, trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws.
“Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to “LE LAB LIMITED”.
“Your Product” means any product or service that you: (a) have offered through FEEDELON website; (b) have made available for advertising through the FEEDELON website;
“Your Taxes” means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange;.
“Your Transaction” means any sale of Your Product(s) through FEEDELON website.
To begin the enrollment process, you must complete the registration form provided by LE LAB LIMITED or follow the registration process on FEEDELON website. The use of FEEDELON website is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business’) legal name, a copy of your certificate of incorporation, address, phone number, e-mail address and Payment details (e.g. Paypal, bank account…). We may at any time cease providing any or all of the FEEDELON Service at our sole discretion by giving you 1-month notice.
2. Terms and Termination.
The term of this Agreement will start on the date of your completed registration and signature of the contract for the use of our Service(s) until terminated by us or you as provided in this Agreement (the “Term”). After 12 months, we may terminate or suspend this Agreement for convenience at any time by giving you 30 days notice.
After 12 months, you may terminate this Agreement for convenience at any time by the means then specified by “LE LAB LIMITED”.
3. Description of FEEDELON Marketplace Web Service.
We make available to you FEEDELON website that permit you to create a dedicated e-shop in order to sell your product online.
FEEDELON website and FEEDELON Materials are provided by “LE LAB LIMITED” at no charge, subject to the General Terms of this Agreement. We will charge only 25% on any sales going through FEEDELON website.
All terms and conditions applicable to FEEDELON and FEEDELON Materials are solely between you and LE LAB LIMITED.
You are responsible for all of your expenses in connection with this Agreement. To use FEEDELON website, you must provide us with a valid Paypal Information as well as valid bank account information. You will use only a name you are authorized to use in connection with LE LAB LIMITED or FEEDELON website, and you will update all of the information you provide to us in connection with the Service as necessary to ensure that it remains accurate, complete, and valid at all times. You authorize LE LAB LIMITED to verify your information.
All payments to you will be remitted to Your Bank Account through Paypal or by other means specified to us.
If we determine that your actions may result in returns, chargebacks, claims, disputes, violations of our terms, or other risks to “LE LAB LIMITED” or third parties, we may in our sole discretion withhold any payments to you for as long as we determine any related risks to “LE LAB LIMITED” or third parties persist. For any amounts that we determine you owe us, we may:
(a) hold any amounts that are payable by us you to you ;
(b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt;
(c) collect payment or reimbursement from you by any other lawful means.
As a security measure, we may impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you:
- if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or
- if we permit a customer to withdraw from a transaction because a product is unavailable following the commencement of a transaction.
4. License and Related Requirements.
Subject to your completion of our registration to FEEDELON website and compliance with the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicenseable, nontransferable license to access and use FEEDELON.
5. Trademark – Right to use
You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, and otherwise commercially or non-commercially exploit in any manner, any of all Your Materials provided. However we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and we will comply with your removal requests as to specific uses of Your Trademarks. Nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you under applicable Law.
6. Shipping and Handling Charges
For Your Products ordered by customers through FEEDELON website you will determine the shipping and handling charges.
As described in this Agreement, for FEEDELON Website you will:
(a) offer the Products to sell online;
(b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Expected Ship Date;
(c) retrieve Order Information at least once each 2 business days;
(d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on FEEDELON website at the time of the applicable order or as may be required under this Agreement;
8. Cancellations, Returns, and Refunds
For any of Your Products, you will promptly accept, calculate, and process returns, refunds, and adjustments in accordance with this Agreement. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, refunds, and adjustments for the benefit of customers. We will route any payments to customers in connection with Your Transactions through FEEDELON website.
9. Problems with Your Products
You are solely responsible for any non-performance, non-delivery, theft, or other mistake or act in connection with the fulfillment of Your Products, except to the extent caused by:
(a) credit card fraud for which we are responsible under ; or
(b) our failure to make available to you Order Information as it was received by us or resulting from address verification.
You are also responsible for any non-conformity or defect or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products.
10. Guarantee and Chargebacks
If we inform you that we have received or initiated a claim on FEEDELON website, or any chargeback or other dispute, concerning one of Your Transactions or Product(s), you will deliver to us in a format and manner we specify:
(a) proof of fulfillment of Your Product(s);
b) the applicable FEEDELON order identification number;
c) a description of Your Product(s) (as applicable); and
(d) any terms provided by you or us and displayed on the FEEDELON website at the time of the transaction in question.
If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (i) credit card fraud for which we are responsible; or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then we will promptly reimburse the customer for the amount of the purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by FEEDELON)
You agree to indemnify, defend, and hold us harmless against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) arising from or related to:
(a) your actual or alleged breach of any obligations in this Agreement;
(b) any of Your Sales Channels other than FEEDELON Service;
(c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, you may take control of the defense at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld
You represent and confirm to us that:
(a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service within such country;
(b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement;
(c) any information provided or made available by you or your Affiliates to LE LAB LIMITED is accurate and complete at all times;
(d) you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and
13. Disclaimer & General Release.
THE FEEDELON WEBSITE, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICE, YOU USE THE FEEDELON WEBSITE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICE OR THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE FEEDELON WEBSITE AND THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS.
14. Limitation of Liability.
WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF “LE LAB LIMITED” HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS OF THE TRANSACTION PAID BY “LE LAB LIMITED” IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
You will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that
- LE LAB LIMITED automatically calculates, collects, or remits taxes on your behalf according to applicable law; or
- LE LAB LIMITED expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax applicable in the country of delivery.
During the period of your use of the Service, you may receive information relating to us or to the Services, including but not limited to FEEDELON’s Transaction Information, that is not known to the general public (“Confidential Information”). You agree that:
(a) all Confidential Information will remain LE LAB LIMITED’s property;
(b) you will use Confidential Information only if necessary for your participation in FEEDELON website ;
(c) you will not disclose Confidential Information to any other Person; and
(d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. You have the right to issue any press release or make any public statement related to FEEDELON services, or use our name, trademarks, or logo, in any way (including in promotional material) with our advance permission.
17. Force Majeure.
LE LAB LIMITED will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
You will have no authority to make or accept any offers or representations on behalf of “LE LAB LIMITED”. This Agreement will not create an exclusive relationship between you and LE LAB LIMITED. Nothing expressed or mentioned in this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement.
We may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes, and you are responsible for reviewing these changes and informing yourself of all applicable changes or notices. All notice of changes to the General Terms will be posted for at least 30 days. The changes will be notice to you by email at least 30 days before. YOUR CONTINUED USE OF A SERVICE AFTER LE LAB LIMITED’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.
20. Password Security.
Any password provided may be used only during the Terms of the agreement to use the FEEDELON website, electronically accept Your Transactions, and review your completed transactions. You are responsible for maintaining the security of your password. You may not disclose your password to any third party and you are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password or contact us.
This Agreement is govern by the law of Hong Kong, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods.
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on and be enforceable against the parties and their respective successors and assigns.
We have the right in our sole discretion to determine the content, appearance, design, functionality, and all other aspects of the Services, including by redesigning, modifying, removing, or restricting access to any of them.
We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your form application or by any other means then specified by you to “LE LAB LIMITED”. We may also communicate with you electronically and in other media, and you consent to such communications regardless of any “E-mail Preferences” you may have indicated on the applicable, on the FEEDELON website, or by any other means. You may change your e-mail addresses and certain other information in FEEDELON website, as applicable. You will ensure that all of your information is up to date and accurate at all times. You must send all notices and other communications relating to FEEDELON to our support Team by using the “email@example.com” email address.
This Agreement incorporates and you accept the applicable Terms, which LE LAB LIMITED may modify from time to time.
This Agreement represents the entire agreement between the parties with respect to the Service and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.