With the principle of mutual benefit, PARTY A and B hereby accept the obligations contained in this Agreement and subject to terms and conditions hereinafter set forth agrees to provide the Software technical Services.
Section 1. Party A and Party B’s right and obligations
1.1 Party B’s right and obligations
- According to the needs of Party A, Party B shall provide reasonable guidance and training on the use of “FTShop”；
- 帮助甲方解决与商店相关的问题; 乙方对甲方在使用“FTShop”过程中遇到的问题及提出的建议和意见积极予以回复。
- Help Party A solve problems related to their store; Party B shall actively reply to Party A’s problems and suggestions and opinions during the use of FTShop.
- All Services and reporting on the results of the services provided by Party B hereunder shall be conducted in accordance with the applicable provisions of applicable federal, states and local laws, regulations and ordinances.
- 乙方应向甲方FTShop用户提供有关服务的技术支持。服务条款应受卑诗省法律和适用于加拿大法律管辖，而不考虑法律冲突原则。 《联合国国际货物销售合同公约》不适用于本服务条款，特此明确排除。
（4） Technical support in respect of the Services is only provided to FTShop Users. The Terms of Service shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- Party B reserves the right to refuse service to anyone for any reason at any time.If Party B needs to notify Party A 30 days in advance to terminate the service, Party A can transfer relevant data and information on its own.
（6）Party B reserve the right to provide services to Party A competitors and make no promise of exclusivity in any particular market segment.
1.2 Party A’s right and obligations
- Party A is responsible for keeping Party A’s password secure. Party B cannot and will not be liable for any loss or damage from Party A’s failure to maintain the security of Party A’s Account and password.
- Party A is responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in
connection with Party A’s Account.
- If upon purchasing a domain name through Party B, domain registration will be preset to automatically renew each year so long as Party B’s Account remains active. It is Party A sole responsibility to deactivate the auto-renewal function should
Party A choose to do so.
- Party A may not use the Party B’s Services for any illegal or unauthorized purpose, in the use of the Service, Party A shall not violate any laws in Party B’s jurisdiction (including but not limited to copyright laws)
（5）Party A shall not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Party B.
Section 2. Limitation of Liability
- The extent permitted by applicable laws, party b shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
- Party B does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
- Party B does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
2.4 Party B does not warrant that the quality of any products, services, information, or other materials purchased or obtained by party A through the Services will meet Party A’s expectations, or that any errors in the Services will be corrected.
Section 3. Confidentiality
- Without the written permission of the other party, Party A and Party B shall not disclose the content of this agreement and the commercial data obtained in the process of cooperation to the third party in any form.
获取的所有信息资料，包括但不限于与本协议双方当事人业务关系有关的任何信息资料，以及任何在双方当事人业务协作期间开发的信息资料(下文统称为“保密资料 ”)乙方决不将前述“ 保密资料 ” 用于本协议目的之外的任何目的，决不将保密资料披露给任何第三方。
3.2 With respect to any and all information acquired by PARTY B from PARTY A as a result of this Agreement or from performance of the Services to be rendered hereunder , including, but not limited to, information meaning, referring, relating or pertaining to the nature and existence of the parties’ business relationship, and any information developed during or arising from or in connection with such business collaboration (hereinafter “Confidential Information”), PARTY B agrees that it will not use any unauthorized Confidential Information other than for the purposes of this Agreement, and it will not disclose any of said Confidential Information to any third party.
3.3 The terms of this Section 3, and the parties’ obligations hereunder , shall survive the termination or expiration of this Agreement and the completion of PARTY B’s Services hereunder.
Section 4 Payment of Fees
- Details of Software Technical Service fee are shown in Appendix 1
- 甲方必须向乙方保留有效的付款方式，以支付所有产生的费用和经常性费用。 乙 方将对甲方授权的任何有效付款方式（授权的支付方式）收取适用的费用。如果乙方无法使用授权付款方式处理费用，乙方将在3天后再次尝试使用任何授权付款方式处理费用。如果第二次尝试不成功，乙方将在第二次尝试后3天进行最后一次尝试。如果最终尝试失败，乙方可能会暂停并撤消对甲方的帐户和服务的访问权限。在甲方支付所有未付费用以及适用于下一个结算周期的费用后，甲方的帐户将被重新激活。在任何暂停期间，甲方可能都无法访问其帐户或店面。如果自暂停之日起60天内仍未支付费用，乙方保留终止甲方帐户的权利。
- Party A must keep a valid payment method on file with Party B to pay for all incurred and recurring Fees. Party B will charge applicable Fees to any valid payment method that Party A authorize (“Authorized Payment Method”) If Party B is not able to process payment of Fees using an Authorized Payment Method, Party B will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, Party B will make a final attempt 3 days following the second attempt. If Party B’s final attempt is not successful, Party B may suspend and revoke access to Party A Account and the Services. party A’s account will be reactivated upon party A’s payment of any outstanding Fees, plus the Fees applicable to the next billing cycle. Party A may not be able to access the Account or Party A’s storefront during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Party B reserves the right to terminate Party A’s Account.
4.3 Party B does not provide refunds.
Section 5 Cancellation and Termination
- Party A may cancel Party A’s Account and terminate the Terms of Service at any time by contacting FTShop Support. Upon termination of the Services by either party for any reason: Party B will cease providing Party A with the Services and Party A will no longer be able to access their Account; unless otherwise provided in the Terms of Service, party A will not be entitled to any refunds of any Fees, pro rata or otherwise; any outstanding balance owed to Party B for Party A use of the Services through the effective date of such termination will immediately become due and payable in full; and Party A’s Store website will be taken offline. If Party A purchased a domain name through Party B, upon cancellation Party A’s domain will no longer be automatically renewed. Following termination, it will be Party A sole responsibility to handle all matters related to Party A’s domain with the domain provider.
- Party B reserve the right to modify or terminate the FTShop Service, the Terms of Service and/or Party B Account for any reason, without notice at any time. Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
5.3 Fraud: Without limiting any other remedies, Party B may suspend or terminate Party A’s Account if Party B suspect that Party A (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services.
Section 6. Force Majeure
6.1 若本协议任何一方当事人由于火灾，罢工，战争(无论是否经过宣战)，暴动，政府管制或禁止，不可抗力或其它无法合理控制并且自身没有过错的情况，而无法履行或迟延履行本协议的任何条款，则该方对此不承担责任，但是，遭遇前述事件的一方应当采取所有合理措施在可行的情况下尽快恢复履行本协议。若前述不可抗力事件自通知存在之日起延续四十五( 45 )日，则非遭遇该事件的一方有权终止本协议，但是应当提前十五(15 )日通知对方当事人。
6.1 Neither PARTY A nor PARTY B shall be liable for delays in performing or any failure to perform any of the terms of this Agreement caused by the effects of fire, strike, war (declared or undeclared), insurrection, government restriction or prohibition, force majeure or other causes reasonably beyond its control and without its fault, but the party failing to perform shall use all reasonable efforts to resume performance of this Agreement as soon as feasible. Any episode of force majeure
which continues for forty-five (45) days from the date of notification of its existence shall give the non-affected party the right to terminate this agreement upon fifteen(15) days additional written notice.
Section 7 Intellectual Property and Customer Content
7.1 Party B does not claim any intellectual property rights in the materials provided by Party A to Party B. All materials uploaded by Party A shall remain in the possession of Party A. Party A may delete FTShop stores at any time by deleting its account.Party B do not claim any intellectual property rights over the Materials Party A provide to the FTShop Service. All Materials Party A upload remains in the possession of Party A. Party A can remove FTShop Store at any time by deleting the Account. By uploading Materials, Party A agree:
- to allow other internet users to view the Materials Party A post publicly to Store;
- to allow Party B to store, and in the case of Materials Party A postpublicly, display and use Party A’s Materials; and
- that Party B can, at any time, review and delete all the Materials submitted to its Service. Party A retains ownership over all Materials that Party A upload to the Store; however, by making Party A’s Store public, Party A agrees to allow others to view Materials that Party A post publicly to Store. Party A is responsible for compliance of the Materials with any applicable laws or regulations. Party B shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with Party A’s Store to promote the Service.
Section 8 Theme store
8.1甲方可以使用乙方主题商店（“主题”）中的设计模板来确定乙方商店的外观。如果下载主题，则甲方被许可仅在单个商店中使用它。甲方可以修改主题以适合甲方的商店。乙方可以自行决定在涉及乙方的主题中添加或修改页脚。 乙方可以自行决定修改包含该主题的元素，其中包含违反乙方或服务条款其他条款的元素，甲方也是如此。乙方可能会根据需要修改主题以反映技术更改和更新。主题的知识产权归设计者所 有。如果甲方超出了购买主题所授予的权利，则设计师可能会对甲方采取法律行动，
8.1 Party A may establish the appearance of FTShop Store with a design template from party B’s Theme Store (“a Theme”). If Party A download a Theme, Party A is licensed to use it for a single Store only. Party A is free to transfer a Theme to a second one of Party A’s own Stores if Party A close first Store. To initiate a transfer of a Theme to a second one of Party A’s Stores, please contact Party B Support. Party A is not permitted to transfer or sell a Theme to any other person’s Store on FTShop or elsewhere. Multiple Stores require multiple downloads and each download is subject to the applicable fee. Party B gives no assurance that a particular Theme will remain available for additional downloads.
Party A may modify the Theme to suit Store. Party B may add or modify the footer in a Theme that refers to FT Shop at its discretion. FTShop may modify the Theme where it contains, in Party B’s sole discretion, an element that violates the FTShop or other provisions of the Terms of Service, even if Party A received the Theme in that condition. Party B may modify the Theme to reflect technical changes and updates as required. The intellectual property rights of the Theme remain the property of the designer. If Party A exceed the rights granted by their purchase of a Theme, the designer may take legal action against Party A, and, without prejudice to Party B’s other rights or remedies, Party B may take administrative action such as modifying or closing Party A’s Store.
Section 9. Miscellaneous
- This Agreement is executed in two counterparts each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.
9.2 Party B shall also provide additional services specified in any future exhibit which may be agreed to between the parties in writing and subsequently incorporated into this Agreement. If Party A wishes to change the scope of the Services covered by this Agreement or wishes to obtain additional services not initially covered by this Agreement and/or not listed in an Exhibit, Party A shall so advise Party B and shall submit specifications to Party B. After receipt of the specifications, Party B shall
promptly provide Party A with a cost estimate for performing the changed or
additional services. Each work assignment shall be governed by the terms and conditions of this Agreement and by such supplementary written amendments of this Agreement or Exhibits as may be , from time to time, executed between the parties. In the event of a conflict between the terms of this Agreement and an Exhibit, the terms of this Agreement shall govern.
- This Agreement between the parties shall be considered a basic agreement, the terms and conditions of which shall apply to each Exhibit agreed upon by the parties. Exhibits are hereby incorporated into this Agreement.
- This agreement takes effect from the date of signature by the authorized representatives of both parties.
- Matters not covered in this agreement are agreed upon by both parties, and a supplementary agreement is signed. The supplementary agreement signed by both parties has the same legal effect as this agreement.
9.6 If a dispute arises during the implementation of this agreement, the two parties shall negotiate and resolve in accordance with the principle of friendship and mutual benefit; if the negotiation fails, either party shall file a lawsuit in the court of jurisdiction where Party B is located.