6. Content

License: Wish does not own the content uploaded by merchants. Merchants only grant Wish the right to use the information and content they provide. Therefore, Wish will not infringe any rights you own in the content. You grant Wish the right to use the copyright, publicity and database of the content (but no other rights). This right of use is non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple layers). You agree to allow Wish to store or reassemble the content you upload on Wish and display it in any way. Wish will not change the form of your trademarks (the relevant proportions remain unchanged). Your personal information will be protected by Wish’s Privacy Policy.

As part of a transaction, you can obtain personal information about a user on Wish, including shipping information. Without the user’s permission, this personal information can only be used for communications related to the transaction or related to Wish. Wish does not authorize you to use this information or use this information for other commercial purposes. In addition to the above restrictions, you cannot add any Wish user to your email or physical mail list without the user’s explicit permission. If you use the user’s personal information for other purposes other than those authorized by Wish without the user’s permission, Wish will not be held responsible for any disputes between you and the user. For more information, please refer to Wish’s Privacy Policy.

Reprinted content: refers to the terms and content reprinted and published on Wish by external websites or third parties. You agree that Wish will not be held responsible for any disputes related to this.

7. Dispute Resolution and Waiver

If you have a dispute with Wish, please contact Wish. Any dispute arising from or related to this Agreement shall be finally resolved by arbitration, which shall be conducted in English.

This Agreement shall be governed by the laws of the People’s Republic of China and may be modified or waived by written consent of both parties without regard to conflicts of law. This Agreement sets forth all the terms of the parties’ agreement on this matter. If any provision of this Agreement is impossible to perform, such provision shall be deleted or limited to the minimum extent applicable, and the validity of the remaining provisions of this Agreement shall not be affected in any way. Any dispute arising out of or in connection with this Agreement, including but not limited to any question regarding the existence, validity or termination of this Agreement, shall be submitted to the Shanghai Arbitration Commission for arbitration in accordance with the Articles of Association of the Commission. The arbitration result shall be final and binding on both parties to the arbitration. The costs and expenses incurred by the winning party in enforcing this Agreement shall be borne by the losing party, including but not limited to attorney fees. Neither party may assign this Agreement without the consent of the other party. However, either party may assign this Agreement to a third party that has acquired all or substantial equity, assets or businesses involved in this Agreement without the consent of the other party. The jurisdiction of any region shall not interfere with the validity of all clauses, including but not limited to the arbitration agreement under this Agreement.

If you have a dispute with one or more users, or with a third party, you release Wish (and its shareholders, directors, officers, agents, wholly owned subsidiaries, joint ventures, and employees) from all claims, demands, causes of action, liabilities, rights, obligations, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in connection with such dispute, whether known or unknown, actual or suspected, inevitable or incidental, natural or unnatural (collectively, “Claims”). Wish encourages merchants to report “Merchant and User” disputes to local law enforcement authorities, certified mediation or arbitration entities (if applicable).

Wish will attempt to help merchants resolve disputes in the interests of merchants. Wish will decide whether to do so in its sole discretion. Wish has no obligation to resolve disputes between merchants and users or between merchants and external parties. Wish will only attempt to resolve disputes in amicable manner and in accordance with Wish’s policies and is not responsible for such resolution. Wish does not judge any legal disputes or claims between merchants or between merchants and other third parties.

8.Wish’s Intellectual Property

Wish and Wish’s images, icons, designs, page headers, button icons, scripts, and service names are registered trademarks and trade dress owned by ContextLogic in the United States or other regions. Wish’s trademarks and trade dress, including parts of trademarks/domain names/email addresses and any form of products or services related thereto that may be confusing, are not allowed to be used.

9.Access and Connection

Much of the information on Wish is updated in real time and is proprietary or licensed to Wish by Wish’s sellers or third parties. Unless expressly permitted to a certain extent by Wish’s API Terms of Use or with Wish’s prior written commitment, you may not use any robot, spyware, scraper or other automated means to illegally access Wish for any purpose. In addition, you agree that you will not:

(1) take any action that imposes or may impose an unreasonable or disproportionately large workload on Wish’s infrastructure;

(2) copy, republish, modify, create derivative works from, distribute, or publicly display any Seller Content (other than Your Content) obtained from the Website without the prior written permission of Wish and the appropriate third party;

(3) interfere with or attempt to interfere with the proper working or operation of the Website.

10. Breach

If a breach is found, Wish may, in its sole discretion, remove the relevant Content after a certain period of time or immediately without prior notice or reimbursement of any costs. Wish will alert the Wish community to the Merchant’s conduct, issue a warning to the Merchant, and may, in its sole discretion, temporarily suspend the Merchant’s access rights, temporarily or permanently suspend the Merchant’s privileges, terminate the Merchant’s account, prohibit the Merchant from accessing the Website, and use technical and legal means to prevent the Merchant from using the Website and refuse to provide any services to the Merchant. However, Wish will not limit any other remedies: investigation or other remedies. Merchant Breach means that the Merchant has violated this Agreement, the Privacy Policy, the Merchant Policy or other policy documents and community rules herein, including the following situations and behaviors: Wish cannot verify or authenticate any personal information and content of the Merchant; Wish believes that the Merchant is acting inconsistent with the content or spirit of Wish’s policies; has engaged in improper or fraudulent behavior related to Wish; and will cause Wish’s Merchant or Wish to bear legal liability or economic loss.

11. Privacy

Wish will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without the Merchant’s explicit consent, except for the information provided in Wish’s Privacy Policy. Wish stores the Content on computers located in the United States that are physically and technically protected.

12. No Warranties

Wish and Wish’s subsidiaries, shareholders, officers, directors, employees and suppliers provide the services of the Wish website only on an “as is” basis, without express, implied or statutory warranties or conditions. Wish and its subsidiaries, officers, directors, employees and suppliers disclaim all warranties of title, merchantability, fitness for a particular purpose and non-infringement, including implied warranties. Further, no advice or information, whether oral or written, obtained by Merchant from Wish shall create any warranty. Some states do not allow the exclusion of implied warranties, so the above exclusions may not apply to Merchant. This exclusion gives Merchant specific legal rights, and Merchant may also have other legal rights which vary from state to state.

13. Limitation of Liability

In no event shall Wish and its subsidiaries (if applicable), officers, directors, employees be liable to Merchant or any other person for any direct, indirect, incidental, special, consequential or compensatory damages (including, but not limited to, lost profits, personal injury, mental distress, special or consequential or indirect damages) arising out of or in connection with the use of the Site, including Wish’s services or these Terms.

Wish’s liability and that of Wish’s subsidiaries (if applicable), officers, directors, employees and suppliers to you or any third party shall in any event be limited to: ① the total fees paid by Merchant to Wish in the 12 months prior to the event giving rise to liability; ② $100. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or disclaimers may not apply to Merchant.

14. Indemnification

Merchant agrees to indemnify and hold harmless Wish and Wish’s parent (if applicable), subsidiaries, affiliates, officers, directors, agents and employees from any claim or demand, including, without limitation, reasonable attorneys’ fees and damages, resulting from Merchant’s breach of this Agreement, the documents incorporated herein, any law or the rights of a third party.

15. No Warranties

Wish does not guarantee the availability, timeliness, security, error-free, or continuous uninterrupted access to the Website. The operation of the Website may be affected by many factors beyond Wish’s control. Wish is not responsible for any service interruptions, including, but not limited to, system crashes or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any transaction.

16. Compliance with Laws and Tax Laws

If Merchants use the Wish Platform and Services, Merchants shall comply with all applicable domestic and international laws, statutes, ordinances and regulations. Merchants’ listings, offers to purchase, and sales of goods, if applicable, shall also be subject to all domestic and international laws, statutes, ordinances and regulations. In addition, Merchants are responsible for paying all taxes on sales of goods on the Site, in addition to taxes on Wish’s net income.

17. Sales Taxes, Duties and VAT

In an effort to comply with individual consumer legislation, Wish strongly recommends that Merchants maintain a good record of paying duties, VAT or applicable VAT rates.

Due to the separate applicable tax jurisdictions, purchases may be subject to specific sales taxes, duties or VAT, which may increase delivery times and related costs.

Merchants conducting regular sales on the Wish platform are required to prepare for VAT. Although Wish does not require merchants to have a tax number in order to sell on the Wish platform, merchants may be required to pay taxes for conducting such business in the applicable tax jurisdiction. Therefore, Wish strongly recommends that merchants consult their own tax experts, register for a tax number and prepare for VAT accordingly.

You agree that you are responsible for the collection and payment of all taxes as between the parties.

18. Severability

If any provision of this Agreement is held to be unenforceable, such provision will be modified to reflect the intentions of the parties. All remaining provisions of this Agreement will remain in full force and effect.

19. No Agency Relationship

Merchant and Wish are independent contractors. No agency, partnership, joint employment and employment, or franchise relationship is intended or created by this Agreement. Merchants do not have the authority to make or accept any offers or commitments on behalf of Wish. Merchants may not make any statement on the Merchant’s website or any other place that conflicts with the provisions of this Article. This Agreement does not create an exclusive partnership between Merchants and Wish.

20. Wish Services

Wish reserves the right to modify or terminate the Wish Services at any time and for any reason without notice. Wish reserves the right to change the terms, conditions or other policies of the Agreement at any time, so please read the policies frequently. If there are substantial changes to the Wish Platform, the Wish Platform will notify you by email, homepage or other means that the Wish Platform deems appropriate. The standard of “substantial change” is determined by Wish based on its good social reputation, common sense and reasonable judgment.

21. Choice of Law

The establishment, effectiveness, interpretation and performance of this Agreement shall be subject to the laws of the People’s Republic of China and shall be governed by the laws of the People’s Republic of China.

22. Survival

Clause 3 (Fees and Bills), Clause 6 (Content), Clause 7 (Dispute Resolution and Waiver), Clause 8 (Wish’s Intellectual Property), Clause 9 (Access and Connection), Clause 10 (Breach of Contract), Clause 11 (Privacy), Clause 12 (No Warranties), Clause 13 (Limitation of Liability), Clause 14 (Indemnification), Clause 15 (No Guarantee), Clause 17 (Sales Tax, Duties and VAT), Clause 18 (Severability), Clause 20 (Wish Services), Clause 21 Choice of Law) will survive any termination or expiration of the Agreement.

23. Notice

Unless expressly provided otherwise, any notice shall be delivered to Wish by postal mail at 1 Sansome Street, 40th Floor, San Francisco, CA 94104. Delivery to Merchants: Wish shall deliver to the email address provided by the Merchant to Wish (the email address provided during the registration process or the email address changed by the Merchant. If Wish fails to deliver to the Merchant due to the Merchant’s failure to notify Wish in a timely manner, the Merchant shall bear the corresponding responsibility). Notices shall be deemed delivered 24 hours after the email is sent, unless the sender is notified that the email address is invalid. In addition, if Wish sends a notice to the address provided by the merchant to Wish by registered mail (if Wish is unable to deliver the notice to the merchant due to the merchant’s change of address and failure to notify Wish in time, the merchant shall bear the corresponding responsibility), the postage shall be prepaid and return receipt requested, and the notice shall be deemed delivered three days after the date of mailing.

24. Public Information

The services under this Agreement are provided by ContextLogic, Inc., with the address of 1 Sansome Street, 40th Floor, San Francisco, California 94104.