Scientific Grain Officer/LABDr Merchant Settlement Agreement

Introduction:

[Read carefully]Before using this service, you should read and abide by this agreement carefully.In particular, clauses exempting or limiting liability, dispute resolution, and applicable law. Clauses exempting or limiting liability may be in bold and should be read with emphasis.Unless you have read and accepted all the terms of this Agreement, you are not authorized to use the Service.

[Contract Process] By clicking on or using this service, you are deemed to have fully read, understood, and accepted the entire content of this agreement. If you do not agree with this agreement or any of its terms, you should immediately stop registering and using this service.If you have any questions about this Agreement, please feel free to contact us through the contact information specified in this Agreement.

I. Definition

Unless otherwise specified, the following terms are defined in this Agreement as:

(1) Fund management account services: Refers to the money transfer services and account management services provided to you by Joko Chemical Payment through WeChat Pay or cooperative banks.

(2) Fund management account: Refers to the electronic bookkeeping that you authorize Joko Chemical Payment to configure for you to record your identity information, transaction information, and fund balance through the application on your behalf, and you use it to initiate transaction instructions. WeChat Pay and cooperative banks will make corresponding fund deductions and collections to your account according to transaction instructions and related agreements.

(III) Backstage: Refers to the management software system provided and maintained by Qiaoke Chemical Payment. You should submit the corresponding materials and confirmation information through this system. Qiaoke Chemical Payment will apply to WeChat Pay and cooperative banks to open a fund management account according to your authorization. After successful opening, you can check the account info and initiate account management and other related functions through this system. The specific functions are subject to the actual provision of the system, and the functions of the system will be adjusted and increased or decreased according to actual needs.If you are a merchant, you can pay for the merchant back office through Choco Chemical - Asset View.

(IV) Merchants: Refers to a natural or legal person who uses this service to engage in business activities.

(5) Settlement after receipt, that is, third-party collection and payment servicesIn order to solve the transaction fund security of buyers and sellers and the trust issue in the transaction between the two parties in e-commerce activities, WeChat Pay and cooperative banks, as institutions with legal qualifications, provide collection and payment services that protect the transaction rights and interests of buyers and sellers, ensure the security of transaction funds, and establish trust between the two parties.

Service content

(I) Functions of this serviceWe will provide you with fund management account application and account management services. As a service provider, we will submit account opening materials to WeChat Pay and cooperative banks for you. You should ensure that any information uploaded or published is true and valid. After WeChat Pay and bank account opening are completed, we will provide you with account management services.

(2) Service Limitations: This service can only be used for receipts or payments that you have declared and approved through the system, and each receipt or payment cannot exceed the limit stipulated by WeChat Pay and the cooperative bank. You understand and agree that WeChat Pay and the cooperative bank have the right to adjust your transaction limit according to your individual factors, such as: personal spending ability, different types of goods or services operated, and the risk profile of your business activities.

III. Rights and obligations

(1) Transaction inquiryChoco Chemical Payment will set up an online transaction inquiry system and inquiry interface to provide you with account info management and transaction information inquiry services.

(2) Instruction verification。Choco ChemistryPay according to yourChoco ChemistryPay for the background login name, login password, and SMS verification code to verify the authenticity and validity of your transaction instruction. when yourChoco ChemistryWhen the login name and login password in the payment background are verified, it will be regarded as your own operation.Choco ChemistryPayment account,Choco ChemistryPayment can be executed according to your authorization without verification of other information.

(III) Transaction guarantees,Choco ChemistryThe payment will rely on the account management service provided to you under this agreement to provide consumer rights and interests protection. After the consumer completes the order payment, the funds will enter the fund management account you applied for. Before the transaction is completed, you authorizeChoco ChemistryPayment can freeze the funds of the corresponding order until the funds status will be transferred and withdrawn after the order is completed. You can passChoco ChemistryCheck the order progress and fund status in the payment background.

(Iv) account management,Choco ChemistryPayment will be managed according to your authorization and displayed synchronously for youChoco ChemistryStore background. You confirm that you agree to accessChoco ChemistryThe platform cashier payment function for payment, and authorize the withdrawal permission of the fund account toChoco ChemistryPay,Choco ChemistryPayment will initiate a balance withdrawal according to your authorization, and you cannot withdraw by yourself.Choco ChemistryThe payment is only deducted from the third-party payment channel handling fee (subject to the actual rate).

(5) Dispute resolution.Choco ChemistryPayment only provides you with account management services, and you are responsible for handling disputes between you and users or other entities. However, due toChoco ChemistryExcept for disputes caused by payment background failures.

(6) Authentication and Authorization. Your use of this service indicates your consentChoco ChemistryPayment collects and uses relevant information and data generated during your use of this service, including but not limited to your identity information, account info and transaction information of you, your legal representative and responsible person, and submits the aforementioned information to WeChat Pay, Financial Institution Group and other enterprises and institutions for identity verification and authentication。Choco ChemistryPayment has the right to collect, save, and verify the audio and video materials of you, your legal representative, and the person in charge as needed. In order to better provide services,Choco ChemistryPayment and affiliated companies have the right to collect, record, and use the above information and data within the scope permitted by law.

(7) Freezing and withholding of funds. You understand,Choco ChemistryThe payment has the right to be approved by you in accordance with the requirements of the public security, procuratorial, court, customs, taxation and other competent authoritiesChoco ChemistryInquire about the account opened by the payment, etc., and send a freezing or deduction instruction to WeChat Pay or the partner bank, as the case may be.

(8) In the process of using the services of this Agreement, you shall abide by the relevant agreements and rule documents such as the "Merchant Service Agreement" between WeChat Pay and the partner bank.

IV. Your rights and obligations

(1) Account opening and identity verificationWhen you apply to open an account, you shouldChoco ChemistryThe payment truthfully provides relevant subject information or business qualification information.Choco ChemistryPayment will apply to WeChat Pay and partner banks to open an account based on the information you submit, including but not limited to your valid ID card, or the merchant's business license, tax registration certificate, organization code certificate (except for multi-certificate), legal representative or person in charge's identity certificate, audio-visual information, phone number, etc. If you engage in business activities that are exclusive, exclusively controlled or require pre-administrative licensing by the state, you should also provide the relevant qualification certificate. You should ensure the accuracy, authenticity and completeness of the above information submitted. If your above information changes, or you move your address, close business, change your domain name or contact number and other information, you should be notified in advance.

(2) Lawful use. You may not useChoco ChemistryThe technical interface and security agreement provided by the payment are used for purposes outside the scope of this agreement, and may not be rented or transferred to third parties for use.

(3) Account custody and loss reporting. You should keep it safeChoco ChemistryPayment and related website login names and passwords,Choco ChemistryPayment related account and its password, as well as mobile phone SMS verification code, etc.Choco ChemistryPayment website login name,Choco ChemistryAll actions under the payment account are considered your actions. If you need toChoco ChemistryTo report the loss of the payment account, you should contact the customer service staff in time and follow the instructions of the customer service staff. If the customer service staff requires you to provide written supporting materials to report the loss in the next step, you should submit written supporting materials in time. If you findChoco ChemistryIf the payment account is stolen, you should immediately report it toChoco ChemistryThe payment is initiated to report the loss. If it is stolen due to your poor management, the loss incurred shall be borne by you.

(4) Stop payment and revocation. Due to the real-time and immutable nature of WeChat Pay and the cooperative bank, any payment instruction initiated by you shall be irrevocable or changed after the execution of WeChat Pay and the cooperative bank.

Use of brand guidelineswithoutChoco ChemistryPay written authorization, you may not reprint, copy, intercept, or tamper withChoco ChemistryPayment for trademarks, logos, logos, etc., or production of derivative products related to such content.

(6) Safety rulesYou are not rightChoco ChemistryThe computer systems and programs of payment and related products shall be cracked by reverse engineering means, and the aforementioned systems and programs (including but not limited to source programs, target programs, software documents, data running in local computer memory, client side to server side data, server data, etc.) shall not be copied, modified, compiled, integrated and tampered with, and shall not be modified or addedChoco ChemistryThe original functionality of the software system that pays for any services provided.

(7) Function

1. Withdrawal。Choco ChemistryPayment will issue transfer instructions to WeChat Pay and partner banks within a certain period according to the instructions or agreements initiated by you, and transfer funds to the legitimate bank account designated by you according to your authorization.

2. Transfer functionWeChat Pay and partner banks provide you with payment or transfer functions according to different business scenarios. You should ensure that the payment and transfer instructions you initiate are true and the account you initiate is fully funded.

3. Number of payments and transfers and limit settingsWeChat Pay and the cooperative bank have the right to adjust your accumulated payment or transfer limit and number according to your business risks or your own risk control needs.

Except as otherwise provided in this Agreement, in the event of a transaction dispute, you irrevocably authorizeChoco ChemistryPayment A decision to pay all or part of the amount in dispute to one or both parties to the transaction based on available evidenceChoco ChemistryIf the payment is difficult to arbitrate and mediate, the rights defender shall seek relief from the judicial organChoco ChemistryPayments are processed in accordance with valid legal documents.

V. Service fees and transaction settlement

(1) Handling fee (including tax): based onChoco ChemistryPay for the services provided.Choco ChemistryPayment has the right to charge relevant service fees through your account, and the specific rate is as followsChoco ChemistryThe real-time display in the background of the store shall prevail.

(2) Cost adjustment。Choco ChemistryPayment reserves the right to adjust rates and notify you upon receipt of paymentChoco ChemistryAfter notificationFive working daysIf there is no written objection to the adjusted service rate, the adjusted rate shall be implemented. If the two parties cannot reach an agreement on the rate change, this agreement may be terminated.

(III) Transaction settlement

1. Choco ChemistryPayment will send instructions to WeChat Pay and partner banks according to your instructions to withdraw the money to your bank account. The arrival time depends on the clearing cycle of the banking system.

2. You andChoco ChemistryIf the payment reconciliation data is inconsistent, the data provided by WeChat Pay and the cooperative bank shall prevail.

Refund terms

For the refund situation in your transaction, the following rules apply: When you request a refund to WeChat Pay or a bank account, WeChat Pay and its partner banks will process the refund according to your refund request. If the refund fails, you can initiate a refund request again or process the refund yourself.

VII. Confidentiality clause

(1) Except as otherwise agreed in this Agreement, without the authorization of the relevant parties, neither party shall disclose the content of this Agreement, user personal information, user payment information, interface technology, security agreement, etc. to a third party.

(2)Each party shall be responsible for the confidentiality of trade secrets and technical secrets obtained in the performance of the agreement. In any of the following circumstances, theChoco ChemistryPay has the right to disclose your relevant business information.

1.  Regulatory requirementsChoco ChemistryPayment for providing you with relevant personal or business information.

2.  Public security organs, people's courts, people's procuratorates or competent administrative organs requireChoco ChemistryPayment for providing you with relevant personal or business information.

3. User complaints and requests for paymentChoco ChemistryProvide your relevant personal or business information throughChoco ChemistryAfter the payment is verified, it is considered that it can be provided.

4. The commercial information referred to in this Agreement includes, but is not limited to, transaction information such as transaction number, transaction certificate, and capital flow between you and the user.

(3) Each party guarantees that its employees and agents will fulfill the confidentiality obligations under this Article.

(4) The above confidentiality obligations shall not be terminated upon termination of this Agreement.

Liability for breach of contract

Any party that violates the obligations stipulated in this Agreement shall constitute a breach of contract.

Account cancellation

If any of the following occurs,Choco ChemistryPayment will initiate an account cancellation instruction to WeChat Pay and the partner bank on your behalf according to your application, and transfer the remaining funds in the account to your bank account, unless otherwise provided by law or otherwise agreed in this agreement:

1. You take the initiative to apply for cancellationChoco ChemistryPayment account (contact customer service).

2. Termination or termination of this Agreement.

3. You are in breach of this Agreement or theChoco ChemistryPayment for other agreements signed.

X. Disclaimer

(1) Exemption from liability for damages. You understand and agree that,Choco ChemistryPayment shall not be liable for any damages, including but not limited to damages for loss of profits, goodwill, use, data, etc., or other intangible losses, resulting from:

1.  Choco ChemistryPayment rights are based on comprehensive judgment, including but not limited toChoco ChemistryPayment believes that you have violated the express provisions of this Agreement and laws and regulations, suspending, interrupting or terminating the provision of this Service or any part thereof to you.

2. Disclaimer of Agreement Changes. Such asChoco ChemistryIf you pay for changes to the content of this agreement, you do not agree to stop using this service after the changed content of the agreement, and the two parties terminate the cooperation.Choco ChemistryPayment is not liable for breach of contract.

(2) Exemption of liability for system interruption or failure. If the system cannot operate normally due to the following conditions, you cannot use various services.Choco ChemistryPayment is not liable for damages, including but not limited to:

1.  Choco ChemistryPay inChoco ChemistryDuring the system downtime maintenance period announced by the payment website.

2. Telecommunications equipment malfunctions and cannot transmit data.

3. Due to force majeure factors such as typhoons, earthquakes, tsunamis, floods, power outages, wars, terrorist attacks, and administrative controls by government departments, etcChoco ChemistryPayment system barriers that prevent business execution.

4. Service interruption or delay due to hacker attacks, technical adjustments or failures in the telecommunications sector, website upgrades, banking problems, etc.

(3) Exemption from liability in special circumstances. In the following cases,Choco ChemistryPayment is not responsible for:

1. not due toChoco ChemistryThe intentional payment results in the failure to provide this service.

2. You and/or any third party suffer losses due to your intention or negligence.

(4) Disclaimer for version updates. In order to improve user experience and improve service contentChoco Chemistry, Payment will constantly strive to develop new services and provide you with content or system updates from time to time (these updates may take the form of software replacement, modification, feature enhancement, version upgrade, etc.). In order to ensure the security and consistency of functions of this service,Choco ChemistryThe payment system update notice will be announced through the website, and the content or system may be updated without special notice to you, or some functional effects of the software may be changed or restricted. After the new version is released, the old version of the service may not be availableChoco ChemistryPayment does not guarantee that the old version will continue to be available and the corresponding Client Server, please check and use the latest version at any time

Intellectual property rights

(1) You useChoco ChemistryPayment services.That is, you automatically authorizeChoco ChemistryPayment andChoco ChemistryPay for the free use of your brand, trademark, etc. on the company's website, promotional materials, media channels and other pages and materials, but do not use it for purposes that damage your brand.

(2) You guarantee that the patents, trademarks, names, unique logos, decorations, technical secrets, pictures, etc. related to the goods belong to their rights holders, and have obtained the legal authorization or license to sell the goods in accordance with the law or contractual provisions, and have the right to authorize and licenseChoco ChemistryTo pay for the use of the relevant intellectual property rights for the purposes of this Agreement, the license is free and non-exclusive.

(3) Choco ChemistryOwned, used, licensed, controlled by Payment or its affiliatesChoco ChemistryAll intellectual property, industrial property and proprietary rights to which payment or its affiliates have other rights, including all trademarks, copyrights, names, logos, logos, WeChat official accounts, domain names, website names, web pages, works of art, characters, patents, etc.,Choco ChemistryExclusively owned and retained by Payment or its affiliatesChoco ChemistryPay for all content uploaded, produced, and owned, including but not limited to works, images, files, information, materials, website architecture, website screen arrangement, and web designChoco ChemistryIntellectual property rights, including but not limited to trademark rights, patent rights, copyrights, trade secrets, etc. are lawfully owned by Payment or its affiliatesChoco ChemistryPayment or its affiliates agree in writing that no person may use, modify, reproduce, publicly disseminate, alter, distribute, distribute or publicly publish information inChoco ChemistryPayment for programs or content on the website (limited to those provided byChoco ChemistryPay for all content uploaded, produced, and owned, including but not limited to works, images, files, information, materials, website architecture, website screen arrangement, web design, etc.).

(4) You must not maliciously apply for and register withChoco ChemistryThe same or similar trademarks, names, logos, logos, WeChat official accounts, domain names, web pages, etc. of the payment or its affiliates are used to carry outChoco ChemistryBusinesses that are substantially identical or similar to payments or their related parties.

(5) If you violate the provisions of this articleChoco ChemistryIf the payment or its related parties cause losses, you shall compensate for all losses and eliminate theChoco ChemistryThe adverse effects of payment or its related parties。

XII. Entry into force and modification of the Agreement

(1) Changes to the agreement.Choco ChemistryPayment can be changed based on changes in national laws and regulations, business adjustments, product updates, maintaining transaction order, protecting consumer rights and interests, etc. The changed agreement will be publicized in accordance with legal procedures andChoco ChemistryAnnouncement on the payment website. If you do not agree to the change of content, you have the right to contact the effective date before the change of content is determinedChoco ChemistryPay for feedback. If feedback is accepted,Choco ChemistryPayment will be adjusted for changes as appropriate.

(2) The agreement takes effect. If you continue to use the service after the content of this agreement is announced and confirmed, it means that you have fully read, understood and accepted the content of the changed agreement, and will continue to use it in accordance with the content of the changed agreementChoco ChemistryPayment service; if you do not agree to the changed content of the agreement, you should stop using the service.

(3) Capacity for civil rights and capacity for civil conduct. You confirm that you are a natural person, legal person or other organization that has full capacity for civil rights and capacity for civil conduct as stipulated by law and can independently bear civil liability; the content of this agreement is not excluded by your country or region. If you do not have the aforementioned capacity for civil conduct appropriate to your actions, you and your guardian shall bear the consequences in accordance with the law.

(Iv) Supplementary Agreement. you andChoco ChemistryThe terms of this agreement signed by the payment cannot be fully listed and cover your relationship withChoco ChemistryPay all rights and obligations, and existing agreements cannot guarantee that they will fully meet the needs of future development. therefore, withChoco ChemistryPayment and your related rules are supplementary agreements to this Agreement, which are inseparable from this Agreement and have the same legal effect. If you useChoco ChemistryBy paying for the services provided, you agree to the above supplementary agreement.

Thirteen, notice and service

(1) The contact information is valid. You are registering to becomeChoco ChemistryWhen paying users and accepting services, you should payChoco ChemistryPayment provides real and effective contact information (including your email address, contact number, contact address, etc.). If the contact information changes, you are obliged to update the relevant information in a timely manner and maintain the status that can be contacted.

(2) Notification real-time follow。Choco ChemistryPayment will be served with various notices to one or more of the above contact information, and the content of such notices may have a material beneficial or adverse impact on your rights and obligations. Please be sure to pay attention in a timely manner.

(3) Service of notice.During the signing or performance of this Agreement,Choco ChemistryPayment of written notice sent to you shall be deemed to be served on the fifth natural day after delivery.The form of written notice also includes, but is not limited toChoco ChemistryPayment platform announcements, sending emails to you, platform in-app letters, system information, mobile phone text messages, QQ messages and faxes and other electronic means, in the case of electronic notification, will be deemed delivered on the day of delivery.

(4) Service of legal documentsFor in supportChoco ChemistryFor any disputes arising from trading activities on the payment platform, you agree that judicial authorities (including but not limited to the people's court) can pass youChoco ChemistryRegister at the payment website, the mobile phone number, email contact information provided when updating, and when registeringChoco ChemistryThe account generated when paying the user will be served, and the legal document issued by the judicial authority to the above contact information will be deemed to be served. The mailing address you specify is your legal contact address or a valid contact address you provide.

(5) Contact information is updated in real timeYou should ensure that the contact information provided is accurate, valid, and updated in real timeIf the legal document cannot be delivered or is not delivered in time due to incorrect contact information provided or failure to inform the changed contact information in time, you shall bear the legal consequences that may arise therefrom.

XIV. Applicable Law, Jurisdiction, and Others

(I) Applicable lawThe validity, interpretation, modification, enforcement and dispute resolution of this Agreement shall be governed by the laws of the People's Republic of China. In the absence of relevant legal provisions, reference shall be made to general international business practices and/or industry practices.

(2) Competent courtYou use supportChoco ChemistryGenerated by payment services and related toChoco ChemistryDisputes related to payment platform servicesChoco ChemistryPay to negotiate with you.

(III) Clause independenceIf any provision of this Agreement is deemed to be invalid or unenforceable, the said provision may be severed and the remaining provisions shall remain in force and effect

Data and privacy

(I)Choco ChemistryPayment and you should follow the current regulations to take security technical measures and confidentiality measures to prevent leakage and protect the data security of both parties. Protect the data security of Party A and users and prevent leakage.

(2)Choco ChemistryPayment takes your privacy and the privacy of others very seriously, and follows principles such as "least available".

Agreement valid period, automatic renewal and early termination

(A) This Agreement is governed byChoco ChemistrySign with you.

(2)Choco ChemistryPayment reserves the right to terminate this Agreement in advance based on operational needs and to notify the parties one month in advance in writing or by email or in the form of a website announcement.

(3) After the termination or termination of the agreement, the terms related to the deposit, refund, and confidentiality shall remain valid, and all parties shall continue to abide by them.

Scientific Grain Officer and Choco Chemical Operation Team