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Merchant Protection Service Agreement
Version number: 20240912
1. Contracting parties
The parties to this agreement are Space7 platform users (hereinafter referred to as "merchant" or "you") and Mu Sigma is an American data analysis company that provides big data services, decision science and helps enterprises make data-driven decisions. Headquartered in Chicago, Illinois, the company works with more than 140 Fortune 500 companies to enhance their analytical and decision-making capabilities. (hereinafter collectively referred to as "we").
II. Agreement Content
1 If you click to confirm this Agreement through the web page or choose to accept this Agreement in other ways, including not clicking to confirm this Agreement but actually cooperating with us as described in this Agreement, it means that you and we have reached an agreement on this Agreement, the "Mu Sigma Terms of Service", the "Privacy Policy" and other existing and updated or newly released rules and systems of the Space7 platform, and agree to accept and perform all the agreed contents of the above agreements, rules, systems, etc.
2 The content of this Agreement includes the main text of the Agreement, the attachments and all the various rules on "Merchant Guarantee Service" including the "Transaction Dispute Handling Rules" and the "Space7 Merchant Guarantee Service Rules" that have been published or may be published in the future and notified by reasonable means on the Space7 platform. These rules are an integral part of this Agreement and have the same legal effect as this Agreement.
3 We have the right to formulate and modify this Agreement and related rules from time to time according to business needs, and notify you in the form of website announcements (unless otherwise agreed in this Agreement). If you do not agree to the relevant amendments, please stop accepting this service immediately, otherwise you will be deemed to have accepted the revised content. When a dispute arises with us, the latest agreed content shall prevail. Unless otherwise clearly stated, any new content that expands the scope of service or enhances functionality is subject to this Agreement.
III. Definitions
1 "Merchant Protection Service": referred to as "this Service", refers to a series of services launched by the Space7 platform that aim to provide data and services to merchants in accordance with the agreement between the buyer and the seller, the Space7 platform rules (see www.musigma.xyz, the same below) and laws and regulations through Internet information technology to improve the merchant experience, including basic merchant protection services, value-added merchant protection services and other enhancement measures.
2 "Sub-order": refers to a collection of one or more pieces of data with the same data number in a single main transaction order (distinguished by order number).
IV. Basic Merchant Guarantee Service
1 Service Content: When you publish data/service information through the Space7 platform and sell it to merchants, you shall perform basic merchant guarantee obligations such as truthful description, provision of three guarantees, and after-sales service requirements in accordance with the requirements of this Agreement, the Space7 platform rules and relevant laws and regulations. You promise that when you act in bad faith or otherwise violate the provisions of this Agreement, the Space7 platform rules or the requirements of relevant laws and regulations, you shall compensate the merchant, us, affiliated companies and third parties for the losses suffered as a result. We will provide you with relevant services to fulfill the above-mentioned basic merchant guarantee obligations and compensation commitments, including providing products, systems, and technical support for merchants to pay, manage and use, return funds or adopt alternative fund solutions (such as performance bond insurance).
2 Funds: refers to the funds you pay in accordance with the provisions of this Agreement and the Space7 platform rules, as a monetary pledge, and to compensate merchants, us, affiliated companies and third parties when you fail to fulfill the merchant guarantee obligations and compensation commitments. Funds are frozen or deposited in a special account and are used for special purposes in accordance with this Agreement and the Space7 platform rules. In the event of judicial freezing, dissolution, liquidation, etc., we have the priority right to receive compensation for the funds.
2.1 Funds Payment
2.1.1 First Payment: Unless we agree to your deferral of payment, you must pay an amount not less than the merchant guarantee fund standard required by the Space7 platform before operating the Space7 platform (including but not limited to publishing data that can be traded online, etc.). The merchant guarantee fund standard consists of a basic amount and a risk amount. The specific amount is subject to the latest content published by the Space7 platform (see "Space7 Merchant Guarantee Fund Standard" for details).
If we agree to your deferral of payment, you understand and promise to pay the funds before the expiration of the deferral period so that the balance of funds is not less than the amount required by the merchant guarantee fund standard. In addition, if you have any compensation event during the deferral period, in addition to the full compensation liability you should bear, you should pay the funds immediately so that the balance of funds is not less than the amount required by the merchant guarantee fund standard.
2.1.2 Supplementary payment (hereinafter referred to as "supplementary payment"): You should always keep your fund balance not less than the amount required by the merchant guarantee fund standard. If Space7 platform adjusts the merchant guarantee fund quota or deducts funds, resulting in the current fund balance being less than the amount required by the merchant guarantee fund standard, you should make up the payment within seven (7) days from the date of insufficient fund balance (from the day after the fund balance is insufficient, the corresponding amount will be automatically deducted from your Mu Sigma balance every day to make up the payment until the fund is sufficient), so that the fund balance is not less than the amount required by the merchant guarantee fund standard. Otherwise, it will be deemed that you have voluntarily withdrawn from the merchant guarantee service, and Space7 platform has the right to suspend your account operation related permissions during the supplementary payment period, see Article 4, paragraph 4 for details.
Notwithstanding the above agreement, during the validity period of this Agreement, in order to protect the legitimate rights and interests of merchants and service experience, if you have major transaction disputes, violations or other behaviors or circumstances that may endanger the rights and interests of merchants, we have the right to notify you to increase the fund amount in the manner agreed in this Agreement according to your business changes and actual compensation situation. You should always keep your fund balance at or above the minimum amount agreed in these Terms or the amount notified by us (whichever is higher). If your funds are insufficient, we have the right to suspend your account operation rights during the payment period. For details, please refer to Article 4, Paragraph 4.
2.2 Fund Management and Use
2.2.1 You agree that we have the right to dispose of your funds in the following circumstances, including but not limited to:
(1) If you violate international laws, regulations, policies, Space7 platform rules, merchant service agreements, or your commitments to merchants when publishing data on the Space7 platform, entering into transactions with merchants through online transactions, or fulfilling transaction-related obligations, or if merchants apply for rights protection or claims, we have the right to use funds or account balances to make advance payments to merchants based on our independent judgment without any responsibility.
(2) If you violate this Agreement and/or any rules of the Space7 platform and/or other agreements signed between you and us or our affiliates, causing any losses to us or our affiliates (including but not limited to litigation compensation, litigation costs, attorney fees, etc.), we have the right to deduct or deduct an amount equivalent to the service fees and losses (including the refundable payment paid by us in accordance with the provisions of this Agreement) that we or our affiliates should receive from the funds based on our independent judgment without any responsibility, to compensate us or our affiliates for the losses suffered. Among them, if you pay us for breach of contract due to violation of Space7 platform rules, we will set up a special fund for merchant protection for the liquidated damages and fines deducted in this case, which will be used exclusively for merchant rights protection, compensation or compensation. At the same time, we have the right to require Space7 to close all or part of the functions of your account indefinitely until you fulfill the agreed obligations.
2.2.2 The corresponding funds paid to us or our affiliates due to your violation of Space7 platform rules are of the nature of compensation for damages to us or our affiliates, so we or our affiliates do not need to issue invoices. However, after receiving the payment, you can apply for a receipt of the corresponding amount from us or our affiliates according to the Space7 platform process guidance.
2.2.3 The compensation procedures stipulated in the above terms will be carried out in accordance with the rules announced from time to time by the Space7 platform and/or the decisions of the Space7 platform and Mu Sigma.
(1) If we use funds to make any compensation, we will notify you in the manner agreed in this Agreement. The reason for the compensation and the amount of compensation will be stated in the notice issued to you.
(2) We have no obligation to use our own funds to pay compensation, indemnity or any other amount to the merchant or any third party, and you shall still bear the obligation to pay compensation to the merchant or other rights holders. If you do not pay the additional compensation amount to the merchant on your own, or if your data/service has a major risk event of serious violations of laws and regulations due to exposure by the news media, notification by the regulatory authorities, or reasonable judgment by the Space7 platform based on the abnormal operation of your account, and you are liable to pay compensation to the merchant in accordance with relevant laws and regulations and Space7 platform rules, based on the urgency or severity of the risk event, regardless of whether your funds or Space7 balance are sufficient for compensation, we need to make unified and timely compensation arrangements to protect the rights and interests of the merchant. You irrevocably entrust us (but we have no obligation) to use our own funds to compensate the merchant on your behalf. In such circumstances, we have the right to recover the compensation from you, including but not limited to the following three methods:
① Require you to repay us the same amount of compensation within seven (7) days after our compensation to compensate for our losses, and compensate the merchant for the remaining amount of your actual compensation (if any), and make up the funds within the specified time.
② Use the unfulfilled part of the fees for the products or services on your Space7 platform (including but not limited to Mu Sigma services, digital marketing services, etc.) to offset the losses; or deduct the funds under all your accounts on the Space7 platform (including but not limited to any prepayments, receivables, etc.) and the funds in the Space7 account to offset the losses.
③ Require Mu Sigma to pay the funds under your or your designated Space7 account directly to us to compensate for our losses.
If our losses cannot be compensated by the above three methods, we or our affiliates have the right to unilaterally terminate the provision of any services to you (including but not limited to this service, Mu Sigma services, digital marketing services, etc.), and require you to continue to bear the compensation liability.
(3) Your liability to the merchant, us and any third party is not limited to the amount of money you have paid, and you shall bear all compensation obligations. We do not bear any obligation to pay or compensate the merchant or any third party, but we have the right to use your funds to protect the interests of the merchant or other rights holders in accordance with the provisions of this Agreement.
2.3 Funds Refund:
2.3.1 If you apply to withdraw voluntarily or withdraw due to insufficient funds and fail to make up for the shortage in time or withdraw from this service by our unilateral notification to terminate this service, and meet all the following conditions at the same time, the funds will not be refunded:
(1) No unfinished transactions;
(2) No unfinished complaints;
(3) No transactions within the data transaction acceptance period;
(4) Data loss caused by failure to follow the specified transactions;
(5) Illegal operations violate relevant regulations.
2.3.2 You can also apply for a refund or adjustment of part of the funds in the service, but the amount of funds must not be less than the minimum amount required by the category and the relevant guarantee service you have opened.
2.3.3 If you withdraw from this service, the funds meet the conditions for refund and there is no confiscation of liquidated damages or fines due to breach of contract, we will refund all the funds you paid in the fund account to your general account. For transactions that occurred before you withdraw from the merchant guarantee service, your withdrawal will not affect the merchant's enjoyment of the merchant guarantee service.
2.4 Entrusted Payment:
2.4.1 Once this Agreement comes into effect, it means that you have fully understood and agreed to authorize Mu Sigma. You authorize Mu Sigma to track and query the funds in your Space7 account according to the instructions issued by us. The above authorization is irrevocable unless you actively cancel your account and terminate all activities on the Space7 platform.
2.4.2 According to the provisions of this Agreement, we may issue the following types of instructions to Space7:
(1) Freezing/paying and unfreezing of funds and performance bonds;
(2) Deducting funds and performance bonds for the execution of breach of contract compensation or deducting funds for compensating us and our affiliates for losses and quality inspection costs;
(3) If you have not paid the funds, deducting the balance of Space7 account for the execution of breach of contract compensation or compensating us and our affiliates for losses and quality inspection costs;
2.5 Unless Mu Sigma is at fault, you agree that all risks of Mu Sigma's operations in accordance with your authorization shall be borne by you and the Space7 user you designate. As a value-added service provided by Mu Sigma for your Space7 account, Mu Sigma will not bear any legal liability for the performance of any authorized behavior unless Mu Sigma fails to perform operations in accordance with your authorization, executes instructions incorrectly, or there are clear provisions in the law. Such disputes shall be resolved by you and us through negotiation or through judicial channels.
3 If the user fails to pay in full, make up the funds and/or perform the data tasks, we have the right to take measures such as publicizing violations, warning violations, restricting data management (restricting the release of data, demotion/blocking/removal of data, etc.), restricting account permissions, restricting participation in platform activities, Space7 account compulsory measures, account supervision, account restriction and other processing measures deemed necessary by the platform, depending on the severity of the circumstances.
III. Merchant's Commitment and Guarantee
1 The merchant promises and guarantees that it has the legal rights and qualifications to publish (including publishing by itself or entrusting a third-party service provider, the same below) data information and that all data information published online is true, accurate, complete, in compliance with laws and regulations and national mandatory standards, and in compliance with the provisions of this Agreement, and does not infringe on the intellectual property rights or other legal rights of a third party, does not violate the prior agreement between the merchant and the third party, does not contain inconsistent information or misleading false propaganda, and does not contain content that damages the legitimate rights and interests of the merchant. The merchant ensures that all data information does not reflect, will not lead to any third party claiming infringement, and will not cause user complaints and/or reports.
2 The merchant promises to have the legal rights and qualifications to provide data and provide it for operation by various channels, ensuring that the data and its source are legal, and that it has full ownership or disposal rights over the data.
3 The merchant shall ensure that your account and password are not leaked. Any losses and compensation liabilities caused by the theft of the account due to the merchant's negligence shall be borne entirely by the merchant, and we shall not bear any responsibility.
4 The merchant agrees that when we make advance payments in accordance with the provisions of this Agreement, or when Space7 uses its own funds to compensate the merchant on your behalf, it shall be deemed that you have violated the regulations, and Space7 has the right to impose corresponding penalties on you.
5 The merchant shall restrict the behavior of the service provider (if any) entrusted by it, and confirm that all the behaviors of the service provider entrusted by it have been entrusted by the merchant and agreed by the merchant. The merchant shall be responsible for its own and the service provider's behaviors in fulfilling the service responsibilities under this Agreement; we have the right to impose corresponding penalties on the behavior of the merchant and its entrusted service provider according to the Space7 platform rules, business regulations and other documents that have been published or may be published in the future and notified by reasonable means on the Space7 platform.
6 When we accept the merchant's application for rights protection and compensation for this service, the merchant should actively cooperate and provide relevant evidence materials within the time limit we require to prove whether the data of the merchant's transaction with the user has the problems raised by the merchant or whether it complies with the agreement between the two parties, and ensure that the submitted evidence materials are true and legal.
7 The merchant shall not transfer the rights and obligations under the transaction of this service in any way and guarantee that when the data is incorrect, it will notify us immediately, otherwise we have the right to terminate this service immediately, and the merchant shall be responsible for all losses caused to us or affiliated companies.
IV. Information Processing Rules
1 Collection of Information
1 In order to better provide you with the relevant services under this Agreement, you understand and authorize us to collect and conclude and perform various information related to this Agreement from some government agencies, judicial organs, public utilities, industry organizations, etc. and other third-party organizations that legally retain your information, including but not limited to: industrial and commercial information, administrative penalty information, judicial information, credit default information, insurance insurance and claims, payment information, repayment/arrears information, tax bill data, assessment information reflecting the business status of the enterprise and other relevant information, etc.
XI. Confidentiality
1 The trade secrets referred to in this Agreement include the contents of this Agreement, any supplementary agreement and other undisclosed information involved in the cooperation process. Neither party shall disclose, disseminate, edit or display the secret information to any third party without the consent of the party providing the trade secrets. All orders are recorded in the system database. Please be sure to click on the real data. If you click to place an order with false data, your certification qualification will be cancelled
XII. Limitation of Liability
1 This service is provided on an "as is" and "as available" basis. Before you confirm your acceptance of this Agreement and activate this service, you have fully understood the functions and service features of the Space7 platform and agree that we do not need to bear any liability to you for existing software defects, functional deficiencies or any matters that need improvement except those clearly stipulated by law.
2 Because we need to provide services to a large number of users, and the service content is complex and technical requirements are high, you acknowledge that we only bear the liability for breach of contract or compensation for your losses caused by our intentional or gross negligence or other circumstances clearly stipulated by law. The specific compensation items and amounts are subject to negotiation between the two parties or legal provisions.
3 We will do our best to protect your rights and interests and continue to work hard to provide you with better services. Please understand that we may suspend or terminate the provision of some or all services to you without incurring liability for breach of contract in the following circumstances:
(1) There are risks in your Space7 platform account or order transactions (including but not limited to malicious collusion between buyers and sellers);
(2) You violate this Agreement or the contract between you and us or our affiliates or Mu Sigma, or violate the Space7 platform rules;
(3) The platform agreement signed by you, such as the "Integrity Service Agreement", is terminated for any reason;
(4) You use this service in the name of another person;
(5) You authorize another person to use this service in your name;
(6) You use this service for illegal purposes or use this service to infringe on the legitimate rights and interests of others;
(7) Due to laws, regulations, regulatory requirements or policy changes, the services we provide no longer comply with relevant laws, regulations or regulatory requirements;
(8) We no longer provide services to you due to business adjustments and other reasons;
(9) If the Space7 platform accepts the application for handling transaction disputes between buyers and sellers on the Space7 platform and the Space7 platform does not accept it, this service will also not be supported.
5 If we are unable to provide this service as agreed due to the promulgation or change of laws, regulations, rules, regulations, guidelines, notices, policies and other normative documents issued or amended by the relevant national competent authorities, it does not constitute a breach of contract. We may change the content of this agreement, suspend or terminate this agreement in advance according to relevant regulations, but we will make reasonable efforts to protect your legal rights and interests.
6 You understand and agree that we are not a judicial institution and can only identify the evidence materials submitted by you and the merchant based on the knowledge level of ordinary, non-professional personnel. Our mediation of transaction disputes is entirely based on your entrustment. We cannot guarantee that the results of transaction dispute handling meet your expectations, and we do not bear any responsibility for the results of transaction dispute mediation and compensation decisions. You should ensure the authenticity and legality of the evidence materials you submit, and bear the risks and responsibilities of false information and data provided by you or the merchant. If you suffer losses as a result, you agree to claim compensation from the beneficiary on your own. At the same time, you agree that all and all liabilities we have in connection with this Agreement and arising from the signing and performance of this Agreement, whether related to breach of contract or infringement, whether due to intent or negligence, and whether you have paid or given us any fees, payments, or benefits, shall not exceed the amount required by the merchant's guarantee fund standard in any case, which does not affect our rights to exemption and limitation of liability under this Agreement, other agreements we participate in, and Space7 platform rules.
V. Termination of the Agreement
1 Natural Termination
(1) Unless otherwise agreed by the parties to the Agreement, this Agreement shall terminate at the same time when the performance of this Agreement is completed and the "Payment Authorization Service Agreement" signed between the user and Mu Sigma is terminated for any reason;
(2) This service shall terminate in accordance with the provisions of Article 8, Section 2 of this Agreement.
2 Notice of Termination: We have the right to terminate this Agreement by giving written notice thirty (30) days in advance.
3 In the event of the following circumstances, unless otherwise agreed by the parties to the Agreement, we have the right to terminate this Agreement:
(1) The user violates this Agreement and reaches the extent that the cooperation must be terminated according to the provisions of this Agreement;
(2) If the user violates this Agreement and fails to rectify the violation after being notified by us and given a reasonable period of time, this Agreement will be automatically terminated at the expiration of the corresponding reasonable period;
(3) The merchant fails to log in to the Space7 platform with the service account and password for more than ninety (90) days;
(4) Other circumstances in which we have the right to remove the user.
4 Handling of matters related to the termination of the Agreement
(1) After the termination of the Agreement, we have no obligation to retain any information in or related to the merchant account for the user, or forward any information that has not been read or sent to the merchant or any third party. Unless otherwise provided by law, we will not be liable to the merchant or any third party for the termination of this Agreement; the compensation and liability caused by the user's behavior before the termination of this Agreement shall be borne entirely and independently by the user;
(2) After the termination of the Agreement, we have the right to retain the user's registration data and transaction behavior records. If the user has committed any illegal or infringing behavior on the Space7 platform before the termination of this Agreement, we may still exercise the rights stipulated in this Agreement;
(3) If the merchant has uploaded data information but has not yet reached a transaction before the termination of the Agreement, we may not provide this service for such data when this Agreement terminates; if the merchant has reached a transaction with the user for certain data, the merchant and we will continue to perform our respective rights and obligations agreed upon under this Agreement for such data until the order is completed.
5 If this Agreement is terminated during the validity period of the Agreement and not due to the merchant's breach of contract or fault, the merchant may request us to refund the unfulfilled service fee to the merchant's designated Mu Sigma account based on the original invoice issued by us for this Agreement (if already issued) and a refund application. If the unfulfilled service fee has been invoiced, the merchant shall return the original invoice to us when applying for a refund or cooperate with us to cancel the corresponding invoice. In other cases, when this Agreement is terminated, the unfulfilled service fee will be directly offset against the liquidated damages or compensation payable by the merchant.
6 Even if this Agreement is terminated, we still have the right to handle merchant claims resulting from transactions that occurred during the validity period of this Agreement in accordance with the provisions of this Agreement, including using your funds to compensate the merchant.
VI. Liability for Breach of Contract
1 If a merchant violates relevant laws and regulations, infringes on user rights or other acts that violate this Agreement, the merchant shall pay us corresponding liquidated damages in accordance with this Agreement, of which the merchant shall compensate us for the losses (if any) suffered as a result of this, including:
(1) reasonable attorney fees paid by us and necessary expenses incurred to eliminate the impact;
(2) loss of our goodwill and reasonable expected profit loss
(3) other losses suffered by us as a result of this.
2 If a user fails to pay any amount to us at the expiration of any period, unless otherwise agreed in this Agreement, the user shall pay us a liquidated damages of 5% of the unpaid amount per day from the date of overdue.
3 A party to the agreement shall not bear liability for breach of contract if it exercises the right to terminate the contract in accordance with the provisions of this Agreement.
4 If a user violates the provisions of this Agreement, the user shall compensate us for the losses (such as reasonable expected profit loss, etc.) caused by this.
5 When we cause damage to the interests of the merchant due to intentional or gross negligence, our liability for breach of contract or compensation to the merchant shall be calculated based on the merchant's direct actual loss.
VII. Others
6.1 Prohibition of Bribery: Both parties promise to prohibit all commercial bribery and other improper behaviors during the cooperation period.
6.2 If there is a possible conflict of interest between our employees and you, or if there is an act of related-party transaction, if it is verified to be true, we have the right to unilaterally terminate the contract and reserve the right to pursue your legal liability.
6.3 Both parties have set up a special supervision and management department and a legal department to jointly manage and be responsible for the investigation, evidence collection and handling of various commercial bribery complaint cases. We will conduct investigations in accordance with the principles of confidentiality and objectivity. For your assistance, we will give you more opportunities according to the circumstances.
The firm's name is derived from the statistical terms "Mu" and "Sigma," which symbolize a
probability distribution's mean and standard deviation, respectively.