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Distribution and Channel Partner Agreement

Sets out the scope of distribution authorisation, commission rules, brand usage rules and promotion compliance requirements.

Version: 1.0 Effective: 2026-11-01 Document no.: IL-LEGAL-DIST-1.0 Language: English

Contents

The Chinese version of this Agreement prevails. Other language versions are provided for convenience only; in case of ambiguity or conflict, the Chinese version shall prevail.
Document no.IL-LEGAL-DIST-1.0
Version1.0
Effective2026-11-01
Applies toAll agreements and policies

Article 1 Authorisation and Commission

Under terms confirmed in writing or online, the Platform grants the channel partner a non-exclusive right to promote Platform products and services within the agreed territory and channels. Unless expressly agreed otherwise, the right is non-exclusive and excludes investment solicitation or agency contracting authority.

Commission rates, settlement cycles and calculation bases are as published in the partner console; attribution for the same customer across multiple channel paths follows the first valid attribution record.

Channel partners shall not contract, collect payment or make commitments in the Platform’s name, nor unilaterally alter prices, policies or benefit descriptions.

Article 2 Promotion Compliance and Brand Use

When promoting, channel partners shall describe Platform services truthfully and accurately, shall not make false or misleading statements, shall not promise returns or guarantee transactions, and shall not use unauthorised expressions such as "official exclusive" or "designated agent".

Where the Platform’s name and marks are used with authorisation, the partner shall comply with the Intellectual Property Statement and Infringement Complaint Rules and cease use immediately upon termination of cooperation.

Article 3 Definitions

"Platform" means the website, applications, interfaces and all related services provided by the operator; "User" means any natural person, legal person or unincorporated organization that accesses or uses the Services; "Services" means all products and business publicly offered and orderable on the Platform.

Terms such as "matched pair", "resource package", "data package", "membership benefit" and "information report" shall have the scope and quantities stated on the corresponding pages of the Platform.

Article 4 Acceptance and Effectiveness

By browsing, registering, placing an order, making a payment, calling an interface or otherwise using the Services, the User is deemed to have fully read, understood and agreed to this Agreement and the related rules published on the Platform. Those who do not agree shall immediately stop using the Services.

This Agreement takes effect on the date the User first uses the Services and remains in force until the account is closed or the Platform terminates the Services in accordance with this Agreement. The Platform may update this Agreement in line with business and legal requirements; updates take effect upon publication.

Article 5 Account and Eligibility

The User shall have the legal capacity appropriate to the transactions concerned. A User acting for a legal person or unincorporated organization warrants that it is duly authorized and is responsible for all acts of that entity.

The User shall provide true, accurate, complete and valid identity and entity information and shall update it promptly upon change. The User bears the consequences of untrue, outdated or incomplete information; the Platform may verify information and refuse or suspend the Services accordingly.

Article 6 User Obligations and Conduct Undertakings

The User undertakes not to use the Platform for anything unlawful, contrary to public order and good morals, or infringing the lawful rights of third parties, including without limitation publishing false information, forging qualifications, infringing intellectual property, commercial bribery, money laundering or sanctions evasion.

The User shall not interfere with or disrupt the normal operation of the Platform, shall not scrape, copy or resell Platform data beyond the scope authorized, and shall not use Platform data for any unlawful purpose or any purpose conflicting with the lawful rights of third parties.

Article 7 Fees, Pricing and Payment

Prices, billing units and validity periods of the Services are those displayed on the corresponding Platform page at the moment of ordering. The Platform may adjust prices in accordance with law; adjustments do not affect orders already concluded and paid.

The User shall pay in the manner designated by the Platform and quote the order number when paying. For bank transfers, the amount and time actually credited to the Platform account shall govern; remittance charges, foreign-exchange losses and overseas bank fees are borne by the User.

If payment is not made in full within the agreed period, the Platform may cancel the order or suspend delivery. Service fees are non-refundable once delivered, unless mandatory law provides otherwise or the parties agree in writing.

Article 8 Invoicing and Taxes

The Platform issues invoices or receipts in accordance with law based on amounts actually received. The User shall provide an accurate title, tax identification number and delivery method; re-issuance costs caused by incorrect User information shall be borne by the User.

Each party bears the taxes it is legally required to pay. In cross-border transactions, where withholding is required by law, the Platform may deduct the relevant tax from amounts payable and provide the User with a tax payment certificate.

Article 9 Intellectual Property

Intellectual property in the Platform’s site structure, page design, database arrangement, algorithmic models, document templates, trademarks and logos belongs to the Platform or the relevant rights holder and is protected by law. The User shall not use, copy or apply to register identical or similar marks without authorization.

The User warrants that it holds lawful rights or sufficient authorization over any content it uploads or submits and grants the Platform the right to use it to the extent necessary to provide the Services. Third-party claims arising from User content shall be borne by the User, who shall indemnify the Platform for resulting losses.

Article 10 Term, Suspension and Termination

This Agreement remains in force from its effective date until the parties’ rights and obligations are fully performed or it is terminated in accordance with its terms. Membership and subscription services run from the start and end dates stated in the order; rights automatically end if not renewed on expiry.

The Platform may suspend or terminate the Services without liability in any of the following cases: material breach by the User of this Agreement or Platform rules; provision of false information or fraudulent conduct; request by a competent authority; or termination, bankruptcy or liquidation of the User.

Termination does not affect rights and obligations accrued before termination, nor the survival of confidentiality, intellectual property ownership, limitation of liability and dispute resolution provisions.

Article 11 Notices and Service

The Platform may send notices to the User via on-site messages, the order page, email, SMS or other means it deems appropriate. A notice is deemed served when sent to the contact details provided at registration or order, or subsequently updated by the User.

The User shall keep its contact details true, valid and up to date. Failure to receive a notice due to incorrect, invalid or un-updated contact details constitutes valid service, and the User bears the consequences.

Article 12 Limitation of Liability and Indemnity

Where direct loss to the User is caused by the Platform’s own fault, the Platform’s liability is limited to the fees the User has actually paid for the matter in dispute. The Platform is not liable for indirect or consequential loss such as lost profits, lost opportunities or data replacement costs.

The User shall indemnify and hold harmless the Platform and its affiliates against claims, penalties or losses arising from the User’s breach of law, this Agreement or Platform rules, or its infringement of third-party rights.

Article 13 Governing Law and Dispute Resolution

The formation, validity, interpretation, performance and dispute resolution of this Agreement are governed by the laws of the People’s Republic of China (excluding its conflict-of-law rules and the laws of Hong Kong, Macao and Taiwan, China).

Disputes arising from this Agreement shall first be resolved through friendly negotiation; failing that, either party may bring an action before the competent people’s court at the place where the Platform operator is domiciled. During dispute resolution, the parties shall continue to perform the provisions unaffected by the dispute.

Article 14 Language Versions

The Chinese version of this Agreement prevails, with the English version as a reference translation. Other language versions are provided solely for convenience and do not vary the Chinese version.

In case of ambiguity, omission or conflict between the Chinese version and any other language version, the Chinese version prevails; translation errors in any language do not affect the validity of the Chinese version.

Article 15 Miscellaneous

This Agreement, together with the rules published on the Platform and the terms stated on the order page, constitutes the entire agreement between the parties on the matters concerned and supersedes all prior oral or written communications on those matters.

If any provision is held invalid or unenforceable, the remaining provisions remain in effect, and the parties shall replace it with a lawful provision closest to the original intent. The User may not assign its rights or obligations without the Platform’s written consent; the Platform may assign them to an affiliate in accordance with law.

No failure or delay by a party in exercising any right under this Agreement constitutes a waiver of that right.

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