Temu Seller EU Services Agreement

This Temu Seller EU Services Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the services provided by us through the Temu APP and the Temu.com website (collectively, the “Temu Platform”) and is an agreement between you and us. As used in this Agreement, “we,” “us,” “Temu” or similar terms shall mean Whaleco Technology Limited, an Irish company with registered address at First Floor, 25 St Stephens Green, Dublin 2, Ireland, “you” shall mean the seller applicant, the “Parties” shall mean you and us, and a “Party” shall mean either you or us. Solely for the purpose of this Agreement and other Temu EU Seller Rules, “EU” mentioned in this Agreement and other Temu EU Seller Rules refers to the European Union and the European Economic Area.

In addition to the terms and conditions contained in this Agreement, this Agreement also includes the following rules and content:

- Seller Privacy Policy;

- Seller Cookie Policy;

- EU Seller Code of Conduct;

- EU Seller Fulfillment Policy;

- EU Anti-Fraudulent Transaction Policy;

- Temu Product Safety and Compliance Policy;

- EU Extended Producer Responsibility (EPR) Policy (if you also sell products on Temu Platform in countries outside of the EU, the corresponding Extended Producer Responsibility (EPR) Policy of such countries may also apply, which will not affect the effectiveness of the EU Extended Producer Responsibility (EPR) Policy);

- Global Data Protection Exhibit – C2C DPA;

- EU Third Party Payment Service Providers;

- EU Seller Shipping Fee Charts;

- EU Seller Fulfillment Violation Fee Chart;

- Our Face Verification Processing;

- EU Seller Advertising Services Terms (as applicable);

- Temu Advertising Service Usage Guidelines (as applicable);

- Monetary Restriction Policy for Fraudulent/Deceptive Registration;

- other rules, specifications, policies applicable to you that we publish from time to time at the Temu EU Seller Center (collectively referred to as the “Temu EU Seller Rules”).

Please review this Agreement, including the Temu EU Seller Rules, carefully and fully understand its terms and conditions. If you register a Temu seller account from the Temu EU Seller Center or use the services under this Agreement, it means that you have fully understood and agreed to be bound by the terms and conditions of this Agreement.

1. Overview

1.1. The Temu EU Seller Rules are inseparable parts of this Agreement and have the same legal effect. If you use the Services (as defined below) on behalf of an entity, “you” refers to the business entity employing the applicant and any Affiliate (as defined below), and you represent to us that you have all rights and authority necessary to bind that entity to this Agreement. If you use the Services as an individual, “you” refers to the applicant.

1.2. We may amend (including revise, add, abolish, restate) this Agreement (including the Temu EU Seller Rules) from time to time for legal, compliance, security, commercial or other reasons and publish the revised terms at the Temu EU Seller Center , which is the online portal and tools provided to you to facilitate the operation and management of your Temu seller account, including sub-accounts under it ("Your Account"). We will also send you an email notification of the revised terms. The revised terms will take effect on the fifteenth (15th) calendar day commencing from the date of their publication at the Temu EU Seller Center and if applicable when we sent you an email notification, unless a later effective date is otherwise specified.

1.3. Notwithstanding the above, the revised terms will take effect immediately upon publication if the change is (i) for legal or regulatory reasons which do not allow us to respect the notice period specified in Section 1.2, (ii) to protect us, our suppliers or our customers from fraud, malware, spam, data breaches or other cybersecurity risks, (iii) for minor changes to the Services which do not materially adversely affect your use of the Services, or (iv) to restrict products or activities that we deem unsafe, inappropriate or offensive. If you do not agree with the revised terms, you should stop using the Services immediately and terminate this Agreement in accordance with Section 22.1. If you continue to use the Services after the revised terms become effective, then you shall be deemed to have fully accepted and agreed to be bound by the revised terms. The Parties hereby confirm that unless otherwise agreed with regard to the effectiveness of the Temu EU Seller Rules, this Agreement will replace all previous agreements between us and you regarding the use of Services as defined below.

1.4. The Services under this Agreement may be provided by one or more of our Affiliates and/or through one or more of our branches. Under any circumstances, this will not affect the validity of this Agreement and the rights that you enjoy and obligations and responsibilities that you undertake under this Agreement. For the avoidance of doubt, we shall be entitled to decide which Affiliate will, or through which branch we will actually provide the Services to you at our sole discretion. For purposes of this Agreement, “Affiliate,” with respect to an entity, means any other entity that controls, is controlled by, or is under common control with such entity. The term “control,” including controlling, controlled by and under common control with, means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

2. Service Content

2.1. The services provided by us and our Affiliates/branches to you under this Agreement enable you to offer products and services directly on the Temu Platform, which may include but are not limited to internet information technology services, software technology services, e-commerce transaction processing services and other related services (collectively referred to as the “Services”).

2.2. Subject to Section 1.2 above, we may decide and change at any time and from time to time all aspects of the Services, including but not limited to their design, functionality, display, content, interface, availability and accessibility.

2.3. In order to understand our Services and their functioning, we invite you to read the following terms carefully:

(1) Ranking. Temu helps users find the items they are looking for. The order of search results is primarily determined by factors that best align with a consumer's search terms, evaluated through the relevance of product intrinsic characteristics (e.g., size, material, and specifications) and product features (e.g., product category, title, price, images, and affiliated store) to the search terms, as well as factors that indicate consumer preferences, such as searching and browsing history. We summarize how Temu’s recommender systems work in Section 27 hereunder. The seller may influence the ranking of their products through using the advertising services as described in EU Seller Advertising Services Terms and other applicable Seller Advertising Services Terms (if any) , which may include more prominent placement or higher ranking of products that are subject to the use of advertising services by a seller.

(2) Ancillary goods and services. We may, from time to time, provide or permit third parties to provide ancillary goods and services to consumers using our platform. These goods and services are offered in addition to and complement the primary goods or services provided by Temu sellers and are made available prior to the completion of a transaction on Temu (for example, installment payment product). Sellers are also permitted to offer ancillary goods and services that complement their primary products, provided that such offerings comply with all applicable regulations and adhere to the Temu EU Seller Rules.

(3) Affiliate program. We provide an affiliate and influencer program that allows individuals to join and earn commissions. For additional information, please visit our affiliate and influencer program page.

3. Service Fees

3.1. You will incur service fees for using the Services. Service fee details are set out in the applicable Temu EU Seller Rules or announcements displayed in the Temu EU Seller Center . The service fees shall be calculated based on the transaction data recorded in the system of the Temu Platform. You authorize us to deduct service fees payable to us directly from Your Account or to take other measures in accordance with Section 3.3 or otherwise provided under this Agreement. If the balance of Your Account is insufficient, you shall promptly make up the difference or we may charge Your Card for the amount in accordance with Section 3.3.

3.2. To use the Services, you shall provide us with valid information of at least one credit card or debit card acceptable by us (“Your Card”). You shall update such information so that it is always accurate, complete and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify the information of Your Card, obtain credit reports about you from time to time, obtain credit authorizations from the issuer of Your Card, and charge Your Card for any sum payable by you to us.

3.3. For any amount that is due and payable to us in accordance with the terms of this Agreement or the Temu EU Seller Rules, including but not limited to the amount of any deductions to be applied to Your Account, we may: (i) offset it against any payment we make to you or amount we may owe you; (ii) charge Your Card or any other payment instrument you provide to us; (iii) send you the unpaid invoice, in which case you will pay the invoiced amount upon receipt; or (iv) collect it from you by any other lawful means. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in euros or the local currency in the countries where the products will be offered for sale, and all payments contemplated by this Agreement will be made in euros or the local currency in the countries where the products will be offered for sale. In the event of any discrepancy as to which currency applies in either case, this shall be determined by Temu.

3.4. When you provide us with or update Your Card in accordance with Section 3.2, we reserve the right to temporarily restrict the withdrawal of funds from Your Account. This restriction will remain in place until the new information is successfully verified and bound to Your Account.

4. Account Registration and Store Opening

4.1. In order for you to receive the Services, you must register a Temu seller account by completing the registration process for one or more Services as instructed in the Temu EU Seller Center. As part of the registration process and at any time during the use of the Services, you shall provide us with your (or your business’s) legal name, address, phone number and email address, as well as other information or documentation that we may request or which is required under applicable law. Any personal data you provide to us will be processed in accordance with Temu’s Privacy Policies. You shall only be entitled to use the name that you are authorized to use in connection with the Services, and you shall update all information you provide to us in connection with the Services as necessary to ensure that it remains accurate, complete, and current at all times. You shall authorize us (and shall provide us with documentation evidencing your authorization upon our request) to verify your information (including any updated information).

4.2. You shall ensure that any logo, mark, design, image or word used in connection with Your Account and online store on the Temu Platform does not infringe on any other person’s intellectual property rights or violate any Applicable Laws (as defined below). Temu reserves the right to take any necessary measures, including removal or temporary suspension, against any content, including but not limited to any logo, mark, design, image or word, which Temu believes to be in violation of the terms of this Agreement.

4.3. We may communicate with you regarding your listings, orders, sales and the Services through the Temu EU Seller Center, email or other methods. You must send all notices and other communications regarding the Services in accordance with the methods described in Section 28.1 of this Agreement. The Temu EU Seller Center also enables communication between you and buyers and you should avoid communication with buyers outside of the Temu Platform.

5. Use of Account

5.1. You shall properly maintain and use Your Account, and you shall bear sole and full responsibility for any operation, action or commitment performed, taken or completed through Your Account, regardless of whether such operations, actions or commitments are undertaken by you or a third party (including your employees, contractors, or agents). You understand and agree that Your Account integrates large amounts of data, providing you with services including but not limited to business analytics, special tools, products listings display, market analyses, and other relevant services (subject to the information displayed in Your Account). You acknowledge and agree that such data remain Temu’s exclusive property and constitute Confidential Information under this Agreement. Your Account is for your sole use only. You shall not share Your Account with or open sub-accounts for another person. You shall maintain the confidentiality and security of your user login name and password and shall be solely responsible for the use and loss of such information. We are not responsible for unauthorized use of Your Account. If you believe an unauthorized third party may be using Your Account or if the user login name and password to Your Account are leaked or stolen, you must change them and notify us immediately.

5.2. When you use Your Account, you shall comply with all applicable laws, regulations, rules, industry standards, public policies, business ethics codes, internationally accepted labor and human rights standards, and codes of conduct of all applicable countries and regions (including but not limited to the countries and regions of your location, buyer’s location, product origin, sales destination and export location) (“Applicable Laws”), in addition to the terms of this Agreement. You shall not offer any product on, or otherwise use the Temu Platform in a manner that is considered by us to be illegal, fraudulent, harmful to the reputation of the Temu Platform, or detrimental to the interests of consumers.

6. Deposit and Security Measures

6.1. We may require that you maintain a certain balance as deposit (the “Deposit”) in Your Account to secure the performance of your obligations under this Agreement or to mitigate the risks of returns, chargebacks, claims, disputes, violations of our policies, breach of this Agreement, or other risks to us, buyers or third parties. We may adjust the amount of the Deposit based on your behavior and risks to us and/or third parties. We shall not be obliged to pay interest or any other proceeds with respect to the Deposit. If the balance in Your Account is insufficient to cover the Deposit due to increased requirement or deduction, you shall pay or cause the payment of the difference into Your Account within the period specified by us.

6.2. In the event of any returns, chargebacks, claims, disputes, violations of our policies or breaches of this Agreement, we may immediately deduct from the Deposit the amount owed by you and pay to the appropriate party. If the Deposit is insufficient to compensate for such amount, you shall promptly pay the difference.

6.3. As a security measure, to the extent permitted by Applicable Laws, we may impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you if we do not proceed with a transaction or disbursement that would exceed any limit established by us for security reasons.

6.4. If we determine with reasonable certainty based on a sufficient factual basis that Your Account, or any other account you have operated, has been used to engage in deceptive, fraudulent, or illegal activity, or your use of the Services has caused or is likely to cause serious harm to the legitimate interests of buyers, us, other sellers or third parties (“Allegations”), we may in our sole discretion permanently withhold any payments to you. You may appeal against the Allegations in accordance with our instructions in Temu EU Seller Center, and we will continue the payment if your appeal is supported by us.

7. Rights and Licenses

7.1. You grant us a royalty-free, non-exclusive, non-transferrable (except as provided in Section 28.2), worldwide right and license, during the term of this Agreement and during any and all post-termination periods in which we are entitled to retain certain materials, information, and data, pursuant to Section 22.4., to use, any and all Your Materials for the purpose of offering and maintaining the Temu Platform, the Services, and other Temu products or services, and to sublicense the foregoing rights to our Affiliates/branches and operators of websites or mobile applications on which the Temu Platform or its products or services are syndicated, offered, advertised or described; provided, however, that we will not change any of your trademarks (other than resizing them for presentation purposes). For purposes of this Agreement, “Your Materials” means the following items or information provided by you to us or our Affiliates/branches in connection with your use of the Services: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the relevant laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; (c) software, hardware, code, technology, or other functional item; (d) copyrightable works under applicable law and content protected by database rights under applicable laws; (e) trademarks (including service mark, trade dress, trade name or any other source or business identifier, protected or protectable under any laws).

7.2. You grant us a worldwide, non-exclusive, irrevocable, royalty-free, fully paid-up right and license, for the duration of your original and derivative intellectual property rights, to use, copy, modify, sell, publish, distribute, sublicense and create derivative works based on your suggestions, comments, or feedback regarding the Temu Platform (collectively “Feedback”) in any manner or for any purpose. To the extent permitted by Applicable Laws, we may, in our sole discretion, and without compensation to or attribution of you or any third party use Feedback in any way, including in future modifications of the Temu Platform.

8. Products

8.1. You represent, warrant and covenant that: (i) you have all the necessary rights, permits, licenses, authorizations and capacities to offer, sell and promote all products you list on the Temu Platform (“Your Products”); (ii) Your Products comply with the Applicable Laws (including but not limited to laws relating to product liability, health, safety and compliance, quality standards, accessibility, consumer protection and protection against forced or child labor); (iii) the offer and sale of Your Products, distribution and marketing comply with the Applicable Laws (including laws relating to minimum age, marking and labeling requirements, instruction (including but not limited to warnings and precautions), use and maintenance information, pricing information, accessibility information, export and import restrictions, sanctions, advertising and consumer protection, as well as all applicable import and export laws and regulations); and (iv) all items sold must be correctly declared to customs authorities in your exporting country (if applicable), and the necessary documentation and information (including but not limited to product descriptions, Harmonized System classification, value, quantity, country of origin, permits and other required information in your exporting country) must be provided and match with items exported or imported upon request. For returned items, if export clearance is legally required, you shall be responsible for handling export clearance, providing necessary documents, and ensuring returned goods meet the destination country’s customs requirements.

8.2. You shall ensure that all information regarding Your Products provided by you (i) is true, accurate, current, clear, complete, not misleading and complies with the Applicable Laws and the terms of this Agreement, (ii) do not contain any sexually explicit, defamatory or obscene content, and (iii) does not infringe any third party’s intellectual property rights, and (iv) with respect to instructions in products offered for sale in the Switzerland (including but not limited to warnings and precautions), use and maintenance information about Your Products are made available in German, French and Italian, unless otherwise permitted by Applicable Laws.

8.3. You shall cooperate with all regulatory authorities’ inquiries and investigations about Your Products in a timely manner as required. You shall be responsible for (and for the monitoring of) any public or private recall or safety warning relating to Your Products, including those due to any non-conformity or defect of Your Products. You shall notify us in writing immediately upon becoming aware that any of Your Products is subject to a recall or a safety alert either publicly or privately or you otherwise become aware that Your Products may be considered by any regulatory authority or consumer organization to be unsafe and/or defective. You understand and agree that if Your Products are subject to a recall or a safety alert, we shall be entitled to actively cooperate with the regulatory authorities and take corrective measures in connection with such products as we consider appropriate and/or as required by Applicable Laws or requested by regulatory authorities, including but not limited to removing the products from the Temu Platform, issuing risk alerts to buyers, notifying buyers or other relevant parties to destroy/return the products, cancelling orders, applying refunds to buyers and any other measures as requested or suggested by the regulatory authorities or as we see fit. You shall bear all costs and expenses incurred by us and our Affiliates/branches, and shall not claim any compensation or indemnity from us, in connection with such corrective measures. You shall maintain up-to-date and accurate records to enable the immediate recall of any of Your Products from the market. These records shall include details of deliveries to customers (including delivery date, name and address of customer and telephone number and email address if available). You must also keep records of batch numbers, where appropriate.

9. Fulfillment and Delivery

9.1. We will provide order and shipping information to you for each order of Your Products through Your Account. You are solely responsible and bear all risks for the source, offer, sale and fulfillment of Your Products in accordance with the applicable order and shipping information, the terms of this Agreement (including the EU Seller Fulfillment Policy), and all terms relating to the shipping and order fulfillment provided and displayed on the Temu Platform at the time of the order.

9.2. You may choose at your sole discretion a logistics service provider (LSP) from the list in the Temu EU Seller Center to ship orders for you. If you use an LSP on the list in the Temu EU Seller Center to ship orders for you, we may facilitate the issuance of shipping labels by LSPs to you. You shall comply with the applicable shipping label terms. For the avoidance of doubt, the listing of an LSP in the Temu EU Seller Center is not a recommendation or endorsement by us of such LSP, nor do we guarantee the services provided by such LSP. Notwithstanding the aforementioned, the LSPs service may not be available in certain countries, in such cases, you shall arrange the fulfillment and delivery per Section 9.3 hereunder.

9.3. You may also choose an LSP not listed in the Temu EU Seller Center to ship orders for you subject to our prior approval. If you use an LSP not listed in the Temu EU Seller Center, you shall: (i) package and label Your Products in a commercially reasonable manner and in compliance with all applicable packaging and labelling requirements, including any warnings or instructions necessary to safely use Your Products; (ii) strictly comply with the EU Seller Fulfillment Policy including all applicable fulfillment time limits; (iii) retrieve order information at least once each business day; (iv) provide us with the order fulfilment and tracking status as requested by us; (v) ensure that you are the seller of Your Products; (vi) include a packing list and any tax invoice required by law (if applicable) in each package of Your Products; and (vii) identify yourself as the seller of Your Products and the service provider for exchanges, returns, refunds and other related after-sales services. In this Seller EU Services Agreement including the Temu EU Seller Rules, unless otherwise provided by us, “business day” shall mean a day when banks are open for business in the country in which the delivery address is located.

10. Payment

10.1. We use third party payment service providers (each a “Third-Party PSP”) to provide payment services, including but not limited to collection, processing, refund, settlement, payout and currency exchange (the “Payment Services”). In order to receive Payment Services, you acknowledge that you have carefully reviewed and agree to be bound by the terms and conditions of the agreements with the Third-Party PSP agreements set out in Temu EU Third Party Payment Service Providers, which may be amended from time to time. Notwithstanding the aforementioned, as we may provide technical services (including but not limited to the API interaction services) to facilitate such Payment Services provided by Third-Party PSPs, we may charge certain technical services fees to cover our manual and technical costs.

10.2. While we do not provide Payment Services ourselves, we provide services to facilitate and enable Third-Party PSPs to provide Payment Services to you, including but not limited to: (i) assisting you in the relevant registration and certification with Third-Party PSPs; (ii) providing Third-Party PSPs with information about you and underlying transactions; and (iii) providing you with an interface to view transactional and/or account data provided by Third-Party PSPs. You shall provide us with all necessary information and authorizations so that we can perform these services. If we decide to integrate an additional Third-Party PSP on the Temu Platform, to ensure consistent integration across the Temu Platform, we require you to accept and contract with such Third-Party PSP. You shall conclude a service relationship with such Third-Party PSP and do anything that is required in order to enable such Third-Party PSP to process payments for sales relating to your store / your sales. You will comply with all requirements and enter into all documentation and agreements required by such Third-Party PSP or us. To the extent permitted by Applicable Laws, only in the case of important reasons that would make it impossible, illegal or unduly burdensome for you (“Important Reasons”) to contract with such Third-Party PSP you shall have the right to raise your concerns. If such concerns constitute Important Reasons and no solution can be found to properly address them within 4 weeks, you can reject concluding the agreements with the Third-Party PSP. In case of a rejection, we have an extraordinary termination right to terminate our agreement with you and remove you from the platform. Subject to Section 22.2, such extraordinary termination right has to be exercised by us within 4 weeks after your written rejection.

10.3. The customer may choose to pay for their purchase in Euros instead of the local currencies applicable where the products will be offered for sale (the “Customer Local Currency”). For the avoidance of doubt:

(1) if you are sellers with registered accounts in Temu EU site (other than the situations in (2), (3) and (4) below), when the customer pays in Euros, you will still receive settlement from the Third-Party PSP in the applicable Customer Local Currency;

(2) if you are sellers with registered accounts in Temu Norwegian site, both the payment made by the customer and the settlement made by the Third-Party PSP to you will be in Customer Local Currency of Norway;

(3) if you are sellers with registered accounts in Temu EU site, and offer and sell products in Temu UK site, both the payment made by the customer and the settlement made by the Third-Party PSP to you will be in Customer Local Currency of the UK, but the withdrawal of such settlement amount from Your Account will be in Customer Local Currency of the UK and/or Euro;

(4) if you are sellers with registered accounts in Temu EU site, and offer and sell products in Temu Iceland, Swiss, Bosnia and Herzegovina and/or Albania site(s), both the payment made by the customer and the settlement made by the Third-Party PSP to you will be in Customer Local Currency, but (i) in Temu Iceland, Bosnia and Herzegovina and/or Albania site(s), the withdrawal of such settlement amount from Your Account will be in Euro, and (ii) in Temu Swiss site, the withdrawal of such settlement amount from Your Account will be in Customer Local Currency of Swiss, the UK and/or Euro.

The applicable exchange rate between Euros and the applicable Customer Local Currency with regard to the settlement amount shall be as set out at account statement page at Temu EU Seller Center and we will notify you of any changes to it on the Temu Platform (the “Agreed Exchange Rate”). The Agreed Exchange Rate applicable to an order shall be the Agreed Exchange Rate as at the date the customer places their order, not when the Third-Party PSP remits payment to you. For the avoidance of doubt, in the case that the currency of the withdrawal amount is different from that of such settlement amount, the exchange rate applicable to such withdrawal amount will be the rate at the time the Third Party PSP processes the transaction. Temu will facilitate the display of this rate, and you may check it after you submit the payment request on the withdrawal progress dashboard at Temu EU Seller Center.

10.4. You acknowledge and accept that Temu may, from time to time, launch promotional activities that may directly apply discounts to the retail price of Your Products.

11. Tax Provisions

11.1. Unless otherwise provided in Section 11.2 below, you are responsible for collecting, reporting and paying any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other Taxes, regulatory fees, levies, or charges and duties assessed, incurred, or required to be collected or paid for any reason in connection with any offer or sale of Your Products through the Temu Platform and to cooperate with applicable Tax Authorities to fully comply with your legal obligations and conform to the relevant tax policies. To the extent permitted under Applicable Laws, unless specified otherwise, all fees and payments that you pay to us under this Agreement are exclusive of any applicable Taxes, deductions or withholding, and you will be responsible for paying us such applicable Taxes, deductions or withholding. In connection with such payments, you agree to accept electronic invoices in a format and method of delivery as determined by us. For the avoidance of doubt, if we fail to issue invoices duly as required by the Applicable Laws, which is due to your failure to perform your obligations under this Agreement and/or other Temu EU Seller Rules, to the extent permitted by Applicable Laws, you shall hereby agree to not claim nor take any recourse against us, and agree to compensate us for any losses or damages incurred by us due to your failure to perform your obligations under this Agreement and other Temu EU Seller Rules.

11.2. Notwithstanding the provision in Section 11.1, for sales to customers in the UK, the Switzerland, the European Economic Area, or elsewhere outside of the European Union, Temu will, where required under applicable laws, collect and remit VAT to the relevant tax authorities in respect of these transactions.

11.3. Unless approved otherwise in writing by us, the prices of Your Products are inclusive of VATs, customs duties, excise taxes and other taxes that may be applicable to their sales in the applicable jurisdiction.

11.4. In addition to the service fees and subject to Section 11.2 as applicable, you are solely responsible for paying any Taxes, tariffs, government fees or financial charges arising from using the Services. If we are required by law or due to any business needs to withhold and pay any Taxes, tariffs, government fees or financial charges on your behalf, you authorize us to deduct the withholding amount directly from Your Account. If the balance in Your Account is insufficient, you shall promptly make up the difference.

You acknowledge and agree that if any Taxes that should be borne by you are not included in the billing and invoiced amount, you shall still bear such Taxes, and we have the right to seek reimbursement from you for such Taxes. "Taxes" under this Agreement refer to all federal, state, provincial, regional, county, city, local, or foreign taxes of any nature (including but not limited to sales tax, use tax, license tax, excise tax, goods and services tax, value-added tax, stamp duty or transfer tax, levies, import duties, imposts, assessment, duty, fees, charges, or withholding tax), as well as all interest, fines, penalties, or other additional amounts imposed on such taxes.

The term "Tax Authorities" refers to any governmental, national, municipal, local, provincial, state, or other fiscal, customs, excise, or tax authorities, departments, or officials responsible for and capable of imposing, collecting, auditing, assessing, managing, or collecting any Taxes or making any decisions or judgments regarding any Taxes anywhere in the world.

Notwithstanding any other provisions of this Agreement and other Temu EU Seller Rules, if the law requires withholding of any amount, you shall notify us and pay any additional amount required to ensure that the net amount received by us (after any deduction or withholding for Taxes) equals the amount we would have received in the absence of any deduction or withholding for Taxes. Additionally, you shall provide us with documents sufficient to show the payment of the withheld and deducted amounts to the relevant Tax Authorities. We will provide you with reasonable tax filing documents to reduce or avoid any deduction or withholding for Taxes, levies, or any similar amount on payments under this Agreement and other Temu EU Seller Rules. You agree that if tax law requires you to register under an applicable statute, you shall promptly complete such registration and comply with such statute at all times. You agree to promptly share the registration number or other unique identification number with us to enable us to take relevant compliance measures.

11.5. As part of our obligations under Applicable Laws to report and provide information to competent Swiss tax authorities at any time as applicable, you must provide us with the following information as soon as possible and at any time, upon request:

- your name, postal address and e-mail address or website;

- your turnover through the Temu Platform (before deduction of the fees charged by us);

- type of services offered by you;

- name, postal address and e-mail address of the buyer for each of your sales on the Temu Platform

12. After-Sales and Customer Services

12.1. You are solely responsible to provide after-sales services and customer services to buyers in connection with Your Products in accordance with the terms of this Agreement and Applicable Laws. After-sales services include but not limited to order cancellations, returns, exchanges and refunds. In particular, you shall ensure that customers are able to enforce their right of withdrawal and subsequent fulfillment in accordance with Applicable Laws. Customer services include but not limited to processing customer inquiries, complaints and other communicative matters before, during and after the sales of Your Products. Without prejudice to the Applicable Laws on consumer protection, we do not assume any obligation with respect to after-sales services or customer services other than to pass any inquiries to your attention and to make available reasonable information in our possession regarding the fulfillment of Your Products.

12.2. Notwithstanding Section 12.1, to ensure high-quality and consistent buyer experience on the Temu Platform, you authorize us to facilitate the provision of after-sales services, including but not limited to buyers’ applications for order cancellations, returns, exchanges and refunds. We will act in good faith to resolve the applications with information available to us at the time and in accordance with this Agreement and Applicable Laws. You agree to accept and be bound by the resolution determined by us and not to take any further recourse against us or the buyer. If it is determined that a refund and/or other payment needs to be made to the buyer, you authorize us to deduct and pay the amount directly from Your Account to the buyer. If the balance of Your Account is insufficient, you shall promptly make up the difference.

12.3. Notwithstanding Section 12.1, if we determine that the customer services provided by you with respect to a buyer do not comply the applicable Temu EU Seller Rules and/or Applicable Laws, we may facilitate in finding a resolution for you and the buyer. We will act in good faith with information available to us at the time and in accordance with this Agreement. You agree to accept and be bound by the resolution determined by us and not to take any further recourse against us or the buyer, to the extent permitted by Applicable Laws. If it is determined that a refund and/or other payment needs to be made to the buyer, you authorize us to deduct and pay the amount directly from Your Account to the buyer. If the balance of Your Account is insufficient, you shall promptly make up the difference.

12.4. Notwithstanding sections 12.2 and 12.3 above, with respect to any costs incurred by Temu in connection with sales-related activities (including but not limited to discounts or coupons offered to buyers), Temu may, at its sole discretion, either compensate you for such costs or waive its right to deduct the corresponding amount from Your Account. For the avoidance of doubt, in the scenario where your goods are sold to buyers located outside of the EU, Temu will take into account your participation in promotional activities, performance record as well as compliance with Temu EU Seller Rules and Applicable Laws when deciding the amount of any waiver. The parties acknowledge and agree that any amount so waived, or assumed, together with any additional amount expressly approved by Temu for the same purpose, shall be deemed as in exchange for and consideration for the promotional and positive impact exerted by your participation and performance on Temu Platform. The corresponding amount waived or assumed by Temu will be displayed in the Temu EU Seller Center (which may, for display or system purposes only, be labeled as “Platform Incentives”).

13. Temu Sellers Representations and Undertakings

13.1. You represent and warrant that: (i) if you are a company, you are duly organized, validly existing and in good standing under the laws of the country in which you are registered; (ii) if you are an individual, you are at least eighteen (18) years old; (iii) you are fully competent and qualified to operate your business; (iv) you are acting for purposes relating to your trade, business, craft or profession; (v) you have all requisite power, authority, consents and capacity to enter into this Agreement, grant the rights, licenses, permits and authorizations in this Agreement, and perform your obligations under this Agreement; (vi) any information provided or made available by you is at all times true, accurate, complete and not misleading; (vii) you are not subject to any sanctions or otherwise designated on any list of prohibited or restricted parties or affiliated with such a party; and (viii) your use of the Services and performance of your obligations under this Agreement do not, and will not, violate any Applicable Laws or conflict with any material contract, covenant or other obligation by which you are bound.

13.2. We may conduct spot checks and other forms of inspections on your compliance of the terms and conditions of this Agreement, including the Temu EU Seller Rules. You shall provide all reasonable access and cooperation to such spot checks and inspections. You shall ensure that all information submitted by you in connection with such spot checks and inspections is true, accurate, complete and not misleading.

13.3. You undertake to act in good faith and not to engage in (i) any deceptive, malicious or anti-competitive act towards us, buyers or other sellers on the Temu Platform, and (ii) any intentional or reckless conduct that is reasonably likely to disrupt the normal operation or business of the Temu Platform, including but are not limited to:

(1) misuse, exploit or abuse the systems of the Temu Platform; and

(2) misuse, exploit or abuse the policies and rules of the Temu Platform and its promotional events through fake reviews or comments, fraudulent transactions, related-party transactions or any other means.

13.4. You acknowledge that we (and/or Affiliates) have incurred substantial costs to develop, maintain, operate and promote the Temu Platform and to provide the Services to you. You undertake not to, directly or indirectly on your own or through third parties, engage in any conduct that is reasonably likely to cause harm to the goodwill and reputation of the Temu Platform.

13.5. You may have obligations to buyers or others in the event of claims for property damages or personal injuries in connection with Your Products. To the extent permitted by the Applicable Laws, if you currently maintain commercial general, product, umbrella, and/or excess liability insurance to insure against such claims, each policy shall also include us and our Affiliates/branches as additional insured. You may be required to obtain additional insurance. If notified of such requirement, you will have up to thirty (30) days to secure coverage. At our request, you will provide to us certificates of insurance, complete insurance policies, and any other related documents evidencing the required insurance coverage.

13.6. If you violate any provision of this Agreement, including the Temu EU Seller Rules, or we have reasonable grounds to believe that you are about to do so, without prejudice to our rights under Section 6, we shall be entitled to take one or more of the following measures:

(1) withhold part or all of the funds in Your Account and your Affiliated Accounts;

(2) seek damages or compensation from you in accordance with this Agreement;

(3) take any monetary corrective measures in accordance with this Agreement;

(4) suspend, restrict, limit or terminate some or all of the Services;

(5) issue alerts or warnings to buyers about you and/or Your Products;

(6) conduct voluntary or mandatory recalls regarding Your Products;

(7) cancel orders, apply refund and take other remedial measures to compensate buyers of Your Products;

(8) suspend, restrict, limit or terminate part or all of your access to the Services;

(9) suspend or terminate this Agreement; and

(10) take any other measure we deem appropriate to remedy the violation against Your Account and your Affiliated Accounts, including but not limited to taking monetary (e.g. deducting the corresponding amount as liquidated damages) or non-monetary corrective measures (e.g. suspending, restricting or terminating the function or access) against your Affiliated Accounts, including suspending your store, terminating your contractual relationship, and/or preventing you and your affiliated parties from re-entering the platform.

14. Indemnification

14.1. If anyone, including but not limited to customers, service providers, suppliers, business partners, government agencies, Tax Authorities and third party rights holders, makes a claim or takes any kind of action against us in connection with:

(1) Your Products, including their offer, sale, fulfilment, refund, cancellation, return, adjustment, destruction, recycling, waste disposal, and any personal injury or property damage related to them;

(2) Your Materials, including but not limited to your store profile, product listings, communications with customers;

(3) the infringement of any third party intellectual property rights and/or Applicable Laws because of Your Products, Your Materials, work product, logo, mark, design, image, and any other content uploaded, represented, published, distributed, disclosed, shared, reproduced, or otherwise used in connection with Your Account and online store on the Temu Platform;

(4) actions we have taken or fail to take in reliance of information you provided or omitted to provide to us, including our exercise of rights or authorities you granted to us pursuant to this Agreement;

(5) actions you have taken or fail to take including but not limited to any breach of this Agreement including the Temu EU Seller Rules (each a “Third Party Claim”),

then you must, to the largest extent permitted by the Applicable Laws, at our option and request, either help us defend or deal with the Third Party Claim or defend or deal with it on our behalf, in each case at your own expense. If we defend or deal with the Third Party Claim, we may select our own legal counsel to represent our interests.

14.2. To the extent permitted by Applicable Laws, you must pay us an amount (calculated on a full indemnity after-tax basis) equivalent to any liabilities, fines, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and any tax liabilities or third party charges such as brokers’ fees, and any environmental or extended producer responsibility fees, charges, contributions, levies, or similar costs, such as waste management or recycling fees and any taxes imposed thereon) and all interest, penalties and legal costs and all other reasonable professional costs and expenses (liabilities) we incur arising out of or in connection with any Third Party Claim.

14.3. You shall give prompt written notice to us of any proposed settlement of a Third Party Claim. Notwithstanding anything in this Section 14 to the contrary, you may not, without our prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding any Third Party Claim.

14.4. You acknowledge and agree that if you sell any products through Temu Platform where Temu may be deemed as supplier of such products for tax purposes and be responsible to collect VAT from the customer at checkout and remit this directly to relevant tax authorities under prevailing laws and regulations, we shall be entitled to deduct the corresponding amount from the proceeds in Your Account and pay the applicable tax on your behalf.

15. Affiliated Accounts

15.1. Unless with our prior approval, you may only register one account for each region in which you sell. You may open sub-accounts under Your Account for operational convenience or other legitimate business reasons. For all purposes of this Agreement, all sub-accounts under Your Account are considered Your Account, and all accounts registered by you or your affiliates are considered your affiliated accounts (the “Affiliated Account”). Your use of the Affiliated Accounts is subject to and governed by this Agreement in the same manner as Your Account.

15.2. If one of your Affiliated Accounts violates the Temu EU Seller Rules or this Agreement, we may suspend, restrict or terminate some or all of the functions of some or all of your Affiliated Accounts.

16. Limitation of Liability

16.1. Each Party is only liable for damages incurred as a result of willful misconduct or gross negligence. With respect to damages incurred as a result of negligence, each Party is only liable for personal injury and foreseeable property damages.

17. Confidentiality and Publicity

17.1. You may receive information, documents, data, contents, materials relating to us, the Services or users of the Temu Platform you obtained during the course of your use of the Services that is not known to the general public, including but not limited to: (i) information unique to specific users such as customer personal data; (ii) information about the Services such as business reports, trade insights, technical specifications, operational data, marketing events and terms; and (iii) information about us such as employee identity and position information (collectively, “Confidential Information”).

17.2. You acknowledge that all Confidential Information other than customer personal data remains our exclusive property. You shall keep Confidential Information strictly confidential and use Confidential Information only to the extent necessary for your use of the Services or compliance with Applicable Laws. You shall be strictly prohibited from using Confidential Information for any other purpose. You shall not disclose, use, copy, transfer or permit a third party to use Confidential Information without our prior written consent. Notwithstanding the foregoing, you may share Confidential Information with government entities that have jurisdiction over you to the extent required by law, provided that where possible you contact us before disclosure and limit the disclosure to the minimum extent necessary and state the confidential nature of the information shared clearly to the government entity.

17.3. You can request access to your data, please visit the Support Center in the Temu EU Seller Center, where detailed information about the process is available, during the term of this Agreement or upon expiry of this Agreement. The types of data that can be provided are identified in accordance with the Seller Privacy Policy and applicable statutory provision.

17.4. You shall take all reasonable steps to protect Confidential Information from unauthorized use or disclosure. At our request, you must immediately return or permanently destroy and delete Confidential Information.

17.5. Unless provided otherwise, (i) we act as an independent controller of any customer personal data collected through the Services to the extent the processing of such data is required by us to provide and improve the Services; (ii) you act as an independent controller of the customer personal data received by you through the Services to the extent the processing of such data is required to fulfill orders, provide associated services, or comply with applicable law.

17.6. When processing customer personal data, you must: (i) comply with all applicable data protection laws and regulations; (ii) keep customer personal data confidential at all time; (iii) implement all reasonable measures to protect customer personal data against any breach; (iv) promptly notify us if you become aware of a breach and take appropriate remedial measures; (v) provide prompt cooperation and assistance as we may reasonably request to meet our obligations under applicable data protection laws and our data protection protocols; and (vi) be responsible for providing notice to data subjects in respect of the customer personal data (where required under applicable data protection laws) and responding to data subject requests in accordance with applicable data protection laws.

17.7. You may not use our name, trademarks, logo or other proprietary rights in any way without our prior written consent. You shall not issue or make any public statement about the Services without our prior written consent. You shall not misrepresent your relationship with us, including but not limited to claiming to have with us brand partnership, commercial alliance, licensing relationship, advertising endorsement, marketing sponsorship or similar arrangements.

17.8. Pursuant to or in compliance with Applicable Laws including the EU Digital Services Act, upon request from a competent government authority or to protect the integrity and operation of the Temu Platform, we may access and disclose (including on the Temu Platform) any information we consider necessary or appropriate, including but not limited to information about Your Account, your contact details, business registration information, physical addresses, IP addresses and Your Materials. You expressly authorize us to disclose such information in such cases.

18. Force Majeure

18.1. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

19. Relationship of Parties

19.1. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. Nothing in this Agreement shall be construed to give any third party beneficiary right to any person other than the Parties with respect to this Agreement.

20. Anti-Commercial Bribery and Conflicts of Interest

20.1. You shall not, and shall ensure that your employees, agents and representatives shall not, directly or indirectly, make, offer or promise any illegal or improper bribe, kickback, payment, gift, paid travel or other forms of entertainment, or thing or service of value (“Improper Benefit”) to any of our employees, consultants, agents, contractors or representatives.

20.2. You shall not, and shall ensure that your employees, agents and representatives shall not, directly or indirectly, enter into any business partnership, collaboration, transaction with any of our employees, consultants, agents, contractors or representatives (“Improper Business Relationship”).

20.3. If you discover that any of our employees, consultants, agents, contractors or representatives solicits or accepts any Improper Benefit or Improper Business Relationship, you shall promptly notify us by visiting the Support Center in the Temu EU Seller Center, and provide reasonable assistance to our investigation.

21. Compliance with Applicable Laws

21.1. You agree to comply with all applicable import and export control laws, statutes, and regulations in your performance of this Agreement, including but not limited to the requirements of the Export Administration Regulations, 15 C.F.R. 730-774, and the Office of Foreign Assets Control (“OFAC”) regulations, Chapter V to 31 C.F.R., et seq, as well as the applicable sanctions, laws and regulations administered by the European Union, the European Economic Area, Switzerland and the United Kingdom. This includes but is not limited to you refraining from sourcing any items from: (i) any origin subject to a comprehensive embargo by the U.S. Department of State or Treasury including for purposes of this agreement Iran, Syria, Cuba, and North Korea as well as the Crimea, the so-called Donetsk People’s Republic (“DNR”) and the Luhansk People’s Republic (“LNR”) regions of Ukraine (including Sevastopol); (ii) any person or entity located in, or entity owned by an entity located in, any destination subject to a comprehensive embargo; (iii) any person or entity listed on the list of “Specifically Designated Nationals and Blocked Persons” maintained by the U.S. Department of Treasury or any other applicable prohibited party list of the U.S. Government, the European Union, the European Economic Area, Switzerland and the United Kingdom. This Section will apply regardless of the legality of such a transaction under local law. You represent and warrant that (i) you and your Affiliates are and always have been in compliance with all laws administered by OFAC, the European Union, the European Economic Area, Switzerland, the United Kingdom, or any other governmental entity imposing economic sanctions and trade embargoes ("Economic Sanctions Laws") against designated countries ("Embargoed Countries"), regimes, entities, and persons (collectively, "Embargoed Targets"); (ii) you and your Affiliates are not and have never been an Embargoed Target or otherwise subject to any Economic Sanctions Laws; (iii) neither you nor any of your Affiliates is (a) directly or indirectly owned or controlled by any person currently included on the Specially Designated Nationals and Blocked Persons List or the Consolidated Sanctions List maintained by OFAC or any other similar list maintained by the European Union, the European Economic Area, Switzerland, the United Kingdom, or any other governmental entity, or (b) directly or indirectly owned or controlled by any person who is located, organized, or resident in a country or territory that is, or whose government is, the target of sanctions imposed by OFAC or any other governmental entity; (iv) you shall promptly notify us if you or any of your Affiliates becomes directly or indirectly owned or controlled by any person described in subsection (iii) immediately above; (v) neither you nor any of your Affiliates or your or any of their officers, directors, managers, agents, or employees is a person who (a) is currently the subject of any investigation by OFAC, the European Union, the European Economic Area, Switzerland, the United Kingdom or any other governmental entity imposing economic sanctions or trade embargoes ("Sanctions Investigation(s)"), or (b) is directly or indirectly owned or controlled by any Person who is currently the subject of a Sanctions Investigation; (vi) you shall promptly notify us if (a) you or any of your Affiliates, or any of your or their officers, directors, managers, agents, or employees becomes the subject of any Sanctions Investigation, or (b) any person who directly or indirectly owns or controls you or any of your Affiliates becomes the subject of any Sanctions Investigation.

21.2. You shall ensure that your direct suppliers, and use your best efforts to seek to ensure that your indirect suppliers, are in compliance with all Applicable Laws in relation to Your Products sold through the Temu Platform. Upon reasonable notice, we reserve the right to audit at any time your compliance with Applicable Laws, and you agree to use your best efforts in encouraging your suppliers to permit us to audit their compliance with Applicable Laws. We also expect you to have processes in place to ensure that all Applicable Laws are complied with, and to notify us as soon as possible if any known or suspected non-compliance with Applicable Laws arises.

21.3. You agree to provide all necessary information that we reasonably request in order to establish whether any such non-compliance with Applicable Laws has occurred (whether in relation to you, or one of your suppliers), and to facilitate access to all relevant records and personnel for audit purposes. Should any non-compliance be identified, you shall promptly rectify or cause the rectification of the issue to our satisfaction.

21.4. You hereby represent and warrant that all products offered for sale and sold through Temu Platform are not listed on the Commerce Control List (CCL) of the Export Administration Regulations (EAR) (15 C.F.R. Parts 730-774) as administered by the United States Department of Commerce or any other regulation or list under Applicable Laws that may restrict or prohibit the sale in the country of destination of Your Products.

21.5. You agree to not, and shall ensure that your direct suppliers do not, facilitate the evasion of tax or otherwise commit any offence under the Criminal Finance Act 2017.

22. Suspension and Termination

22.1. You may terminate this Agreement at any time by providing an advance written notice to us in accordance with the Temu EU Seller Rules. Unless otherwise indicated in your notice, subject to Sections 22.4 and 22.5, the termination shall become effective immediately upon our receipt of the notice.

22.2. We may terminate your access to the Services or this Agreement for convenience with 30 days’ advance notice. Subject to Applicable Laws, we may suspend or terminate your access to the Services or this Agreement immediately if we determine that:

(1) you have materially breached this Agreement, including the Temu EU Seller Rules;

(2) there have been three or more objectively justified buyer complaints about Your Products which you have not properly resolved;

(3) Your Account may be used for deceptive, fraudulent or illegal activity;

(4) you become bankrupt or insolvent or become non-operable for any reason;

(5) we are under a legal obligation or requirement to do so; or

(6) the situation provided in Section 10.2 occurs.

22.3. You must not provide illegal content or content incompatible with the Temu EU Seller Rules, including but not limited to product listings or other information uploaded to the Temu Platform. If you do provide illegal content or content incompatible with the Temu EU Seller Rules on the Temu Platform, such behaviour will constitute misuse of the Temu Platform. Where you misuse the Temu Platform, we may, following issue of a prior warning, suspend, restrict, limit or terminate some or all of the Services.

22.4. Upon termination of this Agreement: (i) all rights and obligations under this Agreement shall terminate immediately, except that you will remain responsible to perform all of your obligations in connection with transactions entered into before the termination and for any liabilities that accrued before or as a result of the termination; (ii) we may retain materials and information relating to you and Your Accounts as required by and in accordance with the Applicable Laws; (iii) we may retain your operational and such other data for at least six (6) months after the termination or such longer time as required under the Applicable Laws or we deem necessary to protect our interests and interests of third parties and customers of the Temu Platform.

22.5. Sections 3, 7, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, 26 and 28 of this Agreement shall survive the termination until the obligations therein are fully performed.

23. Complaints and Mediation

23.1. Complaints. Temu provides an accessible, free-of-charge complaint handling system to address any concerns you may have. To submit a complaint, please visit https://seller-eu.temu.com/support/index.html through your account which takes you to the Support Center in the Temu EU Seller Center, where detailed information about the complaint process is available. Information about how you will be notified of decisions in respect of your complaint, and how to follow up on or supplement your complaint is also available in the Support Center. Temu will carefully review your complaint and provide a resolution promptly. You or Temu also may refer qualifying disputes to mediation before the Centre for Effective Dispute Resolution (CEDR) at https://www.cedr.com/p2b/.

23.2. Mediation. Either you or we can request that any dispute between us be referred to one of our preferred independent mediators, which are offered by Centre for Effective Dispute Resolution (CEDR). CEDR will offer you a choice of two available mediators for each dispute you applied for mediation. You will have three (3) working days to advise CEDR which of the two mediators you would like assigned to your dispute, CEDR will independently assign a mediator to your dispute. Any such requests should be submitted through https://www.cedr.com/p2b/. Both you and we must act in good faith when considering any requests for mediation and engaging in any mediation. We may refuse mediation of a dispute which has previously been mediated if the mediator determined you had not acted in good faith in that mediation. We may also refuse mediation of any dispute connected to other disputes in which a mediator has repeatedly found in our favor. We will bear a reasonable proportion of the total costs of any mediation, taking into account all relevant elements of the dispute, as determined by the mediator.

23.3. Out-of-court dispute settlement concerning certain restrictions. In addition, if any dispute arises in connection with a decision by us to restrict your access to content on the Temu Platform or restrict your access to the Temu Platform on the basis of illegality or incompatibility with the terms of this Agreement (including, for the avoidance of doubt, the Temu Seller Rules), you also have a right of recourse to an out-of-court dispute settlement body that has been appropriately certified by a competent Digital Services Coordinator in accordance with Article 21(3) EU Digital Services Act and included in the list published by the European Commission here: https://digital-strategy.ec.europa.eu/en/policies/dsa-out-court-dispute-settlement.

24. Misuse

24.1. When assessing whether your behaviour breaches Section 22.3, we will consider the following factors, among others:

(1) the number of times that you have provided illegal content / content incompatible with the Temu EU Seller Rules within a specified period;

(2) the proportion of such content relative to the total number of items you have provided within the same period;

(3) the nature and severity of the misuse, including the potential harm it could cause;

(4) whether any content you have provided is manifestly illegal content (including but not limited to any content containing or showing obviously illegal content such as products related to children sexual abuse material and terrorism); and

(5) where identifiable, the intent of the seller behind the misuse.

24.2. We may impose restrictive measures on a temporary or permanent basis. For example, for a first-time, non-serious misuse (such as accidental listings of restricted items), we may issue a prior warning and impose a temporary restriction ranging from 7-30 days. In the event of repeated or severe misuse (including frequently providing manifestly illegal content), we reserve the right to permanently suspend your access to the Temu Platform.

24.3. You must not submit manifestly unfounded notices or complaints, including but not limited to reports and complaints submitted through “report this item” “report this review” “report advertisement” and “IP portal” as well as the Seller Center. Frequent submission of manifestly unfounded notices or complaints may constitute misuse of the Temu Platform. Where you misuse the Temu Platform, we may, following the issue of a prior warning, suspend, restrict, limit or terminate your access to some or all of the Services.

24.4. When assessing whether your behaviour constitutes misuse for the purposes of Section 24.3, we will consider the following factors, among others:

(1) the number of notices/complaints submitted within a specified period that Temu has determined to be “manifestly unfounded”, meaning any notices or complaints that are evidently baseless or otherwise without merit (for example, reporting a harmless product listing as violent content where there is clearly no basis for such a report);

(2) the relative proportion thereof in relation to the total number of notices/complaints submitted within the same period;

(3) the gravity of your misuse of the notification/complaint procedure; and

(4) whether the misuse is intentional (for example, Temu does not tolerate notices or complaints with fraudulent or anti-competitive intent).

24.5. We may suspend the processing of your notices or complaints on a temporary basis, depending on whether it is a repeated offense. For example, where you submit a single manifestly unfounded notice through “IP portal”, we may issue a prior warning explaining that the frequent submission of “manifestly unfounded” notices may result in Temu suspending the processing of such notices. In the event of repeated or severe misuse (including submitting manifestly unfounded notices or complaints multiple times within a specified period), we reserve the right to suspend the processing of notices or complaints for 30 days.

25. Content moderation

25.1. Temu detects certain content on the Temu Platform, including potential illegal content and content that may be incompatible with the Temu EU Seller Rules (“Prohibited Content”) on Temu in two main ways: through voluntary own-initiative monitoring (proactive moderation) or a result of reports (reactive moderation).

(1) Proactive moderation. Own-initiative detection and moderation of Prohibited Content on Temu may be carried out through a combination of automated systems and human review. Automated systems identify Prohibited Content and can take actions against clear breaches. Human review also plays a vital role in content moderation, specifically in circumstances where nuanced determinations and consideration of contextual factors are required.

(2) Reactive moderation. Temu also reviews content reported by external parties, including but not limited to users, rights holders, or other third parties through the “report this item”, “report this review” or “IP portal” functionalities. Temu assesses the reported content to determine whether it is Prohibited Content. Where Temu detects Prohibited Content, Temu takes appropriate enforcement action, which may include removal or disabling access to the Prohibited Content, suspension of the Services, or other restrictive measures.

26. Governing Law and Jurisdiction

26.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Ireland, without reference to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

26.2. Without prejudice to Section 23, the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation.

27. Temu’s Recommender Systems

27.1. Temu’s automated recommender systems help users discover content they may like by determining potentially relevant content and presenting it in an order that may be of interest to our users. Temu’s recommender systems include

(1) feed-based product recommendations, which are product recommendations displayed on Temu without search queries;

(2) search-based product recommendations, which are product recommendations displayed on Temu in response to user’s search queries;

(3) advertised product recommendations;

(4) promotion recommendations; and

(5) review recommendations.

Find more in our Introduction to Temu’s Recommender Systems policy, available in our Transparency Center.

27.2. Main Input Signals for Recommender Systems

Input signals refer to factors that Temu’s recommender systems consider in recommending content. Temu’s recommender systems utilize three categories of main input signals:

(1) user interactions, including (a) the user’s browsing history, products clicked and related time spent; products added to shopping cart, and products purchased (for both product and promotion recommendations); (b) user’s searching history; products saved to wish list; and user’s return and refund history (for just product recommendations); and (c) promotional activities previously recommended to the user; promotional activities the user viewed, clicked, and/or interacted with; incentives the user has received or used (for just promotion recommendations);

(2) item attributes, which vary depending on the type of items being recommended and are explained in further detail in Sections 27.3, 27.5, and 27.6 below; and

(3) contextual information, including the user’s country/region, language, currency settings; device information; and timing of the user’s interactions with Temu.

Temu’s product and promotion recommendations are by default personalized and take into account all three categories of input signals. Temu’s review recommendations are non-personalized and do not consider input signals from user interactions with Temu.

Input signals from user interactions are relatively important because these signals help Temu understand user’s interests and preferences. Item attributes are relatively important because they help us match products and promotions with user’s interests and preferences. Item attributes also allow us to prioritize high-quality and popular content. Contextual information is relatively important because it helps us fine tune recommendations in real time to user’s browsing environment.

While the relative importance of the input signals is subject to change, those related to user interactions are generally considered most important because they are instrumental to Temu’s provision of personalized recommendations tailored to user’s interests and preferences.

27.3. Personalized Product Recommendations

Temu’s personalized product recommendations consider various input signals to predict how likely users are to click on or purchase the products we recommend and rank them accordingly. In addition to considering input signals from user interactions and contextual information listed in Section 27.2, Temu’s product recommendations also consider the following input signals related to product attributes:

(1) product intrinsic characteristics (e.g., size, material, and specifications);

(2) product features (e.g., product category, title, price, images, and affiliated store);

(3) product popularity and statistical metrics (e.g., sales volume; average product ratings; how often a product has been shown, clicked, added to shopping cart, added to wish list, purchased, or returned in aggregate terms; and aggregated engagement metrics (e.g., click-through rates and conversion rates));

(4) the relevance of intrinsic product characteristics and product features to user’s search query for search-based product recommendations; and

(5) whether and how much you have paid to promote the products for advertised product recommendations.

27.4. Filtering and Sorting Product Recommendations

To help users browse product recommendations more efficiently under specific product categories or through users’ search results, Temu provides the following filtering and sorting options:

(1) filtering options displayed at the top of each product recommendation list allow users to narrow recommendation results by:

(i) product features (e.g., category, colour, size, material, brand, seasonality, and specifications);

(ii) price range;

(iii) review rating range; and

(iv) shipping location.

(2) sorting options displayed at the top of each product recommendation list allow users to reorder the recommended products by:

(i) relevance (default order): products most relevant to user’s interests will be shown first;

(ii) top sales: the best-selling products will be shown first;

(iii) most recent: products most recently added on Temu will be shown first;

(iv) price low to high: products will be displayed from the most affordable one to the most expensive one; and

(v) price high to low: products will be displayed from the most expensive one to the most affordable one.

27.5. Personalized Promotion Recommendations

Temu’s personalized promotion recommendations predict which promotional activities and incentives users may like and rank them accordingly. Promotional activity recommendations sort promotional activities in an order that is most likely to interest users. Once users participate in a promotional activity, incentive recommendations determine which specific economic benefit (e.g., coupons and credits) we recommend to our users.

In addition to considering input signals from user interactions and contextual information listed in Section 27.2, Temu’s promotion recommendations also consider the following input signals related to promotion attributes:

(1) for promotional activity recommendations, basic activity features (e.g., promotional materials such as images and text, and activity benefits such as coupon amounts) and historical performance metrics (e.g., aggregated click-through rates which indicate how often an activity has been clicked by our users and aggregated conversion rates which indicate how likely a user who participated in an activity actually made a purchase); and

(2) for incentive recommendations, incentive features (such as coupon amounts, and the monetary amount and quantity of products users need to purchase to qualify for the incentives), historical trends of user usage of the incentive (such as usage rate), and product attributes such as product category, price, and inventory.

27.6. Non-Personalized Review Recommendations

Temu’s review recommendations are non-personalized, meaning they do not consider input signals from user interactions with Temu. Instead, review recommendations consider only review-specific attributes, such as the representativeness and informativeness of the review texts, whether the review contains images or videos, the number of images included in the review, and the clarity and relevance of the images contained in the review. Review recommendations also consider user’s country/region settings to prioritize reviews relevant to the country/region.

Users can filter the reviews by:

(1) “rating filters” (featuring reviews with specific ratings);

(2) “photos/videos” (featuring reviews with photos or videos);

(3) “bought again” (featuring reviews from repeat purchasers); and

(4) country/region tag featuring consumer reviews from the country/region on which users are currently browsing Temu, as well as filtering tags generated based on the review content (such as “long battery life” for a wireless headphone listing).

Users can also sort the reviews by:

(1) most recent: reviews shown from the newest to the oldest;

(2) highest rating: reviews with the highest ratings appear first; and

(3) lowest rating: reviews with the lowest ratings appear first.

27.7. Opting out of Personalized Recommendations

Temu provides personalized recommendations for products and promotions by default. However, users can opt-out of all personalized recommendations at any time, by turning off the main personalized recommendations toggle under “Your privacy choices” on our website, or “Privacy” on the Temu app, where Temu also provides specific options to control personalization of feed-based product, search-based product, advertised product, and promotion recommendations. Once users turn off these toggles, Temu will continue to provide recommendations, but the recommendations no longer take into account input signals from users’ interactions with Temu. Users can opt back into personalized recommendations at any time.

28. Miscellaneous

28.1. Notices. We will provide notices to you under this Agreement by sending system messages or in-platform messages to Your Account, posting announcements in the Temu EU Seller Center, sending text messages to the contact number provided by you, or sending emails to the e-mail address provided by you. You must send all notices and other communications relating to the Services to our Seller Services Team via Your Account, email or the Contact Us form in the Temu EU Seller Center. Messages shall be deemed delivered upon being sent successfully.

28.2. Assignment. You may not assign or transfer this Agreement or any right or obligation hereunder without our prior written consent. Any purported assignment or transfer in violation of this Section 28.2 shall be null and void. We may assign or transfer our rights and obligations under this Agreement in connection with (i) a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction or (ii) to an Affiliate as part of a corporate reorganization.

28.3. Entire Agreement. This Agreement constitutes the sole and entire agreement between the Parties with respect to the Services and related subject matter, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

28.4. No Waiver. No waiver by a Party in respect of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by a Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

28.5. Cumulative Remedy. Except as otherwise expressly provided herein, the rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.

28.6. No Partnership. Nothing herein shall be construed to create a joint venture or partnership between the Parties or an employee/employer or agency relationship. Except as otherwise expressly provided herein, neither Party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any contract, agreement, or undertaking with any third party.

28.7. Severability. If any provision of this Agreement is held to be illegal, unenforceable or invalid, that provision shall be severable and the remainder of this Agreement shall remain unaffected and continue to be in full force and effect.

28.8. Headings. The headings of this Agreement are for convenience of reference only and shall not define, affect or limit the meaning, description and interpretation of the terms of this Agreement.

28.9. Language. The governing language of this Agreement, including the Temu EU Seller Rules, is English. Any translation of the English language version of this Agreement is provided for convenience only. In the event of any conflict, the English language version shall prevail.