MAGSEES Terms of Service

I. General

1. These MAGSEES Platform Terms of Service (the “Terms”) are entered into between [Full Legal Name of the Operating Entity] (“we,” “us,” or the “Platform”) and any user who accesses, browses, registers for, signs in to, or otherwise uses the MAGSEES website, Trade OS, or any related products or services.

2. MAGSEES is a digital information and transaction collaboration platform for enterprise users in the global rare earth magnet and related industry supply chain. The Platform provides information services and transaction collaboration services to enterprise users in different countries and regions. Each user is solely responsible for ensuring that its use of the Platform complies with the laws and regulations applicable in its location, the locations relevant to its transactions, and the laws and regulations of mainland China.

3. By accessing, browsing, registering, signing in, checking the consent box, clicking to confirm, or otherwise using the Platform, the user confirms that it has read, understood, and agreed to be bound by these Terms and the Platform’s then-current Privacy Policy.

4. If a user does not agree to any part of these Terms, the user must immediately stop accessing or using the Platform and its services.

II. Definitions

1. “MAGSEES Platform” or the “Platform” means the MAGSEES website, Trade OS, and all related webpages, systems, functional modules, application interfaces, data content, and supporting services.

2. “Information Services” means non-transaction-guarantee information display and information tool services provided by the Platform, including but not limited to product displays, catalog displays, price displays, price estimation tools, composite price indices, manufacturer directories and profile pages, industry insights, news, analyses, reports, weekly reports, white papers, a magnet encyclopedia, and frequently asked questions.

3. “Transaction Collaboration Services” means the digital transaction workflow support services provided through Trade OS, including but not limited to inquiries, display and filtering of quotation information, negotiation, sample requests, order placement, order acceptance, online signing, performance and process records, template-based online document generation and submission, other file uploads, shipment and logistics tracking, full-process recordkeeping, and viewing or downloading complete transaction dossiers.

4. “User” means any natural person, company, other organization, or authorized representative thereof that accesses or uses the Platform.

5. “Supplier” means a user that uses the Platform as a seller, supplier, manufacturer, exporter, or in a similar capacity.

6. “Buyer” means a user that uses the Platform as a purchaser, buyer, importer, or in a similar capacity.

III. User Eligibility and Enterprise Nature

1. The Platform is primarily intended for enterprise users. A user must have the legal capacity and authority required to use the Platform. If a user uses the Platform on behalf of a company, institution, or other organization, that user represents and warrants that it has obtained all necessary and valid authorization to do so.

2. The user represents and warrants that its registration, sign-in, submission of information, transaction activities, and use of any Platform functions will not violate any applicable laws or regulations, industry regulatory requirements, internal authorization rules, or binding arrangements between the user and any third party.

IV. Services and Platform Role

1. The Information Services are provided solely for industry information access, business connection reference, and transaction collaboration support, and do not constitute investment advice, price commitments, procurement advice, sales guarantees, product suitability commitments, performance guarantees, or professional advice of any kind.

2. Prices, indices, outputs of price estimation tools, market analyses, reports, encyclopedic content, news, and other content displayed on the Platform may change due to data sources, model assumptions, time delays, market fluctuations, sampling bias, policy changes, or other factors, and are for reference only.

3. In providing Transaction Collaboration Services, the Platform acts solely as an information technology service provider and workflow collaboration tool provider. The Platform is not a contracting party, agent, broker, guarantor, or credit support provider in connection with any sale and purchase, transportation, customs clearance, settlement, financing, insurance, or other transaction arrangement between users.

4. Unless expressly stated otherwise by the Platform in writing, the Platform does not directly participate in the negotiation, undertaking, performance, or breach handling of the core commercial terms of contracts between users, and does not guarantee any transaction outcome, payment outcome, delivery outcome, quality outcome, customs clearance outcome, or commercial credit outcome.

V. Registration, Accounts, and Information Submission

1. When registering for or using the Platform, the user must provide true, accurate, complete, and up-to-date information, and must promptly update such information if any change occurs.

2. The user is responsible for safeguarding its account, password, verification codes, signing credentials, login devices, and other identity authentication information, and is responsible for activities conducted through its account, except where otherwise provided by law or where attributable to the Platform.

3. The user may not lend, lease, transfer, sell, or otherwise permit any unauthorized third party to use its account.

4. If the user becomes aware of any unauthorized use, impersonation, or other security risk relating to its account, it must promptly notify the Platform and cooperate in taking appropriate measures.

VI. Conditions for Activation of Transaction Collaboration Services

1. After registration, a user may only be able to view certain basic content. To use Trade OS transaction collaboration functions, the user must provide additional information and materials as required by the Platform.

2. Such information and materials may include, without limitation:

3. enterprise information;

4. contact information;

5. bank account information;

6. company certificates, licenses, or proof of legal existence;

7. bank account supporting documents;

8. authorization documents; and

9. other materials related to trade, logistics, performance, compliance, or risk control.

10. The Platform may require a user to supplement, update, or resubmit information and materials based on business scenarios, risk control needs, applicable laws and regulations, or transaction types. If the user fails to complete such requirements, the Platform may restrict the user’s access to some or all Transaction Collaboration Services.

VII. Verification and Review Boundaries

1. The Platform processes user-submitted information and materials primarily for platform operations, workflow management, risk identification, and basic compliance purposes.

2. The Platform will generally check whether the information entered by the user is consistent with the documents uploaded by the user.

3. For Suppliers, the Platform may conduct limited supplemental verification based on business needs, including but not limited to public information searches, telephone or email contact, online authenticity checks, on-site visits, or confirmation of operational status.

4. Any such verification, review, on-site visit, or confirmation is only a limited measure taken by the Platform to reduce operational risk and does not constitute certification, guarantee, warranty, endorsement, or assurance of the user’s legal status, creditworthiness, performance capability, product quality, legality of operations, or continued business operations.

5. For Buyers, unless expressly stated otherwise by the Platform, the Platform generally does not conduct substantive verification of the authenticity or completeness of submitted materials, the Buyer’s credit status, payment capability, or the authenticity of procurement needs. The Platform makes no express or implied warranty in this regard.

6. Each user understands and agrees that it must independently assess whether to enter into any transaction with another user, conduct its own due diligence, and make its own commercial decisions and risk assessments.

VIII. Transaction Collaboration Rules

1. The Platform may, based on system logic, business rules, information completeness, user identity, permission settings, chronological order, region, product category, historical performance, or other Platform rules, display, filter, sort, remind, or restrict inquiries, quotations, files, workflow steps, or other information.

2. The Platform may continuously adjust the foregoing rules in order to improve system efficiency, risk control, or user experience. The Platform does not thereby undertake any obligation to display, match, conclude, or prioritize any transaction for any specific user.

3. Inquiries, quotations, orders, supplemental agreements, sample arrangements, delivery arrangements, acceptance arrangements, after-sales arrangements, and similar matters between users are, in principle, independently negotiated by the users, who shall independently bear the corresponding legal consequences.

4. The Platform’s functions for online signing, process records, file archiving, logistics information display, and dossier downloads are provided solely for the convenience of users in retaining and managing transaction process information, and do not constitute any commitment by the Platform regarding the authenticity of a transaction, authenticity of documents, signing authority, signing results, or performance results.

IX. Payment, Settlement, and Financial Services Disclaimer

1. Unless expressly stated otherwise by the Platform in writing, the Platform does not provide payment settlement, escrow, collection or disbursement agency services, letters of credit, factoring, financing, insurance, guarantees, or standby letters of guarantee.

2. Payment, receipt of funds, settlement, invoicing, tax, foreign exchange, customs, insurance, transportation, and customs clearance matters between users shall be arranged by the relevant transaction parties themselves, who shall bear the corresponding responsibilities.

3. Even if the Platform allows users to enter payment information, upload payment vouchers, or record invoicing or receipt status, such functions are provided solely for workflow recordkeeping and collaboration management, and do not constitute any guarantee by the Platform regarding fund security, payment completion, or transaction performance.

X. User Representations, Warranties, and Undertakings

Each user represents, warrants, and undertakes that:

1. all information, documents, certificates, statements, data, and explanations it provides or uploads are true, accurate, complete, lawful, and valid;

2. it has the right and authority to submit the relevant materials and does not infringe any lawful rights or interests of any third party;

3. any content it publishes, transmits, signs, or submits through the Platform does not contain any false, misleading, fraudulent, infringing, illegal, non-compliant, or sanctions-triggering or export control risk content;

4. its transactions and the related products, technologies, samples, documents, data, fund flows, end use, and end users comply with applicable export controls, economic sanctions, anti-money laundering requirements, anti-bribery requirements, customs, tax, foreign exchange, data protection, and international trade compliance requirements; and

5. it will not use the Platform for any unlawful purpose or to evade regulation, launder money, commit fraud, conduct sham transactions, engage in circular trade, infringe intellectual property rights, misappropriate trade secrets, or otherwise harm the Platform, other users, or any third party.

XI. Prohibited Conduct

A user may not:

1. submit false information, forge documents, impersonate another person, or use the Platform beyond the scope of its authority;

2. use the Platform to publish false transaction information, false prices, misleading statements, or maliciously inducive information;

3. interfere with the normal operation of the Platform, attack, crack, reverse engineer, scrape, crawl, bulk download, bypass access controls, or distribute malicious code;

4. use the Platform to infringe the intellectual property rights, trade secrets, privacy rights, data rights, or other lawful rights and interests of any third party;

5. use the Platform to engage in activities that violate export controls, sanctions, embargoes, anti-money laundering, anti-terrorist financing, or other cross-border trade compliance requirements; or

6. engage in any other conduct that violates laws, regulations, public policy, or Platform rules.

XII. Intellectual Property

1. All intellectual property rights in and to the Platform’s systems, pages, designs, structures, databases, software, documentation, text, charts, trademarks, logos, models, algorithms, interfaces, and other content are owned by the Platform or the relevant rights holders in accordance with law.

2. Without prior written consent from the Platform or the relevant rights holder, no person may copy, modify, disseminate, display, reverse engineer, commercially exploit, or otherwise use any Platform content.

3. Users retain their lawful rights in and to their own materials, documents, trademarks, product information, transaction documents, and other content.

4. The user grants the Platform a worldwide, non-exclusive, sublicensable, royalty-free license to use the content submitted by the user to the extent reasonably necessary for the provision of services, display of enterprise information, processing of transaction workflows, archiving and recordkeeping, compliance review, system operations, dispute handling, and promotion of Platform services.

XIII. Privacy and Data Processing

1. The Platform will collect, use, store, process, share, and protect relevant information in accordance with the then-current MAGSEES Platform Privacy Policy.

2. The user understands and agrees that, in order to provide transaction collaboration, identity verification, document consistency checks, risk control, customer service, system notices, document circulation, cross-border transaction support, and compliance functions, the Platform may need to process data relating to enterprises, contacts, authorized representatives, transaction workflows, logistics milestones, and settlement records.

3. The user must ensure that, before providing the Platform with any personal information of any third party, it has obtained the necessary authorization or has another lawful basis to do so.

XIV. Public Display and User Content

1. For enterprise names, company profiles, product information, qualification summaries, public contact information, manufacturer page content, and other content that the user actively submits and authorizes for public display, the Platform may display such content on relevant website pages, search results, thematic pages, or promotional materials.

2. The user is responsible for the legality, accuracy, and completeness of its public display content. The Platform may delete, block, remove, delist, or restrict display of content that is suspected to be unlawful, infringing, false, outdated, inappropriate, or compliance-sensitive.

XV. Service Changes, Suspension, and Termination

1. The Platform may adjust service content, functions, pages, rules, fee models, or access conditions based on business development, technical maintenance, system upgrades, compliance requirements, risk control, operational arrangements, or other reasonable needs.

2. Where reasonably practicable, the Platform will endeavor to provide advance notice of major adjustments. However, where interruption, restriction, or removal is caused by emergency security incidents, system failures, cyberattacks, legal or regulatory requirements, or other urgent circumstances, the Platform may act first and notify later.

3. If a user violates these Terms, applicable laws or regulations, or Platform rules, or presents fraud risks, infringement risks, significant compliance risks, abnormal transaction risks, or other circumstances that may harm the Platform, other users, or third parties, the Platform may issue warnings, require rectification, request supplemental materials, restrict functions, suspend services, freeze accounts, terminate services, or delete relevant content.

XVI. Disclaimer

1. The Platform provides services on an “as is” and “as available” basis. Except as expressly required by law or expressly committed to by the Platform in writing, the Platform does not warrant uninterrupted service, error-free service, complete security, absolute timeliness, absolute accuracy, or fitness for any particular purpose.

2. The Platform makes no express or implied guarantee, warranty, or representation as to any user’s legal status, operational capability, credit status, payment capability, performance capability, product quality, sample results, delivery capability, customs clearance capability, end use, end user status, or transaction outcome.

3. To the maximum extent permitted by law, the Platform shall not be liable for losses arising from users’ own decisions, acts or omissions of third parties, counterparty default, international market fluctuations, transportation risks, policy changes, tariff changes, exchange rate fluctuations, export controls, sanctions measures, embargoes, network failures, force majeure, or other causes beyond the Platform’s sole reasonable control.

XVII. Limitation of Liability

1. To the maximum extent permitted by applicable law, the total amount of damages for which the Platform may be liable to a user shall not exceed the total amount of service fees actually paid by that user to the Platform for the relevant services during the twelve months preceding the event giving rise to the liability. If the user has paid no service fees for the relevant services, the Platform’s liability shall be limited to a reasonable and legally minimum extent.

2. To the maximum extent permitted by applicable law, the Platform shall not be liable for any indirect, incidental, special, punitive, or consequential damages, or for loss of goodwill, loss of profits, loss of business opportunity, loss of data, or loss of expected benefits.

3. If applicable law does not permit the exclusion or limitation of certain liabilities, the foregoing limitations shall apply only to the maximum extent permitted by such law.

XVIII. Indemnification

If a user breaches these Terms, applicable laws or regulations, or obligations owed to a third party, or if the user’s inaccurate submissions, unlawful transaction conduct, infringement of third-party rights, or export control or sanctions risks cause the Platform, its affiliates, partners, or personnel to suffer complaints, investigations, penalties, claims, losses, or expenses, the user shall be responsible for handling the matter and indemnifying the affected parties for the resulting losses.

XIX. Force Majeure and External Events

If the Platform is unable to perform, or is delayed in performing, its obligations due to force majeure, government action, war, riots, terrorist acts, major public health events, natural disasters, communication failures, cyberattacks, third-party service failures, international sanctions measures, import or export restrictions, or other events beyond the Platform’s reasonable control, the Platform may be exempted from liability or may delay performance to the extent permitted by law.

XX. Notices and Service

1. The Platform may provide notices to users by website announcements, in-platform notices, email, SMS, system messages, the contact information provided during registration, or any other reasonable means.

2. A notice shall be deemed served when it would ordinarily become accessible to the user. The user must ensure that its contact information is true, valid, and continuously usable.

XXI. Updates to the Terms

1. The Platform may update these Terms as necessary in response to changes in laws or regulations, business development, risk control needs, or service adjustments.

2. The updated Terms will be published on the Platform and shall take effect on the date of publication or on the effective date stated in the updated Terms.

3. If the user continues to use the Platform after the updated Terms take effect, the user shall be deemed to have accepted the updated Terms.

XXII. Governing Law and Dispute Resolution

1. The formation, validity, interpretation, performance, and dispute resolution of these Terms shall be governed by the laws of mainland China, excluding its conflict-of-law rules.

2. Any dispute arising out of or in connection with these Terms or the Platform’s services shall first be resolved through friendly consultation. If no resolution is reached, either party may bring the dispute before a court of competent jurisdiction at the location of [Full Legal Name of the Operating Entity].

3. If the laws of the user’s jurisdiction grant the user mandatory rights that cannot be waived, nothing in these Terms shall exclude the application of such mandatory rights within their applicable scope. However, to the extent not inconsistent with such mandatory rules, these Terms shall remain valid and applicable.

XXIII. Language Versions

1. The official public and binding version of these Terms is the English version published by the Platform.

2. If the Platform provides these Terms in any other language for explanation, communication, compliance support, or user convenience, such versions are for reference only.

3. To the maximum extent permitted by applicable law, if there is any inconsistency between the English version and any other language version, the English version published by the Platform shall prevail.

XXIV. Contact Information

If a user has any questions, comments, or complaints regarding these Terms, the user may contact the Platform through:

1. Operating Entity: [Full Legal Name of the Operating Entity]

2. Contact Email: [Contact Email]

3. Contact Phone: [Contact Phone Number]

4. Contact Address: [Contact Address]

5. Effective Date: [Effective Date]