SURPLUSONE MASTER SELLER AGREEMENT AND OPERATIONS MANUAL

The Traditional Chinese version of this Master Seller Agreement and Operations Manual(hereinafter referred to as the "Manual"), the Master User Agreement, and all ancillary platform policies shall be deemed the sole, legally binding, and authoritative version. Any translations provided in other languages are for convenience only and shall have no legal, contractual, or evidentiary effect. In the event of any inconsistency between the Traditional Chinese version and any translated version, the Traditional Chinese version shall prevail. This Manual is exclusively governed by the laws of the Hong Kong Special Administrative Region.

For the purposes of this Manual, the following terms shall have the meanings ascribed to them below. In the event of any ambiguity, these definitions shall strictly prevail:

1. "Seller", "You", or "Your" refers to any natural person, legal entity, partnership, or legal subject that has registered, is applying for registration, or is actively using any seller-side functions or interfaces of the Surplusone platform.
2. "Surplusone" refers to the proprietary B2B digital marketplace ecosystem, encompassing all associated domain names(including but not limited to surplusone.com and surplusone.cn), mobile applications, and software interfaces.
3. "Platform" refers to the overall technological infrastructure, operational framework, and digital services provided by Surplusone.
4. "Surplusone/Platform" collectively refers to Dreamblox International Co. Ltd., a corporate entity duly incorporated and existing under the laws of Hong Kong, acting as the sole and exclusive owner, operator, and licensor of the Surplusone marketplace, and simultaneously serving as the Merchant of Record for all payment transactions on the platform.
5. "Buyer" refers to any entity or individual executing or attempting to execute a transaction for inventory listed by a Seller on the platform.
6. "Master User Agreement" refers to the master terms of service and supplementary contractual documents executed between Surplusone and its users(including Buyers), which collectively constitute the foundational legal architecture governing the use of the platform.
7. "Privacy Policy" refers to the comprehensive data governance framework regulating Surplusone's collection, processing, storage, and transmission of Personally Identifiable Information(PII) and corporate data.
8. "Security Deposit" refers to the mandatory, non-interest-bearing risk mitigation collateral deposited by the Seller with Surplusone, as detailed in Article 4. The beneficial ownership of the Security Deposit funds remains with the Seller; Surplusone holds only the agreed-upon rights of risk mitigation, security, and set-off pursuant to this Manual.
9. "Transparent Inventory Grading System(TIGS)" refers to the proprietary, mandatory four-tier classification system used to quantify, categorize, and disclose inventory provenance, physical condition, and risk parameters, as detailed in Article5.
10. "Exporter of Record(EOR)" refers to the legal entity bearing ultimate statutory and regulatory responsibility for customs clearance, export compliance, and the provision of accurate trade documentation. By executing this Manual, the Seller explicitly assumes the EOR role for all export transactions.
11. "Product/Listing" refers to the digital representation of any product, inventory lot, or asset posted by the Seller via the platform interface for commercial transaction.
12. "KYC/KYB" refers to the "Know Your Customer" and "Know Your Business" due diligence and identity verification protocols executed by the Platform, Payment Processors, or their authorized third-party compliance vendors.
13. "Payment Processor" refers to a licensed payment institution commissioned by Dreamblox International Co. Ltd. to provide payment routing, acquiring, fund settlement, or other payment services, including but not limited to Airwallex(and its affiliated entities as explicitly identified on order/payment pages).
14. "Merchant of Record(MoR)" refers to Dreamblox International Co. Ltd., as the entity contracting with the Payment Processor for payment services, the entity receiving and settling funds, and the legal entity bearing primary responsibility for refunds, chargebacks, and payment disputes.
15. "Group Buy" refers to a fractional listing mechanism allowing multiple buyers to purchase allocated shares of a single consolidated inventory lot.
16. "Make Offer" refers to a negotiation protocol allowing buyers to submit binding financial offers to sellers, subject to predefined minimum threshold parameters.
17. "Official Channels" refer to the sole, authorized communication pathways recognized by Surplusone, strictly limited to:(a) emails originating from@surplusone.cn,@surplusone.com, or@dreamblox.com domains;(b) verified WeChat Work accounts; and(c) the platform's proprietary instant messaging infrastructure.
18. "Required Documentation" refers to all manifests, certificates of origin, conformity assessments, safety data sheets, export licenses, brand authorization letters, commercial invoices, packing lists, and any other regulatory, logistical, or financial documentation necessary for the lawful listing, sale, export, shipment, customs clearance, or payment processing of inventory.
19. "Chargeback" refers to the reversal or revocation of a completed payment transaction by an issuing bank, card network, or Payment Processor pursuant to applicable rules.

Unless the context strictly requires otherwise:(a) words in the singular include the plural and vice versa;(b) references to"Articles" or "Sections" refer to divisions of this Manual;(c) the term "including" means "including but not limited to"; and(d) headings are for convenience only and do not affect legal interpretation.

WHEREAS, Dreamblox International Co. Ltd. operates the Surplusone platform as a B2B digital exchange for surplus, overstock, and liquidation inventory, and serves as the Merchant of Record for all payment transactions on the platform;

WHEREAS, the Seller desires to utilize the platform to display, market, and sell inventory to prospective buyers;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

By registering as a Seller, accessing seller-side functions, posting listings, or otherwise interacting with the platform's commercial infrastructure, you acknowledge that you have read, understood, and expressly agreed to be legally bound by this Manual, the Master User Agreement, the Privacy Policy, and all operational directives. Continued use of the platform constitutes irrevocable acceptance of all provisions and any subsequent amendments.

As a prerequisite for onboarding, Sellers must satisfy the following statutory and operational standards:

1. Corporate Structure: Must be a formally registered joint-stock company, limited liability company, or sole proprietorship(the latter strictly limited to jurisdictions within China where sole proprietors are legally permitted to hold export rights).
2. Trade Authorization: Must possess a valid, unexpired business license and verifiable export rights.
3. Contractual Capacity: Must possess full legal capacity to enter into binding commercial contracts.

All seller tiers(Free, Verified, Professional) are strictly obligated to submit the following data and expressly consent to the platform processing such data for membership management, transaction routing, collateral management, Payment Processor integration, logistics fulfillment, customs brokerage, and automated invoice generation:

1. Legal Full Name/ Corporate Name
2. Primary Contact Phone Number
3. Primary Contact Email Address
4. Operational Delivery Address
5. Statutory Billing Address
6. Legal Corporate Name and Registration Number
7. Registered Legal Corporate Address
8. Certified Corporate Registration and Incorporation Documents
9. Corporate Payment Method and Authorization Information for Platform Fees. Complete credit card numbers, CVV/CVC codes, and other sensitive payment credentials must not be submitted directly to the platform; if credit card payment is required, collection, verification, and tokenization must be completed through the platform's designated compliant Payment Processor page. The platform receives only necessary tokens, masked information, or payment status returned by the Payment Processor and fulfills its corresponding obligations in accordance with applicable PCI DSS responsibility allocations.
10. Corporate Foreign Currency Bank Account Routing and Account Details

1. Review Fee: A non-refundable, one-time KYC/KYB verification fee of USD 200 or RMB 1,350 is required. This fee is strictly non-refundable regardless of the review outcome. Approval is at the sole discretion of the platform and is not guaranteed.
2. Scope of Due Diligence: The platform, Payment Processors(including Airwallex), and their authorized compliance vendors may, independently or jointly, conduct KYC/KYB due diligence on the Seller's ultimate ownership structure based on risk levels. This includes identifying and verifying Ultimate Beneficial Owners(UBOs), directors, and other controllers; conducting applicable sanctions list and Politically Exposed Person(PEP) screening; and performing further identity, business, and source of funds verification where legally permissible and warranted by risk assessment.
3. Ongoing Due Diligence and Transaction Monitoring: Sellers must promptly update their information when changes occur to registration details, ownership structure, controllers, business scope, bank accounts, or other key compliance information. The platform or Payment Processor may trigger re-verification based on risk during the account lifecycle and implement continuous risk monitoring of transactions, payments, refunds, and other activities. Sellers must cooperate with requests for supplementary documentation, explanations of anomalous transactions, or completion of re-verification; failure to cooperate as required may result in the platform or Payment Processor freezing funds, restricting listing, collection, settlement, or withdrawal privileges, or rejecting transactions until review is complete.
4. Triggers for Freezing and Transaction Rejection: For accounts or transactions triggering the following circumstances, the platform or Payment Processor has the right to freeze funds, suspend transactions, or refuse processing in accordance with law:
   (a) Hits on sanctions lists or high-risk PEP matches;
   (b) Triggering of suspicious transaction indicators or anomalous transaction patterns;
   (c) Seller failure to cooperate with ongoing due diligence or re-verification;
   (d) Requests by regulatory or law enforcement authorities in accordance with law;
   (e) Requirements by the Payment Processor pursuant to its compliance policies or card network rules.
5. Auditable Records: The platform shall maintain necessary records related to merchant onboarding and ongoing due diligence, including submitted materials, verification results, screening outcomes, risk dispositions, reviews, and notification records, managed in accordance with applicable laws and retention periods stipulated in the Privacy Policy.
6. Fee Waiver Conditions: This underwriting fee is waived only if the Seller simultaneously purchases twelve(12) consecutive months of Verified or Professional membership at the time of registration.
7. Review Execution: The platform's compliance department(or authorized third-party vendor) shall execute the KYC/KYB review within a period not exceeding seven(7) business days. The platform reserves the right to request supplementary documentation via Official Channels. Selling privileges remain dormant until successful completion of the review.

1. Free Seller: Default tier upon verification. Subject to restricted functionality and non-discounted service fee schedules. The platform reserves the right to unilaterally modify, restrict, or suspend services without prior written notice.
2. Verified and Professional Sellers: Grants access to advanced commercial features, priority visibility, and discounted transaction fee schedules. The platform reserves the right to unilaterally adjust membership pricing and recalibrate tier benefits at any time.
3. Membership Provisions: Memberships are strictly non-refundable unless explicit written authorization is obtained from the platform's compliance department. Sellers may upgrade tiers instantly; however, downgrades are strictly prohibited before the expiration of the current membership cycle.

The Security Deposit functions strictly as a risk mitigation collateral mechanism designed to:(a) indemnify buyers against losses arising from seller misconduct;(b) guarantee performance integrity;(c) liquidate damages resulting from violations; and(d) preserve systemic trust and Payment Processor stability.

CRITICAL TRUST AND DISCLAIMER NOTICE:

1. The Security Deposit is NOT a performance bond, guarantee, or warranty.
2. The Security Deposit is NOT a transaction escrow account.
3. The Security Deposit is NOT a client trust or custodial account.
4. Depositing the Security Deposit does NOT create a fiduciary, custodial, agency, or trust relationship between the Seller and Surplusone. Surplusone acts solely in its capacity as platform operator.
5. The beneficial ownership of the Security Deposit funds remains with the Seller; Surplusone holds only the agreed-upon rights of risk mitigation, security, and set-off pursuant to this Manual.

Maintaining an active, fully funded Security Deposit is an absolute prerequisite for:(a) posting listings;(b) accepting purchase orders; and(c) initiating withdrawals. Failure to meet collateral thresholds entitles Surplusone to restrict, constrain, or suspend seller operations.

Security Deposit thresholds are dynamically calculated by Surplusone's risk management framework based on a matrix of variables including but not limited to: corporate entity type, membership tier, account age, historical transaction volume, sales velocity, buyer satisfaction metrics, TIGS accuracy score, inventory category risk, and historical dispute/chargeback rates. Surplusone reserves the right to unilaterally recalibrate collateral requirements at any time.

1. Fund Ownership and Independent Accounting: Beneficial ownership of Security Deposit funds remains with the Seller. Security Deposits must be strictly segregated and independently accounted for from:
   (a) Platform operating funds(Surplusone's proprietary operating revenue);
   (b) Buyer transaction settlement funds(payments pending settlement to sellers);
   (c) Security Deposits of other sellers.
2. Account Arrangements and Holding Entity: Security Deposits are held by Dreamblox International Co. Ltd. in its designated corporate bank account, or held on behalf by a compliant Payment Processor in its client reserve/segregated account. Security Deposits shall not be used for general platform operating expenses.
3. Interest and Yield: Interest, yield, or other financial benefits generated during the deposit period belong to the Seller to the extent permitted by law. If applicable laws or banking arrangements prevent separate calculation or allocation of interest to the Seller, Surplusone must clearly disclose the actual yield attribution arrangement via Official Channels prior to the Seller depositing the Security Deposit.
4. Insolvency Risk Disclosure: Notwithstanding the segregation arrangements above, if complete legal segregation of the Security Deposit cannot be achieved due to applicable laws, banking arrangements, or Payment Processor rules(e.g., inability to establish a statutory trust), Surplusone must disclose to the Seller via Official Channels prior to collection:
   (a) The actual nature of the account and the fund-holding entity;
   (b) Settlement/return arrangements;
   (c) Potential fund recovery or insolvency risks arising therefrom.
5. Settlement and Return: Security Deposits may only be utilized for deductible items specified in Section 4.5. Upon account closure, after resolution of all pending orders, disputes, chargebacks, regulatory investigations, and other potential liabilities, and completion of the cooling-off period stipulated in Section 4.7, the remaining Security Deposit shall be returned to the Seller via the originally agreed payment path; if the original payment path is unavailable, the platform may require the Seller to provide a verified alternative account.
6. Handling Upon Payment Processor Termination or Account Closure: If a Payment Processor terminates services or closes relevant accounts, Surplusone shall return the Seller's Security Deposit pursuant to the return mechanism above within a reasonable period, or transfer it to an alternative compliant account for holding.

Surplusone is expressly authorized to execute partial or full deductions(right of set-off) to liquidate:

1. Buyer refunds and chargebacks(limited to actual refund/chargeback amounts incurred)
2. Dispute adjudications ruled against the Seller
3. Payment Processor penalties and retrieval fees(limited to fees actually charged by the Payment Processor)
4. Actual damages caused by misrepresentation, TIGS falsification, or grading violations
5. Actual losses resulting from fulfillment and shipping failures
6. Systemic losses caused by seller conduct
7. All incidental costs arising from seller fault(including but not limited to freight, duties, insurance, platform service fees, and Payment Processor processing fees)

Deduction Amount Limitations: Deduction amounts shall be based on actual losses, confirmed refund/chargeback amounts, fees actually charged by third parties, or fixed amounts expressly agreed in this Manual, and shall not exceed payables reasonably causally related to the matter.

1. Deduction Procedure: Surplusone may deduct corresponding amounts from the Security Deposit only upon occurrence of deductible items expressly listed in this Manual, valid refund/chargeback liability, dispute adjudication results, amounts required by regulators or Payment Processors in accordance with law, or matured payables expressly assumed by the Seller. If the amount cannot yet be determined, the corresponding amount may be temporarily withheld and settled upon determination.
2. Notice and Evidence: Except where immediate action is required by law, Payment Processor rules, or to prevent imminent fraud/fund loss, the platform shall notify the Seller via Official Channels prior to deduction, specifying the triggering event, calculation basis, proposed deduction amount, relevant evidence, and post-deduction Security Deposit balance. Where pre-deduction notice is impracticable, the platform shall send post-hoc notice within a reasonable period providing the foregoing information.
3. Appeal and Review: Sellers may submit written objections and counter-evidence within seven(7) calendar days of receiving deduction notice. The platform shall review objections; if review confirms the deduction is wholly or partially unfounded, the corresponding amount shall be returned within a reasonable period. During dispute, the platform may retain only necessary funds corresponding to the disputed amount and shall not expand the deduction scope without basis.
4. Additional Security Deposit Notice(Replenishment): If the Security Deposit falls below the required minimum threshold, Surplusone will issue a replenishment notice via Official Channels specifying the deficit amount and replenishment deadline. Sellers must remit supplemental funds within the prescribed period. Failure to cure the deficit will result in immediate suspension of listing privileges, freezing of withdrawals, or account termination.
5. Deficiency Billing: If the Security Deposit is insufficient to cover liabilities, the Seller will receive a deficiency invoice and is legally obligated to remit payment within seven(7) calendar days.

Return of the Security Deposit is strictly contingent upon:(a) voluntary account closure in good standing;(b) thorough resolution of all pending orders, disputes, and chargebacks; and(c) absence of ongoing regulatory or internal investigations. Refunds are processed exclusively after a mandatory ninety(90) to one hundred eighty(180) day cooling-off period to accommodate potential chargeback or cross-border dispute windows. Surplusone reserves the right to retain partial collateral if residual systemic risk exists, provided it specifies in writing the retained amount, rationale, and anticipated release timeline.

The Security Deposit cannot be used to offset platform subscription fees, serve as payment for goods, be pledged, assigned, or encumbered. Repeated, egregious, or malicious breaches of this Manual and/or the Master User Agreement will result in forfeiture of the Security Deposit as liquidated damages, concurrent permanent account termination, and potential civil/criminal prosecution. Forfeited amounts are limited to actual losses caused and liquidated damages agreed in this Manual, and shall not exceed reasonable proportions.

The Transparent Inventory Grading System(TIGS) is a mandatory four-tier classification system. It is designed to decouple product condition from inventory quality, quantify systemic uncertainty, and bind grading to pricing expectations and dispute adjudication logic. Every listing must display all four(4) tiers simultaneously. Single-letter or simplified grading is strictly prohibited.

Classifies the upstream supply chain origin of inventory:

(Risk Matrix: O1-O3 indicate predictable quality variance; O5-O6 indicate high-variance, high-risk lots.)

Quantifies the physical state and defect density of items:

(Critical Provision: Sellers must explicitly select and declare specific defect classifications, not merely percentage thresholds.)

Calculates a score(0-100) for lot homogeneity based on data inputs regarding SKU consistency, size/batch distribution, color variance, and packaging uniformity.

Calculates listing uncertainty based on inspection methodology, media timestamps, and seller's historical accuracy record.

1. Display Syntax: [IOG]/[PCG]/ CCS[Score]/[RTI](e.g., O2/ P1/ CCS 92/ R2 → "Cancelled Order · Like New · Uniform Lot · Sampled Inspection").
2. Dispute Binding: If a seller declares P1/CCS 90+ and a buyer provides sufficient contrary evidence, the system triggers automatic partial refunds, penalizes seller visibility, and degrades the seller's grading accuracy score.
3. Mandatory Media Protocol: All photographic evidence must be captured using the platform's proprietary camera feature to ensure reliable timestamps and prevent metadata tampering.

Every listing must contain accurate and complete basic metadata(product name, category, brand identification, and precise geographic inventory location), as well as complete four-tier TIGS data.

Sellers are strictly obligated to upload the following evidentiary assets via the platform's proprietary media capture tools:

1. Actual Photography: Use of OEM, manufacturer, or official website renders is strictly prohibited.
2. Timestamped Media: All photos and videos must be captured using the platform's integrated camera system to prevent metadata spoofing.
3. Volume/Quantity Proof: Photographic evidence of carton counts, pallet configurations, and stacking metrics.
4. Defect Documentation: High-resolution photography of all declared defects.
5. Video Documentation: Continuous video footage demonstrating unboxing, random sampling, and physical inspection of goods.

Critical: Incomplete or non-compliant evidence uploads result in automatic rejection and suppression of the listing.

At the time of listing creation, and/or upon request by the platform, buyers, third-party logistics(3PL) providers, customs authorities, or Payment Processors, sellers must immediately provide and upload complete and accurate Required Documentation, including but not limited to:

1. Detailed cargo manifests and packing lists;
2. Certificates of Origin, Certificates of Conformity, and Compliance Certificates(e.g., CCC, CE, FCC, FDA);
3. Safety Data Sheets(SDS) for applicable goods;
4. Valid Brand Authorization or Licensing Certificates;
5. Export Licenses and Permits;
6. Commercial Invoices and Transaction Records;
7. Any other documentation required by applicable law or requested by the aforementioned parties.

Failure to provide complete, valid, and unexpired Required Documentation at the time of listing or within twenty-four(24) hours of request will result in immediate listing suppression, order suspension, and/or account penalties. The Seller bears sole and absolute liability for any delays, seizures, fines, or losses resulting from incomplete, inaccurate, or missing documentation.

All listings are subject to automated scanning and/or manual review by platform compliance agents. Listings gain public visibility only upon approval. Surplusone reserves the absolute right to reject, suppress, or terminate any listing without providing justification.

Listing, marketing, or transmitting the following items is absolutely prohibited regardless of whether the seller possesses local permits. Violations constitute material breach resulting in immediate account termination and Security Deposit disposition pursuant to Section 4.8:

1. Hazardous and Controlled Substances: Narcotics, drug paraphernalia(including cannabis/marijuana derivatives regardless of local legality), controlled precursor chemicals, highly toxic substances, explosives, flammables, and corrosives.
2. Weapons and Tactical Equipment: Firearms(including components and replicas), ammunition, crossbows, controlled knives, fireworks, law enforcement/tactical gear(handcuffs, tasers), and covert spy/surveillance equipment.
3. Counterfeit Documents and Financial Instruments: Forged/altered identification documents, official government seals, academic credentials, counterfeit invoices, non-collectible lottery tickets, circulating fiat currency(RMB, USD, etc.), stocks, bonds, cryptocurrencies, NFTs, and counterfeit currency.
4. Protected Biological and Cultural Assets: Nationally protected wildlife(live specimens, carcasses, ivory, shark fins, derivatives), endangered plants, and antiques/cultural relics restricted by law.
5. Obscenity and Gambling: Pornographic materials, explicit sexual services, gambling hardware(marked cards, slot machines), and gambling facilitation services.
6. Pharmaceuticals: Prescription drugs, antibiotics, anesthetics, psychotropic substances, and Active Pharmaceutical Ingredients(APIs).
7. Specific Restricted Categories: Tobacco/nicotine products, e-cigarettes/vapes, gutter oil, human organs/remains, smuggled/counterfeit goods, IP-infringing goods, and subversive publications.
8. Cyber and Special Control Items: SMS blasting hardware, GPS jammers, license plate blockers, card skimmers, decryption software, and private investigation services.
9. Uncertified and Recalled Goods: Electronics, safety equipment, or children's products lacking mandatory legal certifications(CCC, CE, FCC, etc.), and any government-recalled products.

Listing the following items is strictly prohibited unless the seller uploads and maintains valid, unexpired administrative permits, licenses, or authorization certificates on the platform:

1. Medical/Health: Medical devices(requiring registration certificates), health supplements, contact lenses, and care solutions.
2. Specialized Industries: Locksmith tools/services, audio-visual publications, customs-seized goods.
3. Intellectual Property: Goods bearing Olympic/protected marks, and branded products requiring explicit, verifiable brand authorization certificates.
4. Cultural: Privately collected cultural relics requiring official state approval.

Sellers bear strict liability for all legal, civil, and criminal consequences arising from listing prohibited or restricted items. Surplusone will enforce summary deletion of listings, issuance of warnings, suspension of services, execution of permanent store closure, and Security Deposit disposition pursuant to Section 4.8. Products whose packaging, metadata, or descriptions imply inclusion of prohibited content will be preemptively suppressed.

All sellers expressly agree to serve as the Exporter of Record(EOR) for all export transactions.

1. Seller's Sole Responsibility: Sellers bear absolute responsibility for compliance with all export control laws, customs clearance regulations, and trade sanctions. Sellers must ensure they possess statutory export rights, ensure products are lawfully exportable from the origin jurisdiction, ensure all necessary certifications are affixed, and pay all export duties and taxes.
2. Documentation Obligation: As EOR, sellers must proactively prepare, maintain, and submit all Required Documentation to the platform, 3PLs, customs, and Payment Processors as stipulated in Section 6.3. Failure to fulfill this documentation obligation constitutes material breach of the EOR covenant.
3. Platform Disclaimer: Surplusone is not responsible for verifying import legality of products in destination countries. If products are seized, denied exit, or denied entry by customs or border protection agencies due to seller failure to provide adequate documentation, Surplusone bears zero liability.

1. Seller Due Diligence: Sellers must provide legally accurate data for logistics fulfillment, including precise volumetric measurements, gross weight, HS codes, and packaging strictly conforming to international freight standards.
2. Violation Penalties: Delays, demurrage, or customs holds resulting from seller failure to fulfill these covenants will result in warnings, penalties, and deduction of all additional costs(including warehousing and demurrage fees) from the Security Deposit pursuant to Sections 4.5 and 4.6. Deficiencies must be paid within seven(7) days of invoicing.
3. Platform Disclaimer: Surplusone does not operate, own, or manage physical logistics networks. All freight forwarding and last-mile delivery are executed by independent third-party logistics(3PL) providers. Surplusone acts solely as a digital intermediary.

The following operational practices constitute material breach:(1) Falsifying TIGS grades or provenance;(2) Intentionally commingling lots to mask defect density;(3) Failing to disclose known latent defects;(4) Labeling unverifiable or opaque-origin inventory as low-risk(e.g., marking O6 as R1).

Upon buyer execution of a "Make Offer"(subsequently accepted by seller) or satisfaction of "Group Buy" success conditions, sellers must confirm the order, verify shipment quantities, and lock in shipment time windows within system-prescribed timeframes. Failure to execute results in automatic order cancellation, reputation degradation, and penalties.

Once a buyer places and pays for an order, sellers must have products fully prepared for shipment and dispatched to the designated third-party logistics(3PL) provider within five(5) business days.

Seller Shipment Obligations:

1. Products must be picked, inspected, packed, labeled, and made available for carrier pickup or delivery to designated 3PL facilities within the prescribed five(5) business day window.
2. Sellers must update valid tracking information and proof of handover to the 3PL provider on the platform within the same timeframe.
3. Business days are defined as Monday through Friday, excluding public holidays recognized in the seller's operating jurisdiction.

Consequences of Unreasonable Delay:

1. Failure to ship within five(5) business days(absent platform-approved extension) constitutes unreasonable delay.
2. Unreasonable delays result in formal warnings and/or financial penalties at the platform's discretion.
3. Repeated or severe shipment delays may trigger escalated enforcement actions including but not limited to:
   (a) Algorithmic suppression or removal of listings
   (b) Deduction of penalties from Security Deposit pursuant to Sections 4.5 and 4.6
   (c) Suspension of selling privileges
   (d) Account termination for chronic non-compliance
4. Platform reserves the right to approve shipment extensions on a case-by-case basis upon seller submission of written evidence of exceptional circumstances(e.g., natural disasters, government-mandated closures, carrier failures). Extension requests must be submitted via Official Channels before expiration of the five(5) business day window.

1. Seller Obligation: Sellers must accurately input the total number of shares(portions) into which inventory will be divided and the exact quantity per share. Sellers are legally obligated to split physical products evenly and equitably.
2. Execution Example: A 10-share Group Buy sold to 8 buyers requires the seller to prepare 10 physically equal portions(e.g., 7 buyers receive 1 portion each; the 8th buyer receives 3 portions).
3. Success Condition: All shares must be sold for the Group Buy transaction to execute. If the time limit expires with unsold shares remaining, the transaction is automatically voided.

Sellers must define a minimum acceptable floor price. Once a buyer's offer meets or exceeds this floor and the seller clicks "Accept," a binding, irrevocable commercial contract is formed. Seller revocation or cancellation constitutes material breach.

Shipment Prerequisite: Before generating shipping labels or transferring custody to a 3PL, sellers must upload:

1. Actual product photography(matching original listing).
2. Same-day timestamped media(proving possession on shipment date).
3. Pre-packaging and post-packaging(carton/pallet) photography.
4. Random sampling documentation(for bulk/pallet orders).
5. Complete Required Documentation: Finalized manifests, commercial invoices, packing lists, and all certifications required for customs clearance and carrier acceptance.

System Lock: Incomplete QA uploads(including missing Required Documentation) trigger a system lock preventing tracking data entry and halting the fulfillment process.

If a buyer invokes the optional on-site QA inspection service, sellers must:

1. Grant unrestricted facility access to Surplusone-authorized QA agents.
2. Assist honestly, respectfully, and without obstruction during inspection.
3. Provide all requested physical documentation, certifications, and manifests.
4. Strictly Prohibited: Altering, swapping, concealing, or modifying any portion of the listed lot prior to or during audit. Inspected lots must perfectly mirror digital listings.
5. Permit QA agents to document audits via writing, photography, and video.
6. Ensure seller or authorized representative personally accompanies QA agents at all times.
7. Monitoring and Personal Information: If body-cams or other recording devices are genuinely necessary for QA inspections, Surplusone shall explain to the seller and on-site personnel prior to inspection the purpose, scope, usage methods, access permissions, retention periods, and applicable cross-border transfer arrangements, collecting only information necessary for security, audit, and evidence integrity. Unless required by law or necessary for handling disputes, fraud, incidents, or regulatory matters, such footage shall not be used for unrelated purposes. Surplusone shall implement appropriate access controls, storage, and deletion measures, managing related data in accordance with the Privacy Policy and applicable laws. If the seller lawfully refuses body-cams or on-site conditions are unsuitable, the platform shall provide reasonable alternative evidence methods where risk is acceptable.

Time is of the essence. Within forty-eight(48) hours of physical takeover of products, buyers must:

1. Use the platform's proprietary camera feature.
2. Record continuous, unedited video from cargo arrival through unboxing.
3. Execute random draws from multiple cartons and perform spot checks.
4. Document all physical conditions and defects via timestamped media.

Evidentiary Threshold: If a buyer fails to generate this required documentation or complete the receipt protocol within the 48-hour window, the order is marked "Deemed Completed" in the platform system. However, this status serves solely for platform internal fulfillment management and dispute handling purposes and does not exclude, limit, or affect:
(a) Buyer rights under applicable law;
(b) External dispute mechanisms for refunds, fraud, unauthorized transactions, and chargebacks handled by issuing banks, card networks, acquirers, or Payment Processors pursuant to applicable rules;
(c) Any refund, chargeback, or payment dispute rights afforded to buyers under applicable Payment Processor rules or card network rules.

Provided the buyer successfully completes the 48-hour receipt protocol, the buyer has an additional seventy-two(72) hours from receipt to formally submit return/refund requests or complaints via the platform. Expiration of this 72-hour window results in automatic closure of platform internal dispute procedures but does not affect buyer external dispute rights preserved under Section 10.8.

Upon receipt of a formal buyer dispute, the burden of proof shifts entirely to the seller.

1. Seller's Sole Obligation: Sellers must upload comprehensive rebuttal evidence(high-resolution images, unedited video, written statements, third-party attestations) within seventy-two(72) hours proving seller non-culpability.
2. Platform Disclaimer: Surplusone has no obligation to investigate, gather evidence, or rebut refund claims on behalf of sellers.
3. Automatic Default: If a seller fails to respond, fails to upload evidence, or uploads insufficient/irrelevant evidence within the 72-hour timeframe, the platform's adjudication process automatically rules seller culpable and fully approves the buyer's refund/return request(platform internal procedure only).

If ruled culpable, sellers bear strict and absolute liability for all associated costs including but not limited to:

1. Freight and delivery fees from origin to destination and destination to origin.
2. All duties, taxes, and brokerage fees.
3. Cargo insurance premiums.
4. Platform service fees for both buyer and seller.
5. Payment Processing, Refund, and Chargeback Fees: Fees arising from payment processing, refunds, or chargebacks are charged to sellers only to the extent expressly agreed in applicable payment service contracts, platform fee schedules, or this Manual. Dreamblox International Co. Ltd., as Merchant of Record, serves as the payment service contract party and fund collection/settlement entity; Dreamblox bears primary responsibility for refund and chargeback disputes but has the right to seek recourse from culpable sellers pursuant to this Manual.
6. All incidental and consequential costs.

Enforcement: All foregoing costs shall be deducted from the seller's Security Deposit pursuant to Sections 4.5 and 4.6.

Surplusone acts solely as an impartial mediator. The platform reviews all documentation, video, and photographic evidence submitted by both parties, analyzes original listing data, and determines culpability in an unbiased manner. Adjudication may require seven(7) to fourteen(14) business days. Platform adjudications are binding for platform internal enforcement and financial routing purposes, but:
(a) Do not affect, limit, or supersede mandatory rules and external dispute adjudications by issuing banks, card networks, acquirers, or Payment Processors;
(b) Do not affect buyer rights under applicable law;
(c) Where external payment dispute adjudications conflict with platform adjudications, external adjudications prevail and the platform shall adjust internal financial routing accordingly.

If a refund is adjudicated:

1. Products must be returned to the seller.
2. Upon seller confirmation of receipt of returned goods, the agreed refund amount is released to the buyer via original payment method. If seller fails to confirm receipt within a reasonable period(not exceeding fourteen(14) business days after tracked delivery confirmation), the platform may process refunds based on alternative delivery evidence(e.g., carrier tracking confirming delivery).
3. Buyers may need to arrange local reverse logistics and prepay freight.
4. Buyers must submit freight invoices to platform support.
5. Return freight is reimbursed to buyers only after seller confirms receipt of returned inventory(or triggering of the alternative delivery confirmation mechanism above).

Refunds and returns are not automatic. Outcomes depend on:(1) Evidence review;(2) Seller obligations;(3) Platform rules;(4) Payment Processor requirements. Sellers acknowledge that surplus inventory may not qualify for returns.

For avoidance of doubt:

• Platform internal dispute resolution procedures aim to facilitate efficient resolution between buyers and sellers.
• Platform internal dispute procedures do not constitute mandatory prerequisites for initiating external chargebacks, payment disputes, or refund claims.
• Buyers retain the right to initiate external disputes with issuing banks or Payment Processors at any time, subject to applicable card network rules and time limits.
• Platform internal deadlines(48-hour receipt, 72-hour dispute window) apply solely to internal evidence collection, liability allocation, and financial routing, and do not override mandatory external dispute rules.
• Sellers acknowledge that if a buyer initiates an external chargeback via issuing bank or Payment Processor and such chargeback is upheld, Dreamblox(as MoR) has the right to seek recourse from culpable sellers for relevant amounts and fees pursuant to this Manual.

1. Notification Mechanism: When Dreamblox(as MoR) receives chargeback notifications, retrieval requests, or payment alerts forwarded by Payment Processors or card networks, the platform shall notify relevant sellers via Official Channels within two(2) business days of receipt, providing chargeback/retrieval reason codes, transaction details, and required evidence checklists.
2. Seller Response Deadline: Sellers must submit complete rebuttal evidence via the platform within five(5) calendar days of receiving chargeback/retrieval notice(including but not limited to: proof of shipment, proof of delivery, TIGS grading records, timestamped media, communication records).
3. Evidence Standards: Submitted evidence must comply with evidence requirements and format specifications of applicable card networks(Visa, Mastercard, etc.). The platform may provide evidence submission guidelines, but sellers bear ultimate responsibility for evidence sufficiency and compliance.

1. Chargebacks Due to Seller Fault: If chargeback causes are attributable to the seller(including but not limited to: inaccurate TIGS grading, item not as described, non-shipment, shipment delay, missing documentation), the seller shall bear:
   (a) Chargeback amount(full refund to buyer);
   (b) Chargeback processing fees charged by Payment Processor;
   (c) Card network fines(if applicable);
   (d) All associated reverse logistics costs.
2. Chargebacks Not Due to Seller Fault: If chargeback causes are unrelated to the seller(e.g., buyer fraud, unauthorized transactions, issuing bank errors), the seller does not bear the chargeback amount but must cooperate in providing necessary evidence to assist Dreamblox in chargeback representment.
3. Dispute Attribution: Where chargeback causes involve shared buyer-seller responsibility, the platform determines liability proportions pursuant to the adjudication framework in Section 10.5.

1. Representment: If the platform or Dreamblox determines reasonable grounds for representment, Dreamblox may at its discretion initiate representment. Sellers must cooperate in providing all necessary evidence.
2. Appeal Costs: Costs arising from representment(e.g., card network arbitration fees) are initially borne by Dreamblox; if representment succeeds, costs are borne by the buyer or their issuing bank; if representment fails, costs are borne by the culpable party based on liability attribution.

1. Fine Liability: If seller conduct causes Dreamblox(as MoR) to be fined by card networks(including but not limited to: excessive chargeback rate fines, violation transaction fines, compliance violation fines), the seller shall bear corresponding fine amounts, and the platform may deduct from Security Deposit pursuant to Sections 4.5 and 4.6.
2. Chargeback Rate Monitoring: Sellers must maintain transaction chargeback rates below card network thresholds. If a seller's chargeback rate persistently exceeds 1%, the platform has the right to:
   (a) Issue warnings and require remediation plans;
   (b) Restrict listing or transaction volumes;
   (c) Increase Security Deposit requirements;
   (d) Suspend or terminate accounts.
3. Systemic Risk: If seller conduct causes Dreamblox to be classified as a high-risk merchant or face merchant termination by card networks, the seller shall be liable for all direct losses resulting therefrom.

Sellers are strictly prohibited from engaging in the following activities:

1. Manipulating TIGS grades; concealing latent defects.
2. Fabricating or altering photos, videos, metadata, or timestamps.
3. Cross-listing or reusing identical inspection evidence across multiple distinct listings.
4. Circumventing platform QA inspections or disclosure protocols.
5. Shipping goods materially deviating from listing data.
6. Manipulating CCS or RTI input variables.
7. Platform Leakage: Soliciting, inducing, or executing off-platform transactions with buyers met through the platform.
8. Offering side agreements, kickbacks, or unauthorized warranties to buyers.
9. Abusing, manipulating, or exploiting dispute or refund mechanisms.
10. Submitting fraudulent claims, invoices, or customs declarations.
11. Colluding with buyers to circumvent platform rules or defraud Payment Processors.
12. Using the platform for testing or arbitrage abuse.
13. Failure to Provide Documentation: Refusing, delaying, or failing to provide complete and accurate Required Documentation when requested by platform, buyers, 3PLs, customs, or Payment Processors.
14. Submission of Fraudulent Documentation: Uploading forged, altered, expired, or invalid manifests, certificates, licenses, or invoices.

Sellers are subject to warnings, financial penalties, account suspension, or termination for:

1. Delayed order confirmation or preparation.
2. Failure to dispatch products to 3PL provider within mandatory five(5) business day timeframe.
3. Listing inventory seller no longer physically possesses(phantom inventory).
4. Cancelling orders due to seller remorse over accepted low-price offers.
5. Cancelling orders due to seller negligence or careless data entry errors.
6. Shipment preparation delays or improper packaging causing cargo damage.
7. Posting false, forged, or misleading listings, information, or advertisements.
8. Attempting to divert buyers off-platform to execute transactions.
9. Any conduct directly or indirectly related to illegal, fraudulent, or money laundering activities.
10. Failure to provide Required Documentation as stipulated in Section 6.3.

Surplusone may, at its sole and absolute discretion, impose penalties for violations of this Manual and/or Master User Agreement including:

1. Removal, suppression, or blocking of listings.
2. Mandatory downgrade of TIGS grades and seller reputation scores.
3. Withholding, freezing, or deducting funds from Security Deposit pursuant to Sections 4.5 and 4.6.
4. Freezing or rerouting withdrawal payments.
5. Summary suspension or permanent account termination.
6. Reporting violations, PII, and corporate data to regulators, law enforcement, or customs authorities.
7. Retaining all digital and physical evidence for legal defense or prosecution.

No prior notice is required in cases involving suspected risk, fraud, safety concerns, or regulatory violations.

CRITICAL UNDERSTANDING:

1. Surplusone operates strictly as a B2B digital marketplace for surplus, overstock, and liquidation inventory.
2. Surplusone is NOT the seller, manufacturer, or owner of any goods listed on the platform.
3. All products are 100% owned, controlled, and sold by sellers, NOT Surplusone.
4. All purchase contracts are formed directly and exclusively between buyers and sellers.
5. Dreamblox International Co. Ltd., as Merchant of Record, serves as the payment service contract party and fund collection/settlement entity, but does not thereby become the seller, manufacturer, or owner of goods.
6. The platform provides digital infrastructure, acting as technology intermediary and Merchant of Record for payment transactions.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SURPLUSONE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SURPLUSONE DOES NOT WARRANT OR GUARANTEE:

1. Product quality, merchantability, or fitness for particular purpose.
2. Resale value, profitability, or commercial viability.
3. Compliance with buyer's local, state, national, or international regulations.
4. Accuracy, reliability, or outcomes of TIGS grading system.

Ensuring accuracy, legality, clarity, and thoroughness of all products and listings is the seller's sole and absolute responsibility. Sellers shall not hold Surplusone liable for any issues, misunderstandings, miscommunications, defects, dissatisfaction, or complaints.

Indemnification: Sellers agree to unconditionally indemnify, defend, and hold harmless Surplusone, Dreamblox International Co. Ltd., and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses(including reasonable attorneys' fees) arising from:
(a) Seller's use of the platform;
(b) Breach of this Manual, Master User Agreement, or platform policies;
(c) Export, import, or regulatory non-compliance;
(d) Product liability issues;
(e) Intellectual property infringement;
(f) Delays, seizures, fines, or losses resulting from failure to provide Required Documentation;
(g) Chargebacks, card network fines, or Payment Processor penalties resulting from seller fault.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SURPLUSONE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL.

Surplusone shall not be liable for:

1. Quality disputes between buyers and sellers.
2. Commercial losses or downstream resale issues.
3. Loss of deposit value due to bank, payment institution, or Payment Processor actions(excluding fund handling errors caused by Surplusone's own fault).
4. Logistics issues(including cargo damage, loss, or delay during transit).
5. Customs delays, seizures, or regulatory holds.
6. Any damages or losses resulting from seller failure to provide complete, accurate, or timely Required Documentation.

EXCEPTIONS — This section does not exclude or limit:

• (a) Liability that cannot be excluded or limited under applicable law;
• (b) Liability arising from Surplusone's willful misconduct or gross negligence;
• (c) Liability arising from Surplusone's own breach of data protection and information security obligations;
• (d) Surplusone's own payment processing, fund errors, or unauthorized transaction liability;
• (e) Liability for personal injury or death caused by Surplusone's negligence.

Liability Cap: Surplusone's total aggregate liability arising from or related to this Manual, Master User Agreement, or platform use shall not exceed total service fees paid by Seller to SURPLUSONE in the twelve(12) months preceding the event giving rise to the claim(excluding Security Deposit). This cap does not apply to the exceptions above or liability that cannot be limited under applicable law.

All Surplusone personnel, agents, and automated systems will contact users exclusively via Official Channels:

1. Email: Strictly originating from @surplusone.cn, @surplusone.com, or @dreamblox.com.
2. WeChat: Exclusively via certified enterprise accounts.
3. In-App: Platform's proprietary instant messaging infrastructure.

If you receive communications purporting to be from Surplusone via any of the following channels, you must immediately ignore and report:

1. Standard/personal WeChat/Weixin accounts.
2. Third-party social or messaging platforms(WhatsApp, Line, Telegram, Facebook, LinkedIn, Instagram, Snapchat, Kakao, X/Twitter).
3. SMS, unauthorized emails, or unsolicited phone calls.
4. Unsolicited URL links, payment gateways, file downloads, or app downloads.

WARNING: Do not click URLs or download files from unauthorized sources. Surplusone employs defensive measures against scams and fraud, but sellers bear ultimate responsibility for verifying communication authenticity.

1. Acknowledgment of Inherent Digital Risks: All sellers expressly acknowledge and agree that no digital platform, network, cloud infrastructure, or internet data transmission system is completely secure, impenetrable, or immune from unauthorized intrusion, technical failure, or malicious exploitation.
2. Limited Cyber Incident Liability: To the maximum extent permitted by applicable law, Surplusone shall implement and maintain industry-standard reasonable security measures to protect seller data and platform infrastructure. In the event of a cyber incident(including but not limited to cyberattacks, hacking, unauthorized system access, malware, ransomware, DDoS attacks, data breaches, phishing, or social engineering attacks), provided Surplusone has fulfilled its statutory data protection and information security obligations, Surplusone shall not be liable for direct, indirect, incidental, consequential, special, punitive, or exemplary damages arising therefrom.
3. Exceptions — This section does not exclude or limit:
   (a) Liability that cannot be excluded or limited under applicable law;
   (b) Liability arising from Surplusone's fraud, willful misconduct, or gross negligence;
   (c) Liability arising from Surplusone's own breach of data protection, information security, or payment security obligations;
   (d) Liability for unauthorized transactions or statutory refund obligations;
   (e) Liability for personal injury or death caused by Surplusone's negligence.
4. Seller's Independent Security Obligations: Sellers bear full responsibility for implementing and maintaining sound cybersecurity measures for their own devices, networks, and systems. Surplusone is not liable for damages originating from seller's own devices, networks, or negligence.

Surplusone maintains zero tolerance for money laundering, fraud, scams, and terrorist financing.

Seller Warranty: Sellers warrant that all funds used in platform transactions originate from lawful, verifiable sources.

Enforcement Entities and Division of Responsibilities: Surplusone and its commissioned Payment Processors(including Airwallex) will independently or jointly execute KYC/KYB, AML, sanctions screening, and transaction monitoring in accordance with applicable laws and regulations. Specific division of responsibilities:

• (a) Surplusone is responsible for preliminary KYC/KYB review at seller onboarding, daily transaction behavior monitoring, and platform-level compliance management;
• (b) Payment Processors are responsible for payment-layer KYC/KYB, sanctions screening, transaction monitoring, fund freezing, and regulatory reporting.

1. Risk Tiering: Platform and Payment Processors implement risk-based tiered management for sellers and transactions. High-risk sellers and transactions are subject to:
   (a) Enhanced Due Diligence;
   (b) More frequent monitoring and re-verification;
   (c) Stricter transaction limits and settlement delays.
2. Freezing and Reporting Authority: For accounts, transactions, or activities triggering high-risk indicators, sanctions list matches, or suspicious activity flags, Payment Processors or the platform have the right to, in accordance with law:
   (a) Freeze or restrict funds and suspend transactions;
   (b) Reject or decline transactions;
   (c) Submit Suspicious Activity Reports(SARs) to relevant authorities and provide all necessary data;
   (d) Implement enhanced due diligence and continuous monitoring including periodic re-verification.
3. Asset Freeze Disclaimer: If regulatory or law enforcement authorities determine funds originate from illegal sources or involve suspicious activity, Surplusone bears no liability for frozen or seized assets.

All platform content including but not limited to Surplusone logos(copyright registered in Hong Kong and China), UI/UX designs, TIGS grading methodology, algorithms, documentation, software, mobile applications, and all related materials are proprietary intellectual property of Surplusone or its licensors. Unauthorized reproduction, reverse engineering, data scraping, or commercial exploitation is strictly prohibited and will be prosecuted to the fullest extent of law.

1. Payment Processor: Buyer payments are processed by licensed Payment Processor Airwallex(and its affiliated entities as explicitly identified on order/payment pages) commissioned by Dreamblox International Co. Ltd.(as Merchant of Record) for payment routing, acquiring, and fund settlement services.

Merchant and Contracting Parties — Explicitly Fixed:

• (a) Seller of goods under purchase contract: Actual seller;
• (b) Payment Service Contract Party/ Merchant of Record: Dreamblox International Co. Ltd.;
• (c) Acquirer/ Fund Collection and Settlement Entity: Dreamblox International Co. Ltd.(processed via Airwallex);
• (d) Primary Responsible Entity for Refunds, Chargebacks, and Payment Disputes: Dreamblox International Co. Ltd.(Dreamblox has right to seek recourse from culpable sellers pursuant to this Manual).

1. Refunds and Chargebacks: Refunds are processed via original payment method and Airwallex rules. In case of chargebacks, payment disputes, or Payment Processor risk blocks, Dreamblox(as MoR) bears primary responsibility pursuant to applicable payment service contracts and this Manual. Dreamblox may suspend relevant funds or deduct confirmed seller-responsible amounts from Security Deposit pursuant to Sections 4.5 and 4.6 in accordance with applicable rules.
2. Payment Compliance: Sellers agree to comply with Airwallex Acceptable Use Policy, KYC/KYB, AML/CTF, sanctions, and risk control requirements. Collection and tokenization of bank card data is completed by Airwallex via hosted payment pages or tokenization systems; the platform does not directly collect or store complete credit card numbers, CVV/CVC codes, or other sensitive authentication data. Regarding PCI DSS compliance responsibilities, card data collection and processing are borne by Airwallex; the platform bears corresponding security obligations for tokenized or summarized information it receives and processes.
3. Airwallex Privacy Policy: Airwallex Privacy Policy available at: https://www.airwallex.com/global/terms/privacy-policy
4. Document Priority: Airwallex Acceptable Use Policy, Privacy Policy, and other external terms take precedence only within their direct scope of governance(payment services, payment security, card network rules, refund and chargeback processing). External payment terms shall not expand Surplusone's contractual obligations to sellers nor diminish seller rights under applicable law. Document conflicts are resolved pursuant to priority order in Section 16.7.

All physical logistics, freight forwarding, and last-mile delivery are executed by independent 3PL providers.

Platform Disclaimer: Surplusone does not operate physical logistics networks. In case of cargo damage or loss, Surplusone acts solely as digital intermediary facilitating investigation and claims processing with 3PLs. Not all resolutions or claim payouts are guaranteed or satisfactory. Sellers expressly agree not to hold Surplusone liable for any logistics, freight, or transportation issues.

Failure or delay by Surplusone in enforcing any provision of this Manual, Master User Agreement, and/or platform policies does not constitute waiver of rights nor preclude subsequent enforcement.

Surplusone may modify, amend, or update this Manual, Master User Agreement, and/or platform policies based on business, legal, regulatory, Payment Processor, or security needs.

1. Non-Material Changes: For non-material changes, platform may make effective upon publication.
2. Material Changes: For material changes substantially affecting payments, fees, Security Deposit, settlement, data processing, liability, or seller core interests, platform shall notify sellers via Official Channels at least thirty(30) days in advance and require seller re-confirmation of acceptance where applicable, unless shorter effective periods are required by law, regulators, Payment Processors, or urgent security/fraud risks.
3. Non-Retroactivity: No changes apply retroactively to existing orders, completed transactions, pending settlement funds, or submitted dispute cases, unless changes are mandated by applicable law or necessary to prevent fraud, money laundering, or payment risks. For existing orders and disputes, relevant terms effective at order formation or dispute occurrence continue to apply; for pending settlement funds, mandatory payment/regulatory requirements applicable at both fund formation and settlement apply.
4. Acceptance Mechanism: For material changes requiring seller re-confirmation, platform shall specify re-confirmation deadline and consequences of non-confirmation. Platform shall not rely solely on"continued use" as sole acceptance method for material changes.

If any provision, clause, or article of this Manual is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity does not affect enforceability of remaining provisions, which remain in full force and effect.

This Master Seller Agreement and Operations Manual, together with Master User Agreement, Privacy Policy, and all supplementary platform policies, constitute the complete, integrated agreement between Seller and Surplusone regarding subject matter herein, superseding all prior negotiations, representations, or agreements.

Surplusone is not liable for failure or delay in performing obligations under this Manual caused by circumstances beyond reasonable control including but not limited to acts of God, war, terrorism, epidemics, government sanctions, internet outages, natural disasters, Payment Processor failures, and cyberattacks(provided Surplusone has fulfilled statutory security obligations).

This Manual, Master User Agreement, and any non-contractual obligations arising from or related thereto shall be governed by and strictly construed in accordance with laws of Hong Kong Special Administrative Region. Any disputes, controversies, or claims arising from or related to this Manual and/or Master User Agreement shall be subject to exclusive jurisdiction of courts of Hong Kong.

In case of conflict or inconsistency among documents governing the platform, the following priority order applies:

1. Mandatory laws, regulatory requirements, and card network rules(highest priority);
2. Payment service terms applicable to specific transactions(Airwallex terms);
3. Disclosures on order and payment pages for such transactions;
4. Data processing provisions of Privacy Policy;
5. Seller obligations under this Master Seller Agreement and Operations Manual;
6. General user terms under Master User Agreement;
7. Other platform policies(lowest priority).

No external payment terms shall expand seller payment, refund, chargeback, or data obligations under this Master Seller Agreement unless seller received explicit notice and provided valid consent pursuant to applicable law prior to effectiveness.

Where mandatory laws or regulations conflict with above priority order, mandatory laws or regulations prevail.

By registering as a Seller, accessing seller-side functions, or posting any listings on the SURPLUSONE platform, you hereby acknowledge, warrant, and covenant that you have:

1. Read and understood this complete Master Seller Agreement and Operations Manual and Master User Agreement.
2. Understood all legal terms, operational conditions, strict liabilities, and financial responsibilities contained herein.
3. Agreed to be legally, contractually, and irrevocably bound by all provisions of this Manual and/or Master User Agreement.
4. Accepted all systemic risks, trust disclaimers, and liability limitations associated with platform use.
5. Agreed to platform enforcement rights, set-off rights, and Security Deposit collateralization policies(as limited by this Manual).
6. Confirmed beneficial ownership of Security Deposit funds remains with Seller; platform holds only agreed-upon rights of risk mitigation, security, and set-off pursuant to this Manual.
7. Confirmed Surplusone(operated by Dreamblox International Co. Ltd.) as digital platform operator, technology intermediary, B2B marketplace facilitator, and Merchant of Record for payment transactions.
8. Agreed to unconditionally indemnify, defend, and hold harmless Surplusone and Dreamblox International Co. Ltd. from all claims, liabilities, and regulatory violations.
9. Accepted absolute obligation to provide and upload all Required Documentation at listing creation and/or upon request by platform, buyers, 3PLs, customs, or Payment Processors pursuant to Sections 6.3, 8.1, and 9.5.
10. Understood and agreed that platform internal dispute resolution procedures do not constitute mandatory prerequisites for initiating external chargebacks or payment disputes, and Dreamblox(as MoR) has right to seek recourse from culpable sellers for relevant amounts and fees arising from chargebacks pursuant to this Manual.

This acknowledgment constitutes a legally binding executed agreement between you and DREAMBLOX INTERNATIONAL CO. LTD.(doing business as SURPLUSONE).