Terms Of Use

Shopwell.us – Terms of Use

Last Updated: July 21, 2025

Welcome to Shopwell.us (“Shopwell”, “we”, “us”, “our”). These Terms of Use (“Terms”) govern your access to and use of the Shopwell website, services, and applications (collectively, the “Platform”). The Platform is a wholly-owned subsidiary of Lonca Global (“Lonca”).

By accessing or using our Platform, you (“User”, “you”) agree to be bound by these Terms and our Privacy Policy. This agreement applies to all visitors, buyers, sellers, and others who access the Platform.

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE AN AGREEMENT TO MANDATORY ARBITRATION, WHICH MEANS THAT YOU AGREE TO SUBMIT ANY DISPUTE RELATED TO THE PLATFORM TO BINDING INDIVIDUAL ARBITRATION RATHER THAN PROCEEDING IN COURT.

1. Definitions

• “Buyer” refers to any User who purchases goods on the Platform.

• “Seller” or “Vendor” refers to any business entity or individual who has been approved to list and sell goods through the Platform.

• “Content” means all text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Platform.

2. The Shopwell Service Shopwell provides an online marketplace that connects Sellers of unique, high-quality goods with Buyers in the United States. Lonca, our parent company, provides end-to-end operational management, including but not limited to warehousing, order fulfillment, shipping, and customer support, to ensure a seamless and reliable transaction experience. Shopwell is the storefront and facilitator of the transaction; Lonca is the operational engine.

3. User Accounts To access certain features of the Platform, you may be required to create an account. You agree to:

• Provide accurate, current, and complete information during the registration process.

   

• Maintain the security of your password and accept all risks of unauthorized access to your account.

   

• Promptly notify us if you discover or otherwise suspect any security breaches related to the Platform. You are responsible for all activities that occur under your account.

4. Terms for Buyers

• 4.1. Purchases: When you make a purchase, you agree that you are responsible for reading the full item listing before making a commitment to buy. You enter into a legally binding contract to purchase an item when you commit to buy an item.

• 4.2. Pricing and Payment: All prices are listed in U.S. Dollars. You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees and taxes. We use a third-party payment processor to handle all transactions.

• 4.3. Shipping and Delivery: Order fulfillment and shipping are managed by Lonca’s U.S.-based operations center. While we strive to meet all estimated delivery times, Shopwell and Lonca are not liable for any shipping delays caused by the carrier or other factors outside of our direct control.

• 4.4. Returns and Refunds: Our return and refund policies are outlined in our “How to Return” policy document. All returns are processed through our U.S. operational center.

• 4.5. Product Information: We are a marketplace. The information, descriptions, and images for products are provided by the individual Sellers. While we encourage accuracy, Shopwell does not warrant that product descriptions or other content is accurate, complete, reliable, current, or error-free.

5. Terms for Sellers (Vendors)

• 5.1. Eligibility: Selling on Shopwell is a privilege granted to approved vendors. All Sellers must apply, be approved by Shopwell, and comply with our policies to maintain a high standard of quality and service.

• 5.2. Your Responsibilities: You are solely responsible for your products and all Content you submit. By listing a product, you warrant that:

  • You have all necessary rights, licenses, and permissions to sell the product.

  • The product and your Content do not infringe upon any third party’s intellectual property rights (copyright, trademark, patent, etc.).

  • All information, including descriptions and images, is accurate, complete, and not misleading.

  • The products are safe, authentic, and comply with all applicable U.S. laws and regulations.

• 5.3. Fulfillment Model: You agree to adhere to our U.S.-based fulfillment model, which requires sending inventory to Lonca-designated warehouses. Lonca will handle all aspects of order fulfillment upon a sale.

• 5.4. Fees and Payouts: You agree to pay the platform commission (as detailed in our Vendor Program agreement) on the final sale price. Payouts will be made according to the schedule and terms outlined in your Vendor Program agreement, net of commissions, taxes, shipping costs, and other applicable fees.

• 5.5. Grant of License: By listing products, you grant Shopwell and Lonca a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Platform and our business, including for promoting your products.

6. Intellectual Property and Copyright Policy

• 6.1. Shopwell’s Intellectual Property: The Platform and its original Content (excluding Content provided by Sellers), features, and functionality are and will remain the exclusive property of Shopwell and Lonca. Our trademarks and trade dress may not be used in connection with any product or service without our prior written consent.

• 6.2. Copyright Infringement and DMCA Policy: Shopwell respects the intellectual property rights of others and expects its Users to do the same. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”).

  • Reporting Infringement: If you are a copyright owner and believe that your work has been copied in a way that constitutes copyright infringement, please submit a notice to our designated Copyright Agent at [copyright@shopwell.us] with all of the following information: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material on our Platform; (c) your contact information; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

  • Platform Action and Disclaimer: Upon receipt of a valid infringement notice, Shopwell reserves the right to remove or disable access to the allegedly infringing material without prior notice and at our sole discretion. You acknowledge that the Seller who posted the content is solely liable for any infringement. Shopwell acts as a marketplace and disclaims all liability for copyright infringement committed by its Sellers.

  • Repeat Infringers: We will terminate the account privileges of any Seller who is determined to be a repeat infringer.

7. Prohibited Conduct You agree not to use the Platform to:

• Violate any law or regulation.

• Engage in any fraudulent activity, including the sale of counterfeit items.

• Infringe on any third party’s intellectual property rights.

• Circumvent our fee structure or payment processes.

• Interfere with or disrupt the integrity or performance of the Platform.

8. Disclaimers and Limitation of Liability

• 8.1. “AS-IS” Basis: THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

• 8.2. Marketplace Disclaimer: You acknowledge that Shopwell is a marketplace venue and is not the manufacturer, producer, or designer of the items sold by Sellers. We do not guarantee the quality, safety, authenticity, or legality of items listed. Any legal claim related to an item you purchase must be brought directly against the Seller of the item.

• 8.3. LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SHOPWELL (INCLUDING ITS PARENT COMPANY LONCA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS) SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PLATFORM; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PLATFORM; OR (C) ANY PRODUCT PURCHASED FROM THE PLATFORM.

9. Indemnification You agree to indemnify, defend, and hold harmless Shopwell, Lonca, and our officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with (i) your access to or use of the Platform; (ii) your violation of these Terms; (iii) your violation of any third-party right, including any intellectual property right; or (iv) any claim related to your products causing damage to a third party.

10. Termination We may terminate or suspend your account and bar access to the Platform immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms. Upon termination, your right to use the Platform will immediately cease.

11. Dispute Resolution and Governing Law These Terms shall be governed by the laws of the State of Texas, United States, without regard to its conflict of law provisions.

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court.

12. General Provisions

• Entire Agreement: These Terms constitute the entire agreement between you and Shopwell regarding our Platform.

• Severability: If any provision of these Terms is held to be invalid or unenforceable, that provision will be struck and the remaining provisions will be enforced.

• Changes to Terms: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide at least 30 days’ notice before any new terms take effect.

• Contact Information: For any questions about these Terms, please contact us at [legal@shopwell.us].

13. Taxes You are solely responsible for any and all taxes associated with your activities on the Platform.

• For Buyers: You are responsible for paying all applicable sales taxes, use taxes, and any other transactional taxes related to your purchases.

• For Sellers: You are solely responsible for collecting, reporting, and remitting any and all applicable sales, VAT, or other transactional taxes to the appropriate tax authorities. Furthermore, you are responsible for your own income, corporate, and employment taxes arising from your sales on the Platform. Shopwell and Lonca will not be responsible for withholding, collecting, or paying any taxes on your behalf and will not be held liable for your failure to comply with your tax obligations.

14. Relationship of the Parties Nothing in these Terms shall be construed as creating any agency, partnership, joint venture, employment, or franchisee relationship between you and Shopwell or Lonca. Sellers are independent contractors, responsible for their own business decisions and obligations. You have no authority to bind Shopwell or Lonca in any respect whatsoever.

15. Third-Party Links & Services The Platform may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Shopwell. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website from the Platform, you do so at your own risk, and you understand that these Terms and our Privacy Policy do not apply to your use of such sites. You expressly relieve Shopwell and Lonca from any and all liability arising from your use of any third-party website, service, or content.

16. Platform Availability and Electronic Communications

• 16.1. Availability: We do not guarantee that the Platform will be secure or available at all times, or that it will be free from errors, bugs, or interruptions. Access to the Platform may be occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. We will not be liable to you if for any reason the Platform is unavailable at any time or for any period.

• 16.2. Electronic Communications: When you use the Platform or send emails to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this Platform. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

17. User Feedback and Submissions We welcome feedback, comments, and suggestions for improvements to the Platform (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Platform or in any such Feedback. All Feedback becomes the sole and exclusive property of Shopwell, and Shopwell may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Shopwell any and all right, title, and interest that you may have in and to any and all Feedback.

18. Force Majeure Neither Shopwell nor Lonca shall be liable for any failure or delay in performance under these Terms for causes beyond our reasonable control and without our fault or negligence. Such causes may include, but are not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, pandemics, epidemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

19. Compliance with Trade Laws and Sanctions You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, and trade and economic sanctions maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”). You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country. You will not use the Platform to engage in any transaction with any person, entity, or country that is subject to U.S. sanctions or other applicable trade restrictions.

20. Waiver of Class Action and Jury Trial TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND SHOPWELL AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. You and Shopwell each knowingly, voluntarily, and intentionally waive any right to a trial by jury in any action or proceeding arising out of or relating to these Terms and the transactions they contemplate.

21. Confidentiality In the course of your use of the Platform, you may receive information relating to us or to our services that is not known to the general public (“Confidential Information”). You agree that you will not disclose Shopwell’s Confidential Information without our prior written consent and that you will use Confidential Information only for the purposes of using the Platform as permitted by these Terms. This includes, but is not limited to, the specific terms of your Vendor Program agreement, our business practices, and financial information. Shopwell’s obligations regarding your data are governed by our Privacy Policy.

22. Survival The obligations and provisions of the sections of these Terms which by their nature should survive, will survive any termination or expiration of these Terms. This includes, but is not limited to, Sections 6 (Intellectual Property), 8 (Disclaimers and Limitation of Liability), 9 (Indemnification), 11 (Dispute Resolution and Governing Law), 14 (Relationship of the Parties), 21 (Confidentiality), and 22 (Survival).

23. Assignment You may not assign or transfer these Terms, by operation of law or otherwise, without Shopwell’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Shopwell may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

24. No Third-Party Beneficiaries  These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties to these Terms.

25. Controlling Language These Terms are written in English. To the extent any translated version of these Terms conflicts with the English version, the English version controls and shall be legally binding.