Version: 2.1 (Global Marketplace Edition)

1. Introduction and Contractual Relationship

Welcome to megashaft.com ("Platform"), a global B2B marketplace operated by MegaShaft Inc. ("Company," "we," "us," "our"). These Terms of Use ("Terms") constitute a legally binding contract between you ("User," "you," "your") and MegaShaft governing your access to and use of the Platform, including all associated websites, mobile applications, APIs, widgets, and services (collectively, the "Services").

By registering for an account, accessing, browsing, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, including our Privacy Policy and any other policies referenced herein, all of which are incorporated by reference. If you do not agree to these Terms, you must immediately cease all use of the Platform.

Modification of Terms: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Platform after any revisions become effective, you agree to be bound by the revised Terms.

2. Eligibility and Account Registration

2.1 Eligibility Criteria

By using the Platform, you represent and warrant that:

• Age and Capacity: You are at least 18 years old and possess the legal capacity to enter into binding contracts.
• Business Purpose: You are using the Platform solely for bona fide business purposes and not for consumer or personal use.
• Authority: If you are registering on behalf of a business entity, you have the full legal authority to bind that entity to these Terms. The business entity accepts full responsibility for all actions taken under the account.
• Legal Compliance: Your use of the Platform complies with all applicable local, state, national, and international laws, including but not limited to export control laws and sanctions regulations.
• No Sanctions or Restrictions: You are not located in a country that is subject to a U.S. government embargo (including Cuba, Iran, North Korea, Syria, or the Crimea region of Ukraine), and you are not identified on any government list of prohibited or restricted parties (including the U.S. Treasury Department's Specially Designated Nationals list or the U.S. Commerce Department's Denied Persons List).

2.2 Account Registration and Verification

To access certain features, you must register for an account. You agree to provide accurate, current, and complete information during registration and to maintain and promptly update your account information to keep it accurate and complete. We reserve the right to:

• Verify the information you provide through third-party services or publicly available records.
• Request additional information or documentation to verify your identity, business legitimacy, or compliance with these Terms.
• Reject any registration or suspend any account in our sole discretion, with or without cause.

2.3 Account Security

You are solely responsible for maintaining the confidentiality of your password and account credentials. You accept full responsibility for all activities that occur under your account. You must notify us immediately at support@megashaft.com of any unauthorized use of your account or any other breach of security. We will not be liable for any loss or damage arising from your failure to safeguard your account credentials.

3. Platform Role and Relationship of Parties

3.1 Neutral Intermediary: MegaShaft is a technology platform that provides a venue for businesses to connect, communicate, and transact. We are not a manufacturer, retailer, wholesaler, distributor, logistics provider, or financial institution. Our role is strictly limited to providing the infrastructure, tools, and services that enable users to interact.

3.2 No Agency or Partnership: Nothing in these Terms shall be construed as creating an agency, partnership, joint venture, employment, or franchise relationship between you and MegaShaft. Neither party has the authority to bind the other or to incur obligations on the other's behalf.

3.3 No Endorsement or Verification: We do not endorse any users, products, services, listings, or content on the Platform. While we may attempt to verify certain information provided by users, we do not guarantee the accuracy, completeness, reliability, or validity of any information. You acknowledge that:

• We do not verify the identity of users, the legitimacy of businesses, or the quality, safety, or legality of items listed.
• We do not inspect, control, or take responsibility for any products or services offered.
• All transactions are solely between the buyer and seller. We are not a party to any sales agreement, nor do we act as an escrow service unless expressly stated otherwise.

3.4 No Warranty of Transactions: We do not guarantee that buyers will pay, that sellers will deliver goods as described, or that any transaction will be completed successfully. You assume all risks associated with dealing with other users, including the risk of physical harm, fraud, or misrepresentation.

4. User Conduct and Prohibited Activities

4.1 General Conduct

You agree to use the Platform in a manner consistent with all applicable laws and regulations and in accordance with these Terms. You agree not to:

• Violate any law, statute, ordinance, or regulation (including export control, sanctions, anti-money laundering, and consumer protection laws).
• Infringe upon the intellectual property rights, privacy rights, publicity rights, or other legal rights of any third party.
• Post, list, or upload any content that is defamatory, libelous, threatening, harassing, abusive, pornographic, obscene, or invasive of another's privacy.
• Post any false, inaccurate, misleading, deceptive, or fraudulent content, including fake reviews, manipulated ratings, or counterfeit product listings.
• Impersonate any person or entity, or falsely state or misrepresent your affiliation with any person or entity.
• Engage in price fixing, bid rigging, market allocation, or any other anti-competitive practices.
• Engage in money laundering, terrorist financing, or any other financial crime.
• Attempt to interfere with, compromise, or disrupt the Platform, including introducing viruses, Trojan horses, worms, logic bombs, or other malicious code.
• Attempt to gain unauthorized access to the Platform, user accounts, computer systems, or networks connected to the Platform.
• Use any robot, spider, scraper, data mining tool, or other automated means to access, collect data from, or interact with the Platform without our express written permission.
• Circumvent or attempt to circumvent any security, authentication, or rate-limiting mechanisms.
• Harvest, collect, or store personal information about other users without their express consent.
• Send unsolicited communications, promotions, advertisements, or spam to other users.
• Facilitate or encourage any violation of these Terms.

4.2 Prohibited Items and Services

You may not list, offer, sell, or facilitate the sale of any items or services that are:

• Illegal or regulated in a manner that would make the listing illegal under applicable laws.
• Counterfeit, replica, or unauthorized goods that infringe upon any trademark, copyright, or other intellectual property right.
• Stolen goods or property obtained through illegal means.
• Weapons, ammunition, explosives, or related accessories (unless explicitly permitted by applicable law and with appropriate licenses).
• Drugs, narcotics, controlled substances, drug paraphernalia, or psychoactive substances.
• Hazardous materials, toxic substances, or radioactive materials.
• Human body parts, organs, or fluids, including stem cells and embryos.
• Endangered species or products derived from endangered species.
• Items that promote or glorify hatred, violence, racial intolerance, or terrorism.
• Pornography, adult content, or sexually explicit materials.
• Financial services, investment opportunities, or securities that require registration.
• Gambling services, lottery tickets, or sweepstakes entries.
• Government or military identification documents, licenses, or passports.

We reserve the right to remove any listing or content that violates these prohibitions, with or without notice, and to report any illegal activity to appropriate law enforcement authorities.

5. Intellectual Property Rights

5.1 Platform Content and Ownership

The Platform, including its entire content, features, and functionality (including but not limited to text, graphics, logos, icons, images, audio clips, digital downloads, data compilations, algorithms, and software), is owned by MegaShaft, its licensors, or other providers and is protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

You may not:

• Reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform.
• Remove or alter any copyright, trademark, or other proprietary rights notices.
• Use any meta tags or other hidden text using our name or trademarks without our express written consent.
• Frame or mirror any part of the Platform without our prior written authorization.

5.2 Trademarks

"MegaShaft," the MegaShaft logo, and all related names, logos, product and service names, designs, and slogans are trademarks of MegaShaft or its affiliates or licensors. You may not use such marks without our prior written permission. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

5.3 User Content and License Grant

By posting, uploading, publishing, submitting, or transmitting any content (including product listings, descriptions, images, photographs, videos, reviews, comments, messages, or any other materials) to the Platform ("User Content"), you:

• Represent and warrant that you own all rights to the User Content or have obtained all necessary permissions, licenses, and consents to grant the licenses set forth herein.
• Represent and warrant that the User Content does not infringe upon the copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right of any third party.
• Grant MegaShaft a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, and otherwise exploit such User Content in any media formats and through any media channels, whether now known or hereafter devised, for any purpose related to operating, promoting, improving, or developing the Platform.
• Grant each user of the Platform a non-exclusive license to access your User Content through the Platform, and to use, reproduce, distribute, display, and perform such User Content as permitted through the normal functionality of the Platform and subject to these Terms.

5.4 Copyright Infringement Claims (DMCA Notice)

We respect the intellectual property rights of others and expect users to do the same. If you believe that any material on the Platform infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
• A description of the copyrighted work that you claim has been infringed.
• A description of where the material that you claim is infringing is located on the Platform (sufficiently detailed to permit us to locate the material).
• Your address, telephone number, and email address.
• 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.
• 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.

Our designated Copyright Agent for notice of claims of copyright infringement can be reached at:

support@megashaft.com

6. Transactions and Payments

6.1 Transaction Formation

All transactions facilitated through the Platform are direct contracts between the buyer and seller. MegaShaft is not a party to any such transaction. The formation of a binding contract between buyer and seller occurs when the seller accepts a buyer's offer or when both parties have agreed to terms through the Platform's functionality (e.g., by issuing and accepting a purchase order).

6.2 Payment Processing

We may offer integrated payment processing services through third-party payment processors. If you choose to use these services, you agree to be bound by the applicable payment terms and the processor's terms of service and privacy policy. Our payment processors are PCI-DSS compliant and handle all sensitive payment information. We do not store full credit card numbers or bank account details on our servers.

6.3 Fees and Charges

Creating an account and basic browsing are free. However, we may charge fees for certain premium services, including but not limited to:

• Featured or promoted listings
• Subscription plans with enhanced features
• Transaction fees or commissions on completed sales
• Advertising and marketing services
• Verification and trust services
• API access and data services

All applicable fees will be clearly disclosed before you incur them. Unless otherwise stated, all fees are in U.S. dollars and are non-refundable, except as required by applicable law. We reserve the right to change our fee structure at any time, with at least 30 days' notice posted on the Platform.

6.4 Taxes and Duties

You are solely responsible for determining and paying any and all applicable taxes, including but not limited to sales tax, use tax, value-added tax (VAT), goods and services tax (GST), customs duties, import/export fees, and any other governmental charges arising from your use of the Platform or any transactions. We do not calculate, collect, or remit taxes on behalf of users unless expressly stated otherwise.

6.5 Currency Conversion

Prices may be displayed in various currencies. The actual currency used for payment may be subject to conversion rates set by our payment processors or your financial institution. We are not responsible for any foreign transaction fees, exchange rate fluctuations, or conversion charges.

7. Shipping, Logistics, and Insurance

7.1 Shipping and Delivery

Shipping arrangements, including selection of carriers, freight forwarders, shipping terms (e.g., Incoterms), insurance, and delivery timelines, are solely the responsibility of the buyer and seller. We do not provide shipping, logistics, or freight forwarding services unless explicitly offered as a separate paid service.

7.2 Incoterms

If parties agree to use Incoterms in their transactions, they are responsible for understanding and correctly applying the rules published by the International Chamber of Commerce. We do not interpret, enforce, or mediate disputes regarding Incoterms.

7.3 Insurance

We strongly recommend that buyers and sellers obtain appropriate insurance coverage for their transactions, including cargo insurance, product liability insurance, and business interruption insurance. We do not provide any insurance coverage for transactions conducted through the Platform.

8. Disclaimers

YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK. THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

Without limiting the foregoing, we make no warranty that:

• The Platform will meet your requirements or expectations.
• The Platform will be uninterrupted, timely, secure, or error-free.
• The results obtained from the use of the Platform will be accurate or reliable.
• The quality of any products, services, information, or other material purchased or obtained by you through the Platform will meet your expectations.
• Any errors in the Platform will be corrected.
• The Platform or the servers that make it available are free of viruses or other harmful components.

No advice or information, whether oral or written, obtained by you from us or through the Platform shall create any warranty not expressly stated in these Terms.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MEGASHAFT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE PLATFORM.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF MEGASHAFT, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS, FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS YOU HAVE PAID TO MEGASHAFT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

The limitations of damages set forth above are fundamental elements of the basis of the bargain between MegaShaft and you. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply to you.

10. Indemnification

You agree to defend, indemnify, and hold harmless MegaShaft, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to reasonable attorneys' fees and legal costs) arising from or relating to:

• Your use of and access to the Platform.
• Your violation of any term of these Terms.
• Your violation of any third-party right, including without limitation any copyright, property, or privacy right.
• Any claim that your User Content caused damage to a third party.
• Any transaction or dispute between you and any other user.
• Your violation of any applicable law, regulation, or ordinance.
• Any taxes or duties arising from your transactions.

This defense and indemnification obligation will survive these Terms and your use of the Platform.

11. Termination and Suspension

11.1 Termination by You

You may terminate your account at any time by contacting customer support or through your account settings. Upon termination, you will lose access to your account and any associated data or content. We may retain certain information as required by law or as permitted by our Privacy Policy.

11.2 Termination or Suspension by Us

We reserve the right, in our sole discretion and without prior notice or liability, to suspend, limit, or terminate your access to the Platform, delete your account and any User Content, and take any other action we deem appropriate, for any reason, including but not limited to:

• Violation of these Terms or any incorporated policies.
• Suspected fraudulent, abusive, or illegal activity.
• Requests by law enforcement or government agencies.
• Discontinuation or material modification of the Platform.
• Technical or security issues.
• Extended periods of inactivity.
• Non-payment of fees owed to us.
• If we believe your actions may cause legal liability for us, our users, or any third party.

11.3 Effect of Termination

Upon termination, your right to use the Platform will immediately cease. All provisions of these Terms which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnification, and limitations of liability.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

12.2 Informal Dispute Resolution

Before filing any claim, you agree to attempt to resolve any dispute informally by contacting us at support@megashaft.com. We will attempt to resolve the dispute internally. If we cannot resolve the dispute within sixty (60) days of receipt of the notice, you or we may proceed as described in this section.

12.3 Binding Arbitration

Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (the "Rules").

• Number of Arbitrators: One (1).
• Seat of Arbitration: Wilmington, Delaware, USA.
• Language: English.
• Confidentiality: The arbitration proceedings and any award shall be confidential.
• Costs: Each party shall bear its own costs and attorneys' fees, and the parties shall share the fees and costs of the arbitrator equally, unless the arbitrator determines that an award of fees is appropriate under the Rules.

Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

12.4 Class Action Waiver

YOU AND MEGASHAFT AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NEITHER YOU NOR MEGASHAFT WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO ARBITRATION OR PROCEEDING CAN BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO THE ARBITRATIONS OR PROCEEDINGS.

12.5 Exception for Small Claims

Notwithstanding the foregoing, either party may bring an individual action in small claims court if the action is within that court's jurisdiction and is pending only in that court.

12.6 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights, confidential information, or to prevent fraud or irreparable harm.

13. User Disputes and Release

You are solely responsible for your interactions with other users. We reserve the right, but have no obligation, to monitor disputes between you and other users. If you have a dispute with one or more users, you release MegaShaft (and our officers, directors, agents, subsidiaries, joint ventures, and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."

14. Electronic Communications

By using the Platform, you consent to receive electronic communications from us (e.g., via email, push notifications, text messages, or notices on the Platform). These communications may include transactional messages (e.g., order confirmations, password resets), promotional messages, and legal notices. You agree that all agreements, notices, disclosures, and other communications we provide to you electronically satisfy any legal requirement that such communications be in writing.

Text Messages (SMS): If you opt-in to receive text messages, standard message and data rates may apply. You can opt out of receiving text messages at any time by following the instructions in the message.

15. Third-Party Links and Services

The Platform may contain links to third-party websites, advertisers, services, or resources that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third-party websites or services. You acknowledge and agree that we shall not be liable for any damage or loss caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such websites or services. We strongly advise you to read the terms and conditions and privacy policies of any third-party websites or services that you visit.

16. Force Majeure

We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation; acts of God; war; terrorism; riot; embargoes; acts of civil or military authorities; fire; floods; accidents; strikes; or shortages of transportation facilities, fuel, energy, labor, or materials.

17. Severability and Waiver

Severability: If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver: Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

18. Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any other policies expressly incorporated by reference, constitute the entire and exclusive understanding and agreement between you and MegaShaft regarding your use of the Platform and supersede and replace any prior oral or written understandings or agreements.

19. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and void. We 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.

20. Notices

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given: (a) by MegaShaft via email (in each case to the email address associated with your account) or via posting on the Platform; or (b) by you via email to support@megashaft.com or via certified mail, return receipt requested, to the address listed below. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

21. Contact Information

If you have any questions about these Terms, please contact us at support@megashaft.com

By using megashaft.com, you acknowledge that you have read, understood, and agree to be bound by these Terms of Use.