GENERAL TERMS AND CONDITIONS OF SERVICE (GTC)

Effective Date: June 12, 2026

1. General Provisions and Definitions

1.1. Scope of Application: These General Terms and Conditions of Service (hereinafter referred to as "GTC" or "Agreement") apply to all digital deliveries, cloud services, data processing, and software solutions provided by NOMADIUM LIMITED, a company incorporated under the laws of Hong Kong with Company Registration Number 3192159, having its registered office at Suite C, Level 7, World Trust Tower, 50 Stanley Street, Central, Hong Kong (hereinafter referred to as "Nomadium", "Company", "We", "Us", or "Our").

1.2. Target Audience: The Services provided on the website nomadium.cn (hereinafter referred to as the "Website" or "Platform") are intended exclusively for commercial entities, corporate clients, procurement specialists, and automotive professionals acting in the course of their independent commercial, business, or professional activity (hereinafter referred to as the "Customer", "User", or "You"). These terms do not apply to private individual consumers.

1.3. Definitions: For the purposes of this Agreement, the following definitions shall apply:

  • Business Day: Weekdays Monday through Friday, excluding official public holidays within the Hong Kong Special Administrative Region (Hong Kong S.A.R.).
  • SaaS Platform: The digital Software-as-a-Service infrastructure operated on the domain nomadium.cn, which provides remote access to technical data sets, Electronic Parts Catalogs (EPC), and Vehicle Identification Number (VIN) decoding applications over the internet.
  • Force Majeure: Any unforeseeable, unavoidable, and external event beyond the reasonable control of the contracting parties, including but not limited to acts of God, war, revolutionary movements, global internet infrastructure failures, server facility fires, or pandemics.
  • Database Content: The structural aggregation of technical specifications, graphic diagrams, node links, OEM numbers, and cross-reference information hosted on the Platform.

2. Scope of Services and Licensing of Databases

2.1. SaaS Provision: The primary scope of services consists of providing cloud-based, remote access to interactive Electronic Parts Catalogs and algorithmic VIN decoding tools. The service is strictly a digital informational resource.

2.2. No Physical Goods Disclaimer: The Customer explicitly acknowledges and agrees that Nomadium operates solely as an information technology and data processing provider. Nomadium does not manufacture, warehouse, inventory, sell, distribute, or ship physical automotive components, machinery, spare parts, or hardware of any kind. Any database entries are provided strictly for identification and analytical compatibility purposes.

2.3. Technical Protection Measures: Nomadium reserves the absolute right to implement, modify, and enforce strict digital rights management (DRM) systems, cryptographic protections, and access authorization scripts to shield its databases from malicious attacks or unauthorized replication. The Customer is strictly prohibited from attempting to bypass, disable, or modify these measures.

2.4. Third-Party Data Sources: Parts of the database architecture originate from independent data suppliers, manufacturing plants, and OEM registries. Consequently, the operational compilation is updated periodically based on third-party streams, and Nomadium acts as a pipeline provider for this aggregated business intelligence.

3. Grant of Rights of Use and Licensing Restrictions

3.1. Intellectual Property Ownership: The Platform, its proprietary source code, interface designs, structural layout, and database compilation are protected by international copyright laws, trade secrets, and intellectual property conventions. All absolute legal rights belong exclusively to Nomadium or its verified licensors.

3.2. Limited License Grant: Subject to the timely payment of subscription fees and full compliance with this Agreement, Nomadium grants the Customer a non-exclusive, nontransferable, non-sublicensable, and strictly revocable right to access and query the platform content for internal business operations during the paid subscription term.

3.3. Access Security: Access keys, passwords, and user account parameters are personal to the corporate entity registered. Multi-seat options require distinct commercial licenses. Sharing user credentials with third parties outside the registered entity constitutes a material breach of contract and results in immediate access termination.

3.4. Prohibited Commercial Practices: The Customer is explicitly forbidden from using the database or any extracted metadata to train machine learning platforms, populate competitive software products, create commercial mirrors, or feed external artificial intelligence architectures without a separate written agreement signed by an authorized director of Nomadium.

4. Customer Obligations and Data Integrity

4.1. Security Infrastructure: The Customer is legally obligated to deploy secure local network configurations and updated anti-malware systems to ensure that their interaction with nomadium.cn does not compromise the cloud servers or cause data leaks.

4.2. Anti-Scraping and Extraction Prohibitions: The Customer shall not employ automated scripts, "spiders," offline readers, data-mining bots, or mass-extraction algorithms to index, harvest, or structurally copy graphical EPC diagrams, node relationships, or OEM part numbers from the platform layers.

4.3. System Monitoring: Nomadium logs real-time API request volumes, concurrent connection locations, and data payload sizes. Automated firewalls will block any user account demonstrating anomalous, high-frequency request behaviors indicative of automated scraping. Such accounts will be permanently suspended without liability for refunds.

4.4. Obligation to Cooperate: The Customer is obligated to ensure that all information, documents, and supporting evidence submitted in connection with VIN-queries or support requests are accurate, complete, and up-to-date. The Customer shall not upload or transmit any data that is not related to the Service, infringe upon the rights of third parties, or use the system in a manner that compromises the security, integrity, or availability of the Platform.

5. Service Quotas, Consumption, and Caching Rules

5.1. Quota Mechanics: Paid tiers are allocated fixed monthly quotas for specific technical actions, such as unique VIN decoding requests. Every successful database call deducts one unit from the Customer's balance. Once the balance hits zero, access to premium query layers is suspended until the next billing cycle or an additional quota block is purchased.

5.2. Caching and Data Storage Restraints: The Customer may temporarily cache retrieved data sheets on local workstations for standard internal workflows. However, local storage of retrieved schemas, parts lists, or data files must never exceed thirty (30) consecutive calendar days. Mass archiving or creating an independent local database of Nomadium’s records is explicitly prohibited.

6. Prices, Invoicing, and Payment Gateway Integration

6.1. Net Pricing: All subscription tariffs listed on the platform are net prices. They exclude any local value-added taxes (VAT), digital service levies, or customs withholdings which may be applicable in the Customer’s physical operational location.

6.2. Prepayment Requirements: Access to SaaS quotas requires successful advance processing (prepayment). Accounts are upgraded automatically upon verification of funds.

6.3. Gateway Compliance: All credit card, corporate card, and online banking payments are handled via an encrypted, integrated transaction interface powered by our authorized payment provider, Airwallex. Nomadium does not collect or log full card numbers or CVV security codes on its primary hosting infrastructure. The Customer agrees to comply with all transaction compliance requests initiated by the Airwallex gateway.

7. Third-Party Trademarks and Brand Disclaimers

7.1. Identification Principles: The Platform references numerous global automotive brands, trade names, and vehicle manufacturer marks (including but not limited to BMW, Mercedes-Benz, Toyota, BYD, ZEEKR, and others) alongside OEM part numbers. All such names, marks, and graphical assets remain the absolute property of their respective global corporate owners.

7.2. Affiliation Disclaimer: The inclusion of manufacturer trademarks within the EPC databases and VIN lookup software is done purely for compatibility analysis, item identification, and informative indexing under fair use principles. Nomadium Limited operates as an independent IT provider and claims no legal affiliation, corporate sponsorship, authorization, or official partnership with any automotive manufacturer mentioned on the Platform.

8. Warranty Disclaimers and Limitation of Liability

8.1. "As-Is" Provision: The SaaS Platform, underlying databases, and software tools are provided to the Customer on an "AS IS" and "AS AVAILABLE" basis. While Nomadium employs rigorous data purification and parsing procedures, we make no explicit or implicit warranties regarding the complete real-time accuracy, uninterrupted uptime, or error-free state of the database content.

8.2. Manufacturer Modifications: Automotive manufacturers frequently alter manufacturing specifications, update part numbers, or replace structural elements without notifying independent database operators. The Customer accepts that information obtained through the platform must be verified against physical vehicle setups prior to executing high-value operations.

8.3. Exclusion of Consequential Damages: Nomadium Limited, its executive directors, officers, or engineering staff shall not be held liable for any indirect, incidental, special, or consequential commercial damages. This includes, without limitation, loss of business profits, factory downtime, commercial interruptions, or financial losses incurred by the Customer due to ordering incorrect physical components from external suppliers based on platform data readings.

8.4. System Interoperability: Nomadium excludes any liability for the technical interoperability of our platform with the Customer's internal CRM, ERP, or local ordering applications. The limited usability of provided data due to software or browser deficiencies on the Customer's side does not release the Customer from its financial subscription obligations.

8.5. Maximum Financial Liability Cap: In any event, the maximum aggregate financial liability of Nomadium Limited under this Agreement for any proven legal claims or contractual breaches shall be strictly capped at the total amount of subscription fees actually paid by the Customer to Nomadium during the three (3) months immediately preceding the event that gave rise to the claim.

9. Sanctions and Export Control Compliance

9.1. Warranty of Compliance: The Customer represents, warrants, and guarantees that neither the purchasing entity, nor any of its operating subsidiaries, serving directors, primary officers, employees, or beneficial owners, are subject to any restrictive economic, financial, or international trade sanctions administered or enforced by the United States Government (including the Office of Foreign Assets Control - OFAC), the European Union, the United Nations Security Council, or the government of the Hong Kong Special Administrative Region (collectively referred to as "Sanctions").

9.2. Geographical Access Prohibitions: The Customer strictly agrees not to access, deploy, transfer, or make available the database content or SaaS account in or to any nation or territory currently subject to comprehensive territorial sanctions, including but not limited to the Russian Federation, the Republic of Belarus, Cuba, Iran, North Korea, and Syria. Accessing the platform from these regions via specialized proxy nodes or VPNs is an absolute violation of corporate policy.

9.3. USD Processing and Correspondent Banking: The Customer acknowledges that Nomadium Limited processes all standard subscription transactions in US Dollars (USD) and maintains clearing pathways through international banking partners via the Airwallex payment architecture. As a result, Nomadium is bound by global correspondent banking guidelines. The Customer guarantees that no funds utilized to pay for Nomadium subscriptions originate from blocked banking institutions, sanctioned entities, or unauthorized parallel import schemes.

9.4. Right to Terminate Without Refund: Nomadium Limited reserves the absolute right to immediately freeze, block, or permanently terminate the Customer’s account and platform privileges without prior formal notice, and without any obligation to refund prepaid fees or unused quotas, if Nomadium has reasonable grounds to suspect that the Customer has violated any applicable Sanctions or export control regulations.

10. Term, Suspension, and Consequences of Termination

10.1. Contractual Term: This Agreement remains effective for the duration of the selected subscription billing period (monthly or annually) and auto-renews unless canceled by either party prior to the renewal date.

10.2. Immediate Suspension Right: Nomadium may temporarily suspend account access if payment fails, or if there is an active investigation into potential security breaches, account sharing, or automated scraping activities associated with the Customer's credentials.

10.3. Post-Termination Obligations: Upon termination of this Agreement for any reason, all digital usage rights granted to the Customer shall immediately lapse. The Customer must immediately cease accessing nomadium.cn and completely erase any technical data sheets or cached diagrams stored within their local networks or temporary files.

11. Governing Law and Dispute Resolution Venue

11.1. Exclusive Jurisdiction: This contract, its validity, interpretation, and performance shall be governed exclusively by, and construed in accordance with, the laws of the Hong Kong Special Administrative Region of the People's Republic of China, completely excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

11.2. Place of Performance: The legal place of performance for all digital provisions, database allocations, and financial processing under this contract is the registered corporate location of Nomadium Limited in Hong Kong.

11.3. Amicable Negotiations: In the event of any disputes, claims, or disagreements arising out of or relating to this Agreement, the parties shall first attempt to resolve the issue through formal management negotiations in good faith within thirty (30) Business Days.

11.4. Legal Proceedings: If amicable negotiations fail to resolve the dispute within thirty (30) Business Days, all claims or controversies shall be referred to and finally resolved by the ordinary courts of Hong Kong. Both parties irrevocably consent to the exclusive jurisdiction and venue of the Hong Kong courts.

12. Miscellaneous Provisions

12.1. Severability: If any specific clause or provision of this Agreement is found to be invalid, illegal, or unenforceable under applicable law by a competent court, such invalidity shall not affect the remaining clauses, which shall continue in full force and effect.

12.2. Entire Agreement: This GTC constitutes the entire legal agreement between Nomadium Limited and the Customer concerning the SaaS Platform and database access, completely superseding any prior verbal agreements, promotional materials, or informal chat correspondences.

12.3. Corporate Notifications: Any formal legal notices, claims, or compliance enquiries regarding this contract must be submitted electronically to our designated operations address: operations@nomadium.cn.