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Submitted URL: https://rule.alibaba.com/rule/detail/2041.htm
Effective URL: https://rulechannel.alibaba.com/icbu?type=detail&ruleId=2041&cId=1307
Submission: On July 27 via api from GB — Scanned from GB
Effective URL: https://rulechannel.alibaba.com/icbu?type=detail&ruleId=2041&cId=1307
Submission: On July 27 via api from GB — Scanned from GB
Form analysis 1 forms found in the DOM
GET //usmy.alibaba.com/tradealert/myalibaba/sub_scription_trade_alert.htm
<form target="_blank" method="get" action="//usmy.alibaba.com/tradealert/myalibaba/sub_scription_trade_alert.htm">
<input type="hidden" name="_csrf_token_" value="6p14o9c5lsa3">
<input type="hidden" name="tracelog" value="common_footer_subscribe">
<input class="text" type="text" name="keyword" placeholder="Input keywords">
<input class="submit" type="submit" value="Subscribe">
</form>Text Content
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1. Rules list>
2. Agreement folder>
3. Terms of Use>
TERMS OF USE
2021-07-06 08:55
PART A: NEW VERSION -UPDATED ON 29TH OF JULY 2022, EFFECTIVE AS OF 5TH OF
AUGUST 2022
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
Welcome to www.alibaba.com! These Terms of Use describe the terms and
conditions applicable to your access and use of the websites, mobile sites,
mobile applications and other portals owned, operated, branded or made available
by Alibaba.com (defined below) from time to time which relate to the Alibaba
e-commerce platform including but not limited to the web and mobile-optimized
versions of the websites identified by the uniform resource locator
“www.alibaba.com” and the mobile applications of the Alibaba.com e-commerce
platform (the “Sites”). This document is a legally binding agreement between
you as the user(s) of the Sites (referred to as “you”, “your” or “User”
hereinafter) and the Alibaba.com contracting entity determined in accordance
with clause 2.1 below (referred to as “we”, “our” or “Alibaba.com” hereinafter).
1. APPLICATION AND ACCEPTANCE OF THE TERMS
1.1 Your access to and use of the Sites and Alibaba.com’s services, software and
products through the Sites, which shall include the platforms described in
clause 7.1 of the Terms (such services, software and products collectively
referred to as the “Services” hereinafter) is subject to the terms and
conditions contained in this document as well as the Privacy Policy(defined in
clause 3.3 below), the Product Listing Policyand any other rules and policies of
the Sites that Alibaba.com may publish from time to time. This document and
such other rules and policies of the Sites are collectively referred to below as
the “Terms”. By accessing and use of the Sites and Services, you agree to accept
and be bound by the Terms. Please do not access or use the Services or the
Sites if you do not accept all of the Terms.
1.2 You may not access or use the Services or the Sites and may not accept the
Terms if (a) you are not of legal age to form a binding contract with
Alibaba.com, or (b) you are not permitted to receive any Services under the laws
of Hong Kong or other countries/regions including the country/region in which
you are resident or from which you access and use the Services and the Sites.
1.3 Alibaba.com may amend any Terms at any time by posting the relevant amended
and restated Terms on the Sites. By continuing to access or use the Services or
the Sites, you agree that the amended and restated Terms will apply to you.
1.4 If Alibaba.com has posted or provided a translation of the English language
version of the Terms, you agree that the translation is provided for convenience
only and that the English language version will govern your access to and use of
the Services or the Sites.
1.5 You may be required to enter into separate agreement(s), whether online or
offline, with Alibaba.com or our affiliate for any Service (or features within
the Services) (each an “Additional Agreement”). If there is any conflict or
inconsistency between the Terms and an Additional Agreement, the Additional
Agreement shall take precedence over the Terms only in relation to that Service
(or feature within the Service) concerned.
1.6 The Terms may not otherwise be modified except in writing by an authorized
officer of Alibaba.com.
2. PROVISION OF SERVICES
2.1 If you are a registered member of any of the Sites, and you are from
mainland China, you are contracting with Hangzhou Alibaba Advertising Co., Ltd.
If you are a registered member of any of the Sites, and you are from Hong Kong
or Macau, the Alibaba.com contracting entity that you are contracting with is
Alibaba.com Hong Kong Limited.
If you are a registered member of any of the Sites, and either (a) you are from
a place outside mainland China, Hong Kong, Macau; or (b) you access and use the
Alibaba Sites from any of the Relevant Jurisdictions, you are contracting with
Alibaba.com Singapore E-Commerce Private Limited (incorporated in Singapore with
Company Reg. No. 200720572D). As some or part of the Services may be supported
and provided by affiliates of Alibaba.com, Alibaba.com may delegate some of the
Services to its affiliates.
“Relevant Jurisdictions” shall mean the Russian Federation, Azerbaijan,
Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Turkmenistan,
Tajikistan and Uzbekistan.
2.2 You must register as a member on the Sites in order to access and use some
Services. Further, Alibaba.com reserves the right, without prior notice, to
restrict access to or use of certain Services (or any features within the
Services) to paying Users, or subject to other conditions that Alibaba.com may
impose in our discretion.
2.3 Services (or any features within the Services) may vary for different
regions and countries. No warranty or representation is given that a particular
Service or feature or function thereof or the same type and extent of the
Service or features and functions thereof will be available for Users.
Alibaba.com may in our sole discretion limit, deny or create different levels of
access to and use of any Services (or any features within the Services) with
respect to different Users.
2.4 Alibaba.com may launch, change, upgrade, impose conditions to, suspend, or
stop any Services (or any features within the Services) without prior notice
except that in case of a fee-based Service, such changes will not substantially
adversely affect the ability of such paying Users to enjoy that Service.
2.5 Some Services (or part thereof) may be provided by Alibaba.com’s affiliates
on behalf of Alibaba.com.
2.6 Promotion Services provided by Alibaba.com pursuant to the terms hereunder
shall include: 1) Top Ranking and Sponsored Listing; 2) services that benefit,
promote, support, whether directly or indirectly, the business of User, the
User’s brand, product, store, logo, trademark, service mark, User Content (as
defined in clause 3.7 of the Terms) and/or derivative work using the User
Content on software, applications, tools, browser extensions and/or platforms
operated and/or controlled by Alibaba.com (“Alibaba Channels”) and/or on
software, applications, channels, platforms, websites and/or any other forms of
media that are operated and/or controlled by third parties (“Third Party
Channels”); and 3) any such other services as may be announced by Alibaba.com
from time to time.
Alibaba.com shall be entitled to, at its sole discretion, determine whether the
Promotion Services or any part thereof will be available to you.
3. USERS GENERALLY
3.1 As a condition of your access to and use of the Sites or Services, you agree
that you will comply with all applicable laws and regulations when accessing or
using the Sites or Services.
3.2 You agree that (a) you will not copy, reproduce, download, re-publish, sell,
distribute or resell any Services or any information, text, images, graphics,
video clips, sound, directories, files, databases or listings, etc available on
or through the Sites (the “Site Content”), and (b) you will not copy, reproduce,
download, compile or otherwise use any Site Content for the purposes of
operating a business that competes with Alibaba.com, or otherwise commercially
exploiting the Site Content. Systematic retrieval of Site Content from the Sites
to create or compile, directly or indirectly, a collection, compilation,
database or directory (whether through robots, spiders, automatic devices or
manual processes) without written permission from Alibaba.com is prohibited. Use
of any content or materials on the Sites for any purpose not expressly permitted
in the Terms is prohibited.
3.3 To know how we and our affiliates use and protect your personal information
when using the relevant Site, please review our privacy policy at the following
link: Alibaba.com Privacy Policy.
3.4 Alibaba.com may allow Users to access to content, products or services
offered by third parties through hyperlinks (in the form of word link, banners,
channels or otherwise), API or otherwise to such third parties' web sites. You
are cautioned to read such web sites' terms and conditions and/or privacy
policies before using the Sites. You acknowledge that Alibaba.com has no control
over such third parties' web sites, does not monitor such web sites, and shall
not be responsible or liable to anyone for such web sites, or any content,
products or services made available on or through such web sites.
3.5 You agree not to undertake any action to undermine the integrity of the
computer systems or networks of Alibaba.com and/or any other User nor to gain
unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of
Alibaba.com’s feedback system, such as leaving positive feedback for yourself
using secondary Member IDs or through third parties or by leaving
unsubstantiated negative feedback for another User.
3.7 By posting or displaying any logos, trademarks, service marks, brands,
description/information in the product listings, and any other information,
content or material on the Sites (any of such information, content or material,
collectively referred to as“User Content”) or providing any User Content to
Alibaba.com and/or its affiliates and their respective representative(s), and to
the extent permitted under applicable laws, you grant an irrevocable, perpetual,
worldwide, royalty-free, and sub-licensable (through multiple tiers) license to
Alibaba.com and/or its affiliates and their respective representative(s) to
display, transmit, distribute, reproduce, publish, duplicate, adapt, modify,
edit, translate, create derivative works using the User Content, remove any part
of it (including, without limitation, the watermark or mark the User Content
bears), and otherwise use any or all of the User Content in any form, media, or
technology now known or not currently known in any manner, on the Sites, Alibaba
Channels and/or Third Party Channels and for any purpose which may be
beneficial, whether directly or indirectly, to Alibaba.com, the operation of the
Sites, the provision of any Services and Promotion Services and/or the business
of the User. You confirm and warrant to Alibaba.com that you have all the
rights, power and authority necessary to grant the above license and the User
Content and use of such User Content (including derivative works) by Alibaba.com
and/or its affiliates under such license is free from any infringement or
violation of any Third Party Rights (as defined in clause 5.4 of the Terms). To
the maximum extent permitted by law, you waive your right to enforce your
Intellectual Property Rights in the User Content against Alibaba.com and/or its
affiliates, assignees or sub-licensees in connection with use of such User
Content in connection with the Services. Information that is protected under
data protection laws will only be used and kept in compliance with those laws.
4. MEMBER ACCOUNTS
4.1 User must be registered on the Sites to access or use some Services (a
registered User is also referred to as a “Member” below). Except with
Alibaba.com’s approval, one User may only register one member account on the
Sites. Alibaba.com may cancel or terminate a User’s member account if
Alibaba.com has reasons to suspect that the User has concurrently registered or
is in control of two or more member accounts. Further, Alibaba.com may reject
User’s application for registration for any reason.
4.2 Upon registration on the Sites, Alibaba.com shall assign an account and
issue a member ID and password (the latter shall be chosen by a registered User
during registration) to each registered User. An account may have a web-based
email account with limited storage space for the Member to send or receive
emails.
4.3 A set of Member ID and password is unique to a single account. Each Member
shall be solely responsible for maintaining the confidentiality and security of
your Member ID and password and for all use of and activities that occur under
your account (whether such use or activities are authorized or not). No Member
may share, assign, or permit the use of your Member account, ID or password by
another person, even to other individuals within the Member’s own business
entity (where applicable). Member agrees to notify Alibaba.com immediately if
you become aware of any unauthorized use of your password or your account or any
other breach of security of your account.
4.4 Member agrees that all use of the Sites and Services, and all activities
that occur under your account (including without limitation, posting any company
or product information, clicking to accept any Additional Agreements or rules,
subscribing to or making any payment for any services, sending emails using the
email account or sending SMS) will be deemed to have been authorized by the
Member.
4.5 Member acknowledges that sharing of your account with other persons, or
allowing multiple users outside of your business entity to use your account
(collectively, "multiple use"), may cause irreparable harm to Alibaba.com or
other Users of the Sites. Member shall indemnify Alibaba.com, our affiliates,
directors, employees, agents and representatives against any loss or damages
(including but not limited to loss of profits) suffered as a result of the
multiple use of your account. Member also agrees that in case of the multiple
use of your account or Member’s failure to maintain the security of your
account, Alibaba.com shall not be liable for any loss or damages arising from
such a breach and shall have the right to suspend or terminate Member’s account
without liability to the Member.
5. MEMBER’S RESPONSIBILITIES
5.1 Each Member represents, warrants and agrees that (a) you have full power and
authority to accept the Terms, to grant the license and authorization and to
perform the obligations hereunder; (b) your access and use the Sites and
Services will be for business purposes only; and (c) for Members who are
business entities, the address you provide when registering is the principal
place of business of your business entity. For purposes of this provision, a
branch or liaison office will not be considered a separate entity and your
principal place of business will be deemed to be that of your head office.
5.2 Member will be required to provide information or material about your
entity, business or products/services as part of the registration process on the
Sites for your access to and use of any Service or the member account. Each
Member represents, warrants and agrees that (a) such information and material
whether submitted during the registration process or thereafter throughout the
continuation of the use of the Sites or Service is true, accurate, current and
complete, and (b) you will maintain and promptly amend all information and
material to keep it true, accurate, current and complete.
5.3 Upon becoming a Member, you consent to the inclusion of the contact
information about you in our database and authorize Alibaba.com and our
affiliates to share the contact information with other Users or otherwise use
your personal information in accordance with the Privacy Policy.
5.4 Each Member represents, warrants and agrees that (a) you shall be solely
responsible for obtaining all necessary third party licenses and permissions
regarding any User Content that you submit, post or display; (b) any User
Content that you submit, post or display does not infringe or violate any of the
copyright, patent, trademark, trade name, trade secrets or any other personal or
proprietary rights of any third party (“Third Party Rights”); and (c) you have
the right and authority to sell, trade, distribute or export or offer to sell,
trade, distribute or export the products or services described in the User
Content and such sale, trade, distribution or export or offer does not violate
any Third Party Right；and (d) neither the Member nor any of its related persons,
have been banned or removed from any major e-commerce platforms, or otherwise
implicated in selling counterfeit or pirated products online.
5.5 Each Member further represents, warrants and agrees that the User Content
that you submit, post or display shall: a) be true, accurate, complete and
lawful; b) not be false, misleading or deceptive; c) not contain information
that is defamatory, libelous, threatening or harassing, obscene, objectionable,
offensive, sexually explicit or harmful to minors; d) not contain information
that is discriminatory or promotes discrimination based on race, sex, religion,
nationality, disability, sexual orientation or age; e) not violate the Product
Listing Policy, other Terms or any applicable Additional Agreements; f) not
violate any applicable laws and regulations (including without limitation those
governing export control, consumer protection, unfair competition, price gouging
or false advertising) or promote any activities which may violate any applicable
laws and regulations; g) not contain any link directly or indirectly to any
other web Sites which includes any content that may violate the Terms.
5.6 Each Member further represents, warrants and agrees that you shall/are: a)
carry on your activities on the Sites in compliance with any applicable laws and
regulations; b) conduct your business transactions with other users of the Sites
in good faith; c) carry on your activities in accordance with the Terms and any
applicable Additional Agreements; d) not use the Services or Sites to defraud
any person or entity (including without limitation sale of stolen items, use of
stolen credit/debit cards); e) not impersonate any person or entity,
misrepresent yourself or your affiliation with any person or entity; f) not
engage in spamming or phishing; g) not engage in any other unlawful activities
(including without limitation those which would constitute a criminal offence,
give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate Alibaba.com’s
various proprietary directories, databases and listings; i) not involve any
computer viruses or other destructive devices and codes that have the effect of
damaging, interfering with, intercepting or expropriating any software or
hardware system, data or personal information; j) not involve any scheme to
undermine the integrity of the data, systems or networks used by Alibaba.com
and/or any user of the Sites or gain unauthorized access to such data, systems
or networks; k) not, and your director(s), officer(s), controlling party/ies,
affiliates and legal jurisdiction in which any of the foregoing persons or
entities is organized or has operations are not, persons or entities that are
subject to any economic or fraud sanctions of any governmental, international or
regulatory entities; and l) not engage in any activities that would otherwise
create any liability for Alibaba.com or our affiliates.
5.7 Member may not use the Sites, Services or member account to engage in
activities which are identical or similar to Alibaba.com’s e-commerce
marketplace business.
5.8 If Member provides a business referee, Member represents, warrants and
agrees that you have obtained all necessary consents, approvals and waivers from
such referee to (a) act as your business referee; (b) post and publish their
contact details and information, reference letters and comments on their behalf;
and (c) that third parties may contact such business referees to support claims
or statements made about you. You further warrant and agree that all reference
letters and comments are true and accurate and third parties may contact the
business referees without the need to obtain your consent.
5.9 Member agrees to provide all necessary information, materials and approval,
and render all reasonable assistance and cooperation necessary for Alibaba.com’s
provision of the Services, evaluating whether Member has breached the Terms
and/or handling any complaint against the Member. If Member’s failure to do so
results in delay in, or suspension or termination of, the provision of any
Service, Alibaba.com shall not be obliged to extend the relevant service period
nor be liable for any loss or damages arising out of or in connection with such
delay, suspension or termination.
5.10 Member acknowledges and agrees that Alibaba.com reserves the right to, but
shall not be required to actively monitor or exercise any editorial control
whatsoever over the content of any message or material or information (including
User Content) created, obtained or accessible through the Services or Sites.
Alibaba.com does not endorse, verify or otherwise certify the contents of any
comments or other material or information (including User Content) created,
submitted, posted, displayed or otherwise made by any Member. Each Member is
solely responsible for the contents of their communications and may be held
legally liable or accountable for the content of their comments or other
material or information
5.11 Member acknowledges and agrees that the Sites and Services may only be used
by businesses and their representatives for business use and not for individual
consumers or for personal use.
5.12 Member acknowledges and agrees that each Member is solely responsible for
observing applicable laws and regulations in its respective jurisdictions to
ensure that all access and use of the Site and Services are in compliance with
the same.
5.13 Each Member represents, warrants and agrees that
(a) you and your affiliates shall comply with applicable laws and
regulations in conducting your respective business (including without limitation
applicable laws and regulations with respect to product safety, intellectual
property rights, data privacy, consumer protection, product or regulatory
certification, import and export control, unfair competition, price gouging,
false advertising, labor, environment, health and safety, anti-bribery and
anti-money laundering);
(b) you and your affiliates are not the subject of any trade restrictions,
sanctions or other legal restrictions enacted or proposed to be enacted by any
country, international organization or jurisdiction ("Relevant Subjects");
(c) you and your affiliates are not offering products or services that would
likely trigger any international trade restrictions, sanctions or other legal
restrictions by any Relevant Subjects;
(d) neither you, or any of your parent companies or affiliates, directly or
indirectly, deals with, or provides any funds, goods or services to Relevant
Subjects;
(e) you will at all times comply with all applicable export control and
sanctions laws and regulations with regard to products, services, software and
technologies in using the Services, including sanctions resolutions, laws and
regulations enacted and enforced by the UN Security Council, the People's
Republic of China, the United States of America, and any other country;
(f) If you and your affiliates are a Seller of products which require a warning
under California Health & Safety Code Section 25249.6 (a "Proposition 65
Warning”) you (i) will promptly display a Proposition 65 Warning on the product
detail page as required under the relevant law; (ii) authorize Alibaba.com to
display a Proposition 65 Warning on your behalf; and (iii) will only revise or
remove a Proposition 65 Warning for a product when the prior warning needs to be
modified or is no longer legally required, as the case may be; and
(g) You and your affiliates are responsible for your products' compliance with
the laws and regulations of the local country/region, the country/region of
destination and other applicable international conventions, including but not
limited to labour laws and standards, such as the Forced Labour Convention, 1930
and the Abolition of Forced Labour Convention, 1957. If a product is not
permitted to be possessed, sold, purchased, exported, imported or manufactured
in one or more country/regions, Sites reserve the right to remove the listing of
such product from, OR STOP THE SALE OF ANY SUCH PRODUCT IN, those
country/regions.
If, at any time, you fail to meet any of the above requirements, you should stop using the Services immediately. If Alibaba.com reasonably believes that any of your conduct violates or threatens to violate any applicable laws and regulations, Alibaba.com may, at its sole discretion, at any time take action as it may deem appropriate in light of the circumstances, including, but not limited to, terminating the provision of Services to you, closing relevant purchase orders, and terminating your accounts, while reserving all rights it may have regarding any non-compliant actions or conduct of its members.
6. BREACHES BY MEMBERS
6.1 Alibaba.com reserves the right in our sole discretion to remove, modify or
reject any User Content (in whole or in part) that you submit to, post or
display on the Sites which we reasonably believe (i) violates any applicable
laws and regulations, (ii) violates the Terms hereunder, (iii) could subject
Alibaba.com or our affiliates to liability, (iv) infringes any Third Party
Rights, (v) could harm the interests of our Members, third party or Alibaba.com
or our affiliates, or (vi) is otherwise found inappropriate in Alibaba.com’s
sole discretion.
6.2 If any Member breaches any Terms, or if Alibaba.com has reasonable grounds
to believe that a Member is in breach of any Terms, Alibaba.com shall have the
right to take such disciplinary actions as it deems appropriate, including
without limitation: (i) suspending or terminating the Member’s account and any
and all accounts determined to be related to such account by Alibaba.com in its
sole discretion without liability for any losses or damages arising out of or in
connection with such suspension or termination; (ii) restricting, downgrading,
suspending or terminating the subscription of, access to, or current or future
use of any Service; (iii) removing any product listings or other User Content
that the Member has submitted, posted or displayed, or imposing restrictions on
the number of product listings or User Content that the Member may post or
display; (iv) imposing other restrictions on the Member’s use of any features or
functions of any Service as Alibaba.com may consider appropriate in its sole
discretion; and (v) any other corrective actions, discipline or penalties as
Alibaba.com may deem necessary or appropriate in its sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Member
would be considered as being in breach of the Terms in any of the following
circumstances: a) upon complaint or claim from any third party, Alibaba.com has
reasonable grounds to believe that such Member has willfully or materially
failed to perform your contract with such third party including without
limitation where a Member who supplies products or services using the Sites and
Services has failed to deliver any items ordered by such third party after
receipt of the purchase price, or where the items such Member has delivered
materially fail to meet the terms and descriptions outlined in your contract
with such third party, b) Alibaba.com has reasonable grounds to suspect that
such Member has used a stolen credit card or other false or misleading
information in any transaction with a counter party, c) Alibaba.com has
reasonable grounds to suspect that any information provided by the Member is not
current or complete or is untrue, inaccurate, or misleading, or d) Alibaba.com
believes that the Member’s actions may cause financial loss or legal liability
to Alibaba.com or our affiliates or any other Users.
6.4 Alibaba.com reserves the right to cooperate fully with governmental or
regulatory authorities, law enforcement bodies, private investigators and/or
injured third parties in the investigation of any suspected criminal or civil
wrongdoing. Further, to the extent permitted by applicable laws and policies,
Alibaba.com may disclose the Member's identity, contact information and/or
information regarding the Member's account(s), transactions or activities
carried out on or via the Site, if requested by a government, regulatory or law
enforcement body or an injured third party, or as a result of a subpoena or
other legal action. Alibaba.com shall not be liable for damages or results
arising from such disclosure, and Member agrees not to bring any action or claim
against Alibaba.com for such disclosure.
6.5 Alibaba.com may, at any time and in our reasonable discretion, impose
limitations on, suspend or terminate the Member’s use of any Service or the
Sites without being liable to the Member if Alibaba.com has received notice that
the Member is in breach of any agreement or undertaking with any affiliate of
Alibaba.com including without limitation Taobao, Alipay, China Yahoo! and such
breach involves or is reasonably suspected to involve dishonest or fraudulent
activities. Alibaba.com reserves the right to, but shall not be required to
investigate such breach or request confirmation from the Member.
6.6 Each Member agrees to indemnify Alibaba.com, our affiliates, directors,
employees, agents and representatives and to hold them harmless, from any and
all damages, losses, claims and liabilities (including legal costs on a full
indemnity basis) which may arise from your submission, posting or display of any
User Content, from your access to or use of the Sites or Services, or from your
breach of the Terms or any Additional Agreements.
6.7 Each Member further agrees that Alibaba.com is not responsible, and shall
have no liability to you or anyone else for any User Content or other material
transmitted through the Sites or Services, including fraudulent, untrue,
misleading, inaccurate, defamatory, offensive or illicit material and that the
risk of damage from such User Content or other material rests entirely with the
Member. Alibaba.com reserves the right, at our own expense, to assume the
exclusive defense and control of any matter otherwise subject to indemnification
by the Member, in which event the Member shall cooperate with Alibaba.com in
asserting any available defenses.
7. TRANSACTIONS BETWEEN BUYERS AND SELLERS
7.1 Through the Sites, Alibaba.com provides electronic web-based platforms for
exchanging information between buyers and sellers of products and services.
Alibaba.com additionally provides electronic web-based transaction platforms for
Members to place, accept, conclude, manage and fulfill orders for the provision
of products and services online within the Sites subject to the terms of the
Transaction Services Agreement. However, for any Services, Alibaba.com does not
represent either the seller or the buyer in specific transactions. Alibaba.com
does not control and is not liable or responsible for the quality, safety,
lawfulness or availability of the products or services offered for sale on the
Sites, the ability of the sellers to complete a sale or the ability of buyers to
complete a purchase.
7.2 Users are hereby made aware that there may be risks of dealing with people
acting under false pretenses. Alibaba.com uses several techniques to verify the
accuracy of certain information our paying Users provide us when they register
for a paying membership service on the Sites. However, because user
verification on the Internet is difficult, Alibaba.com cannot and does not
confirm each User's purported identity (including, without limitation, paying
Members). We encourage you to use various means, as well as common sense, to
evaluate with whom you are dealing.
7.3 Buyers and sellers accessing or using the Sites or Services shall assume the
risks of conducting any purchase and sale transactions in connection with or
through the Sites or Services. Buyer and sellers accessing or using the Site or
Services shall also fully assume all risks of liability or harm of any kind
arising out of or in connection with any subsequent activity relating to the
products or services that are the subject of the transactions on the Sites.
Examples of such risks shall include, but are not limited to, mis-representation
of products and services, fraudulent schemes, unsatisfactory product quality,
failure to meet specifications, defective or dangerous products, unlawful
products, delay or default in delivery or payment, cost mis-calculations, breach
of warranty, breach of contract, transportation accidents, the risk that the
manufacture, importation, export, distribution, offer, display, purchase, sale
and/or use of products or services offered or displayed on the Sites may violate
or may be asserted to violate Third Party Rights, and the risk that Users may
incur costs of defense or other costs in connection with third parties’
assertion of Third Party Rights, or in connection with any claims by any party
that they are entitled to defense or indemnification in relation to the
assertion of rights, demands or claims by claimants of Third Party Rights.
Examples of such risks also include the risk of claims from consumers, other
purchasers, end-users of products or other third parties that they have suffered
injuries or harm from their use of the products obtained through the Sites or
Services. All of the foregoing risks are referred to as "Transaction Risks".
Alibaba.com is not liable or responsible for any damages, claims, liabilities,
costs, harm, inconveniences, business disruptions or expenditures of any kind
that may arise a result of or in connection with any Transaction Risks.
7.4 Buyers and sellers on the Sites are solely responsible for setting out and
performance of the terms and conditions of the transactions conducted on,
through or as a result of use of the Sites or Services, including, without
limitation, terms regarding payment, returns, warranties, shipping, insurance,
fees, taxes, title, licenses, fines, permits, handling, transportation and
storage, subject to any additional obligations imposed under the Transaction
Services Agreement(and in particular, clause 3.2).
7.5 User agrees to provide all information and materials as may be reasonably
required by Alibaba.com in connection with your transactions conducted on,
through or as a result of use of the Sites or Services. Alibaba.com has the
right to suspend or terminate any User’s account if the User fails to provide
the required information and materials without liability for any losses or
damages arising out of or in connection with such suspension or termination.
7.6 In the event that any User has a dispute with any party to a transaction,
such User agrees to release and indemnify Alibaba.com (and our agents,
affiliates, directors, officers and employees) from all claims, demands,
actions, proceedings, costs, expenses and damages (including without limitation
any actual, special, incidental or consequential damages) arising out of or in
connection with such dispute or the transaction.
8. LIMITATION OF LIABILITY
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY ALIBABA.COM
ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL
FAULTS”, AND ALIBABA.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION,
QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS,
CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALIBABA.COM MAKES NO REPRESENTATIONS
OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY,
STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH
THE SITES; ALIBABA.COM DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE,
IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF
PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY
THIRD PARTY RIGHTS; AND ALIBABA.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.
8.3 Any material downloaded or otherwise obtained through the Sites or Services
is done at each User's sole discretion and risk and each User is solely
responsible for any damage to its own or to Alibaba.com’s computer system(s) or
any loss of data that may result from the download of any such material. No
advice or information, whether oral or written, obtained by any User from
Alibaba.com or through or from the Sites shall create any warranty not expressly
stated herein.
8.4 The Sites may make available to User services or products provided by
independent third parties. No warranty or representation is made with regard to
such services or products. In no event shall Alibaba.com or our affiliates be
held liable for any such services or products.
8.5 Each User hereby agrees to indemnify and hold Alibaba.com, our affiliates,
directors, officers and employees harmless, from any and all losses, claims,
liabilities (including legal costs on a full indemnity basis) which may arise
from such User's access to or use of the Sites or Services (including but not
limited to the submission, posting or display of such User's information and
User Content on the Sites, Alibaba Channels or Third Party Channels under
Promotion Services) or from your breach of any of the representations,
warranties hereunder and the terms and conditions of the Terms. Each User hereby
further agrees to indemnify and hold Alibaba.com, our affiliates, directors,
officers and employees harmless, from any and all losses, damages, claims,
liabilities (including legal costs on a full indemnity basis) which may arise
from User's breach of any representations and warranties made by User to
Alibaba.com, including but not limited to those set forth in clause 5
hereunder.
8.6 Each User hereby further agrees to indemnify and save Alibaba.com, our
affiliates, directors, officers and employees harmless, from any and all losses,
damages, claims, liabilities (including legal costs on a full indemnity basis)
which may arise, directly or indirectly, as a result of any claims asserted by
Third Party Rights claimants or other third parties relating to the User
Content, information and/or products offered or displayed on the Sites. Each
User hereby further agrees that Alibaba.com is not responsible and shall have no
liability to you, for any material posted by others, including defamatory,
offensive or illicit material and that the risk of damages from such material
rests entirely with each User. Alibaba.com reserves the right, at our own
expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you shall cooperate with
Alibaba.com in asserting any available defenses.
8.7 Alibaba.com shall not be liable for any special, direct, indirect, punitive,
incidental or consequential damages or any damages whatsoever (including but not
limited to damages for loss of profits or savings, business interruption, loss
of information), whether in contract, negligence, tort, equity or otherwise or
any other damages resulting from any of the following: a) the use or the
inability to use the Sites or Services; b) any defect in goods, samples, data,
information or services purchased or obtained from a User or any other third
party through the Sites or Services; c) violation of Third Party Rights or
claims or demands that User's manufacture, importation, exportation,
distribution, offer, display, purchase, sale and/or use of products or services
offered or displayed on the Sites or through the Services may violate or may be
asserted to violate Third Party Rights; or claims by any party that they are
entitled to defense or indemnification in relation to assertions of rights,
demands or claims by Third Party Rights claimants; d) unauthorized access by
third parties to data or private information of any User; e) statements or
conduct of any User of the Sites or Services; or; f) any matters relating to the
Sites or Services, however arising, including negligence.
8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of
Alibaba.com, our employees, agents, affiliates, representatives or anyone acting
on our behalf with respect to each User for all claims arising from the access
to or use of the Sites or Services during any calendar year shall be limited to
the greater of (a) the amount of fees the User has paid to Alibaba.com in
exchange for the access to or use of the Site or Services during the calendar
year and (b) the maximum amount permitted under the applicable law. The
preceding sentence shall not preclude the requirement by the User to prove
actual damages. All claims arising from the use of the Sites or Services must be
filed within one (1) year from the date the cause of action arose or such longer
period as prescribed under the applicable law governing the Terms.
8.9 The limitations and exclusions of liability to you under the Terms shall
apply to the maximum extent permitted by law and shall apply whether or not
Alibaba.com has been advised of or should have been aware of the possibility of
any such losses arising.
9. FORCE MAJEURE
9.1 Alibaba.com shall not be liable for or required to pay compensation of any
nature whatsoever for any loss arising from the unavailability, inconvenience or
failures of the services or systems due to the following reasons: (i) system
shut-down for maintenance; (ii) inability to transmit data due to failures in
communications terminals or telecommunications equipment; (iii) systems failure
and inability to perform its functions due to force majeure events including but
not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires,
storms, war, political unrest, labour strikes, shortage of labor or materials,
riots, insurrections, civil disturbances, terrorist attack, explosions, acts of
God, governmental actions, orders of domestic or foreign courts or tribunals,
non-performance of third parties; or (iv) suspension or delay of services or
systems failure due to reasons beyond the reasonable control of Alibaba.com such
as hacker or cyber attacks, technical adjustments or failure of the
telecommunications department, website upgrades, third party problems or any
suspension or disruption of transportation or business operation (including but
not limited to delays or disruption of the resumption of work or operation
ordered by any government agency) in the event of a national or regional spread
of epidemic or pandemic.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Alibaba.com is the sole owner or lawful licensee of all the rights and
interests in the Sites and the Site Content. The Sites and Site Content embody
trade secrets and other intellectual property rights protected under worldwide
copyright and other laws. All title, ownership and intellectual property rights
in the Sites and Site Content shall remain with Alibaba.com, our affiliates or
licensors, as the case may be. All rights not otherwise claimed under the Terms
or by Alibaba.com are hereby reserved.
10.2 "ALIBABA", "ALIBABA.COM" and related icons and logos are registered
trademarks or trademarks or service marks of Alibaba Group Holding Limited
and“GOLD SUPPLIER”, "TRUSTPASS" and related icons and logos are registered
trademarks or trademarks or service marks of Alibaba.com Limited and its
affiliates, in various jurisdictions and are protected under applicable
copyright, trademark and other proprietary rights laws. The unauthorized
copying, modification, use or publication of these marks is strictly
prohibited.
10.3 Alibaba.com may have independent third parties involved in the provision of
the Alibaba.com Sites or Services (e.g., the authentication and verification
service providers). You may not use any trademark, service mark or logo of such
independent third parties without prior written approval from such parties.
10.4 To the largest extent permissible under applicable law, all rights, title
and interest to all derivative work created by Alibaba.com and/or its affiliates
using User Content pursuant to the Terms shall belong to Alibaba.com, which may
be freely assignable, licensable or grantable by Alibaba.com to any third party
or its affiliates.
11. NOTICES
11.1 All legal notices or demands to or upon Alibaba.com shall be made in
writing and sent to Alibaba.com personally, by courier or certified mail to the
following entity and address: Alibaba.com Hong Kong Limited/Alibaba.com
Singapore E-Commerce Private Limited/Hangzhou Alibaba Advertising Co. Ltd (as
the case maybe), 26/F Tower One, Times Square, 1 Matheson Street, Causeway Bay,
Hong Kong, Attn: Legal Department. The notices shall be effective when they are
received by Alibaba.com in the above-mentioned manner.
11.2 All legal notices or demands to or upon a User shall be effective if either
delivered personally, sent by courier, certified mail, by facsimile or email to
the last-known correspondence, fax or email address provided by the User to
Alibaba.com, or by posting such notice or demand on an area of the Sites that is
publicly accessible without a charge. Notice to a User shall be deemed to be
received by such User if and when:
a) Alibaba.com is able to demonstrate that communication, whether in physical or
electronic form, has been sent to such User, or b) immediately upon Alibaba.com
posting such notice on an area of the Sites that is publicly accessible without
charge.
11.3 You agree that all agreements, notices, demands, disclosures and other
communications that Alibaba.com sends to you electronically will satisfy any
legal requirement that such communication should be in writing.
12. GENERAL PROVISIONS
12.1 Subject to any Additional Agreements, the Terms constitute the entire
agreement between you and Alibaba.com with respect to and govern your use of the
Sites and Services, superseding any prior written or oral agreements in relation
to the same subject matter herein.
12.2 Alibaba.com and you are independent contractors, and no agency,
partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by the Terms.
12.3 If any provision of the Terms is held to be invalid or unenforceable, such
provision shall be deleted and the remaining provisions shall remain valid and
be enforced.
12.4 Headings are for reference purposes only and in no way define, limit,
construe or describe the scope or extent of such clause.
12.5 Alibaba.com’s failure to enforce any right or failure to act with respect
to any breach by you under the Terms will not constitute a waiver of that right
nor a waiver of Alibaba.com’s right to act with respect to subsequent or similar
breaches.
12.6 Alibaba.com shall have the right to assign the Terms (including all of our
rights, titles, benefits, interests, and obligations and duties in the Terms） to
any person or entity (including any affiliates of Alibaba.com). You may not
assign, in whole or part, the Terms to any person or entity.
12.7 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE PEOPLE’S REPUBLIC OF
CHINA (“PRC”) IF YOU CONTRACT WITH HANGZHOU ALIBABA ADVERTISING CO., LTD
ACCORDING TO PARAGRAPH 2.1, AND THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO
THE EXCLUSIVE JURISDICTION OF THE YUHANG BASIC PEOPLE’S COURT OF HANGZHOU, PRC.
IF YOUR CONTRACT IS WITH ALIBABA.COM HONG KONG LIMITED OR ALIBABA.COM SINGAPORE
E-COMMERCE PRIVATE LIMITED, THEN THIS AGREEMENT SHALL BE GOVERNED BY LAWS OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION ("HONG KONG") WITHOUT REGARD TO ITS
CONFLICT OF LAW PROVISIONS; AND THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO
THE EXCLUSIVE JURISDICTION OF THE HONG KONG COURTS, EXCEPT AS OTHERWISE
STIPULATED UNDER APPLICABLE LAW.
12.8 If you have any comments on the Services we provide to you, you may contact
our customer service support line
(https://service.alibaba.com/buyer?spm=a2700.8293689.0.0.643f65aasdVUJy&tracelog=footer_hp_buyer)
with any such feedback or questions.
Chinese version
PART B: OLD VERSION - EFFECTIVE AS OF APRIL 30, 2021
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
Welcome to www.alibaba.comand www.aliexpress.com! These Terms of Use describe
the terms and conditions applicable to your access and use of the websites,
mobile sites, mobile applications and other portals owned, operated, branded or
made available by Alibaba.com (defined below) from time to time which relate to
(a) the Alibaba e-commerce platform including but not limited to the web and
mobile-optimized versions of the websites identified by the uniform resource
locator “www.alibaba.com” and the mobile applications of the Alibaba.com
e-commerce platform (the “Alibaba Sites”); and (b) the AliExpress e-commerce
platform including but not limited to the web and mobile-optimized versions of
the websites identified by the uniform resource locators “www.aliexpress.com”,
“www.aliexpress.ru” and “www.tmall.ru” (“AliExpress Sites”), and the mobile
applications of the AliExpress e-commerce platforms,(with Alibaba.com Sites and
AliExpress Sites collectively the “Sites”). This document is a legally binding
agreement between you as the user(s) of the Sites (referred to as “you”, “your”
or “User” hereinafter) and the Alibaba.com contracting entity determined in
accordance with clause 2.1 below (referred to as “we”, “our” or “Alibaba.com”
hereinafter).
1. APPLICATION AND ACCEPTANCE OF THE TERMS
1.1 Your access to and use of the Sites and Alibaba.com’s services, software and
products through the Sites, which shall include the platforms described in
clause 7.1 of the Terms (such services, software and products collectively
referred to as the “Services” hereinafter) is subject to the terms and
conditions contained in this document as well as the Privacy Policy(defined in
clause 3.3 below), the Product Listing Policyand any other rules and policies of
the Sites that Alibaba.com may publish from time to time. This document and
such other rules and policies of the Sites are collectively referred to below as
the “Terms”. By accessing and use of the Sites and Services, you agree to
accept and be bound by the Terms. Please do not access or use the Services or
the Sites if you do not accept all of the Terms.
1.2 You may not access or use the Services or the Sites and may not accept the
Terms if (a) you are not of legal age to form a binding contract with
Alibaba.com, or (b) you are not permitted to receive any Services under the laws
of Hong Kong or other countries/regions including the country/region in which
you are resident or from which you access and use the Services and the Sites.
1.3 Alibaba.com may amend any Terms at any time by posting the relevant amended
and restated Terms on the Sites. By continuing to access or use the Services or
the Sites, you agree that the amended and restated Terms will apply to you.
1.4 If Alibaba.com has posted or provided a translation of the English language
version of the Terms, you agree that the translation is provided for convenience
only and that the English language version will govern your access to and use of
the Services or the Sites.
1.5 You may be required to enter into separate agreement(s), whether online or
offline, with Alibaba.com or our affiliate for any Service (or features within
the Services) (each an “Additional Agreement”). If there is any conflict or
inconsistency between the Terms and an Additional Agreement, the Additional
Agreement shall take precedence over the Terms only in relation to that Service
(or feature within the Service) concerned.
1.6 The Terms may not otherwise be modified except in writing by an authorized
officer of Alibaba.com.
2. PROVISION OF SERVICES
2.1 If you are a registered member of any of the Sites, and you are from
mainland China, you are contracting with Hangzhou Alibaba Advertising Co., Ltd.
If you are a registered member of any of the Sites, and you are from Hong Kong
or Macau, the Alibaba.com contracting entity that you are contracting with is
Alibaba.com Hong Kong Limited.
If you are a registered member of any of the Sites, and either (a) you are from
a place outside mainland China, Hong Kong, Macau; or (b) you access and use the
Alibaba Sites from any of the Relevant Jurisdictions, you are contracting with
Alibaba.com Singapore E-Commerce Private Limited (incorporated in Singapore with
Company Reg. No. 200720572D). As some or part of the Services may be supported
and provided by affiliates of Alibaba.com, Alibaba.com may delegate some of the
Services to its affiliates.
Notwithstanding anything to the contrary in the forgoing provisions in this
clause 2.1, if you are a registered member of AliExpress, and you are resident
in or access and use the AliExpress Sites from any of the Relevant Jurisdictions
(the “AliExpress Relevant Jurisdiction User”), your contract is with AliExpress
Russia Holding Private Limited (incorporated in Singapore with Company Reg. No.
201917627W). “Relevant Jurisdictions” shall mean the Russian Federation,
Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova,
Turkmenistan, Tajikistan and Uzbekistan.
2.2 You must register as a member on the Sites in order to access and use some
Services. Further, Alibaba.com reserves the right, without prior notice, to
restrict access to or use of certain Services (or any features within the
Services) to paying Users, or subject to other conditions that Alibaba.com may
impose in our discretion.
2.3 Services (or any features within the Services) may vary for different
regions and countries. No warranty or representation is given that a particular
Service or feature or function thereof or the same type and extent of the
Service or features and functions thereof will be available for Users.
Alibaba.com may in our sole discretion limit, deny or create different levels of
access to and use of any Services (or any features within the Services) with
respect to different Users.
2.4 Alibaba.com may launch, change, upgrade, impose conditions to, suspend, or
stop any Services (or any features within the Services) without prior notice
except that in case of a fee-based Service, such changes will not substantially
adversely affect the ability of such paying Users to enjoy that Service, except
in respect of any AliExpress Relevant Jurisdiction Users. In respect of any
AliExpress Relevant Jurisdiction Users, AliExpress Russia Holding Private
Limited may launch, change, upgrade, impose conditions to, suspend, or stop any
Services (or any features within the Services) without prior notice except that
in case of a fee-based Service, such changes will not substantially adversely
affect the ability of such paying Users to enjoy that Service.
2.5 Some Services (or part thereof) may be provided by Alibaba.com’s affiliates
on behalf of Alibaba.com.
2.6 Promotion Services provided by Alibaba.com pursuant to the terms hereunder
shall include: 1) Top Ranking and Sponsored Listing; 2) services that benefit,
promote, support, whether directly or indirectly, the business of User, the
User’s brand, product, store, logo, trademark, service mark, User Content (as
defined in clause 3.7 of the Terms) and/or derivative work using the User
Content on software, applications, tools, browser extensions and/or platforms
operated and/or controlled by Alibaba.com (“Alibaba Channels”) and/or on
software, applications, channels, platforms, websites and/or any other forms of
media that are operated and/or controlled by third parties (“Third Party
Channels”); and 3) any such other services as may be announced by Alibaba.com
from time to time.
Alibaba.com shall be entitled to, at its sole discretion, determine whether the
Promotion Services or any part thereof will be available to you.
3. USERS GENERALLY
3.1 As a condition of your access to and use of the Sites or Services, you agree
that you will comply with all applicable laws and regulations when accessing or
using the Sites or Services.
3.2 You agree that (a) you will not copy, reproduce, download, re-publish, sell,
distribute or resell any Services or any information, text, images, graphics,
video clips, sound, directories, files, databases or listings, etc available on
or through the Sites (the “Site Content”), and (b) you will not copy, reproduce,
download, compile or otherwise use any Site Content for the purposes of
operating a business that competes with Alibaba.com, or otherwise commercially
exploiting the Site Content. Systematic retrieval of Site Content from the Sites
to create or compile, directly or indirectly, a collection, compilation,
database or directory (whether through robots, spiders, automatic devices or
manual processes) without written permission from Alibaba.com is prohibited. Use
of any content or materials on the Sites for any purpose not expressly permitted
in the Terms is prohibited.
3.3 You must read the following documents which govern the protection and use of
personal information about Users in the possession of Alibaba.com and our
affiliates:
a) for Users who access or use Sites relating to the Alibaba e-commerce
platform, the Alibaba.com Privacy Policy, and
b) for Users who access or use Sites relating to the AliExpress e-commerce
platforms, the Aliexpress.com Privacy Policy, Privacy Policy of
www.aliexpress.ru（点此http://https://business.aliexpress.ru/legal-docs/article/aer_ru_confidentiality_agreement）
or the “www.tmall.ru” (collectively, the “Privacy Policy”).
3.4 Alibaba.com may allow Users to access to content, products or services
offered by third parties through hyperlinks (in the form of word link, banners,
channels or otherwise), API or otherwise to such third parties' web sites. You
are cautioned to read such web sites' terms and conditions and/or privacy
policies before using the Sites. You acknowledge that Alibaba.com has no control
over such third parties' web sites, does not monitor such web sites, and shall
not be responsible or liable to anyone for such web sites, or any content,
products or services made available on or through such web sites.
3.5 You agree not to undertake any action to undermine the integrity of the
computer systems or networks of Alibaba.com and/or any other User nor to gain
unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of
Alibaba.com’s feedback system, such as leaving positive feedback for yourself
using secondary Member IDs or through third parties or by leaving
unsubstantiated negative feedback for another User.
3.7 By posting or displaying any logos, trademarks, service marks, brands,
description/information in the product listings, and any other information,
content or material on the Sites (any of such information, content or material,
collectively referred to as“User Content”) or providing any User Content to
Alibaba.com and/or its affiliates and their respective representative(s), and to
the extent permitted under applicable laws, you grant an irrevocable, perpetual,
worldwide, royalty-free, and sub-licensable (through multiple tiers) license to
Alibaba.com and/or its affiliates and their respective representative(s) to
display, transmit, distribute, reproduce, publish, duplicate, adapt, modify,
edit, translate, create derivative works using the User Content, remove any part
of it (including, without limitation, the watermark or mark the User Content
bears), and otherwise use any or all of the User Content in any form, media, or
technology now known or not currently known in any manner, on the Sites, Alibaba
Channels and/or Third Party Channels and for any purpose which may be
beneficial, whether directly or indirectly, to Alibaba.com, the operation of the
Sites, the provision of any Services and Promotion Services and/or the business
of the User. You confirm and warrant to Alibaba.com that you have all the
rights, power and authority necessary to grant the above license and the User
Content and use of such User Content (including derivative works) by Alibaba.com
and/or its affiliates under such license is free from any infringement or
violation of any Third Party Rights (as defined in clause 5.4 of the Terms). To
the maximum extent permitted by law, you waive your right to enforce your
Intellectual Property Rights in the User Content against Alibaba.com and/or its
affiliates, assignees or sub-licensees in connection with use of such User
Content in connection with the Services. Information that is protected under
data protection laws will only be used and kept in compliance with those laws.
4. MEMBER ACCOUNTS
4.1 User must be registered on the Sites to access or use some Services (a
registered User is also referred to as a “Member” below). Except with
Alibaba.com’s approval, one User may only register one member account on the
Sites. Alibaba.com may cancel or terminate a User’s member account if
Alibaba.com has reasons to suspect that the User has concurrently registered or
is in control of two or more member accounts. Further, Alibaba.com may reject
User’s application for registration for any reason.
4.2 Upon registration on the Sites, Alibaba.com shall assign an account and
issue a member ID and password (the latter shall be chosen by a registered User
during registration) to each registered User. An account may have a web-based
email account with limited storage space for the Member to send or receive
emails.
4.3 A set of Member ID and password is unique to a single account. Each Member
shall be solely responsible for maintaining the confidentiality and security of
your Member ID and password and for all use of and activities that occur under
your account (whether such use or activities are authorized or not). No Member
may share, assign, or permit the use of your Member account, ID or password by
another person, even to other individuals within the Member’s own business
entity (where applicable). Member agrees to notify Alibaba.com immediately if
you become aware of any unauthorized use of your password or your account or any
other breach of security of your account.
4.4 Member agrees that all use of the Sites and Services, and all activities
that occur under your account (including without limitation, posting any company
or product information, clicking to accept any Additional Agreements or rules,
subscribing to or making any payment for any services, sending emails using the
email account or sending SMS) will be deemed to have been authorized by the
Member.
4.5 Member acknowledges that sharing of your account with other persons, or
allowing multiple users outside of your business entity to use your account
(collectively, "multiple use"), may cause irreparable harm to Alibaba.com or
other Users of the Sites. Member shall indemnify Alibaba.com, our affiliates,
directors, employees, agents and representatives against any loss or damages
(including but not limited to loss of profits) suffered as a result of the
multiple use of your account. Member also agrees that in case of the multiple
use of your account or Member’s failure to maintain the security of your
account, Alibaba.com shall not be liable for any loss or damages arising from
such a breach and shall have the right to suspend or terminate Member’s account
without liability to the Member.
5. MEMBER'S RESPONSIBILITIES
5.1 Each Member represents, warrants and agrees that (a) you have full power and
authority to accept the Terms, to grant the license and authorization and to
perform the obligations hereunder; (b) your access and use the Sites and
Services will be for business purposes only; and (c) for Members who are
business entities, the address you provide when registering is the principal
place of business of your business entity. For purposes of this provision, a
branch or liaison office will not be considered a separate entity and your
principal place of business will be deemed to be that of your head office.
5.2 Member will be required to provide information or material about your
entity, business or products/services as part of the registration process on the
Sites for your access to and use of any Service or the member account. Each
Member represents, warrants and agrees that (a) such information and material
whether submitted during the registration process or thereafter throughout the
continuation of the use of the Sites or Service is true, accurate, current and
complete, and (b) you will maintain and promptly amend all information and
material to keep it true, accurate, current and complete.
5.3 Upon becoming a Member, you consent to the inclusion of the contact
information about you in our database and authorize Alibaba.com and our
affiliates to share the contact information with other Users or otherwise use
your personal information in accordance with the Privacy Policy.
5.4 Each Member represents, warrants and agrees that (a) you shall be solely
responsible for obtaining all necessary third party licenses and permissions
regarding any User Content that you submit, post or display; (b) any User
Content that you submit, post or display does not infringe or violate any of the
copyright, patent, trademark, trade name, trade secrets or any other personal or
proprietary rights of any third party (“Third Party Rights”); and (c) you have
the right and authority to sell, trade, distribute or export or offer to sell,
trade, distribute or export the products or services described in the User
Content and such sale, trade, distribution or export or offer does not violate
any Third Party Right；and (d) neither the Member nor any of its related persons,
have been banned or removed from any major e-commerce platforms, or otherwise
implicated in selling counterfeit or pirated products online.
5.5 Each Member further represents, warrants and agrees that the User Content
that you submit, post or display shall: a) be true, accurate, complete and
lawful; b) not be false, misleading or deceptive; c) not contain information
that is defamatory, libelous, threatening or harassing, obscene, objectionable,
offensive, sexually explicit or harmful to minors; d) not contain information
that is discriminatory or promotes discrimination based on race, sex, religion,
nationality, disability, sexual orientation or age; e) not violate the Product
Listing Policy, other Terms or any applicable Additional Agreements f) not
violate any applicable laws and regulations (including without limitation those
governing export control, consumer protection, unfair competition, price gouging
or false advertising) or promote any activities which may violate any applicable
laws and regulations; g) not contain any link directly or indirectly to any
other web Sites which includes any content that may violate the Terms.
5.6 Each Member further represents, warrants and agrees that you shall/are: a)
carry on your activities on the Sites in compliance with any applicable laws and
regulations; b) conduct your business transactions with other users of the Sites
in good faith; c) carry on your activities in accordance with the Terms and any
applicable Additional Agreements; d) not use the Services or Sites to defraud
any person or entity (including without limitation sale of stolen items, use of
stolen credit/debit cards); e) not impersonate any person or entity,
misrepresent yourself or your affiliation with any person or entity; f) not
engage in spamming or phishing; g) not engage in any other unlawful activities
(including without limitation those which would constitute a criminal offence,
give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate Alibaba.com’s
various proprietary directories, databases and listings; i) not involve any
computer viruses or other destructive devices and codes that have the effect of
damaging, interfering with, intercepting or expropriating any software or
hardware system, data or personal information; j) not involve any scheme to
undermine the integrity of the data, systems or networks used by Alibaba.com
and/or any user of the Sites or gain unauthorized access to such data, systems
or networks; k) not, and your director(s), officer(s), controlling party/ies,
affiliates and legal jurisdiction in which any of the foregoing persons or
entities is organized or has operations are not, persons or entities that are
subject to any economic or fraud sanctions of any governmental, international or
regulatory entities; and l) not engage in any activities that would otherwise
create any liability for Alibaba.com or our affiliates.
5.7 Member may not use the Sites, Services or member account to engage in
activities which are identical or similar to Alibaba.com’s e-commerce
marketplace business.
5.8 If Member provides a business referee, Member represents, warrants and
agrees that you have obtained all necessary consents, approvals and waivers from
such referee to (a) act as your business referee; (b) post and publish their
contact details and information, reference letters and comments on their behalf;
and (c) that third parties may contact such business referees to support claims
or statements made about you. You further warrant and agree that all reference
letters and comments are true and accurate and third parties may contact the
business referees without the need to obtain your consent.
5.9 Member agrees to provide all necessary information, materials and approval,
and render all reasonable assistance and cooperation necessary for Alibaba.com’s
provision of the Services, evaluating whether Member has breached the Terms
and/or handling any complaint against the Member. If Member’s failure to do so
results in delay in, or suspension or termination of, the provision of any
Service, Alibaba.com shall not be obliged to extend the relevant service period
nor be liable for any loss or damages arising out of or in connection with such
delay, suspension or termination.
5.10 Member acknowledges and agrees that Alibaba.com reserves the right to, but
shall not be required to actively monitor or exercise any editorial control
whatsoever over the content of any message or material or information (including
User Content) created, obtained or accessible through the Services or Sites.
Alibaba.com does not endorse, verify or otherwise certify the contents of any
comments or other material or information (including User Content) created,
submitted, posted, displayed or otherwise made by any Member. Each Member is
solely responsible for the contents of their communications and may be held
legally liable or accountable for the content of their comments or other
material or information
5.11 Member acknowledges and agrees that the Sites and Services may only be used
by businesses and their representatives for business use and not for individual
consumers or for personal use.
5.12Member acknowledges and agrees that each Member is solely responsible for
observing applicable laws and regulations in its respective jurisdictions to
ensure that all access and use of the Site and Services are in compliance with
the same.
5.13 Each Member represents, warrants and agrees that
(a) you and your affiliates shall comply with applicable laws and
regulations in conducting your respective business (including without limitation
applicable laws and regulations with respect to product safety, intellectual
property rights, data privacy, consumer protection, product or regulatory
certification, import and export control, unfair competition, price gouging,
false advertising, labor, environment, health and safety, anti-bribery and
anti-money laundering).
(b) you and your affiliates are not the subject of any trade restrictions,
sanctions or other legal restrictions enacted or proposed to be enacted by any
country, international organization or jurisdiction ("Relevant Subjects");
(c) you and your affiliates are not offering products or services that would
likely trigger any international trade restrictions, sanctions or other legal
restrictions by any Relevant Subjects;
(d) neither you, or any of your parent companies or affiliates, directly or
indirectly, deals with, or provides any funds, goods or services to Relevant
Subjects;
(e) you will at all times comply with all applicable export control and
sanctions laws and regulations with regard to products, services, software and
technologies in using the Services, including sanctions resolutions, laws and
regulations enacted and enforced by the UN Security Council, the People's
Republic of China, the United States of America, and any other country;
(f) If you and your affiliates are a Seller of products which require a warning
under California Health & Safety Code Section 25249.6 (a "Proposition 65
Warning”) you (a) will promptly display a Proposition 65 Warning on the product
detail page as required under the relevant law; (b) authorize Alibaba.com to
display a Proposition 65 Warning on your behalf; and (c) will only revise or
remove a Proposition 65 Warning for a product when the prior warning needs to be
modified or is no longer legally required, as the case may be; and
(g) You and your affiliates are responsible for your products compliance with
the laws and regulations of the country/region of destination, including with
relevant labor laws and standards. If a product is not permitted in one or more
markets, Sites reserve the right to remove the product listing from, OR STOP THE
SALE OF ANY SUCH PRODUCT IN, those markets.
If, at any time, you fail to meet any of the above requirements, you should stop
using the Services immediately. If Alibaba.com reasonably believes that any of
your conduct violates or threatens to violate any applicable laws and
regulations, Alibaba.com may, at its sole discretion, at any time take action as
it may deem appropriate in light of the circumstances, including, but not
limited to, terminating the provision of Services to you, closing relevant
purchase orders, and terminating your accounts, while reserving all rights it
may have regarding any non-compliant actions or conduct of its members.
6. BREACHES BY MEMBERS
6.1 Alibaba.com reserves the right in our sole discretion to remove, modify or
reject any User Content (in whole or in part) that you submit to, post or
display on the Sites which we reasonably believe (i) violates any applicable
laws and regulations, (ii) violates the Terms hereunder, (iii) could subject
Alibaba.com or our affiliates to liability, (iv) infringes any Third Party
Rights, (v) could harm the interests of our Members, third party or Alibaba.com
or our affiliates, or (vi) is otherwise found inappropriate in Alibaba.com’s
sole discretion.
6.2 If any Member breaches any Terms, or if Alibaba.com has reasonable grounds
to believe that a Member is in breach of any Terms, Alibaba.com shall have the
right to take such disciplinary actions as it deems appropriate, including
without limitation: (i) suspending or terminating the Member’s account and any
and all accounts determined to be related to such account by Alibaba.com in its
sole discretion without liability for any losses or damages arising out of or in
connection with such suspension or termination; (ii) restricting, downgrading,
suspending or terminating the subscription of, access to, or current or future
use of any Service; (iii) removing any product listings or other User Content
that the Member has submitted, posted or displayed, or imposing restrictions on
the number of product listings or User Content that the Member may post or
display; (iv) imposing other restrictions on the Member’s use of any features or
functions of any Service as Alibaba.com may consider appropriate in its sole
discretion; and (v) any other corrective actions, discipline or penalties as
Alibaba.com may deem necessary or appropriate in its sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Member
would be considered as being in breach of the Terms in any of the following
circumstances: a) upon complaint or claim from any third party, Alibaba.com has
reasonable grounds to believe that such Member has willfully or materially
failed to perform your contract with such third party including without
limitation where a Member who supplies products or services using the Sites and
Services has failed to deliver any items ordered by such third party after
receipt of the purchase price, or where the items such Member has delivered
materially fail to meet the terms and descriptions outlined in your contract
with such third party, b) Alibaba.com has reasonable grounds to suspect that
such Member has used a stolen credit card or other false or misleading
information in any transaction with a counter party, c) Alibaba.com has
reasonable grounds to suspect that any information provided by the Member is not
current or complete or is untrue, inaccurate, or misleading, or d) Alibaba.com
believes that the Member’s actions may cause financial loss or legal liability
to Alibaba.com or our affiliates or any other Users.
6.4 Alibaba.com reserves the right to cooperate fully with governmental or
regulatory authorities, law enforcement bodies, private investigators and/or
injured third parties in the investigation of any suspected criminal or civil
wrongdoing. Further, to the extent permitted by applicable laws and policies,
Alibaba.com may disclose the Member's identity, contact information and/or
information regarding the Member's account(s), transactions or activities
carried out on or via the Site, if requested by a government, regulatory or law
enforcement body or an injured third party, or as a result of a subpoena or
other legal action. Alibaba.com shall not be liable for damages or results
arising from such disclosure, and Member agrees not to bring any action or claim
against Alibaba.com for such disclosure.
6.5 Alibaba.com may, at any time and in our reasonable discretion, impose
limitations on, suspend or terminate the Member’s use of any Service or the
Sites without being liable to the Member if Alibaba.com has received notice that
the Member is in breach of any agreement or undertaking with any affiliate of
Alibaba.com including without limitation Taobao, Alipay, China Yahoo! and such
breach involves or is reasonably suspected to involve dishonest or fraudulent
activities. Alibaba.com reserves the right to, but shall not be required to
investigate such breach or request confirmation from the Member.
6.6 Each Member agrees to indemnify Alibaba.com, our affiliates, directors,
employees, agents and representatives and to hold them harmless, from any and
all damages, losses, claims and liabilities (including legal costs on a full
indemnity basis) which may arise from your submission, posting or display of any
User Content, from your access to or use of the Sites or Services, or from your
breach of the Terms or any Additional Agreements.
6.7 Each Member further agrees that Alibaba.com is not responsible, and shall
have no liability to you or anyone else for any User Content or other material
transmitted through the Sites or Services, including fraudulent, untrue,
misleading, inaccurate, defamatory, offensive or illicit material and that the
risk of damage from such User Content or other material rests entirely with the
Member. Alibaba.com reserves the right, at our own expense, to assume the
exclusive defense and control of any matter otherwise subject to indemnification
by the Member, in which event the Member shall cooperate with Alibaba.com in
asserting any available defenses.
7. TRANSACTIONS BETWEEN BUYERS AND SELLERS
7.1 Through the Sites, Alibaba.com provides electronic web-based platforms for
exchanging information between buyers and sellers of products and services.
Alibaba.com additionally provides electronic web-based transaction platforms for
Members to place, accept, conclude, manage and fulfill orders for the provision
of products and services online within the Sites subject to the terms of the
Transaction Services Agreement. However, for any Services, Alibaba.com does not
represent either the seller or the buyer in specific transactions. Alibaba.com
does not control and is not liable or responsible for the quality, safety,
lawfulness or availability of the products or services offered for sale on the
Sites, the ability of the sellers to complete a sale or the ability of buyers to
complete a purchase.
7.2 Users are hereby made aware that there may be risks of dealing with people
acting under false pretences. Alibaba.com uses several techniques to verify the
accuracy of certain information our paying Users provide us when they register
for a paying membership service on the Sites. However, because user verification
on the Internet is difficult, Alibaba.com cannot and does not confirm each
User's purported identity (including, without limitation, paying Members). We
encourage you to use various means, as well as common sense, to evaluate with
whom you are dealing.
7.3 Buyers and sellers accessing or using the Sites or Services shall assume the
risks of conducting any purchase and sale transactions in connection with or
through the Sites or Services. Buyer and sellers accessing or using the Site or
Services shall also fully assume all risks of liability or harm of any kind
arising out of or in connection with any subsequent activity relating to the
products or services that are the subject of the transactions on the Sites.
Examples of such risks shall include, but are not limited to, mis-representation
of products and services, fraudulent schemes, unsatisfactory product quality,
failure to meet specifications, defective or dangerous products, unlawful
products, delay or default in delivery or payment, cost mis-calculations, breach
of warranty, breach of contract, transportation accidents, the risk that the
manufacture, importation, export, distribution, offer, display, purchase, sale
and/or use of products or services offered or displayed on the Sites may violate
or may be asserted to violate Third Party Rights, and the risk that Users may
incur costs of defense or other costs in connection with third parties’
assertion of Third Party Rights, or in connection with any claims by any party
that they are entitled to defense or indemnification in relation to the
assertion of rights, demands or claims by claimants of Third Party Rights.
Examples of such risks also include the risk of claims from consumers, other
purchasers, end-users of products or other third parties that they have suffered
injuries or harm from their use of the products obtained through the Sites or
Services. All of the foregoing risks are referred to as "Transaction Risks".
Alibaba.com is not liable or responsible for any damages, claims, liabilities,
costs, harm, inconveniences, business disruptions or expenditures of any kind
that may arise a result of or in connection with any Transaction Risks.
7.4 Buyers and sellers on the Sites are solely responsible for setting out and
performance of the terms and conditions of the transactions conducted on,
through or as a result of use of the Sites or Services, including, without
limitation, terms regarding payment, returns, warranties, shipping, insurance,
fees, taxes, title, licenses, fines, permits, handling, transportation and
storage, subject to any additional obligations imposed under the Transaction
Services Agreement(and in particular, clause 3.2).
7.5 User agrees to provide all information and materials as may be reasonably
required by Alibaba.com in connection with your transactions conducted on,
through or as a result of use of the Sites or Services. Alibaba.com has the
right to suspend or terminate any User’s account if the User fails to provide
the required information and materials without liability for any losses or
damages arising out of or in connection with such suspension or termination.
7.6 In the event that any User has a dispute with any party to a transaction,
such User agrees to release and indemnify Alibaba.com (and our agents,
affiliates, directors, officers and employees) from all claims, demands,
actions, proceedings, costs, expenses and damages (including without limitation
any actual, special, incidental or consequential damages) arising out of or in
connection with such dispute or the transaction.
8. LIMITATION OF LIABILITY
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY ALIBABA.COM
ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND “WITH ALL
FAULTS”, AND ALIBABA.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION,
QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS,
CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALIBABA.COM MAKES NO REPRESENTATIONS
OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY,
STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH
THE SITES; ALIBABA.COM DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE,
IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF
PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY
THIRD PARTY RIGHTS; AND ALIBABA.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF
ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.
8.3 Any material downloaded or otherwise obtained through the Sites or Services
is done at each User's sole discretion and risk and each User is solely
responsible for any damage to its own or to Alibaba.com’s computer system(s) or
any loss of data that may result from the download of any such material. No
advice or information, whether oral or written, obtained by any User from
Alibaba.com or through or from the Sites shall create any warranty not expressly
stated herein.
8.4 The Sites may make available to User services or products provided by
independent third parties. No warranty or representation is made with regard to
such services or products. In no event shall Alibaba.com or our affiliates be
held liable for any such services or products.
8.5 Each User hereby agrees to indemnify and hold Alibaba.com, our affiliates,
directors, officers and employees harmless, from any and all losses, claims,
liabilities (including legal costs on a full indemnity basis) which may arise
from such User's access to or use of the Sites or Services (including but not
limited to the submission, posting or display of such User's information and
User Content on the Sites, Alibaba Channels or Third Party Channels under
Promotion Services) or from your breach of any of the representations,
warranties hereunder and the terms and conditions of the Terms. Each User hereby
further agrees to indemnify and hold Alibaba.com, our affiliates, directors,
officers and employees harmless, from any and all losses, damages, claims,
liabilities (including legal costs on a full indemnity basis) which may arise
from User's breach of any representations and warranties made by User to
Alibaba.com, including but not limited to those set forth in clause 5
hereunder.
8.6 Each User hereby further agrees to indemnify and save Alibaba.com, our
affiliates, directors, officers and employees harmless, from any and all losses,
damages, claims, liabilities (including legal costs on a full indemnity basis)
which may arise, directly or indirectly, as a result of any claims asserted by
Third Party Rights claimants or other third parties relating to the User
Content, information and/or products offered or displayed on the Sites. Each
User hereby further agrees that Alibaba.com is not responsible and shall have no
liability to you, for any material posted by others, including defamatory,
offensive or illicit material and that the risk of damages from such material
rests entirely with each User. Alibaba.com reserves the right, at our own
expense, to assume the exclusive defense and control of any matter otherwise
subject to indemnification by you, in which event you shall cooperate with
Alibaba.com in asserting any available defenses.
8.7 Alibaba.com shall not be liable for any special, direct, indirect, punitive,
incidental or consequential damages or any damages whatsoever (including but not
limited to damages for loss of profits or savings, business interruption, loss
of information), whether in contract, negligence, tort, equity or otherwise or
any other damages resulting from any of the following: a) the use or the
inability to use the Sites or Services; b) any defect in goods, samples, data,
information or services purchased or obtained from a User or any other third
party through the Sites or Services; c) violation of Third Party Rights or
claims or demands that User's manufacture, importation, exportation,
distribution, offer, display, purchase, sale and/or use of products or services
offered or displayed on the Sites or through the Services may violate or may be
asserted to violate Third Party Rights; or claims by any party that they are
entitled to defense or indemnification in relation to assertions of rights,
demands or claims by Third Party Rights claimants; d) unauthorized access by
third parties to data or private information of any User; e) statements or
conduct of any User of the Sites or Services; or; f) any matters relating to the
Sites or Services, however arising, including negligence.
8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of
Alibaba.com, our employees, agents, affiliates, representatives or anyone acting
on our behalf with respect to each User for all claims arising from the access
to or use of the Sites or Services during any calendar year shall be limited to
the greater of (a) the amount of fees the User has paid to Alibaba.com in
exchange for the access to or use of the Site or Services during the calendar
year and (b) the maximum amount permitted under the applicable law. The
preceding sentence shall not preclude the requirement by the User to prove
actual damages. All claims arising from the use of the Sites or Services must be
filed within one (1) year from the date the cause of action arose or such longer
period as prescribed under the applicable law governing the Terms.
8.9 The limitations and exclusions of liability to you under the Terms shall
apply to the maximum extent permitted by law and shall apply whether or not
Alibaba.com has been advised of or should have been aware of the possibility of
any such losses arising.
9. FORCE MAJEURE
9.1 Alibaba.com shall not be liable for or required to pay compensation of any
nature whatsoever for any loss arising from the unavailability, inconvenience or
failures of the services or systems due to the following reasons: (i) system
shut-down for maintenance; (ii) inability to transmit data due to failures in
communications terminals or telecommunications equipment; (iii) systems failure
and inability to perform its functions) due to force majeure events including
but not limited to typhoons, earthquakes, tsunamis, floods, power failure,
fires, storms, war, political unrest, labour strikes, shortage of labor or
materials, riots, insurrections, civil disturbances, terrorist attack,
explosions, acts of God, governmental actions, orders of domestic or foreign
courts or tribunals, non-performance of third parties; or (iv) suspension or
delay of services or systems failure due to reasons beyond the reasonable
control of Alibaba.com such as hacker or cyber attacks, technical adjustments or
failure of the telecommunications department, website upgrades, third party
problems or any suspension or disruption of transportation or business operation
(including but not limited to delays or disruption of the resumption of work or
operation ordered by any government agency) in the event of a national or
regional spread of epidemic or pandemic.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Alibaba.com is the sole owner or lawful licensee of all the rights and
interests in the Sites and the Site Content. The Sites and Site Content embody
trade secrets and other intellectual property rights protected under worldwide
copyright and other laws. All title, ownership and intellectual property rights
in the Sites and Site Content shall remain with Alibaba.com, our affiliates or
licensors, as the case may be. All rights not otherwise claimed under the Terms
or by Alibaba.com are hereby reserved.
10.2 "ALIBABA", "ALIBABA.COM", “ALIEXPRESS” and related icons and logos are
registered trademarks or trademarks or service marks of Alibaba Group Holding
Limited; in the Relevant Jurisdictions, “ALIEXPRESS”, “АЛИЭКСПРЕСС” and related
icons and logos are registered trademarks or trademarks or service marks of
AliExpress Russia Holding Private Limited, and the “TMALL” trademark is licensed
to AliExpress Russia Holding Private Limited; and “GOLD SUPPLIER”, "TRUSTPASS"
and related icons and logos are registered trademarks or trademarks or service
marks of Alibaba.com Limited and its affiliates, in various jurisdictions and
are protected under applicable copyright, trademark and other proprietary rights
laws. The unauthorized copying, modification, use or publication of these marks
is strictly prohibited.
10.3 Alibaba.com may have independent third parties involved in the provision of
the Sites or Services (e.g., the authentication and verification service
providers). You may not use any trademark, service mark or logo of such
independent third parties without prior written approval from such parties.
10.4 To the largest extent permissible under applicable law, all rights, title
and interest to all derivative work created by Alibaba.com and/or its affiliates
using User Content pursuant to the Terms shall belong to Alibaba.com, which may
be freely assignable, licensable or grantable by Alibaba.com to any third party
or its affiliates.
11. NOTICES
11.1 All legal notices or demands to or upon Alibaba.com (other than AliExpress
Russia Holding Pte Ltd.) shall be made in writing and sent to Alibaba.com
personally, by courier or certified mail to the following entity and address:
Alibaba.com Hong Kong Limited/Alibaba.com Singapore E-Commerce Private
Limited/Hangzhou Alibaba Advertising Co. Ltd (as the case maybe), 26/F Tower
One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong, Attn: Legal
Department. All legal notices or demands to or upon AliExpress Russia Holding
Private Limited (relating to AliExpress Sites) shall be made in writing and sent
to Alibaba.com personally, by courier or certified mail to the following entity
and address: AliExpress Russia Holding Private Limited, 51 Bras Basah Road,
#04-08 Lazada One, Singapore 189554, Attn: Legal Department. The notices shall
be effective when they are received by Alibaba.com in any of the above-mentioned
manner.
11.2 All legal notices or demands to or upon a User shall be effective if either
delivered personally, sent by courier, certified mail, by facsimile or email to
the last-known correspondence, fax or email address provided by the User to
Alibaba.com, or by posting such notice or demand on an area of the Sites that is
publicly accessible without a charge. Notice to a User shall be deemed to be
received by such User if and when:
a) Alibaba.com is able to demonstrate that communication, whether in physical or
electronic form, has been sent to such User, or b) immediately upon Alibaba.com
posting such notice on an area of the Sites that is publicly accessible without
charge.
11.3 You agree that all agreements, notices, demands, disclosures and other
communications that Alibaba.com sends to you electronically will satisfy any
legal requirement that such communication should be in writing.
12. GENERAL PROVISIONS
12.1 Subject to any Additional Agreements, the Terms constitute the entire
agreement between you and Alibaba.com with respect to and govern your use of the
Sites and Services, superseding any prior written or oral agreements in relation
to the same subject matter herein.
12.2 Alibaba.com and you are independent contractors, and no agency,
partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by the Terms.
12.3 If any provision of the Terms is held to be invalid or unenforceable, such
provision shall be deleted and the remaining provisions shall remain valid and
be enforced.
12.4 Headings are for reference purposes only and in no way define, limit,
construe or describe the scope or extent of such clause.
12.5 Alibaba.com’s failure to enforce any right or failure to act with respect
to any breach by you under the Terms will not constitute a waiver of that right
nor a waiver of Alibaba.com’s right to act with respect to subsequent or similar
breaches.
12.6 Alibaba.com shall have the right to assign the Terms (including all of our
rights, titles, benefits, interests, and obligations and duties in the Terms to
any person or entity (including any affiliates of Alibaba.com). You may not
assign, in whole or part, the Terms to any person or entity.
12.7 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE PEOPLE’S REPUBLIC OF
CHINA (“PRC”) IF YOU CONTRACT WITH HANGZHOU ALIBABA ADVERTISING CO., LTD
ACCORDING TO PARAGRAPH 2.1, AND THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO
THE EXCLUSIVE JURISDICTION OF THE YUHANG BASIC PEOPLE’S COURT OF HANGZHOU, PRC.
IF YOUR CONTRACT IS WITH ALIBABA.COM HONG KONG LIMITED OR ALIBABA.COM SINGAPORE
E-COMMERCE PRIVATE LIMITED, THEN THIS AGREEMENT SHALL BE GOVERNED BY LAWS OF THE
HONG KONG SPECIAL ADMINISTRATIVE REGION ("HONG KONG") WITHOUT REGARD TO ITS
CONFLICT OF LAW PROVISIONS; AND THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO
THE EXCLUSIVE JURISDICTION OF THE HONG KONG COURTS, EXCEPT AS OTHERWISE
STIPULATED UNDER APPLICABLE LAW. IF YOUR CONTRACT IS WITH ALIEXPRESS RUSSIA
HOLDING PTE LTD., THIS AGREEMENT SHALL BE GOVERNED BY LAWS OF THE RUSSIAN
FEDERATION ("RUSSIA") WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS; AND THE
PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
COURTS OF RUSSIA, EXCEPT AS OTHERWISE STIPULATED UNDER APPLICABLE LAW.
12.8 If you have any comments on the Services we provide to you, you may contact
our customer service support line
(https://helppage.aliexpress.com/buyercenter/selectTopic.htmfor AliExpress or
https://service.alibaba.com/buyer?spm=a2700.8293689.0.0.643f65aasdVUJy&tracelog=footer_hp_buyerfor
Alibaba.com) with any such feedback or questions.
Part A: New version -updated on 29th of July 2022, effective as of 5th of
August 2022
1. Application and Acceptance of the Terms
2. Provision of Services
3. Users Generally
4. Member Accounts
5. Member’s Responsibilities
6. Breaches by Members
7. Transactions Between Buyers and Sellers
8. Limitation of Liability
9. Force Majeure
10. Intellectual Property Rights
11. Notices
12. General Provisions
Part B: Old version - effective as of April 30, 2021
1. Application and Acceptance of the Terms
2. Provision of Services
3. Users Generally
4. Member Accounts
5. Member's Responsibilities
6. Breaches by Members
7. Transactions Between Buyers and Sellers
8. Limitation of Liability
9. Force Majeure
10. Intellectual Property Rights
11. Notices
12. General Provisions
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