Alibaba.com Business+ Service Agreement

[Read Carefully] Before you click to agree to this Agreement in the process of applying for Alibaba.com Business+ Service (hereinafter referred to as "Business+ Service" or "Business+"), you should read this Agreement carefully. Please be sure to carefully read and fully understand each clause, especially clauses with regards to exemption or limitation of liability, applicable laws and dispute resolution. Should you have any question about the Agreement, please consult Alibaba.com customer service.

[Signing] When you follow the prompts on the Business+ Service activation page to read and agree to this Agreement and complete all the activation procedures, it means that you have fully read, understood and accepted the entire content of this Agreement, and reached the Agreement with Alibaba.com to become a Business+ member. In the process of reading this Agreement, if you do not agree with this Agreement or any of its terms, you should immediately stop the activation process. [Scope] This Agreement is jointly signed by you and Alibaba.com, as a supplement to Alibaba.com Membership Terms and Conditions and Alibaba.com’s Terms of Use, together constituting a unified whole with applicable platform rules of Alibaba.com. The content of this Agreement includes the text of the Agreement and all the various service terms and rules applicable to Business+ Service that Alibaba.com has announced; in the future, Alibaba.com will continue to enrich and put into effect relevant service terms and rules based on this Agreement. All terms and rules are an inseparable part of the Agreement and have the same legal effect as the Agreement.

1. Contracting Parties This Agreement is intended for legal entities (hereinafter referred to as "buyers" or "you") that access to Alibaba.com (the domain name is Alibaba.com) to active Business+ Service and to enjoy benefits and interests of Business+ Service by signing this Agreement and related agreements with Alibaba.com Singapore E-Commerce Private Limited (hereinafter referred to as "Alibaba.com").

 

2. Definition 2.1 Business+ members: refers to members who have good transaction and user records on Alibaba.com and have joined Alibaba.com Membership ( Alibaba.com Membership is a membership program developed for buyers, aiming to enhance Members' experience in Alibaba.com through membership benefits, members are entitled to enjoy the benefits and interests corresponding to their membership levels), and who obtain special benefits and interests of services after signing this Agreement and paying the corresponding fees according to the charging standards displayed in the activation process of Business+ Service. 2.2 Business+ Service: refers to the special benefit and service provided by Alibaba.com to Business+ members via technology of the platform.

2.3 Business+ Service benefits: refers to the special benefits and service enjoyed by users under the Business+ Service based on their Business+ qualifications. The specific benefits and interests will be updated from time to time in the form of rules and agreements. Please click here to follow. With the development of Business+, subsequent benefits and interests will be upgraded and iterated, and the details are subject to the benefits and interests displayed on the aforementioned page.

 

3. Activation of Business+ Service 3.1 Business+ Service is for existing members of the Alibaba.com, and you can apply for activation in the Alibaba.com app. Before you successfully activate, the choice between you and Alibaba.com is two-way, which means you have the right to choose whether to activate, and Alibaba.com also has the right to choose whether to accept or reject your activation application. 3.2 You should ensure that you abide by the corresponding rules of the platform during the activation and use of the Business+ Service, and ensure that you have the actual ability to sign and perform the benefits and obligations under this Agreement. 3.3 When you apply for the Business+ Service, it is deemed to be completed after you have successfully paid the corresponding Business+ Service fee according to the prompt on the page; once the Business+ Service is activated, Alibaba.com will not refund any fees except for circumstances as stipulated in Section 5.3 of this Agreement. Based on benefits adjustments, market and business development, Alibaba.com may adjust the Service fees required for activating the Business+ Service and Business+ Service benefits, or provide you with value-added services related to the Business+ Service benefits, and may charge for value-added services. The Service fee adjustment will take effect from the date of announcement, and the Business+ Service that you have activated before the effective date will not be affected; if you need to renew the subscription after the Business+ Service expires, you must pay according to the fee standard that has taken effect after the adjustment. Alibaba.com will notify you of the specific standards in an appropriate manner before the value-added services start to charge, and you have the right to choose to refuse such value-added items.

3.4 Alibaba.com may use the contact information you provide to contact you by email, text message, in-site message and/or phone call to i) inform you of your account status; ii) troubleshoot problems of your account; iii) resolve disputes; or iv) provide your account with services related to matters agreed under this Agreement.

 

4. Use of Business+ Service 4.1 The validity period of Business+ Service is one year, counted from the activation date of the Service, and valid until 23:59:59 on the 364th day.

4.2 When you activate Business+ Service, you have the opportunity to obtain some or all of the following types of benefits: (1) Monetary benefits, meaning getting coupons, which can be used to deduct the amount of purchased goods;

(2) Service benefits, meaning enjoying differentiated Business+ Service.

4.3 To improve user experience, perfect Service, and ensure that Business+ Service is consistent with the business demands of Services provided by Alibaba.com, at times Alibaba.com will update and modify Business+ and/or its related Services, benefits, functions, interfaces, etc., including developing new functions/benefits, deleting old functions/benefits, etc. You can continue to use the corresponding benefits, functions or Services and apply the relevant provisions of this Agreement, according to the actual situation of the altered Business+ Service

4.4 You can only use Business+ Service and Service benefits for yourself. The specific use needs to be carried out through the buyer account you have opened for the Business+ Service. The account that activates and obtains the Business+ Service is an important identification for you to enjoy the corresponding Services and benefits. The user’s name, password and biometrics (if any) are all set and kept by you.

4.5 The Alibaba.com buyer account is closely linked to your Business+ Service benefits and qualifications. Handing it over to others may cause adverse effects on your use of benefits. Therefore, please do not to give your account to others to use; from a fair and reasonable point of view, you should know that all operations implemented through your account on Alibaba.com are regarded as your own behavior by default, and any consequences arising therefrom shall be borne by you and the actual user.

4.6 [Improper Use of Business+ Service] You ensure that you will use Business+ Service reasonably, will not use Business+ Service to make improper or illegal profits, and will not transfer the Business+ Service or benefits you enjoy in any form, and will not in any way lend Business+ Service or benefits to others. If Alibaba.com has reasonable grounds to suspect that you have used the Business+ Service inappropriately, Alibaba.com will have the right to cancel your Business+ Service qualification, invalidate the Business+ benefits and interests, and you should not ask Alibaba.com to refund the Business+ Service fee you paid, and Alibaba.com has the right to reject your subsequent application for reactivating. You are responsible for your improper use of Business+ Service and the consequences (including losses). If you cause losses to Alibaba.com, Alibaba.com has the right to claim compensation from you. 4.7 [Breach of Good Faith] You guarantee that you shall abide by the principle of good faith (including but not limited to non-authentic transactions, etc.) in the process of obtaining and using Business+ Service. If Alibaba.com reasonably suspects that you are in any of the following circumstances, you may face the rejection of the application for activating the Business+ Service, the termination or suspension of the activated Business+ Service, the full/partial cancellation or suspension of the binding or acquired Business+ Service benefits, and you should not ask for a refund of the paid Business+ Service fee (If any):

(1) Activating the Business+ Service via any improper means or in a way that violates the principle of good faith, such as maliciously bypassing the normal process to activate the Service;

(2) Using Business+ user identity and benefits to obtain improper benefits from Alibaba.com, Alibaba.com’s sellers or other buyers;

(3) Other acts that violate the principle of good faith.

4.8 You understand and agree that, to ensure that you can fully enjoy the Business+ Service and prevent you from missing premium membership benefits, Alibaba.com may provide you with information about membership benefits through messages, notifications, text messages, etc.

 

5. Termination of Alibaba.com Business+ Service

5.1 You should understand that after you activate the Alibaba.com Business+ Service according to the procedures in Section 3.3 of this Agreement, if you file a repudiation with the bank, Alibaba.com will stop providing the Business + Service from the date of you filing the repudiation. The corresponding Business+ benefits will be temporarily invalid, and the unused Business+ benefits you have received during the previous Service period will also be temporarily invalid.

5.2 You should understand that the Alibaba.com Business+ Service has an expiration date. If you do not renew or reactivate the Business+ Service after the expiration date, Alibaba.com will terminate the Business+ Service, and its corresponding Business+ benefits will become invalid. At the same time, your unused Business+ benefits received during the previous Service period will also be invalid. 5.3 You should understand that using the Business+ Service in accordance with this Agreement and related rules, respecting the restrictions on the use of the Business+ Service, and performing obligations in accordance with this Agreement are the prerequisites for your use of the Business+ Service. If you violate the relevant provisions of this Agreement or relevant rules of Alibaba.com, Alibaba.com will suspend or terminate this Agreement depending on your actual breach of contract.

5.4 You understand and confirm that the paid membership Service fee you pay represents the overall cost and effort paid by Alibaba.com behind your activation and use of the Service, and cannot be split based on benefits or validity period. Once the Business+ Service is activated, no fee will be refunded, except for the following circumstances:

5.4.1 If you voluntarily cancel the Service and give up the Service benefits within 30 days after you activate the Business+ Service, and you have not used any monetary benefits, Alibaba.com will refund all the Service fees you paid;

5.4.2 If you voluntarily cancel the Service and give up the Service benefits within 30 days after activating the Business+ Service, but have used part or all of the monetary benefits, Alibaba.com will refund the remaining Service fees you paid after deducting the amount corresponding to the monetary benefits.

5.4.3 If you renew the next period of Business+ Service in advance before the expiration date of the current Business+ Service, you can apply to Alibaba.com for refund for the next period of Service fees at any time between completion of your renewal and next Service cycle taking effect.

5.5 If the Business+ Service is suspended or terminated due to the following circumstances, you should not ask for a refund of part or all of the Business+ Service fee:

(1) If your account cannot be logged into Alibaba.com normally due to your own reasons; (2) Alibaba.com terminates your qualification  of Business+ Service in accordance with this Agreement, Alibaba.com Membership Terms and Conditions, Terms of Use and other applicable rules on Alibaba.com.

5.6 Termination of this Agreement does not affect the rights and obligations of you and Alibaba.com arising from this Agreement prior to termination. If Alibaba.com suffers from third-party claims or administrative penalties due to you, you shall indemnify Alibaba.com for any losses and/or expenses incurred as a result, including reasonable attorney's fees and costs of investigation and evidence collection. If Alibaba.com suffers any damage to its goodwill due to your personal behavior, Alibaba.com has the right to request you to make a statement in the public media to eliminate the influence.

 

6. No Warranty and Limitation of Liability 6.1 You understand that Alibaba.com will do its best to ensure that the Service, the technology and the information involved are safe, effective, accurate and reliable, but limited by existing technology and Alibaba.com's ability of providing Service. You understand that Alibaba.com cannot be held responsible for any direct or indirect losses resulted with contract performance obstacles, defects, delays or content changes caused by the following circumstances:

(1) due to natural disasters, strikes, riots, war, terrorist attack, government action, judicial administrative orders and other force majeure factors;

(2) due to technical adjustments or failures of the telecommunications sector, communication network failures and other public Service factors;

(3) the software, system, hardware and communication lines of the user's own equipment malfunctions, or the user uses the Service in a way not agreed under this Agreement;

(4) Alibaba.com has been managed in good faith, but emergency equipment/system failure/maintenance, network information and data security, etc. occur.

6.2 When Business+ benefits cannot be used due to force majeure, after you provide valid evidence, Alibaba.com may (but is not obliged to) give you appropriate compensation by taking measures such as reasonably extending the Business+ Service period.

6.3 If the Business+ Service is interrupted abnormally or the Service is unavailable because of Alibaba.com, the maximum compensation you may receive shall not exceed the current Business+ Service fee actually charged by Alibaba.com under this Agreement.

 

7. General 7.1 Alibaba.com may modify this Agreement from time to time according to changes in national laws and regulations and the need to maintain Service order and protect user benefits and interests. The revised Agreement (hereinafter referred to as "Changes") will be notified to you through statutory or agreed procedures and will take effect according to the law. 7.2 Alibaba.com's failure to insist or force you to strictly abide by this Agreement does not constitute a waiver of any benefits.

7.3 The validity, interpretation, modification, execution and dispute resolution of this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region of the People 's Republic of China.

7.4 Unless otherwise agreed by the both parties, you agree that Alibaba.com has the right to transfer some or all of the benefits and obligations under this Agreement due to business needs, and take reasonable measures to go through legal procedures in advance or effective ways as stipulated in this Agreement to notify you.

7.5 Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall first be resolved through friendly negotiation between the parties. If no settlement is reached within thirty days from the date on which either party notifies the other party of its intention to submit a dispute, controversy or claim, such dispute, controversy or claim shall be settled and resolved by arbitration under the Hong Kong International Arbitration Center Institutional Arbitration Rules, as amended by the remainder of these terms. The arbitration institution is Hong Kong International Arbitration Center and the place of arbitration is in Hong Kong. The language of the arbitration shall be English. The arbitral tribunal shall consist of three arbitrators. Each party shall elect an arbitrator. The third arbitrator and the presiding arbitrator shall be selected by the Hong Kong International Arbitration Commission. The arbitration award shall be final and binding on the parties.