AliExpress Business Program User Agreement
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.
(LAST UPDATED: February 1, 2024)
This AliExpress Business Program User Agreement (the “Agreement”) together with the Relevant Rules (as defined below) contains the terms and conditions that govern your participation in the AliExpress Business Program (the “Program”).
“AliExpress” or “our” means Alibaba.com Singapore E-Commerce Private Limited (“AliExpress”), a company incorporated under the laws of Singapore and having its registered address at 51 Bras Basah Road, #01-21 Lazada One, Singapore and its affiliates. “You”, “your” or “Participant” means the applicant for the Program. Each of AliExpress and Participant is referred to as a “Party” and collectively as “Parties”.
By checking the box to agree this Agreement, you agree to be bound by the terms and conditions of this Agreement. You acknowledge and agree that you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; and hereby represent and warrant that you are lawfully able to enter into contracts, that you have reached the age of majority at your place of origin and residence, and that you are and will remain in compliance with this Agreement. You agree to abide by the terms and conditions set forth in this Agreement and all Relevant Rules when participating in the Program.
1.
DEFINITIONS
1.1.
“AliExpress Platform” means 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” and sub-domains, and the mobile applications of the AliExpress e-commerce platforms.
1.2.
“End Consumer” means the end consumer who contracts with Participant to purchase the merchandise that Participant source from Sellers.
1.3.
“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
1.4.
“Participant”: including “Drop Shipper”, “Influencer” or “Wholesaler”, meaning a physical person or entity who retails merchandise sourced from AliExpress Platform and participates in the Program to access the technical services provided by AliExpress via AliExpress Business Center for his or her retail business according to this Agreement.
1.5.
“AliExpress Business” means the website of the Program currently accessible for Participants at: inbusiness.aliexpress.com (PC and/or application versions), or such other websites as may be designated by AliExpress from time to time.
1.6.
“Relevant Rules” shall have the meaning given to it in Clause 2.1 of this Agreement;
1.7.
“Seller” means a registered seller on Aliexpress.com.
1.8.
“Site(s)” meanswebsites, mobile sites, mobile applications and other portals owned, operated, branded or made available by AliExpress.com from time to time which relate to 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”and their sub-domains, and the mobile applications of the AliExpress e-commerce platforms.
1.9.
“Third Party” means any third party other than AliExpress and Participant.
1.10.
“You” and “your” means the successfully registered AliExpress.com user to participate in the Program, or an agency successfully registered with AliExpress.com to participate in the Program.
2.
APPLICATION& ACCEPTANCE OF TERMS
2.1.
This Agreement, together with the following rules (the “Relevant Rules”), constitutes the entire agreement between you and AliExpress relating to the use of and activities relating to the AliExpress Business or the services provided under the agreement:
2.1.1.
AliExpress.com Free Membership Agreement(https://terms.alicdn.com/legal-agreement/terms/suit_bu1_aliexpress/suit_bu1_aliexpress202204182115_37406.html)
2.1.2.
AliExpress.com Terms of Use(https://terms.alicdn.com/legal-agreement/terms/suit_bu1_aliexpress/suit_bu1_aliexpress202204182115_66077.html);
2.1.3.
Transaction Services Agreement and Alibaba.com Supplemental Services Agreement (https://rulechannel.alibaba.com/icbu?type=detail&ruleId=2054&cId=1304#/rule/detail?cId=1304&ruleId=2054;https://rulechannel.alibaba.com/icbu?type=detail&ruleId=3180&cId=1305#/rule/detail?ruleId=3180&cId=1305);
2.1.4.
Any and all rules, policies, and terms and conditions as published and amended by AliExpress and posted on the AliExpress Business from time to time.
2.2.
The Relevant Rules shall be an integral part of this Agreement and shall have the same force and effect as this Agreement. In the event of any inconsistencies between this Agreement and the Relevant Rules, it shall always prevail in the following order of priority: firstly, this Agreement, secondly Relevant Rules.
2.3.
AliExpress shall have the right, in its sole discretion, to amend and restate any Relevant Rules from time to time (the “Amended and Restated Relevant Rules”) without notification to You. All Amended and Restated Relevant Rules shall become effective as of the date designated in the announcement, on the AliExpress Business. Your logging-in to the AliExpress Business and/or continuance of the participation in the Program after the publication of the Amended and Restated Relevant Rules shall be deemed as consent on the part of Participant to accept and be bound by the Amended and Restated Relevant Rules.
3.
ENROLLMENT
3.1.
Your participation in the Program is subject to your successful registration of AliExpress account in accordance with the Relevant Rules and approval of application you submitted to the AliExpress Business about your information.
3.2.
AliExpress reserves the right to suspend or terminate the services under this Agreement, if AliExpress discovers, in its sole and absolute discretion and without prejudice to other rights which AliExpress may have under the Relevant Rules, that Participant is not in compliance with the requirements under clause 5, 6, 7, 8 of this Agreement during his or her use of the AliExpress Business, or Participant is unsuitable for participation in the Program.
4.
THE PROGRAM
4.1.
The Program is intended to provide Participant with electronic web-based technical services on the Participant’s retail. For this purpose, the Program allows Participant to browse merchandise selected by AliExpress Business system, make quick orders with approved third party software, and/or enjoy other functions that facilitate sourcing merchandise from AliExpress launched and upgraded by AliExpress from time to time (the “Services”).
4.2.
AliExpress reserves the right to limit certain features and functions of the AliExpress Business to its users. Despite the provision of the AliExpress Business, it is hereby acknowledged and confirmed by you that AliExpress Business does not represent the Seller in specific transactions whether or not such transactions are made on or via the AliExpress Business. AliExpress does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the merchandise of Sellers or services offered for sale on AliExpress Platform (e.g., logistics services) or the ability of the Sellers to complete a sale.
4.3.
AliExpress may, according to AliExpress applicable terms and conditions at any time and for any reason, remove any product or service on AliExpress Platform from the Services without notice to you.
4.4.
AliExpress may disqualify any Participant from the Program, if his/her use of the AliExpress Business is deemed not for retail purpose by AliExpress, in its sole discretion.
4.5.
AliExpress reserves the right to charge for your access and use of the AliExpress Business or any feature or functionality of the AliExpress Business in its sole discretion with a 30 days prior notice.
5.
RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES
5.1.
You agree that you shall be responsible for all activities under your account with AliExpress and for loss, theft or unauthorized disclosure of your account details, including but not limited to, your account login name and password. You must provide immediate notification to AliExpress of any known or suspected unauthorized use of your account or breach of the security of your account.
5.2.
You agree that you shall comply strictly with all applicable rules of AliExpress Platform and shall not misuse and/or abuse AliExpress Buyer Protection guarantee, which includes but not limited to:
5.2.1.
misuse and/or abuse of Participant’s right to return products and/or get his or her refund;
5.2.2.
misuse and/or abuse of Participant’s right to open dispute or escalate dispute, including, without limitation, to open a large number of disputes for your non-completed orders without written proof of defects for each dispute matter; and
5.2.3.
provision of false information or forged evidence in order to exercise buyer’s rights under AliExpress Buyer Protection guarantee.
Your misuse and/or abuse of AliExpress Buyer Protection guarantee will entitle AliExpress to (i) withhold your application for product return and/or refund at its reasonable discretion, and/or (ii) limit certain features and functions of your account; (iii) claim from you the loss suffered by AliExpress or relevant Sellers.
5.3.
You undertake that you shall exercise your right to open dispute to return products and/or get a refund in a reasonable manner according to the actual situation of the products you and/or End Consumers receive and the logistics. AliExpress would support dispute resolution according to relevant rules or policies of the platform.
5.4.
You agree that all documents and evidence you produce to open dispute to get a refund and/or return products shall be prepared and submitted according to the rules, policies and requirements published by AliExpress from time to time. You shall not use documents and evidence from other buyers or from other orders or commit any other fraud for getting a refund. Failure to comply with this clause may result in (i) AliExpress’s decision made disfavoring you; (ii) certain features and functions of your account being limited; and/or (iii) your account being closed by AliExpress.
5.5.
You agree that you shall not give maliciously negative or false evaluation to or commit other malicious acts against Sellers.
5.6.
You shall not use any information or data of any person (including but not limited to telephone number, ID, address, etc.) for placing an order and/or other purposes without that person’s prior written consent.
5.7.
In AliExpress’s sole discretion, your account may be suspended or terminated if you, or anyone on your behalf, contacts or attempts to contact a Seller using a tool that’s not provided by AliExpress Platform and/or in other ways attempts to establish a direct relationship with a Seller outside of the AliExpress Business, the Services or Program.
5.8.
Upon request of AliExpress when judging a dispute opened by you, you shall provide full and authentic information, document, delivery order, tracking and/or payment record of the order, or other proof to support your dispute to AliExpress.
5.9.
You hereby represent and warrant that:
5.9.1.
you have the authority and capacity to enter into this Agreement and you are not subject to any restrictive covenant or other legal obligation which prohibits it from performing your obligations hereunder.
5.9.2.
you have ownership or full authorization/consent from your End Consumers to share all personal data with AliExpress and Sellers for making orders of corresponding merchandise.
5.9.3.
you will at all times comply with all applicable laws and regulations and will maintain any accounts, permits, licenses and approvals required to perform your obligations hereunder.
6.
INTELLECTUAL PROPERTY
6.1.
Participant is not allowed to use, apply for registration, or register such items identical with or similar to any trademarks, registered or unregistered, trade names, logos and domain names of Alibaba.com, AliExpress.com, tmall.com, taobao.com, kol.alibaba.com or of their affiliates.
6.2.
Participant shall not copy or modify any icons, buttons, banners, graphics files, or content that was made available on AliExpress Business,Sellers’ stores or any domains of AliExpress unless otherwise agreed by AliExpress or Sellers in writing.
6.3.
Except as expressly agreed to in writing by AliExpress, nothing in this Agreement will be deemed to grant or assign to the Participant or any third party of AliExpress, any ownership rights, license rights, or interests of any kind in AliExpress’s products, services or technology or in AliExpress’s Intellectual Property Rights or proprietary rights.
6.4.
In case if you, in sole discretion of AliExpress, infringe Intellectual Property Rights of Sellers or AliExpress, you shall cease infringement immediately upon receipt of the notice of AliExpress and remove infringing materials from your site. AliExpress is also entitled to limit or terminate your access to AliExpress Business or AliExpress and/or freeze your balance.
7.
PRIVACY
7.1.
During your participation in the Program we will collect and process your personal information. Your successful participation in the Program will grant you a “Wholesale”, “Dropshipper” or “Influencer” identity in AliExpress, and your identity may be disclosed to the Sellers with a “Wholesale”, “Dropshipper” or “influencer” label.
7.2.
YOU CONFIRM THAT YOU HAVE READ AND UNDERSTOOD ALIEXPRESS.COMPRIVACY POLICYWHICH GOVERN THE PROTECTION AND USE OF PERSONAL INFORMATION ABOUT YOU IN THE POSSESSION OF US AND OUR AFFILIATES, AND UNDERSTOOD HOW WE COLLECT AND USE YOUR PERSONAL DATA AND HOW WE SHARE OR DISCLOSE SUCH PERSONAL DATA TO VARIOUS RECIPIENTS.
8.
CONFIDENTIALITY
8.1.
“Confidential Information” means business or technical information disclosed by the AliExpress Business to you that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; and (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary.
8.2.
You will not use the AliExpress Business’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its officers, directors, employees and agents that need to know such Confidential Information for the performance of this Agreement. The foregoing obligations will not restrict you from disclosing the AliExpress Business ’s Confidential Information, if pursuant to the order or request of a court, administrative agency, or other governmental body, provided that you required to make such a disclosure gives reasonable written notice to the AliExpress Business to enable it to contest such order or request.
9.
FURTHER REPRESENTATIONS& WARRANTIES
9.1.
Participant agrees to be solely responsible for all content and method of display on your sites and ensure that the content/information on the site is at all times:
9.1.1.
in compliance with the terms of this Agreement, including the Relevant Rules;
9.1.2.
in compliance with any applicable laws and regulations, including but not limited to laws and regulations that governing the sending of unsolicited electronic commercial messages;
9.1.3.
not infringing any legitimate rights, including but not limited to Intellectual Property Rights of any third party.
9.2.
In particular, Participant represents, warrants and agrees for the benefit of AliExpress and its affiliates and parent companies and each of their directors, officers, employees, agents and representatives that: (i) he or she shall be solely responsible for obtaining all necessary third party licenses and permissions regarding sale of merchandise sourced from AliExpress; (ii) he or she shall not be the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
9.3.
Participant further represents, warrants and agrees that any data, information, documents and/or proof that you submit to AliExpress, in particular to AliExpress Business:
9.3.1.
be true, accurate, complete and lawful;
9.3.2.
not be false, misleading or deceptive;
9.3.3.
not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
9.3.4.
not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
9.3.5.
not violate any applicable laws and regulations or promote any activities which may violate any applicable laws and regulations;
9.3.6.
not contain any link directly or indirectly to any other websites which includes any content that may violate these terms and conditions.
9.4.
AliExpress shall not be liable for any matters that arise out of any Participant’s breach of Clauses 5, 6, 7 and 8 hereof and shall be entitled to seek indemnification from the defaulting Participant in accordance with Clause 9 of this Agreement.
10.
Limitation of Liability
10.1.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY ALIEXPRESS UNDER THIS AGREEMENT ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS AVAILABLE" AND“WITH ALL FAULTS”, AND ALIEXPRESS 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.
10.2.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALIEXPRESS 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; ALIEXPRESS 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 ALIEXPRESS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.
10.3.
Any material downloaded or otherwise obtained through the Sites or Services is done at each Participant's sole discretion and risk and each Participant is solely responsible for any damage to its own or to AliExpress’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 AliExpress or through or from the Sites shall create any warranty not expressly stated herein.
10.4.
The Sites may make available to Participant 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 AliExpress or our affiliates be held liable for any such services or products.
10.5.
EACH PARTICIPANT HEREBY AGREES TO INDEMNIFY AND HOLD ALIEXPRESS, 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 PARTICIPANT 'S ACCESS TO OR USE OF THE SITES OR SERVICES (INCLUDING BUT NOT LIMITED TO THE SUBMISSION, POSTING OR DISPLAY OF SUCH PARTICIPANT 'S INFORMATION AND PARTICIPANT CONTENT ON THE SITES, ALIEXPRESS 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 AGREEMENT. EACH PARTICIPANT HEREBY FURTHER AGREES TO INDEMNIFY AND HOLD ALIEXPRESS, 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 PARTICIPANT 'S BREACH OF ANY REPRESENTATIONS AND WARRANTIES MADE BY PARTICIPANT TO ALIEXPRESS, INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN CLAUSE 5 AND CLAUSE 9 HEREUNDER.
10.6.
EACH USER HEREBY FURTHER AGREES TO INDEMNIFY AND SAVE ALIEXPRESS AND/OR ITS 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 PARTICIPANT CONTENT, INFORMATION AND/OR PRODUCTS OFFERED OR DISPLAYED ON THE SITES. EACH PARTICIPANT HEREBY FURTHER AGREES THAT ALIEXPRESS 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. ALIEXPRESS RESERVES THE RIGHT TO SELECT DEFENSE COUNSEL AND CONTROL THE DEFENSE AND RESOLUTION OF ANY SUCH MATTER IN ITS DISCRETION.
10.7.
ALIEXPRESS 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:
10.7.1.
THE USE OR THE INABILITY TO USE THE SITES OR SERVICES;
10.7.2.
ANY DEFECT IN GOODS, SAMPLES, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED FROM A PARTICIPANT OR ANY OTHER THIRD PARTY THROUGH THE SITES OR SERVICES;
10.7.3.
VIOLATION OF THIRD PARTY RIGHTS OR CLAIMS OR DEMANDS THAT PARTICIPANT OR THIRD PARTY'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;
10.7.4.
UNAUTHORIZED ACCESS BY THIRD PARTIES TO DATA OR PRIVATE INFORMATION OF ANY PARTICIPANT;
10.7.5.
STATEMENTS OR CONDUCT OF ANY PARTICIPANT OF THE SITES OR SERVICES; OR
10.7.6.
ANY MATTERS RELATING TO THE SITES OR SERVICES, HOWEVER ARISING, INCLUDING NEGLIGENCE.
10.8.
AliExpress 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 AliExpress.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.
10.9.
NOTWITHSTANDING ANY OF THE FOREGOING PROVISIONS, THE AGGREGATE LIABILITY OF ALIEXPRESS, 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 PARTICIPANT HAS PAID TO ALIEXPRESS 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 PARTICIPANT 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 AGREEMENT.
10.10.
The limitations and exclusions of liability to you under the Agreement shall apply to the maximum extent permitted by law and shall apply whether or not AliExpress has been advised of or should have been aware of the possibility of any such losses arising.
11.
GENERAL
11.1.
Assignment. You shall not assign or transfer this Agreement or any rights and obligations hereunder, whether in whole or in part.
11.2.
Independent Parties. The relationship between AliExpress and you hereunder is that of independent contracting parties. Nothing in this Agreement shall constitute or be deemed to constitute a relationship of joint venture, partnership, franchise or similar arrangement between Participant and AliExpress or any Seller.
11.3.
GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF HONG KONG, WITHOUT REGARD TO OR APPLICATION OF CONFLICTS OF LAW RULES OR PRINCIPLES.
11.4.
Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, or your use of AliExpress Business, the relevant parties shall resolve the dispute through amicable negotiations.
11.5.
DISPUTE BETWEEN PARTICIPANT AND SELLER. IN CASE A DISPUTE ARISES BETWEEN A PARTICIPANT AND SELLER FROM OR IN CONNECTION WITH A TRANSACTION ON ALIEXPRESS PLATFORM, AND IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE 60 CALENDAR DAYS, YOU AGREE TO SUBMIT THE DISPUTE TO ALIEXPRESS FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH ALIEXPRSS’S DETERMINATION, YOU MUST APPLY TO THE HONG KONG ARBITRATION CENTRE (“HKIAC”) FOR ARBITRATION AND NOTIFY ALIEXPRESS OF SUCH APPLICATION WITHIN 30 CALENDAR DAYS AFTER ALIEXPRESS’S DETERMINATION. FURTHER, EACH PARTICIPANT SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST ALIEXPRESS AND OUR AFFILIATES AND AGENTS.
11.6.
OTHER DISPUTES. IN CASE A DISPUTE ARISES BETWEEN YOU AND ALIEXPRESS IN ANY OTHER CIRCUMSTANCES, IF THE DISPUTE IS NOT RESOLVED BETWEEN YOU AND ALIEXPRESS, YOU AND ALIEXPRESS AGREE TO SUBMIT THE DISPUTE TO THE EXCLUSIVE JURISDICTION OF THE HONG KONG COURTS.
11.7.
ENTIRE AGREEMENT. This agreement, together with the Relevant Rules and any schedule, is the complete and exclusive agreement between you and AliExpress with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter save for fraudulent misrepresentations.