AliExpress Affiliate Program Service Agreement

New version effective as of March31,2022

This AliExpress Affiliate Program Service Agreement (the “Agreement”) contains the terms and conditions that govern your participation in the AliExpress Affiliate Program (the “Program”). “AliExpress” or “our” means Alibaba.com Singapore E-Commerce Private Limited (“AliExpress Global”), a company incorporated under the laws of Singapore and having its registered address at 51 Bras Basah Road, #04-08 Lazada One, Singapore and AliExpress Russia Holding Pte. Ltd (“AliExpress Russia”), a company incorporated under the laws of Singapore and having its registered address at 51 Bras Basah Road, #04-08 Lazada One, Singapore . “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 or clicking the “Accept and Continue” button (as applicable), 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 (e.g. you are not a minor) and that you are and will remain in compliance with this Agreement. In addition, if this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.

1.         DEFINITIONS

1.1     “Action” shall have the following meaning depending on the “Cost per Action” Model prescribed in the relevant Insertion Order:

(a)    on a Cost per Sales model: Qualifying Purchase;

(b)    on a Cost per Click model: each click on the Participant's advertisement of AliExpress Content, which redirects the viewer to AliExpress Site.;

(c)    on a Cost per Installation model: each successful initial download, opening and installation of the AliExpress's mobile application via the Participant's advertisement of AliExpress Content.;

(d)    on a Cost per Activation model: each successful initial download, opening and installation of the AliExpress's mobile application via the Participant's advertisement of AliExpress Content;

(e)    on a Cost per Impression model: each time the Participant's advertisement of AliExpress Content is displayed on a third-party platform designated by AliExpress Global.

(f)     on a Cost per Time model: each relevant time period (e.g., day, hour, minute, second) the Participant's advertisement of AliExpress Content is displayed on a third party platform designated by AliExpress Global;

(g)    on other model: to be defined in an Insertion Order.

1.2     “AliExpress Content” means text, artworks, graphics, logos, and copies of AliExpress Products/Services that are made available by AliExpress to Participant through the Participant’s account at the AliExpress Portals or through authorized use of designated APIs of AliExpress Portals for advertisements on websites or other media controlled by Participant. AliExpress Content excludes any data, images, text, or other information or content relating to products or services offered by any website other than the AliExpress Site.

1.3     “AliExpress Portal” means the website with the URL: https://portals.aliexpress.com where Participant must enroll and use for performing the advertising services under this Agreement.

1.4     “AliExpress Product(s)/Service(s)” means any item(s) that is/are offered for sale by sellers on the AliExpress Site.

1.5     “AliExpress Site” means the website with the URL: https://www.aliexpress.com.

1.6     “Buyer” means a registered user of AliExpress Site who will make or has made a purchase of AliExpress Products/Service on the AliExpress Site.

1.7     “Fraud” means any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions.

1.8     “Insertion Order” means a service order form entered into by and between AliExpress and Participant that sets forth the specific pricing and other terms and conditions of the advertising services provided by Participant pursuant to this Agreement.

1.9     “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.

1.10  “Network” means a Participant who controls a number and variety of websites, newsletters, or other third party online/offline media whereby the AliExpress Products/Services can be placed.

1.11  “Participant Site/Media” means the website or other online media controlled by Participant whereby Participant has the right to place advertisements of AliExpress Content pursuant to the Program.

1.12  “Publisher” means an individual or entity that controls a website (including its pop-up links, SEM links, SEO links, email links and other traffic sources on the website) whereby the AliExpress Products/Services can be advertised through the placing of AliExpress Content on the website.

1.13  “Partner-created Content” shall mean text, artworks, graphics, logos, and copies and/or any other content created by Participant which may or may not contain a link to a landing page of AliExpress website and/or AliExpress Content and shall thereafter be hosted and/or made available by Participant to visitors for performance of Services.

1.14  “Qualifying Purchase(s)” means purchases completed by Buyer on the AliExpress Site via Participants advertisement of AliExpress Content. A purchase shall only be deemed to be “completed” by a Buyer if the Buyer has taken the requisite steps required by the AliExpress Site for acknowledging transaction completion. For the avoidance of doubt, transactions on the AliExpress Site that are refunded by Buyer shall not be deemed as a Qualifying Purchase.

1.15  “Relevant Jurisdictions” shall mean Russia, Azerbaijan, Armenia, Belarus, Georgia, Kazakhstan, Kyrgyzstan, Moldova, Turkmenistan, Tajikistan and Uzbekistan.

1.16  “Seller” means a registered user of AliExpress Site who offers AliExpress Products/Services for sale.

1.17  “Services” means the advertisement and/or promotion of AliExpress Content, including hosting, publishing, displaying, distributing and disseminating AliExpress Content, and/or the production, hosting, publishing, distributing and disseminating Partner-created Content for the purpose of driving the traffic for Seller(s).

1.18  “Server to Server Post-back” means the AliExpress’s recording of the data of the Buyer’s action on its own server and the subsequent reporting of the data to Network by utilizing a URL provided by Network, which contains a code to track the number of Buyer who arrives at AliExpress Site and the corresponding action of the Buyer. Whenever a qualified action of the Buyer happens on the AliExpress Site, AliExpress will generate a server request to Network and Network will record the data accordingly.

1.19  “Third Party Content” shall mean text, artworks, graphics, logos, and copies and/or other content which are provided and licensed by sellers on AliExpress Site for Participants to publish through its Network for attracting traffic and shall be thereafter made available on AliExpress Portals. For clarity, all content of AliExpress Products/Services (excluding any content prohibited by AliExpress, legal or regulatory authorities from time to time according to Relevant Rules, applicable laws or regulations, including any content related to any Apple Products) are Third Party Content.

2.         SCOPE OF AGREEMENT

2.1     This Agreement, together with the following rules (the “Relevant Rules”), constitutes the entire agreement between the Parties:

          (a)    Insertion Order;

          (b)    Alibaba.com Free Membership Agreement;

          (c)    AliExpress Affiliate Program Advertising Rules and Policies; and

          (d)    Any and all rules, policies, and terms and conditions as published and amended by AliExpress on the AliExpress Portal 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.

2.3     Participant agrees to abide by the terms and conditions set forth in this Agreement and all Relevant Rules when participating in the Program.

2.4     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 Participant. All Amended and Restated Relevant Rules shall become effective immediately upon its publication on the AliExpress Portal or AliExpress Site. Participant’s logging-in to the AliExpress Portal 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.

2.5     In the event that Participant does not agree to any of the Amended and Restated Relevant Rules, Participant shall terminate this Agreement in accordance with the terms and conditions set forth in Clause 13 of this Agreement.

3.         DESCRIPTION AND GENERAL TERMS OF THE PROGRAM

3.1     The Program is intended to provide Participant, whether a Network or a Publisher, with the opportunity to advertise AliExpress Content on Participant Site/Media. AliExpress will make available to Participant, through the AliExpress Portal, the AliExpress Content to be advertised by Participant pursuant to the Program. AliExpress will pay Participant the Fees (as defined in Clause 7.1) for Qualifying Purchases and/or other qualifying Action (as may be determined in an Insertion Order), made by a Buyer via Participant’s advertisements of AliExpress Content in accordance with Clause 7 of this Agreement.

3.2     Subject to AliExpress’s prior approval, Participant may:

         (a)    propose other content displaying on the AliExpress Site to be advertised by Participant on the Participant Site/Media; or

         (b)    create its own promotional content based on the AliExpress Content for advertisement on the Participant Site/Media.

         (c)    transmit instruction or data to AliExpress for the latter to process and filter certain AliExpress Content.

3.3     The specific terms and conditions for Participant’s Services provided under this Agreement, in addition to the terms set forth in this Agreement, will be set out in the Insertion Order. And if there is any discrepancy between this Agreement and the Insertion Order, the Insertion Order shall take prevail.

4.         ENROLLMENT

4.1     Participant’s enrollment into the Program is subject to, in addition to the execution of this Agreement, the fulfillment of all the following requirements by Participant:

        (a)    having agreed to and accepted the “Alibaba.com Free Membership Agreement” online through the AliExpress Portal;

        (b)    having completed the account registration procedures on the AliExpress Portal;

        (c)    having agreed to be abound by:

  i.             Terms of Use of AliExpress Portal;

  ii.            AliExpress Affiliate Program Advertising Rules and Policies; and

  iii.            Any and all rules, policies, and terms and conditions as published and amended by AliExpress on the AliExpress Portal from time to time.

4.2     AliExpress reserves the right to reject Participant’s application for participation in the Program if AliExpress determines that, in its sole and absolute discretion, Participant is unsuitable for participation in the Program.

5.         REPORTING AND TRACKING

5.1     AliExpress will make available (whether online or offline) to Participant reports summarizing Participant’s performance in the Program and records relating to the Qualifying Purchases and/or other qualifying Actions.

5.2     Participant agrees that all performance of Participant’s advertisement of AliExpress Content on the Participant Sites/Media will be recorded and tracked by the tracking system and technology used by AliExpress. Unless otherwise specified in the Insertion Order, the records tracked and stored by AliExpress’s tracking system shall serve as the sole basis for calculating the sum of Qualifying Amount payable to Participant under the Program.

5.3     Participant shall not employ any method to directly or indirectly interfere, disrupt or disable AliExpress’s tracking system.

5.4     AliExpress shall be entitled to invalidate the short-key which is embedded in the link generated using the tracking technology of AliExpress and which is used to record or track any clicks, purchases or Actions, provided that: 1) the short-key has been created for more than one year; or 2) the short-key has been created for less than one year, but has no records of any clicks for the past six months; or 3) the link, in which the short-key is embedded, is known or suspicious to contain or direct to any part of any AliExpress Content or Third Party Content which would or has infringed any patent, copyright, trade secret, trademark, or other proprietary right of any third party. For the avoidance of doubt, any tracking link with invalidated short-key will be invalid, including, without limitation, unable to track or record any clicks, purchases, or Actions.

6.         PARTICIPANT’S RESPONSIBILITIES

6.1     Participant shall use effective technology to detect and prevent unusual activity which involves Fraud. Participant shall have the right to determine and declare such Fraud activities to be invalid and AliExpress shall not be charged for such Fraud activities.

6.2     Participant shall be responsible for its Participant Site/Media and ensure that:

           (a)    the technical operation of the Participant Site/Media is secure;

           (b)    the content/information displayed on the Participate Site/Media is:

               i.             in compliance with the terms of this Agreement, including the Relevant Rules;

           ii.        in compliance with any applicable laws and regulations, including but not limited to laws and regulations that govern the sending of unsolicited electronic commercial messages, laws and regulations that govern collection, storage, processing and usage of privacy data;

not infringing any legitimate rights, including but not limited to Intellectual Property Rights, of any third party;

6.3 AliExpress shall not be liable or otherwise responsible for any matters that arise out of Participant’s breach of any applicable federal, state, provincial, regional, or other laws, including but not limited to any violations of the Telephone Consumer Protection Act (47 U.S.C. § 227 et seq.) or similar legislation, as well as any violations of Clause 7.2 of this Agreement, and AliExpress shall be entitled to seek indemnification from Participant in accordance with Clause 11 of this Agreement.

6.4 Upon approval of AliExpress in terms of processing service under Clause 3.2.C), if Participant transfers any information, by reference to which an individual may be identified (“Personal Data”), including, without limitation, device ID, ADID, Photo or Picture of users of Participant Site to AliExpress, the Participant shall: 1) acquire all required permits and full consent from the correspondent users according to applicable laws to collect and transfer their Personal Data to AliExpress for agreed purpose prior to their transmitting; 2) agree that AliExpress will, in its sole and absolute discretion, process only the part of Personal Data that refers to those users who are registered AliExpress members and agreed to Cookie Preferences of AliExpress, and may reject to process the other received Personal Data and/or filter AliExpress Content; 3) agree and understand that AliExpress will not collect or store any of those transmitted Personal Data; 4) agree and undertake that the transfer and processing of such Personal Data shall be govern by the terms and conditions set forth in Schedule 2 “Data Procession Addendum” hereunder.

6.5 Participant shall work with AliExpress in order to improve the Program and its effectiveness on an on-going basis according to the feedback gathered from the various Participant Sites/Media.

6.6 Participant shall be responsible for all activities on its account with the AliExpress Portal and for loss, theft or unauthorized disclosure of its password. Participant shall provide prompt notification to AliExpress of any known or suspected unauthorized use of its account or breach of the security of its account on the AliExpress Portal.

6.7 Participant shall submit required information to AliExpress, including, without limitation, name, country, information in connection with Participant’s Site/Media, and contact information (“Required Information”). If Participant procures any other agencies or sub-Participants to provide any of its Services hereunder, Participant shall submit to AliExpress Required Information in connection with such agencies or sub-Participants. AliExpress shall be entitled to verify the accuracy, completeness and truthfulness of the above Required Information. Participant acknowledges that if it fails to submit any of the Required Information or any of the submitted Required Information is inaccurate or incomplete, AliExpress shall be entitled to suspend part or all functions for the Participant’s account on AliExpress Portal, including, without limitation: 1) suspend the remittance of balance as described in Clause 7.5; 2) suspend the accrual of any future Qualifying Amount, or discharge AliExpress’s obligation to pay any future Qualifying Amount; 3) suspend or terminate Participant’s API, which is used to acquire AliExpress Content; 4) suspend the withdrawal from AliExpress Portal and/or 5) suspend other functions or features with the Participant’s account on AliExpress Portal. Your privacy data will be subject to AliExpress  Privacy Policy

6.8 For purpose of the Services under this Program, Participant hereby authorizes AliExpress to send direct emails, notices and/or pushes for the purpose of providing any recommended AliExpress Content, any information and/or instructions in connection with Participant’s rendering of Services. Participant may refuse to receive any direct emails, notices and/or pushes by closing the relevant function on its account on AliExpress Portal.

7.         FEES AND PAYMENT TERMS

7.1     AliExpress shall pay Participant the advertising fees or commissions monthly for \the Services delivered in the previous month on basis of statistics in corresponding Data Reports (“Qualifying Amount”). For clarity, for Qualifying Purchases and/or other qualifying Actions on www.aliexpress.ru and www.tmall.ru made by buyers from Russian Federation or any of the Relevant Jurisdictions, AliExpress Russia is the promoter and AliExpress Global pays Participant the Qualifying Amount on behalf of AliExpress Russia. For the avoidance of doubt, in connection with any payment to the Participant of the Qualifying Amount on behalf of AliExpress Russia, AliExpress acts as the commercial agent of AliExpress Russia to negotiate and conclude the procurement of Services from the Participant relating to such corresponding Qualifying Amount.

7.2     Details and terms governing the Qualifying Amount payable shall refer to the related terms published on the AliExpress Portal and/or the Insertion Order executed by both Parties. AliExpress reserves the right to update the terms in connection with the Qualifying Amount published on the AliExpress Portal from time to time by publishing an amended and restated version of the new terms and the new terms shall take effective immediately upon posting on the AliExpress Portal. Your continued participation in the Program after the publication of the amended and restated terms shall be deemed as your acceptance of the amended and restated terms.

7.3     In the event of conflict between the terms governing Qualifying Amount of the AliExpress Portal, the Insertion Order, and this Agreement, the terms shall prevail in accordance with the following order:

            (a)    Insertion Order;

            (b)    AliExpress Affiliate Program Advertising Rules and Policies; and

            (c)    This Agreement.

7.4     The accrued Qualifying Amount will be shown on Participant’s Account but such amount is an estimate which is subject to adjustment due to any breach by Participant of the Relevant Rules, chargeback by AliExpress in accordance with Clause 7.7, or any addition or deletion of Qualifying Purchases and/or other qualifying Actions for the month as corrected by AliExpress’s tracking system and technology.

7.5     AliExpress’s payment obligations under this Clause 7 shall be deemed completed immediately upon its release of Qualifying Amount to the balance of the Participant’s account with AliExpress Portal. Participant may, at any time after the aforementioned funds release, login to its account with AliExpress Portal and require to remit part or all balance to its designated bank account, provided such remitting balance exceeds USD15. Participant shall keep the login and password of its account with AliExpress Portal secured, and acknowledges that any use, or activities occurred under such account, including the remittance of balance, will be deemed as the use by or activities of the Participant, which the Participant shall be solely liable for. Participant shall be charged applicable bank handling fees for each such remittance. The bank handling fee will be deducted from the remitting balance to be transferred to Participant’s designated bank account.

7.6     AliExpress shall have the right to chargeback any amount accrued from Fraud, invalid Qualifying Purchases or other invalid Actions (the “Disqualified Actions”) in accordance with Clause 7.7 (“Chargeback Amount”). AliExpress will provide an itemized report (the “Disqualified Actions Report”), including Participant affiliate market IDs, data, and details as reasonably requested by Participant as to why such transactions are being deemed fraudulent or invalid by AliExpress.

7.7     AliExpress shall be entitled to either (i) set off the Chargeback Amount against the Qualifying Amount payable by AliExpress for one given month; (ii) request Participant to pay AliExpress the Chargeback Amount (even following the termination of this Agreement); or (iii) deduct the Chargeback Amount from the balance on Participant’s account with AliExpress Portal.

7.8     Participant shall bear all the applicable taxes, costs and expenses (including but not limited to any handling fees charged by banks and any technical service fees charged by AliExpress) in connection with the payment of any amount payable by AliExpress to Participant. The amount of such technical service fees as published on the AliExpress Portal from time to time shall apply. Participant hereby represents and warrants that it will follow applicable tax regulations to declare and pay the tax and duties.

7.9  All amounts otherwise due and payable by AliExpress to the Participants under this Agreement are inclusive of any Taxes. ‘“Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a Taxation Authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater certainty excludes any of the foregoing which are (i) based on gross or net income, (ii) franchise taxes, or (iii) property, personal property or rental taxes (collectively "Excluded Taxes").  Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law.

7.10 Notwithstanding anything else contained herein, if any amounts are required to be withheld by AliExpress from any amount payable by AliExpress to the Participants under this Agreement, AliExpress: (A) shall be entitled to withhold and deduct such amounts from any payments owing to the Participants under this Agreement, (B) will pay to the relevant Taxation Authority the amount of such applicable withholdings in accordance with applicable law; and (C) will pay to the Participants the amounts determined by AliExpress to be owing to the Participants under this Agreement net of such withholdings.  For greater certainty, any amount so withheld or deducted by AliExpress shall discharge AliExpress’s obligation to pay such amount to the Participant provided that AliExpress has remitted such amount to the relevant Taxation Authority.

7.11  “Taxation Authority” means any government, state, municipality or any local, provincial, state or other fiscal, customs, excise or taxing authority, body or official anywhere in the world with responsibility for, and competency to, impose, collect, audit, assess, administer or levy any Taxes or make any decision or ruling in respect of any Taxes.

8.         INTELLECTUAL PROPERTY

8.1     Except as expressly agreed to in writing by the Parties, AliExpress and Alibaba Group Holding Limited will own all right, title and interest in and to all copyrights, inventions, improvements, products, services, technology, information and materials, work product or derivatives of any kind that Participant may independently create, develop or prepare during the Term, including all worldwide Intellectual Property Rights and proprietary rights therein, including without limitation, the entire content of texts, software, audios, pictures, videos, graphics, logos, layouts, designs, advertisements and promotional materials produced for the purpose of fulfilling Participant’s obligations under this Agreement.

8.2     Save as provided in this Agreement, Participant agrees not to transfer, copy, modify, alter, adapt or create derivative works based on the AliExpress Content or any other materials approved by AliExpress and Alibaba Group Holding Limited without obtaining their respective written consents.

8.3     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 AliExpress, its affiliates or the AliExpress Site, including, without limitation, Alibaba.com, AliExpress.com, Tmall.com and Taobao.com.

8.4     Participant shall not copy or modify any icons, buttons, banners, graphics files, or AliExpress Content that AliExpress has made available unless otherwise agreed by AliExpress in writing.

8.5     Except as expressly agreed to in writing by the Parties, nothing in this Agreement will be deemed to grant or assign to the either Party any ownership rights, license rights, or interests of any kind in the other Party’s products, services or technology or in the other Party’s Intellectual Property Rights or proprietary rights.

8.6     In terms of AliExpress Content and Third Party Content:

8.6.1         Sellers on AliExpress Site represent and warrant that owns or has valid licenses to use the Third Party Content provided and made available under this Program, free and clear of all liens, including, without limitation, any claim of ownership or other right all proprietary property that is necessary to license Participant for the Services as currently and the Third Party Content provided and made available under this Program does not infringe any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

8.6.2         Participant understands and acknowledges that AliExpress, being only a technical service provider for sellers on AliExpress Site and Participants, has no commercially feasible capability to and does not screen or verify flawlessness, legality or compliance of AliExpress Content and it is Sellers who shall themselves undertake such lawfulness, truth and ownership of the AliExpress Content. Participant shall ensure by itself that all hosting, placement, publishing and/or distribution of AliExpress Content (which shall include all content of or relating to AliExpress Products/Services) is carried out at all times in good faith and in compliance with applicable laws and regulations and in a manner which shall not be regarded to be dishonest, fraudulent, misleading, improper, unlawful or otherwise against the terms herein in any way or the public interests or public order. Participant further agrees that will not hold AliExpress liable if any sellers on AliExpress Site breaches its representation and warranty herein.

8.6.3         AliExpress further expressly disclaims all warranties, express or implied, including but not limited to any warranties of accuracy, fitness, compliance, non-infringement and/or legality of Third Party Content for a certain purpose even if advised of the possibility of such damages or if such possibility was reasonably foreseeable. All such warranties, representations, conditions, undertakings and terms are hereby disclaimed and excluded.

8.6.4         In case of a dispute or claim of ownership, infringement or damage relating to Third Party Content, Participant shall hold AliExpress harmless and indemnified against any losses, damages that may be suffered by AliExpress.

9.         CONFIDENTIALITY

9.1     “Confidential Information” means business or technical information disclosed by either Party to the other Party that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; (iii) without limiting the foregoing, shall include the terms and conditions of this Agreement (including the Schedule) as the Confidential Information of both Parties.

9.2     Each Party will not use the other Party’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 either Party from disclosing the other Party’s Confidential Information, if pursuant to the order or request of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable written notice to the other Party to enable it to contest such order or request.

10.      REPRESENTATIONS AND WARRANTIES

10.1  Each Party represents and warrants that:

       (a)      It will make no false or misleading representations, warranties or guarantees with respect to the other Party and all material aspects of the other Party’s business including but not limited to its products and services.

      (b)     It has the authority and capacity to enter into this Agreement and it is not subject to any restrictive covenant or other legal obligation which prohibits it from performing its obligations hereunder;

        (c)      It shall perform its obligations under this Agreement in a timely and efficient manner and with reasonable care and skill.

        (d)     It will comply with all applicable laws and regulations and will maintain any permits, licenses and approvals required to perform its obligations hereunder.

10.2  Participant further represents, warrants and/or covenants that:

        (a)      All information provided to AliExpress during its registration process on the AliExpress Portal is true, complete and accurate.

        (b)     Participant has obtained all necessary approvals, authorizations, permits and licenses to operate, and to publish any and all content on, the Participate Site/Media.

      (c)    Any promotional content that Participant has created based on the AliExpress Content provided by AliExpress does not and will not infringe any third party’s Intellectual Property Rights.

11.      INDEMNITY

        Each Party covenants and undertakes to indemnify, defend and hold harmless the other Party from and against any losses, claims, demands, actions, damages, penalties and                costs or expenses (“Loss”) resulting from any breach by the indemnifying Party of any of its representations, warranties and covenants under the Agreement or in the                      Insertion    Order.

12.      LIMITATION OF LIABILITIES

12.1  ANY OBLIGATION OR LIABILITY OF ALIEXPRESS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF THE PAYMENTS ALIEXPRESS PAID TO PARTICIPANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ALIEXPRESS PURSUANT, OR IN ANY WAY RELATED, TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. PARTICIPANT AGREE THAT ALIEXPRESS SHALL NOT BE LIABLE TO PARTICIPANT, OR ANY THIRD PARTY, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOSS OF GOODWILL, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. PARTICIPANT WARRANTS THAT NO PROMOTIONAL METHOD USED BY PARTICIPANT WILL RENDER ALIEXPRESS LIABLE TO ANY PROCEEDINGS WHATSOEVER.

12.2  TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ALIEXPRESS DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT ALIEXPRESS's SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF PARTICIPANT’S INFORMATION OR WEBSITE. THOUGH ALIEXPRESS MAY REVIEW AFFILIATE'S BEHAVIOR AS PART OF ITS NETWORK QUALITY EFFORTS, ALIEXPRESS MAY NOT BE HELD LIABLE FOR AN AFFILIATE’S BREACH OF THIS AGREEMENT, THE CODE OF CONDUCT OR THE PROGRAM TERMS. ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED TO PARTICIPANT IN THE COURSE OF THIS AGREEMENT ARE PROVIDED "AS IS" WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH PARTICIPANT. ALIEXPRESS IS UNDER NO CIRCUMSTANCES RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY THIRD PARTY OR ANY WEBSITE, OR THE CONTENT OF ANY WEBSITE OR THAT ANY PARTY MAKES AVAILABLE. ALIEXPRESS MAKES NO REPRESENTATION OR GUARANTEE WITH RESPECT TO THE AVAILABILITY OR UPTIME OF THE NETWORK, THE TRACKING FUNCTIONALITY, OR ANY PARTICIPATING SITE AND CONTENT. ALIEXPRESS MAY CONDUCT MAINTENANCE ON ANY OF THE FOREGOING AT ANY TIME WITH OR WITHOUT NOTICE TO PARTICIPANT.

13.      TERM AND TERMINATION

13.1  This Agreement shall be effective from the time you have clicked “Accept and Continue” button on the AliExpress Portal (or any other agreement acceptance process adopted by AliExpress) and shall remain unless it is terminated in accordance with the terms of this Agreement (the “Term”).

13.2  Either Party may terminate this Agreement without cause any time by giving the other Party a prior written notice of not less than one (1) month.

13.3  Either Party may terminate this Agreement with immediate effect on written notice to the other Party if:

        (a)     the other Party commits a material breach of this Agreement and fails to remedy the breach (if remediable) within fourteen (14) days of receiving written notice to that effect specifying the breach and requiring it to be remedied;

         (b)     the other Party ceases to conduct its business operations;

         (c)      the other Party is unable to pay its debts due and payable; or

      (d)    the other Party enters into a composition with its creditors or goes into liquidation, or is dissolved, or adjudged insolvent or is otherwise rendered incapable of performing its obligations under this Agreement.

14.      GENERAL

14.1  Assignment. Neither Party shall assign or transfer this Agreement or any rights and obligations hereunder, in whole or in part, without the other Party’s prior written consent

14.2  Independent Parties. The relationship between the Parties is that of independent contracting parties. Nothing in this Agreement shall constitute or be deemed to constitute a relationship of employment, joint venture, partnership, franchise or similar arrangement between the Parties. Notwithstanding any language in this Agreement to the contrary, the Parties intend that their relationship will be only as set forth in this Agreement. Furthermore, neither Party nor any employee, agent, officer, or independent contractor of or retained by either Party shall be considered an agent, employee or co-joint venturer of the other Party for any purpose or entitled to any of the benefits that the other Party provides for any of the other Party’s employees.

14.3  Governing Law. This Agreement shall be governed by the laws of Hong Kong. Any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be first settled through friendly consultations between the Parties. In the event that no settlement is reached within thirty (30) days from the date of notification by either Party to the other that it intends to submit a dispute, controversy or claim to arbitration, then such dispute, controversy or claim shall be settled by arbitration in accordance with the HKIAC Administered Arbitration Rules in effect at the time of applying for arbitration and as may be amended by the rest of this Clause. The arbitration institute shall be the Hong Kong International Arbitration Centre (“HKIAC”) and the place of arbitration shall be in Hong Kong at HKIAC. The language of the arbitration shall be English.  The tribunal shall consist of three arbitrators. Each of the Parties shall select an arbitrator. The third and presiding arbitrator shall be selected by HKIAC. The arbitral award shall be final and binding upon the Parties.

14.4  Force Majeure. Neither Party will be responsible for any failure or delay in its performance under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, war, terrorism, riot, or pandemics.

14.5  Entire Agreement. This Agreement, together with any Schedule and Insertion Order, is the complete and exclusive agreement between the Parties 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.

14.6  No waiver. The failure by either Party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

14.7  Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

Schedule 1: Insertion Order

Schedule 2:

Data Processing Addendum

1.         Definition

1.1     Each of "controller", "processor", "data subject", "personal data" and "processing" (and "process") shall have the meaning given in the EU Data Protection Law. Notwithstanding the aforesaid, in the event where the law applicable hereunder is any other Applicable Data Protection Law apart from the EU Data Protection Law, each of the aforementioned terms when referred to in this Addendum shall be deemed as referring to the corresponding defined term under the Applicable Data Protection Law (if such corresponding defined term under the Applicable Data Protection Law is different from any of the aforementioned terms used pursuant to the EU Data Protection Law). For instances, both the terms “controller” and “processor” under the EU Data Protection Law shall, where applicable hereunder, be deemed as referring to the respective terms of “business” and “service provider” under the CCPA (as defined below);

1.2     "Applicable Data Protection Law" means all worldwide data protection and privacy laws and regulations applicable to the personal data in question, including, where applicable, EU Data Protection Law and all analogous (present and future) privacy laws of other states, territories and countries including (without prejudice to the generality of the foregoing) the California Consumer Privacy Act 2018 (“CCPA”) and the United Kingdom Data Protection Act 2018;

1.3     "EU Data Protection Law" means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data (the "Directive"); (ii) on and after 25 May 2018, Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (the "GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under or pursuant to (i), (ii) or (iii); in each case as may be amended or superseded from time to time.

2.         Disclosure of Data

2.1     Participant may disclose the personal data subject to Clause 6.3 of this Agreements and as is more particularly described in the related Data Processing Description (the "Data")（Currently available at: [Data Processing Description(AE Device ID)] and [Data Processing Description(AE Pictures or photos)） to AliExpress to process strictly for the purposes described in the corresponding Data Processing Description (the "Permitted Purpose"). 

3.         Relationship of the Parties

3.1     The Parties acknowledge that Participant is a controller of the Data it discloses to AliExpress, and that AliExpress will process the Data as a separate and independent controller strictly for the Permitted Purpose. In no event will the parties process the Data as joint controllers. 

3.2     Participant acknowledges that all data processing activities during the cooperation with AliExpress are comply with the requirements set forth inAlibaba Supplier Code of Conduct on International Personal Data Protection and all Applicable Privacy Laws world widely.

4.         Data Protection

4.1     Compliance with law:Each Party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under Applicable Data Protection Law. In particular (and without limitation):

4.1.1         Participant represents, warrants and undertakes to comply with all necessary transparency and lawfulness requirements under Applicable Data Protection Law in order to disclose the Data to AliExpress to process for the Permitted Purpose; and 

4.1.2         AliExpress shall be separately and independently responsible for complying with Applicable Data Protection Law in respect of its processing of Data it receives from Participant.

4.2      International transfers: Neither Party shall transfer the Data (nor permit the Data to be processed) in a territory outside of the European Economic Area ("EEA") unless it takes such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law. Such measures may include (without limitation) transferring the Data to a recipient in a country that the European Commission has decided provides adequate protection for personal data, to a recipient that has achieved binding corporate rules authorisation in accordance with Applicable Data Protection Law, or to a recipient that has executed standard contractual clauses for Controllers to Controllers ((EU)2021/914（“Model Clauses”）as updated from time to time（currently available at: Standard contractual clauses for the transfer of personal data from the Community to third countries (controller to controller transfers)  Data transfer agreement）which shall hereby be deemed incorporated by reference and form an integral part of this Addendum.

4.3     Security:Each Party shall implement appropriate technical and organisational measures to protect the Data (a) from accidental or unlawful destruction, and (b) loss, alteration, unauthorised disclosure of, or access to the Data (a "Security Incident"). Both Parties are obligated to inform each other of any identified or exposed Security Incident in a timely manner, cooperate with each other in the risk mitigation, and reduce the impact as much as possible.

4.4     Cooperation: In the event that either Party receives any correspondence, enquiry or complaint from a data subject, regulator or other third party ("Correspondence") related to (a) the disclosure of the Data by Participant to AliExpress for the Permitted Purpose; or (b) processing of Data by the other Party, it shall promptly inform the other Party giving full details of the same, and the Parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under Applicable Data Protection Law.

4.5     Miscellaneous:In relation to the processing of personal data under this Addendum, to the extent there is any conflict or inconsistency between this Clause and any other terms of this Addendum or other contracts between the Parties relating to this subject matter, the terms of this Clause shall prevail.