AliExpress Social Platform User Agreement
Effective as of 28 September 2021
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! YOU WILL NEED TO COMPLETE THE ALIEXPRESS SOCIAL PLATFORM TASK UP TO THE SERVICE LEVEL AND IN ACCORDANCE WITH THE OTHER REQUIREMENTS SPECIFIED HEREOF.
YOU MAY BE PAID FOR THE ALIEXPRESS SOCIAL PLATFORM TASK BY SERVICE FEE (TAX INCLUSIVE). FOR FULL INFORMATION PLEASE READ THE ARTICLE 8 HEREOF.
PLEASE PAY SPECIAL ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.
This AliExpress Social Program User Agreement (this “Agreement”) together with the Relevant Rules and any Task-specific Engagement Agreement govern your participation in the Program, and are entered into by and between:
1）Alibaba.com Singapore E-Commerce Private Limited (incorporated in Singapore with Company Reg. No. 200720572D) (“AliExpress”)
2）The registered user of www.aliexpress.com who participates in the Program (“You” or “Participant”).
By checking the box to agree this Agreement and clicking “Confirm”, 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, all Relevant Rules and any applicable Task-specific Engagement Agreement when participating in the Program.
1. APPLICATION AND ACCEPTANCE OF TERMS
1.1 This Agreement, together with the following rules (the “Relevant Rules”) and any Task-specific Engagement Agreement constitute the entire agreement between You and AliExpress relating to the use of and activities relating to the Platform:
a) Alibaba.com Free Membership Agreement (https://rule.Alibaba.com/rule/detail/2042.htm);
b) Alibaba.com Terms of Use (https://rule.Alibaba.com/rule/detail/2041.htm);
c) AliExpress Social Platform User Agreement;
d) Task-specific Engagement Agreement;
e) Any and all rules, policies, and terms and conditions as published and amended by AliExpress and posted on the Platform from time to time.
1.2 The Relevant Rules and Task-specific Engagement Agreement 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, the Relevant Rules and Task-specific Engagement Agreement, the terms and conditions shall apply in the following order:
a) Task-specific Engagement Agreement;
b) This Agreement;
c) Alibaba.com Free Membership Agreement;
d) Alibaba.com Terms of Use;
1.3 AliExpress shall have the right, in its sole discretion, to amend and restate this Agreement and any Relevant Rules from time to time (the “Amended and Restated Terms”) without notification to You. All Amended and Restated Terms shall become effective immediately upon its publication on the Platform. Your logging-in to the Platform and/or continuance of the participation in the Program after the publication of the Amended and Restated Terms shall be deemed as consent on the part of Participant to accept and be bound by the Amended and Restated Terms.
2. ENROLLMENT
2.1 Participant’s enrollment into the Program is subject to, in addition to the execution of this Agreement, the fulfilment of all the following requirements by Participant:
a) Having completed the account registration procedures on the Platform, including provision of the information as specified under clause 2.2;
b) Having agreed to be abound by this Agreement and the Relevant Rules;
c) Having completed the link of the Bound Social Media Account to the Platform and authorized AliExpress to collect and use the Bound Social Media Account Information in accordance with clause 2.3.
2.2 To register as a Participant of the Platform, You shall provide the following information (the “General Information”):
a) Full Legal Name;
b) Gender;
c) Email Address;
d) Phone Number;
e) Location;
f) Birthday;
g) Profile Picture;
h) Social Media Channels;
i) Target Country (i.e., where most of your followers on social media come from).
2.3 You agree to bind at least one of your social media accounts on any of the Designated Social Media Platforms (the “Bound Social Media Account”) to the Platform and authorize the Platform to collect the following information about your Bound Social Media Account(s) (the “Bound Social Media Account Information”):
a) The basic information of the Bound Social Media Account which includes but not limited to the profile picture, the user name, the number of followers, account ID, website link to such Bound Social Media Account;
b) Followers’ data which includes but not limited to followers’ gender, age, location;
c) Media data which includes but not limited to media ID, media numbers, media URL, media exposure, number of interactions.
For the avoidance of double, failure to complete the account binding and the authorization of the information as set forth under this Clause 2.3 would prevent You from participating in any Task.
2.4 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 this Agreement during his or her use the Platform, or Participant is unsuitable for participation in the Program.
3. Participant’s Personal Profile
3.1 Every Participant has an influencer information page under my account section on the Platform, which can only be viewed by the Participant himself/herself and AliExpress.
3.2 The information displays in the influencer information page include:
a) Participant’s basic information: profile picture, name, gender, location;
b) Social Media Account information: the number of followers on the Bound Social Media Accounts;
c) Task information: the number of Tasks completed; the Qualified Purchase in the past 180 days.
4. THE PROGRAM
4.1 The Program is intended to provide Participant with an opportunity to use one or more Trial Product(s) (the “Trial Use”) and for such Participant to provide feedback on his or her Trial Use with a trial report in the form of a publicly accessible video clip, image, post or other readable form of information (the “Marketing Materials”) on Social Media Platforms agreed by AliExpress (the “Marketing Service”), and if the Participant has provided the Marketing Service accepted by AliExpress, he or she will be awarded with a capped dollar amount （the “Program”）.
4.2 Platform reserves the right to charge for your access and use of the Platform or any feature or functionality of the Platform at any time in its sole discretion.
5. SERVICE REQUEST, ENGAGEMENT AND DELIVERY
5.1 Service Request
5.1.1 The Service Request posted under Task Center indicate the intention of AliExpress to invite Service Offer by one or more Participants to provide Marketing Services. Campaign Details Page of the Service Request contains detailed instructions, requirements for Marketing Services (the “Service Request Specifications”).
5.1.2 AliExpress shall indicate the consideration for the services in the Service Request, which may be free samples(s) of the Trial Product or a capped service fee (Tax inclusive) (the “Service Fee”).
5.2 Service Offer and Acceptance
5.2.1 Service Offer
Participant may indicate his or her interest to participate in a certain Service Request by clicking the “Apply” button, which constitute an offer to provide Marketing Services (the “Service Offer”).
5.2.2 Offer Acceptance
AliExpress will, at its sole discretion, verify, confirm or reject the Service Offer. If the Service Offer is approved and/or accepted by AliExpress, an engagement agreement which includes the terms of Service Request and other commitment made by the Participant in his/her Service Offer shall be entered into directly between the Participant and AliExpress (the “Task-specific Engagement Agreement”).
5.2.3 Offer Rejection
Service Offer will be deemed as rejected by AliExpress and closed in system if:
a) AliExpress decides, in its sole and absolute discretion, to reject the Service Offer by expiry date of a Service Request as initially indicated by AliExpress; or
b) AliExpress does not approve the Service Offer by expiry date of a Service Request as initially indicated by AliExpress.
5.3 Trial Product Delivery
5.3.1 Shipping arrangement
If applicable for the Service Request, AliExpress shall ship out the Trial Product applied for by the Participant to the designated address after its approval of such Participant’s application. AliExpress and Participant may agree the shipment condition, including, without limitation, the moment when the ownership of Trial Product transfers to the Participant in the Task-specific Engagement Agreement. If such terms have been inadvertently left blank, the transfer moment shall be the moment when Trial Product is delivered to the Participant.
5.3.2 Other cost-related arrangement
All costs relating to the delivery, customs clearance and levies (if any), handling and recording and submission of feedback relating to each Trial Product shall be borne by Participant and/or the AliExpress as agreed in the Task-specific Engagement Agreement; in the event that such terms have been inadvertently left out by the AliExpress and you, all such costs shall be borne by AliExpress. Other than the above, AliExpress should not charge you for the cost of the Trial Product itself.
5.4 Service Delivery
5.4.1 Pursuant to the Task-specific Engagement Agreement, Participant shall:
a) create and post the Marketing Materials in the Social Media Platforms designated by AliExpress;
b) create, post and/or submit the Marketing Materials within the time period specified by AliExpress;
c) submit the Marketing Materials to the Platform in a format specified by AliExpress.
5.4.2 In case if AliExpress reasonably requests to revise the Marketing Materials, the Participant shall amend accordingly to the AliExpress’s instruction as well as the Task-specific Engagement Agreement. The deadline for each amendment will be further agreed by AliExpress and Participant.
5.4.3 Delay and/or failure to submit the Marketing Materials will result in restrictions on Participant’s future eligibility to participate in a Service Request.
6. REPORTING AND TRACKING
6.1 AliExpress will make available (whether online or offline) to Participant reports summarizing Participant’s performance in the Program and records relating to the number of likes and views and Qualifying Purchases.
6.2 Participant agrees that all performance of Participant’s Marketing Material on the Social Media Platform will be recorded and tracked by the tracking system and technology used by AliExpress. Unless otherwise specified in the Task-specific Engagement Agreement, the records tracked and stored by AliExpress’s tracking system shall serve as the basis for calculating the Service Fee (Tax inclusive) payable to Participant under the Program.
6.3 Participant shall not employ any method to directly or indirectly interfere, disrupt or disable AliExpress’s tracking system.
6.4 AliExpress shall be entitled to invalidate the shortkey which is embedded in the links generated using the tracking technology of AliExpress and which is used to record or track any clicks or purchases, provided that: 1) the shortkey has been created for more than one year; or 2) the shortkey 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 shortkey 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 shortkey will be invalid, including, without limitation, unable to track or record any clicks, purchases, or Actions.
7. FEES AND PAYMENT TERMS
7.1 In case of free samples of the Trial Product as Service Fee (Tax inclusive) and in accordance with Task-specific Engagement Agreement, AliExpress shall ship out such free sample(s) to the designated address of Participant after confirming the Report Content;
7.2 In case of capped fee as Service Fee (Tax inclusive), AliExpress shall pay Participant the Service Fee (Tax inclusive) in the Service Request no later than, if not otherwise agreed by AliExpress and the Participant, 60 calendar days after confirming the fulfillment of the Task and the amount of the Service Fee (Tax inclusive).
7.3 Details and terms governing the Service Fee (Tax inclusive) shall refer to the related terms published on the Platform. AliExpress reserves the right to update the terms in connection with the Service Fee (Tax inclusive) published on the Platform 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 Platform. 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.
7.4 The accrued Service Fee (Tax inclusive) will be shown on Participant’s Platform Account, but such amount is subject to adjustment due to any breach by Participant of the Relevant Rules, chargeback by AliExpress in accordance with Relevant Rules.
7.5 AliExpress’s payment obligations under this Clause 8 shall be deemed completed immediately upon its release of accrued Service Fee (Tax inclusive) to the balance of the Participant’s Platform Account. Participant may, at any time after the aforementioned funds release, login to its Platform Account and require to remit part or all balance to his/her designated bank account, provided such remitting balance exceeds USD15. Participant shall keep the login and password of his/her Platform Account 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 or violation of any terms of the Relevant Rules (“Chargeback Amount”).
7.7 AliExpress shall be entitled to either (i) set off the Chargeback Amount against the Service Fee (Tax inclusive) payable by AliExpress; (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 Platform.
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 Platform 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.
8. TAX
8.1 All amounts otherwise due and payable by AliExpress to the Participant under this Agreement are inclusive of any Taxes. Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law.
8.2 “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.
8.3 Notwithstanding anything else contained herein, if any amounts are required to be withheld by AliExpress from any amount payable by AliExpress to the Participant under this Agreement, AliExpress: (A) shall be entitled to withhold and deduct such amounts from any payments owing to the Participant 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 Participant the amounts determined by AliExpress to be owing to the Participant 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
8.4 “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.
9. REPRESENTATION AND WARRANTY; CONVENANT
9.1 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.
9.2 Participant further represents and warrants that:
a) All information provided to AliExpress during its registration process on the Platform 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 of Marketing Material.
c) Any Marketing Material 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.
9.3 Participant further agrees to comply with each of the covenants listed under Schedule 2.
10. PENALTIES FOR BREACH AND CLAIMS
10.1 In the event of any breach of Relevant Rules by Participant, based on the Relevant Rules, AliExpress shall have the right to (but not the obligation to) impose enforcement measures against such Participant which include but not limited to:
a) giving written warnings;
b) imposing ratification period for Participants to cure any breach of the Relevant Rules;
c) withholding any payment payable to Participants;
d) rejecting, withholding, deducting, setting off and/or requesting for refund of any payment that arise from or in connection with Participant’s violation of the Relevant Rules;
e) deducting any relevant amount from Participant’s account with the Platform/AliExpress Group Administrator Portal or requesting that Participant make payment of such amounts for breach of the Relvant Rules to compensate any damage or loss suffered by AliExpress as a result of the breach;
f) requesting Participant to return any amount wrongfully paid by AliExpress to such Participant;
g) suspending and/or terminating all tracking and reporting services provided by AliExpress which are necessary for the tracking of Participant’s performance in connection with the Program, including tracking of Qualified Purchases;
h) suspending and/or terminating such Participant’s account with the Platform;
i) restricting and/or ceasing any existing or planned collaboration with such Participant.
10.2 Termination of inactive accounts: Notwithstanding anything in this Clause 11, AliExpress reserves the right to terminate Participant’s account with the Platform, where such Participant’s account:
10.2.1 has been inactive for 180 consecutive days (for example, such account has not been logged into and no services therein have been used for 180 consecutive days);
10.2.2 has not enrolled in any Task in the last 365 days. Whether a Participant fulfils the criteria under this Clause 11 shall be determined in accordance with AliExpress’ records, which shall be final.
10.3 Claims
10.3.1 Any Participant may file a written application to AliExpress to object to any enforcement actions taken by AliExpress (such application, a “Claim”). Such written application must be submitted to AliExpress within 5 working days (the “Claim Period”) from the date the enforcement action is taken by AliExpress. AliExpress reserves the right to refuse to process any Claims raised after the Claim Period has elapsed.
10.3.2 Participants shall ensure that a Claim is submitted for each violation in accordance with the format specified, and to provide all relevant supporting documents, information and materials to substantiate Participant’s claim. AliExpress reserves the right to reject and refuse to process any Claims which are submitted in an incorrect format and/or which is missing supporting documents, information and/or materials.
10.3.3 Upon receipt of the Participant’s Claim, AliExpress will process and review the Claim together with all supporting documents, information and materials and provide a written determination of the Claim to the Participant within 5 days from the date such Claim was submitted.
10.3.4 AliExpress reserves the right to determine in its sole and absolute discretion whether any Claim is substantiated and/or valid. Where AliExpress determines that such Claim is valid and thus successful, it shall suspend all enforcement measures and lift any penalties imposed upon the Participant. Where the enforcement measures imposed include the deduction, claw-back and/or withholding of any payment payable to Participants pursuant to the Relevant Rules, such payment will be paid to the Participant in the within 60 days.
10.4 Whistleblowing: In the event that any Participant becomes aware of any infringement of Relevant Rules by another Participant, AliExpress invites such Participant to notify AliExpress of the infringement by sending an e-mail to AliExpressSocialPlatform@AliExpress.com, where such e-mail:
10.4.1 has the subject title “Report of Violation”;
10.4.2 contains a detailed description of the infringement, including the details of the infringement and the time or time period in which the infringement occurred;
10.4.3 supporting evidence or documents, including without limitation screenshots and/or links;
10.4.4 contact information of the Participant making the report. Upon receiving such an e-mail in the format described above, AliExpress will review and reach a determination, in its sole and absolute discretion, on whether the conduct in question violates any of the Relevant Rules. For the avoidance of doubt, please note that the AliExpressSocialPlatform@AliExpress.com mailbox is a dedicated inbox for receiving whistleblowing reports as described in this Clause 11.4, and any e-mails that do not relate to this subject (including any inquiries regarding day-to-day business of AliExpress) will be ignored.
10.5 Where AliExpress takes any action prescribed under this Clause 11, the Participants acknowledge and agree that AliExpress is under no obligation to disclose any information to the Participant regarding the specific violation, though it may choose, in its sole and absolute discretion to do so where the violation was identified by an individual and not detected by any computer system, provided always that the information to be disclosed does not contain any trade secrets or confidential information of AliExpress and/or its affiliates.
10.6 Participant acknowledges that AliExpress shall retain records of all violations and Claims for a maximum of 90 days from the date the enforcement action was taken by AliExpress, or the date AliExpress notifies Participant of the outcome of its Claim (as the case may be).
11. INTELLECTUAL PROPERTY
11.1 Except as expressly agreed to in writing by You and AliExpress, 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.
11.2 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.
11.3 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.
11.4 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.
11.5 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.
11.6 In terms of AliExpress Content:
11.6.1 Participant understands and acknowledges that AliExpress, being 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 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 Product/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 under Alibaba.com Free Membership Agreement and Alibaba.com Terms of Use.
12. PRIVACY NOTICE
12.1 Being a registered user of AliExpress Site, you shall be subject to the AliExpress Privacy Policy available at Link.
12.2 For the purpose of participating in the Program, Participant is expected to provide the General Information and Bound Social Media Account Information (together with the General Information, the “Required Information”) as prescribed under clauses 2.2 and 2.3 of this Agreement.
12.3 AliExpress collects and uses the Required Information for the following purposes:
a) verifying your eligibility as a Platform influencer to accept the Task and the fulfillment status of the Task by the Participant;
b) operating of the Program;
c) advertising, marketing and promoting products and services that the Platform believes you will value.
12.4 AliExpress will only share the Required Information with the third-party marketing firms who will be responsible for the direct realization of this Program and who are under appropriate contractual obligations to protect the Required Information entrusted to them. AliExpress may also share the Required Information internally as necessary for the purposes of this Program.
12.5 AliExpress will only store Participants’ Required Information for as long as necessary to fulfill the purposes as stated hereunder, after which time AliExpress will delete the Required Information.
12.6 Participants in the Program have rights concerning their Required Information, including the right to access, rectify or erase their personal data, as well as the right to object to or restrict the processing of their Required Information. If a Participant objects to the processing of his/her Required Information, or otherwise requests restriction or deletion, then the Participant will no longer be able to participate in the Program. Participants also have the right to lodge a complaint about the processing of their personal data with the Supervisory Authority.
12.7 AliExpress may transfer Participants’ Required Information to countries outside of the European Economic Area, including to countries that may not provide the same level of data protection as in a Participant’s home country. In such cases, AliExpress has taken appropriate steps to ensure that the recipients of Required Information are bound to duties of confidentiality and appropriate contractual safeguards to ensure Required Information will remain protected in accordance with this Privacy Notice – including, where applicable, standard contractual clauses. A copy of those clauses can be obtained by contacting us through the means noted above.
12.8 If a Participant has any requests, questions or concerns about the use of the Required Information or this Privacy Notice, please contact our Data Protection Officer at: DataProtection.AE@aliexpress.com.
13. CONFIDENTIALITY
13.1 “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.
13.2 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.
14. 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 (the “Loss”) resulting from any breach by the indemnifying Party of any of its representations, warranties and covenants under the Agreement or in the Task-specific Engagement Agreement or other Relevant Rules.
15. LIMITATION OF LIABILITIES
15.1 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.
15.2 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 RELEVENT PARTY'S BEHAVIOR, ALIEXPRESS MAY NOT BE HELD LIABLE FOR A PARTY'S BREACH OF RELEVENT 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.
16. TERM AND TERMINATION
16.1 This Agreement shall be effective from the time you have clicked “Accept and Continue” button on the Platform (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”).
16.2 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.
16.3 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.
17. GENERAL
17.1 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.
17.2 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 joint venture, partnership, franchise or similar arrangement between the Parties.
17.3 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. Any dispute, controversy, or claim shall be resolved through negotiation to the extent possible. In the event the Parties fail to resolve any dispute arising hereunder through negotiation, each party shall submit to the exclusive jurisdiction of the courts of Hong Kong.
17.4 Entire Agreement. This Agreement, together with any Schedule, 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.
Schedule 1 Definitions
1. “Agreement” shall have the meaning set forth in the preface.
2. “AliExpress” means AliExpress.com Singapore E-Commerce Private Limited.
3. “AliExpress Content” means artworks, graphics, logos, and copies of Third-Party Content, and/or promotional campaigns on AliExpress Site, that are made available by AliExpress to Participant for performance of Marketing Services. 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.
4. “AliExpress Product/Service” means any item that is offered for sale by Sellers on the AliExpress Site.
5. “AliExpress Site” means the website with the URL: https://www.Aliexpress.com.
6. “Amended and Restated Terms” shall have the meaning set forth in Clause 1.3.
7. “Bound Social Media Account” shall have the meaning set forth in Clause 2.3.
8. “Bound Social Media Account Information” shall have the meaning set forth in Clause 2.3.
9. “Buyer” means a registered user of AliExpress Site who will make or has made a purchase of AliExpress Product/Service on the AliExpress Site.
10. “Chargeback Amount” shall have the meaning set forth in Clause 7.6.
11. “Claim” shall have the meaning set forth in Clause 10.3.
12. “Claim Period” shall have the meaning set forth in Clause 10.3.
13. “Confidential Information” shall have the meaning set forth in Clause 12.1.
14. “Designated Social Media Platforms” shall mean Facebook (with the URL: www.facebook.com), Instagram (with the URL: www.instagram.com) and YouTube (with the URL: www.youtube.com).
15. “Excluded Taxes” shall have the meaning set forth in Clause 7.8.
16. “Fraud” means any action that intentionally attempts to create qualifying Marketing Materials, sales, leads, installations or click-throughs using robots, frames, iframes, scripts, or any other tools or methods for the purpose of bypassing any restrictions of AliExpress, and/or claiming Service Fees.
17. “General Information” shall have the meaning set forth in Clause 2.2.
18. “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.
19. “Loss” shall have the meaning set forth in Clause 14.
20. “Marketing Material” means materials, about AliExpress Content, produced by Participant to be used for towards the Marketing Services, including textual articles, static graphic, infographic or other multimedia presentation, audio podcast, video, live streaming broadcasts in any other current or future format.
21. “Marketing Service” shall have the meaning set forth in Clause 4.1.
22. “Platform” means the website currently accessible at: www.social.AliExpress.com, or such other websites as may be designated by AliExpress from time to time.
23. “Platform Account” means Participant’s account registered in the Platform.
24. “Program” shall have the meaning set forth in Clause 4.1.
25. “Qualified Purchase” 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.
26. “Qualifying Marketing Material” shall have the meaning set forth in Schedule 2.
27. “Relevant Rules” shall have the meaning set forth in Clause 1.1.
28. “Required Information” shall have the meaning set forth in Clause 12.2.
29. “Seller” means a registered user of AliExpress Site who offers AliExpress Product/Service for sale.
30. “Service Fee” shall have the meaning set forth in Clause 5.1.
31. “Service Offer” shall have the meaning set forth in Clause 5.2.
32. “Service Request” shall have the meaning set forth in Clause 5.1.
33. “Service Request Specifications” shall have the meaning set forth in Clause 5.1.
34. “Social Media Platform” means any public platform, including but not limited to Instagram, Facebook, YouTube, Twitter, TikTok, VK, the Feed channel of AliExpress mobile application, we.AliExpress.com, live.AliExpress.com.
35. “Task” shall have the meaning set forth in Clause 4.2.
36. “Task Center” refers to the page where the Platform publishes the Tasks.
37. “Task-specific Engagement Agreement” shall have the meaning set forth in Clause 5.2.
38. “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").
39. “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.
40. “Term” shall have the meaning set forth in Clause 16.1.
41. “Territory” shall mean the countries and/or jurisdictions specified in the Task-specific Engagement, and the Marketing Services are targeting viewers in the Territory.
42. “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 promote and provide Marketing Services, including, without limitation, all content of products and/or services offered for sale on AliExpress Site and/or any stores on AliExpress Site.
43. “Third Party Rights” shall have the meaning set forth in Schedule 2.
44. “Trial Use” shall have the meaning set forth in Clause 4.1.
45. “Trial Product” means any item that is offered for Trial Use by AliExpress directly to you, which information may be posted by AliExpress on the Platform.
46. “You” or “Participant” shall have the meaning set forth in the preface.
Schedule 2 Covenant
1. You agree that you shall be responsible for all activities under your account with the Platform 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.
2. You further represent and warrant that:
2.1. you have obtained all necessary third-party licenses and permissions regarding all Marketing Materials, and you have the right and authority to create and post the Marketing Materials;
2.2. the performance of Marketing Services, including, without limitation, the hosting, displaying, distributing, and/or other methods of delivering Marketing Services, and/or any and all Marketing Materials are at all times compliant with any and all applicable laws and regulations in any applicable jurisdiction, as well as the terms set out herein;
2.3. the performance of Marketing Services, including, without limitation, the hosting, displaying, distributing, and/or other methods of delivering Marketing Services, and/or any and all Marketing Materials do 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 (the “Third Party Rights”);
2.4. the performance of Marketing Services, including, without limitation, the hosting, displaying, distributing, and/or other methods of delivering Marketing Services, and/or any and all Marketing Material:
a) does not contain any statement, image, product or other reference that in AliExpress’s sole discretion could be construed to be inaccurate misleading or harmful to the reputation of AliExpress or any of its affiliates, or which causes damages (including reputational damage) in any way to AliExpress or any of its affiliates;
b) does not include any statement, content or representation that criticizes, ridicules, disparages, or is, in AliExpress’s opinion, derogatory of AliExpress, the Alibaba Group, the AliExpress Site and/or the products sold on the AliExpress Site;
c) does not contain any statement, image, product regarding or such other reference to any competitor of AliExpress and/or any of its affiliates;
d) are not in any way dishonest or misleading. For example, no Marketing Material should suggest that the Promo Code is not subject to any limitations or restrictions (such as a fixed number of limited redemptions, pre-defined usage period, minimum spend threshold) or that viewers / followers are in any way entitled to use the Promo Code without limitation;
e) do not itself contain, and/or are not hosted, published, displayed, promoted, disseminated or otherwise distributed on any platform, site, portal or other channel that contains:
l any content that misrepresents or creates any untrue relationship or affiliation with AliExpress, its affiliates, and/or its senior management;
l any content that is defamatory or libelous;
l any unlawful content in any applicable jurisdiction;
l any content that promotes, encourages or aids and abets unlawful activities;
l any content that is discriminatory or promotes discriminations based on race, sex, religion, nationality, disability, sexual orientation, gender identity or age;
l any pornographic or obscene materials, including but not limited contents that depict the exploitation of minors, bestiality, rape sex, incest, or sex with graphic violence or degradation;
l any content that relates to gambling or casino related materials;
l any content that provides information on “how to” engage in computer hacking or unauthorized access of computer networks;
l any content that relates to the sale of drugs or other restricted or controlled substances;
l any content that specifically relates to the sale of prescription drugs;
l any content that relates to the sale of tobacco products, including but not limited to cigars, cigarettes, cigarette tobacco, pipe tobacco, hookah tobacco, chewing tobacco, and tobacco leaf;
l any content that relates to the sale or offering for purchase of any firearms, ammunitions, military ordnance, weapons (including explosive weapons), and/or any related parts or accessories;
l any content that infringes the legitimate intellectual property rights of others;
l any information that unlawfully discloses the business secrets of others;
l any content that is stolen or misappropriated from other websites;
l any content that is misleading or fraudulent; or
l any content that is contrary to public interests or public order.
3. Service Level
In the course of delivering Marketing Services, Participant shall:
3.1. ensure that the Marketing Services shall (i) meet the highest industry and professional standards of diligence, care, timeliness and skill exercised by experienced professional performing similar work; and (ii) comply with applicable laws and regulations, including the laws and regulations of the Territory;
3.2. ensure that all Marketing Materials shall:
a) include AliExpress Content;
b) in a high quality, including the text being comprehensive, interesting, creative, detailed and/or in any other way that makes a positive impression of the AliExpress Site to the viewers, and the image being interesting, creative, and in high resolution, which may be determined by the AliExpress at its sole discretion;
c) not same, repetitive, or highly similar to Marketing Materials prepared and/or posted by such Participant or any other Participants;
d) remain publicly accessible for at least six months after posting;
e) satisfy other requirements in the Task-specific Engagement Agreement, including, without limitation the following:
i. the Marketing Materials include AliExpress Content specified by AliExpress;
ii. the Marketing Materials include a link which redirect viewers to a designated page of AliExpress Site;
iii. the Marketing Materials are targeting users in the Territory specified by AliExpress;
iv. the Marketing Materials are created and/or posted on Social Media Platforms designated by AliExpress;
v. the Marketing Materials are created, posted and/or submitted within the time period specified by AliExpress;
vi. the Marketing Materials are submitted in a format specified by AliExpress;
vii. the Marketing Materials reaches the relevant number and/or rankings of likes, comments, views, shares on Social Media Platforms specified by AliExpress;
f) not include any content that violates any terms of the Relevant Rules;
(the Marketing Materials that satisfy the above requirements, “Qualifying Marketing Materials”).
3.3. amend, take down or delete the Marketing Materials if requested by AliExpress.
4. 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’s Social Media Account.
5. Participant shall be responsible for all activities on its account with the Platform 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 Platform.
6. Participant shall submit required information to AliExpress (the “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 Platform Account. Your privacy data will be subject to AliExpress Privacy Policy provided you are an individual supplier.
7. For purpose of the services under 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 Marketing Services. Participant may refuse to receive any direct emails, notices and/or pushes by closing the relevant function on its Platform Account.
8. You shall not use any method or technology to interfere with the tracking and recording system of AliExpress and shall not be involved in any Fraud in the course of providing Marketing Services. You agrees to use effective technology to detect and prevent unusual activity which involves Fraud, and shall inform AliExpress timely for any detected Fraud.
9. AliExpress shall be entitled to determine and declare Fraud at its sole reasonable discretion and shall not be charged for any Qualifying Marketing Materials or other behaviors involving Fraud.
10. In the event of any Fraud, determined at AliExpress’s sole reasonable discretion, and AliExpress shall be entitled to 1) deduct, chargeback, invalidate any Service Fee, either in a dollar amount or an AliExpress Coupon, wrongfully or inappropriately credited and/or paid to Participant, without further notification to such Participant; 2) take legal actions in such instance to recover any outstanding amounts.