Overseas Affiliate Network Marketing Service Agreement
Effective as of February18,2022
[Read carefully] You should carefully read this agreement before clicking to confirm this agreement or applying for the use of overseas affiliate network marketing services. Please be sure to read carefully and fully understand the contents of each clause. You should especially focus on reading the clauses specially marked in bold, such as exemption or limitation of liability, application of law and dispute resolution.
This Overseas Affiliate Network Marketing Service Agreement (“Agreement”) is entered into between a registered Seller (“Seller”/ “You”) on the AliExpress Platform (www.aliexpress.com) receiving the overseas affiliate network marketing services (“Marketing Services”), on one hand, and Alibaba (China) Technology Co., Ltd. established in China and Alibaba.com Singapore E-Commerce Private Limited established in Singapore (collectively “AliExpress”) on the other hand.
Prior to application for use of the Marketing Services, the Seller shall fully read the contents of this Agreement carefully, especially those in bold. If the Seller refuses to accept anything herein, it shall not submit the application. Regardless of whether the Seller has actually read this Agreement; this Agreement shall become legally binding on the Seller once the Seller accepts this Agreement by clicking the “agree” button or actually uses the Marketing Services.
1. Content and Effect of Agreement
1.1 This Agreement consists of the main body hereof and all rules, regulations, notices and announcements published or to be published in the future by AliExpress in relation to the Marketing Services (collectively “Rules”). Such Rules are an integral part of and shall have the same legal effect as the main body of this Agreement.
1.2 AliExpress has the right to formulate or amend this Agreement and/or the Rules in light of its needs from time to time and notify the Seller of the same by means of public announcement on AliExpress’s websites (including the Global AliExpress Platform and/or other websites operated by AliExpress or its affiliated companies). The amended Agreement and Rules shall take effect after a reasonable period of time specified in the announcement.. If the Seller disagrees with any amendment, it shall immediately stop using the Marketing Services, and its continued use of the Marketing Services or participation in any activities in connection with the Marketing Services shall be deemed as the Seller’s acceptance of the amended Agreement and/or Rules.
2. Definitions
2.1 Overseas Affiliate Network means the overseas advertising affiliate network program, whose major profitability model or one of whose profitability models is Cost per Sale (“CPS”, namely charging a certain percentage of Commission based on Successful Sales), including the overseas advertising Affiliate platform (https://portals.aliexpress.com/, “Portals”) and the overseas publishers of promotional information registered on the Portals (“Overseas Publishers”).
2.2 Marketing Services, i.e., the overseas affiliate network marketing services, means the promotion services performed by AliExpress overseas in respect of the Promoted Commodities of the Seller.
2.3 Promoted Commodities means the commodities listed by the Seller on the AliExpress platform, which are set to be or applied to be promoted through the Marketing Services, in each case in compliance with the promotion requirements specified by AliExpress.
2.4 Successful Sale means that a transaction of the Promoted Commodities is concluded through the Marketing Services, the logistics records show that such Promoted Commodities have been delivered, and the buyer has confirmed the delivery through making payments (or other circumstances regarded by AliExpress as a successful sale).
2.5 Actual Sales Amount means the transaction amount of the Promoted Commodities in a Successful Sale, excluding freight, refund prior to confirmation by the buyer through making payments or any fees collected by any other third party from the Seller (unless otherwise specified by AliExpress in respect of the Marketing Services).
2.6 Commission means the promotion fees collected by AliExpress in respect of the Actual Sales Amount, which are calculated at the percentage set by the Seller in advance.
2.7 Commission Rate means the calculated proportion of marketing and promotion expenses set by the Seller for the commodities promoted or set by default in the system, including category promotion fee rate, commodity promotion fee rate, commodity promotion activity fee rate, etc.
2.8 Day means natural days, except as otherwise indicated in this Agreement.
3. Service Details and Limitation
3.1 The Marketing Services agreed herein is an integrated marketing service solution provided to Seller, including but not limited to:
(1) through oversea affiliate marketing system to generate promotion codes for Seller so as to realize data statistics and billing of such promotion;
(2) record network users’ behavior, transaction counting and settlement data, anti-cheating, etc.;
(3) for the high cost-performance-effective commodities meets the selection requirements of channels, give more weight to promote on those core deal station of oversea channels;
(4) give commodities of high conversion rate better ranking in those exclusive and professional occasions, including the best page, SVD Affiliate exclusive channel, etc.;(5) provide traffic support for those commodities Seller applied for Affiliate U Plan (U Recommendation & U Selection Plan), as well as for main site search and recommendation during the U Plan activities period.
Note: The above service is aimed at using marketing services of this Agreement through PC. Also, due to user experience, equipment development, technical limitations and other reasons, AliExpress has no obligation to ensure that the above services can be fully or partially realized.
Seller understands and agrees that marketing services may be added or modified due to business development needs, or the provision may be suspended due to regular or irregular maintenance, and Sellers will be notified of the corresponding changes.
3.2 Seller Confirms and Agrees
3.2.1AliExpress will launch promotional commodities information in the Overseas Affiliate Network so that overseas publishers can select promotional commodities based on the Portals, to publish promotional information so as to achieve the overseas sales of such commodities . For the purpose of this Agreement, the Seller agrees and authorizes the AliExpress to pass some of the services to its related parties to perform.
3.2.2 AliExpress has the right to set different minimum commission rates according to the commodity categories and other factors. For commodity categories, the classification of AliExpress websites shall prevail.
3.2.3 The Seller understands and agrees that AliExpress does not guarantee in any form whether the promoted commodity is selected by the Oversea Affiliate Network and the effect of the marketing service.
3.2.4 AliExpress shall have the right to refuse, without prior notice, the promotion of Seller’s commodities in part or in whole, and shall not be liable to the Seller in this regard.
3.2.5 If the Seller stops using the marketing service for any reason, the Seller shall bear all commissions, other expenses and related responsibilities for the services that occurred and the successful sales orders generated before the effectiveness of such withdrawal.
3.2.6 Whether the online transaction is a successful sale shall be subject to record of AliExpress.
4. Application and Use of Services
4.1 You confirm that before applying Affiliate marketing services, you should meet all the following conditions:
(1) You must be an organization with full competence to use this marketing service and legally qualified to run a business. If you do not have the above qualifications, you shall bear all the consequences arising therefrom in accordance with the law.
(2) You must register as a Seller of AliExpress. The Seller's store and its commodities information must comply with the rules of the AliExpress. Other conditions will be announced separately on the AliExpress website. If you lose your identity as an AliExpress Seller for any reason, this agreement will automatically terminate;
(3) No serious violation of AliExpress platform rules; and
(4) Other conditions that AliExpress consider necessary.
4.2 The Seller shall provide his own information according to the requirement of AliExpress, and shall promptly notify AliExpress of any changes to the information during the use of the marketing service;
4.3 AliExpress has the right to review the materials provided by the Seller to determine whether agrees Seller to use the marketing service. If the change of the Seller's information causes the Seller no longer meet the conditions for using the marketing service at any time, AliExpress has the right to immediately terminate or suspend the Seller's qualification to use marking service;
4.4 Sellers can voluntarily apply to withdraw from marketing service. For the details of how to withdraw, please refer to the Affiliate Network Operation Guide for Seller at Seller’s operation station.
5. Promotion and Commission Calculation
5.1 Unless otherwise expressly agreed by AliExpress, the basic principles of commission calculation in this article shall apply to all promotion methods supported by overseas Affiliate marketing
5.2 Commodity promotion: transaction concluded of Promoted Commodities within 15 days from the buyer clicking the promotion link (unless otherwise agreed with AliExpress), shall be treated as the transaction brought by marketing service. Such commission shall be calculated according to the "commission base x the applicable commission rate for the commodities. Unless otherwise specified by AliExpress, the "commission base" shall be based on the actual transaction price when the buyer successfully purchases the commodities promoted by Marketing Service(referring to the payment amount under the transaction order involved in the corresponding promotion commodities, excluding freight, the same below), and the "commission rate applicable to the commodities " shall be based on the commission rate set by the Seller when the commodities promoted by the Marketing Service are successfully purchased.
5.3 If the Seller takes the initiative to click to exit the marketing service, the exit will be effective at PST 0:00 on the next day after confirmation of exit. After the exit takes effect, all channels will stop the promotion of the commodities. During the period of clicking confirmation of the exit and the official effectiveness of exit, the orders placed by the buyer will be considered successful by AliExpress, the Seller still needs to pay the commission to AliExpress according to the commission rate applicable to the ordered commodities.
5.4 The range of commission rate for Seller to set up may differ according to the different product categories, the detailed scope please refer to the system.
5.5 Under the same promotion, the promoted commodities set up by Seller to be promoted through marketing service, the commission of such transaction shall be calculated according to the following commission rate applicable rules:
5.5.1 If a commission rate has been set for the commodity, such commission rate shall apply first.
5.5.2 If there is no commission rate for the commodity but the main commission rate has been set, such main commission rate shall be applied first to calculate the commission.
5.5.3 If there is no main commission rate but the category commission rate has been set, such category commission rate of the category to which the commodity belongs shall be used first to calculate the commission.
5.5.4 If no commission rate is set for marketing commodities and main commodity categories, the commission will be calculated according to the default commission rate. The default commission rate showed in the system shall prevail.
5.6 In order to better achieve the promotion, AliExpress has the right to adjust the setting dimensions, scope and default promotion fee rate of marketing service, details are subject to platform notification.
6. Fees and Payment
6.1 The Seller shall pay commissions to AliExpress at the Commission rate set in advance in respect of the Successful Sales Amount generated from the contribution of marketing service.
6.2 The Seller acknowledges that the data of Successful Sales Amounts and Commissions shall be subject to the records of AliExpress and the Overseas Affiliate Network.
6.3 The Seller agrees that Commissions will not be refunded if there is any return or replacement of the Promoted Commodities, or any refund or dispute after a transaction is concluded successfully.
6.4 If the Commissions are not fully paid for any reason, the Seller authorizes AliExpress or its affiliates to deduct the outstanding amount from other transaction amounts of the Seller or any form of deposits already paid by the Seller, and AliExpress may terminate or suspend the Marketing Services.
6.5 The Seller acknowledges that AliExpress has actually subsidies Seller in the actual promotion cost, including but not limited to technical service fees and commissions AliExpress should have charged but in fact not.; provided, however, that AliExpress may cancel the subsidies in part or in whole at any time and/or collect such technical service fees and commissions from the Seller. In such case, if the Seller refuses to pay such fees and commissions, AliExpress shall have the right to terminate or suspend the Seller’s use of the Marketing Services.
6.6 Except the Commissions, AliExpress does not charge fees for other services provided under this agreement, provided that AliExpress reserves the right to charge fees for such services. If the Seller disagrees with such charges or the terms of such charges, then AliExpress shall have the right to terminate or suspend the Seller’s use of the Marketing Services.
7. Representations and Warranties of the Seller
7.1 Seller warrants that it has legal rights in the Promoted Commodities. If such Promoted Commodities or any information thereof are suspected of infringing others’ rights or violating laws and regulations of any country (or region), AliExpress may remove such Promoted Commodities and the consequences arising therefrom shall be undertaken by the Seller.
7.2 Seller warrants that it will make full and timely payment of the Commissions and other relevant fees hereunder.
7.3 Seller warrants that all materials and information provided by it to AliExpress are true, accurate and complete, without any violation of laws and regulations or suspected infringement on others’ rights.
7.4The Seller further promises AliExpress that:
7.4.1 the Promoted commodities and contents do not contain any of the following contents or links to such contents, including but not limited to:
(1) Discriminatory content: advertising content of hatred, violence, harassment, abuse, threats or racism, including but not limited to harming animal, towards individuals or groups of any race, gender, belief, nationality, handicap, religious belief, age, language, sexual orientation, gender identity or financial status;
(2) Defamatory Content: Defamatory, defamatory or vilified advertising content, including but not limited to advertisements containing excessive use of killing, bloodshed, violent gun battles, or negative descriptions of humans or animals (e. g. actual or implied images of abuse or harsh treatment).
(3) Blasphemous content: blasphemous or obscure advertising content, including disgusting words or phrases.
(4) Adult content: advertising content which promotes adult themes or contain unpleasant graphic, or characterized by nudity, such as Indian love classics, obscene or pornographic content, or content promoting "basic knowledge" and other sexual games (excluding contraceptives; See below).
(5) Age-limited content: advertise or content that contains age-sensitive products and services, including content that explicitly or implicitly mentions frequent or violent violence or any adult theme, must be properly delivered to the target age group.
(6) Controversial content: advertising content that is considered offensive or unpleasant or contains personal attacks, bullying or intimidation against individuals, individual enterprises or institutions.
(7) Deceptive or false content: advertising content containing deceptive, false or misleading information, including but not limited to deceptive statements, concessions, business practices or false degrees, certifications or documents.
(8) Improper business practices: Improper incentives to download or manipulate, filter or falsify comments, feedback, clicks or downloads of advertising content.
(9) Alcohol content: The content that promotes sales or consumption or mentions the use of alcoholic beverages, must be properly delivered to the target age group. All text, pictures, videos and audio used for promotional and/or advertising purposes must describe age-appropriate people and scenes.
(10) Pharmaceutical Content: The content that promotes pharmaceutical products, medical devices, medical services or treatments must comply with all applicable federal, state, local, provincial, and applicable laws or regulations.
(11) Gambling Activities: Any gambling activities, including but not limited to gambling or lottery activities, are prohibited from being implied in advertisements.
(12) Dangerous activities: advertising content that encourages dangerous behaviors;
(13) Legality in doubt: advertising content which includes illegal information, including but not limited to information that infringes personal privacy or third-party intellectual property rights; or advertising content of products or services that promote legality in doubt, including But not limited to any and all products that are restricted and prohibited on AliExpress.com in accordance with our product shelf policy. It includes but not limited to the following advertisements:
a) Advertisements for adult products and services (except contraceptives; see below);
b) A government endorsement that claims to be linked to a government project but does not have a written endorsement, e.g. the enclosed URL does not contain ". gov".
c) Use of the advertising content of an individual who is drunk or forgotten for other reasons;
d) Advertisements for cigarettes (including electronic cigarettes), cigars, smokeless tobacco and other tobacco products or use of tobacco;
e) Advertisements promoting products or services used to bypass copyright protection, such as marketing or wired signal descrambler;
f) publicizing advertisements mainly used for the sale of counterfeit goods or products or services engaged in pirated activities;
g) advertising containing or referring to get-rich-quick or pyramid schemes or concessions or any other deceptive or fraudulent concessions;
h) Advertisements for illegal or recreational drugs or drug paraphernalia;
i) Advertisements promoting counterfeit, counterfeit or pirated products or promoting copies or imitations of designer products;
j) Advertisements promoting firearms, weapons, ammunition or related accessories;
k) advertising specific securities or providing or purporting to provide inside information;
l) Advertising containing unsubstantiated factual claims and unsubstantiated claims; and
m) contains or advertise any illegal act, product or enterprise;
7.4.2 Contents that violate relevant laws, regulations, policy documents and/or Content expressly prohibited by AliExpress platform through Seller rules or announcements, and contents that violate “AliExpress Platform Rules (Seller Rules)”;
7.4.3 Content that violates public order and good customs;
7.4.4 If the Seller intends to include the following contents in the specified content or advertisement, it shall obtain AliExpress's further written consent, otherwise it shall not be submitted or published:
(1) Advertisements involving alcohol;
(2) Advertising content containing skill games;
(3) advertising of contraceptive products.
7.5 The Seller undertakes to act in good faith during its daily operation and strictly comply with all the agreements signed with AliExpress and all the rules published or amended on AliExpress’s websites from time to time, including without limitation the Global AliExpress Platform rules and the Rules in relation to the Marketing Services.
7.6 The Seller expressly understands and agrees that it shall indemnify AliExpress against any loss suffered by, or any third-party claim against, or any administrative penalty on, AliExpress or any of its affiliates due to the Seller’s violation of relevant laws or breach of any provision hereof, including without limitation reasonable attorney‘s fee.
8. Valid Notice
8.1 Notices to be sent by AliExpress to the Seller may be sent through email, announcement on the public zone of web page, alert in personal network area, SMS or regular mail, and such notices shall be deemed as having been duly delivered to the Seller or become effective on the date when it is sent.
8.2 The Seller agrees that any notice sent to AliExpress shall be sent to the email address, mailing address or fax number duly published by AliExpress or notified to the Seller through the means set forth in Article 8.1 hereof, or be delivered through other methods recognized by AliExpress.
9. Limited Liability
9.1 The services provided by AliExpress hereunder will be provided on an “as is” and “as available” basis. AliExpress hereby expressly disclaims any warranty, explicit or implicit, in respect of the services, including but not limited to warranties, representations or undertakings with respect to the suitability, no error or omission, continuity, accuracy, reliability, and fitness for a particular purpose of the services.
9.2 AliExpress disclaims any undertaking or warranty in respect of the effectiveness, accuracy, correctness, reliability, quality, stability, completeness and timeliness of the technologies and information involved in the services.
9.3 Under no circumstance shall AliExpress be liable for any failure of or delay in providing the services owing to Internet connection failure, breakdown of computer, communication or other systems, power failure, strike, labor dispute, rebellion, insurrection, riot, lack of productivity or production materials, fire, flood, storm, explosion, force majeure, war, government act, order from international or domestic court, or omission of a third party.
9.4 AliExpress shall not be liable for any damages arising out of any from any of the following ,including but not limited to damages for loss of profit, goodwill, usage, data, etc. or other intangible losses (whether or not AliExpress has been informed of the possibility of such damages):
9.4.1 use of or inability to use the services;
9.4.2 fees incurred by purchasing or obtaining any commodity, sample, data or information, or by conducting transactions through the services, or by other alternative acts;
9.4.3 unauthorized access, modification or transmission of data;
9.4.4 representation given or act conducted by a third party through the services; or
9.4.5 other matters relating to the services, including negligence.
10. Termination of Agreement
10.1 Marketing services shall be terminated under any of the following circumstances:
(1) The Seller voluntarily applies to withdraw from the marketing service;
(2) AliExpress unilaterally notify the Seller to terminate the use of marketing services;
(3) The Seller no longer meets the conditions for use;
(4) this Agreement is terminated in accordance with the agreement when Seller is in violation of the relevant AliExpress terms of service, any rules and any agreement under this agreement;
(5) Other circumstances where AliExpress considers it is necessary to terminate the marketing service.
10.2 Seller must be fully and independently liable for any compensation and liability arising from acts prior to the termination of this Agreement, regardless of the reason for the termination of this Agreement.
11. Dispute Resolution and Miscellaneous
11.1 The effectiveness, interpretation, amendment and application of this Agreement and any dispute in connection with this Agreement shall be governed by the laws of the People’s Republic of China (excluding the laws of Hong Kong, Macao and Taiwan). Disputes arising from the performance or interpretation of this Agreement shall be resolved through friendly consultations between the parties; If negotiation fails, you and AliExpress both agree to be under the jurisdiction of Hangzhou Internet Court.
11.2 If any provision hereof is deemed invalid or unenforceable, such provision may be severed and the remaining provisions hereof shall remain legally effective.
11.3 AliExpress’s waiver of its rights hereunder in case of any negligence or breach hereof by the Seller shall not be construed as its waiver in respect of any other or subsequent similar negligence or breach by the Seller.
11.4 ]This Agreement shall supersede all prior oral and written agreements, arrangements, understandings and communications reached by the Parties in relation to any matters hereof.
11.5 AliExpress has the right to transfer all of its rights and obligations hereunder to its affiliates in light of its business adjustment and notify the Seller of such transfer by means specified herein, against which the Seller undertakes to raise no objection.