ALIBABA.COM GOLD SUPPLIER™ SERVICES AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

1      Acceptance of Terms

1.1      WELCOME TO ALIBABA.COM'S GOLD SUPPLIERTM SERVICE. This Alibaba.com GOLD SUPPLIER^TM Services Agreement (this "Agreement") governs the Gold Supplier^TM membership service (“Gold Supplier Service”) and/or any related Value Added Services set out in clause 3.2 (collectively, the “Services”) offered to you by Alibaba.com (as defined below) through the web site identified by the uniform resource locator www.alibaba.com (the "Site" or “Website”). If you are outside of India and Malaysia, you are contracting with Alibaba.com Singapore E-Commerce Private Limited (“Alibaba Singapore”) under this Agreement. If you are from India, you are contracting with Alibaba.com India E-Commerce Private Limited (“Alibaba India”). If you are located in Malaysia, you are contracting with Alibaba Commerce Services (Malaysia) Sdn. Bhd. (“Alibaba Malaysia”). The contracting Alibaba entity shall be referred to as “Alibaba.com”. BY SUBMITTING YOUR APPLICATION OR SERVICE ORDER OR MAKING ANY PAYMENT FOR ANY SERVICES WHETHER ONLINE VIA THE SITE OR OFFLINE OR VIA OUR AUTHORIZED SALES AGENT, OUR AUTHORISED RESELLER, OR OUR AUTHORIZED CHANNEL PARTNER, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.

1.2      This Agreement applies to all Services and governs all applications or service orders for the Services (each referred to as a “Service Order”).  In case of any conflict between the terms of this Agreement and those of a Service Order, the terms of the Service Order shall prevail.

1.3      If a Service Order includes the Gold Supplier Service, this Agreement will take effect on the later of the day when (i) you have paid the total service fees in full under the Service Order, and (ii) you have successfully completed the A&V (as defined below).

1.4      If a Service Order includes Value Added Services only and does not include the Gold Supplier Service, you must concurrently be an existing Gold Supplier member. This Agreement will take effect on the day when you have paid the total service fees in full within the prescribed period set forth in the Service Order or otherwise acceptable to Alibaba.com and shall remain in force until the last date of the relevant service periods of the Services unless early terminated in accordance with this Agreement.

1.5      Alibaba.com may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. After posting by Alibaba.com of the amended and restated Agreement, your continued use of the Services shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of Alibaba.com.

1.6      The Services are provided subject to the Terms of Use Agreement, and all rules and policies of the Website (including without limitation the Privacy Policy, Product Listing Policy and any rules, policies and special terms and conditions applicable to any Value Added Services), each published on the Site and as may be revised from time to time (collectively, the “Website Terms”).  You hereby agree to comply with such Website Terms at all time.

1.7      As some or part of the Services may be supported and provided by affiliates of Alibaba.com, Alibaba.com may delegate some of the Services to its affiliates, particularly Alibaba.com (Europe) Limited, who you agree may invoice you for their part of the Services.

1.8      If you are located in Malaysia, you agree to use those logistics and related settlement and other financial products as may be offered by Alibaba.com (and its affiliates), which may be governed by separate terms and conditions applicable to Malaysian members only.

2      Authentication and Verification

2.1      Registration for the Gold Supplier Service is subject to verification and authentication procedures to verify the registration information and such other information about you as deemed appropriate by Alibaba.com (the “A&V”).  "Authentication" refers to confirmation by the A&V Agency of your business registration. "Verification" refers to confirmation by the A&V Agency that the contact person indicated in the Service Order is your authorized representative to represent you on the Site.  You authorize Alibaba.com and its authorized third party security service provider (at Alibaba.com’s sole choice) (the “A&V Agency”) to conduct the A&V about you.  You agree to provide all necessary information and render all reasonable assistance and cooperation that either Alibaba.com or the A&V Agency may require in order to complete the A&V.

2.2      If you fail the A&V for the first time, upon your request and at your cost, Alibaba.com may conduct the A&V for the second or more times at the additional charge of US$100 per A&V.  However, in no event shall Alibaba.com be obliged to conduct any A&V after three (3) calendar months from the date of your Service Order.  If you fail to successfully complete the A&V within the above 3 months period, your Service Order for the Services will be deemed to be cancelled.

2.3      If you fail the A&V and then cancel the Service Order or if you are deemed to cancel a Service Order upon the expiry of the above-mentioned 3 months period, Alibaba.com will refund the service fees in accordance with our established practices, provided, however that Alibaba.com shall have the right to deduct US$100 as administrative charges in connection with the A&V that has been conducted as well as any other applicable charges, levies, costs and expenses that may be incurred in connection with or arising from such refund.  You shall provide to us correct bank account details and other information necessary for Alibaba.com to process and make the refund.  In case you fail to provide the required information within three (3) months, you will be deemed to have waived any claim in respect of such refund money, and Alibaba.com shall be entitled to forfeit absolutely the entire service fees paid by you without any liability to you.

2.4      Any changes to the information that has been verified under the A&V shall be subject to new A&V at Member's own expense.  If Member fails to make payment and the changed information is not verified, Alibaba.com may, in its sole discretion, suspend or revoke all Services with respect to such Member without any refund or other compensation to Member.

2.5      Upon each renewal of the Gold Supplier Service, the A&V shall be carried out by Alibaba.com in accordance with this clause 2. If you purchase the Gold Supplier Service for more than one year, you shall also undergo and pass the A&V annually prior to the expiry date of each annual placement period in accordance with this clause 2.

2.6      You agree not to hold Alibaba.com and our affiliates liable for any errors or omissions made (whether or not negligent, intentional or otherwise) by an A&V Agency.

2.7      Alibaba.com may, at its discretion and subject to authorization by the A&V Agency (if any), display a sign or mark or other materials as Alibaba.com considers appropriate to indicate that Member has passed the A&V.  However, Member shall not make any use of such sign or mark for any purpose without prior written consent by Alibaba.com.

2.8      You acknowledge that, despite your completion of the A&V process and/or any subsequent registration as a Gold Supplier member (“Member”), Alibaba reserves full right and discretion, for (including but not limited to) compliance and/or internal governance reasons, to reject your registration for the Gold Supplier Service or to deregister you as a Member (if you were already registered). If this occurs, Alibaba.com shall at its sole discretion refund within 90 days to you the pro-rated amount of any fees received from you for unused Services for the remainder of the Service Period after the termination date

3      Services

3.1 The Gold Supplier Service is determined based on the Gold Supplier Package purchased by Member. Gold Supplier Package means either of the basic, basic pro, standard , premium or verified supplier membership services with certain value added services of the Alibaba.com Website.

3.2 The Gold Supplier Service has the following core features (which may be modified or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Alibaba.com upon notification):

3.2.1   Company Profile - allows Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, products and services offered, etc.;

3.2.2   Product Showcase - allows Member to display and edit descriptions, specifications and images of its products;

3.2.3   Trade Lead Posting - allows Member to post on the Site for public display offers to buy or sell Member’s products and services;

3.2.4    TrustPass^TM Profile - display Member's information verified by the A&V Agency under the A&V.

3.3      The Value Added Services, which are governed by separate additional terms under each Value Added Service, include the following:

3.3.1   Smart Marketing Service: A service supported by Alibaba.com using its software and automated tools to optimize the promotion of GGS Suppliers' product listings in priority to other product listings in search results on the Website. Gold Suppliers will be charged only whn such listings are clicked on by Website users; 

3.3.2    Keyword Advertising Service: A service where Gold Suppliers can bid for relevant keywords to allow their promoted product listing to be listed in priority to other product listings in search results on the Website. Gold Suppliers will be charged only when such listings are clicked on by Website users; and

3.3.3   Product Showcase: To place products of Gold Suppliers in priority ranking on the Website.

3.4      These Value Added Services are offered only to Members whose service period for the Gold Supplier Service is still valid, and not all Value Added Service(s) may be available in every country.

3.5      Alibaba.com reserves the right to change, upgrade, modify, limit or suspend the Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice.  Alibaba.com further reserves the right to introduce new features, functionalities or applications to the Services or to future versions of the Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Alibaba.com, and in particular:

3.5.1   in the event that Alibaba.com decides, at its sole discretion, to upgrade or modify a Value Added Service in a particular country, upon reasonable notice to affected Members of the above, Alibaba.com may convert any credit or unused amount in the relevant Value Added Service account of the affected Member to corresponding credits in the upgraded or modified Value Added Service offering, at such rate to be determined by Alibaba.com; and/or

3.5.2   in the event that Alibaba.com decides, at its sole discretion, to terminate or discontinue a Value Added Service permanently in a country, Alibaba.com may, upon reasonable notice to affected Members, either: (i) convert or upgrade such affected Member to another Value Added Service in accordance with clause 3.3(a) ; or (ii) refund the affected Member any unused amount or pro-rated amount (as the case may be) of any fees paid by such Member for unused Value Added Service as at the Value Added Service termination date based on the records of the Value Added Service account held by Alibaba.com, at such exchange rate utilized by Alibaba.com as at the relevant date in the event of any currency conversion (if applicable), less any applicable bank fees or charges.

3.6      The Services are offered only to business or corporate entities (e.g. corporations, limited liability companies, partnership, sole proprietors, etc.) that are capable of having a business name and business address that may be verified by the A&V Agency.

3.7      The Services shall not be available to a business entity (i) incorporated or organized under the laws of the mainland China, Hong Kong, Macau or Taiwan or (ii) whose contact details (e.g., telephone or facsimile number or business address) posted on the Site are within the mainland China, Hong Kong, Macau or Taiwan.  Alibaba.com may suspend or terminate the Services to such entity without notice. Entities which are deemed as “offshore entities” will not be eligible to subscribe for the Gold Supplier Service pursuant to the terms and conditions of this Agreement. For purposes of this Agreement, “offshore entities” shall refer to entities which are either (a) registered or incorporated outside the country in which it has its main offices and operations, or (b) entities which are registered or incorporated outside the country where its principal shareholders reside. Notwithstanding the aforementioned, Alibaba.com shall reserve the sole discretion to determine whether a potential subscriber would be deemed as an “offshore entity” for purposes of this Agreement. In the event this occurs prior to (as the case may be) the undertaking or completion of A&V, Alibaba.com shall be entitled to terminate this Agreement pursuant to Clause 8.1(10) of this Agreement and will refund the service fees in accordance with our established practices, provided, however that Alibaba.com shall have the right to deduct US$100 as administrative charges in connection with the A&V that has been conducted (if applicable) as well as any other applicable charges, levies, costs and expenses that may be incurred in connection with or arising from such refund.

3.8      Member shall keep confidentiality and proper custody of its Member ID and Password of the account assigned to Member in connection with its use of the Services (the “Account”).  A set of Member ID and Password is unique to a single Account.  Member agrees that it shall be solely responsible for any use of its Account (including without limitation publishing of any information and materials, accepting any online rules and agreements, subscribing for or purchasing any service or product online) and any use of its Account will be deemed by Alibaba.com as having been fully authorized by such Member.  Member shall not share with, assign to or permit a third party to use its Account, Member ID or Password (collectively, "multiple use").  Member acknowledges that multiple use of its Account with any third party may cause irreparable harm to Alibaba.com or other users of the Site, and agrees to indemnify Alibaba.com and its affiliates against any loss or damages suffered by Alibaba.com and its affiliates as a result of multiple use of its Account. If Member fails to take necessary measures to maintain the security of the Account or to prevent the risks of unauthorized access, Alibaba.com shall have the right to suspend the provision of the Services or terminate this Agreement without any refund or other compensation to Member.

3.9      Alibaba.com shall have the right, but shall not be obliged, to monitor or examine any information and materials including any website link that Member publishes or submits to Alibaba.com for publishing on the Site (the “Member Materials”).  Publishing of Member Materials shall by no means mean that Alibaba.com has endorsed or otherwise certify the contents of such Member Materials.  Member shall be solely responsible for the contents of its Member Materials.

3.10      If any activities of Member on the Site or any Member Materials (including material accessible through a link in the Member Materials), in Alibaba.com’s reasonable opinion, are in violation of any applicable laws and regulations or a third party’s legitimate rights (including without limitation intellectual property rights), the terms of this Agreement or the Website Terms or may otherwise subject Alibaba.com or its affiliates to liability, Alibaba.com may, at its option, delete, remove or modify such Member Material or any part thereof and/or limit or suspend the provision of the Services or any part thereof (including without limitation limiting the number or types of product listings that the Member can publish on the Site for such duration as Alibaba.com may in its sole discretion consider appropriate).

3.11    Alibaba.com reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Alibaba.com may disclose Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action.  Alibaba.com shall not be liable for damages or results thereof, and Member agrees not to bring any action or claim against Alibaba.com for such disclosure. In connection with any of the foregoing, Alibaba.com may suspend or terminate Member’s Account as Alibaba.com deems appropriate at its sole discretion.  Alibaba.com shall have the right to publish the records relating to handling of complaints against Member, breaches by Member or termination of this Agreement on the Site.

3.12     Member hereby grants to Alibaba.com a non-exclusive, royalty-free, sub-licensable, worldwide, transferable license to (a) display, publish or transmit all or part of the Member Materials or any adaptations thereof, (b) link, copy, store, adapt, translate or make other reasonable use of all or part of the Member Materials or any adaptations thereof, necessary to provide the Services in any medium known now and in the future.

3.13     Member authorizes Alibaba.com (Alibaba.com however has no obligation) to, directly or indirectly, in such form and at such time and conditions at Alibaba.com’s sole discretion, promote, on behalf of Member, any Materials.  To the extent that Alibaba.com does not materially modify such Materials, Member agrees and undertakes that it shall be solely responsible for, and shall keep Alibaba.com fully indemnified against any action, liability, claim, loss, damage and expense (including legal cost) arising from or related to such Materials.

3.14     Alibaba.com reserves the right to improve or update the Services at any time, including improvement to or upgrade of the company and product classifications, ranking etc.

4      Service Period

4.1      Unless otherwise agreed by the parties, the service period for the Gold Supplier Service shall be one (1) year from the activation date of the Account.   Activation of the Account shall be notified to Member via email to such email address provided by Member upon registration for the Service.

4.2      The service period for any Value Added Service shall be the agreed period specified in the relevant Service Order provided that if Member’s Gold Supplier Service expires or terminates, all of its Value Added Services under the same Account shall terminate simultaneously, unless otherwise provided for pursuant to the respective terms and conditions of each of these Value Added Services.

4.3      This Agreement will expire on the day when all the service periods expire unless early terminated according to the terms of this Agreement.

5      Fees and Payment

5.1      In consideration of Alibaba.com's agreement to process the application and, subject to the A&V, to provide the Services, you agree to pay Alibaba.com (or its relevant affiliate and/or authorized sales agent, authorized resellers, or authorized channel partners) the service fees.  All service fees shall be payable in advance to Alibaba.com or its affiliate or authorized agent, authorized reseller, or authorized channel partner by wire transfer, credit card, third-party payment system (including but not limited to PayPal) or such other method acceptable to Alibaba.com, in US Dollars or its equivalent in such other currency as permitted by Alibaba.com. In the event where you choose to pay the service fees using credit card, you acknowledge and agree that such payment will be processed by Alipay Singapore E-Commerce Private Limited, its affiliates, and/or any other payment service provider authorized by Alibaba.com. Any such process by Alipay Singapore E-Commerce Private Limited shall be subject to its services agreement which is available at https://global.alipay.com/doc/platform/sfe2r7. Except as provided in clauses 2.3 and 3.5, all payments made for Services are non-refundable.

5.2      You shall be responsible for and shall pay all Taxes due under these Terms and on all amounts payable hereunder.  Unless otherwise indicated, all amounts payable by you to Alibaba.com are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to Alibaba.com as applicable and as required by law such that the net amount actually received by Alibaba.com equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to Alibaba.com where you has provided Alibaba.com with evidence to Alibaba.com's satisfaction of a lawful and applicable exemption for such 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. Notwithstanding anything else contained herein, all amounts payable by you pursuant to these Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under these Terms, you (A) shall pay an additional amount such that the net amount actually received by Alibaba.com, after such withholding, equals the full amount of the payment then due, (B) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (C) shall furnish Alibaba.com as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority. “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.

5.3      Alibaba.com reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.

6      Member Responsibilities

6.1      Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Alibaba.com’s provision of the Services.  If Member’s failure to do so results in delay in the provision of any Service, Alibaba.com shall not be obliged to extend the relevant service period or liable for any loss or damages arising from such delay.

6.2      Member represents, warrants, and undertakes (where applicable) to Alibaba.com that:

6.2.1   it has the full power and authority to enter into this Agreement, to grant the license and authorization and to perform its obligations hereunder;

6.2.2   it will carry on its activities on the Site in compliance with any applicable laws and regulations;

6.2.3   it will not use the Services to defraud users of the Site or engage in other unlawful activities (including without limitation spamming, allowing another to use its business registration information to subscribe for an Alibaba.com service);

6.2.4   it has the legitimate right and authorization to sell, distribute or export all products or services it posts on the Site or otherwise referred to in its Member Materials;

6.2.5   all contents of its Member Materials are true, lawful and accurate, and are not false, misleading or deceptive;

6.2.6   it will not impersonate any person or entity, or misrepresent itself or its affiliation with any person or entity;

6.2.7   it will not post any product or service listing in breach of the Site’s Product Listing Policy, and its Member Materials or any product or service referred to in its Member Materials do not infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right, rights of publicity and privacy or other legitimate rights;

6.2.8   its Member Materials do not contain information that is defamatory, libellous, threatening or harassing, obscene or sexually explicit or harmful to minors;

6.2.9   its Member Materials do not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

6.3      Member agrees and undertakes that it will not:

6.3.1   copy, reproduce, exploit or expropriate Alibaba.com's various proprietary directories, databases and listings;

6.3.2   use or distribute any computer viruses or other destructive devices and codes that may harm, interfere with, intercept or expropriate any software or hardware system, data or personal information;

6.3.3   gain or attempt to gain authorized access to the computer systems or networks used by Alibaba.com and/or any user of the Site or engage in any other activities that may harm the integrity of such computer systems or networks;

6.3.4   take any action which may undermine the integrity of Alibaba.com's feedback system, such as leaving positive feedback for himself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another Member.

6.4      With regards to information about or posted on behalf of any business referee, Member represents and warrants that it has obtained all necessary consents, approvals and waivers from its business partners and associates (a) to act as its business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about Member.

6.5      Member shall conduct all activities on the Site in accordance with all applicable laws and regulations and commonly accepted commercial practices.  Member shall also conduct its business affairs with integrity and in an ethical manner.

6.6      Member acknowledges and agrees that Alibaba.com shall not be responsible, and shall have no liability to it or anyone else for any content of the Member Materials or materials posted by third parties.

6.7      Member shall be solely liable for its business name submitted.  In case Alibaba.com receives any complaint or claim against Member in respect of its business name, unless Member changes to a new business name which has also passed the A&V, Alibaba.com shall have the right to suspend or terminate Member’s Account immediately.

6.8      Member agrees to indemnify Alibaba.com and its affiliates and their employees, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from its Member Materials or use of the Services or from Member's breach of this Agreement or the Website Terms (including claims arising from Member’s business name) and from claims of third parties.  Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member shall cooperate with Alibaba.com in asserting any available defenses.

7      Limitation of Liability

7.1      Alibaba.com represents and warrants that it will provide the Services with reasonable care and skill.  EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ALIBABA.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT 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 EXCLUDED.  IF ALIBABA.COM BREACHES THE WARRARNTY HEREUNDER, ALIBABA.COM SHALL RE-PERFORM THE AFFECTED PART OF THE SERVICES.  TO THE FULL EXTENT PERMITTED BY LAW, THE REMEDY UNDER THIS CLAUSE 7.1 SHALL BE MEMBER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ALIBABA.COM’S WARRANTIES UNDER THIS AGREEMENT.

7.2      TO THE FULL EXTENT PERMITTED BY LAW, ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE USE OR INABILITY TO USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE.

7.3      Member agrees not to hold Alibaba.com responsible for third parties’ content, actions or inactions.  If Member uses third parties’ services, software or products in connection with the Services, Member further agrees not to hold Alibaba.com responsible for such third parties’ services, software or products.

7.4      Any material downloaded or otherwise obtained through the use of the Services is done at Member's sole discretion and risk and Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by Member from Alibaba.com or through or from the Services shall create any warranty not expressly stated in this Agreement.

7.5      Notwithstanding any of the foregoing provisions, the aggregate liability of Alibaba.com and its affiliates and their employees, agents and representatives or anyone acting on their behalf, with respect to Member for all claims arising from the use of the Services or the Site shall not exceed the amount of the services fees that Member pays to Alibaba.com during the current service period for the Gold Supplier Service.  The preceding sentence shall not preclude the requirement by Member to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

8      Termination

8.1      If any of the following circumstances occurs, Alibaba.com shall have the right to terminate the Agreement immediately at such time deemed appropriate by Alibaba.com acting in its sole discretion upon written notice to Member and to forfeit the service fees for any unused Services without liability:

8.1.1   Alibaba.com has reasonable grounds to believe that Member uses the Services for any fraudulent or other unlawful purpose.

8.1.2   upon complaint or claim from any third party, Alibaba.com has reasonable grounds to believe that Member has wilfully or materially breached its contract with the third party complainant, including without limitation where Member has failed to deliver the products ordered by the complainant after receipt of the purchase price, or where Member has failed to make payment to the complainant after receipt of the products delivered by the complainant, or where Member has delivered the products that fail to materially meet the terms and descriptions outlined in Member Materials;

8.1.3   Alibaba.com has reasonable grounds to believe that Member is involved in the production or sale of any inferior goods or any goods which infringe any intellectual property rights or other legitimate rights of any third party;

8.1.4   Member assigns or transfers part or all of its rights and obligations under this Agreement to a third party (including multiple use of its Account) without Alibaba.com’s prior written consent;

8.1.5   Member sells any business information related to buyers and/or their buy leads/enquiries which are obtained by Member as a result of use of the Services without Alibaba.com’s prior written consent;

8.1.6   Member is involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Site (including gaining unauthorized access to the systems of the Site, stealing, modifying or deleting the information of other members of the Site without authorization);

8.1.7   Member is in breach of any of its representations, warranties and undertakings in clause 6;

8.1.8   Member has failed to rectify any breach of this Agreement other than those under para (1)-(7) hereof within 10 working days of being notified by Alibaba.com of such breach;

8.1.9   Member has committed breaches other than those under para (1)–(7) hereof for 3 or more times;

8.1.10  Member ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors or similar proceeding; or

8.1.11  Member and/or its director(s), officer(s) or controlling party/ies became, or Alibaba.com has reason to believe that Member and/or its director(s), officer(s) or controlling party/ies will become, an entity or person that is subject to any economic or trade sanctions of any governmental, inter-national or regulatory entities, provided that should Alibaba.com exercise its right of termination under this Clause 8.1(11), Alibaba.com may, at its sole discretion (but not as an obligation), refund to Member within 90 days part or all of the fees for any unused Services for the reminder of the Service Period after the termination date. 

8.2      If the Agreement is terminated under clause 8.1 and other provisions of this Agreement, Alibaba.com shall have the right to refuse any and all current or future use by Member of the Services or any other services that may be provided by Alibaba.com. Furthermore, Alibaba.com shall have the right to refuse any renewal or extension of Service Period if any of the scenario described in Clause 8.1(11) occurred.

8.3      In the event that Alibaba.com does not receive full payment of Service fees for whatsoever reason, or within ten (10) days of automatic renewal of the Service, such Member's subscription shall be terminated immediately without further notification from Alibaba.com.  Access to the Gold Supplier Service shall be denied upon such termination.

8.4      Notwithstanding any of the foregoing provision of this Clause 8, Alibaba.com may at any time with 14 calendar days prior written notice for convenience without reason terminate this Agreement. Such termination shall be without prejudice to all rights and obligations incurred by Member and Alibaba.com on and prior to the termination date. Alibaba.com shall at its sole discretion refund within 90 days to Member the pro-rated amount of any fees received from Member for unused Services for the remainder of the Service Period after the termination date.

8.5      It is the sole obligation of Member to keep Alibaba.com informed of a valid and legally permissible account for receiving any funds payable to it under this Agreement. Alibaba.com shall not be responsible for any delay or failure of receipt of funds by Member arising out of incomplete or inaccurate information provided by Member and Alibaba.com shall only use its reasonable commercial efforts to contact Member in respect of any such delay or failure.

9      Force Majeure

9.1      Under no circumstances shall Alibaba.com be held liable for any delay or failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

10    General Provisions

10.1     If the contracting Alibaba entity is Alibaba Malaysia, this Agreement shall be governed by the laws of Malaysia without regard to its conflict of law provisions, and parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Malaysia. If the contracting Alibaba entity is Alibaba Singapore or Alibaba India, this Agreement shall be governed by the laws of the Hong Kong Special Administrative Region ("Hong Kong") without regard to its conflict of law provisions. The parties to this Agreement hereby submit to the exclusive jurisdiction of the courts of Hong Kong

10.2     If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced

10.3     Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section

10.4     Any failure by Alibaba.com to exercise any of its rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach.  A waiver shall be effective only if made in writing.

10.5     Alibaba.com shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of Alibaba.com). Member may not assign, in whole or part, this Agreement to any person or entity.

10.6     If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail. Any non-English language version of this Agreement is provided for reference purposes only.

Alibaba.com Value Added Service General Terms and Conditions

PLEASE READ THIS AGREEMENT CAREFULLY

Version: 10 May 2020

These Terms and Conditions together with the Service Order (collectively, the “Agreement”) govern the Value Added Services for Gold Suppliers selected by Member on the Service Order (the “Services”).  If Member is a Gold Supplier outside of India and Malaysia, then Member is contracting with Alibaba.com Singapore E-Commerce Private Limited under this Agreement.  If Member is a Gold Supplier from India, then Member is contracting with Alibaba.com India E-Commerce Private Limited under this Agreement.  If Member is a Gold Supplier from Malaysia, then Member is contracting with Alibaba Commerce Services (Malaysia) Sdn. Bhd under this Agreement. The contracting Alibaba entity shall be referred to as “Alibaba.com”. Member’s submission of a duly signed copy of the Service Order shall constitute Member’s acceptance of this Agreement. In case of conflict in the provisions of the Service Order and these Terms and Conditions, the provisions of the Service Order will prevail.

1      Term and Conditions

1.1      This Agreement shall take effect on the day when Alibaba.com receives the full payment of the total fees specified in the Service Order (“Fees”) and shall remain in force until the last date of the relevant service periods of the Services unless early terminated in accordance with this Agreement.

2      Website Terms

2.1      The Services are provided subject to the special terms and conditions of the Services, the Terms of Use Agreement and all rules and policies of the Website (including without limitation the Privacy Policy, Product Listing Policy, any rules or policies applicable to any Value Added Service), each published on the Website and as may be revised from time to time (“Website Terms”).  Member hereby agrees to comply with such Website Terms at all times.

3      Member’s Rights and Obligations

3.1      Member agrees to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Alibaba.com’s performance of this Agreement.  If Member’s failure to do so results in delay in the provision of any Service, Alibaba.com shall not be obligated to extend the expiry date of the relevant placement period nor shall be liable for any loss or damage arising from such delay.

3.2      Member shall keep proper custody of the account number and password of the account assigned by Alibaba.com to Member in connection with the use of the Services.  Member agrees that Member will be solely responsible for any use of such account (including without limitation publishing of any information and materials, accepting any online rules and agreements, subscribing for or purchasing any service or product online) and any use of such account will be deemed by Alibaba.com as fully authorized by Member. If Member fails to take necessary measures to maintain the security of the account or to prevent the risks of unauthorized access, Alibaba.com shall have the right to suspend the Services or terminate this Agreement without any refund or other compensation to Member.

3.3      Member shall conduct all activities on the Website in compliance with all applicable laws and regulations and commonly accepted commercial practices. Member shall carry on dealings with third parties on the basis of fairness and good faith.

3.4      Member grants Alibaba.com a non-exclusive, royalty-free, sub-licensable, worldwide, transferable license to (a) display, publish or transmit on or via the Website all information and materials (including the Content or any website link) provided by Member to Alibaba.com and/or published by Member on the Website (“Materials”), (b) link, copy, store, adapt or make other reasonable use of the Materials necessary for Alibaba.com to perform this Agreement.

4      Alibaba.com’s Rights and Obligations

4.1      Alibaba.com shall have the right to examine all Materials, whether on its own initiative or upon a third party complaint.  If any Material, in Alibaba.com’s reasonable opinion, is in violation of any applicable laws and regulations, the terms of this Agreement or the Website Terms or may otherwise subject Alibaba.com to liability, Alibaba.com may at its option, delete, remove or modify such Material or any part thereof and/or limit or suspend the provision of the Services to Member, including without limitation restricting the number or types of product listings that Member can publish on the Website.

4.2      Alibaba.com shall also have the right to publish the records relating to handling of complaints against Member, breaches by Member or termination of this Agreement on the Website.

4.3      Member authorizes Alibaba.com (Alibaba.com however has no obligation) to, directly or indirectly, in such form and at such time and conditions at Alibaba.com’s sole discretion, promote, on behalf of Member, any Materials.  To the extent that Alibaba.com does not materially modify such Materials, Member agrees and undertakes that it shall be solely responsible for, and shall keep Alibaba.com fully indemnified against any action, liability, claim, loss, damage and expense (including legal cost) arising from or related to such Materials.  

4.4      Alibaba.com reserves the right to improve or update the Services at any time, including improvement to or upgrade of the company and product classifications, ranking etc.

5      No Refund

5.1      Member shall not be entitled to refund of all or part of the Fees if it has not used all or part of the Services subscribed by it before the expiry of the relevant service periods of such Services, unless otherwise provided in the terms and conditions of such Services.

5.2      You shall be responsible for and shall pay all Taxes due under these Terms and on all amounts payable hereunder.  Unless otherwise indicated, all amounts payable by you to Alibaba.com are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to Alibaba.com as applicable and as required by law such that the net amount actually received by Alibaba.com equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to Alibaba.com where you has provided Alibaba.com with evidence to Alibaba.com's satisfaction of a lawful and applicable exemption for such 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. Notwithstanding anything else contained herein, all amounts payable by you pursuant to these Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under these Terms, you (A) shall pay an additional amount such that the net amount actually received by Alibaba.com, after such withholding, equals the full amount of the payment then due, (B) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (C) shall furnish Alibaba.com as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority. “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.

6      Warranties

6.1      Member warrants to Alibaba.com that: (a) it has the full power and authority to enter into this Agreement and to grant the license and authorization and perform its obligations hereunder; (b) all Materials are true, lawful and accurate, are not misleading or deceptive, and do not violate any applicable laws and regulations; (c) it will carry on its activities on the Website in compliance with all applicable laws and regulations and will not use the Services to defraud users of the Website or for other unlawful purposes; (d) it has the legitimate right and authorization to sell, distribute or export all products described in the Materials; (e) none of the Materials (including without limitation Member’s company name and product information) infringes any intellectual property right, privacy right or other legitimate rights of any third party.

6.2      Member shall indemnify Alibaba.com and its subsidiaries and affiliates against any action, liability, claim, loss, damage and expense (including legal costs) arising, directly or indirectly from or related to (a) any breach by Member of any term of this Agreement; (b) claims from third parties. Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member shall cooperate with Alibaba.com in asserting any available defenses.

6.3      Alibaba.com warrants to Member that it will provide the Services with reasonable care and skill.  If Alibaba.com breaches this Clause 6.3, Alibaba.com shall re-perform the affected part of the Services.   TO THE FULLEST EXTENT PERMITTED BY LAW, THE REMEDY UNDER CLAUSE 6.3 SHALL BE MEMBER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ALIBABA.COM’S WARRANTIES UNDER THIS AGREEMENT.

7      Limitation of Liability

7.1      EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ALIBABA.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT 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 EXCLUDED.

7.2      TO THE FULLEST EXTENT PERMITTED BY LAW, ALIBABA.COM SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF DATA), WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OF INABILITY TO USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONSABLY FORESEEBLE.

7.3      Member agrees not to hold Alibaba.com responsible for third parties’ content, actions or inactions. If Member uses third parties’ services, software or products in connection with the Services, Member further agrees not to hold Alibaba.com responsible for such third parties’ services, software or products.

7.4      Any material downloaded or otherwise obtained through the use of the Services is done at Member's sole discretion and risk and Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by Member from Alibaba.com or through or from the Services shall create any warranty not expressly stated in this Agreement.

7.5      TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ALIBABA.COM AND ITS AFFILIATES AND THEIR EMPLOYEES, AGENTS AND REPRESENTATIVES OR ANYONE ACTING ON THEIR BEHALF, WITH RESPECT TO MEMBER FOR ALL CLAIMS ARISING FROM THE USE OF Services or the Website shall not exceed the amount of the services fees that Member pays to Alibaba.com during the current service period for the Services. The preceding sentence shall not preclude the requirement by Member to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

8      Termination

8.1      If any of the following circumstances occurs, Alibaba.com shall have the right to terminate the Agreement immediately at such time deemed appropriate by Alibaba.com acting in its sole discretion upon written notice to Member and to forfeit the Fees for any unused Services without liability:

1)        Member breaches any of the warranties in clause 6.1;

2)        Alibaba.com has reasonable grounds to believe that Member uses the Services for any fraudulent or other unlawful purpose;

3)        upon complaint or claim from any third party, Alibaba.com has reasonable grounds to believe that Member has willfully or materially breached its contract with the third party complainant, including without limitation where Member has failed to deliver the products ordered by the complainant after receipt of the purchase price, or where Member has delivered the products that fail to materially meet the terms and descriptions outlined in Member’s Materials;

4)        Alibaba.com has reasonable grounds to believe that Member is involved in the production or sale of any inferior goods or any goods which infringe any intellectual property rights or other legitimate rights of any third party;

5)        Member assigns or transfers part or all of its rights and obligations under this Agreement to a third party without Alibaba.com’s prior written consent (including allowing a third party to access to its account with Alibaba.com or use the Services or assigning its account and password to a third party);

6)        Member sells any business information related to buyers and/or their buy leads/enquiries which are obtained by Member as a result of use of the Services without Alibaba.com’s prior written consent;

7)        Member is involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Website (including gaining unauthorized access to the systems of the Website, stealing, modifying or deleting the information of other members of the Website without authorization),

8)        Member has failed to rectify any breach of this Agreement or the Website Terms other than those under paragraph (1)-(7) hereof within 10 working days of being notified by Alibaba.com of such breach;

9)        Member has committed breaches of this Agreement or the Website Terms other than those under paragraph (1)–(7) hereof for 3 or more times;

10)      Member ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors or similar proceeding; or

11)      Member and/or its director(s), officer(s) or controlling party/ies became, or Alibaba.com has reason to believe that Member and/or its director(s), officer(s) or controlling party/ies will become, an entity or person that is subject to any economic or trade sanctions of any governmental, inter-national or regulatory entities.  

8.2      If Alibaba.com terminates this Agreement according to clause 8.1, Alibaba.com and its affiliates shall have the right to terminate all agreements with Member and/or its branches or affiliates concerning the Gold Supplier service and related value added services. Furthermore, Alibaba.com shall have the right to refuse any renewal or extension of the subscribed Services period if any of the scenarios described in Clause 8.1(11) occurred.

8.3      Notwithstanding any of the foregoing provision of this Clause 8, Alibaba.com may at any time with 14 calendar days prior written notice for convenience without reason terminate this Agreement. Such termination shall be without prejudice to all rights and obligations incurred by Member and Alibaba.com on and prior to the termination date. Alibaba.com may in its discretion refund within 90 days to Member the pro-rated amount of any fees received from Member for unused Services for the remainder of the subscribed Services period after the termination date.

8.4      It is the sole obligation of Member to keep Alibaba.com informed of a valid and legally permissible account for receiving any funds payable to it under this Agreement. Alibaba.com shall not be responsible for any delay or failure of receipt of funds by Member arising out of incomplete or inaccurate information provided by Member and Alibaba.com shall only use its reasonable commercial efforts to contact Member in respect of any such delay or failure.    

9      Force Majeure 

9.1      Under no circumstances shall Alibaba.com be held liable for any delay or failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes whatsoever outside its reasonable control, including without limitation, events such as acts of God, Internet failure, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortage of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

10    General Provisions 

10.1     This Agreement shall be governed by the laws of Hong Kong, and the Parties submit to the exclusive jurisdiction of the courts of Hong Kong.

10.2     Member may not assign or transfer, in whole or in part, this Agreement to any person or entity. Alibaba.com may assign or transfer this Agreement (including all of its rights, titles, benefits, interests, obligations and duties in this Agreement) to any person or entity (including any affiliates of Alibaba.com) without Member’s consent. Any amendment to this Agreement shall not take effect unless it is made in writing and signed by Alibaba.com.

10.3     If any provision is illegal, unenforceable or invalid, that provision shall be severed but the remaining provisions of this Agreement will be unaffected and will remain in full force.  Any failure by a party to exercise any of its rights under this Agreement shall not constitute a waiver of such right.  A waiver shall only be effective if it is in writing.

KEYWORD ADVERTISING TERMS AND CONDITIONS

PLEASE READ THESE TERMS CAREFULLY

Version: 10 May 2020

These terms and conditions (these "Terms") govern the Keyword Advertising services (“Keyword Advertising”) offered to you by Alibaba.com (as defined below) through the Alibaba.com’s international website (URL: http://www.alibaba.com, the “Alibaba.com Website”). BY CLICKING “AGREE” OR OTHERWISE ACCEPTING THESE TERMS OR BY SUBMITTING YOUR APPLICATION FOR OR CONTINUING WITH YOUR SUBSCRIPTION FOR THE Keyword Advertising SERVICE, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THESE TERMS AS MAY BE AMENDED FROM TIME TO TIME. If you are outside of India and Malaysia, you are contracting with Alibaba.com Singapore E-Commerce Private Limited under these Terms. If you are from India, you are contracting with Alibaba.com India E-Commerce Private Limited. If you are located in Malaysia, you are contracting with Alibaba Commerce Services (Malaysia) Sdn. Bhd. The contracting Alibaba entity shall be referred to as “Alibaba.com”.

DEFINITIONS

"Bid Price”: means the price that you bid for each individual keyword in respect of the Promoted Information.

"Keyword": letters, words, numbers, and symbols that are specified by you (as may be limited by the setting specifications of any Keyword Advertising software).

"Promoted Information" means all text, pictures, links, videos (if applicable), and other forms of information that are displayed using Alibaba.com Keyword Advertising, including the products or services included in the information and the content on the pages linked to such information.

"Promotion Score”: is the correlation of the keyword bided with the product promoted, taking into account the quality of product information, and may range from one to five stars.

1      ACCEPTANCE

1.1      You agree and accept that, in addition to these Terms, your application and use of Keyword Advertising is bound by any and all of the rules, polices, privacy policy and terms of use of Alibaba.com’s international website (URL: http://www.alibaba.com, the “Alibaba.com Website”) and the terms and conditions governing the Alibaba.com Gold Supplier membership (including without limitation the Alibaba.com Gold Supplier Services Agreement available on the Alibaba.com Website).

2      KEYWORD ADVERTISING SERVICE

2.1      Keyword Advertising is a Value Added Service that allows eligible Gold Suppliers to promote product listings on the Alibaba.com Website for Promoted Information to be listed in priority to other products on the Alibaba.com Website, or on specific portions of the Alibaba.com Website, with priority listing based on, inter alia: (i) the bid price for the keyword(s) associated with the promoted product(s); (ii) keyword(s) searched by the Alibaba.com Website users, (iii) the relevancy of product listing to the keyword searched; and (iv) the Promotion Score. You will be charged in accordance with clause 4(iv) of these Terms. Upon your successful subscription to Keyword Advertising, you agree that:

(a)       you authorise Alibaba.com to utilize its software and other automated tools to select and display the relevant product listing search results designated by Alibaba.com. Whether your product listing will be displayed in priority to other product listings, including the display sequence will be automatically determined by the Alibaba.com Keyword Advertising system by comprehensively considering the Promoted Information, Promotion Score, the degree of matching between the Alibaba.com Website users' search by you and/or user behaviour (for cases such as recommended searches and other targeted advertisements as may be applicable), and

(b)      you may log in to Alibaba.com to check your bidded keywords, statistical report(s) of the associated costs and number of clicks obtained on the keywords bidded and Promoted Information.

3      ELIGIBILITY

3.1      Your eligibility to sign up for Keyword Advertising is conditioned upon your fulfilment of all of the following conditions: (i) you are registered as a Gold Supplier on the Alibaba.com Website; and (ii) you have clicked and/or agreed to all the terms and conditions of these Terms.

4      SERVICE AND PAYMENT TERMS

4.1       Details of the packages available for Keyword Advertising and the fees payable may be published on the Seller Channel of the Alibaba.com Website or such other URL(s) as may be designated from time to time. In addition, Alibaba.com may at its discretion, notify you through your account with the Alibaba.com Website of any changes to Keyword Advertising applicable to you.

4.2      Once you have successfully subscribed for a Keyword Advertising package, you will have a Keyword Advertising Fund Account and a Keyword Advertising Bonus Account (collectively, the “Keyword Advertising Accounts”). Your Keyword Advertising Fund Account will show the amount available for Keyword Advertising and your Keyword Advertising Bonus account will be credited with any bonus or incentive amounts awarded by Alibaba.com. Alibaba.com will deduct any fees you incur for Keyword Advertising from both your Keyword Advertising Accounts proportionately. You may also view your available balance in your Keyword Advertising Accounts at any time by logging in to your account with the Alibaba.com Website

4.3      The available balance in your Keyword Advertising Accounts will be applied in accordance with the terms and conditions of Keyword Advertising then in force (i.e. if there are any changes to the terms and conditions of Keyword Advertising, any balance in your account which was credited prior to such changes will automatically be subject to the revised terms and conditions once they come into effect).

4.4      You be charged only when users of the Alibaba.com Website have interacted with the Promoted Information, based on the number of clicks on such Promoted Information by Alibaba.com Website users. Each click of  Promoted Information that is displayed on Alibaba.com and (or) relevant pages in the emails that Alibaba or its affiliates send to some Alibaba.com users will cause the system to automatically deduct the Keyword Advertising fees from your Keyword Advertising Accounts. The maximum amount of the Keyword Advertising fees deducted each time shall not exceed the bid price that you preset for the keywords. The relevant amount will be deducted directly from your Keyword Advertising Accounts. You will be able to include a cap (subject to any minimum amount required by Alibaba.com) on the maximum amount that may be deducted from your Keyword Advertising Accounts each day.

4.5      In the event you have insufficient balance in your Keyword Advertising Accounts to bid for keyword(s), the Promoted Information may not be displayed in priority to other product listing on the Alibaba.com Website until your account has been topped up, even if you have submitted bids for such keyword(s).

4.6      You shall not be entitled to refund all or any funds remaining in your Keyword Advertising Accounts upon the cessation of your use of Keyword Advertising.

4.7      Notwithstanding clause 4(vii), in the event that Keyword Advertising is permanently discontinued or terminated, Alibaba.com has the right at its sole discretion, decision and timing to: (a) covert your Keyword Advertising to another Value Added Service offered by Alibaba.com at such conversion rate and on such terms that Alibaba.com may at its sole discretion determine upon reasonable notice to you; or (b) refund any unused amounts in your Keyword Advertising Accounts as at the date of termination of Keyword Advertising based on the records of your Keyword Advertising Account held by Alibaba.com, at such exchange rate utilized by Alibaba.com as at the relevant date in the event of any currency conversion (if applicable), less any applicable bank fees or charges.

5      ALIBABA.COM RIGHTS AND OBLIGATIONS

5.1      In providing Keyword Advertising, Alibaba.com shall have the right to (a) reject any application for Keyword Advertising, (b) conduct promotional pricing or conduct other incentives for Keyword Advertising at its sole discretion from time to time

5.2      Alibaba.com shall have the sole right and discretion to make any and all decisions relating to all matters relating to your company profile on the Alibaba.com Website, including but not limited to making any changes to its contents.

5.3      Alibaba.com shall have the non-exclusive and royalty-free rights to use your company name, company profile, trade mark, trade name, device, design and/or logo in connection with the provision of Keyword Advertising.

5.4      Alibaba shall be entitled to take down any Promoted Information that is obscene, pornographic, false, misleading, defamatory, unlawful, or infringes on third parties’ intellectual property rights, or due to the request or demands from any governmental or regulatory authority. If your Promoted Information is taken down by Alibaba for the aforementioned reasons, all fees paid by you in respect of such Promoted Information will not be returned.

5.5      Alibaba shall have the right to determine whether certain use of Keyword Advertising constitutes unacceptable bidding, and Alibaba may take any action and measures that it may deem fit, including taking down any Promoted Information, give warnings and/or impose penalties that it may consider necessary to ensure the continuity of the Keyword Advertising system and related services

5.6      your agreement to pay the service fees for Keyword Advertising shall not guarantee that Alibaba will provide such services. If the information submitted by you does not comply with the requirements of relevant provisions of these Terms, Alibaba will specify the reasons for non-compliance, or suggest that you modify the relevant bidding keyword(s).

6      YOUR OBLIGATIONS

6.1      You shall be solely responsible for:

a)        all decisions on which keyword(s) to select and all advertising targeting decisions;

b)        the contents of the Promoted Information and the product(s) promoted via Keyword Advertising;

c)        ensuring that you have the right, license or relevant authority to bid for the relevant keyword(s) and sell the products listed in the Promoted Information.

6.2      You shall use Keyword Advertising in accordance with these Terms and in accordance with all applicable laws and regulations.

7      AMENDMENTS AND CESSATION

7.1      Alibaba.com reserves the right to amend these Terms at any time by posting the amended and restated version on the Alibaba.com Website. The amended and restated Terms shall be effective immediately upon posting. After posting by Alibaba.com of the amended and restated Terms, your continued use of Keyword Advertising shall be deemed as your acceptance of the amended and restated Terms.

7.2      Alibaba.com reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of Keyword Advertising or any of its related functionalities or applications at any time in its sole discretion, and in the case of any permanent discontinuation or termination of Keyword Advertising, clause 4(viii) in respect of refund of outstanding amounts in your Keyword Advertising Accounts shall apply.

8      ACKNOWLEDGEMENT AND UNDERTAKING

You agree and undertake that you will:

8.1      not submit any untrue, falsified, incorrect, incomplete, misleading, fraudulent, or unlawful information to Alibaba.com pursuant to your application or use of Keyword Advertising;

8.2      not copy, reproduce, exploit or expropriate Alibaba.com's various proprietary directories, databases and listings;

8.3      not use or distribute any computer viruses or other destructive devices and codes that may harm, interfere with, intercept or expropriate any software or hardware system, data or personal information;

8.4      not gain or attempt to gain authorized access to the computer systems or networks used by Alibaba.com or engage in any other activities that may harm the integrity of such computer systems or networks;

8.5      not carry on activities on Alibaba.com Website that are not in compliance with any laws and regulations;

8.6      not submit or provide any information to Alibaba.com that directly or indirectly infringe the intellectual property rights of any third party.

9      REPRESENTATIONS, WARRANTIES AND COVENANTS

You represent, warrant and covenant (as applicable) to Alibaba.com that each of the statement contained in this Clause 9 is true, accurate, complete and not misleading in all respects and will continue to be so until your cessation of use of Keyword Advertisings:

9.1      you have fulfilled all of the conditions set forth in Clause 6;

9.2      any and all information you provided to Alibaba.com pursuant to your application for and use of Keyword Advertising is true, accurate, complete, lawful and valid;

9.3      you have and will continue to, at all times during your use of Keyword Advertising, abide by the Terms and all relevant rules published on the Alibaba.com Website;

9.4      you will not infringe the legitimate rights of any third parties, including but not limited to the intellectual property rights, property ownership right and any third parties pursuant to your use of Keyword Advertising; and

9.5      your use of Keyword Advertising complies or will comply with any and all applicable laws and regulations in any applicable jurisdiction.

10    INDEMNIFICATION

10.1    You agree to indemnify Alibaba.com and its affiliates and their employees, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your breach of any of these Terms pursuant to your use of Keyword Advertising, and/or any third party claim or liability arising out of or related to you bidding for keyword(s) or Promoted Information in breach of any third party’s intellectual property rights. Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alibaba.com in asserting any available defenses.

11    TAXES

11.1    You shall be responsible for and shall pay all Taxes due under these Terms and on all amounts payable hereunder.  Unless otherwise indicated, all amounts payable by you to Alibaba.com are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to Alibaba.com as applicable and as required by law such that the net amount actually received by Alibaba.com equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to Alibaba.com where you has provided Alibaba.com with evidence to Alibaba.com's satisfaction of a lawful and applicable exemption for such 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. Notwithstanding anything else contained herein, all amounts payable by you pursuant to these Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under these Terms, you (A) shall pay an additional amount such that the net amount actually received by Alibaba.com, after such withholding, equals the full amount of the payment then due, (B) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (C) shall furnish Alibaba.com as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority. “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.

12    LIMITATION OF LIABILITY

12.1    KEYWORD ADVERTISING IS PROVIDED “AS IS” AND AT YOUR OPTION AND RISK AND NONE OF ALIBABA.COM, ITS AFFILIATES OR RELATED COMPANIES MAKE ANY GUARANTEE OR REPRESENTATION IN CONNECTION WITH THE RESULTS OF KEYWORD ADVERTISING. TO THE FULLEST EXTENT PERMITTED BY LAW, ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OR INABILITY TO YOUR USE OF THE SERVICES, OR THE DISCONTINUATION OF ANY OF THE SERVICES.

12.2    Where Alibaba.com is held accountable for assuming any liability under these Terms, you agree that the maximum liability amount shall be capped at RMB10,000 or its equivalent in the relevant transaction currency.

13    USE OF KEYWORD DATA

13.1    You acknowledge and authorise Alibaba.com to use, collect and disclose data in respect of keywords bidded by you, in accordance with Alibaba.com’s privacy policy. Such collection of data may include the automated retrieval and analysis of keywords bidded. Alibaba shall be entitled to save the information of all keywords bidded on its servers, and to use such keywords in lists such as “popular keywords”, “high conversion keywords” in the Keyword Advertising platform used by other users.

14    TERMINATION OF SERVICES

14.1    Alibaba.com shall be entitled to suspend or terminate the Keyword Advertising service immediately in the event of the following:

(a)       breach of the Keyword Advertising Agreement or any material term or condition of these Terms, and fails to cure such breach within thirty (30) days after written notice;

(b)      keywords bidded are false or misleading in respect to the Product Information promoted;

(c)       illegal use of Keyword Advertising, or if there are any valid judicial orders or judgments against you in respect of your use of Keyword Advertising;

(d)      the content of Promoted Information that is displayed infringes the intellectual property rights of third parties;

(e)       you become the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors;

(f)        you become the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within thirty (30) days of filing.

15    FORCE MAJEURE

15.1 Under no circumstances shall Alibaba.com be held liable for any delay or failure or disruption of the Keyword Advertising Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic

16    GENERAL RULES 

16.1     These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any of its conflict of law provisions. You and Alibaba.com hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong for any disputes that arise out of your use of the Services

16.2     Alibaba.com shall not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, system failure, war, and riot.

16.3     If any provision of these Terms is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible.  In any event, all other provisions of these Terms shall be deemed valid and enforceable to the full extent possible.

16.4     The relationship between the parties is that of independent contracting parties. Nothing in these Terms shall constitute or be deemed to constitute a relationship of joint venture, partnership, franchise or similar arrangement between the parties

16.5     If any provision of these Terms is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible.  In any event, all other provisions of these Terms shall be deemed valid and enforceable to the full extent possible.

KEYWORD ADVERTISING MANAGEMENT SERVICES TERMS AND CONDITIONS

PLEASE READ THESE TERMS CAREFULLY

Version: 10 May 2020

These terms and conditions (these "Terms") govern the Keyword Advertising Management Services (as defined below) offered to the GGS Member (as defined below) by the Service Provider (as defined below) in relation to their account on the Alibaba.com’s international website (URL: http://www.alibaba.com, the “Alibaba.com Website”). 

DEFINITIONS

"Affiliates” means in relation to Alibaba.com, any other enterprise, corporation, partnership, trust or entity which directly or indirectly controls, is controlled by or is under common control with it.

"GGS Member” means any corporate entity, partnership firm and other business entity which successfully subscribed for the Gold Supplier Package pursuant to a Purchase Order.

"Keyword" means the letters, words, numbers, and symbols that are specified by the GGS Member (as may be limited by the setting specifications of any keyword advertising software).

"Keyword Advertising Management Services” have the meaning ascribed to in Clause 2 herein.

"Gold Supplier Package” means the membership services with certain value added services of the Alibaba.com Website.

"Promoted Information" means all text, pictures, links, videos (if applicable), and other forms of information that are displayed, including the products or services included in the information and the content on the pages linked to such information.

"Purchase Order” means the subscription agreement entered into by the GGS Member and Alibaba.com for the purchase of the Gold Supplier Package and any value added services (if applicable).

"Service Provider” means Alibaba.com Singapore E-Commerce Private Limited if the GGS Member is registered outside of India and Malaysia, by Alibaba.com India E-Commerce Private Limited if the GGS Member is registered in India and by Alibaba Commerce Services (Malaysia) Sdn. Bhd. if the GGS Member is registered in Malaysia (each Alibaba contracting entity being referred to as “Alibaba.com”).

1      ACCEPTANCE

1.1      The GGS Member agrees and accepts that, in addition to these Terms, its application and use of Keyword Advertising Management Services is bound by any and all of the rules, polices, privacy policy and terms of use of the Alibaba.com’s Website, Terms and Conditions for Users of Gold Supplier Package Marketplace available on the Alibaba.com Website, and the terms and conditions governing the Alibaba.com Gold Supplier membership (including without limitation the Alibaba.com Gold Supplier Services Agreement available on the Alibaba.com Website).

2      KEYWORD ADVERTISING MANAGEMENT SERVICE

2.1      The keyword advertising management services is the supporting service provided by the Service Provider in devising, selecting, compiling, recommending and managing keyword advertising for the GGS Member with the aim to enable the GGS Member to promote product listings on the Alibaba.com Website for Promoted Information to be listed in priority to other products on the Alibaba.com Website and/or mobile app, or on specific portions of the Alibaba.com Website and/or mobile app (the “Keyword Advertising Management Services”).

3      ELIGIBILITY

3.1      GGS Member’s eligibility to sign up for Keyword Advertising Management Services is conditioned upon its fulfilment of all of the following conditions: (i) it is registered as a GGS Member on the Alibaba.com Website; and (ii) it has clicked and/or agreed to all the terms and conditions of these Terms.

4      SERVICE AND PAYMENT TERMS

4.1      The fees for the Keyword Advertising Management Services (if any) are already covered under the relevant package as sold on the Alibaba.com Website.

4.2      The Service Provider has no commitment or obligation to fulfill these Terms until full payment of the Keyword Advertising Management Services (if any) or the Gold Supplier Package (as applicable) has been completely made by the GGS+ Member as confirmed by Alibaba.com and the GGS Member has passed the authentication and verification processes as stipulated by Alibaba.com.

4.3      You shall be responsible for and shall pay all Taxes due under these Terms and on all amounts payable hereunder.  Unless otherwise indicated, all amounts payable by you to Alibaba.com are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to Alibaba.com as applicable and as required by law such that the net amount actually received by Alibaba.com equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to Alibaba.com where you has provided Alibaba.com with evidence to Alibaba.com's satisfaction of a lawful and applicable exemption for such 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. Notwithstanding anything else contained herein, all amounts payable by you pursuant to these Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under these Terms, you (A) shall pay an additional amount such that the net amount actually received by Alibaba.com, after such withholding, equals the full amount of the payment then due, (B) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law, and (C) shall furnish Alibaba.com as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority. “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.

5      SERVICE PROVIDER’S RIGHTS AND OBLIGATIONS

5.1      Notwithstanding other conditions in these Terms, upon the successful subscription to Keyword Advertising Management Services by the GGS Member, the Service Provider shall:

(a)       provide online precision marketing services in relation to devising, selecting, compiling, arranging and recommending a list of keywords based on the requirements and materials provided by the GGS Member; and

(b)      select and recommend a list of key products appropriate for the GGS Member on the Alibaba.com Website for selected key promotions designated by the GGS Member and based on the requirements of the GGS Member and market needs or trends from time to time.

6      GGS+ MEMBER’S RIGHTS AND OBLIGATIONS

6.1      Notwithstanding other conditions in these Terms, upon the successful subscription to Keyword Advertising Management Services by the GGS Member shall:

(a)       authorize the Service Provider to utilize its software and other automated tools to determine, analyze and select the appropriate keywords and recommend the appropriate key products;

(b)      send and provide all necessary information, materials, photos, Promoted Information, past records, statistical report and requirements as specified and in the form of Schedule 1 (Company Information) and Schedule 2 (Product Information) hereto, and render all reasonable assistance and cooperation necessary for the Service Provider’s provision of the Services. If the GGS Member’s failure to do so results in delay in the provision of any Keyword Advertising Management Services, the Service Provider shall not be obliged to be liable for any loss or damages arising from such delay;

(c)       be solely responsible for all decision making on which of the keyword(s) or key products as recommended by the Service Provider to select and all advertising targeting decisions;

(d)      ensure that it has the right, license or relevant authority to subscribe for the Keyword Advertising Management Services and sell the products listed in the Promoted Information;

(e)       conduct all activities on the Alibaba.com Website in accordance with all applicable laws and regulations and commonly accepted commercial practices;

(f)        conduct its business affairs with integrity and in an ethical manner; and

(g)      click and confirm in its account on the Alibaba.com Website upon the satisfactory completion of the Keyword Advertising Management Services.

6.2      GGS Member agrees and undertakes that:

(a)       it will not copy, reproduce, exploit or expropriate the Service Provider's or other third party’s various proprietary directories, databases and listings without authorization;

(b)      it will not carry on activities on Alibaba.com Website that are not in compliance with any laws and regulations;

(c)       it will not submit or provide any information to the Service Provider that directly or indirectly infringe the intellectual property rights of any third party;

(d)      it will use up the Keyword Advertising Management Services within 365 days of the date of the Purchase Order; and

(e)       the commercial or sales effect of any keywords or key products as recommended by the Service Provider is not guaranteed under any circumstances.

7      GGS MEMBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1      The GGS Member represents, warrants and covenants (as applicable) to the Service Provider that each of the statements contained in this Clause 7 is true, accurate, complete and not misleading in all respects and will continue to be so until the cessation of use of Keyword Advertising Management Services:

(a)       any and all information provided to the Service Provider (whether by itself or through a representative (including but not limited to an agent or reseller of the GGS+ Member)), including but not limited to the information set forth in Schedule 1 (Company Information) and Schedule 2 (Product Information) hereto, pursuant to the application for and use of Keyword Advertising Management Services is true, accurate, complete, lawful and valid;

(b)      it has and will continue to, at all times during its use of Keyword Advertising Management Services, abide by these Terms and all relevant rules published on the Alibaba.com Website

(c)       the use of the Keyword Advertising Management Services complies or will comply with any and all applicable laws and regulations in any applicable jurisdiction; and

(d)      all information, materials and contents provided to the Service Provider do not contain information that is (a) discriminatory or promote discrimination based on race, rex, religion, nationality, disability, sexual orientation or age; and (b) defamatory, libelous, threatening or harassing, obscene or sexually explicit or harmful to minors.

8      DISCLAIMER OF WARRANTIES AND LIABILITIES

8.1      Except as expressly provided in these Terms and to the maximum extent permitted by law, the Service Provider or any of its Affiliates makes no warranty, express or implied, oral or in writing, with respect to the Keyword Advertising Management Services, and expressly disclaims the warranties or conditions of non-infringement, merchantability and fitness for any particular purpose.

9      TERM

9.1      These Terms shall come into effect from the date the Keyword Advertising Management Services is subscribed for a period of one (1) year unless terminated according to Clause 10 below.

10    TERMINATION OF SERVICES

10.1     A party shall be entitled to suspend or terminate the Keyword Advertising Management Services immediately in the event of the following:

10.1.1  the other party breaches of any relevant agreements entered into with Alibaba.com or any material term or condition of these Terms, and fails to cure such breach within thirty (30) days after written notice;

10.1.2  the other party infringes the intellectual property rights of third parties in any content of Promoted Information that is displayed;

10.1.3  the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; o

10.1.4  the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within thirty (30) days of filing

11    AMENDMENTS AND CESSATION

11.1     The Service Provider reserves the right to amend these Terms at any time by providing no less than 7 days’ notice to the GGS Member (“Notice Period”). The amended and restated Terms shall be effective immediately after the Notice Period. After posting of the amended and restated Terms, the GGS Member’s continued use of Keyword Advertising Management Services shall be deemed as its acceptance of the amended and restated Terms.

11.2     The Service Provider reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of Keyword Advertising Management Services or any of its related functionalities or applications at any time.

12    FORCE MAJEURE

12.1  Under no circumstances shall Alibaba.com be held liable for any delay or failure or disruption of the Keyword Advertising Management Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

13    GENERAL RULES

13.1     These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any of its conflict of law provisions.  Any dispute, controversy or claim arising out of or in connection with these Terms, 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.

13.2     None of the parties shall be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, system failure, war, and riot.

13.3     If any provision of these Terms is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible.  In any event, all other provisions of these Terms shall be deemed valid and enforceable to the full extent possible.

13.4     The relationship between the parties is that of independent contracting parties. Nothing in these Terms shall constitute or be deemed to constitute a relationship of joint venture, partnership, franchise or similar arrangement between the parties.

13.5     If any provision of these Terms is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible.  In any event, all other provisions of these Terms shall be deemed valid and enforceable to the full extent possible.

13.6     If there is any conflict between the English version and another language version of these Terms, the English version shall prevail. Any non-English language version of these Terms is provided for reference purposes only.

13.7     Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

SMART MARKETING CAMPAIGN TERMS AND CONDITIONS

PLEASE READ THESE TERMS CAREFULLY

Version: 24 September 2020

These terms and conditions (“Terms”) govern the Smart Marketing Campaign(as defined below) offered to the GGS Member(as defined below)by the Service Provider (as defined below) in relation to their account on the Alibaba.com International Website (URL: http://www.alibaba.com) (“Alibaba.com Website”). BY CLICKING “AGREE” OR OTHERWISE ACCEPTING THESE TERMS OR BY SUBMITTING YOUR APPLICATION FOR OR CONTINUING WITH YOUR SUBSCRIPTION FOR THE SMART MARKETING CAMPAIGN, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THESE TERMS AS MAY BE AMENDED FROM TIME TO TIME. If you are outside of India and Malaysia, you are contracting with Alibaba.com Singapore E-Commerce Private Limited under these Terms. If you are from India, you are contracting with Alibaba.com India E-Commerce Private Limited. If you are located in Malaysia, you are contracting with Alibaba Commerce Services (Malaysia) Sdn. Bhd. The contracting Alibaba entity shall be referred to as “Alibaba.com” or “Service Provider”.

DEFINITIONS

“Affiliates” means in relation to Alibaba.com, any other enterprise, corporation, partnership, trust or entity which directly or indirectly controls, is controlled by or is under common control with it.

“GGS Member” means any corporate entity, partnership firm and other business entity which successfully subscribed for the Gold Supplier Package pursuant to a Purchase Order.

“Gold Supplier Package” means either of the basic, basic pro, standard or premium membership services with certain value added services of the Alibaba.com Website.

“Keyword Advertising Fund Account” means the keyword advertising fund account accessible on your account on the Alibaba.com Website.

“Product” means any product of the GGS Member that is in compliance with conditions for posting on Alibaba.com Website as may be prescribed by Alibaba.com and is posted on the Alibaba.com Website by the GGS Member and/or its authorised third party service provider(s);

"Product Information" means the information of the Products by the GGS Member and/or its authorised third party service provider(s) when posting the Products on the Alibaba.com Website, including titles, categories and/or descriptions of the Products;

"Purchase Order” means the subscription agreement entered into by the GGS Member and Alibaba.com for the purchase of the Gold Supplier Package and any value added services (if applicable).

"Service Provider” means (a) Alibaba.com Singapore E-Commerce Private Limited if the GGS Member is registered outside of India and Malaysia; (b) Alibaba.com India E-Commerce Private Limited if the GGS Member is registered in India; and (c) Alibaba Commerce Services (Malaysia) Sdn. Bhd. if the GGS Member is registered in Malaysia (each Alibaba contracting entity being referred to as “Alibaba.com”).

1.      ACCEPTANCE

1.1    The GGS Member agrees and accepts that, in addition to these Terms, its application and use of the Smart Marketing Campaign is bound by any and all of the rules, polices, privacy policy and terms of use of the Alibaba.com’s Website, Terms and Conditions for Users of Gold Supplier Package Marketplace available on the Alibaba.com Website, and the terms and conditions governing the Alibaba.com Gold Supplier membership (including without limitation the Alibaba.com Gold Supplier Services Agreement available on the Alibaba.com Website).

2.      SMART MARKETING CAMPAIGN

2.1    The Smart Marketing Campaign is a value added service supported by the Service Provider by(a) devising, automating and managing the promotionof the Products; and (b) devising and automating the price bidding exercise involved in the promotion of the Products, with the aim of assisting the GGS Member to promote product listings on the Alibaba.com Website for the Products to be listed in priority to other products on the Alibaba.com Website and/or mobile app, or on specific portions of the Alibaba.com Website and/or mobile app (“Smart Marketing Campaign”).

3.      ELIGIBILITY

3.1    Your eligibility to sign up for the Smart Marketing Campaign is conditional upon your fulfilment of all of the following conditions: (a) you are registered as a GGS Member on the Alibaba.com Website; and (b) you have clicked and/or agreed to all the terms and conditions of these Terms.

4.      SERVICE AND PAYMENT TERMS

4.1    Details of the packages available for the Smart Marketing Campaign and the fees payable may be published on the seller channel of the Alibaba.com Website or such other URL(s) as may be designated from time to time. In addition, Alibaba.com may at its discretion, notify you through your account with the Alibaba.com Website of any changes to the Smart Marketing Campaign which are applicable to you.

4.2    Once you have successfully subscribed for the Smart Marketing Campaign, your Keyword Advertising Fund Account will show the amount available for the Smart Marketing Campaign. Alibaba.com will deduct any fees incurred for the Smart Marketing Campaign from your Keyword Advertising Fund Account. You may also view your available balance in your Keyword Advertising Fund Account at any time by logging in to your account with the Alibaba.com Website.

4.3    The available balance in your Keyword Advertising Fund Account will be applied in accordance with the terms and conditions of the Smart Marketing Campaign then in force (i.e. if there are any changes to the terms and conditions of the Smart Marketing Campaign, any balance in your account which was credited prior to such changes will automatically be subject to the revised terms and conditions once they come into effect). Unless otherwise provided herein, all balance in your Keyword Advertising Fund Account shall be completely utilised within the validity period of the Gold Supplier Package (“Validity Period”). Unless you have agreed to renew your Gold Supplier Package prior to the expiry of the Validity Period whereby you can continue utilising any balance in your Keyword Advertising Account during the renewed Validity Period, any balance in your Keyword Advertising Fund Account which is not utilised within the Validity Period shall be expired and no longer valid.

4.4    Prior to any commencement of the Smart Marketing Campaign, you shall create a spending budget with a value of either USD500, USD1,000 or USD3,000 (“Spending Budget”). Upon your creation of a Spending Budget, the relevant value shall be deducted from your Keyword Advertising Fund Account. Each round of Smart Marketing Campaign shall commence upon your creation of the Spending Budget and will end after the value thereof has completely exhausted.

4.5    You hereby acknowledge and agree that all Products you have listed on your account with the Alibaba.com Website at the point of time upon your creation of the Spending Budget will be included in the provision of the Smart Marketing Campaign (“Product Listing”). Notwithstanding the foregoing, you may however alter and/or modify the Product Listing by from your account with the Alibaba.com Website. Alibaba.com may update the Product Listing at any time during the course of providing the Smart Marketing Campaign in the event where additional Product(s) are added to your account with the Alibaba.com Website.

4.6    Your Products will be listed in priority to other products on the Alibaba.com Website, or on specific portions of the Alibaba.com Website, with priority listing based on, inter alia: (a) the Bidding Price (as defined below); (b) keyword(s) searched by the Alibaba.com Website users; (c) the relevancy of the Product Information to the keyword(s) searched; (d) your account settings (including amongst others territory settings for advertising placement).

4.7    You will be charged only when users of the Alibaba.com Website have interacted with the Products, based on the number of clicks on such Products by Alibaba.com Website users. Each click of the Products that are displayed on Alibaba.com Website and/or relevant pages in the emails that Alibaba.com and/or its Affiliates sent to Alibaba.com Website users will cause the system to automatically deduct the Smart Marketing Campaign service fees from the Spending Budget.

4.8    The amount of theSmart Marketing Campaign service fee shall be determined based on the prevailing bidding price of the Product (“Bidding Price”) when the interaction with the relevant Product was made by the Alibaba.com Website user. The Bidding Price will automatically be determined and may vary from time to time by using software and other automated tools of Alibaba.com. Notwithstanding the foregoing, the maximum Bidding Price will not exceed RMB50 (or its equivalent in the currency that is applicable to your jurisdiction). Some of the major determining factors of the Bidding Price include the number of other sellers with products similar to the Products on Alibaba.com Website (“Third Party Sellers”), the bidding prices submitted by the Third Party Sellers when using the Keyword Advertising services.

4.9    During the course of the provision of the Smart Marketing Campaign (and prior to your Spending Budget is exhausted), you shall not discontinue the Smart Marketing Campaign within the first ten (10) days from the commencement of any Spending Budget. In the event where you choose to discontinue the Smart Marketing Campaign after ten (10) days from the commencement of any Spending Budget, any balance in your Keyword Advertising Fund Account (including the unutilised Spending Budget) on the date when you discontinue the Smart Marketing Campaign shall be converted as the credits for Keyword Advertising service.

4.10  In the event where you have insufficient balance in your Keyword Advertising Fund Account for the creation of a Spending Budget, you will have to reload your Keyword Advertising Fund Account in order to continue using the Smart Marketing Campaign.

4.11  Youshall not be entitled to refund all or any funds remaining in your Keyword Advertising Fund Account including in the events of (a) cessation of your use of the Smart Marketing Campaign; and (b) early termination or expiry of the Validity Period of your Gold Supplier Package.

5.      ALIBABA.COM RIGHTS AND OBLIGATIONS

5.1    Alibaba.com shall have the right to reject any application for the Smart Marketing Campaign.

5.2    Alibaba.com shall have the sole right and discretion to make any and all decisions relating to all matters relating to your company profile on the Alibaba.com Website, including but not limited to making any change to its content.

5.3    Alibaba.com shall have the non-exclusive, transferable, assignable and royalty-free rights to use your company name, company profile, trade mark, trade name, device, design and/or logo in connection with the provision of the Smart Marketing Campaign.

5.4    Alibaba.com shall be entitled to take down any Product: (a) that is obscene, pornographic, false, misleading, defamatory or unlawful; (b) that infringes on third parties’ intellectual property rights; (c) due to the request or demands from any governmental or regulatory authority; or (d) whose Product Information is not true, inaccurate, incorrect or misleading. If your Product is taken down by Alibaba.com for the aforementioned reasons, Alibaba.com shall not be liable for any damages and/or losses that you may suffer as a result thereof.

5.5    Alibaba.com shall reserve the absolute discretion to amend, change, modify, revise and/or update its system, software and/or any of its automated tools used in the provision of the Smart Marketing Campaign (including but not limited in the factors affecting priority listing and the determination of the Bidding Price) as it deems reasonable and necessary without notifying you.

5.6    Your agreement to use the Smart Marketing Campaign shall not guarantee that Alibaba.com will provide such services. If the Product Information submitted by you does not comply with these Terms and/or any of the applicable rules and regulations on the Alibaba.com Website, Alibaba.com will specify the reasons for non-compliance, or suggest that you modify the relevant Product Information.

6.      YOUR OBLIGATIONS

6.1    You shall be solely responsible for:

(a)       contents of the Product Information and the Products;

(b)       ensuring that you have the right, license or relevant authority to subscribe and use the Smart Marketing Campaign, and sell the Products;

(c)       conducting its business affairs with integrity and in an ethical manner; and

(d)       conduct all activities on the Alibaba.com Website in accordance with all applicable laws and regulations and commonly accepted commercial practices.

6.2    You shall use the Smart Marketing Campaign in accordance with these Terms and in accordance with all applicable laws and regulations.

6.3    You authorize the Service Provider to utilize its software and other automated tools in the provision of the Smart Marketing Campaign, determination of the Bidding Price and the determination of the listing of the Products on Alibaba.com Website.

6.4    You acknowledge and are well aware that (a) the provision of the Smart Marketing Campaign will mostly involve the use of software and/or automated tools designed to provide the Smart Marketing Campaign; and (b) Alibaba.com does not guarantee any result of the Smart Marketing Campaign (including in terms of accuracy and reasonableness) and shall not be subject to any claim if the Smart Marketing Campaign does not meet your expectations.

7.      AMENDMENTS AND CESSATION

7.1    Alibaba.com reserves the right to amend these Terms at any time by posting the amended and restated version on the Alibaba.com Website. The amended and restated Terms shall be effective immediately upon posting. After posting by Alibaba.com of the amended and restated Terms, your continued use of Smart Marketing Campaign shall be deemed as your acceptance of the amended and restated Terms.

7.2    Alibaba.com reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of the Smart Marketing Campaign or any of its related functionalities or applications at any time in its sole discretion, and in the case of any permanent discontinuation or termination of the Smart Marketing Campaign, Alibaba.com shall have the right at its sole discretion, decision and timing to convert the Smart Marketing Campaign to another Value Added Service offered by Alibaba.com at such conversion rate and on such terms that Alibaba.com may at its sole discretion determine upon reasonable notice to you.

8.      ACKNOWLEDGEMENT AND UNDERTAKING

8.1    You agree and undertake that you will:

(a)       not submit any untrue, falsified, incorrect, incomplete, misleading, fraudulent or unlawful information to Alibaba.com pursuant to your application or use of the Smart Marketing Campaign;

(b)       not copy, reproduce, exploit or expropriate Alibaba.com's various proprietary directories, databases and listings;

(c)       not use or distribute any computer viruses or other destructive devices and codes that may harm, interfere, intercept or expropriate any software or hardware system, data or personal information;

(d)       not gain or attempt to gain unauthorized access to the computer systems or networks used by Alibaba.com or engage in any other activities that may harm the integrity of such computer systems or networks;

(e)       not carry on activities on Alibaba.com Website that are not in compliance with any laws and regulations;

(f)         not submit or provide any information to Alibaba.com that directly or indirectly infringe the intellectual property rights of any third party.

9.      REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1    You represent, warrant and covenant (as applicable) to Alibaba.com that each of the statement contained in this Clause 9 is true, accurate, complete and not misleading in all respects and will continue to be so until your cessation of use of the Smart Marketing Campaign:

(a)       you have complied with all of the conditions set forth in Clause 6;

(b)       any and all information you provided to Alibaba.com pursuant to your application for and use of the Smart Marketing Campaign is true, accurate, complete, lawful and valid;

(c)       you have and will continue to, at all times during your use of the Smart Marketing Campaign, abide by the Terms and all relevant rules published on the Alibaba.com Website;

(d)       you will not infringe the legitimate rights of any third parties, including but not limited to the intellectual property rights, property ownership right and any third parties pursuant to your use of the Smart Marketing Campaign; and

(e)       your use of the Smart Marketing Campaign complies or will comply with any and all applicable laws and regulations in any applicable jurisdiction.

10.    INDEMNIFICATION

10.1  You agree to indemnify Alibaba.com and its Affiliates and their employees, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your breach of any of these Terms pursuant to your use of the Smart Marketing Campaign, and/or any third party claim or liability arising out of or related to your breach of any third party’s intellectual property rights. Alibaba.com reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alibaba.com in asserting any available defences.

11.    TAXES

11.1 You shall be responsible for and shall pay all Taxes due under these Terms and on all amounts payable hereunder. Unless otherwise indicated, all amounts payable by you to Alibaba.com are exclusive of Taxes that may be levied by any jurisdiction. Taxes will be added to the amounts payable by you to Alibaba.com as applicable and as required by law such that the net amount actually received by Alibaba.com equals the full amount of the payment due hereunder. For greater certainty, Taxes will not be added to the amounts payable by you to Alibaba.com where you have provided Alibaba.com with evidence to Alibaba.com's satisfaction of a lawful and applicable exemption for such Taxes.

11.2  “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 (a) based on gross or net income; (b) franchise taxes; or (c) property, personal property or rental taxes (collectively "Excluded Taxes").

11.3  Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law. Notwithstanding anything else contained herein, all amounts payable by you pursuant to these Terms shall be free of withholding on account of any Taxes. If any Taxes are required to be withheld from any such amount payable by you under these Terms, you (a) shall pay an additional amount such that the net amount actually received by Alibaba.com, after such withholding, equals the full amount of the payment then due; (b) shall timely pay to the relevant taxation authority the full amount required to be withheld in accordance with applicable law; and (c) shall furnish Alibaba.com as soon as practicable (but in no event later than thirty (30) calendar days post payment to the relevant taxation authority) an official receipt evidencing payment of the withheld amount to the relevant taxation authority.

11.4  “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.

12.    LIMITATION OF LIABILITY

12.1  THE SMART MARKETING CAMPAIGN IS PROVIDED “AS IS” AND AT YOUR OPTION AND RISK AND NONE OF ALIBABA.COM, ITS AFFILIATES OR RELATED COMPANIES MAKE ANY GUARANTEE OR REPRESENTATION IN CONNECTION WITH THE RESULTS OF THE SMART MARKETING CAMPAIGN. TO THE FULLEST EXTENT PERMITTED BY LAW, ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWISE, ARISING FROM THE USE OR INABILITY TO YOUR USE OF THE SERVICES, OR THE DISCONTINUATION OF ANY OF THE SERVICES.

12.2  Where Alibaba.com is held accountable for assuming any liability under these Terms, you agree that the maximum liability amount shall be capped at RMB10,000 or its equivalent in the relevant transaction currency.

13.    TERM

13.1  These Terms shall come into effect from the date the Smart Marketing Campaign is subscribed for and will remain valid for a period consistent with the Validity Period of your Gold Supplier Membership, unless terminated according to Clause 14 below.

14.    TERMINATION OF SERVICES

14.1  Alibaba.com shall be entitled to suspend or terminate the Smart Marketing Campaign immediately in the event of the following:

(a)       breach of any material term or condition of these Terms, and fails to cure such breach within thirty (30) days after written notice;

(b)       information provided for any Products are false or misleading;

(c)       illegal use of the Smart Marketing Campaign, or if there are any valid judicial orders or judgments against you in respect of your use of the Smart Marketing Campaign;

(d)       the content of the Product Information that is displayed infringes the intellectual property rights of third parties;

(e)       you become the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; and

(f)         you become the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within thirty (30) days of filing.

15.    Force Majeure 

Under no circumstances shall Alibaba.com be held liable for any delay or failure or disruption of the Smart Marketing Campaign resulting directly or indirectly from acts of nature, forces or causes whatsoever outside its reasonable control, including without limitation, events such as acts of God, Internet failure, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortage of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals, or non-performance of third parties or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.

16.    GENERAL RULES

16.1  These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any of its conflict of law provisions. You and Alibaba.com hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong for any disputes that arise out of your use of the Smart Marketing Campaign.

16.2  Alibaba.com shall not be responsible for any failure or delay in its performance under these Terms due to causes beyond its reasonable control, including, but not limited to, system failure, war, and riot.

16.3  If any provision of these Terms is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible. In any event, all other provisions of these Terms shall be deemed valid and enforceable to the full extent possible.

16.4  The relationship between the parties is that of independent contracting parties. Nothing in these Terms shall constitute or be deemed to constitute a relationship of joint venture, partnership, franchise or similar arrangement between the parties.

16.5  If any provision of these Terms is held to be unenforceable for any reason, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the maximum extent possible. In any event, all other provisions of these Terms shall be deemed valid and enforceable to the full extent possible.

16.6  If there is any conflict between the English version and another language version of these Terms, the English version shall prevail. Any non-English language version of these Terms is provided for reference purposes only.

16.7  Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.