Transaction Agreement for 1688 Global Supply Center

Transaction Agreement for 1688 Global Supply Center

This Transaction Agreement for 1688 Global Supply Center (this “Agreement”) describes the terms and conditions of any Online Transaction which you conclude with the Seller (as defined below) for products or services by using the websites, mobile sites, mobile applications and other online transaction portals (if applicable) owned, operated, branded or made available by Alibaba.com Singapore E-Commerce Private Limited (“Alibaba.com”) from time to time relating to the 1688 Global Supply Center that is maintained at global.1688.com (the “Sites”). You should read this Agreement and, to the extent as applicable, the relevant Transactional Terms (defined in clause 1.2 below), and other rules and policies of Alibaba.com (including those specified in clause 1.3) carefully which are hereby incorporated into this Agreement by reference.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY! PLEASE PAY ATTENTION TO PROVISIONS THAT EXCLUDE OR LIMIT LIABILITY AND TERMS OF DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION, WHICH MAY APPEAR IN CAPITAL LETTERS.

1. Application and Acceptance of Terms

1.1 Contracting Party. This Agreement is entered into between the registered member who purchases or acquires the product(s) or service(s) under an Online Transaction (as defined in clause 3.1 below) as a buyer (hereinafter referred to as “you”, “your”, “Buyer” or “Member”) and 1688 Singapore E-Commerce Private Limited, its affiliates or any authorized third party who supplies the product(s) or service(s) under an Online Transaction as a seller (hereinafter referred to as “Seller”).

1.2 Transactional Terms. The Seller may publish transaction rules, dispute rules and other rules and policies that are applicable to any Online Transaction and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.

1.3 General Terms. You agree that you shall also comply with relevant rules and policies published on the Sites which are also incorporated into this Agreement by reference (“General Terms”). The General Terms include without limitation:

(a) Terms of Use for 1688 Global Supply Center (“Terms of Use”); and

(b) Privacy Policy for 1688 Global Supply Center (“Privacy Policy”).

Any Online Transaction is subject to your continuous observation and compliance with the Terms of Use and any other General Terms. If you do not agree with or fails to comply with the Terms of Use and any other General Terms (or any part thereof) including its subsequent amendments or modifications, you are not eligible to enter into any Online Transaction. In the event that you have entered into a valid Online Transaction under this Agreement, you shall be deemed to have agreed to comply with the Terms of Use and any other General Terms.

1.4 Binding Agreement. This Agreement, including the Transactional Terms and the General Terms, form a legally binding agreement between the Buyer and the Seller in relation to your entry into any Online Transaction on the Sites. By entering into any Online Transaction, you agree to accept and be bound by this Agreement. Please do not enter into any Online Transaction if you do not accept all of the terms of this Agreement.

1.5 Amendments. The Seller may amend any terms of this Agreement at any time by posting the relevant amended and restated version on the Sites. The amended terms shall be effective immediately upon posting. By continuing to enter into any Online Transaction, you agree that the amended terms will apply to you.

1.6 Language Version. If the Seller has posted or provided a translation of the English version of any terms of this Agreement, you agree that the translation is provided for convenience only and that the English language version will prevail and govern your entry into any Online Transaction.

1.7 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with the Seller in connection with any Online Transaction (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant Online Transaction.

2. Use of the Sites

2.1 Registered Member. The Buyer must be a registered member of the Sites to enter into any Online Transaction. In the event that the Buyer has a valid Online Transaction under this Agreement at the point at which its membership registration on the Sites is terminated, the Seller shall have the full discretion and authority to refund or not to refund to the Buyer all or part of the funds under the Online Transaction as the Seller considers appropriate in its sole discretion.

2.2 In case of any dispute in connection with any Online Transaction, the records of the Seller shall take precedence and be conclusive.

3. Online Transaction

3.1 The Buyer and the Seller shall enter into a transaction to place, accept, conclude, manage and fulfill orders for the provision of products and services online on the Sites, subject to the terms of this Agreement (“Online Transaction”).

3.2 Starting an Online Transaction.

(a) Any Buyer who intends to enter into an Online Transaction for products or services shall complete and submit an order online using the applicable standard order form on the Sites. The Buyer shall be responsible for ensuring that you have agreed to, and specified, all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, packaging requirements, shipping etc.

(b) After receipt of an online order from the Buyer, unless the Seller otherwise notifies the Buyer, the Seller shall accept and proceed with the online order.

(c) Notwithstanding that the Seller may have accepted an online order, the online order shall not be binding and effective until and unless the Buyer has made the full settlement of the payable amount pursuant to the relevant online order in accordance with clause 4.1.

(d) The Seller reserves the right, at its sole discretion, to refuse or cancel any Online Transaction for any reason without any liability for any losses or damages arising out of or in connection with such refusal or cancellation. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by the Seller’s credit and fraud control department, where the Seller has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject the Seller or any of its affiliates to liability. The Seller may also require additional verifications or information for any Online Transaction, and you agree to provide such verifications and information to the Seller upon request.

(e) An Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. The Seller and the Buyer shall complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement. Unless otherwise agreed by the Seller or provided in this Agreement or any relevant Transactional terms, the Buyer shall not cancel any Online Transaction which has been confirmed pursuant to clause 3.2(b).

(f) For the purposes of completing and fulfilling an Online Transaction such as the warehousing and logistic service companies, shipping agents, inspection agents, insurance companies, payment system etc, the Buyer may either engage the services of third party vendors on its own or request the Seller to engage third party vendors on your behalf. Some of such third party vendors may be partners of the Seller and thus designated by the Seller to you. Among such designated partners, you may be required to agree and accept the terms and conditions of their services online within the Sites. Notwithstanding the foregoing, for all third party vendors, you acknowledge and agree that such third party vendors are engaged at your own discretion and cost and that you will not hold the Seller and its affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from the services of such third party vendors.

4. Payment and Settlement.

4.1 Purchase Settlement. The Buyer shall be obliged to make payment in accordance with the amount(s) stipulated in the relevant online order (“Transaction Amount”) simultaneously when it places the online order. For the avoidance of doubt, the Seller shall not be obliged to process any online order, notwithstanding that such online order may have been confirmed between the Buyer and the Seller in accordance with clause 3.2(b), until and unless the Buyer has fully settled the Transaction Amount that is due and payable thereunder. Any obligation of the Seller under the relevant online order shall not be effective and shall be delayed for such period of time in commensurate with the time taken by the Buyer to fully settle the Transaction Amount as required hereunder. In the event where the Seller rejects any online order made by the Buyer, the Seller shall refund the full amount of the Transaction Amount it received from the Buyer to the Buyer.

4.2 Ancillary Fees. To the extent where applicable, the Buyer agrees that all fees and expenses incurred in connection with the fulfillment of any Online Transaction including but not limited to logistics fees and product inspection services fees shall be borne by the Buyer (“Ancillary Fees”). The Buyer shall fully settle the Ancillary Fees at the same time when making payment for the Transaction Amount. In the event where the actual amount of the Ancillary Fees is not ascertainable at the time when an online order is placed by the Buyer, the Buyer shall (a) pay an estimated amount of the Ancillary Fees (“Estimated Ancillary Fees”) (the amount of which shall be determined by the Seller or its authorized partners) to the Seller at the same time when making payment for the Transaction Amount; or (b) pay the full Ancillary Fees subsequently upon its receipt of the relevant notification from the Seller or its authorized partners.

4.3 In the event where the Buyer has paid for the Estimated Ancillary Fees, the Seller or its authorized partners shall notify the Buyer once the actual Ancillary Fees have been ascertained. Both Buyer and Seller agree that: (a) in the event where the actual Ancillary Fees is more than the Estimated Ancillary Fees, the Buyer shall pay the difference to the Seller or its authorized partners within three (3) days from the notification date; or (b) in the event where the actual Ancillary Fees is less than the Estimated Ancillary Fees, the Seller shall refund the difference to the Buyer in the manner as determined by the Seller.

4.4 The Buyer is aware that any delay in making payment for the Ancillary Fees may affect, amongst others, the shipment of the products and the Buyer shall be solely responsible and liable for any loss or costs incurred as a result of such delay.

4.5 Bank Charges. The Buyer and the Seller shall each be responsible for its own bank charges.

4.6 Obligations to Pay Taxes. The Buyer shall be solely responsible for payment of any applicable taxes (such as GST and VAT), duties or other governmental levies or any charges or fees that may be imposed on any products or services purchased or supplied under or in connection with the Online Transaction.

4.7 Payment Methods. The Buyer shall pay the Transaction Amount by credit card, bank transfer or any other payment methods available on the Sites. The Buyer acknowledges that certain payment methods may be provided by the Seller’s partners.

4.8 Unless otherwise agreed between the Buyer and the Seller, any payment of Transaction Amount shall be in USD (or its equivalent in a mutually agreed local currency).

5. Refund and Inspection

5.1 Inspection. To the extent where applicable, the Buyer may at its own costs and expenses appoint a third party vendor which is designated by the Seller to conduct products acceptance inspection when the products have arrived at the warehouse or designated premises of the Seller or the Buyer (as applicable) within the People Republic of China (“PRC”). For the avoidance of doubts the Seller would not acknowledge any inspection report in the event where any inspection is conducted by a third party which is not designated by the Seller.

5.2 Inspection process. If the third-party vendor determines that all or any part of the relevant products are not in compliance with the terms and conditions as specified in the relevant online order form and are therefore Non-Compliant Products (as defined below), the Buyer may reject the Non-Compliant Products provided that the products are still in China and request for refund. In the event where only a portion of the relevant products are Non-Compliant Products, the Buyer may reject the Non-Compliant Products, and accept the rest in which case the Seller shall process a pro rata refund.

5.3 Passing of title of products. Unless otherwise agreed in writing and subject to the terms of this Agreement, title and risks of the products shall pass to the Buyer when the products have left the warehouse or designated premises of the Seller or the Buyer (as applicable) within the PRC for shipment to the Buyer’s destination country.

5.4 Save as otherwise provided hereunder, the Buyer agrees and acknowledges that no refund, rejection or return of products purchased shall be accepted by the Seller under any circumstances. Notwithstanding that, the Seller shall have the sole discretion to process any refund and return request as it deems fit.

5.4 For the purposes of this clause, “Non-Compliant Products” means products that: (i) do not comply with terms and conditions as specified in the relevant online order form; or (ii) are damaged or defective (except if such damage or defect occurred during carriage, and in which event, the liability shall be borne by the Buyer or its appointed logistics service provider).

6. Shipping and Logistics

6.1 Engagement of logistics service provider. The Buyer shall be responsible to engage its logistics service provider to arrange for the shipping of the products pursuant to any Online Transaction. Alternatively, the Seller may at the request of the Buyer arrange for the shipping of the products to the Buyer’s designated destination(s), including to engage logistics service provider on the Buyer’s behalf. Regardless of which, the Buyer agrees and acknowledges that it (or its appointed service provider) shall amongst others bear all costs and expenses, prepare the relevant customs formalities for the exportation and importation of the products, clearing Chinese and overseas customs, importing the products into the Buyer’s destination country.

6.2 Risks. Unless otherwise provided herein, all delivery and transfer of risk terms between the Buyer and the Seller (including but not limited to their respective responsibilities and obligations in the fulfillment of any Online Transaction) shall be in accordance with EX WORKS (Incoterms 2010).

6.3 No liability. The Seller shall not be liable for any losses, damages, delay or cancellation in connection with shipment of products.

7. Custom Clearance.

7.1 Customs Clearance Documents. To the extent where applicable, the Buyer shall prepare and submit (or instruct its appointed service provider to prepare and submit) all documents required for the purpose of customs clearance (including but not limited to the contract of carriage, contract of insurance and all other relevant documents) (collectively, the “Customs Clearance Documents”) to the Seller through the Sites or any other mode as may be notified by Seller, no later than three (3) business day before the relevant products are shipped out of the Seller’s warehouse (or its designated premises). Notwithstanding anything to the contrary herein contained, the Seller shall reserve the rights to withhold or delay the shipping of any products without liability by refusing to allow the products to be shipped out of the Seller’s warehouse (or its designated premises) by the Buyer or its appointed service provider, if the Buyer (or its service provider) fails to submit the Customs Clearance Documents to the Seller through the Sites in accordance with this clause 7.1.

7.2 Indemnification. The Buyer shall ensure all the information provided in the Customs Clearance Documents for Customs clearance conform to the information provided by the Buyer in the Sites. The Buyer shall indemnify the Seller and its affiliates for all and any losses, claims, demands, actions, damages, penalties and costs or expenses incurred by Seller and/or its affiliates (including, without limitation, penalties imposed by Customs authorities and fees paid to the warehouses) as a result of the Buyer’s failure to comply with this clause.

7.3 Buyer’s responsibility. For the avoidance of doubt, the Buyer shall be fully responsible for any delay, negligence, liability, fault, action, losses or damages caused or committed by any service provider regardless of whether such service provider was engaged, recommended or appointed by the Seller on the Buyer’s behalf.

8. Buyer’s Responsibilities.

8.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transaction. If your failure to do so results in delay in the completion of any Online Transaction, cancellation of any Online Transaction, or disposal of any funds, the Seller shall not be liable for any losses or damages arising from such default, delay, cancellation or disposal.

8.2 Representations and Warranties. You represent and warrant to the Seller that:

(a) you will enter into the Online Transaction in good faith and in compliance with all applicable laws and regulations, including laws related to anti-money laundering and counter-terrorism financing;

(b) all information and material you provide in connection with the use of the Transaction Services or pursuant to any Online Transaction is true, lawful and accurate, and is not false, misleading or deceptive;

(c) you will not enter into any Online Transaction to defraud the Seller, Alibaba.com or its affiliates, or any other members or users of the Sites or engage in other unlawful activities (including without limitation dealing in products prohibited by law);

(d) you have full power and authority to enter into this Agreement and to perform fully and timely your obligations hereunder (including to make prompt payments and acknowledge receipt of any products delivered to you without any undue delay);

(e) your entry into and performance of this Agreement shall not infringe the rights of any third party or cause yourself to be in breach of any obligations to a third party; and

(f) you shall comply with all applicable laws and regulations and maintain any permits, licenses and approvals required to perform its obligations hereunder.

8.3 Breaches. If you are, in the Seller’s opinion, not acting in good faith, or otherwise acting in breach of this Agreement, the Seller shall have the right to cancel the relevant Online Transaction(s) at any time without any liability for any losses or damages arising out of or in connection with such cancellation. The Seller also reserves the right to withhold or forfeit any payment(s) made by you pursuant to any Online Transaction.

8.4 Indemnification by Member. You agree to indemnify the Seller and its affiliates, employees, directors, officers, 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 this Agreement. The Seller reserves the right, at its own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with the Seller in asserting any available defenses.

8.5 Collection and Use of Information for Online Transaction. If you have entered into an Online Transaction, you acknowledge and agree that the Seller shall have the right to use the information collected about you, including but not limited to your credit information, business information, personal information (such as individual’s name and office address) and financial information to facilitate the administration, processing, and operation of the Online Transaction, in accordance with the Privacy Policy.

9. Seller’s Representations and Warranties.

9.1 Seller’s Representations and Warranties. The Seller represents and warrants that (i) it has the authority and capacity to enter into this Agreement; and (ii) it is not subject to any restrictive covenant or other legal obligation which prohibits it from performing its obligations hereunder.

10. Intellectual Property Authorization.

10.1 IP License. The Seller agrees to grant the Buyer a non-exclusive, non-transferable, revocable, worldwide, non-sub-licensable, and royalty-free right and license (the “IP License”) to use, copy, publish, exhibit, adopt and display the trademarks, logos, images and exterior carton designs (if any) of the products pursuant to any Online Transaction (collectively, the “Seller Intellectual Properties”), and to incorporate such Seller Intellectual Properties into other works in any form or via any media or technology currently known or to be developed in the future for the purposes of distribution, promotion, marketing and sales of the products purchased from the Seller pursuant to any Online Transaction on the following media: (a) websites (including, without limitation, Internet search engines and websites operated and maintained by Buyer); (b) social media; (c) advertisements on TV; and (d) outdoor advertisements (including, without limitation, on buses and bus stop boards and in subway stations, office buildings and elevators).

10.2 Notification of Infringement. The Buyer shall promptly notify the Seller of any infringement, violation, misappropriation or other misuse of the Seller Intellectual Properties, and shall defend, indemnify and hold harmless the Seller and their respective officers, employees, shareholders, distributors and agents, from and against any and all third party claims and alleged claims (including any third party action, loss, damage or liability arising under any relevant legislation, regulations, ordinances or common law) and related expenses, including reasonable legal fees and costs, arising from or in connection therewith.

10.3 Cease of license. The License shall cease upon the termination or expiration of this Agreement. The Buyer shall, at the Seller’s request, execute all documents confirming the Seller’s rights in and to the Seller Intellectual Properties.

11. Confidentiality.

11.1 Confidential Obligations. You shall keep confidential all confidential information provided by other members of the Sites or by the Seller or any of its affiliates in connection with any Online Transaction.

11.2 Confidential Information. All information and material provided by another member of the Sites or by the Seller or any of its affiliates will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently becomes public other than due to your breach of the confidential obligations.

11.3 Data Protection and Privacy. You must read the Privacy Policy which govern the protection and use of personal information of the Buyer and the Seller in the possession of the Seller and its affiliates and explains how your personal information may be processed in connection with products and services offered by the Seller. The privacy policy can be accessed at Privacy Policy.

11.4 Data Protection and Privacy Role of Sellers. The Seller acknowledges that it has its own data protection and privacy compliance responsibilities with respect to personal information of the Buyer or other individuals that the Seller processes.

12. Termination.

12.1 The Seller may terminate this Agreement with immediate effect on written notice without any liability to the Buyer if:

(a) the Buyer commits a material breach of this Agreement and fails to remedy the breach (if remediable) within ten (10) calendar days of receiving written notice to that effect specifying the breach and requiring it to be remedied;

(b) the Buyer ceases to conduct its business operations;

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

12.2 In the event where this Agreement is terminated, without prejudice to any rights and remedies that may be available to the Seller (including to recover any amounts which may be due and payable by the Buyer), the Seller shall have the right to forfeit any payments (or any part thereof) made by the Buyer.

13. Disclaimer and Limitation of Liability

13.1 Representations and Warranties relating to Products or Services. All representations and warranties relating to any products or services on the Sites shall be limited to those which are expressly stated and specified in connection with the relevant products and services offered on the Sites. Save for the aforementioned representations and warranties, the Buyer agrees and acknowledges that the Seller does not provide or will not be deemed to provide any additional representations and warranties (including any implied warranties). Unless otherwise expressly provided or required by the applicable law, the Seller shall not be responsible, for the quality, safety, lawfulness or availability of the products or services offered on the Sites.

13.2 No Warranty. You expressly agrees that your entering into any Online Transaction is at your sole risk. TO THE FULL EXTENT PERMITTED BY LAW THE SELLER MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED ON THE SITES. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. THE SELLER AND ITS AFFILIATES FURTHER 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 DISCLAIMED AND EXCLUDED.

13.3 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, THE SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, 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, EQUITY OR OTHERWISE, ARISING FROM ANY ONLINE TRANSACTION. THE AGGREGATE LIABILITY OF THE SELLER AND ITS AFFILIATES AND AGENTS IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE AGGREGATE AMOUNTS RECEIVED BY THE SELLER FROM THE BUYER FOR THE PAST SIX (6) MONTHS OR US$1,000.

13.4 SOME OR ALL OF THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IF YOUR STATE, PROVINCE OR COUNTRY DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS UNDER YOUR LOCAL LAW IN YOUR STATE, PROVINCE OR COUNTRY THAT VARY FROM STATE TO STATE. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS IF THEY ARE APPLICABLE TO YOU.

14. Force Majeure.

Force Majeure. Under no circumstances shall the Seller and its affiliates or agents be held liable for any delay or failure or disruption in the fulfillment of any Online Transaction 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 labor or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

15. Notices.

Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest membership profile on the Sites. Notice shall be deemed given 24 hours after email is sent, unless the Seller is notified that the email address is invalid. Alternatively, the Seller may give you legal notices by mail to the address in your latest membership profile in which case the notice shall be deemed given five (5) days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on the Seller by sending the notices to the Seller personally, by courier or certified mail at 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong.

16. Governing Law; Jurisdiction.

16.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION (“HONG KONG”) WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.

16.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement and/or an Online Transaction (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.

16.3 Disputes between you and the Seller. In case a Dispute arises between you and the Seller, if the Dispute is not resolved between you and the Seller by amicable negotiations, you and the Seller agree that the Dispute shall be finally resolved by arbitration with the HONG KONG ARBITRATION CENTRE (“HKIAC”) FOR ARBITRATION.

16.4 HKIAC ARBITRATION. IF ANY DISPUTE IS SUBMITTED TO THE HKIAC FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE RULES OF THE HKIAC IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH AND IN HONG KONG. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD RENDERED BY THE HKIAC SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.

16.5 Indemnification. If you initiate any legal proceedings against the Seller or its affiliates (as applicable) in breach of this clause 16, you shall hold the Seller and its affiliates, agents, employees, directors, officers harmless, and indemnify the Seller against any claim, losses and damages that it may suffer thereby.

16.6 Limitation Period. In any event, you may not make any claim against the Seller or its affiliates under this Agreement after one (1) year from the occurrence of the matter giving rise to the claim.

16.7 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.

17. General Provisions.

17.1 Entire Agreement. This Agreement constitutes the entire agreement between you and the Seller with respect to and governs the entry into any Online Transaction, superseding any prior written or oral agreements in relation to the same subject matter herein.

17.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

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

17.4 No Waiver. Any failure by the Seller and its affiliates 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.

17.5 Assignment. The Seller 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 of its affiliates and to any successor in interest. The Seller may delegate certain of the Seller’s rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.

17.6 Additional Terms. For any Online Transaction, the Seller may impose additional restrictions, limitations and prohibitions as well as penalties for any violations in the relevant Transactional Terms.