Premium Sponsored and Service Terms and Conditions

PREMIUM SPONSORED ADS SERVICE

TERMS AND CONDITIONS

Version No.: 23 June 2020

These terms and conditions (these "Terms") govern the Premium Sponsored Ads Service (“Service”) offered to you by Alibaba.com (as defined below) through the Alibaba.com’s international website (URL: http://www.alibaba.com) and mobile apps (collectively, the “Alibaba.com Website”). BY CLICKING “AGREE” OR OTHERWISE ACCEPTING THESE TERMS OR CONTINUING WITH YOUR USE OF THE 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:

“Keyword”: means any combination of numbers, letters and/or symbols determined by you (in line with any rules relating to keyword setting), including but not limited to any content (including content that is recommended by system, selected by you and/or any third party agent) as may be determined by you through your platform account.

“Designated Supplier Information”: means the information provided by you for the purpose of being displayed at a designated advertising space on Alibaba.com Website when using the Service, including but not limited to company name, product photo, video, and information in relation to your product and/or service which is in and/or associated with any such photo or video.

1. Acceptance

You agree and accept that, in addition to these Terms, your application and use of the Service is bound by any and all of the rules, polices, privacy policy and terms of use of Alibaba.com Website and the terms and conditions governing the Alibaba.com Global Gold Supplier membership (including without limitation the Alibaba.com Gold Supplier Services Agreement available on the Alibaba.com Website).

2. Eligibility

You must be a registered user of Alibaba.com Website who has subscribed for Alibaba.com Global Gold Supplier membership and shall ensure that your Alibaba.com Global Gold Supplier membership is and will continue to be activated and valid, to be qualified for using the Service.

3. Scope of Service

3.1 Alibaba.com will provide the technical aspect of the Service. During the Service Period (as defined below), if and when any search made by users of Alibaba.com Website matches your Keyword, the corresponding Designated Supplier Information will be displayed at the top of the keyword search result.

3.2 For using the Service, you shall select and purchase the Keyword that is relevant to your business nature, and provide the corresponding Designated Supplier Information to Alibaba.com in accordance with any requirement as may be determined by Alibaba.com. Before completing your purchase of the Keyword, you shall ensure (including but not limited to checking with any third-party service provider(s) authorised by Alibaba.com) that there is a sufficient connection between the Keyword and the corresponding Designated Supplier.

3.3 In the event where you have purchased the Keyword Advertising Service (KWA) and theService for the same Keyword at the same time, and any search made by users matches the Keyword, the Service only (and not both KWA and Service) shall take effect. For greater clarity, if and when any search made by users of Alibaba.com Website matches your Keyword, the corresponding Designated Supplier Information will only appear once in the keyword search result and such appearance will be pursuant to your use of the Service (not the KWA).

3.4 You acknowledge and agree that Alibaba.com may at its sole discretion determine the manner in which the Designated Supplier Information will be displayed, including but not limited to improve the relevant layout and highlight certain photos and text for better visual effect; provided however that such determination by Alibaba.com will not exempt you from any liability which may arise in your capacity as an information provider.

3.5 Alibaba.com shall reserve the right to change, upgrade, modify and/or assign the Service (including its version and functions, where applicable) at its own discretion. Alibaba.com further reserves the right to develop new modules, functions and/or other services in the course of its provision of the Service. Notwithstanding the foregoing, unless otherwise determined by Alibaba.com, all terms set forth hereunder shall continue to apply.

4. Fees and Payment

4.1 Subject to the policy as may be updated by Alibaba.com from time to time, the service fee payable by you for using the Service shall be based on the period of the Service you opt for (“Service Period”) and the price of the Keyword (“Fee”). Unless otherwise provided herein and/or otherwise agreed by Alibaba.com in writing, any Fee paid by you shall not be refunded, whether in part or in whole.

4.2 Alibaba.com shall have the right to adjust the price setting mechanism, fee rates and payment terms for the Service from time to time based on the actual prevailing situations without obtaining your prior consent. Any adjustment shall become effective seven (7) days after the date of announcement made by Alibaba.com. Notwithstanding the aforesaid, in the event where you have applied and made a full payment for the Serviceprior to such adjustment being effective, your use of the Service will continue to be subject to the Terms which were in force prior to such adjustment and will not be affected by the adjustment until the completion thereof.

4.3 The Serviceshall be terminated following the termination of your Alibaba.com Global Gold Supplier membership. Unless otherwise determined by Alibaba.com, the Fee which may be outstanding in your account prior to such termination shall not be refunded to you.

4.4 In the event where the product to which the Keyword hereunder is related to is discovered to have violated any applicable law and/or rules on Alibaba.com Website, the Service shall cease forthwith thereafter. However, you may apply for refund or continue using the Service for the remaining of the Service Period provided that you replace the violated product with one that is in compliance with any applicable law and/or rules on Alibaba.com Website (“New Product”). You shall ensure that there is sufficient connection between the New Product and the Keyword. In the event where you apply for refund, you acknowledge and ag

4.5 In the event where the store to which the Keyword hereunder is related to is discovered to have violated any applicable law and/or rules on Alibaba.com Website, the Service shall cease forthwith thereafter. In such case, you may apply for refund.

4.6 In the event where you request for refund under Clauses 4.4 and 4.5, you agree and acknowledge that such refund shall be determine by Alibaba.com at its absolute discretion. Where Alibaba.com has agreed to your request for refund, the amount to be refunded shall be equivalent to the pro-rated Fee according to the outstanding Service Period at the point of time when Alibaba.com made such decision.

5. Alibaba.com Rights and Obligations

5.1 Alibaba.com shall have the right to (a) reject the provision of the Service to you; or (b) conduct promotional pricing or conduct other incentives for the Service 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 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 the Designated Supplier Information including but not limited to your company name, company profile, trade mark, trade name, device, design and/or logo in connection with the provision of the Service.

5.4 In the event where the Designated Supplier Information (or any part thereof) is discovered to be obscene, pornographic, false, misleading, defamatory, unlawful, or infringing on third parties’ intellectual property rights, or due to the request or demands from any governmental or regulatory authority, Alibaba.com shall be entitled to: (a) refuse to provide you the Servicewithout obtaining your prior consent; (b) request you to modify or delete the Designated Supplier Information and/or Keywords; and/or (c) take down the Designated Supplier Information and/or Keywords without obtaining your prior consent. In any of the foregoing events, you agree and acknowledge that Alibaba.com shall not be required and does not have any obligation to refund any Fees received from you, and shall not be responsible for any liability in respect thereof. Any liability which may arise as a result thereof shall be solely borne by you.

5.5 Your agreement to pay the Fees for the Service shall not guarantee that Alibaba.com will provide the Service to you. If the information submitted by you does not comply with the requirements of relevant provisions of these Terms, Alibaba.com will specify the reasons for non-compliance, or suggest you to modify the Designated Supplier Information and/or Keyword. Alibaba.com shall have the right to review the Designated Supplier Information and/or Keywords.

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 content of the Designated Supplier Information and the product(s) promoted via the Service;

(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 Designated Supplier Information.

6.2 You shall use the Service 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 the Service 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 Service or any of its related functionalities or applications at any time in its sole discretion. In the case of any permanent discontinuation or termination of the Service, Alibaba.com shall have the right at its sole discretion to refund any unused amounts as at the date of termination of the Service based on the records 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.

8. Acknowledgement and Undertaking

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 Service;

(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 with, intercept or expropriate any software or hardware system, data or personal information;

(d) 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;

(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 statements 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 Service:

(a) you have fulfilled 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 Service is true, accurate, complete, lawful and valid;

(c) you have and will continue to, at all times during your use of the Service, 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 Service; and

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

9.2 You represent and warrant that the Designated Supplier Information published on Alibaba.com and/or the Keywords shall not contain anything which may be in contravention with any laws, regulations and policies, including but not limited to any content that may jeopardize state security, and/or is reasonably deemed as obscene, pornographic, false, illegal, defamatory (including business defamation), unlawfully intimidating or harassing, or infringing upon others’ intellectual property, personal and/or other legitimate rights, interests and/or benefits, and any content that may be in violation of public order and good customs, or any link to such contents.

9.3 You agree that Alibaba.com may conduct verification via telephone, email, by personal visit and/or other methods as may be determined by Alibaba.com. You may be requested by Alibaba.com to provide the relevant supporting documents and information. Upon receipt of such request, you shall promptly provide the same. In the event where you fail to do so, Alibaba.com may terminate forthwith the Service without having to refund the Fees paid by you and/or any liability whatsoever.

9.4 You represent and warrant that: (a) you have the lawful right and authorization to display the Designated Supply Information and sell the products involved therein; (b) you will be solely liable for all dispute arising from (i) the contents, products and/or services in connection with the Designated Supply Information and/or the Keyword; and (ii) any business transaction that is entered into directly or indirectly pursuant to the Servicehereunder.

9.5 You hereby undertake that your use of the Service will not cause Alibaba.com to be involved or the subject of any demand, request, complaint, lawsuit, arbitration and/or claim initiated by any third party. In the event where Alibaba.com is involved in any of the foregoing events, you agree and acknowledge that Alibaba.com may immediately delete any information on Alibaba.com Website (including but not limited to the Designated Supplier Information), suspend and/or terminate the provision of the Service, and you undertake to indemnify Alibaba.com for any damages, losses, costs and/or expenses incurred thereby (including but not limited to court costs, attorney’s fees, notarization costs, and damages).

9.6 You represent and warrant that the Designated Supplier Information and Keywords involved in your use of theService shall comply with “Alibaba.com International Platform’s General Provisions”, including but not limited to the “Rules for Filling of Product Information”, “Enforcement Actions for Displaying Prohibited and Controlled Items”, “Enforcement Actions for Intellectual Property Rights Infringements Claims on Alibaba.com”, “Rules for Enforcement Actions Against Non-Compliance Relating to Inappropriate Product Postings”, “Rules for Handling Unauthorized Use of a Third Party’s Information”, and “Rules on Resolving Image Piracy Complaints”.

10 Indemnification

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 Service, and/or any third party claim or liability arising out of or related to you or the Designated Supplier Information in 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 has 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

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS 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 SERVICE. 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 SERVICE OR THE DISCONTINUATION OF THE SERVICE.

13 Use of Keyword Data

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

14. TERMINATION OF SERVICES

Alibaba.com shall be entitled to suspend or terminate the Service 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) keywords purchased by you are false or misleading in respect to the Designated Supplier Information promoted;

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

(d) the content of the Designated Supplier Information that is displayed infringes the intellectual property rights or interests 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 General Terms

15.1 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

15.2 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.

15.3 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.

15.4 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.