information containing viruses, Trojans, crawlers , and other malicious software and programs that may destroy, distort, delete, or affect the normal operation of any system of Taobao Global Platform or secretly obtain the data and personal information of Taobao Global Platform and other users without authorization; or
other information contravening with the public interest or public morals or being inappropriate for publish on Taobao Global Platform in accordance with the relevant agreements and rules of Taobao Global Platform.
Authorized Use. The intellectual property rights, portrait rights, and other rights in the texts, images, videos, audios other than personal information provided, published and generated by you during your use of Taobao Global Platform Services will not be transferred due to uploading, publishing, and other acts. Unless specified otherwise by us, to the extent permitted by law, you grant Taobao Global, our Affiliates and Alipay a royalty-free, non-exclusive, worldwide and sub-licensable license to use (including store, use, copy, revise, edit, publish, display, translate and distribute the information above or generate derivative works, incorporate the information above into other works in the form, media or technology currently known or developed later) as well as the right to collect evidence and bring lawsuit in our own name against third party in case of infringement.
To facilitate your use of Alibaba Platforms, Alipay, and other related services, you authorize Taobao Global to transfer the information provided and generated by you in the process of registration and use of Taobao Global Platform Services to Alibaba Platforms, Alipay, and other relevant service providers, or to obtain the information provided and generated during your registration and use of relevant services from Alibaba Platforms, Alipay, and other service providers.
Breach and Measures
You are in breach under any of the following circumstances:
You violate relevant laws and regulations during use of Taobao Global Platform Services; or
You violate the Agreement or the supplemental agreement hereto (as set forth in Clause 2.2).
In order to adapt to the development of e-commerce and meet the needs of massive users for efficient and high-quality services, you understand and agree that Taobao Global may set out the procedures and standards for determining breach in Taobao Global Platform Rules. For example, Taobao Global can determine whether you are in breach by comparing your user data with massive user data; you are obliged to fully prove and reasonably explain your data anomalies, failing which you are deemed to be in breach.
Measures for Breach
Information Processing. If you are in breach by publishing information on Taobao Global Platform, Taobao Global may immediately delete or block the information pursuant to the Agreement and the corresponding rules.
Restrictions on Acts. If you are in breach due to your acts on Taobao Global Platform or acts not on Taobao Global Platform but having impact on Taobao Global Platform and its users, Taobao Global may take measures in accordance with the rules, including suspending part or all services, and charging liquidated damages. If your acts constitutes fundamental breach, Taobao Global may seize your account and terminate the services.
Alipay Account. If in addition to your breach, there exist certain circumstances such as fraud, sale of counterfeits, and theft of other's account, or you pose risks to other's transaction security or account security, Taobao Global will, based on the risk level of your acts, instruct Alipay to take measures such as cancellation of payment collection and suspension of payment against your Alipay account.
Publication of Results. Taobao Global may publish on Taobao Global Platform the aforementioned measures taken against you and other information about violation of laws and regulations as confirmed by effective legal instrument issued by administrative or judicial authorities.
If your act causes losses to Taobao Global and/or Affiliates and Alipay (including direct economic loss, loss of reputation, and indirect loss such as compensation, settlement, attorney fees and litigation costs), you shall be liable for all the losses sustained by Taobao Global and/or our Affiliates and Alipay.
If any third party makes any claim against Taobao Global and/or our Affiliates and Alipay due to your act, Taobao Global and/or our Affiliates and Alipay may recover all the losses from you after assuming obligations such as monetary payment to the third party.
If any third party suffers losses due to your act or you fail to perform the mediation decision, Taobao Global and/or our Affiliates may instruct Alipay to deduct the corresponding amount from your Alipay account for the purpose of protecting the public interest. If the balance in your Alipay account or deposit is not enough to pay the corresponding amount, you agree Taobao Global can use our own funds and pay on your behalf, and you shall reimburse Taobao Global for such payment and compensate Taobao Global for all the losses.
You agree that Taobao Global can instruct Alipay to deduct the corresponding amount from your Alipay account to pay the compensation as mentioned above. If the balance in your Alipay account is not enough to pay such compensation, Taobao Global and/or our Affiliates may directly offset your rights and interests under other agreements you have entered into with Taobao Global and/or our Affiliates and may continue to recover losses from you.
Commercial Bribery. If you provide employees or consultants of Taobao Global and/or our Affiliates with any physical objects, cash, cash equivalents, labor services, tours, and other interests with a value that is obviously beyond the scope of normal business negotiation, it is deemed that you commit commercial bribery. In such case, Taobao Global may immediately terminate all cooperations with you and you shall be liable for the liquidated damages and/or compensation as calculated based on the economic loss and loss of reputation sustained by Taobao Global due to your bribery.
Related Measures. If Taobao Global terminates the Agreement due to your material breach, for the purpose of maintaining the platform order and protecting the rights and interests of consumers, Taobao Global and/or our Affiliates may suspend or even terminate the cooperations with you under other agreements and notify you in the manner as agreed in Clause 8.
If it is provided in other agreements between you and Taobao Global and/or the agreements between you and our Affiliates and Alipay that the cooperation with you under this Agreement may be affected thereby, then for the purpose of maintaining the platform order, Taobao Global may suspend or even terminate the Agreement upon receipt of relevant instructions and notify you in the manner as agreed in Clause 8.
Modifications of the Agreement
Taobao Global may modify the Agreement and supplemental agreements from time to time based on changes of applicable laws and regulations to maintain transaction order and protect consumers' rights and interests. Taobao Global will go through legal procedures (if any) for the changed agreement and supplemental agreements (hereinafter referred to as "Changed Matters") and notify you in the manner as agreed in Clause 8.
If you do not consent to the Changed Matters, you have the right to contact Taobao Global and provide feedback prior to the effective date of the Changed Matters. If your feedback is adopted, Taobao Global will at its discretion adjust the Changed Matters where appropriate.
If you disagree with the Change Matters, you shall stop using Taobao Global Platform Services since the effective date of the Changed Matters, and the Changed Matters will not be binding upon you; if you continue to use Taobao Global Platform Services after the Changed Matters take effect, you are deemed to have agreed to the Changed Matters.
Valid Contact Information
When you register as a Taobao Global Platform user and accept Taobao Global Platform Services, you shall provide Taobao Global with true and effective contact information (including your email address, contact number, contact address, etc.) If your contact information changes, you are obligated to promptly update the relevant information and make sure that you can be reached.
The member account (including sub-account) generated by your registration at Taobao Global Platform for login on the Taobao Global Platform to receive website messages, system messages, and AliWangwang instant messages also serves as a valid way to contact you.
Taobao Global will send notices to you through one or more ways set forth above, and such notices may have significant impact, positive or negative, on your rights and obligations, to which you must pay appropriate attention.
You can obtain commercial information such as advertising information and promotional offers on your interested products through the mobile phone number or email address provided at the time of registration. If you are unwilling to receive such information, you may reject or unsubscribe it through the corresponding function provided by Taobao Global.
Service of notices.
Taobao Global can serve notices to you through the ways mentioned above. Written notices delivered in electronic form (including but not limited to announcements on Taobao Global Platform, SMS sent to the contact number provided by you, emails sent to the email address provided by you, AliWangwang messages, system messages, and website messages sent to your account) shall become effective upon the messages being successfully sent. Notices delivered in hard copies shall be sent to the contact address that you provided and shall become effective on the fifth day after Taobao Global dispatches the notice.
You warrant that the contact information provided by you is accurate and valid, and shall be updated in real time. You shall be solely liable for the consequences due to inaccurate contact information or any delay in notification of the updated contact information.
Termination of the Agreement
Circumstances of Termination
Termination by User. You have the right to terminate this Agreement in any of the following manners:
You can submit your application to Taobao Global to cancel your Account when all the conditions for Account cancellation announced by Taobao Global Platform are met;
You stop using Taobao Global Platform Services before the Changed Matters take effect and you explicitly state you will not accept the Changed Matters;
You explicitly state that you will not continue the use of Taobao Global Platform Services and the conditions for termination are met.
Termination by Taobao Global. Under any of the following circumstances, Taobao Global may terminate this Agreement by notice set forth in Clause 8:
If you breach this Agreement, Taobao Global can terminate this Agreement in accordance with relevant clause of this Agreement;
If you steal other's account, publish prohibited information, defraud other's property, sell counterfeits, disrupt market order, take improper measures for profit, and other improper behaviors, Taobao Global can seize your account in accordance with the Taobao Global Platform Rules;
In addition to the circumstances above, Taobao Global can seize your account in accordance with the Taobao Global Platform Rules if you repeatedly and seriously violate the relevant provisions of the Taobao Global Platform Rules;
Your account is revoked by Taobao Global in accordance with this Agreement;
You commit fraud, publish or sell counterfeit or products infringing other's rights on Alipay or Alibaba Platforms, infringe the legitimate rights and interests of others, or perform other behaviors in serious violations of the law or this Agreement; or
Other circumstances under which the services shall be terminated.
Consequence After Termination
Disclosure of User Information. Upon termination of this Agreement, Taobao Global shall have no obligation to disclose any information pertaining to your Account to you or any third party designated by you, unless expressly stipulated by law.
Rights of Taobao Global. Upon the termination of this Agreement, Taobao Global shall still have the rights to:
Continue to retain all kinds of information about you on Taobao Global Platform listed in Clause 5;
Taobao Global can still hold you liable for any breach occurred in accordance with this Agreement.
Process of Transaction. Upon the termination of this Agreement, in terms of your transaction orders generated during the term of this Agreement, Taobao Global may notify the counterparty of the transaction and decide whether to close the transaction order according to the willingness of the counterparty; if the counterparty requires for continued performance, you shall continue to fulfill this Agreement and the transaction order, and bear any losses or additional costs arising therefrom.
Governing Law, Dispute Resolution, and Miscellaneous
Governing Law. This Agreement shall be interpreted and governed by the laws of Hong Kong Special Administrative Region of the People's Republic of China (“Hong Kong”) without regard to or application of conflict of laws rules and principles. In absence of any laws, it shall be made reference to the business practice and/or industrial practice.
Dispute Resolution. Any controversy or dispute arising out of or related to this Agreement shall be submitted to Hong Kong International Arbitration Centre for arbitration in Hong Kong in accordance with its arbitration rules in effect at the time of the notice of arbitration. There shall be three (3) arbitrators, and Chinese shall be the language for the arbitration proceeding. The arbitration award shall be final and binding on both parties.
Severability. If any terms of this Agreement are deemed annulled, invalid or unenforceable, such terms shall be deemed severable and shall not affect the validity and enforceability of other provisions hereof.
Language. This Agreement is drafted in the English and Chinese languages. In case of any discrepancy, the Chinese version shall prevail.