Affiliates

ADVERTISING SERVICE AGREEMENT

This Advertising Service Agreement (the “Agreement”) together with the Relevant Rules (as defined below) contains the terms and conditions that govern your participation in the Advertising Service Program (the “Program”). “Alibaba.com” or “our” means Alibaba.com Hong Kong Limited, a company incorporated under the laws of Hong Kong and having its registered address at 26/F, Tower One, Times Square, 1 Matheson Street, Hong Kong. “You”, “your” or “Participant” means the applicant for the Program. Each of Alibaba.com and Participant is referred to as a “Party” and collectively as “Parties”.

By signing the Insertion Order(s) (as defined below), the Parties agree to be bound by the terms and conditions of this Agreement. You acknowledge and agree that you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; and hereby represent and warrant that you are lawfully able to enter into contracts (e.g. you are not a minor) and that you are and will remain in compliance with this Agreement. In addition, if this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of that company or entity hereby represents and warrants that he or she is authorized and lawfully able to bind that company or entity to this Agreement.

1. DEFINITIONS

1.1 “Buyer” means a registered user of Platform Site who will make or has made a purchase of Platform Product/Service of the Platform Site.

1.2 “Fraud” means any action that intentionally attempts to create sales, leads, installations or click-through using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions.

1.3 “Insertion Order(s)” means a service order form(s) entered into by and between Alibaba.com and Participant that sets forth the specific pricing and other terms and conditions of the advertising services provided by Participant pursuant to this Agreement.

1.4 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

1.5 “Participant Site/Media” means the website or other online media controlled by Participant whereby Participant has the right to place advertisements of Platform Content pursuant to the Program.

1.6 “Platform” means any one or more of the platforms, which will be specified in the Insertion Order(s).

1.7 “Platform Application” means the Platform Application for iPhone, Android and iPad or such other similar mobile devices.

1.8 “Platform Content” means artworks, graphics, logos, and copies of (i) Platform Product/Service and (ii) materials promoting the Platform Application, that are made available by Platform to Participant for advertisements on websites or other media controlled by Participant. Platform Content excludes any data, images, text, or other information or content relating to products or services offered by any website other than the Platform Site.

1.9 “Platform Portal” means the designated websites where Participant must enroll and use for performing the advertising services under this Agreement.

1.10 “Platform Product/Service” means any item that is offered for sale by sellers on the Platform Site.

1.11 “Platform Site” means the website of the Platform.

1.12 “Publisher/Network” means an individual or entity that controls or has access to website whereby the Platform Content can be placed for promotional purposes.

1.13 “Qualifying Purchases” means purchases completed by Buyer on the Platform Site via Participants advertisement of Platform Content. A purchase shall only be deemed to be “completed” by a Buyer if the Buyer has taken the requisite steps required by the Platform Site for acknowledging transaction completion. For the avoidance of doubt, transactions on the Platform Site that are refunded by Buyer shall not be deemed as a Qualifying Purchase.

1.14 “Successful Installations” refers to a Platform member’s first installation and activation of the Platform Application on any applicable device within such prescribed period as may be notified by Platform to Participant (the “Window Period”). For the avoidance of doubt, installations which exceeds the Window Period shall not be deemed as a Successful Installation.

2. SCOPE OF AGREEMENT

2.1 This Agreement, together with the following rules (the “Relevant Rules”), constitutes the entire agreement between the Parties:

(a) Insertion Order(s);

(b) Terms of Use of Platform Portal (if any); and

(c) Any and all rules, policies, and terms and conditions as published and amended by the Platform on the Platform Portal from time to time.

2.2 The Relevant Rules shall be an integral part of this Agreement and shall have the same force and effect as this Agreement.

2.3 Participant agrees to abide by the terms and conditions set forth in this Agreement and all Relevant Rules when participating in the Program.

2.4 Alibaba.com shall have the right, in its sole discretion, to amend and restate any Relevant Rules from time to time (the “Amended and Restated Relevant Rules”) without notification to Participant. All Amended and Restated Relevant Rules shall become effective immediately upon its publication on the Platform Portal or Platform Site. Participant’s logging-in to the Platform Portal and/or continuance of the participation in the Program after the publication of the Amended and Restated Relevant Rules shall be deemed as consent on the part of Participant to accept and be bound by the Amended and Restated Relevant Rules.

2.5 In the event that Participant does not agree to any of the Amended and Restated Relevant Rules, Participant shall terminate this Agreement in accordance with the terms and conditions set forth in Clause 13 of this Agreement.

3. DESCRIPTION AND GENERAL TERMS OF THE PROGRAM

3.1 The Program is intended to provide Participant, with the opportunity to advertise pre-approved Platform Content on Participant Site/Media. Platform will make available to Participant the Platform Content to be advertised by Participant pursuant to the Program. Platform will pay Participant the Fees (as defined in Clause 7.1) for (i) Qualifying Purchases made by a Buyer and (ii) Successful Installations made by Platform members, via Participant’s advertisements of Platform Content in accordance with Clause 7 of this Agreement

3.2 Subject to Platform’s prior approval, Participant may: (a) propose other content displaying on the Platform Site to be advertised by Participant on the Participant Site/Media; or

(b) create its own promotional content based on the Platform Content for advertisement on the Participant Site/Media.

3.3 The specific terms and conditions for Participant’s advertising services provided under this Agreement, in addition to the terms set forth in this Agreement, will be set out in the Insertion Order(s).

4. ENROLLMENT

4.1 Participant’s enrollment into the Program is subject to, in addition to the execution of this Agreement, the fulfillment of all of the following requirements by Participant:

(a) having agreed to and accepted the “Alibaba.com Free Membership Agreement” online through the Platform Portal;

(b) having completed the account registration procedures on the Platform Portal;

(c) having agreed to be abound by:

(i) Terms of Use of Platform Portal;

(ii) Any and all rules, policies, and terms and conditions as published and amended by Alibaba.com on the Platform Portal from time to time.

4.2 Alibaba.com reserves the right to reject Participant’s application for participation in the Program if Alibaba.com determines that, in its sole and absolute discretion, Participant is unsuitable for participation in the Program.

5. REPORTING AND TRACKING

5.1 Alibaba.com will make available (whether online or offline) to Participant reports summarizing Participant’s performance in the Program and records relating to the Qualifying Purchases and/or Successful Installations.

5.2 Participant agrees that all performance of Participant’s advertisement of Platform Content on the Participant Sites/Media will be recorded and tracked by the tracking system and technology used by Alibaba.com. The records tracked and stored by Alibaba.com’s tracking system shall serve as the basis for calculating the sum of Fees payable to Participant under the Program.

5.3 Participant shall not employ any method to directly or indirectly interfere, disrupt or disable Alibaba.com’s tracking system.

6. PARTICIPANT’S RESPONSIBILITIES

6.1 Participant shall use effective technology to detect and prevent unusual activity which involves Fraud. Participant shall have the right to determine and declare such Fraud activities to be invalid and Alibaba.com shall not be charged for such Fraud activities.

6.2 Participant shall be responsible for its Participant Site/Media and ensure that:

(a) the technical operation of the Participant Site/Media is secure;

(b) the content/information displayed on the Participate Site/Media is:

(i) in compliance with the terms of this Agreement, including the Relevant Rules;

(ii) in compliance with any applicable laws and regulations, including but not limited to laws and regulations that governing the sending of unsolicited electronic commercial messages;

(iii) not infringing any legitimate rights, including but not limited to Intellectual Property Rights, of any third party,

Platform shall not be liable for any matters that arise out of Participant’s breach of Clause 7.2 of this Agreement and shall be entitled to seek indemnification from Participant in accordance with Clause 13 of this Agreement.

6.3 Participant shall work with Platform in order to improve the Program and its effectiveness on an on-going basis according to the feedback gathered from the various Participant Sites/Media.

6.4 Participant shall be responsible for all activities on its account with the Platform Portal and for loss, theft or unauthorized disclosure of its password. Participant shall provide prompt notification to Platform of any known or suspected unauthorized use of its account or breach of the security of its account on the Platform Portal.

7. FEES AND PAYMENT TERMS

7.1 Alibaba.com shall pay Participant the advertising fees or commissions on a monthly basis for Qualifying Purchases and/or Successful Installations in a given month, subject to other specific terms set forth in the applicable Insertion Order(s) executed by both Parties (“Fees”). The data and records of Alibaba.com’s tracking system shall be final and conclusive for the purposes of calculating and determining the Fees.

7.2 Details and terms governing the commissions payable shall refer to the commission terms published on the Insertion Order(s) executed by both Parties. Alibaba.com reserves the right to update the commission terms from time to time by notification to you at your registered email address with Alibaba.com. Your continued participation in the Program after the notification of the amended and restated terms shall be deemed as your acceptance of the amended and restated terms.

7.3 In the event of conflict between the commission terms of the Platform Portal, the Insertion Order(s) and this Agreement, the terms shall prevail in accordance with the following order:

(a) Insertion Order(s);

(b) Platform Portal; and

(c) this Agreement.

7.4 The accrued Fees will be shown on Participant’s Account but such amount is an estimate which is subject to adjustment due to any breach by Participant of the Relevant Rules, chargeback by Alibaba.com in accordance with Clause 7.7, or any addition or deletion of Qualifying Purchases and/or Successful Installations for the month as corrected by Alibaba.com’s tracking system and technology.

7.5 Alibaba.com will pay Participant to Participant’s designated bank account following Participant’s instruction via the Platform Portal at the end of each month. Other payment terms may be further agreed by and between the Parties in the Insertion Order(s).

7.6 Participant shall be charged applicable bank handling fees for each payment. Such amount will be deducted from the amount of Fees to be transferred to Participant’s designated bank account.

7.7 Alibaba.com shall have the right to chargeback any Fraud, invalid Qualifying Purchases or invalid installations (the “Disqualified Entries”) in accordance with Section Clause 7.6. Alibaba.com will provide an itemized report (the “Disqualified Entries Report”), including Participant market IDs, data, and details as reasonably requested by Participant as to why such transactions are being deemed fraudulent or invalid by Alibaba.com.

7.8 Alibaba.com shall be entitled to either (i) set off the amount of the Fees for such Disqualified Entries against the amount of the Fees payable to Participant for the month following the issue of the Disqualified Entries Report; (ii) request Participant to return the amount of the Fees for such Disqualified Entries (even following the termination of this Agreement); or (iii) deduct the amount of the Fees for such Disqualified Entries from the balance on Participant’s account on the Platform Portal.

7.9 Participant shall bear all the applicable taxes, costs and expenses (including but not limited to any handling fees charged by banks and any technical service fees charged by Alibaba.com) in connection with the payment of the Fees by Alibaba.com to Participant. The amount of such technical service fees as published on the Platform Portal from time to time shall apply.

8. INTELLECTUAL PROPERTY

8.1 Except as expressly agreed to in writing by the Parties, Platform and Alibaba Group Holding Limited will own all right, title and interest in and to all copyrights, inventions, improvements, products, services, technology, information and materials, work product or derivatives of any kind that Participant may independently create, develop or prepare during the Term, including all worldwide Intellectual Property Rights and proprietary rights therein, including without limitation, the entire content of texts, software, audios, pictures, videos, graphics, logos, layouts, designs, advertisements and promotional materials produced for the purpose of fulfilling Participant’s obligations under this Agreement.

8.2 Save as provided in this Agreement, Participant agrees not to transfer, copy, modify, alter, adapt or create derivative works based on the materials approved by Platform and Alibaba Group Holding Limited without obtaining their respective written consents.

8.3 Participant is not allowed to use, apply for registration, or register such items identical with or similar to any trademarks, registered or unregistered, trade names, logos and domain names of Platform, its affiliates or the Platform Site, including Alibaba.com.

8.4 Participant shall not copy or modify any icons, buttons, banners, graphics files, or Platform Content that Platform has made available unless otherwise agreed by Platform in writing.

8.5 Except as expressly agreed to in writing by the Parties, nothing in this Agreement will be deemed to grant or assign to the either Party any ownership rights, license rights, or interests of any kind in the other Party’s products, services or technology or in the other Party’s Intellectual Property Rights or proprietary rights.

9. CONFIDENTIALITY

9.1 “Confidential Information” means business or technical information disclosed by either Party to the other Party that: (i) if disclosed in writing, is marked “confidential” or “proprietary” at the time of such disclosure; (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary; (iii) without limiting the foregoing, shall include the terms and conditions of this Agreement (including the Schedule) as the Confidential Information of both Parties.

9.2 Each Party will not use the other Party’s Confidential Information, except as necessary for the performance of this Agreement, and will not disclose such Confidential Information to any third party, except to those of its officers, directors, employees and agents that need to know such Confidential Information for the performance of this Agreement. The foregoing obligations will not restrict either Party from disclosing the other Party’s Confidential Information, if pursuant to the order or request of a court, administrative agency, or other governmental body, provided that the Party required to make such a disclosure gives reasonable written notice to the other Party to enable it to contest such order or request.

10. REPRESENTATIONS AND WARRANTIES

10.1 Each Party represents and warrants that:

(a) It will make no false or misleading representations, warranties or guarantees with respect to the other Party and all material aspects of the other Party’s business including but not limited to its products and services.

(b) It has the authority and capacity to enter into this Agreement and it is not subject to any restrictive covenant or other legal obligation which prohibits it from performing its obligations hereunder.

(c) It shall perform its obligations under this Agreement in a timely and efficient manner and with reasonable care and skill.

(d) It will comply with all applicable laws and regulations and will maintain any permits, licenses and approvals required to perform its obligations hereunder.

10.2 Participant further represents, warrants and/or covenants that:

(a) All information provided to Platform and Alibaba.com during its registration process on the Platform Portal is true, complete and accurate.

(b) Participant has obtained all necessary approvals, authorizations, permits and licenses to operate, and to publish any and all content on, the Participate Site/Media.

(c) Any promotional content that Participant has created based on the Platform Content provided by Platform does not and will not infringe any third party’s Intellectual Property Rights.

11. INDEMNITY

Each Party covenants and undertakes to indemnify, defend and hold harmless the other Party from and against any losses, claims, demands, actions, damages, penalties and costs or expenses (“Loss”) resulting from any breach by the indemnifying Party of any of its representations, warranties and covenants under the Agreement or in the Insertion Order(s), provided that in no event shall an indemnifying Party, its successor or permitted assigns be liable to the Party being indemnified for any consequential, exemplary, punitive, reliance or special damages or loss of profits in connection with any Loss.

12. LIMITATION OF LIABILITIES

12.1 ANY OBLIGATION OR LIABILITY OF ALIBABA.COM UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL OF THE PAYMENTS ALIBABA.COM PAID TO PARTICIPANT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ALIBABA.COM PURSUANT, OR IN ANY WAY RELATED, TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. PARTICIPANT AGREE THAT ALIBABA.COM SHALL NOT BE LIABLE TO PARTICIPANT, OR ANY THIRD PARTY, FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO LOSS OF GOODWILL, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR CLAIM. PARTICIPANT WARRANTS THAT NO PROMOTIONAL METHOD USED BY PARTICIPANT WILL RENDER ALIBABA.COM LIABLE TO ANY PROCEEDINGS WHATSOEVER.

12.2 TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ALIBABA.COM DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO (A) MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (C) THAT ALIBABA.COM's SECURITY METHODS WILL BE SUFFICIENT, (D) REGARDING CORRECTNESS, ACCURACY OR RELIABILITY, OR (D) AGAINST INTERFERENCE WITH ENJOYMENT OF PARTICIPANT’S INFORMATION OR WEBSITE. THOUGH ALIBABA.COM MAY REVIEW PARTICIPANT'S BEHAVIOR AS PART OF ITS NETWORK QUALITY EFFORTS, ALIBABA.COM MAY NOT BE HELD LIABLE FOR A PARTICIPANT’S BREACH OF THIS AGREEMENT, THE CODE OF CONDUCT OR THE PROGRAM TERMS. ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED TO PARTICIPANT IN THE COURSE OF THIS AGREEMENT ARE PROVIDED "AS IS" WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH PARTICIPANT. ALIBABA.COM IS UNDER NO CIRCUMSTANCES RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF ANY THIRD PARTY OR ANY WEBSITE, OR THE CONTENT OF ANY WEBSITE OR THAT ANY PARTY MAKES AVAILABLE. ALIBABA.COM MAKES NO REPRESENTATION OR GUARANTEE WITH RESPECT TO THE AVAILABILITY OR UPTIME OF THE NETWORK, THE TRACKING FUNCTIONALITY, OR ANY PARTICIPATING SITE AND CONTENT. ALIBABA.COM MAY CONDUCT MAINTENANCE ON ANY OF THE FOREGOING AT ANY TIME WITH OR WITHOUT NOTICE TO PARTICIPANT.

13. TERM AND TERMINATION

13.1 The Insertion Order(s), including this Agreement, shall be effective once the Insertion Order(s) is countersigned and shall remain unless it is terminated in accordance with the terms of this Agreement (the “Term”).

13.2 Either Party may terminate this Agreement without cause any time by giving the other Party a prior written notice of not less than one (1) month.

13.3 Either Party may terminate this Agreement with immediate effect on written notice to the other Party if:

(a) the other Party commits a material breach of this Agreement and fails to remedy the breach (if remediable) within fourteen (14) days of receiving written notice to that effect specifying the breach and requiring it to be remedied;

(b) the other Party ceases to conduct its business operations;

(c) the other Party is unable to pay its debts due and payable; or

(d) the other Party 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.

14. GENERAL

14.1 Assignment. Neither Party shall assign or transfer this Agreement or any rights and obligations hereunder, in whole or in part, without the other Party’s prior written consent.

14.2 Independent Parties. The relationship between the Parties is that of independent contracting parties. Nothing in this Agreement shall constitute or be deemed to constitute a relationship of joint venture, partnership, franchise or similar arrangement between the Parties.

14.3 Governing Law. This Agreement will be governed by and construed in accordance with the laws of Hong Kong, without regard to or application of conflicts of law rules or principles. Any dispute, controversy, or claim shall be resolved through negotiation to the extent possible. In the event the Parties fail to resolve any dispute arising hereunder through negotiation, each party shall submit to the exclusive jurisdiction of the courts of Hong Kong.

14.4 Entire Agreement. This Agreement, together with any Schedule, is the complete and exclusive agreement between the Parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter save for fraudulent misrepresentations.

Alibaba.com Affiliate Network Insertion Order
(“Insertion Order”)

 

This Insertion Order is entered into supplemental to the Alibaba Affiliate Network Program Service Agreement ("Agreement") between $name, a company incorporated in $country with its principal place of business at $address (“Participant”) and Alibaba.com Hong Kong Limited ("Alibaba.com") (as the Agreement may be amended and updated from time to time). The terms of this Insertion Order shall be effective from $startdate and shall take precedence over the terms of the previous insertion order which was entered into in respect of the Agreement. Capitalised words and phrases used in this Insertion Order shall have the meaning given to them in the Agreement unless otherwise defined in this Insertion Order. The Agreement and this Insertion Order shall be read and construed as one instrument.

 

Alibaba.com Information ("Alibaba.com")
Company Name:	Alibaba.com Hong Kong Limited
Registered Address:	26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Billing Address:	26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Business Contact: Haiwen Li	Phone Number:	Fax Number:	Email Address:  haiwen.lhw@alibaba-inc.com
Accounting Contact:	Phone Number:	Fax Number:	Email Address:
Campaign Information
Campaign Name: Alibaba.com APP Promotion	Campaign Type: p CPA      p CPS       p CPC     þCPI	Lead Cap Per Month:	Launch/ End Dates: $startdate – $enddate
Promotion Type(s) (Please check all that apply) þWeb      þEmail      þSearch      þSocial Network      þContextual     þPre-Load  þOffline Promotion þMobile Web    þMobile Search    þMobile App Display    pPush Notifications
Alibaba.com Site:  http://www.alibaba.com

 

Landing Page URL The Participant may obtain the URL information from the Alibaba.com Site or obtain the customized URL produced by the interface of the Alibaba.com Site.

Action/Conversion Details and Requirements Alibaba.com may post a data report in XML format on a daily basis to the server setting out details of successful installations. The Participant may retrieve the data report and update conversions on the Participant’s backend. The amount on the invoice issued by the Participant and the amount payable to the Participant by Alibaba.com should be calculated on the basis of successful installation recorded in the immediate preceding month as set out in the monthly data report posted by Alibaba.com.   The success of a successful installation shall be determined by Alibaba.com in its sole discretion.   Alibaba.com will use its reasonable endeavours to provide prior notice to the last known email address of the Participant if there is any planned change in relation to the campaign details or promotion plan.   Window period: 7 days from click time stamp.

Chargeback Policy: Alibaba.com shall have the right to chargeback fraudulent or invalid installations. Alibaba.com will provide an itemized report, including participant IDs, lead data, and details as reasonably requested by participant as to why such installations are being deemed fraudulent or invalid by Alibaba.com. Fraudulent or invalid installations are defined as any installation that is (i) generated by means of any device, program, or robot or (ii) deemed as fraudulent or invalid installations by the system analysis of Alibaba.com.   GEO Targeting Worldwide but excludes People’s Republic of China and Nigeria. For the avoidance of doubt, Hong Kong S.A.R., Macau S.A.R. and Taiwan fall within the targeting regions for the purposes of the Agreement.

Search Restrictions/Extra Placement Criteria The Participant is not allowed to use terms identical with or similar to any trademarks, registered or unregistered, trade names and domain names of Alibaba.com, and/or any of their affiliated sites and/or companies in whatever language.

Currency and Rate Details Fixed price on the basis of number of Successful Installation. Such fixed rate commission rates shall be dependent on the jurisdiction in which the Successful Installations originated from and shall be amended and/or modified by Alibaba.com from time to time, whereupon such amended rates shall be effective immediately upon notification by Alibaba.com to you at you registered email address.

Payment Terms  Fees properly accrued under an Insertion Order during the term of the Agreement may be withdrawn by the Participant through the "Withdrawal" section of the Alibaba.com Portal (or its successor site, as the case may be) on such date as may be notified by Alibaba.com to the Participant for each calendar month at the aforementioned registered email address of the Participant (the "Monthly Payment Withdrawal Window").   It is the Participant’s sole responsibility and risk to log on and withdraw and/or download the requisite receipts within the Monthly Payment Window. In the event that the Participant fails to confirm the preceding month’s Fees, such Fees will not be remitted to the Participant until the Participant has made or re-made the confirmation when the Monthly Payment Withdrawal Window reopens in the following month. No interest shall be accrued with respect to any Fees. In no event shall Alibaba.com be liable for any direct or indirect loss, loss of profits or loss of deal or any other consequential loss as a result of the aforementioned.  After termination of this Insertion Order, no commission or fees whatsoever will be payable by Alibaba.com to the Participant in respect of any installation recorded prior to the termination which has not been successfully completed according to the Alibaba.com system.    The Participant shall bear all applicable taxes, charges, levies, costs and expenses in connection with or arising from receiving fees or any other amounts from Alibaba.com.

Wire Transfer Details Payee: $accountname Account Number: $accountno  Bank Name: $bankname  Bank Address: $bankaddress Routing / Swift Codes: $swiftcode

 

Authorization

Authorized Representative of Alibaba.com
Name:
Title:
Signature:

 

 

 

ALIBABA AFFILIATE NETWORK PROGRAM SERVICE AGREEMENT

 

(Version 20190617)

 

NOTE: PLEASE CAREFULLY READ ALL CONTENTS OF THIS AGREEMENT BEFORE YOU ACCEPT THIS AGREEMENT. IF YOU HAVE ANY QUESTIONS ABOUT ANY TERMS HEREIN, PLEASE MAKE YOUR INQUIRIES WITH ALIBABA AND ALIBABA WILL PROVIDE FURTHER EXPLANATION. IF YOU DISAGREE WITH ANY CONTENT CONTAINED WITHIN THIS AGREEMENT, OR HAVE DIFFICULTY IN UNDERSTANDING THE EXPLANATION OF THE TERMS PROVIDED BY ALIBABA, PLEASE DO NOT CONDUCT ANY FURTHER OPERATION.

 

This Alibaba Affiliate Network Program Service Agreement (the “Agreement”) contains the terms and conditions that govern your participation in the Alibaba Affiliate Network Program (the “Program”).

 

By clicking “CONFIRM” or “I AGREE” in the webpage or otherwise accepting this Agreement and all its related Insertion Order(s), or having actually used the services contemplated hereunder, you have reached an agreement with Alibaba and agreed to all terms herein. You acknowledge and agree that you have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement; and hereby represent and warrant that you are lawfully able to enter into contracts (including but not limited to representing and warranting you are not a minor) and that you are and will remain in compliance with this Agreement. In addition, if this Agreement is being agreed to by a company or other entity, then the person agreeing to this Agreement on behalf of that company or entity hereby represents and warrants that he or she is authorised and lawfully able to bind that company or entity to this Agreement.

 

This Agreement includes the main body, appendices and all rules that have been already published and updated from time to time or may be published in the future for the Program, which shall be an integral part hereof and be equally binding with the main body. Alibaba has the right to from time to time revise this Agreement, the appendices hereto and rules hereunder and relevant contents.

 

“Alibaba”, “Alibaba.com”, “we” or “our” in this Agreement means Alibaba.com Hong Kong Limited, a company incorporated under the laws of Hong Kong and having its registered address at 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. “You”, “your” or “Participant” means the applicant for the Program. Each of Alibaba.com and Participant is referred to as a “Party” and collectively as “Parties”.

 

 

1. DEFINITIONS

 

1.1 “Alibaba.com App” means any application or mobile optimised website(s) of Alibaba.com via a mobile device.

 

1.2 “Alibaba.com Content” means artworks, graphics, logos, and copies of Alibaba.com Product that are made available by Alibaba.com to you for advertisements on websites or other media controlled by you. Alibaba.com Content excludes any data, images, text, or other information or content relating to products or services offered by any website other than the Alibaba.com Platforms.

 

1.3 “Alibaba.com Platforms” means the Alibaba.com App and the Alibaba.com Site.

 

1.4 “Alibaba.com Portal” means the website with the URL: http://ads.alibaba.com where you must enroll and use for performing the advertising services under this Agreement.

 

1.5 “Alibaba.com Products” means any product that is offered for sale by sellers on the Alibaba.com Platforms.

 

1.6 “Alibaba.com Site” means the website with the URL: http://www.alibaba.com.

 

1.7 “Buyer” means a registered user of Alibaba.com Platforms who will make or has made a purchase of Alibaba.com Products of the Alibaba.com Platforms.

 

1.8 “Fraud” means any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating commissions.

 

1.9 “Insertion Order” means a service order form entered into by and between Alibaba.com and you that sets forth the specific pricing and other terms and conditions of the advertising services provided by you pursuant to this Agreement.

 

1.10 “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

 

1.11 “Network” means a Participant who controls a number and variety of websites, newsletters, or other third party online or offline media whereby the Alibaba.com Products can be placed.

 

1.12 “Participant Site/Media” means the website or other online media controlled by you whereby you have the right to place advertisements of Alibaba.com Content pursuant to the Program.

 

1.13 “Publisher” means a Participant who is an individual or entity that controls a website (including its pop-up links, SEM links, SEO links, email links and other traffic sources on the website) whereby the Alibaba.com Products can be advertised through the placing of Alibaba.com Content on the website.

 

1.14 “Qualifying Purchases” means purchases completed by the Buyer on the Alibaba.com Platforms via your advertisement of Alibaba.com Content. A purchase shall only be deemed to be “completed” by a Buyer if the Buyer has taken the requisite steps required by the Alibaba.com Platforms for acknowledging transaction completion. For the avoidance of doubt, transactions on the Alibaba.com Platforms that are refunded by Buyer shall not be deemed as a Qualifying Purchase.

 

1.15 “Server to Server Post-back” means Alibaba.com’s recording of the data of the Buyer’s action on its own server and the subsequent reporting of the data to you by utilizing a URL provided by you, which contains a code to track the number of Buyer(s) who visited Alibaba.com Platforms and the corresponding action of such Buyer(s). Whenever a Qualifying Purchase occurs on the Alibaba.com Platforms, Alibaba.com will generate a server request to you and you will record the data accordingly.

 

1.16 “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.

 

 

2. SCOPE OF AGREEMENT

 

2.1 This Agreement, together with the following rules (the “Relevant Rules”), constitutes the entire agreement between the Parties:

 

(a) Insertion Order;

(b) Alibaba.com Free Membership Agreement;

(c) Terms of Use of Alibaba Affiliates Platform;

(d) Advertising Rules and Policies of Alibaba Affiliate Program;

(e) Data Feeds Terms and Conditions; and

(f) Any and all rules, policies, and terms and conditions as published and amended by Alibaba.com on the Alibaba.com Portal from time to time.

 

2.2 The Relevant Rules shall be an integral part of this Agreement and shall have the same force and effect as this Agreement.

 

2.3 The Participant confirms that it has read and understood this Agreement and all Relevant Rules to date and agrees to abide by all the terms and conditions set forth in this Agreement and all Relevant Rules when participating in the Program.

 

2.4 Alibaba.com shall have the right, in its sole discretion, to amend and restate any Relevant Rules from time to time (the “Amended and Restated Relevant Rules”) without notification to Participant. All Amended and Restated Relevant Rules shall become effective immediately upon its publication on the Alibaba.com Portal or Alibaba.com Site. Participant’s logging-in to the Alibaba.com Portal and/or continuance of the participation in the Program after the publication of the Amended and Restated Relevant Rules shall be deemed as consent on the part of Participant to accept and be bound by the Amended and Restated Relevant Rules.

 

2.5 In the event that Participant does not agree to any of the Amended and Restated Relevant Rules, Participant shall terminate this Agreement in accordance with the terms and conditions set forth in Clause 12 of this Agreement.

 

2.6 In the event of an inconsistency between this Agreement and an Insertion Order, the contents of the Insertion Order shall prevail.

 

2.7 If Alibaba.com has posted or provided a translation of the English version of any terms of this Agreement, including the Relevant Rules, you agree that the translation is provided for convenience only and that the English language version will govern your participation in the Program.

 

 

3. DESCRIPTION AND GENERAL TERMS OF THE PROGRAM

 

3.1 The Program is intended to provide you, whether a Network or a Publisher, with the opportunity to advertise pre-approved Alibaba.com Content on Participant Site/Media. Alibaba.com will make available to you, through the Alibaba.com Portal, the Alibaba.com Content to be advertised by you pursuant to the Program. Alibaba.com will pay you the Fees (as defined in Clause 7.1) for each Qualifying Purchase made by a Buyer via your advertisements of Alibaba.com Content in accordance with Clause 7 of this Agreement.

 

3.2 Subject to Alibaba.com’s prior approval, you may:

 

(a) propose other content displaying on the Alibaba.com Platforms to be advertised by you on the Participant Site/Media; or

(b) create your own promotional content based on the Alibaba.com Content for advertisement on the Participant Site/Media.

 

3.3 The specific terms and conditions for your advertising services provided under this Agreement, in addition to the terms set forth in this Agreement, will be set out in the Insertion Order.

 

 

4. ENROLLMENT

 

4.1 Your enrollment into the Program is subject to, in addition to the execution of this Agreement, the fulfillment of all of the following requirements by you:

 

(a) having agreed to and accepted the “Alibaba.com Free Membership Agreement” online through the Alibaba.com Portal; and

(b) having agreed to be bound by:

(i) Terms of Use of Alibaba Affiliates Platform;

(ii) Advertising Rules and Policies of the Program;

(iii) Data Feeds Terms and Conditions; and

(iv) any and all rules, policies, and terms and conditions as published and amended by Alibaba.com on the Alibaba.com Portal from time to time.

 

4.2 Alibaba.com reserves the right to reject your application for participation in the Program if Alibaba.com determines that, in its sole and absolute discretion, you are unsuitable for participation in the Program.

 

 

5. REPORTING AND TRACKING

 

5.1 Alibaba.com will make available (whether online or offline or by way of a Server to Server Post-back, at Alibaba.com’s discretion) to you reports summarizing your performance in the Program and records relating to the Qualifying Purchases.

 

5.2 You agree that all performance of your advertisement of Alibaba.com Content on the Participant Site/Media may be recorded and tracked by the tracking system and technology used by Alibaba.com. The records tracked and stored by Alibaba.com’s tracking system shall serve as the basis for calculating the sum of Fees payable to you under the Program.

 

5.3 You shall not employ any method to directly or indirectly interfere, disrupt or disable Alibaba.com’s tracking system.

 

 

6. PARTICIPANT’S RESPONSIBILITIES

 

6.1 You shall use effective technology to detect and prevent unusual activity which involves Fraud. You shall determine and declare existence of Fraud activities and Alibaba.com shall not be charged for such Fraud or invalid activities.

 

6.2 You shall be responsible for your Participant Site/Media and ensure that:

 

(a) the technical operation of the Participant Site/Media is secure;

(b) the content and information displayed on the Participate Site/Media are:

(i) in compliance with the terms of this Agreement, including the Relevant Rules;

(ii) in compliance with any applicable laws and regulations, including but not limited to laws and regulations that governing the sending of unsolicited electronic commercial messages; and

(iii) not infringing any legitimate rights, including but not limited to Intellectual Property Rights, of any third party; Alibaba.com shall not be liable for any matters that arise out of your breach of Clause 6.2 of this Agreement and shall be entitled to seek indemnification from you in accordance with Clause 11 of this Agreement.

 

6.3 You shall work with Alibaba.com in order to improve the Program and its effectiveness on an on-going basis according to the feedback gathered from the various Participant Site/Media.

 

6.4 You shall be responsible for all activities on its account with the Alibaba.com Portal and for loss, theft or unauthorized disclosure of its password. You shall immediately notify Alibaba.com of any known or suspected unauthorized use of its account or breach of the security of its account on the Alibaba.com Portal.

 

 

7. FEES AND PAYMENT TERMS

 

7.1 Alibaba.com shall pay you the advertising fees or commissions on a monthly basis for Qualifying Purchases, subject to other specific terms set forth in the applicable Insertion Order executed by you and Alibaba.com (“Fees”). The data and records of Alibaba.com’s (and/or its affiliated sites’) tracking system shall be final and conclusive for the purposes of calculating and determining the Fees.

 

7.2 The accrued Fees will be shown on your account but such amount is an estimate which is subject to (i) adjustment due to any breach by you of the Relevant Rules; (ii) any charge-back by Alibaba.com in accordance with Clause 7.4 or the Insertion Order; and (iii) any adjustment over the number of Qualifying Purchases for the month as corrected by Alibaba.com’s tracking system and technology.

 

7.3 Alibaba.com shall have the right to charge-back any Fraud or invalid purchases (the “Disqualified Purchases”) in accordance with Clause 7.4. Alibaba.com will provide an itemized report (the “Disqualified Purchases Report”), which includes the marketer IDs, lead data and details as reasonably requested by you as to why such transactions are deemed fraudulent or invalid by Alibaba.com. For the purposes of this Agreement, fraudulent or invalid leads includes but are not limited to (i) leads generated by means of any device, program or robot; (ii) leads deemed as an advertisement; or (iii) leads deemed as fraudulent or invalid leads by the system analysis of Alibaba.com.

 

7.4 In the event that any amount paid to you is required to be charged back by Alibaba.com, Alibaba.com shall be entitled to either (i) set off the amount of the Fees for such Disqualified Purchase(s) against the amount of the Fees payable to you for the month following the issue of the Disqualified Purchases Report; (ii) request you to return the amount of the Fees for such Disqualified Purchase(s) (even following the termination of this Agreement) within thirty (30) days from the date when such charge-back is notified by Alibaba.com; or (iii) deduct the amount of the Fees for such Disqualified Purchase(s) from the balance on your account on the Alibaba.com Portal.

 

7.5 You shall bear all the applicable costs and expenses (including but not limited to any handling fees charged by banks and any technical service fees charged by Alibaba.com) in connection with the payment of the Fees by Alibaba.com to you. The amount of such technical service fees as published on the Alibaba.com Portal from time to time shall apply.

 

7.6 All amounts otherwise due and payable by Alibaba.com to you under this Agreement are inclusive of any Taxes.

 

 

8. INTELLECTUAL PROPERTY

 

8.1 Except as expressly agreed to in writing by Alibaba.com and you, Alibaba.com and Alibaba Group Holding Limited will own all right, title and interest in and to all copyrights, inventions, improvements, products, services, technology, information and materials, work product or derivatives of any kind that you may independently create, develop or prepare during the Term, including all worldwide Intellectual Property Rights and proprietary rights therein, including without limitation, the entire content of texts, software, audios, pictures, videos, graphics, logos, layouts, designs, advertisements and promotional materials produced for the purpose of fulfilling your obligations under this Agreement.

 

8.2 Save as provided in this Agreement, you agree not to transfer, copy, modify, alter, adapt or create derivative works based on the materials approved by Alibaba.com and Alibaba Group Holding Limited without obtaining their respective written consents.

 

8.3 You are not allowed to use, apply for registration, or register such items identical with or similar to any trademarks, registered or unregistered, trade names, logos and domain names of Alibaba.com, its affiliates or the Alibaba.com Platforms, including Alibaba.com, 1688.com and Taobao.com.

 

8.4 You shall not copy or modify any icons, buttons, banners, graphics files, or Alibaba.com Content that Alibaba.com has made available unless otherwise agreed by Alibaba.com in writing.

 

8.5 Except as expressly agreed to in writing by Alibaba.com and you, nothing in this Agreement will be deemed to grant or assign to either Party any ownership rights, license rights, or interests of any kind in the other Party’s products, services or technology or in the other Party’s Intellectual Property Rights or proprietary rights.

 

 

9. CONFIDENTIALITY

 

9.1 “Confidential Information” shall mean all information, whether in oral, written or other form that one Party or its affiliates (“Discloser”) or their respective officers, directors, advisers, employees or agents (collectively, its “Representatives”) discloses to the other Party or its affiliates (“Recipient”) or its Representatives, including without limitation: internal policies, business plans, capitalization tables, budgets, and financial statements; costs, prices, and marketing plans; contracts and licenses; employee, customer, supplier, shareholder, partner or investor lists; technology, know-how, business processes, trade secrets and business models; notes, sketches, flow charts, formulas, blueprints, and elements thereof; and source code, object code, graphical design, user interfaces and other intellectual property, including that of any customer, supplier or other third party. Alibaba.com and you agree that any Confidential Information disclosed to the Recipient or its Representatives prior to the date of this Agreement shall be subject to the terms and conditions hereof.

 

9.2 The term “Confidential Information” shall not include information that:

 

(a)            is or becomes generally available to the public, other than as a result of a disclosure or other fault by the Recipient or any of its Representatives,

(b)           was rightfully in the Recipient’s possession free of any obligation of confidence at or subsequent to the time such portion was communicated pursuant to this Agreement, or

(c)            was developed by the Recipient independently of and without reference to any information communicated hereunder. Furthermore, a disclosure by the Recipient or its Representatives of Confidential Information of the Discloser,

(i)  in response to a valid order by a court or other governmental or regulatory body,

(ii)  otherwise required by law, or

(iii)  necessary to establish the rights of either Party under this Agreement, shall not be considered to be a breach of this Agreement by such Recipient,

 

provided, however, that, if legally permitted, the Recipient shall provide prompt prior written notice thereof to the Discloser to enable the Discloser to seek a protective order or otherwise prevent such disclosure; that, in the event that such protective order or other protection is denied and that the Recipient is nonetheless legally compelled to disclose such information, the Recipient shall limit the extent of such disclosure solely to the extent required by such order or law; and that the Recipient shall use its reasonable best efforts to ensure that such disclosed information is treated strictly confidentially by the recipients thereof.

 

9.3 Upon the request of the Discloser for any reason, the Recipient will promptly (i) return to the Discloser or (ii) use its commercially reasonable efforts to destroy all Confidential Information of the Discloser along with all copies, summaries and extracts thereof (including but not limited to any notes, memoranda, notebooks, drawings, records, reports, files, documented source and object codes and other documents and all copies or reproductions of such materials) in the Recipient’s possession or under the Recipient’s control, whether prepared by the Recipient or others. Notwithstanding the foregoing, the Recipient may retain reasonable copies of the Confidential Information for compliance with applicable laws, rules or regulations or to establish its rights under this Agreement and such Confidential Information contained in any computer record or file which has been created by or pursuant to any automatic electronic archiving system or IT back-up procedure; provided, that such Confidential Information will not be used or accessed for any other purpose.

 

9.4 All right, title, and interest to the Confidential Information of the Discloser, as between Alibaba.com and you, will remain in the Discloser.

 

 

10. REPRESENTATIONS AND WARRANTIES

 

10.1 Each Party represents and warrants that:

 

(a) it will make no false or misleading representations, warranties or guarantees with respect to the other Party and all material aspects of the other Party’s business including but not limited to its products and services;

(b) it has the authority and capacity to enter into this Agreement and it is not subject to any restrictive covenant or other legal obligation which prohibits it from performing its obligations hereunder;

(c) it shall perform its obligations under this Agreement in a timely and efficient manner and with reasonable care and skill; and

(d) it will comply with all applicable laws and regulations and will maintain any permits, licenses and approvals required to perform its obligations hereunder.

 

10.2 You further represents, warrants and/or covenants that:

 

(a) all information provided to Alibaba.com during your registration process on the Alibaba.com Portal and as updated from time to time is and will remain true, complete and accurate.

(b) you have obtained all necessary approvals, authorizations, permits and licenses to operate, and to publish any and all content on, the Participate Site/Media.

(c) any promotional content that you have created based on the Alibaba.com Content provided by Alibaba.com does not and will not infringe any third party’s rights, including but not limited to Intellectual Property Rights.

 

 

11. LIMITATIONS, INDEMNITIES AND LIMITATION OF LIABILITY

 

11.1 To the maximum extent permitted by law, the Alibaba.com Portal is provided “as is”, “as available” and “with all faults”, 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. All such warranties, representations, conditions and undertakings are hereby excluded.

 

11.2 To the maximum extent permitted by law, Alibaba.com makes no representations or warranties on the validity, accuracy, correctness, reliability, quality, stability, completeness or currency of any information provided on or through the Alibaba.com Platforms or Alibaba.com Portal. Alibaba.com does not represent or warrant that the manufacture, importation, export, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Alibaba.com Platforms or Alibaba.com Portal does not violate any third party rights; and Alibaba.com makes no representations or warranties of any kind concerning any product or service offered or displayed on the Alibaba.com Platforms or Alibaba.com Portal.

 

11.3 Any material downloaded or otherwise obtained through the Alibaba.com Portal is done at your sole discretion and risk and you are solely responsible for any damage to Alibaba.com’s 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 you through or from Alibaba.com, the Alibaba.com Platforms or Alibaba.com Portal shall create any warranty not expressly stated herein.

 

11.4 You hereby agree to fully and effectually indemnify and hold Alibaba.com, its affiliates, directors, officers and employees harmless from and against any and all losses, claims, liabilities which may arise from your use of the Alibaba.com Portal (including but not limited to the display of any user's information on the Alibaba.com Portal or Alibaba.com Platforms) or from your breach of any of the Terms.

 

11.5 You hereby further agree to fully and effectually indemnify and hold Alibaba.com, its affiliates, directors, officers and employees harmless, from and against any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by any third party claimants or other third parties relating to products displayed on the Alibaba.com Portal. You hereby further agree that Alibaba.com is not responsible and shall have no liability to you, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you. Alibaba.com reserves the right 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 and indemnify and hold Alibaba.com harmless against the legal fees incurred by Alibaba.com in that regard.

 

11.6 Alibaba.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following:

 

(a) the use or inability to use the Alibaba.com Portal by you;

(b) any defect in goods, samples, data, information or services purchased or obtained from you or any other third party through the Alibaba.com Portal;

(c) the violation of any third party rights by you, or claims against you by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by any third party claimants;

(d) unauthorized access by third parties to your data or private information;

(e) your statements or conducts; or

(f) any matters relating to Services however arising, including negligence.

 

11.7 Notwithstanding any of the foregoing provisions, the aggregate liability of Alibaba.com, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to you for all claims arising from the use of the Alibaba.com Portal during any calendar year shall be limited to HK$1,000. The preceding sentence shall not preclude the requirement to prove actual damages by you. All claims arising from the use of the Alibaba.com Portal must be filed within one (1) year from the date the cause of action arose.

 

11.8 The limitations and exclusions of liability under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not Alibaba.com has been advised of or should have been aware of the possibility of any such losses arising.

 

 

12. TERM AND TERMINATION

 

12.1 This Agreement shall remain effective unless it is terminated in accordance with the terms of this Agreement (the “Term”) .

 

12.2 Either Party may terminate this Agreement without cause any time by giving the other Party a prior written notice of not less than one (1) month.

 

12.3 Either Party may terminate this Agreement with immediate effect on written notice to the other Party if:

 

(a) the other Party commits a material breach of this Agreement and fails to remedy the breach (if remediable) within fourteen (14) days of receiving written notice to that effect specifying the breach and requiring it to be remedied; or

(b) the other Party ceases to conduct its business operations; or

(c) the other Party is unable to pay its debts due and payable; or

(d) the other Party 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; or

(e) in your case, if you are acquired by, merge with, or become affiliated to a party which Alibaba.com considers to be a competitor of Alibaba.com, Alibaba.com may serve the termination notice under this Clause 12.3.

 

 

13. SET-OFF

 

Without prejudice to any other right or remedy, Alibaba.com reserves the right to set off any amount at any time owing to it by you against any amount payable by it to you under this Agreement.

 

 

14. GENERAL

 

14.1 Neither Party shall assign or transfer this Agreement or any rights and obligations hereunder, in whole or in part, without the other Party’s prior written consent.

 

14.2 The relationship between Alibaba.com and you is that of independent contracting parties. Nothing in this Agreement shall constitute or be deemed to constitute a relationship of joint venture, partnership, franchise or similar arrangement between Alibaba.com and you.

 

14.3 If any terms of this Agreement are deemed unlawful, unenforceable or invalid, such terms shall be performed to the maximum extent permitted by laws, and the remaining terms of this Agreement shall not be affected and shall continue to have their full legal force.

 

14.4 No waiver of any breach of this Agreement will be effective unless made in writing and signed by an authorized representative by the waiving Party.

 

14.5 Any provisions of this Agreement relating to intellectual property rights, obligations of confidentiality, obligations to indemnify, or terms by their nature survive the expiration or termination shall survive the expiration or termination of this Agreement for one (1) year. All obligations and rights of the parties accrued prior to termination of this Agreement shall survive the termination of this Agreement.

 

14.8 This Agreement will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), without regard to or application of conflicts of law rules or principles. Any dispute, controversy, or claim shall be resolved through negotiation to the extent possible. In the event the Parties fail to resolve any dispute arising hereunder through negotiation, each Party shall submit to the exclusive jurisdiction of the courts of Hong Kong.

 

14.9 Subject to Clause 2.1, this Agreement, together with any Schedule,  is the complete and exclusive agreement between Alibaba.com and you with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter save for fraudulent misrepresentations.

 

 

 

 

 

 

 

 

 

 

 

Alibaba.com Affiliate Network Insertion Order
(“Insertion Order”)

 

(Version 20190617)

 

This Insertion Order is entered into supplemental to the Alibaba Affiliate Network Program Service Agreement ("Agreement") between $name, a company incorporated in $country with its principal place of business at $address (“Participant”) and Alibaba.com Hong Kong Limited ("Alibaba.com") (as the Agreement may be amended and updated from time to time). The terms of this Insertion Order shall be effective from $startdate and shall take precedence over the terms of the previous insertion order which was entered into in respect of the Agreement. Capitalised words and phrases used in this Insertion Order shall have the meaning given to them in the Agreement unless otherwise defined in this Insertion Order. The Agreement and this Insertion Order shall be read and construed as one instrument.

 

Alibaba.com Information
Company Name:	Alibaba.com Hong Kong Limited
Registered Address:	26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Billing Address:	26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Business Contact: Haiwen Li	Phone Number:	Fax Number:	Email Address:  haiwen.lhw@alibaba-inc.com
Accounting Contact:	Phone Number:	Fax Number:	Email Address:
Campaign Information
Campaign Name: Alibaba.com	Campaign Type: p CPA      þCPS      p CPC	Lead Cap Per Month:  Open	Launch/ End Dates: $startdate – $enddate
Promotion Type(s) (Please check all that apply) þWeb þEmail þSearch þSocial Network þContextual pReg-Path pHost&Post þMobile Web þMobile Search þMobile App Display pPush Notifications

 

Landing Page URL You may obtain the URL information from the Alibaba.com Site or obtain the customized URL produced by the interface of the Alibaba.com Site.

Action/Conversion Details and Requirements Alibaba.com may post a data report in XML format on a monthly basis to the server setting out details of Qualifying Purchases for which Buyers have successfully transacted on the Alibaba.com Site. You may retrieve the data report and update conversions on your backend. The amount on the invoice issued by you and the amount payable to you by Alibaba.com should be calculated on the basis of Qualifying Purchases recorded in the immediate preceding month as set out in the monthly data report posted by Alibaba.com.   For the purposes of this Insertion Order, purchases placed by the Buyer on the Alibaba.com Platforms after 15 days from clicking on your advertisement of Alibaba.com Content shall not be considered as a Qualifying Purchase.   The completion of a Qualifying Purchase shall be determined by Alibaba.com in its sole discretion.   Alibaba.com will use its reasonable endeavours to provide prior notice of not less than forty eight (48) hours to your last known email address if there is any planned change in relation to the campaign details or promotion plan.

Targeting regions Worldwide but excludes People’s Republic of China and Nigeria. For the avoidance of doubt, Hong Kong S.A.R., Macau S.A.R. and Taiwan fall within the targeting regions for the purposes of the Agreement.   Main targeting audience Manufacturing/factory, trading company, distributor, wholesaler and retailer

Search Restrictions/Extra Placement Criteria You may not use any terms identical with or similar to any trademarks, registered or unregistered, trade names and domain names of Alibaba.com, and/or any of their affiliated sites and/or companies in whatever language.   You may not offer any kind of direct or indirect incentives or cash back to any party for any lead or inquiry.   If you edited any approved banners from Alibaba.com or independently designed its own banners, you shall be solely responsible for any and all losses, damages, claims (including third party claims), costs, expenses and fees relating thereto.   You are not allowed to set up any PPV mechanisms (i.e. utilization of any traffic from pop-up windows) including but not limited to slide, footer ad, interstitial, pop under, etc.

Currency and Rate Details You shall be entitled to a fixed commission rate of 7% of the transaction value (excludes any insurance fees, delivery fees or other relevant fees and expenses) of each Qualifying Purchase.

Payment Terms  Fees properly accrued under an Insertion Order for a calendar month during the term of the Agreement may be confirmed by you through the "Withdrawal" section of the Alibaba.com Portal  (or its successor site, as the case may be) between the 25th to 30th day of the following calendar month (PST time) (the "Monthly Payment Withdrawal Window"). By way of example, Fees properly accrued in April of a calendar year shall be invoiced between 25th to 30th day of the May in the same calendar year.   It is your sole responsibility and risk to log on and click “confirm” and/or download the requisite receipts within the Monthly Payment Withdrawal Window. In the event that you fail to confirm the preceding month’s Fees, such Fees will not be remitted to you until you have made or re-made the confirmation when the Monthly Payment Withdrawal Window reopens in the following month. No interest shall be accrued with respect to any Fees. In no event shall Alibaba.com be liable for any direct or indirect loss, loss of profits or loss of deal or any other consequential loss as a result of the aforementioned.  After termination of this Insertion Order, no commission or fees whatsoever will be payable by Alibaba.com to you in respect of any leads recorded prior to the termination which has not been successfully completed according to the Alibaba.com system.    Any modifications or amendments to this Insertion Order must be agreed in writing by Alibaba.com and you. You shall bear all applicable taxes, charges, levies, costs and expenses in connection with or arising from receiving fees or any other amounts from Alibaba.com.

Wire Transfer Details Payee: $accountname Account Number: $accountno  Bank Name: $bankname  Bank Address: $bankaddress Routing / Swift Codes: $swiftcode

Amendment Alibaba.com shall provide no less than five (5) days’ notice to you prior to any modifications, changes or amendments are made to this Insertion Order. For the avoidance of doubt, no modifications, changes or amendments to this Insertion Order shall be binding on Alibaba.com and you unless agreed in writing by both Alibaba.com and you.

Governing law This Insertion Order will be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), without regard to or application of conflicts of law rules or principles. Any dispute, controversy, or claim shall be resolved through negotiation to the extent possible. In the event Alibaba.com and you fail to resolve any dispute arising hereunder through negotiation, each Party shall submit to the exclusive jurisdiction of the courts of Hong Kong.

 

 

Authorization

 

Authorized Representative of Alibaba.com
Name:
Title:
Signature: