Terms and Agreements
Terms of Use of Alibaba Affiliates Platform

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY

(Updated December, 2014)

  This Terms of Use of Alibaba Affiliates Platform describe the terms and conditions applicable to your access and use of the Alibaba Affiliates Platform at URL: http://ads.alibaba.com (the “Site”).  This document is a legally binding agreement between you as user of the Site (referred to as “you ” or “your” hereinafter) and Alibaba.com Hong Kong Limited (referred to as “we”, “our” or “Alibaba.com” hereinafter).  Registered users of the Site, including you and other registrants, are referred to as “User” hereinafter.  By using the Site and the Services (as defined below), you acknowledge and agree that you have read, understood, and agreed to be bound by the Terms (as defined below).   

1.   Application and Acceptance of the Terms
1.1 Your use of the Site and its ancillary services (collectively, the “Services”) is subject to the terms and conditions contained in this document as well as the Alibaba.com Free Membership Services Agreement, the Privacy Policy , the Terms of Use , the Product Listing Policy of Alibaba.com’s international website (URL: http://www.alibaba.com , the “ Alibaba.com International Website ”), and any other applicable rules and policies that are published on the Site or the Alibaba.com International Website from time to time.  This document, other rules and policies of the Site, and the rules and policies of the Alibaba.com International Website are collectively referred to below as the “Terms”.  By accessing the Site or using the Services, you agree to accept and be bound by the Terms.  Please do not use the Services or the Site if you do not agree to and accept all of the Terms.  
1.2 You acknowledge and agree that Alibaba.com may amend any Terms at any time by posting the relevant amended and restated Terms on the Site or the Alibaba.com International Website.  The amended and restated Terms will be effective immediately upon posting on the Site or the Alibaba.com International Website.  By continuing to use the Services or the Site, you agree to be bound by the amended and restated Terms.
1.3 You may be required to enter into any separate agreement or agree to any other terms and conditions, whether online or offline, with Alibaba.com or our affiliate for the Site’s Services or any other services ancillary to the use of the Site (“Additional Agreements”).  If there is any conflict or inconsistency between the Terms and the Additional Agreements, the Additional Agreement shall take precedence over the Terms only in relation to that Service concerned.   
2 .   Use of the Site or Services
2.1 As a condition of your access to and use of the Site or Services, you agree that you will comply with all applicable laws and regulations when using the Site or Services.
2.2 You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc available on or through the Site (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with Alibaba.com, or otherwise commercially exploiting the Site Content. Systematic retrieval of Site Content from the Site to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from Alibaba.com is prohibited. Use of any content or materials on the Site for any purpose not expressly permitted in the Terms or the Additional Agreements is prohibited.
2.3 You agree not to undertake any action to undermine the integrity of the computer systems or networks of the Site and/or any other User nor to gain unauthorized access to such computer systems or networks.
2.4 You agree that the Site may provide data and information relating to the Site or the Services to other Users of the Site, subject to the terms of the Privacy Policy of the Alibaba.com International Website. Such data and information include, but is not limited to, news and updates, notifications, promotions, creatives relating to the use of the Site or the Services, and etc.
2.5 You acknowledge and agree that the Site will track, record, analyze, and provide statistics and information to you relating to the performance of your use of the Site or its Services (the “ Records ”). Unless otherwise agreed by Alibaba.com in writing or in any Additional Agreements, the Records shall serve as the official records of your performance of the use of the Site or its Services and will be used as the basis or benchmark for recording your performances and statistics for any purposes pursuant to your use of the Site, its Services, or carrying out your obligations under any Additional Agreements.
3.   Breaches by Users
3.1 Alibaba.com reserves the right at its sole and absolute discretion to remove , modify or reject any c ontent that you submit to, post or display on the Site which we reasonably believe is unlawful, violates the Terms, could subject Alibaba.com or our affiliates to liability, or is otherwise found inappropriate in Alibaba.com ’s opinion .
3.2 If any User breaches any Terms or if Alibaba.com has reasonable grounds to believe that any User is in breach of any the Terms, Alibaba.com shall have the right to take any enforcement actions as deemed appropriate and necessary at Alibaba.com’s sole discretion, including but not limited to giving a written warning to the User, removing any user content published by the User on the Site, imposing a penalty against the relevant User, suspending or terminating the User’s membership account with the Site, or suspending the User’s subscription of any Service without any liability to the User. Alibaba.com shall also have the right to restrict, refuse or ban such User from any and all future use of any other Services to be provided by Alibaba.com.
4.   Limitation of Liability
4.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY ALIBABA.COM ON OR THROUGH THE SITE ARE 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 .
4.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALIBABA.COM MAKES NO REPRESENTATIONS OR WARRANTIES ON THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITE ; 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 SITE 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 SITE .
4.3 Any material downloaded or otherwise obtained through the Site is done at each User's sole discretion and risk and each User is 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 any User from Alibaba.com or through or from the Site shall create any warranty not expressly stated herein .
4.4 Each User hereby agrees to indemnify and hold Alibaba.com, our affiliates, directors, officers and employees harmless from and against any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User's use of the Site or Services (including but not limited to the display of such User's information on the Site) or from your breach of any of the Terms .
4.5 Each User hereby further agrees to indemnify and hold Alibaba.com, our 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 Site. Each User hereby further agrees 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 each User. Alibaba.com reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alibaba.com in asserting any available defenses .
4.6 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 Site or Services ;
b)any defect in goods, samples, data, information or services purchased or obtained from a User or a ny other third party through the Site ;
c)violation of third party rights, or claims 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 data or private information of any User ;
e)statements or conduct of any User of the Site; or ;
f)any matters relating to Services however arising, including negligence .
4.7 Notwithstanding any of the foregoing provisions, the aggregate liability of Alibaba.com, our employees, agents, affiliates, representatives or anyone acting on our behalf with respect to each Use r for all claims arising from the use of the Site or Services during any calendar year shall be limited to the greater of (a) the amount of fees the User has paid to Alibaba.com or our affiliates during the calendar year and (b) HK$ 1 , 00 0 . The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Site or S ervice s must be filed within one (1) year from the date the cause of action arose .
4.8 The limitations and exclusions of liability to you 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.
5.   Force Majeure
Under no circumstances shall Alibaba.com be held liable for an y delay or failure or disruption of the content or services delivered through the Site resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties .
6.   Intellectual Property Rights
6.1 Alibaba.com is the sole owner or lawful licensee of all the rights and interests in the Site and the Site’s c ontent. All title, ownership and intellectual property rights in the Site shall remain with Alibaba.com, our affiliates or licensors of the Site’s c ontent, as the case may be. All rights not otherwise claimed under the Terms or by Alibaba.com are hereby reserved .
6.2 "ALIBABA", "ALIBABA.COM" , “ALIEXPRESS” and related icons and logos are registered trademarks or trademarks or service marks of Alibaba Group Holding Limited in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited .
7.   Governing Law and Dispute Resolution
The Terms shall be governed by the laws of Hong Kong without regard to its conflict of law provisions. The parties to the Terms hereby submit to the exclusive jurisdiction of the courts of Hong Kong .
Advertising Rules and Policies of Alibaba Affiliate Program

Alibaba.com Affiliate Network Program Advertising Rules and Policies

(Updated December, 2014)

  These Alibaba.com Affiliate Network Program Advertising Rules and Policies (the “Rules”) sets out the specific restrictions, conduct rules, rights and obligations for Platform Members (as defined below) on the use of the Alibaba Affiliates Platform (URL: https://ads.alibaba.com, the “Site”) and its ancillary advertising services pursuant to the advertising agreement (the “Advertising Agreement”) entered into by and between Platform Members and Alibaba.com Hong Kong Limited (“Alibaba.com”).

  By using the Site, you acknowledge and agree to abide by the Rules. Alibaba.com reserves the right to modify any and all terms and conditions of these Rules without prior notification to you. The amended Rules will take effect upon publication on the Site. You shall immediately cease to use the Site if you disagree with the amended Rules. Your continued use of the Site after the publication of the amended Rules shall be deemed as your agreement and acceptance of the amended Rules.

A. Definitions
1. Wherever used in these Rules, unless the context otherwise requires, capitalized terms used in these Rules shall have the following meaning:
a.Platform Member” means any Network or Publisher that had either i) registered to become a member of the Site or ii) have been otherwise approved by Alibaba.com to use the Site through other approval mechanisms;
b.Advertiser” means registered members of the Alibaba.com International Platform that have subscribed for the affiliate network advertising services and/or other advertising services of the Alibaba.com International Platform;
c.Advertising Channels” means the channel, medium, or source used by Platform Member to perform its advertising services pursuant to the Advertising Agreement;
d.Alibaba.com International Platform” means the website with the URL: http://www.alibaba.com operated by Alibaba.com Hong Kong Limited and its affiliated companies;
e.Alibaba Group Brands” means any and all intellectual property rights owned by Alibaba Group Holding Limited or its affiliates, including but not limited to the following trademarks: “ali”, “alibaba.com”, “tao”, “tmall.com”, “etao”, “juhuasuan”, “aliexpress”, and etc.;
f.Network” means any company which controls or manages a number of Advertising Channels (including but not limited to different websites) and have entered into an Advertising Agreement with Alibaba.com; and
g.Publisher” means any company which controls or manages one Advertising Channel or website and had entered into an Advertising Agreement with Alibaba.com.
B. Platform Members Obligations
2. Platform Members shall ensure that all necessary corporate power, authority, or authorizations for using the Site for and on behalf of their company have been obtained prior to the use of the Site.
3. Platform Members shall abide by any and all applicable laws and regulations in any applicable jurisdiction when using the Site.
4. Unless otherwise agreed by Alibaba.com in writing, Platform Members shall not, directly or indirectly, claim any right to the ownership of or use any Alibaba Group Brands or domains owned by Alibaba.com and its affiliates.
5. Platform Members shall refrain from using any disputable, unlawful, or misleading name or domain name (including but not limited to company names of Advertisers, domain names already used by other Platform Members, and etc.) in their advertisements or Advertising Channels. In particular, the name or domain name of Platform Members shall not:
a.Contain any of the Alibaba Group Brands without Alibaba.com’s written consent;
b.Contain any content that is likely to confuse or mislead others into forming any untrue association with other Platform Members, Alibaba.com, and/or its affiliates. Examples:
i.Using URLs that are similar to those owned by Alibaba.com or its affiliates (e.g. original URL: http://s.alibaba.com; imitated URL: http://s-alibaba.com);
ii.Using URLs that are intended to imitate or impersonate any service, operating category, or department of the Alibaba.com International Website (e.g. http://alibabaservice.com; http://alibabaapparel.com) ;
c.Contain any content that misrepresents their affiliation or relationship with Alibaba.com, its affiliates, and/or its senior management;
d.Contain any content that is defamatory or libelous to Alibaba.com, its affiliates, or any of its senior management;
e.Contain any content that infringes the legitimate rights, including but not limited to intellectual property rights, of others;
f.Contain any content that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; or
g.Contain any content in any manner that violates any applicable laws and regulations in any applicable jurisdiction; and
h.Contain any content that will likely cause any damage to Alibaba.com, its affiliates, and the Alibaba.com International Platform.
C. Contents of Advertising Materials
6. The advertising materials (including but not limited to name cards, posters, pamphlets, forums, blogs, emails, and etc.) of Platform Members shall not include any of the following:
a. Any unauthorized use of Alibaba Group Brands;
b. Any content that misrepresents or creates any untrue relationship or affiliation with Alibaba.com, its affiliates, and/or its senior management;
c. Any content that is defamatory or libelous;
d. Any unlawful content in any applicable jurisdiction;
e. Any content that promotes, encourages or aids and abets unlawful activities;
f. Any content that is discriminatory or promotes discriminations based on race, sex, religion, nationality, disability, sexual orientation or age;
g. Any pornographic or obscene materials, including but not limited contents that depict the exploitation of minors, bestiality, rape sex, incest, or sex with graphic violence or degradation;
h. any content that relates to gambling or casino related materials;
i. any content that provides information on “how to” engage in computer hacking or unauthorized access of computer networks;
j. any content that relates to the sale of drugs or other restricted or controlled substances (including all drugs listed in Schedule I, II, III, IV, or V of the Uniform Controlled Substances Act of the United States, 21 U.S.C. 801 et seq.);
k. any content that specifically relates to the sale of prescription drugs;
l. any content that relates to the sale of tobacco products, including but not limited to cigars, cigarettes, cigarette tobacco, pipe tobacco, hookah tobacco, chewing tobacco, and tobacco leaf;
m. any content that relates to the sale or offering for purchase of any firearms, ammunitions, military ordnance, weapons (including explosive weapons), and/or any related parts or accessories;
n. any content that infringes the legitimate intellectual property rights of others;
o. any information that unlawfully discloses the business secrets of others;
p. any content that is stolen or misappropriated from other websites; or
q. any content that is misleading or fraudulent.
D. Contents of Advertising Channels
7. The Advertising Channels of Platform Members shall not include any advertisement that violates clause 6 of these Rules.
8. If the Advertising Channel of Platform Members contains any content containing any word or image with any Alibaba Group Brand (with Alibaba.com’s prior consent), then the Advertising Channel shall contain links which direct visitors to the Alibaba.com International Platform or to any other designated page of Alibaba.com or its affiliates;
9. The Advertising Channel of Platform Members shall not contain any information, tools, or methods that allow, enable, teach, advises, or in any way directly or indirectly assist visitors to bypass any and all of the rules or regulations of the Site. Examples of such information, methods or tools include, but are not limited to, revising source codes, providing hacking software, providing hacking information, and etc.
E. Restricted Behaviors
10. Platform Members shall not engage in any of the following conduct:
a. Using any form of resources exchange (e.g. using any reward or benefit to induce visitors into performing certain actions) to advertise;
b. Requiring visitors of the Advertising Channel (whether or not such visitors have the intention to) to register, purchase or use any products or services of Platform Members when the visitors click into Platform Member’s advertisements;
c. Using any programs, scripts, or other forms to directly or indirectly generate any abnormal viewing, clicking, or enquiry of its advertisements;
d. Using any bad-faith, malicious, or improper method, including but not limited to using viruses, fictitious webpage, hi-jacked browsers or URLs, hijacking the front page of the Alibaba.com International Platform, modifying information or content of registered members of the Alibaba.com International Platform or the Site, using malicious plug-ins or unauthorized software or computer programs, modifying the source code or URL parameters of the Alibaba.com International Platform or the Site, and etc., to advertise.
e. Using any exaggerated, false, or misleading information or content when placing advertisements or links (e.g. using “buy one get one free” to advertise any campaign page of the Alibaba.com International Platform) on its Advertising Channels to induce visitors to click into the advertisement;
f. Engaging in any unlawful activity;
g. Engaging in any activity which causes any damage or liability to Alibaba.com, its affiliates, or the Alibaba.com International Platform;
h. Violating any of the following the conditions when using pop-up advertisements:
i. No pop-up advertisements shall be used in any advertisements without the prior approval of Alibaba.com;
ii. All authorized pop-up advertisements shall only be linked or directed to any webpage designated by Alibaba.com;
iii. No pop-up advertisements of Platform Members shall appear during any viewer’s normal viewing of the Alibaba.com International Platform;
i. Using any incentives as a bait of advertisement for any campaign/promotional pages of the Alibaba.com International Website.
F. Penalties for Breach
11. In the event of any breach of these Rules by Platform Members, Alibaba.com shall have the right, but not the obligations to, impose any of the following enforcement measures against such members:
a. Giving written warnings;
b. Imposing ratification period for Platform Members to cure any breach of these Terms;
c. Withholding any payment payable to Platform Members pursuant to the Advertising Agreement;
d. Deducting any relevant amount from Platform Member’s account with the Site for breach of these Rules to compensate any damage or loss suffered by Alibaba.com as a result of the breach;
e. Terminating their account with the Site;
f. Restricting and/or ceasing any collaboration with such Platform Member; or
g. Restricting such Platform Member from any future membership registration with the Site.
G. Claims and Disputes
12. Any Platform Member may file a written application to Alibaba.com to object to any enforcement actions taken by Alibaba.com. Such written application must be submitted to Alibaba.com within 5 working days (the “Claim Period”) upon the date the enforcement action is taken by Alibaba.com. Along with the written application, the Platform Member must provide sufficient and relevant evidence to support its objection. Upon receipt of the Platform Member’s application, Alibaba.com will process the application and provide a written determination of the case to the member within 15 working days. Alibaba.com reserves the sole and absolute right and discretion to determine whether or not the objection raised by the member is substantiated. Alibaba.com shall have the full right and absolute discretion on the choice of enforcement action to be taken against the Platform Member. Furthermore, Alibaba.com reserves the right to refuse to process any application for objection that is raised after the Claim Period.
13. These Rules shall be governed by and constructed in accordance with the laws of Hong Kong. Any dispute between Platform Members and Alibaba.com that arises out of these Rules shall be referred to and resolved by the exclusive jurisdiction of the courts of Hong Kong.
Data Feeds Terms and Conditions

Data Feeds Terms and Conditions

(Updated December, 2014)

By using the data feeds features of Alibaba.com’s affiliated network program, you (as registered user/Network of the Alibaba.com Affiliates platform (URL: http://ads.alibaba.com)), agree to abide by the following terms and conditions:

1. One Agreement. These Terms shall form part of the advertising agreement that you have entered into with Alibaba.com Hong Kong Limited (the “Advertising Agreement”). These Terms and the Advertising Agreement shall be read and construed together as one document.
2. Definitions. Unless otherwise defined herein, capitalized terms used in these Terms shall have the same meaning as those used in the Advertising Agreement.
3. Obtaining Feeds. The data feeds file is downloadable on the Alibaba.com Affiliates platform and Alibaba.com will refresh the feeds at least once a day. Advertisements for prohibited or off-the-market products will be filtered each time Alibaba.com refreshes the file.
4. Refresh. You shall refresh or re-obtain your data feeds file frequently, preferably in line with the pace of Alibaba.com (or the relevant underlying advertisements). If the products being promoted in the advertisements and published in your site or your Publisher’s site are:
a. unlawful;
b. found to be prohibited to be listed on the Alibaba.com International Platform (URL: http://www.alibaba.com); or
c. no longer being offered for sale,
but the relevant advertisements are still being advertised on any of your site your Publisher’s site, Alibaba.com will redirect the landing page of the relevant advertisement to a 404-error page and pixels will not be fired for any corresponding enquires.
5. Takedown. Upon notified by Alibaba.com for any reason, you shall contact your relevant Publisher to take off the relevant advertisement off the Publisher’s site within 24 hours.
6. Lawfulness. You shall ensure that any and all of the advertisements on your site or your Publisher’s site comply with the laws and regulations of any relevant jurisdiction. In particular, you shall check the latest refreshed feeds to ensure that no advertisements on your site or your Publisher’s site shall contain any advertisement that promote any products or services that are prohibited by i) the laws of any relevant jurisdiction or ii) the product listing policy of the Alibaba.com International Platform.
7. Product Feed Update. You shall inform your Publishers any updates related to each product feed and ensure that the advertisements on the Publisher’s site are taken off within 7 days upon notice to you by Alibaba.com. Alibaba.com will redirect the landing page of the relevant advertisement to a 404-error page and pixels will not be fired for any corresponding leads if the advertisements are not taken off within the time required by Alibaba.com.
8. Amendment. Alibaba.com reserves the right to amend these Terms any time as required. The amended and restated Terms will take effect upon posting on the Alibaba.com Affiliates platform. Your continued use of the Alibaba.com Affiliates platform after the publication of such Terms shall be deemed as your acceptance of the amended and restated Terms.
9. Termination. Alibaba.com reserves the right to terminate your Advertisement Agreement or your right to use the Alibaba.com Affiliate platform immediately without liability to you if you breach these Terms.
10. Indemnification. You covenant and undertake to indemnify, defend and hold harmless Alibaba.com Hong Kong Limited from and against any losses, claims, demands, actions, damages, penalties and costs or expenses (“Loss”) resulting from any breach of these Terms by you.
(Terminated!) Alibaba.com Affiliate Network March Promotion Terms and Conditions

Alibaba.com Affiliate Network March Promotion Terms and Conditions

By clicking “agree” and participating in the Alibaba.com Affiliate Network March Promotion Campaign (the “Campaign”), you agree that you have read, understood, and agreed to be bound by the following campaign terms and conditions (the “Terms”):

1. ACCEPTANCE
a. You agree and accept that, in addition to the Terms, your application and participation in the Campaign is bound by any and all of the rules, polices, privacy policy and terms of use of the Alibaba.com International Website (http://www.alibaba.com) and the Alibaba.com Affiliate Network Platform (http://ads.alibaba.com), and all of the terms and conditions of the Advertising Agreement that you entered into with Advertiser (the “Advertising Agreement”) for participating as either a network or publisher under the Alibaba.com affiliate network program (all such rules, policies, privacy policy, terms of use, and terms and conditions aforementioned are hereinafter referred to as the “Rules”).
2. ELIGIBILITY
a. You must fulfill all of the following conditions to be eligible to participate in the Campaign:
i. Your Advertising Agreement is still in valid effect;
ii. You have clicked and agreed to all the terms and conditions of these Terms; and
iii You have agreed to the terms and conditions of the Alibaba.com Affiliate Network Platform.
3. PERIOD
a. The Campaign starts March 16, 2015 00:00:00 PST and ends March 31, 2015 23:59:59 PST (the “Campaign Period”).
4. CAMPAIGN TERMS
a. During the Campaign Period, (i) any “successful inquiry” posted by buyers on the Advertiser Site (as defined in the Advertising Agreement) for suppliers or products that have participated in the “Trade Assurance Program” of the Advertiser Site as a result of your advertising services performed under the Advertising Agreement or (ii) any “Buying Requests” posted by buyers on the Advertiser Site as a result of your advertising services performed under the Advertising Agreement shall entitle you to payment of a fix rate commission of USD5 per successful inquiry or Buying Requests (the “Commission”).
b. For the purpose of this Campaign, a “successful inquiry” shall be an inquiry that is:
i. posted by buyers during the Campaign Period; and
ii. posted by buyers for suppliers that have validly participated in the “Trade Assurance Program” of the Advertise Site.
c. For the avoidance of doubt, inquiries recorded during the Campaign Period that do not meet the conditions set forth in Clause 4b shall only be entitled to a fix rate commission of USD3.5 per inquiry.
d. All performances of your advertising services will be recorded and tracked by the tracking system and technology of the Advertiser and such records shall serve as the final and conclusive basis for calculating the sum of Commissions payable to you under the Campaign.
e. Advertiser shall have the sole and final determination on whether or not an inquiry or Buying Request is entitled to payment of Commission.
f. Advertiser reserves the right to refuse to pay you any Commission if you breached the Terms.
g. Advertiser reserves the right to termination your participation in this Campaign at its sole discretion in the event of your breach of the Terms or Rules.
5. PAYMENT TERMS
The Commission will be paid to you in April together with the fees payable to you for the month of March under the Advertising Agreement. Unless otherwise agreed by Advertiser and you in writing, the payment terms set forth in the Advertising Agreement shall apply mutatis mutandis to the Campaign.
6. AMENDMENTS AND CESSATION
a. Advertiser reserves the right to amend the Terms any time by posting the amended and restated Terms on the Advertiser Site or the Alibaba.com Affiliate Network Platform. The amended and restated Terms shall be effective immediately upon posting. After posting by Advertiser of the amended and restated Terms, your continued participation in the Campaign shall be deemed to be your acceptance of the amended Terms.
b. Advertiser reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of the Campaign or any of its related functionalities or applications any time in its sole discretion.
7. ACKNOWLEDGEMENT AND UNDERTAKING
a. You agree and undertake that you will not:
i. copy, reproduce, exploit or expropriate Advertiser's various proprietary directories, databases and listings;
ii. 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;
iii. gain or attempt to gain unauthorized access to the computer systems or networks used by Advertiser and/or any user of the Alibaba.com International Website or engage in any other activities that may harm the integrity of such computer systems or networks;
iv. carry on activities on the Alibaba.com International Website or Alibaba.com Affiliate Network Platform that are bad-faith or not in compliance with any applicable laws and regulations, including but not limited to installing bad-faith plug-in, using key words of the Alibaba.com International Website without Advertiser’s authorization, using bad-faith or illegal incentives to drive successful inquiries, and etc.
8. INDEMNIFICATION
a. You agree to indemnify Advertiser 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 the Terms or the Rules in connection with your participation in the Campaign. Advertiser reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Advertiser in asserting any available defenses.
9. LIMITATION OF LIABILITY
a. TO THE FULL EXTENT PERMITTED BY LAW, ADVERTISER SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE USE OR INABILITY TO USE THE SERVICES.
10. GENERAL RULES
a. Advertiser reserves the right to reject your application for participation in the Campaign in its sole discretion.
b. The Terms and your agreement with Advertiser for the Campaign are governed by the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any conflict of law provisions. You and Advertiser hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong.
c. The Terms shall form part of the Advertising Agreement and the two shall be construed together and together constitute the entire agreement. In case of any inconsistencies between the Terms and the terms and conditions of the Advertising Agreement, the Terms shall prevail.
(Terminated!) Alibaba.com Affiliate Network Incentive Rate Tiers Program Terms and Conditions (September 1st 2015)

Alibaba.com Affiliate Network Incentive Rate Tiers Program Terms and Conditions (September 1st 2015)

BY CLICKING “AGREE” AND PARTICIPATING IN THIS ALIBABA.COM AFFILIATE NETWORK INCENTIVE RATE TIERS PROGRAM (THE “PROGRAM”), YOU AGREE AND CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE FOLLOWING PROGRAM TERMS AND CONDITIONS (THE “TERMS”):

1. ACCEPTANCE
a. You agree and accept that, in addition to the Terms, your application and participation in the Program is bound by i) any and all of the rules, polices, privacy policy and terms of use of the Alibaba.com International Website (http://www.alibaba.com) and the Alibaba.com Affiliate Network Platform (http://ads.alibaba.com), and ii) all of the terms and conditions of the advertising agreement/Alibaba Affiliate Network Program Service Agreement (as the case may be) that you entered into with Advertiser/Alibaba.com for participating as a network under the Alibaba.com affiliate network program (all such rules, policies, privacy policy, terms of use, and terms and conditions aforementioned are hereinafter referred to as the “Rules”).
2. ELIGIBILITY
a. You must fulfill all of the following conditions to be eligible to participate in the Program:
i. Your Advertising Agreement or Alibaba Affiliate Network Program Service Agreement is still in valid effect;
ii. You have clicked and agreed to all the terms and conditions of these Terms; and
iii You have agreed to the terms and conditions of the Alibaba.com Affiliate Network Platform.
3. PERIOD
a. The Program starts 01 September 2015 00:00:00 PST and ends 31 October 2015 23:59:59 PST (the “Program Period”), comprising two calendar months.
4. PROGRAM TERMS
a. During the Campaign Period, (i) any “successful inquiry” posted by buyers on the Advertiser Site (as defined in the Advertising Agreement) for suppliers or products that have participated in the “Trade Assurance Program” of the Advertiser Site as a result of your advertising services performed under the Advertising Agreement or (ii) any “Buying Requests” posted by buyers on the Advertiser Site as a result of your advertising services performed under the Advertising Agreement shall entitle you to payment of a fix rate commission of USD5 per successful inquiry or Buying Requests (the “Commission”).
i.You achieved a Conversion Rate of ≥1%. “Conversion Rate” for the purposes of this paragraph means the total number of successful inquiries of the corresponding calendar month divided by the total number of unique visitors x 100%. (“successful inquiries” as defined under the terms of the Insertion Order subject to your Advertising Agreement or Alibaba Affiliate Network Program Service Agreement (as the case may be)) ); and
ii. You achieved a daily average of unique visitors of not less than or equal to 500 during each such calendar month; and
iii. You achieved the requisite volume of successful inquiries within a calendar month of the Program as set out in the table below; and
iv. You have clicked “agree” in agreement of these Terms and the Rules by no later than the first day of a calendar month and you are in compliance of these Terms and Rules throughout the term of this Program.
Average daily volume of Successful Inquiries of the applicable calendar month during the Program Period per PID Average daily volume of Successful Inquiries of the applicable calendar month during the Program Period per PID
more than 50 but less than or equal to 100 US$4.0 (Four US Dollars)
more than 100 but less than or equal to 250 US$4.5 (Four US Dollars Fifty Cents)
more than 250 US$5.0 (Five US Dollars)
b. Note:
1. In order to be eligible for Incentive Rate for both calendar months of the Program Period, you must confirm your enrolment in the Program before the first day of the first calendar month of the Program Period. For enrolments confirmed and accepted after the first day of the first calendar month of the Program period, network may only participate in the Program for the subsequent calendar month. For instance, if you click “agree” on September 2, 2015, your participation in the Program will start from October 1, 2015 and you will not be entitled to any Incentive Rate for the month of September.
2. Subject to these Terns, the applicable Incentive Rate will be used to calculate your fee for the corresponding calendar month of the Program Period (“Fee”) by multiplying the Incentive Rate with the total volume of successful inquiries for such calendar month confirmed by Alibaba.com.
3. Frozen Leads will not be counted towards the Number of Successful Inquiry that you achieved in a month. “Frozen Leads” means any leads or inquiries that have, or are suspected to have, breached any or all of the terms and conditions of the Rules and are suspended for investigation by the Advertiser/Alibaba.com. For the avoidance of doubt, if Advertiser/Alibaba.com concludes that the leads or inquiries that were under investigation did not breach the Rules, such leads or inquiries would not be counted towards the Number of Successful Inquiry that you have achieved.
c. Advertiser/Alibaba.com reserves the sole right and absolute discretion to revise the duration, tiers and content of applicable DUV and successful inquiries, and Incentive Rates in the table under paragraph (a) and other content of the Program at any time without prior notice.
d. The volume of successful inquiries you achieved for the month as tracked and recorded by the tracking system of the Advertiser/Alibaba.com shall be final and conclusive for determining the Incentive Rate applicable to you for calculating your fee for the month.
e. You will also use your best commercial endeavours to publish this Program on your Network website and/or through email to your members.
5. PAYMENT TERMS
The Fee will be paid to you each month in accordance with the terms of the applicable Insertion Order and the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement (as the case may be). Unless otherwise agreed by Advertiser/Alibaba.com and you in writing, the payment terms set forth in the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement shall apply mutatis mutandis to the Program.
6. AMENDMENTS AND CESSATION
a. Advertiser/Alibaba.com reserves the right to amend the Terms at any time by posting the amended and restated Terms on the Alibaba.com International Website or the Alibaba.com Affiliate Network Platform. The amended and restated Terms shall be effective immediately upon posting unless otherwise disclosed. After posting by Advertiser/Alibaba.com of the amended and restated Terms, your continued participation in the Program shall be deemed to be your acceptance of the amended Terms.
b. Advertiser/Alibaba.com reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of the Program or any of its related functionalities or applications any time in its sole discretion without prior notice.
7. ACKNOWLEDGEMENT AND UNDERTAKING
a. You agree and undertake that you will not:
a. copy, reproduce, exploit or expropriate Advertiser's/Alibaba.com’s various proprietary directories, databases and listings;
b. 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;
c. gain or attempt to gain unauthorized access to the computer systems or networks used by Advertiser/Alibaba.com and/or any user of the Alibaba.com International Website or engage in any other activities that may harm the integrity of such computer systems or networks;
d. carry on activities on the Alibaba.com International Website or Alibaba.com Affiliated Network Platform that are bad-faith or not in compliance with any applicable laws and regulations, including but not limited to installing bad-faith plug-in, using key words of the Alibaba.com International Website without Advertiser’s/Alibaba.com’s authorization, using bad-faith or illegal incentives to drive successful inquiries, and etc.
8. INDEMNIFICATION
You agree to indemnify Advertiser/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 the Terms or the Rules in connection with your participation in the Program. Advertiser/Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Advertiser/Alibaba.com in asserting any available defenses.
9. LIMITATION OF LIABILITY
TO THE FULL EXTENT PERMITTED BY LAW, ADVERTISER/ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE PARTICIPATION OR INABILITY TO PARTICIPATE IN THIS PROGRAM.
10. GENERAL RULES
a. Advertiser/Alibaba.com reserves all rights to reject your application for participation in the Program in its sole discretion.
b. The Terms and your agreement with Advertiser/Alibaba.com for participating in the Program are governed by the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any conflict of law provisions. You and Advertiser/Alibaba.com hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong.
c. The Terms shall form part of the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement and the two shall be construed together and together constitute the entire agreement. In case of any inconsistencies between the Terms and the terms and conditions of the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement, the Terms shall prevail.
(Terminated!) Alibaba.com Affiliate Network Incentive Rate Tiers Program Terms and Conditions (November 1st 2015)

Alibaba.com Affiliate Network Incentive Rate Tiers Program Terms and Conditions (November 1st 2015)

BY CLICKING “AGREE” AND PARTICIPATING IN THIS ALIBABA.COM AFFILIATE NETWORK INCENTIVE RATE TIERS PROGRAM (THE “PROGRAM”), YOU AGREE AND CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE FOLLOWING PROGRAM TERMS AND CONDITIONS (THE “TERMS”):

1. ACCEPTANCE
a. You agree and accept that, in addition to the Terms, your application and participation in the Program is bound by i) any and all of the rules, polices, privacy policy and terms of use of the Alibaba.com International Website (http://www.alibaba.com) and the Alibaba.com Affiliate Network Platform (http://ads.alibaba.com), and ii) all of the terms and conditions of the advertising agreement/Alibaba Affiliate Network Program Service Agreement (as the case may be) that you entered into with Advertiser/Alibaba.com for participating as a network under the Alibaba.com affiliate network program (all such rules, policies, privacy policy, terms of use, and terms and conditions aforementioned are hereinafter referred to as the “Rules”).
2. ELIGIBILITY
a. You must fulfill all of the following conditions to be eligible to participate in the Program:
i. Your Advertising Agreement or Alibaba Affiliate Network Program Service Agreement is still in valid effect;
ii. You have clicked and agreed to all the terms and conditions of these Terms; and
iii You have agreed to the terms and conditions of the Alibaba.com Affiliate Network Platform.
3. PERIOD
a. The Program starts 01 November 2015 00:00:00 PST and ends 31 December 2015 23:59:59 PST (the “Program Period”), comprising two calendar months.
4. PROGRAM TERMS
a. During the Campaign Period, (i) any “successful inquiry” posted by buyers on the Advertiser Site (as defined in the Advertising Agreement) for suppliers or products that have participated in the “Trade Assurance Program” of the Advertiser Site as a result of your advertising services performed under the Advertising Agreement or (ii) any “Buying Requests” posted by buyers on the Advertiser Site as a result of your advertising services performed under the Advertising Agreement shall entitle you to payment of a fix rate commission of USD5 per successful inquiry or Buying Requests (the “Commission”).
i.You achieved a Conversion Rate of ≥1%. “Conversion Rate” for the purposes of this paragraph means the total number of successful inquiries of the corresponding calendar month divided by the total number of unique visitors x 100%. (“successful inquiries” as defined under the terms of the Insertion Order subject to your Advertising Agreement or Alibaba Affiliate Network Program Service Agreement (as the case may be)) ); and
ii. You achieved a daily average of unique visitors of not less than or equal to 500 during each such calendar month; and
iii. You achieved the requisite volume of successful inquiries within a calendar month of the Program as set out in the table below; and
iv. You have clicked “agree” in agreement of these Terms and the Rules by no later than the first day of a calendar month and you are in compliance of these Terms and Rules throughout the term of this Program.
Average daily volume of Successful Inquiries of the applicable calendar month during the Program Period per PID Average daily volume of Successful Inquiries of the applicable calendar month during the Program Period per PID
more than 50 but less than or equal to 100 US$4.0 (Four US Dollars)
more than 100 but less than or equal to 250 US$4.5 (Four US Dollars Fifty Cents)
more than 250 US$5.0 (Five US Dollars)
b. Note:
1. In order to be eligible for Incentive Rate for both calendar months of the Program Period, you must confirm your enrolment in the Program before the first day of the first calendar month of the Program Period. For enrolments confirmed and accepted after the first day of the first calendar month of the Program period, network may only participate in the Program for the subsequent calendar month.For instance, if you click “agree” on November 2, 2015, your participation in the Program will start from December 1, 2015 and you will not be entitled to any Incentive Rate for the month of November.
2. Subject to these Terns, the applicable Incentive Rate will be used to calculate your fee for the corresponding calendar month of the Program Period (“Fee”) by multiplying the Incentive Rate with the total volume of successful inquiries for such calendar month confirmed by Alibaba.com.
3. Frozen Leads will not be counted towards the Number of Successful Inquiry that you achieved in a month. “Frozen Leads” means any leads or inquiries that have, or are suspected to have, breached any or all of the terms and conditions of the Rules and are suspended for investigation by the Advertiser/Alibaba.com. For the avoidance of doubt, if Advertiser/Alibaba.com concludes that the leads or inquiries that were under investigation did not breach the Rules, such leads or inquiries would not be counted towards the Number of Successful Inquiry that you have achieved.
c. Advertiser/Alibaba.com reserves the sole right and absolute discretion to revise the duration, tiers and content of applicable DUV and successful inquiries, and Incentive Rates in the table under paragraph (a) and other content of the Program at any time without prior notice.
d. The volume of successful inquiries you achieved for the month as tracked and recorded by the tracking system of the Advertiser/Alibaba.com shall be final and conclusive for determining the Incentive Rate applicable to you for calculating your fee for the month.
e. You will also use your best commercial endeavours to publish this Program on your Network website and/or through email to your members.
5. PAYMENT TERMS
The Fee will be paid to you each month in accordance with the terms of the applicable Insertion Order and the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement (as the case may be). Unless otherwise agreed by Advertiser/Alibaba.com and you in writing, the payment terms set forth in the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement shall apply mutatis mutandis to the Program.
6. AMENDMENTS AND CESSATION
a. Advertiser/Alibaba.com reserves the right to amend the Terms at any time by posting the amended and restated Terms on the Alibaba.com International Website or the Alibaba.com Affiliate Network Platform. The amended and restated Terms shall be effective immediately upon posting unless otherwise disclosed. After posting by Advertiser/Alibaba.com of the amended and restated Terms, your continued participation in the Program shall be deemed to be your acceptance of the amended Terms.
b. Advertiser/Alibaba.com reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of the Program or any of its related functionalities or applications any time in its sole discretion without prior notice.
7. ACKNOWLEDGEMENT AND UNDERTAKING
a. You agree and undertake that you will not:
a. copy, reproduce, exploit or expropriate Advertiser's/Alibaba.com’s various proprietary directories, databases and listings;
b. 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;
c. gain or attempt to gain unauthorized access to the computer systems or networks used by Advertiser/Alibaba.com and/or any user of the Alibaba.com International Website or engage in any other activities that may harm the integrity of such computer systems or networks;
d. carry on activities on the Alibaba.com International Website or Alibaba.com Affiliated Network Platform that are bad-faith or not in compliance with any applicable laws and regulations, including but not limited to installing bad-faith plug-in, using key words of the Alibaba.com International Website without Advertiser’s/Alibaba.com’s authorization, using bad-faith or illegal incentives to drive successful inquiries, and etc.
8. INDEMNIFICATION
You agree to indemnify Advertiser/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 the Terms or the Rules in connection with your participation in the Program. Advertiser/Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Advertiser/Alibaba.com in asserting any available defenses.
9. LIMITATION OF LIABILITY
TO THE FULL EXTENT PERMITTED BY LAW, ADVERTISER/ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE PARTICIPATION OR INABILITY TO PARTICIPATE IN THIS PROGRAM.
10. GENERAL RULES
a. Advertiser/Alibaba.com reserves all rights to reject your application for participation in the Program in its sole discretion.
b. The Terms and your agreement with Advertiser/Alibaba.com for participating in the Program are governed by the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any conflict of law provisions. You and Advertiser/Alibaba.com hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong.
c. The Terms shall form part of the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement and the two shall be construed together and together constitute the entire agreement. In case of any inconsistencies between the Terms and the terms and conditions of the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement, the Terms shall prevail.
Alibaba Affiliate Network Program Service Agreement

Alibaba Affiliate Network Program Service Agreement

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.

(Updated July, 2016)

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” 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 Content” means artworks, graphics, logos, and copies of Alibaba.com Product/Alibaba.com Portal that are made available by Alibaba.com to Participant for advertisements on websites or other media controlled by Participant. 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 Site.
1.2
“Alibaba.com Portal” means the website with the URL: http://ads.alibaba.com where Participant must enroll and use for performing the advertising services under this Agreement.
1.3
“Alibaba.com Product/Alibaba.com Portal” means any item that is offered for sale by sellers on the Alibaba.com Site.
1.4
“Alibaba.com Site” means the website with the URL: http://www.alibaba.com.
1.5
“Buyer” means a registered user of Alibaba.com Site who will make or has made a purchase of Alibaba.com Product/Alibaba.com Portal of the Alibaba.com Site.
1.6
“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.
1.7
“Insertion Order” means a service order form 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.
1.8
“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.
1.9
“Network” means a Participant who controls a number and variety of websites, newsletters, or other third party online/offline media whereby the Alibaba.com Products/Services can be placed.
1.10
“Participant Site/Media” means the website or other online media controlled by Participant whereby Participant has the right to place advertisements of Alibaba.com Content pursuant to the Program.
1.11
“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 Product/Services can be advertised through the placing of Alibaba.com Content on the website.
1.12
“Qualifying Purchases” means purchases completed by Buyer on the Alibaba.com Site via Participants 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 Site for acknowledging transaction completion. For the avoidance of doubt, transactions on the Alibaba.com Site that are refunded by Buyer shall not be deemed as a Qualifying Purchase.
1.13
“Server to Server Post-back” means the Alibaba.com’s recording of the data of the Buyer’s action on its own server and the subsequent reporting of the data to Network/Publisher by utilizing a URL provided by Network/Publisher, which contains a code to track the number of Buyer who arrives at Alibaba.com Site and the corresponding action of the Buyer. Whenever a qualified action of the Buyer happens on the Alibaba.com Site, Alibaba.com will generate a server request to Network/Publisher and Network/Publisher will record the data accordingly.
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
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 13 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.
3. DESCRIPTION AND GENERAL TERMS OF THE PROGRAM
3.1
The Program is intended to provide Participant, 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 Participant, through the Alibaba.com Portal, the Alibaba.com Content to be advertised by Participant pursuant to the Program. Alibaba.com will pay Participant the Fees (as defined in Clause 7.1) for Qualifying Purchases made by a Buyer via Participant’s advertisements of Alibaba.com Content in accordance with Clause 7 of this Agreement.
3.2
Subject to Alibaba.com’s prior approval, Participant may:
(a)
propose other content displaying on the Alibaba.com Site to be advertised by Participant on the Participant Site/Media; or
(b)
create its own promotional content based on the Alibaba.com 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.
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 Alibaba.com Portal;
(b)
having agreed to and accepted the “Alibaba.com Free Membership Agreement” online through the Alibaba.com Portal;
(c)
having agreed to be abound by:
(i)
Terms of Use of Alibaba Affiliates Platform;
(ii)
Advertising Rules and Policies of Alibaba Affiliate 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 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, at Alibaba.com’s discretion) to Participant reports summarizing Participant’s performance in the Program and records relating to the Qualifying Purchases.
5.2
Participant agrees that all performance of Participant’s advertisement of Alibaba.com Content on the Participant Sites/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 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;
Alibaba.com 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 12 of this Agreement.
6.3
Participant 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 Sites/Media.
6.4
Participant shall be responsible for all activities on its account with the Alibaba.com Portal and for loss, theft or unauthorized disclosure of its password. Participant 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 Participant the advertising fees or commissions on a monthly basis for Qualifying Purchases and/or successful inquiries in a given month, subject to other specific terms set forth in the applicable Insertion Order executed by both Parties (“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 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 7.4 or the Insertion Order, or any addition or deletion 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 chargeback any Fraud or invalid purchases and inquiries (the “Disqualified Purchases”) in accordance with Clause 7.4. Alibaba.com will provide an itemized report (the “Disqualified Purchases Report”), including Participant affiliate market IDs, data, and details as reasonably requested by Participant as to why such transactions are being deemed fraudulent or invalid by Alibaba.com.
7.4
Alibaba.com shall be entitled to either (i) set off the amount of the Fees for such Disqualified Purchases against the amount of the Fees payable to Participant for the month following the issue of the Disqualified Purchases Report; (ii) request Participant to return the amount of the Fees for such Disqualified Purchases (even following the termination of this Agreement); or (iii) deduct the amount of the Fees for such Disqualified Purchase from the balance on Participant’s account on the Alibaba.com Portal.
7.5
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 Alibaba.com Portal from time to time shall apply.
8. INTELLECTUAL PROPERTY
8.1
Except as expressly agreed to in writing by the Parties, 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 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 Alibaba.com 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 Alibaba.com, its affiliates or the Alibaba.com Site, including Alibaba.com, Alibaba.com.com and Taobao.com.
8.4
Participant 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 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 Alibaba.com during its registration process on the Alibaba.com Portal and as updated from time to time is and will remain 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 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 Site 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 Site 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 Site or Alibaba.com Portal.
11.3
Any material downloaded or otherwise obtained through the Alibaba.com Portal is done at Participant’s sole discretion and risk and Participant is 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 Participant from Alibaba.com or through or from the or Alibaba.com Portal Site shall create any warranty not expressly stated herein.
11.4
Participant hereby agrees 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 such User's information on the Alibaba.com Portal or Alibaba.com Site) or from your breach of any of the Terms.
11.5
Participant hereby further agrees 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)
your use or inability to use the Alibaba.com Portal;
(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)
your violation of any third party rights, 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 the greater of (a) the amount of fees you have paid to Alibaba.com or its affiliates for the Alibaba.com Portal services during the immediately preceding calendar year, and (b) HK$1,000. The preceding sentence shall not preclude the requirement by you to prove actual damages. 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 the case of the Participant, if the Participant is acquired by, merges with, or becomes 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. GENERAL
13.1
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.
13.2
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.
13.3
Governing Law. 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.
13.4
Entire Agreement. Subject to Clause 2.1, 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.

Insertion Order

This July 2016 Insertion Order is entered into supplemental to the Alibaba Affiliate Network Program Service Agreement (“Agreement “) between Network/Publisher and Alibaba.com (as the Agreement may be amended and updated from time to time). The terms of this July 2016 Insertion Order shall be effective from 1 July 2016 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 July 2016 Insertion Order shall have the meaning given to them in the Agreement unless otherwise defined in this July 2016 Insertion Order. The Agreement and this July 2016 Insertion Order shall be read and construed as one instrument.

Alibaba.com Information (“Alibaba.com”)
Legal 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
Yan Zhong
Phone Number
 
Fax Number
 
Email Address
kitty.zhongy@alibaba-inc.com
Accounting Contact
Qilin Yan
Phone Number
 
Fax Number
 
Email Address
Qilin.yanql@alibaba-inc.com
Campaign Information
Campaign Name
[            ]
Campaign Type
√ CPA        CPS        CPC
Lead Cap Per Month
 
Launch/ End Dates
 
Promotion Type(s) (Please check all that apply)
Web          Email           Search        Social Network        Contextual        Reg-Path        Host&Post       
Mobile Web        Mobile Search        Mobile App Display        Push Notifications
Alibaba.com Site:
[www.alibaba.com]
Landing Page URL:
Network/Publisher 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 & Requirements
Alibaba.com posts data report in XML format on daily and monthly basis on the server setting out details of inquiries for which buyers have successfully posted on the Alibaba.com Site. Network/Publisher retrieves the report and update conversions on Network/Publisher backend. The amount noted in the invoice issued by Network/Publisher and the amount payable to Network/Publisher by Alibaba.com should be calculated on the basis of successful inquires recorded in the immediate preceding month as set out in the monthly data report posted by Alibaba.com.

The success of an inquiry should be determined by Alibaba.com in its sole discretion.

Alibaba.com will use its reasonable endeavors to provide a prior notice to last known email address of Network/Publisher of not less than 48 hours if there is any planned change for the campaign details or promotion plan.

Cookie life (post click): 200 minutes.
Chargeback Policy
Alibaba.com shall have the right to chargeback fraudulent or invalid leads. Alibaba.com will provide an itemized report, including Network/Publisher affiliate marketer IDs, lead data, and details as reasonably requested by Network/Publisher as to why such leads are being deemed fraudulent or invalid by the Alibaba.com. Fraudulent or invalid leads are defined as any lead that is: (i) generated by means of any device, program, or robot; (ii) deemed as an advertisement; or (iii) deemed as fraudulent or invalid leads by the system analysis of Alibaba.com.
Geo Targeting
[worldwide, except People’s Republic of China and Nigeria; for the avoidance of doubt, Hong Kong, Macau and Taiwan fall within Geo Targeting]
Search Restrictions/Extra Placement Criteria
Network/Publisher 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 AliExpress.com, and/or any of their affiliated sites and/or companies in whatever language.
Network/Publisher 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 AliExpress.com, and/or any of their affiliated sites and/or companies in whatever language.
If Network/Publisher does not use banners provided by Alibaba.com in an unadultered manner, and instead edited the banners provided by Alibaba.com or otherwise independently designed banners for use, Network/Publisher shall be solely responsible for any and all losses, damages, claims (including third party claims), costs, expenses and fees relating thereto.
Publisher is 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
Fixed price on the basis of successful inquires (as defined above), with a fixed rate USD 7.00 per successful inquiry.
Payment Terms:
All fees properly accrued under an Insertion Order during the term of this Agreement for a calendar month may be withdrawn by Network/Publisher through the “Withdrawal” section of the Affiliate Platform at (or its successor site, as the case may be) between the 20th to 25th day of the next calendar month (United States time) (the “Monthly Payment Window”). For the avoidance of doubt, by way of example, all fees properly accrued in April of a calendar year shall be invoiced between 20th to 25th day of the next calendar month (i.e. May) of the same calendar year. A receipt for the corresponding payment will be automatically generated by the Affiliate Platform. It is the Network/Publisher’s sole responsibility and risk to log on and withdraw and/or download the requisite receipts within the Monthly Payment Window. Failure to withdraw and/or download receipt within the Monthly Payment Window for a given calendar month by Network/Publisher can only be completed by Network/Publisher as its sole responsibility and at its own risk in the Monthly Payment Window of the subsequent month(s). In no event shall Alibaba.com be liable for any direct or indirect Loss, or loss of profits or loss of deal or any other consequential Loss as a result of any failure to withdraw and/or download receipt within any Monthly Payment Window.
After termination of the Agreement and this Insertion Order, no commission or fees whatsoever will be payable by Alibaba.com to Network/Publisher in respect of any leads recorded prior to the termination which has not been successfully completed according to the Alibaba.com system.
Network/Publisher 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


Address:

Authorization
Network Authorized Representative
Name: [      ]
Title: [      ]
Signature: Date:
Alibaba.com Authorized Representative
Name: WU MINZHI
Title: President
Signature: Date:

(Terminated!) Alibaba.com Affiliate Network Incentive Rate and Bonus Incentive Rate Tiers Program Terms and Conditions (December 1, 2015)

BY CLICKING “AGREE” AND PARTICIPATING IN THIS ALIBABA.COM AFFILIATE NETWORK INCENTIVE RATE TIERS PROGRAM (THE “PROGRAM”), YOU AGREE AND CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE FOLLOWING PROGRAM TERMS AND CONDITIONS (THE “TERMS”):

1. ACCEPTANCE
a. You agree and accept that, in addition to the Terms, your application and participation in the Program is bound by i) any and all of the rules, policies, privacy policy and terms of use of the Alibaba.com International Website (http://www.alibaba.com) and the Alibaba.com Affiliate Network Platform (http://ads.alibaba.com), and ii) all of the terms and conditions of the advertising agreement/Alibaba Affiliate Network Program Service Agreement (as the case may be) that you entered into with Advertiser/Alibaba.com for participating as a network under the Alibaba.com affiliate network program (all such rules, policies, privacy policy, terms of use, and terms and conditions aforementioned are hereinafter referred to as the “Rules”).
2. ELIGIBILITY
a. You must fulfill all of the following conditions to be eligible to participate in the Program:
i. Your Advertising Agreement or Alibaba Affiliate Network Program Service Agreement is still in valid effect;
ii. You have clicked and agreed to all the terms and conditions of these Terms; and
iii You have agreed to the terms and conditions of the Alibaba.com Affiliate Network Platform.
3. PERIOD
a. The Program starts December 1, 2015 00:00:00 PST and remains in force until terminated by Advertiser / Alibaba.com (the “Program Period”).
4. PROGRAM TERMS
a. During the Program Period, any “Successful Inquiry” posted by buyers on the Advertiser Site (as defined in the Advertising Agreement) for suppliers or products that have participated in the “Trade Assurance Program” of the Advertiser Site as a result of your advertising services performed under the Advertising Agreement will entitle you to payment of a fixed rate commission of US$3.50 per Successful Inquiry (the “Commission”).
b. You will be entitled to an Incentive Rate per publisher ID (“PID”) if the following conditions are met:
i. The publisher achieved a Conversion Rate of ≥0.1%. “Conversion Rate” for the purposes of this paragraph means the total number of Successful Inquiries of the corresponding calendar month divided by the total number of unique visitors x 100%. (“Successful Inquiries” as such term successful inquiries is defined under the terms of the Insertion Order subject to your Advertising Agreement or Alibaba Affiliate Network Program Service Agreement (as the case may be));
ii. The publisher achieved an average daily volume of Successful Inquiries of more than 5 within a calendar month of the Program; and
iii. All relevant publisher ID ("PID") relating to each Successful Inquiry has been verified and confirmed by Alibaba.com acting at its sole discretion; and
iv. You have clicked “agree” in agreement of these Terms and the Rules by no later than the first day of the same calendar month and you are in compliance of these Terms and Rules throughout the term of this Program.
v. The applicable Incentive Rate for each Successful Inquiry per PID is as follows:
Average daily volume of Successful Inquiries of the applicable calendar month during the Program Period per PID Incentive Rate (per PID)
more than 5 but less than or equal to 100 US$4.00 (Four US Dollars)
more than 100 but less than or equal to 250 US$4.50 (Four US Dollars Fifty Cents)
more than 250 US$5.00 (Five US Dollars)
c. In addition to an Incentive Rate, you will be entitled to a Bonus Incentive Rate if the total average daily volume of Successful Inquiries for all PIDs satisfying the conditions listed in paragraph 4(b)(i) to (iii) above and which volume of Successful Inquiries having been entitled to an Incentive Rate for the same calendar month only (“Eligible PID”) meet the following volume:
Total average daily volume of Successful Inquiries for all such Eligible PID of the applicable calendar month during the Program Period Bonus Incentive Rate (of the relevant Incentive Rate under paragraph 4(b)(v))
equal to or more than 1500 but less than 2000 Additional 3%
equal to or more than 2000 but less than 3000 Additional 5%
equal to or more than 3000 but less than 5000 Additional 7%
equal to or more than 5000 Additional 10%
d. Note:
1. In order to be eligible for Incentive Rate and Bonus Incentive Rate for any calendar month during the Program Period, you must confirm your enrolment in the Program before the first day of the corresponding calendar month. For enrolments confirmed and accepted after the first day of a calendar month during the Program Period, the network may only participate in the Program for the subsequent calendar month. For instance, if you clicked “agree” on December 2, 2015, your participation in the Program would start from January 1, 2016 and you would not be entitled to any Incentive Rate or Bonus Incentive Rate for the month of December 2015.
2. Subject to these Terms, the applicable Incentive Rate and Bonus Incentive Rate will be used to calculate your fee for the corresponding calendar month of the Program Period (“Fee”) by multiplying the Incentive Rate and Bonus Incentive Rate with the total volume of Successful Inquiries for such calendar month confirmed by Alibaba.com. Successful Inquiries from traffic generated by a PID must pass Alibaba.com’s quality audit to be eligible for any Incentive Rate.
3. Frozen Leads will not be counted towards the Number of Successful Inquiries you achieved in a month. “Frozen Leads” means any leads or inquiries that have, or are suspected to have, breached any or all of the terms and conditions of the Rules and are suspended for investigation by the Advertiser/Alibaba.com. For the avoidance of doubt, if Advertiser/Alibaba.com concludes that the leads or inquiries that were under investigation did not breach the Rules, such leads or inquiries would not be counted towards the Number of Successful Inquiry that you have achieved.
e. Advertiser/Alibaba.com reserves the sole right and absolute discretion to revise the duration, tiers and content of applicable DUV and Successful Inquiries, Incentive Rates and Bonus Incentive Rates in the tables under paragraphs 4(b) and (c) and other content of the Program at any time without prior notice.
f. The volume of Successful Inquiries you achieved for the month as tracked and recorded by the tracking system of the Advertiser/Alibaba.com shall be final and conclusive for determining the Incentive Rate and/or Bonus Incentive Rates applicable to you for calculating your Fee for the month.
g. You will also use your best commercial endeavours to publish this Program on your Network website and/or through email to your members.
5. PAYMENT TERMS
The Fee will be paid to you each month in accordance with the terms of the applicable Insertion Order and the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement (as the case may be). Unless otherwise agreed by Advertiser/Alibaba.com and you in writing, the payment terms set forth in the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement shall apply mutatis mutandis to the Program.
6. AMENDMENTS AND CESSATION
a. Advertiser/Alibaba.com reserves the right to amend the Terms at any time by posting the amended and restated Terms on the Alibaba.com International Website or the Alibaba.com Affiliate Network Platform. The amended and restated Terms shall be effective immediately upon posting unless otherwise disclosed. After posting by Advertiser/Alibaba.com of the amended and restated Terms, your continued participation in the Program shall be deemed to be your acceptance of the amended Terms.
b. Advertiser/Alibaba.com reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of the Program or any of its related functionalities or applications any time in its sole discretion without prior notice.
7. ACKNOWLEDGEMENT AND UNDERTAKING
a. You agree and undertake that you will not:
i. copy, reproduce, exploit or expropriate Advertiser's/Alibaba.com’s various proprietary directories, databases and listings;
ii. 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;
iii. gain or attempt to gain unauthorized access to the computer systems or networks used by Advertiser/Alibaba.com and/or any user of the Alibaba.com International Website or engage in any other activities that may harm the integrity of such computer systems or networks;
iv. carry on activities on the Alibaba.com International Website or Alibaba.com Affiliated Network Platform that are bad-faith or not in compliance with any applicable laws and regulations, including but not limited to installing bad-faith plug-in, using key words of the Alibaba.com International Website without Advertiser’s/Alibaba.com’s authorization, using bad-faith or illegal incentives to drive Successful Inquiries, and etc.
8. INDEMNIFICATION
You agree to indemnify Advertiser/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 the Terms or the Rules in connection with your participation in the Program. Advertiser/Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Advertiser/Alibaba.com in asserting any available defenses.
9. LIMITATION OF LIABILITY
TO THE FULL EXTENT PERMITTED BY LAW, ADVERTISER/ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE PARTICIPATION OR INABILITY TO PARTICIPATE IN THIS PROGRAM.
10. GENERAL RULES
a. Advertiser/Alibaba.com reserves all rights to reject your application for participation in the Program in its sole discretion.
b. The Terms and your agreement with Advertiser/Alibaba.com for participating in the Program are governed by the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any conflict of law provisions. You and Advertiser/Alibaba.com hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong.
c. The Terms shall form part of the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement and the two shall be construed together and together constitute the entire agreement. In case of any inconsistencies between the Terms and the terms and conditions of the Advertising Agreement/ Alibaba Affiliate Network Program Service Agreement, the Terms shall prevail.
Insertion Order dated [July,1] 2016 to the Alibaba Affiliate Network Program Service Agreement

Insertion Order

This July 2016 Insertion Order is entered into supplemental to the Alibaba Affiliate Network Program Service Agreement (“Agreement “) between Network/Publisher and Alibaba.com (as the Agreement may be amended and updated from time to time). The terms of this July 2016 Insertion Order shall be effective from 1 July 2016 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 July 2016 Insertion Order shall have the meaning given to them in the Agreement unless otherwise defined in this July 2016 Insertion Order. The Agreement and this July 2016 Insertion Order shall be read and construed as one instrument.

Alibaba.com Information (“Alibaba.com”)
Legal 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
Yang Li
Phone Number
 
Fax Number
 
Email Address
Jessica.liy@alibaba-inc.com
Accounting Contact
Qilin Yan
Phone Number
 
Fax Number
 
Email Address
Qilin.yanql@alibaba-inc.com
Campaign Information
Campaign Name
[            ]
Campaign Type
√ CPA        CPS        CPC
Lead Cap Per Month
 
Launch/ End Dates
 
Promotion Type(s) (Please check all that apply)
Web          Email           Search        Social Network        Contextual        Reg-Path        Host&Post       
Mobile Web        Mobile Search        Mobile App Display        Push Notifications
Alibaba.com Site:
[www.alibaba.com]
Landing Page URL:
Network/Publisher 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 & Requirements
Alibaba.com posts data report in XML format on daily and monthly basis on the server setting out details of inquiries for which buyers have successfully posted on the Alibaba.com Site. Network/Publisher retrieves the report and update conversions on Network/Publisher backend. The amount noted in the invoice issued by Network/Publisher and the amount payable to Network/Publisher by Alibaba.com should be calculated on the basis of successful inquires recorded in the immediate preceding month as set out in the monthly data report posted by Alibaba.com.

The success of an inquiry should be determined by Alibaba.com in its sole discretion.

Alibaba.com will use its reasonable endeavors to provide a prior notice to last known email address of Network/Publisher of not less than 48 hours if there is any planned change for the campaign details or promotion plan.

Cookie life (post click): 200 minutes.
Chargeback Policy
Alibaba.com shall have the right to chargeback fraudulent or invalid leads. Alibaba.com will provide an itemized report, including Network/Publisher affiliate marketer IDs, lead data, and details as reasonably requested by Network as to why such leads are being deemed fraudulent or invalid by the Alibaba.com. Fraudulent or invalid leads are defined as any lead that is: (i) generated by means of any device, program, or robot; (ii) deemed as an advertisement; or (iii) deemed as fraudulent or invalid leads by the system analysis of Alibaba.com..
Geo Targeting
[worldwide, except People’s Republic of China and Nigeria; for the avoidance of doubt, Hong Kong, Macau and Taiwan fall within Geo Targeting]
Search Restrictions/Extra Placement Criteria
Network/Publisher 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 AliExpress.com, and/or any of their affiliated sites and/or companies in whatever language
Network/Publisher may not offer any kind of direct or indirect incentives or cash back to the originator or its affiliates or designated parties for any lead or inquiry.
If Network/Publisher does not use banners provided by Alibaba.com in an unadultered manner, and instead edited the banners provided by Alibaba.com or otherwise independently designed banners for use, Network/Publisher shall be solely responsible for any and all losses, damages, claims (including third party claims), costs, expenses and fees relating thereto.
Publisher is 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
Fixed price on the basis of successful inquires (as defined above), with a fixed rate USD 7.00 per successful inquiry.
Payment Terms:
All fees properly accrued under an Insertion Order during the term of this Agreement for a calendar month may be withdrawn by Network/Publisher through the “Withdrawal” section of the Affiliate Platform at (or its successor site, as the case may be) between the 20th to 25th day of the next calendar month (United States time) (the “Monthly Payment Window”). For the avoidance of doubt, by way of example, all fees properly accrued in April of a calendar year shall be invoiced between 20th to 25th day of the next calendar month (i.e. May) of the same calendar year. A receipt for the corresponding payment will be automatically generated by the Affiliate Platform. It is the Network/Publisher’s sole responsibility and risk to log on and withdraw and/or download the requisite receipts within the Monthly Payment Window. Failure to withdraw and/or download receipt within the Monthly Payment Window for a given calendar month by Network/Publisher can only be completed by Network/Publisher as its sole responsibility and at its own risk in the Monthly Payment Window of the subsequent month(s). In no event shall Alibaba.com be liable for any direct or indirect Loss, or loss of profits or loss of deal or any other consequential Loss as a result of any failure to withdraw and/or download receipt within any Monthly Payment Window.

After termination of the Agreement and this Insertion Order, no commission or fees whatsoever will be payable by Alibaba.com to Network/Publisher in respect of any leads recorded prior to the termination which has not been successfully completed according to the Alibaba.com system.

Network/Publisher 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


Address:

Authorization
Network Authorized Representative
Name: [      ]
Title: [      ]
Signature: Date:
Alibaba.com Authorized Representative
Name: WU MINZHI
Title: President
Signature: Date:

(Terminated!) Alibaba Affiliate Network Program Service Agreement

Alibaba Affiliate Network Program Service Agreement

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..

(Updated August, 2015)

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” 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 Content” means artworks, graphics, logos, and copies of Alibaba.com Product/Alibaba.com Portal that are made available by Alibaba.com to Participant for advertisements on websites or other media controlled by Participant. 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 Site.
1.2
“Alibaba.com Portal” means the website with the URL: http://ads.alibaba.com where Participant must enroll and use for performing the advertising services under this Agreement.
1.3
“Alibaba.com Product/Alibaba.com Portal” means any item that is offered for sale by sellers on the Alibaba.com Site.
1.4
“Alibaba.com Site” means the website with the URL: http://www.alibaba.com.
1.5
“Buyer” means a registered user of Alibaba.com Site who will make or has made a purchase of Alibaba.com Product/Alibaba.com Portal of the Alibaba.com Site.
1.6
“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.
1.7
“Insertion Order” means a service order form 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.
1.8
“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.
1.9
“Network” means a Participant who controls a number and variety of websites, newsletters, or other third party online/offline media whereby the Alibaba.com Products/Services can be placed.
1.10
“Participant Site/Media” means the website or other online media controlled by Participant whereby Participant has the right to place advertisements of Alibaba.com Content pursuant to the Program.
1.11
“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 Product/Services can be advertised through the placing of Alibaba.com Content on the website.
1.12
“Qualifying Purchases” means purchases completed by Buyer on the Alibaba.com Site via Participants 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 Site for acknowledging transaction completion. For the avoidance of doubt, transactions on the Alibaba.com Site that are refunded by Buyer shall not be deemed as a Qualifying Purchase.
1.13
“Server to Server Post-back” means the Alibaba.com’s recording of the data of the Buyer’s action on its own server and the subsequent reporting of the data to Network/Publisher by utilizing a URL provided by Network/Publisher, which contains a code to track the number of Buyer who arrives at Alibaba.com Site and the corresponding action of the Buyer. Whenever a qualified action of the Buyer happens on the Alibaba.com Site, Alibaba.com will generate a server request to Network/Publisher and Network/Publisher will record the data accordingly.
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
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 13 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.
3. DESCRIPTION AND GENERAL TERMS OF THE PROGRAM
3.1
The Program is intended to provide Participant, 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 Participant, through the Alibaba.com Portal, the Alibaba.com Content to be advertised by Participant pursuant to the Program. Alibaba.com will pay Participant the Fees (as defined in Clause 7.1) for Qualifying Purchases made by a Buyer via Participant’s advertisements of Alibaba.com Content in accordance with Clause 7 of this Agreement.
3.2
Subject to Alibaba.com’s prior approval, Participant may:
(a)
propose other content displaying on the Alibaba.com Site to be advertised by Participant on the Participant Site/Media; or
(b)
create its own promotional content based on the Alibaba.com 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.
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 Alibaba.com Portal;
(b)
having agreed to and accepted the “Alibaba.com Free Membership Agreement” online through the Alibaba.com Portal;
(c)
having agreed to be abound by:
(i)
Terms of Use of Alibaba Affiliates Platform;
(ii)
Advertising Rules and Policies of Alibaba Affiliate 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 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, at Alibaba.com’s discretion) to Participant reports summarizing Participant’s performance in the Program and records relating to the Qualifying Purchases.
5.2
Participant agrees that all performance of Participant’s advertisement of Alibaba.com Content on the Participant Sites/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 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;
Alibaba.com 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 12 of this Agreement.
6.3
Participant 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 Sites/Media.
6.4
Participant shall be responsible for all activities on its account with the Alibaba.com Portal and for loss, theft or unauthorized disclosure of its password. Participant 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 Participant the advertising fees or commissions on a monthly basis for Qualifying Purchases and/or successful inquiries in a given month, subject to other specific terms set forth in the applicable Insertion Order executed by both Parties (“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 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 7.4 or the Insertion Order, or any addition or deletion 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 chargeback any Fraud or invalid purchases and inquiries (the “Disqualified Purchases”) in accordance with Clause 7.4. Alibaba.com will provide an itemized report (the “Disqualified Purchases Report”), including Participant affiliate market IDs, data, and details as reasonably requested by Participant as to why such transactions are being deemed fraudulent or invalid by Alibaba.com.
7.4
Alibaba.com shall be entitled to either (i) set off the amount of the Fees for such Disqualified Purchases against the amount of the Fees payable to Participant for the month following the issue of the Disqualified Purchases Report; (ii) request Participant to return the amount of the Fees for such Disqualified Purchases (even following the termination of this Agreement); or (iii) deduct the amount of the Fees for such Disqualified Purchase from the balance on Participant’s account on the Alibaba.com Portal.
7.5
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 Alibaba.com Portal from time to time shall apply.
8. INTELLECTUAL PROPERTY
8.1
Except as expressly agreed to in writing by the Parties, 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 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 Alibaba.com 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 Alibaba.com, its affiliates or the Alibaba.com Site, including Alibaba.com, Alibaba.com.com and Taobao.com.
8.4
Participant 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 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 Alibaba.com during its registration process on the Alibaba.com Portal and as updated from time to time is and will remain 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 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 Site 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 Site 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 Site or Alibaba.com Portal.
11.3
Any material downloaded or otherwise obtained through the Alibaba.com Portal is done at Participant’s sole discretion and risk and Participant is 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 Participant from Alibaba.com or through or from the or Alibaba.com Portal Site shall create any warranty not expressly stated herein.
11.4
Participant hereby agrees 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 such User's information on the Alibaba.com Portal or Alibaba.com Site) or from your breach of any of the Terms.
11.5
Participant hereby further agrees 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)
your use or inability to use the Alibaba.com Portal;
(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)
your violation of any third party rights, 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 the greater of (a) the amount of fees you have paid to Alibaba.com or its affiliates for the Alibaba.com Portal services during the immediately preceding calendar year, and (b) HK$1,000. The preceding sentence shall not preclude the requirement by you to prove actual damages. 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 the case of the Participant, if the Participant is acquired by, merges with, or becomes 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. GENERAL
13.1
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.
13.2
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.
13.3
Governing Law. 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.
13.4
Entire Agreement. Subject to Clause 2.1, 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.

Insertion Order

This Insertion Order is entered into supplemental to the Alibaba Affiliate Network Program Service Agreement (“Agreement “) between Publisher and Alibaba.com (as the Agreement may be amended and updated from time to time). 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”)
Legal 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

Yan Zhong
Phone NumberFax NumberEmail Address

kitty.zhongy@alibaba-inc.com
Accounting Contact

Qilin Yan
Phone NumberFax NumberEmail Address

Qilin.yanql@alibaba-inc.com
Campaign Information
Campaign Name

[            ]
Campaign Type

√ CPA        CPS        CPC
Lead Cap Per MonthLaunch/ End Dates
Promotion Type(s) (Please check all that apply)

Web         Email          Search        Social Network        Contextual        Reg-Path        Host&Post        Mobile Web        Mobile Search        Mobile App Display        Push Notifications
Alibaba.com Site:

[www.alibaba.com]
Landing Page URL:

Publisher 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 & Requirements

Alibaba.com posts data report in XML format on daily and monthly basis on the server setting out details of inquiries for which buyers have successfully posted on the Alibaba.com Site. Publisher retrieves the report and update conversions on Publisher backend. The amount noted in the invoice issued by Publisher and the amount payable to Publisher by Alibaba.com should be calculated on the basis of successful inquires recorded in the immediate preceding month as set out in the monthly data report posted by Alibaba.com.


The success of an inquiry should be determined by Alibaba.com in its sole discretion.


Alibaba.com will use its reasonable endeavors to provide a prior notice to last known email address of Publisher of not less than 48 hours if there is any planned change for the campaign details or promotion plan.


Cookie life (post click): 30 days.
Chargeback Policy

Alibaba.com shall have the right to chargeback fraudulent or invalid leads. Alibaba.com will provide an itemized report, including Publisher affiliate marketer IDs, lead data, and details as reasonably requested by Publisher as to why such leads are being deemed fraudulent or invalid by the Alibaba.com. Fraudulent or invalid leads are defined as any lead that is: (i) generated by means of any device, program, or robot; (ii) deemed as an advertisement; or (iii) deemed as fraudulent or invalid leads by the system analysis of Alibaba.com.
Geo Targeting

[worldwide, except People’s Republic of China and Nigeria; for the avoidance of doubt, Hong Kong, Macau and Taiwan fall within Geo Targeting]
Search Restrictions/Extra Placement Criteria

Publisher 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 AliExpress.com, and/or any of their affiliated sites and/or companies in whatever language.


Publisher may not offer any kind of direct or indirect incentives or cash back to the originator or its affiliates or designated parties for any lead or inquiry.


If Publisher does not use banners provided by Alibaba.com in an unadultered manner, and instead edited the banners provided by Alibaba.com or otherwise independently designed banners for use, Publisher shall be solely responsible for any and all losses, damages, claims (including third party claims), costs, expenses and fees relating thereto.


Publisher is 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

Fixed price on the basis of successful inquires (as defined above), with a fixed rate USD 3.50 per successful inquiry.
Payment Terms:

All fees properly accrued under an Insertion Order during the term of this Agreement for a calendar month may be withdrawn by Publisher through the “Withdrawal” section of the Affiliate Platform at (or its successor site, as the case may be) between the 20th to 25th day of the next calendar month (United States time) (the “Monthly Payment Window”). For the avoidance of doubt, by way of example, all fees properly accrued in April of a calendar year shall be invoiced between 20th to 25th day of the next calendar month (i.e. May) of the same calendar year. A receipt for the corresponding payment will be automatically generated by the Affiliate Platform. It is the Publisher’s sole responsibility and risk to log on and withdraw and/or download the requisite receipts within the Monthly Payment Window. Failure to withdraw and/or download receipt within the Monthly Payment Window for a given calendar month by Publisher can only be completed by Publisher as its sole responsibility and at its own risk in the Monthly Payment Window of the subsequent month(s). In no event shall Alibaba.com be liable for any direct or indirect Loss, or loss of profits or loss of deal or any other consequential Loss as a result of any failure to withdraw and/or download receipt within any Monthly Payment Window.

After termination of the Agreement and this Insertion Order, no commission or fees whatsoever will be payable by Alibaba.com to Publisher in respect of any leads recorded prior to the termination which has not been successfully completed according to the Alibaba.com system.

Publisher 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.

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