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Alibaba.com GGS Value-Added Services Marketplace Rules

Date: 2017/7/1

Article 1 Purpose

1.1 These Rules are formulated for the purpose of regulating the operating behavior of third-party service providers, safeguarding the lawful rights and interests of Users of Alibaba.com, maintaining the order of the Global Gold Suppliers Value-Added Services Marketplace (the “Marketplace”) and promoting the healthy development of the Marketplace.

Article 2 Definition

In these Rules, the following capitalised terms shall be given their meanings as follows:

2.1 User: means an entity or individual that uses the services provided by the Marketplace or orders Services through the Marketplace.

2.2 ISV: means an entity or individual that publishes its products or services on the Marketplace and sells such products or services through the Marketplace, also referred to as a “Service Provider”.

2.3 Services: for the purpose of these Rules, means products or services placed on the Marketplace by the ISV.

Article 3 Application of these Rules

3.1 The activities of any ISV or User on the Marketplace shall be governed by these Rules and such other terms and conditions of the Marketplace as may be applicable to the ISV or the User (as the case may be) (collectively, the “Platform Terms and Conditions”).

3.2 The ISV or User shall firstly read these Rules and all Platform Terms and Conditions applicable to such ISV or User carefully and thoroughly. The ISV or User, upon his/her creation of an account through the website of Alibaba.com and utilization of any services provided by the Marketplace, will be deemed to have agreed to these Rules and all Platform Terms and Conditions applicable to such ISV or User. ISV or Users who do not agree to all the terms in these Rules and the Platform Terms and Conditions should not use the Marketplace.

Article 4 Amendment to These Rules

4.1 The website www.alibaba.com (hereinafter referred to as “Alibaba.com” or “Alibaba”) has the right to amend these Rules in its sole discretion at any time for the operation of the Marketplace. The amended Rules shall become effective upon being published on Alibaba.com (where an effective date is contained in such announcement, such effective date shall prevail) and be binding on both ISVs and Users.

Article 5 ISV Admission

5.1 Where the ISV intends to access the Marketplace, it shall firstly register itself as a user of Alibaba.com, and agree to be bound by any agreement, rules or policy in relation to Alibaba.com.

5.2 Each ISV represents that it is an entity or individual with full power and authority to accept these terms and to perform the obligations hereunder. The ISV’s acts of publishing and/or providing Services shall be in compliance with all applicable laws, regulations, rules or policies, and shall not infringe or purport to infringe upon the lawful rights and interests of others.

5.3 The ISV applying to access and publish on the Marketplace shall submit the following materials to Alibaba.com and by such submission, ISV warrants that all the materials submitted are true, accurate, complete, up-to-date, lawful and valid:

5.3.1 A copy of the Business License stamped with the company seal (in case of entities), or a copy of ID document with his/her own signature (in case of individuals);

5.3.2 Tax registration certificate (if applicable);

5.3.3 A copy of the ID document of its legal representative or operator (in case of entities);

5.3.4 Contact person and contact information;

5.3.5 Duly filled ISV application form, which includes information relating to the description of the ISV’s business scope, and the description of services);

5.3.6 Registered account at Alibaba.com; and

5.3.7 Such other materials as may be required by Alibaba.

5.4 Alibaba.com has the right to examine the materials submitted by the ISV and conduct background checks on the ISVs, and has the right request for further information and/or supporting documentation and to determine in its sole discretion whether such ISV meets the Alibaba admission requirements. The decision of Alibaba shall be final and binding.

5.5 The ISV shall be subject to such other terms and conditions of the Marketplace as may be imposed by Alibaba.com on such ISV. The ISV shall inform Alibaba as soon as possible upon any change of any of such information and/or documents which have been submitted to Alibaba, and Alibaba shall have the right to suspend or terminate the ISV’s account and/or take such other actions as it deems appropriate in the circumstances.

Article 6 Account and Security

6.1 The ISV whose admission has been approved by Alibaba.com may log into the Marketplace with its account and password for Alibaba.com and use the services provided by the Marketplace.

6.2 The ISV shall keep its account and password for Alibaba.com strictly confidential and secure at all times. All operations through an ISV’s Alibaba.com account shall be regarded as the ISV’s authorised acts by Alibaba and all consequences thereof shall be assumed by the ISV.

Article 7 Information Publishing Rules

7.1 The ISV shall comply with the following rules in publishing information (including information in relation to its Services) on the Marketplace:

7.1.1 Any information published shall be in compliance with all laws, regulations, rules and policies in its form and substance, and shall be true, accurate, complete and be free from any content that is obscene, immoral, fraudulent, defamatory (including commercially defamatory), false, misleading, misused, over-committed, threatening, harassing or of a malicious or phishing nature. Information published by the ISV shall not infringe or purport to infringe on the lawful rights or interests of any third parties (including intellectual property rights); and

7.1.2 The information published may not directly or indirectly link to any products or services which publishing or sale is prohibited by any laws, regulations or rules, or any entities/websites competing with Alibaba.com or their products/services (as determined by Alibaba.com in its sole discretion), or any other content that Alibaba.com deems inappropriate to be linked to;

7.1.3 No malicious computer program or virus of any kind may be included;

7.1.4 The ISV may not submit or publish the same or substantially similar products repeatedly;

7.1.5 The information published may not contain any functions affecting the Users’ browsing routes, such as pop-up ads; and

7.1.6 Transaction prices shall be consistent with those indicated in Services titles or elsewhere and not misleading.

7.2 Information on the Services published by the ISV on the Marketplace shall including the following:

7.2.1 Features and description of the Services;

7.2.2 In case of multiple-version Services, the comparison of functions between different versions shall be clearly described;

7.2.3 Description of after-sales services (including contact information for after-sales services);

7.2.4 User guide; and

7.2.5 Contact information (it is suggested that TradeManager online be included).

7.3 Alibaba.com has the right to delete any information that it suspects of violating laws or regulations, infringing on the lawful rights and interests of any party, breaching Alibaba.com agreements, rules or policies, or other information that Alibaba.com deems to be inappropriate, without notice to the ISV.

Article 8 Service Rules

8.1 The ISV shall serve Users based on “customer first” principle.

8.2 The ISV shall promptly respond to User questions and enquiries, provide after-sales services with standards satisfactory to Alibaba, and address User complaints in a timely manner.

8.3  The ISV shall provide high quality and reasonable Services to the Users. Alibaba has the right to determine in its sole discretion whether an ISV satisfies this requirement, and shall have the right to require the ISV to improve on its standard of Service if it is of the opinion that the ISV does not satisfy such service standards. An Outsourcing ISV (as defined below) shall ensure that its Contractor ISV(s) (as defined below) provides high quality and reasonable Services to the User. Alibaba shall have the right to require the ISV to procure its Contractor ISV(s) (as defined below) to improve on its standard of Service if it is of the opinion that such Contractor ISV(s) (as defined below) does not satisfy such service standards.

8.4 In the event that the ISV needs to suspend its services due to reasons such as system upgrades, computer room adjustments, or line switching, it shall provide written notification to the Users at least 3 working days in advance. In such circumstances, suspension of services shall, to the greatest extent, occur at times that have the minimum impact on Users and the duration of such suspension shall be within a reasonable timeframe.

8.5 The ISV shall make its services stable and reliable, and shall give adequate compensation to Users in case of suspension of services due to instability. The suspension of services may not exceed 3 working days (inclusive) cumulatively. The successive instability of services may not exceed 1 working day (inclusive).

8.6 The Services sold or provided by the ISV must be free of any viruses, hazards or flaws that may endanger personal or property safety.

8.7 The ISV shall provide continuously effective services to Users who have purchased its Services and may not suspend such services at will. In the event that the ISV suspends the services at will or infringes on User interests, it shall address such suspension or infringement and provide reasonable solutions in a timely fashion. In the event that such solutions fail to satisfy the Users, the ISV shall give reasonable compensation and indemnification to the Users. The ISV agrees to Alibaba’s right to act on behalf of such Users if deemed necessary by Alibaba.

8.8 In the case that certain Services have been purchased by the User, if ISV exits the Marketplace for any reason or discontinues its provision of Services or services to Users, it shall carry out an exit settlement and deal with any and all remaining issues and complaints as directed by Alibaba. ISV agrees to provide reasonable compensation and indemnification for Users who have already purchased its products or services and are still within the service term on the principle of safeguarding User’s interest and acknowledges and agrees to Alibaba’s right to act on the behalf of such Users.

Article 9 Honest Operation and Outsourcing

9.1 The ISV shall always act based on the principle of good faith on the Marketplace.

9.2 There shall be no plagiarism or infringement on copyrights or other intellectual property rights by an ISV, or other conduct of unfair competition initiated by ISV(s) between ISVs.

9.3 The ISV shall be honest in all operations and may not induce, mislead or cheat Users into unreasonable purchases of Services. The fees collected from Users shall be in compliance with all laws, regulations, rules, policies, industry practice or standards and market practice, and subject to Alibaba’s prior written approval. The ISV shall pay all taxes for Services it has sold, in accordance with the law, and issue invoices as required by Users. The invoice amount shall be equal to Users’ payment and falsification of invoices is strictly forbidden.

9.4 ISVs may not collude directly or indirectly to manipulate pricing or Services supply or engage in any other anti-competitive behavior.

9.5 ISV shall not request, collect, solicit or otherwise obtain access to Users’ accounts, passwords or other authentication credentials on Alibaba.com. In the course of providing the Services, in no event shall the ISV directly access Users’ accounts by logging in to their accounts using the User’s authentication credentials. If applicable, Alibaba shall provide the technical means for the Service Providers to operate the Users’ accounts, solely for the purposes of providing the Services to the Users, and the ISV agrees that it shall not use the Users’ accounts for any other purpose. 

9.6 ISV may not obtain any information by improper or unlawful means. In addition, the ISV shall take security measures to keep strictly confidential the User information obtained via the Marketplace (including but not limited to contact information and transaction information, etc.) and Alibaba.com data (including but not limited to any website data obtained via the technical interface of the Marketplace and other channels), and may not use, disclose or allow others to use such information in an unauthorized manner. ISV shall at all times comply with all applicable personal data privacy legislation and rules. ISV shall indemnify and hold harmless Alibaba and/or its affiliates from all claims and losses, damages, costs, expenses (including but not limited to legal expenses) as may be incurred by Alibaba and/or its affiliates which may arise from the ISV’s breach of any personal data privacy legislation and rules and any other breaches of these Rules. This indemnification obligation shall survive and remain valid notwithstanding any suspension or termination of account of ISV by/with the Marketplace.

9.7  In the course of providing the Services, the ISV (the “Outsourcing ISV”) has the right to engage other ISVs (the “Contractor ISV”) admitted as ISVs on the Marketplace to provide part of or all the Services to the User, provided that (a) the Outsourcing ISV shall continue to be responsible to the User in respect of the Services provided by the Contractor ISV(s), and shall ensure that the Contractor ISV(s) complies with these Rules, the Platform Terms and Conditions and such other terms and conditions agreed between the Outsourcing ISV and the User in respect of the Services. The Outsourcing ISV shall indemnify and hold harmless Alibaba and/or its affiliates from all claims and losses, damages, costs, and expenses (including but not limited to legal expenses) as may be incurred by Alibaba and/or its affiliates which may arise from the Outsourcing ISV’s and/or the Contractor ISV’s breach of this clause. This indemnification obligation shall survive and remain valid notwithstanding any suspension or termination of account by ISV by / with the Marketplace.

 

Article 10 Non-compliance and Disciplinary Action

10.1 The ISV agrees that Alibaba.com has the right to determine in its sole discretion whether the ISV’s acts constitute non-compliance of these Rules or the Platform Terms and Conditions. Alibaba.com has the right to require the ISV to provide evidence proving their compliance with these Rules or the Platform Terms and Conditions within a specified period of time. If the ISV fails to do so or provides evidence that is, in the view of Alibaba.com, inadequate to support its defense that it is compliant with these Rules or the Platform Terms and Conditions, Alibaba.com has the right to make any decision it deems appropriate against such ISV. Alibaba.com has the right to require the ISV to remedy any non-compliance with these Rules or the Platform Terms and Conditions in addition to the right to suspend ISV’s access to any services on the Marketplace, deduct ISV’s Security Deposit (as defined in the Services Agreement between ISV and Alibaba.com Singapore E-Commerce Private Limited), or take such other action which Alibaba.com may deem appropriate in the circumstances.

10.2 Upon the occurrence of any of the following circumstances on the part of the ISV, Alibaba.com has the right to suspend and/or terminate any of the ISV’s activities on the Marketplace (including deactivating its access to the Marketplace), delete any information published by the ISV on the Marketplace, deduct ISV’s Security Deposit and/or close the ISV’s Alibaba.com account:

10.2.1 The content or form of any information published by the ISV is in violation of or likely to be in violation of laws, regulations, rules or policies;

10.2.2 The ISV is in breach of Article 9.5 hereof;

10.2.3 Information published or Services sold are embedded with a computer virus or is of a malicious or phishing nature;

 

10.2.4 The ISV commits acts in violation or likely to be in violation of laws, regulations, rules and policies; or

10.2.5 If the ISV has breached any of the Rules or Platform Terms and Conditions.

 

10.3 If the ISV’s Alibaba.com account is closed as a result of breaching the Alibaba.com agreements and rules, its access to the Marketplace will be simultaneously terminated.

10.4 In the event that the ISV’s account is terminated for any reason, the ISV shall comply with the directions of Alibaba as provided to the ISV in relation to the process for exiting the Marketplace (including but not limited to carrying out exit settlement for the Users and dealing with any remaining issues and/or complaints).

Article 11 Status of Alibaba.com

11.1  The Marketplace is an electronic web-based platform for exchanging information between the User and the ISV of the Services. Each User and ISV acknowledges and agrees that (a) Alibaba does not represent either the User or the ISV in the specific transactions between the User and the ISV(s), and (b) Alibaba shall not be responsible for the information published by the ISVs, the quality, safety, lawfulness or availability of the Services, or the ability of the ISV of the User to complete a transaction.  The utilization of the Marketplace by the User or ISV does not mean that Alibaba.com becomes a participant to the transactions between the User and the ISV on the Marketplace, and each User and ISV acknowledges that it is fully assuming the risks of liability or harm conducting any purchase or transaction in connection with the Services offered on the Marketplace by the ISV. In respect of the aforesaid transactions, Alibaba.com makes no express or implied warranties as to the legitimacy, validity of the acts of the ISV and the User, or to the truthfulness, legitimacy and effectiveness or fit for purpose of the Services, nor does it assume any liability for the losses incurred by any User or the ISV. Each User and ISV acknowledges and agrees that Alibaba and/or its affiliates shall not be liable or responsible for any damage, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any transactions on the Marketplace.

11.2 For the avoidance of doubt, any fees and charges incurred by the User arising from the provision of Services by the ISV shall be settled between the User and ISV and Alibaba shall not be liable in any respect for any such fees and charges.

Article 12 Charging of Fees

12.1 Alibaba.com reserves the right to charge the ISV and/or the User any fees in respect of their utilization of the Marketplace. Alibaba.com will amend these Rules and make an announcement on Alibaba.com when it has a fee-charging plan.

Article 13 Disclaimer and Limited Liability

13.1 Alibaba.com shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the services or systems due to the following reasons: (1) system shut-down for maintenance; (2) inability to transmit data due to failures in communications terminals or telecommunications equipment; (3) systems failure and inability to perform its functions) due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, war, political unrest, labour strikes, or terrorist attack; (4) suspension or delay of services or systems failure due to reasons beyond the reasonable control of Alibaba.com such as hacker or cyber attacks, technical adjustments or failure of the telecommunications department, website upgrades or third-party problems.

13.2 The ISV shall be solely liable for any risks or consequences arising from the provision, development, operation and maintenance of its Services, and Alibaba.com has no liability and shall not be responsible for the ISV’s Services or other acts.

Article 14 Miscellaneous

14.1 Any disputes in relation to the Marketplace, these Rules, or the other Platform Terms and Conditions (and which if submitted for transaction dispute resolution pursuant to Articles 6.2 and 6.3 of the Instructions for Users of the Marketplace, and were not resolved), may be submitted to the exclusive jurisdiction of the court of the Hong Kong Special Administrative Region of the People’s Republic of China for resolution through litigation.

14.2 These Rules shall become effective when published on Alibaba.com. In the event of any discrepancy between these Rules and the other Platform Terms and Conditions, the provisions of these Rules shall prevail. In the event of any discrepancy of these Rules between its English version and versions of any other language(s), the English version shall always prevail.

14.3 For the purpose of these Rules, “day” means a calendar day unless specified as a working day.

 

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