(Version Date: September 2017)
These Alibaba Cloud Marketplace Vendor Terms (as published from time to time on the Alibaba Cloud Platform) (the “Vendor Terms”) set forth the terms and conditions governing your access and use of your vendor account (“Account”) with the Alibaba Cloud International Marketplace Platform currently located at URL: www.alibabacloud.com/marketplace (the “International Marketplace”). The Vendor Terms form a legally binding agreement between you as a registered vendor of the International Marketplace (referred to as “Vendor”, “you”, or “your” hereafter) and the relevant Alibaba Cloud entities, depending on your location (“Alibaba Cloud”, “we”, “us”, or “our” hereafter). The Alibaba Cloud contracting entity that you are contracting with is Alibaba Cloud (Singapore) Private Limited if you are a resident in or have indicated that, at the time of your Account registration, your billing address is an address in any jurisdiction outside of Europe or the United States of America. If you are a resident in or have indicated that, at the time of your Account registration, your billing address is an address within Europe, you are contracting with Alibaba.com (Europe) Limited. If you are a resident in or have indicated that, at the time of your Account registration, your billing address is an address in the United States of America, you are contracting with Alibaba Cloud US LLC. Notwithstanding the above, if you have signed or are going to sign a reseller agreement with Alibaba Cloud in relation to the International Marketplace, the Alibaba Cloud contracting entity that you are contracting with shall always be Alibaba Cloud (Singapore) Private Limited.
To become a vendor on the International Marketplace, you must meet all the eligibility requirements stipulated by Alibaba Cloud, which will be notified to you at the time you apply to become a vendor on the International Marketplace. In particular, you are required to: (i) be a registered member of the Alibaba Cloud Platform, (ii) be a business entity duly and validly registered in your jurisdiction, (iii) meet all product listing requirements of the International Marketplace as may be imposed by Alibaba Cloud from time to time, and (iv) meet all other requirements as may be notified to you by Alibaba Cloud at the time of your vendor application. Alibaba Cloud reserves the right to deny your application in the event that Alibaba Cloud, in our sole discretion, determines that you do not meet any of the eligibility requirements.
At the time of your application to be a vendor on the International Marketplace, you will be required to provide supporting documents to verify your identity. Such information includes, but is not limited to, your personal identification document (i.e. passport or national identity card), your business registration certificate and/or certificate of incorporation, product licenses, proof of ownership and/or relevant licences to intellectual property rights, or any other supporting documents that we may deem necessary to support your vendor application (the “Supporting Documents”), including but not limited to end-user license agreements, end-user support information, etc. You are required to provide such Supporting Documents and we will store and use your Supporting Documents in order to process and verify your vendor application. Failure to provide the same will mean that we cannot approve your vendor application. If you decide to provide your Supporting Documents to us, you consent to our collection, retention, use, disclosure and processing of your Supporting Documents for the following purposes: to (i) process your vendor application, (ii) verify your identity and your business registration (iii) provide customer service and respond to queries, feedback, claims or disputes on the International Marketplace, (ii) provide you with the right to access and use the International Marketplace, (iii) assist you in publishing any information submitted by you for publication on the International Marketplace, and (iv) making such disclosures as may be required for any of the above purposes or as required by applicable law or in respect of any claims or potential claims brought against us.
You may register a user name and password for you to upload or publish Content on the International Marketplace through your Account. In using your Account, you acknowledge and agree to the following:
(a) You shall be solely responsible for (i) maintaining the confidentiality of your user name and password and (ii) for all activities that occur under your user name and password; and
(b) You acknowledge that sharing of your Account with other persons, or allowing multiple users other than yourself or your business entity to use your Account may cause irreparable harm to Alibaba Cloud and you shall indemnify Alibaba Cloud against any loss or damages (including but not limited to loss of profits) suffered by Alibaba Cloud as a result of such sharing of your Account. You hereby undertake to notify Alibaba Cloud immediately of any unauthorized use of your Account, user ID or password or any other breach of security. You further agree that Alibaba Cloud shall not be liable to you, your end-users or any third party, for any loss or damages arising from unauthorized use of your user name or password, or any other failure by you, your employees, agents, affiliates or representatives, to comply with this Clause 5.
You may be required to provide materials you upload, list, publish and/or make available for purchase and/or subscription by users on the International Marketplace (“Content”) to us for review before you can publish your Content on the International Marketplace. We reserve the right to deny your request to publish any Content which is unlawful, harmful, vulnerable, incompatible, or inappropriate in our sole discretion. Before submitting your Content to us, you are responsible for testing and confirming its compliance with these Vendor Terms and its compatibility with the International Marketplace’s operations and the Terms. We have the right, but not the obligation, to review and test your Content at any time, and you agree to cooperate with us in this process. We may accept or reject your submitted Content for any reason.
You shall be responsible for your Content, including but not limited to product description, pricing, licensing rights, terms and conditions, compatibility with Alibaba Cloud’s products and services, end-user license agreements applicable to your Content, etc. You represent and warrant that you have all the rights in your Content necessary to publish, sell, license, or in any manner deal or use any and all Content you publish on the International Marketplace. You undertake to ensure that all Content that you publish on the International Marketplace is lawful, accurate, complete, not misleading, and does not infringe any third party’s intellectual property rights.
Furthermore, you are responsible for the maintenance of your Content and shall ensure that all software, modules, program files, or any other information, file or data contained in your Content on our International Marketplace is kept up-do-date, with timely bug fixes and patches.
You are responsible for providing customer support in connection with your Content. You are responsible for your end-users’ use of your Content and undertake to ensure that your end-users comply with the Membership Agreement as well as any applicable law. Unless otherwise stated, we are not involved in or responsible for your underlying transactions between you and any end-user and we are not responsible for any dispute between you and any end user. We may however may elect to assist in the resolution of any dispute between you and any of your end-user either voluntarily or upon your request for us to do so.
(a) Alibaba Cloud has the right to directly remove any Content submitted by you which, in the sole and absolute discretion of Alibaba Cloud, violates any applicable law, infringes or misappropriates the rights of any third party, is deemed or alleged to be fraudulent in nature, may disrupt, threaten or damage the operation and functioning of the Alibaba Cloud Platform (including any and all of our regional or operational webpages) and/or the International Marketplace. Alibaba Cloud may at our sole discretion notify you of our awareness of such circumstances and may at our sole discretion take any relevant enforcement actions against you as deemed appropriate.
(b) If you wish to voluntarily remove your Content, you are required to submit your request via the online channel at www.alibabacloud.com/marketplace/contactMarketplace.htm, and we will remove the Content within 30 days of receiving your request. Upon removal of your Content, (i) we will notify the end-users who had subscribed or purchased the Content before such removal (the “Existing Subscribers”) that they are allowed to continue using the Content, and will continue to receive the same level of service and support, for a period of 90 days or until the end of their respective subscription periods (whichever the shorter), and (ii) your Content will no longer be available on the International Marketplace for purchase or deployment. Where applicable, we will continue to process payments and refunds for your Content until the subscriptions of all Existing Subscribers have ended.
You shall keep your Content updated regularly and shall use best efforts to ensure that your Content is free of vulnerabilities. You shall notify Alibaba Cloud in the event of any changes or updates to the Supporting Documents provided to us. In the event that you cease to become a Vendor on the International Marketplace, you shall be responsible for notifying your end-users accordingly. You shall comply any and all applicable laws and regulations when using the International Marketplace. In the event that you have terminated your Account with us and ceased to offer the Content and its associated products and services on either the International Marketplace or the Alibaba Cloud Platform, unless otherwise agreed as between you and your end-user(s), you shall continue to make your services available to end-users who have valid purchases or subscriptions to your Content and ensure that they are able to connect to your services, including any and all product support services that you have agreed to provide your end-user with under contract, to your end-users until the expiry of your service agreements with your end users.
Alibaba Cloud may suspend or terminate all or part of the International Marketplace at any time in its sole discretion. Alibaba Cloud has the right to change, upgrade, modify, limit or suspend the International Marketplace or any of its related functionalities or applications at any time temporarily or permanently. You acknowledge that the International Marketplace is provided on an “as is”, “as available” and “with all faults” basis. Subject to any specific terms of the International Marketplace, you hereby agree that to the maximum extent permitted by applicable law, in no event shall Alibaba Cloud be liable to you or any third parties for any inability to use the International Marketplace (whether due to disruption, changes to or termination of the International Marketplace or otherwise), any delays, inaccuracies, errors or omissions with respect to any communications or transmission or delivery of all or any part thereof, or any damage (direct, indirect, consequential or otherwise) arising from the use of or inability to use the International Marketplace.
Alibaba Cloud shall have the right to assign and/or novate any part of or all of these Vendor Terms to any person or entity (including any affiliates of Alibaba Cloud). Alibaba Cloud may by written notice to you (which may be posted on the Alibaba Cloud Platform) require such novation of the Vendor Terms or any part thereof, and you hereby irrevocably agree and consent to any such novation, whereupon Alibaba Cloud shall be released and discharged from all of its obligations under these Vendor Terms, as well as all claims, actions and demands arising under these Vendor Terms up to the time of such novation. You may not assign, in whole or part, any of the Vendor Terms to any person or entity.
You retain any rights you may have in any Content but hereby irrevocably grant Alibaba Cloud and its affiliates a worldwide, perpetual, irrevocable, exclusive, assignable, royalty free, fully paid-up and transferable licence to do all acts comprised in the Intellectual Property Rights in respect of such Content, including without limitation the rights to use, exercise, reproduce, display, modify, communicate, adapt, perform, distribute or develop the same in all forms of media whether now known or in the future invented, for the purposes of providing you and your end-users the use of the International Marketplace and your Content, to list your Content on the International Marketplace, all administrative arrangements relating thereto, and to improve the International Marketplace. You also grant each end-user of the International Marketplace who has purchased and/or subscribed to your Content a non-exclusive licence to access and to use your Content through the International Marketplace, and to exercise, reproduce, display, communicate, perform, or distribute your Content as permitted through the functionality of the International Marketplace, your end-user licence agreements and under these Vendor Terms.
“Intellectual Property Rights” shall mean: (a) all rights, title and interest in and to all intellectual property rights, including any and all copyrights, patents, trademarks, service marks, logos, get-up, trade names, internet domain names, rights in designs, rights in computer software, database rights, semi-conductor topography rights, utility models and rights in know-how, in each case whether registrable or not, and including any applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world, and across all platforms and mediums whether now known or in the future invented; (b) all rights under licences, consents, orders, statutes or otherwise in relation to any of the rights referenced in sub-paragraph (a) above; (c) all rights of the same or similar effect or nature as or to those in sub-paragraphs (a) and (b) which now or in the future may subsist; (d) all rights to income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto; and (e) all rights at law or in equity to sue for past or future infringements of any of the foregoing rights.
Without prejudice and in addition to its rights and remedies at law or equity, Alibaba Cloud may suspend or terminate your Account, or limit or restrict your rights to your Account, immediately upon notice to you if, in the sole opinion of Alibaba Cloud, you or your end users have engaged in any of the following:(a) breached these Vendor Terms or the Terms;
(b) used the International Marketplace in a way that poses a security or system stability risk to the Alibaba Cloud Platform or any third party;
(c) used the International Marketplace in a way that subjects, or will subject, Alibaba Cloud or its affiliates to liability;
(d) engaged in any fraudulent, deceptive or unlawful act; or
(e) became the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceedings.
In the event of the termination of these Vendor Terms for any reason whatsoever:
(i) you shall delete any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. in your possession which has been made available to you via the International Marketplace;
(ii) you will lose access to any Content you have provided to Alibaba Cloud, and Alibaba Cloud will delete such Content at Alibaba Cloud’s sole discretion unless retention is required under applicable law;
(iii) the licence granted by you to Alibaba Cloud to use your Content described in Clause 12 shall continue notwithstanding such suspension or termination; and
(iv) any clause which by reasonable implication is intended to survive termination of these Vendor Terms shall survive the expiry or termination of these Vendor Terms.
You warrant, represent and undertake that:
(a) You, your end-users or your licensors own any and all right, title, and interests in and to the Content;
(b) You have all rights in the Content necessary for granting Alibaba Cloud the rights under these Vendor Terms;
(c) None of your Content will violate the Vendor Terms or any applicable laws or rights of other third parties (including any Intellectual Property Rights);
(d) You have the right to enter into contracts for the Vendor Terms; and
(e) You have the right to operate your Account with the Alibaba Cloud Platform.
You will defend, indemnify, and hold harmless Alibaba Cloud, its affiliates, licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any third party claim concerning your and/or your end-users:
(a) use of the International Marketplace;
(b) breach of the Vendor Terms;
(c) breach of any applicable laws;
(d) alleged infringement (including infringement of any Intellectual Property Rights) or misappropriation of third party rights in respect of any Content or by the use, development, design, production advertising or marketing of the Content; and/or
(e) disputes against each other.
Alibaba Cloud will promptly notify you of any claim subject to the above, but Alibaba Cloud’s failure to notify you will only affect your obligations above to the extent that our failure prejudices your ability to defend the claim. Alibaba Cloud reserves the right to assume control of the defense and settlement of the claim at any time.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE INTERNATIONAL MARKETPLACE AND ASSOCIATED SERVICES AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALIBABA CLOUD HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR AS TO THE INTERNATIONAL MARKETPLACE BEING UNINTERRUPTED, ERROR FREE, FREE OF HARMFUL COMPONENTS, SECURE, OR NOT OTHERWISE CAUSING DAMAGE OR LOSS OF FUNCTIONALITY OR DATA.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALIBABA CLOUD MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE INTERNATIONAL MARKETPLACE.
The International Marketplace may make available to you services or products provided by independent third parties on a pass-through basis. No warranty or representation is made with regard to such services or products. In no event shall Alibaba Cloud and its affiliates be held liable for any such services or products.
Alibaba Cloud 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 or otherwise or any other damages resulting from any of the following:
(a) the use or the inability to use the International Marketplace;
(b) unauthorized access by third parties to data or private information of you;
(c) statements or conduct of any user of the Alibaba Cloud Platform; or
(d) any other matter relating to the International Marketplace however arising, including negligence.
Save only for any warranties, representations, conditions and undertakings by Alibaba Cloud expressly set forth in these Vendor Terms, Alibaba Cloud hereby excludes all other warranties, representations, conditions and undertakings, express or implied, to the maximum extent permitted under applicable law.
Notwithstanding anything in these Vendor Terms except the foregoing paragraph and this paragraph, the aggregate liability of Alibaba Cloud, its employees, agents, affiliates, representatives or anyone acting on its behalf with respect to you for any and all claims arising from or in connection with International Marketplace or the use or inability to use the same shall, if not otherwise excluded or limited, be limited to, in aggregate, USD100. The preceding sentence shall not preclude the requirement by you to prove actual damages. All claims against Alibaba Cloud in respect of any of the matters referenced in the foregoing paragraph and this paragraph must be filed within one (1) year from the date the cause of action arose.
These Vendor Terms constitute the entire agreement between you and Alibaba Cloud with respect to and governs the use of the International Marketplace, superseding any prior written or oral agreements in relation to the same subject matter herein.
You and Alibaba Cloud are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Vendor Terms.
If any term herein is adjudicated by a court or tribunal of competent jurisdiction to be void or unenforceable, the validity or enforceability of the remainder of the terms herein shall remain in full force and effect.
Alibaba Cloud’s failure to enforce any right or failure to act with respect to any breach by you under these Vendor Terms will not waive that right nor waive Alibaba Cloud’s right to act with respect with subsequent or similar breaches.
Unless a right or remedy of you or Alibaba Cloud is expressed to be an exclusive right or remedy, the exercise of it by either party is without prejudice to either party’s other rights and remedies at law and/or in equity.
You shall do and execute or procure to be done and executed all such further acts, deeds, things and documents as may be necessary to give effect to the terms of these Vendor Terms.
Save for Alibaba Cloud and its affiliates, a person who is not a party to these Vendor Terms has no right under the Contracts (Rights of Third Parties) Act (Cap. 53 B) (Rev Ed 2002) to enforce any term of these Vendor Terms.
Unless otherwise provided in the terms and conditions of the relevant International Marketplace, under no circumstances shall Alibaba Cloud be held liable for any delay or failure or disruption of the content or services delivered through the International Marketplace resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer failures, computer viruses, cyber-attacks, 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.
These Vendor Terms shall be governed by the laws of Singapore without regard to its conflict of law provisions. The parties to the Vendor Terms hereby submit to the exclusive jurisdiction of the courts of Singapore.
We may update or change these Vendor Terms from time to time by posting updated Vendor Terms on the Alibaba Cloud website without notice to you, or sending you an updated version of these Terms. You shall be responsible for checking these Vendor Terms from time to time. Your continued use of the International Marketplace after the publication of the amended and restated Vendor Terms shall be deemed as your acceptance of such amended Vendor Terms.