AliExpress Affiliate Program Service Agreement

This AliExpress Affiliate Program Service Agreement (the “Agreement”) contains the terms and conditions that govern your participation in the AliExpress Affiliate Program (the “Program”). “AliExpress” or “our” means Alibaba.com Singapore E-Commerce Private Limited, a company incorporated under the laws of Singapore and having its registered address at 10 Collyer Quay #10-01, Ocean Financial Centre 049315. “You”, “your” or “Participant” means the applicant for the Program. Each of AliExpress and Participant is referred to as a “Party” and collectively as “Parties”.

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

1.DEFINITIONS

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

1.2 “AliExpress Portal” means the website with the URL: http://portals.aliexpress.com where Participant must enroll and use for performing the advertising services under this Agreement.

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

1.4 “AliExpress Site” means the website with the URL: http://www.aliexpress.com.

1.5 “Buyer” means a registered user of AliExpress Site who will make or has made a purchase of AliExpress Product/Service of the AliExpress 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 AliExpress 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 AliExpress 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 AliExpress Content pursuant to the Program.

1.11 “Publisher” means 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 AliExpress Product/Services can be advertised through the placing of AliExpress Content on the website.

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

1.13 “Server to Server Post-back” means the AliExpress’s recording of the data of the Buyer’s action on its own server and the subsequent reporting of the data to Network by utilizing a URL provided by Network, which contains a code to track the number of Buyer who arrives at AliExpress Site and the corresponding action of the Buyer. Whenever a qualified action of the Buyer happens on the AliExpress Site, AliExpress will generate a server request to Network and Network 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 AliExpress Portal;
(d) AliExpress Affiliate Program Advertising Rules and Policies; and
(e) Any and all rules, policies, and terms and conditions as published and amended by AliExpress on the AliExpress Portal from time to time.

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

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

2.4 AliExpress 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 AliExpress Portal or AliExpress Site. Participant’s logging-in to the AliExpress Portal and/or continuance of the participation in the Program after the publication of the Amended and Restated Relevant Rules shall be deemed as consent on the part of Participant to accept and be bound by the Amended and Restated Relevant Rules.

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

3.DESCRIPTION AND GENERAL TERMS OF THE PROGRAM

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

3.2 Subject to AliExpress’s prior approval, Participant may:

(a) propose other content displaying on the AliExpress Site to be advertised by Participant on the Participant Site/Media; or
(b) create its own promotional content based on the AliExpress 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 AliExpress Portal;
(b) having completed the account registration procedures on the AliExpress Portal;
(c) having agreed to be abound by:
    (i) Terms of Use of AliExpress Portal;
    (ii) AliExpress Affiliate Program Advertising Rules and Policies; and
   (iii) Any and all rules, policies, and terms and conditions as published and amended by AliExpress on the AliExpress Portal from time to time.

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

5.REPORTING AND TRACKING

5.1 AliExpress will make available (whether online or offline) 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 AliExpress Content on the Participant Sites/Media will be recorded and tracked by the tracking system and technology used by AliExpress. The records tracked and stored by AliExpress’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 AliExpress’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 AliExpress 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;

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

6.3 Participant shall work with AliExpress 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 AliExpress Portal and for loss, theft or unauthorized disclosure of its password. Participant shall provide prompt notification to AliExpress of any known or suspected unauthorized use of its account or breach of the security of its account on the AliExpress Portal.

7.FEES AND PAYMENT TERMS

7.1 AliExpress shall pay Participant the advertising fees or commissions on a monthly basis for Qualifying Purchases in a given month (“Fees”). The data and records of AliExpress’s tracking system shall be final and conclusive for the purposes of calculating and determining the Fees.

7.2 Details and terms governing the commissions payable shall refer to the commission terms published on the AliExpress Portal and/or the Insertion Order executed by both Parties. AliExpress reserves the right to update the commission terms published on the AliExpress Portal from time to time by publishing an amended and restated version of the new commission terms and the new terms shall take effective immediately upon posting on the AliExpress Portal. Your continued participation in the Program after the publication of the amended and restated terms shall be deemed as your acceptance of the amended and restated terms.

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

(a) Insertion Order;
(b) AliExpress Portal view here; and
(c) This Agreement.

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

7.5 Participant shall instruct AliExpress by the method(s) published on the AliExpress Portal from time to time, including but not limited to emails, in order to cause the Fees accrued in the preceding calendar months to be transferred to Participant’s designated bank account, provided that the amount of such Fees shall exceed US$15.

7.6 AliExpress will pay Participant to Participant’s designated bank account approximately thirty (30) days following Participant’s instruction via the AliExpress Portal at the end of each month. Other payment terms may be further agreed by and between the Parties in the Insertion Order.

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

7.8 AliExpress shall have the right to chargeback any Fraud or invalid Qualifying Purchases (the “Disqualified Purchases”) in accordance with Section Clause 7.7 AliExpress 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 AliExpress.

7.9 AliExpress 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 AliExpress Portal.

7.10 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 AliExpress) in connection with the payment of the Fees by AliExpress to Participant. The amount of such technical service fees as published on the AliExpress Portal from time to time shall apply.

8.INTELLECTUAL PROPERTY

8.1 Except as expressly agreed to in writing by the Parties, AliExpress 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 AliExpress 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 AliExpress, its affiliates or the AliExpress Site, including Alibaba.com, AliExpress.com and Taobao.com.

8.4 Participant shall not copy or modify any icons, buttons, banners, graphics files, or AliExpress Content that AliExpress has made available unless otherwise agreed by AliExpress 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 AliExpress during its registration process on the AliExpress Portal is true, complete and accurate.
(b) Participant has obtained all necessary approvals, authorizations, permits and licenses to operate, and to publish any and all content on, the Participate Site/Media.
(c) Any promotional content that Participant has created based on the AliExpress Content provided by AliExpress does not and will not infringe any third party’s Intellectual Property Rights.

11.INDEMNITY

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

12.LIMITATION OF LIABILITIES

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

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

13.TERM AND TERMINATION

13.1 This Agreement shall be effective from the time you have clicked “Accept and Continue” button on the AliExpress Portal (or any other agreement acceptance process adopted by AliExpress) and shall remain unless it is terminated in accordance with the terms of this Agreement (the “Term”).

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

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

(a) the other Party commits a material breach of this Agreement and fails to remedy the breach (if remediable) within fourteen (14) days of receiving written notice to that effect specifying the breach and requiring it to be remedied;
(b) the other Party ceases to conduct its business operations;
(c) the other Party is unable to pay its debts due and payable; or
(d) the other Party enters into a composition with its creditors or goes into liquidation, or is dissolved, or adjudged insolvent or is otherwise rendered incapable of performing its obligations under this Agreement.

14.GENERAL

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

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

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

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