Tmall Global User Services Agreement 2
You fully understand and irrevocably grant the following rights to the Company and its affiliated companies:
You fully understand and irrevocably authorize the Company, a third party authorized by the Company, or a third party agreed between you and the Company, in accordance with this Agreement and Relevant Rules, to handle all actual and potential trade disputes that occur on the Tmall Global website. You agree to accept the judgment and the determination of the Company, third party authorized by the Company, or third party agreed between you and the Company. The determination will be legally binding on you.
Once you have made an undertaking in any form to the Company and (or) its affiliated companies, including but not limited to the legal entities of Taobao, Alipay, Alibaba, Ali Finance, AliCloud etc., and the associated company has confirmed your violation of such undertaking, the Company has the right to restrict your account in accordance with your undertaking or measures agreed in this Agreement, including the suspension and termination of Services provided to you, and to publicize the violation confirmed by the affiliated company. You understand and agree that the Company is not required to verify such confirmation with you, or to obtain your consent, and the Company will not bear any responsibility for the restriction measures or publications taken against you.
Once you violate this Agreement or any Relevant Rules, or other agreements made with the Company or its affiliated companies, the Company has the right to notify its affiliated companies in any manner, and request them to impose restrictions on you, including but are not limited to, request you to make payment to a party specified by the Company via your Alipay account, to suspend or terminate services provided to you (in part or in full), or to publicize your violation on any website that it operates or effectively controls etc.
You hereby grant the Company and its affiliated companies an exclusive, worldwide, perpetual, sub-licensable and free right to use any information or data you have provided. In addition, the Company and its affiliated companies have the right (fully or partially) to use, copy, revise, edit, publish, translate, disseminate, execute and display all of your information and data (including but not limited to, registration information, transaction data, and various types of information displayed on the Tmall Global website), or create derivative works, and use any form, media or technology currently known or developed in the future to incorporate such data or information in other works.
For your convenience in using the Services and the services provided by Ali Websites or other organizations (hereinafter referred to as “Other Services”), you agree and authorize the Company to transfer the information you provide and create, during the process of account registration / activation and use of Services, to Ali Websites and other organizations that provide services to you or to obtain information you provide or create during account registration / activation and use of other services provided to you by Ali Websites or other organizations . In this respect, you agree not to hold Alibaba Group’s companies or its affiliated companies and various Ali Websites liable.
Scope of Responsibility and Limitation of Liability
The Company will provide the Services to you on an “as is” and “as available” basis. However, the Company does not make any express or implied warranties in relation to the Services, including but not limited to, the suitability of the Services, the Services contain no errors or omissions, and durability, accuracy, reliability, and fitness for a particular purpose of the Services. The Company does not make any undertakings or guarantees regarding the validity, accuracy, correctness, reliability, quality, stability, completeness and timeliness of the technology and information related to the Services.
You understand that information on the Tmall Global website is posted by users individually, and that such information may contain risks and flaws. Tmall Global is merely a platform where you can obtain goods or services information, find trade partners, carry out negotiations regarding goods and/or services transactions, and carry out transactions, and cannot control the quality, safety or legality of the goods and services involved in such transactions, the truthfulness and accuracy of the merchant’s information, or the capabilities of various transaction parties in fulfilling various obligations stipulated in transaction agreements. You should carefully consider the authenticity, legality and validity of relevant goods, services, information and/or transactions, and must bear sole responsibility for the resulting liabilities and losses.
Unless expressly required by laws and regulations, otherwise the Company has no obligation to conduct an initial review of all user data, goods (services) information, trading behavior and other matters related to a user’s transactions. However, the Company has the right to review any user data, goods (services) information, trading behavior and other matters related to a user’s transactions in the following circumstances:
Where the Company has reasonable grounds to believe that a specific member or a specific transaction may be involved in a major violation of the law or breach of contract.
Where the Company has reasonable grounds to believe that a user’s behavior on the Tmall Global website is illegal or inappropriate.
The Company, a third party authorized by the Company, or a third party agreed between you and the Company has the right to, based on your irrevocable authorization, handle trade disputes that arise between you and other members, and independently make a determination based on the facts relevant to the dispute and in accordance with the applicable rules . This includes, but is not limited to, adjusting the transaction status of the related order, and requesting Alipay to remit the full or partial amount of the disputed payment to either or both parties of such transaction. The determination will be binding on you. If you do not implement the determination within the deadline, the Company has the right (but no obligation) to directly use the funds in your Alipay account to execute the determination.
You understand and agree that the Company, third party authorized by the Company, or a third party agreed between you and the Company are non-judicial bodies and can only identify any evidence by a reasonable man’s standard. The handling of a dispute by the Company, third party authorized by the Company, or a third party agreed between you and the Company, is completely based on your irrevocable authorization, and it will not guarantee that the determination will fulfill your expectations, and will not bear any responsibility in relation to such determinations. If you suffer any loss as a result, you agree to individually claim damages from the beneficiary.
You understand and agree that the Company is not responsible for any compensation for damages incurred by you due to any of the following circumstances, including but not limited to, damages for the loss of profits, goodwill, use, data, etc. or other intangible losses (regardless of whether the Company was notified of the possibility of such damages):
Your use or inability to use the Services;
A third party uses your account or changes your data without authorization;
You incur costs and losses through using the Services to purchase or obtain any goods, samples, data, information or trade etc. or any other behavior.;
You misunderstand the Services;
Any other losses relating to the Services that arise due to reasons not relating to the Company.
Regardless of any situation, the Company will not be liable for the inability to provide Services or the delay in providing Services caused by normal system maintenance of the Tmall Globalwebsite network, network connection failure, computer, communications or other system failure, power failure, strikes, labor disputes, riots, protests, disturbances, lack of productivity or production materials, fire, floods, storms, explosions, wars, government behavior, judicial or executive orders, or any third party action.
Termination of Agreement
You agree that the Company has the right and full discretion and for any reason without prior notice to suspend or terminate part of or all of the Services provided to you, to temporarily freeze or permanently freeze (cancel) your account’s rights and access on the Tmall Global website, and will not be liable to you or any third party.
The Company has the right to terminate this Agreement and permanently freeze (cancel) your account’s rights and access on the Tmall Global website in the following circumstances:
After the Company terminates the provision of Services to you, you are suspected of registering and using the Services directly, indirectly or in the name of another person again;
The email address you have provided does not exist or is unable to receive emails, and there are no other ways to contact you, or the Company notifies you through other means to change your email information but you have not changed your email to a valid email address within three (3) working days of the Company’s notification;
Core user information you have provided is untrue, inaccurate, outdated or incomplete;
This Agreement (including the Relevant Rules) has been revised, and you express and notify the Company that you are not willing to accept the revised Agreement or the Relevant Rules; and
Any other circumstances where the Company believes that any Service should be terminated.
The Company has no obligation to retain or disclose to you any information in your account, or forward to you or any third party any information you have not read or has been sent after your account has been terminated or your account’s rights and access on the Tmall Global website have been permanently frozen (cancelled)..
You agree that after you and the Company’s contractual relationship has been terminated, the Company still enjoys the following rights:
To save your user information and all transaction information generated during your use of the Services;
If you have committed an illegal act or a breach of the Agreement and/or the Relevant Rules during the your use of the Services, the Company may still makes claim against you in accordance with this Agreement.
After the Company suspends or terminates the Services provided to you, the transactions before the suspension or termination of Services must be processed in accordance with the following principles. You must independently handle any disputes, and fully bear any losses or any extra costs incurred that arise as a result of the following processes, and must ensure that the Company and its affiliated companies do not incur any resulting losses or bear any costs:
Before the suspension and termination of the Services, you had already uploaded goods on theTmall Global website but such goods that are not part of any transaction, the Company has the right to delete the relevant information of these goods at the same time it suspends or terminates the Services;
Before the suspension and termination of the Services, you had already entered into a sale and purchase contract with another member but the contract has not been performed yet, the Company has the right to delete such sales and purchase contract and the relevant information of the traded goods; and
Before the suspension and termination of the Services, you had already entered into a sale and purchase contract with another member and the contract has been partially performed, the Company may choose to not delete such transaction, but the Company has the right to notify the other party of the situation when it suspends or terminates the Services.
Applicable Law and Dispute Resolution
The effectiveness, interpretation, revisions, implementation and dispute resolution of this Agreement will be subject to the laws of the Hong Kong and any conflicting legal rules or principles of Hong Kong will not be applicable to this Agreement. All disputes, issues or claims arising from this Agreement, including breach of contract and the validity and termination of this Agreement, will be arbitrated in Hong Kong using the effective Hong Kong International Arbitration Centre (“HKIAC”) Administered Arbitration Rules valid at the time of submission of the arbitration notice. There will be three (3) arbitrators, and the arbitration proceedings will be English.
IN CASE OF ANY INCONSISTENCY BETWEEN THE TWO LANGUAGE VERSIONS, THE CHINESE VERSION SHALL PREVAIL.