Alipay Merchant Services Terms and Conditions

[As of July 23, 2019]  

Thank you for using the Alipay Merchant Services, which are governed by these Terms and Conditions, including its schedules (“Schedules”). These Terms and Conditions are a contract between you and Alipay US, Inc. or if you are located in Nevada, Alipay US-Nevada, Inc. (in either case, "we", "us", or "Alipay US"). By accessing and using the Alipay Merchant Services, you agree to comply with all of the terms and conditions in these Terms and Conditions, so please read all of the terms and conditions carefully. THESE TERMS AND CONDITIONS ALSO INCLUDE, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER.  PLEASE REFER TO SCHEDULE D, SECTION 2.k)20 BELOW FOR MORE INFORMATION.

The Alipay Merchant Services (described below) are provided by Alipay US, which is a licensed money transmitter as set forth in https://global.alipay.com/doc/platform/qd977g#alipay-us-inc, and a registered Money Services Business (MSB) with FinCEN.  

See https://global.alipay.com/doc/platform/qd977g#additional-required-information-and-notices-by-state for additional information and for disclosures that Alipay US is required to post by certain jurisdictions.   

1. SCOPE OF THESE TERMS AND CONDITIONS; PRIVACY POLICY; ADDITIONAL TERMS

a) These Terms and Conditions, as may be amended or supplemented from time to time, govern the availability and use of the Alipay Merchant Services. Together with the Privacy Policy and any other related terms and conditions, they constitute the legal relationship between you and Alipay US. By registering to use the Alipay Merchant Services, you agree to these Terms and Conditions (as may be amended or supplemented from time to time).   Your Alipay Merchant Account may only be used in the U.S. buyers. You cannot use hour Alipay Merchant Account to receive or make payments outside the U.S.  

b) To the extent you use certain features of the Alipay Merchant Services, you may have to accept additional or supplementary terms and conditions which will be provided to you when you register for or use such features. The additional or supplementary terms and conditions shall be deemed to form part of these Terms and Conditions.  

c) You are responsible for regularly reviewing these Terms and Conditions. You can always view the current Terms and Conditions on the Merchant Portal. Alipay US, in its sole discretion, may amend, revise or update these Terms and Conditions and any additional or supplementary terms and conditions that may apply, and it will post the amended Terms and Conditions in the relevant section of the Merchant Portal. Your continued use of the Alipay Merchant Services after any changes to the Terms and Conditions shall constitute your confirmation to be bound to such changes. In the event that a change to these Terms and Conditions materially modifies your rights or obligations, we will make an effort to notify you of the change via email or through the Merchant Portal and we may require that you accept the modified Terms and Conditions in order to continue to use the Alipay Merchant Services.  Material modifications are effective upon the earlier of (a) your continued use of the Alipay Merchant Services with actual knowledge of the modification; or (b) thirty (30) days following the change. Any such change will not affect any transaction that was initiated prior to the effective date of such change.  

2. THE ALIPAY MERCHANT SERVICES

a) Overview of the Alipay Merchant Services. The Alipay Merchant Services comprise of basic services ("Basic Services") and advanced services ("Advanced Services"). Once you have set up your Alipay Merchant Account, you will be eligible to receive the Basic Services. The Alipay Merchant Services that constitute Basic Services are as follows:   

b) Advanced Services and Selected Users. Any or all of the Advanced Services are available only to selected registered users chosen by Alipay US at its discretion ("Selected User"). The type of Advanced Service offered to a Selected User depends on the profile of the Selected User. Selected Users who choose to receive any or all of Advanced Services may be required to accept additional or supplementary terms and conditions.  

c) Additional Services. The Basic Services and Advanced Services may be supplemented from time to time.

d) Limited Use of Alipay Merchant Services. The Alipay Merchant Services are provided as a commercial tool to support your business activity, and are not to be used for personal, family or household purposes or for any purposes in relation to the business activity of any third party.  Should we determine, in our reasonable opinion, that you are using the Alipay Merchant Services for personal, family or household purposes or for any purposes related to the business activities of any third party, we may, and you agree that we may, immediately suspend access to your use of the Alipay Merchant Services.  We may also block any and all transactions that we find, in our reasonable opinion, to have been made in contravention of the purposes as stated in these Terms and Conditions.  

e) Relationship Between You and Alipay US. The Alipay Merchant Services enable you to receive payments for your products and services sold on the Alibaba Platforms, and our relationship with you under these Terms and Conditions is as a payment service provider.  Pursuant to and as further explained in the Alipay Services Agreement (https://render.alipay.com/p/f/agreementpages/alipayserviceagreement.html), you appoint Alipay US as your agent to receive these payments on your behalf and acknowledge that Alipay US is acting as your payment collection agent to receive funds through the Alipay Merchant Services described in these Terms and Conditions.  Other than acting as your agent for the limited purpose of receiving payments as aforesaid, Alipay US is not your agent or trustee for the purpose of carrying out the sale of products or services that are paid for in connection with the Alipay Merchant Services and does not have control of, or liability for, such products or services.  We do not guarantee or ensure that a buyer or a seller will complete a transaction and we make no representation or warranty as to any products and services provided or delivery thereof.  Nothing in these Terms and Conditions shall be deemed or is intended to be deemed, nor shall it cause you and Alipay US to be treated as partners, joint venturers, or otherwise as joint associated for profit.  

f) Alipay Merchant Account Balances.

i) Once you have set up your Alipay Merchant Account, you will be able to receive into your Alipay Merchant Account settlement funds for goods and services which you have sold on the Alibaba Platforms, or for which payment is processed by Alipay US or its' Affiliates.  When we receive settlement funds or payments on your behalf, we will issue you stored value for that same value.  

ii) You will be able to view the amount of funds held in your Alipay Merchant Account by logging on to the Merchant Portal. Alipay US will hold the funds in one or more pooled bank accounts in Alipay US’ name that we maintain for the purpose of providing the Alipay Merchant Services. The funds in these bank accounts will be comingled with those of other Alipay Merchant Account users, but it will be held separately from Alipay US’ corporate funds and Alipay US will not use your funds for its operating expenses or for any other corporate purposes, and will not voluntarily make your funds available to its creditors in the event of bankruptcy.  Alipay US owns any interest or earnings on the funds held in these bank accounts.  Funds held in these bank accounts will be safeguarded in accordance with Applicable Law.  In the unlikely event that we become insolvent, you may lose the stored value held in connection with the Alipay Merchant Account.  However, we strictly adhere to applicable requirements which are designed to ensure the safety and liquidity of funds held on behalf of customers, including segregation of customer funds and having secured surety bonds to provide additional security for your funds.

iii) The Alipay Merchant Account is not a bank account or deposit account nor do the Alipay Merchant Services offer the features and benefits of a traditional bank account or deposit account.  The funds held in your Alipay Merchant Account do not earn any interest.  The funds are held by us for your future use as described herein.  Alipay US is not a bank or other chartered depository institution. Funds held by Alipay US or its service providers (including any bank service providers) in connection with the processing of transactions are not deposit obligations and are not insured for the benefit of the user by the Federal Deposit Insurance Corporation or any other governmental agency.  

iv) No person or entity other than the registered user of the Alipay Merchant Account has any rights in relation to the funds held in the Alipay Merchant Account.  

g) Negative Balances.  If the balance in your Alipay Merchant Account is negative for any reason, Alipay US may set off the negative balance by deducting amounts you owe Alipay US from money you receive into your Alipay Merchant Account, or money you attempt to withdraw from your Alipay Merchant Account. You agree to allow Alipay US to recover any amounts due to Alipay Merchant Account by debiting your balance. If there are insufficient funds in your balance to cover your liability, you agree to reimburse Alipay US through other means. If Alipay US is unable to recover the funds from your preferred payment method, Alipay US may attempt to contact you, Alipay US may recover the funds from your alternate payment methods, or may take other legal actions to collect the amount due, to the extent allowed by Applicable Law.

h) Refunds and Chargebacks.  In the event your customer is entitled to a refund or chargeback, the amount of the refund or chargeback may be deducted from your Alipay Merchant Account balance and/or any incoming settlement funds.  In the event of a chargeback, the amount may be automatically debited from your Alipay Merchant Account.  

i) Security Interest.  To secure your performance under these Terms and Conditions, you hereby grant to Alipay US a lien on and security interest in your Alipay Merchant Account and agree to execute any further documentation to perfect these Alipay US rights.

j) No Warranty for Goods and Services Purchased or Sold through the Alipay Merchant Services. You acknowledge and agree that Alipay US has no control over, or liability for, the delivery, quality, safety, legality or any other aspect of any goods or services that you may purchase or sell to or from a third party (including other users of Alipay Merchant Services). Alipay US shall not be liable in any way for the goods or services which you have sold or obtained, as applicable, including without limitation any defect, disruption, failure or unavailability of or relating to such goods and services.  Alipay US is not responsible for ensuring that a buyer or seller you may transact with will actually complete the transaction or is authorized to do so. If you experience a problem with any goods or services purchased from, or sold to, a third party in connection with a payment transferred using the Alipay Merchant Services, or if you have a dispute with such third party, you must resolve the dispute directly with that third party. If you believe a third party has behaved in a fraudulent, misleading, or inappropriate manner, or if you cannot adequately resolve a dispute with a third party, you may notify the Alipay Global Merchant Management Team at so that we may consider what action to take, if any.

k) Please refer to the Schedules set out below for the corresponding terms and conditions. Additional schedules may be added from time to time.

Schedule A  

SETTLEMENT RECEIPT SERVICE

1. Overview of the Settlement Receipt Service. Once you have set up your Alipay Merchant Account, you will be able to receive into your Alipay Merchant Account settlement funds for goods and services which you have sold on the Alibaba Platforms, or for which payment is processed by Alipay US or its' Affiliates.  When we receive settlement funds or payments on your behalf, we will issue you stored value for that same value. 

Schedule B  

SETTLEMENT WITHDRAWAL SERVICE

1. Overview of Settlement Withdrawal Service. You can request a withdrawal of all or part of the funds held in your Alipay Merchant Account at any time to your account at a U.S. depository institution, subject to Applicable Law and Alipay US' policies and procedures. To effect the withdrawal, you must log into the Merchant Portal, provide the details of the bank account, and enter the amount to be transferred. We are not responsible for the withdrawal payment once the withdrawn funds are received by the specified bank.

2. Limits. The Settlement Withdrawal Service may be subject to withdrawal and transfer limits which we may impose in our sole discretion from time to time. These limits may be adjusted dynamically depending on the type of identification document(s) you have provided to us as well as on any other criteria we set from time to time. You can view these limits at any time in the Merchant Portal. Before transferring any funds to the specified bank account, you must ensure that your current withdrawal limits have not been exceeded.

3. Payment Review. We review account and transaction activity at various times, including when you initiate a withdrawal of funds out of your Alipay Merchant Account.  This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you’ve transacted comply with these Terms and Conditions and other relevant agreements and policies. Based on this review, we may decline or defer your request for withdrawal and require you to send us additional documents to verify certain information such as your identity, address or source of funds before we effect the transfer of funds. You agree to cooperate with us regarding such verification.  

4. Authority Over Bank Account. You must not make a withdrawal to a bank account if you do not have authority to do so. We take any violation of this requirement very seriously and may treat any breach of this requirement or an attempt to circumvent this requirement as a fraudulent act.  

5. Authorization.  When you request a withdrawal, you authorize the initiation of debit or credit entries, as applicable, to your bank account in accordance with instructions inputted through the Alipay Merchant Services and, if necessary, the initiation of adjustments for any transactions debited or credited in error.  

6. Acknowledgements. You acknowledge that (a) withdrawals initiated to your bank account must comply with Applicable Law; (b) you will not make a withdrawal for personal, family, or household purposes; and (c) you will only make a withdrawal to an account held by a U.S. depository institution.

7. Accuracy of Payment Information. You must ensure that the payment details you enter when requesting a withdrawal are correct and complete. Providing Alipay US with accurate information shall be your sole responsibility. We will not be liable for withdrawn funds being sent to the wrong bank account as a result of you providing incorrect payment details. When withdrawing to a bank account, you must ensure that the account number, routing number, and any other required information, are correct. In the event that Alipay US receives inaccurate payment information and the payment is later rejected, you may be charged payment rejection fees which may be deducted from your current payment or any future payments.  

8. Third Party Fees and Restrictions Associated with Withdrawals. Alipay US will initiate a withdrawal to the specified bank account in the amount you selected. Any fees which may be charged by your bank or any third party payment provider are your sole responsibility and Alipay US shall not be liable for such fees. Further, we will not be liable for any restrictions imposed by your bank or Alipay US’ bank on any transfer.

9. Reversing Withdrawals. Generally, once you request a withdrawal from your Alipay Merchant Account, it cannot be reversed.  Withdrawals to your specified bank account may not be sent back to your Alipay Merchant Account and you will not be able to refund funds transferred into the specified bank account back to your Alipay Merchant Account. If you have withdrawn funds to the wrong bank account, however, you may request that we assist you in reclaiming the funds, however, we may charge you an administration fee for doing so and we cannot guarantee that the reclamation efforts will be successful.  

10. No Extension of Credit. You can only make a withdrawal using your Alipay Merchant Account balance to the extent that you have enough balance to support the withdrawals. You are not allowed to make a withdrawal in excess of your Alipay Merchant Account balance. We will not extend credit in connection with your use of the Alipay Merchant Account.  

11. Crediting Your Alipay Merchant Account. In the event any withdrawal is not successful and the funds revert back to us, you authorize us to credit the funds back to your Alipay Merchant Account, less any fees which may be charged by the bank provider or any other payment provider, including us.  

Schedule C

TOP-UP SERVICE

1. Overview of Top-Up Service. You can request to top-up your Alipay Merchant Account at any time with funds from your account at a U.S. depository institution, subject to Applicable Law and Alipay US' policies and procedures.  To effect the top-up, you must log into the Merchant Portal, provide the details of the bank account from which funds will be transferred, and enter the amount to be transferred.

2. Receipt of Funds.  When we receive funds from you, we will issue you stored value for that same value.  The time it takes for incoming funds to reach your Alipay Merchant Account is not within our control.  If you do not receive an expected top-up transfer, we may use reasonable effort to assist your inquiry.  

3. Payments to Customers. The funds in your Alipay Merchant Account that were added via a top-up are to be used for the purposes of facilitating payments to your customers who have purchased goods and services from you via the Alibaba Platforms, including for refund and dispute and chargeback purposes.

4. Reversing Top-Ups. We reserve the right to reverse a payment in case of an erroneous payment or if your bank has reversed (or is reasonably likely to reverse) a payment which was used to fund the top up. To the extent you receive any funds in error, you agree to immediately notify Alipay US and consent to Alipay US reversing the transaction where necessary.

5. Third-Party Fees. If an incoming fund transfer is rejected for any reason, fees may be charged the bank or other providing sending the funds transfer. Any fees which may be charged by your bank or any third party payment provider are your sole responsibility and Alipay US shall not be liable for such fees. Further, we will not be liable for any restrictions imposed by your bank or Alipay US’ bank on any transfer.

6. Limits. The Top-Up Service may be subject to transfer limits which we may impose in our sole discretion from time to time. These limits may be adjusted dynamically depending on the type of identification document(s) you have provided to us as well as on any other criteria we set from time to time.

 Schedule D

GENERAL TERMS AND CONDITIONS

This Schedule D sets out the general terms and conditions applicable to all Alipay Merchant Services.

1. REGISTERING FOR ALIPAY MERCHANT SERVICES

a) Commercial Purpose. Only a business or individual engaging in commercial activity may apply to use the Alipay Merchant Services.  By registering for the Alipay Merchant Services and accepting these Terms and Conditions, you attest that neither you nor your business is establishing an Alipay Merchant Account primarily for personal, family or household purposes, and you agree that that you will not use the Alipay Merchant Services for personal, family or household purposes or for any purposes in relation to the business activity of any third party.  We may reverse or place a hold on your transactions or place a reserve on your funds if you are in breach of these Terms and Conditions, including, but not limited to, if you are using a your Alipay Merchant Services Account for personal, family or household purposes.  

b) Registration; Credit Authorization; Eligibility  

i) In order to use the Alipay Merchant Services you must first register in the Merchant Portal by providing certain information and details to us either directly or via an Affiliate or third party service provider. You may only register for the Alipay Merchant Services by completing the online application form. To help the government fight the funding of terrorism and money laundering activities, federal law requires Alipay US to obtain, verify and record information that identifies your business entity, directors, and beneficial owners, where applicable.  This means that when you apply to become a customer of Alipay US, we will ask you for certain identifying information about your business and its associated owners, directors and any individual that has the authority to control the activities conducted within your Alipay US account, where applicable.  As a result, during the application process, you will be subject to Alipay US' Customer Identification Program and Know Your Customer ("KYC") processes and any other applicable Alipay US policies in place at the time of your application. As part of the registration process, you will need to accept these Terms and Conditions and any applicable Alipay US policies that are currently or in the future may be included as part of the registration process. Depending on the types of Alipay Merchant Services you register for, you may be asked to provide additional information or documents, or to accept additional or supplementary terms and conditions covering such services.  

ii) You authorize Alipay US, directly or through third parties, to make any inquiries we consider necessary to  verify your identity or the identity of your business entity, and its directors and beneficial owners, as applicable. This may include asking you for further information, requiring you to provide your date of birth, a taxpayer identification number and other information that will allow us to reasonably identify you or your business entity, requiring you to take steps to confirm ownership of your email address or financial instruments, ordering a credit report, or verifying your information against third party databases or through other sources. Such inquiries and requests made by us for further information from you shall be complied with within a reasonable timeframe but in any event no later than 30 Business Days after such inquiry or request is made, and if such inquiry or request is not complied with during such timeframe, we reserve the right to suspend, terminate, and/or deny your registration for your Alipay Merchant Account. By opening an Alipay Merchant Account, you are providing us with written instructions and authorization in accordance with the Fair Credit Reporting Act to obtain your personal and/or business credit report from a credit bureau. You authorize us to obtain your personal and/or business credit report at any time we reasonably believe there may be an increased level of risk associated with your Alipay Merchant Account. An increased level of risk includes, but is not limited to, a high number of reversals, or suspicious activity associated with your Alipay Merchant Account. We may also ask to see your driver's license, passport or other identifying documents, as well as certain business entity documentation, at any time. Depending on the types of Alipay Merchant Services you register for, Alipay US may be required to further verify some of your details or your business entity's details. Alipay US reserves the right to close, suspend, or limit access to the Alipay Merchant Services you register for in the event we are unable to obtain or verify this information or if the information does not satisfy our requirements.

iii) You must be eighteen (18) years or older to use the Alipay Merchant Services. We may require at any time that you provide evidence of your age.  

iv) By registering, you represent and warrant to us: (i) that you are at least eighteen (18) years old; (ii) that you have not previously been suspended, removed or deactivated from the Alipay Merchant Services; (iii) that you are a legal resident of the United States; (iv) if you are a legal entity, you are duly organized, validly existing and in good standing under all Applicable Law; (v) you have all requisite right, power, and authority to enter into these Terms and Conditions, perform your obligations, and grant the rights and authorizations in these Terms and Conditions; (v) that you will not use the Alipay Merchant Services for personal, family or household purposes or for any purposes in relation to the business activity of any third party other than any activity that is authorized by these Terms and Conditions; and (vi) that your registration and your use of the Alipay Merchant Services is in compliance with any and all Applicable Law.  

v) Each business entity may only open one Alipay Merchant Account.

vi) You agree to comply with any Applicable Law in the relevant jurisdictions. By registering, you represent and warrant to us that your use of the Alipay Merchant Services does not violate any Applicable Law applicable to you. You may register for the Alipay Merchant Services only if it is legal to do so in your jurisdiction of residence.

vii) If you registered for the Alipay Merchant Services on behalf of a business or commercial entity, you represent that you are duly authorized to do business in the United States; and your employees, officers, representatives, and other agents accessing the Alipay Merchant Services are duly authorized to access the Alipay Merchant Services and to legally bind you to these Terms and Conditions, and all transactions conducted under your Alipay Merchant Account. If you are a business entity, you further agree that any person having access to your Alipay Merchant Account shall be vested by you with the authority to use the Alipay Merchant Services and to legally bind you.  

viii) We may require you to provide us with additional information and documents from time to time prior to using the Alipay Merchant Services. Such additional information might include documents allowing Alipay US to verify the source of the funds, including but not limited to invoices for services delivered for which you are being paid, and payment confirmation from the entity sending the funds. We may request additional information to enable us to comply with any Applicable Law. Such information will be used in conjunction with other information we have in connection with your use of the Alipay Merchant Services. Failure to provide such requested information may result in us denying your use of the Alipay Merchant Services. All information you provide us must be accurate and complete. If we cannot verify that this information is accurate, we may deny your use of the Alipay Merchant Services, or terminate your use of the Alipay Merchant Services. 

2. MAINTAINING YOUR ALIPAY MERCHANT ACCOUNT

a) Accuracy of your Information. You must ensure that your information on record with Alipay US is always accurate and up to date and we shall not be liable for any loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence verifying such information.  You represent and warrant to us that any information provided or made available by you to Alipay US or our Affiliate(s) is at all times accurate and complete.

b) Your Responsibility for Reviewing our Communications. We may contact you by e-mail, via the Merchant Portal or in other ways described in the Consent to Electronic Communications paragraph below (paragraph 31 of this Schedule D), with information or notices regarding your use of the Alipay Merchant Services. It is your responsibility to regularly check your Alipay Merchant Account page online in the Merchant Portal and to ensure the proper functioning of your e-mail account or other methods of communication that you have registered with Alipay US and to promptly retrieve and read our communications relating to your use of the Alipay Merchant Services. We shall not be liable for any loss arising out of your failure to do so. You will be liable for any loss that directly results from any failure to submit, or notify us of a change in, your contact details in accordance with these Terms and Conditions.

c) Transaction Information in the Merchant Portal. Information regarding settlement funds received, withdrawals, fees charged and other Alipay Merchant Services activity are displayed when you access your Alipay Merchant Account in the Merchant Portal. Each transaction is shown in the transaction history. You should check your Alipay Merchant Account balance and transaction history regularly. You should report any irregularities or clarify any questions you have as soon as possible by contacting the Alipay Global Merchant Management Team.  

d) Claims for Improper Transactions.  

i) In case of a (i) bona fide unauthorized transaction or (ii) transaction that was incorrectly executed due to an error by us, we shall promptly refund the transaction amount including all fees deducted therefrom, as long as you notify us of the unauthorized or incorrect transaction within sixty (60) calendar days from the date of the transaction; provided that this refund right shall not apply if, in our sole discretion, we determine that you failed to comply with the provisions of the Keeping Your Alipay Merchant Account Safe paragraph above (paragraph 3 of this Schedule D).  

ii) In case of any incorrect or misdirected but authorized transaction, we shall take reasonable measures to assist you with tracing and, if reasonably possible, recovering such transactions, but we shall not be liable for any transactions that cannot be recovered.  

e) Unclaimed Property. If your funds remain with Alipay US for the relevant period of time set forth in Applicable Law on unclaimed property and we are unable to contact you, we may process the funds in accordance with our legal obligations, including by submitting such funds to the appropriate governing body as required by Applicable Law. Each jurisdiction has varying laws as to when the Alipay Merchant Account is subject to escheat, and Alipay US may be required to send the funds to the jurisdiction of your last known address. We will make reasonable efforts to contact you before transferring escheatable funds to a relevant regulatory authority.  

f) Our Right to Suspend or Limit your Access to the Alipay Merchant Services. We may close, suspend, or limit your access to your use of the Alipay Merchant Account or Alipay Merchant Services and/or limit access to your funds if you violate these Terms and Conditions or, any other agreement you enter into with Alipay US or pursuant to any proprietary fraud and risk modeling used by Alipay US when assessing the risk associated with your use of the Alipay Merchant Services. We may also close, suspend, or limit your access to accessyour use of the Alipay Merchant Account or Alipay Merchant Services and/or limit access to your funds per Applicable Law or the instructions of law enforcement or our regulators, including but not limited an applicable Temporary Restraining Order (TRO) from a U.S. court. The restraints we may put on your Alipay Merchant Account include but are not limited to freezing all or part of the funds in your Alipay Merchant Account.

g) Our Right to Transfer Funds from Your Alipay Merchant Account.  We may transfer funds from your Alipay Merchant Account to a third party per a settlement agreement reached by you and that third party, or in accordance with an applicable court order from a U.S. court.

h) Account Inactivity. If you do not actively use the Alipay Merchant Services we may consider you to be inactive. Inactivity means that you (a) have not logged into your Alipay Merchant Account on the Merchant Portal for six (6) months; or (b) had no transactions on your Alipay Merchant Account for six (6) months. Once you have been deemed inactive we may disable certain features and services, up to and including suspending your use of the Alipay Merchant Services. You may request that Alipay US reactivate your Alipay Merchant Account at any time and Alipay US may reactivate your Alipay Merchant Account, in its sole discretion. To reactivate your Alipay Merchant Account, you may be required to provide information to re-verify your identity. If you do not reactivate your Alipay Merchant Account within one (1) year from the date you had last logged in or one (1) year from the last transaction date on your Alipay Merchant Account, and you have a balance in your Alipay Merchant Account, subject to Applicable Law, you may be charged a recurring inactivity fee which may, over time, reduce the balance in your Alipay Merchant Account to zero. We reserve the right to close your Alipay Merchant Account and terminate these Terms and Conditions in the event your Alipay Merchant Account balance is zero at any time after one (1) year from the date you had last logged in; one (1) year from the last transaction date on your Alipay Merchant Account. If you do not reactivate your Alipay Merchant Account within two (2) years from the date you had last logged in or two (2) years from the last transaction date on your Alipay Merchant Account, and you have a balance on your Alipay Merchant Account, we reserve the right to close your Alipay Merchant Account, return to you any remaining balance, and terminate these Terms and Conditions. We will make reasonable efforts to notify you (a) before we suspend your account, and (b) before we close your Alipay Merchant Account and terminate these Terms and Conditions. Alternatively, Alipay Merchant Accounts that are inactive for two (2) years or more may be considered dormant and are subject to escheatment. Each U.S. state has varying laws as to when the account is subject to escheatment, and we may be required to send the funds to the U.S. state of your last known address to the extent applicable. We will make all reasonable efforts to contact you before transferring escheatable funds to an applicable state.  

3. KEEPING YOUR ALIPAY MERCHANT ACCOUNT SAFE

a) You must take all reasonable steps to keep your Alipay Merchant Account password safe at all times and never disclose it to anyone. Alipay US representatives will never ask you to provide your password to us or to a third party. Any message you receive or website you visit that asks for your password, other than the Merchant Portal, should be reported to us. If you are in doubt whether a website is genuine, you should contact the Alipay Global Merchant Management Team. It is advisable to change your password regularly in order to reduce the risk of a security breach. We also advise you not to choose a password that is easily determined from information someone may know or gather about you.

b) If you have any indication or suspicion of your Alipay Merchant Account, login details, password, or other security feature being lost, stolen, misappropriated, used without authorization or otherwise compromised, you must immediately change your password, and contact the Alipay Global Merchant Management Team. Any delay in or failure to notify us may not only affect the security of your Alipay Merchant Account but may result in you being liable for any losses as a result.

c) We may suspend your Alipay Merchant Account or otherwise restrict its functionality, in our sole discretion, on grounds relating to the security of the Alipay Merchant Account or any of its security features or if we suspect that an unauthorized or fraudulent use of your Alipay Merchant Account has occurred or that any of its security features have been compromised. We will lift the suspension and/or the restriction as soon as practicable after the circumstances for the suspension and/or restriction have ceased to exist.  

d) You must take all reasonable care to ensure that your e-mail account(s) are secure and only accessed by you, as your e-mail address is one of the ways used to reset passwords or to communicate with you about the security of your Alipay Merchant Account. To the extent the security of the email account used to register for the Alipay Merchant Services has been compromised, Alipay US shall not be liable for any funds lost, or any unauthorized payments made, as a result of such compromise. If the e-mail addresses registered with your Alipay Merchant Account is compromised, you should immediately contact the Alipay Global Merchant Management Team.  

e) Regardless of whether you are using a public, a shared or your own computer to access your Alipay Merchant Account, you must always ensure that your login details are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the computer you are using.

f) Additional products or services offered by Alipay US or its Affiliates that you use may have additional security requirements as specified in their applicable terms and conditions.

g) Only the individual named in Alipay US' records and their authorized agents are authorized to use the Alipay Merchant Services. You may not appoint or authorize additional persons to use the Alipay Merchant Services without our prior written consent. You are responsible for actions taken, including transactions initiated and fees incurred, by use of the Alipay Merchant Services through your Alipay Merchant Account, regardless of whether such actions were authorized by you. YOU ASSUME THE ENTIRE RISK FOR THE FRAUDULENT, UNAUTHORIZED OR OTHERWISE IMPROPER USE OF YOUR ALIPAY MERCHANT ACCOUNT AND PASSWORD. WE SHALL BE ENTITLED TO RELY ON THE GENUINENESS AND AUTHORITY OF ALL INSTRUCTIONS RECEIVED BY US THROUGH YOUR ALIPAY MERCHANT ACCOUNT WHEN ACCOMPANIED BY SUCH PASSWORD, AND TO ACT ON SUCH INSTRUCTIONS.  

4. CLOSING YOUR ALIPAY MERCHANT ACCOUNT

a) As long as there are no pending or in progress transactions, you may close your Alipay Merchant Account at any time by contacting the Alipay Global Merchant Management Team. You may not close your account to evade a payment investigation. If you attempt to close your account while we are conducting an investigation, we may hold your funds for up to 180 days to protect Alipay US or a third party against the risk of reversals, claims, fees, fines, penalties and other liability. You will remain liable for all obligations related to your Alipay Merchant Account even after the Alipay Merchant Account is closed.

b) If your Alipay Merchant Account holds a balance at the time of its closure, we will ask you to withdraw your funds within a reasonable period of time, during which your Alipay Merchant Account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your Alipay Merchant Account but you may withdraw any remaining funds by contacting the Alipay Global Merchant Management Team and requesting that the funds be sent to you in a manner that is reasonably acceptable for us. You may continue to withdraw remaining funds for a period of six (6) months, or such later period subject to Applicable Law, from the date of closure of your Alipay Merchant Account, but we suggest that you withdraw your remaining funds as soon as possible. Your obligations with regards to keeping your Alipay Merchant Account safe as set forth in the Keeping Your Alipay Merchant Account Safe paragraph above (paragraph 3 of this Schedule D) shall continue to apply.  

c) We reserve the right to carry out any necessary checks relating to money laundering, terrorism financing, fraud or other illegal activity before authorizing any withdrawal of your funds, including in relation to returning any funds to you after you have closed your Alipay Merchant Account.

d) Once your Alipay Merchant Account is closed (whether by us in accordance with these Terms and Conditions or by you) and all funds have been withdrawn or your Alipay Merchant Account balance is zero, these Terms and Conditions will be automatically terminated (save for those provisions which are specifically stated as surviving termination).  

5. FEES

a) The Alipay Merchant Services may be subject to service, administration and other fees. All pricing and fees are set forth in the Merchant Portal unless they have been separately advised and agreed with you (the "Pricing and Fees"). The Pricing and Fees are incorporated herein by reference and form part of these Terms and Conditions. The Pricing and Fees are subject to change in Alipay US' sole discretion.

b) You agree to pay all Pricing and Fees and your continued use of the Alipay Merchant Services indicates your continued acceptance of the Pricing and Fees. We will publish any updated fees online and post a message regarding such updated fees in the Merchant Portal. If you are unclear as to any applicable fee, you should contact the Alipay Global Merchant Management Team.

c) Fees payable by you will be deducted from your Alipay Merchant Account and you hereby authorize us to so deduct such fees. Transaction fees will be charged when the transaction is executed. If the balance in your Alipay Merchant Account is insufficient to cover the fees, we may refuse to execute the payment. Reversal fees will be deducted when incurred.

6. YOUR DATA  

a) We will ensure that all of your personal information is held in accordance with the data privacy and security provisions of Applicable Law, and our published Privacy Policy . Please read the Privacy Policy, which sets out some or all of the ways we may collect, use, disclose, and manage your personal information and is available at https://global.alipay.com/doc/platform/privacy. Alipay US in its sole discretion may amend the Privacy Policy by an update on the Privacy Policy page of the Merchant Portal. You may review the Privacy Policy at any time by clicking on the Privacy Policy section on the Merchant Portal.  

b) In order to perform the obligations under this Agreement and for the purpose of providing you with Alipay Merchant Services and/or other related services, your data may be collected by our Affiliates or service providers, including [Alibaba.com], and that such entities may share such data with us.  

c) YOU ACKNOWLEDGE THAT ALIPAY US RESERVES THE RIGHT TO ACCESS AND DISCLOSE PERSONAL DATA RELATING TO YOU TO COMPLY WITH ALL APPLICABLE LAW AND LAWFUL REQUESTS FROM GOVERNMENT AND/OR OTHER REGULATORY AUTHORITIES, AND/OR TO PROTECT ALIPAY US, ITS CUSTOMERS AND OTHER USERS; AND TO DISCLOSE PERSONAL DATA TO THIRD PARTIES IF ALIPAY US HAS REASONABLE REASON TO BELIEVE YOUR USE OF THE ALIPAY ACCOUNT IS IN VIOLATION OF THESE TERMS AND CONDITIONS OR IF ALIPAY US IS OTHERWISE OBLIGED OR NEEDS TO DISCLOSE SUCH INFORMATION TO ANY RELEVANT AUTHORITY.  

7. INTELLECTUAL PROPERTY.  “Alipay” and all related logos, products and services described in our website and mobile applications are either trademarks or registered trademarks of Alipay US or its licensors.  You may not copy, imitate, modify or use them without Alipay US’ prior written consent.  In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Alipay.  You may not copy, imitate, modify or use them without our prior written consent.  All right, title and interest in and to the Alipay US websites, any content thereon, the Alipay Merchant Services, the technology related to the Alipay Merchant Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Alipay US and its licensors.

8. LICENSE.  Subject to the terms and conditions of these Terms and Conditions, including payment of all Fees, Alipay US hereby grants you a personal, limited, non-exclusive, nontransferable license to access and use the software that enables the Alipay Merchant Services, together with any updates, bug fixes, help content, and other related materials that Alipay US provides to you during the term of this Agreement.

9. FORCE MAJEURE.  

a) We shall not be liable for any delay or failure in the performance or in delivery or shipment of materials, or for any damages suffered by you by reason of such delay or failures, directly or indirectly caused by or in any manner arising from or connected with any events or causes beyond our control, including, but not limited to: war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, power or water shortage, failure of a transmission or communication network, epidemic, quarantine, strike or other labour difficulty or expropriation, restriction, prohibition, law, regulation, decree or other legally enforceable order of a government agency, breakage or accident, change of International, U.S. law or regulation or any damage of machinery or systems, unless occurring as a result of an act, omission, default or negligence of the affected party.  

b) We shall not be liable for any system suspension which we have announced in advance.

10. TAXES. You are solely responsible for determining what, if any, taxes apply to the settlement funds you receive, and it is solely your responsibility to assess, collect, report, and remit the correct taxes to the appropriate authority.  Alipay US is not responsible for determining whether any taxes apply to your transaction, or for calculating, collecting, reporting or remitting taxes arising from any transaction.  You acknowledge, however, that we may make certain reports to tax authorities regarding transactions that we process.    

11. INDEMNIFICATION. You agree to defend, indemnify and hold harmless Alipay US, our Affiliates, and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers (collectively, the "Indemnified Persons") from any claim, demand, expenses or costs (including attorneys’ fees) that the Indemnified Persons incur or suffer arising out or relating to of your or your agents' (a) breach of these Terms and Conditions or any representation, warranty, or agreements referenced herein; (b) breach of any Applicable Law (including any Applicable Law relating to anti-money laundering and countering the financing of terrorism, anti-bribery and anti-corruption, currency control and tax); (c), access to, use of or alleged use of the Alipay Merchant Services; or (d) your violation of any third party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right. Alipay US 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 Alipay US in asserting any available defenses. You hereby authorize us to set off any amounts which you owe to the Indemnified Persons pursuant to this paragraph from the balance in your Alipay Merchant Account. This provision shall survive termination of these Terms and Conditions.

12. DISCLAIMER OF WARRANTY.  

a) YOUR USE OF THE ALIPAY MERCHANT SERVICES IS AT YOUR OWN RISK. THE ALIPAY MERCHANT SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND.  EXCEPT AS REQUIRED BY LAW, ALIPAY US DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS REGARDING THE ALIPAY MERCHANT SERVICES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.  SPECIFICALLY, BUT WITHOUT LIMITATION, ALIPAY US MAKES NO WARRANTY REGARDING THE ALIPAY MERCHANT SERVICES UNDER THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO: (A) THE ALIPAY MERCHANT SERVICES FEATURES WILL MEET YOUR REQUIREMENTS OR BE CORRECT, ACCURATE, UP-TO-DATE, OR RELIABLE; (B) THE AVAILABILITY OF THE ALIPAY MERCHANT SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE; OR (C) ANY PRODUCTS, INFORMATION OR MATERIAL OBTAINED BY YOU IN CONNECTION WITH THE ALIPAY MERCHANT SERVICES WILL MEET YOUR REQUIREMENTS OR BE CORRECT, ACCURATE, UP-TO-DATE, OR RELIABLE.  YOU ASSUME ALL RISK FOR ALL DAMAGES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE ALIPAY MERCHANT SERVICES.  YOU HEREBY ACKNOWLEDGE THAT USE OF THE ALIPAY MERCHANT SERVICES IS AT YOUR SOLE RISK.  

b) Alipay US does not guarantee continuous, uninterrupted or secure access to any part of the Alipay Merchant Services, and operation of our websites, software, or systems (including any networks and servers used to provide any of the Alipay Merchant Services) operated by us or on our behalf may be interfered with by numerous factors outside of our control.  Alipay US will make reasonable efforts to ensure that requests for electronic debits and credits are processed in a timely manner but Alipay US makes no representations or warranties regarding the amount of time needed to complete processing because the Alipay Merchant Services are dependent upon many factors outside of our control, such as delays in the banking system.  

13. RELEASE OF ALIPAY US. If you have a dispute with any other Alipay Merchant Account holder, you release Alipay US from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, AS AMENDED FROM TIME TO TIME, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

14. LIMITATION OF LIABILITY. ALIPAY US’ LIABILITY IS LIMITED WITH RESPECT TO YOUR ALIPAY MERCHANT ACCOUNT AND YOUR USE OF THE ALIPAY MERCHANT SERVICES.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE INDEMNIFIED PARTIES BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EACH OF WHICH IS EXCLUDED BY AGREEMENT OF ALIPAY US AND YOU REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ALIPAY US OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, ALIPAY US’ CUMULATIVE LIABILITY, INCLUDING FOR CLAIMS, EXPENSES, DAMAGES OR INDEMNITY OBLIGATIONS UNDER OR IN CONNECTION WITH ITS OBLIGATIONS UNDER THESE TERMS AND CONDITIONS, WILL NOT EXCEED THE LESSER OF (A) USD$500,000 OR (B) THE TOTAL FEES PAYABLE BY YOU TO ALIPAY US FOR ALIPAY MERCHANT SERVICES, WHERE SUCH SERVICES ARE PROVIDED IN THE SIX (6) COMPLETE CALENDAR MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM UPON WHICH LIABILITY IS BASED. IN NO EVENT SHALL THE INDEMNIFIED PARTIES BE LIABLE FOR ANY ACT OR OMISSION RESULTING FROM CIRCUMSTANCE BEYOND THEIR REASONABLE CONTROL. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO YOUR USE OF THE ALIPAY MERCHANT SERVICES BEYOND ONE (1) YEAR FROM THE FIRST OCCURRENCE OF THE ACT, EVENT, CONDITION OR OMISSION ON WHICH SUCH CLAIM OR ACTION IS BASED.  

15. USE OF PROVIDERS. You acknowledge that Alipay US may provide the Alipay Merchant Services using facilities and services provided by banks, payment service providers and clearing networks, and may also delegate any or all of its rights and responsibilities under these Terms and Conditions to its Affiliates, independent contractors or other third parties (collectively, the "Providers"). No agreement exists between you and the Providers and accordingly, each of the Providers will have no direct liability to you. You will not be a party to any agreement which Alipay US may enter into with the Providers from time to time, and accordingly you have no right to enjoy or enforce any benefit under such agreement or to claim against the Providers.  

16. TERMINATION AND SUSPENSION

a) We may terminate or suspend your relationship with Alipay US based on these Terms and Conditions and  your access to or use of the Alipay Merchant Services for any reason and at any time in our sole discretion upon notice to you and, upon termination of these Terms and Conditions, the payment to you of any unrestricted funds held in your Alipay Merchant Account. See Schedule E for more information.  We shall notify you either prior to the suspension or termination or, if prior notification is not possible under the circumstances, promptly after the suspension or termination, unless prohibited by Applicable Law. You may terminate your use of the Alipay Merchant Services with us at any time in accordance with the Closing Your Alipay Merchant Account paragraph above (paragraph 18 of this Schedule D).

b) If Alipay US or its Affiliates reasonably conclude that any change in any Applicable Law, including but not limited to any applicable government authority’s ruling, notice, policy or guidance ("Change in Law") requires, or will require, Alipay US or its Affiliates to incur material incremental costs to comply with the change, or will prohibit Alipay US or its Affiliates from performing material obligations under these Terms and Conditions, then Alipay US will modify any provision of these Terms and Conditions as may be necessary to enable Alipay US or its Affiliates to comply with the Change in Law, as applicable.  Notwithstanding anything contrary in these Terms and Conditions, in the event that any Change in Law requires Alipay US to terminate any or all of the Alipay Merchant Services or these Terms and Conditions immediately, Alipay US reserves the right to terminate them immediately by written notice to you.

c) If we have suspended your use of the Alipay Merchant Services pursuant to these Terms and Conditions, we may in our sole discretion take steps to close your Alipay Merchant Account. Together with a termination notice, which may be provided following termination to the extent prior notification is not possible under the circumstances, or at any time thereafter we may give you instructions on how to withdraw remaining funds.  

d) Termination of your use of the Alipay Merchant Services will not affect our right to make deductions for any outstanding or unpaid fees.

e) If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we will be entitled to recover all reasonable costs or expenses (including reasonable attorneys' fees and expenses) incurred in connection with the enforcement of these Terms and Conditions.

f) In the event of termination of these Terms and Conditions or the Alipay Merchant Services, the terms in these Terms and Conditions that by their nature are continuing shall survive such termination, including but not limited to Intellectual Property; Disclaimer of Warranty, Release of Alipay. Limitation of Liability; Indemnification; and Dispute Resolution.

17. CONSENT TO ELECTRONIC COMMUNICATIONS

a) To the fullest extent permitted by Applicable Law, these Terms and Conditions and any other agreements, notices or other communications from Alipay US to you regarding our services being offered ("Communications") may be provided to you electronically, and you consent and agree to receive Communications in an electronic form. Electronic Communications may be posted on the pages within the Merchant Portal and/or delivered to your email address. You can print a paper copy of or download any electronic Communication and retain it for your records. All Communications in electronic format will be considered to be "in writing". Alipay US reserves the right to provide Communications in paper format. Your consent to receive Communications electronically is valid until you revoke your consent by notifying us. If you revoke your consent to receive Communications electronically, we may terminate your right to use the Merchant Portal and Alipay Merchant Services, and you accept sole liability for any consequence resulting from suspension or termination of the Alipay Merchant Services, to the extent permitted by Applicable Law.

b) We usually communicate with you via e-mail or by posting messages in the Merchant Portal. For this purpose you must at all times maintain at least one valid e-mail address. You are required to check for incoming messages regularly and frequently. Messages may contain links to further communication on our website. Any communication or notice sent by e-mail will be deemed received by you on the same day if it is received in your e-mail inbox or is posted to the Merchant Portal before 5:00 PM Pacific time on a Business Day. If it is received after 5:00 PM Pacific time on a Business Day or at any other time, it will be deemed received on the next Business Day.

c) You can request a copy of the current Terms and Conditions or any other contractual document relevant to you by contacting the Alipay Global Merchant Management Team.  We will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file in your Alipay Merchant Account.  

d) In order to access and retain electronic Communications, you will need the following hardware and software:

• A computer with an Internet connection;

• A current web browser that includes 128-bit encryption (e.g. Internet Explorer version 6.0 and above, Firefox version 2.0 and above, Chrome version 3.0 and above, or Safari 3.0 and above) with cookies enabled;

• Adobe Acrobat Reader version 8.0 and above to open documents in .pdf format;

• a valid email address (your primary email address on file with Alipay US); and

• sufficient storage space to save past Communications or an installed printer to print them

e) If you are unsure whether a communication originated from us, please contact the Alipay Global Merchant Management Team at global.service@alipay.com.

f) We may make Communications available in different languages, but we reserve the right to communicate with you in English and you will always accept communications made to you in English. Communications available in other languages are for convenience only and we have no obligation to conduct any further communication in that language.  In the event of a conflict between the English version of these Terms and Conditions and a version in a language other than English, the English version shall control.

18. TEXT MESSAGES. If you provide us your telephone number, you agree that Alipay US and its Affiliates may contact you at that number using autodialed or prerecorded calls or text messages to: (i) service your Alipay Merchant Account, (ii) investigate or prevent fraud, or (iii) collect a debt.  We will not use autodialed or prerecorded calls or texts to contact you for marketing purposes unless we receive your prior express written consent.  We may share your mobile phone number with service providers with whom we contract to assist us with the activities listed above, but we will not share your mobile phone number with third parties for their own purposes without your consent.  You do not have to agree to receive autodialed or prerecorded calls or texts to your telephone number in order to use and enjoy the products and services offered by Alipay US.  You can decline to receive autodialed or prerecorded calls or texts to your telephone number by contacting the Alipay Global Merchant Management Team.  Standard telephone minute and text charges may apply.

19. FEEDBACK, QUERIES, AND COMPLAINTS. If you have any feedback, questions or complaints, contact the Alipay Global Merchant Management Team. If you’d like to make a complaint, please clearly indicate that you wish to make a complaint. This helps us to distinguish a complaint from a typical query. We may send an acknowledgement of your complaint or request additional information from you regarding your complaint. For additional information regarding Alipay US, including its money transmission licenses and regulators, please visit https://global.alipay.com/doc/platform/qd977g.  

20. DISPUTE RESOLUTION.  PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH US AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

a) Agreement to Arbitrate. You agree that any dispute between you and Alipay US or its Affiliates arising out of or relating to these Terms and Conditions or the Alipay Merchant Services (collectively, “Disputes”) will be governed by the arbitration procedure outlined below, except as set forth under Exceptions to Agreement to Arbitrate below.

b) Governing Law.  Except as otherwise required by Applicable Law, the Terms and Conditions and the resolution of any Disputes shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles.  

c) Informal Dispute Resolution. We want to address your concerns without needing a formal legal case.  Before filing a claim against Alipay US or its Affiliates, you agree to try to resolve the Dispute informally by contacting compliance_dept@service.alipay.com.  We will try to resolve the Dispute informally by contacting you through email.  If a Dispute is not resolved within 15 days after submission, you or Alipay US may bring a formal proceeding.

d) Opt-out of Agreement to Arbitrate. You can decline this agreement to arbitrate by contacting compliance_dept@service.alipay.com within 30 days of first accepting these Terms and Conditions and stating that you (include your first and last name) decline this arbitration agreement.

e) Arbitration Procedures.  The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect.  Arbitration will be handled by a sole arbitrator in accordance with those rules.  The arbitration will be held in the United States county where you live or work, San Francisco, California, or any other location we agree to.

f) Arbitration Fees. The AAA rules will govern payment of all arbitration fees.

g) Exceptions to Agreement to Arbitrate.  Either you or Alipay US may assert claims, if they qualify, in small claims court in San Francisco, California, or any United States county where you live or work.  Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Alipay Merchant Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright or patent rights) without first engaging in arbitration or the informal dispute-resolution process described above.

h) No Class Actions.  You may only resolve Disputes with Alipay US on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.  Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under our agreement.

i) Judicial Forum for Disputes.  Except as otherwise required by Applicable Law, in the event that the agreement to arbitrate is found not to apply to you or your claim, you and Alipay US agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of San Francisco County, California.  Both you and Alipay US consent to venue and personal jurisdiction there.  We both agree to waive our right to a jury trial.

j) Limitation on Claims.  Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to these Terms and Conditions or the Alipay Merchant Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

21. MISCELLANEOUS

a) No person other than the registered user of the Alipay Merchant Account shall have any rights under these Terms and Conditions.  

b) Your use of the Alipay Merchant Services is personal to you and you may not assign any rights or obligations you have under these Terms and Conditions without Alipay US’ prior written consent.  Alipay may transfer or assign these Terms and Conditions or any right or obligation under these Terms and Conditions at any time.  

c) If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.

d) Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or paragraph.

e) Any failure by Alipay US to exercise any of our rights under these Terms and Conditions shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.

Schedule E

RESTRICTED ACTIVITIES

This Schedule E is applicable to all Alipay Merchant Services.

1. In connection with your use of our websites, your Alipay Merchant Account, the Alipay Merchant Services, or in the course of your interactions with Alipay US, other Alipay US users, or third parties, you will not:  

• Breach these Terms and Conditions, any other agreement between you and Alipay US, or violate any Alipay US policy.

• Violate any law, statute, ordinance, or regulation (for example, those governing financial services, fraud, Office of Foreign Assets Control, money laundering and terrorism financing, consumer protections, unfair competition, anti-discrimination or false advertising).

• Infringe Alipay US' or any third party's copyright, patent, trademark, trade secret or other intellectual property rights, or rights of publicity or privacy.

• Act in a manner that is defamatory, trade libelous, threatening or harassing.

• Provide false, inaccurate or misleading information.

• Send or receive what we reasonably believe to be potentially fraudulent funds.

• Refuse to cooperate in an investigation or provide confirmation of your identity or any information you provide to us.

• Attempt to double dip during the course of a dispute by receiving or attempting to receive funds from both Alipay US and any third party for the same transaction.

• Control an Alipay Merchant Account that is linked to another Alipay Merchant Account that has engaged in any of these restricted activities.

• Conduct your business or use the Alipay Merchant Services in a manner that results in or may result in complaints.

• Allow your Alipay Merchant Account to have a negative balance.

• Access the Alipay Merchant Services from a country that is not the United States.

• Take any action that imposes an unreasonable or disproportionately large load on our websites, software, systems (including any networks and servers used to provide any of the Alipay Merchant Services) operated by us or on our behalf or the Alipay Merchant Services; facilitate any viruses, trojan horses, malware, worms or other computer programming routines that attempts to or may damage, disrupt, corrupt, misuse, detrimentally interfere with, surreptitiously intercept or expropriate, or gain unauthorized access to any system, data, information or Alipay Merchant Services; use an anonymizing proxy; use any robot, spider, other automatic device, or manual process to monitor or copy our websites without our prior written permission; or use any device, software or routine to bypass our robot exclusion headers; or interfere or disrupt or attempt to interfere with or disrupt our websites, software, systems (including any networks and servers used to provide any of the Alipay Merchant Services) operated by us or on our behalf, any of the Alipay Merchant Services or other users’ use of any of the Alipay Merchant Services.

• Take any action that may cause us to lose any of the services from our Internet service providers, payment processors, or other suppliers or service providers.

• Circumvent any Alipay US policy or determinations about your Alipay Merchant Account such as temporary or indefinite suspensions or other account holds, limitations or restrictions, including, but not limited to, engaging in the following actions: attempting to create new or additional Alipay Merchant Account(s) when an Account has a negative balance or has been restricted, suspended or otherwise limited; creating new or additional Alipay Merchant Accounts using information that is not your own (e.g. name, address, email address, etc.); or using someone else’s Alipay Merchant Account.

• Harass and/or threaten our employees, agents, or other users.

• Use the Alipay Merchant Services or website for any illegal, fraudulent or other prohibited activity.  

2. It is strictly forbidden to make or receive payments as consideration for or in connection with the sales listed as prohibited or restricted. For more information, see Alipay Prohibited and Restricted Sales List.

It is strictly forbidden to use the Alipay Merchant Services for any illegal purposes including but not limited to fraud and money laundering. We will report any suspicious activity to the relevant law enforcement agency. You are prohibited from using the Alipay Merchant Services in any attempt to abuse, exploit or circumvent any law or regulation that applies to the use of your account, Alipay US or any of its service providers.  

3. You may not use the Alipay Merchant Services if you are residing, working or conducting business in any country restricted by the U.S. Office of Foreign Assets Control, or subject to sanctions imposed under Applicable Law. We may in our sole discretion decide to discontinue or restrict our services to residents of other countries at any time and without prior notice.

4. We reserve the right to suspend or terminate your use of the Alipay Merchant Services at any time if we reasonably believe that we are required to do so by Applicable Law.

5. If Alipay US suspects that you have engaged in any of the activities or transactions listed above, we may take a number of actions to protect Alipay US, its customers and others at any time in our sole discretion.  The actions we may take include, but are not limited to, the following:

• Terminate these Terms and Conditions and/or close or suspend your Alipay Merchant Account, and we may refuse to provide the Alipay Merchant Services to you in the future.  

• Limit your access to our websites, software, systems (including any networks and servers used to provide any of the Alipay Merchant Services ) operated by us or on our behalf, your Alipay Merchant Account, or any of the Alipay Merchant Services, including limiting your ability to receive settlement funds or restricting your ability to make withdrawals.

• Hold your Alipay Merchant Account balance for up to 180 days if reasonably needed to protect against the risk of liability;

• Contact your bank, other impacted third parties or law enforcement about your actions.

• Update inaccurate information you provided us.

• Take legal action against you.

• Reverse a transaction.

If we close your Alipay Merchant Account or terminate your use of the Alipay Merchant Services for any reason, we'll provide you with notice of our actions and make any unrestricted funds held in your Alipay Merchant Account available for withdrawal.

Unless specifically provided otherwise in these Terms and Conditions, you are responsible for all reversals, chargebacks, claims, fees, fines, penalties and other liability incurred by Alipay US, any Alipay US user, or a third party caused by or arising out of your breach of these Terms and Conditions, and/or your use of the Alipay Merchant Services. You agree to reimburse Alipay US, any Alipay US user, or a third party for any and all such liability.

Schedule F

DEFINITIONS

Various terms in these Terms and Conditions have a defined meaning as set out in the table below. Words importing the singular shall include the plural and vice versa.