Alipay Global Open Platform Membership Agreement
1. ACCEPTANCE OF TERMS
1.1 This Agreement sets out the terms and conditions of your access to the website (“Alipay Global Open Platform”) through which you may access the certain services offered by Alipay Singapore E-Commerce Private Limited (“Alipay SG”, “us” or “we”) and its affiliates from time to time via the Alipay Global Open Platform (“Alipay Services”) and constitutes a legally binding agreement. This Agreement is made between you and us for your use of the Alipay Global Open Platform, since the Alipay Global Open Platform is owned by Alipay SG. By using the Alipay Services, you acknowledge that you have read and understood this Agreement. If you do not accept all of the terms and conditions, please do not continue with the registration process and/or continue to use the Alipay Services.
HONG KONG SPECIFIC CLAUSE: If you have entered into an Alipay Service Contract with Alipay Payment Services (HK) Limited (“AlipayHK”) in relation to the provision of Alipay Services in Hong Kong, your use of the Alipay Global Open Platform shall be governed by the Alipay Service Contract. In such case, the Alipay Global Open Platform is offered by Alipay SG on behalf of AlipayHK. In the event of any inconsistency between this Agreement and the Alipay Service Contract, the Alipay Service Contract shall prevail.
1.2 We may amend this Agreement and other policies at any time by posting an updated version on https://global.alipay.com/docs/ac/Platform/membership. The updated version of this Agreement and other policies we may post from time to time shall take effect immediately upon posting. Your continuous use of Alipay Services constitutes confirmation that you agree to be bound by this Agreement (as amended from time to time) and other policies we publish as may be amended from time to time.
2.1 If you have already signed up for an account on a website owned by Alipay.com Co., Ltd., an affiliate of Alipay SG (“Alipay.com Co.”), you may use the same username and password to log into the Alipay Global Open Platform and create the account for the Alipay Services (“Alipay Account”). If you are not a member of Alipay.com Co., unless you have been separately provided with your username and password by an administrator of the Alipay Global Open Platform, you need to register with Alipay SG and create an Alipay Account. By choosing to register via your account on the website owned by Alipay.com Co., or by logging in to your account using the username and password provided by an administrator, you hereby acknowledge and authorize our collection and use of the account information (which may include personal information such as the real names, dates of birth, identification card or passport numbers, residential addresses, email addresses, phone numbers, etc. of company officers, representatives, shareholders and board directors, etc. (“Personal Information”)) that you provide to us or that you have previously provided to another Affiliate of Alipay SG. You are responsible for providing accurate registration/login information and for keeping your registration/login information up to date in the event of changes. We may verify your registration/login information and such other information as deemed appropriate by us. You agree to provide all necessary information and render all reasonable assistance and cooperation that we may require in order to complete the verification. The information we collect will be used to determine if you are eligible to begin and/or continue to use the Alipay Services. We reserve the right to limit or suspend your access to Alipay Services in the event we are unable to obtain or verify your information.
3. ACCOUNT CONTROLS
3.1 You shall be solely responsible for: a) maintaining the confidentiality of your username and password; b) all transactions and activities that occur under your username and password; and c) any and all consequences of use or misuse of your username and password.
3.2 If you are a business entity and provided that we have enabled such function on the Alipay Global Open Platform, you may appoint your officers, employees, agents, representatives and other persons who are designated and duly authorized by you (“Authorised Users”) to access the Alipay Global Open Platform and use the Alipay Services on your behalf pursuant to this Agreement. Each such Authorised User shall be deemed to have accepted this Agreement and references to “you” and “your” shall (where the context admits) be read as including your Authorised Users. Your username and password is unique to your use of the Alipay Global Open Platform and you shall not share, assign or permit the use of your username and password, or otherwise grant access to your Alipay Account, except as permitted under this Agreement. You acknowledge that the use of your username and password by persons other than Authorized Users (“unauthorized persons”) may cause irreparable harm to us and/or our affiliates and you shall indemnify us and/or our affiliates against any loss or damages suffered by us and/or our affiliates as a result of such unauthorized use. If unauthorized persons access the Alipay Global Open Platform using your username and password, we will treat this as if you have authorized such use and you will be responsible for any and all transactions and fees incurred by, or any other consequences arising from, such use. You undertake to notify us immediately of any unauthorized use of or access to the Alipay Global Open Platform or any other breach of security.
3.3 If you have appointed Authorized Users, you represent and warrant that all Authorised Users have been duly authorised by you to access the Alipay Global Open Platform on your behalf and can legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, that access the Alipay Global Open Platform using your (or an Authorised User’s) username and password.
4. YOUR RESPONSIBILITIES
4.1 You will use the Alipay Global Open Platform in good faith and in compliance with all applicable laws and regulations.
4.2 The information and material you provide in connection with the use of the Alipay Global Open Platform is true, lawful and accurate, and is not false, misleading or deceptive.
4.3 You shall not use the Alipay Global Open Platform to defraud us, our affiliates or other members or users, or Service Providers, or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law).
4.4 You shall not use the Alipay Global Open Platform for any illegal activities or in a manner that may result in complaints, disputes, claims, penalties or other liability to us, other users or third parties or may be regarded as an abuse of the Alipay Global Open Platform.
4.5 If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may suspend or restrict your access to the Alipay Global Open Platform, or terminate this Agreement and refuse to provide access to the Alipay Global Open Platform to you. We may also place a hold on your balance in your Alipay Account if reasonably needed to protect against the risk of liability, or take legal action against you.
5.1 Except for the purposes set out under this Agreement or in such other written agreement signed between you and us or our affiliate:
a) You shall not disclose or make available to us through the Alipay Global Open Platform any personal information including those of your agents, representatives, employees or customers.
b) You shall ensure that all information disclosed and/or transferred to us has been properly anonymized such that it no longer constitutes personally identifiable information or personal data under applicable laws nor subject to any obligations under applicable privacy or data protection laws.
6. INTELLECTUAL PROPERTY
The trademarks, logos, trade names and service marks, whether registered or unregistered (collectively the "Trademarks") displayed on the Alipay Global Open Platform are Trademarks of Alipay SG or its associated parties. Nothing contained on this Alipay Global Open Platform should be construed as granting by implication or otherwise, any license or right to use any of the Trademarks without the written permission of Alipay SG or such associated party or third party that may own the Trademark. All content available on the Alipay Global Open Platform, including but not limited to text, graphics, photographs, sounds, music, videos, user manuals, information, applications, source codes, and the layout of the Alipay Global Open Platform (“the Content”), is protected by applicable intellectual property laws. The Content or the underlying intellectual property rights are owned by Alipay SG or its associated parties, or are used by Alipay SG under a license or with permission. You may not use, copy, publish, distribute, license, reverse engineer, edit or modify the Content, unless such rights are expressly granted to you by agreement. Alipay SG reserves the right to take actions and seek the appropriate remedy against you for any unauthorized use of materials subject of intellectual property protection.
7. LIMITATION OF SERVICE
Notwithstanding any limitations described elsewhere in this Agreement, we may establish general practices and limits concerning use of the Alipay Global Open Platform. We reserve the right to change, suspend or discontinue any aspect of the Alipay Global Open Platform at any time, including hours of operation or availability of the Alipay Global Open Platform or any Alipay Global Open Platform feature, without notice and without liability. We also reserve the right to impose limits on certain Alipay Global Open Platform features or restrict access to some or all of the Alipay Global Open Platform features without notice and without liability or to terminate or suspend your use of the Alipay Global Open Platform without notice and without liability.
You agree to indemnify Alipay SG and our affiliates and their respective employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Alipay Global Open Platform or from your breach of this Agreement. Alipay SG 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 SG in asserting any available defenses.
9. SUSPENSION OR BREAKDOWN OF SYSTEMS
If you are unable to use the Alipay Global Open Platform as a result of improper operation of the systems due to any of the following reasons, you agree you will not hold Alipay SG and our affiliates liable for:
a) System suspension which has been announced by Alipay SG in advance; or
b) Failure in data transmission and system operations due to Force Majeure Event. For the avoidance of doubt, “Force Majeure Event” means an event that is not foreseeable, the consequence of which cannot reasonably be prevented or avoided and beyond the reasonable control of Alipay SG other than due to its fault or negligence, which includes, without limitation to, acts of god, fire, computer virus, defect in design of instrumental software, attack by hacker, change in laws or policies, major outages of a telecommunication carrier’s network connections, interface incidents of partner banks and financial institutions, gateway incidents of mobile carriers, unexpected incidents resulting from changes in users’ systems, unexpectedly large increases in traffic volume, and governmental authority intervention that results in the seizure or confiscation of platform or systems, in each case to the extent used in or necessary for the availability of the Alipay Global Open Platform and only to the extent such event(s) are beyond the reasonable control of the affected Party and only for as long as such event(s) persist.
10. DISCLAIMER AND LIMITATION OF LIABILITY
10.1 You agree that all risks arising from your use of the Alipay Global Open Platform will be borne by you.
10.2 Alipay SG makes no warranty regarding the Alipay Global Open Platform under this Agreement, including but not limited to: a) the Alipay Global Open Platform features will meet your requirements; b) the Alipay Global Open Platform availability will be uninterrupted, timely or error free; or c) any products, information or material obtained by you in connection with the Alipay Global Open Platform will meet your requirements.
10.3 Except as expressly provided in this agreement and to the fullest extent permitted by law, the Alipay Global Open Platform is provided "as is", "as available" and “with all faults”. All such warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.
10.4 To the fullest extent permitted by law, Alipay SG and our affiliates shall not be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from your use of or inability to use the Alipay Global Open Platform. Notwithstanding anything in this Agreement to the contrary, Alipay SG’s cumulative liability, including for claims, expenses, damages or indemnity obligations under or in connection with its obligations under this Agreement and with respect to Alipay Services and your use of Alipay Global Open Platform, will not exceed the lesser of (a) USD$500,000 or (b) the total fees payable by you to Alipay SG for Alipay Services and for access to Alipay Global Open Platform provided in the calendar months (up to six (6) complete calendar months) preceding the date of the event giving rise to the claim upon which liability is based.
11. ANTI-MONEY LAUNDERING AND ANTI TERROR FINANCING POLICY
11.1 You are required to keep your accounts and contact information current at all times. Any account found to contain incorrect and/or outdated information will be suspended.
11.2 It is the policy of Alipay SG to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing of terrorist or criminal activities. Alipay SG is committed to anti money laundering compliance in accordance with applicable law and requires its directors, officers and employees to adhere to these standards in preventing the use of its products and services for money laundering purposes.
12. CHANGE OF LAW
If Alipay SG 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 SG or its affiliates to incur material incremental costs to comply with the change, or will prohibit Alipay SG or its affiliates from performing material obligations under this Agreement, then Alipay SG will modify any provision of this Agreement as may be necessary to enable Alipay SG or its affiliates to comply with the Change in Law, as applicable. Notwithstanding anything contrary in this Agreement, in the event that any Change in Law requires Alipay SG to terminate this Agreement immediately, Alipay SG has the right to terminate the Agreement immediately by written notice to you.
13. JURISDICTION AND CHOICE OF LAW
This Agreement shall be governed by with the laws of the Singapore without regard to conflict of law principles. You irrevocably consent any dispute or claim arises from or in connection with this Agreement or your use of the Alipay Global Open Platform, the relevant parties shall resolve such dispute through amicable negotiations. If such dispute is still not resolved, such dispute between you and Alipay SG shall be finally resolved by arbitration with the Singapore International Arbitration Centre (“SIAC”). If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the rules of the SIAC in force at the time of applying for arbitration as amended by this clause. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English and in Singapore. The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.
14. GENERAL PROVISIONS
14.1 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.
14.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
14.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
14.4 Any failure by Alipay SG to exercise any of our rights under this Agreement 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.
14.5 Alipay SG shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Alipay SG may delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign or delegate, in whole or part, this Agreement to any person or entity.
14.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.