Alipay Global Open Platform Membership Agreement (United States)
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 services (“AUS Services”) offered by AUS Merchant Services, Inc. (“AUS”, “us” or “we”) and its affiliates. This Agreement is made between you and AUS for your use of the Alipay Global Open Platform. You acknowledge that you have read this Agreement prior to your use of the Alipay Global Open Platform. If you do not accept all of the terms and conditions, please do not continue with the registration process.
2 REGISTRATION
2.1 If you have already signed up for an account on a website owned by an affiliate of AUS, you may use the same username and password to log into the Alipay Global Open Platform and create the account for the AUS Services (“Alipay Account”). If you do not currently have a qualified account with an Alipay entity, you need to register with AUS and create an Alipay Account. By choosing to register via your account on the Alipay website, you hereby authorize us to collect and use 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”), including information that you have previously provided to our affiliate, if applicable. You are responsible for providing accurate registration information and for keeping your registration information up to date in the event of changes. We may verify your registration 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 you provide will be used to determine if you are eligible to begin and/or continue to use the AUS Services. We reserve the right to limit or suspend your access to AUS Services in the event we are unable to obtain or verify your information.
3 USERNAME AND PASSWORD
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 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 to other persons. You acknowledge that sharing of your username and password with other persons ("multiple use") may cause irreparable harm to us or our affiliates and you shall indemnify us or our affiliates against any loss or damages suffered by us or our affiliates as a result of such multiple use. If other 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 transactions and fees incurred by 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 are a business entity, you agree that all officers, employees, agents, representatives and others having access to the username and/or password have been duly authorized by you to access the Alipay Global Open Platform on your behalf and to 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 the business' user name 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 PRIVACY
The Privacy Policy, which is available at https://global.alipay.com/doc/platform/privacy, sets out some or all of the ways we may collect, use, disclose, and manage your Personal Information in relation to your use of the Alipay Global Open Platform and AUS Services pursuant to this Agreement. You understand and acknowledge that, to the extent permitted by applicable law, any data you provide to us in connection with this Agreement may be shared with our affiliates in order to perform the obligations under this Agreement and for the purpose of providing you with AUS Services and/or other related services.
6 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 reserves 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.
7 INDEMNIFICATION
You agree to indemnify AUS and our affiliates and our 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. AUS 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 AUS in asserting any available defenses.
8 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 AUS and our affiliates liable for:
a) System suspension which has been announced by AUS 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 be prevented or avoided and beyond the reasonable control of AUS 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, act or omission of a government authority prohibiting or impeding AUS (or its affiliates or agents) from performing its obligations, including order of a domestic or foreign court or tribunal, governmental restriction, sanctions, restriction on foreign exchange controls, etc., 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 control of the affected Party and only for as long as such event(s) persist.
9 DISCLAIMER AND LIMITATION OF LIABILITY
9.1 You agree that all risks arising from your use of the Alipay Global Open Platform will be borne by you.
9.2 AUS 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.
9.3 Except as expressly provided in this agreement and to the full 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.
9.4 To the full extent permitted by law, AUS 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, AUS’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 AUS 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 AUS for AUS 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.
10 ANTI-MONEY LAUNDERING AND ANTI TERROR FINANCING POLICY
10.1 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.
10.2 It is the policy of AUS 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. AUS 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.
11 CHANGE OF LAW
If AUS 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, AUS or its affiliates to incur material incremental costs to comply with the change, or will prohibit AUS or its affiliates from performing material obligations under this Agreement, then AUS will modify any provision of this Agreement as may be necessary to enable AUS 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 AUS to terminate this Agreement immediately, AUS has the right to terminate the Agreement immediately by written notice to you.
12 JURISDICTION AND CHOICE OF LAW
This Agreement shall be governed by with the laws of New York 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 AUS shall be finally resolved by arbitration conducted in New York City in accordance with the American Arbitration Association Commercial Arbitration Rules in force when a Notice of Arbitration (as defined therein) is submitted in accordance with the said Rules. The arbitration panel shall consist of one single arbitrator. The arbitration shall be conducted in English. The arbitration award according to this clause shall be final and binding on all the relevant parties.
13 GENERAL PROVISIONS
13.1 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.
13.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
13.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
13.4 Any failure by AUS 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.
13.5 AUS 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. AUS 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.
13.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.
(As of November 30, 2023)