Alipay+™ International Mini Program Development Platform Terms of Service
Updated in July 2022
1. ACCEPTANCE OF TERMS
1.1 This Agreement sets out the terms and conditions of your access to the Alipay+TM International Mini Program Development Platform at https://miniprogram.alipay.com/ website (the “Platform”) of Advanced Plus Technologies Pte. Ltd. and its affiliates (“us”, “our” or “we”). You acknowledge that you have read this Agreement prior to your use of the Platform, including the Mini Program Studio (the “Studio”). If you do not accept all of the terms and conditions, please do not continue with the registration process.
1.2 We may amend this Agreement (including its schedules, appendices and amendments) and other policies at any time by posting an updated version. 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 the Platform constitutes confirmation that you agree to be bound by this Agreement and other policies we publish as may be amended from time to time.
2.1 By choosing to login via your account on the Platform, you hereby acknowledge and authorize our collection and use of the account information which may include information such as the names, email addresses, etc. of company officers, representatives, shareholders and board directors, etc. We may verify your 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 Platform. We reserve the right to limit or suspend your access to the Platform 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 are unique to your use of the 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 Platform using your username and password, we will treat this as if you have authorized such use and you will be responsible for any consequences incurred by such use. You undertake to notify us immediately of any unauthorized use of or access to the 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 Platform on your behalf and to legally bind you. You shall be responsible for all actions by your current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, that access the Platform using the business user name and password.
4. YOUR RESPONSIBILITIES
4.1 You will use the Platform in good faith and in compliance with all applicable laws and regulations.
4.2 You confirm that the information and materials you provide in connection with the use of the Platform are true, lawful and accurate, and are not false, misleading or deceptive.
4.3 You shall not use the Platform to defraud us, our affiliates or other members or users, or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law).
4.4 You shall not use the 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 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 Platform, or terminate this Agreement and refuse to provide access to the Platform to you.
5. NO PERSONAL INFORMATION
Except for the purposes set out under this Agreement, you shall not disclose or make available to us through the Platform any personal information including those of your agents, representatives, employees, or customers etc. You shall ensure that all information disclosed and/or transferred to us has been properly anonymized or altered 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. You understand and acknowledge that 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 the access to and use of the Platform, including the Studio, and/or other related services.
6. INTELLECTUAL PROPERTY RIGHTS AND LICENSING
6.1 The trademarks, logos, trade names and service marks, whether registered or unregistered (collectively the "Trademarks") displayed on the Platform are Trademarks of us or our associated parties. Nothing contained on the 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 us or our associated parties.
6.2 All content available on the Platform, including but not limited to text, graphics, photographs, sounds, music, videos, user manuals, information, applications, documentation, the Studio, APIs, and the layout of the Platform (the “Content”), is protected by applicable intellectual property laws. The Content or the underlying intellectual property rights are owned by us or our associated parties, or are used by us under a license or with permission including any intellectual property rights that subsist in the Studio. You may not copy, publish, distribute, license, edit, modify or use the Content in any manner, unless such rights are expressly granted to you by agreement.
6.3 We hereby grant you a limited, worldwide, royalty-free, non-exclusive, revocable, non-sublicenseable, non-transferable license to use the Studio made available on the Platform, solely to develop mini-programs for implementation on platforms operated by us or our associated parties. You may not use the Studio made available on the Platform to develop applications for other platforms or to develop another software development kit (“SDK”). You may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Studio or any part of the Studio, except as expressly provided under this Agreement.
6.4 You shall not provide the Content (or any part thereof) to any third parties. We reserve the right to take actions and seek the appropriate remedy against you for any unauthorized use of the Content.
6.5 We agree that we obtain no right, title or interest from you (or your licensors) under this Agreement in or to any software applications that you develop using the Studio, including any intellectual property rights that subsist in those applications. You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through any software applications that you develop using the Studio, and for the consequences of your actions (including any loss or damage which we may suffer) by doing so.
7. LIMITATION OF SERVICE
7.1 Notwithstanding any limitations described elsewhere in this Agreement, we may establish general practices and limits concerning use of the Platform. We reserve the right to change, suspend or discontinue any aspect of the Platform at any time, including hours of operation or availability of the Platform or any features of the Platform, without notice and without liability.
7.2 We also reserve the right to impose limits on certain Platform features or restrict access to some or all of the Platform features without notice and without liability or to terminate or suspend your use of the Platform without notice and without liability.
7.3 If you require other services of ours not mentioned in this Agreement (such as the implementation and management of mini-programs on our platforms), that will be subject to separate agreements.
You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under this Agreement, any applicable third-party contract or any applicable law or regulation, and for the consequences (including any loss or damage which we or any third party may suffer) of any such breach.
You agree to indemnify us 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 Platform or from your breach of this Agreement. We reserve 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 us in asserting any available defenses.
9. SUSPENSION OR BREAKDOWN OF SYSTEMS
If you are unable to use the Platform as a result of improper operation of the systems due to any of the following reasons, you agree you will not hold us and our affiliates liable for:
a) System suspension which has been announced by us 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 a Party 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 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.
10. DISCLAIMER AND LIMITATION OF LIABILITY
10.1 You agree that all risks arising from your use of the Platform will be borne by you.
10.2 We make no warranty regarding the Platform (including but not limited to the Studio or any documentation) under this Agreement, including but not limited to: a) the Platform features will meet your requirements; b) the Platform availability will be uninterrupted, timely or error free; or c) any products, information or material obtained by you in connection with the Platform will meet your requirements.
10.3 Except as expressly provided in this agreement and to the full extent permitted by law, the Platform is provided "as is", "as available" and “with all faults”. Your use of the Studio and any material downloaded or otherwise obtained through the use of the Studio is at your own discretion and risk and you are solely responsible for any damage to your computer system or other device or loss of data that results from such use. We further expressly disclaim all warranties and conditions of any kind, whether express or implied.
10.4 To the full extent permitted by law, we and our affiliates shall not be liable under any theory of tort, contract, strict liability or other legal or equitable theory for lost profits, 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 Platform. Notwithstanding anything in this Agreement to the contrary, to the extent our liability cannot be fully excluded under applicable laws, our cumulative liability, including for claims, expenses, damages or indemnity obligations under or in connection with its obligations under this Agreement and your use of the Platform, will not exceed USD$10,000.
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 our policy 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. We are committed to anti money laundering compliance in accordance with applicable laws and requires our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes.
12.1 This Agreement will continue to apply until terminated by either you or us as set out below.
12.2 If you want to terminate this Agreement, you may do so by ceasing your use of the Platform and any relevant developer credentials.
12.3 We may at any time, terminate this Agreement with you if: (A) you have breached any provision of this Agreement; or (B) we are required to do so by law; or (C) we decide to no longer provide the Studio or certain parts of the Platform to users in the country in which you are resident or from which you use the service, or the provision of the Studio or certain Platform services to you by us is, in our sole discretion, no longer commercially viable.
12.4 When this Agreement comes to an end, all of the legal rights, obligations and liabilities that you and us have benefited from, been subject to (or which have accrued over time whilst this Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14 shall continue to apply to such rights, obligations and liabilities indefinitely.
13. CHANGE OF LAW
If we or our affiliates reasonably conclude that any change in any applicable laws, including but not limited to any applicable government authority’s ruling, notice, policy or guidance (“Change in Law”) requires, or will require, us or our affiliates to incur material incremental costs to comply with the change, or will prohibit us or our from performing material obligations under this Agreement, then we will modify any provision of this Agreement as may be necessary to enable us or our 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 us to terminate this Agreement immediately, hawse have the right to terminate the Agreement immediately by written notice to you.
14. 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 Platform, the relevant parties shall resolve such dispute through amicable negotiations. If such dispute is still not resolved, such dispute between you and us 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.
15. GENERAL PROVISIONS
15.1 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.
15.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
15.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
15.4 Any failure by us 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.
15.5 We 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. We 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.
15.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.
APPENDIX 1: Partner Digital Services Merchant Agreement (applicable for publishing the Mini Program to our recognized traffic sources/mobile apps)
APPENDIX 2: Agreement on Personal Information Compliance and Data Security Requirements (applicable when the Mini Program is to be published to Alipay CN (支付宝) App)
APPENDIX 1 PARTNER DIGITAL SERVICES MERCHANT AGREEMENT
Updated in June 2022
(The below is only applicable when you are about to publish the Mini Program to our recognized traffic sources/mobile apps.)
Under this Partner Digital Services Merchant Agreement (the “Agreement”), you (hereinafter referred to as Developer or Merchant) will make available your qualified mini programs or other programs developed via our platform to the Traffic Source (as defined below) as reviewed and approved by Advanced Plus Technologies Pte. Ltd. (a company incorporated in Singapore, “APT”). Your continued use of the services provided by APT here will be deemed your full consent to entering into this Agreement with APT on the date of your signing up (the “Effective Date”).
(A) APT provides certain services (the “Partner Digital Services”) that empowers the digitalization of the merchants and facilitates the distribution of or otherwise provides technical and marketing supports relating to: (1) mini programs developed by it or its Affiliates; and (2) mini programs and other programs and applications by merchants or developers, via an operation platform under the name of “Alipay+ D-store” (the “Alipay+ D-store”).
(B) APT desires to provide Partners Digital Services to Merchant for the development and distribution of its Flagship Digital Store (defined below).
(C) Merchant desires to make available its qualified mini programs or other programs (each a “Flagship Digital Store”) to Traffic Source(s) for use by End Users, on the terms and subject to the conditions set out in this Agreement.
1. Alipay+ D-store
1.1 In consideration of the mutual obligations of this Agreement,
(a) APT shall provide Merchant with access to Alipay+ D-store which will:
(i) enableMerchant (or a third-party vendor appointed by Merchant (“Authorised Vendor”) to create, develop and/or publish its Flagship Digital Store;
(ii) enable Flagship Digital Store to be uploaded to Alipay+ D-store for Traffic Sources to view and access, in order for its Flagship Digital Store to be made available on the Traffic Sources;
(iii) upon request of the Merchant and/or the Authorised Vendor, to allow the Flagship Digital Store to be developed and operated based on the design template of Alipay+ D-store (the “UIUX Design Template”), the details of which shall be set forth in Schedule 1 (the “Value-added Services Addendum”); and
(iv) any other technical and marketing supports which APT may provide Merchant and/or the Authorised Vendor in connection with the above, the details of which shall also be set forth in Schedule 1.
(b) Merchant shall:
(i) access and use Alipay+ D-store according to clause 1.2; and
(ii) deploy its Flagship Digital Store on Alipay+ D-store according to clause 2 below.
1.2 Access to and Use of Alipay+ D-store
To gain access to and upload Flagship Digital Store to the Alipay+ D-store, Merchant must follow these procedures:
(a) after a Flagship Digital Store has been developed, upload such Flagship Digital Store to the Alipay+ D-store together with Merchant’sselection of the Traffic Source(s) who are permitted to publish such Flagship Digital Store on their Traffic Source(s) for access by their End Users (the “Target Traffic Source(s)”);
(b) the Flagship Digital Store shall then undergo a review and is (together with the list of Target Traffic Sources) required to be approved by APT in accordance with clause 5. Upon approval, APT will notify Merchant and the Target Traffic Source(s)selected by Merchant of such approval;
(c) upon being notified, such Target Traffic Source(s)may proceed to approve the Flagship Digital Storebeing published on their relevant Traffic Source(s); and
(d) once approved by such Target Traffic Source(s),proceed to perform a grayscale release and a final release in order for the Flagship Digital Store to be published on the relevant Traffic Source(s) of the Target Traffic Sources.
For the avoidance of doubt, APT shall have full discretion to determine the list of Traffic Source(s) (e.g. which Traffic Source(s) shall be, whether some or all of the Target Traffic Sources etc.) who are permitted to publish Flagship Digital Stores. APT shall also have full discretion to determine if a Flagship Digital Store shall be made available within the Traffic Source selected by Merchant.
1.3 Payment Services
If a Flagship Digital Store enables End Users to accept payments for purchase goods or services (including access to or use of the Flagship Digital Store) from Merchant (“Payments”), Merchant agrees that it must have a valid and effective payment services agreement (“Payment Services Agreement”) with an acquirer (“Acquirer”) for payment and settlement services to support the Payments.
For the avoidance of doubt, notwithstanding anything to the contrary set forth here, all terms and conditions (including Payment Terms) between Merchant and the Acquirer governing the payment and settlement services to support Payments are set out in the relevant Payment Services Agreement and not in this Agreement. APT by providing the Partner Digital Services, Alipay+ D-store, UIUX Design Template (if any) and other services under this Agreement shall not be deemed as conducting any licencing activities about Payments in Singapore or in any other country/region where the Flagship Digital Store will be published.
Where the Merchant or its Authorised Vendor uses UIUX Design Template for its Flagship Digital Store, the Merchant shall also provide necessary information and authorisation to APT so that Alipay+ D-store could call for payment API(s) of the respective Acquirer(s) to send and receive data required to enable the Payments.
1.4 Variation of this Agreement
APT reserves the right, in its sole discretion, to make changes that materially adversely affect the use by the Merchant of Alipay+ D-store and any services hereunder at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that it deems unsafe, inappropriate, or offensive. For those changes, APT will post a notice via Alipay+ D-store and continued access to or use of such services after APT provides such notice constitutes acceptance by the Merchant of the changes and consent to be bound by those changes. If the Merchant does not agree to be bounded by those changes, it must stop accessing and using any and all of such services and provide us a notice for termination according to clause 15.
2. Merchant Rights and Obligations
2.1 Service Description
When Flagship Digital Store is uploaded and deployed to the Alipay+ D-store, Merchant must:
(a) where Merchant grant access to Authorised Vendors to the Alipay+ D-store to create, develop and/or publish its Flagship Digital Store, be fully responsible for monitoring their actions on the Alipay+ D-store (which shall be deemed to be taken on Merchant’s behalf) to ensure they are in accordance with this Agreement and applicable law;
(b) be responsible for monitoring and configuring its Flagship Digital Store, including any upload, Update, Upgrade or removal, when required under this Agreement or applicable law;
(c) where the Traffic Source requires Merchant to enter into Traffic Source terms prior to publishing Flagship Digital Store on their Traffic Source, enter into and comply with the relevant Traffic Source terms;
(d) provide and be responsible for all infrastructure required to host data and/or other information (and related services) required for Flagship Digital Store and its ongoing operation or any services provided in relation to it (the “Backend Infrastructure”) and ensure such Backend Infrastructure (and processing of data using that infrastructure) comply with all applicable laws and regulations;
(e) establish a communication channel with the Traffic Source(s) who have published Flagship Digital Store(s) to provide service support and manage complaints and enquiries from Traffic Source(s);
(f) provide customer service support to End Users;
(g) where an Update of a Flagship Digital Store is required, to provide such Update by way of the Backend Infrastructure;
(h) where an Upgrade of Flagship Digital Store is required, to upload such to the Alipay+ D-store (as applicable) by way of the process set out at clauses 1.2(a) to 1.2(d) above; and
(i) where requested, provide APT with Merchant Transferred Data or Merchant Customized Data and any other information required by APT to enable APT to provide Merchant with the Analytics Report.
2.2 In respect of Flagship Digital Store and Merchant's use of the Alipay+ D-store, Merchant shall:
(a) be fully responsible for developing and maintaining Flagship Digital Store(s), including content, design, modification, testing, maintenance, Update, Upgrade and any other customer services, as well as all associated development costs;
(b) comply with all applicable laws and regulations (including privacy laws as more particularly set out in clause 2.2(k) below applicable to data controllers), Third-Party Policies and policies and requirements APT provides Merchant including Technical and Design Specifications and any brand specifications;
(c) ensure that Flagship Digital Store does not affect the normal operation of the Alipay+ D-store or other flagship digital stores on it and Merchant must not distribute or send any malicious code, computer viruses, Trojans, spyware and other destructive software;
(d) ensure network connectivity for the ongoing operation of Flagship Digital Store and implement reasonable security arrangements (including but not limited to adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorisation, back-up and virus detection and eradication) for Flagship Digital Store and any services provided in relation to Flagship Digital Store;
(e) exerciseMerchant rights under this Agreement in its personal capacity and will not without APT’s prior written consent sell, participate in the transfer or sale of, reproduce, create derivative works based on, redistribute, perform, display, or in any way exploit the Alipay+ D-store;
(f) not decompile, reverse engineer, disassemble, or attempt to derive the source code of any software or security components of the Alipay+ D-store;
(g) not use the Alipay+ D-store to violate, tamper with, or circumvent the security of any computer network, software, technological protection measures, or to otherwise engage in any kind of illegal or fraudulent activity, or to enable others to do so (for example, violating laws relating to consumer rights, product safety or money laundering);
(h) not display or provide access to any content that is illegal, hateful, offensive, defamatory, constitutes harassment, or which is otherwise in APT’s reasonable opinion unethical or likely to damage APT’s reputation; and
(i) to the extent Merchant or Flagship Digital Store collects, stores, processes or uses personal data or personal information of End Users (or other persons), Merchant （acting as data controller） must and is solely responsible for ensuring that it will comply with all applicable laws and regulations relating to the processing and protection of personal information, including without limitation:
(2) provide notice to End Users of what types of personal data will be collected and for what purpose(s) and refrain from collecting personal data that are not necessary for such purposes; and
(3) promptly respond to an End User’s request to exercise the rights over his/her personal data that he/she may be entitled to, as may be required by and in accordance with the applicable laws and regulations.
2.3 Removal of Flagship Digital Store(s)
If Merchant wants to remove a Flagship Digital Store from the Alipay+ D-store, it must notify APT by writing of its request for such removal at least sixty (60) days prior to the proposed date of removal and follow the instructions of APT for the then removal process of Alipay+ D-store. Such removal will cause termination of the Flagship Digital Store on the Traffic Source(s) and Merchant shall also follow the requirements to discontinue the Flagship Digital Store as required by the Traffic Source(s), including End User notification and other exit procedures. Traffic Source
2.4 Merchant shall comply with the requirements set out in Appendix 1 (“Data Use Appendix”), which shall form part of this Agreement.
2.5 To the extent that Merchant or Flagship Digital Store discloses, or authorises its Authorised Vendor to disclose, personal data or personal information of the End Users to APT for the purposes of this Agreement, Merchant hereby acknowledges and agrees that:
(a) Merchant acts as the data controller or “organization” (as defined in the Singapore Personal Data Protection Act 2012 (“PDPA”)) and APT acts as the data processor or “data intermediary” of the Merchant (as defined in the PDPA).
(b) With respect to the personal data disclosed to APT, each Party will comply with the obligations applicable to it under the applicable laws and regulations relating to the processing and protection of personal information. Merchant bears sole responsibility for ensuring that it has a lawful basis and has obtained all necessary consents in order (i) to disclose the personal data to APT and (ii) for APT to process the personal data, for the purposes of this Agreement.
APT shall process the personal data disclosed to it in accordance with Merchant’s instructions, unless prohibited by applicable laws and regulations. Merchant is responsible and liable for the instructions it provides to APT.
3. APT Rights and Obligations
3.1 APT will use commercially reasonable efforts to:
(a) provide a platform and environment for Merchant to create and develop Flagship Digital Stores either by Merchant itself or through an Authorised Vendor and upload such Flagship Digital Store to the Alipay+ D-store in accordance with the process set out at clause 1.2;
(b) review Flagship Digital Store after receiving it;
(c) provide an information encryption and transmission service using standard security protocols (such as https) between Flagship Digital Stores, the Alipay+ D-store and the Traffic Sources; and
(d) upon signing the Value-added Services Addendum, provide other technical and marketing support services to the Merchant.
3.2 Nothing in this Agreement will impair APT’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Merchant may develop, produce, market, or distribute.
3.3 Merchant acknowledges and agrees that, in connection with providing Partner Digital Services, APT may request certain information about Merchant and/or Flagship Digital Store(s) to support due diligence, Merchant’s on-boarding and/or to ensure compliance with this Agreement. Merchant authorizes APT to make available information obtained in accordance with this clause 3.3 to APT’s Affiliates and any third parties that may be involved in providing Partner Digital Services to Merchant.
3.4 Upon the publishing of Flagship Digital Store on any Traffic Source, APT will make available via the Alipay+ D-store, data on the performance of Flagship Digital Store (including the number of unique visitors and page views) and data on the quality of Flagship Digital Store (including the number of network requests and errors) (“Analytics Report”).
3.5 APT shall comply with the requirements set out in Appendix 1 (“Data Use Appendix”), which shall form part of this Agreement.
4. Fee and Payment
4.1 Subject to clause 4.2, APT does not charge any fees for the Partner Digital Services and for Merchant’s access and use of Alipay+ D-store.
4.2 Where additional services and supports required by the Merchant, both Parties will discuss and agree the fees to be charged for those services and supports, details of which will be set forth in Schedule 1.
5. Approval of Flagship Digital Stores
(a) When Merchant applies for approval of Flagship Digital Store, APTwill review such Flagship Digital Store to ensure it complies with applicable laws and APT’sreasonable requirements including compliance obligations in clauses 2 and 6, and any of APT’s Technical and Design Specifications.
(b) When APT reviews Flagship Digital Store, Merchant must, at a minimum, grant APT access to: i) Flagship Digital Store as a user; ii) the Object Code of Flagship Digital Store; iii) information (including registration information), scope of services, declarations and commitments, and user instructions; and iv) any other information that APT may reasonably require to review or approve Flagship Digital Store.
(c) APT may reject Flagship Digital Store if, in APT’s sole discretion, such Flagship Digital Store does not comply with the terms of this Agreement, applicable laws and regulations, Third-Party Policies or any internal policies and requirements APT provide Merchantincluding the prohibited and restricted product list, Technical and Design Specifications and any brand specifications.Nothing in this Agreement requires APT or any Traffic Source, to display or make available Flagship Digital Store on any Traffic Source.
(d) Flagship Digital Store will not be available for use by any End Users unless the procedures set out at clause 1.2 are completed.
(e) At any time after Flagship Digital Store has been reviewed and approved, APT shall be entitled to examine or re-examine Flagship Digital Store to monitor compliance with the terms of this Agreement.
(f) No review or approval of Flagship Digital Store by APT shall constitute a representation or warranty by APT that such Flagship Digital Store satisfies any applicable laws or regulations or the terms of this Agreement or will provide for a good customer experience for any End Users, and no such review or approval shall make APT otherwise liable with respect thereto. Merchant shall be solely responsible for ensuring that Flagship Digital Store and contents thereon, the related Backend Infrastructure and any other services provided by APT relating to Flagship Digital Store satisfy applicable laws and regulations and the terms of this Agreement. Merchant shall be solely responsible for any claims by End Users or other third parties relating to Flagship Digital Store, any content thereon, the related Backend Infrastructure and any other services provided by Merchant in relation to Flagship Digital Store.
6. Compliance with Third-Party Policies
7. No Relationship with End Users
(a) By entering into this Agreement, APT does not enter into any relationship with, or accept or assume any responsibility or liability for or towards any End Users who may use or access Flagship Digital Stores.
(b) Merchant will be solely responsible to undertake or handle support and maintenance of Flagship Digital Store, the Backend Infrastructure and any other services provided in relation to Flagship Digital Store, and any complaints in relation thereto made by End Users.
8. Intellectual Property
8.1 APT’s intellectual property
(a) The Parties agree that except rights in the Merchant Transferred Data and Merchant Customized Data, APT shall own all Intellectual Property in and in relation to any APT Transferred Data, the Analytics Report, the UIUX Design Template (where applicable)and the information contained therein, and the Alipay+ D-store (“APTIP”). Unless expressly allowed in this Agreement, Merchantshall not share or disclose APT IP to any third parties. APT is not otherwise restricted from using APT IP, including providing the Analytics Report to Traffic Sources. Merchant shall not decompile, modify, reverse engineer, or create any derivative work of APT IP without APT’s written consent. Nothing in this Agreement shall confer any proprietary rights in APT IP to Merchant.
(b) Subject to clauses 8.1(d) and 8.1(e), APT grants Merchant a limited, revocable, non-transferable licence to access and use APT’sIntellectual Property in respect of the Technical and Design Specifications, the APT SDK, the UIUX Design Template (where applicable) and APT’s/its Affiliates’ brand and trade marks for the purpose of making Flagship Digital Store available on the Alipay+ D-store and the Traffic Source as contemplated under this Agreement. Merchant must comply with any additional licensing terms and conditions that may be provided by APT. Where Merchant appoints an Authorized Vendor to create, develop and/or publish Flagship Digital Store, Merchant may provide the Authorized Vendor with the Technical and Design Specifications, the APT SDK and the UIUX Design Template (where applicable), provided that the Authorized Vendor is made aware and agrees to be bound by terms and conditions on which the license is granted to Merchant.
(c) APT further grants Merchant a limited, revocable, non-transferable license to use the APTTransferred Data and information in the Analytics Report for the sole purpose of evaluating and enhancing the performance of Flagship Digital Store. For avoidance of doubt, the Analytics Report may contain Traffic SourceTransferred Data which APT uses to conduct analytics research, and nothing in this Agreement shall confer any proprietary rights in Traffic SourceTransferred Data to Merchant.
(d) Unless APT hasauthorised Merchant in writing, Merchant must not use or display any trademarks, logos, brand identifiers, copyright, designs or any other of APT’s Intellectual Property, whether registered or unregistered, belonging to or licensed to APT in any form, including within or in connection with Flagship Digital Store.
(e) Merchant must ensure that Flagship Digital Store does not use or contain any open interface, style, function, description or user experience which is similar to that of Partner Digital Services, the Alipay+ D-store or any other products or services provided by APT orits Affiliates, which may cause End Users to believe that the services provided by Flagship Digital Store are provided, authorised, or endorsed by APT or any of its Affiliates.
8.2 Merchant’s intellectual property
(a) The Parties agree that except the APT SDK and the UIUX Design Template (where applicable) which may be incorporated into Flagship Digital Store, Merchant shall own all Intellectual Property in and in relation to any Merchant Transferred Data, the Merchant Customized Data and Flagship Digital Store.
(b) Merchantgrants APT a non-exclusive, royalty-free, perpetual, worldwide, irrevocable licence to use, display and reproduce any material provided or made available by Merchant in connection with Flagship Digital Store under this Agreement, including any trademarks or other brand features, as well as the right to sub-license these rights to APT’s Affiliates or the Traffic Source(s), for the purposes of:
(i) providingthe Alipay+ D-store to Merchant;
(ii) providing End Users with access to Flagship Digital Store via the Traffic Sources and/or any mini program developed by APT or its Affiliate; and
(iii) marketing, promotional and business development activities.
(c) Merchant representsand warrants that:
(i) save for the APT SDK and the UIUX Design Template (where applicable) which may be incorporated into Flagship Digital Store, Merchant owns, has or will procure (and will retain) sufficient licence to any Merchant Transferred Data, the Merchant Customized Data and Flagship Digital Store and any material provided or made available by Merchant in connection with Flagship Digital Store under this Agreement, including any trademarks or other brand features and any Intellectual Property rights in relation to the information and documents which Merchant release, upload or otherwise display on Flagship Digital Store (“Merchant IP”);
(ii) Merchant hasnot infringed and will not infringe any legal rights of any other parties (including Intellectual Property rights and privacy rights); and
(iii) any Merchant IP and the services Flagship Digital Storeprovides belongs or is licensed to Merchant (except to the extent it contains any APT IP) and Merchant ownsand maintains sufficient licence to the Merchant IP to enable APT to make available itsMini Program within the Alipay+ D-store and/or through any mini program developed by APT or itsAffiliate and/or the Traffic Sources to End Users and for any other purposes permitted by this Agreement.
(d) Merchant acknowledges that APT may use and store the Merchant Transferred Data and Merchant Customized Data for the purposes of undertaking research and analytics to improve the provision of Partner Digital Services, and making available the Analytics Report to Merchantpursuant to clause 3.4. Such Analytics Report including the Merchant Transferred Data but not including Merchant Customized Data may also be made available to APT’s Affiliates and to the Traffic Sourceswho publish Flagship Digital Store. For the avoidance of doubt, APT shall not be required to delete or cease use of Merchant Transferred Data nor the Merchant Customized Data upon termination of this Agreement.
Merchant warrants at all times during the term of this Agreement that:
(a) Flagship Digital Store, its contents, the Backend Infrastructure, or products and/or services offered through Flagship Digital Store, its use of the Alipay+ D-store, and its End User fees, terms and conditions do not violate any applicable laws, regulations and APT’s policy requirements as communicated to Merchant from time to time;
(b) Merchant has obtained all required authorisations, licences, permits and qualifications required to sign and perform this Agreement, operate the Flagship Digital Store and provide the products and/or services to End Users offered through Flagship Digital Store; and
(c) all information disclosed by Merchant to APT in connection with this Agreement is truthful, accurate and not misleading.
10. No Warranty
APT expressly disclaims any and all representations, warranties, conditions, including but not limited to, any implied warranty of merchantability, availability, security, fitness for particular purpose, and Merchant acknowledges and agreesthat any services or products provided by APT in connection with this Agreement, the Alipay+ D-store and Partner Digital Services and all related materials, are provided on an ‘as is’ and ‘as available’ basis and without any warranty as to merchantability, fitness for purpose or non-infringement. To the fullest extent permitted by applicable laws, APT disclaims any warranty, express or implied, that any services, the Alipay+ D-store, Partner Digital Services or Flagship Digital Store will be continuous, reliable, timely, secure, risk or error-free.
11. Merchant’s Liability
Merchant agrees to fully indemnify and hold APT, itsAffiliates and the Traffic Sources harmless in respect of any losses APT, its Affiliates or the Traffic Sourcesmay sustain or incur or which may be brought or established against APT, its Affiliates or the Traffic Sources, arising out of or in relation to:
(a) the use of Flagship Digital Store generally (whether by a Traffic Source, an End User or any other person);
(b) Merchant’s breach of any terms of this Agreement (including clauses 2.2(b), 2.2(i) and 8.2(c));
(c) any claim brought or threatened by a third party (including a Traffic Source or an End User) related to Flagship Digital Store, its contents, the Backend Infrastructure, or the products and/or services offered through Flagship Digital Store, or its use of the Alipay+ D-store, Partner Digital Services otherwise than in accordance with this Agreement;
(d) any claim brought or threatened by a third party (including a Traffic Source or an End User), or any fines or other penalties imposed by governmental or regulatory bodies, that is related to the Merchant’s or Flagship Digital Store’s collection, storage, processing, use and disclosure of personal data, and/or related to APT’s collection and processing of personal data which APT had conducted in accordance with the Merchant’s instructions; and
(e) any claim brought or threatened by a third party that the use by APT, its Affiliates or its Traffic Sources of Merchant IP in accordance with this Agreement constitutes an unauthorized use or infringement of any Intellectual Property rights of that third party.
12. APT’s Liability
12.1 Under no circumstances will APT or its Affiliates 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 the parties regardless of whether such damages were foreseeable or whether Merchant or any entity has been advised of the possibility of such damages. To the extent APT’s liability cannot be fully excluded under applicable laws, APT’s aggregate liability arising under or in connection with this Agreement in contract, indemnity, tort (including negligence), strict liability or any other legal or equitable theory shall not exceed USD 10,000.
12.2 Merchant acknowledges and agrees that APT will not be liable in any way for any losses sustained by Merchant or claims brought by or against Merchant in connection with:
(a) Merchant’s use of the Alipay+ D-store, Partner Digital Services and/or any related materials made available to Merchant by APT;
(b) Flagship Digital Store, its contents, the services provided by Flagship Digital Store, the Backend Infrastructure, or the products and/or services offered through Flagship Digital Store;
(c) any loss of data;
(d) system downtime, maintenance or upgrade;
(e) a Force Majeure Event;
(f) viruses, trojans, malicious programme attacks, network congestion, system instability, system or device failures, communication failures, banking reasons, third-party services defects, or government actions;
(g) Merchant’s improper operation or unapproved utilisation method of the Alipay+ D-store;
(h) amendments to applicable laws, regulations and policy requirements; or
(i) other circumstances not caused by a breach of the terms of this Agreement by APT or its Affiliates.
13. Confidential Information
Each party acknowledges that the Confidential Information of the other is valuable to it and shall treat as confidential all Confidential Information received from the other party regarding Partner Digital Services. Neither party will disclose such information except to perform its obligations under this Agreement or as required by law or regulations or government authorities, and in the event such disclosure is required by law, the disclosing party shall give the other party prior notice of such disclosure except that a party does not need to provide such notice where such party is not permitted by applicable law from providing such notice. Upon termination and written request of the other party, each party shall promptly return or destroy all tangible material embodying Confidential Information of the other.
14.1 APT may at any time and at its sole and absolute discretion cease providing all or part of the Alipay+ D-store and/or access to the Alipay+ D-store or Flagship Digital Store (including removal of Flagship Digital Store from the Alipay+ D-store), in these circumstances:
(b) if Merchant fails to comply with any applicable laws and regulations, Third-Party Policies and policies and requirements APT provides Merchant including Technical and Design Specifications and any brand specifications;
(c) to comply with applicable laws, regulations or internal risk control or compliance requirements; or
(d) if APT is aware of or reasonably suspects that an unauthorized, unlawful, and/or unintended access, disclosure, alteration, loss, or destruction of personal data has occurred in relation to the Flagship Digital Store.
14.2 If APT ceases providing all or part of the Partner Digital Services and/or access to the Alipay+ D-store or Flagship Digital Store pursuant to this clause 14, Merchant shall give prompt notice to End Users of any resulting suspension of Flagship Digital Store or services offered by Merchant through the Flagship Digital Store.
15. Term and Termination
(a) The term of this Agreement shall be from the Effective Date until terminated by APT in accordance with sub-clause (b) or by either party in accordance with sub-clause (c).
(b) APT has a right to terminate this Agreement by providing no less than ninety (90) days’ written notice if APT no longer provides Alipay+ D-store or any similar services.
(c) Either party may terminate this Agreement for any reason by providing no less than sixty (60) days’ written notice. Parties shall negotiate in good faith the date of termination and any necessary transition out plans.
(d) If this Agreement is terminated pursuant to sub-clauses (b) and (c) above, Merchant agrees to publish a notice on Flagship Digital Store for at least thirty (30) days prior to the termination date to inform End Users of the termination of the Flagship Digital Store.
16. Effect of Termination or Suspension
(a) If this Agreement is terminated, or Merchant’saccess to the Alipay+ D-store is suspended, APTmay (as applicable):
(i) remove or disable Flagship Digital Store from the Alipay+ D-store;
(ii) cause the Traffic Source to restrict, terminate or curtail access by End Users to Flagship Digital Store; or
(iii) cause Traffic Sources and End Users to be unable to search for Flagship Digital Store.
(b) After termination, Merchantmust destroy (or return to APT if requested), all of APT’sConfidential Information (along with any copies thereof) in itspossession or control and discontinue any use of the APT IP.
APT will provide Merchant with the rules, announcements, tips and other information in connection with Partner Digital Services via one or more of the following methods: webpage prompts, webpage announcements, digital letter, email, phone messages or by post; such information will be deemed received on the date of the announcement or date of issue. Where Merchant has been so notified, Merchant agrees that its subsequent and continued use of Partner Digital Services constitutes its acceptance of this Agreement as amended. For the avoidance of doubt, Merchantagrees that any information not received by Merchant due to error in the email address, mobile phone number, mailing address provided by Merchant to APT, will not affect the applicability or validity of such information.
18. Assignment and Subcontracting
APT may assign its rights and obligations under this Agreement to any of its Affiliates, and may subcontract its rights and obligations under this Agreement to any ofits Affiliates or any third parties, in each case, at any time without prior written notice. Merchant may not assign or subcontract any of its rights and obligations under this Agreement without APT’s prior written consent.
19. Governing Law and Dispute Resolution
19.1 This Agreement will be governed by the laws of Singapore without regard to conflict of law principles.
19.2 Any dispute, controversy, difference or claim arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it will be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause will be Singaporean law. The seat of arbitration will be Singapore. The arbitration will be conducted by a sole arbitrator. Unless the parties agree otherwise, the arbitration will be conducted in English. The arbitration award rendered by the arbitrator will be final and binding on all the relevant parties.
20.1 If any provision of this Agreement is wholly invalid or unenforceable, then such provision will (so far as it is invalid or unenforceable) be given no effect and will be deemed not to be included in this Agreement. Any provision of this Agreement held invalid or unenforceable only in part will remain in full force and effect to the extent not held invalid or unenforceable. All other provisions of this Agreement will remain valid and enforceable.
20.2 The schedules and annexes to this Agreement (if any), and all supplemental terms and amendments to this Agreement will be deemed a part of this Agreement and will have the same legal effect as the body of this Agreement.
21. Third Parties
A person who is not a party to this Agreement will have no right to enforce any of their terms under the Contracts (Rights of Third Parties) Act (Cap. 53B) or otherwise. Nothing in this clause 22 will prevent APT’srepresentatives, Affiliates and licensors from enforcing the rights granted to them in this Agreement.
This Agreement may be signed in writing or electronically and in one or more counterparts, each of which will be deemed an original and all of which will together constitute one and the same instrument.
23.1 In this Agreement, unless a contrary intention is expressed:
(a) headings and italicised, highlighted or bold type are for reference only and do not affect the interpretation of this Agreement;
(b) the singular includes the plural and the plural includes the singular;
(c) a reference to a document (including this Agreement) or legislation includes all amendments or supplements to, or replacements or novations of, that document or legislation and, in the case of legislation, all delegated legislation made under it;
(d) a reference to a party to any document includes that party's successors and permitted assigns;
(e) the words 'include', 'including', 'for example', 'such as' or any form of those words or similar expressions in this Agreement do not limit what else is included and shall be construed as if they are followed by the words 'without limitation', unless there is express wording to the contrary; and
(f) any reference in this Agreement to a schedule refers to a schedule to this Agreement, unless otherwise stated. Any reference in this Agreement to a clause or paragraph refers to the relevant clause or paragraph in this Agreement.
24.1 Unless otherwise specified, the following terms have the meaning given below:
Affiliate means any other person that directly or indirectly controls, is controlled by, or is under common control with, that person, and in APT’s case, includes payment processors;
Alipay+ D-store means the platform at https://global.alipay.com/platform/site/product/mini-program (or such other site as may be notified by APT to Merchant from time to time) made available by APT as part of Partner Digital Services which helps the Merchant or its Authorised Vendor to create and develop its Flagship Digital Stores, previously also known as Alipay International Mini Program Development Platform.
APT Transferred Data means data transferred or made available by APT to Merchant in connection with the Alipay+ D-store, including any reports generated by Merchant via the Alipay+ D-store;
Analytics Report has the meaning given it in clause 3.4;
APT SDK means any software that may be provided by APT to Merchant for the purposes developing Flagship Digital Stores to be hosted on the Alipay+ D-store;
Confidential Information means all non-public, proprietary or other confidential information, whether in oral, written or other form, including but not limited to: the content and performance of this Agreement, business plans, capitalization tables, budgets, financial statements; costs, prices, and marketing plans, contracts and licenses, employee, customer, supplier, shareholder, partner or investor lists, technology, know-how, business processes, trade secrets and business models, notes, sketches, flow charts, formulas, blueprints, and elements thereof, and source code, object code, graphical design, user interfaces and other intellectual property, including that of any customer, supplier or other third party (including the interface technologies, security protocol and certificate to any other website or enterprise provided by APT).
Merchant Customized Data means any data provided by Merchant to APT in connection with the Alipay+ D-store, or in connection with providing End Users with access to Flagship Digital Stores via the Traffic Source, in order to customize the data in the Analytics Report;
Merchant IP has the meaning given in clause 8.2(c)(i);
Merchant Transferred Data means data transferred by Merchant to APT in connection with the Alipay+ D-store, or in connection with providing End Users with access to Flagship Digital Stores via the Traffic Source, excluding any Merchant Customized Data, and provided always that such data does not include any personal identifiable information;
Effective Date means the date on which this Agreement has been signed by the parties to this Agreement;
End User means any individual who registers for, logs on to, uses or accesses the Flagship Digital Store;
Flagship Digital Store means the mini-program product developed by Merchant which is available, or is to be made available, within the Alipay+ D-store;
Force Majeure Event means an act of nature, force or cause beyond an entity's, its Affiliates' or representatives' reasonable control, including:
(a) a fire, flood, elements of nature or other acts of God;
(b) an outbreak or escalation of hostilities, war, riots or civil disorder, or an act of terrorism;
(c) internet, computer, telecommunications or electrical power failures or any other equipment failures;
(d) a labour dispute (whether or not the employees' demands are reasonable or within the entity's power to satisfy);
(e) acts or omissions of a government agency prohibiting or impeding the affected entity (or its Affiliates or representatives) from performing its obligations under this Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc.; or
(f) the non-performance by a third party for any similar cause beyond the reasonable control of the entity;
For the avoidance of doubt, the pandemic caused by COVID-19 is expressly excluded as a Force Majeure Event.
Intellectual Property means all industrial and intellectual property rights of any kind, including copyright, rights in computer software, trade mark, service mark, design, patent, trade secret, semi-conductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in Confidential Information, know-how or other proprietary rights (whether or not any of these are registered and including any application for registration), and all rights or forms of protection of a similar nature or having an equivalent or similar effect to any of these which may subsist anywhere in the world.
Object Code means machine-readable software programs resulting from mechanical transformation or translation of Source Code, including but not limited to compiled object code, generated documentation, and conversions to other media types;
Partner Digital Services means the program and services provided by APT in relation to making mini programs available on Alipay+ D-store to be accessed via Traffic Sources;
Payment has the meaning given in clause 1.3;
Source Code means software programs in human-readable source languages.
Technical and Design Specifications means the specifications for Flagship Digital Stores developed on Alipay+ D-store or otherwise notified to Merchant (whether by email or such other method as determined by APT) and as amended by APT, from time to time;
Third-Party Policies has the meaning given in clause 6;
Traffic Source means the softwaremobile application hosting the Flagship Digital Store;
Traffic Source Transferred Data means data transferred by the Traffic Source to APT in connection with the Alipay+ D-store, orAPT providing the Analytics Report, or providing End Users with access to Flagship Digital Stores via the Traffic Source, provided always that such data does not include any personal identifiable information;
Update means any new release of the Flagship Digital Stores made generally available by Merchant from time to time on the Alipay+ D-store that contains bug fixes, maintenance and minor modifications, but not containing any significant new features or functionality (as determined by APT in its sole discretion); and
Upgrade means any new version of the Flagship Digital Store made generally available by Merchant from time to time on the Alipay+ D-store that contains significant new features or functionality (as determined by APT in its sole discretion).
Data Use Appendix
This Data Use Appendix forms part, and incorporates all of the terms and conditions, of the Partner Digital Services Merchant Agreement dated the same date between the Merchant and APT (the “Merchant Agreement”). The Parties acknowledge and agree that, in connection with the Merchant Agreement, they shall share certain datasets amongst each other as described, and on the terms set out, below.
Capitalised terms not otherwise defined in this Data Use Appendix, shall have the same meaning given to it in the Merchant Agreement.
1. Role of Parties
The Parties acknowledge that under this Data Use Appendix, Merchant shall be the provider of certain datasets (“Data Provider”) and APT shall be recipient of those datasets (“Data Recipient”).
2. Means of data sharing
Data Provider shall disclose the Shared Datasets (as defined below), or provide access to the Shared Datasets, to Data Recipient on and from the Effective Date through a means or media and at the frequency as agreed by the Parties.
3. Categories of Shared Datasets
Data Provider shall share the following categories of data with Data Recipient under paragraph 2 above:
a) traffic data (such as app media slot exposures, clicks etc. within the Flagship Digital Store)
b) user data (including name, username, mobile, email and location-based information, identification code)
c) platform campaign and coupon data (number of coupons issued on the Flagship Digital Store end, campaign data on the Flagship Digital Store end)
d) store data, menu data and order details
e) payment transaction data
f) sales transaction data
g) merchant data (merchant Know-Your-Business KYB such as number of stores, merchant name, brand name(s), address, telephone etc.)
These datasets shared are referred to as the “Shared Datasets”. It is acknowledged by the Parties that to utilize the Partner Digital Services, the Shared Datasets can be disclosed to the Data Recipient directly from the Data Provider or within the authorization of the Data Provider hereunder, from its authorised vendors and service providers.
4. Purposes of use of Shared Datasets
In respect of personal data that is included in the Shared Datasets, Data Provider acknowledges and agrees that where permitted by applicable laws and regulations, Data Recipient may use the Shared Datasets for the following purposes:
a) improving or developing the Alipay+ D-store and any other services provided by Data Recipient or its Affiliates;
b) merging Shared Datasets received from Data Provider with data received from other Traffic Sources and merchants of the Alipay+ D-store to derive trends and/or insights for the use of Data Recipient or its Affiliates;
c) conducting marketing campaigns (as instructed by the Data Provider) and presenting results and performance of such campaigns back to the Data Provider; and
d) any other purposes as agreed between the Parties.
For those parts of the Shared Datasets that do not include personal data, Data Provider acknowledges and agrees that Data Recipient may use the Shared Datasets for any of Data Recipient’s business purposes.
The purposes described above are referred to as the “Shared Dataset Purposes”.
5. Warranties and indemnity
5.1 Data Provider represents and warrants to Data Recipient that it has obtained and shall maintain all necessary consents, rights, waivers, licences, approvals or authorizations, or otherwise has and will continue have a lawful basis, to disclose the Shared Datasets to Data Recipient and to permit Data Recipient to access and use the Shared Datasets for the Shared Dataset Purposes.
5.2 Data Provider shall indemnify Data Recipient against all actions, claims, demands, losses, damages, statutory penalties, expenses and cost (including legal costs on an indemnity basis) in respect of Data Provider’s breach of its representation and warranty in paragraph 5.1 above.
6. Licence to use Shared Datasets
To the extent that any intellectual property rights (including copyright or database rights) subsist in the Shared Datasets individually or in any combination, Data Provider grants to Data Recipient a worldwide, non-exclusive, transferable, sub-licensable, royalty-free and perpetual licence to exercise all rights comprised in those intellectual property rights for the Shared Dataset Purposes.
APPENDIX 2: Agreement on Personal Information Compliance and Data Security Requirements
Updated in June 2022
(The below is only applicable to you when the Mini Program is to be published to Alipay CN (支付宝) App.)
Under this Agreement on Personal Information Compliance and Data Security Requirements (the “Agreement”), you (hereinafter referred to as Data Receiver) will be receiving Alipay users’ Personal Information from Alipay (Hangzhou) Information Technology Co. Ltd. (hereinafter referred to as Data Provider), given that the relevant Alipay users’ prior consent in place. Your continued use of our services here will be deemed your full consent to entering into this Agreement with the Data Provider on the date of your signing up.
For the purposes of this Agreement:
(i) "Personal Information" means any information which can be used to identify a natural person (‘data subject’) or reflecting certain activities of the data subject.
(ii) "Processing" means any operation or set of operations which is performed on Personal Information or on sets of Personal Information, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
2. Personal Information Protection Compliance
(i) Any and all Personal Information Processing under this Agreement shall at all times comply with applicable laws and regulations.
(ii) Any and all Personal Information shall be processed strictly for the purposes of fulfilling its obligations required under the relevant user service contract and with the relevant data subject's prior consent.
(iii) DATA PROVIDER (and its affiliates) and DATA RECEIVER (and its affiliate) shall at all time strictly comply with the applicable laws and regulations at either Party’s own cost.
3. Offshore Transfer
DATA RECEIVER represents and warrants that in using the Personal Information it will prohibit any processing of Personal Information that would not be in accordance with the terms of this Agreement. For this purpose, DATA RECEIVER undertakes in particular to respect the following non-exhaustive list of obligations:
(i) DATA RECEIVER will use Personal Information only for the purpose of performing DATA RECEIVER’s obligations under the relevant user service contract or as required by the applicable laws and regulations.
(ii) DATA RECEIVER shall hold such Personal Information securely in accordance with the requirements under this Agreement as well as required by the applicable laws and regulations.
(iii) The Personal Information shall not be retained longer than is necessary for the fulfilment of the purpose (including any directly related purpose) for which the Personal Information is to be used.
(iv) DATA RECEIVER shall use the Personal Information exclusively for its own purposes and shall not transfer or disclose, either free of charge or in return for payment, Personal Information to any other legal or natural person, unless DATA RECEIVER obtains the Data subjects prior consent.
(v) DATA RECEIVER shall immediately rectify, erase and complete the Personal Information on receiving instructions from Data Subject. DATA RECEIVER undertakes in particular to rectify, erase or complete all or part of the Personal Information if it appears that such measures are required by the requirements of the applicable laws and regulations.
(vi) DATA RECEIVER undertakes to ensure that data subjects have rights of access to and correction of their Personal Information in the same way as they would have had under the PRC laws and regulations.
4. Security Measures.
(i) DATA RECEIVER shall protect Personal Information in DATA RECEIVER 's control or possession by making reasonable security arrangements (including, where appropriate, physical, administrative, procedural and information & communications technology measures) to prevent unauthorized or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Personal Information, or other similar risks.
(ii) DATA RECEIVER shall only permit authorized personnel to access Personal Information on a need to know basis.
5. Data Subject Rights
(i) Access to Personal Information. DATA RECEIVER shall provide the Data Subject with access to the Personal Information that DATA RECEIVER has in its possession or control as soon as practicable upon Data Subject's written request in a timely manner.
(ii) Accuracy and Correction of Personal Information. DATA RECEIVER shall put in place adequate measures to ensure that the Personal Information in its possession or control remains or is otherwise accurate and complete. In any case, DATA RECEIVER shall take steps to correct any errors in the Personal Information in a timely manner, as soon as practicable upon Data Subject's written request.
(iii) Retention of Personal Information: DATA RECEIVER shall not retain Personal Information (or any documents or records containing Personal Information, electronic or otherwise) for any period of time longer than is necessary to serve the purposes of this Agreement, the specific retention period required by the applicable laws and regulations, or the specific retention period agreed by Data Subject (whichever is shorter).
(iv) To the extent allowed by the applicable laws and regulations, DATA RECEIVER shall, upon the request of Data Subject, and in any event on expiry or termination of this Agreement, delete all Personal Information in its possession within a timely manner. And, after deleting all Personal Information, provide Data Subject with written confirmation that it no longer possesses any Personal Information. Where applicable, DATA RECEIVER shall also instruct all third parties to whom it has disclosed Personal Information for the purposes of this Agreement to delete such Personal Information.
(v) If the Data Subject’s legitimate interest is harmed by DATA RECEIVER’s misconduct, DATA RECEIVER has to undertake the compensation liabilities.
6. Notification of Breach.
DATA RECEIVER shall immediately notify DATA PROVIDER and the Data Subject when DATA RECEIVER suspects or becomes aware of:
(i) Any breach of any of its obligations in this Agreement;
(ii) Any unauthorized or accidental access, collection, use, disclosure, copying, modification, disposal or destruction of Personal Information, or other similar data security or data breach incident; and/or
(iii) Any incident or suspected incident which DATA RECEIVER is required by the applicable laws and regulations to report to the authorities, a regulator or any affected individuals.
(iv) DATA RECEIVER represents and warrants that the performance of the Personal Information Protection and Data Security obligations under this Agreement will not (a) conflict with the certificate of incorporation or by-laws or any other corporate or constitutional document of DATA RECEIVER or (b) breach any obligations of DATA RECEIVER under any contract to which it is a party or (c) violate any applicable laws and regulations. If there becomes any conflict, DATA RECEIVER has to notify DATA PROVIDER immediately.
7. Audit, Inspection and Improvement.
DATA PROVIDER shall have the right to request for audit inspection of DATA RECEIVER. Upon reasonable request of DATA PROVIDER (the "requesting party"), DATA RECEIVER shall:
(i) submit its data processing facilities, policies and procedures for audit of the processing activities covered by this Agreement by the requesting party (or any independent or impartial inspection agents or auditors, selected by the requesting party) to ascertain compliance with this Agreement;
(ii) If thereafter requested by the requesting party (or any independent or impartial inspection agents or auditors, selected by the requesting party) promptly implement any and all amendments or improvements to its data processing facilities, policies and/or procedures as the case may be provided that any such audit, inspection and improvement shall not cause DATA RECEIVER to be in breach of any applicable Laws and will not cause DATA RECEIVER to be in breach of its own obligation of confidentiality in relation to its other customers (as applicable).
The requesting party shall give to DATA RECEIVER reasonable prior written notification of any audit request (which prior written notification requirement shall be waived in the event of an urgent audit request instigated by a regulator) and any such audit inspection shall be done without any material disruption to the other party's normal business operations as a whole. Any auditing fees in relation to this clause shall be borne by the requesting party (except with respect to relevant regulators) if the audit results conclude that there are no material data protection and security issues. If any material issues are found pursuant to the audit inspection, DATA RECEIVER shall be liable for the auditing fee incurred by the auditors and all costs and expenses in relation to resolving such material issues.
8. GENERAL PROVISIONS
(i) 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.
(ii) Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
(iii) No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
(iv) Any failure by either party to exercise any of its 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.
(v) DATA PROVIDER 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 its affiliates and to any successor in interest. DATA RECIEVER may not assign or delegate, in whole or part, this Agreement to any person or entity.
(vi) This Agreement shall be governed by with the laws of the People’s Republic of China. You irrevocably consent any dispute or claim arises from or in connection with this Agreement or Personal Information, the parties shall resolve such dispute through amicable negotiations. If such dispute is still not resolved, such dispute between you and us shall be finally resolved by people’s court where the DATA PROVIDER resides.
(vii) If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.