Alipay Account Service Agreement
(Updated as of September 2016)
This account service agreement (the "Agreement") is made between:
- (1) You, as a registered user of the Platform Sites (as defined below); and
- (2) Alipay Singapore E-Commerce Private Limited (incorporated in Singapore with company registration no.: 201000378D) (“Alipay”).
1. Acceptance of Terms
1.1 This Agreement sets forth the terms and conditions regarding your access to and use of your account with Alipay (the "Alipay Account") and the services provided by Alipay and our affiliates in relation to your Alipay Account (the "Account Services"). You acknowledge that you have read this Agreement prior to your access to and use of the Alipay Account and the Account Services. If you do not accept all of the terms and conditions, please do not continue with the registration process.
Unless otherwise indicated or the context requires otherwise, reference to “Alipay”, “we”, “us” or “our” in the Agreement include Alipay and its affiliatesthat are involved in providing the Account Services.
- 1.2 Some of the Account Services may be supported and provided by our affiliates, including Alipay.com Co., Ltd, Alipay (UK) Limited, Alipay (Australia) Pty Ltd and Alipay US Inc..
- 1.3 We may amend this Agreement at any time by posting an updated version at www.intl.alipay.com (“Alipay Site”). The updated version of this Agreement shall take effect immediately upon posting. By continuing to access and use your Alipay Account or the Account Services, you confirm that you agree to be bound by this Agreement as may be amended from time to time.
- 2.1 The Account Services are provided to you by Alipay and our affiliates in relation to your Alipay Account. You may use your Alipay Account to facilitate payments in connection with online transactions for products or services concluded on and through www.aliexpress.com (the “AliExpress Site”), www.tmall.hk (the “Tmall Global Site”), https://intl.aliyun.com (the "AliCloud Site"), http://wholesale.alibaba.com (the “Alibaba.com Wholesale Site”) or any other on-line e-commerce sites we may support from time to time (collectively, the "Platform Sites"). Such online transactions are subject to your acceptance of the terms of the relevant transaction services agreement between you and the platform operator (the "Platform Operator") of the relevant Platform Site (the "Transaction Services Agreement") as well as the Alipay Services Agreement, which sets out the terms and conditions regarding your use of the services provided by Alipay and our affiliates to facilitate payments for the online transactions.
- 2.2 An Alipay Account will be created for Users of the Platform Sites upon checkout. When you activate your Alipay Account, you may be asked to provide information such as your name, contact information, debit or credit card information, date of birth, and/or your identification number, etc., depending on the type of Account Services selected. You are responsible for providing accurate registration information and for keeping your registration information up to date in the event of any changes. We may verify your registration information and such other information with a third party verification vendor as we consider necessary. 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 your Alipay Account or the Account Services. We reserve the right to close, suspend or limit your access to your Alipay Account or the Account Services in the event we are unable to obtain or verify your information. All collection and use of your personal data by us is subject to the Alipay Privacy Notice, as described in Section 5 below.
- 2.3 You have the option to link your debit or credit card to your Alipay Account. Alipay will store the information relating to your debit or credit card. You authorize Alipay, in Alipay’s sole discretion, to confirm with the issuing financial institution as to whether your debit or credit card is in good standing.
- 2.4 By using your Alipay Account and the Account Services, you acknowledge and agree that Alipay is not a bank or remittance agent and the Account Services should in no way be construed as the provision of banking services or remittance services. Alipay is not acting as a trustee, fiduciary or escrow with respect to your funds and it does not have control of, nor liability for, the products or services that are paid for using the Account Services, including the provision, use or condition of such products or services.
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 Alipay Account. You shall not share with or assign to other persons your username and password, nor permit other persons to use the same. You acknowledge that the sharing or assigning of your username and password with other persons (collectively, "multiple use") may cause irreparable harm to Alipay and you shall, to the full extent permitted by applicable law, indemnify Alipay against any loss or damages suffered by Alipay as a result of such multiple use. You undertake to notify Alipay immediately of any unauthorized use of your username or password or any other breach of security. You agree that Alipay shall not be liable for any loss or damages arising from your failure to comply with this section.
- 3.3 If you are an entity, you agree that all officers, employees, agents, representatives and other persons who have access to your username and/or password have been duly authorized by you to use your Alipay Account or the Account Services on your behalf and to legally bind you to any online transactions concluded on or through the Platform Sites. You shall be responsible for all actions of your current and former officers, employees, agents, representatives and other persons who access your Alipay Account or the Account Services using your username and password, regardless of whether such person was duly authorized by you to do so.
4. Your Responsibilities
- 4.1 You will use the Alipay Account or Account Services in good faith and in compliance with all applicable laws and regulations.
- 4.2 The information and materials you provide in connection with your Alipay Account or your use of the Account Services is true, complete, lawful and accurate, and is not false, misleading or deceptive.
- 4.3 You will not use your Alipay Account or the Account Services to defraud Alipay, our affiliates, other Users or any other person or engage in other unlawful activities (including dealing in products or services prohibited by law).
- 4.4 You shall be solely responsible for payment of any taxes, duties or other governmental levies or any financial charges that may be imposed on any products or services purchased or supplied through the Account Services or otherwise arising from online transactions.
We will from time to time collect, hold, use and transfer your personal data in accordance with the Alipay Privacy Notice. By agreeing to this Agreement you hereby agree to the Alipay Privacy Notice, which may be updated by Alipay from time to time. You understand and agree that, to the extent permitted by applicable law, any data you provide to Alipay in connection with your Alipay Account or your use of the Account Services may be shared with our affiliates.
6. Limitation of Service
Notwithstanding any limitations described elsewhere in this Agreement, Alipay may establish general practices and limits concerning the use of the Account Services, including individual or aggregate transaction limits on the value or number of transactions during any specified time period(s). Alipay reserves the right to change, suspend or discontinue any aspect of the Account Services at any time, including hours of operation or availability of the Account Services or any Account Service feature, without notice and without liability. Alipay also reserves the right to impose limits on certain Account Service features or restrict your access to some or all of the Account Services without notice and without liability. Alipay may decline to process any transaction without prior notice to you. In particular, Alipay shall have the right to refuse to provide the Account Services for any online transaction if (a) the online transaction does not satisfy the terms and conditions in the applicable Transaction Services Agreement or the other applicable terms, rules and policies concerning the transaction services provided by the Platform Operators under the applicable Transaction Services Agreement or (b) if Alipay has reason to believe that the online transaction may violate any laws, rules or regulations or may otherwise subject Alipay or any of our affiliates to liability.
To the full extent permitted by applicable law, you agree to indemnify Alipay, our affiliates and our employees, directors, officers, agents and representatives (collectively, the "Alipay Indemnified Persons") 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 your Alipay Account or the Account Services or from your breach of this Agreement. Alipay reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alipay in asserting any available defenses.
8. Suspension or Breakdown of Systems
If you are unable to access your Alipay Account or use the Account Services as a result of the improper operation of the systems due to any of the following reasons, you agree that, to the full extent permitted by applicable law, you will not hold the Alipay Indemnified Persons liable:
- a) System suspension which has been announced by Alipay in advance;
- b) Failure in data transmission due to a breakdown in telecommunications equipment and systems;
- c) Failure in system operations due to a breakdown resulting from a storm, earthquake, tsunami, flood, electricity blackout, war, terrorist attack or other force majeure events which are beyond our reasonable control; or
- d) Interruption or delay in the Account Services due to hacking, website upgrades, acts or omissions of a government authority prohibiting or impeding Alipay and our affiliates from providing the Account Services, or the non-performance by a third party (e.g. banks) for any reasons beyond the reasonable control of Alipay and our affiliates.
9. Disclaimer and Limitation of Liability
- 9.1 You agree that all disputes from the online transactions concluded on or through the Platform Sites shall be a matter solely between you and your counterparty.
- 9.2 Alipay makes no warranty regarding your Alipay Account or the Account Services supplied under this Agreement, including but not limited to: a) your Alipay Account or the Account Services meeting your requirements; b) your Alipay Account or the Account Services being uninterrupted, timely or error free; or c) any products, information, material or services obtained by you in connection with your Alipay Account or the Account Services meeting your requirements.
- 9.3 Except as expressly provided in this agreement and to the full extent permitted by applicable law, the Account Services are provided on an "as is", "as available" and “with all faults” basis. Any and all warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.
- 9.4 To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any indirect, consequential, incidental, special or punitive damages, including 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 the use of or inability to use the Account Services.
- 9.5 To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any indirect, consequential, incidental, special or punitive damages, including 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 the use of or inability to use the Account Services.
- 9.6 If you have a dispute with any other party, you release the Alipay Indemnified Persons from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you agree to waive California Civil Code Section 1542, which states, in part: “A general release does not extend to claims which a creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if not known by him or her must have materially affected his or her settlement with the debtor.”
This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the Republic of Singapore. You irrevocably consent to the exclusive jurisdiction of the courts of the Republic of Singapore, in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.
11. General Provisions
- 11.1 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.
- 11.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The term "including" means "including without limitation".
- 11.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
- 11.4 Any failure by Alipay 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.
- 11.5 Alipay shall have the right to assign and transfer this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Alipay may delegate any of Alipay's rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign or transfer, in whole or part, this Agreement to any person or entity.
- 11.6 If there is any conflict between the English language version and another language version of this Agreement, the English language version shall prevail.