Alipay Services Agreement

Updated as of 13 September 2022

PLEASE READ THIS AGREEMENT CAREFULLY

This services agreement, including the Schedules, (the “Agreement”) is made between:

(1) You, as a User (as defined below) of one or more of the online sites or mobile application (collectively, the "Platform Sites") set out below and belonging to a User group described below (“You”):

(a) Platform Site: www.aliexpress.com and/or the related mobile application (the "AliExpress Site")

User Group:Buyer (as defined below); Seller (as defined below)

(b) Platform Site: http://wholesale.alibaba.com and/or the related mobile application (the “Alibaba.com Wholesale Site”)

User Group:Buyer; Seller

(c) Platform Site: www.tmall.hk and/or the related mobile application (the "Tmall Global Site")

User Group: Buyer; Seller

(d) Platform Site: https://intl.aliyun.com and/or the related mobile application (the "Alibaba Cloud Site")

User Group:Buyer

(e) Platform Site: distributor.taobao.global and/or the related mobile application (the “Taobao Drop Shipping Site”)

User Group: Buyer; Seller

(f) Platform Site: https://www.tmall.com and/or the related mobile application (the “Tmall Site”)

User Group: Buyer; Seller

(g) Platform Site: https://www.alibaba.com (the "Alibaba.com Site")

User Group: Buyer; Seller

(h) Platform Site: https://world.taobao.com/ and/or the related mobile application (the “Taobao Site”)

User Group: Buyer; Seller

(i) Platform Site: www.taobao.global and/or the related mobile application (the “Taobao Global Site”)

User Group: Buyer; Seller

(j) Platform Site: www.allylikes.com and/or the related mobile application (the “Allylikes Site”)

User Group: Buyer; Seller

(k) Platform Site: https://qian.cainiao.com/ and/or the related mobile application (the “Cainiao Site”)

User Group: Buyer; Seller

(l) Platform Site : www.trusple.com and/or the related mobile applicable (the "Trusple Site")

User Group: Buyer; Seller

(m) Platform Site: www.aliexpress.ru and/or the related mobile application (the "AliExpress RU Site")

User Group: Buyer; Seller

(n) Platform Site: https://g.cainiao.com/ and/or the related mobile application (the “Caiyuan Site”)

User Group: Buyer; Seller

(o) Platform Site: https://proyectoarise.es and/or the related mobile application (the “Arise Site”)

User Group: Buyer; Seller

and

(2) ALIPAY SINGAPORE E-COMMERCE PRIVATE LIMITED (incorporated in Singapore with company registration no.: 201000378D) ("Alipay" or “Alipay Singapore”). For the avoidance of doubt, this Agreement is not made between Sellers and Alipay for Platform Site (d). A separate agreement governs services provided to Sellers by Alipay (if any) for Platform Site (d).

This Agreement supplements the relevant transaction services agreement between you and the respective entity in connection with the services provided on the AliExpress Site, Alibaba.com Wholesale Site, Tmall Global Site, Alibaba Cloud Site, Taobao Drop Shipping Site, Tmall Site, Alibaba.com Site, Taobao Site, Taobao Global Site, Allylikes Site, Cainiao Site, Trusple Site, AliExpress RU Site, the Caiyuan Site, or the Arise Site (collectively, the "Platform Operators") as the case may be (the "Transaction Services Agreement"), and sets out the terms and conditions regarding your use of the Alipay Services (as defined below) provided to registered users of the Platform Sites ("Users"). In the event of any conflict between this Agreement (or any portion thereof) and any Transaction Services Agreement, the terms of this Agreement shall govern.

Unless otherwise indicated or the context requires otherwise, reference to “Alipay”, “we”, “us” or “our” in the Agreement include Alipay and its affiliates, including Alipay.com Co., Ltd., Alipay (UK) Limited ("Alipay UK"), Alipay (Europe) Limited S.A. (“Alipay Lux”), Alipay US, Inc. (“Alipay US”), Alipay (Australia) Pty Ltd, and Alipay Singapore Investment Holding Pte. Ltd that are involved in providing the Alipay Services, and such affiliates are joined as parties to the Agreement with respect to the Alipay Services they provide.

The Transaction Services Agreements are available at the following links:

(a) For the AliExpress Site: https://rule.alibaba.com/rule/detail/2054.htm

(b) For the Alibaba.com Wholesale Site: https://rule.alibaba.com/rule/detail/2054.htm

(c) For the Tmall Global Site:

https://rule.tmall.hk/rule/rule_detail.htm?spm=0.0.0.0.vyy1ha&id=1521&tag=self

(d) For the Alibaba Cloud Site: https://www.alibabacloud.com/help/faq-detail/42427.htm

(e) For the Taobao Drop Shipping Site: http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

(f) For the Tmall Site:

http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

(g) For the Alibaba.com Site: https://rule.alibaba.com/rule/detail/2054.htm

(h) For the Taobao Site: http://terms.alicdn.com/legal-agreement/terms/TD/TD201609301342_19559.html?spm=a2145.7268393.0.0.f9aa5d7cQhLtpi

(i) For Taobao Global Site:

https://terms.alicdn.com/legal-agreement/terms/suit_bu1_tmall/suit_bu1_tmall202101041425_34419.html

https://terms.alicdn.com/legal-agreement/terms/suit_bu1_tmall/suit_bu1_tmall202012280902_10889.html

(j) For the Allylikes Site:

https://terms.alicdn.com/legal-agreement/terms/suit_bu1_aliexpress/suit_bu1_aliexpress202104220040_27571.html

(k) For the Cainiao Site:

https://page.cainiao.com/cn/docs/?spm=tars.cms-article.0.0.75a03053BMegEs#/content/sitepolicy_zh

(l) For the Trusple Site:

www.trading.trusple.com/user/protocol/rulebook

www.trading.trusple.com/user/protocol/payment

(m) For the AliExpress RU Site:

https://rule.alibaba.com/rule/detail/2054.htm

(n) For the Caiyuan Site: https://www.yuque.com/docs/share/ecd401cc-acc6-4dc3-8747-abf7ba840e51?#

(o) For the Arise Site: https://pages.proyectoarise.es/wow/egcp/arise/channel/es/upr/router?hybrid=1&data_prefetch=true&prefetch_replace=1&at_iframe=1&wh_pid=/arise/channel/es/policy/terms-and-conditions

https://files.alicdn.com/tpsservice/fb6defcce4ab27f164bfafb21f4de601.pdf

1. Acceptance of Terms

1.1 You acknowledge that Alipay is performing the Alipay Services to you as a User of the applicable Platform Site to support your online transactions concluded on and through such Platform Site ("Online Transactions"), and in accordance with the Platform Operators' instructions.

1.2 You acknowledge that you have read this Agreement prior to your use of the Alipay Services. Each time you use the Alipay Services you confirm that you agree to be bound by the terms and conditions of this Agreement and any subsequent amendments or modifications as may be made from time to time.

1.3 Some of the Alipay Services may be supported and provided by our affiliates, including Alipay.com Co., Ltd, Alipay UK, Alipay Lux, Alipay US, Alipay (Australia) Pty Ltd and Alipay Singapore Investment Holding Pte. Ltd. If you are a registered user of the www.alipay.com online site (“Alipay Site”), this Agreement shall not apply to your use of services provided by Alipay.com Co., Ltd. on and through the Alipay Site.

1.4 Subject to any requirements of applicable law and regulation, we may amend this Agreement at any time by posting an updated version on the Platform Sites and the updated version of this Agreement shall take effect immediately upon posting. By continuing to use the Alipay Services, you agree that the amended terms will apply to you.

1.5 If you are registered in China mainland, you shall read and comply with the《Cross-border payment and settlement service agreement》(https://render.alipay.com/p/c/k2zp421f),so that Alipay E-Commerce Singapore Private Limited and its affiliates (e.g. Alipay.com Co., Ltd) can provide you with the relevant services. Please read these terms carefully, especially the terms about the limitations or exemptions to the service provider’s liability.


2. Alipay Services

2.1 The “Alipay Services” are services provided by Alipay and our affiliates to facilitate payments in connection with Online Transactions. Each of your Online Transactions are subject to the applicable Transaction Services Agreement.

2.2 The Alipay Services are only available to the Users of the Platform Sites. A User may be a "Buyer" or a "Seller", as the case may be. A User who purchases or acquires any product or service in an Online Transaction is referred to also as a “Buyer”, and a User who sells or provides any product or service in an Online Transaction is also referred to as a “Seller”. If your subscription to any services of the Platform Sites expires or is terminated for any reason, you will not be eligible to use the Alipay Services to conclude Online Transactions on the Platform Sites.

2.3 Alipay shall have the right to refuse to provide the Alipay 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 in accordance with the Platform Operators’ instructions 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 or obligation. Alipay is not obliged to provide the Alipay Services where the bank account designated by a Seller in an Online Transaction to receive the transaction price has not been verified and confirmed by Alipay and our affiliates. You agree that Alipay or its local affiliates shall have the sole and absolute discretion to send or transfer funds subject to the terms of this Agreement.

2.4 Notwithstanding any other provision of this Agreement, Alipay may terminate or suspend the Alipay Services, in part or in whole, in its sole discretion and without notice, and shall not otherwise be responsible for any failure to perform or comply with such relevant obligations, where applicable law or regulation, or acts or omissions of a governmental or regulatory authority or agency prohibit or impede Alipay (or any of its affiliates or representatives) from performing its obligations under the Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc.

3. Alipay Services for Online Transactions

3.1 The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site. When using Alipay to submit payment for an Online Transaction, payments are processed through accounts owned by Alipay or one of its affiliates and/or an authorised third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement. The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. Alipay, and not the Buyer, is solely liable to the Seller for payment if Alipay fails to remit payments received from Buyer to the Seller. The payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the Online Transaction. Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date. Alipay may be named on the receipt but has no responsibility or liability in respect of any of the goods or services purchased and sold by Users through the Platform Sites. Without limiting Seller's agency appointment of Alipay as provided herein, for Buyers located in the United States or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is appointed as agent of Seller to receive Purchase Payments authorized by such Buyers. Alipay US may coordinate with or utilize its affiliates from time to time to collect Purchase Payments for certain transactions.

3.2 Upon receipt of the Buyer’s payment, Alipay shall promptly notify the relevant Platform Site of the details of the payment.

3.3 Alipay shall retain the funds received in connection with an Online Transaction as instructed by the Platform Operators until, as agreed between the Seller and the relevant Platform Operator, the first of any of the following events occurs:

(a) the Buyer’s confirmation of a successful completion of the Online Transaction, in which case all the funds will be transferred to the Seller;

(b) the Buyer’s failure to confirm receipt of the goods or services within the time limit prescribed by the Seller and as agreed by the relevant Platform Operator, in which case all the funds will be transferred to Seller;

(c) cancellation of the Online Transaction, in which case all the funds will be refunded to Buyer;

(d) the conclusion of any settlement agreement between the Buyer and the Seller, in which case the funds will be disposed in accordance with such settlement agreement;

(e) a dispute in relation to the services provided by the Platform Operator has been submitted to a Platform Site for a Platform Operator’s determination and the Platform Operator’s determination has become final and binding according to the applicable Transaction Services Agreement, in which case the funds will be disposed in accordance with the Platform Operator’s determination; and

(f) the Platform Operators or Alipay or our affiliates receives any order, ruling, award or judgment from a competent court, arbitration tribunal or authority which directs us to release the funds, in which case the funds will be disposed in accordance with such order, ruling, award or judgment.

If you are a Buyer, you acknowledge and agree that Alipay is not holding any funds on your behalf, or in any escrow or trust relationship with you.

If you are a Seller, you acknowledge and agree that you have requested that the settlement of funds to you be delayed as provided in this clause 3.3. Nothing in this clause 3.3 shall affect the fact that the Buyer's payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Alipay as set forth in clause 3.1.

3.4 When releasing any funds to a User, Alipay shall have the right to deduct or withhold any financial charges or service fees due and payable to Alipay and/or its affiliates pursuant to this Agreement or separate agreement between the Seller and Alipay and/or its affiliates (as the case may be), and/or the relevant Platform Operator (if any) in such amounts as instructed by the relevant Platform Operator pursuant to the agreement between the Seller and the relevant Platform Operator, or the relevant Transaction Services Agreement (as the case may be).

3.5 Subject to any applicable law, any unclaimed funds will be held by Alipay for a period of five (5) years or as otherwise instructed by the relevant Platform Operator, at the expiry of which time, You the Seller will be deemed to have waived any claim in respect of such funds or, if required by applicable laws, we will transfer the funds (less any fees, if any and to the extent permitted under applicable laws) to the relevant competent authority. You hereby agree that upon expiry of such period or upon such transfer of such funds to the relevant competent authority, Alipay will be relieved of any further obligation to pay those unclaimed funds to You.

3.6 You acknowledge and agree that Alipay may receive interest on any funds held by it in performing the Alipay Services. Any such interest is for the account of Alipay, and you will not receive interest or other profits in relation to the Alipay Services.

3.7 In the event a Buyer selects to make payment by a debit or credit card in connection with an Online Transaction, the Buyer hereby authorizes Alipay or its affiliates to charge that card to obtain the necessary funds.

3.8 At checkout, a Buyer will have the option to store his debit or credit card details in his account with a Platform Operator. In the event the Buyer selects such option, the information will be stored by Alipay or its affiliates on behalf of the Platform Operators. The Buyer hereby authorizes Alipay or its affiliates to collect and store his debit or credit card information.

3.9 If you experience any questions with the processing of your payment on the Platform Sites, please contact us at https://global.alipay.com/open/faq.htmand/or https://cschannel.alipay.com/newPortal.htm?scene=scene_114&enterurl=https://cshall.alipay.com/hall/index.htm&cshallId=19eabb16bde644d7b2a9d49eb17a7e4e&pcHelperRouterId=19eabb16bde644d7b2a9d49eb17a7e4e. If you have placed an order from the Platform Site(s) and experience difficulties with your order, please contact customer service at the applicable Platform Site(s).

3.10 The Seller acknowledges and agrees that in the event of a Market Disruption Event, (a) any foreign currency exchange rate applicable to any affected Online Transactions involving an Impacted Currency, (b) any method for determining such foreign currency exchange rate involving the Impacted Currency, and/or (c) the payment currency in respect of settlement of funds to the Seller, will be determined by Alipay in its sole and absolute discretion at the time of actual settlement by Alipay of the payment amount owed to the Seller arising from the Online Transaction.

For the avoidance of doubt, the foreign currency exchange rate to be applied to the Impacted Currency as determined by Alipay shall apply to the calculation of the payment amount owed to the Seller arising from the Online Transaction.

For the purposes of this clause 3.10:

“Market Disruption Event” means any action, event, or circumstance whatsoever which, as determined by Alipay in its sole and absolute discretion: (i) has the direct or indirect effect of causing any currency to not be available in the foreign exchange market in accordance with normal commercial practice; and/or (ii) results in an unusual price volatility of any currency in the foreign exchange markets.

“Impacted Currency” means a currency referred to in (i) and/or (ii) of the definition of “Market Disruption Event”.

3.11 You acknowledge and agree that:

(a) Alipay does not verify nor guarantee the accuracy, authenticity, reliability, appropriateness, or completeness of any and all information and data made available to you through the Alipay Services (including without limitation, where applicable, foreign exchange rates);

(b) any information or data obtained by you from Alipay through the Alipay Services shall be used by you at your own risk and independent judgment, all risk associated with the use of, or reliance on, any of such information and data accessed through the Alipay Services rests with you; and

(c) Alipay shall not be responsible or liable, directly or indirectly, in any way for any losses, damages or consequences of any kind arising from or in connection with your use of, or reliance on, any information and data accessed through the Alipay Services.

4. Users’ Responsibilities

4.1 All Online Transactions are concluded by and between Users only. You shall complete the Online Transactions in accordance with the applicable Transaction Services Agreement and the relevant Platform Site’s terms, rules and policies. You agree that you will not hold Alipay and our affiliates or agents liable for any Online Transaction or any products or services supplied under any Online Transaction.

4.2 You agree to give all notices, provide all necessary information, materials and approvals, and render all reasonable assistance and cooperation necessary for Alipay’s provision of the Alipay Services. If your failure to do so results in any delay in the provision of any Alipay Services or cancellation of any Online Transaction, neither Alipay nor our affiliates shall be liable for any loss or damages arising from such delay.

4.3 You represent and warrant that:

(a) you will use the Alipay Services in good faith and in compliance with all applicable laws and regulations;

(b) the information and materials you provide in connection with the use of the Alipay Services is true, complete, lawful and accurate, and is not false, misleading or deceptive;

(c) you will not use the Alipay 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);

(d) if you are a Seller of products:

(i) you have the legitimate right and authorization to sell, distribute or export the products sold by you through the services provided by the Platform Operator and the sale of such products do not violate applicable law or regulation, including import and export control laws and regulations and economic sanctions programs administered by the Office of Foreign Assets Control, or infringe any third party’s rights;

(ii) you have good title to the products sold in an Online Transaction, and the products meet all relevant descriptions and requirements; and

(e) if you are a Seller of services, you will provide the services ordered with reasonable care and skills.

4.4 If in Alipay’s sole opinion based on reasonable evidence, any User is not acting in good faith, is abusing the Alipay Services, or is in breach of this Agreement, Alipay shall have the right to request the relevant Platform Operator to cancel the Online Transaction.

4.5 You as the User 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 Alipay Services or otherwise arising from the Online Transaction.

4.6 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 the Alipay 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 case you shall cooperate with Alipay in asserting any available defenses.

5. Personal Data Privacy

5.1 You agree that we may collect, hold, use and transfer your personal data in accordance with the Alipay Privacy Policy available at https://render.alipay.com/p/f/agreementpages/alipayglobalprivacypolicy.html

6. Suspension of Systems

6.1 If you are unable to use the Alipay Services directly or indirectly due to either system suspension which has been announced by Alipay in advance, or any Force Majeure Event (as defined under Clause 8), you agree that to the full extent permitted by applicable law you will not hold the Alipay Indemnified Persons liable for any default, delay or failure in performing its obligations under this Agreement:

7. Disclaimer and Limitation of Liability

7.1 To the full extent permitted by applicable law Alipay shall only be liable for the obligations expressly set forth in this Agreement.

7.2 You agree that all disputes from the Online Transaction shall be a matter solely between you and your counterparty.

7.3 Users’ information is provided by the Users themselves. Alipay makes no representation or warranty with respect to the accuracy, truthfulness and completeness of the Users’ information. You will be solely responsible for all consequences resulting from your own judgment and decision to use or otherwise rely on such information.

7.4 Except as expressly provided in this Agreement and to the full extent permitted by applicable law, Alipay makes no warranty regarding the Alipay Services or any products or services supplied by the Sellers under any Online Transaction, including to:

(a) the Alipay Services meeting your requirements;

(b) the Alipay Services being uninterrupted, timely or error free; or

(c) any products, information, materials or services obtained by you in connection with the Alipay Services meeting your requirements.

7.5 Any information, proposal or materials that you may obtain from the Alipay Indemnified Persons or through the use of the Alipay Services, whether in writing or oral, shall not constitute Alipay’s warranty regarding the Alipay Services.

7.6 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW THE ALIPAY 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 DISCLAIMED AND EXCLUDED.

7.7 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 ALIPAY SERVICES.

7.8 TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF THE ALIPAY INDEMNIFIED PERSONS ARISING FROM THE ALIPAY SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE TOTAL REMUNERATION THAT ALIPAY MAY DERIVE FROM SUCH TRANSACTION.

7.9 By using the Alipay Services, you acknowledge and agree that Alipay is not a bank and the Alipay Services should in no way be construed as the provision of banking services. Alipay is not acting as a trustee, fiduciary or escrow with respect to a User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Alipay Services. Alipay does not guarantee the identity of any User or ensure that a Buyer or a Seller will complete a transaction on the Platform Sites.

7.10 Some jurisdictions do not allow the exclusion of implied warranties or the limitation or exclusion of liability for incidental or consequential damages, so the foregoing exclusions or limitations may not apply to you. You may also have other rights that vary by jurisdiction and other jurisdictions.

7.11 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.”

8. Force Majeure

Neither you, your affiliates or agents (“User Indemnified Persons”) or the Alipay Indemnified Persons (each of the User Indemnified Persons and Alipay Indemnified Persons being a “Person”) shall be held liable for any default, delay or failure in performing its obligations under this Agreement resulting directly or indirectly from acts of nature, forces or causes beyond the reasonable control of such Person, including (i) a fire, flood, elements of nature or other acts of God, (ii) an outbreak or escalation of hostilities, war, riots or civil disorders, or an act of terrorism; (iii) Internet failures, computer, telecommunications, electrical power failures or any other equipment failures; (iv) a labor dispute (whether or not employees’ demands are reasonable or within the Person’s power to satisfy), (v) acts or omissions of a government authority prohibiting or impeding the affected Person 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 (vi) the non-performance by a third party for any similar cause beyond the reasonable control of the Person (collectively, a “Force Majeure Event”). If a Force Majeure Event occurs, the non-performing party to this Agreement will be excused from any further performance of the obligations affected by the event only for as long as the Force Majeure Event continues and the party continues to use commercially reasonable efforts to resume performance.

9. Jurisdiction

9.1 This Agreement is governed by and construed under the laws of the Republic of Singapore, without regard to its principles of conflict of laws, subject to the specific legal requirements set out in Schedules 8A and 8B.

9.2 If any dispute, controversy or claim arises out of, in connection with or relating to this Agreement, an Online Transaction or your use of the Alipay Services (“Dispute”), the relevant parties shall first attempt to resolve the Dispute through amicable negotiations. Any and all Disputes, including any question regarding the existence, interpretation, validity, invalidity, breach or termination of this Agreement, will be referred to and finally resolved exclusively by arbitration in Singapore administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre for the time being in force, which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Singapore. The Tribunal shall consist of three (3) arbitrators. Each party shall appoint one (1) arbitrator, and the two (2) arbitrators so appointed by the parties shall then select the third arbitrator, who shall serve as chair of the tribunal. The language of the arbitration shall be English. If any legal proceedings against the Alipay Indemnified Persons arise, directly or indirectly, from your breach of the applicable Transaction Services Agreement, you shall, to the full extent permitted by applicable law, indemnify and hold the Alipay Indemnified Persons harmless and indemnified against any claims, losses, damages that may be suffered by the Alipay Indemnified Persons. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.

9.3 In any event and to the full extent permitted by applicable law, you may not make any claim against the Alipay Indemnified Persons under this Agreement after one year from the date of occurrence of the matter giving rise to the claim.

9.4 Notwithstanding the foregoing provisions, either party may seek interim relief, such as preliminary injunction, preservation of property or evidence, etc., in any court of competent jurisdiction.

10. General Provisions

10.1 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

10.2 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”.

10.3 Except for the limited purpose of processing payments as agent of Sellers in accordance with clause 3.1, no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

10.4 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.

10.5 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. A User may not assign, in whole or part, this Agreement to any person or entity.

10.6 If there is any conflict between the English language version and another language version of this Agreement, the English language version shall prevail.

SCHEDULE 1

Additional Terms and Conditions for the AliExpress Site

This Schedule shall apply only to Users of the AliExpress Site

1. Buyer protection plan

You acknowledge that the AliExpress Site may also provide buyer protection plan for certain Online Transactions.

(a) If you are a Seller who has subscribed to the buyer protection plan: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by the Platform Operator on the AliExpress Site, respectively, to secure your due performance of obligations under the relevant buyer protection plan. You agree to permit and hereby authorize Alipay to act on the instructions of the Platform Operator to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.

(b) If you are a Buyer: You acknowledge and agree that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller has subscribed to such plan and the purchase falls within your protection plan’s scope. Clause 3.3 of the Agreement will not be applicable to you if the Seller has subscribed to the buyer protection plan and such plan covers your purchase.

2. The following provision shall replace clause 3.1 in the main agreement in its entirety:

3.1 The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site. When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or an authorised third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement. The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. The Purchase Payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction. Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date. Alipay may be named on the receipt but has no responsibility or liability in respect of any of the goods or services purchased and sold by Users through the Platform Sites. Without limiting Seller's agency appointment of Alipay as provided herein, for Buyers located in the United States or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is appointed as agent of Seller to receive Purchase Payments authorized by such Buyers. Alipay US may coordinate with or utilize its affiliates from time to time to collect Purchase Payments for certain transactions.

(a) Special sale terms for Buyers not located in the United States:

From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to make a partial payment to secure a product and sale price (“Partial Payment”) on a special sale date (the “Sale Date”). By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Partial Payment from Buyer and Buyer's commitment to pay the balance of the sale price (“Balance”) on the Sale Date. Buyer's subsequent payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Purchase Payment at the agreed upon sale price. Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price. In such case, the Buyer would be deemed to have canceled the Online Transaction and the Partial Payment would be refunded to Buyer.

(b) Special sale terms for Buyers located in the United States:

From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to pay a deposit to secure a product and sale price (“Deposit”) on a Sale Date. By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Deposit from Buyer and Buyer's commitment to pay the Balance on the Sale Date. In these cases, Seller agrees that Buyer's full payment of the Deposit to Alipay constitutes final payment of the Deposit to Seller extinguishing Buyer's payment obligation to Seller for the Deposit as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. Seller also agrees that Buyer's full payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Balance as if the Buyer had paid the Seller directly, even if payment is not received by Seller from Alipay. Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price. In such case, the Buyer would be deemed to have cancelled the Online Transaction and the Deposit would be refunded to Buyer.

(c) Market Disruption Event

The Seller acknowledges that Buyers may make payment in a currency that is different from the currency of the payment amount owed to the Seller.

The Seller acknowledges and agrees that in the event of a Market Disruption Event, any foreign currency exchange rate applicable to any affected Online Transactions involving an Impacted Currency, and/or method for determining such foreign currency exchange rate involving the Impacted Currency, will be determined by Alipay in its sole and absolute discretion at the time of actual settlement by Alipay of the payment amount owed to the Seller arising from the Online Transaction.

For the avoidance of doubt, the foreign currency exchange rate to be applied to the Impacted Currency as determined by Alipay shall apply to the calculation of the payment amount owed to the Seller arising from the Online Transaction.

For the purposes of this clause 3.1(c):

“Market Disruption Event” means any action, event, or circumstance whatsoever which, as determined by Alipay in its sole and absolute discretion:

(i) has the direct or indirect effect of causing any currency to not be available in the foreign exchange market in accordance with normal commercial practice; and/or

(ii) results in an unusual price volatility of any currency in the foreign exchange markets.

“Impacted Currency” means a currency referred to in (i) and/or (ii) of the definition of “Market Disruption Event”.

3. The following provision shall be added to the end of clause 3.3 in the main agreement:

Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Seller's account for Online Transaction payments maintained by Alipay Merchant Services Pte. Ltd (“Alipay MS”) in accordance with applicable local law (“Seller Account”). Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Seller Account. Once funds are credited to the Seller Account, Alipay MS is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay MS.

4. Certain terms in relation to Klarna Payment Methods

The terms in this clause 4 of Schedule 1 apply solely to Sellers in relation to Online Transactions where a payment method provided by Klarna Bank AB (publ) or its affiliate (“Klarna Payment Method”) was used to make payment. In the event of any conflict between the terms in this clause 4 of Schedule 1 and the other terms in this Agreement (insofar as such terms relate to Sellers in respect of such Online Transactions), the terms of this clause shall prevail.

(a) Claims

Where a Buyer makes a purchase of purchase of goods or services from the Seller and selects a Klarna Payment Method to pay for the purchase (the “Claim”), Klarna has the sole right to receive payment from the Buyer in relation to that purchase.

The exclusive right to receive payment from the Buyer in relation to a Claim is assigned by Alipay to Klarna. Klarna settles the value of the Claim to Alipay, net of amounts Klarna is authorised to retain under its agreement with Alipay.

Alipay is authorised to make the Klarna Payment Methods available, and settle payment for the Claims, to the Seller. In relation to Claims, only Alipay therefore has a contractual relationship with Klarna; whereas Seller only has a contractual relationship with Alipay.

In the case of Online Transaction approval, the Claim arising out of the purchase vests solely in Klarna and payment to the Seller will be made via settlement by Klarna to Alipay, and by Alipay to the Seller in accordance with the respective terms agreed between such parties. Klarna will manage the collection of each Claim assigned to it.

As between Klarna and the Seller, Klarna will control, in its sole discretion, all decisions concerning credit application approval and underwriting of any Klarna Payment Method, including decisions on applicable credit limits for Buyers

(b) Claim returns

Klarna has the right to require Alipay to repay Claims in the following circumstances. In these circumstances, Alipay is required to repay any amounts paid for the Claim to Klarna, and the Seller, in turn, is required to repay Alipay. Accordingly, Seller acknowledges and agrees that any dispute submitted to the AliExpress Site for the Platform Operator’s determination may not be determined in the Seller’s favor under the following circumstances.
(i) If there is a dispute or contestation between the Seller and the Buyer regarding the Claim, or the Buyer’s obligation to settle the Claim, and such dispute or contestation is not based on a mere unwillingness or inability to pay (a dispute may be, for example, when the goods or services are alleged to be faulty or not delivered in full).
(ii) Claims in which a Buyer acquires cash (e.g., currency exchange), checks or money orders.
(iii) Claims where the Seller in connection with the placement of the order has not provided the Platform Operator with (and thus Klarna has not received) the complete list of goods/products bought by the relevant Buyer.
(iv) Claims where the Seller has deviated from the shipping terms set forth in clause 3(c) of this Schedule 1 below. This merely applies where the Buyer insists not having made the order or insists not having received the goods, or if it is otherwise unclear who has received the goods/services.
(v) Claims where the Buyer has used its lawful right to withdraw from/cancel its purchase or where the Seller has extended to the Buyer a right to return the goods or services in excess of what is stipulated in applicable mandatory laws.
(vi) Claims in relation to which the Seller is imposing payment terms and conditions on Buyers specifically related to Klarna Payment Methods which conflict with the payment terms and conditions provided by Klarna to its users (e.g., if the Klarna Payment Methods has a due date of 14 days, but the Seller promotes said payment method with a 90 day due date).
(vii) If there are obstacles restricting the pledge or transfer of the Claim (e.g., if a Claim is already pledged or transferred to a third party).

(c) Shipping-related requirements

Seller agrees that if it fails to comply with the following shipping-related requirements in respect of an Online Transaction, then any dispute arising between the Seller and the Buyer may not be resolved by Platform Operator in favor of the Seller:

(i) Seller must provide to the Platform Operator the Buyer’s name, tracking number, shipping carrier’s name, shipping address (including street details, city, country and region and postal code, as applicable), name of goods and product category, upon request within the time specified by the Platform Operator. Seller shall store such shipping information for at least six months from the date of the Online Transaction.

(ii) Seller must ship the goods to the Buyer’s shipping address approved as part of authorization of the Online Transaction. The tracking ID must be capable of tracking online, with the website of the logistics carrier or logistics carrier aggregator showing (at a minimum) “delivered” status and date and time of delivery.

(iii) Seller must send a delivery notification to the Buyer via in-app notification or via e-mail or text message to the contact set forth in the order confirmation.

(d) Klarna ethical instructions

Klarna or Alipay may at its sole discretion cease making Klarna Payment Methods available with respect to the Seller if the Seller offers goods or services that conflict with Klarna’s then applicable Ethical Instructions (current version available via the following link: https://cdn.klarna.com/1.0/shared/content/policy/ethic/en_gb/merchant.pdf).

SCHEDULE 2

Additional Terms and Conditions for the Alibaba.com Wholesale Site

This Schedule shall apply only to Users of the Alibaba.com Wholesale Site.

1.Buyer protection plan

You acknowledge that the Alibaba.com Wholesale Site may also provide buyer protection plan for certain Online Transactions.

(a) If you are a Seller who has subscribed to the buyer protection plan: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by Alibaba.com on the Alibaba.com Wholesale Site, respectively, to secure your due performance of obligations under the relevant buyer protection plan. You agree to permit and hereby authorize Alipay to act on the instructions of Alibaba to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.

(b) If you are a Buyer: You acknowledge and agree that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller has subscribed to such plan and the purchase falls within your protection plan’s scope. Clause 3.3 of the Agreement will not be applicable to you if the Seller has subscribed to the buyer protection plan and such plan covers your purchase.

2. The following provision shall replace clause 3.1 in the main agreement in its entirety with respect to Buyers that pay through credit cards or debit cards (“Card Buyers”):

3.1 The Card Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site. When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or an authorised third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement. The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Card Buyers. The Seller agrees that the Card Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Card Buyer’s payment obligation to Seller as if the Card Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. The Purchase Payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction. Card Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date. Alipay may be named on the receipt but has no responsibility or liability in respect of any of the goods or services purchased and sold by Users through the Platform Sites. Without limiting Seller's agency appointment of Alipay as provided herein, for Card Buyers located in the United States or Card Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is appointed as agent of Seller to receive Purchase Payments authorized by such Card Buyers. Alipay US may coordinate with or utilize its affiliates from time to time to collect Purchase Payments for certain transactions.

3. The following provision shall replace clause 3.3 in the main agreement:

Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Sellers’ accounts for Online Transaction payments maintained by Alipay Merchant Services Pte. Ltd. ("Alipay MS") in accordance with applicable local law. Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to Alipay MS. Once funds are credited to Alipay MS, Alipay MS is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay MS.

SCHEDULE 3

Additional Terms and Conditions for the Tmall Global Site

Nil

SCHEDULE 4

Additional Terms and Conditions for the Alibaba Cloud Site

This Schedule shall apply only to Users of the Alibaba Cloud Site.

For Buyers on the Alibaba Cloud Site who are individuals located in, or entities with their head or registered office located in, the UK, the Alipay Services provided under this Agreement shall be provided by Alipay (UK) Limited and references to “Alipay” in this Agreement shall be construed accordingly.

For Buyers on the Alibaba Cloud Site who are individuals located in, or entities with their head or registered office located in, the EEA, the Alipay Services provided under this Agreement shall be provided by Alipay (Europe) Limited S.A. and references to “Alipay” in this Agreement shall be construed accordingly.

1. Recurring Payment Service

This paragraph shall apply to all Buyers who have selected the Recurring Payment Service (as defined below).

1.1 Users of the Alibaba Cloud Site have the option of giving standing instructions to Alibaba Cloud for the automatic withdrawals from a bank account or debit or credit card designated by the User (the "User Bank Account" and "User Bank Card" respectively) and accepted by Alibaba Cloud and Alipay for payment in connection with an Online Transaction (the "Recurring Payment Service"). The Recurring Payment Service will be provided by Alipay and our affiliates as part of the Alipay Services. For the avoidance of doubt, references to the "Alipay Services" in this Agreement include the Recurring Payment Service.

1.2 Alipay shall have the sole and absolute discretion as to whether to provide the Recurring Payment Service to a User.

1.3 You hereby authorize on a recurring basis Alipay or its affiliates to act upon the instructions of Alibaba Cloud and instruct the relevant bank in which your User Bank Account or User Bank Card is maintained (the "User Bank") to debit or credit your User Bank Account or User Bank Card for making payments in connection with an Online Transaction. You represent and warrant that you have full power and authority in relation to the User Bank Account or User Bank Card to give proper authorization to Alipay or its affiliates in order for it to provide the Recurring Payment Service to you.

1.4 You represent and warrant that you will maintain at all times a sufficient balance in your User Bank Account or User Bank Card to enable the User Bank to make the relevant debits or credits in accordance with the instructions of Alipay or its affiliates. Alipay shall have the right to refuse to provide the Recurring Payment Service to you for an Online Transaction if your User Bank Account or User Bank Card does not have sufficient funds or credit to meet your payment obligations. Alipay shall have the right to impose an administrative fee for unsuccessful debit instructions.

1.5 You agree that Alipay or its affiliates may collect, use, disclose and transfer information relating to your instructions and the User Bank Account or User Bank Card to other persons for the purpose of providing the Recurring Payment Service.

1.6 To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any error, delay, neglect, or omission in the transmission of any payment under the Recurring Payment Service, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.

1.7 To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any costs, losses, damages, actions, claims and liabilities which you or any other person may incur or suffer in connection with or as a result of providing the Recurring Payment Service to you, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.

1.8 Alipay may suspend or terminate the provision of the Recurring Payment Service to a User at any time in its sole discretion.  

2. Sellers on the Alibaba Cloud Site

2.1 It is acknowledged and agreed that Alipay Lux provides merchant acquiring services to Alibaba (Netherlands) B.V. (as Seller on the Alibaba Cloud Site). Such services are provided subject to the terms of a separate contract and not the terms set out in this Agreement.

2.2 It is acknowledged and agreed that Alipay UK provides merchant acquiring services to Alibaba.com (Europe) Limited (as Seller on the Alibaba Cloud Site). Such services are provided subject to the terms of a separate contract and not the terms set out in this Agreement.

SCHEDULE 5

Additional Terms and Conditions for the Taobao Drop Shipping Site

This Schedule shall apply only to Buyers on the Taobao Drop Shipping Site and relevant Sellers to such Buyers (“Relevant Sellers”).

With respect to the Taobao Drop Shipping Site, Payment Services Agreement shall govern the relationship between the Relevant Seller and the respective Alipay entity that provides the Alipay Services and this Agreement shall only apply to the Buyers that use credit cards, debit cards and/or bank accounts outside of China.

Where applicable, upon receipt of the Buyer’s payment, Alipay shall promptly notify the relevant Platform Site of the details of the payment. The Relevant Seller acknowledges and agrees that settlement of funds by Alipay shall be made to the Relevant Seller's account for Online Transaction payments maintained by Alipay MS in accordance with applicable local law (“Relevant Seller Account”). Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Relevant Seller Account. Once funds are credited to the Relevant Seller Account, Alipay MS is responsible for the Relevant Seller’s funds, and such funds shall be made available to the Relevant Seller as agreed between the Relevant Seller and Alipay MS.

1. Auto-Debit Payment Service

This paragraph shall apply to all Buyers who have selected the Auto-Debit Payment Service (as defined below).

1.1 Users of the Taobao Drop Shipping Site in the applicable jurisdiction have the option of giving standing instructions to Alibaba.com Singapore E-Commerce Private Limited (“Taobao Global”) for the automatic withdrawals from a bank account or debit or credit card designated by the User (the "User Bank Account" and "User Bank Card" respectively) and accepted by Alipay for payment in connection with an Online Transaction (the "Auto-Debit Payment Service"). The Auto-Debit Payment Service will be provided by Alipay and our affiliates as part of the Alipay Services. For the avoidance of doubt, references to the "Alipay Services" in this Agreement include the Auto-Debit Payment Service.

1.2 Alipay shall have the sole and absolute discretion as to whether to provide the Auto-Debit Payment Service to a User. For the avoidance of doubt, the Auto-Debit Payment Service shall not be provided to a User located in the U.S.

1.3 You hereby authorize on an ongoing basis Alipay or its affiliates to act upon the instructions of Taobao Global and instruct the relevant bank in which your User Bank Account or User Bank Card is maintained (the "User Bank") to debit or credit your User Bank Account or User Bank Card for making payments in connection with an Online Transaction. You represent and warrant that you have full power and authority in relation to the User Bank Account or User Bank Card to give proper authorization to Alipay or its affiliates in order for it to provide the Auto-Debit Payment Service to you.

1.4 You represent and warrant that you will maintain at all times a sufficient balance in your User Bank Account or User Bank Card to enable the User Bank to make the relevant debits or credits in accordance with the instructions of Alipay or its affiliates. Alipay shall have the right to refuse to provide the Auto-Debit Payment Service to you for an Online Transaction if your User Bank Account or User Bank Card does not have sufficient funds or credit to meet your payment obligations. Alipay shall have the right to impose an administrative fee for unsuccessful debit instructions.

1.5 You agree that Alipay or its affiliates may collect, use, disclose and transfer information relating to your instructions and the User Bank Account or User Bank Card to other persons for the purpose of providing the Auto-Debit Payment Service.

1.6 To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any error, delay, neglect, or omission in the transmission of any payment under the Auto-Debit Payment Service, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.

1.7 To the full extent permitted by applicable law, the Alipay Indemnified Persons shall not be liable for any costs, losses, damages, actions, claims and liabilities which you or any other person may incur or suffer in connection with or as a result of providing the Auto-Debit Payment Service to you, save to the extent caused by the gross negligence or willful misconduct of the Alipay Indemnified Persons.

1.8 Alipay may suspend or terminate the provision of the Auto-Debit Payment Service to a User at any time in its sole discretion.

SCHEDULE 6

Buyer Protection for the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site

This Schedule shall apply only to Users of the Taobao Global Site, Tmall Site and Taobao Site.

1. Buyer Protection Service

You acknowledge that the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site may also provide buyer protection service for Buyers in certain Online Transactions on the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site (“Taobao -Tmall Buyer Protection Service”) and that the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site, in their sole discretion, determine the eligibility standards, scope, features, limitations and all other terms and conditions for and may initiate, change, modify, revoke or terminate the Taobao-Tmall Buyer Protection Service from time to time. If you are a Buyer that have been admitted to the Taobao -Tmall Buyer Protection Service, you fully and unconditionally agree to the following terms and conditions with respect to the Taobao -Tmall Buyer Protection Service:

1.1 Account Protection. Alipay intends to use commercially reasonable efforts to employ industry customary practice security measures in processing and storing your payment information in your online accounts directly or indirectly with Alipay through the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site (“Alipay accounts”). However, you acknowledge that Alipay cannot guarantee the security and availability of services provided over open networks such as the internet at all times. Where there has been unauthorized use of your Alipay account (see Scope of Protection below), Alipay may compensate you for certain losses you suffer if you comply with the rules set out below.

1.2 Scope of Protection.

(a) Scope of protection.

You may seek compensation under the Taobao -Tmall Buyer Protection Service only for direct losses suffered by you and caused by unauthorized transaction through your Alipay account, to which you have linked your credit cards, provided you have not violated any terms of the Alipay Service Agreement including provisions under this schedule.

(b) Eligibility standards.

You should meet at least the following conditions to be eligible for the protection under the Taobao -Tmall Buyer Protection Service:

(i) You have notified Alipay within 180 days of your Alipay account's unauthorized transactions.

(ii) Your Alipay account has been used without your authorization.

(iii) Your Alipay account has passed user identity authentication before the unauthorized transaction takes place.

(iv) Your Alipay account has properly used Alipay security products (including but not limited to SMS verification services, etc.) or has been linked to your authorized mobile phone number before the unauthorized transaction takes place.

(c). The amount of each compensation shall not exceed the dollar amount of direct loss caused by the unauthorized transaction. Each Alipay account shall be compensated one time and one time only for the unauthorized transaction through your linked credit card.

(d). The following incidents are not covered by this protection service:

(i) Alipay, after investigation or reasonable judgement, believes that your claim of unauthorized transactions through your Alipay account is questionable, or has reason to believe that the allegedly “unauthorized transactions” are in fact authorized by you or your spouse, relatives, friends or employees, agents, etc. For example, the allegedly “unauthorized transactions” through your linked credit cards occurs in a trusted network environment (such as through an equipment or IP address normally used by you, or the transaction passed verification by SMS, etc.), or there is a suspicious situation in which your own statements do not match the facts and circumstances investigated and determined by Alipay.

(ii) Alipay, after investigation or reasonable judgement, determines that your intentional behavior, gross negligence or illegal behavior contributed to the allegedly unauthorized transaction and your own financial losses (such as voluntarily disclose to others your Alipay account credentials including account name/password; entering account name/password on phishing website).

(iii) Alipay, after investigation or reasonable judgment, believes that your losses are due to fraud or coercion by others.

(iv) You fail to provide all or part of the information requested by Alipay including but not limited to the information on User Claim Letter, or do not actively cooperate with Alipay; or Alipay, in its reasonable judgment, believes that the information provided by you cannot prove that the funds in the card linked to Alipay account is spent without your authorization.

(e) Funds in the credit card linked to your Alipay account has been lost due to third parties other than the unauthorized user that stole your Alipay account credentials.

(f) Your Alipay account has already enjoyed the protection service before this unauthorized use, or you have recovered your losses from other means (such as submitting a chargeback request to the issuing bank).

(g) You have not complied the Alipay Service Agreement including terms under this and other schedules, attachments, or other rules published by Alipay, and Alipay, after reasonable judgment, determines that you are not entitled to this protection service or compensation due to reasons including but not limited to your acts of fraud, speculation, and violation of the legitimate rights and interests of others on any Alibaba website, Alipay website or when using any Alibaba or Alipay products or services.

(h) Due to force majeure factors such as typhoon, earthquake, tsunami, flood, power outage, war, terrorist attack, etc., Alibaba’s or Alipay’s system fails to perform services.

(i) Alibaba’s or Alipay’s service interruption or delay due to hacker attacks, technical adjustments or failures in the telecommunications sector, website upgrades, banking problems, etc.

1.3 Protection methods

(a) You may apply for compensation from Alipay if the unauthorized transaction is within the scope and terms and conditions of this protection service. You should notify Alipay immediately after you discovers the unauthorized transaction and submit relevant application materials including but not limited to the user claim letter and supporting documents as requested by Alipay. Alipay will process your application in accordance with terms of the Alipay Services Agreement and its internal policies and procedures.

(b) Regardless of the way Alipay chooses to protect your rights and interests, you agree and acknowledge that Alipay's decision to offer you this protection service and to compensate your losses accordingly does not mean that Alipay’s acts or omissions caused your losses, nor does it represent Alipay shall assume any liability therefor.

(c) You agree that, whenever and as soon as Alipay determines to compensate your losses, you shall fully and unconditionally transfer to Alipay, and Alipay shall immediately obtain and assume, all your rights and claims to any party that you may have in connection with the foregoing losses. You shall not make any claims or exercise any rights that have been transferred by you to Alipay, nor may you make any additional claim to Alibaba, Alipay or any of their respective affiliates.

(d) If you recover the loss from other channels, there is evidence that you may have committed fraud, or you should be responsible for your losses, you should notify Alipay and return the compensation paid by Alipay to you under this protection service immediately; if Alipay discovers any of the foregoing circumstances, you should repay all the amount paid to you under this protection service immediately after you receive notice from Alipay. You acknowledge and agree that Alipay reserves the right to recover from you, including but not limited to, deducting the amount that Alipay has paid to you under this protection service from all or part of your Alipay account, in the event that you do not return the compensation in time.

(e) You understand and agree that Alipay may, in the event of an advance notice to you by email or publication on the website or app of the Taobao Drop Shipping Site, Taobao Global Site, Tmall Site and Taobao Site, modify any terms or conditions of or terminate or revoke this protection service unilaterally and shall not be liable for such modification or termination.

(f) You understand and agree that when Alipay compensates you, it has the right and discretion to choose to refund to your credit card, pay to your bank account or through other means and methods.

1.4 Risk control measures

You understand and agree that the fact that you have claimed compensation for financial losses in connection with your use of Alipay payment services and Alipay accounts indicates that the Alipay account you are using is at risk. In order to protect you, Alipay may suspend all or part of Alipay services, including but not limited to limiting certain functions of your Alipay account such as top-up and payment.

You agree to provide evidence, documents and information to support your compensation claim, including but not limited to: the front and back of the credit card used in the payment, the identification documents used to apply for the credit card (local ID card / passport), photo of bank statement, and User claim letter.

1.5 User claim letter

You shall contact the customer service of Alipay to obtain the latest form of User claim letter, which may be modified by Alipay from time to time. You shall properly complete, sign and submit a user claim letter before claiming any compensation under this Taobao–Tmall Buyer Protection Service.

SCHEDULE 7

Additional Terms and Conditions for the Alibaba.com Site

This Schedule shall apply only to Users of the Alibaba.com Site

1. Trade Assurance Program

If you are Seller: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by Alibaba.com on the Alibaba.com Site to secure your due performance of obligations under the relevant trade assurance program. You agree to permit and hereby authorize Alipay to act on the instructions of Alibaba to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant trade assurance program.

If you are a Buyer: You acknowledge and agree that the protection afforded to you under a trade assurance program applies to those Online Transactions where the Seller has subscribed to such program and the purchase falls within the trade assurance program scope.

2. The following provision shall replace clause 3.1 in the main agreement in its entirety:

3.1 The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site. When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or an authorised third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement. The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. The Purchase Payment must be made in U.S. dollars or any other currencies as supported by Alipay at the time of the transaction. Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date. Alipay may be named on the receipt but has no responsibility or liability in respect of any of the goods or services purchased and sold by Users through the Platform Sites. Without limiting Seller's agency appointment of Alipay as provided herein, for Buyers located in the U.S. or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is appointed as agent of Seller to receive Purchase Payments authorized by such Buyers. Alipay US may coordinate with or utilize its affiliates from time to time to collect Purchase Payments for certain transactions.

3. The following provision shall replace clause 3.3 in the main agreement if Seller is located inside the U.S.:

3.3 Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Seller's account for Online Transaction payments maintained by Alipay US if Seller is located in the U.S. (the “Seller Account”). Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Seller Account. Once funds are credited to the Seller Account, Alipay US is responsible for Seller's funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay US.

4. The following provision shall replace clause 3.3 in the main agreement if Seller is located outside the U.S.:

3.3 Seller acknowledges and agrees that settlement of funds by Alipay shall be made at Platform Operator’s instruction to Seller's account for Online Transaction payments maintained by Alibaba.com Hong Kong E-Commerce Private Limited (“Alibaba HK”) (“ICBU Seller Account”) or Alipay Merchant Services Pte. Ltd (“Alipay MS”), as applicable, in accordance with applicable local law.

Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the ICBU Seller Account or the Seller’s account with Alipay MS as applicable. Once funds are credited to the ICBU Seller Account, Alibaba HK is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alibaba HK. Once funds are credited to the Seller’s account with Alipay MS, Alipay MS is responsible for the Seller’s funds, and such funds shall be made available to the Seller as agreed between the Seller and Alipay MS.

Alipay shall retain the funds received in connection with an Online Transaction until instructed by the Platform Operator. Alipay shall process the funds in accordance with instructions of the Platform Operator.

5. In the event of a refund, the User acknowledges and agrees that refunds shall be made at the Platform Operator’s instruction directly (or indirectly through an affiliate of Alipay MS), but that responsibility for the refund lies with Alibaba HK.

6. Offline Alipay Services

This provision shall apply only to Users of Offline Alipay Services:

6.1 For the purposes of this clause, “Offline Transactions” refers to offline transactions concluded between you and a buyer outside of the Alibaba.com Site, whereby after such transactions are completed, you, being a Seller on the Alibaba.com Site shall upload details corresponding to such transactions onto the Alibaba.com Site, and in respect of which you wish Alipay and/or our Affiliates to provide Offline Alipay Services to you.

1. Offline Alipay Services

1.1 The following provision shall replace clause 2.1 of the main agreement if the transaction is an Offline Transaction:

2.1 The “Offline Alipay Services” are services provided by Alipay and our Affiliates to facilitate payments in connection with Offline Transactions. Each of your Offline Transactions continue to be subject to the applicable terms between you and the Alibaba.com Site.

1.2 The following provision shall replace clause 2.2 of the main agreement if the transaction is an Offline Transaction:

2.2 The Alipay Services are only available to a “User” who is a “Seller” on the Alibaba.com Site. A User who sells or provides any product or service in an Offline Transaction is referred to as a “Seller”. If your subscription to any services of the Platform Sites expires or is terminated for any reason, you will not be eligible to use the Offline Alipay Services to conclude Offline Transactions.

1.3 The following provision shall replace clause 2.3 of the main agreement if the transaction is an Offline Transaction:

2.3 Alipay shall have the right to refuse to provide the Offline Alipay Services for an Offline Transaction if (a) the Offline Transaction does not satisfy the terms and conditions in the applicable terms between you and the Alibaba.com Site or the other applicable terms, rules and policies concerning the transaction services provided by the Platform Operators under the applicable Transaction Services Agreement in accordance with the Platform Operators’ instructions; or (b) if Alipay during the course of its verification and transaction monitoring checks rejects, cancels or has any fraud or fraud related suspicions relating to such Offline Transaction; and/or (c) if Alipay has reason to believe that the Offline Transaction may violate any laws, rules or regulations or may otherwise subject Alipay or any of our Affiliates to liability or obligation. You agree that Alipay and/or its local Affiliates shall have the sole and absolute discretion to send or transfer funds subject to the terms of this Agreement and in accordance with the instructions of the Alibaba.com Site.

1.4 The following provision shall replace clause 2.4 of the main agreement if the transaction is an Offline Transaction:

2.4 Notwithstanding any other provision of this Agreement, Alipay may terminate or suspend the Offline Alipay Services, in part or in whole, in its sole discretion and without notice, and shall not otherwise be responsible for any failure to perform or comply with such relevant obligations, where acts or omissions of a governmental or regulatory authority or agency prohibit or impede Alipay (or any of its Affiliates or representatives) from performing its obligations under the Agreement, including orders of domestic or foreign courts or tribunals, governmental restrictions, sanctions, restrictions on foreign exchange controls, etc.

2. Offline Alipay Services for Offline Transactions

2.1 The following provision shall replace the whole of clause 3 of the main agreement if the transaction is an Offline Transaction:

3.1 Seller acknowledges and agrees that Alipay shall retain funds received from a buyer in connection with an Offline Transaction until such time that Alipay requires to complete and be satisfied with the outcome of its verification and transaction monitoring checks on the relevant Seller and the particular Offline Transaction.

3.2 You hereby acknowledge and agree that after the checks referred to in Clause 3.1 are completed, Alipay shall take instructions from the Alibaba.com Site in deducting, withholding, releasing, transferring and otherwise disposing of any such settlement funds received from buyers arising from the Offline Services (“Offline Settlement Funds”) to the designated account(s) (the "Designated Account") maintained with a recipient (which could include China Citic Bank Shenzhen Branch ("CITIC"), an affiliate of the Alibaba.com Site or an Alipay Affiliate) as specified by the Alibaba.com Site, in accordance with applicable local law.

3.3 You hereby acknowledge and agree that Alipay's obligation to remit the Offline Settlement Funds is extinguished once funds are credited to the Designated Account. Once funds are credited to the Designated Account, (i) the Recipient is responsible for the Sellers' funds, (ii) Alipay shall no longer be responsible for such Offline Settlement Funds, (iii) the relevant Offline Settlement Funds shall be made available to the Recipient as agreed between the Recipient and the Alibaba.com Site, and (iv) any and all disputes relating to these Offline Settlement Funds will be resolved between the Recipient and the Alibaba.com Site.

6.2 In the event of a refund, and provided that the Offline Settlement Funds are still held by Alipay and/or its Affiliates, the User acknowledges and agrees that refunds shall be made at the Alibaba.com Site’s instruction directly or indirectly provided to Alipay and/or its Affiliates, but that responsibility for the refund lies with the Alibaba.com Site and/or its Affiliates (as the case may be).

6.3 In the event of a refund and the Offline Settlement Funds are no longer held by Alipay and/or its Affiliates, the User acknowledges and agrees that refunds shall be made by the Alibaba.com Site directly without the involvement of Alipay.

7. Seller shall not sell to any Users in India any goods that are prohibited or restricted from import under Indian laws, including the goods set out below:

(i) Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;

(ii) Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne;

(iii) Body parts which includes organs or other body parts;

(iv) Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (Spam);

(v) Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;

(vi) Child pornography which includes pornographic materials involving minors;

(vii) Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;

(viii) Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials;

(ix) Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;

(x) Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;

(xi) Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;

(xii) Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items;

(xiii) Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;

(xiv) Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content;

(xv) Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;

(xvi) Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;

(xvii) Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;

(xviii) Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;

(xix) Offensive goods, which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;

(xx) Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;

(xxi) Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner;

(xxii) Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;

(xxiii) Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;

(xxiv) Securities, which includes stocks, bonds, or related financial products;

(xxv) Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;

(xxvi) Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changers, and related products;

(xxvii) Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;

(xxviii) Wholesale currency, which includes discounted currencies or currency, exchanges;

(xxix) Live animals;

(xxx) Multi Level marketing collection fees;

(xxxi) Matrix sites or sites using a matrix scheme approach;

(xxxii) Work-at-home information;

(xxxiii) Drop-shipped merchandise;

(xxxiv) Collecting and effecting / remitting payments directly /indirectly outside India in any form towards overseas foreign exchange trading through electronic/internet trading portals.

SCHEDULE 8A

Special Terms for Sellers in the European Economic Area

Alipay (Europe) Limited S.A. is a public limited liability company (société anonyme) organised under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register (R.C.S. Luxembourg) under number B188095 with registered address 9, rue du Laboratoire, L-1911 Luxembourg, Grand Duchy of Luxembourg and authorised by the Luxembourg Financial Sector Regulator (Commission de Surveillance du Secteur Financier) as an electronic money institution under the Payment Services Law (as defined below) for, amongst other things, the acquiring of payment transactions ("Alipay Lux").

This Schedule 8A forms part of, and amends, the Agreement where You are an individual located in, or a legal entity with its registered or head office in, the European Economic Area and Alipay Lux is providing the Alipay Services to You in the European Economic Area. If any provision in this Schedule 8A conflicts with a provision in the Agreement, the provision in this Schedule 8A will prevail. The Agreement and any notices given in connection with it, will be in English.

1. Interpretation

1.1 In this Schedule 8A:

(a) capitalised terms used but not defined have the meanings given to them in the Agreement;

(b) “Business Day” means a day, other than a Saturday, Sunday or public holiday in Luxembourg, when banks in Luxembourg are normally open for business;

(c) “Cleared Funds” means funds in respect of a Payment Request which are no longer subject to a right of recall;

(d) “EEA” means the European Economic Area;

(e) “Payment Request” means any request from You to Alipay Lux to initiate a payment transaction;

(f) “Payment Services Law” means the Luxembourg law of 10 November 2009 on payment services, as amended;

(g) “PSD2” means Directive (EU) 2015/2366;

(h) “Settlement Account” means an account or accounts designated by You as the account to be debited and credited by Alipay Lux for card transactions, fees, chargebacks and other amounts due and payable.

(i) “Settlement Amount” means in respect of a payment order, the total amount, including the amount of the transaction and any fees, charges and costs that You owe to us pursuant to the Agreement in relation to the payment order;

(j) the terms “consumer” (consommateur), “payment order” (ordre de paiement) and “payment transaction” (opération de paiement) shall have the meaning given to it in the Payment Services Law;

(k) references to legislation, including the Payment Services Law and PSD2, are to such legislation as amended, updated and replaced from time to time.

2. Alipay Services

2.1 Where You are an individual residing in, or a legal entity with its registered or head office in, the EEA, Alipay Lux will provide the Alipay Services to You.

3. Opt-out of certain provisions in the Payment Services Law

3.1 You hereby expressly agree that:

(a) the provisions of Title III of the Payment Services Law, including Article 3 letter (o) (Negative scope), paragraph (3) of Article 48-1 (Conditions for exemptions relating to electronic money institutions), Article 60 (Information charges), Article 60-1 (Burden of proof with respect to information requirements), Article 61 (Currency and currency conversion), Article 62 (Information on additional charges or reductions), Article 65 (Prior general information), Article 66 (Information and conditions), Article 66-1 (Information for payer’s account servicing payment service provider in the event of a payment initiation service), Article 67 (Information for the payer after receipt of the payment order), Article 68 (Information for the payee after execution), Article 70 (Prior general information), Article 71 (Information and conditions), Article 72(Accessibility of information and conditions of the framework contract), Article 73 (Changes in conditions of the framework contract), Article 74 (Termination), Article 75 (Information before execution of individual payment transactions), Article 76 (Information for the payer on individual payment transactions) and Article 77 (Information for the payee on individual payment transactions) thereof, shall not apply to the Agreement;

(b) the following provisions of Title IV of the Payment Services Law shall not apply to the Agreement: paragraph (1) of Article 79 (Charges applicable), paragraphs (3) and (4) of Article 81-3(Provisions concerning access to data and payment accounts and the use of such data in the context of account information services), Article 86 (Evidence on authentication and execution of payment transactions), Article 88 (Payer's liability for unauthorised payment transactions), Article 89 (Refunds for payment transactions initiated by or through a payee), Article 90 (Requests for refunds for payment transactions initiated by or through a payee) and Article 93 (Irrevocability of a payment order), Article 101 (Non-execution or defective execution);

(c) the provisions of Title III and Title IV of PSD2, as implemented in other EEA member states shall not apply to the Agreement.

3.2 You represent and warrant that You are not a consumer and are deemed to repeat such representation and warranty each time You submit a payment request to Alipay Lux unless You have notified Alipay Lux that this is not the case.

3.3 You shall notify Alipay Lux in writing immediately if at any time during the term of the Agreement You become a consumer, in which case Alipay Lux may (in its absolute discretion) cease to provide some or all of the Alipay Services under the Agreement to You.

3A. Fees

The Alipay Services that Alipay Lux provides to you may be subject to service, currency conversion and other fees. All such fees are set forth on the relevant Platform Site unless they have been separately advised and agreed with you (“Alipay Lux Fees”). The Alipay Lux Fees are incorporated herein by reference and form part of this Agreement. The Alipay Lux Fees are subject to change in Alipay Lux’s sole discretion. You agree to pay all Alipay Lux Fees and your continued use of the Alipay Services indicates your continued acceptance of the Alipay Lux Fees. We will communicate any updated fees with you in accordance with paragraph 8 (Amendments) below and will update them online on the relevant Platform Site or communicate with You via other channels.

4. Use of personal data

4.1 For the provision of Alipay Services, Alipay Lux will need to collect, process and retain personal data of You. For these personal data Alipay Lux is a data controller (meaning given under Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the Processing of Personal Data and on the free movement of such data (General Data Protection Regulation) (EU/2016/679)).

4.2 Alipay Lux shall process Your personal data in accordance with our privacy policy stated in Clause 5 of this Agreement.

5. Communications and notices

5.1 Alipay Lux will usually contact You via e-mail or the Site.

5.2 Where the applicable law requires Alipay Lux to provide information to You in a "durable medium", Alipay Lux will do so via e-mail or the Site.

5.3 All communications and notices to be given or sent under the Agreement shall be in English.

6. Complaints and disputes

6.1 All complaints relating to the Agreement will be processed pursuant to Alipay Lux’s complaint resolution procedures, which Alipay Lux will make available to You in English on the Site. Alipay Lux may amend and update such procedures from time to time.

7. Date of effect of this Schedule 8A

7.1 This Schedule 8A shall continue in effect until the Agreement is terminated or expires pursuant to its terms.

8. Amendments

8.1 Alipay Lux may make changes to this Agreement in the event of changes in legal or regulatory provisions or in case law, changes in market practice or market conditions, changes to the functionality of the Alipay Services provided to you, changes to the business requirements of Alipay or to ensure compliance with applicable law or regulation, by posting an updated version on the Platform Sites or communicating with You in this respect via other channels. These changes shall take immediate effect if the changes are not adverse to You (including, but not limited to, providing a better service or new feature) or to comply with applicable law. For any other changes, we will give You at least two weeks' written notice so You can consider the proposed amendments. If You reject in accordance with section 8.2 below, You have the right to terminate the Agreement free of charge and with effect at any time until the date when the amendments would have applied.

8.2 You agree that You will be deemed to accept any changes to the Agreement, unless You notify Alipay Lux before the date of their proposed date of entry into force that such changes are not accepted. If You do not terminate the Agreement and continue to use the Alipay Services after the changes have taken effect, You will be deemed to have accepted such changes.

9 Refusal of payment orders

9.1 Subject to its obligations under the Payment Services Law, and unless otherwise specified in the Agreement, Alipay Lux may refuse to accept a Payment Request or a payment order.

10. Incoming payments

10.1 As a Seller, You agree that, unless otherwise agreed in writing between You and Alipay Lux (in the Agreement or otherwise), the time of receipt of a payment order will be the time Alipay Lux receives the payment order or, where Alipay Lux receives the payment order after 15.00 hrs or on a day that is not a Business Day, the next Business Day.

11. Deductions

11.1 Alipay Lux will deduct or pay (as applicable) amounts it receives on your behalf by way of settlement of transactions from a third party payer:

(a) firstly, in payment of all amounts due to Alipay Lux, including in respect of fees, charges and costs due and payable pursuant to the Agreement or as set out in any invoices which we have sent to You; and

(b) secondly, unless otherwise agreed in writing between Alipay Lux and You (in the Agreement or otherwise), to your Settlement Account.

12. Severability

12.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph will not affect the validity and enforceability of the rest of this the Agreement.

13. Liability, rights and obligations

13.1 Nothing in the Agreement will exclude or limit any liability, or disapply or limit any rights or obligations, under the Payment Services Law, PSD2 or any other applicable laws that cannot be so excluded, disapplied or limited in accordance with the Payment Services Law, PSD2 and any other applicable laws (such liability, rights and obligations, together, “Mandatory Rules”). In the event of any conflict between a provision in the Agreement and any Mandatory Rule, the Mandatory Rule will prevail.

14. Termination

14.1 Alipay Lux may terminate the Agreement by giving you one (1) months’ prior notice.

14.2 You may terminate the Agreement at any time by giving Alipay Lux one month’s prior notice in writing.

14.3 The rights of termination of the User contained in this Agreement will however not apply where the Payment Services Law and/or any other current or future Luxembourg payment services laws and regulations prohibit the termination of the present Agreement for an event of insolvency or similar event of Alipay Lux.

15. Third party rights

15.1 Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

16. Governing law and jurisdiction

16.1 Where You are in the EEA and Alipay Lux is providing the Alipay Services to You, the Agreement shall be governed by the law of the Grand Duchy of Luxembourg. In the event of any dispute or claim arising from or in connection with the Agreement or your use of the Alipay Services, the relevant parties shall resolve such dispute or claim through amicable negotiations. If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of the Agreement), You irrevocably consent to the matter being referred to and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Paris. The language to be used in the arbitral proceedings shall be English. The arbitration award rendered by the International Chamber of Commerce shall be final and binding on all the relevant parties.

SCHEDULE 8B

Special Terms for Sellers in the United Kingdom

Alipay (UK) Limited is a company organised under the laws of England, (registered company number 08098385)) with registered address Millbank Tower, 21-24 Millbank, SW1P 4QP and authorised and regulated as an electronic money institution under the Electronic Money Regulations 2011 (“EMRs”) with reference number 927634 for, amongst other things, the acquiring of payment transactions ("Alipay UK").

This Schedule 8B forms part of, and amends, the Agreement where You are an individual located in, or a legal entity with its registered or head office in, the UK and Alipay UK is providing the Alipay Services to You in the UK. If any provision in this Schedule 8B conflicts with a provision in the Agreement, the provision in this Schedule 8B will prevail. The Agreement and any notices given in connection with it, will be in English.

1. Interpretation

1.1 In this Schedule 8B:

(a) capitalised terms used but not defined have the meanings given to them in the Agreement;

(b) “Business Day” means a day, other than a Saturday, Sunday or public holiday in the UK, when banks in the UK are normally open for business;

(c) “Cleared Funds” means funds in respect of a Payment Request which are no longer subject to a right of recall;

(d) “Payment Request” means any request from You to Alipay UK to initiate a payment transaction;

(e) “PSRs” means the Payment Services Regulation 2017, as amended;

(f) “PSD2” means Directive (EU) 2015/2366;

(g) “Settlement Account” means an account or accounts designated by You as the account to be debited and credited by Alipay UK for card transactions, fees, chargebacks and other amounts due and payable.

(h) “Settlement Amount” means in respect of a payment order, the total amount, including the amount of the transaction and any fees, charges and costs that You owe to us pursuant to the Agreement in relation to the payment order;

(j) the terms “consumer, “payment order” and “payment transaction” shall have the meaning given to them in the PSRs;

(k) references to legislation, including the PSRs and PSD2, are to such legislation as amended, updated and replaced from time to time.

2. Alipay Services

2.1 Where You are an individual residing in, or a legal entity with its registered or head office in, the UK, Alipay UK will provide the Alipay Services to You.

3. Representations

3.1 You represent and warrant that You are not a consumer, and are deemed to repeat such representation and warranty each time You submit a payment request to Alipay UK unless You have notified Alipay UK that this is not the case.

3.2 You shall notify Alipay UK in writing immediately if at any time during the term of the Agreement You become a consumer, in which case Alipay UK may (in its absolute discretion) cease to provide some or all of the Alipay Services under the Agreement to You.

4. Use of personal data

4.1 For the provision of Alipay Services, Alipay UK will need to collect, process and retain personal data of You. For these personal data, Alipay UK is a data controller (meaning given under the Data Protection Act 2018).

4.2 Alipay UK shall process Your personal data in accordance with our privacy policy stated in Clause 5 of this Agreement.

5. Communications and notices

5.1 Where the applicable law requires Alipay UK will provide information to You in a "durable medium", via e-mail or the Site.

5.2 All communications and notices to be given or sent under the Agreement shall be in English.

6. Complaints and disputes

6.1 All complaints relating to the Agreement will be processed pursuant to Alipay UK’s complaint resolution procedures, which Alipay UK will make available to You in English on the Site. Alipay UK may amend and update such procedures from time to time.

7. Date of effect of this Schedule 8B

7.1 This Schedule 8B shall continue in effect until the Agreement is terminated or expires pursuant to its terms.

8. Amendments

8.1 Alipay UK may make changes to this Agreement in the event of changes in legal or regulatory provisions or in case law, changes in market practice or market conditions, changes to the functionality of the Alipay Services provided to you, changes to the business requirements of Alipay or to ensure compliance with applicable law or regulation, by posting an updated version on the Platform Sites or communicating with You in this respect via other channels. These changes shall take immediate effect if the changes are not adverse to You (including, but not limited to, providing a better service or new feature) or to comply with applicable law. For any other changes, we will give You at least two months’ written notice so You can consider the proposed amendments. If You reject in accordance with section 8.2 below, You have the right to terminate the Agreement free of charge and with effect at any time until the date when the amendments would have applied.


8.2 You agree that You will be deemed to accept any changes to the Agreement, unless You notify Alipay UK before the date of their proposed date of entry into force that such changes are not accepted. If You do not terminate the Agreement and continue to use the Alipay Services after the changes have taken effect, You will be deemed to have accepted such changes.

9. Refusal of payment orders

9.1 Subject to its obligations under the PSRs, and unless otherwise specified in the Agreement, Alipay UK may refuse to accept a Payment Request or a payment order.

10. Incoming payments

10.1 As a Seller, You agree that, unless otherwise agreed in writing between You and Alipay UK (in the Agreement or otherwise), the time of receipt of a payment order will be the time Alipay UK receives the payment order or, where Alipay UK receives the payment order after 15.00 hrs or on a day that is not a Business Day, the next Business Day.

11. Deductions

11.1 Alipay UK will deduct or pay (as applicable) amounts it receives on your behalf by way of settlement of transactions from a third party payer:

(a) firstly, in payment of all amounts due to Alipay UK, including in respect of fees, charges and costs due and payable pursuant to the Agreement or as set out in any invoices which we have sent to You; and

(b) secondly, unless otherwise agreed in writing between Alipay UK and You (in the Agreement or otherwise), to your Settlement Account.

12. Severability

12.1 If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this paragraph will not affect the validity and enforceability of the rest of this the Agreement.

13. Liability, rights and obligations

13.1 Nothing in the Agreement will exclude or limit any liability, or disapply or limit any rights or obligations, under the PSRs, PSD2 or any other applicable laws that cannot be so excluded, disapplied or limited in accordance with the PSRs, PSD2 and any other applicable laws (such liability, rights and obligations, together, “Mandatory Rules”). In the event of any conflict between a provision in the Agreement and any Mandatory Rule, the Mandatory Rule will prevail.

14. Termination

14.1 Alipay UK may terminate the Agreement which is concluded for an indefinite term by giving You two (2) months’ prior notice.

14.2 You may terminate the Agreement at any time by giving Alipay UK one month’s prior notice in writing.

14.3 The rights of termination of the User contained in this Agreement will however not apply where the PSRs and/or any other current or future UK payment services laws and regulations prohibit the termination of the present Agreement for an event of insolvency or similar event of Alipay UK.

15. Third party rights

15.1 Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

16. Governing law and jurisdiction

16.1 Where You are in the UK and Alipay UK is providing the Alipay Services to You, the Agreement shall be governed by the law of England. In the event of any dispute or claim arising from or in connection with the Agreement or your use of the Alipay Services, the relevant parties shall resolve such dispute or claim through amicable negotiations. If such dispute or claim is still not resolved (including any dispute on the existence, validity or termination of the Agreement), You irrevocably consent to the matter being referred to and finally resolved by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Paris. The language to be used in the arbitral proceedings shall be English. The arbitration award rendered by the International Chamber of Commerce shall be final and binding on all the relevant parties.

16.2 The foregoing is without prejudice to the right of eligible Users to issue a complaint with the Financial Ombudsman Service - (FOS) in order to obtain an out of court settlement. More information about such dispute resolution procedure, the FOS and Your eligibility can be found here - www.financial-ombudsman.org.uk. The FOS can also be contacted at The Financial Ombudsman Service, Exchange Tower, London, E14 9SR, United Kingdom.

SCHEDULE 9

Additional Terms and Conditions for the Allylikes Site

This Schedule shall apply only to Users of the Allylikes Site.

1. Buyer protection plan

You acknowledge that the Allylikes Site may also provide buyer protection plan for certain Online Transactions.

(a) If you are a Seller who has subscribed to the buyer protection plan: Upon entering into a separate agreement with Alipay, you may be required to provide deposits using the methods as designated by the Platform Operator on the Allylikes Site, respectively, to secure your due performance of obligations under the relevant buyer protection plan. You agree to permit and hereby authorize Alipay to act on the instructions of the Platform Operator to deduct, withhold and dispose any deposits provided in accordance with the terms under the relevant buyer protection plan.

(b) If you are a Buyer: You acknowledge and agree that the protection afforded to you under a buyer protection plan applies to those Online Transactions where the Seller has subscribed to such plan and the purchase falls within your protection plan’s scope. Clause 3.3 of the Agreement will not be applicable to you if the Seller has subscribed to the buyer protection plan and such plan covers your purchase.

2. The following provision shall replace clause 3.1 in the main agreement in its entirety:

3.1 The Buyer in an Online Transaction shall pay the full transaction price listed for the Online Transaction to the Seller through the Alipay website unless another option is made available directly by the Platform Operator on the relevant Platform Site. When using Alipay to submit payment for an Online Transaction, payments are processed through bank accounts owned by Alipay or one of its affiliates and/or a registered third party service provider acting on Alipay’s behalf and the relevant funds are received for the Seller in accordance with the applicable Transaction Services Agreement. The Seller hereby appoints Alipay as its agent for the limited purpose of receiving payments from Buyers. The Seller agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction (“Purchase Payment”) to Alipay constitutes final payment to the Seller extinguishing Buyer’s payment obligation to Seller as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. The Purchase Payment must be made in US Dollars or any other currencies as supported by Alipay at the time of the transaction. Buyers will receive a receipt upon payment that will indicate that payment has been made on the applicable date. Without limiting Seller's agency appointment of Alipay as provided herein, for Buyers located in the United States or Buyers making payments via U.S. credit cards, debit cards or bank accounts, Alipay US is appointed as agent of Seller to receive Purchase Payments authorized by such Buyers. Alipay US may coordinate with or utilize its affiliates from time to time to collect Purchase Payments for certain transactions.

(a) Special sale terms for Buyers not located in the United States:

From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to make a partial payment to secure a product and sale price (“Partial Payment”) on a special sale date (the “Sale Date”). By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Partial Payment from Buyer and Buyer's commitment to pay the balance of the sale price (“Balance”) on the Sale Date. Buyer's subsequent payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Purchase Payment at the agreed upon sale price. Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price. In such case, the Buyer would be deemed to have canceled the Online Transaction and the Partial Payment would be refunded to Buyer.

(b) Special sale terms for Buyers located in the United States:

From time to time, Platform Operator on the relevant Platform Site may permit a special promotion allowing Buyers to pay a deposit to secure a product and sale price (“Deposit”) on a Sale Date. By participating in this special promotion, the Seller agrees to sell Buyer the product on the Sale Date at the agreed upon sale price in consideration for receiving the Deposit from Buyer and Buyer's commitment to pay the Balance on the Sale Date. In these cases, Seller agrees that Buyer's full payment of the Deposit to Alipay constitutes final payment of the Deposit to Seller extinguishing Buyer's payment obligation to Seller for the Deposit as if the Buyer had paid the Seller directly, even if the payment is not received by Seller from Alipay. Seller also agrees that Buyer's full payment of the Balance to Alipay constitutes final payment of the Balance to Seller extinguishing Buyer's payment obligation to Seller for the Balance as if the Buyer had paid the Seller directly, even if payment is not received by Seller from Alipay. Failure to pay the Balance on the Sale Date will release the Seller of its obligation to sell Buyer the product at the agreed upon sale price. In such case, the Buyer would be deemed to have cancelled the Online Transaction and the Deposit would be refunded to Buyer.

(c) Market Disruption Event

The Seller acknowledges that Buyers may make payment in a currency that is different from the currency of the payment amount owed to the Seller.

The Seller acknowledges and agrees that in the event of a Market Disruption Event, any foreign currency exchange rate applicable to any affected Online Transactions involving an Impacted Currency, and/or method for determining such foreign currency exchange rate involving the Impacted Currency, will be determined by Alipay in its sole and absolute discretion at the time of actual settlement by Alipay of the payment amount owed to the Seller arising from the Online Transaction.

For the avoidance of doubt, the foreign currency exchange rate to be applied to the Impacted Currency as determined by Alipay shall apply to the calculation of the payment amount owed to the Seller arising from the Online Transaction.

For the purposes of this clause 3.1(c):

“Market Disruption Event” means any action, event, or circumstance whatsoever which, as determined by Alipay in its sole and absolute discretion:

(i) has the direct or indirect effect of causing any currency to not be available in the foreign exchange market in accordance with normal commercial practice; and/or

(ii) results in an unusual price volatility of any currency in the foreign exchange markets.

“Impacted Currency” means a currency referred to in (i) and/or (ii) of the definition of “Market Disruption Event”.

3. The following provision shall be added to the end of clause 3.3 in the main agreement:

Seller acknowledges and agrees that settlement of funds by Alipay shall be made to Seller's account for Online Transaction payments maintained by Alipay Merchant Services Pte. Ltd (“Alipay MS”) in accordance with applicable local law (“Seller Account”). Alipay's obligation to remit Purchase Payments is extinguished once funds are credited to the Seller Account. Once funds are credited to the Seller Account, Alipay MS is responsible for Sellers' funds, and such funds shall be made available to Seller as agreed between the Seller and Alipay MS.