BUYING REQUEST VALUE-ADDED SERVICES TERMS AND CONDITIONS
Version: [●] October 2016
These Buying Request Value-added Services Terms and Conditions (these “Terms”) govern the Value-added Services (the “Buying Request Value-added Services”) offered to you by Alibaba.com (as defined below) pursuant to your Buying Requests made on the Alibaba.com international website (URL: http://www.alibaba.com, the “Alibaba.com Website”). BY CLICKING “AGREE” OR OTHERWISE ACCEPTING THESE TERMS OR BY SUBMITTING YOUR APPLICATION FOR OR CONTINUING WITH YOUR SUBSCRIPTION FOR THE BUYING REQUEST VALUE-ADDED SERVICES, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THESE TERMS.
You are contracting with Alibaba (China) Technology Co., Ltd. (“Alibaba.com”) under these Terms.
2. BUYING REQUEST VALUE-ADDED SERVICES
The Buying Request Value-added Services is aimed at providing certain value-added services to support and facilitate the purchase of products transacted through Alibaba.com and accordingly enhancing your customer experience. The Buying Request Value-added Services comprises the following functions (which may be added to or modified, or suspended for whatsoever reason, from time to time at the sole discretion of Alibaba.com):
(A) “Urgent Request” - allows members’ buying requests to be tagged as “Paid RFQ” and displayed prominently on the dedicated “Buying Request” channel of the Alibaba Website (URL:sourcing.alibaba.com), until the earlier of 3 days from the time the relevant buying request is submitted and the time which member has received 10 quotes in respect of such buying request. This seeks to promote the request by allowing them to be easily accessed by suppliers of Alibaba.com.
(B) “Extra Quotes” – allows each member to receive up to 20 quotes in respect of each buying request submitted. In addition, such buying request would also be tagged as “Paid RFQ” on the dedicated “Buying Request” channel of the Alibaba Website (URL:sourcing.alibaba.com). This seeks to increase the pool of potential suppliers which members are able to choose from in respect of each buying request submitted. Alibaba.com does not guarantee that each submitted buying request would be able receive the maximum of 20 quotes as this would also be subject to the response of the by suppliers of Alibaba.com.
Your eligibility to sign up for the Buying Request Value-added Services is conditioned upon your fulfillment of all of the following conditions:
(i) are registered as a free member on the Alibaba.com Website; and
(ii) you have clicked and agreed to all the terms and conditions of these Terms.
4. SERVICE PERIOD, FEES AND PAYMENT
4.1 The service period in respect of any Buying Request Value-added Service shall be the period as specified in respect of each specific value-added service as prescribed in Clause 2 of these Terms.
4.2 These Terms will expire on the day when all the service periods expire unless earlier terminated according to the terms herein.
4.3 All service fees shall be payable in advance to Alibaba.com by wire transfer, credit card, third-party payment system (including but not limited to Webmoney and QiWi Wallet) or such other method acceptable to Alibaba.com. All payments made are non-refundable.
4.4 All services fees are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges on the sale and use of the Buying Request Value-added Services in addition to our service fees. In the event Alibaba.com is required by any applicable law to collect any taxes or duties, you agree to pay such taxes or duties to Alibaba.com.
5. RIGHTS AND OBLIGATIONS
Alibaba.com shall have the right to at any time (a) reject any subscription for the Buying Request Value-added Services or (b) cease to provide the Buying Request Value-added Services to you, at its sole discretion.
6. AMENDMENTS AND CESSATION
Alibaba.com reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of the Buying Request Value-added Services or any of its related functionalities or applications at any time in its sole discretion without any liability for any direct or indirect losses, damages, claims or liabilities that may result therefrom. Alibaba.com further reserves the right to introduce new features, functionalities or applications to the Buying Request Value-added Services or to future versions of the Buying Request Value-added Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by these Terms, unless otherwise stated by Alibaba.com.
7. ACKNOWLEDGEMENT AND UNDERTAKING
You agree and undertake that you will:
(i) not submit any untrue, falsified, incorrect, incomplete, misleading, fraudulent, or unlawful information to Alibaba.com in connection with your application or use of the Buying Request Value-added Services; you will also immediately notify Alibaba.com should any provided information change after you have made your application or successfully subscribed for the Buying Request Value-added Services;
(ii) not copy, reproduce, exploit or expropriate the various proprietary directories, databases and listings of Alibaba.com and/or its affiliates;
(iii) carry on activities on the Alibaba.com Website in compliance with all applicable laws and regulations and will not use the Buying Request Value-added Services to defraud users of the Alibaba.com Website or for other unlawful purposes;
(iv) not use or distribute any computer viruses or other destructive devices and codes that may harm, interfere with, intercept or expropriate any software or hardware system, data or personal information;
(v) not gain or attempt to gain authorized access to the computer systems or networks used by Alibaba.com or engage in any other activities that may harm the integrity of such computer systems or networks; and
(vi) not submit or provide any information to Alibaba.com that directly or indirectly infringe the intellectual property rights of any third party.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS
8.1 You represent, warrant and covenant (as applicable) to Alibaba.com that each of the statement contained in this Clause 8 is true, accurate, complete and not misleading in all respects and will continue to be so until your cessation of use of the Buying Request Value-added Services:
(i) you have fulfilled all of the conditions set forth in Clause 3;
(ii) any and all information you provided to Alibaba.com pursuant to your application for and use of the Buying Request Value-added Services is true, accurate, complete, lawful and valid;
(iii) you have and will continue to, at all times during your use of the Buying Request Value-added Services, abide by the Terms and all the Website Terms;
(iv) you will not infringe the legitimate rights of any third parties, including but not limited to the intellectual property rights, property ownership right and any third parties pursuant to your use of the Buying Request Value-added Services; and
(v) you agree to provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for Alibaba.com’s performance of the Buying Request Value-added Services. If your failure to do so results in delay in the provision of any Buying Request Value-added Service, Alibaba.com shall not be obligated to extend the expiry date of the relevant service period nor shall be liable for any loss or damage arising from such delay.
(vi) your use of the Buying Request Value-added Services complies or will comply with any and all applicable laws and regulations in any applicable jurisdiction.
8.2 Alibaba.com warrants to you that it will provide the Buying Request Value-added Services with reasonable care and skill. If Alibaba.com breaches this Clause 8.2, Alibaba.com shall re-perform the affected part of the Buying Request Value-added Services. TO THE FULLEST EXTENT PERMITTED BY LAW, THE REMEDY UNDER THIS CLAUSE 8.2 SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ALIBABA.COM’S WARRANTIES UNDER THESE TERMS.
You agree to effectually indemnify Alibaba.com and its affiliates and each of their respective employees, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your breach of any of the terms of these Terms pursuant to your use of the Buying Request Value-added Services and claims from third parties in connection with your usage of the Buying Request Value-added Services. Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alibaba.com in asserting any available defenses.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE USE OR INABILITY TO YOUR USE OF THE BUYING REQUEST VALUE-ADDED SERVICES.
11.1 If any of the following circumstances occurs, Alibaba.com shall have the right to terminate these Terms immediately at such time deemed appropriate by Alibaba.com acting in its sole discretion upon written notice to you:
(i) Alibaba.com has reasonable grounds to believe that you use the Buying Request Value-added Services for any fraudulent or other unlawful purpose;
(ii) you sell any business information related to the supplier which are obtained by you as a result of use of the Buying Request Value-added Services; and
(iii) you are involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Alibaba.com Website (including gaining unauthorized access to the systems of the Alibaba.com Website, stealing, modifying or deleting the information of other members of the Alibaba.com Website without authorization).
12. FORCE MAJEURE
Under no circumstances shall Alibaba.com be held liable for any delay or failure or disruption of the Buying Request Value-added Services resulting directly or indirectly from acts of nature, forces or causes whatsoever outside its reasonable control (including without limitation, events such as acts of God, Internet failure, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortage of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals).
EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND TO THE FULL EXTENT PERMITTED BY LAW, THE BUYING REQUEST VALUE-ADDED SERVICES IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ALIBABA.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF QUALITY, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY EXCLUDED.
IN PARTICULAR, ALIBABA.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE QUALITY AND LEVEL OF BUYING REQUEST VALUE-ADDED SERVICES WHICH ARE TO BE PROVIDED PURSUANT TO THESE TERMS.
14. GENERAL RULES
These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any of its conflict of law provisions. You and Alibaba.com hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong for any disputes that arise out of your use of the Buying Request Value-added Services.