Before accepting this Agreement, please read this Agreement fully and carefully(in particularly those clauses marked in bold and with underline, including provisions on exclusion or limitation of liability, termination, breach liability and dispute settlement).Once you click to accept this Agreement, it shall be deemed that the legal entity corresponding to the Tmall account you use agrees to be bound by this Agreement.
If you have any question on any provision hereof, please raise your question through Tmall customer service and Tmall will explain to you. If you disagree with any provision hereof or are unable to accurately understand the content or explanation of any provision, please do not proceed with your operation.
（Tmall Service Agreement）
(Last updated on: October 18, 2017)
This Agreement is entered into among the legal entity that agrees with this Agreement and uses Services in accordance herewith (“Merchant”, “Party A” or “you”), Zhejiang Tmall Technology Co., Ltd. (“Party B”) and Zhejiang Tmall Network Co., Ltd.(“Party C”).
In this Agreement, Party A, Party B and Party C are collectively referred to as “Parties”, and Party B and Party C are collectively referred to as “Tmall”.
Tmall Platform refers to the e-commerce platform for which Party B and Party C provide Internet Information Service and related software and technical support (at www.tmall.com or other URL as modified by Tmall from time to time, including but not limited to URL for computers and mobile devices) and client.
Merchant refers to the legal entity which operates commodities or services on Tmall Platform.
Consumer or Buyer refers to any individual or entity that purchases for consumption on Tmall Platform.
Rules refers to all rules, regulations, interpretations, process explanations, announcements, etc., published or to be published in rules channel, maowo.tmall.com, forums and help centers in Tmall Platform.
Admission Standards refers to the requirements which shall be satisfied if the Merchants intend to use Services on Tmall Platform, such as requirements on registered capital, trademark registration, etc.
Services refers to the Internet Information Service and the Software Service in Relation to Internet Information Service, Secondary Domain Name Service, Credit System Software Service, etc., provided by Party B andor Party C to Merchants on Tmall Platform.All services hereunder shall be provided and terminated simultaneously and the Merchants shall not choose to purchase or use only one of them.
Internet Information Service refers to the service provided by Party C of displaying commodities information on Tmall Platform for the Merchants.
Software Service in Relation to Internet Information Service refers to the software service provided by Party B for the Merchants in connection with information display and transactions through Internet.
Secondary Domain Name Service refers to the service provided by Tmall of allowing Merchants to use the secondary domain names with the key words of their brand, trade name and other marks in accordance with Regulations for Naming Tmall Stores.
Credit System Software Service refers to the software service provided by Tmall to the Merchants in connection with the use of credit system software.
Other Services refers to the other services provided by Tmall to the Merchants, the details of which are subject to Appendix 2 or supplementary agreement hereto.
Service Activation refers to the process of Tmall, after its review, permitting the Merchant to open online store on Tmall and use Services and notifying the Merchant of such permission, after the Merchant logs in to Tmall website, submits information, executes agreement and makes payment accordingly.
Appraisal Standards refers to the indexes and standards formulated by Tmall to appraise the Merchants in terms of brand, store and other factors so as to improve consumer experience and operational capabilities of the Merchants on Tmall Platform.
Tmall Service Terms refers to Appendix 2 hereto, or the Tmall Service Terms otherwise executed among the Parties. Where there is any conflict between such Tmall Service Terms otherwise executed among the Parties and Appendix 2 hereto, the former shall prevail.
Alipay Services refers to the Alipay software service system provided to the Merchants by Alipay (China) Network Technology Co., Ltd. (“Alipay”) and related services for collecting and making payments for commodities on behalf of the Merchants.
“关联公司”指阿里巴巴集团控股有限公司（Alibaba Group Holding Limited）最新上市公司年报（http:www.alibabagroup.comcnirsecfilings）披露的天猫的关联公司。
Tmall’s Affiliate refers to any affiliate of Tmall as disclosed by Alibaba Group Holding Limited in its latest annual report (URL: http:www.alibabagroup.comcnirsecfilings)
二、协议范围及效力（Scope of the Agreement and Term）
This Agreement comprises of the main body hereof and all Rules published or to be published by Tmall and notified to Merchants in accordance with laws (please refer to Tmall rules channel (current domain name: guize.tmall.com) and Merchants Center at the back end for Merchants. If there is any conflict between any Rules displayed at different places, those displayed in Tmall rules channel shall prevail). All Rules published by Tmall shall constitute an integral part of, and have the same legal force and effect with the main body of, this Agreement.
In order to continue to improve the consumers’ and Merchants’ experience, adapt to the laws and regulations or otherwise, Tmall may make necessary modifications to this Agreement from time to time, provided that Tmall shall make an announcement on Tmall website at least 7 days in advance prior to the effectiveness of any modification that would impact the rights or obligations of the Merchants. Upon its effectiveness, any modification to this Agreement shall become a supplement to the rights and obligations of the Parties and constitute an integral part of this Agreement. You must notify Tmall if you disagree with any modification, in which case Tmall may terminate the relevant modification or terminate this Agreement prior to the effectiveness thereof at its own discretion. Your continued login or use of Services after the effectiveness of any modification shall be deemed as your acceptance of this Agreement as modified. Unless otherwise stated or with a written agreement, all additions to the scope of Services and all enhancement to the software functions for the purpose of improving consumers’ and Merchants’ experience and upgrading the Services shall be subject to this Agreement.
Once it is confirmed by clicking by you or any person authorized by you or it is otherwise executed between you and Tmall, this Agreement shall be legally binding upon both you and Tmall. For Merchants that have activated Services before this Agreement takes effect, this Agreement constitutes the amendment and supplement to the agreements concluded among the Parties in relation to the use of Services.
三、账户使用及信息提交（Use of Account and Information Submission）您在使用天猫服务的过程中须使用天猫账户及自设密码登录天猫网站及客户端，您应自行妥善保管天猫账户及密码信息。因账户关联您及天猫的商业信息并可能涉及消费者利益，未经天猫同意，您不得向他人转让或授权他人使用，否则天猫可终止对该天猫账户提供服务。
During your use of Tmall Services, you must use your Tmall account and the password set by yourself to login to Tmall website and client, and you shall be solely responsible for properly keeping your Tmall account and such password. Given that such Tmall account is associated with your and Tmall’s commercial information, and may involve Consumers’ interests, without the consent of Tmall, you shall not transfer to or authorize any other person to use such account; otherwise, Tmall may terminate its provision of Services to such account.
In the absence of fault of Tmall, you shall be responsible for the consequences of all actions under your account (including but not limited to on-line execution of various agreements, publishing and disclosure of information). All actions completed through your Tmall account shall be regarded as your personal actions, or having been fully authorized by you.
If the Merchant intends to use the Services hereunder, it must submit relevant information and supporting documents in accordance with the Admission Standards, the Rules and the instructions on the page of Tmall websites. You understand and agree that you are obliged to ensure that all information and materials provided by you are true, legal, accurate and valid, and you shall timely update the same in case of any change thereof. The Merchant agrees that, based on the relevant laws and regulations and the requirements of platform management, Tmall may conduct spot check on the Merchant’s information and supporting documents from time to time, and require the Merchant to submit additional information or supporting documents for the above purpose. You understand and acknowledge that Tmall is only capable of reviewing the Merchant’s information, supporting documnts and application for granting operation authority with a knowledge level of an ordinary or non-professional person, and unless otherwise provided by laws, Tmall shall not be liable for any loss suffered by the Merchant due to its reliance on the result of such review.
（一）保证金的性质（Nature of Deposit）
Deposit refers to certain funds in the Merchant's Alipay account the payment with which shall be suspended as agreed by the Merchant and which shall be dedicated for use as monetary pledge so as to guarantee the Merchant's performance and observance of this Agreement. During the period when payment with such deposit is suspended, the right to control and use such deposit shall vest in Tmall. In case of dissolution, liquidation, bankruptcy or freezing by judicial authority of the Merchant, Tmall shall have the priority to be compensated with such deposit.
（二）保证金的额度及缴存（Amount and Payment of Deposit）
The amount and payment method of deposit shall be determined in accordance with Tmall's Admission Standards. In case of any change in deposit payment method, Tmall will notify you 15 days in advance.
（三）保证金的管理和使用(Management and Use of Deposit）
In addition to suspension of payment with the deposit, you agree that Tmall may also manage and use deposit in the following ways:
If you violate the relevant laws and regulations, this Agreement or commitment to the Buyer, which results in or may result in any damage to the Buyer’s rights and interests, or if you shall make refund, pay liquidated damages or compensation to the Buyer pursuant to this Agreement, you agree that Tmall may determine liabilities according to the relevant Rules and procedures, and, based on the above determination, notify Alipay to debit an amount from your deposit to make refund, pay liquidated damages or compensation to the Buyer on your behalf.
If you violate the relevant laws and regulations or this Agreement, causing damage to Tmall’s rights and interests (including without limitation administrative penalty imposed on Tmall, Tmall being judged as having conducted infringement, or damage to Tmall’s goodwill), or if you shall pay Tmall liquidated damages or compensation pursuant to this Agreement, or if you owe any outstanding amount to Tmall (whether under this Agreement or not), you agree that Tmall may notify Alipay to debit the corresponding amount from your deposit to Tmall’s account.
If you violate any agreement with Tmall’s Affiliate, where economic losses are caused to such Affiliate or you are obliged to pay liquidated damages to such Affiliate, Tmall is authorized by you to notify Alipay to suspend payment with the corresponding amount out of your deposit, or directly debit the same to the Alipay account of such Affiliate, upon the request of such Affiliate. Unless otherwise provided by laws, Tmall shall undertake no liability for the above instructions, and you shall be solely responsible for settling any dispute with such Affiliate.
If Tmall instructs Alipay to debit your deposit in accordance with this Agreement, it shall notify you in writing (including without limitation email, website message and fax), specifying the reason for such debit and amount debited.
After Alipay debits the required amount from your deposit or uses the same for payment at Tmall's instruction, you agree that Tmall may notify Alipay to suspend payment with equivalent amount from the balance in your Alipay account to make up for the deposit. In case the balance in your Alipay account is insufficient to make up for the deposit, you shall otherwise pay deposit within 15 days upon receipt of a notice by Tmall.
In case of any of the following circumstances which causes the liability of Tmall for payment or compensation to a third party (both actual and contingent) exceeds the available balance of deposit, then you agree that Tmall may instruct Alipay to directly suspend the amount in the Merchant’s Alipay account for payment of compensation, or directly pay the same to Tmall so as to compensate losses suffered by Tmall:
a petition for bankruptcy is filed by or against the Merchant;
the Merchant shall undertake liabilities to a third party due to its operation on Tmall Platform, the amount of which is higher than the balance of deposit;
there is evidence proving that the Merchant’s debt-paying capacity decreases significantly, or the Merchant attempts to transfer its assets or obtains through illegal means the deposit from Tmall;
（四）保证金的解冻（Unfreezing of Deposit）
Unless otherwise specified herein, if the Agreement has been terminated for three months and you have no outstanding transaction or pending complaint, penalty or dispute (including without limitation controversy or dispute with Tmall, Consumer or any other third party), Tmall will terminate the suspension of your deposit within ten (10) working days.
五、服务与费用（Services and Fees）
You shall settle with Tmall in accordance with the following provisions, unless the written Tmall Service Terms (Minimum Guarantee) is executed among and affixed with the seals of the Parties hereto, in which case the settlement shall be subject to Tmall Service Terms (Minimum Guarantee):
（一）乙方提供的服务及收费（Services Provided by Party B and Charges）
1、与互联网信息服务相关的软件服务（Software Service in Relation to Internet Information Service）
Party B shall provide the Merchant with Software Service in Relation to Internet Information Service, including without limitation the software system for searching commodities, creating orders, managing transactions and completing payment. The Software Service fees charged by Party B from the Merchant shall include two parts, i.e., annual fee and the amount for real-time debit.
Unless the Parties sign a separate agreement, the detailed amount and payment method of the annual fee shall be subject to the relevant criterion of payment of annual fee for the relevant year as published by Tmall. Upon the termination hereof or expiration of the service term, Party B shall settle the annual fee in accordance with the period for the actual use of the Services (including the period in which the rights of store are restricted, the search thereof is restricted, or the store is blocked and suspended due to breach of this Agreement by the store).
The amount for real-time debit shall be based on the transaction amount of commodities recorded in Alipay (subject to the transaction amount recorded in Alipay's software system). After the Buyer confirms receipt of the commodity under the purchase order, Party B shall notify Alipay to conduct real-time debit at the rate of annual fee for software service for the relevant year as published by Tmall. In case of return of the commodity non-attributable to you, Tmall shall, after verifying the return of commodity based on Tmall's online refund record of the Buyer and you, return to you the software service fee debited in real time for such returned commodity. If you return payment to the Buyer offline, regardless of any evidence provided by you to prove such refund, Tmall shall not return to you the software service fee debited in real time for such refunded purchase.
In order to encourage the Merchants to improve service quality and transaction amount, other than special categories or unless otherwise agreed by the Parties, Tmall will grant you discount of annual fee in accordance with the published conditions and criterion of discounts of annual fee for the relevant year. Settlement of discount of annual fee shall commence upon termination or expiration of the service term, and the specific amount of discount shall be calculated according to the length of the period for your use of Tmall Services. Only when your commodity information and transaction amount are true, legal and compliant with this Agreement and Tmall has received the software service fee debited in real time in respect of such transaction of commodity can such transaction amount of commodity be included into the transaction amount for the whole yearthe service term and used as the basis for calculation of discount of annual fee.若您使用服务满整年，天猫根据您店铺的全年交易额进行年费返还结算；若您使用服务未满整年，天猫将按服务使用期间占全年的比例重新计算您应缴的年费和应完成的交易额，并根据服务使用期间内的交易额评估是否给予年费折扣。
If you have used the Services for an entire year, Tmall shall settle and refund annual fee according to the yearly transaction amount of your store; otherwise, Tmall shall re-calculate the amount of annual fee to be paid by you and the transaction amount to be completed by you in proportion to the period of actual use of the Services in the entire year, and determine whether to grant you discount of annual fee based on the assessment of transaction amount within the period of use of the Services.
2、与积分系统相关的软件服务（Credit System Software Service Fees）
Credit System Software Service fee: In your operation on Tmall Platform, you agree to use the credit system software (the collective name of all marketing software provided by Tmall, which supports the granting of credits, including without limitation Tmall credit, Tmall voucher, red packet and other types of credits subsequently provided by Tmall, the names of which shall be subject to those actually used by Tmall), and based on the quantity or amount of various types of credits granted to Consumers through such software, to pay the Credit System Software Service fee to such Alipay account as designated by Tmall at a certain percentage (the specific percentage shall be subject to Appendix 2 hereto, Tmall Service Terms or other agreement relating to Credit System Software Service separately signed by the Parties. The transaction amount shall be subject to the Merchant’s Alipay transaction amount recorded in the system of Alipay, and the quantity or amount of various types of credits shall be subject to the record in Tmall system). The debit and payment of such software service fees shall be completed automatically by Alipay as instructed by Tmall. In case of return of commodity non-attributable to you, Tmall shall, after verifying the return of commodity based on Tmall's online refund record of the Buyer and you, return to you the Credit System Software Service fee charged for such returned commodity. If you return payment to the Buyer offline, regardless of any evidence provided by you to prove such refund, Tmall shall not return to you the Credit System Software Service fee received for such refunded purchase.
Granting of credits: Subject to your payment of Credit System Software Service fee pursuant to this Agreement, Tmall may grant credits to Consumers through the following methods:
Based on the amount actually received by you in respect of each purchase order, Tmall may grant Consumers Tmall credits (andor other types of credits subsequently provided by Tmall) at a certain percentage, the minimum of which percentage shall be determined by Tmall and may be adjusted upward by the Merchant at its own discretion;
In accordance with the provisions of the Rules in relation to compensation to Consumers in the form of Tmall credits, Tmall may grant Consumers the corresponding Tmall credits;
Tmall shall formulate the Rules on granting, use and forfeiture of credits based on the event plan or specific scenario (which shall be determined by Tmall and implemented through the credit system software), and grant credits pursuant to such Rules.
Use of credits: The Buyer shall be entitled to the discount with credits in your store according to the discount associated with credits or the specified discount percentage, which you have no right to refuse, and the Buyer may pay the amount of a purchase order at the discounted price. Given that you accept various types of credits and provide Tmall with the promotion service for brand and credit system software, Tmall will pay the relevant credit-related promotion service fee to you based on the amount of discount obtained by the Buyer in your store with its credits (the specific percentage shall be determined by Tmall).
Refund and invoice of credit promotion fee: If the transaction in which the Consumer enjoys discount with its credits is finally canceled, you shall return to Tmall the credit promotion service fee paid to you. If the Consumer obtains or uses credits in non-compliance with relevant Rules, or in advantage of software bug or system bug on Tmall Platform, such credits shall be forfeited, and Tmall shall not pay any credit promotion service fee to the Merchant in respect of such credits.
You shall not conduct transaction with any associated party (enterprise or individual having associated interests or economic relationship (e.g., ownership or shareholding right) with you, including without limitation relatives of the legal representative or person-in-charge of the Merchant) for the purpose of obtaining credit promotion fee (“Illegal Transaction”). If, based on your relevant transactions, Tmall reasonably believes that you have conducted such Illegal Transaction, Tmall may stop payment of credit promotion fee and recover all the credit promotion fees already paid to you, and may determine based on your Illegal Transaction whether to accept your application for participating in or for continuing to participate in the marketing activities on Tmall Platform.
Prior to May 31 of the year immediately following the execution hereof (or prior to the termination date hereof if this Agreement is terminated prior to such date), you shall issue to Tmall valid and formal invoices for the credit promotion service fees it receives for the previous year.
（二）丙方提供的服务及收费（Services Provided by Party C and Charges）
1、互联网信息服务：丙方作为tmall.com域名的所有者通过其网站页面为商户展示其商品和服务信息，为商户和消费者提供交易、交流的载体。丙方就其提供的互联网信息服务暂不向商户收费。Internet Information Service: As the owner of the domain name tmall.com, Party C shall display information of the Merchants’ commodities and services through its web pages, and provide a platform where the Merchants and Consumers conduct transactions and communicate with each other. Currently, Party C shall provide the Internet Information Service to the Merchants free of charge.
2、二级域名服务：丙方根据《天猫店铺命名规范》允许商户使用带有其品牌关键字、商号等标识的二级域名。二级域名的所有权归丙方，丙方可根据第三方的投诉或天猫自用原因收回二级域名。丙方就其提供的二级域名服务暂不向商户收费。Secondary Domain Name Service: Party C shall allow the Merchants to use the secondary domain names with the key words of their brand, trade name and other marks in accordance with Regulations for Naming Tmall Stores. The title of such secondary domain name shall vest in Party C, and Party C may take back the same due to complaint of a third party or for its own use. Currently, Party C shall provide the Secondary Domain Name Service to the Merchants free of charge.
3、其他服务：在本协议履行过程中，丙方可能不时为商户提供给类营销服务、市场咨询服务、培训服务等，除协议方另行签署、达成收费协议外，丙方就上述服务暂不向商户收取费用。Other Services: In the performance hereof, Party C may provide the Merchants with supply marketing service, market consulting service, training service and other relevant services from time to time. Unless the Parties reach and sign a separate charging agreement, Party C shall provide such services to the Merchants free of charge.
（三）服务费发票（Invoice of Service Fee）
In case of any service fee incurred, you may confirm the invoicing information through the back-end system of your store on Tmall, and Tmall will issue to you the VAT invoice at the corresponding amount for the corresponding type of software service fee after it receives the confirmation of information. The specific time and frequency of issuing invoice shall be subject to the Rules.
（四）续签商户费用结算（Settlement of Fees with Renewed Merchants）
If you have activated the Services before this Agreement takes effect, the amount payable by you for the calendar year 2017 shall be settled according to the prior agreement reached among the Parties in relation to use of the Tmall Services. In particular, for those Merchants which have promised a minimum transaction amount andor minimum software service fee to Tmall during the calendar year 2017, the fee shall still be settled with Tmall in accordance with Tmall Service Terms (Minimum Guarantee).
六、店铺管理及服务规范（Management of Store and Standards of Services）
（一）入驻及经营范围（Admission and Scope of Business）
You must comply with the current Tmall Admission Standards, have legal right, capability and capacity to execute this Agreement and use relevant Tmall Services, and provide Tmall with true, legal, accurate and valid information and materials. Tmall will provide you with the Services only within the scope of business (including brand and category of commodities) complying with relevant conditions and having passed the review of Tmall. You recognize the assessment and judgment independently conducted by Tmall in respect of relevant materials and application for granting operation authority, and the result of review shall be subject to the assessment and judgment of Tmall.
You acknowledge that Tmall may formulate and modify the Admission Standards from time to time in order to improve Consumer experience and comply with laws and regulations. For those Merchants which have activated the Services prior to effectiveness of the Admission Standards, Tmall will grant them a reasonable period of time, and the Merchants undertake to meet the current Admission Standards prior to the expiry of such period; otherwise, this Agreement shall terminate automatically then.
（二）店铺信息发布展示及交易管理（Publishing and Display of Store Information and Transaction Management）
The Merchant undertakes that all information it publishes and all acts it conducts in the use of the Services comply with relevant laws and regulations, national mandatory standards and this Agreement, and it has the obligation to manage its store, and shall immediately delete any information appearing in its store which violates relevant national laws and regulations or this Agreement.
The Merchant undertakes that it has the legal right and qualification to publish information concerning sales of commodities and sell such commodities, without infringement of the legitimate rights and interests (including without limitation intellectual property right, real right and right of portrait) of any third party. You acknowledge that Tmall may inspect source of commodities from time to time, and that you have the obligation to keep documents evidencing source of commodities. In case the Merchant fails to provide documents evidencing legitimate source of commodities, Tmall will determine the authenticity of commodities based on the actual conditions, such as feedback from Consumers, result of verification provided by the trade mark owner or a third party evaluation agency, the Merchant’s commodity information and transaction data, and the Merchant agrees to assume the adverse consequences for failure to provide such evidence.
The Merchant undertakes that in its use of the Services, it shall adhere to the principle of good faith and integrity, not conduct any unfair competition in the process of transaction, not disturb the normal order of online transaction, and not conduct any act unconnected to online transaction on Tmall Platform.
In consideration of relevant characteristics of Internet, the Merchant understands and is aware that the commodities it launches on Tmall Platform may be browsed and purchased by Consumers from different countries and regions around the world. Unless the Merchant expressly specifies that its commodities will only be sold to mainland China, Tmall Platform will not intervene in the possible cross-border sales thereof. Under such circumstance, the Merchant must pay special attention to the laws and regulations (such as those on taxation) enacted in the relevant countries and regions, and ensure that it has the legal right and qualification to publish information concerning sales of commodities and to sell such commodities, without infringement of the legitimate rights and interests (including without limitation intellectual property right) of any third party.
The Merchant expressly agrees that it shall accept “Alipay Services” or other payment methods provided by Alipay as the exclusive payment tool for its transactions concluded through Tmall, and authorizes Tmall to instruct Alipay to close the function of “payment with balance” in its Alipay account (the Alipay account bound with the Merchant’s store hereunder).
In its sales of commodities, the Merchant undertakes that as the final retailer, it shall deliver commodities to the Buyers with its own commodities, or those of its affiliates or from Tmall distribution platform instead of through other retailers, enterprises or websites. Otherwise, the Merchant agrees that Tmall may terminate this Agreement.
The Merchant undertakes that it shall not take any measure (e.g., expressly or implicitly indicate to users) to avoid paying relevant fees to Tmall by transferring the transactions it may conclude online through Tmall Platform or collecting transaction amount after conclusion of transaction without use of Alipay Services. Otherwise, the Merchant agrees that Tmall may terminate this Agreement.
The Merchant agrees that Tmall may display information on Tmall's events (e.g., Double Eleven event), Consumer protection or otherwise in the fixed location of its store, i.e., under the “commodity specifications” of the commodity description page, and the contents thereof shall be designed and produced by Tmall based on the event theme.
The Merchant shall have the obligation to issue to the Buyer formal invoices based on the amount paid by the Buyer for the transaction at the Merchant’s Tmall store, and to report and make full payment of taxes to the competent taxation authority with respect to the actual transaction amount of its Tmall store.
The Merchant understands and agrees that it is the subject of responsibility of Consumer protection. When the Merchant displays and sells to the Buyer the commodities other than secondhand and idle ones (i.e., brand new commodities) through Tmall by using Alipay Services in accordance with this Agreement, it shall perform the obligations of Consumer protection, including without limitation basic Consumer protection, Tmall worry-free purchase and other industry-specific services (the details of which shall be subject to relevant Rules of Tmall).
The Merchant agrees that when Tmall accepts complaint and application for compensation from any Buyer in respect of Consumer protection, it shall actively cooperate and provide relevant evidence within the time limit required by Tmall. The Merchant agrees that Tmall may determine whether the Merchant shall perform the obligations of refund or compensation pursuant to this Agreement after its examination of the relevant evidence with a knowledge level of an ordinary or non-professional person. If Tmall determines that the Merchant shall refund, pay liquidated damages or compensation to the Consumer, the Merchant agrees that Tmall may notify Alipay to directly debit the corresponding amount from the Merchant's deposit to Consumer, or Tmall may use its own funds to pay the same to the Consumer on behalf of the Merchant, under which circumstance Tmall shall have the right to recover such amount from the Merchant.
（四）平台治理（Management of Platform）
In order to perform the obligations under the relevant laws and regulations, protect rights and interests of Consumers and maintain the order of the platform, Tmall may review data relating to the Merchant’s commodity, transaction and store. Given that there is an extremely large quantity of information on online transaction platform and that information on the Internet is not attached to physical commodities, it is impossible for Tmall to verify every and each commodity andor service, and Tmall has no obligation to verify in advance all Merchants’ transactions or other matters relating thereto. However, if upon Tmall’s receipt of notices from Consumers, regulatory authorities, right owners or any other third parties, or based on Tmall’s comprehensive analysis of multi-dimensional big data concerning commodities, transactions and stores, Tmall believes that there may be illegal or improper acts on the platform, or that a certain Merchant, transaction or information may have violated the relevant laws and regulations or this Agreement, you acknowledge that Tmall may make reasonable judgment in respect of the relevant issues with a knowledge level of an ordinary and non-professional person, and send a notice to the Merchant for inquiry or requiring its correction, or directly delete the relevant information, or take restrictive measures against the Merchant’s store, or stop its provision of the Services to the Merchant, depending on the specific circumstances.
If a third party requires Tmall to delete certain information of the Merchant on the ground of infringement, unless otherwise provided by laws, you agree that Tmall shall not be liable for such deletion. If it is finally proved that the claim of such third party is of bad faith or lacks evidence, you agree to make claim against such third party on your own.
In respect of the transaction of commodities published by the Merchant which violate laws and regulations or might cause personal injury or property damage to the Consumers, the Merchant agrees to authorize Tmall to cancel such transaction, or notify Consumers to claim refund and return the commodities in case the transaction is completed.
In order to perform the obligations under the laws and regulations, protect the legitimate rights and interests of third parties, and maintain the order of the platform, Tmall may establish and implement the Rules and procedures to prevent passing-off and infringement, and ensure that the Merchant is able to give a reasonable notice to Tmall of any passing-off or infringement. Upon receipt of a notice from the Merchant, Tmall shall handle the information and accounts in connection with passing-off or infringement of the Merchant’s intellectual property rights in accordance with the relevant laws, regulations and Rules. With respect to the commodities submitted by the Consumer to Tmall for determination which have been determined by Tmall as fake, the Merchant agrees that Tmall may contact administration for industry and commerce to directly destroy such commodities instead of returning them to the Merchant.
The Merchant recognizes and accepts that Tmall may carry out spot check of commodities in terms of their quality and authenticity in accordance with the published Rules and procedures. If the commodities are found to have quality defects or are determined as fake after the spot check, all reasonable expenses relating to the spot check shall be borne by the Merchant.
The Merchant agrees that Tmall may prohibit the sales of commodities on Tmall Platform if the brand of commodities and the associated brand of commodities in the same category (including without limitation the brand jointly used on the commodities in the same category and the brand registered by the same applicant and used on other commodities in the same category) fall into the following categories, whether such brands are the major identifiers of commodities:
such brands violate the mandatory standards, or materially breach the recommendation standards;
such brands are determined by Tmall according to the specific methods and procedures provided by the Rules as counterfeiting the trade mark, commodity name, packaging, enterprise name, commodity quality mark of others, or as confusingly similar thereto.
The Merchant recognizes and accepts that in order to improve Consumer experience and the Merchants’ operation capability on the platform, Tmall may establish the Appraisal Standards and appraise the Merchants’ operation from multiple aspects including branding and store. The Merchant undertakes that it will adhere to the principle of good faith and integrity in the process of such appraisal, and will not commit fraud or illegal act in respect of the appraisal result. In case the Merchant violates the above undertaking, or fails to pass such appraisal, the Merchant agrees that Tmall may terminate this Agreement.
If it is determined in any effective national legal instrument or the administrative punishment decision that the Merchant has conducted illegal act, or if Tmall believes that the Merchant has conducted illegal act or violated this Agreement with sufficient factual evidence, Tmall shall have the right to publish on Tmall website the Merchant’s illegal act andor violation of regulations.
（五）数据使用及信息授权等（Use of Data and Information Authorization）
The Merchant agrees not to use any data on Tmall for any commercial purpose, including but not limited to reproduce, distribute, disclose to others or otherwise use any data displayed by other users on Tmall website without the prior written approval of Tmall.
In order to promote the Merchant’s store or commodity, Tmall may disclose to the public the total transaction amount of the Merchant’s store, or of a specific category or commodity during its participation in the official marketing events held by Tmall (including without limitation the Double Eleven Shopping Festival), and use such information for advertising and promotion.
The Merchant hereby grants Tmall free of charge the right to reproduce (e.g., simultaneously display on various clients), modify (e.g., make minor adjustment to fit the visual experience of mobile terminal), adapt (e.g., add the general design elements of the event on the platform) and translate (e.g., provide translation to facilitate overseas Buyers) on Tmall's display and promotion web page various types of information published by the Merchant in its Tmall store (including without limitation trade mark, logo, description and picture of commodities), for the purposes of promoting relevant commodities andor brands, as well as the right to sub-license such rights.
Based on adjustment to its business, Tmall may transfer all of its rights and obligations hereunder to its Affiliate, which will not affect any right or interest of the Merchant hereunder, provided that the Merchant shall be notified in the form of announcement on website 30 days in advance.
七、服务的开通和期限（Service Activation and Service Term）
Services shall be activated within fourteen (14) working days after all the following conditions are met:
You meet the current Admission Standards and pass the review by Tmall after submission of your information to Tmall;
You sign this Agreement and the Tmall Service Terms with Tmall by clicking online the button of confirmation;
The annual fee of software service payable by you has been successfully suspended in your Alipay account, or debited to Tmall’s Alipay account;
Your deposit has been successfully suspended;
You have never undergone the termination of cooperation by, and have never violated any agreement with, Tmall prior to your application for use of the Services;
Tmall has delivered to you a notice of Service Activation.
The service term shall commence as of the date of actual Service Activation and end on December 31, 2018.
Upon expiration of the service term, unless in any circumstance under which this Agreement shall be terminated as set out herein, if Tmall never requires you to sign a separate agreement in respect of continuing your cooperation with Tmall, and if you satisfy the relevant conditions for Service Activation of the subsequent year as announced by Tmall, the service term may be automatically extended to December 31 of subsequent year.
If you fail to satisfy all the conditions set forth in Clause 7.1 hereof within fourteen (14) working days after execution or online acceptance of this Agreement, or Tmall sends a notice of refusing to provide the Services to the Merchant for any reason, Tmall shall be entitled to reject the Service Activation and terminate this Agreement. If this Agreement is terminated before Service Activation, unless otherwise provided by laws, Tmall shall assume no liability for breach or compensation.
Trade secret referred to herein shall include without limitation the content of this Agreement and any supplementary agreement, and other confidential information involved in the cooperation process. Without the consent of the Party providing the trade secret, none of the Parties shall disclose, distribute, edit or display confidential information to any third party. The Parties hereto undertake to be bound by the confidentiality obligations set forth in this clause until three years after the termination hereof. The disclosing Party will not be liable for disclosure of trade secret if the disclosure is agreed by the relevant Party in written form or is due to the mandatory requirement of the administrative or judicial authority or if such trade secret has entered the public domain at the time of disclosure.
In the event that you or your employee, shareholder, legal representative, actual controller or affiliate offers any benefits in kind, cash, cash equivalent, labor services or travel to employees or consultants of Tmall or Tmall's Affiliates with a value which significantly exceeds the normal range of a gift, it shall be deemed as a commercial bribery by you. If Tmall reasonably determines that you may be involved in any commercial bribery based on whistleblowing by third parties or the operation status of the Merchant's store, Tmall may take restrictive measures such as store blocking and store suspension against you. Upon verification of the Merchant’s commercial bribery, Tmall shall be entitled to immediately terminate all cooperation relations (including but not limited to this Agreement) with the Merchant and claim liquidated damages or compensation against the Merchant (the amount of liquidated damages shall be subject to the Rules and the compensation amount shall be calculated based on the economic loss and loss of goodwill suffered by Tmall owing to such bribery).
Tmall Services will be provided “as is” and “as available”. You have fully understood the functions and Services features of Tmall Platform before activation of Tmall Services and agree that Tmall will not be liable to you for any existing software defect, functional inadequacy or any issues that needs improvement.
As Tmall provides Services to a large number of Merchants, which Services are complicated and technically demanding, you acknowledge that Tmall will only assume the liability for breach or compensation in respect of any loss incurred by you owing to its wilful or gross negligence, and such liability will not exceed the Services fees paid by you.
Downloading Services or obtaining any data through Tmall by you is based on your own independent judgment and at your own risk for any possible damage to the computer system or loss of data.
Tmall will perform the basic obligations of safeguarding your use of Tmall according to laws, provided, however, that Tmall will not be liable for any failure of or delay in providing Services owing to Internet connection failure, computer system failure, communication failure, power shortage, computer virus, hacker's attack, strike, labor dispute, rebellion, insurrection, riot, fire, flood, storm, explosion, war and other force majeure events or reasons attributable to third parties.
Tmall will only serve as a venue for users to look for counterparties, conduct transaction negotiations and obtain services relating to transactions. The execution of this Agreement does not means that Tmall becomes a party to the transaction between you and a third party on Tmall, for which transaction Tmall only provides software Services, and does not make any guarantee, explicit or implied, for the legality or validity of your acts, or the authenticity, legality or validity of commodities.
You authorize Tmall to perform Consumer protection obligations and assume the liability for compensation to the Buyers on your behalf. In the case that Tmall makes compensation to the Buyers on your behalf, you acknowledge Tmall's determination of liability in respect of transaction disputes with non-professional or normal duty of care and the conclusion thereof, and agree to claim for refund against the relevant Buyers on your own if it is finally proved that such determination is incorrect or the amount of compensation is excessive, without holding Tmall liable therefor or making any claim against Tmall.
Spontaneous termination: If this Agreement is completely performed or the Payment Service Agreement executed between the Merchant and Alipay is terminated for any reason, this Agreement terminates simultaneously.
Termination by notice: Any Party hereto may terminate this Agreement by giving a fifteen (15) days’ prior written notice, provided that, if the Merchant has promised Tmall a minimum transaction amount andor minimum software service fee, the Merchant shall not unilaterally terminate this Agreement unless the minimum transaction amount is reached or the minimum fee is settled. If the Merchant applies for termination of this Agreement by clicking online the button “Confirm to terminate”, the Merchant’s store shall immediately be under “suspension” (namely, the Merchant's store and all commodities therein will be inaccessible through search, visit of the store or links of commodities within a certain period of time), and this Agreement will terminate fifteen (15) days thereafter.
Unless otherwise agreed by the Parties, this Agreement shall automatically terminate:
if the Merchant breaches this Agreement to the extent that the cooperation must be terminated as agreed herein;
upon expiration of the reasonable period for rectification designated by Tmall, if the Merchant breaches this Agreement and still fails to rectify such breach after being notified by Tmall with such reasonable period for rectification;
if the Merchant's deposit is not full and the Merchant fails to supplement the shortfall and, after being demanded by Tmall, still fails to do so within the designated period;
if the Merchant loses its qualification as a legal entity (e.g., it is deregistered or its business license is revoked); or
if the Merchant fails to log in to Tmall with Tmall service account and password for more than ninety (90) days.
Upon the termination hereof, the relevant matters shall be handled as follows:
After termination of this Agreement, Tmall is not obliged to keep any information in or relating to the Merchant's account for the Merchant, or forward any information that is not read or sent to the Merchant or third parties, and Tmall will not be liable to the Merchant or any third party in respect of such termination, unless otherwise provided for by the laws. Any compensation and liability caused by the Merchant's act before such termination shall be fully and solely assumed by the Merchant;
Tmall has the right to retain the Merchant’s registration data and transaction behavior record after the termination hereof. Tmall may still exercise the rights as provided herein against the Merchant’s violation of laws or breach of this Agreement on Tmall Platform prior to the termination hereof;
For any commodity the information of which is uploaded by the Merchant prior to the termination hereof, Tmall may delete such information upon termination hereof if no transaction has been entered into with respect to such commodity, or maintain such information without revoking the transaction and notify the Buyer of the termination hereof if a transaction has been entered into.
The Merchant's store will immediately enter the withdrawal procedures upon Tmall's confirmation of termination hereof. Within thirty (30) days after the Merchant enters the withdrawal procedures, the Merchant may use and only use its Tmall account to handle transaction disputes and accounting and invoice settlement with Tmall.
In the event that this Agreement is early terminated not owing to the Merchant’s breach or fault, the Merchant may request Tmall to refund fees for Services that are not performed to the bank account designated by the Merchant, with the original invoice issued by Tmall hereunder (if issued) and the application for refund. If this Agreement is terminated under any other circumstances, the fees for Services that are not performed will be directly taken as a part of the liquidated damages or compensation payable by the Merchant.
After termination of this Agreement, the Merchant agrees that Tmall may notify Alipay to suspend the payment with the balance in the Merchant’s Alipay account for 30 days for the purpose of solving performance disputes or compensating Consumers and third parties’claims after such termination.
The Merchant shall bring a lawsuit before the people's court with jurisdiction within 30 calendar days after receipt of the termination notice if it disagrees with Tmall's termination hereof.
十二、违约责任（Liability for Breach）
If the Merchant violates state laws and regulations, infringes rights and interests of third parties (e.g., Consumers, right owners or actual users of commoditiesservices) or otherwise breaches this Agreement, the Merchant shall pay the corresponding liquidated damages to Tmall pursuant to this Agreement, and make compensation for the losses suffered by Tmall, if any, including without limitation:
Attorney's costs paid by Tmall and necessary expenses for elimination of negative influence;
Tmall’s loss of goodwill and reasonably anticipated loss of profit (e.g., loss of Consumers, reduced consumption, lowered frequency of consumption and reduced revenue of store operators, etc.), the specific amount of which may be calculated on the basis of the relevant estimation criterion derived from the independent rational analysis of economists and other third parties, Tmall's reasonable analysis according to big data, and other reasonable methods for calculation of revenue and loss.
Unless otherwise agreed herein, if the Merchant fails to pay any amount that is due and payable to Tmall, the Merchant shall pay liquidated damages to Tmall from the day immediately after due date at 0.5% of the outstanding amount for each day of delay.
Each Party may unilaterally terminate this Agreement pursuant to the provisions hereof without any liability for breach, provided, however, that, if the Merchant that undertakes to pay Tmall the minimum software service fee intends to terminate this Agreement, it must pay Tmall the minimum software service fee in full prior to the termination hereof; otherwise, it shall be deemed as the Merchant's breach of this Agreement and the Merchant shall be liable for such breach.
If the Merchant fails to issue an invoice or issues an invoice of an incorrect type to Tmall in respect of the credit activities fee of the previous year, breaching Clause 5.1 hereof, the Merchant agrees to pay an amount equal to 30% of the invoice amount of the credit activities fee of the previous year as liquidated damages.
If the Merchant breaches Clause 6.2.7 hereof, Tmall may deduct the entire balance of the deposit of the Merchant as liquidated damages, and further hold the Merchant liable for other losses (e.g., reasonably anticipated loss of profit, etc.) caused to Tmall.
In case of damage to the Merchant’s rights and interests owing to Tmall’s wilful or gross negligence, Tmall’s liability for breach or compensation to the Merchant shall be calculated based on the Merchant's direct actual losses.
Tmall shall be entitled to immediately terminate the Merchant’s use of any Services of Tmall (including but not limited to shut down all stores operated by the Merchant on Tmall), and Tmall and its Affiliates may also terminate any cooperation with the Merchant and never conduct any business cooperation with the Merchant, if during the use of Tmall Services (including but not limited to all Services hereunder), the Merchant or its actual controller, director, manager or person in charge of a certain business:
Commits commercial bribery in violation of the principle of business integrity or affecting the business goodwill of Tmall;
Is suspected of criminal offense in violation of the principle of business integrity or affecting the business goodwill of Tmall; or3、其他违背诚信经
Commits any other act in violation of the principle of business integrity or affecting the business goodwill of Tmall.
（一）有效联系方式（Valid Contact Information）
You must provide true and valid contact information at your registration at Tmall and timely update the same in case of any changes to ensure that you are always reachable. The Tmall account (including sub-accounts) generated in your registration at Tmall for login on Tmall Platform to receive and send website messages, system messages and Aliwangwang instant messages is also a valid way to contact you. Tmall will send notices to you through one or more ways set forth above, and such notices may have significant impact, positive or negative, on your rights and obligations, to which you must pay appropriate attention.
Any notice sent by you to Tmall hereunder shall be in writing and subject to the receipt by Tmall Customer Satisfaction Division (No.1 Post Office, No. 969 West Wenyi Road, Yuhang District, Hangzhou, PC: 311121).
When Tmall sends you notices using the valid contact information provided by you to Tmall, any written notice sent will be deemed delivered on the fifth calendar day after being posted according to the contact address provided by you if it is sent in hard copy, or once sent successfully if it is sent to you via electronic means (such as announcements on Tmall Platform or Taobao platform, SMS to the contact number provided by you, email to the email address provided by you, Aliwangwang message, system message and website message to your account).
In respect of any dispute arising out of the operations on Tmall, you agree that the people’s court and other judicial authorities may deliver to you the litigation instruments and other legal instruments by SMS, email, Aliwangwang or other means of communication or by mail. The contact number, email address, Aliwangwang account or other contact information designated by you for service of process shall be the contact number and email address provided by you in your registration at and updated on Tmall, and the Aliwangwang account generated in your registration at Tmall. Any legal instrument sent by the judicial authorities using such contact information shall be deemed as served. The postal address designated by you shall be your legal contact address or the valid contact address provided by you. You acknowledge that the judicial authorities may send legal instruments to you through any one or more ways above, and in case of service in more than one way, the notice shall be deemed as received at the earliest time. The above ways of service shall be applicable to all judicial proceedings, including but not limited to the first instance, the second instance, retrial, enforcement and demand proceedings.
You warrant that the contact information provided by you is accurate and valid. You shall timely inform Tmall andor judicial authorities of the new valid contact information if there is any change. You shall be solely liable for the legal consequences of failure in or delay of service of process due to inaccurate contact information provided by you or your delay of notification of the new information.
十五、争议解决及其他（Dispute Resolution and Others）
The interpretation and application of and any dispute in connection with this Agreement shall be governed by the laws of the People’s Republic of China, and the people’s court with jurisdiction at the place where Tmall is located shall be the competent court for the first instance.
If any provision hereof is found invalid or unenforceable, such provision shall be severable, and the remaining provisions shall still have legal force.
Tmall’s waiver of its rights hereunder in case of any negligence or breach hereof by the Merchant shall not be construed as its waiver in respect of any other or subsequent similar negligence or breach by the Merchant.
This Agreement is made in both Chinese and English languages, in case of any discrepancy between the Chinese version and English version, Chinese version shall prevail.
十六、协议附件清单（ List of Appendices）
The Appendices hereto constitute an integral part of and have the same legal effect with this Agreement.
Appendix 1: Letter of Authorization
Appendix 2: Tmall Service Terms
授权书（Letter of Authorization）
To: Alipay (China) Network Technology Co., Ltd.
We hereby notify you with this letter that we authorize you to directly suspend the payment with and make payment from the balance in our Alipay account at Tmall's instruction during the term of and in accordance with the Tmall Service Agreement entered into between us, on the one hand, and Zhejiang Tmall Network Co., Ltd. and Zhejiang Tmall Technology Co., Ltd. (collectively “Tmall”), on the other hand, and its Appendices.
(Tmall Service Terms）
Services Provided by Party B and Service Fees
|付款方式Method of Payment||备注 Notes|
与互联网信息服务相关的软件服务 Software Service in Relation to Internet
|实时划扣软件服务费Service fee for the real-time deduction software||计算公式：Formula: 费率×交易额Rate × Transaction amount||根据实际销售的商品类目适用具体费率（具体详见天猫对应年度各类目年费软件服务费一览表）According to the specific rate applicable to the category of commodities actually sold (for details, please refer to the List of Service Fee for Annually Subscribed Software in Each Category in the Relevant Year of Tmall)||由支付宝公司自买家向商户支付的订单款项中实时划扣至天猫收款账户Real-time deduction by Alipay from the purchase order price paid by the Buyer to the Merchant to Tmall's account for payment collection||系统根据甲方实际交易成功的商品信息自动套用天猫对应年度各类目年费软件服务费一览表中所对应的费率，按照“计算公式”计算并实时划扣。The system automatically makes calculation based on the corresponding rate specified in the List of Service Fee for Annually Subscribed Software in Each Category in the Relevant Year of Tmall according to the commodity information in a successful transaction actually made by Party A, and makes the real-time deduction of the service fee as specified in the “formula”.|
|软件服务年费 Annual fee of software service||根据天猫公示的对应年度各类目年费软件服务费一览表中的费率按服务期限进行计算Calculated according to the rate in the List of Service Fee for Annually Subscribed Software in Each Category in the Relevant Year announced by Tmall and the service term||服务开通前一次性支付整年费用 Payment in advance for one year in a lump sum before Service Activation||为鼓励商户提高服务质量和交易额水平，除特殊类目外，天猫将对软件服务年费附条件向商户给予商业折扣，具体折扣优惠条件及标准详见天猫对应年度软件服务年费缴纳、折扣优惠及结算标准。In order to encourage Merchants to improve service quality and transaction amount, Tmall will give Merchants conditional commercial discounts in respect of the annual fee of software service (special categories excluded). For details of conditions and criterion of discounts, please refer to the Criterion of Payment, Discount and Settlement of Annual Fee for Software Service in the Relevant Year of Tmall.|
|与积分系统相关的软件服务Software service in relation to the credit system||积分系统软件服务费 Credit System Software Service fee||计算公式：费率×天猫积分发放数量Formula: Rate × Quantity of credits granted by Tmall||由支付宝公司自买家向商户支付的订单款项或商户支付宝中实时划扣至天猫收款账户 /Real-time deduction by Alipay from the purchase order price paid by the Buyer to the Merchant or from the Merchant's Alipay account to Tmall's account for payment collection||费率为1%，具体费率以系统设定为准。The current rate is 1% and subject to the specific percentage then specified in the system.|
|丙方提供的服务及收费 Services Provided by Party C and Service Charges|
|互联网信息服务Internet Information Service||展示服务费Display service fee||暂不收费Free of charge for now||/||/|
|二级域名服务Secondary Domain Name Service||二级域名服务费Secondary Domain Name Service fee||暂不收费Free of charge for now||/||/|
|市场调研费等Market survey fee,etc.||暂不收费 Free of charge for now||/||/|
|服务开通之日起至2018年12月31日止（服务期自动续展的将延续至次年12月31日，依此类推）From the date of Service Activation to December 31, 2018 (to December 31 of the subsequent year in case of any automatic renewal of the service term)|