AliExpress Influencer Program Service Agreement

Effective Date: 21 May 2024

Welcome to AliExpress’ website for influencers (the “Influencers Platform), where you can manage your marketing relationship with Alibaba.com Singapore E-Commerce Private Limited, a company incorporated under the laws of Singapore and having its registered address at 51 Bras Basah Road, #01-21 Lazada One, Singapore 189554 (“AliExpress” or “us” or similar terms).

Any person or entity that participates or attempts to participate in our influencer marketing program (the “Influencer Program” and such person or entity, “you”, or an “Influencer”) must accept this AliExpress Influencer Program Service Agreement (this “Agreement”) without change. By clicking the “Accept” button, you agree to this Agreement, including the Relevant Rules (defined in Section 16), which are incorporated by reference. Please read them carefully.

Description of the Influencer Program

1.1.

The Influencer Program permits you to monetize your social media presence or social media user-generated content (referred to here as your “Influencer Account”) by advertising items sold or services offered on the website with the URL https://www.aliexpress.com(the “AliExpress Site”) (the “Products”). In order to facilitate your advertisement of these Products, we may make available to you data, images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Influencer Program (the “AliExpress Content”). AliExpress Content specifically excludes any data, images, text, or other information or content relating to product offering on any site other than the AliExpress Site.

1.2.

Upon enrollment in the Influencer Program, you can earn seeding balance, commission, bonus and other forms of rewards by participating in different campaigns and placing advertisements on your Influencer Account in accordance with our requirements and reward rules set forth in the AliExpress Influencer Program Policy (as amended from time to time) (the “Program Policy”) published on the Influencer Platform. You will not be able to redeem your seeding balance for cash. You can receive commission and/or bonuses (“Commission”) for Qualifying Purchases made by our customers via your advertisements of AliExpress Content in accordance with Section 7 of this Agreement and/or other qualifying actions (as may be determined in the Program Policy). Neither the seeding balance nor the Commission will be issued upon termination of the Influencer Program or if you are or become ineligible for the Influencer Program or do not place advertisement as required.

“Qualifying Purchases” means purchases completed by our customer on the AliExpress Site via Influencer’s advertisement of Products. A purchase shall only be deemed to be a “Qualifying Purchase” if the customer has taken the requisite steps required by the AliExpress Site for acknowledging completion of the transaction. For the avoidance of doubt, transactions on the AliExpress Site that are cancelled and/or refunded by a customer or involve Fraud shall not be deemed as a Qualifying Purchase.

“Fraud” means any action that intentionally attempts to create sales, leads, or click-throughs using robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating Commission.

1.3.

Subject to our prior approval, you may:

1.3.1.

propose other content displaying on the AliExpress Site to be advertised by you on your Influencer Account;

1.3.2.

create your own promotional content based on the AliExpress Content for advertisement on your Influencer Account; or

1.3.3.

transmit instruction or data to AliExpress for the latter to process and filter certain AliExpress Content.

Registration and Compliance Requirements

2.1.

To register as an Influencer, you must complete all information requirements, including granting requests to access data regarding your social media presences. You acknowledge that if you fail to submit any of the required information or any of the submitted information is inaccurate or incomplete, AliExpress shall be entitled to suspend part or all functions for your account on the Influencer Platform.

2.2.

AliExpress reserves the right to reject your application for participation in the Influencer Program if AliExpress determines that, in its sole and absolute discretion, you are unsuitable for participation in the Influencer Program.

2.3.

You must comply with this Agreement to participate in the Influencer Program and receive Commission and other benefits.

2.4.

You must promptly provide us with any information that we request to verify your compliance with this Agreement.

2.5.

If you violate this Agreement, or if you violate terms and conditions of any other applicable rules and/or policies published by AliExpress from time to time (including but not limited to the AliExpress Affiliate Program Service Agreement and the AliExpress Affiliate Program Rules and Policies), then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) cease payment of (and you agree you will not be eligible to receive) any and all Commission and rewards otherwise payable to you under this Agreement, whether or not directly related to such violation, without notice and without prejudice to any right of AliExpress to recover damages in excess of this amount.

Reporting and Tracking

3.1.

AliExpress will make available to you reports summarizing your performance in the Influencer Program and records relating to the Qualifying Purchases and/or other qualifying actions.

3.2.

You agree that all performance of your advertisement of AliExpress Content on your Influencer Account will be recorded and tracked by the tracking system and technology used by AliExpress. Unless otherwise agreed, the records tracked and stored by AliExpress’ tracking system shall serve as the sole basis for calculating the sum of Commission and other benefits payable to you under the Influencer Program.

3.3.

You shall not employ any method to directly or indirectly interfere, disrupt or disable AliExpress’ tracking system.

3.4.

AliExpress shall be entitled to invalidate the short-key which is embedded in the link generated using the tracking technology of AliExpress and which is used to record or track any clicks, purchases or actions, provided that (a) the short-key has been created for more than one year; (b) the short-key has been created for less than one year, but has no records of any clicks for the past six months; or (c) the link, in which the short-key is embedded, is known or suspicious to contain or direct to any part of any AliExpress Content or Third Party Content which would infringe or has infringed any patent, copyright, trade secret, trademark, or other proprietary right of any third party. For the avoidance of doubt, any tracking link with invalidated short-key will be invalid, including, without limitation, unable to track or record any clicks, purchases, or actions.

“Third Party Content” means text, artworks, graphics, logos, copies and/or other content which are provided and licensed by sellers on the AliExpress Site for Influencers to publish through the Influencer Account for attracting traffic and shall be thereafter made available on the Influencer Platform. For clarity, all content of Products (excluding any content prohibited by AliExpress, legal or regulatory authorities from time to time according to Relevant Rules, applicable laws or regulations) are Third Party Content.

Influencer Content

4.1.

With respect to any text, pictures, compilations, lists, comments, digital videos, or other data or content you propose to publish in connection with the Influencer Program (the “Influencer Content”), you must submit such Influencer Content to AliExpress via the Influencer Platform as soon as you post it for AliExpress’ review, and you acknowledge that AliExpress may request such Influencer Content to be edited, modified or otherwise discarded and you undertake to carry out such actions as directed by AliExpress. AliExpress may delay the issuance of or withhold any seeding balance, Commission or any other form of benefits you earned or accrued under the Influencer Program pending the outcome of any review of or investigation in relation to the Influencer Content. AliExpress may refuse to arrange for such issuance, in its sole discretion, for any Influencer Content that is illegal, inappropriate, fraudulent or in violation of this Agreement or any Relevant Rules. AliExpress reserves the rights to invalidate any unique links, codes or APIs generated for you in relation to your participation in the Influencer Program. All of AliExpress decisions are final and binding, including decisions as to whether the Influencer Content is approved pursuant to this Agreement.

4.2.

Any statements contained in the Influencer Content should always reflect your honest and truthful opinions and actual experiences, and shall be in good taste and free of inappropriate language and/or any content that promotes bigotry, racism or discrimination against an individual based on race, gender, religion, nationality, disability sexual orientation or age.

4.3.

AliExpress may (as determined by AliExpress in its sole discretion) but is not obligated to use Influencer Content. AliExpress reserves the right (in its sole discretion and at any time) to reject, remove, suspend, or restore any or all of the Influencer Content from the AliExpress Site. AliExpress has the right but not the obligation to monitor and request you to edit or remove any Influencer Content on your Influencer Account. AliExpress takes no responsibility and assumes no liability for any content posted by you or any third party.

4.4.

WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF THE INFLUENCER ACCOUNT AND THE INFLUENCER CONTENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO THE INFLUENCER ACCOUNT OR ANY INFLUENCER CONTENT.

Intellectual Property Rights

5.1.

By accepting this Agreement, you hereby grant to AliExpress a non-exclusive, worldwide, fully paid-up, royalty-free license for the maximum duration of your original and derivative intellectual property rights in all languages to use, copy, reproduce, repost, publish, share, adapt, translate, excerpt, reformat, distribute, transmit and display any and all Influencer Content and your name, nickname, user handle, photo, image, logo, social media avatar in connection with such Influencer Content, including through linkage to your AliExpress public profile.You further agree that AliExpress shall have the rights to "whitelist" and/or boost the Influencer Content on its social media and amplify and promote the Influencer Content via paid media, including, without limitation, via sponsored, promoted, and/or paid posts, and you agree to provide AliExpress with any applicable permissions that it requires to do so.

5.2.

Subject to the terms of this Agreement and solely for the limited purposes of participation in the Influencer Program in strict compliance with this Agreement and the Relevant Rules, we hereby grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to use, copy and display AliExpress Content, including certain marks as part of the AliExpress Content (“AliExpress Marks”), solely on your Influencer Account. You undertake that (a) you will not transfer, modify, alter, adapt or create derivative works based on the AliExpress Content without obtaining our prior consent; (b) you will not use or display the AliExpress Content in any manner that implies sponsorship or endorsement by us, or to disparage us, our products or services; and (c) all hosting, placement, publishing and/or distribution of AliExpress Content is carried out at all times in good faith and in compliance with applicable laws and regulations and in a manner which shall not be regarded to be dishonest, fraudulent, misleading, improper, unlawful or otherwise against the terms herein in any way or the public interests or public order. All rights to the AliExpress Content are our exclusive property, and all goodwill generated through your use of any AliExpress Content will inure to our exclusive benefit. You will not take any action that conflicts with our rights in, or ownership of, any AliExpress Content.

5.3.

The license in Section 5.2 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or any Relevant Rule, or otherwise upon termination of this Agreement. In addition, we may terminate the license in whole or in part upon written notice to you. You will promptly stop using the AliExpress Content and promptly remove from your Influencer Account and delete or otherwise destroy all of the AliExpress Content (including the AliExpress Marks) with respect to which the license is terminated or as we may otherwise request from time to time.

5.4.

Other than the limited licenses expressly set forth herein, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this license or otherwise, acquire any ownership interest or rights in or to, the Influencer Program, link formats, AliExpress Content, any domain name owned or operated by us, information and materials on the AliExpress Site, our and our affiliates’ trademarks and logos (including the AliExpress Marks), and any other intellectual property and technology that we provide or use in connection with the Influencer Program (including any application program interfaces, software development kits, libraries, sample code, and related materials).

5.5.

Except as expressly agreed to in writing by the parties, nothing in this Agreement will be deemed to grant or assign to the other party any ownership rights, license rights, or interests of any kind in the other party’s products, services or technology or in the other party’s intellectual property rights or proprietary rights.

Influencers’ Responsibility

6.1.

You will be solely responsible for your Influencer Account and you Influencer Content, including all materials that appear on or within it, and ensure that:

6.1.1.

your display of AliExpress Content on your Influencer Account is in compliance with the Agreement, the Relevant Rules, all applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority, including those related to disclosures, and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your Influencer Account);

6.1.2.

materials posted on your Influencer Account (including all Product descriptions and other Product-related materials) are accurate, complete and appropriate;

6.1.3.

you use the AliExpress Content and the materials on or within your Influencer Account in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, privacy, publicity, or other intellectual property or proprietary rights);

6.1.4.

you will not add to, delete from, or otherwise alter any AliExpress Content in any way, including by adding additional information, except that you may resize AliExpress Content consisting of a graphic image in a manner that maintains the original proportions of the image or truncate AliExpress Content consisting of text in a manner that does not materially alter the meaning of the text or cause the text to become factually incorrect, or misleading;

6.1.5.

you will promptly remove from your Influencer Account and delete or otherwise destroy any AliExpress Content that is no longer displayed on the AliExpress Site or that we notify you is no longer available for your use;

6.1.6.

you will not use any AliExpress Content, including any name or likeness embodied in that AliExpress Content, in a manner that implies a person’s or company’s endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to AliExpress Content);

6.1.7.

you will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (for example, search, browse, or order) are occurring;

6.1.8.

you will not include on your Influencer Account, display, or otherwise use AliExpress Content in connection with, any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device;

6.1.9.

you will not attempt to artificially increase your Commission; and

6.1.10.

you must not make inaccurate, overbroad, deceptive or otherwise misleading claims about any Product, the AliExpress Site, or any of our policies, promotions, or prices.

6.2.

If we inform you that your Influencer Account does not qualify to use certain types of links, you must cease displaying those types of links on your Influencer Account. You must ensure any links and related references to limited time promotions are removed from your Influencer Account as soon as that promotion on the AliExpress Site ends.

6.3.

You shall be responsible for all activities on your account with the Influencer Platform and for loss, theft or unauthorized disclosure of your password. You shall provide prompt notification to AliExpress of any known or suspected unauthorized use of your account or breach of the security of your account on the Influencer Platform.

6.4.

You may not use the Influencer Program in a manner that violates any law, infringes or violates the rights of any third party, or otherwise act in a manner that is deemed harassing, harmful, illegal, hateful, obscene or outside the spirit and intent of the Influencer Program, as such conduct will be grounds for immediate termination and disqualification from the Influencer Program and forfeiture of any Commission earned or accrued. In addition, you may not act in an unfair or disruptive manner, or use any system, bot or other device or artifice to participate or receive any benefit in the Influencer Program.

Commissions and Payment Terms

7.1.

AliExpress shall pay you the Commission monthly for the services delivered in the previous month on basis of statistics in the corresponding reports.

7.2.

Details and terms governing the Commission, the seeding balance and any other benefits shall be set forth in the Program Policy as published on the Influencer Platform. AliExpress reserves the right to update the Program Policy from time to time by publishing an amended and restated version of it and the amended and restated Program Policy shall take effect on the date as specified therein. Your continued participation in the Influencer Program thereafter shall be deemed as your acceptance to the amended and restated Program Policy.

7.3.

The accrued Commission, seeding balance and any other benefits will be shown on your account but such amount is an estimate which is subject to adjustment due to any breach by you of this Agreement, the Relevant Rules, chargeback by AliExpress in accordance with Section 7.5, any addition or deletion of Qualifying Purchases and/or other qualifying actions for the month as corrected by AliExpress’ tracking system and technology.

7.4.

AliExpress’ payment obligations under this Section 7 shall be deemed completed immediately upon its release of Commission to the balance of your account with the Influencer Platform. You may, at any time after the funds release, login to your account with Influencer Platform and require to remit part or all balance to your designated bank account, provided such remitting balance exceeds USD15. You shall keep the login and password of your account with the Influencer Platform secure, and acknowledge that any use, or activities occurred under such account, including the remittance of balance, will be deemed as the use by or activities of you, which you shall be solely liable for. You shall be charged applicable bank handling fees for each such remittance. The bank handling fee (if any) will be deducted from the remitting balance to be transferred to your designated back account.

7.5.

AliExpress shall have the right to chargeback any amount accrued from Fraud, invalid Qualifying Purchases or other invalid actions in accordance with Section 7.6 (the “Chargeback Amount”). AliExpress will provide an itemized report setting out details as to why such transactions are being deemed fraudulent or invalid by AliExpress.

7.6.

AliExpress shall be entitled to either (a) set off the Chargeback Amount against the Commission payable by AliExpress for one given month; (b) request you to pay AliExpress the Chargeback Amount (even following the termination of this Agreement); or (c) deduct the Chargeback Amount from the balance on your account with the Influencer Platform.

Warranties and Representations

8.1.

You represent, warrant, and covenant that:

8.1.1.

you will participate in the Influencer Program and create, maintain, and operate your Influencer Account in accordance with this Agreement;

8.1.2.

neither your participation in the Influencer Program nor your creation, maintenance, or operation of your Influencer Account will violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including all such rules governing communications, data protection, advertising, and marketing);

8.1.3.

you are lawfully able to enter into contracts (e.g. you are not a minor or otherwise legally prevented from contracting);

8.1.4.

you have independently evaluated the desirability of participating in the Influencer Program and are not relying on any representation, guarantee, or statement other than as expressly set forth in this Agreement;

8.1.5.

the information you provide in connection with the Influencer Program is accurate and complete at all times;

8.1.6.

you have all necessary rights, licenses, and permissions to grant all licenses and other rights in this Agreement;

8.1.7.

the Influencer Content complies with all applicable laws and regulations and does not infringe the intellectual property rights of AliExpress or any third party;

8.1.8.

your Influencer Account is suitable for participation in the Influencer Program and does not:

(1)

promote or contain sexually explicit or obscene materials,

(2)

promote violence or contain violent materials or promote, endorse or incite potentially dangerous or harmful acts,

(3)

promote or contain false, deceptive, libelous or defamatory materials,

(4)

promote or contain materials or activity that is hateful, harassing, harmful, invasive of another’s privacy, abusive, or discriminatory (including on the basis of race, color, sex, religion, nationality, disability, sexual orientation, or age),

(5)

promote or undertake illegal activities,

(6)

are directed toward children or knowingly collect, use, or disclose personal information from children under 13 years of age or other applicable age threshold (as defined by applicable laws, regulations, and/or guidelines),

(7)

violate any applicable laws, ordinances, rules, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any applicable governmental authority related to child protection, or

(8)

violate any intellectual property rights.

8.2.

We do not make any representation, warranty, or covenant regarding the amount of traffic or Commission or any other benefits you can expect at any time in connection with the Influencer Program.

8.3.

ALIEXPRESS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, FITNESS, COMPLIANCE, NON-INFRINGEMENT AND/OR LEGALITY OF THIRD PARTY CONTENT FOR A CERTAIN PURPOSE 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 DISCLAIMED AND EXCLUDED. IN CASE OF A DISPUTE OR CLAIM OF OWNERSHIP, INFRINGEMENT OR DAMAGE RELATING TO THIRD PARTY CONTENT, YOU SHALL HOLD ALIEXPRESS HARMLESS AND INDEMNIFIED AGAINST ANY LOSSES, DAMAGES THAT MAY BE SUFFERED BY ALIEXPRESS.

Disclosure of Advertisement

9.1.

You must clearly and prominently disclose your “material connections” with AliExpress in your Influencer Content, including the fact that you were afforded any consideration from AliExpress or are being paid for a particular service. “material connections” means any connection between an Influencer and AliExpress that could affect the credibility consumers give to the Influencer’s statements. Important examples of “material connections” include payments or other monetary compensation, free products and services, gifts and rewards, special access privileges and other incentives provided by AliExpress to an Influencer.

9.2.

Except for this disclosure and other than as required by applicable law, you will not make any public communication with respect to this Agreement or your participation in the Influencer Program without our prior approval. You will not misrepresent or embellish our relationship with you (including by expressing or implying that we support, sponsor, or endorse you), or express or imply any affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.

10.

Term and Termination

10.1.

The term of this Agreement will begin upon your acceptance of this Agreement or use of the Influencer Platform. Either you or we may terminate this Agreement with immediate effect at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party written notice of termination. In addition, we may terminate this Agreement or suspend your account immediately upon written notice to you for any of the following: (a) you are in material breach of this Agreement or the Relevant Rules; (b) you otherwise fail to cure within 7 days of our notice to you regarding any other breach of this Agreement or the Relevant Rules; (c) we believe that we may face potential claims or liability in connection with your participation in the Influencer Program; (d) we believe that our brand or reputation may be tarnished by you or in connection with your participation in the Influencer Program; (e) your participation in the Influencer Program has been used for deceptive, fraudulent or illegal activity; (g) we have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or acting in concert with you for any reason; or (h) we have terminated the Influencer Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection10.1(a), any violation of Section9 of this Agreement or as specified in the Relevant Rules will be deemed a material breach of this Agreement.

10.2.

We may hold accrued unpaid Commission for a reasonable period of time following termination to ensure that the correct amount is paid (for example, to account for any cancelations or returns).

10.3.

Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, including any and all licenses granted in connection with this Agreement, except that the rights and obligations of the parties under Sections 5.1, 7, 9, 10, 11, 12, 14 and 15 of this Agreement and as specified in the Relevant Rules, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

11.

Disclaimers

THE INFLUENCER PROGRAM, THE ALIEXPRESS SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE ALIEXPRESS SITE, ANY LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, PRODUCT ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE ALIEXPRESS MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE INFLUENCER PROGRAM (COLLECTIVELY THE “SERVICE OFFERINGS”) ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SERVICE OFFERINGS. WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY LAW, CUSTOM, COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, VIRUSES, MALICIOUS SOFTWARE, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR INFLUENCER ACCOUNT OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE SERVICE OFFERINGS WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE INFLUENCER PROGRAM, OR (Z) ANY TERMINATION OR SUSPENSION OF YOUR PARTICIPATION IN THE INFLUENCER PROGRAM. NOTHING IN THIS SECTION 11 WILL OPERATE TO EXCLUDE OR LIMIT WARRANTIES, LIABILITIES, OR REPRESENTATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12.

Limitations on Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA ARISING IN CONNECTION WITH THE SERVICE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL COMMISSION PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED. NO ACTION, SUIT OR PROCEEDINGS SHALL BE BROUGHT AGAINST ALIEXPRESS PURSUANT, OR IN ANY WAY RELATED, TO THIS AGREEMENT MORE THAN ONE YEAR AFTER THE TERMINATION OF THIS AGREEMENT. YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT. NOTHING IN THIS PARAGRAPH WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

13.

Indemnification

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR INFLUENCER ACCOUNT (INCLUDING YOUR USE OF ANY SERVICE OFFERING) OR YOUR VIOLATION OF THIS AGREEMENT, AND YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US, OUR AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AND REPRESENTATIVES, HARMLESS FROM AND AGAINST ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING ATTORNEYS’ FEES) RELATING TO (A) YOUR INFLUENCER ACCOUNT OR ANY MATERIALS THAT APPEAR ON YOUR INFLUENCER ACCOUNT, INCLUDING THE COMBINATION OF YOUR INFLUENCER ACCOUNT OR THOSE MATERIALS WITH OTHER APPLICATIONS, CONTENT, OR PROCESSES, (B) YOUR VIOLATION OF ANY RIGHTS OF ANOTHER PARTY, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT OR ANY THIRD PARTY AGREEMENT, (C) YOUR PARTICIPATION IN THIS INFLUENCER PROGRAM AND/OR USE OF ANY SERVICE OFFERING, WHETHER OR NOT SUCH USE IS AUTHORIZED BY OR VIOLATES THIS AGREEMENT OR APPLICABLE LAW, (D) YOUR VIOLATION OF ANY TERM OR CONDITION OF THIS AGREEMENT (INCLUDING ANY RELEVANT RULE), (E) YOUR TAXES AND DUTIES OR THE COLLECTION, PAYMENT, OR FAILURE TO COLLECT OR PAY YOUR TAXES OR DUTIES, OR THE FAILURE TO MEET TAX REGISTRATION OBLIGATIONS OR DUTIES, (F) YOUR VIOLATION OF ANY APPLICABLE LAWS, RULES, OR REGULATIONS, OR (G) YOUR OR YOUR EMPLOYEES' OR CONTRACTORS’ NEGLIGENCE OR WILLFUL MISCONDUCT. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY ALIEXPRESS PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION 13.

14.

Governing Law and Disputes

Any dispute, controversy or claim (“Dispute”) relating in any way to the Influencer Program or this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement, or your relationship with us or any of our affiliates will be subject to the laws of Hong Kong and shall be first settled through friendly consultations between the parties. In the event that no settlement is reached within thirty (30) days from the date of notification by either party to the other that it intends to submit a Dispute to arbitration, then such Dispute shall be settled by arbitration in accordance with the HKIAC Administered Arbitration Rules in effect at the time of applying for arbitration and as may be amended by the rest of this Section 14. The arbitration institute shall be the Hong Kong International Arbitration Centre (“HKIAC”) and the place of arbitration shall be in Hong Kong at the HKIAC. The language of the arbitration shall be English. The tribunal shall consist of three arbitrators. Each of the parties shall select an arbitrator. The third and presiding arbitrator shall be selected by the HKIAC. The arbitral award shall be final and binding upon the parties.

15.

Taxes

15.1.

You shall bear all the applicable taxes, costs and expenses (including but not limited to any handling fees charged by banks and any technical service fees charged by AliExpress) in connection with the payment of any amount payable by AliExpress to you. The amount of such technical service fees as published on the Influencer Platform from time to time shall apply. You hereby represent and warrant that you will follow applicable tax regulations to declare and pay the tax and duties.

15.2.

All amounts otherwise due and payable by AliExpress to you under this Agreement are inclusive of any Taxes. “Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes, including but not limited to sales, use, license, excise, good and services, value added, stamp or transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any nature whatsoever levied, imposed, assessed or collected by a Taxation Authority together with all interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater certainty excludes any of the foregoing which are (a) based on gross or net income, (b) franchise taxes, or (c) property, personal property or rental taxes (collectively "Excluded Taxes"). Each party shall be responsible for any and all Excluded Taxes that it is liable for under applicable law.

15.3.

Notwithstanding anything else contained herein, if any amounts are required to be withheld by AliExpress from any amount payable by AliExpress to you under this Agreement, AliExpress: (a) shall be entitled to withhold and deduct such amounts from any payments owing to you under this Agreement, (b) will pay to the relevant Taxation Authority the amount of such applicable withholdings in accordance with applicable law; and (c) will pay to you the amounts determined by AliExpress to be owing to you under this Agreement net of such withholdings.For greater certainty, any amount so withheld or deducted by AliExpress shall discharge AliExpress’s obligation to pay such amount to you provided that AliExpress has remitted such amount to the relevant Taxation Authority.

“Taxation Authority” means any government, state, municipality or any local, provincial, state or other fiscal, customs, excise or taxing authority, body or official anywhere in the world with responsibility for, and competency to, impose, collect, audit, assess, administer or levy any Taxes or make any decision or ruling in respect of any Taxes.

16.

Additional Provisions

16.1.

We may send you emails relating to the Influencer Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Influencer Account and users of your Influencer Account that we obtain in connection with your display of AliExpress Content (for example, that a particular AliExpress customer clicked through a link from your Influencer Account before buying a product on the AliExpress Site), (b) review, monitor, crawl, and otherwise investigate your Influencer Account to verify compliance with this Agreement, and (c) use, reproduce, distribute, and display your logo and implementation of AliExpress Content displayed on your Influencer Account.

16.2.

If you transfer any information, by reference to which an individual may be identified (“Personal Data”), including, without limitation, device ID, ADID, photo or picture of users of the Influencer Account to AliExpress, you shall:

16.2.1.

acquire all required permits and full consent from the corresponding users according to applicable laws and regulations to collect and transfer their Personal Data to AliExpress for agreed purpose prior to the transfer;

16.2.2.

agree that AliExpress will, in its sole and absolute discretion, process only the part of Personal Data that refers to those users who are registered AliExpress members and agreed to the cookie preferences of AliExpress, and may reject to process the other received Personal Data;

16.2.3.

agree and understand that AliExpress will not collect or store any of those transmitted Personal Data;

16.2.4.

agree and undertake that the transfer and processing of such Personal Data shall be governed by the terms and conditions set forth in Schedule A “Data Procession Addendum” hereunder.

16.3.

During your participation in the Influencer Program, we will collect and process your personal information, including, without limitation, name, information in connection with your social media account, and contact information (“Required Information”). AliExpress shall be entitled to verify the accuracy, completeness and truthfulness of the above Required Information. You acknowledge that if you fail to submit any of the Required Information or any of the submitted Required Information is inaccurate or incomplete, AliExpress shall be entitled to suspend part or all functions for you account on the Influencer Platform and/or performance of its obligations under this Agreement, including, without limitation: (a) suspend the payment pursuant to Section 7 of this Agreement; (b) suspend or terminate your API, which is used to acquire AliExpress Content (whether pursuant to this Agreement or otherwise); and/or (c) suspend other functions or features with your account on the Influencer Platform. Your data will be subject to AliExpress’s Privacy Policy.

16.4.

You acknowledge and agree that (a) we and our affiliates may at any time (directly or indirectly) solicit traffic on terms that may differ from those contained in this Agreement, (b) our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement, and (c) any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative.

16.5.

You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

16.6.

This Agreement incorporates, and you agree to comply with, the most up-to-date version ofAliExpress Free Membership Agreement,AliExpress Terms of Use, the Program Policy, all terms, conditions, policies, requirements, appendices, specifications, guidelines, schedules, and other rules referenced in this Agreement and any other policies that apply to tools, subprograms, and features made available to you under the Influencer Program (the “Relevant Rules”), including any updates of the Relevant Rules from time to time. In the event of any conflict between this Agreement and any Relevant Rule, this Agreement shall prevail. In the event of a conflict between this Agreement and the AliExpress Affiliate Program Service Agreement, that agreement shall prevail with respect to such separate program. This Agreement (including the Relevant Rules) is the entire agreement between you and us regarding the Influencer Program and supersedes all prior agreements and discussions.

16.7.

Whenever used in this Agreement, the terms “include(s)", “including”, and “for example” are used and intended without limitation.

16.8.

Any information relating to AliExpress or any of its affiliates that we provide or make accessible to you in connection with the Influencer Program that is not known to the general public or that reasonably should be considered to be confidential is AliExpress’s “Confidential Information” and will remain AliExpress’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons or entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. You will not disclose Confidential Information to any third party (other than your affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreement between the parties and will apply for the term of the Agreement and 5 years after termination.

16.9.

You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our affiliates’ behalf. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

16.10.

Notwithstanding anything to the contrary herein, nothing in this Agreement will, or will be interpreted or construed to, induce or require any party hereto to act in any manner (including taking or failing to take any actions in connection with a transaction) which is inconsistent with or penalized under any laws, regulations, rules or requirements that apply to any party to this Agreement.

17.

Modification

We reserve the right to modify any of the terms and conditions contained in this Agreement at any time and in our sole discretion by posting a change notice, revised Agreement, or revised Relevant Rule on the Influencer Platform or by sending notice of such modification to you by email. The effective date of such change will be the date specified therein. YOUR CONTINUED PARTICIPATION IN THE INFLUENCER PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATIONS. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 10.

Schedule A

Data Processing Addendum

1. Definition

1.1 Each of "controller", "processor", "data subject", "personal data" and "processing" (and "process") shall have the meaning given in the EU Data Protection Law. Notwithstanding the aforesaid, in the event where the law applicable hereunder is any other Applicable Data Protection Law apart from the EU Data Protection Law, each of the aforementioned terms when referred to in this Addendum shall be deemed as referring to the corresponding defined term under the Applicable Data Protection Law (if such corresponding defined term under the Applicable Data Protection Law is different from any of the aforementioned terms used pursuant to the EU Data Protection Law). For instances, both the terms “controller” and “processor” under the EU Data Protection Law shall, where applicable hereunder, be deemed as referring to the respective terms of “business” and “service provider” under the CCPA (as defined below);

1.2 "Applicable Data Protection Law" means all worldwide data protection and privacy laws and regulations applicable to the personal data in question, including, where applicable, EU Data Protection Law and all analogous (present and future) privacy laws of other states, territories and countries including (without prejudice to the generality of the foregoing) the California Consumer Privacy Act 2018 (“CCPA”) and the United Kingdom Data Protection Act 2018;

1.3 "EU Data Protection Law" means (i) prior to 25 May 2018, Directive 95/46/EC of the European Parliament and of the Council on the protection of individuals with regard to the Processing of Personal Data and on the free movement of such data (the "Directive"); (ii) on and after 25 May 2018, 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) (the "GDPR"); (iii) the EU e-Privacy Directive (Directive 2002/58/EC); and (iv) any and all applicable national data protection laws made under or pursuant to (i), (ii) or (iii); in each case as may be amended or superseded from time to time.

2. Disclosure of Data

2.1 Influencer may disclose the personal data subject to Clause 16.3 of this Agreement to AliExpress to process strictly for the purposes of performing the services described in this Services Agreement. (the "Permitted Purpose").

3. Relationship of the Parties

3.1 The Parties acknowledge that the Influencer is the controller of the Data it discloses to AliExpress, and that AliExpress will process the Data as a separate and independent controller strictly for the Permitted Purpose. In no event will the parties process the Data as joint controllers.

3.2 Influencer acknowledges that all data processing activities during the cooperation with AliExpress shall comply with the requirements set forth in Alibaba Supplier Code of Conduct on International Personal Data Protection and all Applicable Data Protection Lawand all Applicable Privacy Laws world widely.

4. Data Protection

4.1 Compliance with law: Each Party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under Applicable Data Protection Law. In particular (and without limitation):

4.1.1 The Influencer represents, warrants and undertakes to comply with all necessary transparency and lawfulness requirements under Applicable Data Protection Law in order to disclose the Data to AliExpress to process for the Permitted Purpose; and

4.1.2 AliExpress shall be separately and independently responsible for complying with Applicable Data Protection Law in respect of its processing of Data it receives from Influencer.

4.2 International transfers: Neither Party shall transfer the Data (nor permit the Data to be processed) unless it takes such measures as are necessary to ensure the transfer is in compliance with Applicable Data Protection Law.

4.3 Security: Each Party shall implement appropriate technical and organizational measures to protect the Data (a) from accidental or unlawful destruction, and (b) loss, alteration, unauthorised disclosure of, or access to the Data (a "Security Incident"). Both Parties are obligated to inform each other of any identified or exposed Security Incident in a timely manner, cooperate with each other in the risk mitigation, and reduce the impact as much as possible.

4.4 Cooperation: In the event that either Party receives any correspondence, enquiry or complaint from a data subject, regulator or other third party ("Correspondence") related to (a) the disclosure of the Data by Influencer to AliExpress for the Permitted Purpose; or (b) processing of Data by the other Party, it shall promptly inform the other Party giving full details of the same, and the Parties shall cooperate reasonably and in good faith in order to respond to the Correspondence in accordance with any requirements under Applicable Data Protection Law.

4.5 Miscellaneous: In relation to the processing of personal data under this Addendum, to the extent there is any conflict or inconsistency between this Addendum and any other terms in other contracts between the Parties relating to this subject matter, the terms of this Addendum shall prevail.