Effective as of the 12th,May,2019
Please ensure that you have read and understood the FAQs and the rules of the service.
This AliExpress Affiliate Program Service Agreement (this “Agreement”) is entered into between you as registered seller on the AliExpress platform (including but not limited the web and mobile-optimised versions of the website identified by the uniform resource locator “www.aliexpress.com”, and the mobile applications of the AliExpress e-commerce platform, collectively, the “AliExpress Platform”) receiving the services relating to AliExpress Affiliate Program under this Agreement (the “Seller”), on the one hand, and Alibaba.com Singapore E-Commerce Private Limited, a company established in Singapore (“AliExpress”) who provides the services relating to AliExpress Affiliate Program under this Agreement, on the other hand, collectively referred to as “Parties” and separately as the “Party”.
Prior to participation in the AliExpress Affiliate Program, the Seller shall fully read the contents of this Agreement carefully, especially those in bold. If the Seller has any questions about this Agreement, it shall consult with AliExpress. If the Seller refuses to accept any term or provision hereof, it shall not continue using any Affiliate Services (as defined below). This Agreement shall become legally binding for the Seller once the Seller accedes to this Agreement by clicking the "agree" button or actually uses the Affiliate Services.
Article 1 Contents and Effect of this Agreement
1.1 This Agreement consists of the main body hereof as well as all rules, regulations, notices and announcements published or to be published in the future by AliExpress in relation to the Affiliate Services (collectively, the “Rules”). Such Rules are an integral part of this Agreement and shall have the same legal effect as the main body hereof.
1.2 AliExpress has the right to change or amend this Agreement and/or the Rules in light of its needs from time to time and notify the Seller about this by means of a public announcement on AliExpress’s websites (including the AliExpress Platform and/or other websites operated by AliExpress or its affiliates). Upon public announcement on any of AliExpress’s websites, the amended Agreement and/or Rules shall automatically take effect. If the Seller disagrees with any relevant amendment, it shall immediately stop using the Affiliate Services, and its continued use of the Affiliate Services or participation in any activities in connection with the Affiliate Services shall be deemed as the Seller’s acceptance of the amended Agreement and/or Rules.
1.3 For the purpose of this Agreement, the Seller agrees that AliExpress may delegate part of the services to its affiliates.
1.4 This Agreement and the other Rules shall apply to the Seller in case the Seller is not from mainland China, Macau nor the Russian Federation. Otherwise, please refer to the relevant agreement applicable for mainland China, Macau or the Russian Federation available at https//seller.aliexpress.com.
Article 2 Definitions
2.1 “Affiliate Dashboard” means technical services and system available for Sellers at https://afseller.aliexpress.com/stat/dashboard.htm or other address that may be designated by AliExpress from time to time.
2.2 “Affiliate Portals” means technical services and system available for Publishers at https://portals.aliexpress.com, or other address that may be designated by AliExpress from time to time.
2.3 “Affiliate Services” means all services Sellers receive under AliExpress Affiliate Program, including the technical services embedded in Affiliate Systems as well as promotion services rendered by Publishers.
2.4 “Affiliate Systems” means Affiliate Dashboard and Affiliate Portals.
2.5 “AliExpress Affiliate Program” or “Affiliate Program” means the promotion program offered by AliExpress through Affiliate Systems, including all Affiliate Services, major pricing model of which or one of pricing models of which is Cost per Sale, or “CPS”, namely charging a certain Commission rate based on Successful Sales.
2.6 “Commission” means the fees charged by AliExpress for the promotion services of the Publishers.
2.7 “Publishers” means publishers of promotional information of Promoted Products of the Seller registered on the Affiliate Portals.
2.8 “Promoted Products” means the products published by the Seller on the AliExpress Platform which are chosen by the Seller to be promoted through the Affiliate Services.
2.9 “Successful Sale” means a completed sale of the Promoted Product(s) committed through the Affiliate Services. A sale is deemed completed if the respective Promoted Product(s) have been delivered and the buyer has confirmed the delivery or is deemed to have confirmed the delivery in system (or other circumstances exist that are regarded by AliExpress as a successful sale). For the avoidance of doubt, transactions that are fully refunded by a buyer shall not be deemed as a Successful Sale.
2.10 “Successful Sales Amount” means the difference of price of a Successful Sale and any fees deductable by AliExpress in favor of any other third party, including, without limitation, logistics or shipment cost, partial refunds per agreement of buyer and Seller.
Article 3 Application and Withdrawal
3.1 User qualification: The Seller warrants that it has the corresponding legal capacity as specified in the laws of his / her / its jurisdiction of incorporation / citizenship / residence.If the Seller does not have the aforementioned corresponding legal capacity, he / she/ it and his / her / its guardians shall bear all consequences arising therefrom in accordance with laws and regulations.
3.2 Admission: In order to activate the Affiliate Services, you must become a Seller on AliExpress, and you, your store(s) and products must comply with the rules of the AliExpress Platform as well as other relevant conditions as otherwise published on AliExpress’s websites. If you cease to be a Seller on AliExpress for any reason whatsoever, this Agreement shall terminate automatically.
3.3 The Seller shall provide information on itself as required by AliExpress and shall, during its use of the Affiliate Services, notify AliExpress of any change in such information in a timely manner.
3.4 AliExpress shall be entitled to review and verify the information provided by the Seller to determine whether it shall approve the application of the Seller for use of the Affiliate Services. If any change in the Seller’s information makes the Seller no longer conform to the conditions for use of the Affiliate Services at any time, AliExpress shall be entitled to immediately terminate or suspend the Seller's use of the Affiliate Services.
3.5 The Seller may apply for withdrawal from the AliExpress Affiliate Program by providing one day prior instruction through the Affiliate Systems.
Article 4 Services
4.1 Under the AliExpress Affiliate Program, a Seller selects the Promoted Products and sets the Commission rate on the Affiliate Dashboard and the Publishers may select the Promoted Products on the Affiliate Portals for their further promotion.
4.2 The fees paid by AliExpress to the Publishers for promotion services shall be equal to the Commission set by Seller, however AliExpress, in its sole discretion, may subsidize the Seller for the Affiliate Services, in way of, including without limitation, providing additional rates topping on Commission set by the Seller. AliExpress may, in its sole and absolute discretion and at any time, cancel, suspend, or terminate the subsidy, in part or in whole, without notice to Seller.
4.3 AliExpress is entitled to set minimum Commission rates based on category of the Promoted Products and other factors, in which case Seller shall set a rate higher than such minimum Commission rate.
4.4 AliExpress provides technical services and other relevant management services for Publishers to promote the Promoted Products as specified in Article 4.1 above, including, without limitation, coordinating with the Affiliate Systems to generate necessary promotional codes, tracking the Successful Sales.
4.5 The Seller understands and agrees that promotion of the Promoted Products is being done by the Publishers solely and not by AliExpress. The Publishers bear sole liability for the contents of respective promotion of the Promoted Products and its compliance with applicable law.
4.6 AliExpress does not give any undertaking and disclaims, to the maximum extent allowed under applicable laws, any liability for actual selection, placement of any of the Promoted Products by the Publishers and the result of the sales of the Promoted Products.
4.7 AliExpress shall have the right to reject participation of any of the Promoted Products in the AliExpress Affiliate Program in part or in whole without any prior notice, in which case AliExpress shall be not liable to the Seller.
4.8 If the Seller stops its use of the Affiliate Services for any reason, the Seller shall still pay all Commissions and other fees occurred and bear relevant liability for the Affiliate Services already provided and the Successful Sales within 30 calendar days upon the termination of its use of the Affiliate Services.
4.9 Whether an online transaction shall be regarded as a Successful Sale shall be determined in accordance with AliExpress’s records.
Article 5 Fees and Payment
5.1 AliExpress charges Commission calculated by applying the rate set by the Seller in accordance with Article 4 above to the Successful Sales Amount. Commission payable to AliExpress will be deducted from the balance of Seller.
5.2 Commissions charged by AliExpress are exclusive of any taxes, duties or other governmental levies or any financial charges, where applicable. The Seller agrees to pay and be responsible for any taxes, duties, levies or charges for the use of the Affiliate Services in addition to the Commissions. In the event AliExpress is required by any applicable law to collect or withhold any taxes or duties, the Seller agrees to pay such taxes or duties to AliExpress. The Seller will also be liable for any financial charges for remittance of funds, where applicable. AliExpress shall have the right to deduct any taxes, duties, other governmental levies or financial charges incurred as a result of providing the Affiliate Services, for which purposes the Seller authorizes AliExpress or its affiliates to deduct the outstanding amount for such concepts from other transaction amounts of the Seller or any form of deposits already paid by the Seller (or, where applicable, other amounts owed by AliExpress to the Seller).
5.3 The Seller acknowledges that the data on Successful Sales Amounts and Commissions shall be based on the records of AliExpress and the AliExpress Affiliate Program.
5.4 The Seller agrees that if there is any replacement or partial refund of the Promoted Products, after transaction is concluded successfully, relevant Commissions will not be refunded.
5.5 If the Commissions are not fully paid for any reason, the Seller authorizes AliExpress or its affiliates to deduct the outstanding amount from other transaction amounts of the Seller or any form of deposits already paid by the Seller (or, where applicable, other amounts owed by AliExpress to the Seller), and AliExpress shall be entitled to terminate or suspend the provision of the Affiliate Services.
5.6 Except for the Commission, AliExpress will collect no service fees from the Seller in respect of other services provided hereunder, provided that AliExpress reserves the right to charge fees for such services. If the Seller disagrees with such charges or the terms of such charges, then AliExpress shall be entitled to terminate or suspend the Seller’s use of the Affiliate Services.
Article 6 Representations, Warranties and Undertakings of the Seller
6.1 The Seller warrants that it has full legal rights in respect of the Promoted Products, including for distribution and/or promotion purposes. If such Promoted Products or relevant information are suspected of infringing third party rights or violating laws and regulations of any country (or region), AliExpress shall be entitled to remove such Promoted Products or delete such information and the consequences arising therefrom shall be assumed and borne by the Seller.
6.2 The Seller undertakes that it will make full and timely payment of the Commissions and other relevant fees hereunder.
6.3 The Seller warrants that all materials and information provided by it to AliExpress are true, accurate and complete, without any violation of laws and regulations or suspected infringement of third party rights, which includes, without limitation, that Promoted Products are listed in the right category according to AliExpress Platform rules.
6.4 The Seller undertakes to act in good faith during its ordinary operation and strictly comply with all the agreements concluded with AliExpress as well as all the rules published (or as updated) on AliExpress’s websites from time to time, including without limitation the AliExpress Platform rules and the Rules.
6.5 The Seller expressly understands and agrees that if AliExpress or any of its affiliates suffer any loss or claim from any third party or penalty by any administrative authority due to violation of relevant laws or breach of any provision hereof, the Seller agrees to indemnify and to make full compensation to AliExpress, including without limitation reasonable attorney's fees.
Article 7 Valid Notice
7.1. Notices to be sent by AliExpress to the Seller may be sent through email, announcement on the public zone of web page, alert in personal network area, SMS or regular mail, and such notices shall be deemed as having been duly delivered to the Seller or become effective on the date when it is sent.
7.2. The Seller agrees that any notice sent to AliExpress shall be sent to the email address, mailing address or fax number duly published by AliExpress or notified to the Seller through the means set forth in Article 7.1 hereof, or be delivered through other methods recognized by AliExpress.
Article 8 Limited Liability
8.1 The services provided by AliExpress hereunder will be provided on an “as is” and “as available” basis. AliExpress hereby expressly disclaims any warranty, explicit or implicit, in respect of the services, including but not limited to warranties, representations or undertakings with respect to the suitability, no error or omission, continuity, accuracy, reliability, and fitness for a particular purpose of the services.
8.2 AliExpress disclaims any undertaking or warranty in respect of the effectiveness, accuracy, correctness, reliability, quality, stability, completeness and timeliness of the technologies and information involved in the services.
8.3 Under no circumstances shall AliExpress be liable for any failure of or delay in providing the services caused by Internet connection failure, breakdown of network, computer, communication or other systems, power failure, strike, labor dispute, rebellion, insurrection, riot, lack of productivity or production materials, fire, flood, storm, explosion, force majeure, war, government act, order from international or domestic court, or omission of a third party.
8.4 AliExpress shall not be liable for any special, direct, indirect, punitive, incidental, or consequential damages or any other damages (including without limitation loss of profits or interest, business suspension, loss of data) caused by the following reasons, whether or not foreseeable, and regardless of the form of acts by which such damages are caused；
8.4.1 use of or inability to use the services;
8.4.2 fees incurred by purchasing or obtaining any product, sample, data or information, or by conducting transaction through the services, or by other alternative acts;
8.4.3 unauthorized access, modification or transmission of data;
8.4.4 representation given or act conducted by a third party through the services;
8.4.5 other matters relating to the services, including negligence.
Article 9 Dispute Resolution and Miscellaneous
9.1 The validity, interpretation, modification, performance of this Agreement and the settlement of disputes hereunder shall be governed by the laws of Hong Kong.
9.2 Any dispute arising from execution, performance or interpretation hereof between AliExpress and the Seller shall be resolved by the Parties through friendly negotiations. If such negotiations fail and the Parties are unable to resolve the matter within thirty (30) days, both the Seller and AliExpress agree to submit the dispute to the exclusive jurisdiction of the courts of Hong Kong.
9.3 If any provision hereof is deemed invalid or unenforceable, such provision shall be severed and the remaining provisions hereof shall remain legally effective.
9.4 AliExpress’s waiver of its rights hereunder in case of any negligence or breach hereof by the Seller shall not be construed as its waiver in respect of any other or subsequent similar negligence or breach by the Seller.
9.5 This Agreement shall supersede all prior oral and written agreements, arrangements, understandings and communications reached by the Parties in relation to any matters hereof.
9.6 AliExpress has the right to transfer all of its rights and obligations hereunder to any of its affiliates in light of its business needs and may notify the Seller of such transfer by means specified herein, against which the Seller undertakes to raise no objection.
