Alipay+ Partner Workspace Agreement
Last updated on October 10, 2023
1. ACCEPTANCE OF TERMS
1.1 This Agreement sets out the terms and conditions of your access to member-only areas of the website (“Alipay+ Partner Workspace”) through which you may access the certain services, including services (“SSO Service”) which enable you to electronically access, operate and/or receive information relating to each account you may have with us which you designate for and which we allow for use to enable you to access, operate and/or receive information relating thereto (“Designated Account”) using the specific access credential issued or prescribed by us and with user rights/access determined by you to access, operate and use the Designated Accounts (“Access Credentials”), offered by Alipay Connect Private Limited (“Alipay+”, “us” or “we”) and its affiliates from time to time via the Alipay+ Partner Workspace (“Alipay+ Services”) and constitutes a legally binding agreement.
1.2 This Agreement is made between you and us for your use of the Alipay+ Partner Workspace, since the Alipay+ Partner Workspace is owned by Alipay+. By using the Alipay+ Services, you acknowledge that you have read and understood this Agreement. If you do not accept all of the terms and conditions, please do not continue with the registration process and/or continue to use the Alipay+ Services.
1.3 We may amend this Agreement and other policies at any time by posting an updated version on https://legal.alipayplus.com/alipayplus/legal/docs/agreement. The updated version of this Agreement and other policies we may post from time to time shall take effect immediately upon posting. Your continuous use of Alipay+ Services constitutes confirmation that you agree to be bound by this Agreement (as amended from time to time) and other policies we publish as may be amended from time to time.
2. REGISTRATION
2.1 If you have already signed up for an account on a website owned by any affiliate of Alipay+ (“Alipay Affiliate.”), you may use the same username and password to log into the Alipay+ Partner Workspace and create the account for the Alipay+ Services (“Alipay+ Account”). If you are not a member of an Alipay Affiliate, unless you have been separately provided with your username and password by an administrator of the Alipay+ Partner Workspace, you need to register with Alipay+ and create an Alipay+ Account. By choosing to register via your account on the website owned by an Alipay Affiliate, or by logging in to your account using the username and password provided by an administrator, you hereby acknowledge and authorize our collection and use of the account information (which may include personal information such as the real names, dates of birth, identification card or passport numbers, residential addresses, email addresses, phone numbers, etc. of company officers, representatives, shareholders and board directors, etc. (“Personal Information”)) that you provide to us or that you have previously provided to another Alipay Affiliate. You are responsible for providing accurate registration/login information and for keeping your registration/login information up to date in the event of changes. We may verify your registration/login information and such other information as deemed appropriate by us. You agree to provide all necessary information and render all reasonable assistance and cooperation that we may require in order to complete the verification. The information we collect will be used to determine if you are eligible to begin and/or continue to use the Alipay+ Services. We reserve the right to limit or suspend your access to Alipay+ Services in the event we are unable to obtain or verify your information.
3. ACCOUNT CONTROLS
3.1 You shall be solely responsible for: a) maintaining the confidentiality of your username and password; b) all transactions and activities that occur under your username and password; and c) any and all consequences of use or misuse of your username and password.
3.2 If you are a business entity and provided that we have enabled such function on the Alipay+ Partner Workspace, you may appoint your officers, employees, agents, representatives and other persons who are designated and duly authorized by you (“Authorised Users”) to operate, access and/or receive information relating to Designated Account(s) as maintained by you with us or Alipay+ Affiliates via SSO Service on the Alipay+ Partner Workspace and use the Alipay+ Services on your behalf pursuant to this Agreement.
3.3 Each such Authorised User shall be deemed to have accepted this Agreement and references to “you” and “your” shall (where the context admits) be read as including your Authorised Users. Your username and password is unique to your use of the Alipay+ Partner Workspace and you shall not share, assign or permit the use of your username and password, or otherwise grant access to your Alipay+ Account, except as permitted under this Agreement. You acknowledge that the use of your username and password by persons other than Authorized Users (“unauthorized persons”) may cause irreparable harm to us and/or any Alipay Affiliate and you shall indemnify us and/or any Alipay Affiliate against any loss or damages suffered by us and/or Alipay Affiliates as a result of such unauthorized use. If unauthorized persons access the Alipay+ Partner Workspace using your username and password, we will treat this as if you have authorized such use and you will be responsible for any and all transactions and fees incurred by, or any other consequences arising from, such use. You undertake to notify us immediately of any unauthorized use of or access to the Alipay+ Partner Workspace or any other breach of security.
3.3 If you have appointed Authorized Users, you represent and warrant that all Authorised Users have been duly authorised by you to access the Alipay+ Partner Workspace on your behalf and can legally bind you. You shall be responsible for all actions by current and former officers, employees, agents, representatives and others, regardless of whether authorized by you, that access the Alipay+ Partner Workspace using your (or an Authorised User’s) username and password.
4. YOUR RESPONSIBILITIES
4.1 You will use the Alipay+ Partner Workspace in good faith and in compliance with all applicable laws and regulations.
4.2 The information and material you provide in connection with the use of the Alipay+ Partner Workspace (including SSO Service) is complete, up-to-date, true, lawful and accurate, and is not false, misleading or deceptive. If any information or material is or becomes inaccurate, misleading or incomplete, and/or there is any change in authorisations relating to any Authorized Users, you shall promptly notify us in writing.
4.3 You shall not use the Alipay+ Partner Workspace to defraud us, any Alipay Affiliate or other members or users, or Service Providers, or engage in other unlawful activities (including without limitation dealing in products or services prohibited by law).
4.4 You shall not use the Alipay+ Partner Workspace for any illegal activities or in a manner that may result in complaints, disputes, claims, penalties or other liability to us, other users or third parties or may be regarded as an abuse of the Alipay+ Partner Workspace.
4.5 If we, in our sole discretion, believe that you may have engaged in the above restricted activities, we may suspend or restrict your access to the Alipay+ Partner Workspace, or terminate this Agreement and refuse to provide access to the Alipay+ Partner Workspace to you. We may also place a hold on your balance in your Alipay+ Account if reasonably needed to protect against the risk of liability, or take legal action against you.
5. PRIVACY
The Privacy Policy, which is available at https://legal.alipayplus.com/alipayplus/legal/docs/privacy, sets out some or all of the ways we may collect, use, disclose, and manage your Personal Information in relation to your use of the Alipay+ Partner Workspace and Alipay+ Services pursuant to this Agreement. You understand and acknowledge that, to the extent permitted by applicable law, any data you provide to us in connection with this Agreement may be shared with Alipay Affiliates in order to perform the obligations under this Agreement and for the purpose of providing you with Alipay+ Services and/or other related services.
6. ADDITIONAL TERMS FOR SSO SERVICE
6.1 Once you have activated the SSO Service, you authorize us to permit the Authorized Users to access, operate and/or receive information relating to each Designated Account using each Authorized User’s Access Credentials. For the avoidance of doubt, we shall have the right to approve, review and/reject any activation of the SSO Service in our sole discretion, and our decision shall be final and binding on you.
6.2 You agree and confirm that the extent to which any Authorized User may access, operate and/or receive information relating to each Designated Account, as well as the identity and authorizations in respect of any Authorized User, at any given time, shall be as set forth in the most recent instructions given (whether by email or any other electronic means) to us for or in connection with each Designated Account (“SSO Instruction”) and any access and/use of the SSO Service, subject to any modification as may be prescribed by us.
6.3 You undertake to us to ensure and procure that each Authorized User agrees and undertakes at all times that:
a) his/her use of the SSO Service shall be subject to and complies with this Agreement;
b) his/her use of the Access Credentials shall be subject to and complies with the prevailing terms governing the use of such Access Credentials on the Alipay+ Partner Workspace; and
c) the operation, access and/receipt of information relating to each Designated Account shall be subject to and complies with specific terms and conditions applicable to you.
6.4 You and each Authorized User agrees and acknowledges that:
a) any access and/or use of the SSO Service referable to the Authorized User’s Access Credentials or SSO Instructions, shall be deemed to be your access and/or use of the SSO Service and/or SSO Instructions validly issued by such Authorized User;
b) we are entitled to (but not obliged to) rely upon and act in accordance with any SSO Instruction given to us, without any further action on our part; and
c) we are entitled to treat any SSO Instruction received as fully authorized by, and binding and conclusive upon, you.
6.5 You further agree and acknowledge that:
a) you shall be bound by all SSO Instructions and transactions affected by any Authorized User in connection with each Designated Account in the same manner as if effected by you;
b) termination of any Authorized User’s Access Credential may result in one or more or all Authorized Users ceasing to have access to the Designated Account(s); and
c) we have no obligation to inform you of any changes in respect of any Authorized User’s account standing or status or their ability to access Alipay+ Partner Workspace or Alipay+ Services.
6.6 We or any Alipay+ Affiliate may at any time and in our sole discretion for any reason whatsoever and without liability whatsoever, upon notice to you, suspend, terminate, restrict or block access to and/or use of the SSO Service by you and/or any Authorized User.
6.7 You accept and agree that, in order to provide SSO Service, we or Alipay+ Affiliate may need to access information about you, the Designated Account(s), or send such information to, any Alipay+ Affiliate, any Authorized User, or service providers, including those that are located outside the jurisdictions where the Designated Account(s) is maintained.
6.8 You agree and consent to such disclosure and access (including cross-border disclosures and access) as described in Clause 6.7, and hereby further releases us from any obligation we might otherwise have to observe relevant laws. You authorize and consent to:
a) we and any Authorized User accessing information about you and the Designated Account(s), from inside and outside the country where the Designated Account(s) is maintained or serviced;
b) we or any Alipay+ Affiliate to disclose to each other and to such third parties as they deem necessary, such information regarding you and the Designated Account(s) as may be required from time to time to provide the SSO Service to you.
6.9 You and each Authorized User agree and acknowledge that the information available to it pursuant to the SSO Service can become subject to:
a) the laws in force in each country (i) where it is held, received or stored by us, you or any Authorized User; (ii) from where it is accessed by us, you or any Authorized User; and/or (iii) through which it passes; and
b) disclosure pursuant to the laws of those countries and accept the consequences that may result from such disclosure.
6.10 As the Designated Account(s) may include information about more than various individuals and about your business relations with us, you agree that statements released to comply with any legal process may contain information regarding your relationship with these individuals and with us or Alipay+ Affiliate.
7. INTELLECTUAL PROPERTY
The trademarks, logos, trade names and service marks, whether registered or unregistered (collectively the "Trademarks") displayed on the Alipay+ Partner Workspace are Trademarks of Alipay+ or its associated parties. Nothing contained on this Alipay+ Partner Workspace should be construed as granting by implication or otherwise, any license or right to use any of the Trademarks without the written permission of Alipay+ or such associated party or third party that may own the Trademark. All content available on the Alipay+ Partner Workspace, including but not limited to text, graphics, photographs, sounds, music, videos, user manuals, information, applications, source codes, and the layout of the Alipay+ Partner Workspace (“the Content”), is protected by applicable intellectual property laws. The Content or the underlying intellectual property rights are owned by Alipay+ or its associated parties, or are used by Alipay+ under a license or with permission. You may not use, copy, publish, distribute, license, reverse engineer, edit or modify the Content, unless such rights are expressly granted to you by agreement. Alipay+ reserves the right to take actions and seek the appropriate remedy against you for any unauthorized use of materials subject of intellectual property protection.
8. LIMITATION OF SERVICE
Notwithstanding any limitations described elsewhere in this Agreement, we may establish general practices and limits concerning use of the Alipay+ Partner Workspace and Alipay+ Services. We reserve the right to change, suspend or discontinue any aspect of the Alipay+ Partner Workspace and Alipay+ Services at any time, including hours of operation or availability of the Alipay+ Partner Workspace or any Alipay+ Partner Workspace feature, without notice and without liability. We also reserve the right to impose limits on certain Alipay+ Partner Workspace features or restrict access to some or all of the Alipay+ Partner Workspace features and Alipay+ Services without notice and without liability or to terminate or suspend your use of the Alipay+ Partner Workspace and Alipay+ Services without notice and without liability.
9. INDEMNIFICATION
9.1 You agree to indemnify Alipay+ and Alipay Affiliates and their respective employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from without limitation:
a) any access and/or use of the Alipay+ Partner Workspace and/or Alipay+ Services by you and/or any Authorized User;
b) use (whether authorized or not) of any Access Credentials by any person, including any Authorized User;
c) any SSO Instruction; and/or
d) breach of this Agreement by you and/or any Authorized User (including breach of any obligation by you to procure the agreement and compliance of any Authorized User to this Agreement).
9.2 Alipay+ reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alipay+ in asserting any available defences.
10. SUSPENSION OR BREAKDOWN OF SYSTEMS
If you are unable to use the Alipay+ Partner Workspace and/or Alipay+ Services as a result of improper operation of the systems due to any of the following reasons, you agree you will not hold Alipay+ and Alipay Affiliates liable for:
a) System suspension which has been announced by Alipay+ in advance; or
b) Failure in data transmission and system operations due to Force Majeure Event. For the avoidance of doubt, “Force Majeure Event” means an event that is not foreseeable, the consequence of which cannot reasonably be prevented or avoided and beyond the reasonable control of Alipay+ other than due to its fault or negligence, which includes, without limitation to, acts of god, fire, computer virus, defect in design of instrumental software, attack by hacker, change in laws or policies, major outages of a telecommunication carrier’s network connections, interface incidents of partner banks and financial institutions, gateway incidents of mobile carriers, unexpected incidents resulting from changes in users’ systems, unexpectedly large increases in traffic volume, and governmental authority intervention that results in the seizure or confiscation of platform or systems, in each case to the extent used in or necessary for the availability of the Alipay+ Partner Workspace and/or Alipay+ Services and only to the extent such event(s) are beyond the reasonable control of the affected Party and only for as long as such event(s) persist.
11. DISCLAIMER AND LIMITATION OF LIABILITY
11.1 You agree that all risks arising from your use of the Alipay+ Partner Workspace and Alipay+ Services will be borne by you.
11.2 Alipay+ makes no warranty regarding the Alipay+ Partner Workspace or Alipay+ Services under this Agreement, including but not limited to: a) the Alipay+ Partner Workspace features or Alipay+ Services will meet your requirements; b) the Alipay+ Partner Workspace availability will be uninterrupted, timely or error free; or c) any products, information or material obtained by you in connection with the Alipay+ Partner Workspace or Alipay+ Services will meet your requirements.
11.3 Except as expressly provided in this agreement and to the fullest extent permitted by law, the Alipay+ Partner Workspace or Alipay+ Services is provided "as is", "as available" and “with all faults”. All such warranties, representations, conditions, undertakings and terms, whether express or implied, are hereby excluded.
11.4 To the fullest extent permitted by law, Alipay+ and Alipay Affiliates shall not be liable for any indirect, consequential, incidental, special or punitive damages, including without limitation damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests, whether in contract, negligence, tort or otherwise, arising from:
a) your use of or inability to use the Alipay+ Partner Workspace or Alipay+ Services;
b) any malfunctions, errors, defects or other non-functionality of the Alipay+ Partner Workspace or Alipay+ Services;
c) any unauthorised access and/or use of the Alipay+ Partner Workspace or Alipay+ Services;
d) any reliance on or any action taken by us resulting from us acting upon any SSO Instruction; and/or
e) any other matter relating to the SSO Service, including without limitation the discontinuation or the SSO Service (or any part thereof).
11.5 Notwithstanding anything in this Agreement to the contrary, Alipay+’s cumulative liability, including for claims, expenses, damages or indemnity obligations under or in connection with its obligations under this Agreement and with respect to Alipay+ Services and your use of Alipay+ Partner Workspace or Alipay+ Services, will not exceed the lesser of (a) USD$500,000 or (b) the total fees payable by you to Alipay+ for Alipay+ Services and for access to Alipay+ Partner Workspace or Alipay+ Services provided in the calendar months (up to six (6) complete calendar months) preceding the date of the event giving rise to the claim upon which liability is based.
12. ANTI-MONEY LAUNDERING AND ANTI TERROR FINANCING POLICY
12.1 You are required to keep your accounts and contact information current at all times. Any account found to contain incorrect and/or outdated information will be suspended.
12.2 It is the policy of Alipay+ to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing of terrorist or criminal activities. Alipay+ is committed to anti money laundering compliance in accordance with applicable law and requires its directors, officers and employees to adhere to these standards in preventing the use of its products and services for money laundering purposes.
13. CHANGE OF LAW
If Alipay+ or Alipay Affiliates reasonably conclude that any change in any applicable law, including but not limited to any applicable government authority’s ruling, notice, policy or guidance (“Change in Law”) requires, or will require, Alipay+ or Alipay Affiliates to incur material incremental costs to comply with the change, or will prohibit Alipay+ or Alipay Affiliates from performing material obligations under this Agreement, then Alipay+ will modify any provision of this Agreement as may be necessary to enable Alipay+ or Alipay Affiliates to comply with the Change in Law, as applicable. Notwithstanding anything contrary in this Agreement, in the event that any Change in Law requires Alipay+ to terminate this Agreement immediately, Alipay+ has the right to terminate the Agreement immediately by written notice to you.
14. JURISDICTION AND CHOICE OF LAW
This Agreement shall be governed by with the laws of the Singapore without regard to conflict of law principles. You irrevocably consent any dispute or claim arises from or in connection with this Agreement or your use of the Alipay+ Partner Workspace or Alipay+ Services, the relevant parties shall resolve such dispute through amicable negotiations. If such dispute is still not resolved, such dispute between you and Alipay+ shall be finally resolved by arbitration with the Singapore International Arbitration Centre (“SIAC”). If any dispute is submitted to the SIAC for arbitration, the arbitration shall be conducted in accordance with the rules of the SIAC in force at the time of applying for arbitration as amended by this Clause 14. The arbitration panel shall consist of one single arbitrator. Unless the parties agree otherwise, the arbitration shall be conducted in English and in Singapore. The arbitration award rendered by the SIAC shall be final and binding on all the relevant parties.
15. GENERAL PROVISIONS
15.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall be enforced.
15.2 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
15.3 No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
15.4 Any failure by Alipay+ to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
15.5 Alipay+ shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any Alipay Affiliate and to any successor in interest. Alipay+ may delegate certain of its rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign or delegate, in whole or part, this Agreement to any person or entity.
15.6 If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.
To view the latest updates to the documentation, visit Release notes.