BrandHub Software Service Contract Released on November 20, 2018 The English version of this Contract is for reference only and has no legal force. The original text of this Contract drawn up in Chinese shall prevail. Introduction You are welcome to use BrandHub software services To use BrandHub software services, you shall read and comply with this BrandHub Software Service Contract “this Contract“ hereinafter. Before accepting this Contract, please be sure to read all of its content carefully, especially the terms of exemption and limitation of liability, terms relating to Tmall s handling of breach of contract, and choice of court clauses. Terms of exemption and limitation of liability may be underlined in bold to draw your attention. If you have any questions regarding any terms in this Contract, please consult Tmall customer service for an interpretation of such terms. If you disagree with any of the content herein, or if you cannot accurately understand Tmall s interpretation of certain terms, please do not agree to this Contract or use the services hereunder. If you agree to this Contract or use the services hereunder, you are deemed to have accepted the terms and conditions described herein and agree to be bound by this Contract. Under such circumstances, you shall not claim nullity or require revocation of this Contract for reasons that you have not read the content hereof or you have not obtained Tmall s answers to your inquiries. 1. Contracting parties If you click to accept this Contract, the legal entity corresponding to your brand account “Party A“ hereinafter will be deemed to have agreed to be bound by this Contract and use BrandHub software services in compliance with this Contract. This Contract is entered into by Party A the legal entity agreeing to use BrandHub software services in accordance with this Contract, Zhejiang Tmall Technology Co., Ltd. “Party B“ hereinafter, and Zhejiang Tmall Network Co., Ltd. “Party C“ hereinafter. Party B and Party C can be collectively referred to as “Tmall“. 2. Content and validity of contract To guarantee consumers legitimate rights and interests and ensure that Tmall can provide Party A with an account system and user experience that are more secure, convenient, and systematic, you shall agree to accept the Taobao Platform Service Agreement, Legal Notices and Privacy Policy, and Alipay Service Agreement “Taobao agreements“ hereinafter as supplemental agreements of this Contract. When Tmall provides services for you, you shall also be bound by Taobao agreements. The content of this Contract includes the text hereof, Taobao agreements, and all kinds of rules that Tmall has released which can be checked at the BrandHub backend. In the future, Tmall will continue to enrich relevant service terms and rules based on this Contract, and ensure that such terms and rules are released and take effect in a manner prescribed by law. All rules released by Tmall shall be an integral part of this Contract with the same force of law. Any amendment to this Contract and the formulation or modification of rules, once they come into effect, shall be a supplement to the rights and obligations of parties hereto and become part of this Contract. If Party A disagrees with relevant changes, it shall immediately send a formally sealed written notice to Tmall. Tmall has the right to choose to terminate relevant changes or immediately terminate this Contract with Party A. After relevant changes take effect, Party A shall be deemed to have accepted the amended contract if Party A logs in to BrandHub and continues to use BrandHub software services. Unless otherwise expressly stated or any other contract is signed, any extended service scope or enhanced software functionality shall be subject to this Contract. After Party A clicks to accept this Contract, this Contract shall be legally binding between Party A and Tmall. If Party A signs this Contract to renew BrandHub software services that were subscribed to before this Contract takes effect, this Contract shall be an amendment and supplement to the original contract signed between contracting parties for the use of BrandHub software services. 3. Definitions BrandHub account refers to an exclusive number each number is unique obtained by Party A with the consent of Tmall for using BrandHub software services. It is also known as the “br user name.“ There are two types of BrandHub accounts brand account and service provider account. When using BrandHub software services, Party A must use a BrandHub account and its own password to log in to BrandHub https//brandhub.tmall.com/. Party A shall take care of its BrandHub account and password. Without the consent of Tmall, Party A shall not transfer its BrandHub account and password to others or authorize others to use its BrandHub account and password. Any operation, action, or commitment under Party A s BrandHub account shall be considered as Party A s behavior. Brand account refers to a type of BrandHub account. A brand account has all operation permissions of the BrandHub page that is applied for. Because a brand account has a higher level of permissions than a service provider account of the same BrandHub page, the former has the right to revoke operation permissions of the latter. Service provider account refers to a type of BrandHub account. A service provider account has a portion of operation permissions of the BrandHub page that is applied for. Specific permissions of a service provider account shall depend on the BrandHub access and authorization situations of the corresponding BrandHub page. Sub-account refers to a subordinate account opened by a brand account or a service provider account for a third party, with a single operation permission defined and granted by this higher-level brand account or service provider account. A brand account or a service provider account shall be responsible for the behavior of its sub-accounts. BrandHub software services refer to the Internet information release service and relevant software services provided by Tmall for Party A based on BrandHub. BrandHub page refers to a page created by Party A on the Taobao app, the Tmall app, and other websites and clients after Party A logs in to BrandHub with a brand account or a service provider account and uses BrandHub software services. On this page, Party A can use the software or functions provided by Tmall to synchronize or release brand information, deploy marketing activities, and interact with users. 4. Account opening and use 4.1 Account instructions After Party A fills in the information following instructions on the access application page, submits relevant materials, and obtains approval, Tmall sends a notice to Party A and allows Party A to activate a brand account or a service provider account. Party A shall read and agree to this Contract, and complete authentication by activating and binding an Alipay account if any or by other means specified by Tmall. Then, Party A can obtain a brand account or a service provider account based on submitted materials. This brand account or service provider account is also a Taobao account. Party A has the right to use its confirmed or activated BrandHub account and its own password to log in to BrandHub and use the BrandHub page within the scope of its permissions. Because this BrandHub account is associated with Party A s personal information and brand-related business information, it may have all kinds of BrandHub permissions including omni-channel, member operation, and marketing interaction permissions. Therefore, this BrandHub account shall be used only by the person in charge specified by Party A in the access application. Without the consent of Tmall, Party A has no right to directly or indirectly authorize a third party to use the BrandHub account or obtain information under the BrandHub account. If Tmall determines that the use of the BrandHub account may jeopardize Party A s account security and/or platform information security, Tmall can refuse to provide relevant services or can terminate this Contract. Because the BrandHub account is associated with brand-related business information, Party A can transfer its BrandHub account only if the transfer is expressly stipulated by law, is ruled by a judicial authority, or obtains the consent of Tmall, and the transfer is in line with the user account transfer process stipulated by relevant BrandHub rules. Once the BrandHub account is transferred, all rights and obligations under this account are also transferred. Under other circumstances, the BrandHub account shall not be transferred by any means. Otherwise, Tmall has the right to hold Party A liable for breach of contract, and all liability arising therefrom shall be borne by Party A. [Account permission transfer] Where the BrandHub account obtained by Party A is a service provider account, if a third party obtains a brand account of the same BrandHub page through an access application process, this third-party brand account will have more and higher-level permissions than Party A s service provider account. In this case, Party A s service provider account becomes a sub-account subordinate to the brand account. Party A s service provider account is managed by the brand account in a uniform manner, and relevant permissions will be revoked or granted by this brand account. If Party A s BrandHub account meets any expulsion conditions specified in the BrandHub Merchant Management Regulations, Tmall has the right to reclaim the BrandHub account. Then, Party A will no longer be able to log in to BrandHub with this BrandHub account, and relevant services will also be terminated. 4.2 Access application information submission and management Before the use of BrandHub software services, Party A or a third party entrusted by Party A shall accurately and completely provide the brand and subject information following instructions on the access application page, as well as relevant supporting documents. The said information includes the company name and trademark registration certificate of the brand, Party A s business license, the name of the person in charge and contact information including the email, contact number, and address, and brand authorization. Party A understands and agrees that it is obliged to maintain the authenticity and validity of the information provided. Tmall reviews the information and supporting documents provided by Party A only with a duty of care as non-professional and ordinary people. 4.3 Account security specifications Party A shall keep its own BrandHub account. Tmall will never ask Party A to provide the BrandHub account or password information at any time. Therefore, we recommend that Party A take care of the BrandHub account. If the BrandHub account suffers any losses and consequences caused by Party A s voluntary disclosure or others actions such as attacks and frauds, Tmall shall not be held liable. In this case, Party A shall claim compensation against the tortfeasor through judicial, administrative, and other remedy channels. Except for scenarios where Tmall is at fault, Party A shall be responsible for all behavior including but not limited to the online signing of various types of contracts, information release, purchase of products and services, and information disclosure under its BrandHub account including sub-accounts. If Party A finds any unauthorized login to BrandHub with its BrandHub account or other circumstances that may result in the theft or loss of the BrandHub account, we recommend that Party A notify Tmall immediately and authorize Tmall to synchronize the information to the Alipay and Alibaba platforms. Party A understands that Tmall needs to spend some reasonable time taking action on any request, and the action taken by Tmall at the request of Party A may not avoid or prevent the occurrence or expansion of adverse consequences. Except for scenarios where Tmall is at fault as prescribed by law, Tmall shall not be held liable. 5. Content and term of BrandHub software services 5.1 Tmall allows Party A to use the software or tools provided by Tmall and its affiliates to lay out the home page that is, release brand-related information, deploy marketing activities, and interact with users on the BrandHub page, bind stores, and operate members within the scope of its permissions. Before Party A enables and uses information release, store binding, and member operation functions, it needs to complete verification and sign an agreement as required by the actual provider of each function. Party A shall also abide by the agreement and rules of the actual provider of each function, otherwise the corresponding functions may become unavailable, and accordingly, BrandHub software services cannot be provided. 5.2 Tmall will provide software services to display the brand information, store information, and member information released by Party A in real time on Party A s BrandHub page. In this manner, Tmall users can visit Party A s BrandHub page through a store page, a product details page, and other pages to browse all kinds of marketing information of the brand or products, participate in various marketing activities organized by Party A, and enjoy member services provided by Party A for the brand and/or Tmall users. Functions that are implemented include but are not limited to 5.2.1 System interconnection. BrandHub can be interconnected with the content release backend, member system backend, store backend, frontend product details pages, store pages, and other pages or systems. In this case, Party A is able to release content at the BrandHub frontend through various backends, and display its BrandHub page information on pages in store, follow, and other scenarios. 5.2.2 Other functions of BrandHub software services that are enabled at times. 5.3 Tmall reserves the right to change and upgrade BrandHub software services as well as relevant functions and application software at any time. Tmall further reserves the right to develop new modules, functions, and software, or services in other languages in BrandHub software services. Unless otherwise specified by Tmall, this Contract still applies to the provision of all preceding modules, functions, and software services. Tmall may add or modify BrandHub software services at any time based on its judgment, or suspend BrandHub software services due to regular or irregular maintenance. In such scenarios, Party A will receive a corresponding and reasonable notice of change. Party A hereby agrees that during its use of BrandHub software services, Tmall shall not be liable to Party A or any third parties for any delays, inaccuracies, errors, or omissions in the transmission or communication and any damage arising therefrom. 5.4 Tmall provides only technical and software services related to
展开阅读全文
满分文档