AliSource Volume Buyers Service Terms and Conditions (the “Terms”)

By applying for and using the AliSourcePro Volume Buyers Service of Alibaba.com (the “Services”), you agree that you have read, understood, and agreed to be bound by the following terms and conditions:

a. You agree and accept that, in addition to these Terms, your application and use of the Services is bound by any and all of the rules, polices, privacy policy and terms of use of Alibaba.com’s international website (URL: http://www.alibaba.com, the “Alibaba.com Website”).

a. Upon your successful subscription to the Services, Alibaba.com agrees to provide the following services to you:

i. one-on-one service for your company’s sourcing activities conducted via the Service;

ii. priority status in the delivery of supplier recommendations; and

iii. a company profile on a designated section on the Alibaba.com Website.

a. Your eligibility to use the Services is conditioned upon your fulfillment of all of the following conditions:

i. You have passed the background and business verification procedures carried out by Alibaba.com, its affiliates, or its designated third party service provider;

ii. Your company undertakes to achieve a total transaction amount of no less than USD1,000,000 on the Alibaba.com Website within 1 year from the date of your acceptance of these Terms; and

iii. You have one or more Requests for Quotation (RFQ) posted on the Alibaba.com Website (initiated by submitting a “Buying Request”) and undertake to provide feedback to Alibaba.com on your sourcing progress and results.

a. Alibaba.com shall have the right to i) reject any application for the Services or ii) cease to provide the Service to you if you fail to satisfy any of the conditions set forth in Clause 3;

b. Alibaba.com shall have the sole right and discretion to make any and all decisions relating to all matters relating to your company profile on the Alibaba.com Website, including but not limited to making any changes to its contents;

c. Alibaba.com shall have the non-exclusive and royalty-free rights to use your company name, company profile, trade mark, trade name, device, design and/or logo in relation to the promotion and marketing of the Alibaba.com Website and the Services;

d. You shall keep confidential on all information related to the suppliers of the Alibaba.com Website that you obtained from Alibaba.com pursuant to the Services. Unless agreed to in writing by Alibaba.com or the relevant supplier(s), you shall not transfer any and all such information to any third party.

e. You acknowledge and agree that Alibaba.com shall have the right to cease to provide the Services to you if you fail to achieve the total transaction amount pursuant to Clause 3a(ii) of these Terms.

a. Alibaba.com reserves the right to amend these Terms any time by posting the amended and restated version of on the Alibaba.com Website. The amended and restated Terms shall be effective immediately upon posting. After posting by Alibaba.com of the amended and restated Terms, your continued use of the Services shall be deemed as your acceptance of the amended and restated Terms.

b. Alibaba.com reserves the right to temporarily or permanently change, upgrade, modify, limit, suspend, or cease the provision of the Services or any of its related functionalities or applications any time in its sole discretion.

a. You agree and undertake that you will:

i. not submit any untrue, falsified, incorrect, incomplete, misleading, fraudulent, or unlawful information to Alibaba.com pursuant to your application or use of the Services;

ii. not copy, reproduce, exploit or expropriate Alibaba.com's various proprietary directories, databases and listings;

iii. not use or distribute any computer viruses or other destructive devices and codes that may harm, interfere with, intercept or expropriate any software or hardware system, data or personal information;

iv. not gain or attempt to gain authorized access to the computer systems or networks used by Alibaba.com and/or any user of the Designated Websites or engage in any other activities that may harm the integrity of such computer systems or networks;

v. not carry on activities on Alibaba.com Website that are not in compliance with any laws and regulations;

vi. not submit or provide any information to Alibaba.com that directly or indirectly infringe the intellectual property rights of any third party;

vii. not take any action which may undermine the integrity of Alibaba.com's feedback system, such as leaving positive feedback for himself using secondary member IDs or through third parties or by leaving unsubstantiated negative feedback for another member.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS
You represent, warrant and covenant (as applicable) to Alibaba.com that each of the statement contained in this Clause 7 is true, accurate, complete and not misleading in all respects and will continue to be so until your cessation of use of the Services:

a. You have fulfilled all of the conditions set forth in Clause 3;

b. Any and all information you provided to Alibaba.com pursuant to your application for and use of the Services is true, accurate, complete, lawful and valid;

c. You have and will continue to, at all times during your use of the Services, abide by the Terms and all relevant rules published on the Alibaba.com Website;

d. You will not infringe the legitimate rights of any third parties, including but not limited to the intellectual property rights, property ownership right and any third parties pursuant to your use of the Services; and

e. Your use of the Services complies or will comply with any and all applicable laws and regulations in any applicable jurisdiction.

a. You agree to indemnify Alibaba.com and its affiliates and their employees, 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 your breach of any of the terms of these Terms pursuant to your use of the Services. Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Alibaba.com in asserting any available defenses.

a. TO THE FULLEST EXTENT PERMITTED BY LAW, ALIBABA.COM SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT OR OTHERWSIE, ARISING FROM THE USE OR INABILITY TO YOUR USE OF THE SERVICES.

a. Alibaba.com reserves the right to reject your application for the Services in its sole discretion.

b. Alibaba.com shall have the right to refuse to provide the Services to you any time at its sole discretion.

c. These Terms are governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region (“Hong Kong”) without regard to any of its conflict of law provisions. You and Alibaba.com hereby agree to submit to the exclusive jurisdiction of the courts of Hong Kong for any disputes that arise out of your use of the Services.