Alibaba Gold Supplier International Edition Agreement

ALIBABA.COM GOLD SUPPLIER™ INTERNATIONAL EDITION SERVICE AGREEMENT

PLEASE READ THIS AGREEMENT CAREFULLY

1. Acceptance of Terms

1.1 WELCOME TO ALIBABA.COM'S GOLD SUPPLIERTM SERVICE. This Alibaba.com Gold SupplierTM International Edition Service Agreement (this "Agreement") is between Alibaba.com Singapore E-Commerce Private Limited (incorporated in Singapore with Company Reg. No. 200720572D) ("Alibaba.com") and any business entity (hereinafter referred to as “you” or “Member”) which applies to subscribe for or order the Gold SupplierTM International Edition Service (“Gold SupplierTM Service”) and any related Value Added Services (collectively, the “Services”) offered by Alibaba.com through the web site identified by the uniform resource locator www.alibaba.com (the "Site"). BY SUBMITTING YOUR APPLICATION OR SERVICE ORDER FOR ANY SERVICES WHETHER ONLINE VIA THE SITE OR OFFLINE OR VIA OUR AUTHORIZED SALES AGENT, YOU INDICATE YOUR AGREEMENT TO BE BOUND BY THIS AGREEMENT.

1.2This Agreement governs all applications or service orders for the Services (each referred to as a “Service Order”). In case of any conflict between the terms of this Agreement and those of a Service Order, the terms of the Service Order shall prevail.

1.3 If a Service Order includes the Gold SupplierTM Service, this Agreement will take effect on the later of the day when (i) you have paid the total service fees in full under the Service Order, and (ii) you have successfully completed the A&V (as defined below).

1.4If a Service Order includes Value Added Services only and does not include the Gold SupplierTM Service, you must concurrently be an existing Gold SupplierTM member. This Agreement will take effect on the day when you have paid the total service fees in full within the prescribed period set forth in the Service Order.

1.5Alibaba.com may amend this Agreement at any time by posting the amended and restated Agreement on the Site. The amended and restated Agreement shall be effective immediately upon posting. This Agreement was last amended on July 1, 2009. After posting by Alibaba.com of the amended and restated Agreement, your continued use of the Services shall be deemed to be acceptance of the amended terms. This Agreement may not otherwise be modified except in writing by an authorized officer of Alibaba.com.

1.6The Services are provided subject to the Site’s Terms of Use Agreement, Privacy Policy, Product Listing Policy and all other rules and policies of the Site, each published on the Site and as may be revised from time to time (collectively, the “Website Terms”). You hereby agree to comply with such Website Terms at all time.

2. Authentication and Verification

2.1 Registration for the Gold SupplierTM Service is subject to verification and authentication procedures to verify the registration information and such other information about you as deemed appropriate by Alibaba.com (the “A&V”). "Authentication" refers to confirmation by the A&V Agency of your business registration. "Verification" refers to confirmation by the A&V Agency that the contact person indicated in the Service Order is your authorized representative to represent you on the Site. You authorize Alibaba.com and its authorized third party security service provider (at Alibaba.com’s sole choice) (the “A&V Agency”) to conduct the A&V about you. You agree to provide all necessary information and render all reasonable assistance and cooperation that either Alibaba.com or the A&V Agency may require in order to complete the A&V.

2.2If you fail the A&V for the first time, upon your request and at your cost, Alibaba.com may conduct the A&V for the second or more times at the additional charge of US$40 per A&V. However, in no event shall Alibaba.com be obliged to conduct any A&V after three (3) calendar months from the date of your Service Order. If you fail to successfully complete the A&V within the above 3 months period, your Service Order for the Services will be deemed to be cancelled.

2.3If you fail the A&V and then cancel the Service Order or if you are deemed to cancel a Service Order within the above-mentioned 3 months period, Alibaba.com will refund the service fees in accordance with our established practices, provided, however that Alibaba.com shall have the right to deduct US$200 as an administrative charge. You shall provide to us correct bank account details and other information necessary for Alibaba.com to process and make the refund. In case you fail to provide the required information within three (3) months, you will be deemed to have waived any claim in respect of such refund money, and Alibaba.com shall be entitled to forfeit absolutely the entire service fees paid by you without any liability to you.

2.4 Any changes to the information that has been verified under the A&V shall be subject to new A&V at Member's own expense. If Member fails to make payment and the changed information is not verified, Alibaba.com may, in its sole discretion, suspend or revoke all Services with respect to such Member.

2.5Upon each renewal of the Gold SupplierTM Service, the A&V shall be carried out by Alibaba.com in accordance with this clause 2.

2.6You agree not to hold Alibaba.com and our affiliates liable for any errors or omissions made (whether or not negligent, intentional or otherwise) by an A&V Agency.

3. Services

3.1 The Gold SupplierTM Service has the following core features (which may be modified or suspended for scheduled or unscheduled maintenance purposes, from time to time at the sole discretion of Alibaba.com upon notification):

(a)Company Profile - allows Member to display and edit basic information about its business, such as year and place of establishment, estimated annual sales, number of employees, products and services offered, etc.;

(b)Product Showroom - allows Member to display and edit descriptions, specifications and images of its products;

(c)Trade Lead Posting - allows Member to post on the Site for public display offers to buy or sell Member’s products and services;

(d)TrustPassTM Profile - display Member's information verified by the A&V Agency under the A&V.

3.2The Value Added Services are offered only to Members whose service period for the Gold SupplierTM Service is still valid and has not expired.

3.3 Alibaba.com reserves the right to change, upgrade, modify, limit or suspend the Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Alibaba.com further reserves the right to introduce new features, functionalities or applications to the Services or to future versions of the Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise stated by Alibaba.com.

3.4 The Services are offered only to business or corporate entities (e.g. corporations, limited liability companies, partnership, sole proprietors, etc.) that are capable of having a business name and business address that may be verified by the A&V Agency.

3.5 The Services shall not be available to a business entity (i) incorporated or organized under the laws of the People's Republic of China (excluding the Hong Kong and Macau Special Administrative Regions and Taiwan) (“Mainland China”) or (ii) whose contact details (e.g., telephone or facsimile number or business address) posted on the Site are within the Mainland China. Alibaba.com may suspend or terminate the Services to such entity without notice.

3.6 Member shall keep confidentiality and proper custody of its Member ID and Password of the account assigned to Member in connection with its use of the Services (the “Account”). A set of Member ID and Password is unique to a single Account. Member agrees that any use of its Account will be deemed by Alibaba.com as having been fully authorized by such Member. Member shall not share with, assign to or permit a third party to use its Account, Member ID or Password (collectively, "multiple use"). Member acknowledges that multiple use of its Account with any third party may cause irreparable harm to Alibaba.com or other users of the Site, and agrees to indemnify Alibaba.com and its affiliates against any loss or damages suffered by Alibaba.com and its affiliates as a result of multiple use of its Account.

3.7Alibaba.com shall have the right, but shall not be obliged, to monitor or examine any information and materials including any website link that Member publishes or submits to Alibaba.com for publishing on the Site (the “Member Materials”). If any Member Materials (including material accessible through a link in the Member Materials), in Alibaba.com’s reasonable opinion, is in violation of any applicable laws and regulations, the terms of this Agreement or the Website Terms or may otherwise subject Alibaba.com or its affiliates to liability, Alibaba.com may, at its option, delete, remove or modify such Member Material or any part thereof and/or suspend the provision of the Services. Publishing of Member Materials shall by no means mean that Alibaba.com has endorsed or otherwise certify the contents of such Member Materials. Member shall be solely responsible for the contents of its Member Materials.

3.8Alibaba.com reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, Alibaba.com may disclose Member's identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. Alibaba.com shall not be liable for damages or results thereof, and Member agrees not to bring any action or claim against Alibaba.com for such disclosure. In connection with any of the foregoing, Alibaba.com may suspend or terminate Member’s Account as Alibaba.com deems appropriate at its sole discretion.

3.9Member hereby grants to Alibaba.com a non-exclusive, royalty-free, sub-licensable, worldwide, transferable license to (a) display, publish or transmit all Member Materials, (b) link, copy, store, adapt or make other reasonable use of the Member Materials, necessary to provide the Services in any medium known now and in the future.

4. Service Period

4.1 Unless otherwise agreed by the Parties, the service period for the Gold SupplierTM Service shall be one (1) year from the activation date of the Account. Activation of the Account shall be notified to Member via email to such email address provided by Member upon registration for the Service.

4.2The service period for any Value Added Service shall be the agreed period specified in the relevant Service Order provided that if Member’s Gold SupplierTM Service expires or terminates, all of its Value Added Services shall terminate simultaneously.

4.3This Agreement will expire on the day when all the service periods expire unless early terminated according to the terms of this Agreement.

5. Fees and Payment

5.1 In consideration of Alibaba.com's agreement to process the application and, subject to the A&V, to provide the Services, you agree to pay Alibaba.com the service fees. All service fees shall be payable in advance to Alibaba.com or its authorized agent by wire transfer, credit card, third-party payment system (including but not limited to PayPal) or such other method acceptable to Alibaba.com, in US Dollars or its equivalent in such other currency as permitted by Alibaba.com. Except as provided in clause 2.3, all payments made are non-refundable.

5.2 All services fees are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges on the sale and use of the Services in addition to our service fees. In the event Alibaba.com is required by any applicable law to collect any taxes or duties, you agree to pay such taxes or duties to Alibaba.com.

5.3 Alibaba.com reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.

6. Member Responsibilities

Version: GGS-E-200907

6.2Member represents and warrants to Alibaba.com that:

(a)it has the full power and authority to enter into this Agreement, to grant the license and authorization and to perform its obligations hereunder;

(b)it will carry on its activities on the Site in compliance with any applicable laws and regulations;

(c)it will not use the Services to defraud users of the Site or engage in other unlawful activities (including without limitation spamming);

(d)it has the legitimate right and authorization to sell, distribute or export all products or services it posts on the Site or otherwise referred to in its Member Materials;

(e)all contents of its Member Materials are true, lawful and accurate, and are not false, misleading or deceptive;

(f)it will not impersonate any person or entity, or misrepresent itself or its affiliation with any person or entity;

(g)it will not post any product or service listing in breach of the Site’s Product Listing Policy, and its Member Materials or any product or service referred to in its Member Materials do not infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other proprietary right, rights of publicity and privacy or other legitimate rights;

(h)its Member Materials do not contain information that is defamatory, libellous, threatening or harassing, obscene or sexually explicit or harmful to minors;

(i)its Member Materials do not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.

6.3Member agrees and undertakes that it will not:

(a)copy, reproduce, exploit or expropriate Alibaba.com's various proprietary directories, databases and listings;

(b)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;

(c)gain or attempt to gain authorized access to the computer systems or networks used by Alibaba.com and/or any user of the Site or engage in any other activities that may harm the integrity of such computer systems or networks.

6.4 With regards to information about or posted on behalf of any business referee, Member represents and warrants that it has obtained all necessary consents, approvals and waivers from its business partners and associates (a) to act as its business referee; (b) to post and publish their contact details and information, reference letters and comments on their behalf; and (c) that third parties may contact such business referees to support claims or statements made about Member.

6.5 Member acknowledges and agrees that Alibaba.com shall not be responsible, and shall have no liability to it or anyone else for any content of the Member Materials or materials posted by third parties.

6.6Member shall be solely liable for its business name submitted. In case Alibaba.com receives any complaint or claim against Member in respect of its business name, unless Member changes to a new business name which has also passed the A&V, Alibaba.com shall have the right to suspend or terminate Member’s Account immediately.

6.7Member agrees 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 its Member Materials or use of the Services or from Member's breach of this Agreement or the Website Terms, including claims arising from Member’s business name. Alibaba.com reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Member, in which event Member shall cooperate with Alibaba.com in asserting any available defenses.

7. Limitation of Liability

7.1 Alibaba.com represents and warrants that it will provide the Services with reasonable care and skill. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND TO THE FULL EXTENT PERMITTED BY LAW THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND ALIBABA.COM HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT 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 EXCLUDED. IF ALIBABA.COM BREACHES THE WARRARNTY HEREUNDER, ALIBABA.COM SHALL RE-PERFORM THE AFFECTED PART OF THE SERVICES. TO THE FULL EXTENT PERMITTED BY LAW, THE REMEDY UNDER THIS CLAUSE 7.1 SHALL BE MEMBER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ALIBABA.COM’S WARRANTIES UNDER THIS AGREEMENT.

7.2 TO THE FULL 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 USE OF THE SERVICES.

7.3 Member agrees not to hold Alibaba.com responsible for third parties’ content, actions or inactions. If Member uses third parties’ services, software or products in connection with the Services, Member further agrees not to hold Alibaba.com responsible for such third parties’ services, software or products.

7.4 Any material downloaded or otherwise obtained through the use of the Services is done at Member's sole discretion and risk and Member is solely responsible for any damage to its computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by Member from Alibaba.com or through or from the Services shall create any warranty not expressly stated in this Agreement.

7.5 Notwithstanding any of the foregoing provisions, the aggregate liability of Alibaba.com and its affiliates and their employees, agents and representatives or anyone acting on their behalf, with respect to Member for all claims arising from the use of the Services or the Site shall not exceed the amount of the services fees that Member pays to Alibaba.com during the current service period for the Gold SupplierTM Service. The preceding sentence shall not preclude the requirement by Member to prove actual damages. All claims arising from the use of the Services must be filed within one (1) year from the date the cause of action arose.

8. Termination

8.1If any of the following circumstances occurs, Alibaba.com shall have the right to terminate the Agreement immediately upon written notice to Member and to forfeit the services fees for any unused Services without liability:

(a) Alibaba.com has reasonable grounds to believe that Member uses the Services for any fraudulent or other unlawful purpose;

(b) upon complaint or claim from any third party, Alibaba.com has reasonable grounds to believe that Member has wilfully or materially breached its contract with the third party complainant, including without limitation where Member has failed to deliver the products ordered by the complainant after receipt of the purchase price, or where Member has delivered the products that fail to materially meet the terms and descriptions outlined in Member Materials;

(c) Alibaba.com has reasonable grounds to believe that Member is involved in the production or sale of any inferior goods or any goods which infringe any intellectual property rights or other legitimate rights of any third party;

(d) Member assigns or transfers part or all of its rights and obligations under this Agreement to a third party (including multiple use of its Account) without Alibaba.com’s prior written consent;

(e) Member sells any business information related to buyers and/or their buy leads/enquiries which are obtained by Member as a result of use of the Services without Alibaba.com’s prior written consent;

(f) Member is involved in any scheme or activities to undermine the integrity or normal operation of the computer systems or networks of the Site (including gaining unauthorized access to the systems of the Site, stealing, modifying or deleting the information of other members of the Site without authorization);

(g) Member is in breach of any of its representations, warranties and undertakings in clause 6;

(h)Member has failed to rectify any breach of this Agreement other than those under para (a)-(g) hereof within 10 working days of being notified by Alibaba.com of such breach;

(i) Member ceases to conduct its operations, is insolvent or wound up, or becomes the subject of any voluntary or involuntary proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors or similar proceeding;

(j) Member has committed breaches other than those under para (a)–(g) hereof for 3 or more times.

8.2If the Agreement is terminated under clause 8.1 and other provisions of this Agreement, Alibaba.com shall have the right to refuse any and all current or future use by Member of the Services or any other services that may be provided by Alibaba.com.

8.3In the event that Alibaba.com does not receive full payment of subscription fees within ten (10) days of automatic renewal of subscription for the Service, such Member's subscription shall be terminated immediately without further notification from Alibaba.com. Access to the Gold SupplierTM Service shall be denied upon such termination.

9. Force Majeure

9.1 Under no circumstances shall Alibaba.com be held liable for any delay or failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.

10. General Provisions

10.1 This Agreement constitutes the entire agreement between Member and Alibaba.com with respect to and governs the use of the Services, superseding any prior written or oral agreements in relation to the same subject matter herein. 10.2 This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region ("Hong Kong") without regard to its conflict of law provisions. The Parties to this Agreement hereby submit to the non-exclusive jurisdiction of the courts of Hong Kong.

10.3 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. 10.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

10.5 Any failure by Alibaba.com to exercise any of its 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.

10.6 Alibaba.com shall have the right to assign this Agreement (including all of its rights, titles, benefits, interests, and obligations and duties in this Agreement) to any person or entity (including any affiliates of Alibaba.com). Member may not assign, in whole or part, this Agreement to any person or entity.

10.7If there is any conflict between the English version and another language version of this Agreement, the English version shall prevail.

Final: 5 June 2009