LAZADA OPEN PLATFORM DEVELOPER AGREEMENT
INTRODUCTION
The Lazada Open Platform provides a development environment for: (a) Developers to develop and integrate their applications with the Lazada systems via open APIs, and share the applications to Sellers; and (b) for Sellers to access and call open APIs via the Platform. Through the Platform, you (i.e. Sellers and Developers that use the Lazada Open Platform) can programmatically exchange approved categories of Data (including any relevant User Data or Buyer Data as defined below) relating to products, orders, package shipment, and finance to enable Developers to provide services to Sellers.
A developer may register as, or sign up to become, a Service Provider on the Lazada Seller Service Market via the Open Platform to offer, sell and/or provide their Services on the Lazada Seller Service Market in the Country Platform in which the Developer chooses to open its store.
Please read this Service Agreement, including any attachments, schedules and exhibits thereto which are incorporated by reference (collectively referred to as the "Terms") carefully. These Terms govern your access to and use of the Open Platform and the Tools through which you may access the services offered by Lazada and its affiliates.
By accessing or using the Open Platform and any of the Tools, you acknowledge that you have read and agree to be bound by these Terms as well as any other applicable terms, rules and policies as may from time to time be prescribed by Lazada. These may include the Developer Rules and the Security Measures, made available on the Open Platform Site. If you do not agree to these terms, you must immediately cease access to and use of the Open Platform and the Tools. Lazada may update the Terms of Use from time to time in accordance with these Terms and if you use the Open Platform or any of the Tools after the effective date of the amendment, you are deemed to have accepted such amendment in accordance with Clause 14 of these Terms.
If you are accessing or using the Open Platform and any of the Tools as an individual, you represent and warrant that (i) you are at least 18 years of age or the minimum legal contracting age in all othfer relevant countries including the country in which you are resident or from which you use the Open Platform or the Tools, whichever is higher; and (ii) you are mentally sound and have sufficient mental capacity to enter into legally binding contractual arrangements.
If you are accessing or using any of the Open Platform and the Tools on behalf of an entity, you represent and warrant that (i) you have the full power, capacity and authority to bind that entity to the Terms; (ii) by accepting the Terms, you are doing so on behalf of that entity, and all references to "you" and similar expressions in these Terms shall mean you and that entity.
If you register as a Service Provider to offer, sell and/or provide Services on the Lazada Seller Service Market, you agree that you shall accept and be bound by all rules, policies, guidelines, terms and conditions, etc that are applicable to Service Providers when accessing and using the Lazada Seller Service Market in the Country Platform in which you operate your store. For the avoidance of doubt, these Terms shall continue to apply to your access and use of the Open Platform and/or Tools (in addition to the rules, policies, guidelines, terms and conditions, etc that may be applicable to you as a Service Provider on the Lazada Seller Service Market).
1.DEFINITIONS AND INTERPRETATIONS
1.1. In these Terms, unless the context otherwise requires, the following definitions shall apply:
"Account" has the meaning given to it in Clause 2.2.
"Affiliate" with respect to a party means any person directly or indirectly controlling, controlled by, or under direct or indirect control with, such party, as the case may be.
"APIs" means the application programming interfaces made available by Lazada via the Open Platform.
"Applicable Laws" means all applicable statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or recognised stock exchange, as may be applicable, international treaties and regulations.
"Application" means the software application, website or other interface that you develop, own and/or operate in compliance with the Terms of Use for the specific use in connection with the Open Platform, Lazada Services, any Lazada Marketplace and/or in connection with the Services that you may offer, seller and/or provide on Lazada Seller Service Market platform, and shall include all Application Content and any fixes, updates, upgrades, modifications, enhancements, supplements to, revisions, new releases and new versions of such Application.
"Application Content" means (a) any content, ads, services, technology, Data and other digital materials (including databases, text, graphics, photographs, animations, audio, music, video, links or other content) created for use in connection with the Application and/or any User Material submitted by you or end users of your Application through the Open Platform and/or the Application; and (b) any information you provide us about such Application, including the name, product description, text, graphics, image, logo and other descriptive or identifying information and material associated with you or your Application.
"Application Key(s)" means the confidential security key(s) that is unique to your Application that Lazada provides to you through the Open Platform for your use of the APIs.
"Authentication" has the meaning given to it in Clause 8.1(b)
"Authorised User" means any person or entity accessing or using the Account, and/or any of the Open Platform and the Tools on behalf of and/or under authorisation of the Developer;
“Buyer Data” means any Personal Data relating to buyers (who access or use Lazada Marketplace and/or Lazada Services) that is processed by the Seller;
"Clause" means a clause in these Terms.
"Confidential Information" has the meaning given to it in Clause 13.1
“Control” means either the ownership of share capital of a company (or its equivalent right of ownership) conferring more than 50% of the votes or power to direct its policies and/or management, whether by contract or otherwise and “controls”, “controlling” and “controlled” shall be construed accordingly.
“Country Platform” means the country(ies) in which you choose to open a store to offer, sell and/or provide the Services via the Lazada Seller Service Market platform.
"Data" means any data (including Personal Data), record, information and any other material, regardless of the form or media on which it may be recorded and includes, without limitation, all databases, text, graphics, photographs, animations, audio, music, video, links or other content made available by any party in connection with the use of the Open Platform and the Tools.
"Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed, and for the avoidance of doubt shall include the loss of any storage medium or device on which Personal Data is stored in circumstances where the unauthorized or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to the Personal Data has occurred or is likely to occur.
"Data Protection Laws" means all applicable data protection and privacy laws and regulations, including all subsidiary legislation, regulations, orders, standards, guidelines or other like legal instruments related thereto and any amendments or re-enactments made from time to time which are applicable to the Personal Data.
“Developer” or “You” means any person or entity which has submitted a valid application and has met the relevant authentication and other requirements to develop Applications for publication or distribution on the Open Platform in accordance with the Terms, and shall, where applicable, include any Authorised User of the Developer.
"EULA" refers to the end user license agreement between the Developer and the User entered into in accordance with Clause 5.1
"Force Majeure Event" means any circumstance not within a party's reasonable control, including, without limitation (a) fire, storm, lightning, flood, drought, earthquake or other natural disaster or other similar acts of God; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) any law or any action taken by a governmental authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (e) fire, explosion or accident; (f) any labour or trade dispute, strikes, industrial action or lockouts; (g) non-performance by suppliers or subcontractors; and (h) the unavailability, interruption or failure of utility services such as electricity, gas, water and telecommunications.
“Good Industry Practice(s)” means the practices, procedures, methods and standards followed when work and services are undertaken in a sound and workmanlike manner, with due care and skill, with due expedition and without unnecessary or unreasonable delays, that are in accordance with applicable laws and that are consistent with best practice for an experienced, prudent and competent developer engaged in a similar type of undertaking under the same or similar circumstances as the Developer.
"Lazada" means Lazada South East Asia Pte. Ltd. (UEN: 201201679C), or any of its successors, permitted substitutes and permitted assigns (including pursuant to any assignments under Clause 19.1).
"Lazada Content" means all Data stored in and retrieved, through the Open Platform or your Application, whether directly or indirectly, from the databases of the Lazada Group, which may include Personal Data (including Data anonymized, aggregated, or derived from such Data), and does not include information that you obtain independently of the Lazada Group by lawful means.
"Lazada Group" means Lazada, its related corporations and Affiliates.
"Lazada Indemnitees" means members of the Lazada Group, Lazada Affiliates and all of their respective officers, employees, directors, agents, representatives, contractors and assigns.
"Lazada Marketplaces" means the Lazada-branded marketplaces on www.lazada.sg, www.lazada.com.my, www.lazada.co.th, www.lazada.com.ph, www.lazada.co.id, www.lazada.vn and any other internet domain property of any member of the Lazada Group.
“Lazada Marketplace Entity” means the relevant Lazada marketplace entities within Lazada Group which operate the Lazada Seller Service Market in the Country Platform where you choose to open a store to offer, sell and/or provide your Services.
"Lazada Policies" means any relevant guidelines, notices, instructions, operating rules and policies (including the Open Platform Rules and the Privacy Policy) pertaining to access to, or use of, the Open Platform, Tools or Lazada Services which Lazada may issue, amend and/or update from time to time.
“Lazada Seller Service Market” means the marketplace platform provided and operated by the relevant Lazada Marketplace Entity through which you may offer and provide your Services to Lazada Users. The Lazada Seller Service Market is accessible through the internet domain property that is operated by the relevant Lazada Marketplace Entity(ies) in the relevant Country Platform(s).
"Lazada Services" means the Lazada Marketplaces, the Lazada Content, the Lazada Seller Service Market and all other services, application and tools made available by Lazada Group to the Lazada Users (including but not limited to the Seller Centre) and all other services provided by Lazada Group under, pursuant to or in connection with each of the foregoing.
"Lazada User" means any person who accesses any Lazada Marketplace and/or the Lazada Seller Service Market which for the avoidance of doubt, shall include (without limitation) any buyers and/or sellers who access or use Lazada Marketplace and/or Lazada Services (including the Lazada Seller Service Market).
"Losses" means any and all liens, damages, penalties, losses, settlement sums, costs, expenses (of any kind or of any nature whatsoever (including third party claims, legal fees and expenses on a full indemnity basis, consultant’s fees, experts’ fees and other costs associated with litigation), disbursements, charges, obligations, actions, proceedings, litigation, judgments, suits, claims, demands and other liabilities, whether foreseeable or not, suffered or incurred by any person, whether arising in contract or tort (including negligence) or under any statute or under any other cause of action.
"Intellectual Property Rights" means all copyright, patents, trade marks, service marks, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights.
"Marks" means, with respect to an entity, such entity’s names, trade marks, service marks, trade names, logos and other distinctive brand features.
"Modification" has the meaning given to it in Clause 14.1
"Open Platform" means the online platform owned and operated by Lazada as part of the Lazada Open Platform Developers Program.
“Open Platform Rules” means the rules, guidelines, and policies etc. applicable to your use of any of the Open Platform and the Tools, as they may appear on the Open Platform (including at <Open Platform Rules and Penalty Measures>) or be communicated to you from time to time by Lazada.
"Personal Data" shall mean all information as may be specified as “personal data”, “personal information” or their equivalent under any applicable Data Protection Laws, and shall include, where applicable, any “sensitive personal information” or their equivalent under any applicable Data Protection Laws.
"Privacy Policy" means the applicable privacy policy or privacy notice for the relevant Lazada Marketplace Entity through which you may offer and provide your Services to Users, or be communicated from time to time by Lazada.
"Processing" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
"Prohibited Materials" means any information, graphics, photographs, data and any other material that:
"Relevant Period" has the meaning given to it in Clause 2.9.
"Security Measures" means the security requirements and guidelines applicable to the development, deployment, operation, maintenance, and management of all Applications and Application Contents for use in connection with the Open Platform, the Lazada Services (including the Lazada Seller Service Market) and/or any Lazada Marketplace as made available on the Open Platform or be communicated from time to time by Lazada and/or its Affiliates.
“Seller” means a registered seller on the Lazada Marketplaces.
“Seller Account” has the meaning given to it in Clause 8.
“Seller Centre” means any tool offered by Lazada to Seller for the operation of Seller’s operations on the Lazada Marketplace and access to all the services and tools available at the Seller Centre.
“Services” means one or several products and service(s), which for the avoidance of doubt, may include (without limitation) digital products, software products and services, operation services, training services, design services and all other products and services that you may offer to Lazada Users on the Lazada Seller Service Market.
“Service Provider” means a service provider which offers the Services for sale on or through the Lazada Seller Service Market.
"Terms" means the relevant terms of use (including but not limited to these Terms, the Lazada Policies, Open Platform Rules and the Privacy Policy) which apply to your use of the Open Platform and any of the Tools, as determined by Lazada.
"Tools" means the various features, content, services and functions made available through the Open Platform from time to time, including, without limitation, the Data, the APIs, the Application Keys and specifications and technical documentation accompanying any API.
"User" means, in relation to any Application, the end-users of such Application, and anyone who sublicenses such Application.
“User Data” means Data about Users (whether such end Users are natural persons or, to the extent consistent with privacy or data protection laws, legal persons).
"User Materials" means any information, text, graphics, photographs and materials or content submitted by you through the Open Platform or any of your Applications.
“Vulnerability” shall refer to any flaw or weakness in system security procedures, design, implementation, logic or internal controls, whether in software and hardware, that could be exercised (whether accidentally triggered or intentionally exploited by any party) and potentially result in a Data Breach affecting Personal Data or any unauthorised disclosure of Lazada Content.
"Your Personnel" means your employees, personnel, secondees, agents, principals, contractors and subcontractors.
1.2. In these Terms, unless the context otherwise requires:
(a)the headings are for convenience of reference only and shall not affect the interpretation or be used in the construction of these Terms;
(b)reference to an agreement or document (including a reference to these Terms) is to the agreement or document as amended, supplemented, novated or replaced;
(c)references to a person include any company, partnership or unincorporated association (whether or not having separate legal personality);
(d)references to a company include any company, corporation or any body corporate, wherever incorporated or not;
(e)references to writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, whether in a physical document or in an electronic communication or form or otherwise;
(f)reference to the singular shall include references to the plural and vice versa;
(g)references to a party to these Terms or another agreement or document includes the party's successors, permitted substitutes and permitted assigns (and, where applicable, the party's legal personal representatives);
(h)references to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it;
(i)unless the context otherwise requires, any provision in these Terms which uses the words "includes", "including", "for example", or similar expressions, does not limit the generality of what else might be included, and shall be deemed to be followed by the words “without limitation”; and
(j)nothing in these Terms is to be interpreted against a party solely on the ground that the party put forward these Terms or a relevant part of it
2.ACCOUNT
2.1. Your use of the Open Platform and the Tools is governed by a legal agreement between (i) you and (ii) Lazada or its Affiliates (as applicable) consisting of the Terms and all other applicable rules, policies, guidelines, terms and conditions, etc (including those which apply to your access and use of the Lazada Seller Service Market in the Country Platform (collectively referred to as the “Lazada Seller Service Market Terms”), as relevant). If you do not agree to the Terms (and the Lazada Seller Service Market Terms (where relevant)), you must immediately cease access to and use of the Platform and the Tools. In the event of a conflict or inconsistency between these Terms (and the Lazada Seller Service Market Terms (where relevant)), and any other documents (including but not limited to the Policies, the Platform Rules and the Privacy Policy), these Terms (and the Lazada Seller Service Market Terms (where relevant)) shall prevail unless a term set out in such document is expressly identified as amending a term in these Terms (and the Lazada Seller Service Market Terms (where relevant)) or taking precedence over such term, in which case the term in such other document shall take priority.
2.2. You are only authorized to access or use the Tools and Lazada Services through an account registered with Lazada in connection with the Open Platform (each referred to as an "Account"). You shall not access or use (or attempt to access or use) any of the Tools, Lazada Services or any part or the whole of the Open Platform without an Account or by means which have not been authorised by Lazada. All Account registrations are subject to the approval of Lazada, and the opening of your Account shall be in accordance with the admission procedures prescribed by Lazada from time to time and subject to your satisfaction of the registration conditions stipulated from time to time by Lazada.
2.3. By applying for an Account and/or accessing and/or using any part of the Open Platform, Lazada Services and the Tools, you represent and warrant that all information provided to Lazada and/or its Affiliates in connection with the Account or your access to and use of the Open Platform and Lazada Services from time to time (including such information submitted during the application process) is true, valid and accurate and is not false, misleading or has omitted to state any material fact necessary to make such information not misleading.
2.4. You undertake to ensure that all such information referred to in Clause 2.3 remains accurate and updated at all times during the term and your use and/or access of the Account, Open Platform, Lazada Services and/or the Tools. You further undertake that you will notify Lazada and its Affiliates (as applicable) immediately of any change in such information required to be disclosed under the Terms, the Lazada Seller Service Market Terms or which had been provided in connection with your Account. Lazada may at any time in its sole and absolute discretion, request that you update your Data or Account settings or to provide the list of all Authorised Users who have access to your Account.
2.5. If Lazada determines or has reason to believe that:
(a)you have failed to comply with any Terms, the Lazada Seller Service Market Terms (where relevant), and/or any terms and conditions relating to the provision of the Lazada Services (including the Lazada Seller Service Market) by any member of the Lazada Group or Applicable Law; and/or
(b)the security of your Account, assigned keys or other credentials has been compromised or any fraudulent, unlawful or unauthorized activity has taken place in connection with your Account, Lazada and/or its Affiliates (as applicable), may in its sole and absolute discretion and without prior notice or any liability, take all actions that it determines appropriate, including but not limited to the following:
(i)to accept or reject any application for an Account;
(ii)to limit and/or suspend any rights associated with your Account and/or any Application developed, operated or distributed by you;
(iii)to impose limits, conditions or suspend or revoke your access to the Account, Open Platform, Lazada Services and/or any Tools to disable, suspend or terminate your Account and/or remove any Application developed, operated or distributed by you; and/or
(iv)otherwise take any actions or penalty measures as permitted under the Open Platform Rules, Lazada Seller Service Market Terms (where applicable) and Applicable Laws.
2.6. You will immediately notify Lazada and/or its Affiliates (as relevant) in writing if you have knowledge of or reason for suspecting that the security of your Account, assigned keys or other credentials has been compromised, and if so required by Lazada and/or its Affiliates, cooperate with all investigations and provide any information reasonably requested by each of them.
2.7. You will not transfer, loan or share your Account, assigned keys or other credentials provided to you by or on behalf of Lazada in connection with the Open Platform with any third party except in accordance with these Terms, the Lazada Seller Service Market Terms (where applicable) or otherwise with the prior written consent of Lazada. You will not attempt to gain (or allow or enable others to gain) unauthorised use or access to the Open Platform, the Tools or to any Lazada Marketplace or Lazada Services (including the Lazada Seller Service Market) through the use of your Account, assigned keys or other credentials provided to you by or on behalf of Lazada. You acknowledge and agree that failure to comply with this Clause would entitle Lazada and/or its Affiliates to take any and/or all actions set out in Clause 2.5 above.
2.8. You acknowledge and agree that (i) you are solely responsible for and will at all times maintain the security and prevent the misuse of your Account, any assigned keys and/or other credentials provided to you by or on behalf of Lazada in connection with the Open Platform, Lazada Services and/or Tools; (ii) you will keep a register of all Authorised Users which have or previously had access to your Account, any assigned keys and/or other credentials; (iii) you will ensure all Authorised Users granted access to your Account shall agree in writing to comply with these Terms, and all other agreement related to the use of the Open Platform, Lazada Services and the Tools which you enter into with Lazada; (iv) you shall be fully responsible for, and be bound by, any and all activity, access and use of the Open Platform, Lazada Services and the Tools, and any information, Data or communication referable to your Account, whether or not authorised by you; and (v) the Lazada Group shall (to the fullest extent permitted by the Applicable Laws) be entitled to act upon, rely on and hold you fully responsible and liable in respect thereof as if the same were carried out or transmitted by you.
2.9. Lazada reserves the right, exercisable in its sole and absolute discretion and without prior notice or any liability, to limit, disable, suspend, or terminate your Account, and/or limit, disable, suspend or terminate any Application developed, operated or distributed by you through the use of the Open Platforms, Lazada Services and the Tools if any such Account or Application is dormant for more than 90 consecutive days or for such other duration as Lazada may notify from time to time in the Open Platform Rules (“Relevant Period”). You are required to comply with the provisions of Clause 18 upon the termination or disabling of your Account.
For the purpose of this Clause:
(a)An Account is dormant if: (i) you have never uploaded any Application since creation; (ii) the Account has not passed the verification review by Lazada since creation; or (iii) all Applications created by such Account are deemed to be dormant for more than 30 days; and
(b)An Application is dormant if: (i) the Application is not made available online to Users after the Relevant Period has passed from their creation or last availability; or (ii) the Application has no API call within a Relevant Period.
2.10. Lazada reserves the right exercisable in its sole and absolute discretion, to disallow any requests by the Developer to reactivate or retrieve an Account or Application which has been limited, disabled, suspended or terminated for any reason whatsoever.
3.GENERAL TERMS RELATING TO THE OPEN PLATFORM
3.1. You may only access and use the Open Platform and the Tools to create, distribute and use Applications to access and interact with the Lazada Services in a manner which is in accordance with the Terms, the Lazada Seller Service Market Terms and the Applicable Laws.
3.2. Lazada reserves the right, in its sole and absolute discretion, to charge fees and impose such terms as it may from time to time deem appropriate with seven (7) days prior written notice through any channel or method of communication as may be determined by Lazada from time to time. If you do not agree to such fees and terms, you must stop access to and use of the Open Platform, Lazada Services and the Tools immediately. In such situations, you acknowledge and agree that your sole and exclusive remedy is to terminate these Terms in accordance with Clause 2 and Lazada shall bear no liability towards you whatsoever.
3.3. You shall be fully responsible for ensuring that you, your Authorised Users and your Users comply with the Terms, and any act or omission by any of the Authorised Users or Users of your Applications amounting to a breach of the Terms of Use shall be deemed a breach by you.
3.4. Save as expressly agreed by Lazada in writing, under no circumstances shall any member of the Lazada Group be, nor shall you represent any member of the Lazada Group to be, (i) construed to be a party to (or to have endorsed, sponsored, certified or been involved in) any transaction between you and any third party; or (ii) liable in any way for any transaction between you and any third party, whether or not such transaction directly or indirectly relates to the Open Platform and/or the Tools or any Lazada Services.
3.5. Any member of the Lazada Group (other than Lazada) may provide any part or the whole of the Open Platform and/or any of the Tools and Lazada Services on behalf of Lazada, and these Terms shall also govern your relationship with such member of the Lazada Group in respect of the Tools and Lazada Services, and any reference herein to “Lazada” shall be deemed to refer to such member of the Lazada Group. In such situations, Lazada South East Asia Pte. Ltd. shall have no liability for the performance or non-performance of such member of the Lazada Group, shall not be deemed as an agent of such member of the Lazada Group, and is not jointly and severally liable with such party, notwithstanding that Lazada South East Asia Pte. Ltd. is a party to these Terms.
3.6. Nothing in these Terms shall prohibit or restrict Lazada or any other member of the Lazada Group from entering into similar or different agreements with third parties, or from acquiring, developing, licensing, marketing, promoting or distributing any products or services that may compete with your Applications or that may perform the same or similar functions as your Applications.
3.7. The use of the Tools may require open source software or other third-party software, which may be subject to a separate license agreement between you and the applicable licensor of such open source software or third-party software. Lazada Group shall not be construed as endorsing or recommending such software and shall have no responsibility with regard to the selection or to your use of such software. You undertake to comply with the terms of such agreement at your own cost and risk. You further agree to unconditionally defend, indemnify and hold harmless, and, at Lazada’s option, defend the Lazada Indemnitees, from and against any and all Losses arising out of, or relating to, any actual or alleged breach by you of such agreement. To the extent such agreement contains terms which are inconsistent with, and which expressly supersede, these Terms, those terms shall prevail to the extent of the inconsistency and solely with respect to the open-source software or third-party software which is the subject of such agreement.
3.8. Notwithstanding anything else to the contrary in the Terms of Use, in the event of a dispute (including but not limited to any intellectual property disputes) over an Application developed, operated or distributed by you or otherwise in connection with your access and use of the Open Platform, Lazada Services and the Tools, you agree that Lazada and/or its Affiliates may, without further notice or consent being required, share your identity and contact information with any party filing such dispute with Lazada and/or its Affiliates.
4.APPLICATIONS
4.1. Save for the Services which you offer, sell or provide on or through the Lazada Seller Service Market which shall be governed by the Lazada Seller Service Market Terms, all Applications offered on the Open Platform which you choose to distribute for free or those for which you charge a fee shall be subject to the following terms:
(a)If you charge a fee for your Application, you assume sole responsibility and liability for all related transactions and authentications, records and Taxes. Lazada will have no obligation to you with respect to such payment related matters, including without limitation, to track and process payments, authenticating payments, Users, maintaining or making available any records, or to pay, report or charge any Taxes.
(b)If you provide an Application for free, you may not collect future charges from Users unless with reasonable prior written notice and subject to the User’s consent to such charges. No charges shall be collected for the period during which the Users were allowed to use the Application for free.
4.2. Each Application is submitted under one of the specified categories on the Open Platform, which will determine the API groups that the Application Is granted access to. All Applications submitted are subject to the review and approval of Lazada before they are published. You will provide Lazada with the requested information, which includes the description of the Application, a high-level application architecture that describes the key functions of your Application, any modules within your Application (and their purpose), and dependency on third party modules or applications, and any data flows associated with such Application. As part of the review process we may, but shall not be obliged to, test your Application to verify that it complies with the requirements as may be stipulated by Lazada from time to time.
4.3. For any approved Application, Lazada will provide you with a unique Application Key in connection with each Application created by you. You shall at all times maintain the security and prevent the misuse of the Application Key, and ensure that such Application Key is used only as permitted by Lazada in accordance with these Terms or otherwise with the prior written consent of Lazada.
4.4. You agree, and shall procure that your Authorised User agree that, that you will not use the Application Key of any other person, or sell, transfer, sub-license or otherwise disclose your Application Key to any third party at any time. You agree to immediately notify Lazada when you discover or suspect any unauthorized use of the Application Key. Lazada will not be liable for all usage of the Application Key of Developers, Sellers or Users, including but not limited to any unauthorized access, alteration or deletion, damage, corruption, loss or failure in storage.
4.5. You shall not state or imply that Lazada has participated in the development of, sponsored, endorsed, is associated with, or recognized the Application developed and/or published by you, including but not limited to using any variations, abbreviation or misspelling of Lazada’s or the Marks belonging to the Lazada Group or Affiliates in the name or URL or otherwise on the domain page f the Application or of the Developer, the Seller or the User.
4.6. Applications prohibited by the laws, regulations, sanctions and trade restrictions in any relevant country or jurisdiction worldwide are strictly forbidden on the Open Platform.
5.ONLINE TRANSACTION OF APPLICATIONS
5.1. You shall, in relation to each of your Applications, enter into a binding agreement with each User before permitting the User to use the Application, and ensure that the agreement (“EULA”) complies with the minimum requirements in Exhibit A, and you will, when requested, provide Lazada with a copy of the EULA, and any other terms and conditions entered into between you and the User in relation to the Application, and promptly notify Lazada of any amendments thereto.
5.2. Lazada shall have the right to display on the Open Platform or on any other portals owned, operated or managed by it and/or its Affiliates (including the Seller Center and the Lazada Seller Service Centre), the text description, pictures and/or photos of the Application provided by a Developer comprising the descriptions of the Application which the Developer lawfully owns and intends to trade. Lazada will not be responsible for the accuracy or content of description of Applications. You shall be responsible for ensuring that all Application descriptions and categorizations are accurately submitted.
5.3. Any dispute arising from the Users’ usage of the Applications and paid services provided by Developers shall be settled between the Users and the Developers on their own, for which Lazada will not be liable.
5.4. Notwithstanding the foregoing, if you or your User breaches these Terms or any relevant Policies or rules, Lazada has the right to, where applicable and without any liability whatsoever, suspend, restrict or delete the Applications from the Platform or on any other portals on which it has listed such Application or restrict the functions thereof (whether in part or in whole), which may cause failure to provide services by the Applications purchased by users or inability to use such services.
6.SERVICES PROVIDED BY LAZADA
6.1. Lazada will provide, and/or will procure that its Affiliates provide, the relevant network environment and technical support for development of Applications by you and/or use of Applications by the Users, including the development and encapsulation of APIs, data sync, system environment for development and running of Applications and relevant Internet technology service.
6.2. Lazada may change, add or reduce the scope of the network environment and technical support provided under this clause at its sole discretion, provided that Lazada shall notify you of any material changes in accordance with Clause 14.
6.3. Lazada may in its sole and absolute discretion limit your access, calls and use of the APIs (for example, by limiting the number of API requests which you may make or the number of Users per Application) and you undertake not to circumvent such limitations. All API calls initiated by your Users will be made through your Application Keys and shall count towards your maximum permitted API calls which may be stipulated by Lazada from time to time.
7.SECURITY
7.1. You agree to comply with the Security Measures and any other requirements as may be imposed by Lazada in the development, deployment, operation, maintenance, and management of your Application and/or your use of the Open Platform and the Tools.
7.2. While Lazada is not obligated to monitor the Application or its content, you agree to co-operate fully with Lazada and to provide Lazada with any authorisations and/or access required to: (a) conduct regular security testing on your Application, including but not limited to penetration testing and Vulnerability scanning against your Application and/or the Application’s hosting infrastructure; (b) monitor and review (including by way of automatic means) of your Applications’ public domain for compliance with the Terms of Use (including the Security Measures), and any other Applicable Laws.
7.3. Lazada may test your Application from time to time using either manual security testing methods or automated security testing methods, including but not limited to:
(a)Blackbox application testing to identify Vulnerabilities and weaknesses within your Application;
(b)Whitebox application testing where you will be required to provide Lazada with requested credentials to access your application for the purpose of understanding your Application architecture, functionality and for the purposes of conducting security testing; and
(c)Automated testing using software to expose Vulnerabilities and weaknesses within your Application (if any).
7.4. When requested by Lazada, you shall provide information about yourself, your Application and/or your hosting infrastructure (as well as that of any third-party contractors who are Processing any Personal Data or Lazada Content) within a reasonable time to facilitate any security testing and assessment.
7.5. Lazada may notify you of any Vulnerabilities identified by Lazada, and require you to undertake remedial actions to rectify or mitigate the Vulnerabilities within the following timeline (or such other timeline determined by Lazada), depending on the risk rating for such Vulnerability, which shall be determined by Lazada at its sole discretion:
| Risk Rating |
Description |
No. of Days from Notification to Complete Remedial Actions |
| Critical |
Critical risk or vulnerabilities that place Lazada Content at immediate risk of Data Breaches |
Max. 14 days |
| High |
Severe risk that should be addressed immediately to protect Lazada Content |
Max. 30 days |
| Medium |
Unnecessary security risks that can lead to more serious vulnerabilities |
Max. 60 days |
| Low |
Areas of improvement to reduce risk |
Max. 90 days |
7.6. Upon such notification, you shall promptly propose to Lazada in writing the remedial actions to rectify or mitigate the vulnerabilities in a manner which is reasonably satisfactory to Lazada. Upon Lazada’s approval (which may be withheld in Lazada’s sole and absolute discretion), you shall complete such rectification or mitigation at your own cost and expense within the relevant timeline as set out in Clause 7.5 or such other timeline as may be determined by Lazada at its sole discretion.
7.7. You agree to integrate your Application and all related Application Content with any security services that Lazada may provide (“Lazada Security Services”) at your own cost and expense. Any such requirement for integration shall be made known to you prior to your access to any Application Keys or APIs, and failure to comply will result in your inability to access such Application Keys or APIs. You acknowledge that Lazada will monitor such integration through the Lazada Security Services and may notify you of any suspicious or unauthorised activities. Upon receipt of such notification, you undertake to respond and act accordingly to remediate such issues to the reasonable satisfaction of Lazada within five (5) business days. Lazada may at its discretion notify you and require the addition or update of any Lazada Security Services integrated with your Application, and you undertake to authorise and carry out any such addition or update within thirty (30) days upon receipt of notification.
7.8. You may host your Application on any server, whether or not approved by Lazada. The server that is hosting your Application must be properly configured to Internet industry standards so as to securely operate your Application and protect against unauthorised access to, disclosure or use of any information you receive from Lazada, including anonymised Data and/or Personal Data. Lazada reserves the right at any time to impose such terms and conditions as it deems appropriate in relation to the hosting of the Application. Such terms and conditions will be made publicly available to you, whether through publication of a Lazada Policy or otherwise, and you hereby agree to comply with such terms and conditions.
7.9. Without prejudice to any other rights or remedies that the Lazada Group may have, Lazada has the right to determine at its sole discretion your compliance with the Security Measures, the requirements of Clause 7, 11 and the terms and conditions set out in Schedule 1 (Section 2: Cybersecurity), and take one or more of the measures as set out in the Open Platform Rules and/or the Terms of Use against the Developer or the Application if it becomes aware or reasonably suspects that you are in breach of such provisions.
8.YOUR USAGE OF THE OPEN PLATFORM
8.1. You hereby represent, warrant and covenant that:
(a)you shall comply with these Terms, the Policies and all Applicable Laws in your use or access of the Lazada Services, the Open Platform, the Tools, Lazada Seller Service Market, Lazada Marketplace and the Lazada Content in any way which may, directly or indirectly undermine the commercial interests of the Lazada Group;
(b)If your Application requires a User to sign-in to the account of such User which is registered as a Seller with the relevant Lazada Marketplace ("Seller Account"), your Application may only access such account after the User has granted such access to your Application via a Lazada controlled sign-in and consent page (“Authentication”) and provided that such Authentication remains valid. Any Authentication is revocable at any time for any reason by the relevant User.
(c)you will not request any Data (including any Lazada Content) or permission to access such Data from the User unless it is necessary to meaningfully improve the quality of the User’s experience in the specific product or service for which the User has consented to share its Data;
(d)you will not engage in any activity within the Open Platform and the Lazada Seller Service Market (including the development, operation and distribution of any Application) or use the Tools in a manner which:
(i)violates a third party’s terms of service or terms and conditions;
(ii)facilitates (or otherwise permits) any User or Lazada User to breach the terms of use of the Lazada Marketplace or any Lazada Services, or otherwise interfere with any investigation into, enforcement of and implementation by Lazada (and other members of the Lazada Group) of such terms and conditions;
(iii)violates the rights or interest of the Lazada Group, these Terms, policies, guidelines and rules applicable to the Lazada Marketplace or any Lazada Services and/or any Applicable Law;
(e)where the APIs contain software or code which is subject to open-source licence or third party licence and to the limited extent that such licence are inconsistent with these Terms and are stated to expressly supersede these Terms, the terms of such licence shall instead prevail over these Terms;
(f)None of the following:
(i)the exercise by the Lazada Group of any rights granted under this Agreement;
(ii)any of your Application or the Application Content; or
(iii)your sale, distribution, or promotion of your Application or the Application Content,
(g)will violate any Applicable Law; require Lazada to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any Prohibited Materials; or violate or infringe any Intellectual Property Rights, proprietary, or other rights of any person or entity (including contractual rights);
(h)you shall not do (or attempt to do) any of the following acts:
(i)publish, distribute or allow access or links the Lazada Services, including to the Tools, from any location or source other than your Application;
(ii)use Lazada Services to promote or engage in seller arbitrage;
(iii)create any Application that may be used in breach of any of these Terms, the Lazada Policies, any other applicable Lazada agreement or policy and Applicable Laws and/or that may infringe any rights (including intellectual property rights) of any third party;
(iv)use APIs in a manner that exceeds reasonable request volumes, constitutes excessive or abusive usage, burdens network capacity or otherwise violates any Lazada Policies that Lazada or its Affiliate(s) may implement from time to time;
(v)create liability for Lazada Group or cause Lazada or its Affiliates to lose (in whole or in part) the services of their respective internet service providers (ISPs) or other suppliers;
(vi)obtain unauthorised access into, interfere with, disrupt, disable, violate, tamper with, over-burden or otherwise impair the Open Platform, the Tools, the Lazada Services, or any other servers, networks and/or computer systems or networks connected to, or any security measures or technological protection measures in relation to, any of the Open Platform, the Tools or the Lazada Services;
(vii)introduce, use, post, promote or transmit, or permit the posting, promotion, or transmission through the Open Platform, Lazada Services or your Application any Prohibited Materials;
(viii)capture, maintain, scan, retrieve, index, store, share, use, mine any Data (including but not limited to the Lazada Content) stored or transmitted in course of the Lazada Services or otherwise use data-mining technology, for any unauthorized activities, or in any way reproduce or circumvent the navigational structure or presentation of the Open Platform. For the purposes of this requirement, “unauthorized activities” mean the data mining or processing of data stored or transmitted through the Open Platform and the Lazada systems for an unrelated commercial purpose, to create private databases or for any other purpose than is explicitly authorised by Lazada;
(ix)interfere with another’s utilization and enjoyment of the Open Platform, Lazada Marketplaces and the Lazada Services (including the Lazada Seller Service Centre);
(x)modify, decompile (save as expressly permitted by Applicable Law), reverse engineer, disassemble, translate, or otherwise extract or derive or attempt to extract or derive any of the Tools, APIs or Lazada Content, or their respective source code(s), trade secrets, or Confidential Information therein; or
(xi)collect, process, retain, transfer, disclose or use Personal Data of any User other than as provided in these Terms and/or any other applicable terms and conditions, policies, rules and guidelines as may be communicated by Lazada Group from time to time and consented to by the Users;
(xii)provide any Data (including Personal Data) or information to Lazada, its Affiliates or any User unless you also represent and warrant that it is accurate and you have all rights and have obtained all consents (including consents from the individuals whom such Personal Data relate to) necessary to provide such Data or information to Lazada, its Affiliates and/or the User, and for Lazada, its Affiliates and/or the User to Process it in the manner as contemplated;
(xiii)send marketing materials to the Users and/or the Lazada Users (whether by post, text, voice call, email or otherwise), or use any Personal Data obtained from Lazada and/or its Affiliates or otherwise through the use of the Open Platform, the Tools or the Lazada Services for any marketing activities unless with the express prior written approval of Lazada and/or its Affiliate(s) and subject to the compliance with all Applicable Laws; or
(xiv)use the Open Platform, the Tools or Lazada Services other than in conformance with the acceptable use policies of any connected computer networks, any applicable Internet standards and any other Applicable Laws;
(i)unless otherwise agreed by Lazada in writing, you shall not make any statement or action which suggest partnership with, endorsement by, assumption of responsibility, or sponsorship by any member of the Lazada Group; and
(j)you shall take all necessary steps to ensure that the Applications are not mistaken or misrepresented as being the products or services of the Lazada Group.
8.2. In the event that Lazada, in its sole and absolute discretion, is of the view that you have failed to comply with any of these Terms or terms and conditions relating to the provision of the Lazada Services by any member of the Lazada Group, Lazada may take all such steps and remedies as it deems appropriate without any liability to you whatsoever. Such steps include, without limitation, investigating, suspending or terminating your Account and seeking damages or specific performance.
8.3. You shall be fully responsible for your Applications, and for all costs and expenses related to your use of the Tools, including but not limited to the cost of developing and maintaining any Application. In particular, access to certain Tools, Lazada Content and increased API call limits may require special certifications and/or be subject to conditions which Lazada may impose from time to time. In the event that any special certification or additional condition is required, Lazada has the sole and absolute discretion to hold you responsible for any costs associated with such certification or condition, and to require you to make the necessary modifications to your Application to meet such certification criteria or condition at your sole expense;
8.4. Lazada may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Open Platform and/or the Tools and or your Application, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Lazada’s rights or property, or the rights or property of visitors to or Users of your Application, including Lazada Users. Lazada reserves the right at all times to disclose any information that Lazada deems necessary to comply with any Applicable Law, legal process (including but not limited to any intellectual property disputes) or governmental request. Lazada also may disclose your information when Lazada determines that Applicable Law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
9.INTELLECTUAL PROPERTY RIGHTS
9.1. You hereby agree and acknowledge that:
(a)all Intellectual Property Rights in this Open Platform, the Tools, Lazada Marketplaces and Lazada Services belong to the Lazada Group and the respective third-party proprietors;
(b)save as expressly set out in this Clause, no other rights or licenses (including licenses or rights under any patent, copyright, trade mark or any other Intellectual Property Right) are granted either directly, by implication, or otherwise by the Lazada Group or the relevant third party proprietor thereof; and
(c)you will not undertake any action that is inconsistent with the foregoing or permit or assist any third party to do so.
9.2. You shall not:
(a)copy or reproduce any part or the whole of the Open Platform, Tools or Lazada Services by any means or form;
(b)modify, adapt, translate or alter any part or the whole of the Open Platform, Tools or Lazada Services or merge all or any part of the foregoing with any other software program, or create any derivative works based on any of the foregoing;
(c)reverse assemble or reverse compile or directly or indirectly allow or cause a third party to reverse assemble or reverse compile the whole or any part of the Open Platform, Tools or Lazada Services; or
(d)remove, modify, alter or reproduce any copyright or trade mark symbol appearing on any part of the Open Platform, the Tools or Lazada Services.
9.3. Unless otherwise expressly provided in these Terms or the Lazada Seller Service Market Terms (as applicable), the Lazada Group shall not acquire any ownership of any Intellectual Property Rights in your Application or any of your Application Content (including User Materials). Further, you agree that:
(a)you shall be fully responsible for the contents of your transmissions or communications through the Open Platform, the Tools and Lazada Services;
(b)before transmitting any Application Content, you shall ensure that you have the necessary rights and authority prior to such transmission;
(c)you grant to Lazada Group a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive licence to use, host, store, adapt, modify, copy, reproduce, reformat, distribute, transmit, make available, publicly display, publicly perform, communicate, and publish the Application and all Application Content in connection with the provision of the Open Platform, the Tools, Lazada Marketplaces, Lazada Services and the Lazada Open Platform Developers Program, and for purposes which you have instructed to the extent permitted by Applicable Laws;
(d)you grant to Lazada Group a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive licence to access, index, and cache any webpage or Applications on which you display Lazada Content; and
(e)the Lazada Group, and Affiliates of Lazada may in its sole and absolute discretion display your Marks for the purpose of advertising or publicising your participation in the Lazada Open Platform Developers Program and/or the Lazada Seller Service Centre, and use of the Open Platform. Where you request for your Application and/or Application Content to be hosted on any site operated by or on behalf of the Lazada Group and its Affiliates, you direct and authorize such Lazada Group company and its Affiliates to host, link to, and otherwise incorporate the Application and/or Application Content into Lazada Services and to carry out any copying, modification, distribution, internal testing, or other processes the Lazada Group and/or its Affiliate(s) deem necessary.
9.4. Subject to these Terms and your full compliance thereof, Lazada grants you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Open Platform and the Tools solely to:
(a)develop, test, maintain and support your Application;
(b)to allow use of the Lazada Services (including for registration, access and use of the Lazada Seller Service Market platform) in accordance with these Terms and all other applicable terms and conditions, policies, rules and guidelines as may be communicated by Lazada Group from time to time;
(c)make limited copies of Lazada Content only to the extent necessary to perform the activities permitted by these Terms, and provided that such copies shall be deleted when no longer required for those activities; and
(d)to display and rearrange the Lazada Content in accordance with these Terms,
(e)provided always that you may not disseminate the API by any means or in any form, except as an integral part of your Application.
9.5. Subject to these Terms and your full compliance thereof, and the prior written consent of Lazada, Lazada grants you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to display its Marks as set forth in the Lazada Policies for the purpose of promoting or advertising your Application on the Open Platform. You acknowledge and agree that:
(a)altering Lazada’s Marks is strictly prohibited. You agree that you will not alter Lazada’s Marks provided to you in any way, including (without limitation) changing the colors, angle, dimensions or relationship between element or alter the word or change the format of any part of Lazada’s Marks.
(b)you will use Lazada’s Marks in a lawful manner and in strict compliance with all format(s), guidelines, standards and other requirements prescribed by Lazada in writing from time to time;
(c)all use by you of Lazada's Marks (including any goodwill associated therewith) will inure to the benefit of the Lazada Group; and
(d)you shall not register or attempt to register any trademarks and/or domain names which are identical or similar to Lazada’s Marks in relation to any classes of goods and services anywhere in the world.
9.6. You may sub-licence rights granted under Clause 9.4 to your Users solely to the extent that such sub-licence is necessary to enable your Users to use your Application for the purposes permitted under these Terms of Use, and provided that any act or omission by your Users amounting to a breach of these Terms shall be deemed a breach by you.
9.7. You may provide Lazada with feedback on your access or use of the Open Platform, the Tools and/or Lazada Services. You hereby grant Lazada all rights, title and ownership of such feedback, including without limitation all Intellectual Property Rights therein. Lazada may use such feedback for any and all purposes in its sole discretion without any obligations owed to you.
10.USE OF LAZADA CONTENT
10.1. You shall not perform, facilitate or support others in performing any of the following prohibited practices:
(a)decode, circumvent, reverse assemble, reverse engineer, re-identify, de-anonymize, unscramble, unencrypt, or reverse hash, or reverse-engineer Lazada Content that is provided to you for any reason whatsoever, including to determine or verify the identities or profiles of any Use;
(b)display Lazada Content relating to the performance of any Lazada Service relative to the performance of any other third-party services;
(c)use Lazada Content with the intent to design, build, promote or otherwise benefit any services in competition (whether directly or indirectly) to Lazada Services and/or Lazada Marketplaces;
(d)sell, license, purchase, rent, trade, distribute, store, copy, modify, or otherwise make available for use any Lazada Content, other than allowed for pursuant to these Terms;
(f)and disclose, disseminate or permit the disclosure, dissemination or use of any Lazada Content made available to you through the Open Platform by any means or in any form, except as an integral part of your Application and in accordance with these Terms.
10.2. Without prejudice to such other guidelines which Lazada may issue from time to time, you hereby agree to comply with the following provisions:
(a)All Lazada Content displayed within your Application shall be subject to the following provisions in respect of the display:
(i)in relation to any User, the Application may only display:
(A)Lazada Content which is publicly available within the Lazada Services (in the event that any Lazada Content ceases to be publicly available, you must promptly remove such Lazada Content from the display);
(B)Lazada Content which is specific to the Lazada Account of the User; and
(C)subject to the explicit prior consent of such other User, Lazada Content which is specific to the Lazada Account of such other User;
(ii)Lazada Content may not be combined or comingled with non-Lazada Content; and
(iii)Lazada Content must be kept reasonably up to date.
(b)You shall seek Lazada’s prior written consent before using any Lazada Content in a manner which allows you or your Users to derive any of the following information:
(i)any site-wide statistics across the Lazada Marketplaces or within any Lazada Marketplace;
(ii)take-up rates for any programs that involves sponsored listings;
(iii)statistics relating to the performance (financial or otherwise) of any Lazada Services (including but not limited to statistics like gross merchandise values or net merchandise values);
(iv)average selling price or gross merchandise value sold for any Lazada category;
(v)aggregated Seller or Buyer Data (for example, Personal Data, Lazada User’s behavior or preference);
(vi)data relating to the performance of Sellers, either individually or in aggregate (for example, performance data related to promotional campaigns, ad placements, or sponsored listings);
(vii)aggregated data relating to transactions conducted through third-party affiliates;
(viii)data comparing User’s utilisation of Lazada Services and the services of any third-party;
(ix)information relating to specific Lazada Users or types of Lazada Users;
(x)conversion, completion or success rates; and
(xi)any other information as may be prescribed by Lazada from time to time;
whether directly from the Lazada Content or indirectly from the Lazada Content and any data and other information which you or your User has or is likely to have access. Lazada reserves the right to require you to cease the use of any Lazada Content which may allow for the derivation of any of the information set out above and/or where applicable and without any liability whatsoever, take one of more of the measures as set out in the Policies and/or the Terms.
(c)Unless expressly permitted by Lazada, you will not display any web page served by Lazada servers in an aggregated display of different web pages in a browser display area (for example, by framing or mirroring).
11.DATA PROTECTION
11.1. You acknowledge and agree that Lazada shall Process User Data in connection with its provision of the Open Platform, the Lazada Seller Service Market and Tools in accordance with the terms of the Privacy Policy.
11.2. You consent to Lazada's collection, use and disclosure of your Personal Data for the following purposes (which shall be in addition to those set out in the Privacy Policy, as may be applicable):
(a)managing the contractual relationship between Lazada and you under the relevant terms and conditions;
(b)administering the Lazada Open Platform Developers Program;
(c)developing, maintaining and providing the Open Platform, the Tools and the Lazada Open Platform Developers Program;
(d)verifying and conducting checks on your identity and your use of the Open Platform and the Tools;
(e)monitoring and conducting checks on your compliance with these Terms; and
(f)complying with Applicable Laws and requests from any governmental authority, statutory authority or other authority;
11.3. To the extent that you are a Seller you acknowledge and agree that your Processing of Buyer Data vis-à-vis Lazada (including, your Processing of Buyer Data in connection with the Open Platform, the Lazada Seller Service Market and/or the Tools) shall be governed by the data processing terms set out in the Lazada Terms of Service (Seller) (formerly known as Marketplace Agreement) and any other policies and/or guidelines issued by Lazada and communicated to you.
11.4. To the extent that you are a Developer:
(a)you acknowledge and agree that you are only permitted to access and/or Process Seller Data via and/or in connection with your use of the Open Platform, the Lazada Seller Service Centre and Tools on condition that you are engaged under written data processing terms (meeting the requirements of applicable Data Protection Law) by the applicable Seller and where authorized to do so on their behalf;
(b)you represent and warrant to:
(i)only process Buyer Data where you have been duly authorized to do so by the applicable Seller and in accordance with your data processing terms with the Seller;
(ii)only process Buyer Data in accordance with the instructions of the applicable Seller of your Application (including, without limitation, any instructions or prohibitions related to any cross-border transfer of any Personal Data) and only for the purposes of providing your services to the Seller;
(iii)provide the applicable Seller and Lazada with any documentation as requested to evidence compliance with applicable Data Protection Laws and appropriate technical and organizational security measures (which shall, in any event comply with the Security Measures and the terms and conditions set out in Schedule 1 (Section 2: Cybersecurity) to enable the Seller and/or Lazada to carry out any due diligence which it may require in order to authorize you to access the Lazada Users’ Personal Data via the Open Platform, the Lazada Seller Service Market and/or Tools;
(iv)where required by applicable Data Protection Law, enter into appropriate data processing terms with the Seller which govern your processing of Buyer Data on behalf of the Seller in accordance with the requirements of applicable Data Protection Law;
(v)comply at all times with any and all obligations you are subject to under applicable Data Protection Laws, and use best endeavours to ensure that none of your acts or omissions cause Lazada and/or any members of the Lazada Group, whether directly or indirectly, to be in breach of any such laws.
(c)You agree to unconditionally defend, indemnify and hold harmless, and, at Lazada’s option, defend the Lazada Indemnitees, from and against any and all Losses arising out of, or relating to, any non-compliance with this Clause. If Lazada reasonably determines that any indemnified claim might adversely affect Lazada and/or any members of the Lazada Group in any way, Lazada may take control of the defense at your expense. You shall not consent to the entry of any judgment or enter into any settlement of a claim without Lazada’s prior written consent.
11.5. Without prejudice to the foregoing, with respect to any Data Breach involving any Personal Data of the Buyer, the Seller or any User accessed via the Open Platform, you shall comply with the terms and condition set out in Schedule 1 (Section 1: Developer’s Data Breach).
12.AUDIT RIGHTS
12.1. Subject to Applicable Laws and without prejudice to the provisions of Clause 11 and Schedule 1 of these Terms and Lazada Seller Service Market Terms (to the extent applicable), you will maintain a complete audit trail and maintain records and supporting documentation for all financial and non-financial transactions relating to your use of the Open Platform, Lazada Seller Service Market and Tools for a period of not less than six (6) years after the termination or deletion of your Account.
12.2. Lazada reserves the right to monitor and audit your compliance with these Terms, and during the term of this Agreement and for a period of two (2) years after the termination or expiry thereof Lazada and/or its representatives shall be entitled to perform audits and inspections on you (including your resources, systems, infrastructure, practices and procedures and premises) to: (a) verify the integrity of all Lazada Confidential Information and Data (including Personal Data) and the systems that process, store, support and transmit such Confidential Information and Data (including Personal Data); and (b) examine your performance of the obligations under the Terms of Use and Applicable Laws.
12.3. You shall, and shall ensure that Your Personnel, provide all reasonable assistance and cooperation to Lazada and its representatives, including:
(a)promptly making available to Lazada and its representatives (and in any event, no later than seven (7) days following a request from Lazada or its representative to do so), the data and records contemplated under this Clause 12, and all other necessary materials, documents, assessment and information to enable Lazada to confirm that you have complied with your obligation under these Terms;
(b)permitting immediate access in the event of any potential or actual breach by you or Your Personnel of the Applicable Laws (including but not limited to the Data Protection Laws) in accordance with the provisions of Schedule 1;
(c)without prejudice to Clause 12.2, permitting Lazada and its representatives to conduct an audit or inspection on-site at the premise of the Developer, provided that Lazada has notified you seven (7) days in advance (or such lesser time period if required to comply with Applicable Law or a direction from a regulatory authority); and
(d)permitting Lazada and its representatives to make copies of the relevant Data and records (whether physical or electronic) contemplated under this Clause 12.
12.4. At Lazada's request, you shall provide Lazada free access to use your Application for the purpose of monitoring and auditing your Application. Such right to monitor and audit may include Lazada accessing and using your Application, requesting for documents and information, visiting your facilities and interviewing Your Personnel and sub-contractors.
12.5. Where an audit or inspection under this Clause 12 reveals that the Developer is not complying with any obligation under the Terms, or risks are identified in respect of the manner in which the Developer is performing its obligations, then if requested by Lazada, the Developer shall take and shall ensure that its Personnel take, such actions as are necessary to promptly remedy the non-compliance or to mitigate the risk or provide Lazada with a plan acceptable to Lazada for remediating the risk. If (i) the issues are not corrected, or (ii) if an acceptable plan for correcting them is not agreed to during such period, or (iii) if an acceptable plan is not executed according to its schedule, Lazada may without limitation to any other rights and remedies it may have under the Terms and/or under law, by giving you written notice thereof, immediately terminate the Terms (and/or your access to the Open Platform, the Tools, and/or the Lazada Services) in whole or in part.
12.6. This Clause 12 shall survive termination of these Terms (howsoever occasioned).
13.CONFIDENTIALITY
13.1. "Confidential Information" includes, without limitation, the Tools, Lazada Content, Personal Data, your Account, any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. For the avoidance of doubt, Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. Confidential Information shall not include any information that: (a) is already known to you at the time of disclosure by Lazada; (b) is, through no act or failure to act by you, becomes publicly known; or (c) is received by you from a third party without restriction on disclosure or breach of an obligation of confidentiality.
13.2. You hereby agree to maintain as confidential at all times all Confidential Information obtained from the Lazada Group and you shall not (i) directly or indirectly disclose, or permit the Confidential Information to be disclosed, to any person; or (ii) use the Confidential Information, to the detriment of the Lazada Group except:
(a)as required by the Applicable Laws;
(b)to the extent that the Confidential Information is already or becomes public knowledge, otherwise than as a result of your breach of these Terms;
(c)as authorised in writing by Lazada and/or its Affiliates (as applicable); or
(d)as permitted by these Terms.
13.3. Any information you provide to Lazada pursuant to these Terms shall not be considered as Confidential Information, and the Lazada Group may use any such information without any liability or responsibility to you.
13.4. This Clause 13 shall survive termination of these Terms (howsoever occasioned).
14.MODIFICATIONS
14.1. Lazada may from time to time, without giving any reason or prior notice, modify, upgrade, suspend, discontinue ("Modification") any of the Open Platform, the Tools and Lazada Services, and Lazada shall not be liable if any such Modification affects your Application or prevents you from accessing any of the Tools and/or Lazada Services (including the Lazada Seller Service Market). In the event that any Modification affects your Application, you shall (at your own cost) make the required changes to ensure compatibility with or interface with the APIs and other relevant Lazada Services.
14.2. You acknowledge that Lazada may at any time in its full discretion, whether by notice through the Open Platform or by such other method of notification as Lazada may designate (which may include notification by way of e-mail or other modes of communication (such as in-app messages, instant messages etc)), vary any of these Terms, such variation to take effect on the date specified by Lazada through the above means. We will use commercially reasonable efforts to notify users of any material changes in advance. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. It is your responsibility to review these Terms for changes. If you continue to use the Open Platform, the Tools and/or any Lazada Services after the effective date of the updated Terms, you are deemed to have accepted such variation. If you do not accept the variation, your sole and exclusive remedy is to stop access to and use of the Open Platform, the Tools and Lazada Services and terminate these Terms. Lazada's right to amend these Terms shall be exercisable at its sole and absolute discretion.
15.LIMITATION OF RESPONSIBILITY AND LIABILITY
15.1. The Open Platform, the Tools and Lazada Services are provided on an “as is” and “as available” basis. You agree that the use of the Open Platform, the Tools and Lazada Services is at your sole risk. To the fullest extent permitted by Applicable Laws, Lazada makes no representations or warranties of any kind, implied, express or statutory, including without limitation the warranties of accuracy, non-infringement of third-party rights, title, merchantability, satisfactory quality, fitness for a particular purpose or that your use or access to the Open Platform, the Tools or Lazada Services will be uninterrupted or error-free, in conjunction with the Open Platform, the Tools or Lazada Services.
15.2. Without prejudice to the generality of the foregoing, Lazada does not warrant:
(a)the accuracy, timeliness, adequacy, commercial value or completeness of all data and information contained in the Open Platform, the Tools and Lazada Services;
(b)that any of the Open Platform, the Tools and Lazada Services are error free or will operate without interruption or are compatible with all equipment and software configurations, or that any identified defect will be corrected;
(c)that the Open Platform, the Tools and Lazada Services are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros;
(d)that the Open Platform, the Tools and/or Lazada Services do not infringe the rights (including intellectual property rights) of any third party and/or that your use of the Open Platform, the Tools and/or Lazada Services will not infringe the rights (including intellectual property rights) of any third party;
(e)the Open Platform, Tools and Lazada Services will meet your requirements or will fit your purposes, whether or not such requirements or purposes have been informed to Lazada or otherwise;
(f)an Application can be successfully created, developed or operated using the Open Platform, the Tools and/or Lazada Services;
(g)the security of any information transmitted by you or to you through the Open Platform, the Tools or Lazada Services, and you accept the risk that that any information transmitted or received through the Open Platform, the Tools or Lazada Services may be, for example, accessed by unauthorised third parties or disclosed by Lazada or its officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the Internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the Internet.
15.3. To the maximum extent permitted under Applicable Law, the Lazada Indemnitees shall not be liable to you for (i) any direct, consequential, special, indirect, exemplary, punitive or other liability whether in contract, tort, or any other legal cause of action under these Terms or Lazada Seller Services Market Terms; or (ii) for any Losses whatsoever or howsoever caused, regardless of the form of action, arising directly or indirectly in connection with your use of the Open Platform, the Tools or Lazada Services, including (but not limited to):
(a)any access, use or inability to use or delay in the use of the Open Platform, the Tools, Lazada Services or any website or webpage linked to the Open Platform or any Lazada Services;
(b)unforeseen circumstances preventing the proper performance of the Open Platform, the Tools, Lazada Services (including Lazada Seller Service Market) or Lazada Marketplace despite any reasonable precautions taken by Lazada. Such circumstances include, but are not limited to, Force Majeure Event(s), theft, equipment or system failure, hacking attack and unusually high levels of use which have the effect of causing disruption or delay in the Open Platform or Lazada Services;
(c)reliance on any Tools, Lazada Services and Lazada Content. You should not act on any data or information without first independently verifying its contents;
(d)any incompatibility between the Open Platform, the Tool, Lazada Services and your Application or any transmissions or transactions carried out by you in connection with the Open Platform, the Tools and/or Lazada Services;
(e)any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and
(f)any use of or access to any other website or webpage linked to the Open Platform, even if advised of, or having contemplated, the possibility of such liability.
15.4. Any risk of misunderstanding, error, damage, expense or Losses resulting from the use of the Open Platform and/or Lazada Services is entirely at your own risk and the Lazada Indemnitees shall not be liable therefor.
15.5. Notwithstanding anything in these Terms, certain Applicable Laws may imply warranties or conditions or impose obligations upon Lazada which cannot be excluded, restricted or modified except to a limited extent. To the extent that such legislation applies, these Terms shall be read subject to such Applicable Laws and nothing in these Terms is intended to alter or restrict the operation of such Applicable Laws.
15.6. Notwithstanding anything to the contrary in these Terms, Lazada’s total aggregate liability towards you for any direct loss or damage due to any and all events arising out of or in connection with these Terms, whether in tort (including negligence), breach of contract or otherwise, shall be limited to a sum to USD 1,000. To the extent permitted by Applicable Laws, any claim by you under or in connection with these Terms must be notified to Lazada within six (6) months from the date on which you and/or the party bringing the claim became aware or ought reasonably become aware of the act or omission on which the claim is based. For the avoidance of doubt, no Lazada Indemnitee will be liable for any claim you make after said deadline.
16.INDEMNITIES
16.1. To the fullest extent permitted by the Applicable Laws, you agree to indemnify and hold harmless the Lazada Indemnitees from and against all Losses arising out of or relating to your use of the Open Platform, the Tools and/or Lazada Services, including (but not limited to):
(a)any activity, access or use of any of the Open Platform, the Tools and/or Lazada Services that is referable to your Account, whether or not authorised by you;
(b)any non-compliance by you, your Authorised Users and/or your Applications with any Applicable Laws, the Terms, and Lazada Seller Service Market Terms and the Policies;
(c)your Application Content;
(d)your actual or alleged breach of any of these Terms and Lazada Seller Service Market Terms (including but not limited to your undertakings, representations, warranties or obligations set forth in the Terms and Lazada Seller Service Market Terms);
(e)your actual or alleged infringement of any third party right of any nature whatsoever;
(f)your actual or alleged breach of any term or condition of any third party contract or third party software licence agreement; and
(g)your negligent or willful conduct.
To the extent permitted under Applicable Laws, Lazada will give you prompt notice of any Losses, however failure to provide such notice shall not relieve you of your liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure.
16.2. To the fullest extent permitted by the Applicable Laws, you agree to:
(a)defend the Lazada Indemnitees against any third-party legal proceeding and pay damages finally awarded to such third party and against the Lazada Indemnitees or pay any settlement agreed to by the Lazada Indemnitee as a result of and to the extent attributable to a third party claim that (i) any of your Applications and User Materials infringe the Intellectual Property Right of a third party, or (ii) arises from your breach of these Terms and Lazada Seller Service Market Terms; and
(b)without prejudice to Clause 16.2(a), cooperate fully in the defence of any third-party legal proceeding.
16.3. Notwithstanding the foregoing, a Lazada Indemnitee reserves the right to control its own defense and follow such course of action as it reasonably deems necessary to protect its interests, and you shall fully indemnify the Lazada Indemnitee for all costs (including legal fees and settlement payments) reasonably incurred in such course of action.
17.HYPERLINKS, ALERTS AND ADVERTISING
17.1. For your convenience, Lazada may include hyperlinks to other websites or content on the Internet that are owned or operated by third parties. Such linked websites or content are not under the control of Lazada and Lazada shall not be liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.
17.2. Lazada may attach banners, java applets and such other materials to the Open Platform and Lazada Seller Service Market for the purposes of advertising any products of services of Lazada, its Affiliates or certain third parties. For the avoidance of doubt, you shall not be entitled to receive any payment, fee or commission in respect of any such advertising or other promotional materials.
18.TERMINATION
18.1. These Terms may be terminated by the following means:
(a)Lazada may, from time to time, without giving any reason and without any liability, (i) disable, suspend, or terminate your Account, access to the Open Platform, the Tools, Lazada Services and any part thereof, or (ii) terminate these Terms and any licence granted to you hereunder, with seven (7) days’ notice made through the Open Platform or by such other method of notification as Lazada may designate (which may include notification by way of e-mail or other modes of communications (such as in-app message, instant message etc));
(b)Lazada may terminate these Terms with immediate effect and without further notice if the Developer is:
(i)subject to a petition seeking commencement of bankruptcy, reorganization, liquidation, court receivership or any similar proceedings is filed or any of them is commenced against the Developer, or the Developer becomes bankrupt or insolvent;
(ii)in material breach of the Terms and fails to correct such breach within seven (7) days (or such longer period as Lazada may prescribe) from the receipt of notice demanding such correction; or otherwise in accordance with these Terms, including without limitation, pursuant to Clauses 2.5, 2.9, 5.4, 8.2, paragraphs (a)(vii) and (d) of Section 1 Schedule 1, and paragraphs (c) of Section 2 Schedule 1.
(c)You may only terminate these Terms and your Account by giving seven (7) days' prior notice in writing to Lazada.
18.2. Upon the termination of these Terms for any reason:
(a)your Account (including all authorization and licences) granted by Lazada and/or Lazada User to you in respect of the Lazada Content and the Open Platform, the Tools or Lazada Services under these Terms will automatically terminate with immediate effect and all Applications submitted under your Account shall be suspended and/or removed with immediate effect;
(b)you will destroy and permanently delete all copies of Lazada Content (including Personal Data), Lazada Marks and Confidential Information in your possession, custody or control within fourteen (14) days (or within such time period as may be notified to you by Lazada), and provide written proof or certification of destruction to Lazada upon request unless the retention of such information is required by Applicable Laws. If you are required to keep Personal Data under Applicable Laws, you must retain proof of the applicable legal or regulatory requirement and provide it without undue delay if requested by Lazada or its Affiliates.
(c)you will immediately cease all use and access to the Open Platform, Tools and Lazada Services; and
(d)you will take all reasonable steps requested by Lazada and/or its Affiliates (as applicable) in making an orderly transition to ensure that Lazada Users who are using your Applications are not prejudiced.
18.3. Termination of these Terms for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach which existed at or before the date of termination.
18.4. On termination of these Terms for any reason, Clauses which are by their nature intended to survive shall continue in full force and effect. Such Clauses include for example, Clauses 3 (General Terms Relating to the Open Platform), 9(Intellectual Property Rights), 11 (Data Protection), 12 (Audit Rights), 13 (Confidentiality), 15 (Limitation of Responsibility and Liability), 16 (Indemnities), 18 (Termination), 19 (General Provisions) and 20 (Governing Law and Dispute Resolution).
19.GENERAL PROVISIONS
19.1. Assignment: You may not assign your rights under these Terms without the prior written consent of Lazada. Lazada may assign its rights under these Terms to any third party. Lazada has the right to transfer, assign or novate all the rights and obligations hereunder to any of its Affiliates without your prior consent. Upon any assignment by Lazada, Lazada will give you a transfer notice through website announcement or otherwise. You agree that upon any such transfer, unless the terms of such notice indicate otherwise, Lazada shall be fully released and discharged from all of its obligations hereunder.
19.2. Binding and conclusive: You acknowledge and agree that any records (including records of any telephone conversations relating to the Open Platform, if any) maintained by Lazada or its service providers relating to or in connection with the Open Platform and Lazada Services shall be binding and conclusive on you for all purposes whatsoever and shall be conclusive evidence of any information and data transmitted between us and you. You hereby agree that all such records are admissible in evidence and that you shall not challenge or dispute the admissibility, reliability, accuracy or the authenticity of such records merely on the basis that such records are in electronic form or are the output of a computer system, and you hereby waive any of your rights, if any, to so object.
19.3. Correction of errors: Any typographical, clerical or other error or omission in any acceptance, invoice or other document on the part of Lazada shall be subject to correction without any liability to you.
19.4. Cumulative rights and remedies: The rights and remedies provided under these Terms are cumulative and are without prejudice and in addition to any rights or remedies the Lazada Group may have in law or in equity, and no exercise by the Lazada Group of any one right or remedy under these Terms, or at law or in equity, shall (save to the extent, if any, provided at law or in equity) operate so as to hinder or prevent the Lazada Group's exercise of any other such right or remedy as at law or in equity.
19.5. Public Statements: You shall not issue any public statement or comments relating to the Lazada Open Platform Developers Program and/or the Lazada Seller Service Market unless you have obtained prior consent in writing from Lazada. You permit Lazada to make public statements about your participation in the Lazada Open Platform Developers Program and/or the Lazada Seller Service Market as and when required.
19.6. Entire agreement: These Terms shall constitute the entire agreement between you and Lazada relating to the subject matter hereof and supersedes and replaces in full all prior understandings, communications and agreements between you and Lazada with respect to the subject matter hereof.
19.7. Force majeure: Lazada shall not be liable for any non-performance, error, interruption or delay in the performance of its obligations under these Terms (or any part thereof) or for any inaccuracy, unreliability or unsuitability of the Open Platform, the Tools or Lazada Services if this is due, whether in whole or in part, to a Force Majeure Event.
19.8. Injunctive relief: Notwithstanding any term of the Terms, Lazada Group may seek immediate interim or injunctive relief from the Singapore courts or the courts of any other competent jurisdiction if Lazada or its Affiliates (as applicable) determines in its reasonable discretion that a temporary restraining order or other immediate interim or injunctive relief is an appropriate or adequate remedy due to a breach or non-performance by you or due to the need to preserve the status quo, preserve evidence, or prevent the dissipation of assets.
19.9. Language: In the event that these Terms are executed or translated in any language other than English, the English language version of these Terms shall govern and shall take precedence over the translated version.
19.10. No waiver: No failure or delay by the Lazada Group to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.11. Notices
(a)Unless otherwise provided in these Terms or agreed to between the parties, all notices or other communications shall be deemed to have been duly given and received by you if made in writing and:
(i)communicated through any print or electronic media or any other form of electronic communication (including by way of electronic mail) as Lazada may select will be deemed to be notified to you on the date of publication or sending; or
(ii)sent by post or left at your last known address, in which case it will be deemed to be received by you on the day following such posting or on the day when it was so left.
(b)You may only give notice to Lazada in writing sent to its registered corporate address or via the designated e-mail address, and Lazada shall be deemed to have received such notice only upon receipt. While Lazada endeavours to respond promptly to notices from you, Lazada cannot guarantee that it will always respond with consistent speed.
(c)Notwithstanding the above, Lazada may from time to time designate other acceptable modes of giving notices (including but not limited to the publication of such notice on the Open Platform) and the time or event by which such notice shall be deemed given.
19.12. Independent contractors: You agree that You and Lazada are independent contractors and no partnership, agency, joint venture, or employer-employee relationship is created between you and Lazada pursuant to these Terms or by You registering as a Developer and/or User.
19.13. Rights of third parties: No person, other than you, Lazada and members of the Lazada Group, shall have the right to enforce any provision of these Terms under the Contracts (Rights of Third Parties) Act (Chapter 53B) of Singapore or any similar legislation in any jurisdiction, except that: (a) each member of the Lazada Group shall have the right to enforce any rights and benefits conferred on it in this Agreement against you directly; and (b) each Lazada Indemnitees shall have the right to enforce the rights or benefits of any indemnity, limitation or exclusion of liability in these Terms against you directly. Nothing in the foregoing shall affect the rights of any permitted assignee or transferee of these Terms.
19.14. Severability: If at any time any provision of these Terms shall be or shall become illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of these Terms shall not be affected or impaired thereby, and shall continue in force as if such illegal, invalid or unenforceable provision was severed from these Terms.
19.15. Sub-contracting and delegation: Lazada reserves the right to delegate or sub-contract the performance of any of its functions in connection with the Open Platform, the Tools or Lazada Services and reserve the right to use any service providers, subcontractors or agents on such terms as it deems appropriate.
20. GOVERNING LAW AND DISPUTE RESOLUTION
20.1. These Terms and any non-contractual obligations arising out of or in connection with these Terms shall be governed by and construed in accordance with the laws of Singapore.
20.2. Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Singapore. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.
20.3. Without prejudice to any other rights or remedies that the Lazada Group may have, you agree that damages alone would not be an adequate remedy for any breach of these Terms by you. Accordingly, the Lazada Group shall be entitled to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of these Terms.
EXHIBIT A
Minimum requirements for the EULA to be entered into between the Developer and a User:
SCHEDULE 1
DATA PROTECTION AND CYBERSECURITY
Section 1: Developer’s Data Breach
(a) The Developer shall comply with all of the following with respect to Data Breaches:
(i)The Developer shall inform Lazada in writing, as soon as the Developer becomes aware of or suspects or has reasonable cause to suspect that a Data Breach has occurred. Such notification must be made immediately and in no event later than twelve (12) hours after the time of discovery or suspicion of the Data Breach.
(ii)The Developer’s notification to Lazada pursuant to sub-paragraph (i) above shall contain reasonably sufficient information about the Data Breach (if so requested, in the format requested by Lazada), including but not limited to information about (A) the date and time of the Data Breach, (B) the date and time the Data Breach was discovered, (C) the number of affected individuals, (D) the amount and type of affected Personal Data, (E) how Personal Data has been affected (e.g. unauthorised access, use, encryption, tampering, exfiltration etc), (F) whether the Data Breach has been contained and (G) the containment steps already taken or which will be taken by the Developer.
(iii)Lazada may from time to time request for information regarding an actual or suspected Data Breach and the Developer shall use its best endeavours to provide such information to Lazada in writing (if so requested, in the format requested by Lazada) within six (6) hours of receiving a request from Lazada.
(iv)The Developer’s obligation to provide information about the Data Breach under sub-paragraphs (a)(i) and (ii) above shall continue until the Data Breach has been fully resolved (including, where appropriate, when the final decision has been issued by the data protection regulatory authority(ies)). The Developer shall promptly provide Lazada with any and all updated information regarding the Data Breach as and when any developments arise.
(vii)Notwithstanding anything else to the contrary in these Terms, Lazada reserves the right to suspend or terminate the Developer’s access to Personal Data immediately if Lazada becomes aware or reasonably suspects that a Data Breach has been suffered by the Developer.
(b) The Developer shall preserve and retain all relevant records and evidence in connection with the Data Breach for at least two (2) years from (i) the date of the Data Breach; or (ii) where there are any inquiries from or investigations conducted by the relevant regulatory authorities, the date when the final decision has been issued by such relevant regulatory authority(ies)(whichever is the later), unless mutually agreed otherwise by the Parties. The Developer shall make these records and evidence available for Lazada’s inspection and audit upon request by Lazada which may be made at any time including after the expiration or earlier termination of these Terms.
(c) Lazada is entitled to, and the Developer accepts and acknowledges Lazada’s right to, conduct or appoint external parties to conduct scans, checks and assessments on the internet for any Vulnerabilities involving any Lazada-owned servers, assets or Lazada Content that may have been disclosed on the internet without Lazada’s and/or Lazada User’ authorisation. The Developer consents to the access by Lazada and/or such external parties appointed by Lazada to data stored in the Developer’s servers and systems in the course of such scans, checks and assessment due to Vulnerabilities in the Developer’s servers and/or systems. If a Vulnerability is discovered or suspected on the Developer’s servers and/or systems, Lazada may in its discretion inform the Developer and Lazada may require the Developer to undertake remedial actions to rectify or mitigate the Vulnerability which affects any Lazada-owned assets or Lazada Content.
(i)Upon being notified of the Vulnerability, the Developer shall promptly propose remedial actions to rectify, remove or mitigate the Vulnerability within a mutually agreed timeline for Lazada’s approval. Lazada shall not unreasonably withhold approval of the Developer’s proposed remedial actions.
(ii)Upon Lazada’s approval of the proposed remedial actions, the Developer shall complete the proposed remedial actions within a reasonable time as may be prescribed by Lazada depending on the risk rating for such Vulnerability and in any case no later than three (3) months after the date of Lazada’s approval.
(iii)Lazada may from time to time request for information regarding the Vulnerability and the status of the Developer’s remedial actions, and the Developer shall use its best endeavours to provide such information to Lazada in writing (if so requested, in the format requested by Lazada) within two (2) weeks of receiving the request from Lazada.
(d) A breach by the Developer of any obligation under this Schedule shall be deemed a material breach of these Terms and without prejudice to any other rights, claims remedies available to Lazada, Lazada shall be entitled to terminate these Terms pursuant to Clause 18.1(b)(ii)
Section 2: Cybersecurity
(a) The Developer shall implement protective measures for data that are no less rigorous than Good Industry Practices and which are commensurate with the consequences and probability of unauthorised access to, or use, misuse, damage, destruction, or loss of, the data to the extent such data is under the control of or in the possession of the Developer including the requirements as set out in the Security Measures.
(b) Without limiting the foregoing, the Developer shall comply with all reasonable policies, instructions, standards and procedures provided by Lazada to the Developer, and which Lazada reserves the right to update from time to time, regarding any aspect of security of, or access to data, information, material or premises.
(c) A breach by the Developer of any obligation under this Section shall be deemed a material breach of this Agreement and without prejudice to any other rights, claims remedies available to Lazada, Lazada shall be entitled to terminate this Agreement pursuant to Clause 18.1(b)(ii).
(d) Lazada reserves the right to suspend the Developer’s access to Lazada’s Content, information, material or systems if it becomes aware or reasonably suspects that the Developer is in breach of this Section.
(e) The Developer shall notify Lazada of significant changes to its systems and security controls which may affect the Developer’s compliance with this Section. The Parties agree to discuss in good faith measures or solutions to ensure the Developer’s continued implementation of protective measures that are sufficient for the purposes of these Terms and/or Lazada Seller Service Market Terms.
