This Agreement is a valid agreement on use of VIP Open Platform (the “VOP”) and related issues signed and entered into by and between VIP and developers of VOP (the “Developer” or “You”). Developer's acceptance of the Agreement by clicking “Agree” on the web page or by other means is deemed to have entered into the Agreement and agreed to accept all contents herein. VIP herein refers to the Vipshop Holdings Limited or its associated company, which will be designated by the Vipshop Holdings Limited according to specific platform service item, and the Developer will fully accept the designation. Before accepting the Agreement, please confirm that you are a person at least of 18-year-old with full capacity for civil conduct; please read contents hereof (especially for the underlined) carefully and completely. Any questions about terms hereof, please contact VIP customer service for explanation; or consult professionals of related laws to fully understand the Agreement. If you do not agree any content hereof, please conduct no follow-up operation.
The Agreement is entered into in compliance with the VIP Terms of Service and the VIP Open Platform Specifications in order to regulate developers' (the “ISV” or “You”) use of the VIP Open Platform (the “VOP”) and various activities, including but not limited to calling application programming interface (API) through VOP, clarifying rights and obligations of users and the ISV, creating a safe, standard and well-organized open platform, and protecting legitimate interests of users and the ISV.
Article 2.1 VIP Open Platform (or “VOP”) refers to open E-commerce data and business based on VIP platform. VIP will provide some computer software, fundamental data and other supporting materials which can be developed and used by Developer to serve for itself or other VIP users. Developer can call the established functional service by API of VOP and visit user-related data provided by VIP or authorized by users and/or other data information from VIP's APP, or provide data for VIP through its APP. VOP can include but not limited to one or more APIs, programming tools and files, and Developer can release its developed APP to VOP for users free of charge or in charge.
Article 2.2 VIP Users (the “User”) refers to all companies or persons using APP developed by Developer based on VOP in a direct or indirect way among Users of www.vip.com and all websites thereunder (update and confirmation of VIP shall prevail), and visitors of related data of Developer’s APP.
Article 2.3 Developer (or “ISV”) refers to companies or persons allowed for APP development through effective application and approval among members of VIP website.
Article 2.4 APP refers to software or service developed based on VOP by Developer, including APP for self-use and for others.
Article 2.5 API, short for Application Programming Interface, refers to some predefined functions, aiming to provide APP and Developer the capacity to access a set of routines based on certain software or hardware and without access to source code or understanding of detailed internal working mechanism. API is divided into Base API and Premium API by VIP based on its functions, data value and safety. Base API opens to all developers free of application, but Premium API can be used only through specific application procedures and approval. Classification of API will be adjusted along with the business development, and VIP will issue these adjustments in VOP's announcement and API file.
Article 2.6 Developer account refers to User account (or User name) distributed by VIP to applied and verified Developer.
Article 2.7 appId refers to APP UID granted by VIP during Developer’s application of development of new APP; appSecret refers to APP key distributed by VIP, which can guarantee reliability of APP source under certain technical conditions.
Article 3.1 VIP will provide Developer network environment and technical support related to APP development, including API development and package, system environment for APP development and operation, and related Internet technical service.
Article 3.2 VIP will provide platform and convenience for issues related to APP license between Developer and User, but assumes no liability for relations between the two sides established based on issues related to APP license. Related distributes shall be settled by Developer and User according to laws, and VIP may assist distribute settlement based on laws and relevant agreements.
Article 3.3 VIP is entitled to check registration data and transaction behaviors of Developer and User, and inquiry Developer or issue notice of modification for Developer where any problems or doubts found in registration data or transaction behaviors, or it can delete it directly.
Article 3.4 In case that the following circumstances are found or deemed to be existed, VIP may judge related contents based on its ordinary or non-professional understandings; for contents or behaviors VIP considers to be improper or against the laws, it is entitled to delete related information or cease to provide service for the Developer or adopt other restrictive measures, and entitled to investigate related legal liabilities:
(1) VIP found certain Developer may have illegal or improper conducts, such as fraud, steal, transmission of computer viruses, violations of User privacy, etc.
(2) Administrative law enforcement or judicial authorities have conducted an investigation or made some decisions or verdicts on conducts of certain Developer on VOP;
(3) VIP was informed by a third party, or learned from the media or other third parties that certain Developer or specific application item may have major problems.
(4) VIP was informed by User or a third party that VOP has illegal or improper conducts, e.g. Developer falsely obtained User’s private information.
(5) Developer released harmful or immoral information, including but not limited to information that was suspected of being involved in delinquency and violation of legitimate interest of a third party, Socialist Spiritual Civilization and social conventions, or information that was deemed to be improper by VIP.
Article 3.5 In case that VIP considers Developer’s online account contains activities that breached the Agreement or infringed other’s rights, VIP may suspend the account unilaterally, and suspend or terminate Developer’s use of related service or account. Article 3.6 Developer agrees that VIP is entitled to use Developer’s registration information, User name, password, etc. to log in Developer’s registered account to preserve evidence, including but not limited to notarization and witness.
Article 4.1 Developer undertakes to comply with VIP Terms of Service for VIP’s website in the meantime.
Article 4.2 Developer can use its VIP User name and password to log in VOP; meanwhile, it shall carefully keep them, without lending for others’ use, and assumes full liabilities for all activities and events in its User name.
Article 4.3 Developer claims and ensures that APP developed and released on VOP is in accordance with the following requirements: (1) True, legal, accurate and complete, excluding all obscene, pornographic, immoral, fraud, libel (including commercial libel), unlawful threatening or harassing contents;
(2) No infringement of any legitimate right or interest enjoyed by a third party, including but not limited to intellectual property, business secret, etc. of the third party.
(3) No violation of any laws, regulations, rules or provisions (including but not limited to laws, regulations, rules or provisions on regulating Internet website, Internet information and unfair competition);
(4) Containing no malicious programs or virus of any type; no interferences or interference attempts of normal operation of VOP, other Developer’s APP or any part or function of Developer’s APP;
(5) No direct or indirect link to the following contents: (i) commodity or service prohibited by any laws, regulations, rules or provisions; or (ii) commodity or service with no right to link or contain.
(6) No using VOP VIP data and any other data (including but not limited to any User data, User transaction information, User service data of the Developer’s product, Buyer, Seller and member data on VIP’s website) obtained through VOP technical interface, open channel and based on cooperation hereunder for any other purpose other than the Agreement (including but not limited to independent development and application, separate sell or cooperation with any other third party); no using falsely obtained member data of VIP and its website for transaction or obtaining illegal profit; no using other Developer’s appId, appSecret or related authorization to obtain data of User, VIP or its website, otherwise VIP is entitled to terminate the Agreement ahead of time, meanwhile, Developer shall assume all legal liabilities for breach, and give full compensation for all loss of VIP, User and all member of its website.
(7) No obtaining access right of User name, password or other authentication credentials of VIP and its website from any Users through request, collection, claim or other ways; no providing proxy authentication credentials for any User’s automatic login to VIP’s website; no providing function like “tracking”, “interception”, “surveillance”, etc., including but not limited to identifying other Users’ view or manipulation on archive file of Developer’s APP.
Article 4.4 Developer agrees that VIP reserves all rights of VOP outcomes (including but not limited to User registration data, User service data of the Developer’s APP). Developer undertakes not to save, use or authorize others to use the above mentioned outcomes without VIP’s prior written approval.
Article 4.5 Developer agrees to accept mails and information sent by VIP and its partners, and to help promote commercial advertisement and other information.
Article 4.6 In being Developer of VOP after successful application and approval, Developer will obtain unique appId and appSecret when applying for a new APP. Developer agrees to obtain APP identification (appId) and key (appSecret) in a rightful way provided by VOP. Developer assumes full liabilities for confidentiality of appId and appSecret. Developer agrees not to use appId and appSecret of other Developer at any time, nor to disclose its own appId and appSecret to a third party. Developer agrees to inform VIP immediately when discovering or suspecting others of using its own appId and appSecret without authorization. VIP assumes no liability for Developer’s use of appId and appSecret, including but not limited to access, change or delete, destroy, damage, loss or save failure without authorization.
Article 4.7 Developer shall not indicate VIP to recommend, join, sponsor or recognize Developer’s APP, including but not limited to using any variant, abbreviation or misspelling of title or logo of VIP or its associated company in Developer’s APP title or left side URL of TLD.
Article 4.8 It is clearly understood and agreed by Developer that it will compensate VIP, including reasonable attorney fees due to its violation of related laws or provisions of the Agreement, which resulted in any loss of VIP, claim for compensation by any third party, or punishment by any administrative department. Article 4.9 The Agreement is formulated based on related state laws and regulations, in which Developer agrees to strictly follow the following obligations:
(1) No transmission or release of comments inciting to resist or breaking the Constitution or laws or the implementation of administrative regulations; comments inciting to overthrow the government or the socialist system; comments inciting division of the country, harming national unification; comments inciting hatred or discrimination among nationalities or harming the unity of the nationalities is allowed;
(2) Data transmission from mainland China to overseas countries must be in accordance with related Chinese regulations;
(3) No money laundering, infringement of business secrets, steal personal information and other criminal activities on VOP is allowed;
(4) Normal operation of VOP shall not be disturbed, and VOP and National computer information system shall not be hacked;
(5) No transmission or release of any illegal, criminal, harassing, libelous, insulting, harmful, vulgar, obscene or uncivilized materials is allowed;
(6) No transmission or release of information or comments harmful to national and social public interest and related to national security is allowed;
(7) Instigating others to engage in activities prohibited by the Article is not allowed;
(8) No profit-making business activities using account registered on VOP without VIP's approval is allowed;
(9) Contents infringing other's copyright, trademark right and other intellectual properties or legitimate rights shall not be issued;
Developer shall from time to time pay attention to and abide by various legitimate rules and provisions issued or modified by VOP from time to time. VIP reserves the right to delete all illegal or untrue information without informing User.
Where User fails to abide by the above provisions, VIP is entitled to make independent judgment and suspend or close User's account or adopt other measures. User shall bear legal responsibilities for its on-line speech and behavior.
Article 5.1 APP developed by Developer shall be only traded on line; VIP assumes no commitment, warranty or guarantee for APP transaction.
Article 5.2 It is clearly understood and agreed by Developer that, before providing APP license to User, it shall sign corresponding Software License Agreement independently with User, and abide by the agreed provisions strictly.
Article 5.3 APP descriptions: text description, pictures and/or photos showed on VOP provided by Developer may be (1) description for APP legally owned by Developer for transaction; or (2) description for APP that User is looking for. Developer may issue description of any kind of APP, or of two kinds at the same time, with the condition that Developer must obtain VIP's approval and classify the APP descriptions in correct categories. VIP assumes no liabilities for accuracy or contents of APP description.
Article 6.1 VIP is entitled to terminate providing service for the Developer who breached the related provisions of the Agreement. If the Developer again directly or indirectly registers and logs in VOP in the name of other people, VIP is entitled to terminate providing service for the Developer unilaterally.
Article 6.2 In case that VIP found E-mail address provided by Developer in registration doesn't exist or fails to receive message during VIP's contact with Developer, VIP will inform Developer in other ways to change the E-mail address; if Developer fails to provide new E-mail address within three work days, VIP is entitled to terminate providing service for the Developer.
Article 6.3 In case that VIP found false data or information provided by Developer, VIP is entitled to terminate service providing for the Developer at any time.
Article 6.4 VIP may in its absolute discretion, terminate providing service or part of service for the Developer or User at any time, then VIP will inform Developer or User by web announcement or other reasonable ways.
Article 6.5 After termination of service, VIP assumes no liability to reserve any information related to Developer's original accounts, or forward any message haven't read or sent to Developer or User or a third party, and shall not be liable for Developer or User or any third party upon termination of service.
Article 6.6 Irrespective of reasons and ways resulted in termination of service between VIP and Developer, VIP reserves the right to:
(1) Save or don't save the Developer's data and previous transaction records;
(2) Recourse any compensation totally borne by Developer resulted from illegal or breach behavior of Developer before termination of the Agreement.
Article 6.7 For Developer's transaction behavior before termination of the Agreement, the following principles will prevail:
(1) For unsettled or uncompleted transactions between Developer and User before termination of service, VIP is entitled to delete the transaction information when suspend or terminate service;
(2) For specific agreed transactions between Developer and User before termination of service, VIP is entitled to choose whether to cancel the transaction or not, and entitled to inform the counterparty of Developer or User the termination of service.
Article 7.1 Developer agrees to independently bear all risks and consequences of development, operation, support and maintenance of its APP.VIP bears no liability for any inaccurate or untrue contents released on VOP, whether those inaccuracies are resulted from User or from any equipment or procedure which used by or connected with the APP.
Article 7.2 VOP is for Developer and User to look for transaction object, negotiate transaction based on the APP and to obtain or use various APPs only. Signing the Agreement doesn't mean VIP becoming participant of transaction between Developer and User on VOP. For the above mentioned transaction, VIP provides technical service only, without express or implied guarantee for legality and validity of Developer and User's behaviors and APP's authenticity, legality and validity.
Article 7.3 It is clearly understood and agreed by Developer that VIP's service will be provided by "existing" and "available". VIP assumes no liability for compensation for damages due to any of the following conditions, including but not limited to profit, goodwill, use, data and other loss or other compensation for damages due to intangible loss (whether VIP is informed the probability of those compensation for damages or not):
(1) Use or fail to use "service".
(2) Unapproved access of a third party or modification of User's transmission data or data of a third party.
(3) A third party's claim for "service" or behavior related to "service"; or other issues related to "service" not because of VIP, including negligence.
(4) Probably existed computer virus, network communication fault and system down for maintenance.
Article 7.4 VIP will under no circumstances assume liabilities for any indirect, consequent, disciplinary, occasional, special or penalty loss, including Developer's profit loss suffered from using the VOP (even though VIP is informed the probability of those kinds of losses).
Article 7.5 In spite of contrary provisions hereof, liabilities assumed by VIP for Developer, irrespective of why or how, will not exceed expenses (if any) paid for VIP by Developer for using the VOP within service term.