LAZADA OPEN PLATFORM DEVELOPERS PROGRAM
TERMS AND CONDITIONS
Last updated: 5 February 2018
Please read these terms and conditions ("Terms") carefully. These Terms govern
your access to and use of each of the Platform and the Tools, and Lazada may
update these Terms from time to time. By
accessing or using any of the Platform and the Tools, you agree to be bound by
these Terms. If you do not agree to
these Terms, you must immediately cease access to and use of the Platform and
Access to, and use of, password protected
or secure areas of the Platform or the Tools are restricted solely to users who
have been authorised by Lazada. You may not obtain or attempt to obtain unauthorised
access to any part of this Platform or the Tools, or to any other protected
information, through any means not intentionally made available by Lazada for
your specific use. A breach of this provision may be an offence under the
Computer Misuse Act (Chapter 50A) of Singapore.
Access to, and use of, the Platform and the
Tools are solely for the purposes of promoting and facilitating access to and
use of the Lazada Services. If Lazada believes you or your Users are using or
are attempting to use any of the Platform and the Tools in any form or manner
that is detrimental to the commercial interest of the Lazada Group, Lazada may
at its sole discretion discontinue your access and use of the Platform and the
If you are below 18 years old, you must obtain consent from your parent(s) or legal guardian(s),
their acceptance of these Terms and their agreement to take responsibility for:
(i) your actions; (ii) any charges associated with your use of the Platform and
the Tools (as applicable); and (iii) your acceptance and compliance with these
Terms. If you do not have consent from your parent(s) or legal
guardian(s), you must immediately discontinue your access of this Platform and
use of the Tools.
If you are accessing or using any of the
Platform and the Tools on behalf of an entity, you represent and warrant that (i) you have
the authority to bind that entity to these Terms; and (ii) by accepting these
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.
these Terms, unless the context otherwise requires, the
following definitions shall apply:
has the meaning give to it in Clause 2.1.
means the application programming interfaces made available by Lazada via the
"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 or operate and which involves the use of any API.
¡°Application Keys¡± means the
confidential security keys that Lazada provides to you through the Platform for
your use of the APIs.
¡°Authentication¡± has the meaning given
to it in Clause 6.2(a).
"Clause" means a clause in these
"Confidential Information" has the
meaning given to it in Clause 9.1.
"Data" means information and any other material (including databases, text,
graphics, photographs, animations, audio, music, video, links or other content)
made available by any member of the Lazada Group to Lazada Users.
"Data Protection Legislation" means the PDPA and all Applicable Laws relating to (as
applicable) the collection, use, disclosure, security, protection and
processing of Personal Data or privacy, including where applicable the guidance
and codes of practice issued by the Personal Data Protection Commission of
means Lazada South East Asia Pte. Ltd. (UEN: 201201679C).
Content" means all Data stored in and retrieved from the databases of
the Lazada Group, which may include Personal Data, and does not include
information that you obtain independent of the Lazada Group by lawful means.
Group" means Lazada, its related corporations
Indemnitees" means members of the Lazada Group and all of their
respective officers, employees, directors, agents, contractors and
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 the Lazada Group.
Policies" means any relevant guidelines, notices, instructions,
operating rules and policies pertaining to access to, or use of, the Platform,
Tools or Lazada Services which Lazada may issue from time to time.
Services" means the Lazada Marketplaces, the Lazada Content and all
other services, application and tools made available by the Lazada Group to the
"Lazada User" means any person who
accesses any Lazada Marketplace.
all penalties, losses, settlement sums, costs (including legal fees and
expenses on a solicitor-client basis), charges, expenses, actions, proceedings,
claims, demands and other liabilities, whether foreseeable or not.
"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 10.1.
means Personal Data Protection Act 2012 (No. 26 of
Data" has the meaning given to it under the PDPA or the Applicable
Laws (as the case may be).
means the online platform owned and operated by Lazada as part of the Lazada
Open Platform Developers Program.
your use of any of the Platform and the Tools, as determined by Lazada.
"Prohibited Materials" means any information, graphics, photographs,
data and any other material that:
contains, or which may contain,
viruses, worms or other potentially harmful components which may threaten,
infect, damage or otherwise interfere with the Platform, the Tools, the Lazada Marketplaces
creates a security risk or
infringes any third-party
Intellectual Property Rights or any other proprietary rights;
is false, inaccurate,
misleading, defamatory, libellous, harassing or threatening;
is obscene, pornographic,
indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under
the Applicable Laws; or
is or may be construed, in
Lazada's sole opinion, as abusive, offensive or otherwise objectionable.
use of any of the Platform and the Tools, as determined by Lazada.
"Tools" means the various features,
content, services and functions made available through the 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, Your Personnel, and anyone who
sublicenses such Application.
"User Materials" means any information, text, graphics, photographs and materials or content
submitted by you through the Platform or any of your Applications.
"Your Personnel" means your
employees, personnel, secondees, agents, principals, contractors and
these Terms, unless the context otherwise requires:
the headings are for
convenience of reference only and shall not affect the interpretation or be
used in the construction of these Terms;
to an agreement or document (including a reference to these Terms) is to the agreement or document as
amended, supplemented, novated or replaced;
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;
to the singular shall include references to the plural and vice versa;
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);
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;
mentioning anything after
"includes", "including", "for example", or
similar expressions, does not limit what else might be included; and
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.
may in sole and absolute discretion, exercise any or all of the following
shall have the right to accept or reject any application for an Account; and
Lazada shall have the right to suspend or terminate
your Account without any reason, prior notice or any liability if it becomes
aware (or suspects) 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.
You shall at all times maintain the security and prevent the misuse of your Account, and any assigned keys or other credentials provided to you by Lazada in
connection with the Platform. Lazada may at any time in its sole and absolute discretion,
request that you update your Personal Data or account settings. You are to
notify Lazada immediately if you have knowledge of or
reason for suspecting that the security of your Account, assigned keys or other credentials has been compromised.
You may not transfer, loan or share your Account,
assigned keys or other credentials
provided to you by Lazada in connection with the Platform with any third
party without the prior written consent of Lazada.
You acknowledge and agree that (i) you shall be fully
responsible for, and bound by, any and all access and use of the Platform and
the Tools, and any information, data or communication referable to your Account, whether or not authorised by you;
and (ii) 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.
may only access and use the 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 these Terms, the
Lazada Policies and the Applicable Laws. Such access and use is currently made
available at no charge. However, Lazada reserves the right, in its sole and
absolute discretion, to charge such fees and on such terms as it may from time
to time deem appropriate with two (2) weeks prior written notice.
Tools may only be used to facilitate use of the Lazada Services by you or your Users (as
applicable) in accordance with Lazada Policies.
shall be fully responsible for ensuring that you, Your
Personnel performing any activities in connection with these Terms from time to
time and your Users comply with these Terms, and any act or omission by any of
Your Personnel or your User amounting to a breach of these Terms
shall be deemed a breach by you.
as expressly agreed by Lazada in writing, under no circumstances shall any
member of the Lazada Group be (i) construed to be a party to (or to have
endorsed, sponsored, certified or 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 Tools.
member of the Lazada Group (other than Lazada) may provide any of the Tools on
behalf of Lazada, and these Terms shall also govern your relationship with such
member in respect of the Tools.
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 developing products or services that may compete
with your Applications.
prejudice to the generality of Clause 4.1, you hereby agree to be bound by the following provisions:
you will provide Lazada with a
high-level application architecture that describes the key functions of your
Application, any modules within your Application (and their purpose), any
dependency on third party modules or applications, and any and or data flows
associated with such Application;
Lazada may in its sole and
absolute discretion limit your 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;
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 or maintaining
any Application. In particular, access to certain Tools, Lazada Content and
increased API call limits may require special certifications. In the event that
any special certification is required, Lazada has the sole and absolute
discretion to hold you responsible for any costs associated with such
certification and to require you to make the necessary modifications to your
Application to meet such certification criteria;
your Users will have no
programmatic control over the API; and
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 stipulates
the User shall be bound by
these Terms before or upon use of the Application by the User;
the User's right to use the
Application and any sublicence granted by you to the User pursuant to these
Terms shall be terminated in the event of any breach of these Terms or if
directed by Lazada; and
Lazada is a third-party
beneficiary to the agreement, and shall have the right (exercisable at its sole
discretion) to enforce
any term of the agreement (including, the termination clause) against the User directly.
agree to provide Lazada with any authorisations required to 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.
may test your Application using either manual security testing methods or
automated security testing methods, including but not limited to:
application testing to identify vulnerabilities and weaknesses within your
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 using software to expose vulnerabilities and weaknesses within your
Application (if any)
vulnerabilities identified in your Application by Lazada must be remediated by
you within five (5) days of you being notified by Lazada of such vulnerability,
and in any event must be remediated prior to the release of your Application to
agree to integrate your Application and all related data with any security
services that Lazada may provide (¡°Lazada
Security Services¡±). 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 will notify you or any suspicious or unauthorised activities.
Upon receipt of such notification, you undertake to respond and act in
accordance to remediate such issues 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
may host your Application on any server, whether or not approved by Lazada.
Lazada reserves the right at any time 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
use of the Tools may require open source software, which shall be subject to a
separate licence agreement between you and the applicable licensor of such open
source software. You undertake to comply with the terms 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
which is the subject of such agreement.
hereby agree and acknowledge that:
Intellectual Property Rights in this Platform and the
Tools belong to the Lazada Group and the respective third party proprietors;
save as expressly set out in
this Clause 5, 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
you will not undertake any
action inconsistent with the foregoing.
test, maintain and support your Application;
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
display and rearrange the Lazada Content in accordance with these Terms,
provided always that you
may not disseminate the API by any means or in any form, except as an integral
part of your Application.
may sublicence rights granted under Clause 5.2(b) or Clause 5.3 (as applicable) to your Users solely to the
extent that such sublicence is necessary to enable your Users to use your
Application for the Permitted Purpose, and provided that any act or omission by
your Users amounting to a breach of these Terms shall be deemed a breach by
otherwise expressly provided in these Terms, the Lazada Group shall not acquire
any ownership of any Intellectual Property Rights in any of your User Materials.
Further, you agree that:
shall be fully responsible for the contents of your transmissions or
communications through the Platform;
transmitting any User Materials, you shall ensure that you have the necessary
rights and authority prior to such transmission;
grant to Lazada a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive licence to use, host,
store, modify, communicate, and publish the User
Materials in connection with the provision of the Platform and the APIs, and
for purposes which you have instructed; and
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 use of the API. Where you request for your
Application to be hosted on any Lazada site or to be hosted by Lazada, you direct
and authorize Lazada and its affiliates to host, link to, and otherwise
incorporate the Application into Lazada Services and to carry out any copying,
modification, distribution, internal testing, or other processes Lazada deems
shall not disseminate or permit the use of any Lazada Content made available to
you through the Platform by any means or in any form,
except as an integral part of your Application and in accordance with these Terms read
with the relevant Lazada Policies.
prejudice to such other guidelines which Lazada may issue from time to time,
you hereby agree to comply with the following provisions:
If your Application requires a User to sign-in to the account of such User
which is registered with the relevant Lazada Marketplace