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 the Tools.    

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 Tools.

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.

1.              Definitions and interpretation

1.1           In these Terms, unless the context otherwise requires, the following definitions shall apply:

"Account" has the meaning give to it in Clause 2.1.

"APIs" means the application programming interfaces made available by Lazada via the 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 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 Terms.

"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 Singapore.

"Lazada" means Lazada South East Asia Pte. Ltd. (UEN: 201201679C).

"Lazada 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.

"Lazada Group" means Lazada, its related corporations and affiliates.

"Lazada Indemnitees" means members of the Lazada Group and all of their respective officers, employees, directors, agents, 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 the Lazada Group. 

"Lazada 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.

"Lazada Services" means the Lazada Marketplaces, the Lazada Content and all other services, application and tools made available by the Lazada Group to the Lazada Users.

"Lazada User" means any person who accesses any Lazada Marketplace.

"Losses" means 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 entitys names, trade marks, service marks, trade names, logos and other distinctive brand features.

"Modification" has the meaning given to it in Clause 10.1.

"PDPA" means Personal Data Protection Act 2012 (No. 26 of 2012).

"Personal Data" has the meaning given to it under the PDPA or the Applicable Laws (as the case may be).

"Platform" means the online platform owned and operated by Lazada as part of the Lazada Open Platform Developers Program.   

"Privacy Policy" means the relevant privacy policy which applies to you pursuant to 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:

(a)            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 or otherwise;

(b)            creates a security risk or vulnerability;

(c)            infringes any third-party Intellectual Property Rights or any other proprietary rights;

(d)            is false, inaccurate, misleading, defamatory, libellous, harassing or threatening;

(e)            is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the Applicable Laws; or

(f)              is or may be construed, in Lazada's sole opinion, as abusive, offensive or otherwise objectionable.

"Terms of Use" means the relevant terms of use which applies to you pursuant to your 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 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 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;

(d)            reference to the singular shall include references to the plural and vice versa;  

(e)            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);

(f)              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;  

(g)            mentioning anything after "includes", "including", "for example", or similar expressions, does not limit what else might be included;  and

(h)            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           Usage of the Tools requires an account registered with Lazada in connection with the Platform ("Account"). You may not access (or attempt to access) any of the Tools by means which have not been authorised by Lazada.

2.2           By applying for an Account, you represent and warrant that all information submitted during the application process is true and accurate. You undertake to ensure that all such information remains accurate and updated.

2.3           Lazada, may in sole and absolute discretion, exercise any or all of the following rights:

(a)            Lazada shall have the right to accept or reject any application for an Account; and  

(b)            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. 

2.4           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.

2.5           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.  

2.6           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. 

3.              General Terms Relating to the Platform   

3.1           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.

3.2           The Tools may only be used to facilitate use of the Lazada Services by you or your Users (as applicable) in accordance with Lazada Policies. 

3.3           By accessing or using any of the Platform and the Tools, you acknowledge that you have read and agree to the Lazada Policies and the Privacy Policy, which are each incorporated by reference into these Terms. In the event of any conflict or inconsistency between these Terms and any other documents (including but not limited to the Lazada Policies, the Terms of Use and the Privacy Policy), these Terms shall prevail.

3.4           You 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.

3.5           Save 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.

3.6           Any 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.

3.7           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.

4.              Applications

4.1           Lazada will provide you with Application Keys that permit you to access Lazadas database. You shall all times maintain the security and prevent the misuse of the Application Keys, and ensure that the Application Keys are used only as permitted by Lazada.

4.2           Without prejudice to the generality of Clause 4.1, you hereby agree to be bound by the following provisions:

(a)            your Applications shall not contain, permit, or attempt to cause or introduce, any Prohibited Materials;

(b)            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;

(c)            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;

(d)            all API calls initiated by your Users will be made through your Application Keys and shall count towards your maximum permitted API calls;

(e)            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;

(f)              your Users will have no programmatic control over the API; and

(g)            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 that:

(i)              the User shall be bound by these Terms before or upon use of the Application by the User;
(ii)            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
(iii)           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.

4.3           You 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 Applications hosting infrastructure.

4.4           Lazada may test your Application 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)

4.5           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 Users.

4.6           You 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 of notification.

4.7           You 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 and conditions.

4.8           The 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.

5.              Intellectual Property Rights

5.1           You hereby agree and acknowledge that:

(a)            all Intellectual Property Rights in this Platform and the Tools belong to the Lazada Group and the respective third party proprietors;  

(b)            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

(c)            you will not undertake any action inconsistent with the foregoing.

5.2           Subject to these Terms, Lazada grants you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Platform and the Tools solely to:

(a)            develop, test, maintain and support your Application;

(b)            to allow use of the Lazada Services in accordance with these Terms through your Application;

(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,

provided always that you may not disseminate the API by any means or in any form, except as an integral part of your Application.

5.3           Subject to these Terms, 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. All use by you of Lazada's Marks (including any goodwill associated therewith) will inure to the benefit of the Lazada Group.

5.4           You 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 you.   

5.5           Unless 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:

(a)            you shall be fully responsible for the contents of your transmissions or communications through the Platform; 

(b)            before transmitting any User Materials, you shall ensure that you have the necessary rights and authority prior to such transmission;

(c)            you 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

(d)            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 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 necessary.

6.              Lazada Content

6.1           You 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.

6.2           Without prejudice to such other guidelines which Lazada may issue from time to time, you hereby agree to comply with the following provisions:  

(a)            If your Application requires a User to sign-in to the account of such User which is registered with the relevant Lazada Marketplace