Terms of Service for Korean Cross-border Sellers


1. INTRODUCTION

1.1 Welcome to the Shopee Platform (hereinafter referred to as " Site"). Please read the following Terms of Service carefully before using this Site or opening a Shopee account (hereinafter referred to as "Account") so that you are aware of your legal rights and obligations with respect to Shopee Korea Company Limited and its affiliates and subsidiaries (individually and collectively, "Shopee", "we", us" or "our"). The Services(hereinafter referred to as "Services " )we provide or make available include (a) the Site(including the Mobile Application), (b) the services provided by the Site and by Shopee client software made available through the Site, and (c) all information, linked pages, features, data, text, images, photographs, graphics, music, sounds, video, messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or its related services (hereinafter referred to as "Content"). Any new features or upgrade of the Services are also subject to these Terms of Service. These Terms of Service shall govern your use of Services provided by Shopee.

1.2 Site refers to the website and mobile shopping application provided and operated by Shopee, including but not limited to the Shopee Shopping website and mobile shopping applications provided and operated in the Southeast Asia and Taiwan Region:
Website in Korea: https://shopee.kr/;
Website in Taiwan Region: https://shopee.tw/;
Website in Malaysia:https://shopee.com.my/;
Website in Singapore:https://shopee.sg/;
Website in Thailand:https://shopee.co.th/;
Website in Indonesia:https://shopee.co.id/;
Website in Philippines:https://shopee.ph/;
Website in Vietnam: https://shopee.vn/;

1.3 BY USING SHOPEE SERVICES OR OPENING AN ACCOUNT, YOU HEREBY AGREE TO GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS TERMS OF SERVICE, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO. MEANWHILE, YOU SHALL STILL ABIDE BY THE TERMS OF THE TERMS OF SERVICE ON THE SITE OF WHICH YOUR ACCOUNT IS OPENED IN EACH COUNTRY/REGION. THE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS TERMS OF SERVICE DO NOT EXEMPT YOU FROM YOUR OBLIGATION TO READ AND COMPLY WITH THE TERMS OF THE TERMS OF SERVICE OF THE SITE WHERE THE SELLER'S ACCOUNT RESIDES. IF THIS TERMS OF SERVICE CONFLICTS WITH THE TERMS OF THE TERMS OF SERVICE OF THE SITE WEHRE YOUR ACCOUNT RESIDES, THE TERMS OF SERVICE OF THE SITE WHERE THE SELLER'S ACCOUNT RESIDES SHALL PREVAIL.

IF YOU HAVE ENTERED INTO OTHER WRITTEN AGREEMENT(S) WITH US FOR A PARTICULAR SERVICE, THEN IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THE OTHER WRITTEN AGREEMENT(S) AND THE TERMS OF THIS TERMS OF SERVICE, THE TERMS OF THE OTHER WRITTEN AGREEMENT(S) SHALL PREVAIL. IF THE TERMS OF OTHER WRITTEN AGREEMENT(S) CONFLICT WITH THE TERMS OF SERVICE OF THE SITE WHERE YOUR ACCOUNT RESIDES, THE TERMS OF SERVICE OF THE SITE WHERE THE SELLER'S ACCOUNT RESIDES SHALL PREVAIL.

1.4 If you do not agree to these Terms of Service or any term herein, please suspend or terminate the use of our services. If you are under the age of 18 or the legal age for giving consent hereunder pursuant to the applicable laws in your country (the “legal age”), you must get permission from a parent or legal guardian to open an Account and that parent or legal guardian must agree to these Terms of Service. If you do not know whether you have reached the legal age, or do not understand this section, you shall seek the assistance and consent of your parent or legal guardian before you can open an Account. If you are the parent or legal guardian of a minor who is creating an Account, you must accept the terms of this agreement on the minor's behalf and you will be responsible for all use of the Account, whether such Account is currently open or will be created later.

1.5 The Services include an online Site service that provides a place and opportunity for the sale of goods between the buyer (“Buyer”) and the Seller (“Seller”) (collectively “you”, “Users” or “Parties”). The actual contract for sale is directly between Buyer and Seller and Shopee is not a party to that or any other contract between Buyer and Seller and accepts no obligations in connection with any such contract. Parties to such transaction will be entirely responsible for the sales contract between them, the listing of goods, warranty of purchase and the like. Shopee is not involved in the transaction between Users. Shopee may or may not pre-screen Users or the Content or information provided by Users. Shopee reserves the right to remove any Content or information posted by you on the Site in accordance to Section 6.4 herein. Shopee cannot ensure that Users will actually complete a transaction.

1.6 Before becoming a User of the Site, you must read and accept all of the terms and conditions in, and linked to, these Terms of Service and you must consent to the processing of your personal data as described in the Privacy Policy.

2. PRIVACY

2.1 Your privacy is very important to us at Shopee. To better protect your rights, we have specially explained our practices for the privacy protection in detail in the Privacy Policy posted at www.shopee.kr. Please review the Privacy Policy to understand how Shopee collects and uses the information associated with your Account and/or your use of the Services. By using the Services or providing information on the Site, you consent to Shopee's collection, use, disclosure and/or processing of your content, personal data as described in the Privacy Policy.

2.2 Users in possession of another User’s personal data through the use of the Services (the “Receiving Party”) hereby agree that, they will (i) comply with all applicable personal data protection laws with respect to any such data; (ii) allow the User whose personal data the Receiving Party has collected (the “Disclosing Party”) to remove his or her data so collected from the Receiving Party’s database; and (iii) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws.

3. LIMITED AUTHORIZATION

3.1 Shopee grants you a limited and revocable authority to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property (“Intellectual Property”) displayed in the Site are the property of Shopee and where applicable, third party proprietors identified in the Site. No right or licence is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services you agree to comply with the copyright, trademark, service mark, and all other applicable laws that protect the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works of any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or whole of the contents of this Site on any other server or as part of any other website. In addition, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed given for standard search engine technology employed by Internet search websites to direct Internet users to this website).

3.2 You are welcome to link to the Site from your website, provided that your website does not imply any endorsement by or association with Shopee. You acknowledge that Shopee may, in its sole discretion and at any time, discontinue providing the Services according to law or in accordance with the principle of good faith, either in part or as a whole.

4. SOFTWARE

Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. Shopee reserves all rights not expressly granted by Shopee hereunder. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such scripts or code, not by Shopee.

5. ACCOUNTS AND SECURITY

5.1 Some functions of our Services require registration for an Account by selecting a unique user identification ("User ID") and password, and by providing certain personal information. If you select a User ID that Shopee, in its sole discretion, finds offensive or inappropriate, Shopee has the right to suspend or terminate your Account. You may be able to use your Account to gain access to other products, websites or services to which we have enabled access or with which we have tied up or collaborated. Shopee has not reviewed, and assumes no responsibility for any third-party content, functionality, security, services, privacy policies, or other practices of those products, websites or services. If you do so, the terms of service for those products, websites or services, including their respective privacy policies, if different from these Terms of Service and/or our Privacy Policy, may also apply to your use of those products, websites or services.

5.2 You agree to (a) keep your password confidential and use only your User ID and password when logging in, (b) ensure that you log out from your account at the end of each session on the Site, (c) immediately notify Shopee of any unauthorised use of your Account, User ID and/or password, and (d) ensure that your Account information is accurate and up-to-date. You are fully responsible for all activities that occur under your User ID and Account even if such activities or uses were not committed by you. Shopee will not be liable for any loss or damage arising from unauthorised use of your password or your failure to comply with this Section.

5.3 Your Account is owned by the Shopee, and Shopee has the right to manage your account in accordance with legal requirements or in good faith. You agree that Shopee may notify you to terminate your Account and your User ID immediately in accordance with legal requirements or in good faith, and remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your Account and User ID. Shopee will also explain to you that the reasons for such termination include but are not limited to, (a) extended periods of inactivity, (b) violation of these Terms of Service, (c) fraudulent, harassing, defamatory, threatening or abusive behaviour or other illegal behaviour that was confirmed with considerable evidence,(d) having multiple user accounts for illegitimate reasons, or (e) payments are seized by judicial or administrative authorities, (f)being verified that the user submitted false identity authentication data, or (g) behaviour that is harmful to other Users, third parties, or the business interests of Shopee (Such as infringement of third party intellectual property, fictitious transactions, abuse of free shipping or discounts, etc.). Shopee may report to law enforcement authorities without notice to the users for any use of an Account for fraud, harassing, defamatory, threatening or abusive purposes or other illegal purposes.

5.4 Users have the right to terminate the agreement between Shopee and the Users at any time in accordance with the agreement agreed by both parties. Users may terminate their Account if they notify Shopee in writing (please contact your Account Manager) of their desire to do so. Notwithstanding any such termination, Users remain responsible and liable for any incomplete transaction (whether commenced prior to or after such termination), shipment of the product, payment for the product, or the like, and Users must contact Shopee after he or she has promptly and effectively carried out and completed all incomplete transactions according to these Terms of Service. Shopee shall have no liability and shall not be liable for any damages incurred due to the actions taken in accordance with this Section. Users waive any and all claims based on any such action taken by Shopee.

5.5 You may only use the Services and/or open an Account if you are located in one of our approved countries, as updated from time to time.

6. Your commitment and Assurance

6.1 The authorization for use of this Site and the Services is effective until being terminated. This authorization will terminate as set forth under these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In any such event, Shopee may effect such termination with or without notice to you.

You agree not to::

(a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) violate any laws, including without limitation any laws and regulation in relation to export and import restrictions, third party rights or our Prohibited and Restricted Items policy;

(c) use the Services to harm minors in any way;

(d) use the Services to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;

(e) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;

(f) remove any proprietary notices from the Site;

(g) cause, permit or authorize the modification, creation of derivative works, or translation of the Services without the express permission of Shopee;

(h) use the Services for the benefit of any third party or any manner not permitted by the licenses granted herein,including but not limited to selling, transferring, authorizing a third party to use, etc., in part or in whole, the Account under the Services without the written consent of Shopee.

(i) use the Services for fraudulent purposes;

(j) manipulate the price of any item or interfere with other User's listings;

(k) take any action that may undermine the feedback or ratings systems;

(l) attempt to decompile, reverse engineer, disassemble or hack the Services (or any portion thereof), or to defeat or overcome any encryption technology or security measures implemented by Shopee with respect to the Services and/or data transmitted, processed or stored by Shopee;

(m) harvest or collect any information about or regarding other Account holders, including, without limitation, any personal data or information;

(n) upload, email, post, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(o) upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(p) upload, email, post, transmit or otherwise make available any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", or any other unauthorised form of solicitation;

(q) upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan-horses or any other computer code, routines, files or programs designed to directly or indirectly interfere with, manipulate, interrupt, destroy or limit the functionality or integrity of any computer software or hardware or data or telecommunications equipment;

(r) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other Users of the Services are able to type, or otherwise act in a manner that negatively affects other Users' ability to engage in real time exchanges;

(s) interfere with, manipulate or disrupt the Services or servers or networks connected to the Services or any other User's use and enjoyment of the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;

(t) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services or the servers or networks connected to the Services;

(u) use the Services to intentionally or unintentionally violate any applicable local, state, national or international law, rule, code, directive, guideline, policy or regulation including, without limitation, laws and requirements (whether or not having the force of law) relating to anti-money laundering or counter-terrorism;

(v) use the Services in violation of or to circumvent any sanctions or embargo administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or its financial institutions;

(w) use the Services to violate the privacy of others or to "stalk" or otherwise harass another;

(x) infringe the rights of Shopee, including any intellectual property rights and any passing off of the same thereof;

(y) use the Services to collect or store personal data about other Users in connection with the prohibited conduct and activities set forth above; and/or

(z) list items which infringe upon the copyright, trademark or other intellectual property rights of third parties or use the Services in a manner which will infringe the intellectual property rights of others.

6.2 You represent and warrant that:

(a) you have the legal authority, rights and abilities to enter into these Terms of Service and to abide by its terms (if you are a minor, you need the consent of your parent or legal guardian);

(b) you will only use the Service for lawful purposes and will comply with these Terms of Service and all applicable laws, regulations, codes, directives, guidelines, policies and practices;

(c) you have registered the market subject in accordance with the law and fulfilled the tax liability in accordance with the law. If you need to obtain the relevant administrative license according to law, you shall have obtained the administrative license according to law;

(d) the identity, address, contact information, administrative license and other information submitted by you when you enter Site are true, valid and legal;

(e) the goods sold on or services provided by you on Site are in compliance with the requirements for protecting personal and property safety and environmental protection. There are no goods or services that are prohibited to trade by law or administrative regulations.

(f) in engaging in cross-border e-commerce business activities, you will consciously abide by the laws, administrative regulations and relevant state regulations on import and export supervision and management.

6.3 You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such Content originated. This means that you, and not Shopee, are entirely responsible for all Content, including but not limited to any errors or omissions in any Content, that you upload, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you may consider to be offensive, indecent or objectionable.

6.4 You acknowledge that Shopee and its designees shall have the right (but not the obligation) according to the requirements of law or being in accordance with the principle of good faith to pre -screen, refuse, delete, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site. For instance, Shopee and its designees shall have the right to remove any Content (i) that violates these Terms of Service; (ii) if we receive a complaint from another User; (iii) if we receive a notice of intellectual property infringement or other legal instruction for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, postings, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or otherwise enforce the provisions of these Terms and Conditions. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including, without limitation, any reliance on the accuracy, completeness, or usefulness of such Content.

6.5 You acknowledge, consent to and agree that Shopee may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over Shopee or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Shopee, its Users and/or the public.

6.6 You agree to guarantee Shopee and its shareholders, subsidiaries, affiliates, directors, managers, agents, joint manufacturers or other partners and employees (hereinafter collectively referred to as the “guaranteed party”) and indemnify them for liability arisen from any claims, actions, procedures, and lawsuit(s),and all related liabilities, damages, liquidated damages, fines, costs, and expenses (including but not limited to other dispute resolution fees),that being resulted from or related to the following reasons imputed to you: (1) any transaction on this Site, or any dispute relating to such transaction (unless Shopee or its affiliates are parties to the dispute) (2) violation by you of any provision of these Terms of Service, or any policy or standard mentioned in these Terms of Service; (2) your use or misuse of the Service; or (3) your violation of law or infringement to any third party rights.

7. VIOLATION OF OUR TERMS OF SERVICE

7.1 Violations of this policy may result in a range of actions, including, without limitation, any or all of the following::

- Listing deletion

- Limits placed on Account privileges

- Account suspension and subsequent termination

- Account funds frozen

- Criminal charges

- Civil actions, including without limitation a claim for damages and/ or preservation relief

7.2 If you believe a User on our Site is violating these Terms of Service, please contact your Account Manager.

8. REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

8.1 The Users are independent individuals or businesses and they are not associated with Shopee in any way. Shopee is neither the agent nor representative of the Users and does not hold and/or own any of the merchandises listed on the Site.

8.2 If you are an intellectual property right owner (hereinafter referred to as “IPR Owner”) or an agent duly authorised by an IPR Owner (hereinafter referred to as “IPR Agent”) and you believe that your right or your principal’s right has been infringed, you have the right to notify Shopee to take necessary measures such as deleting, blocking, disconnecting, terminating transactions and services,etc. Please formally notify us in writing by email to your Account Manager and provide us the documents requested below to support your claim. The notice should include prima facie evidence of the infringement.

8.3 After receiving the notice of infringement, Shopee will take necessary measures in a timely manner and forward the notice of the IPR Owne or IPR Agent (hereinafter referred to as the “Informant”) to the Site operator that was deemed/designated by the Informant for the infringement of intellectual property rights. (hereinafter referred to as "Notified Party"). As the informant, you understand that: (a) in case of causing damages to the Notified Party due to the error of your notification, you shall bear civil liability according to law; (b) in case of causing damages to the Notified Party due to the wrong notice in bad faith, you shall assume reduplicated compensation liability.

8.4 If you are notified as Notified Party and received the notice of infringement of intellectual property rights which was forwarded from Shopee, you may submit a statement of non-infringement (hereinafter referred to as "Declaration") to Site, which shall include prima facie evidence of non-infringement.

8.5 Notice for complaints under Article 8.2 must be provided in the form prescribed by Shopee, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of an IPR Owner or IPR Agent (collectively, “Informant”); (b) prima facie evidence of infringement: a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c) details of the listing which contains the alleged infringement; (d) sufficient information to allow Shopee to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (e) a statement by Informant that the complaint is filed on good faith belief and that the use of the intellectual property as identified by the Informant is authorized by the IPR Owner or the law, and the Informant has legally appropriate authority or has been authorized to issue a notice of infringement; (f) a statement by the Informant that the information in the notification is accurate, in case of any error, the Informant will willfully bear the civil liability caused by the wrong notice and assume reduplicated compensation liability for the damages caused to the Notified Party, and if damages or lost was caused to Shopee, the Informant will willfully bear all the liability for damages caused by the wrong notice; (g)other material for claim of rights that is believed to be necessary by the Informant.

8.6 Declaration under Article 8.4 must be provided in the form prescribed by Shopee, which may be updated from time to time, and must include at least the following: (a) a physical or electronic signature of the Notified Party; (b) prima facie evidence of non-infringement; (d) sufficient information to allow Shopee to contact the Notified Party, such as Notified Party’s physical address, telephone number and e-mail address; (e) a statement by Notified Party that the Declaration is filed on good faith belief and that the use of the declared ntellectual property is authorized by the IPR Owner or the law, and the Notified Party has legally appropriate authority or has been authorized to issue a notice for this declaration; (f) a statement by the Notified Party that the information in the Declaration is accurate, in case of any error, the Notified Party will willfully bear the civil liability caused by the wrong Delcaration, and if damages or lost was caused to Shopee, the Notified Party will willfully bear all the liability for damages caused by the wrong Declaration; (g)other material for claim of rights that is believed to be necessary by the Notified Party.

9 SHOPEE GUARANTEE

9.1 Shopee Guarantee is a service provided by Shopee or its authorised agent to protect purchases. The Shopee Guarantee is applicable on some Sites, and the applicable areas and rules are detailed and published on the Sites of each region. To protect against the risk of liability, payment for purchases made to Seller using the Services will be held by Shopee or its authorised agent (hereinafter referred to as “Shopee Guarantee Account”), Shopee will not use these funds for the company's operating expenses or for any other company use. For the sum paid from the buyer into the Shopee Guarantee Account, Seller will not receive interest or other earnings from Shopee.

9.2 After Buyer makes payment for his/her order (hereinafter referred to as “Buyer’s Purchase Monies”), Buyer’s Purchase Monies will be held in Shopee Guarantee Account until the Buyer sends appropriate confirmation to pay the Seller or when Shopee, under other circumstances, reasonably believes that it is appropriate to dispose the Buyer’s Purchase Monies.

9.3 Shopee Guarantee is only offered to Buyers who have made payment through the channels provided by Shopee into Shopee Guarantee Account. Offline arrangements between Buyer and Seller will not be covered under Shopee Guarantee.

9.4 Seller must be the beneficial owner of the Account and conduct transaction on the Site only on behalf of him or herself. Shopee may require Seller to provide his or her personal data such as recent identity photograph, bank account details and/or any other such documentation necessary, for verification purposes, including verification required by third -party payment processing and logistic service providers. Seller hereby grants Shopee his/her consent to use or provide to third party his/her personal data to facilitate his/her use of the Site. Further, Seller authorises Shopee to use his/her personal data to make any inquires we consider necessary to validate his/her identity with the appropriate entity such as his/her bank. For more information in relation to how Shopee handles your personal information, please visit our Privacy Policy page.

9.5 The Shopee Guarantee is in addition and without limitation to Buyer’s and Seller’s obligations under applicable law, which may go above and beyond what is provided for by the Shopee Guarantee. The Shopee Guarantee is neither intended nor designed to assist Buyer or Seller in complying with its own legal obligations, for which each party will remain solely responsible, and Shopee accepts no liability in connection with the same. Besides, the Shopee Guarantee does not constitute a product warranty by Shopee for any merchandise posted and sold on the Site.

9.6 The Users acknowledge and agree that Shopee’s decision (including any appeals) in respect of and relating to any issues concerning the Shopee Guarantee is final.

9.7 For the avoidance of doubt, any transactions not conducted on the Site will not qualify for the protection offered by Shopee Guarantee.

10 DELIVERY

10.1 Shopee will inform Seller when Shopee receives Buyer’s Purchase Monies. Unless otherwise agreed by Shopee, Seller shall make the necessary arrangements to have the purchased item delivered to Buyer and provide details such as the name of the delivery company, the tracking number, etc. to Buyer through the Site.

10.2 Seller must use his/her best effort to ensure that Buyer receives the purchased items within, whichever applicable, the Shopee Guarantee Period.

10.3 Users understand that Seller bears all risk attached to the delivery of the purchased item(s) and warrants that Seller has or will obtain adequate insurance coverage for the delivery of the purchased item(s). In the event where the purchased item(s) is damaged, lost or failure of delivery during the course of delivery, Users acknowledge and agree that Shopee will not be liable for any damage, expense, cost or fees resulted therefrom and Seller and/or Buyer will reach out to the logistic service provider to resolve such dispute.

10.4 Seller shall understand and acknowledge that all cross-border transactions are subject to local laws and regulations regarding the import and export. Seller should familiarize himself/herself with all import and export restrictions that apply to the designating country. Seller acknowledges that Shopee cannot provide any legal advice in this regard and agrees that Shopee shall not bear any risks or liabilities associated with the import and export of such cross-border transaction merchandise(s).

11. SELLER’S RESPONSIBILITIES

11.1 Seller shall properly manage and ensure that relevant information such as the price and the details of items, inventory amount and terms and conditions for sales is updated on Seller’s listing and shall not post inaccurate or misleading information.

11.2 The price of items for sale will be determined by the Seller at his/her own discretion. The price of an item and shipping charges shall include the entire amount to be charged to Buyer such as sales tax, value-added tax, tariffs, etc. and Seller shall not charge Buyer such amount additionally and separately.

11.3 Seller agrees that Shopee may, in accordance with the principle of good faith, at its discretion engage in promotional activities to induce transactions between Buyer and Seller by reducing, discounting or refunding fees, or in other ways. The final price that Buyer will pay actually will be the price that such adjustment is applied to.

11.4 For the purpose of promoting the sales of the items listed by Seller, Shopee may post such items (at adjusted price) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by Shopee.

11.5 Seller shall issue receipts, credit card slips or tax invoices to Buyer on request.

11.6 Seller acknowledges and agrees that Seller will be responsible for paying all taxes, customs and duties for the item sold and Shopee cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt.

11.7 Seller acknowledge and agrees that Seller’s violation of any of Shopee’s polices will result in a range of actions as stated in Section 7.1.

12. FEES

12.1 The Seller shall pay the transaction fee for each order to the Shopee according to the rules of Shopee. The transaction fee is the fee paid to the third-party transaction clearing service provider/bank. The charging standard is updated from time to time according to the financial policy of each region or the adjustment of the cross-border transaction fee of the third-party transaction clearing service provider/bank. The Seller should pay special attention to it and shall pay attention to receive the update notice issued by Shopee.

12.2 For orders placed on the Site, the Seller must pay the corresponding commission to Shopee. Information on the collection and calculation of commissions and other relevant information is published and posted on the bulletin board designated by Shopee, and will be updated by Shopee from time to time. The Seller should pay special attention and pay attention to receive the update notice issued by Shopee.

12.3 Service tax/VAT and other applicable taxes will be included if fees are payable. Unless otherwise agreed by the parties, the Seller shall bear the aforementioned taxes and fees. The Seller acknowledges and agrees that Shopee may deduct its fees and any applicable taxes from the amount of the order paid by the buyer. If required by the Seller, Shopee shall provide a receipt or tax invoice (if applicable) for the fees and taxes paid by the Seller.

12.4 Seller acknowledges and agrees that the payment method, currency and exchange rate standard applicable to the settlement of the fee between the Seller and Shopee shall be determined according to the policies or rules promulgated by Shopee at that time. If Seller disagrees with the term herein, he/she shall promptly communicate with the account manager, the Seller may choose to suspend or terminate the Service, or otherwise agree in writing with Shopee to agree on a mutually agreed agreement regarding the fee settlement.

13. PAID ADVERTISING

13.1 Shopee offers keyword advertising and/or other advertising services (hereinafter referred to as "Paid Advertising") on its Site on an ongoing basis. Sellers may purchase the Paid Advertising services. Shopee provides the Paid Advertising services in accordance with these Terms of Service and any explanatory materials published on this Site, the Paid Advertising Site or otherwise communicated to Sellers in writing (hereinafter referred to as the "Paid Advertising Rules"). By applying to purchase the Paid Advertising, it indicates that you have fully read, understand and agree to the content of all the rules of the Paid Advertising. If you do not give your consent be bound by the content of any of the rules of the Paid Advertising, please do not buy any Paid Advertising services.

13.2 In order to purchase Paid Advertising services, you must be an eligible Seller under the rules of the Paid Advertising and shall be the Seller who posts the listing items for sale. At the time when you purchase and pay for the Paid Advertising services, your Account must not be suspended.

13.3 After you purchased the Paid Advertising, you should pay for the advertising fee in the manner prescribed by Shopee. Except as otherwise provided by applicable law or the rules of the Paid Advertising, you may not cancel an order and/or request a refund if you have already applied for purchasing the Paid Advertising and already completed the payment process. Seller can check the revenue and expenditure of their advertising costs in their Paid Advertising accounts.

13.4 You have the option to purchase the Paid Advertising service at the time you list an item for sale or subsequently. When you purchase the Paid Advertising service, you can set different budgets, keywords, marketing periods, etc. for each item in accordance with the rules of the Paid Advertising. The Paid Advertising service for each item will be activated and will expire on the respective dates set by you (the “Paid Advertising Period”). You will not be entitled to transfer the remaining Paid Advertising Period to other items if an item is sold or unlisted during the Paid Advertising Period you set for that item, and the Advertising Credits will also not be refunded.

13.5 The goods you list on the Site shall comply with all relevant laws and regulations, the rules of the Paid Advertising, these Terms of Service and the Prohibited and Restricted Items Policy. You understand and agree that if Shopee found any of your listing item violates any of the foregoing or has the possibility of violation, or if Shopee received any report regarding foregoing, Shopee has the right to immediately remove the foregoing listing item and its advertising, and the Paid Advertising fee that you have paid in relation to the foregoing listing item will not be refunded. In addition, for any listing item and its advertising that removed by Shopee according to the requirement of competent authority or the judicial authority through the legal and formal procedures, Shopee will directly remove and the fees will not be refunded. Shopee shall not be liable for any compensation or liability for the listing item or its advertising that is removed according to this Article.

13.6 You understand and agree that Shopee does not warrant or guarantee any increase in viewership or sales of your items as a result of the Paid Advertising services.

13.7 You are advised to only purchase Paid Advertising services after fully considering your budget and intended advertising objectives. Except as otherwise provided in these Terms of Service or the rules of the Paid Advertising, Shopee shall not be liable for any compensation or be subject to any liability (including but not limited to actual expenses and lost profits) for the effect or intended effect of any Paid Advertising service.

13.8 If Shopee is found to be liable for damages for the Paid Advertising service you purchased according to applicable laws and regulations, then, you understand and agree that the maximum amount of total liability of Shopee is limited to the amount paid by you for the Paid Advertising service in question only.

14. DISPUTES

14.1 In the event a problem arises in a transaction, the Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions. Since Shopee is just a platform for users to trade, buyers should contact the seller directly if they have any questions regarding the purchase. Alternatively, the user may seek assistance from a dispute resolution authority with local jurisdiction to resolve any disputes that occurred during the transaction.

14.2 Users covered under Shopee Guarantee may send written request to Shopee to assist them in resolving issues which may arise from a transaction upon request. Shopee may, in accordance with the principle of good faith, at its sole discretion and with absolutely no liability to Seller and Buyer, take all necessary steps to assist Users resolving their dispute. For more information, please refer to Shopee’s Refunds and Return Policy.

The services provided in this section are only available to Buyers who is covered under Shopee Guarantee. Buyers who purchase by using other payment methods should contact the seller directly.

15. FEEDBACK

15.1 Shopee welcomes information and feedback from our Users which will enable Shopee to improve the quality of service provided. Please refer to our feedback procedure below for further information:

(i) Feedback may be made in writing or email to your Account Manager.
(ii) Anonymous feedback will not be accepted.
(iii) Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.
(iv) Vague and defamatory feedback will not be entertained.

16. DISCLAIMERS

16.1 The Services are provided "as is" and without any kind either expressed, implied or statutory warranties, claims or representations made by Shopee with respect to the Services, including, without limitation, warranties of quality, performance, non-infringement, merchantability, or fitness for a particular purpose, nor are there any warranties created by course of dealing, course of performance or trade usage. Without limiting the foregoing and to the maximum extent permitted by applicable law, Shopee does not warrant that the Services, this Site or the functions contained therein will be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free, that defects, if any, will be corrected, or that this site and/or the server that makes the same available are free of viruses, clocks, timers, counters, worms, software locks, drop dead devices, trojan-horses, routings, trap doors, time bombs or any other harmful codes, instructions, programs or components.

16.2 You acknowledge that the entire risk arising out of the use or performance of the Site and/or the Services remains with you to the maximum extent permitted by applicable law.

16.3 Shopee has no control over and, to the maximum extent permitted by applicable law, does not guarantee or accept any responsibility for: (a) the fitness for purpose, existence, quality, safety or legality of items available via the services; or (b) the ability of sellers to sell items or of buyers to pay for items. If there is a dispute involving one or more users, such users agree to resolve such dispute between themselves directly and, to the maximum extent permitted by applicable law, release Shopee and its affiliates from any and all claims, demands and damages arising out of or in connection with any such dispute.

17. EXCLUSIONS AND LIMITATIONS OF LIABILITY

17.1 To the maximum extent permitted by applicable law, in no event shall Shopee be liable whether in contract, warranty, tort (including, without limitation, negligence (whether active, passive or imputed), product liability, strict liability or other theory), or other actions taken according to statute or otherwise, for:

(i) (a) loss of use; (b) loss of profits; (c) loss of revenues; (d) loss of data; (e) loss of goodwill; or (f) failure to realise anticipated savings, in each case whether direct or indirect; or

(ii) any indirect, incidental, special or consequential damages, arising out of or in connection with the use or inability to use this site or the services, including, without limitation, any damages resulting therefrom, even if shopee has been advised of the possibility of such damages.


17.2 You acknowledge and agree that your only right with respect to any problems or dissatisfaction with the services is to request for termination of your account and/or discontinue any use of the services.

17.3 If, notwithstanding the previous sections, Shopee is found by a court of competent jurisdiction to be liable (including for gross negligence), then, to the maximum extent permitted by applicable law, its liability to you or to any third party is limited to the lesser of: (a) any amounts due and payable to you pursuant to the Shopee guarantee; and (b) KRW80,000.

17.4 Nothing in these terms of service shall limit or exclude any liability for death or personal injury caused by Shopee’s negligence, for fraud or for any other liability on the part of Shopee that cannot be lawfully limited and/or excluded.

18. LINKS TO THIRD PARTY SITES

Third party links provided throughout the Site will let you leave this Site. These links are provided as a courtesy only, and the sites they link to are not under the control of Shopee in any manner whatsoever and you therefore access them at your own risk. Shopee is in no manner responsible for the contents of any such linked site or any link contained within a linked site, including any changes or updates to such sites. Shopee is providing these links merely as a convenience, and the inclusion of any link does not in any way imply or express affiliation, endorsement or sponsorship by Shopee of any linked site and/or any of its content therein.

19. YOUR CONTRIBUTIONS TO THE SERVICES

19.1 By submitting content for inclusion on the Services, you represent and warrant that you have all necessary rights and/or permissions to grant the licenses below to Shopee. You further acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any Content contribution. You hereby grant Shopee and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such Content contribution on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works), and you do not need to be mentioned by Shopee and you agree to waive any personality right (and any similar rights in any part of the world) in that respect. You understand that your contribution may be transmitted over various networks and changed to conform and adapt to technical requirements.

19.2 Any material, information or idea you post on or through the Services, or otherwise transmit to Shopee by any means (each, a "Submission"), is not considered confidential by Shopee and may be disseminated or used by Shopee for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products. By making a Submission to Shopee, you acknowledge and agree that Shopee and/or other third parties may independently develop software, applications, interfaces, products and modifications and enhancements of the same which are identical or similar in function, code or other characteristics to the ideas set out in your Submission. Accordingly, you hereby grant Shopee and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to develop the items identified above, and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform any Submission on, through or in connection with the Services in any media formats and through any media channels, including, without limitation, for promoting and redistributing part of the Services (and its derivative works). This provision does not apply to personal information that is subject to our privacy policy except to the extent that you make such personal information publicly available on or through the Services.

20. THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS

20.1 Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with their Content contribution.

20.2 In addition, the Services may contain links to third party products, websites, services and offers. These third party links, products, websites and services are not owned or controlled by Shopee. Rather, they are operated by, and are the property of, the respective third parties, and may be protected by applicable copyright or other intellectual property laws and treaties. Shopee has not reviewed the content, functionality, security, services, privacy policies, or other practices of these third parties. You are encouraged to read the terms and other policies published by such third parties on their websites or otherwise. You further acknowledge and agree that if any third party link or application program on the Service violates applicable regulations or these Terms of Service, Shopee has the right to remove it directly without giving prior notice to you or your consent.


21. FRAUDULENT OR SUSPICIOUS ACTIVITY

If Shopee, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect Shopee, Users, other third parties or you from Reversals, Chargebacks, Claims, fees, fines, penalties and any other liability. The actions we may take include but are not limited to the following:

(a)We may close, suspend, or limit your access to your Account or the Services, and/or suspend the processing of any transaction;

(b)We may suspend your eligibility for Shopee Guarantee;

(c)We may hold, apply or transfer the funds in your Account as required by judgments and orders which affect you or your Account, including judgments and orders issued by courts in Singapore or elsewhere and directed to Shopee;

(d)We may refuse to provide the Services to you now and in the future;

(e)We may hold your funds for a period of time reasonably needed to protect against the risk of your liability to Shopee or a third party, or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions.

For the purposes of this Section::

"Chargeback" means a request that a Buyer files directly with his or her debit or credit card company or debit or credit card issuing bank to invalidate a payment.

"Claim" means a challenge to a payment that a Buyer or Seller files directly with Shopee.

"Reversal" means the reversal of a payment by Shopee because (a) it is invalidated by the sender's bank, (b) it was sent to you in error by Shopee, (c) the sender of the payment did not have authorization to send the payment (for example: the sender used a stolen credit card), (d) you received the payment for activities that violated these Terms of Service or any other Shopee policy, or (e) Shopee decided a Claim against you.

22. SEVERABILITY

If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, then that provision shall be deemed severable from other terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.

23. GOVERNING LAW

23.1 These Terms of Service shall be governed by and construed in accordance with the laws of Singapore without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act, to the extent permitted by law, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever arising out of or relating to these Terms of Service against or relating to Shopee or any Indemnified Party under these Terms of Service shall be referred to and finally resolved by the court with jurisdiction where Shopee is located.

23.2 The agreement on the jurisdiction of this paragraph does not apply to the transaction dispute between the buyer and the seller, and the dispute between the Buyer and the Seller shall be settled according to Article 14.

24. GENERAL PROVISIONS

24.1 Shopee reserves all rights not expressly granted herein.

24.2 Shopee reserves the right to change, modify, suspend part or all of the Site or Services at any time in response to regulatory requirements or in accordance with the principle of good faith. Shopee may issue certain services or features in a trial version that may not function properly or function as a final release. Shopee may also impose restrictions on certain features in response to regulatory requirements or in accordance with the principle of good faith or limit your use of some or all of the Site or Services.

24.3 Shopee reserves the right to refuse to grant you the privilege to use the Site or Services or to allow you to open an Account for any reason.

24.4 SHOPEE MAY UPDATE THESE TERMS OF SERVICE AT ANY TIME BY POSTING AND PUBLISHING THE REVISED TERMS OF SERVICE ON THE SITE, AND SHOPEE WILL NOTIFY YOU SEVEN(7) DAYS PRIOR TO THE EFFECTIVE DATE OF THE REVISED TERMS OF SERVICE BY ANNOUNCEMENT OR EMAIL, OR BY SMS OR APP NOTIFICATION, ETC. IF YOU HAVE ANY SUGGESTION ON THE REVISED TERMS OF SERVICE, YOU SHOULD SEND IT IN WRITING TO YOUR ACCOUNT MANAGER. IF YOU FAIL TO SUBMIT YOUR SUGGESTION IN WRITING TO SHOPEE WITHIN SEVEN (7) DAYS AFTER YOU RECEIVED THE ABOVE NOTICE AND CONTINUE TO USE THE SERVICE, YOU AGREE AND ACCEPT THE REVISED TERMS OF SERVICE (INCLUDING THE ADDITIONAL TERMS AND POLICIES SET FORTH IN THESE TERMS OF SERVICE AND/OR BEING PROVIDED IN THE LINKS TO THESE TERMS OF SERVICE).

24.5 Before getting the written consent of Shopee, you shall not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

24.6 Nothing in these Terms of Service shall constitute a partnership, joint venture or principal-agent relationship between you and Shopee, nor does it authorise you to incur any costs or liabilities on Shopee’s behalf.

24.7 The failure of Shopee at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing.

24.8 These Terms of Service are solely for your and our benefit and are not for the benefit of any other person or entity, except for Shopee's affiliates and subsidiaries (and each of Shopee's and its affiliates' and subsidiaries' respective successors and assigns).

24.9 The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and, except as otherwise expressly agreed by both parties in writing, supersede any previous agreement or understanding between the parties in relation to such subject matter. In entering into the agreement formed by these Terms of Service, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

24.10 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption including without limitation the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you have and shall have in place all policies and procedures needed to ensure compliance with such requirements.

24.11 If you have any questions or concerns about these Terms of Service or any issues raised in these Terms of Service or on the Site, please contacts your Account Manager.

24.12 Users shall notify Shopee immediately after knowing that his Account is fraudulently used. Shopee shall notify Users immediately after knowing that the Users’ Account is fraudulently used and suspend the subsequent payment instructions of the Account. Shopee shall not be liable to Sellers in the following cases:
(a) Users have not properly kept the user ID and / or password;
(b) User provide the user ID and / or password to others;
(c) User do not use the account security mechanism provided by Shopee; or
(d) Other causes arising from the Users' intention or gross negligence.
The cost for investigating the fraudulent use of the Users’ Account shall be borne by Shopee.

24.16 If Users have any purchase dispute other than the return and refund on the Site, Users can ask Shopee for assistance by sending a request through the customer service mailbox, and Users shall provide the order, logistics, delivery, or the chat record of the Buyer and Seller and other corresponding supporting documents within the specified time limit according to the requirements of Shopee. Shopee will complete the investigation as soon as possible and, in accordance of the principle of good faith, decide to suspend the transaction or take other necessary measures to assist the Users to resolve the dispute.

Last Updated: 1 April 2021