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1. INTRODUCTION

1.1. Welcome to the Shopee platform (the "Site"). Please read the following Terms of Service carefully before using this Site or opening a Shopee account ("Account") so that you are aware of your legal rights and obligations with respect to Shopee Philippines Inc. and its affiliates and subsidiaries (individually and collectively, "Shopee", "we", "us" or "our"). The "Services" we provide or make available include (a) the Site, (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 (including live streams), 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 ("Content"). Any new features added to or augmenting the Services are also subject to these Terms of Service. These Terms of Service govern your use of Services provided by Shopee.

1.2 The Services include an online platform 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.

1.3 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 Shopee Privacy Policy linked hereto.

1.4 Shopee reserves the right to change, modify, suspend or discontinue all or any part of this Site or the Services at any time or upon notice as required by local laws. Shopee may release certain Services or their features in a beta version, which may not work correctly or in the same way the final version may work, and we shall not be held liable in such instances. Shopee may also impose limits on certain features or restrict your access to parts of, or the entire, Site or Services in its sole discretion and without notice or liability, including, but not limited to, your failure to comply with these Terms of Service.

1.5 Shopee reserves the right to refuse to provide you access to the Site or Services or to allow you to open an Account for any reason. BY USING SHOPEE SERVICES OR OPENING AN ACCOUNT, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN, IN OUR SELLER EDUCATION HUB, HELP CENTER AND/OR LINKED HERETO. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. 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 THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. 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 OR COMPANY SERVICES USING SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPEN OR CREATED LATER.

2. PRIVACY

2.1 Your privacy is very important to us at Shopee. To better protect your rights we have provided the Shopee Privacy Policy to explain our privacy practices in detail. Please review the Shopee Privacy Policy to understand how Shopee collects and uses the information associated with your Account and/or your use of the Services (the “User Information”). By using the Services or providing information on the Site, you:

(a) consent to Shopee's collection, use, disclosure and/or processing of your Content, personal data and User Information as described in the Shopee Privacy Policy;

(b) agree and acknowledge that the proprietary rights of your User Information are jointly owned by you and Shopee; and

(c) shall not, whether directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information, without Shopee’s prior written consent.

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 (a) comply with all applicable personal data protection laws with respect to any such data; (b) 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 (c) allow the Disclosing Party to review what information have been collected about them by the Receiving Party, in each case of (b) and (c) above, in compliance with and where required by applicable laws.

3. LIMITED LICENSE

3.1 Shopee grants you a limited and revocable license 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, either in part or as a whole, without notice.

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 to the software 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 Shopee 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 You agree that Shopee may for any reason, in its sole discretion and with or without notice or liability to you or any third party, immediately terminate or suspend your Account and your User ID, remove or discard from the Site any Content associated with your Account and User ID, withdraw any subsidies offered to you, cancel, or suspend any transactions associated with your Account and User ID, temporarily or in more serious cases permanently withhold any sale proceeds or refunds, and/or take any other actions that Shopee deems necessary. Grounds for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, as determined by us from time to time, (b) violation of the letter or spirit of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behaviour (d) having multiple user accounts, (e) buying products on the Site for the purpose of commercial re-sale, (f) abnormal or excessive purchasing of products from the same Seller or related group of Sellers, (g) voucher or promotion abuse (including, but not limited to, selling of vouchers to third parties, selling of vouchers or other credits at a significant markup above face value, and/or abnormal or excessive use of vouchers on the Site), (h) failure to make timely payment of any outstanding amount (or other obligation) owed to Shopee or any of its affiliates (subject to applicable law), (i) creation, exploitation, or use of any unauthorized third-party software or products in conjunction with or operate the functions available on Shopee, (j) failure to pay any applicable tax, including withholding tax (if applicable), or to submit true and accurate documents as required by applicable laws or regulations, including the Verification Documents (as defined below), or (k) behaviour that is harmful to other Users, third parties, or the business interests of Shopee. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice to you. If a legal dispute arises or law enforcement action is commenced relating to your Account or your use of the Services for any reason, Shopee may terminate your Account immediately with or without notice.

5.4 Users may terminate their Account if they notify Shopee in writing (including via email at help@support.shopee.ph) of their desire to do so. You understand and agree that your account will, at the earliest, be terminated twenty-four (24) hours after the request for termination. 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.

5.6 If you are a Seller, you may be entitled to create sub-accounts (“Sub-Account”) on the sub-account platform operated by Shopee (“Sub-Account Platform”) that are linked to your Account(s). You acknowledge and agree that: (a) the purpose of the Sub-Accounts are to enhance the management of your Account(s) as a Seller, and you shall not use the Sub-Accounts for any other purposes (including, but not limited to, fraudulent or illegal activities); (b) while Sub-Accounts are not considered “Accounts” for the purposes of these Terms of Service, the provisions of this Section 5 shall apply mutatis mutandis to the Sub-Accounts, except that references to “Accounts” shall be to the Sub-Accounts; (c) Sub-Accounts can be configured to have access to your Account(s) and the same rights as your Account(s) (or parts thereof), and you expressly acknowledge and agree that: (i) you are solely responsible for creating and configuring Sub-Accounts, and granting and controlling third party access to the Sub-Accounts; (ii) any third parties to whom you grant access to your Sub-Accounts will have the ability to access and operate your Account; (iii) we shall be entitled to treat any actions of the Sub-Accounts as actions of your Account; and (iv) you shall be responsible for all actions of the Sub-Accounts; and (d) Shopee reserves the right to amend or terminate the operation of the Sub-Account Platform and to close any Sub-Accounts at any time in its sole discretion.

6. TERM OF USE

6.1 The license for use of this Site and the Services is effective until terminated. This license 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.

6.2 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)    upload, post, transmit or otherwise make available any Content featuring an unsupervised minor or use the Services to harm minors in any way;

(d)    use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity, including submission of any false or erroneous Verification Documents (as defined below);

(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;

(i)        use the Services or upload Content in a manner that is fraudulent, unconscionable, false, misleading or deceptive;

(j)        open and/or operate multiple user accounts in connection with any conduct that violates either the letter or spirit of these Terms of Service;

(k)    access the Shopee platform, open a user account, or otherwise access your user account using any non-official Shopee hardware or software, including but not limited to an emulator, simulator, bot or other similar hardware or software;

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

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

(n)    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;

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

(p)    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);

(q)    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;

(r)    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;

(s)    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;

(t)        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;

(u)    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;

(v)    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;

(w)    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;

(x)    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 Her Majesty’s Treasury;

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

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

(aa)    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

(bb)    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.

6.3 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 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. To the maximum extent permitted by applicable law, under no circumstances will Shopee be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of, or reliance on, any Content posted, emailed, transmitted or otherwise made available on the Site.

6.4 You acknowledge that Shopee and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, stop, suspend, remove or move any Content, including without limitation any Content or information posted by you, that is available on the Site without any liability to you. Without limiting the foregoing, Shopee and its designees shall have the right to remove any Content (a) that violates these Terms of Service or our Prohibited and Restricted Items Policy; (b) if we receive a complaint from another User; (c) if we receive a notice or allegation of intellectual property infringement or other legal instruction or request for removal; or (d) 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. In this regard, you acknowledge that you have not and, to the maximum extent permitted by applicable law, may not rely on any Content created by Shopee or submitted to Shopee, including, without limitation, information in Shopee Forums and in all other parts of the Site.

6.5 You acknowledge, consent to and agree that Shopee may access, preserve and/or disclose your Account information, Content, and any other materials or information you provide to us to any legal, regulatory, or governmental authority, the relevant rights owner, or other third parties if required to do so by law, pursuant to an order of a court or lawful request 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 or our Prohibited and Restricted Items Policy; (c) respond to claims that any Content or conduct by you violates the rights of third parties, including intellectual property rights; (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 acknowledge, consent and agree that Shopee may collect, use and/or process data relating to product performance for the purposes of narrowing down product listings and improving Shopee services and user experience (including to combine Seller performance data with other product performance data, to the extent relevant).

7. VIOLATION OF OUR TERMS OF SERVICE

7.1 Violations of these Terms of Service may result in a range of actions, including, without limitation, any or all of the following:

(a)    Listing deletion

(b)    Limits placed on Account privileges

(c)    Account suspension and subsequent termination

(d)    Criminal charges

(e)   Civil actions, including without limitation a claim for damages and/or interim or injunctive relief

(f) Withdrawal of any subsidies offered to you, cancelation or suspension of any transactions associated with your Account and User ID, the temporary or permanent withholding of sale proceeds or refunds, and/or initiation of debit or credit entries in your Seller Balance (if applicable) as set forth in Sections 5.3 and 10.7

(g) Any other action Shopee is authorized to undertake pursuant to applicable laws

7.2 If you believe a User on our Site is violating these Terms of Service, please contact help@support.shopee.ph.

8. REPORTING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT

8.1 As stated above, Shopee does not allow listings that violate the intellectual property rights of brands or other intellectual property rights owners (“IPR Owner”).

8.2 Except where expressly stated otherwise, the Users are independent individuals or businesses and they are not associated with Shopee in any way and Shopee is neither the agent nor representative of the Users and does not hold and/or own any of the merchandise listed on the Site.

8.3 If you are an IPR Owner or an agent duly authorised by an IPR Owner (“IPR Agent”) and you believe that your right or your principal’s right has been infringed, please notify us by submitting the online form here and provide us the documents requested below to support your claim. Do allow us time to process the information provided. Shopee will respond to your complaint as soon as practicable.

8.4 Complaints under this Section 8 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) a description of the type and nature of intellectual property right that is allegedly infringed and proof of rights; (c) a description of the nature of alleged infringement with sufficient details to enable Shopee to assess the complaint; (d) URL(s) of the listing(s) which contains the alleged infringement; (e) sufficient information to allow Shopee to contact the Informant, such as Informant’s physical address, telephone number and e-mail address; (f) 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 not authorised by the IPR Owner or the law; (g) a statement by the Informant that the information in the notification is accurate, that the Informant will indemnify us for any damages we may suffer as a result of the information provided by the Informant, and that the Informant has the appropriate right or is authorised to act on the IPR Owner’s behalf in all matters relating to the complaint.

8.5 Shopee acknowledges that a brand or manufacturer may, subject to applicable law, have the right to enter into certain exclusive distribution agreements or minimum advertised price agreements for its products with other third parties. However, violations of such agreements do not constitute intellectual property rights infringement. As the enforcement of these agreements is a matter between the brand or manufacturer and the respective third parties with whom it contracts, Shopee generally does not assist in the enforcement of such exclusive distribution rights or price-control matters except where required by law.

8.6 Without limitation to the indemnity at Section 33, each and every Seller agrees to indemnify and hold Shopee and its affiliates harmless from any and all claims, causes of action, damages and judgments arising out of or relating to (a) any intellectual property infringement claim, complaint, or violation relating to any Content or product listings, and/or (b) any removal of such Content or product listings pursuant to or in relation to any intellectual property infringement claim, complaint, or violation.

9. PURCHASE AND PAYMENT

9.1 Shopee supports one or more of the following payment methods:

(a)    Credit Card

Card payments are processed through third-party payment channels and the type of credit cards accepted by these payment channels may vary depending on the jurisdiction you are in.

(b)    Cash on Delivery (COD)

Buyers may pay cash directly to the delivery agent upon their receipt of the purchased item.

(c)    Other online payment channels

Buyers may pay through the various online payment channels available on the Site.

9.2 Buyers may only change their preferred mode of payment for their purchase prior to making payment.

9.3 Shopee takes no responsibility and assumes no liability for any loss or damages to Buyer arising from shipping information and/or payment information entered by Buyer or a wrong remittance by Buyer in connection with the payment for the items purchased. We reserve the right to check whether Buyer is duly authorised to use a certain payment method, and may suspend the transaction until such authorisation is confirmed or cancel the relevant transaction where such confirmation is not available.

10. SELLER BALANCE

10.1 Seller Balance facilitates the storage of money Sellers receive from their sales. The sum of this money, minus any withdrawals, will be reflected as a Seller Balance.

10.2 Seller may transfer funds from the Seller Balance to his/her linked bank account (“Linked Account”) by submitting a transfer request (“Withdrawal Request”) up to a maximum of PhP500,000.00 per day. Shopee may also automatically transfer funds from the Seller Balance to a Seller's Linked Account on a regular basis, as determined by Shopee. Shopee shall only process such transfers on business days and such transfers may take one (1) to three (3) business days to be reflected in a Seller’s Linked Account.

Seller must ensure that his/her Linked Account is at all times under the registered name or tradename of Seller with the relevant tax authority in compliance with and where required by applicable laws. To verify whether this requirement applies to you as a Seller, you may wish to refer to this Seller Education Hub article for more information.

10.3 Each Seller is entitled to a certain number of free Withdrawal Requests; however, Shopee may, in its sole discretion, determine that a Seller is making an excessive number of Withdrawal Requests (based on the frequency and the type) and in this case, impose a fee for excessive Withdrawal Requests. For the avoidance of doubt, the determination of whether a Withdrawal Request will be free of charge or considered excessive, and the amount of fee to be imposed on excessive Withdrawal Requests, shall be at Shopee’s sole discretion.

10.4 Money from a Seller's sale of items on Shopee shall be credited to the Seller Balance within three (3) days after the item is delivered to Buyer or immediately after Buyer has acknowledged that they have received the item. Money from refunds of items on Shopee shall be debited from your Seller Balance within one (1) day of the return or refund request being approved.

10.5 Once submitted, Seller may not modify or cancel a Withdrawal Request.

10.6 If there is an error in the processing of any transaction, you authorize us to initiate debit or credit entries to your designated bank account, to correct such error, provided that any such correction is made in accordance with applicable laws and regulations. If we are unable to debit your designated bank account for any reason, you authorize us to resubmit the debit, plus any applicable fees, to any other bank account or payment instrument that you have on file with us or to debit the amount and applicable fees from your Seller Balance in the future.

10.7 You authorize us to initiate debit or credit entries to your Seller Balance:

(a)    to correct any errors in the processing of any transaction;

(b)    where Shopee has determined that you have engaged in fraudulent or suspicious activity and/or transactions;

(c)    in connection with any lost, damaged or incorrect items;

(d)    in connection with any rewards or rebates;

(e)    in connection with any uncharged fees;

(f)        in connection with the settlement of any transaction dispute, including any compensation due to, or from, you;

(g)    in connection with any liability or payment that Shopee has determined is attributable to breach of your obligation/s to Shopee, other Users or third parties, including any behaviour that is harmful to other Users, third parties, or the business interests of Shopee;

(h)    in connection with any banned items or items that are detained by customs;

(i)        in connection with any change of mind agreed to by both Buyer and Seller;

(j)        in connection with the settlement of any outstanding amount (or other obligation) owed to Shopee or any of its affiliates, subject to applicable law; and

(k)    to purchase Advertising Credits (as defined below) where you have activated the Advertising Credits Top Up Feature (as defined below) and your Advertising Credits (as defined below) have fallen below your Advertising Credits Minimum Amount (as defined below) .

10.8 If your Account has been terminated, deactivated, or suspended in accordance with these Terms of Service, or your Account remains inactive (for such duration as Shopee may prescribe from time to time), we shall be entitled to charge a fee for the administration of any remaining Seller Balance in your Account. The amount and frequency of such fee shall be as Shopee may prescribe from time to time.

11. SHOPEE GUARANTEE

11.1 Shopee Guarantee is a service provided by Shopee or its authorised agent to protect purchases. 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 (“Shopee Guarantee Account”). Seller will not receive interest or other earnings from the sum Buyer has paid into Shopee Guarantee Account.

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

11.2 After Buyer makes payment for his/her order (“Buyer’s Purchase Monies”), Buyer’s Purchase Monies will be held in Shopee Guarantee Account until:

(a)    Buyer sends confirmation to Shopee that Buyer has received his/her purchased items, in which case, unless 11.2(d) applies, Shopee will release Buyer’s Purchase Monies (less the Seller’s proportion of the Shipping Fee (if applicable and as defined below), Transaction Fee (as defined below), Shopee Commission Fee (as defined below), Cross Border Fee (if applicable and as defined below), and withholding tax (if applicable)) in Shopee Guarantee Account to Seller;

(b)    Shopee Guarantee Period (or any approved extension under 11.3) expires, in which case, unless 11.2(c) or 11.2(d) applies, Shopee will release Buyer’s Purchase Monies (less the Seller’s proportion of the Shipping Fee (if applicable and as defined below), the Transaction Fee (as defined below), Shopee Commission Fee (as defined below), Cross Border Fee (if applicable and as defined below), withholding tax (if applicable)) in Shopee Guarantee Account to Seller;

(c)    Shopee determines that Buyer’s application for a return of purchased items and/or refund is successful, in which case, unless 11.2(d) applies, Shopee will provide a refund to Buyer, subject to and in accordance with the Section 18.2 and the Refunds and Return Policy;

(d)    such other time as Shopee reasonably determines that a distribution of Buyer’s Purchase Monies (less the Seller’s proportion of the Shipping Fee (if applicable and as defined below),  Transaction Fee (as defined below), Shopee Commission Fee (as defined below), and Cross Border Fee (if applicable and as defined below), and withholding tax (if applicable)) is appropriate, including, without limitation, where it deems reasonably necessary to comply with applicable law or a court order or to enforce these Terms of Service.

11.3 Payments made through Shopee channels will be held in the Shopee Guarantee Account for a specified period of time (the “Shopee Guarantee Period”). To find out more about the Shopee Guarantee Period, please click this link. Buyer may apply for a one-time extension of the Shopee Guarantee Period prior to the expiry of the applicable Shopee Guarantee Period, subject to and in accordance with the Refunds and Return Policy. Upon Buyer’s application, Shopee Guarantee Period may be extended for a maximum period of three (3) days unless Shopee in its sole discretion determines that a longer extension is appropriate or required.

11.4 If, for any reason, the Seller's bank account cannot be credited and/or Seller cannot be contacted, Shopee will use reasonable endeavors to contact Seller using the contact details provided by him/her. In the event that the Seller cannot be contacted and the Buyer’s Purchase Monies remain unclaimed for more than six (6) months after they become due to Seller pursuant to Section 11.2, Shopee will deal with such unclaimed Buyer's Purchase Monies in accordance with any applicable laws.

11.5 Seller/Buyer must be the beneficial owner of the Account and conduct transaction on the Site only on behalf of himself or herself. In respect of Seller, Seller must register its Account with Shopee under the registered name and tradename of Seller with the relevant tax authority in compliance with and where required by applicable laws or by Shopee. To know if this requirement applies to you, you may refer to this Seller Education Hub article. Shopee may require Seller/Buyer to provide his or her personal data such as, but not limited to, recent identity photograph, bank account details, proof of registration with the relevant taxing authority (if required under applicable laws), and/or any other such documentation necessary or required, for verification purposes, including verification required by third party payment processing and logistic service providers and relevant legal, regulatory, or governmental authorities ("Verification Documents"). If submission by Seller/Buyer of any Verification Documents to Shopee is mandated by any applicable law, Seller/Buyer must comply with the requirements of such applicable law, including but not limited to the requirements as to the form, substance, timeline and frequency of the submission. Seller/Buyer hereby grants Shopee his/her consent to use or provide to third parties his/her Verification Documents which may contain his/her personal data to facilitate his/her use of the Site. Further, Seller/Buyer authorises Shopee to use his/her Verification Documents which may contain his/her personal data to make any inquiries Shopee considers necessary to validate his/her identity with the appropriate entity such as, but not limited to as his/her Linked Account. For more information in relation to how Shopee handles your Verification Documents or personal data, please visit Shopee Privacy Policy.

Seller/Buyer acknowledges and agrees that Seller/Buyer's failure to comply with this Section will result in a range of actions as stated in Sections 1.5, 5.3, 6.2, 7.1 and 10.7.

11.6 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. Without limitation, the Shopee Guarantee does not constitute a product warranty.

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

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

12. SHOPEE COIN REWARD SYSTEM

12.1 Users may earn loyalty points (“Shopee Coin”) by buying merchandise on the Site using the Shopee Guarantee system or through participation in other Shopee activities as Shopee may from time to time determine (“Eligible Activities”) based on the conversion rate determined by Shopee in its sole discretion (“Shopee Coin Reward System”). Generally, Shopee Coin will be credited to a User’s Account upon the completion of a successful transaction or activity approved by Shopee. You are eligible to participate in the Shopee Coin reward system if you are a User and your Account does not expressly exclude you from participation.

12.2 Transactions not completed on the Site do not qualify for the Shopee Coin Reward System. Shopee may at its sole discretion exclude categories of items from the Shopee Coin Reward System.

12.3 Shopee Coins credited to Buyers have no monetary value, do not constitute Buyers’ property and cannot be purchased, sold, transferred or redeemed for cash by Buyer.

12.4 Subject to Shopee rules and regulations as determined, varied or modified by Shopee from time to time, subject to any cap imposed by Shopee at its sole discretion, User may redeem Shopee Coin by sending a request to Shopee and use Shopee Coin to offset the purchase price of selected items when making purchases on the Site as advised by Shopee from time to time. All refunds will be subject to Sections 18.2 and 18.4 and the Refunds and Return Policy.

12.5 The Shopee Coin you redeem will be deducted from your Shopee Coin balance. Each Shopee Coin comes with an expiry date. Do check your account details on the Site for Shopee Coin balances and expiry dates.

12.6 From time to time, we may tell you that bonus Shopee Coin will be awarded for particular Eligible Activities. This may include but is not limited to purchases you make at participating Sellers or pursuant to specific promotional offers. We will notify you of the terms of such bonus awards if any from time to time.

12.7 If you have a dispute in relation to the number of Shopee Coin which you have been awarded in respect of an Eligible Activity, such a dispute must be made within one (1) month from the date of the Eligible Activity. We may require you to provide evidence to support your claim.

12.8 Shopee gives no warranty and accepts no responsibility as to the ultimate tax treatment of Shopee Coin. You will need to check with your tax advisor whether receiving Shopee Coin affects your tax situation.

12.9 Shopee reserves the right to (a) discontinue the Shopee Coin Reward System at any time at its sole discretion and (b) cancel or suspend a User’s right to participate in the Shopee Coin Reward System, including the ability to earn and redeem Shopee Coin at its sole discretion.

13. SHOPEE COINS MARKETING SERVICES

13.1 Sellers may purchase Shopee Coins for gratuitous distribution to Buyers for marketing purposes under the “Marketing Centre” section of the Seller Centre (“Marketing Centre”). If you are a Seller that purchases Shopee Coins, you will be deemed to have consented to the terms and conditions described in this Section, and any explanatory materials published on this Site, the Seller Centre or otherwise communicated to Sellers in writing (“Seller Coins Rules”).

13.2 In order to purchase Shopee Coins, you must be an eligible Seller under the Seller Coins Rules. At the time you purchase and pay for the Shopee Coins, your Account must not be suspended.

13.3 You may purchase Shopee Coins via the payment methods set out in the Marketing Centre. After payment is completed, the Shopee Coins will be issued to your Account for giveaway to Buyers within 24 hours, and shall expire six (6) months after purchase or such other time as determined by Shopee. Except as otherwise provided in the applicable Seller Coins Rules, you may not cancel the order and/or request for a refund after you have purchased Shopee Coins and completed the payment process.

13.4 Shopee Coins purchased by Sellers may only be given away, free-of-charge, to Buyers via promotional channels made available in the Marketing Centre. You may not sell, redeem, or otherwise deal in, Shopee Coins under any circumstances. You agree that failure to comply with this Section or any of the Seller Coins Rules may, without limitation, result in the forfeiture of Shopee Coins purchased by you, in addition to any other actions or remedies that Shopee may take or enforce.

13.5 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 purchase and gratuitous distribution of Shopee Coins.

13.6 You are advised to only purchase Shopee Coins after fully considering your budget and intended advertising objectives. Except as otherwise provided in these Terms of Service or the Seller Coins Advertising Rules, 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 results or intended results of purchasing Shopee Coins.

13.7 IF, NOTWITHSTANDING ANYTHING IN THESE TERMS OF SERVICE, SHOPEE IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE) IN RELATION TO THE PURCHASE BY YOU OF SHOPEE COINS, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE SHOPEE COINS IN QUESTION ONLY.

14. SHOPEE COIN CASHBACK VOUCHER

14.1 Users may receive a voucher entitling them to additional Shopee Coins (the “Shopee Coin Cashback Voucher”) on eligible purchases on the Site. Upon the completion of a successful transaction where the Shopee Coin Cashback Voucher has been applied, additional Shopee Coins will be credited to a User’s Account based on the conversion rate as indicated in the terms and conditions of such Shopee Coin Cashback Voucher (“Additional Shopee Coins Rate”) or as determined by Shopee in its sole discretion. Shopee Coins credited to a User following the redemption of a Shopee Coin Cashback Voucher shall have the same terms and conditions (including in relation to expiry) as regular Shopee Coins.

15. SHOPEEPAY CREDITS MARKETING SERVICES

15.1 Sellers may purchase ShopeePay credits (“ShopeePay Credits”) for gratuitous distribution to Buyers for marketing purposes by issuing purchase orders through Shopee. If you are a Seller that purchases ShopeePay Credits, you will be deemed to have consented to the terms and conditions described in this Section, and any explanatory materials published on this Site, any purchase order form or invoice, the Seller Centre or otherwise communicated to Sellers in writing (“ShopeePay Credits Rules”).

15.2 In order to purchase ShopeePay Credits, you must be an eligible Seller under the ShopeePay Credits Rules. At the time you purchase and pay for the ShopeePay Credits, your Account must not be suspended.

15.3 Shopee will issue an invoice to you after you have purchased ShopeePay Credits, and you may pay for the ShopeePay Credits via the payment methods specified in such invoice. After payment is completed, the ShopeePay Credits will be credited to you for giveaway to Buyers within 24 hours. Except as otherwise provided in the applicable ShopeePay Credits Rules, you may not cancel the order and/or request for a refund after you have purchased ShopeePay Credits and completed the payment process.

15.4 ShopeePay Credits purchased by Sellers may only be given away, free-of-charge, to Buyers via promotional channels made available through, and administered by, Shopee. You may not sell, redeem, or otherwise deal in, ShopeePay Credits under any circumstances. You agree that failure to comply with this Section or any of the ShopeePay Credits Rules may, without limitation, result in the forfeiture of ShopeePay Credits purchased by you, in addition to any other actions or remedies that Shopee may take or enforce.

15.5 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 purchase and gratuitous distribution of ShopeePay Credits.

15.6 You are advised to only purchase ShopeePay Credits after fully considering your budget and intended advertising objectives. Except as otherwise provided in these Terms of Service or the ShopeePay Credits Advertising Rules, 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 results or intended results of purchasing ShopeePay Credits.

15.7 IF, NOTWITHSTANDING ANYTHING IN THESE TERMS OF SERVICE, SHOPEE IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE) IN RELATION TO THE PURCHASE BY YOU OF SHOPEEPAY CREDITS, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE SHOPEEPAY CREDITS IN QUESTION ONLY.

16. DELIVERY

16.1 Shopee will inform Seller when Shopee receives Buyer’s Purchase Monies. Unless otherwise agreed with Shopee, Seller should then make the necessary arrangements to have the purchased item delivered to Buyer and provide details such as the name of the Logistics Service Provider (as defined below), the tracking number, etc. to Buyer through the Site.

16.2 Seller must use his/her best effort to ensure that Buyer receives the purchased items within, whichever applicable, the Shopee Guarantee Period or the time period specified by Seller on Seller’s listing.

For the delivery of products by Seller to Buyer within the Philippines, Seller and Buyer may choose the logistics service company which will provide the delivery service in cooperation with Shopee. Shopee acts as an intermediary that brings together Seller and Buyer with the logistics service company chosen by Seller and/or Buyer (“Logistics Service Provider”). Seller and Buyer are the parties who appoint and use the services of the Logistics Service Provider  in delivering products from Seller to Buyer. Payment of shipping costs for each service delivery of products (“Shipping Fee”)  is the responsibility of Buyer and Seller.

Subject to the provisions in Section 16.1 above, delivery will be made by the Logistics Service Provider, and not by Shopee. Shopee is responsible for facilitating reports/complaints from Buyers if Buyer has not received the purchased item within the estimated timeframe. In the event that Buyer has not received the purchased item within the estimated timeframe that the Purchased item should have been received in accordance with the Shopee Policies and the terms of the Shopee Guarantee, Buyer must notify Shopee customer service through the Site. Shopee will then forward the notification of Buyer to Seller and/or the Logistics Service Provider to find the best solution for Seller and Buyer.

16.3 Shopee may offer Buyers a guaranteed delivery date for eligible products ("Eligible Products”). If an Eligible Product does not arrive on or before the guaranteed delivery date as stated in the Order Details page on the Site ("Guaranteed Arrival Date”), Shopee may issue a voucher ("On Time Guarantee Voucher”) to Buyer. Delivery dates shown on the Product Details page are indicative estimates only, and Shopee is not responsible for any other delivery date that is not stated in the Order Details page. For Eligible Products, once the Guaranteed Arrival Date has passed, Buyers need to claim the On Time Guarantee Voucher on the Order Details page within three (3) days of the date the Buyer clicks “Order Received” or, if the Buyer does not click “Order Received”, within three (3) days of the date the status of the Eligible Product is reflected as “Completed” on the Site, otherwise the voucher will be forfeited. On Time Guarantee Vouchers cannot be cashed in whole or in part or transferred in any way, are based on availability and are subject to the terms and conditions of usage (including validity period) as specified by Shopee from time to time. For the avoidance of doubt, On Time Guarantee Vouchers are offered at Shopee’s discretion and shall not constitute any admission of liability or wrongdoing by Shopee. By using the On Time Guarantee Voucher, Buyer unconditionally and unequivocably waives, release and discharges Shopee from all actions, proceedings, claims and demands whatsoever which Buyer may have in respect of a failed or late delivery of Eligible Products.

16.4 Users understand that Seller bears all risk attached to the delivery of the purchased item(s) and warrants that he/she 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 or, lost during the course of delivery or where there is failure of delivery, Users acknowledge and agree that Shopee will not be liable for any damage, expense, cost or fees resulting therefrom and Seller and/or Buyer will reach out to the Logistics Service Provider to resolve such dispute.

16.5 For Cross-Border Transaction, Users understand and acknowledge that, where a product listing states that the product will ship from overseas, such product is being sold from a Seller based outside of the Philippines, and the importation and exportation of such product is subject to local laws and regulations. Users should familiarise themselves with all import and export restrictions that apply to the designating country. Users acknowledge 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 products to the Philippines.

For the avoidance of doubt, for all delivery services, Shopee's responsibility is limited to facilitating Buyer's reports/complaints to Seller and/or the Logistics Service Provider concerned. If Buyer does not give notice within a reasonable period of time as specified in the Shopee Policies and Shopee Guarantee, Buyer shall be deemed to have received the Purchased item in accordance with the Shopee Policies. Each Buyer and Seller understands and agrees that Shopee will not be responsible for, and holds Shopee harmless from, any damages, expenses, costs or fees arising from shipping the purchased item. Seller and/or Buyer will discuss any complaints with the Logistics Service Provider, through Shopee, to resolve the issue.

17. ADVANCED FULFILMENT PROGRAM
 
17.1 Shopee may invite Sellers to provide advanced shipment of products (“Sellable Advanced Stock”) to Shopee’s designated locations (such as Shopee’s fulfilment centers) to expedite the fulfilment process if and when an order is made for Sellable Advanced Stock. Shopee may move Sellable Advanced Stock from such designated location to another storage facility without Seller’s knowledge and consent.
 
17.2 Title of Sellable Advanced Stock remain with Seller and shall at no point in time transfer to Shopee. If an order is made, title remains with Seller until they have been transferred to the Buyer upon delivery. If no order is made within an availability period as determined by Shopee, Shopee will return the Sellable Advanced Stock to Seller.
 
17.3 Prior to the delivery of any Sellable Advanced Stock, Seller and Shopee shall agree on the type and quantity of Sellable Advanced Stock via Advanced Fulfilment orders ("Advanced Fulfilment Orders”) on the Seller Center.
 
17.4 Before accepting delivery of Sellable Advanced Stock, Shopee may verify that the delivered Sellable Advanced Stock conform with the Advanced Fulfilment Orders. If there is any discrepancy between the Sellable Advanced Stock delivered and the information in the Advanced Fulfilment Orders, or if any Sellable Advanced Stock is unlabeled, insufficiently labelled, defective, damaged, unfit for a particular purpose or violates these Terms of Service (“Unsuitable Advanced Stock”), Shopee may (a) reject delivery of the Unsuitable Advanced Stock (or part thereof), or (b) may return Unsuitable Advanced Stock to Seller (at Seller’s cost).
 
17.5 Shopee may charge additional service fees in respect of the Advanced Fulfilment Program. Such fees shall be as determined by Shopee from time to time. 

18. CANCELLATION, RETURN AND REFUND

18.1 Buyer may only cancel his/her order prior to the payment of Buyer’s Purchase Monies into Shopee Guarantee Account.

18.2 Buyer may apply for the return of the purchased item and refund, subject to and in accordance with Shopee’s Refunds and Return Policy. Please refer to Shopee’s Refunds and Return Policy for further information.

18.3 Shopee reserves the right to cancel any transaction on the Site and Buyer agrees that Buyer’s sole remedy will be to receive a refund of the Buyer’s Purchase Monies paid into the Shopee Guarantee Account.

18.4 If you have redeemed Shopee Coin for your transaction and you are successful in obtaining a refund based on Shopee’s Refunds and Return Policy, Shopee shall refund the monies you have actually paid for the purchased item and credit back any redeemed Shopee Coin to your Account separately.

18.5 Shopee does not monitor the cancellation, return, and refund process for offline payment.

19. SELLER’S RESPONSIBILITIES

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

19.2 The price of products for sale will be determined by Seller at his/her own discretion. The price of a product 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.

19.3 Seller agrees that Shopee may at its discretion engage in promotional activities to facilitate transactions between Buyer and Seller by reducing, discounting or refunding fees, or in other ways determined by Shopee from time to time. The final price that Buyer will pay will be the price with this adjustment applied to it.

19.4 For the purpose of promoting the sales of the products listed by Seller, Shopee may post such products (at adjusted price pursuant to Section 19.3) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by Shopee.

19.5 Seller shall issue invoices to Buyer.

19.6 Seller acknowledges and agrees that Seller will be responsible for paying all taxes, customs and duties for the product 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.

19.7 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.

20. PAID ADVERTISING

20.1 Shopee offers keyword advertising and/or other advertising services including participating in product search ads (“Product Search Ads”), shop search ads (“Shop Search Ads”), discovery ads (“Discovery Ads”), boost ads (“Boost Ads”), and display ads ("Display Ads") (hereinafter referred to as "Paid Advertising Services") on its Paid Advertising 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 the Site, the Paid Advertising Site or otherwise communicated to Sellers in writing (hereinafter referred to as the "Paid Advertising Rules"). Sellers who purchase Paid Advertising Services agree to be bound by the Paid Advertising Rules. If you are not agreeable to being bound by the Paid Advertising Rules, do not buy any Paid Advertising Services.

20.2 In order to purchase Paid Advertising Services, you must be an eligible Seller under the Paid Advertising Rules. At the time when you purchase and pay for the Paid Advertising Services, your Account must not be suspended.

20.3 You may order Display Ads services through the Seller Centre by setting your preferred advertising dates and budget. Shopee shall use commercially reasonable efforts to fulfill your Display Ads order, but does not guarantee that the (a) dates requested by Seller, and/or (b) the number of impressions associated with the budget set by Seller, will be fulfilled. All Display Ads must comply with any style guides set by Shopee from time to time, including font types and sizes. Shopee may provide access to Shopee fonts to Sellers, and Sellers agree (a) the font constitutes Shopee’s Intellectual Property and is subject to any terms and conditions set by Shopee from time to time, and (b) not to use such fonts for any purpose other than use in the Display Ads. For the avoidance of doubt, Shopee reserves the right to (a) reject any Display Ads order (whether partially or in full), and/or (b) take down any Display Ads, at its sole and absolute discretion, and with or without notification to the Seller. Shopee expressly reserves the right to take down any Display Ad following an order from any government authority, in which case you agree that Shopee shall not be in breach of its obligations under these Terms of Service, and you shall not be entitled to any refund of fees. Shopee reserves the right to charge a fee in the event the Seller requests to edit or cancel its Display Ads order. After the Display Ads services have been delivered, Shopee shall invoice the Seller based on the number of actual impressions received, and Seller shall pay such invoice in accordance with the terms set out in the invoice. The billing information that the Seller provides will be used for invoice and tax invoice generation for Display Ads. The Seller is responsible for ensuring that the billing information is correct prior to submitting a Display Ads order. Any error in the billing information submitted which may result in wrong information in the invoice and tax invoice are the Seller's responsibility. Shopee has the right to reject invoice revision requests due to wrong information being submitted by the Seller.

20.4 You may purchase Search Ads, Boost Ads, Discovery Ads, and Display Ads by purchasing advertising credits on the Paid Advertising Site (“Advertising Credits”), and fees payable for the Paid Advertising Services will be deducted from the Advertising Credits on a pay-per-click basis, as determined by Shopee. All Advertising Credits will be subject to value-added tax. Shopee may also issue Advertising Credits to you free of charge as part of its promotional programs from time to time, in which case such free Advertising Credits shall expire six (6) months after issuance, or such other period as determined by Shopee in its sole discretion. Except as otherwise provided in the applicable Paid Advertising Rules, you may not cancel the order and/or request for a refund after you have purchased Advertising Credits and completed the payment process.

20.5 You have the option to purchase Search Ads, Boost Ads, and Discovery Ads at the time you list a product for sale or subsequently. When you purchase Paid Advertising Service, you can set different budgets, keywords, marketing periods, etc. for each product in accordance with the Paid Advertising Rules. You may also choose to have your Advertising Credits automatically topped up via your Seller Balance (“Advertising Credits Top Up Feature”) if your Advertising Credits balance falls below an amount set by you (“Advertising Credits Minimum Amount”). When activating the Advertising Credits Top Up Feature, you may choose the Advertising Credits Minimum Amount and the amount of top up, and you consent to the debit of your Seller Balance in accordance with Section 10. The Paid Advertising Service for each product 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 or Advertising Credits to other products if a product is sold or unlisted during the Paid Advertising Period you set for that item. The Advertising Credits will also not be refunded.

20.6 The products for sale that you list on the Site must comply with all relevant laws and regulations, the Paid Advertising Rules, these Terms of Service and the Prohibited and Restricted Items Policy. You understand and agree that Shopee has the right to immediately remove any product listing which violates any of the foregoing and any Paid Advertising fees that you have paid or Advertising Credits you have used in relation to any product listing removed pursuant to this Section 20.6 will not be refunded. Shopee will also not be liable to compensate you for any loss whatsoever in relation to item listings removed pursuant to this Section 20.6.

20.7 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.

20.8 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 Paid Advertising Rules, 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 results or intended results of any Paid Advertising Service.

20.9 IF, NOTWITHSTANDING ANYTHING IN THESE TERMS OF SERVICE, SHOPEE IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE (INCLUDING FOR GROSS NEGLIGENCE) IN RELATION TO ANY PAID ADVERTISING SERVICE, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ITS LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE PAID ADVERTISING SERVICE IN QUESTION ONLY.

21. PURCHASE AND SALE OF ALCOHOL AND TOBACCO OR TOBACCO-RELATED PRODUCTS

21.1 The purchase and sale of alcoholic products (“Alcohol”) and tobacco or tobacco-related products, including without limitation electric cigarettes (“Tobacco Products”) on the Site is permitted by Shopee subject to the terms and conditions of this Section 21. If you are a buyer of Alcohol (“Alcohol Buyer”) or Tobacco Products (“Tobacco Products Buyer”), you will be deemed to have consented to the terms and conditions in this Section 21 when you purchase Alcohol or Tobacco Products on the Site. Similarly, if you are an approved seller of Alcohol (“Alcohol Seller”) or Tobacco Products (“Tobacco Products Seller”), you will be deemed to have consented to the terms and conditions in this Section 21 when you sell Alcohol or Tobacco Products on the Site.

21.2 If you are an Alcohol Buyer or Tobacco Products Buyer:

(a) you represent and warrant that you and (if applicable) the person receiving the Alcohol or Tobacco Products (“Recipient”) are aged 18 or above; and

(b) if requested by an Alcohol Seller, Tobacco Products Seller or Shopee (or its agents), you and/or the Recipient shall provide valid photo identification for age verification purposes.

21.3    If you are an Alcohol Seller or Tobacco Products Seller, you represent and warrant that:

(a) you hold all necessary licences and/or permits to sell Alcohol or Tobacco Products through the Site, and shall provide a copy of such licences and/or permits and supporting documents to Shopee immediately upon request for verification purposes; and

(b) all information and documents provided to Shopee are true and accurate.

21.4 When delivering Alcohol to an Alcohol Buyer:

(a) the delivery agent reserves the right to request for valid photo identification for age verification purposes; and

(b) Shopee (via the delivery agent) reserves the right to refuse the delivery of Alcohol if the Alcohol Buyer and/or the Recipient appears intoxicated or is unable to provide valid photo identification for age verification purposes.

21.5 When delivering Tobacco Products to Tobacco Products Buyer:

(a) the delivery agent reserves the right to request for valid photo identification for age verification purposes; and

(b) Shopee (via the delivery agent) reserves the right to refuse the delivery of Tobacco Products if the Tobacco Products Buyer and/or the Recipient is unable to provide valid photo identification for age verification purposes.

21.6 Each Alcohol Buyer and Alcohol Seller, and each Tobacco Products Buyer and Tobacco Products Seller, severally agrees to indemnify, defend and hold harmless Shopee, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any inaccuracy or breach of its representations in Section 21.2 and/or Section 21.3 (as applicable); and (b) its breach of any law or any rights of a third party.

22. SELLER FEES

22.1    Shopee charges a fee for all successful transactions completed on the Site (“Transaction Fee”). The Transaction Fee is borne by Seller and is calculated as 2.24% of Buyer’s Purchase Monies before any Site rebates, discounts, vouchers, and Shopee Coins, rounded to the nearest peso. The Transaction Fee is inclusive of value-added tax.

22.2    In addition to the Transaction Fee, Shopee charges a commission fee for all successful transactions completed by Seller on the Site (“Shopee Commission Fee”) commencing after six (6) months from the Seller's first listing on the Site. The Shopee Commission Fee is borne by Seller and is calculated as a percentage of the Gross Settlement Price, which percentage varies depending on the category of the product sold (“Commission Rate”). To find out the applicable Commission Rate per product category, you may refer to this Seller Education Hub article. “Gross Settlement Price” means the final product price after deducting any Seller-sponsored shop discounts or vouchers, rounded to the nearest peso. For the avoidance of doubt, the Gross Settlement Price shall not be affected by Site rebates, discounts, vouchers, and Shopee Coins. The Shopee Commission Fee is inclusive of value-added tax.

For the avoidance of doubt, the Shopee Commission Fee provided in these Terms of Service does not apply to Mall Sellers (as defined in the Shopee Mall Terms of Service). The Shopee Mall Commission Fee provided in the Shopee Mall Terms of Service shall apply to Mall Sellers.

22.3    For Sellers located outside of the Philippines, Shopee charges such Sellers a commission fee calculated according to the rates as notified to such Sellers from time to time for all successful transactions completed on the Site (“Cross Border Fee”).

22.4    If you are enjoying certain rights and privileges under any of Shopee’s programs (including, but not limited to, Shopee Free Shipping Special Program and Shopee Coins Cashback Special Program), your continued enjoyment of such rights and privileges shall constitute your acceptance of the terms of service governing such programs, including the right of Shopee to charge you the fees provided in such terms of services in addition to the fees provided in these Terms of Service. You may notify us in writing if you do not wish to participate in such programs.    

22.5    Following the successful completion of a transaction, Shopee shall deduct the Transaction Fee, Shopee Commission Fee, Cross Border Fee (if applicable), Seller’s proportion of the Shipping Fee (if applicable), and withholding tax (if applicable) from the Buyer’s Purchase Monies and remit the balance to Seller in accordance with Section 11.2. Shopee shall issue to Seller official receipts or such other document required by applicable law for the Transaction Fee and Shopee Commission Fee and a Certificate of Creditable Tax Withheld at Source (BIR Form No.2307) for the withholding tax deducted from the Buyer's Purchase Monies, if any, in accordance with applicable law. For more information on the applicable withholding tax to be deducted from your Buyer's Purchase Monies, if any, and how you could claim your Certificate of Creditable Tax Withheld at Source (BIR Form No.2307) from Shopee, you may refer to this Seller Education Hub article.

23.    HANDLING FEE

23.1 Shopee charges a fee for any successful payments made to select billers via the Site ("Handling Fee"). The Handling Fee is borne by the User making the payment and is calculated at such rate as may be notified by Shopee to Users from time to time. The Handling Fee is inclusive of value-added tax. Shopee shall issue official receipts or such other document required by applicable law for the Handling Fee. Without limitation, the Handling Fee is inclusive of any costs incurred by Shopee in its forwarding of relevant payment information to relevant billers, less any rebates, discounts, vouchers, and Shopee Coins.

24. DISPUTES

24.1    In the event a problem arises in a transaction, Buyer and Seller agree to communicate with each other first to attempt to resolve such dispute by mutual discussions, which Shopee shall use reasonable commercial efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may approach the claims tribunal of their local jurisdiction to resolve any dispute arising from a transaction.

24.2 Each Buyer and Seller covenants and agrees that it will not bring suit or otherwise assert any claim against Shopee or its affiliates (except where Shopee or its affiliates are the Seller of the product that the claim relates to) in relation to any transaction made on the Site or any dispute related to such transaction.

24.3 Users covered under Shopee Guarantee may send a written request to Shopee to assist them in resolving issues which may arise from a transaction. Shopee may, 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.

25. FEEDBACK

25.1 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:

(a)    Feedback may be made in writing through email to or using the feedback form found on the Site.

(b)    Anonymous feedback will not be accepted.

(c)    Users affected by the feedback should be fully informed of all facts and given the opportunity to put forward their case.

(d)    Vague and defamatory feedback will not be entertained.

26. DISCLAIMERS

26.1    THE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SHOPEE OF ANY KIND EITHER EXPRESSED, IMPLIED OR STATUTORY 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.

26.2    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.

26.3    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.

27. EXCLUSIONS AND LIMITATIONS OF LIABILITY

27.1    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 CAUSE OF ACTION AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE, FOR: (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF REVENUES; (D) LOSS OF DATA; (E) LOSS OF GOOD WILL; OR (F) FAILURE TO REALISE ANTICIPATED SAVINGS, IN EACH CASE WHETHER DIRECT OR INDIRECT; OR (B) 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.

27.2    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.

27.3    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) PHILIPPINE PESO: FOUR THOUSAND (PHP4,000.00.

27.4    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.

28. LINKS TO THIRD PARTY SITES AND SHARING VIDEOS FROM YOUTUBE

28.1    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.

28.2    Shopee allows you to share videos from YouTube on the Shopee Livestream feature (“YouTube Content”). By sharing YouTube Content, you hereby agree to be bound by the YouTube Terms of Service.

29. YOUR CONTRIBUTIONS TO THE SERVICES

29.1    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) without need of attribution and you agree to waive any moral rights (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.

29.2    Any Content, 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 without compensation or liability to you 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 data that is subject to our Shopee Privacy Policy except to the extent that you make such personal data publicly available on or through the Services.

30. THIRD PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS

30.1 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. As such, Shopee is not responsible to, and shall not, regularly monitor or check for the accuracy, reliability, nature, rights clearance, compliance with law and legal restrictions associated with any contribution of Content. You will not hold Shopee responsible for any User's actions or inactions, including, without limitation, things they post or otherwise make available via the Services.

30.2 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, and assumes no responsibility for 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. By using the Services, you agree that Shopee shall not be liable in any manner due to your use of, or inability to use, any website or widget. You further acknowledge and agree that Shopee may disable your use of, or remove, any third party links, or applications on the Services to the extent they violate these Terms of Service.

31. YOUR REPRESENTATIONS AND WARRANTIES

31.1    You represent and warrant that:

(a) you possess the legal capacity (and in the case of a minor, valid parent or legal guardian consent), right and ability to enter into these Terms of Service and to comply with its terms; and

(b) you will use the Services for lawful purposes only and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.

32. FRAUDULENT OR SUSPICIOUS ACTIVITY

32.1 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, other Buyers or Sellers, other third parties or you from Reversals, Chargebacks, Claims (as these terms are defined below), 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 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;

(f) We may coordinate with ShopeePay Philippines, Inc. to recover the amounts subject of the fraudulent or suspicious activity from your ShopeePay account, if any

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.

33. INDEMNITY

33.1 You agree to indemnify, defend and hold harmless Shopee, and its shareholders, subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees (collectively, the "Indemnified Parties") from and against any and all claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction made on the Site, or any dispute in relation to such transaction (except where Shopee or its Affiliates is the Seller in the transaction that the dispute relates to), (b) the Shopee Guarantee, (c) the hosting, operation, management and/or administration of the Services by or on behalf of Shopee, (d) your violation or breach of any term of these Terms of Service or any policy or guidelines referenced herein, (e) your use or misuse of the Services, or (f) your breach of any law or any rights of a third party, or (g) any Content uploaded by you.

34. SEVERABILITY

34.1 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 these 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.

35. GOVERNING LAW

35.1 These Terms of Service shall be governed by and construed in accordance with the laws of the Republic of the Philippines 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 applicable, are expressly disclaimed. Unless otherwise required by applicable laws, any dispute, controversy, claim or difference of any kind whatsoever, including concerning the breach, formation, termination, scope, arbitrability or validity of these Terms of Service, or in connection with the determination of any matters which are subject to objective determination pursuant to these Terms of Service, 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 arbitration administered by the Philippine Dispute Resolution Center, Inc. (“PDRCI”) under the arbitration rules of the PDRCI (“PDRCI”) for the time being in force, which rules are deemed to be incorporated by reference in this Section. The seat of the arbitration shall be the Philippines. This arbitration agreement shall be governed by the laws of the Republic of the Philippines. The tribunal shall consist of three (3) arbitrators: one (1) appointed by each party within thirty (30) days of the receipt of a Notice of Arbitration by the receiving party and one (1) appointed by agreement of the arbitrators appointed by the parties within thirty (30) days of the appointment of the second arbitrator. In the absence of such agreement, the third arbitrator shall be appointed according to the PDRCI Rules. The language of the arbitration shall be English.

36. GENERAL PROVISIONS

36.1 Shopee reserves all rights not expressly granted herein.

36.2 Shopee may modify these Terms of Service at any time by posting the revised Terms of Service on this Site. Your continued use of this Site and/or receipt of any Services (including, for the avoidance of doubt, the continued provision of an Account to you by Shopee) after such changes have been posted shall constitute your acceptance of such revised Terms of Service.

36.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.

36.4 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.

36.5 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.

36.6 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).

36.7 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 supersede any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby exclude all implied terms in fact. 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 evidence of any prior agreement, any contemporaneous oral agreement or any consistent additional terms.

36.8 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.

36.9 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 us at: help@support.shopee.com.

LEGAL NOTICES: Please send all legal notices to legal.ph@shopee.com and Attention it to the “General Counsel”.

I HAVE READ THESE TERMS AND CONDITIONS AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION TO THE SAME HEREAFTER. BY CLICKING THE “SIGN UP”, “CONNECT WITH FACEBOOK” BUTTON, OR “CONNECT WITH GOOGLE” BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH I INTEND TO HAVE THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.

Last updated: 6 September 2024