Terms of Service

Last Updated: 2025-07-02

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1. INTRODUCTION

Welcome to the Shopee Open Platform (“Platform”). Please read the following Terms of Service carefully before using the Platform or the Tools so that you are aware of your legal rights and obligations with respect to Shopee and its affiliates and subsidiaries (individually and collectively, "Shopee", "we", "us" or "our"). These Terms of Service govern your access to and use of each of the Platform and the Tools, and Shopee may update these Terms of Service from time to time. In these Terms of Service, “Tools'' means the various features, content, services and functions made available through the Platform from time to time, including, without limitation, information and any other material (including databases, text, graphics, photographs, animations, audio, music, video, links or other content) made available by any member of Shopee to you (“Data”), the application programming interfaces made available by Shopee via the Platform (“APIs”), the confidential security keys that Shopee provides to you through the Platform for your use of the APIs (“Application Keys”), and and specifications and technical documentation accompanying any API.

1.1 Access to, and use of, password protected or secure areas of the Platform or the Tools are restricted solely (i) to users who have been authorised by Shopee, and (ii) for the purposes of promoting and facilitating access to and use of the services, application and tools made available by Shopee to you (“Shopee Services”). You may not obtain or attempt to obtain unauthorised access to any part of this Platform or the Tools, or to any other protected information, through any means not intentionally made available by Shopee for your specific use. A breach of this provision is an offence under the Computer Misuse Act (Chapter 50A) of Singapore. Shopee may, at its sole discretion, discontinue your access to, and use of, the Platform and the Tools with or without reason.

1.2 This Shopee Open Platform Terms of Service should be read together with the Shopee Open Platform Data Protection Policy, the Shopee Open Platform Platform Partner Rules and any other applicable terms in relation to your use of the Shopee Open Platform (together the “Platform Terms”). The Platform Terms are incorporated by reference into any agreement or contract we have with you (including without limitation, any Developer Agreement) and will apply notwithstanding any conflicting terms in such agreement or contract. BY USING THE PLATFORM OR THE TOOLS, YOU GIVE YOUR IRREVOCABLE ACCEPTANCE OF AND CONSENT TO THE PLATFORM TERMS, AS AMENDED FROM TIME TO TIME, INCLUDING ANY ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR LINKED HERETO. IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT USE OUR SERVICES OR ACCESS THE PLATFORM OR TOOLS. 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 USE THE PLATFORM OR TOOLS, AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE PLATFORM TERMS. IF YOU DO NOT KNOW WHETHER YOU HAVE REACHED THE LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, 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 PLATFORM TERMS 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. ACCOUNT

2.1 Usage of the Tools requires an account registered with Shopee in connection with the Platform ("Account"). By registering for an Account, you represent and warrant that all information submitted during the registration process is true and accurate, and undertake to ensure that all such information remains accurate and updated throughout the period of your use of the Platform.

2.2 Shopee may, in sole and absolute discretion, accept or reject any application for an Account and/or suspend or terminate your Account without any reason, prior notice or any liability including if we become aware (or suspect) that you have failed to comply with these Terms of Service.

2.3 You shall at all times maintain the security and prevent the misuse of your Account, and any assigned keys or other credentials provided to you by Shopee in connection with the Platform. Shopee may at any time in its sole and absolute discretion request that you update your personal data or account settings. You must notify Shopee immediately if you have knowledge, or reason for suspecting,that the security of your Account, assigned keys or other credentials has been compromised.

2.4 You may not transfer, loan or share your Account, assigned keys or other credentials provided to you by Shopee in connection with the Platform with any third party without the prior written consent of Shopee.

2.5 You acknowledge and agree that (i) you shall be fully responsible for, and bound by, any and all access and use of the Platform and the Tools, and any information, data or communication referable to your Account, whether or not authorised by you; and (ii) Shopee shall (to the fullest extent permitted by all applicable statutes, enactments, acts of the state legislature or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or recognised stock exchange, as may be applicable, international treaties and regulations (“Applicable Laws”)) be entitled to act upon, rely on and hold you fully responsible and liable in respect thereof as if the same were carried out or transmitted by you.

3. PLATFORM

3.1 You may only access and use the Platform and the Tools to create, distribute and use software applications, websites or other interfaces that you develop, own or operate and which involves the use of any API (“Applications”) to access and interact with the Shopee Services in a manner which is in accordance with these Terms of Service, the Shopee Third-party Partner Platform Policy (“Shopee Policies”) and the Applicable Laws. Such access and use is currently made available at no charge. However, Shopee reserves the right, in its sole and absolute discretion, to charge such fees and on such terms as it may from time to time deem appropriate.The Tools may only be used to facilitate use of the Shopee Services by you, the end-users of your Application, your employees, personnel, secondees, agents, principals, contractors and subcontractors (“Personnel”), and anyone who sublicenses such Application (collectively, “Users”), in accordance with Shopee Policies.

3.2 By accessing or using any of the Platform and the Tools, you acknowledge that you have read and agree to the Shopee Policies and Shopee’s Privacy Policy (“Privacy Policy”), which are each incorporated by reference into these Terms of Service. In the event of any conflict or inconsistency between these Terms of Service and any other documents Shopee Policies, these Terms of Service shall prevail.

3.3 You shall be fully responsible for ensuring that you, your Personnel and your Users comply with these Terms of Service, and any act or omission by any of your Personnel or your User amounting to a breach of these Terms of Service shall be deemed a breach by you.

3.4 Save as expressly agreed by Shopee in writing, under no circumstances shall Shopee be (i) construed to be a party to (or to have endorsed, sponsored, certified or involved in) any transaction between you and any third party; or (ii) liable in any way for any transaction between you and any third party, whether or not such transaction directly or indirectly relates to the Tools.

3.5 Nothing in these Terms of Service shall prohibit or restrict Shopee from entering into similar or different agreements with third parties, or from developing products or services that may compete with your Applications.

4. APPLICATIONS

4.1 Shopee will provide you with Application Keys that permit you to access Shopee’s database. Without prejudice to the generality of this clause, you hereby agree to be bound by the following provisions:

(a) your Applications shall not contain, permit, or attempt to cause or introduce, any any information, graphics, photographs, data and any other material that contains, or which may contain, viruses, worms or other potentially harmful components which may threaten, infect, damage or otherwise interfere with the Platform, the Tools, or otherwise creates a security risk or vulnerability, infringes any third-party Intellectual Property Rights or any other proprietary rights, is false, inaccurate, misleading, defamatory, libellous, harassing or threatening, is obscene, pornographic, indecent, counterfeited, fraudulent, stolen, harmful or otherwise illegal under the Applicable Laws, or is or may be construed, in Shopee's sole opinion, as abusive, offensive or otherwise objectionable (“Prohibited Materials”);

(b) you will provide Shopee with a high-level application architecture that describes the key functions of your Application, any modules within your Application (and their purpose), any dependency on third party modules or applications, and any and or data flows associated with such Application;

(c) Shopee may in its sole and absolute discretion limit your use of the APIs (for example, by limiting the number of API requests which you may make or the number of Users per Application) and you undertake not to circumvent such limitations;

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

(e) you shall be fully responsible for your Applications, and for all costs and expenses related to your use of the Tools, including but not limited to the cost of developing or maintaining any Application. In particular, access to certain Tools, Data stored in and retrieved from Shopee’s databases, which may include personal data, and does not include information that you obtain independent of Shopee by lawful means (“Shopee Content”), and increased API call limits may require special certifications. In the event that any special certification is required, Shopee has the sole and absolute discretion to hold you responsible for any costs associated with such certification and to require you to make the necessary modifications to your Application to meet such certification criteria;

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

(g) you shall, in relation to each of your Applications, enter into a binding agreement with each User before permitting the User to use the Application, and ensure that the agreement stipulates that:

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

(ii) the User's right to use the Application and any sublicence granted by you to the User pursuant to these Terms shall be terminated in the event of any breach of these Terms or if directed by Shopee; and

(iii) Shopee is a third-party beneficiary to the agreement, and shall have the right (exercisable at its sole discretion) to enforce any term of the agreement (including, the termination clause) against the User directly.

4.2 You agree to provide Shopee with any authorisations required to conduct regular security testing on your Application, including but not limited to penetration testing and vulnerability scanning against your Application and/or the Application’s hosting infrastructure.Shopee may test your Application using either manual security testing methods or automated security testing methods, including but not limited to:

(a) blackbox application testing to identify vulnerabilities and weaknesses within your Application;

(b) whitebox application testing where you will be required to provide Shopee with requested credentials to access your application for the purpose of understanding your Application architecture, functionality and for the purposes of conducting security testing; and

Any vulnerabilities identified in your Application by Shopee must be remediated by you prior to the release of your Application to Users.

4.3 You agree to integrate your Application and all related data with any security services that Shopee may provide (“Shopee Security Services”). Any such requirement for integration shall be made known to you prior to your access to any Application Keys or APIs, and failure to comply will result in your inability to access such Application Keys or APIs. You acknowledge that Shopee will monitor such integration and notify you of any suspicious or unauthorised activities. Upon receipt of such notification, you undertake to respond and remediate such issues within five (5) business days. Shopee may at its discretion notify you and require the addition or update of any Shopee Services integrated with your Application, and you undertake to authorise and carry out any such addition or update within thirty (30) days upon receipt of notification.

4.4 Shopee reserves the right at any time to impose such terms and conditions as it deems appropriate in relation to the hosting of the Application. Such terms and conditions will be made publicly available to you, whether through publication of a Shopee Policy or otherwise, and you hereby agree to comply with such terms and conditions.

4.5 The use of the Tools may require open source software, which shall be subject to a separate licence agreement between you and the applicable licensor of such open source software. You undertake to comply with the terms of such agreement. To the extent such agreement contains terms which are inconsistent with, and which expressly supersede, these Terms of Service, those terms shall prevail to the extent of the inconsistency and solely with respect to the open-source software which is the subject of such agreement.

5. INTELLECTUAL PROPERTY RIGHTS

5.1 You hereby agree and acknowledge that:

(a) all copyright, patents, trade marks, service marks, domain names, layout design rights, registered designs, design rights, database rights, trade or business names, rights protecting trade secrets and confidential information, rights protecting goodwill and reputation, and all other similar or corresponding proprietary rights and all applications for the same, whether presently existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges, rights to sue, recover damages and obtain relief for any past, current or future infringement, misappropriation or violation of any of the foregoing rights (“Intellectual Property Rights”) in this Platform and the Tools belong to Shopee and its respective third party proprietors; and

(b) save as expressly set out in these Terms of Service, no other rights or licenses (including licenses or rights under any patent, copyright, trade mark or any other Intellectual Property Right) are granted either directly, by implication, or otherwise by Shopee or the relevant third party proprietor thereof.

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

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

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

(c) make limited copies of Shopee Content only to the extent necessary to perform the activities permitted by these Terms of Service, and provided that such copies shall be permanently deleted when no longer required for those activities; and

(d) display the Shopee Content in accordance with these Terms,

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

5.3 Subject to these Terms of Service, and the prior written consent of Shopee, Shopee grants you a royalty-free, limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to display its names, trade marks, service marks, trade names, logos and other distinctive brand features (“Marks”) as set forth in the Shopee Policies for the purpose of promoting or advertising your Application. All use by you of Shopee's Marks (including any goodwill associated therewith) will inure to the benefit of Shopee.

5.4 You may sublicence rights granted under this clause to your Users solely to the extent that such sublicence is necessary to enable your Users to use your Application for the Permitted Purpose, and provided that any act or omission by your Users amounting to a breach of these Terms of Service shall be deemed a breach by you.

5.5 Unless otherwise expressly provided in these Terms, Shopee shall not acquire any ownership of any Intellectual Property Rights in any of your information, text, graphics, photographs and materials or content submitted by you through the Platform or any of your Applications (“User Materials”).

5.6 You agree that:

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

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

(c) you grant to Shopee a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive licence to use, host, store, modify, communicate, and publish the User Materials in connection with the provision of the Platform and the APIs, and for purposes which you have instructed; and

(d) Shopee may in its sole and absolute discretion display your Marks for the purpose of advertising or publicising your participation in the Shopee Open Platform Developers Program and use of the API. Where you request for your Application to be hosted on any Shopee site or to be hosted by Shopee, you direct and authorize Shopee and its affiliates to host, link to, and otherwise incorporate the Application into Shopee Services and to carry out any copying, modification, distribution, internal testing, or other processes Shopee deems necessary.

6. SHOPEE CONTENT

6.1 You shall not disseminate or permit the use of any Shopee Content made available to you through the Platform by any means or in any form, except as an integral part of your Application and in accordance with these Terms of Service read with the relevant Shopee Policies.

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

(a) If your Application requires a User to sign-in to the account of such User which is registered with the relevant Shopee Marketplace ("Shopee Account"), your Application may only access such account after the User has granted such access to your Application via a Shopee controlled sign-in and consent page (“Authentication”) and provided that such Authentication remains valid. Any Authentication is revocable at any time for any reason by the relevant User.

(b) All Shopee Content displayed within your Application shall be subject to the following provisions in respect of the display:

(i) in relation to any User, the Application may only display:

(A) Shopee Content which is publicly available within the Shopee Services (in the event that any Shopee Content ceases to be publicly available, you must promptly remove such Shopee Content from the display);

(B) Shopee Content which is specific to the Shopee Account of the User; and

(C) subject to the explicit prior consent of such other User, Shopee Content which is specific to the Shopee Account of such other User;

(ii) Shopee Content must be kept reasonably up to date; and

(iii) Shopee Content may not be combined or comingled with non-Shopee Content.

(c) You shall seek Shopee’s prior written consent before using any Shopee Content in a manner which allows you or your Users to derive any of the following information:

(i) any site-wide statistics across Shopee;

(ii) take-up rates for any programs that involves sponsored listings;

(iii) statistics relating to the performance (financial or otherwise) of any Shopee Services (including but not limited to statistics like gross merchandise values or net merchandise values);

(iv) average selling price or gross merchandise value sold for any Shopee category;

(v) aggregated seller or buyer data (for example, personal data);

(vi) data relating to the performance of sellers, either individually or in aggregate (for example, performance data related to promotional campaigns, ad placements, or sponsored listings);

(vii) aggregated data relating to transactions conducted through third-party affiliates;

(viii) data comparing User utilisation of Shopee Services and the services of any third-party;

(ix) information relating to specific Users or types of Users;

(x) conversion, completion or success rates; and

(xi) any other information as may be prescribed by Shopee from time to time,

whether directly from the Shopee Content or indirectly from the Shopee Content and any data and other information which you or your User has or is likely to have access. Shopee reserves the right to require you to cease the use of any Shopee Content which may allow for the derivation of any of the information set out above.

(d) Unless expressly permitted by Shopee, you will not display any web page served by Shopee servers in an aggregated display of different web pages in a browser display area (for example, by framing or mirroring).

7. RESTRICTIONS AND CONDITIONS

7.1 You may not use or access (or otherwise attempt to, or facilitate others to, use or access) any of the Shopee Services, the Platform, the Tools and the Shopee Content in any way which may, directly or indirectly, undermine the commercial interests of Shopee.

7.2 Your use of the Platform, the Tools and the Marks shall be subject to the following terms and conditions:

(a) you shall comply with these Terms of Service, any relevant Shopee Policies and all Applicable Laws;

(b) you shall not do (or attempt to do) any of the following acts:

(i) publish, distribute or allow access or links the Shopee Services, including to the tools, from any location or source other than your Application;

(ii) enable or permit the disclosure of Shopee Content other than as authorised under these Terms of Service;

(iii) use Shopee Content to determine or verify the identities or profiles of any User;

(iv) display Shopee Content relating to the performance of any Shopee Service relative to the performance of any other third-party services;

(v) use Shopee Content with the intent to design, build, promote or otherwise benefit any services in competition (whether directly or indirectly) to Shopee;

(vi) sell, rent, trade, distribute, store, copy, modify, or otherwise make available for commercial use Shopee Content, other than allowed for pursuant to these Terms of Service;

(vii) use Shopee Services to promote or engage in seller arbitrage;

(viii) collect, process or use personal data of any User other than as provided in these Terms of Service;

(ix) use APIs in a manner that exceeds reasonable request volumes, constitutes excessive or abusive usage or otherwise violates any Shopee Policies that Shopee may implement from time to time;

(x) provide any data or information to Shopee unless you represent and warrant that it is accurate and you have all rights necessary to provide such data or information to Shopee, and for Shopee to use it;

(xi) obtain unauthorised access into, interfere with, disrupt, disable, over-burden or otherwise impair the Platform, the Tools, the Shopee Services, or any other computer systems or networks connected to, any of the Platform, the Tools or the Shopee Services;

(xii) use, post, promote or transmit through the Platform or Services any Prohibited Materials;

(xiii) interfere with another’s utilisation and enjoyment of the Platform and the Services;

(xiv) modify, decompile, reverse engineer or otherwise extract any of the Tools, APIs or Shopee Content; or

(xv) use the Platform or the Tools other than in conformance with the acceptable use policies of any connected computer networks, any applicable internet standards and any other Applicable Laws;

(c) you shall conspicuously display (to the satisfaction of Shopee) any attribution(s) and Marks required by Shopee as described in, or generated by, the use of specific Tools relating to any API;

(d) unless otherwise agreed by Shopee in writing, you shall not make any statement or action which suggest partnership with, endorsement by, assumption of responsibility, or sponsorship by Shopee; and

(e) you shall take all necessary steps to ensure that the Applications are not mistaken or misrepresented as being the products or services of Shopee.

7.3 Shopee reserves the right to monitor and audit your compliance with these Terms of Service, including immediate access in the event of any potential or actual breach by you or your Personnel of the Data Protection Legislation. At Shopee's request, you shall provide Shopee free access to use your Application for the purpose of monitoring and auditing your Application. Such right to monitor and audit may include Shopee accessing and using your Application, requesting for documents and information and visiting your facilities.In the event that Shopee, in its sole and absolute discretion, is of the view that you have failed to comply with any of these Terms or terms and conditions relating to the provision of the Shopee Services by any member of the Shopee Group, Shopee may take all such steps and remedies as it deems appropriate. Such steps include, without limitation, investigating, suspending or terminating your Account and seeking specific performance.

8. DATA PROTECTION

8.1 By using any of the Platform and the Tools, you consent to Shopee's collection, use and disclosure of your personal data, as set out in the Shopee Privacy Policy, and the terms contained in this Data Protection Policy.

8.2 Your participation in the Shopee Open Platform Developers Program and use of the Tools may allow you to obtain personal data from and about Shopee users (who may or may not be your Users). Accordingly, you undertake to comply with each of the following:

(a) you shall comply with the PDPA and all Applicable Laws relating to (as applicable) the collection, use, disclosure, security, protection and processing of personal data or privacy, including where applicable the guidance and codes of practice issued by the personal data Protection Commission of Singapore, and any relevant Shopee Policies;

(b) you shall obtain the prior consent of your Users before:

(i) collecting, using, disclosing or processing their personal data; or

(ii) transferring or disclosing their personal data to third parties, whether located within or outside Singapore.

(c) in the event that you obtain (by whatever means) personal data from and about Shopee’s users, you shall use such personal data only as strictly necessary to perform activities permitted under these Terms of Service. Unless otherwise agreed by the relevant Shopee user, you may not use such personal data to contact such Shopee user or provide any such Shopee user with your contact information in any manner.

(d) you shall agree to the [Data Protection Compliance Statement] provided by Shopee and return a signed copy to Shopee within fourteen (14) calendar days of accepting the Platform Terms. Failure to provide a duly signed copy of the [Data Protection Compliance Statement] within the specified timeframe shall entitle Shopee to suspend or terminate your access to the Platform and the Tools, without liability.

9. CONFIDENTIALITY

9.1 "Confidential Information" includes, without limitation, the Tools, Shopee Content, personal data, your Account, any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. For the avoidance of doubt, Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information.

9.2 You hereby agree to maintain as confidential at all times all Confidential Information obtained from Shopee and you shall not (i) directly or indirectly disclose, or permit the Confidential Information to be disclosed, to any person; or (ii) use the Confidential Information, to the detriment of the Shopee Group except as required by the Applicable Laws, to the extent that the Confidential Information is already or becomes public knowledge, otherwise than as a result of your breach of these Terms of Service, as authorised in writing by Shopee, oras permitted by these Terms of Service.

9.3 Any information you provide to Shopee pursuant to these Terms shall not be considered as Confidential Information, and Shopee may use any such information without any liability or responsibility to you.

10. MODIFICATIONS

10.1 Shopee may from time to time, without giving any reason or prior notice, modify, upgrade, suspend, discontinue ("Modification") any of the Platform, the Tools and Shopee Services, and Shopee shall not be liable if any such Modification affects your Application or prevents you from accessing any of the Tools. In the event that any Modification affects your Application, you shall (at your own cost) make the required changes to ensure compatibility with or interface with the APIs and other relevant Shopee Services.

10.2 Shopee may by notice through the Platform or by such other method of notification as Shopee may designate (which may include notification by way of e-mail), vary any of these Terms of Service, such variation to take effect on the date specified by Shopee through the above means. It is your responsibility to review these Terms of Service for changes. If you use the Platform or the Tools after such date, you are deemed to have accepted such variation. If you do not accept the variation, your sole and exclusive remedy is to stop access to and use of the Platform and the Tools and terminate these Terms. Shopee's right to amend these Terms of Service shall be exercisable at its sole and absolute discretion.

11. LIMITATION OF RESPONSIBILITY AND LIABILITY

11.1 The Platform and the Tools are provided on an “as is” and “as available” basis. No representations or warranties of any kind, implied, express or statutory, including the warranties of non-infringement of third party rights, title, merchantability, satisfactory quality or fitness for a particular purpose, are given in conjunction with the Platform or the Tools.

11.2 Without prejudice to the generality of the foregoing, Shopee does not warrant:

(a) the accuracy, timeliness, adequacy, commercial value or completeness of all data and information contained in the Platform and the Tools;

(b) that any of the Platform and the Tools are error free or will operate without interruption or are compatible with all equipment and software configurations, or that any identified defect will be corrected;

(c) that the Platform and the Tools are free from any computer virus or other malicious, destructive or corrupting code, agent, program or macros;

(d) the security of any information transmitted by you or to you through the Platform or the Tools, and you accept the risk that that any information transmitted or received through the Platform or the Tools may be, for example, accessed by unauthorised third parties or disclosed by Shopee or its officers, employees or agents to third parties purporting to be you or purporting to act under your authority. Transmissions over the internet and electronic mail may be subject to interruption, transmission blackout, delayed transmission due to internet traffic or incorrect data transmission due to the public nature of the internet.

11.3 To the fullest extent permitted by Applicable Laws, Shopee and all of its respective officers, employees, directors, agents, contractors and assigns (“Shopee Indemnitees”) shall not be liable to you for (i) any direct, consequential, special, indirect, exemplary, punitive or other liability whether in contract, tort, or any other legal cause of action under these Terms; or (ii) for any penalties, losses, settlement sums, costs (including legal fees and expenses on a solicitor-client basis), charges, expenses, actions, proceedings, claims, demands and other liabilities, whether foreseeable or not (“Losses”) whatsoever or howsoever caused, regardless of the form of action, arising directly or indirectly in connection with your use of the Platform or the Tools, including (but not limited to):

(a) any access, use or inability to use the Platform, the Tools or any website or webpage linked to the Platform;

(b) unforeseen circumstances preventing the proper performance of the Platform despite any reasonable precautions taken by Shopee. Such circumstances include, but are not limited to, act of God (such as, but not limited to, fires, explosions, earthquakes, and floods), power outage, theft, equipment or system failure, hacking attack and unusually high levels of use which have the effect of causing disruption or delay in the Platform;

(c) reliance on any Tools and Shopee Content. You should not act on any data or information without first independently verifying its contents;

(d) any system, server or connection failure, error, omission, interruption, delay in transmission, computer virus or other malicious, destructive or corrupting code, agent program or macros; and

(e) any use of or access to any other website or webpage linked to the Platform, even if advised of, or having contemplated, the possibility of such liability.

12. INDEMNITIES

12.1 To the fullest extent permitted by the Applicable Laws, you agree to indemnify and hold harmless the Shopee Indemnitees from and against all Losses arising out of or relating to your use of the Platform, including (but not limited to):

(a) any access or use of any of the Platform and the Tools referable to your Account;

(b) your Applications;

(d) your actual or alleged breach of any of the Platform Terms and your actual or alleged infringement of any third party right of any nature whatsoever; and

(e) your negligent or willful conduct.

Shopee will give you prompt notice of any Losses, however failure to provide such notice shall not relieve you of your liabilities or obligations hereunder, except solely to the extent of any material prejudice as a direct result of such failure.

12.2 To the fullest extent permitted by the Applicable Laws, you agree to:

(a) defend Shopee against any third-party legal proceeding and pay damages finally awarded to such third party and against Shopee or pay any settlement agreed to by Shopee as a result of and to the extent attributable to a third party claim that (i) any of your Applications and/or User Materials infringe the Intellectual Property Right of a third party, or (ii) arises from your breach of the Platform Terms; and

(b) cooperate fully in the defence of any third-party legal proceeding.

12.3 Notwithstanding the foregoing, Shopee reserves the right to control its own defense and follow such course of action as it reasonably deems necessary to protect its interests, and you shall fully indemnify Shopee for all costs (including legal fees and settlement payments) reasonably incurred in such course of action.

13. HYPERLINKS, ALERTS AND ADVERTISING

13.1 For your convenience, Shopee may include hyperlinks to other websites or content on the internet that are owned or operated by third parties. Such linked websites or content are not under the control of Shopee and Shopee shall not be liable for any errors, omissions, delays, defamation, libel, slander, falsehood, obscenity, pornography, profanity, inaccuracy or any other objectionable material contained in the contents, or the consequences of accessing, any linked website. Any hyperlinks to any other websites or content are not an endorsement or verification of such websites or content and you agree that your access to or use of such linked websites or content is entirely at your own risk.

13.2 Shopee may attach banners, java applets and such other materials to the Platform for the purposes of advertising any products or services of Shopee or certain third parties. For the avoidance of doubt, you shall not be entitled to receive any payment, fee or commission in respect of any such advertising or other promotional materials.

14. TERMINATION

14.1 Shopee may, from time to time, without giving any reason or notice, and without any liability, (i) disable, suspend, or terminate your Account, access to the Platform, the Tools and any part thereof, or (ii) terminate these Terms of Service, with immediate effect.

14.2 Upon the termination of these Terms of Service for any reason:

(a) your Account and all licences granted under these Terms will automatically terminate with immediate effect;

(b) you shall delete or destroy all copies of Shopee Content and personal data in your possession within fourteen (14) days, and provide written proof of such deletion or destruction to Shopee upon request; and

(c) you shall take all reasonable steps requested by Shopee in making an orderly transition to ensure that Shopee Users who are using your Applications are not prejudiced.

14.3 Termination of these Terms of Service for any reason shall not affect any rights, remedies, obligations, or liabilities that have accrued up to the date of termination, including the right to claim damages in respect of any breach, including any breach of the Platform Terms, that occurred before or on the date of termination.

15. GOVERNING LAW AND DISPUTE RESOLUTION

15.1 These Terms of Service shall be governed by and construed in accordance with the laws of Singapore.Any dispute, controversy, difference or claim arising out of or relating to these Terms of Service, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) under the SIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall be Singapore. The number of arbitrators shall be one. The arbitration proceedings shall be conducted in English.

16. GENERAL

16.1 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.

16.2 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.

16.3 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).

16.4 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.

16.5 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.

16.6 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 contact us at: help@support.shopee.sg.

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

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISION THE SAME HEREAFTER. BY CLICKING THE “SIGN UP ” OR “CONNECT WITH FACEBOOK” 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.