TERMS OF SERVICE
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 (the "Account") so that you are aware of your legal rights and obligations with respect to SPGR AR SA ("Shopee”), its Affiliates and subsidiaries (individually and collectively, "Shopee", "we", "us" or "our"). For purposes of these Terms of Services, "Affiliates" means, with respect to an entity, any entity that Controls, is Controlled by, or is under common Control with that entity, where "Control" means the possession, directly or indirectly, of the power to direct or cause to be directed the management, operational policies, or assets of that entity, whether through ownership of more than 50% of its voting rights or stock or assets, or by contract, management agreement, voting trust, or otherwise; provided that the term "Affiliates" shall include any variable-interest entity regardless of whether any variable-interest entity may be, or is required to be, consolidated with that entity under generally accepted accounting principles. The services (the "Services") that we provide or make available include: (a) the Site, (b) the services provided through the Site and by Shopee's customer software 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, but not limited to, mobile application services), or other materials available through the Site or its related services ("Content"). Any new features that are added to or augment the Services are also subject to these Terms of Service. These Terms of Service govern your use of the Services provided by Shopee.
1.2 The Services offered and provided by Shopee include an online platform service that provides a place and an 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 the Buyer and the Seller, and Shopee is not a party to that or any other contract between the Buyer and the Seller and accepts no obligations in connection with any such contract. The Parties to such a transaction shall be fully responsible for the contract for sale between them, the listing of goods, any representations and warranties regarding the goods, the purchase guarantee 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 with Section 6.4 below. Shopee cannot and does not guarantee that Users will actually complete a transaction.
1.3. Before becoming a User of the Site, you must read and agree to all of the terms and conditions contained in these Terms of Service and you must consent to the processing of your personal data as described in the Privacy Policy.
1.4. Shopee reserves the right to change, modify, suspend or discontinue all or part of this Site or the Services immediately upon notice. Shopee may release certain Services of their features in a beta version, which may not work properly or in the same way as the final version. Such beta versions will be identified as such and we will not be responsible for the functions or features of such versions. Shopee may also impose limits on certain features or restrict your access to parts or all of the Site or Services immediately upon notice and without liability.
1.5. Shopee reserves the right to refuse to provide you with access to the Site or Services or to allow you to open an Account if it determines, in its sole discretion, that providing you with such access or allowing you to open such Account may result in a violation of these Terms of Service or if you do not meet our requirements for access or to have an Account.
1.6 BY USING SHOPEE'S SERVICES OR OPENING AN ACCOUNT, YOU ACCEPT AND CONSENT TO THE TERMS OF THIS AGREEMENT, INCLUDING ANY ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN, IN OUR SELLER EDUCATION HUB AND HELP CENTER AND/OR LINKED HERETO.
1.7 IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER 18 OR THE LEGAL AGE TO CONSENT IN ACCORDANCE WITH APPLICABLE LAWS IN YOUR COUNTRY (THE "LEGAL AGE"), YOU MUST OBTAIN 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 IF YOU HAVE REACHED LEGAL AGE OR DO NOT UNDERSTAND THESE TERMS OF SERVICE, DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE THE PROPER CONSENT FROM YOUR PARENT OR LEGAL GUARDIAN. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST AGREE TO THE TERMS OF THIS AGREEMENT, INCLUDING THE PRIVACY POLICY, ON BEHALF OF THE MINOR AND WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR THE COMPANY SERVICES THAT USE SUCH ACCOUNT, WHETHER SUCH ACCOUNT IS CURRENTLY OPENED OR CREATED LATER.
1.8. You acknowledge, accept and undertake to comply with all applicable local tax obligations, and you agree to hold Shopee harmless from any and all liabilities, claims or contingencies arising any non-compliance. You further acknowledge and agree that withholding tax may apply to transactions you make through the Platform and that the applicable rate and amount will depend on the information you provide to us for verifying compliance with applicable tax requirements at all levels (e.g., National, Domestic Provincial and Municipal) as well as your tax status before the competent authorities. If you have questions, please contact us via the contact form.
1.9 Upon successful completion of a transaction, Shopee will deduct the applicable transaction fee (the "Transaction Fee"), and any applicable taxes, from the Buyer's Purchase Money (as that term is defined below) and remit the remainder to the Seller in accordance with these Terms of Service. Tax invoices and withholding certificates (if applicable) can be obtained from the Seller Center or on request, as the case may be.
1.10. The Seller shall issue receipts, tax invoices or credit notes, where applicable, to the Buyer in compliance with applicable laws, or in absence of any legal obligation at the Buyer’s request.
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. Check the Privacy Policy to understand how Shopee collects and uses 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:
(i) consent to Shopee collecting, using, disclosing and/or processing your Content, personal data and User Information as described in the Privacy Policy;
(ii) agree and acknowledge that, as permitted by applicable law in your country, the ownership rights in your User Information contained in a database are jointly owned by you and Shopee; and
(iii) will not disclose, directly or indirectly, your User Information to any third party, or allow any third party to access or use your User Information, without the prior written consent of Shopee and you will otherwise be solely responsible for the use of such information.
2.2 Users in possession of another User's personal data through the use of the Services (the "Receiving Party") hereby agree that they will (i) comply with all applicable personal data protection laws with respect to such data; (ii) allow the User whose personal data has been collected by the Receiving Party (the "Disclosing Party") to delete their data thus collected from the Receiving Party's database; and (iii) allow the Disclosing Party to review what information has been collected about them by the Receiving Party, in each case of (ii) and (iii) above, in compliance with and where required by applicable laws. Please carefully review the Privacy Policy.
3. LIMITED LICENSE
3.1 Shopee grants you a limited and revocable license to access and use the Services subject to these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos, and other intellectual property ("Intellectual Property") displayed on the Site are the property of Shopee and, where applicable, third-party owners identified on the Site. No right or license 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 protecting the Services, the Site, and your Content. In addition, and in the event that you are a Seller, you agree to comply with applicable laws regarding Intellectual Property related to the products you offer on the Site. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell, or create derivative works from 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 all of the content of this Site on any other server or as part of any other website. You further agree that you will not use any robot, crawler, or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed to have been given for standard search engine technology employed by Internet search websites to direct Internet users to this website).
3.2 You may 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 cease providing the Services, either in whole or in part, immediately upon notice.
4. SOFTWARE
4.1 Any software that we provide 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 in the Services, are granted to you under the full responsibility of the third parties who own such scripts or code, not by Shopee.
4.2 THE SOFTWARE, SERVICES, INFORMATION, CONTENT AND OTHER SERVICES INCLUDED ON OR IN ANY WAY MADE AVAILABLE TO YOU THROUGH THE SITE ARE PROVIDED BY SHOPEE ON AN "AS IS" AND "AS AVAILABLE" BASIS UNLESS OTHERWISE SPECIFIED IN WRITING. SHOPEE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE OPERATION OF THE SITE, SOFTWARE OR SERVICES, OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE, SERVICES, AND/OR SOFTWARE IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHOPEE DISCLAIMS ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES IMPLIED AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SHOPEE DOES NOT REPRESENT OR WARRANT THAT THE SITE, SERVICES, AND/OR SOFTWARE OR OTHER SERVICES INCLUDED IN OR IN ANY WAY MADE AVAILABLE TO YOU THROUGH THE SITE, SHOPEE'S SERVERS, OR ELECTRONIC COMMUNICATIONS SENT BY SHOPEE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SHOPEE SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF THE USE OF THE SITE, SOFTWARE, AND/OR SERVICES INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, OR ANY OTHER DAMAGES WHATSOEVER UNLESS OTHERWISE SPECIFIED IN WRITING.
5. ACCOUNTS AND SECURITY
5.1 Some features of our Services require registration of an Account by selecting a unique user ID ("User ID") and password, and by providing certain personal information. If you select a User ID that Shopee deems to be offensive or inappropriate in accordance with Shopee's sole and absolute discretion, Shopee has the right to suspend or terminate your Account immediately upon notice. 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 linked or collaborated. Shopee has not reviewed and assumes no responsibility for the 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, may be different from these Terms of Service and/or our Privacy Policy, and you should separately review and consent to them for your use.
5.2 You agree to (a) maintain the confidentiality of your password and use only your User ID and password when logging in, (b) ensure that you log out of your account at the end of each session on the Site, (c) immediately notify Shopee of any unauthorized 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 the unauthorized use of your password or your failure to comply with this Section.
5.3 You agree that Shopee may immediately terminate or suspend your Account and 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 action that Shopee deems necessary in accordance with these Terms of Service and applicable laws, upon notice. Reasons for such actions may include, but are not limited to, actual or suspected (a) extended periods of inactivity, (b) violation of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening, or abusive behavior, (d) having multiple User accounts, (e) coupon 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), (f) behavior that is harmful to other Users, third parties or Shopee's business interests. Use of an Account for illegal, fraudulent, harassing, defamatory, threatening, or abusive purposes may be reported to the authorities without notice to you. If a legal dispute arises or legal action is initiated relating to your Account or your use of the Services for any reason, Shopee may terminate your Account immediately.
5.4 Users may terminate their Account by notifying Shopee in writing (via this contact form) of their wish to do so. Notwithstanding any such termination, Users remain solely responsible and liable for any incomplete transactions (whether commenced before or after such termination), shipment of the product, payment of the product, or similar, and Users should contact Shopee after he or she has effectively made and completed all incomplete transactions in accordance with the Terms of Service. Shopee shall have no liability to the fullest extent permitted by applicable law, and shall not be liable for any damages incurred due to actions taken in accordance with this Section. Users waive any and all claims based on any 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 is to improve the administration of your Account(s) as a seller, and you will not use the Sub-Accounts for any other purpose (including, but not limited to, fraudulent or illegal activities); (b) while Sub-Accounts are not considered "Accounts" for purposes of these Terms of Service, the provisions of this Section 5 shall apply mutatis mutandis to Sub-Accounts, except that references to "Accounts" shall refer to Sub-Accounts; (c) Sub-Accounts may be configured to have access to your Account(s) and the same rights as your account(s) (or portions thereof), and you expressly acknowledge and agree that: (i) you are solely responsible for creating and setting up Sub-Accounts and granting and controlling third-party access to Sub-Accounts; (ii) any third party 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 will be responsible for all actions of the Sub-Accounts; and (d) Shopee reserves the right to modify or terminate the operation of the Sub-Account Platform and to close any Sub-Account at any time in its sole discretion.
6. TERM OF USE
6.1 The license to use this Site and the Services is effective until terminated. This license will terminate as set forth in these Terms of Service or if you fail to comply with any term or condition of these Terms of Service. In such a case, Shopee may effect such termination immediately upon notice.
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, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically objectionable, or otherwise;
(b) violate any law, including, but not limited to, any laws and regulations relating to export and import restrictions or rights of third parties;
(c) 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;
(e) forge headers or otherwise manipulate identifiers 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 in any manner not permitted by the licenses granted herein;
(i) use the Services or upload Content in a fraudulent, unconscionable, false, deceptive, or misleading manner.
(j) open and/or operate multiple user accounts in connection with any conduct in these Terms of Service;
(k) access the Shopee Platform, open a user account, or access your user account using an emulator, simulator, bot, or other similar hardware or software;
(l) manipulate the price of any item or interfere with other Users' listings;
(m) take any action that may undermine feedback or rating systems;
(n) attempt to decompile, reverse engineer, disassemble, or hack the Services (or any portion thereof), or hack 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) collect any information about or regarding other account holders, including, but not limited to, 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, confidential and proprietary information acquired 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 unauthorized, unsolicited, or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other 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 interfere with, tamper with, interrupt, destroy, directly or indirectly 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 can type, or otherwise act in a manner that negatively affects other Users' ability to engage in real-time exchanges;
(u) interfere with, tamper with, 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 may 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, but not limited to, laws and requirements (whether or not having the force of law) relating to anti-money laundering or anti-terrorism;
(x) use the Services in violation of or to circumvent any sanctions or embargoes 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) or any other relevant sanctioning authority (collectively, the "Sanctions");
(y) use the Services to violate the privacy of others or to annoy or harass another;
(z) infringe the rights of Shopee or any third party, including intellectual property rights and any transfer 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;
(bb) list or otherwise make available for sale items that infringe the copyright, trademark, or other intellectual property rights of third parties or use the Services in a manner that infringes the intellectual property rights of others; and/or
(cc) direct or encourage another user to conduct a transaction other than on the Site.
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 find offensive, indecent, or objectionable. To the fullest extent permitted by applicable law, under no circumstances shall 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 use of or reliance on any Content posted, emailed, transmitted, or otherwise made available by Users 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, reject, remove, stop, suspend, remove, or move any Content, including but not limited to any Content or information posted by You, that is available on the Site. Without limiting the foregoing, Shopee and its designees shall have the right to remove any Content (i) that violates these Terms of Service; (ii) if we receive a complaint from another User; (iii) if we receive a notice or allegation of intellectual property infringement or other legal instruction or request for its removal; or (iv) if such Content is otherwise objectionable. We may also block the delivery of a communication (including, but not limited to, 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 of Service. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including but not limited to reliance on the accuracy, completeness, or usefulness of such Content. In this regard, You acknowledge that You have not done so 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 on the Shopee forums and all other parts of the Site.
6.5 You acknowledge, consent and agree that Shopee may access, preserve and disclose your Account information and Content if required to do so by law or pursuant to an order of a court or by any governmental or regulatory authority having jurisdiction over Shopee or in the good faith belief that such preservation or disclosure of access is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service; (c) respond to claims that any Content violates the rights of third parties, including their intellectual property rights; (d) respond to your customer service requests; or (e) protect the rights, property, or personal safety of Shopee, its Users, and/or the public.
7. VIOLATION OF OUR TERMS OF SERVICE
7.1 Violations of these Terms of Service may result in a variety of actions, including but not limited to any or all of the following:
7.2 By opening an Account, You agree and agree to provide any information and/or documentation that Shopee deems appropriate to evidence that You are not in breach of these Terms of Service, our Privacy Policy or applicable laws.
8. REPORTING INFRINGEMENTS OF INTELLECTUAL PROPERTY RIGHTS
8.1 As stated above, Shopee does not allow content or listings that violate the intellectual property rights of brands or other intellectual property rights owners ("IPR Owner").
8.2 Unless expressly stated otherwise, Users are independent individuals or companies and are not associated with Shopee in any way. Shopee is not an agent or representative of Users and does not own or own any of the goods posted on the Site.
8.3 If You are the owner of an intellectual property right ("IPR Owner") or a licensee duly authorized by an intellectual property rights owner ("IPR Agent") and you believe that your right or the right of your client has been infringed, please submit a complaint via the Shopee's Brand IP Portal (https://brandipp.shopee.com/) and provide us the documents to support your claim. Please allow us time to process the information provided. Shopee will respond to your complaint as soon as practicable.
8.4 Claims under this Section 8 must be filed in the form indicated 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 Licensee (collectively, "Reporter"); (b) a description of the type and nature of the intellectual property right allegedly infringed and proof of the rights; (c) details of the list containing the alleged infringement; (d) information sufficient to permit Shopee to contact the Informant, such as the Informant's physical address, telephone number, and email address; (e) a statement by the Reporting Party that the claim is being made in good faith and that the use of the intellectual property identified by the Reporting Party is not authorized by the IPR Owner or the law; and (f) a statement by the Reporting Party that the information in the notification is accurate, and that such IPR Owner or IPR Agent will indemnify us for any damages we may suffer as a result of the information provided and that the Reporting Party has a sufficient right or is authorized to act on behalf of the IPR Owner to the complaint.
8.5 Shopee acknowledges the right of a manufacturer to enter into certain exclusive distribution agreements or advertised minimum price agreements for its products with other third parties. However, violations of such agreements do not constitute an infringement of intellectual property rights. Since compliance with 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 under clause 25, each and every Seller agrees to 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 payments by credit card, debit card, permitted payment wallets, and such other payment methods as may be made available by Shopee from time to time. Payments processed through third-party payment methods and the type of credit cards, debit cards and banks accepted by these payment methods may vary depending on the country in which you are located.
9.2 The Buyer may only change their preferred mode of payment for their purchase prior to making payment.
9.3 Shopee assumes no responsibility and assumes no liability for any loss or damage to the Buyer arising from shipping information and/or payment information entered by the Buyer or incorrect shipment by the Buyer in connection with payment for the items purchased. We reserve the right to verify whether the Buyer is properly authorized to use a certain payment method, and we may suspend the transaction until such authorization is confirmed or cancel the relevant transaction when such confirmation is not available.
10. SELLER BALANCE
10.1 Your Account may allow the storage of money you receive from the proceeds of your sales made on the Platform ("Seller Balance"). The sum of this money, minus any withdrawals, will be reflected as the balance of your seller balance. For the avoidance of doubt, your Seller Balance may become negative in certain situations, and no further withdrawals may be made until such balance becomes positive (including from the receipt of future sales revenue).
10.2 Shopee will automatically transfer funds from your Seller Balance to your Linked Account on a weekly basis, as determined by Shopee. Shopee will only process such transfers on business days and such transfers may take up to two business days to be credited to your linked account. Shopee can only make payments to sellers via Shopee’s payment processor. Therefore, Sellers must provide Shopee with their bank account details in order to receive payments from their Seller Balance.
10.3 Seller Balance will be subject to the Terms and Conditions stated and accepted by the Sellers when creating and using their account.
10.4 The money from your sale of items on Shopee will be credited to your Seller Balance within ten (10) days of delivery of the item to the Buyer or immediately after the Buyer has acknowledged that they have received the item.
10.5 If there is an error in the processing of any transaction, you authorise us to initiate debit or credit entries into your nominated bank account, to correct such error, provided that such correction is made in accordance with applicable laws and regulations. If for any reason we are unable to debit your designated bank account, you authorize us to resend the debit, plus any applicable fees, to any other bank account or payment instrument you have on file with us or to deduct the applicable debit and fees. of your seller balance in the future.
10.6 You authorise us to initiate debit or credit entries into your Seller Balance:
(i) to correct any errors in the processing of any transaction;
(ii) where Shopee has determined that you have engaged in fraudulent or suspicious activity and/or transactions;
(iii) in connection with lost, damaged or incorrect items;
(iv) in connection with any reward or refund;
(v) in connection with any uncollected fees and/or applicable taxes;
(vi) in connection with the resolution of any transaction disputes, including any relief owed to or from you;
(vii) in connection with any prohibited items or items detained by customs;
(viii) in relation to any change of mind agreed to by both the Buyer and the Seller; and
(ix) to purchase Ad Credits when you have activated the Ad Credit Top-Up Feature and your Ad Credits have fallen below your Minimum Ad Credits Amount.
10.7 If your Account has been terminated, deactivated or suspended in accordance with these Terms of Service, or if your Account remains inactive (for as long 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 prescribed by Shopee from time to time.
11. SELLER’S RESPONSIBILITIES
11.1 Seller shall properly manage and ensure that relevant information of the item (such as the price, item specifications and inventory amount) and any terms and conditions for sales are updated on Seller’s listing. Seller shall not post inaccurate, misleading or incomplete information.
11.2 The price of items for sale will be determined by the Seller at his/her own discretion.
11.3 For international orders where items are located outside Argentina at the point of sale, the price of an item shall include any VAT, withholding taxes, import taxes, customs duties and fees levied by the Argentina authorities upon importation and Seller shall not charge Buyer such amounts additionally and separately.
11.4 Seller is responsible for responding to Buyer’s queries on Seller’s VAT registration status.
11.5 Seller agrees that Shopee may at its discretion engage in promotional activities to induce transactions between Buyer and Seller by reducing, discounting or refunding fees, or in other ways. The final price that Buyer will actually pay will be the price that such adjustment is applied to.
11.6 For the purpose of promoting the sales of the items listed by Seller, Shopee may post such items (at adjusted price) on third-party websites (such as portal sites and price comparison sites) and other websites (domestic or foreign) operated by Shopee.
11.7 Under Sections 18.3 and 18.4, Seller acknowledges and agrees that Seller will be responsible for paying all taxes, customs and duties for the item sold and Shopee cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt.
11.8 Seller acknowledges and agrees that Seller’s violation of any of Shopee’s policies will result in a range of actions as stated in Section 7.1.
12. SHOPEE GUARANTEE
12.1 The Shopee Guarantee is a service provided by Shopee or its authorized agent to protect payment and receipt of payment for a purchase. To protect against the risk of liability, payment for purchases made to Seller using Shopee 's Guarantee Services will be handled by Shopee or its authorized agent ("Shopee Guarantee Account"). Neither Seller nor Buyer will receive interest or other earnings from the sum paid into the Shopee Escrow Account.
12.2 After the Buyer makes payment for their order ("Buyer Purchase Money"), the Buyer Purchase Money will be held in Shopee's Guarantee Account until:
(a) The Buyer sends a confirmation to Shopee that the Buyer has received its goods, in which case, unless section 12.2(d) applies, Shopee will release the Buyer Purchase Money (less the Seller's proportion of the Shipping Fee (if applicable), the Transaction Fee (defined below), the Tax Amount (defined below) and, if applicable, the Cross-Border Fee (defined below) in the Shopee Guarantee Account to the Seller;
(b) Shopee's Guarantee Period (defined below) expires, in which case, unless 11.2(c) or 11.2(d) apply, Shopee will release the Buyer Purchase Money to Buyer (less seller's proportion of the Shipping Fee (if applicable), the Transaction Fee (defined below), the Tax Amount (defined below) and, if applicable, the Cross-Border Fee (defined below) in Shopee's Guarantee Account to Seller;
(c) Shopee determines that the Buyer's request for a refund is successful, in which case, unless 12.2(d) applies, Shopee will provide a refund to the Buyer, subject to and in accordance with the Refund Policy;
(d) at any other time that Shopee reasonably determines that a distribution of the Buyer Purchase Money (less Seller's proportion of the Shipping Fee (if applicable), the Transaction Fee (defined below), the Tax Amount (defined below) and, if applicable, the Cross-Border Fee (defined below) is appropriate, including, but not limited to, when deemed reasonably necessary to comply with applicable law or a court order or to enforce these Terms of Service.
The Shopee Guarantee is only offered to Buyers who have made payment through the channels provided by Shopee into the Shopee Guarantee Account. Offline arrangements between Buyer and Seller will not be covered by the Shopee Guarantee.
12.3 Payments made through Shopee's channels will be held in Shopee's Guarantee Account for a period of 10 (ten) days (the "Shopee Guarantee Period").
12.4 Where applicable (depending on the Seller's country) if, for any reason, the Seller's bank account cannot be credited and/or the Seller cannot be contacted, Shopee will use reasonable efforts to contact the Seller using the contact details provided by the Seller. In the event that the Seller cannot be contacted and the Buyer Purchase Money remains unclaimed for more than twelve (12) months after it is due to the Seller, Shopee will deal with such unclaimed Buyer Purchase Money in accordance with applicable laws.
12.5 The Seller/Buyer must be the beneficial owner of the Account and transact on the Site only on behalf of him or herself. Shopee may require the Seller or Buyer to provide their personal data, such as a recent identity photograph, bank account details, and/or any other necessary documentation, for verification purposes, including verification required by third-party payment processing and logistics service providers. The Seller/Buyer grants Shopee its consent to use or provide to third parties its personal data to facilitate its use of the Site in compliance with the applicable Privacy Policy. In addition, the Seller/Buyer authorizes Shopee to use their personal data to make such inquiries as we deem necessary to validate their identity with the relevant entity, such as their bank. To learn more about how Shopee handles your personal information, please visit our Privacy Policy page.
12.6 The Shopee Guarantee is in addition and without limitation to the obligations of the Buyer and Seller under applicable law, which may go beyond what is provided for in the Shopee Guarantee. The Shopee Guarantee is not intended or designed to assist the Buyer or Seller in complying with its own legal obligations, for which each party shall remain solely responsible and Shopee accepts no liability in connection therewith. Without limitation, the Shopee Guarantee does not constitute a warranty on the product.
12.7 Buyer and Seller acknowledge and agree that Shopee's decision (including appeals), with respect to any matter relating to the Shopee Guarantee, is final.
12.8 For the avoidance of doubt, any transaction not made on the Site will not qualify for the protection offered by the Shopee Guarantee.
13. SHOPEE COINS REWARD SYSTEM
13.1 Users may earn loyalty points (“Shopee Coins”) 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. Generally, Shopee Coins 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 Coins reward system if you are a User and your Account does not exclude you from participation.
13.2 Transactions not completed on the Site using the Shopee Guarantee do not qualify for the Shopee Coins reward system. Shopee may at its sole discretion exclude categories of items from the Shopee Coins reward system.
13.3 Shopee Coins have no monetary value, does not constitute your property and cannot be purchased, sold, transferred or redeemed for cash.
13.4 Subject to Shopee rules and regulation as determined, varied or modified by Shopee from time to time, subject to any cap imposed by Shopee at its sole discretion, Users may redeem Shopee Coins on Shopee based on eligible promotions available on Shopee from time to time. Shopee Coins may be refunded in the event an order is cancelled, returned or refunded in accordance with Shopee’s Refunds and Return Policy.
13.5 The Shopee Coins 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 date.
13.6 From time to time, we may tell you that bonus Shopee Coins will be awarded for particular Eligible Activities. This may include but is not limited to purchases you make with 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.
13.7 If you have a dispute in relation to the number of Shopee Coins 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.
13.8 Shopee gives no warranty and accepts no responsibility as to the ultimate tax treatment of Shopee Coins. You will need to check with your tax advisor whether receiving Shopee Coins affects your tax situation.
13.9 Shopee reserves the right to (i) discontinue the Shopee Coins reward system at any time at its sole discretion, and/or (ii) cancel or suspend a User’s right to participate in Shopee Coins reward system, including the ability to earn and redeem Shopee Coins, at its sole discretion.
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.
14.2 Shopee may allow Sellers to generate their own Shopee Coin Cashback Vouchers (each a “Seller Coin Cashback Voucher”), which Buyers may apply to eligible purchases from the Seller’s store. If you are a Seller that generates a Seller Coin Cashback Voucher, you will be deemed to have consented to the terms and conditions described in this Section.
14.3 When generating a Seller Coin Cashback Voucher, the Additional Shopee Coins Rate will be determined by Seller at the Seller’s own discretion. Seller shall be solely responsible for the accuracy of the Additional Shopee Coins Rate.
14.4 For each completed transaction where a Buyer successfully applies a Seller Coin Cashback Voucher, the Seller shall pay Shopee the value of the additional Shopee Coins credited to the Buyer (“Coin Cashback Price”), rounded up to the nearest cent.
14.5 Following the successful completion of a transaction, Shopee shall deduct the Coin Cashback Price from the Buyer’s Purchase Monies, and remit the balance to the Seller in accordance with Section 13.2. Shopee shall issue receipts or tax invoices for the Coin Cashback Price on request. For the avoidance of doubt, the Coin Cashback Price applies in addition to the Total Fees under the Terms of Service.
14.6 The Coin Cashback Price is strictly non-refundable.
15. DELIVERY
15.1 Shopee will inform the Seller when Shopee receives the Buyer Purchase Money. Unless otherwise agreed with Shopee, the Seller must then make the necessary arrangements for the purchased item to be delivered to the Buyer and provide details such as the name of the delivery company, tracking number, etc. to the Buyer through the Site.
15.2 The Seller must use his/her best endeavours to ensure that the Buyer receives the items purchased within the Shopee Guarantee Period or the specified time period (for offline payment) by the Seller in the Seller's listing, whichever is applicable.
15.3 For orders shipped using Shopee Supported Logistics (i.e. third-party logistics providers that have integrated their system with Shopee), users may raise a request to Shopee under, amongst others, Shopee's Refunds Policy for items damaged or lost during the course of delivery. For orders not shipped using Shopee Supported Logistics, Users understand that the Seller assumes all risks associated with the delivery of the purchased items and warrants that he/she has or will obtain adequate insurance coverage for the delivery of the purchased items. In the event that purchased items are damaged, lost, or undelivered during the course of delivery, Users acknowledge and agree that Shopee shall not be liable for any damages, expenses, costs, or fees resulting therefrom and Seller and/or Buyer will contact the logistics service provider to resolve any such dispute.
15.4 For cross-border transactions. Users understand and acknowledge that, where a product listing indicates that the product will be shipped from abroad, such product is sold by a Seller based outside the Buyer's country, and the import and export of such product is subject to local laws and regulations. Users should familiarize themselves with all import and export restrictions that apply to the destination country. Users acknowledge that Shopee cannot provide legal advice in this regard and agree that Shopee shall not assume any risk or liability associated with the import and export of such products from/to the Seller's and/or Buyer's country of residence, respectively.
15.5 Where the Buyer elects to have an item purchased by any delivery company, the fee to be paid to the delivery company ("Shipping Fee") shall be borne by either the Buyer, Seller and Shopee in such proportions as determined by Shopee and posted on the Site. Shopee shall (i) collect the Buyer's share of the Buyer's Shipping Fee, (ii) deduct the Seller's share of the Buyer's Shipping Fee from the Buyer Purchase Money in accordance with Section 11.2, and (c) pay the full Shipping Fee to the delivery company.
15.6 For cross-border transactions. Shopee may charge the Buyer a service fee for the handling and processing of orders shipped internationally to the Buyer’s country (“Buyer Service Fee”). The Buyer Service Fee is calculated as a percentage of the item price (less applicable discounts), or on such other basis as Shopee may determine from time to time, and Shopee will display the applicable amount to the Buyer before the Buyer confirms the order. The Buyer Service Fee is payable by the Buyer in addition to the order price, the Shipping Fee, and any applicable taxes and handling fees. The International Service Fee is non-refundable.
16. REFUND
16.1 The Buyer may request the refund within 10 (ten) days of delivery of such item.
16.2 The Buyer may request the refund before the expiry of the Shopee Guarantee Period, if applicable, subject to and in accordance with Shopee's Refund Policy. Please refer to Shopee's Refund Policy for more information.
16.3 Shopee reserves the right to cancel any transaction based on a blatant material error on the Site. Buyer agrees that Buyer's sole remedy shall be to receive a refund of Buyer Purchase Money paid into Shopee's Escrow Account where the ordered products cannot be supplied and/or delivered to Buyer. In those cases where the products to be provided/supplied cannot be replaced by products with similar or better characteristics and the aforementioned refund cannot be made due to causes attributable to the Seller, the Buyer shall be entitled to the remedies set forth in the law and Shopee shall reasonably assist the Buyer in exercising these rights.
Buyer and Seller hereby acknowledge and agree that Shopee is only acting as a third party providing means of communication between Buyer and Seller and Shopee's activities shall be limited to reasonably assisting both parties in concluding their transactions in a satisfactory manner. Shopee will not be responsible for any situation related to the products to be purchased/delivered.
16.4 If available and if you have redeemed Shopee Coin for your transaction and you get a refund based on Shopee's Refund Policy, Shopee will refund the money you actually paid for the product and credit any redeemed Shopee Coin to your Account separately.
16.5 Shopee does not monitor the cancellation and refund process other than through their official contact channels. The official contact channels are through our Official Chat, and in the case of refunds, through the “Refund” button within the details of your order or request via the app and our Webform.
17. PAID ADVERTISING
17.1. Shopee offers keyword advertising ("Keyword Advertising") and other advertising services, including participation in flash deals ("Flash Ads Advertising") (Keyword Advertising and Flash Deal Advertising, hereinafter collectively referred to as "Paid Advertising") on its Paid Advertising site and other sites on an ongoing basis. Sellers may purchase the services of Paid Advertising. Shopee provides the Paid Advertising services in accordance with these Terms of Service and any explanatory materials posted on this Site, the Paid Advertising Site, or communicated to Sellers in writing (the "Paid Advertising Rules"). Sellers who purchase Paid Advertising services agree to be bound by the Paid Advertising Rules. If you do not agree to the Paid Advertising Rules, do not purchase any Paid Advertising Services.
17.2. In order to purchase Paid Advertising services, you must be an eligible Seller under the Paid Advertising Rules. At the time you purchase and pay for Paid Advertising services, your Account must not be suspended.
17.3. You may purchase Paid Advertising services by purchasing advertising points on the Paid Advertising Site or other sites ("Advertising Points"), and Shopee will deduct the fees payable for the Paid Advertising services from the Advertising Points. Purchase of Advertising Points may be subject to goods and services tax and will expire six (6) months after purchase. Except as otherwise provided in the applicable Paid Advertising Rules, you may not cancel the order and/or request a refund after you have purchased Advertising Points and completed the checkout process.
Advertising Point balances may only be used to purchase Paid Advertising, which are subject to change at our sole discretion. Purchases will be deducted from the Shopee Advertising Points Seller's balance.
Advertising Points may not be redeemed for cash or refunded in cash, or used in any other manner that violates our Shopee Advertising Points restrictions.
17.4. You may also elect to have your Advertising Points automatically recharged through deductions of the relevant amount from the amounts charged by Shopee on your behalf for sales on the Platform ("Advertising Points Top-Up Feature") if your Advertising Points balance falls below an amount set by you ("Minimum Advertising Points Amount"). By activating the Advertising Points Top-Up, you can choose the minimum number of points and the recharge amount, and accept the deduction and/or compensation against the amounts that Shopee charges in your favor, in accordance with these Terms of Service.
17.5. You have the option to purchase Keyword Advertising Services at the time you put an item up for sale or later. When you buy Keyword Advertising, you can set different budgets, keywords, marketing periods, etc. for each item according to the Paid Advertising Rules. The Keyword Advertising service for each item will be activated and 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 Points to other items if an item is sold or not listed during the Paid Advertising Period that was established for that item. Advertising Points will also not be refunded.
17.6. You have the option to purchase Flash Ads Advertising services during the periods designated by Shopee. When you purchase Flash Ads Advertising services, you may nominate items to be included in a flash sale and Shopee may include such items in a flash sale in its sole and absolute discretion. Advertising Points are not transferable to other items once used, regardless of whether the items are sold/not sold or listed during the flash sale. Advertising Points will also not be refunded.
17.7. The products 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 listing that violates any of the foregoing and that any Paid Advertising fees you have paid or Advertising Points you have used in connection with any listing removed pursuant to this Section will not be refunded. Shopee will also not be liable to compensate you for any losses in connection with listings removed pursuant to this Section.
17.8. You understand and agree that Shopee does not guarantee any increase in the audience or sales of your items as a result of the Paid Advertising services.
17.9. You are advised to only purchase paid advertising services after fully considering your budget and intended advertising goals. Except as otherwise provided in these Terms of Service or the Paid Advertising Rules, Shopee will 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.
17.10. IF, NOTWITHSTANDING ANYTHING SET FORTH IN THESE TERMS OF SERVICE, A COURT OF COMPETENT JURISDICTION FINDS SHOPEE LIABLE (INCLUDING GROSS NEGLIGENCE) IN CONNECTION WITH ANY PAID ADVERTISING SERVICE, THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIABILITY TO YOU OR TO ANY THIRD PARTY IS LIMITED TO THE AMOUNT PAID BY YOU FOR THE PAID ADVERTISING SERVICE IN QUESTION ONLY.
17.11. Points or Bonuses for Advertising: Shopee in its sole discretion may grant and/or agree to free bonuses for advertising ("Advertising Bonus") with the Sellers that Shopee designates for this purpose, which will consist of an amount of points available to use exclusively in campaigns within the Website, these points may not be redeemed in cash at any time.
In the event that a Seller is a beneficiary of an Advertising Bonus, he or she will display in his or her account the legend "Advertising Bonus available", together with the amount of the Bonus expressed in points, the term of validity and other conditions thereof.
18. DISPUTES
18.1 Any issues relating to a transaction on the Shopee platform shall be resolved in accordance with Shopee's policies.
18.2 Both Buyer and Seller agree and agree that they will not sue or assert any claim against Shopee or its Affiliates (except where Shopee or its Affiliates are the Seller of the product to which the claim relates) in relation to any transaction made on the Site or any dispute relating to such transaction.
18.3 Users covered by the Shopee Guarantee may submit a written request to Shopee to assist them in resolving issues that may arise from a transaction or order. Shopee may, in its sole discretion and without any liability to Seller and Buyer, take all necessary steps to assist Users in resolving their dispute. For more information, see the Refund Policy from Shopee. For the avoidance of doubt, Section 15.3 applies only to Buyers covered by the Shopee Guarantee. The Buyer who uses other means of payment for his purchase must contact the Seller directly.
18.4 For the avoidance of doubt, this Section 15 is only available to Buyers covered by the Shopee Guarantee. Buyers who use other means of payment for their purchase must contact the Seller directly.
19. FEEDBACK
19.1 Shopee welcomes information and feedback from our Users that will enable Shopee to improve the quality of the service provided. Please see our feedback procedure below for more information:
(i) Comments may be submitted in writing via email or through the feedback form found on the Site.
(ii) Anonymous comments will not be accepted.
(iii) Users affected by comments must be fully informed of all facts and have the opportunity to present their case.
(iv) Vague and defamatory comments will not be allowed.
20. DISCLAIMERS
20.1 THE SITE SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES, CLAIMS OR REPRESENTATIONS BY SHOPEE OF ANY KIND, WHETHER EXPRESS, 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 FEATURES CONTAINED THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, 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 FROM VIRUSES, CLOCKS, TIMERS, COUNTERS, COMPUTER WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN HORSES, ROUTERS, TRAP DOORS, TIME BOMBS, OR ANY OTHER HARMFUL CODE, INSTRUCTIONS, PROGRAMS, OR COMPONENTS.
20.2 YOU ACKNOWLEDGE THAT THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SITE AND/OR SERVICES REMAINS WITH YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
20.3 SHOPEE HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT WARRANT OR ACCEPT ANY RESPONSIBILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY OR LEGALITY OF THE ITEMS AVAILABLE THROUGH THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL ITEMS OR BUYERS TO PAY FOR ITEMS. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO RESOLVE SUCH DISPUTE AMONG 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.
21. EXCLUSIONS AND LIMITATIONS OF LIABILITY
21.1 TO THE FULLEST 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 UNDER OTHER THEORIES) OR OTHER CAUSE OF ACTION AT LAW, IN EQUITY, STATUTE, OR OTHERWISE, FOR:
(i) (A) LOSS OF USE; (B) LOSS OF PROFITS; (C) LOSS OF INCOME; (D) LOSS OF DATA; (E) LOSS OF GOODWILL; OR (F) LOSS OF OPPORTUNITIES OR OFFERS, IN EACH CASE, WHETHER DIRECT OR INDIRECT; Or
(ii) ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE USE OF 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.
21.2 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.
21.3 IF, NOTWITHSTANDING THE FOREGOING SECTIONS, A COURT OF COMPETENT JURISDICTION FINDS SHOPEE LIABLE (INCLUDING FOR GROSS NEGLIGENCE), THEN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHOPEE’S LIABILITY TO YOU OR ANY THIRD PARTY WILL BE LIMITED TO THE LESSER OF: (A) ANY AMOUNTS DUE AND PAYABLE TO YOU PURSUANT TO THE SHOPEE GUARANTEE; AND (B) $ 135,000 (ONE HUNDRED THIRTY-FIVE THOUSAND ARGENTINE PESOS) OR USD 100 (ONE HUNDRED DOLLARS). UNLESS OTHERWISE STATED, ALL QUANTUMS SPECIFIED IN THIS AGREEMENT IS IN ARGENTINIAN PESOS. HOWEVER, IN THE EVENT THE VALUE OF THE ARGENTINE PESO INCREASES BY MORE THAN 15% FROM THE DATE THE CONSUMER CONCLUDED A TRANSACTION, THE APPLICABLE MONETARY AMOUNT SHALL BE CONVERTED TO AND EXPRESSED IN USD.
21.4 NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE 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 LEGALLY LIMITED OR EXCLUDED.
22. COMMISSION AND FEES
22.1 Shopee charges a commission fee (“Commission Fee”) and a transaction handling fee (“Transaction Fee”) for all successful transactions completed on the Site. The Commission Fee and Transaction Fee is borne by the Seller, and shall each be calculated according to the rates as notified to Sellers from time to time on the Site. The Commission Fee and Transaction Fee is each subject to VAT and withholding tax (“Tax Amount”), if applicable, and the Seller is responsible for such Tax Amount.
22.2 Shopee may also charge additional service fees in respect of any other Services provided by Shopee to the Seller (including, but not limited to, the Coins Cashback Program) (“Other Fees”). Such Other Fees shall be calculated in accordance with the terms and conditions of the relevant Service.
22.3 Following the successful completion of a transaction, Shopee shall deduct the Commission Fee, Transaction Fee, Tax Amount, Cross Border Fee, and Other Fees (as applicable) (collectively, the "Total Fees") from the Buyer Purchase Money, and remit the balance to the Seller in accordance with Section 11.2. Tax invoices can be obtained from the Seller Center or on request, as the case may be.
23. LINKS TO THIRD PARTY SITES
23.1 Third-party links provided throughout the Site will allow you to leave the Site. These links are provided as a courtesy only, and the sites they link to are not under Shopee's control in any way, and therefore You access them at Your own risk. Shopee is in no way responsible for the content 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 to you, and the inclusion of any link does not imply or express in any way any affiliation, endorsement, or sponsorship by Shopee of any linked site and/or its content.
24. YOUR CONTRIBUTIONS TO THE SERVICES
24.1 By submitting Content for inclusion on the Services, You represent and warrant that You have all necessary rights and/or permissions to grant the following licenses to Shopee. You further acknowledge and agree that you are solely responsible for everything you post or make available on or through the Services, including, but not limited to, the accuracy, reliability, nature, clearance of rights, 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 from, publicly display, and publicly perform such contribution of Content on, through, or in connection with, the Services in any media formats and through any media channels, including, without limitation, to promote and redistribute portions of the Services (and derivative works thereof). You understand that your contribution may be transmitted over various networks and modified to conform to and adapt to technical requirements.
24.2 Any Content, material, information or idea that You post on or through the Services, or that You 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, including, but not limited to, developing, the manufacture and marketing of 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 thereof that are identical or similar in function, code, or other features to the ideas set forth in Your Submission. Accordingly, You grant Shopee and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to develop the elements identified above and to use, copy, distribute, republish, transmit, modify, adapt, create derivative works from, 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, to promote and redistribute portions of the Services (and derivative works thereof). This provision does not apply to personal information that is subject to our Privacy Policy, except to the extent that You make such personal information publicly available on or through the Services.
25. THIRD-PARTY CONTRIBUTIONS TO THE SERVICES AND EXTERNAL LINKS
25.1 Each contributor to the Services of data, text, images, sounds, video, software and other Content is solely responsible for the accuracy, reliability, nature, clearance of rights, compliance with law, and legal restrictions associated with your contribution to the Content. As such, Shopee is not responsible for, and shall not regularly monitor or verify the accuracy, reliability, nature, clearance of rights, compliance with law, and legal restrictions associated with any Content contribution. You will not hold Shopee liable for the actions or inactions of any User, including, but not limited to, things they post or make available through the Services.
25.2 In addition, the Services may contain links to third-party products, websites, services, and offerings. These third-party links, products, websites, and services are not owned or controlled by Shopee. Rather, they are owned and operated by 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 posted by such third parties on their websites or otherwise. By using the Services, You agree that Shopee shall not be liable in any way due to Your use of or inability to use any website or widget. You further acknowledge and agree that Shopee may disable your use or remove any third-party links or applications on the Services to the extent they violate these Terms of Service.
26. YOUR REPRESENTATIONS AND WARRANTIES
26.1 You represent and warrant that:
(a) you possess the legal capacity (and in the case of a minor, the valid consent of a parent or legal guardian), the right, and the capacity to agree to these Terms of Service and comply with their terms; and
(b) you will use the Services only for lawful purposes and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies, and regulations.
27. FRAUDULENT OR SUSPICIOUS ACTIVITY
27.1 If Shopee, in its sole discretion, believes that You may have engaged in any potentially fraudulent or suspicious activity and/or transaction, it may take various steps to protect Shopee, other Buyers or Sellers, other third parties, or you from Reversals, Chargebacks, Claims, Fees, fines, penalties, and any other liability. Actions we may take on Shopee 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 the Shopee Guarantee;
(c) We may hold, apply or transfer funds in your Account as required by judgments and orders affecting you or your Account and communicated to Shopee;
(d) We may refuse to provide the Services to you now or in the future; and/or
(e) We may hold your funds for a period of time reasonably necessary to protect against the risk of liability to Shopee or a third party against the risk or if we believe that you may be engaging in potentially fraudulent or suspicious activity and/or transactions.
27.2 For the purposes of this Section:
"Chargeback" means a request that a Buyer submits directly to their debit or credit card company or debit or credit card issuing bank to invalidate a payment.
"Claim" means a dispute of a payment that a Buyer or Seller submits directly to Shopee.
"Reversal" means the revocation of a payment by Shopee because (a) it is invalidated by the sender's bank, (b) it was sent in error by Shopee, (c) the sender of the payment was not authorized to send the payment (e.g., the sender used a stolen credit card), (d) the sender received payment for activities that violated these Terms of Service or any other Shopee policy, or (e) Shopee decided a Claim against you.
28. INDEMNITY
28.1 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 demands and all related liabilities, damages, settlements, penalties, fines, costs, and expenses (including, including, but not limited to, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or relating to: (a) any transaction entered into on the Site, or any dispute in connection with such transaction (except where Shopee or its Affiliates are the Seller in the transaction to which the dispute relates), (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 failure to comply with any term of these Terms of Service or any policies or guidelines referenced herein, (e) your use or misuse of the Services, (f) your violation of any law or any rights of a third party, or (g) any Content uploaded by you.
29. SEVERABILITY
29.1 If any provision of these Terms of Service is held to be 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 the remaining provisions in such jurisdiction or the validity and enforceability of the provision in question under the law of any other jurisdiction.
30. GOVERNING LAW AND JURISDICTION
30.1 These Terms of Service shall be governed by and construed in accordance with the laws of Argentina, without regard to its conflict of law rules. For the interpretation, compliance and execution of these terms, the parties expressly submit to the jurisdiction of the competent courts of the City of Buenos Aires, Argentina, waiving any other jurisdiction that by reason of their present or future domicile may correspond to them.
31. GENERAL PROVISIONS
31.1 Shopee reserves all rights not expressly granted herein.
31.2 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 platform 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 (regardless of whether you have reviewed such changes) shall constitute your acceptance of such revised Terms of Service. Shopee may (but shall not be obliged to) notify you that a change to the Terms of Service has been made, and you should keep yourself updated as to whether any such changes have been made, and the content and effect of such changes.
31.3 You may not assign, sublicense or transfer any rights granted to you hereunder or subcontract any of your obligations.
31.4 Nothing in these Terms of Service shall constitute a partnership, joint venture, or principal-agent relationship between You and Shopee, nor does it authorize You to incur any costs or liabilities on behalf of Shopee.
31.5 Shopee's failure to require performance of any provision hereof shall in no way affect its right at a later time to enforce the same unless the same waived in writing.
31.6 These Terms of Service are solely for the benefit of you and us and are not for the benefit of any other person or entity except Shopee's Affiliates and subsidiaries (and each of Shopee's and its affiliates' and subsidiaries' respective successors and assigns).
31.7 The terms set forth in these Terms of Service and any agreements and policies included in 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 prior agreements or understandings between the parties relating 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 warranty of any person other than as expressly set forth in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights, and remedies that it might have had but for this Section in connection with 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.
31.8 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and corruption, including but not limited to the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act, and you confirm that you have and shall have in place all necessary policies and procedures to ensure compliance with such requirements.
31.9 If you have any questions or concerns about these Terms of Service or any issues arising in these Terms of Service or on the Site, please contact us at: contact form. LEGAL NOTICES: Send all legal notices to legal@shopee.com and legal.ar@shopee.com and Attention it to the “General Counsel”.
31.10 IF FOR ANY REASON YOU INTEND TO REVOKE YOUR ACCEPTANCE, SHOPEE INFORMS YOU THAT UNDER THE APPLICABLE CONSUMER LAW IN ARGENTINA, YOU HAVE THE UNWAIVABLE RIGHT TO REVOKE YOUR BUSINESS TRANSACTION WITHIN TEN (10) CONSECUTIVE DAYS FROM THE ACCEPTANCE OR DELIVERY OF THE GOODS, WHICHEVER IS LATER.
31.11 I CONFIRM THAT I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY REVISIONS THEREUNDER. 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.
Last updated: 2026/10/22