Affiliate Agreement

Affiliate Marketing in Pakistan Terms and Conditions (the “Agreement”) shall constitute an Agreement between you (“You” or “Affiliate”) and the Company, for the registration and appointment of the Affiliate to provide the Company with Promotion of the Channels. The Affiliate and the Company shall collectively be referred to as the “Parties” and individually as the “Party”.

The Affiliate must read, agree to, and accept all of the terms and provisions contained in this Agreement by clicking the “I Accept” button. The Parties hereby agree, acknowledge, and accept that clicking such button shall instantly form a valid, effective, and legally binding agreement for good consideration between the Parties.

This Agreement constitutes the complete and exclusive statement of the agreement of both the Parties with respect to the subject matter of this Agreement and supersedes all prior oral and written commitments, understandings, and communications between the Parties regarding such matter. The Company may, at its sole discretion, amend the Agreement from time to time by providing the revised version(s) of the same to the Affiliate in writing, at the sole discretion of the Company, without being required to give any prior notice to the Affiliate. Any continued performance of its obligations under this Agreement by the Affiliate after the revised Agreement has come into effect shall be deemed as the Affiliate’s consent to such revised Agreement.

WHEREAS, the Company is engaged in the provision of advertising services, and the Affiliate is willing and able to provide promotional services and content of the Channels to Customers, for the Company, for the purpose of increasing user traffic on those Channels. The Company now engages the Affiliate, and the Affiliate accepts such engagement, to perform the Promotion of the Channels in the Territory on the terms and conditions specified herein.

1. DEFINITIONS

1.1 Advertising Material shall mean any advertising materials provided by the Company to the Affiliate, to be published by the Affiliate on the Affiliate’s Accounts solely for the purposes of conducting the Promotion of the Channels, in accordance with the terms and conditions herein.

1.2 “Affiliate” or “You” shall have the meaning given to the term in the Preamble above (i.e., the first Party named above, who shall be engaged for the purpose of, and authorized by the Company to promote the Channels on the terms and conditions of this Agreement).

1.3 “Affiliate’s Account” shall mean all advertising and/or promotion-capable media utilized by the Affiliate, including without limitation websites, applications, social media accounts, emails, audiovisual media channels (whether digital or traditional), newsletters, Affiliate networks’ sub-affiliates, their owned and brokered media, to publish the Advertising Materials for the Promotion of the Channels, in accordance with the terms hereunder.

1.4 “Agreement” shall have the meaning given to the term in the Preamble above (i.e., these Affiliate Terms and Conditions).

1.5 “Channels” shall mean the online marketplace operating under the style and name of ‘Swedzo’, through collectively the (1) mobile application of the same name and (2) the web portals located at [Swedzo’s web address].

1.6 “Chargeback” shall mean a charge that is returned to a Customer’s payment card (whether a debit, credit, or charge card as the case may be) after the Customer successfully disputes an item on their card’s account statement or transactions report with that Customer’s bank.

1.7 “Click” shall mean a Customer’s click on a Hyperlink provided by the Affiliate, which routes that Customer directly to the Channel(s).

1.8 “Commission” shall have the meaning given to the term in Clause 3.1 hereunder.

1.9 “Commission Exemptions” shall have the meaning given to the term in Clause 3.2 hereunder.

1.10 “Company” shall mean Jade-e-Services Pakistan (Private) Limited, a company established under the laws of Pakistan, with its registered office at 18th Floor Sky Tower (A), Dolmen City, HC-3, Block-4, Scheme-5, Clifton, Karachi.

1.11 “Confidential Information” shall have the meaning given to the term in Clause 6.1.

1.12 “Customer” shall have the meaning given to the term in Clause 2.1 hereunder.

1.13 “Hyperlink” shall mean a link provided to the Affiliate by the Company, to the Channel (or a specific Product listing on the Channel) in the form of an exact URL, to be published by the Affiliate in the Affiliate’s Accounts, which identifies the Affiliate whenever a Customer Clicks on it.

1.14 “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals, and extensions thereof, under the laws of any state, country, territory, or other jurisdiction.

1.15 “Invoice” shall mean the monthly invoice issued by the Company, on behalf of the Affiliate, which specifies the Commissions that accrued in favor of the Affiliate in the preceding calendar month, minus any applicable deductions.

1.16 “Net Sales” shall mean sales revenue received by the Company for the sale of any Product to the Customer which involves the (1) Customer’s Click of a Hyperlink; and/or (2) input of a Voucher Code at checkout on the Channel; and where such sale is not directly or indirectly caused by a Commission Exemption; minus all the corresponding applied discounts (whether through Voucher Code or otherwise applied by the seller of the Product or the Company at checkout).

1.17 “Product” shall mean any product(s) listed for sale by third-party sellers on the Company’s Channels.

1.18 “Promotion” shall have the meaning given to the term in Clause 2.1 hereunder.

1.19 “Returns and Refunds Policy” shall mean the applicable Company policies which govern the procedure for returns and refunds of Products by Customers on the relevant Channels located at [Swedzo’s Returns and Refunds Policy of Pakistan].

1.20 “Term” shall have the meaning given to the term in Clause 11.1 hereunder.

1.21 “Territory” shall mean the geographical region of Pakistan.

1.22 “VAT” shall mean value-added taxes.

2. APPOINTMENT

2.1 The Company appoints the Affiliate as its Channel promotion affiliate for the Territory, wherein the Affiliate shall conduct Promotions for the Channels for the Affiliate’s followers, subscribers, and/or any person visiting the Affiliate’s website(s) and/or social media accounts (“Customers”), as well as publish the Advertising Materials of the Affiliate’s Accounts to induce them to visit and use the Channels (“Promotion”).

2.2 The Affiliate shall only conduct the Promotion of the Channels to Customers within the Territory, except as otherwise approved in writing by the Company.

2.3 The Channels within the Territory will be covered non-exclusively by the Affiliate, and the Company is free to engage other affiliates to provide similar services to the Promotion within the Territory.

3. COMPENSATION

3.1 In consideration for the Affiliate’s performance of its obligations and as good and valuable consideration, the Company shall pay to the Affiliate a commission on the Net Sales in the Territory, at such rates as shall be specified in writing and notified by the Company to the Affiliate from time to time (“Commission”). The Commission is inclusive of VAT, where applicable, and shall be subject to levy and deduction of all applicable taxes (including without limitation withholding taxes and VAT). The rate(s) applicable to the Commission may be revised at any time at the sole discretion of the Company, subject to prior written notice being provided to the Affiliate of such change.

3.2 The Parties hereby agree, acknowledge, and confirm that Commission shall not be payable against Net Sales of any Products (a) which were subsequently returned and/or refunded in accordance with the Company’s Returns & Refunds Policy; (b) against which there was a Chargeback; (c) which were part of a transaction against which any form of fraudulent activity has been suspected or found by the Company; (d) where the order transaction was canceled by the Customer after placing it; (e) where the Customer purchased the Product with the intention of reselling it; and (f) where the order was linked to the Affiliate’s conduct of any of the prohibited actions specified in Clause 7.6.1-7.6.15 hereunder (hereinafter collectively referred to as “Commission Exemptions”).

4. PROMOTION AND ORDER TRACKING

4.1 In performance of its obligations under the Agreement, the Affiliate shall not quote any prices, terms, conditions, deals, offers, competitions, campaigns, nor lotteries for any of the Products on the Channels, other than those expressly specified in writing by the Company. Any prices, terms, conditions, deals, offers, competitions, campaigns, and lotteries for the Products are to be established solely by the Company, with immediate effect.

5. RELATIONSHIP OF COMPANY AND AFFILIATE

5.1 Nothing in this Agreement shall be construed to constitute the Affiliate as the partner, joint venture, employee, or agent of the Company, nor shall either Party have any authority to bind the other in any respect, it being intended that each shall remain an independent contractor responsible only for its own actions.

6. CONFIDENTIAL INFORMATION

6.1 Unless otherwise specified in the Agreement, all information exchanged during the course of the Agreement (“Confidential Information”) shall be regarded as confidential between the Parties and shall not be disclosed to any unauthorized person or used by the recipient other than for the purpose to which it relates.

7. AFFILIATE RESPONSIBILITIES AND PROHIBITIONS

7.6 The Affiliate shall not, under any circumstances, do any of the following:

7.6.2 Bid for any search engine placement/optimization/marketing using the term “Swedzo”, “swedzo.com”, “Shop”, “shop.com”, or any variation or misspelling of the terms “Swedzo” or “Shop”.

7.6.3 Display any Company-related content on any website that in any way disparages the Company, its affiliates, or subsidiaries or their products or services or infringes on any of the Company’s intellectual property or other rights.

8. COMPANY RESPONSIBILITIES AND LIMITATIONS OF LIABILITY

8.1 The Company shall be solely responsible for ensuring the display and supply of the Products, and the sellers listing the Products on the Channels shall be responsible for the design, development, production, and performance of its Products and the protection of its trade names.

9. INTELLECTUAL PROPERTY RIGHTS

The Parties hereby agree, acknowledge, and affirm that the Company and its licensors retain all right, title, and interest in and to all Intellectual Property Rights related to the Channels and the Advertising Materials. The logos and names are trademarks of the Company and are registered in certain jurisdictions.

10. INDEMNIFICATION

The Affiliate shall indemnify, defend, and hold harmless the Company, and its directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses arising from or relating to any claim, suit, proceeding, demand, or action brought by the Affiliate or any third party against an Indemnified Party.

11. TERM AND TERMINATION

11.1 This Agreement shall come into full force and effect upon the Affiliate’s acceptance of this Agreement in the manner prescribed hereinabove and shall continue to remain valid and in force unless otherwise terminated in accordance with this Agreement (“Term”).

12. ASSIGNMENT

This Agreement shall not be assigned by the Affiliate, at any time or for any purpose whatsoever, without the Company’s express written consent to such assignment.

13. WAIVER

The waiver by either Party of a right, default, or breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any subsequent right, default, or breach.

14. MODIFICATIONS

Each Party shall, without further consideration, execute and deliver such additional documents and instruments and perform all such other and further actions as may be necessary or reasonably requested in order to carry out the purposes and intents of this Agreement.

15. FURTHER ACTIONS

Each Party shall, without further consideration, execute and deliver such additional documents and instruments and perform all such other and further actions as may be necessary or reasonably requested in order to carry out the purposes and intents of this Agreement.

16. APPLICABLE LAW

This Agreement and any question concerning its validity, construction, or performance shall be governed by the laws of Pakistan, irrespective of the place of execution, or the order in which the signatures of the Parties are affixed or the place or places of performance.

17. SEVERABILITY

The unenforceability (or the modification necessary to conform with such law and public policy) of any part of this Agreement shall not be deemed to render unenforceable any other part of this Agreement.

18. ENTIRE AGREEMENT

This Agreement contains the entire understanding and Agreement of the Parties with respect to the subject matter hereof.

19. PARAGRAPH HEADINGS

All headings set forth in this Agreement are intended for convenience only and shall not control or affect the meaning, construction, or effect of this Agreement or of any of the provisions thereof.

20. DISPUTE RESOLUTION

The Parties agree that any disputes or questions arising hereunder, including the construction or application of this Agreement, shall first be attempted to be amicably settled by the senior management of the Parties within 15 days of one Party notifying the other Party of such dispute in writing.

21. ATTORNEY’S FEES

If suit or action is instituted in connection with any controversy arising out of this Agreement or an enforcement of any right hereunder, the prevailing Party shall be entitled to recover, in addition to costs, such sums as the court may adjudge reasonable as attorney’s fees, including fees on any appeal.

22. NOTICES

Any notice to be given or served upon any Party to this Agreement must be in writing and shall be deemed to have been given (i) upon receipt in the event of personal service by actual delivery (including by telecopy or delivery service); (ii) upon posting if deposited in the local post office with proper postage and dispatched by certified mail; or (iii) upon receipt if notice is given otherwise than by personal service or by certified mail.