Affiliate Agreement

Affiliate Marketing in Pakistan Terms and Conditions (the “Agr eement”) 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 “I Accept” button, and 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 supersede 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 Agreem

WHEREAS, the Company is engaged in the provision of advertising services and Affiliate is willing and able to provide promotional services and content of the Channels to Customers, for the Company, for the purpose of increasing the 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).

“Affiliate’s Account” shall mean all advertising and/or promotion-capable medias 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 medias, to publish the Advertising Materials for the Promotional 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 ‘Daraz’, through collectively through the (1) mobile application of the same name and (2) the web portals located at

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 favour 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. 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.

1.19 “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 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.