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Parmtrade FZCO Terms *
AFFILIATE PROGRAM AGREEMENT

As of 31st  October 2025

This Affiliate Program Agreement (the “Agreement”) forms a legally binding contract between Parmtrade FZCO, a private limited company organized under the laws of the United Arab Emirates, with its principal place of business at Dubai Silicon Oasis, DDP, Building A1, Dubai, United Arab Emirates (the “Company”; “We” or “Us”), and you, the individual or entity agreeing to these Terms (the “Affiliate”; “You” or “Partner”).

This Agreement also serves as Terms and Conditions for the Affiliate Program that can be joined by creating an account on the Affiliate Platform (each as defined below). By joining the Affiliate Program you are also accepting the terms of this Agreement.

I. DEFINITIONS

In this Agreement, unless the context otherwise requires, the following definitions shall apply to these terms: 

1.1. Action shall mean a specific action a Consumer must perform on the Website for the Affiliate to earn a Commission, such as completing a purchase, filling out a form or registering an account. The specific criteria for an Action shall be defined in the Offer terms;

1.2. Agreement refers to this Affiliate Program Agreement, together with all annexes, Offers and policies incorporated by reference, including any guidelines provided by the Company;

1.3. Affiliate / You / Partner refers to the individual or entity that registers through the Platform and agrees to provide the Services under the terms of this Agreement;

1.4. Business Day shall mean a day other than a Saturday, Sunday, or public holiday in the United Arab Emirates when banks are generally open for business;

1.5. Commission shall mean the fee payable by the Company to the Affiliate for each Valid Action, as calculated according to the rates specified on the Platform;

1.6. Company Materials shall mean all materials, regardless of their form, provided or made available by the Company to the Affiliate, including but not limited to ad creatives, trademarks, and links;

1.7. Confidential Information  shall mean all non-public information disclosed by one party to the other, including the terms of this Agreement and any other information that is either marked or reasonably understood as confidential;

1.8. Consumer shall mean a visitor to the Website who arrives via an Affiliate link;

1.9. Data Protection Legislation shall mean any applicable law relating to the processing, privacy, and use of Personal Data, including, without limitation: (i) the EU General Data Protection Regulation (EU) 2016/679 (“GDPR”); (ii) the EU ePrivacy Directive 2002/58/EC; and (iii) U.S. state privacy laws, including CCPACPRA, and (iv) any equivalent national laws or regulations;

1.10. Intellectual Property Rights shall mean all intellectual and industrial property rights of any kind and nature, including, without limitation, copyrights, trademarks, patents, trade secrets, database rights, and domain names, whether registered or unregistered;

1.11. Offer shall mean the campaign-specific terms issued by the Company via the Platform (or by email/other written communication) for a particular promotion, including: (a) the product/service being promoted; (b) the required Action and any Offer-specific conditions; (c) the Commission model and amount (and any currency, caps, or frequency caps); (d) the tracking method and required Affiliate link use; (e) targeting and timing and any budgets or limits;

1.12. Personal Data shall mean any information relating to an identified or identifiable natural person, as defined by applicable Data Protection Legislation;

1.13. Platform shall mean the third-party software system (e.g., Everflow) used by the parties to manage the Affiliate Program, including tracking Actions and managing Commissions;

1.14. Services shall mean the performance marketing services provided by the Affiliate, which involve generating Consumer traffic to the Company’s Website with the objective of completing Actions; 

1.15. Valid Action shall mean an Action that: (i) is attributed to the Affiliate via the Affiliate link; (ii) satisfies all Offer-specific conditions; and (iii) is not cancelled, returned, refunded, charged back, duplicated, or generated by prohibited or non-compliant traffic sources or methods;

1.16. Website shall mean the Company’s internet websites or landing pages where a Consumer can perform an Action.

II . SUBJECT MATTER

The Affiliate wishes to join the Company's Affiliate Program to provide the Services under the terms of this Agreement. Accordingly, the Affiliate agrees to deliver the Services at its own risk and expense, and in return, the Company agrees to compensate the Affiliate by paying the Commission solely for successful conversions.

III.  AFFILIATE REPRESENTATIONS AND WARRANTIES

By entering into this Agreement, the Affiliate represents and warrants to the Company that:
it possesses the necessary skills, expertise, and experience in affiliate marketing to perform the Services required under this Agreement;
it will comply with all applicable laws, including but not limited to GDPR, CCPA/CPRA, CAN-SPAM Act, FTC guidelines, consumer protection laws, advertising standards, and local marketing regulations in each jurisdiction where it operates;
it will maintain all required licenses, permits, and authorizations necessary to perform the Services lawfully.
if the Affiliate is a legal entity (such as a company, corporation, or agency), the individual creating the account on its behalf represents and warrants that they have the full legal authority to bind the Affiliate to this Agreement.

IV.  PERFORMANCE OF SERVICES

The Affiliate shall perform the Services with the highest care, skill, and diligence, in accordance with industry best practices and the reasonable instructions of the Company.

The Affiliate shall not engage in, or authorize, any malicious, unlawful, infringing, pornographic, obscene, violent, defamatory, discriminatory, misleading, or otherwise offensive practices or materials in connection with the Company’s products.

The Affiliate shall safeguard all Company Materials in its possession and return them upon request and shall refrain from any unlawful use or infringement of Intellectual Property Rights.

The Affiliate must strictly adhere to the Company’s Affiliate Marketing Activities Guidelines (the “Guidelines”), which are incorporated into this Agreement by reference. The official and most current version of the Guidelines is available at: https://docs.google.com/document/d/1-JfeY-bGH330WUyZglZ4ImdYsMnr2dhI/edit. In addition to the Guidelines, the Company may provide specific instructions, requirements, or restrictions to an individual Affiliate or a group of Affiliates in writing (including via email) or by other means of communication mutually agreed upon by the parties. The Affiliate agrees that any such specific directives are also binding and must be strictly adhered to. These directives may supplement, modify, or supersede the general Guidelines for the specific Affiliate(s) to whom they are issued. The Company reserves the right to update the Guidelines at any time. The Company will use reasonable efforts to notify the Affiliate of any material changes, but it is the Affiliate's sole responsibility to regularly review the Guidelines and ensure all its marketing activities are compliant. Any breach of the Guidelines will be considered a material breach of this Agreement. 

The Affiliate shall use only promotional materials and creative content provided or approved by the Company, ensuring compliance with the Company’s guidelines and prohibiting any false, deceptive, or misleading representations.

The Affiliate is strictly prohibited from engaging in any of the following activities:
bidding on any of the Company’s trademarks, including any variations or misspellings, in any search or content-based campaigns (e.g., on Google, Bing). This prohibition includes the use of brand keywords in Performance Max campaigns;
registering or using any domain names that include the Company’s brand names or trademarks, or any variations thereof;
using the Company’s trademarks, logos, or brand design elements in ad titles, ad copy, display names, or display URLs;
creating or using social media profiles, usernames, or channels that include the Company’s trademarks or could reasonably be mistaken for an official Company profile;
sending unsolicited commercial emails or engaging in any other form of electronic spamming;
generating Actions through any fraudulent or deceptive means, including but not limited to bots, self-referrals, or incentivized clicks.

V.  SCOPE OF SERVICES AND PAYMENT

The Affiliate's primary role under this Agreement is to identify and drive qualified Consumer traffic to the Company’s Website. The Affiliate shall achieve this by employing various online marketing techniques and channels in a professional manner.

All marketing methods used by the Affiliate must be fully compliant with the terms of this Agreement and all applicable laws and regulations. The Company reserves the right to request changes to or the cessation of any marketing activity it deems non-compliant or damaging to its brand.

The Affiliate is eligible to earn Commissions for Valid Actions initiated by Consumers. The specific requirements for a Valid Action and the corresponding Commission rate shall be defined in the applicable Offer. Commissions are earned only when a Valid Action is successfully completed and tracked through the Affiliate's unique Affiliate link provided via the Platform.

The Platform’s reporting is the sole system of record for determining Valid Actions and calculating Commissions. In the event of any discrepancy, the figures shown in the Platform (as visible in the Affiliate’s account) shall be final and binding, except that the Company may correct manifest technical errors evidenced by underlying Platform logs, in which case the corrected Platform figures will govern.

The payment schedule, currency, minimum payout threshold, and available payment methods are stated on the Platform (or in the applicable Offer) and may be updated on 14 days’ notice, applying prospectively. The Affiliate must provide and keep current accurate payee, banking, and tax information. The Affiliate is responsible for any third-party transfer, intermediary bank, or fees. The Company may set off reversals, chargebacks, adjustments, or other amounts owed under this Agreement against any payment. If a payment attempt fails due to incorrect details or compliance holds, payment is paused until corrected.

The Company may review and reverse previously reported Actions and adjust Commissions for cancellations, returns, chargebacks, suspected fraud signals, error, or breach of Offer-specific conditions. Reversals may be made for up to 180 days after the end of the month in which the Action was reported, or for as long as the underlying transaction is reversible by payment processors, whichever is longer. In all cases involving suspected fraud, the Company’s determination shall be final and binding.

The Company reserves the absolute right to suspend, withhold, or forfeit any and all Commissions if the Affiliate is found to be in breach of any term of this Agreement, or if the Company, in its sole discretion, suspects any fraudulent, deceptive, or non-compliant activity: 
the Company may suspend payments pending a thorough investigation into any suspicious activity;
if, upon investigation, the Company determines that a breach or fraudulent activity has occurred, the Affiliate shall forfeit all Commissions earned during the period in question, regardless of whether such Commissions have been paid or remain unpaid. 
This is considered a material breach of the Agreement, and the Company reserves the right to terminate the Agreement immediately and pursue any available legal remedies for damages.

The Affiliate is solely responsible for the payment of all applicable taxes on its income in accordance with the laws of its jurisdiction.

VI. COMPANY RIGHTS AND OBLIGATIONS

The Company hereby undertakes to:
provide the Affiliate with access to the Platform, through which the Affiliate can generate Affiliate Links and access necessary Company Materials;
cooperate with the Affiliate in all matters relating to the Services and provide, in a timely manner, information reasonably required for the performance of the Services;
use commercially reasonable efforts to accurately track all Actions generated through the Affiliate's Links, with the Platform's data being the definitive source for calculation;
pay the Affiliate all earned and undisputed Commissions in accordance with this Agreement;
ensure that, to the best of its knowledge, all Company Materials provided to the Affiliate are compliant with applicable laws and do not infringe on any third-party Intellectual Property Rights.

The Company reserves the right to:
monitor the Affiliate’s marketing channels (including websites, social media pages, etc.) at any time to verify compliance with this Agreement;
modify, suspend, or terminate the Program, or change any term of this Agreement (including Commission rates), in its sole discretion, by providing the Affiliate with at least 14 (fourteen) days' prior written notice. 
The Affiliate's continued participation in the Program after such notice period shall constitute its binding acceptance of the changes.

VII. MUTUAL REPRESENTATIONS AND WARRANTIES

The Company and the Affiliate each represent and warrant to the other that:
it has the full legal capacity, right, power, and authority to enter into and perform its obligations under this Agreement;
the execution and performance of this Agreement will not conflict with or violate any other agreement to which it is a party;
it holds all necessary rights, licenses, and permissions to perform its obligations hereunder;
it is not subject to any pending or threatened bankruptcy, insolvency, or liquidation proceedings;

In the event that any representation or warranty made by the Affiliate under this Agreement is breached or proves to be untrue, the Affiliate shall be fully liable for any and all losses, damages, costs, and expenses (including reasonable legal fees) that the Company may suffer or incur as a result of such breach.

VIII. DATA PROTECTION

The Affiliate acknowledges that it acts as a data processor in respect of any Personal Data it processes on behalf of the Company under this Agreement. The Company is the data controller. The Affiliate shall:
process Personal Data only on documented instructions from the Company; 
implement appropriate technical and organizational measures to ensure data security; 
assist the Company in complying with data subject requests; 
delete or return all Personal Data upon termination of the Agreement; 
make available information necessary to demonstrate compliance, and allow audits by the Company.
The Affiliate shall not process or disclose Personal Data for any other purposes, nor transfer Personal Data outside approved jurisdictions without the Company’s prior written consent.

IX. INTELLECTUAL PROPERTY RIGHTS

All and any Intellectual Property Rights owned by the Company prior to this Agreement shall remain its exclusive property. Any new Intellectual Property created by the Affiliate using Company Materials shall automatically and exclusively belong to the Company upon creation.

The Company grants the Affiliate a limited, non-exclusive, revocable, and non-transferable license to use Company Materials. The Affiliate acquires no proprietary rights in Company Materials. This license is valid only during the term of this Agreement and automatically terminates upon expiration or termination of the Agreement under the following conditions.

The Affiliate must use Company Materials in strict accordance with the Company’s brand guidelines. Prior to public use, all promotional materials incorporating the Company's Intellectual Property Rights must be submitted to the Company for prior written approval (email shall suffice).

The Affiliate is solely responsible for obtaining all necessary licenses for any third-party Intellectual Property Rights used in the performance of the Services and shall indemnify and hold the Company harmless from any related claims. 

Upon termination of this Agreement, the license granted herein shall immediately cease, and the Affiliate must immediately cease all use of Company Materials and permanently delete all copies thereof.

X. CONFIDENTIALITY

For the purposes of this Agreement, “Confidential Information” means all non-public information, in any form or medium, disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), including but not limited to business, commercial, financial, technical, strategic, and operational information, trade secrets, know-how, as well as any Personal Data received or accessed in connection with this Agreement. 

The Receiving Party shall not use or disclose the Disclosing Party's Confidential Information for any purpose, except with the Disclosing Party's prior written consent or as strictly necessary for the performance of this Agreement. This obligation does not apply to information that: (a) was already lawfully known to the Receiving Party; (b) is or becomes public through no fault of the Receiving Party; or (c) must be disclosed by law, provided that prior written notice is given to the Disclosing Party where legally permissible.

The confidentiality obligations shall survive the termination of this Agreement and remain in effect for as long as the information remains confidential. The Affiliate specifically agrees not to use the Company's Confidential Information to provide services to any direct competitor of the Company.

Any unauthorized disclosure or use of the Company’s Confidential Information by the Affiliate constitutes a material breach of this Agreement. In such an event, the Affiliate shall pay the Company liquidated damages of no less than EUR 15,000 (fifteen thousand euros) per breach, or the actual damages suffered by the Company, whichever is greater. This is without prejudice to the Company’s right to seek further legal remedies.

XI. LIABILITIES AND INDEMNIFICATION

The Affiliate will defend and indemnify the Company (and all its affiliates, respective officers, directors, shareholders, attorneys, representatives, contractors and employees) from and against any and all claims, damages, liabilities, charges, recoveries judgments, penalties, and costs or expenses (including attorney fees) that may be obtained against, imposed upon or suffered by the Company and/or its affiliates as a result related to any breach by Affiliate of its representations, warranties or covenants contained herein. 

The Affiliate will be solely and fully responsible for any breach of any applicable law or any third party right if such breach would be related to Affiliate’s activities carried in accordance with this Agreement. The Company shall never be held jointly and/or severely liable for any of the Affiliates advertising campaigns and their compliance with any advertising, publishing or consumer rights laws applicable in jurisdictions that the Affiliate or the Company would be targeting. 

 Upon written notice of any claim covered by the Affiliate’s indemnity, the Affiliate shall immediately assume the defense at its sole cost with counsel reasonably acceptable to the Company and keep the Company informed; the Company may participate at its own expense and may, upon written notice, assume exclusive control of the defense and settlement at the Affiliate’s expense if a conflict exists, non-monetary relief is sought, the claim could affect the Company’s reputation, the Affiliate fails to defend diligently, or any proposed resolution could impose obligations on or require admissions by the Company; the Affiliate shall fully cooperate (at its expense), including providing records, witnesses, system access, etc.; the Affiliate shall not settle any claim without the Company’s prior written consent, which may be withheld in the Company’s sole discretion unless the settlement provides a full unconditional release of the Company, contains no admission of liability by the Company, imposes no non-monetary obligations or ongoing restrictions on the Company, and is paid in full by the Affiliate; the Company may settle any claim itself and the Affiliate shall promptly reimburse all indemnifiable amounts (including defense costs, settlements, and judgments); failure by the Company to give prompt notice does not relieve the Affiliate of its obligations; the Company may set off indemnifiable amounts against sums payable to the Affiliate.

XII. EFFECTIVE TERM AND TERMINATION 

This Agreement shall commence on the date the Affiliate accepts them through the click-wrapping method and shall remain effective until the completion of the provision of Services.

Either Party may terminate this Agreement upon thirty (30) days' written notice. Notwithstanding the foregoing, the Company may terminate this Agreement at any time upon seven (7) days’ written notice, or immediately in case of material breach, fraud, or any action it deems harmful to its brand or reputation. The Company reserves the sole discretion to determine what constitutes a material breach, including any action it deems harmful to its brand or reputation.

Upon termination, the Affiliate must immediately cease all promotional activities and certify in writing within five (5) Business Days that it has deleted all Company Materials. 

XIII. MISCELLANEOUS

Assignment and Other Dealings. The Affiliate may not, without the prior written consent of the Company, assign, transfer, sub-license, or otherwise dispose of any of its rights or obligations under this Agreement. Any attempted assignment in violation of this provision shall be null and void. The Company may freely assign or transfer this Agreement (in whole or in part) to any of its affiliates, group companies, successors, or in connection with any merger, acquisition, or sale of assets, without the Affiliate’s consent.

Entire Agreement. This Agreement (including the Offers and policies incorporated by reference) is the entire agreement and supersedes prior terms. If an Offer conflicts with this Agreement, the Offer governs only for campaign-specific parameters; otherwise, this Agreement controls. No third party has rights under this Agreement. Clauses that by nature should survive (including payment, reversals, confidentiality, IP, compliance, limitation of liability, indemnities, dispute resolution) survive termination.

Variation. The Company reserves the right to amend this Agreement at any time. The Affiliate will be notified of any such amendments, and continued participation in the Program or use of the affiliate platform shall constitute acceptance of the amended Agreement through a click-wrap method. 

Waiver. No failure, delay, or omission by either party in enforcing, exercising, or pursuing any right, power, privilege, claim, or remedy under this Agreement or at law shall operate as a waiver of that or any other right, power, privilege, claim, or remedy. Any waiver must be in writing and shall apply only to the specific circumstances for which it is given.

Severability. If any provision or part of a provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If modification is not possible, the provision shall be deemed deleted, but that shall not affect the validity and enforceability of the remainder of this Agreement. 

Governing Law and Jurisdiction. This Agreement, and any dispute arising out of or in connection with it (including non-contractual disputes), shall be governed by and construed in accordance with the UNIDROIT Principles of International Commercial Contracts (2016). 

Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Agreement, including its existence, validity, breach, or termination, shall be finally resolved by arbitration administered by the Vilnius Commercial Arbitration Court in accordance with its Arbitration Rules. The seat of arbitration shall be Vilnius, Lithuania. The proceedings shall be conducted in the English language and may be carried out online.

Notices and Electronic Acceptance. All notices must be sent by email to the addresses set in the Platform (or updated by notice) and are deemed received when sent; operational notices may be given via the Platform. This Agreement is in English and may be accepted by click-wrap on the Platform; an electronic copy constitutes an original.
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