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1. ALIBABA AFFILIATE NETWORK PROGRAM SERVICE AGREEMENT
(Version 20190617)
NOTE: PLEASE CAREFULLY READ ALL CONTENTS OF THIS AGREEMENT BEFORE YOU ACCEPT THIS
AGREEMENT. IF YOU HAVE ANY QUESTIONS ABOUT ANY TERMS HEREIN, PLEASE MAKE YOUR
INQUIRIES WITH ALIBABA AND ALIBABA WILL PROVIDE FURTHER EXPLANATION. IF YOU DISAGREE
WITH ANY CONTENT CONTAINED WITHIN THIS AGREEMENT, OR HAVE DIFFICULTY IN
UNDERSTANDING THE EXPLANATION OF THE TERMS PROVIDED BY ALIBABA, PLEASE DO NOT
CONDUCT ANY FURTHER OPERATION.
This Alibaba Affiliate Network Program Service Agreement (the “Agreement”) contains the terms and
conditions that govern your participation in the Alibaba Affiliate Network Program (the “Program”).
By clicking “CONFIRM” or “I AGREE” in the webpage or otherwise accepting this Agreement and
all its related Insertion Order(s), or having actually used the services contemplated hereunder, you
have reached an agreement with Alibaba and agreed to all terms herein. You acknowledge and
agree that you have independently evaluated the desirability of participating in the Program and are
not relying on any representation, guarantee, or statement other than as expressly set forth in this
Agreement; and hereby represent and warrant that you are lawfully able to enter into contracts
(including but not limited to representing and warranting you are not a minor) and that you are and
will remain in compliance with this Agreement. In addition, if this Agreement is being agreed to by a
company or other entity, then the person agreeing to this Agreement on behalf of that company or
entity hereby represents and warrants that he or she is authorised and lawfully able to bind that
company or entity to this Agreement.
This Agreement includes the main body, appendices and all rules that have been already published
and updated from time to time or may be published in the future for the Program, which shall be an
integral part hereof and be equally binding with the main body. Alibaba has the right to from time to
time revise this Agreement, the appendices hereto and rules hereunder and relevant contents.
“Alibaba”, “Alibaba.com”, “we” or “our” in this Agreement means Alibaba.com Hong Kong Limited, a
company incorporated under the laws of Hong Kong and having its registered address at 26/F, Tower One,
Times Square, 1 Matheson Street, Causeway Bay, Hong Kong. “You”, “your” or “Participant” means the
applicant for the Program. Each of Alibaba.com and Participant is referred to as a “Party” and collectively
as “Parties”.
1.DEFINITIONS
1.1“Alibaba.com App” means anyapplication or mobileoptimisedwebsite(s) of Alibaba.com via a mobile
device.
1.2“Alibaba.com Content” means artworks, graphics, logos, and copies of Alibaba.com Product that are
made available by Alibaba.com to you for advertisements on websites or other media controlled by
you. Alibaba.com Content excludes any data, images, text, or other information or content relating
to products or services offered by any website other than the Alibaba.com Platforms.
1.3“Alibaba.com Platforms” means the Alibaba.com App and the Alibaba.com Site.
1.4“Alibaba.com Portal” means the website with the URL:http://ads.alibaba.comwhere you must enroll and
use for performing the advertising services under this Agreement.
1.5“Alibaba.com Products” means any product that is offered for sale by sellers on the Alibaba.com
Platforms.
1.6“Alibaba.com Site” means the website with the URL:http://www.alibaba.com.
1.7“Buyer” means a registered user of Alibaba.com Platforms who will make or has made a purchase of
Alibaba.com Products of the Alibaba.com Platforms.
1.8“Fraud” means any action that intentionally attempts to create sales, leads, or click-throughsusing
robots, frames, iframes, scripts, or manually “refreshing” of pages, for the sole purpose of creating
commissions.
1.9“Insertion Order” means a service order form entered into by and between Alibaba.com and you that
sets forth the specific pricing and other terms and conditions of the advertising services provided by
you pursuant to this Agreement.
1.10“Intellectual Property Rights” means patents, rights to inventions, copyright and related rights,
trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing
off, unfair competition rights, rights in designs, rights in computer software, database rights,
topography rights, moral rights, rights in confidential information (including without limitation know-

2. how and trade secrets) and any other intellectual property rights, in each case whether registered or
unregistered and including all applications for, and renewals or extensions of, such rights, and all
similar or equivalent rights or forms of protection in any part of the world.
1.11“Network” means a Participant who controls a number and variety of websites, newsletters, or other
third party online or offline media whereby the Alibaba.com Products can be placed.
1.12“Participant Site/Media” means the website or other online media controlled by you whereby you have
the right to place advertisements of Alibaba.com Content pursuant to the Program.
1.13“Publisher” means a Participant who is an individual or entity that controls a website (including its pop-
up links, SEM links, SEO links, email links and other traffic sources on the website) whereby the
Alibaba.com Products can be advertised through the placing of Alibaba.com Content on the
website.
1.14“Qualifying Purchases” means purchases completed by the Buyer on the Alibaba.com Platforms via
your advertisement of Alibaba.com Content. A purchase shall only be deemed to be “completed” by
a Buyer if the Buyer has taken the requisite steps required by the Alibaba.com Platforms for
acknowledging transaction completion. For the avoidance of doubt, transactions on the Alibaba.com
Platforms that are refunded by Buyer shall not be deemed as a Qualifying Purchase.
1.15“Server to Server Post-back” meansAlibaba.com’srecording of the data of the Buyer’s action on its
own server and the subsequent reporting of the data to you by utilizing a URL provided by you,
which contains a code to track the number of Buyer(s) who visited Alibaba.com Platforms and the
corresponding action of such Buyer(s). Whenever a Qualifying Purchase occurs on the Alibaba.com
Platforms, Alibaba.com will generate a server request to you and you will record the data
accordingly.
1.16“Taxes” means all federal, state, provincial, territorial, county, municipal, local or foreign taxes,
including but not limited to sales, use, license, excise, good and services, value added, stamp or
transfer taxes, duties, imposts, levies, assessments, tariffs, fees, charges or withholdings of any
nature whatsoever levied, imposed, assessed or collected by a taxation authority together with all
interest, penalties, fines or other additional amounts imposed in respect thereof, but for greater
certainty excludes any of the foregoingwhich are (i)based on gross or net income,(ii) franchise
taxes, or(iii)property, personal property or rental taxes (collectively "Excluded Taxes"). Each party
shall be responsible for any and all Excluded Taxes that it is liable for under applicable law.
2.SCOPE OF AGREEMENT
2.1This Agreement, together with the following rules (the “Relevant Rules”), constitutes the entire
agreement between the Parties:
(a)Insertion Order;
(b)Alibaba.com Free Membership Agreement;
(c)Terms of Use of Alibaba Affiliates Platform;
(d)Advertising Rules and Policies of Alibaba Affiliate Program;
(e)Data Feeds Terms and Conditions; and
(f)Any and all rules, policies, and terms and conditions as published and amended by Alibaba.com
on the Alibaba.com Portal from time to time.
2.2The Relevant Rules shall be an integral part of this Agreement and shall have the same force and effect
as this Agreement.
2.3The Participant confirms that it has read and understood this Agreement and all Relevant Rules to date
and agrees to abide by all the terms and conditions set forth in this Agreement and all Relevant
Rules when participating in the Program.
2.4Alibaba.com shall have the right, in its sole discretion, to amend and restate any Relevant Rules from
time to time (the “Amended and Restated Relevant Rules”) without notification to Participant. All
Amended and Restated Relevant Rules shall become effective immediately upon its publication on
the Alibaba.com Portal or Alibaba.com Site. Participant’s logging-in to the Alibaba.com Portal and/or
continuance of the participation in the Program after the publication of the Amended and Restated
Relevant Rules shall be deemed as consent on the part of Participant to accept and be bound by
the Amended and Restated Relevant Rules.
2.5In the event that Participant does not agree to any of the Amended and Restated Relevant Rules,
Participant shall terminate this Agreement in accordance with the terms and conditions set forth in
Clause 12 of this Agreement.

3. 2.6In the event of an inconsistency between this Agreement and an Insertion Order, the contents of the
Insertion Order shall prevail.
2.7If Alibaba.com has posted or provided a translation of the English version of any terms of this
Agreement, including the Relevant Rules, you agree that the translation is provided for convenience
only and that the English language version will govern your participation in the Program.
3.DESCRIPTION AND GENERAL TERMS OF THE PROGRAM
3.1The Program is intended to provide you, whether a Network or a Publisher, with the opportunity to
advertise pre-approved Alibaba.com Content on Participant Site/Media. Alibaba.com will make
available to you, through the Alibaba.com Portal, the Alibaba.com Content to be advertised by you
pursuant to the Program. Alibaba.com will pay you the Fees (as defined in Clause 7.1) for each
Qualifying Purchase made by a Buyer via your advertisements of Alibaba.com Content in
accordance with Clause 7 of this Agreement.
3.2Subject toAlibaba.com’sprior approval, you may:
(a)propose other content displaying on the Alibaba.com Platforms to be advertised by you on the
Participant Site/Media; or
(b)create your own promotional content based on the Alibaba.com Content for advertisement on the
Participant Site/Media.
3.3The specific terms and conditions for your advertising services provided under this Agreement, in
addition to the terms set forth in this Agreement, will be set out in the Insertion Order.
4.ENROLLMENT
4.1Your enrollment into the Program is subject to, in addition to the execution of this Agreement, the
fulfillment of all of the following requirements by you:
(a)having agreed to and accepted the “Alibaba.com Free Membership Agreement” online through
the Alibaba.com Portal; and
(b)having agreed to be bound by:
(i)Terms of Use of Alibaba Affiliates Platform;
(ii)Advertising Rules and Policies of the Program;
(iii)Data Feeds Terms and Conditions; and
(iv)any and all rules, policies, and terms and conditions as published and amended by
Alibaba.com on the Alibaba.com Portal from time to time.
4.2Alibaba.com reserves the right to reject your application for participation in the Program if Alibaba.com
determines that, in its sole and absolute discretion, you are unsuitable for participation in the
Program.
5.REPORTING AND TRACKING
5.1Alibaba.com will make available (whether online or offline or by way of a Server to Server Post-back,
atAlibaba.com’sdiscretion) to you reports summarizing your performance in the Program and
records relating to the Qualifying Purchases.
5.2You agree that all performance of your advertisement of Alibaba.com Content on the Participant
Site/Media may be recorded and tracked by the tracking system and technology used by
Alibaba.com. The records tracked and stored byAlibaba.com’stracking system shall serve as the
basis for calculating the sum of Fees payable to you under the Program.
5.3You shall not employ any method to directly or indirectly interfere, disrupt or
disableAlibaba.com’stracking system.
6.PARTICIPANT’S RESPONSIBILITIES
6.1You shall use effective technology to detect and prevent unusual activity which involves Fraud. You
shall determine and declare existence of Fraud activities and Alibaba.com shall not be charged for
such Fraud or invalid activities.
6.2You shall be responsible for your Participant Site/Media and ensure that:
(a)the technical operation of the Participant Site/Media is secure;
(b)the content and information displayed on the Participate Site/Media are:
(i)in compliance with the terms of this Agreement, including the Relevant Rules;
(ii)in compliance with any applicable laws and regulations, including but not limited to laws
and regulations that governing the sending of unsolicited electronic commercial

4. messages; and
(iii)not infringing any legitimate rights, including but not limited to Intellectual Property Rights,
of any third party; Alibaba.com shall not be liable for any matters that arise out of
your breach of Clause 6.2 of this Agreement and shall be entitled to seek
indemnification from you in accordance with Clause 11 of this Agreement.
6.3You shall work with Alibaba.com in order to improve the Program and its effectiveness on an on-going
basis according to the feedback gathered from the various Participant Site/Media.
6.4You shall be responsible for all activities on its account with the Alibaba.com Portal and for loss, theft or
unauthorized disclosure of its password. You shall immediately notify Alibaba.com of any known or
suspected unauthorized use of its account or breach of the security of its account on the
Alibaba.com Portal.
7.FEES AND PAYMENT TERMS
7.1Alibaba.com shall pay you the advertising fees or commissions on a monthly basis for Qualifying
Purchases, subject to other specific terms set forth in the applicable Insertion Order executed by
you and Alibaba.com (“Fees”). The data and records ofAlibaba.com’s(and/or its affiliated sites’)
tracking system shall be final and conclusive for the purposes of calculating and determining the
Fees.
7.2The accrued Fees will be shown on your account but such amount is an estimate which is subject to (i)
adjustment due to any breach by you of the Relevant Rules; (ii) any charge-back by Alibaba.com in
accordance with Clause 7.4 or the Insertion Order; and (iii) any adjustment over the number of
Qualifying Purchases for the month as corrected by Alibaba.com’stracking system and technology.
7.3Alibaba.com shall have the right to charge-back any Fraud or invalid purchases (the “Disqualified
Purchases”) in accordance with Clause 7.4. Alibaba.com will provide an itemized report (the
“Disqualified Purchases Report”), which includes the marketer IDs, lead data and details as
reasonably requested by you as to why such transactions are deemed fraudulent or invalid by
Alibaba.com. For the purposes of this Agreement, fraudulent or invalid leads includes but are not
limited to (i) leads generated by means of any device, program or robot; (ii) leads deemed as an
advertisement; or (iii) leads deemed as fraudulent or invalid leads by the system analysis of
Alibaba.com.
7.4In the event that any amount paid to you is required to be charged back by Alibaba.com, Alibaba.com
shall be entitled to either (i) set off the amount of the Fees for such Disqualified Purchase(s) against
the amount of the Fees payable to you for the month following the issue of the Disqualified
Purchases Report; (ii) request you to return the amount of the Fees for such Disqualified
Purchase(s) (even following the termination of this Agreement) within thirty (30) days from the date
when such charge-back is notified by Alibaba.com; or (iii) deduct the amount of the Fees for such
Disqualified Purchase(s) from the balance on your account on the Alibaba.com Portal.
7.5You shall bear all the applicable costs and expenses (including but not limited to any handling fees
charged by banks and any technical service fees charged by Alibaba.com) in connection with the
payment of the Fees by Alibaba.com to you. The amount of such technical service fees as
published on the Alibaba.com Portal from time to time shall apply.
7.6All amounts otherwise due and payable by Alibaba.com to you under this Agreement are inclusive of
any Taxes.
8.INTELLECTUAL PROPERTY
8.1Except as expressly agreed to in writing by Alibaba.com and you, Alibaba.com and Alibaba Group
Holding Limited will own all right, title and interest in and to all copyrights, inventions, improvements,
products, services, technology, information and materials, work product or derivatives of any kind
that you may independently create, develop or prepare during the Term, including all worldwide
Intellectual Property Rights and proprietary rights therein, including without limitation, the entire
content of texts, software, audios, pictures, videos, graphics, logos, layouts, designs,
advertisements and promotional materials produced for the purpose of fulfilling your obligations
under this Agreement.
8.2Save as provided in this Agreement, you agree not to transfer, copy, modify, alter, adapt or create
derivative works based on the materials approved by Alibaba.com and Alibaba Group Holding
Limited without obtaining their respective written consents.
8.3You are not allowed to use, apply for registration, or register such items identical with or similar to any

5. trademarks, registered or unregistered, trade names, logos and domain names of Alibaba.com, its
affiliates or the Alibaba.com Platforms, including Alibaba.com, 1688.com and Taobao.com.
8.4You shall not copy or modify any icons, buttons, banners, graphics files, or Alibaba.com Content that
Alibaba.com has made available unless otherwise agreed by Alibaba.com in writing.
8.5Except as expressly agreed to in writing by Alibaba.com and you, nothing in this Agreement will be
deemed to grant or assign to either Party any ownership rights, license rights, or interests of any
kind in the other Party’s products, services or technology or in the other Party’s Intellectual Property
Rights or proprietary rights.
9.CONFIDENTIALITY
9.1Confidential Information” shall mean all information, whether in oral, written or other form that one
Party or its affiliates (“Discloser”) or their respective officers, directors, advisers, employees or
agents (collectively, its “Representatives”) discloses to the other Party or its affiliates (“Recipient”)
or its Representatives, including without limitation: internal policies, business plans, capitalization
tables, budgets, and financial statements; costs, prices, and marketing plans; contracts and
licenses; employee, customer, supplier, shareholder, partner or investor lists; technology, know-
how, business processes, trade secrets and business models; notes, sketches, flow charts,
formulas, blueprints, and elements thereof; and source code, object code, graphical design, user
interfaces and other intellectual property, including that of any customer, supplier or other third
party. Alibaba.com and you agree that any Confidential Information disclosed to the Recipient or its
Representatives prior to the date of this Agreement shall be subject to the terms and conditions
hereof.
9.2The term “Confidential Information” shall not include information that:
(a)is or becomes generally available to the public, other than as a result of a disclosure or other fault
by the Recipient or any of its Representatives,
(b)was rightfully in the Recipient’s possession free of any obligation of confidence at or subsequent
to the time such portion was communicated pursuant to this Agreement, or
(c)was developed by the Recipient independently of and without reference to any information
communicated hereunder. Furthermore, a disclosure by the Recipient or its Representatives
of Confidential Information of the Discloser,
(i)in response to a valid order by a court or other governmental or regulatory body,
(ii)otherwise required by law, or
(iii)necessary to establish the rights of either Party under this Agreement, shall not be
considered to be a breach of this Agreement by such Recipient,
provided, however, that, if legally permitted,the Recipient shall provide prompt prior written notice
thereofto the Discloser to enable the Discloser to seek a protective order or otherwise prevent such
disclosure; that, in the event that such protective order or other protection is denied and that the
Recipient is nonetheless legally compelled to disclose such information, the Recipient shall limit the
extent of such disclosure solely to the extent required by such order or law; and that the Recipient
shall use its reasonable best efforts to ensure that such disclosed information is treated strictly
confidentially by the recipients thereof.
9.3Upon the request of the Discloser for any reason, the Recipient will promptly (i) return to the Discloser or
(ii)use its commercially reasonable efforts todestroy all Confidential Information of the Discloser
along with all copies, summaries and extracts thereof (including but not limited to any notes,
memoranda, notebooks, drawings, records, reports, files, documented source and object codes
and other documents and all copies or reproductions of such materials) in the Recipient’s
possession or under the Recipient’s control, whether prepared by the Recipient or
others.Notwithstanding the foregoing, the Recipient may retain reasonable copies of the
Confidential Information for compliance with applicable laws, rulesorregulations or toestablish its
rights under this Agreementand such Confidential Information contained in any computer record
or file which has been created by or pursuant to any automatic electronic archiving system or IT
back-up procedure;provided, that such Confidential Information will not be used or accessed for
any other purpose.
9.4All right, title, and interest to the Confidential Information of the Discloser, as between Alibaba.com and
you, will remain in the Discloser.
10.REPRESENTATIONS AND WARRANTIES

6. 10.1Each Party represents and warrants that:
(it will make no false or misleading representations, warranties or guarantees with respect to the
other Party and all material aspects of the other Party’s business including but not limited to
its products and services;
(b)it has the authority and capacity to enter into this Agreement and it is not subject to any restrictive
covenant or other legal obligation which prohibits it from performing its obligations
hereunder;
(c)it shall perform its obligations under this Agreement in a timely and efficient manner and with
reasonable care and skill; and
(d)it will comply with all applicable laws and regulations and will maintain any permits, licenses and
approvals required to perform its obligations hereunder.
10.2You further represents, warrants and/or covenants that:
(a)all information provided to Alibaba.com during your registration process on the Alibaba.com
Portal and as updated from time to time is and will remain true, complete and accurate.
(b)you have obtained all necessary approvals, authorizations, permits and licenses to operate, and
to publish any and all content on, the Participate Site/Media.
(c)any promotional content that you have created based on the Alibaba.com Content provided by
Alibaba.com does not and will not infringe any third party’s rights, including but not limited to
Intellectual Property Rights.
11.LIMITATIONS, INDEMNITIES AND LIMITATION OF LIABILITY
11.1To the maximum extent permitted by law, the Alibaba.com Portal is provided “as is”, “as available” and
“with all faults”, and Alibaba.com hereby expressly disclaims any and all warranties, express or
implied, including but not limited to, any warranties of condition, quality, durability, performance,
accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties,
representations, conditions and undertakings are hereby excluded.
11.2To the maximum extent permitted by law, Alibaba.com makes no representations or warranties on the
validity, accuracy, correctness, reliability, quality, stability, completeness or currency of any
information provided on or through the Alibaba.com Platforms or Alibaba.com Portal. Alibaba.com
does not represent or warrant that the manufacture, importation, export, distribution, offer, display,
purchase, sale and/or use of products or services offered or displayed on the Alibaba.com Platforms
or Alibaba.com Portal does not violate anythird partyrights; and Alibaba.com makes no
representations or warranties of any kind concerning any product or service offered or displayed on
the Alibaba.com Platforms or Alibaba.com Portal.
11.3Any material downloaded or otherwise obtained through the Alibaba.com Portal is done at your sole
discretion and risk and you are solely responsible for any damage toAlibaba.com’scomputer system
or loss of data that may result from the download of any such material. No advice or information,
whether oral or written, obtained by you through or from Alibaba.com, the Alibaba.com Platforms or
Alibaba.com Portal shall create any warranty not expressly stated herein.
11.4You hereby agree to fully and effectually indemnify and hold Alibaba.com, its affiliates, directors,
officers and employees harmless from and against any and all losses, claims, liabilities which may
arise from your use of the Alibaba.com Portal (including but not limited to the display of any user's
information on the Alibaba.com Portal or Alibaba.com Platforms) or from your breach of any of the
Terms.
11.5You hereby further agree to fully and effectually indemnify and hold Alibaba.com, its affiliates,
directors, officers and employees harmless, from and against any and all losses, damages, claims,
liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a
result of any claims asserted by anythird partyclaimants or other third parties relating to products
displayed on the Alibaba.com Portal. You hereby further agree that Alibaba.com is not responsible
and shall have no liability to you, for any material posted by others, including defamatory, offensive
or illicit material and that the risk of damages from such material rests entirely with you. Alibaba.com
reserves the right to assume the exclusive defense and control of any matter otherwise subject to
indemnification by you, in which event you shall cooperate with Alibaba.com in asserting any
available defenses and indemnify and hold Alibaba.com harmless against the legal fees incurred by
Alibaba.com in that regard.
11.6Alibaba.com shall not be liable for any special, direct, indirect, punitive, incidental or consequential

7. damages or any damages whatsoever (including but not limited to damages for loss of profits or
savings, business interruption, loss of information), whether in contract, negligence, tort, equity or
otherwise or any other damages resulting from any of the following:
(a)the use or inability to use the Alibaba.com Portal by you;
(b)any defect in goods, samples, data, information or services purchased or obtained from you or
any other third party through the Alibaba.com Portal;
(c)the violation of any third party rights by you, or claims against you by any party that they are
entitled to defense or indemnification in relation to assertions of rights, demands or claims by
any third party claimants;
(d)unauthorized access by third parties to your data or private information;
(e)your statements or conducts; or
(f)any matters relating to Services however arising, including negligence.
11.7Notwithstanding any of the foregoing provisions, the aggregate liability of Alibaba.com, its employees,
agents, affiliates, representatives or anyone acting on its behalf with respect to you for all claims
arising from the use of the Alibaba.com Portal during any calendar year shall be limited to
HK$1,000. The preceding sentence shall not preclude the requirement to prove actual damages by
you. All claims arising from the use of the Alibaba.com Portal must be filed within one (1) year from
the date the cause of action arose.
11.8The limitations and exclusions of liability under the Terms shall apply to the maximum extent permitted
by law and shall apply whether or not Alibaba.com has been advised of or should have been aware
of the possibility of any such losses arising.
12.TERM AND TERMINATION
12.1This Agreement shall remain effective unless it is terminated in accordance with the terms of this
Agreement (the “Term”) .
12.2Either Party may terminate this Agreement without cause any time by giving the other Party a prior
written notice of not less than one (1) month.
12.3Either Party may terminate this Agreement with immediate effect on written notice to the other Party if:
(a)the other Party commits a material breach of this Agreement and fails to remedy the breach (if
remediable) within fourteen (14) days of receiving written notice to that effect specifying the
breach and requiring it to be remedied; or
(b)the other Party ceases to conduct its business operations; or
(c)the other Party is unable to pay its debts due and payable; or
(d)the other Party enters into a composition with its creditors or goes into liquidation, or is dissolved,
or adjudged insolvent or is otherwise rendered incapable of performing its obligations under
this Agreement; or
(e)in your case, if you are acquired by, merge with, or become affiliated to a party which
Alibaba.com considers to be a competitor of Alibaba.com, Alibaba.com may serve the
termination notice under this Clause 12.3.
13. SET-OFF
Without prejudice to any other right or remedy, Alibaba.com reserves the right to set off any amount
at any time owing to it by you against any amount payable by it to you under this Agreement.
14.GENERAL
14.1Neither Party shall assign or transfer this Agreement or any rights and obligations hereunder, in whole
or in part, without the other Party’s prior written consent.
14.2The relationship between Alibaba.com and you is that of independent contracting parties. Nothing in
this Agreement shall constitute or be deemed to constitute a relationship of joint venture,
partnership, franchise or similar arrangement between Alibaba.com and you.
14.3If any terms of this Agreement are deemed unlawful, unenforceable or invalid, such terms shall be
performed to the maximum extent permitted by laws, and the remaining terms of this Agreement
shall not be affected and shall continue to have their full legal force.
14.4No waiver of any breach of this Agreement will be effective unless made in writing and signed by an
authorized representative by the waiving Party.
14.5Any provisions of this Agreement relating to intellectual property rights, obligations of confidentiality,

8. obligations to indemnify, or terms by their nature survive the expiration or termination shall survive
the expiration or termination of this Agreement for one (1) year. All obligations and rights of the
parties accrued prior to termination of this Agreement shall survive the termination of this
Agreement.
14.8This Agreement will be governed by and construed in accordance with the laws of Hong Kong Special
Administrative Region of the People’s Republic of China (“Hong Kong”), without regard to or
application of conflicts of law rules or principles. Any dispute, controversy, or claim shall be resolved
through negotiation to the extent possible. In the event the Parties fail to resolve any dispute arising
hereunder through negotiation, each Party shall submit to the exclusive jurisdiction of the courts of
Hong Kong.
14.9Subject to Clause 2.1, this Agreement, together with any Schedule, is the complete and exclusive
agreement between Alibaba.com and you with respect to the subject matter hereof, superseding
any prior agreements and communications (both written and oral) regarding such subject matter
save for fraudulent misrepresentations.
Alibaba.com Affiliate Network Insertion Order
(“Insertion Order”)
(Version 20190617)
This Insertion Order is entered into supplemental to the Alibaba Affiliate Network Program Service Agreement
("Agreement") between fashion luxe ,a company incorporated in pakistan with its principal place of business at
karachi (“Participant”) and Alibaba.com Hong Kong Limited ("Alibaba.com") (as the Agreement may be
amended and updated from time to time). The terms of this Insertion Order shall be effective from 2023-02-09
and shall take precedence over the terms of the previous insertion order which was entered into in respect of the
Agreement. Capitalised words and phrases used in this Insertion Order shall have the meaning given to them in
the Agreement unless otherwise defined in this Insertion Order. The Agreement and this Insertion Order shall be
read and construed as one instrument.
Alibaba.com Information
Company Name: Alibaba.com Hong Kong Limited
Registered Address: 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Billing Address: 26/F, Tower One, Times Square, 1 Matheson Street, Causeway Bay, Hong Kong
Business Contact:
Haiwen Li Phone Number:
Fax Number: Email Address:
haiwen.lhw@alibaba-inc.com
Accounting Contact:
Phone Number: Fax Number:
Email Address:
Campaign Information
Campaign Name:
Alibaba.com
Campaign Type:
CPS
Lead Cap Per
Month:
Open
Launch/ End Dates:
2023-02-09 – 2024-02-10
Promotion Type(s) (Please check all that apply)
Web, Email,Search,Social Network,Contextual, Mobile Web, Mobile Search, Mobile App Display
Landing Page URL
You may obtain the URL information from the Alibaba.com Site or obtain the customized URL produced by the
interface of the Alibaba.com Site.
Action/Conversion Details and Requirements
Alibaba.com may post a data report in XML format on a monthly basis to the server setting out details of
Qualifying Purchases for which Buyers have successfully transacted on the Alibaba.com Site. You may retrieve
the data report and update conversions on your backend. The amount on the invoice issued by you and the
amount payable to you by Alibaba.com should be calculated on the basis of Qualifying Purchases recorded in
the immediate preceding month as set out in the monthly data report posted by Alibaba.com.
For the purposes of this Insertion Order, purchases placed by the Buyer on the Alibaba.com Platforms after 15
days from clicking on youradvertisement of Alibaba.com Content shall not be considered as a Qualifying
Purchase.
The completion of a Qualifying Purchase shall be determined by Alibaba.com in its sole discretion.

9. Alibaba.com will use its reasonable endeavours to provide prior notice of not less thanforty eight(48) hours to
your last known email address if there is any planned change in relation to the campaign details or promotion
plan.
Targeting regions
Worldwide but excludes People’s Republic of China and Nigeria. For the avoidance of doubt, Hong Kong
S.A.R., Macau S.A.R. and Taiwan fall within the targeting regions for the purposes of the Agreement.
Main targeting audience
Manufacturing/factory,trading company, distributor, wholesaler andretailer
Search Restrictions/Extra Placement Criteria
You may not use any terms identical with or similar to any trademarks, registered or unregistered, trade names
and domain names of Alibaba.com, and/or any of their affiliated sites and/or companies in whatever language.
You may not offer any kind of direct or indirect incentives or cash back to any party for any lead or inquiry.
If you edited any approved banners from Alibaba.com or independently designed its own banners, you shall be
solely responsible for any and all losses, damages, claims (including third party claims), costs, expenses and
fees relating thereto.
You are not allowed to set up any PPV mechanisms (i.e. utilization of any traffic from pop-up windows) including
but not limited to slide, footer ad, interstitial, pop under, etc.
Currency and Rate Details
You shall be entitled to a fixed commission rate of 7% of the transaction value (excludes any insurance fees,
delivery fees or other relevant fees and expenses) of each Qualifying Purchase.
Payment Terms
Fees properly accrued under an Insertion Order for a calendar month during the term of the Agreement may be
confirmed by you through the "Withdrawal" section of the Alibaba.com Portal (or its successor site, as the case
may be) between the 25th to 30th day of the following calendar month (PST time) (the "Monthly Payment
Withdrawal Window"). By way of example, Fees properly accrued in April of a calendar year shall be invoiced
between 25th to 30th day of the May in the same calendar year.
It is your sole responsibility and risk to log on and click “confirm” and/or download the requisite receipts within
the Monthly Payment Withdrawal Window. In the event that you fail to confirm the preceding month’s Fees, such
Fees will not be remitted to you until you have made or re-made the confirmation when the Monthly Payment
Withdrawal Window reopens in the following month. No interest shall be accrued with respect to any Fees.In
no event shall Alibaba.com be liable for any direct or indirect loss, loss of profits or loss of deal or any other
consequential loss as a result of the aforementioned.
After termination of this Insertion Order, no commission or fees whatsoever will be payable by Alibaba.com to
you in respect of any leads recorded prior to the termination which has not been successfully completed
according to the Alibaba.com system.
Any modifications or amendments to this Insertion Order must be agreed in writing by Alibaba.com and you.
You shall bear all applicable taxes, charges, levies, costs and expenses in connection with or arising from
receiving fees or any other amounts from Alibaba.com.
Wire Transfer Details
Payee: Rizwana khan Nabi Gul
Account Number: KW51NBOK0000000000002029957822
Bank Name: NBK
Bank Address: Kuwait, kuwait, fahaheel
Routing / Swift Codes: NBOKKWKW
Amendment
Alibaba.com shall provide no less than five (5) days’ notice to you prior to any modifications, changes or
amendments are made to this Insertion Order. For the avoidance of doubt, no modifications, changes or
amendments to this Insertion Order shall be binding on Alibaba.com and you unless agreed in writing by
bothAlibaba.com and you.
Governing law
This Insertion Order will be governed by and construed in accordance with the laws of Hong Kong Special
Administrative Region of the People’s Republic of China (“Hong Kong”), without regard to or application of
conflicts of law rules or principles. Any dispute, controversy, or claim shall be resolved through negotiation
to the extent possible. In the event Alibaba.com and you fail to resolve any dispute arising hereunder
through negotiation, each Party shall submit to the exclusive jurisdiction of the courts of Hong Kong.
Authorization

10. Authorized Representative of
Alibaba.com
Name:
Title:
Signature: