Terms of Service
The Shopee Affiliate Marketing Solutions Program is an additional service on Shopee where Shopee-registered Sellers may engage Shopee’s affiliates to provide marketing solutions. You will be deemed to have consented to the terms and conditions described in these Terms and Conditions by your continued participation in the Program. These Terms and Conditions supplement the Terms of Service and the other Shopee Policies, of which these Terms and Conditions form a part – please read the Terms of Service and the other Shopee Policies available on the Site as they contain important information regarding your rights and obligations. Any terms that are used in these Terms and Conditions that are not defined here will have the meanings given to such terms in the Terms of Service and/or the applicable Shopee Policy. All terms and conditions described in these Terms and Conditions are subject to change at Shopee’s discretion pursuant to the Terms of Service.
1. DEFINITIONS
1.1 “Account Balance” means the accumulated and unpaid Commission Fees due and payable to Affiliate.
1.2 “Affiliate” means a third party that provides services to Sellers under the Program.
1.3 “Affiliate Media” means all advertising media, including but not limited to websites, applications and newsletters, Affiliate networks' sub affiliates, their owned and brokered media registered to the Program by the Affiliate and approved by Shopee.
1.4 “Affiliate Links” means advertising materials made available by Shopee to Affiliate via the Program, including graphics, artwork, text, files, URLs and HTML or JavaScript code.
1.5 “Confirmed Budget” means an estimated value of marketing spend that is set by Participating Seller on the Platform.
1.6 “Completed Purchase” means a completion of an approved sale and/or purchase transaction of a Product between a Buyer and a Participating Seller on the Platform in accordance with Shopee’s Terms of Use which results directly from a Buyer accessing the Platform via Affiliate Links placed on Affiliate Media and such Buyer:
(a) is not a computer generated user, such as a robot, spider, computer script or other automated, artificial or fraudulent method to appear like an individual, real life person;
(b) is not using pre-populated fields;
(c) completes all of the information required for the Completed Purchase within the time period allowed by Shopee, and;
(d) is not later determined by Shopee to be fraudulent, incomplete, unqualified or a duplicate.
1.7 “Net Completed Purchase Value” means the monthly total net value of the Completed Purchases generated through Affiliate Links placed on Affiliate Media, calculated as the total value of Completed Purchases in a calendar month excluding any discounts, shipping fees, voucher fees, and other rebates such as Shopee Coins.
1.8 “Participating Seller” means a seller on the Platform that purchases services from the Affiliate under the Program.
1.9 “Platform” means any platform operated by Shopee, which includes the Shopee mobile applications available on the Apple App Store or Google Play and the Shopee websites.
1.10 “Product” means any item listed or service offered on Platform by Participating Sellers for sale to Buyers.
1.11 “Prohibited Content” means any content or term that:
a) Promotes or is related to illegal activities (illegal drugs, phishing, terrorism, criminal activities, contests, pyramid schemes, or chain letters).
b) Promotes or is related to tobacco, gambling, or weapons.
c) Is related to pornographic or obscene material.
d) Is related to excessively graphic or explicit violence.
e) Is defamatory, inappropriate, or profane. or politically sensitive manner.
f) Is discriminatory or constitutes “hate speech”, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, sexual orientation, or language of such individual or group.
g) Promotes or contains viruses, worms, corrupted files, malware, cracks, or other materials that are intended to or may damage or render inoperable software, hardware, or security measures.
1.12 “Term” has the meaning set forth in Section 7.1.
1.13 “Terms of Use” means the terms of use governing the Platform, including additional guidelines required or updated by Shopee from time to time.
1.14 “Territory” means the territory in which the Shopee entity that is engaging the Affiliate is domiciled.
1.15 “User” means any registered valid user of the Platform, which includes both buyers (“Buyers”) and sellers (“Sellers”) on the Platform.
2. PARTICIPATION REQUIREMENTS
2.1 Registration Information. Participating Seller shall provide any information requested by Shopee and shall ensure such information is true, accurate and complete, for the purpose of registration for the Program. Any false or inaccurate information submitted to Shopee shall be deemed as grounds for termination of Affiliate’s participation in the Program. Shopee may accept or reject Participating Seller’s application at its sole discretion and for any reason.
3. COMMISSION FEE AND PAYMENT TERMS
3.1 Commission Rate. The fees payable by Participating Seller to Shopee in a given month (the “Commission Fee”) shall be calculated in accordance with the rates set by the Participating Seller on the Platform website (such rate, the “Commission Rate”).
3.2 Calculation of Commission Fee. The Commission Fees for a given month shall be calculated to be (a) the Confirmed Budget; or (b) the Net Completed Purchase Value (whichever is lower) multiplied by the Commission Rate. All Commission Fees paid to, and received by, Affiliates are inclusive of all sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes. Shopee shall deduct a service fee (exclusive of Value Added Tax ("VAT") from the Commission Fees in accordance with the rates stated on the Platform website or as separately agreed between Affiliate and Shopee in writing (“Service Fees”).
3.3 Payment of Commission Fees.The Commission Fees shall be paid via (i) automatic deduction by Shopee from Participating Seller’s sales proceeds from the balance amount displayed in the Shopee Seller Balance upon system validation or (ii) manual payment by Participating Seller within 7 days upon receipt of invoice from Shopee via the payment method specified in such invoice if there is insufficient funds displayed in your Shopee Seller Balance. In the event that the Participating Seller fails to pay the Commission Fees within the payment period said above, Shopee may suspend the Participating Seller’s Shopee Seller Balance or take any other action until such time as Participating Seller pays the overdue Commission Fees to Shopee in full. The Commission Fees determined by Shopee shall be deemed final.
3.4 Taxes. Each party shall be responsible for all applicable taxes, duties, fees and other charges (if any) arising out of or associated with these Terms and Conditions ("Taxes"). If applicable law requires any corporate Participating Seller to withhold any Taxes on any of the payments to be made to Shopee, such Participating Seller shall calculate the amounts required to be withheld from any payment (before VAT) collected by Shopee and pay over such withholding tax amount to the relevant Revenue Department in accordance with the applicable laws. The Participating Seller shall provide Shopee with official withholding tax receipts acceptable to Shopee within twenty (20) days from the date of payment of such withholding taxes to the relevant Revenue Department and Shopee shall return the retained amount of withholding taxes to the Participating Seller within thirty (30) days upon the receipt of a valid withholding tax receipts of withholding taxes issued for such the retained amount from the Participating Seller.
4. RESPONSIBILITIES OF PARTICIPATING SELLER
4.1 Business Conduct. Participating Seller may not contractually bind Shopee or make any representations on behalf of Shopee. Participating Seller will not engage in any unconscionable, false, deceptive, misleading, or fraudulent conduct. Participating Seller or Shopee shall have the absolute discretion and authority to make any request for any removal of any content, material, or other media placed or displayed by the Affiliate under its performance of these Terms and Conditions.
5. RESPONSIBILITIES AND RIGHTS OF SHOPEE
5.1 Platform. Shopee will operate and maintain the Platform. No changes relating to the features or functionalities of the Platform will affect the validity and enforceability of these Terms and Conditions.
5.2 Changes to these Terms and Conditions and Terms of Use. Shopee may, at Shopee’s discretion, update, amend, or modify these Terms and Conditions and the Terms of Use. If Shopee updates, amends, or modifies these Terms and Conditions or the Terms of Use of a Platform, Shopee will make reasonable efforts to notify Participating Seller of the updates, amendments, or modifications, including by publishing the modified Terms and Conditions and Terms of Use on the Platform’s website, by email, or by instant message. Participating Seller will check the Platform periodically for such updates and notices. The modified Terms and Conditions and/or Terms of Use take effect on publication. By continuing to use the platform, Participating Seller agrees to be bound by the updated, amended, or modified Terms and Conditions and Terms of Use. If Participating Seller does not agree to be bound by the updated, amended, or modified Terms and Conditions and Terms of Use, the Participating Seller must terminate discontinue its participation in the Program.
6. CONFIDENTIAL INFORMATION
6.1 “Confidential Information” means all information that is confidential in nature including, but not limited to: (a) any proprietary information of a party to these Terms and Conditions disclosed by one party to the other that is in written, graphic, machine readable, or other tangible form and is marked “Confidential” or “Proprietary” or in some other manner to indicate its confidential nature; (b) the Shopee materials and all other non-public marketing or technical information, even if not marked as confidential; (c) all information collected or developed by Shopee regarding its Users; and (d) any data (including content data and content insights) shared by Shopee and/or its partners (including Meta) in connection with Shopee programs. Confidential Information also includes oral disclosures if that information would reasonably be understood to be confidential from the context of disclosure.
6.2 Exceptions. Confidential Information will not include any information that: (a) was publicly known and made generally available before the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the lawful possession of the receiving party at the time of disclosure; (d) is obtained by the receiving party from a third party without a breach of that third party’s obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information; or (f) is disclosed by the receiving party pursuant to the disclosing party’s prior written approval.
6.3 Non-Use and Non-Disclosure. Each party will: (a) treat as confidential all Confidential Information of the other party and use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information, but in no circumstances less than reasonable care; (b) not disclose that Confidential Information to any third party, except on a “need to know” basis to third parties that have signed a non-disclosure agreement containing provisions substantially as protective as the terms of this Section to effect the terms of these Terms and Conditions and/or in accordance with the applicable Shopee Policy, and such party has obtained the written consent to that disclosure from the party that provided the Confidential Information; and (c) not use that Confidential Information except in connection with performing its obligations or exercising its rights under these Terms and Conditions, in accordance with the applicable Shopee Policy and/or as expressly authorised in writing by the other party. Each party is permitted to disclose the other party’s Confidential Information if required by law so long as the other party is given prompt written notice of that requirement before disclosure and assistance in obtaining an order protecting that information from public disclosure. However, Participating Seller shall not issue any press release or otherwise make any public statements or disclosures (including to the internet press, e.g. any blogs) unless approved by Shopee.
7. TERM AND TERMINATION
7.1 Term. These Terms and Conditions takes effect on the date when Participating Seller’s accesses the Affiliate Program and continues to be in effect until terminated in accordance with Section 7.2 or 7.3 (the “Term”).
7.2 Termination by Shopee. Shopee may unilaterally terminate Participating Seller’s participation in the Program at its sole discretion and for any reason which Shopee deems appropriate with seven (7) days’ prior notice and disabling the campaigns setup. Shopee may terminate Participating Seller’s participation in the Program immediately and without any prior notice if Participating Seller breaches its obligations under these Terms and Conditions.
7.3 Termination for Cause. These Terms and Conditions will terminate immediately upon:
(a) either party’s dissolution or ceasing to do business, or the institution by or against either party of insolvency, receivership, or bankruptcy proceedings or any other proceedings for the settlement of either party’s debts; or
(b) the occurrence of an event of Force Majeure (as defined in Section 11.4) that continues for more than 30 days.
7.4 Survival. The following provisions will survive the termination or expiration of Participating Seller’s participation in the Program: Sections 1, 3, 6, 7, 9, 10, 11 and any other provisions that, by their nature, are intended to survive. All liabilities that accrued before the termination or expiration will survive the termination or expiration of Participating Seller’s participation in the Program.
8. REPRESENTATIONS AND WARRANTIES
8.1 Mutual Representations and Warranties. Each party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing in the jurisdiction it is formed;
(b) its acceptance of these Terms and Conditions has been duly and validly authorized;
(c) these Terms and Conditions constitutes a valid, binding, and enforceable obligation upon its acceptance; and
(d) it will comply with all applicable laws in performing under these Terms and Conditions.
8.2 Representations and Warranties by Affiliate. Participating Seller represents and warrants that
(a) the acceptance and performance of these Terms and Conditions will not be in conflict with or constitute a default under the terms of any agreement, instrument, judgment, decree, or any order, statute, rule, or governmental regulation applicable to Participating Seller; and
(b) all information provided by Participating Seller to Shopee is complete, true, accurate and current, and that Participating Seller has the right to conduct its business, including offering its products or services.
9. INDEMNIFICATION
9.1 Indemnification by Participating Seller. Participating Seller will indemnify, defend, and hold harmless Shopee and its affiliates and their directors, officers, and employees from and against all claims, actions, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (a) any breach by Participating Seller of these Terms and Conditions; (b) any failure of Participating Seller to perform its obligations under these Terms and Conditions in compliance with all applicable laws; or (c) Participating Seller’s fraud, negligence or willful misconduct.
9.2 Procedure. Shopee will promptly notify Participating Seller of any claim that is subject to Section 9.1, and will permit Participating Seller to assume and control the defense of that claim. Shopee will, however, have the right to employ separate counsel and participate in the defense of claims at Participating Seller’s sole cost. Participating Seller will have the sole authority to defend, compromise, settle, or otherwise dispose of a claim, but it will not agree to any disposition or settlement of a claim that admits liability or imposes duties of performance or payment on Shopee without Shopee’s prior written consent. If the parties agree to settle a claim, Participating Seller will not publicize the settlement without first obtaining Shopee’s written permission.
10. LIMITATION OF LIABILITY
10.1 Disclaimer of Warranties. ALL MATERIALS AND AFFILIATE LINKS ARE PROVIDED “AS IS.” PARTICIPATING SELLER ACKNOWLEDGES AND AGREES THAT SHOPEE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE. SHOPEE DOES NOT WARRANT THAT THE SHOPEE MATERIALS OR AFFILIATE LINKS PROVIDED WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE SAME AVAILABLE ARE FREE OF VIRUSES, CLOCKS, TIMERS, COUNTERS, WORMS, SOFTWARE LOCKS, DROP DEAD DEVICES, TROJAN-HORSES, ROUTINGS, TRAP DOORS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
10.2 Disclaimer of Consequential Damages. SHOPEE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO PARTICIPATING SELLER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THESE TERMS AND CONDITIONS, INCLUDING LOST PROFITS OR LOSS OF BUSINESS.
10.3 Cap on Liability. UNDER NO CIRCUMSTANCES WILL SHOPEE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS (INCLUDING WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY PARTICIPATING SELLER TO SHOPEE UNDER THESE TERMS AND CONDITIONS FOR THE 6-MONTH PERIOD PRECEDING THAT CLAIM.
10.4 Independent Allocations of Risk. EACH PROVISION OF THESE TERMS AND CONDITIONS THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS AND CONDITIONS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS AND CONDITIONS, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.
11. MISCELLANEOUS
11.1 Subcontractors. Shopee may exercise its rights under these Terms and Conditions via its affiliates and subcontractors. Shopee will be responsible for the compliance of those affiliates and subcontractors with the terms of these Terms and Conditions.
11.2 Independent Contractor. These Terms and Conditions will not be construed as creating a partnership, joint venture, or agency relationship or as granting a franchise. The parties are independent contractors in the performance of these Terms and Conditions. Neither party is authorized to bind the other party to any liability or obligation or to represent that it has any authority to do so.
11.3 Press Release. Except as expressly set forth in these Terms and Conditions or as required by the laws of any jurisdiction, neither party will make any public announcement or press release regarding the cooperation contemplated by these Terms and Conditions without the prior consent of the other party. Any party required by law to make a public announcement regarding any matter related to the cooperation contemplated by these Terms and Conditions will solicit from and consider in good faith the other party’s feedback on the content of that public announcement.
11.4 Force Majeure. Neither party will be liable to the other party for any failure or delay in fulfilling an obligation (other than the financial obligations) under these Terms and Conditions if that failure or delay is attributable to circumstances beyond its control, including any fire, power failure, labor dispute, war, civil dispute, or government action (including any new law or regulation) or inaction (“Force Majeure”). The deadline for fulfilling the obligation in question will be extended for a period equal to that of the continuance of the Force Majeure event.
11.5 Governing Law and Resolution of Disputes. These Terms and Conditions shall be governed by and construed under the laws of Singapore. In the event of any dispute, controversy, claim or difference of any kind whatsoever arising between the parties in connection with these Terms and Conditions, including the breach, termination or validity of these Terms and Conditions, or in connection with the determination of any matters which are subject to objective determination pursuant to these Terms and Conditions (“Dispute”), which Dispute has been subject of a written notice by one party to the other (“Dispute Notice”), the parties shall attempt, for a period of thirty (30) days after the receipt by one (1) party of a Dispute Notice from the other party of the existence of a Dispute, to settle such Dispute in the first instance by mutual discussions between the senior management of each of the parties. If the Dispute cannot be settled by mutual discussions within the thirty (30) day period, it shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. There will be three (3) arbitrators and the language of the arbitration shall be English.11.6 Notices. All notices under the terms of these Terms and Conditions will be deemed given as of the day they are received either by overnight courier, email, postage prepaid certified or registered mail, or facsimile, and addressed either to Shopee or Participating Seller at their respective addresses.
11.6 Notices. All notices under the terms of these Terms and Conditions will be deemed given as of the day they are received either by overnight courier, email, postage prepaid certified or registered mail, or facsimile, and addressed either to Shopee or Participating Seller at their respective addresses.
11.7 Assignment. Participating Seller may not voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under these Terms and Conditions (in whole or in part), including by direct or indirect change of control, merger (whether or not Affiliate is the surviving entity), or operation of law, without Shopee’s prior written consent, which Shopee may withhold in its sole and absolute discretion. Any direct or indirect change of control of equity ownership or management or control of Participating Seller, whether or not Participating Seller survives as an entity, will be deemed an assignment and delegation of these Terms and Conditions that requires Shopee’s prior written consent. An assignment by Participating Seller will not relieve Participating Seller of its obligations under these Terms and Conditions unless Shopee expressly states otherwise in its written consent. Shopee will not release Participating Seller of its liability under these Terms and Conditions unless Shopee expressly states otherwise in its written consent. Shopee may voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under these Terms and Conditions (in whole or in part) without Participating Seller‘s consent. Any purported assignment or delegation in violation of this Section 11.7 will be null and void. Subject to this Section 11.7, these Terms and Conditions will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns.
11.8 Waiver. Any waiver of the provisions of these Terms and Conditions or of a party’s rights or remedies under these Terms and Conditions must be in writing provided in accordance with Section 11.6 to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms and Conditions or its rights or remedies at any time will not be construed as a waiver of the party’s rights under these Terms and Conditions and will not in any way affect the validity of the whole or any part of these Terms and Conditions or prejudice the party’s right to take subsequent action. Exercise or enforcement by either party of any right or remedy under these Terms and Conditions will not preclude the enforcement by the party of any other right or remedy under these Terms and Conditions or that the party is entitled by law to enforce.
11.9 Severability. If any term, condition, or provision in these Terms and Conditions is found to be invalid, unlawful, or unenforceable to any extent, the parties will endeavor in good faith to agree to amendments that will preserve, as far as possible, the intentions expressed in these Terms and Conditions. If the parties fail to agree on an amendment, the invalid term, condition, or provision will be severed from the remaining terms, conditions, and provisions of these Terms and Conditions, which will continue to be valid and enforceable to the fullest extent permitted by law, and the tribunal will preserve, as far as possible, the original intention of the parties with respect to the severed term, condition, or provision.
11.10 Remedies Cumulative. No single or partial exercise of any right or remedy will preclude any other or further exercise of any other right or remedy. Rights and remedies provided in these Terms and Conditions are cumulative and not exclusive of any right or remedy provided at law or in equity.
11.11 Confidentiality of Agreement. Participating Seller will not disclose any terms of these Terms and Conditions to any third party without Shopee’s prior written consent, except as required by applicable law.
11.12 Counterparts. These Terms and Conditions may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same agreement.
11.13 Language. If these Terms and Conditions are executed in more than one language, then only the English version is binding on the parties.
11.14 Headings. Headings are used in these Terms and Conditions for reference only and will not be considered when interpreting these Terms and Conditions.
11.15 Integration. These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter of these Terms and Conditions and supersede all previous communications, representations, understandings, and agreements, either oral or written, between the parties with respect to that subject matter. No terms, provisions, or conditions of any purchase order, acknowledgement, or other business form that either party may use in connection with the transactions contemplated by these Terms and Conditions will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, these Terms and Conditions, regardless of any failure of a receiving party to object to these terms, provisions, or conditions.
Last updated: 1 September 2025