(the “Program”)

Terms and Conditions

Shopee Affiliate Program is a service on Shopee where, amongst other things, (i) registered persons (“Affiliates”) may earn certain fees and/or commissions for completed transactions on Shopee using referral links, and (ii) registered multi-channel networks (“MCNs”) may earn certain fees and/or commissions for collaborating with Affiliates and Participating Sellers. If you are an Affiliate or MCN, you will be deemed to have consented to the terms and conditions described in these Program Terms and Conditions when you sign up to participate in the Program and/or when you continue to use the Site.

These Program Terms and Conditions supplement the Terms of Service and the other Shopee Policies, of which these Program Terms and Conditions forms 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 Program 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 Program 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 account maintained by Shopee where payments of accumulated and unpaid Commission Fees, Post Fees or other amounts due and payable to Affiliate or MCN (as the case may be) under the Program will be made. 

1.2 “Affiliate Media” means all advertising media (including but not limited to websites, applications and newsletters (including content published through Shopee Video and/or Shopee Live), social media pages, Affiliate networks' sub affiliates, and their owned and brokered media) registered to the Program by the Affiliate that provide services to Participating Seller under the Program.

1.3 “Affiliate Links” means advertising materials with the relevant unique referral links to a Participating Seller's Product, made available by Shopee to Affiliate or MCN (as the case may be) via the Program, including graphics, artwork, text, files, URLs and HTML or Javascript code.

1.4 “Completed Purchase” means a fully completed verified sale and purchase transaction of a Product between a Buyer and a Seller on the Platform in accordance with Shopee’s policies 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.

1.4A "Commission Fees" means the Shopee Commission Fees, Seller Commission Fees and MCN Model Seller Commission Fees. 

1.5A "Net Completed Purchase Value" means the total value of a Completed Purchase less any discounts, shipping fees, voucher fees, and other rebates such as Shopee Coins.

1.5 “Participating Seller” means a seller that has ordered Affiliate Services.

1.6 “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.

1.7 “Product” means any item listed or service offered on Platform by Sellers for sale to Buyers

1.7A "Program Platform" means any platform(s) operated by Shopee which Affiliates, MCNs and/or 

      Participating Sellers may use to participate in the Program. 

1.8  “Prohibited Content” means any content or term that, in Shopee's opinion:

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, profane or otherwise inappropriate and/or objectionable for whatever reason.

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.

1.9 “Term” has the meaning set forth in Section 9.1.

1.10 “Terms of Service” means the Terms of Service governing the Platform, including additional guidelines required or updated by Shopee from time to time.

1.11  “Territory” means the territory in which the Shopee entity that is engaging the Affiliate is domiciled.

1.12 “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. Any person applying to be an Affiliate or MCN (as the case may be) 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 this Agreement. Shopee may accept or reject the applicant's application at its sole discretion and for any reason.

2.2 Limited License. If Affiliate is accepted into the Program, Shopee grants to Affiliate for the duration of this Agreement a non-exclusive, non-transferrable and revocable right to display the Affiliate Links on its Affiliate Media at its own cost, for the sole purposes of Affiliate’s participation in the Program. Affiliate shall not, without the prior written consent of Shopee, alter or modify or create derivative works of the Affiliate Links or any of Shopee’s intellectual property. Except as expressly set forth in this Agreement, nothing in this Agreement is intended to grant Affiliate any rights to use any of Shopee’s intellectual property.

2.3 Eligibility. Affiliate Media must be publicly available via the information provided in Affiliate’s application to join the Program. Affiliate shall not be eligible to participate, and Shopee may terminate Affiliate’s participation, in the Program if its Affiliate Media contains any of the Prohibited Content or other content that Shopee deems inappropriate. 

(a) Affiliate Media may include social media and websites (including, but not limited to, website/blog domain, Facebook, Pinterest and Twitter) upon approval by Shopee (“Approved Social Media”).  Approved Social Media must (i) not contain the trademarks, names or logos of Shopee, or display misleading content, and (ii) if through Facebook, be displayed through a “fan page” only and not through a “personal page” in accordance with Facebook’s user policies.

(b) (with effect on and from 16 January 2023) Affiliates who are employees or interns of Shopee or any of its affiliates and/or subsidiaries (“Restricted Person”) shall not be eligible to receive any Commission Fee under the Program.

2.4 Affiliate Services. Through the Shopee Affiliate Marketing Solutions Program (“Program”), Participating Sellers may commission services from Affiliates (“Affiliate Services”) on and through the Program Platform under the following models: 

(i) indirectly through the MCNs ("MCN Model Affiliate Services"); or 

(ii) directly from the Affiliates via (a) pay-per-sale ("PPS Affiliate Services"); and (b) pay-per-post ("PPP Affiliate Services"). 

2A. MCN MODEL

2A.1 Registered MCNs may use the Program Platform to: 

(a) enter into partnerships with one or more Affiliates ("MCN-linked Affiliate"), whereby the MCN-linked Affiliate shall be entitled to receive an agreed percentage of the MCN Model Seller Commission Fees ("MCN-Affiliate Split"); and 

(b) create campaigns for Participating Sellers to register Products ("MCN Campaign Products"), whereby (i) such MCN Campaign Product shall be assigned an Affiliate Link for use by the MCN's MCN-linked Affiliate(s) ("MCN Model Link"), and (ii) Participating Seller shall pay the MCN Model Seller Commission Fees for each Completed Purchase using an MCN Model Link.

2A.2 The procedure for MCNs entering into partnerships with Affiliates is as follows (subject to amendments by Shopee from time to time):

(a) MCNs may use the Program Platform to invite any Affiliate (who is not an existing MCN- linked Affiliate) to enter into a partnership. Such invitation shall include the proposed partnership period (“Partnership Period”), proposed MCN-Affiliate Split and such other information as may be prescribed on the Program Platform from time to time.

(b) Affiliates who receive an invitation from an MCN shall review the invitation and may accept or reject the invitation via the Program Platform within a prescribed period (failing which the invitation shall be deemed to be rejected). 

(c)  Upon acceptance of an invitation, Affiliate shall be deemed to be an MCN-linked Affiliate for the relevant MCN partner for the agreed Partnership Period. During the agreed Partnership Period, Affiliate shall not enter into any partnership with any other MCN. 

(d) During the Partnership Period, 

(i) MCN may (i) propose a new MCN-Affiliate Split, subject to MCN-linked Affiliate’s approval, (ii) (if the Partnership Period is expiring in 15 or fewer days) extend the Partnership Period, subject to MCN-linked Affiliate’s approval, or (iii) terminate the Partnership Period immediately without MCN-linked Affiliate’s approval; and 

(ii) MCN-linked Affiliate may request to terminate the Partnership Period, following which MCN shall have 7 days to accept or reject such request (failing which the request shall be deemed to have been accepted). 

(e) For the avoidance of doubt, Shopee is not a party to the partnership between MCN and MCN-linked Affiliate, and accepts no obligations and/or liability in connection therewith (including any obligation to resolve any dispute or issues arising between MCN and MCN-linked Affiliate) unless specified otherwise in these Program Terms and Conditions. Each MCN and MCN-linked Affiliate hereby agrees to indemnify and hold harmless Shopee against any and all losses, damages, claims and/or liabilities as may be incurred by Shopee in connection with the partnership between MCN and MCN-linked Affiliate. 

2A.3 The procedure for MCNs to create campaigns for the registration of MCN Campaign Products is as follows (subject to amendments by Shopee from time to time):

(a) MCNs may use the Program Platform to create campaigns (subject to prevailing limits on number of live campaigns) for Participating Sellers to register MCN Campaign Products ("MCN Campaign"). In creating an MCN Campaign, the MCN shall propose the campaign period, registration period, targeted Participating Sellers (if applicable), targeted Product categories (if applicable), preferred commission rate, contact information and such other information as may be prescribed on the Program Platform from time to time. 

(b) During the registration period of any MCN Campaign, Participating Sellers may apply to register Products (up to such limit as may be prescribed on the Program Platform from time to time) for such MCN Campaign. Each such application shall set out the (i) offered percentage share of the Net Completed Purchase Value that shall be payable as commission in respect for any Completed Purchases of MCN Campaign Products (“MCN Model Seller Commission Rate”), (ii) applicable promotion period which may be a subset of the overall MCN Campaign period (“Promotion Period”), and (iii) such other information as may be prescribed on the Program Platform from time to time. 

(c) Upon receipt of an application by Participating Seller, the MCN shall review the application and may accept or reject the application via the Program Platform, subject to such maximum number of accepted Participating Sellers per MCN Campaign as may be prescribed on the Program Platform,  from time to time. 

(d) The Program Platform shall generate MCN Model Links for each .successfully registered MCN Campaign Product, which may be used by the MCN’s MCN-linked Affiliates on their Affiliate Media during the agreed Promotion Period in accordance with these Program Terms and Conditions. 

2A.4 The “MCN Model Seller Commission Fee” for MCN Model Affiliate Services for each Completed Purchase shall be calculated by multiplying the agreed MCN Model Seller Commission Rate by the Net Completed Purchase Value of the MCN Campaign Product.  

(a) All MCN Model Seller Commission Fees paid to, and received by, MCN-linked Affiliates are exclusive of all sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes, which Shopee will charge in addition to the MCN Model Seller Commission Fee. 

(b) The MCN Model Seller Commission Fee determined by Shopee shall be conclusive, final and binding on MCN-linked Affiliates. The MCN Model Seller Commission Fee shall be deducted from the Buyer’s Purchase Monies of the relevant MCN Campaign Product and distributed to the Account Balances of the MCN and MCN-linked Affiliate based on the agreed MCN-Affiliate Split and in accordance with the timelines in Section 7. 

3. PPS AFFILIATE SERVICES

3.1 The following provisions apply to PPS Affiliate Services.

3.2 Participating Seller shall specify the relevant details in respect of the PPS Affiliate Services to be provided as set out on the Program Platform, including the applicable fees that shall be payable to an Affiliate for each Completed Purchase of a particular Product (“Seller Commission Rate”). For the avoidance of doubt, the Seller Commission Rate offered by a Participating Seller may differ between different Products, Product categories and/or Affiliates.

3.3 The “Seller Commission Fee” for PPS Affiliate Services for each Completed Purchase shall be calculated by multiplying the Seller Commission Rate by the Net Completed Purchase Value. All Seller Commission Fees paid to, and received by, Affiliates are exclusive of all sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes, which Shopee will charge in addition to the Commission Fee. The Seller Commission Fee determined by Shopee shall be conclusive, final and binding on Affiliate. The Seller Commission Fee shall be deducted from the Buyer's Purchase Monies of the relevant Product and distributed to the Account Balance of the Affiliate in accordance with the timelines in Section 7. 

3.4 Shopee may charge a service fee (exclusive of Goods and Services Tax (""GST"") from the Seller Commission Fee in accordance with the rates stated on the Program Platform website or as separately agreed between Affiliate and Shopee in writing (“Service Fees”).

3.5 Where agreed between Participating Seller and the Affiliate, Participating Seller may provide a sample of the relevant Product (“Product Sample”) free of charge to the Affiliate within the timelines set out on the Program Platform. Affiliate acknowledges that deadlines shall apply with respect to accepting and confirming receipt of Product Samples, failing which the project may be cancelled without payment to Affiliate.

3.6 Each party will pay all taxes that it owes under these Terms and Conditions.

4. PPP AFFILIATE SERVICES

4.1 The following provisions apply to PPP Affiliate Services.

4.2.    Affiliates may be eligible to participate in PPP Affiliate Services on an invitation basis only. Shopee reserves the right to select Affiliates to participate in PPP Affiliate Services and to suspend or terminate such participation at its sole discretion.

4.3 Participating Seller may initiate conversations on the Program Platform with potential Affiliates and agree on the Affiliate Services to be provided, the applicable fees payable for each post of Affiliate Media made by an Affiliate (the “Post Fee”) and the relevant date of posting.

4.4.    Upon agreement between Participating Seller and Affiliate, a binding order will be formed (a “PPP Project”). In respect of each PPP Project, Participating Seller shall provide a Product Sample free of charge to the Affiliate within the timelines set out on the Program Platform. Affiliate acknowledges and agrees that:

(a)    Participating Seller shall be responsible for shipping and other fees, and shall ensure that the Product Sample is the same as the actual product (including, but not limited to, quality and appearance). Shopee shall not be responsible for any issues arising from the Product Sample;

(b)    the Product Sample shall be retained by Affiliate, even in the event that the relevant PPP Project is cancelled or otherwise terminated prior to completion of the Affiliate Services; and

(c)    failure to carry out the above steps may lead to the PPP Project being automatically cancelled.

4.5 Affiliate acknowledges that deadlines shall apply with respect to accepting and confirming receipt of Product Samples, and posting and completion of each PPP Project, failing which the PPP Project may be cancelled without payment to Affiliate.

4.6.    Participating Seller shall make payment of the applicable Post Fee to Shopee within the timelines stipulated on the Program Platform. All Post Fees paid to, and received by, Affiliates are exclusive of all sales, service, use, consumption, value-added, goods-and-services, business and any similar taxes.

4.7.    Shopee may charge a service fee (exclusive of Goods and Services Tax ("GST") from the Post Fee in accordance with the rates stated on the Platform website or as separately agreed between Affiliate and Shopee in writing (“Service Fees”).

4.8.    Affiliate’s commencement of the Affiliate Services, being conditional on Shopee’s due receipt of the Post Fee.

4.9.    Affiliate shall: (a) be responsible for preparing and submitting the Affiliate Services content; and (b) shall obtain confirmation from the Participating Seller before publishing the Affiliate Services content within the timeframe agreed with Participating Seller, failing which the PPP Project may be cancelled without payment to Affiliate. Upon confirmation of the Affiliate Services by Participating Seller, Shopee shall release the Post Fees to the Affiliate.

4.10.    Affiliate acknowledges and agrees that:

(a)    cancellation of a PPP Project (other than system auto-cancellation) requires mutual consent of Participating Seller and the relevant Affiliate;

(b)    Affiliate’s failure to comply with the applicable timelines set out on the Program Platform may lead to automatic termination of the PPP Project; and

(c)    any disputes in connection with PPP (including, but not limited to, payment of the Post Fees and performance of the Affiliate Services) shall be raised to and resolved by Shopee, with Shopee having sole discretion to determine the outcome (including but issuing partial refunds / payments of the Post Fees). Affiliate shall provide all information and documents, as well as assistance, required by Shopee in connection with disputes.

4A. SHOPEE COMMISSION

4A.1 Shopee may offer an Affiliate or MCN who is providing Affiliate Services such additional commission fee as may be specified by Shopee on the Program Platform from time to time (and subject to such terms and conditions as may be specified) ("Shopee Commission Fee").

4A.2 Such Shopee Commission Fee shall be calculated in accordance with the method specified by Shopee on the Program Platform (which may include any calculation based on a specified percentage rate of the Net Completed Purchase Value applicable to any Completed Purchase attributable to a particular Affiliate Link). For the avoidance of doubt, Shopee shall have sole and absolute discretion to set the Shopee Commission Fees (including setting different Shopee Commission Fees in relation to different Products, Product Categories, Affiliates, MCNs, and/or Buyers). 

5. PAYMENT TERMS

5.1 Payout.

(a) All fees payable to an Affiliate or MCN (as the case may be) ("Payee") shall be added to the Payee’s Account Balance on a weekly basis.

(b) Shopee may deduct any fees added to a Payee’s Account Balance in the event that Shopee determines at its sole discretion that the Affiliate is a Restricted Person.

5.2 Payment. Pursuant to Section 5.1, Payee shall validate the accumulated and unpaid amounts as specified in the Account Balance, and issue an invoice for such amounts in accordance with the timelines and procedures specified by Shopee from time to time. Shopee shall validate and approve fees payable and shall pay the Payee within thirty (30) days of receipt of the Payee's invoice. The fees determined by Shopee shall be deemed final.

5.3 Taxes. If Payee is domiciled outside of the Territory, Payee shall perform the services entirely outside the Territory at all times. Notwithstanding any other clauses under this Agreement, Payee agrees that the payments to be made to Shopee hereunder shall be free of all withholding and if any such withholding is required, Payee shall pay an additional amount such that after deduction of all amounts required to be withheld, the net amount of the payment will equal, on an after tax basis, the amount of payment that would be due absent such withholding to Shopee. Payee shall provide Shopee with official withholding tax receipts and other evidence of payment of such remittance acceptable to Shopee upon written request. To the extent that Shopee has an obligation under applicable law to withhold any taxes on any of the payments to be made to Payee hereunder, Shopee shall withhold such amounts and pay over to the relevant tax authorities in accordance with the applicable laws. Shopee shall provide Payee with documentary evidence of such remittance acceptable to Payee, and such assistance as Payee requests, to allow Payee to claim a credit for any such taxes withheld. To the extent that amounts are so withheld and deducted, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to such body in respect of which such deduction and withholding was made and Shopee shall have no further obligation to pay the equivalent of such withheld amounts, or any part thereof, to Payee.

5.4 Chargebacks. Shopee shall not make commission payouts on, and reserves the right (at its sole and absolute discretion) to set-off or initiate chargebacks on transactions that were previously paid out (including to require Payee to transfer to Shopee any amounts that were previously paid out). Such transactions include but are not limited to:

(a) transactions that do not meet the requirements to be a Completed Purchase;

(b) fraudulent transactions identified manually or by means of a fraudulent order checking process by Shopee;

(c) transactions performed through collusion where the Payee is connected to the Seller or where Payee has purchased Products through the Affiliate Links;

(d) cancelled, incomplete, returned or refunded transactions;

(e) transactions made with the intention of reselling the purchased Products;

(f) transactions performed through Affiliate Links placed on Affiliate Media which contains any Prohibited Content; and

(g) transactions involving any Restricted Person.

5.5 Invoicing of Commission Fee. To the extent that Payee is required to register for GST and charges GST on the services supplied based on the prevailing tax laws, Payee must provide Shopee with a valid tax invoice detailing the services supplied, the commission fees and the GST component. Payee warrants that it is registered for GST purposes at each time a taxable supply is made and indemnifies Shopee for any loss it suffers as a result of Payee not being registered for GST purposes. On request by Shopee, Payee must produce evidence that it is so registered.

6.  RESPONSIBILITIES OF AFFILIATE / MCN

6.1 Business Conduct. Affiliate and MCN may not contractually bind Shopee or make any representations on behalf of Shopee. Affiliate and MCN will not engage in any unconscionable, false, deceptive, misleading, or fraudulent conduct. Affiliate  and MCN will not advertise substances, services, products, or materials that violate applicable laws. 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 and/or MCN under its performance of this Agreement and Affiliate and MCN shall act upon Shopee’s request immediately. 

6.2 Content.

(a)    Content produced by Affiliates is owned exclusively by the Affiliates. Affiliate hereby grants Shopee and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works of, publicly display, and publicly perform such content on, through or in connection with the Shopee platform or the Program, in any media formats and through any media channels, including, without limitation, for promoting the Program without need of attribution and Affiliate agrees to waive any moral rights (and any similar rights in any part of the world) in that respect.

(b)    Any Content created for Participating Seller or on its behalf or offered to it must not include any material that is owned, trademarked, copyrighted, protected by trade secret, or proprietary to any third party (this includes using another person’s image or likeness) unless you or the Participating Seller has obtained the necessary rights and consents for the use of such content;

(c)    Affiliate shall abide by requirements imposed by the Singapore Code of Advertising Practice (“SCAP”) and/or any other applicable rules or regulations. If Shopee becomes aware of advertising or other campaigns facilitated through the Program Platform or Platform that do not comply with the SCAP and/or any other such applicable rules or regulations, Shopee shall have the right (exercise at its sole discretion) to require the applicable Affiliate(s) to suspend provision of the Affiliate Services;

(d) In relation to PPP Projects only, content must remain publicly accessible on the Affiliate Media and for the period of time agreed with Participating Seller; and

(e) Content must not contain any links that lead to e-commerce platforms other than Shopee

6.3 Compliance with Laws and Terms of Use.  Affiliate will ensure that the Affiliate Media and the placement of Affiliate Links complies with all applicable laws in jurisdictions in which Affiliate is located or provides goods and services, the Terms of Service, and other existing criteria or specifications required by Shopee (including content limitations, technical specifications, privacy requirements, user experience requirements, and requirements regarding Shopee’s public image).

6.4 Prohibited Actions.  Affiliate and MCN will not, and will not allow any third party to do the following:

(a) use advertising e-mails to promote Shopee without Shopee’s prior written consent;

(b) use robots or other automated query tools, computer generated search requests;

(c) fraudulent use of search engine optimization services to generate or conceal impressions, inquiries, clicks, or conversions that are fraudulent or invalid;

(d) drive or utilize any SEM keywords and other keyword-based advertising traffic using the Shopee brand or private labels to Shopee’s Platform (in other words, "Shopee" and other similar words which could be misleading as Shopee must be entered as a negative keyword) without Shopee’s prior written consent;

(e) use any automated means or form of scraping, or other data extraction methods to access, query, collect, or use Shopee intellectual property, including logo, key visuals, creative materials and other Confidential Information from the Platform or otherwise;

(f) apply Affiliate Links on Affiliate Media that contains Prohibited Content, or in torrent or streaming sites;

(g) apply Affiliate Links or advertise Affiliate Media through any of Shopee’s social media channels or the social media channels of any Shopee’s Sellers/other affiliates to hijack traffic; 

(h) (where Affiliate is an affiliate network) re-brokering to another affiliate network as their sub-affiliate;

(i) incorporate any lottery or lucky draw in the Affiliate Media;

(j) post random and/or irrelevant content that does not promote the items/shops (including, but not limited to, fake promotions, entertainment news, and clickbait product reviews);

(k) dumping Affiliate Links without content or sending duplicate content to the same audience;

(l) providing social media channels of other Affiliates without consent to meet registration criteria;

(m) running clickbait and/or social media ads with the intention to improperly gain clicks and traffic;

(n) steal other Affiliate publishers' content and publish it as their own without asking for consent, and/or  giving credit; or

(o) use any form of advertisement that impersonates Shopee.

6.5 Cookies. The Affiliate shall warrant that it will set cookies only if the Affiliate Links are visible on Affiliate Media and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, advertisements which automatically redirect the user to the Platform without the user’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading clicks, shall not be permitted and are strictly prohibited. Advertisements that result in forced installations (which includes initiating downloads/redirects without a user’s permission) of the Shopee application are strictly prohibited.

7. RESPONSIBILITIES AND RIGHTS OF SHOPEE

7.1 Platform.  Shopee will operate and maintain the Program Platform.  No changes relating to the features or functionalities of the Program Platform will affect the validity and enforceability of this Agreement.

7.1A Performance Data. From time to time, Shopee may, but shall not be obliged to, share performance data, analytics and/or other information with MCNs, Affiliates and/or Participating Sellers from time to time relating to any MCN Campaign, Affiliate Services and/or the Program. Each MCN and Affiliate acknowledges and agrees that such information is provided solely for the purposes of improving such recipient’s performance under the Program, and shall constitute Confidential Information under these Program Terms and Conditions. 

7.2 Right to Cancel, Reject, or Remove.  Shopee reserves the right to review any Affiliate Media and any related documentation submitted by Affiliate. If, in Shopee’s sole judgment: (a) any Affiliate or Affiliate Media violates the Terms of Service; (b) Affiliate violates or encourages violation of any applicable laws; (c) Affiliate breaches its obligations under this Agreement; (d) Shopee believes that any Affiliate Media may subject Shopee to criminal, civil, or administrative liability; or (e) any Affiliate Media constitutes or contains Prohibited Content, Shopee may take one or more of the following measures:

a) request that the Affiliate Links and/or Affiliate Media be removed or taken down immediately;

b) require Affiliate to cure its violation, non-compliance, or breach within a specified period of time;

c) for each violation, impose a fine or Chargeback on Affiliate as liquidated damage, which fine or Chargeback will not relieve Affiliate from its liabilities if Shopee’s losses exceed such amount; or

d) terminate this Agreement.

7.3 Changes to these Terms and Conditions and Terms of Use.  Shopee may, at Shopee’s discretion, update, amend, or modify these Program Terms and Conditions. If Shopee updates, amends, or modifies these Program Terms and Conditions, Shopee will make reasonable efforts to notify Affiliate and/or MCN of the updates, amendments, or modifications, including by publishing the modified Program Terms and Conditions, by email, or by instant message. Affiliate will check the Program Platform and Site periodically for such updates and notices. The modified Program Terms and Conditions take effect on publication. By continuing to use the Affiliate Links, Program Platform and/or Site, Affiliate and MCN agrees to be bound by the updated, amended, or modified Program Terms and Conditions. If Affiliate or MCN does not agree to be bound by the updated, amended, or modified Program Terms and Conditions, the Affiliate or MCN must terminate this Agreement pursuant to Section 9.

8. CONFIDENTIAL INFORMATION

8.1 “Confidential Information” means all information that is confidential in nature including, but not limited to: (a) any proprietary information of a party to this Agreement 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; and (c) all information collected or developed by Shopee regarding its Users. Confidential Information also includes oral disclosures if that information would reasonably be understood to be confidential from the context of disclosure.

8.2 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.

8.3 Non-Use and Non-Disclosure.  Each party will: (a) treat as confidential all Confidential Information of the other party; (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 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 this Agreement.  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.

9.  TERM AND TERMINATION

9.1 Term. This Agreement takes effect on the date that Shopee approves Affiliate’s or MCN's (as the case may be) application to join the Program and continues to be in effect until terminated in accordance with Section 9.2 or 9.3 (the “Term”).

9.2 Termination by Shopee. Shopee may unilaterally terminate this Agreement at its sole discretion and for any reason which Shopee deems appropriate with seven (7) days’ prior notice and disable the Affiliate Links. Shopee may terminate this Agreement immediately and without any prior notice if Affiliate or MCN (as the case may be) breaches its obligations under this Agreement.

9.3 Termination for Cause. This Agreement 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 13.4) that continues for more than 30 days.

9.4 Effect of Termination. Upon termination of this Agreement for any reason, Affiliate shall immediately cease all use of Shopee’s Affiliate Links, and will cease representing itself as a Shopee Affiliate.

9.5 Termination due to Affiliate’s breach. If this Agreement is terminated due to Affiliate’s or MCN's breach of its obligations in accordance with Sections 7.2 and 9.3, all amounts payable to Affiliate or MCN by Shopee may be forfeited as liquidated damages without prejudice to Shopee’s recourse for other rights or remedies available under applicable laws.

9.6 Survival. The following provisions will survive the termination or expiration of this Agreement: Sections 1, 3, 8, 9, 11, 12, 13 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 this Agreement.

10. REPRESENTATIONS AND WARRANTIES

10.1 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 execution and delivery of this Agreement has been duly and validly authorized; (c) this Agreement constitutes a valid, binding, and enforceable obligation upon its execution; and (d) it will comply with all applicable laws in performing under this Agreement.

10.2 Representations and Warranties by Affiliate/MCN. Affiliate and MCN (as the case may be) represents and warrants that

   (a) the execution, delivery, and performance of this Agreement 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 Affiliate or MCN;

   (b) all information provided by Affiliate to Shopee is complete, true, accurate and current, and that Affiliate or MCN has the right to conduct its business, including offering its products or services;

   (c) no Affiliate Media contains (i) any information that violates or encourages violation of any applicable law; (ii) fraudulent or deceptive information or incentives;  (iii) virus, malware, spyware, Trojan, phishing, or other malicious code that could breach or circumvent any Platform security measure; (iv) information marketing or promoting fake or counterfeit goods or illegal businesses (including apps or software that contain hidden charges); (v) any material that infringes any rights of any third party; or (vi) material that may be harmful, abusive, pornographic or obscene, threatening, or defamatory.

11. INDEMNIFICATION

11.1 Indemnification by Affiliate/MCN. Affiliate and MCN (as the case may be) 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 Affiliate or MCN (as the case may be) of this Agreement; (b) any failure of Affiliate or MCN (as the case may be) to perform its obligations under this Agreement in compliance with all applicable laws; (c) any violation of any rights of any third party related to Affiliate Media; or (d) Affiliate’s or MCN’s (as the case may be) fraud, negligence or willful misconduct. 

11.2 Procedure. Shopee will promptly notify the indemnifying party of any claim that is subject to Section 11.1, and will permit the indemnifying party 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 the indemnifying party’s sole cost. The indemnifying party 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, the indemnifying party will not publicize the settlement without first obtaining Shopee’s written permission. 

12. LIMITATION OF LIABILITY

12.1 Disclaimer of Warranties. ALL SHOPEE MATERIALS AND AFFILIATE LINKS ARE PROVIDED “AS IS.” AFFILIATE AND MCN 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.

12.2 Disclaimer of Consequential Damages. SHOPEE WILL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO AFFILIATE OR MCN FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED UNDER THIS AGREEMENT, INCLUDING LOST PROFITS OR LOSS OF BUSINESS.

12.3 Cap on Liability. UNDER NO CIRCUMSTANCES WILL SHOPEE’S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (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 SHOPEE TO AFFILIATE OR MCN UNDER THIS AGREEMENT FOR THE 6-MONTH PERIOD PRECEDING THAT CLAIM.

12.4 Independent Allocations of Risk.  EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT 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 THIS AGREEMENT, AND EACH OF THESE PROVISIONS WILL APPLY EVEN IF THESE PROVISIONS FAIL THEIR ESSENTIAL PURPOSE.

13. MISCELLANEOUS

13.1 Subcontractors.  Shopee may exercise its rights under this Agreement via its affiliates and subcontractors. Shopee will be responsible for the compliance of those affiliates and subcontractors with the terms of this Agreement.

13.2 Independent Contractor. This Agreement 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 this Agreement.  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.

13.3 Press Release. Except as expressly set forth in this Agreement or as required by the laws of any jurisdiction, neither party will make any public announcement or press release regarding the cooperation contemplated by this Agreement 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 this Agreement will solicit from and consider in good faith the other party’s feedback on the content of that public announcement.

13.4 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 this Agreement 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.

13.5 Governing Law and Resolution of Disputes. This Agreement 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 this Agreement, including the breach, termination or validity of this Agreement, or in connection with the determination of any matters which are subject to objective determination pursuant to this Agreement (“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.

13.6 Notices. All notices under the terms of this Agreement 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 Affiliate or MCN at their respective addresses.

13.7 Assignment. Affiliate or MCN may not voluntarily, involuntarily, or by operation of law assign any of its rights or delegate any of its obligations under this Agreement (in whole or in part), including by direct or indirect change of control, merger (whether or not Affiliate or MCN 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 Affiliate or MCN, whether or not Affiliate or MCN survives as an entity, will be deemed an assignment and delegation of this Agreement that requires Shopee’s prior written consent.  An assignment by Affiliate or MCN will not relieve the assignor of its obligations under this Agreement unless Shopee expressly states otherwise in its written consent. Shopee will not release the other party of its liability under this Agreement 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 this Agreement (in whole or in part) without the other party’s consent.  Any purported assignment or delegation in violation of this Section 13.7 will be null and void. Subject to this Section 13.7, this Agreement will bind and inure to the benefit of each party’s respective permitted successors and permitted assigns.

13.8 Waiver.  Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing provided in accordance with Section 13.6 to be effective. Failure, neglect, or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time will not be construed as a waiver of the party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice the party’s right to take subsequent action.  Exercise or enforcement by either party of any right or remedy under this Agreement will not preclude the enforcement by the party of any other right or remedy under this Agreement or that the party is entitled by law to enforce.

13.9 Severability. If any term, condition, or provision in this Agreement 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 this Agreement. 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 this Agreement, 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.

13.10 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 this Agreement are cumulative and not exclusive of any right or remedy provided at law or in equity.

13.11 Confidentiality of Agreement. Affiliate and MCN will not disclose any terms of this Agreement to any third party without Shopee’s prior written consent, except as required by applicable law.

13.12 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original and together will constitute one and the same agreement.

13.13 Language.  If this Agreement is executed in more than one language, then only the English version is binding on the parties.

13.14 Headings. Headings are used in this Agreement for reference only and will not be considered when interpreting this Agreement.

11.15 Integration.  These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter of this Agreement 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 this Agreement will have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of a receiving party to object to these terms, provisions, or conditions.

Last updated: 29 May 2024