1.

Unless inconsistent with the context, the following words shall have the meaning assigned below:

1.1

Affiliate means an applicant who has qualified for and has been accepted to the Affiliate Program, as per these Terms of Use. The terms ‘you’ and ‘your’ shall mean and include a reference to the Affiliate.

1.2

Affiliate Service Fee means the fee to be paid by the Company to the Affiliate against his/her Services.

1.3

Application Form means the online application form for the Affiliate Program.

1.4

Affiliate Program means the Company’s online Affiliate network program on the Website.

1.5

Applicable Laws means any law, by-law, regulation (including any rule, official directive, request or guideline), legislation (including delegated legislation), constitution, decree, judgment, court order/authority of the competent jurisdiction, ordinance, statute, treaty or other legislative measure, of the Competent Authority.

1.6

Lead means any person whose Lead Information is submitted by an Affiliate in the “client” section in its Propforce Account who has expressed interest in purchasing a Property.

1.7

Lead Information means, with respect to any Lead, inter alia their name, CNIC, address, contact number, etc.

1.8

Company means Zameen Media (Private) Limited.

1.9

Competent Authority means any federal, provincial, capital or local government or authority, department, local, regulatory, or statutory authority, which has jurisdiction over any aspect or part of these Terms of Use.

1.10

Confidential Information means, without limitation, the Company’s proprietary information, technical data, trade secrets, or know-how, including, but not limited to, reports, research, product plans, products, services, customer lists, markets, pricing, business, sales & operational strategy, business policies or practices, financial condition, operations, facilities, customers (former, current, or potential), investors, employees, business and contractual relationships, business forecasts, promotion methods and plans, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, promotion, finances, Schedule(s) of Affiliate Service Fee, Content, Lead Information or any other information of Clients, Affiliates, and information related to any Sale or Purchase transaction, or other business information disclosed to the Affiliate by the Company, either directly or indirectly.

1.11

Content means all information, content and images submitted on the Website by the Affiliate in connection with the Affiliate Program including inter alia the Lead Information.

1.12

Developer(s) means any person who has undertaken the development of a Real Estate Project including inter alia planning, design, construction and sale thereof.

1.13

Intellectual Property means and includes, inter alia, any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.

1.14

Project Inventory means the repository of property in any Real Estate Project available for sale on the Website.

1.15

Promotional Material shall have the meaning assigned to it in Para 20.1.

1.16

Propforce Account means the online account of the Affiliate created and managed on the Website.

1.17

Property means any immovable property marked available for sale in the Property Bank. For the avoidance of doubt, Property shall not include any property listed in the Project Inventory.

1.18

Property Bank means the repository of Properties available for sale on the Website.

1.19

Real Estate Project means any real estate venture undertaken by a Developer and listed on the Website.

1.20

Related Parties means a Client’s parents, spouse, siblings and/or children.

1.21

Services means the services of the Affiliates rendered for generation of quantifiable Leads.

1.22

Schedule of Affiliate Service Fee means the terms and conditions applicable with respect to the Affiliate Service Fee related to generation of quantifiable Leads under these Terms of Use.

1.23

Terms of Use means these terms of use available on the Website as updated, amended or revised at the Company’s sole discretion.

1.24

Website means www.Propforce.com along with related sites and mobile application of the platform.

2.

These Terms of Use along with any and all applicable Schedule(s) of Affiliate Service Fee, as updated, amended or revised at the Company’s sole discretion, shall be applicable with respect to the Affiliate Program, and the Affiliate agrees to comply with them by using and accessing the Website, and applying to and participating in the Affiliate Program.

3.

The Company reserves the right to update, amend and revise these Terms and Conditions as well as the Schedule(s) of Affiliate Service Fee for Project Inventory, from time to time. All such amendments, revisions and updates shall be available on the Website and shall come into full force and effect upon the posting of such changes, and the Affiliate shall be responsible for reviewing these and informing itself of all applicable changes. The Affiliate’s continued use of the Website and participation in the Affiliate Program shall constitute its consent to and acceptance of such amendments, revisions and updates.

4.

The Affiliate will have fourteen (14) days to accept any and all modifications or communicate its disagreement to the Company. If the modifications are not accepted by Affiliate, the Affiliate shall have the right to negotiate the modifications with the Company. In the event that a resolution is not reached with regards to the modifications, the Affiliate may deactivate its Propforce Account and stop using the Website forthwith.

5.

You agree that you are solely responsible to read and review these Terms of Use from time to time.

6.

In these Terms of Use, unless the contrary intention appears:

6.1

a reference to a Para or Annexure is a reference to a Para or Annexure to these Terms of Use;

6.2

a reference to these Terms of Use or Schedule(s) of Affiliate Service Fee includes any amendment or replacement of either of them;

6.3

the singular includes the plural and vice versa;

6.4

the word “person” includes a natural person, a firm, a body corporate, an unincorporated association or authority and any reference to “person” shall mean and include, where the context so permits, a reference to such person’s successors, nominees and permitted assigns;

6.5

if a period of time is specified and it is given from a given day or the day of an act or event, it is to be calculated exclusive of that day;

6.6

a reference to a day is to be interpreted as the period of time commencing at midnight and ending twenty-four (24) hours later;

6.7

a reference to a month is a reference to a calendar month;

6.8

a reference to ‘written’ or ‘writing’ means any hand-written, typewritten or printed communication, including e-mail; and

6.9

All notifications from the Company shall be made via the Company’s official email address and/or telephone number.

7.

Anyone may apply to the Affiliate Program by registering as a new user on the Website and submitting a completed Application Form. An application will only be considered if all mandatory fields in the Application Form are completed with true, correct, accurate and current details and provided inter alia that the applicant:

7.1

Is at least 18 years of age;

7.2

Has no criminal record;

7.3

Is not prohibited from enrolling/registering/participating in the Affiliate Program under any Applicable Laws; and

7.4

Has a valid and operational bank account in the name of the applicant.

8.

In addition to Para 7 above, if the applicant is a real estate agency or business operated under a sole proprietorship, company, partnership or any other body corporate, it must inter alia have:

8.1

Active business operations involving sale and purchase of real estate, having such size and business operations as are suitable/adequate for the status of “agency” including a sufficient portfolio of clients and sellable inventory;

8.2

A business which is compliant with all Applicable Laws;

8.3

An exclusive & dedicated office premises, at all times, in its country of operation or registration. The office premises shall be for business/commercial purposes only;

8.4

A business or trade name along with its shop board or any other related branding displayed in the established office or nearby;

8.5

A valid and operational bank account in the name of the business; and

8.6

Business cards with accurate details of the agency or business, corresponding to the information submitted in the Application Form.

9.

If the application is approved by the Company, the applicant’s Propforce Account shall be activated and the applicant shall be notified accordingly.

10.

It shall be the sole responsibility of the Affiliate to inform the Company immediately in writing of any change in the particulars of the Affiliate including but not limited to business name, address, and temporary or permanent closure of its office or business activities.

11.

The decision with respect to the applicant’s application shall be final, and at the sole and absolute discretion of the Company.

12.

ELIGIBILITY CRITERIA FOR AFFILIATE SERVICE FEE

12.1

An Affiliate will be eligible for Affiliate Service Fee with respect to the generation of quantifiable Leads against the Project Inventory, upon fulfillment of the conditions set out in Para 21.

12.2

In addition to Para 12.1 above, an Affiliate registered as an agency will be eligible for Affiliate Service Fee with respect to the generation of quantifiable Leads against a Property in the Property Bank upon fulfilment of the conditions set out in Paras 23 and/or 24 respectively.

12.3

Affiliate Service Fee will be payable in accordance with the applicable Schedule of Affiliate Service Fee subject to the Terms of Use and verification hereunder of the Buyer, the Affiliate and upon the maturation of generation of quantifiable Leads by the Developer.

12.4

The Affiliate Service Fee shall be inclusive of the applicable sales tax, however, all other applicable taxes including inter alia applicable provincial taxes, shall be deducted and calculated in the name of, and as per the active or inactive tax status of registered Affiliate.

12.5

The Affiliate acknowledges and understands that tax rates are subject to revision as per relevant federal and/or provincial government policies.

13.

SCHEDULE OF AFFILIATE SERVICE FEE FOR PROJECT INVENTORY

13.1

The applicable Schedule of Affiliate Service Fee for Project Inventory available on the Website, as amended from time to time by the Company at its sole discretion, will specify the Affiliate Service Fee that may be earned upon the maturation of generation of quantifiable Leads by the Developer.

13.2

Subject to the provisions of these Terms of Use, Affiliate Service Fee will be paid to the Affiliate through cross cheque or vide bank transfer to the designated bank account of the Affiliate, within forty-five (45) days of receipt of conformation from the Developer against the matured quantifiable Leads.

14.

SCHEDULE OF AFFILIATE SERVICE FEE FOR PROPERTY BANK

14.1

The Schedule of Affiliate Service Fee applicable with respect to the quantifiable potential Leads will be agreed in writing with the Affiliate prior to the maturation of the quantifiable Lead.

14.2

Subject to the provisions of these Terms of Use, Affiliate Service Fee will be paid to the Affiliate through cross cheque or vide bank transfer to the designated bank account of the Affiliate, within seven (7) days of receipt of conformation from the Developer against the matured quantifiable Leads.

15.

The Affiliate must manage its Lead portfolio through the Propforce Account and record the information of its Leads by submitting the prescribed form on the Website.

16.

A Lead shall be added to an Affiliate’s Propforce Account on a first-come-first-served basis, provided that the Lead or its Related Parties do not already exist in the Company’s database.

17.

Only verified Lead information will be added to the Propforce Account and tagged with the Affiliate, whereafter the Affiliate may generate quantifiable Leads. All information will be verified by the Company at its sole discretion. A Lead will remain tagged with the Affiliate as long as the resultant Lead is matured by the Developer with respect to such Lead within the first six (6) months of conformation from the Developer against the matured quantifiable Leads. After the first six (6) months, a Lead will remain tagged with the Affiliate as long as a resultant Lead is matured and confirmed by the Developer with respect to such Lead once each year.

18.

In the event that the quantifiable Lead(s) is not matured as per Para 17 above, the relevant Lead shall be untagged from the Affiliate’s Propforce Account.

19.

An Affiliate may market and generate quantifiable Leads against the Project Inventory strictly in accordance with the manner prescribed by the Company in the Terms of Use or otherwise.

20.

MARKETING OF PROJECT INVENTORY

20.1

The Affiliate shall exclusively use such advertisements and/or graphic, textual material for the promotion of the Project Inventory (the “Promotional Material”) as may be provided by the Company, without any modification, alteration or change whatsoever.

20.2

The Promotional Material may only be published by the Affiliate in the following manner:

a.

The Promotional Material shall be used strictly for the purpose of marketing and generation of quantifiable Leads against the Project Inventory;

b.

Each publication shall include the words “Authorised Affiliate of Zameen.com”;

c.

Each publication shall clearly state that the Real Estate Project is “exclusively branded by Zameen.com”; and

d.

The Affiliate shall not market any Real Estate Project prior to the Company making the Real Estate Project available for generation of quantifiable Leads on the Website;

21.

LEAD GENERATION AGAINST THE PROJECT INVENTORY
In order for a Lead to be deemed matured for the purposes of the Terms of Use, the Lead should execute the agreement to sell against the Property, deposit the down-payment in the Developer’s designated bank account in clear fuds and upon confirmation of the Developer against the receipt of the down-payment.

22.

If the Affiliate is registered as a real estate agency, in addition to marketing and generation of quantifiable Leads against the Project Inventory, the Affiliate agency may also be granted non-exclusive and revocable access to the Property Bank for the purpose of quantifiable Lead generation.

23.

In addition to the covenants, representations and warranties (express or implied) contained elsewhere in the Terms of Use, the Affiliate hereby warrants, represents and undertakes that:

23.1

the Affiliate has the legal right and capacity to participate in the Affiliate Program;

23.2

the Affiliate has the power and authority to participate in the Affiliate Program and the Affiliate’s entry into and performance under the Terms of Use and the transactions contemplated by it do not constitute a breach of any Applicable Laws, or any obligation or default of any contract by which it is so bound;

23.3

the Affiliate shall comply with all Applicable Laws including inter alia laws, rules and regulations, whether local, regional or national which are applicable to any works related to or connected with the Affiliate Program, including any regulations and/or notifications of the Competent Authority;

23.4

the Affiliate has obtained all requisite permissions and authorisations required under the Applicable Laws with respect to the collection, use, processing and distribution of the Content and has the right to further assign such permissions and authorisations;

23.5

all Content, submitted by the Affiliate on the Website or associated with the Propforce Account is true and correct and nothing in this regard has been concealed from the Company;

23.6

the Affiliate shall ensure transparency and visibility to the Company with respect to any Client or Lead, and all records and information in relation thereto;

23.7

the Affiliate shall be responsible for conducting reasonable due diligence of a Lead prior to entering Lead Information on Propforce including but not limited to performing the appropriate ‘know your customer’ and ‘anti-money laundering’ checks.

23.8

the Affiliate shall ensure that the Clients added to Propforce by the Affiliate are in compliance with the Applicable Laws including but not limited to taxation laws;

23.9

the Affiliate shall exclusively be responsible for the Content submitted by him on the Website inter alia for any misuse/unauthorised use of the Content;

23.10

the Affiliate shall use reasonable skill, care and diligence in the performance of obligations under the Terms of Use;

23.11

there are no proceedings against the Affiliate or its Clients, pending or threatened, that could adversely affect the performance of the Affiliate’s obligations under the Terms of Use;

23.12

the Affiliate shall neither solicit, entice away, discourage or influence in any way an existing or prospective supplier, vendor, contractor, customer or client of Company, nor recruit, solicit, induce or attempt to induce for employment, any employee of the Company or its affiliates.

23.13

the Affiliate shall not engage in conduct or make any representation that injures, harms, corrupts, demeans, disparages, defames, destroys or diminishes, or would reasonably be expected so to do, in any way the reputation or goodwill of the Company, its directors, officers, employees or agents; and

23.14

the Affiliate shall indemnify and hold harmless the Company, its executives, officers, directors, members, managers, employees, agents and representatives from and against any claims arising from acts or omissions, gross negligence or wilful misconduct of the Affiliate, breach of any of its obligations, agreements, or duties under the Terms of Use, or for any other reason whatsoever;

24.

Any material breach of the Terms of Use by the Affiliate shall be construed as an Event of Default (“Event of Default”) which inter alia includes:

24.1

A breach of any terms or conditions of the Terms of Use or of any obligation hereunder;

24.2

Any representation becoming untrue, inaccurate or false;

24.3

A breach of warranty;

24.4

The Affiliate providing false information in the Application Form;

24.5

The Affiliate failing the verification process as specified in the Terms of Use;

24.6

Manipulation of Leads by the Affiliate;

24.7

The Affiliate violating the confidentiality obligations contained in these Terms of Use; and/or

24.8

The Affiliate committing a criminal offence.

25.

If an Event of Default occurs, the Company may, at its sole discretion, suspend or remove the Affiliate’s Propforce Account or blacklist the Affiliate at any time.

26.

If, in the opinion of the Company, an Event of Default is anticipated or suspected of having occurred, the Company may, at its sole discretion, suspend or remove the Affiliate’s Propforce Account or blacklist the Affiliate at any time.

27.

The Company may also suspend or remove a Propforce Account without assigning any reason by giving a fourteen (14) days’ written notice to the Affiliate. In this event, the Affiliate may only be entitled to Affiliate Service Fee with respect to a matured quantifiable Lead prior to the date of such notice, subject to and in accordance with the Terms of Use.

28.

The Affiliate may at any time, remove itself from the Affiliate Program by deactivating its Propforce Account and delisting from the Affiliate Program, in which case, the Affiliate may only be entitled to Affiliate Service Fee with respect to a matured quantifiable Lead prior to the date of such deactivation, subject to and in accordance with the Terms of Use.

29.

If a Propforce Account is suspended or removed, the Affiliate:

29.1

shall be removed from the Affiliate Program and its Propforce Account shall be suspended with immediate effect;

29.2

shall no longer have access to the Website, the Propforce Account and the Content thereof;

29.3

may be permanently blacklisted from the Affiliate Program if the suspension or removal is due to an Event of Default; and/or

29.4

shall not be entitled to any Commission whatsoever with respect to any past or future transaction, if the suspension or removal is due to an Event of Default.

30.

Upon removal from the Affiliate Program for any reason whatsoever, the Affiliate shall immediately cease to use any Promotional Material in its possession in any way whatsoever and shall return the said Promotional Material to the Company forthwith.

31.

In no event shall the Company or its officers, directors, licensors, suppliers, employees or agents be liable to the Affiliate or any third party under any theory of tort, contract, strict liability or other legal or equitable theory for any losses it may suffer for any reason whatsoever including inter alia loss of business, loss of data, any lost profits, lost revenue, cost of cover or recovery of any investment along with any exemplary, punitive, special, incidental, indirect or consequential damages or the like, each of which is hereby excluded regardless of whether such losses were foreseeable or whether the Company has been advised of the possibility of such losses.

32.

By becoming an Affiliate, the Affiliate fully indemnifies, shall hold harmless and defend the Company, its directors, officers, employees, agents and representatives from and against any and all claims, demands, actions, suits, proceedings, liabilities, losses, settlements, judgments, damages, costs and expenses etc. (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to any negligent act, error or omission, breach of any representation or warranty by the Affiliate as contained herein, or as a result of the Affiliate’s failure to fulfil, or breach of, its obligations hereunder or otherwise owed to the Company.

33.

Irrespective of the number or basis of any claim(s) raised against the Company under or in connection with the Affiliate Program, the Company’s maximum aggregate liability shall be to the extent of direct loss only, notwithstanding whether such claim(s) arises in contract or in tort, and shall not exceed a sum equal in value to the Affiliate Service Fee in relation to which such claim arises.

34.

Notwithstanding any provision of these Terms of Use, nothing herein shall be construed as a grant of license to use the Company’s Intellectual Property, which shall remain the exclusive property of the Company.

35.

The Affiliate shall, at all times, keep the Company’s Confidential Information confidential, including the contents of these Terms of Use, except as and to the extent necessary to fulfil its obligations under the Terms of Use or as required to be disclosed pursuant to the Applicable Laws or to an order of the Competent Jurisdiction.

36.

Notwithstanding anything contained in the Terms of Use, the Affiliate hereby grants the Company a royalty-free, perpetual, irrevocable and non-exclusive right, permission and license to use, reproduce, process and distribute to third parties, all Content.

37.

The Terms of Use or the Affiliate Program shall not be construed as an offer of employment, or a commitment to the Affiliate of funding of any sort by or on behalf of the Company, and the Company is not obliged to enter into any other commitment with the Affiliate.

38.

The Affiliate shall not assign whole or any part of its interest or obligations under these Terms of Use to any third party without the prior written consent of the Company.

39.

Nothing in these Terms of Use shall be construed or deemed to create any association, partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Affiliate and the Company. The Affiliate will have no authority to make or accept any offers or representations on the Company’s behalf and the Affiliate will not make any statement, whether on its website, social media or any other platform used by the Affiliate for marketing the inventory of the Company, contrary to the interests of the Company.

40.

Any dispute under, arising out of or in connection with Terms of Use or the Affiliate Program shall be finally resolved by the Company at the Company’s sole discretion.

41.

The Affiliate shall neither solicit, entice away, discourage or influence in any way an existing or prospective supplier, vendor, contractor, customer or client of Company, nor recruit, solicit, induce or attempt to induce for employment, any employee of the Company or its affiliates.

42.

The Affiliate Program, these Terms of Use and the rights and obligations of the Affiliate under or pursuant to the Terms of Use shall be governed and construed according to the laws of Pakistan, with the exclusive jurisdiction of the courts at Lahore.

43.

If any provision of these Terms of Use is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of these Terms of Use shall have full force and effect.

44.

The headings and titles contained in these Terms of Use are included for convenience only, and shall not limit or otherwise affect the provisions of these Terms of Use.

45.

These Terms of Use, along with all applicable Schedule(s) of Affiliate Service Fee shall constitute the complete and exclusive agreement between the Parties hereto, and supersedes and replaces any prior written or oral understanding or communication between the Parties.

46.

The Affiliate may contact the Company for any query or complaint through phone or email at the following:

a.

Universal Access Number (UAN): 0800-33111

b.

Email Address: Affiliate.Network@Zameen.com