This Partner Program Operating Agreement ("Agreement") is entered into by and between Bayta Trading ("Bayta Trading" or "we") and the individual or entity applying to become an Bayta Trading partner ("Partner"). The terms and conditions outlined in this Agreement govern Partner's participation in the Affiliate Interactive Partner Program ("Partner Program").

Through the Partner Program, Partner may access offers ("Offers") provided by Bayta Trading or third-party clients ("Clients"). Each Offer may link to a specific website ("Program Web Site") and may include additional terms that are incorporated into this Agreement. By submitting an application or participating in any Offer, Partner expressly agrees to all terms and conditions herein. The individual accepting this Agreement represents that they have the authority to bind the Partner to these terms.

Enrollment in the Partner Program

To enroll, Partner must submit a complete and accurate application via the Bayta Trading website. After review, Bayta Trading will notify the Partner of acceptance or rejection. Acceptance is at Affiliate Interactive’s sole discretion and may be denied for any reason.

Obligations of the Parties

Subject to acceptance and continued compliance with this Agreement, Bayta Trading agrees to:

1. Provide Partner with access to graphic and textual links ("Links") to the Program Web Site and other creative assets. These Links may be used on Partner-owned websites, in emails, and in online advertisements ("Media"). The Links identify Partner as a member of the Partner Program and establish a connection to the Program Web Site.
2. Pay Partner a commission for each Qualified Action. A "Qualified Action" is defined as an individual who:
   1. Accesses the Program Web Site via the Link, where the Link is the final referral source.
   2. Is not a bot, script, or automated user (as determined by Bayta Trading).
   3. Does not use pre-populated fields.
   4. Completes all required information within the designated time frame.
   5. Is not later deemed fraudulent, incomplete, unqualified, or a duplicate by Bayta Trading.

Bayta Trading will pay Partner any earned Commissions on a monthly basis, provided the total exceeds $50. Balances below $50 will roll over to the next month until the minimum threshold is met. Bayta Trading reserves the right to reverse any previously paid Commissions for actions later deemed invalid or non-qualifying.

Commission payments are contingent upon receipt of funds from Clients. Partner acknowledges that Affiliate Interactive is only liable for Commissions to the extent that such funds have been received. This clause governs any insertion order (IO) signed by baytatrading.com regarding payments.

Bayta Trading will automatically generate invoices on behalf of Partner for all payable Commissions and remit payment accordingly. All tracking of Links and determination of Qualified Actions and Commissions shall be made solely by Bayta Trading. If Partner disputes any portion of an invoice, they must submit a detailed written dispute within thirty (30) days of the invoice date. Failure to do so constitutes a waiver of any claims related to that invoice.

If Partner maintains independent tracking and identifies a discrepancy exceeding 10%, Partner must submit their report within three (3) days after the 30th day of the calendar month. If Bayta Trading reasonably determines that Partner’s tracking methods are industry-standard, both parties will make a good faith effort to reconcile. If reconciliation is not achieved, Bayta Trading’s data shall prevail.

If Partner owes any outstanding balance to Bayta Trading under this or any other agreement, Affiliate Interactive reserves the right to offset such amounts against any payments due to Partner under this Agreement.

Partner Responsibilities

1. Partner is solely responsible for the development, operation, and maintenance of all Media, including all content hosted or linked therein.
2. All materials used in connection with the Partner Program must:
   • Not be illegal or infringe upon the rights of any third party
   • Not contain or link to harmful, threatening, defamatory, obscene, sexually explicit, or harassing content
   • Not promote violence, discrimination (based on sex, religion, race, ethnicity, nationality, disability, or age), illegal activities (such as gambling), profanity, or any other content deemed objectionable by Affiliate Interactive
3. Partner shall not make any representations, warranties, or statements about Bayta Trading, its Clients, or their products/services unless expressly authorized.
4. Partner’s Media must not mimic or replicate the look and feel of the Program Web Site, nor imply endorsement or affiliation without prior written consent from Bayta Trading.
5. Partner agrees to comply with all applicable laws, regulations, and obligations under this Agreement, including those governing its Media and use of Links.
6. Partner shall adhere to the terms, conditions, and policies of any third-party services used in connection with the Partner Program, including but not limited to email providers, social networks, and advertising platforms.

Partner will prominently display a privacy policy to end-users prior to collecting any personally identifiable information. This policy must comply with all applicable laws and clearly disclose data collection, usage, and sharing practices, including the provision of such data to Bayta Trading and its Clients for intended use.

Partner will prominently display any terms and conditions related to Offers as required by Bayta Trading, Clients, or applicable laws.

Partner shall not place Bayta Trading advertisements on online auction platforms (e.g., eBay, Amazon).

Program-Specific Terms

1. Email Campaigns: Partner must download the Suppression List from the Offers section and filter their email list accordingly. Emails may only be sent to addresses not on the Suppression List. Affiliate Interactive will provide an opt-out method in all Links. If opt-out requests are received directly by Partner, they must be forwarded immediately to [email protected]. Emails must contain only the Links and any legally required content.
   1. Failure to comply with suppression requirements may result in withheld Commissions, suspension or removal from the Partner Program, legal action, and any other remedies available to Bayta Trading.
   2. Partner agrees not to mail or market to any suppression files generated through the Bayta Trading network. Violations may result in similar penalties.
2. Advertising Campaigns: Links must not appear in chat rooms, message boards, or bulletin boards unless explicitly approved in writing. Any pop-up/under ads must clearly identify Partner in the window title. Client-side ad software must be transparently disclosed prior to installation, accepted via a plain-English license agreement, and easily removable by standard methods.
3. Partner Network Campaigns: Partners with their own networks ("Partner Network") may distribute Links to Third Party Partners. These partners must not modify the Links and must uphold industry standards. Partner must prohibit any Third Party Partner whose content includes Objectionable Content. All Third Party Partners must affirmatively accept this Agreement via verifiable means before accessing Links. Partner must terminate any Third Party Partner who violates this Agreement and disclose their identity to Bayta Trading upon suspicion of wrongdoing. Partner remains liable for all actions of Third Party Partners.

Confidentiality

"Confidential Information" refers to all non-public data disclosed by one party ("Disclosing Party") to the other ("Receiving Party") during the term of this Agreement, including but not limited to:

1. Business plans, strategies, marketing, suppliers, finances, relationships, pricing, technology, employees, trade secrets, and personally identifiable information.
2. The material terms of this Agreement.
3. Any information designated or marked as confidential by the Disclosing Party.

The Receiving Party agrees to hold all Confidential Information in trust and confidence. Unless authorized in writing, it shall not use or disclose such information except as required to fulfill obligations under this Agreement. Disclosure is permitted only to:

1. Employees or advisors who require access to perform duties under this Agreement.
2. Individuals bound by confidentiality agreements with terms at least as restrictive as those herein.

Confidential Information does not include data that:

1. Is publicly available through no fault of the Receiving Party.
2. Was independently developed without use of Confidential Information.
3. Was lawfully disclosed by a third party not bound by confidentiality obligations.

The Receiving Party agrees that monetary damages may be insufficient for breach of confidentiality, and the Disclosing Party shall be entitled to injunctive relief without the requirement to post bond.

Limited License & Intellectual Property

Bayta Trading grants Partner a non-exclusive, non-transferable, revocable license to use the Links and access its platform solely for identifying Partner's Media as a participant in the Partner Program and assisting in generating sales through the Program Web Site.

Partner may not alter, modify, or create derivative works from the Links or any Bayta Trading materials, including graphics, copy, or creative assets. Usage is permitted only while Partner remains in good standing. Bayta Trading may revoke this license at any time via written notice.

Except as expressly stated, this Agreement does not grant Partner any rights to Bayta Trading’s trademarks, copyrights, patents, or trade secrets. Partner agrees that any suggestions or feedback provided to Affiliate Interactive may be used without compensation. All rights not expressly granted are reserved.

Termination

This Agreement begins upon Bayta Trading’s approval of Partner’s application and continues until terminated. Partner may terminate participation at any time by removing all Links and deleting all copies. Bayta Trading may terminate Partner’s participation in any Offer or this Agreement at any time, with or without notice, by disabling Links or issuing written notice.

Upon termination, Partner must immediately cease use of all Links and Bayta Trading or Client intellectual property, and stop representing themselves as a Partner. Validly accrued payments and provisions intended to survive termination shall remain in effect.

Suspension

Bayta Trading reserves the right to delete actions submitted through Partner’s Links, withhold or freeze unpaid Commissions, or charge back paid Commissions if:

• Partner violates this Agreement
• Bayta Trading receives complaints reasonably believed to be in violation of this Agreement
• Qualified Actions are later deemed invalid or non-compliant

These actions may be taken regardless of whether Commissions were previously earned. In case of material breach, Bayta Trading may disclose Partner’s identity to law enforcement, regulators, or affected third parties. Suspension is in addition to all other remedies.

Anti-Spam Policy

Partner must strictly comply with the federal CAN-SPAM Act of 2003 ("the Act"). All emails sent in connection with the Partner Program must include a valid opt-out link.

Bayta Trading may request that Partner submit email drafts for approval prior to distribution. Approval must be obtained in writing from Partner’s Bayta Trading representative.

Partner is solely responsible for ensuring compliance with the Act and may not rely on Bayta Trading’s approval as evidence of compliance.

Fraud

Fraud

Partner is strictly prohibited from using any persons, methods, devices, or arrangements to commit fraud, violate applicable laws, interfere with other partners, falsify referral data, or exceed permitted access to the Partner Program. Prohibited activities include, but are not limited to: automated click generation, false form completions, spyware, stealware, cookie stuffing, and other deceptive practices or click fraud. Bayta Trading reserves sole discretion in determining fraudulent activity.

Representations and Warranties

The parties agree to the terms of the General Data Protection Regulation (GDPR) Data Processing Addendum, which is incorporated into this Agreement.

Partner represents and warrants that:

1. It has the authority to enter into and fulfill obligations under this Agreement.
2. Its Media and operations comply with all applicable laws and regulations, including but not limited to:
   • Gramm-Leach-Bliley Act
   • Fair Credit Reporting Act
   • Federal Trade Commission Act
   • CAN-SPAM Act
   • Telephone Consumer Protection Act
   • Fair Debt Collection Practices Act
   • Federal Communications Act
   • California Financial Privacy Act
   • Vermont Consumer Protection Act
3. It owns or has rights to all Media used under this Agreement.
4. Its Media does not infringe upon third-party intellectual property rights.
5. It has a reasonable basis and documentation for all claims made in the Media.
6. It will fulfill all commitments made in the Media.
7. No Media is targeted to users under the age of 18.
8. It will obtain express consent before installing any software or cookies on a user’s device.
9. Its Media will not:
   1. Contain misrepresentations or defamatory content
   2. Include violent, obscene, offensive, or sexually suggestive material
   3. Promote gambling, sweepstakes, or contests
   4. Contain viruses, worms, or harmful code
10. It is not, and is not acting on behalf of, any person or entity prohibited from transacting with U.S. persons under OFAC regulations.
11. It is not designated as a Specially Designated National (SDN) by OFAC.

Modifications

Bayta Trading may modify this Agreement at any time by notifying Partner via email. Changes will take effect ten (10) business days after notice. If Partner finds the changes unacceptable, they may terminate the Agreement without penalty within that period. Continued participation after ten (10) business days constitutes acceptance of the changes.

Bayta Trading may also change, suspend, or discontinue any Offer or Link, or modify associated tags, text, graphics, or banners. Partner agrees to promptly implement any request to remove or alter such materials.

Independent Investigation

Partner acknowledges that it has read this Agreement and agrees to all its terms and conditions. Partner has independently evaluated the desirability of participating in the Partner Program and each Offer and is not relying on any representation, guarantee, or statement other than those expressly set forth in this Agreement or on the Partner Program platform.

Indemnification

Partner shall irrevocably defend, indemnify, and hold harmless Bayta Trading, its Clients, and their respective employees, officers, directors, shareholders, contractors, and agents from any and all liability, loss, damage, or expense (including reasonable attorneys' fees and costs) arising out of or related to:

1. Partner’s breach of this Agreement;
2. Partner’s Media; and/or
3. Any claim that Bayta Trading is obligated to pay taxes related to Partner’s participation.

Disclaimers

THE PARTNER PROGRAM, LINKS, AND RELATED PRODUCTS OR SERVICES ARE PROVIDED "AS IS". EXCEPT AS EXPRESSLY STATED HEREIN, BAYTA TRADING DISCLAIMS ALL WARRANTIES—EXPRESS, IMPLIED, OR STATUTORY—INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

BAYTA TRADING DOES NOT GUARANTEE THAT THE PROGRAM OR LINKS WILL BE ERROR-FREE OR UNINTERRUPTED, NOR THAT PARTNER WILL EARN ANY SPECIFIC AMOUNT OF COMMISSIONS. BAYTA TRADING DISCLAIMS LIABILITY FOR ANY ACT OR OMISSION OF CLIENTS OR THEIR PRODUCTS/SERVICES.

Limitation of Liability

BAYTA TRADING SHALL NOT BE LIABLE FOR ANY UNAVAILABILITY, INOPERABILITY, TECHNICAL MALFUNCTION, DATA LOSS, OR OTHER DISRUPTION BEYOND ITS REASONABLE CONTROL. UNDER NO CIRCUMSTANCES SHALL BAYTA TRADING BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PERSONAL INJURY, WRONGFUL DEATH, OR SPECIAL DAMAGES—INCLUDING LOSS OF PROFITS OR BUSINESS OPPORTUNITIES—EVEN IF FORESEEABLE.

BAYTA TRADING’S TOTAL LIABILITY TO PARTNER SHALL NOT EXCEED THE COMMISSIONS PAID TO PARTNER IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE CLAIM.

Force Majeure

Except for payment obligations, neither party shall be liable or considered in breach of this Agreement due to delays or failures caused by events beyond their reasonable control ("Force Majeure Events"). These include, but are not limited to: natural disasters, fires, explosions, internet or network failures, vandalism, hacking, terrorism, war, riots, labor strikes, or governmental actions.

The affected party shall notify the other and use commercially reasonable efforts to minimize the impact of such events.

Governing Law & Miscellaneous

1. Assignment: Partner may not assign, transfer, or delegate any rights or obligations under this Agreement without prior written consent from Bayta Trading. Any attempt to do so shall be null and void. However, either party may assign this Agreement to:
   1. An acquirer of all or substantially all of its equity, business, or assets;
   2. A successor by merger, reorganization, or similar transaction;
   3. An entity under common control with such party.
2. Choice of Law & Venue: This Agreement shall be governed by the laws of the Islamic Republic of Pakistan. Any legal proceedings shall be brought in a court of competent jurisdiction located in Pakistan, and both parties agree to comply with all jurisdictional requirements.
3. Non-Waiver & Severability: No waiver of any provision shall be effective unless in writing and signed by an authorized representative. If any provision is found invalid or unenforceable, it shall be replaced with one that closely reflects the parties’ intent, and the remainder of the Agreement shall remain in full force.
4. Relationship of the Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, agency, employment, franchise, or joint venture. Neither party may bind the other or incur obligations on its behalf.

By submitting an application to the Partner Program, Partner affirms that they have read and agree to all terms and conditions. If Partner does not agree, they should not apply. If an individual accesses this Agreement on behalf of a business entity, they represent that they have the authority to bind that entity.

GDPR Data Processing Addendum

This General Data Protection Regulation Data Processing Addendum ("GDPR Addendum") is incorporated by reference into the Partner Program Operating Agreement between You ("Partner") and Us ("Network" or "Processor"). This Addendum applies from the effective date of the Agreement.

The GDPR Addendum outlines the terms for processing Personal Data under the Agreement, ensuring compliance with applicable EU, UK, and Swiss data protection laws and safeguarding the rights of individuals.

Definitions

Capitalized terms not defined in this Addendum have the meanings set forth in the Agreement.

Data Protection Legislation: (i) Until the GDPR is no longer applicable in the UK, this includes the General Data Protection Regulation ((EU) 2016/679) and related national laws; and (ii) any successor legislation to the GDPR or the UK Data Protection Act 1998.

Applicability

This Addendum applies if Partner is established in the EU, UK, or Switzerland, or if Network processes Personal Data of individuals located in these regions on behalf of Partner.

Data Protection

Both parties shall comply with all applicable requirements under the Data Protection Legislation. This section supplements, and does not replace, each party’s obligations under applicable law.

The parties acknowledge that Partner is the Data Controller and Network is the Data Processor, as defined by the legislation.

Partner shall ensure that:

• It complies with all applicable privacy and data protection laws;
• It has the legal right to transfer Personal Data to Network for processing under the Agreement and this Addendum.

Network shall, in relation to any Personal Data processed under this Agreement:

1. Process Personal Data only for the purposes outlined in the Agreement and Schedule 1, and strictly in accordance with Partner’s lawful, documented instructions—unless otherwise required by applicable law. If Network relies on EU law or the law of an EU member state for processing outside the scope of Partner’s instructions, it shall notify Partner in advance unless prohibited by law.
2. Implement appropriate technical and organizational measures—subject to Partner’s review—to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage. These measures may include pseudonymization, encryption, system resilience, timely restoration of access, and regular effectiveness assessments, considering technological developments and implementation costs.
3. Ensure that all personnel with access to Personal Data are bound by confidentiality obligations. Network shall provide an adequate level of protection for any transferred Personal Data in accordance with Data Protection Legislation.
4. Assist Partner, at Partner’s expense, in responding to Data Subject requests and in complying with obligations related to security, breach notifications, impact assessments, and regulatory consultations. Partner remains responsible for handling Data Subject requests regarding access, correction, restriction, objection, erasure, or data portability.
5. Notify Partner without undue delay upon becoming aware of a Personal Data breach.
6. Upon termination or expiration of the Agreement, and within a reasonable timeframe, delete or make available for retrieval all relevant Personal Data in Network’s possession—unless retention is required by law. In such cases, Network shall continue to protect the data and limit processing to the minimum necessary.
7. Maintain complete and accurate records to demonstrate compliance with this section.

Partner consents to Network appointing third-party processors ("Sub-processors") for Personal Data under this Agreement, including tracking platforms. Network confirms that it has entered or will enter into written agreements with Sub-processors that are substantially similar to the terms of this Agreement. Network remains fully liable for all acts and omissions of its Sub-processors.

Network may update or add Sub-processors with at least thirty (30) days’ notice via email. Partner may object in writing within five (5) business days of such notice, provided the objection is based on reasonable data protection concerns. The parties will discuss the objection in good faith. If no resolution is reached and Network cannot offer an alternative Sub-processor, Partner may terminate the Agreement as its sole and exclusive remedy.

Miscellaneous

Except as stated in this GDPR Addendum, the Agreement remains in full force and effect. In the event of a conflict between the Agreement and this Addendum, the terms of the GDPR Addendum shall prevail.

Any claims brought under this GDPR Addendum are subject to the terms and conditions of the Agreement, including its exclusions and limitations of liability.

Schedule 1: Processing, Personal Data, and Data Subjects

Details of Data Processing

1. Subject Matter: The processing of Partner Personal Data under this GDPR Addendum.
2. Duration: Until termination of the Agreement in accordance with its terms.
3. Purpose: To provide Services to Partner and fulfill Network’s obligations under the Agreement and this Addendum.
4. Nature of Processing: Network provides performance marketing solutions and related services, processing Partner Personal Data per Partner’s instructions.
5. Categories of Data Subjects:
   1. Partner’s employees, agents, advisors, freelancers (natural persons);
   2. Partner’s authorized end-users.
6. Types of Personal Data: Identification and contact data, financial information, IP addresses, device identifiers, and other data as determined by Partner.
7. Sensitive Personal Data: Partner shall not transmit any Sensitive Personal Data (as defined under Data Protection Legislation) to Network.