RESELLER AGREEMENT

This Reseller Agreement (the "Agreement") is made available by Tazah Global L.L.C FZ (hereinafter referred to as the "Agent"), a limited liability company duly incorporated and registered under the laws of the United Arab Emirates, with license number 2305575.01, operating under the name "myzambeel", with its registered office located at Business Center 1, M Floor, The Meydan Hotel, Nad Al Sheba, Dubai, U.A.E.

This Agreement applies to any individual or entity (hereinafter referred to as the "Reseller") who accesses, registers on, or uses the Agent's website and services, and confirms acceptance of this Agreement electronically.

BY CLICKING "I AGREE", "ACCEPT", OR BY USING OR CONTINUING TO USE THE SERVICES, THE RESELLER CONFIRMS THAT THEY HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, WITHOUT THE NEED FOR A PHYSICAL OR BILATERAL SIGNATURE.

RECITALS:

WHEREAS the Agent is engaged in the business of providing drop-shipping services catering to a clientele primarily composed of resellers who manage their own websites or e-stores;

WHEREAS the resellers take orders for products on their websites or e-stores and the Agent fulfils the order by sourcing, packing and delivering the products directly to the end customers;

WHEREAS the Reseller has expressed an interest in and is desirous of entering into an agreement with the Agent to advertise the Products to Customers without holding any inventory; and

WHEREAS the Agent has agreed to engage the Reseller and has agreed to fulfil the order by sourcing, packing and delivering the Products directly to the Customers on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1. In this Agreement, unless the context otherwise requires, the following terms shall have the following meanings:

"Confidential Information" means any information of a confidential nature including, without limitation, business and financial data, technology, specifications, and all other information obtained by either party during the term of this Agreement;

"Customer" shall mean any individual or entity that places an order on the website or e-store of the Reseller for the Products.

"Effective Date" means the date of commencement of this Agreement as set forth above; and

"Products" means the products specified in the catalogue of products on the following website "myzambeel.com" and made a part of this Agreement by reference.

2. KYC AND AML REQUIREMENTS

2.1. Compliance with Laws: The Reseller agrees to comply with all applicable laws and regulations relating to Know Your Customer (KYC) and Anti-Money Laundering (AML) in the United Arab Emirates, including but not limited to regulations set forth by the UAE Central Bank, the UAE Financial Intelligence Unit, and any other relevant authorities.

2.2. Record-Keeping: The Reseller agrees to maintain accurate records of all transactions and customer information for a minimum period of 5 years or as required by UAE law. These records shall be made available to the Agent and relevant authorities upon request.

2.3. Reporting Obligations: The Reseller shall report any suspicious transactions or activities that may indicate money laundering, terrorism financing, or other illegal activities being carried out by the Customer to the Agent without delay.

2.4. Audit and Inspection: The Agent reserves the right to conduct periodic audits and inspections of the Reseller's records and practices to ensure compliance with KYC and AML requirements. The Reseller agrees to cooperate fully with such audits and provide all necessary documentation and information.

2.5. Fraudulent Activity: By signing this Agreement, the Reseller agrees and acknowledges that he will not carry out any fraudulent activity with respect to Agent's Products. If the Reseller engages in any fraudulent activity, including but not limited to the use of funds from stolen credit cards or any other activities that is in violation of applicable laws or any AML regulations to advertise or promote the Agent's products, the Agent shall not be held liable for any consequences arising from such actions. The Reseller hereby agrees to indemnify, defend, and hold harmless the Agent from any claims, damages, losses, liabilities, costs, and expenses (including legal fees) arising out of or related to the Reseller's fraudulent activities.

2.6. Sanctions Compliance: The Reseller agrees to screen Customers against international sanctions lists and comply with all relevant sanctions regulations. The Reseller shall not engage in any transactions with individuals or entities that are subject to sanctions by the UAE, the United Nations, or other relevant authorities.

2.7. Breach and Termination: Any breach of the KYC and AML requirements set forth in this Agreement shall constitute a material breach, giving the Agent the right to terminate this Agreement immediately upon notice to the Reseller.

3. ORDERS AND FULFILLMENT

3.1. Order Placement. After execution of this Agreement, the Reseller shall place orders for Products via electronic means.

3.2. Invoice. The Reseller shall electronically invoice the Customer for the Product as per the order of the Customer and will share this invoice with the Agent. The Agent shall invoice the Reseller for the Product and services provided by the Agent to the Reseller which will be a tax invoice.

3.3. Order Fulfillment. Upon receipt of an order from the Reseller, the Agent agrees to process and ship the Products directly to the Customer. The Agent shall provide tracking information to the Reseller upon shipment.

3.4. Liability: The Agent's liability to the Reseller and shall be limited to the value of the Product and services charged to the Reseller.

4. COMPENSATION AND COMMISSION

The Agent shall disburse to the Reseller, the amount charged by the Reseller on the sale of the Products. The disbursement shall be calculated based on the net sales amount, excluding any applicable taxes, shipping fees, and returns.

5. REFUNDS AND REPLACEMENTS

5.1. The Reseller agrees that at all times during the term of this Agreement, the Reseller shall highlight to the Customer refund and replacement policies that are identical to those listed by the Agent on the Agent's website from time to time for the Agent's products. The Reseller shall ensure that these policies are clearly and accurately conveyed/advertised to the Customer and shall not introduce any terms or conditions that deviate from or conflict with the Agent's stated policies.

5.2. Gold and Diamond plans are non-refundable as as soon as the reseller purchases them, we open all our gold catalog and entire experience is given to the reseller so we don't allow refunds after they are purchased. If you have any questions, please ask your account manager beforehand.

6. CUSTOMER SUPPORT

6.1. Provision of Customer Support: The Agent agrees to provide customer support services to the Customers in accordance with the terms specified in this Agreement. These services shall include, but are not limited to, addressing customer inquiries, resolving issues, and ensuring overall customer satisfaction.

6.2. Reporting and Feedback: The Agent agrees to maintain accurate records of customer support interactions and to provide reports to the Reseller detailing the nature and resolution of customer issues. The Agent shall also facilitate feedback mechanisms to continuously improve the quality of customer support services.

7. CROSS-BORDER PAYMENT

7.1. International Payments: If the Reseller is based out of UAE and Pakistan, all payments will be executed directly from the Agent's registered account in UAE to the Reseller's account. These transactions will adhere to the regulations and requirements of the relevant financial authorities to ensure secure and efficient processing.

7.2. Domestic Payments: Payments within Pakistan will be processed under the contract with a designated disbursement agent. This arrangement ensures that all local transactions are managed in compliance with Pakistani financial regulations and are handled securely and efficiently.

7.3. Compliance and Security: Both international and domestic payment processes will comply with all applicable laws and regulations.

7.4. Notification of Changes: The Agent will promptly notify the Reseller of any changes to the payment processing arrangements, including updates to the contract with the disbursement agent or changes in regulatory requirements that affect payment procedures.

8. EXCHANGE RATES AND TRANSACTION FEES

8.1. Exchange Rates: For payments made in a foreign currency, the prevailing exchange rate at the time of the transaction, as determined by the financial institution processing the payment, shall apply. The Agent shall not be liable for any fluctuations in exchange rates that may occur between the time of payment initiation and the completion of the transaction.

8.2. Transaction Fees: Any transaction fees associated with foreign currency payments are levied by the receiving bank and are beyond the control of the Agent. The Agent shall not impose any additional charges for currency conversion or the disbursement of funds. The Reseller acknowledges and agrees that they are solely responsible for any such fees imposed by their own financial institutions.

8.3. Transparency: The Agent commits to providing full transparency regarding any known fees and exchange rate policies at the time of transaction initiation. Any queries or clarifications regarding fees should be directed to the receiving bank.

8.4. Acknowledgment: By entering into this Agreement, the Reseller acknowledges and agrees to the terms related to exchange rates and transaction fees as outlined herein.

9. TAX OBLIGATION

9.1. Compliance with Tax Laws: The Agent strictly adheres to all applicable tax laws in the United Arab Emirates. The Reseller agrees to comply with all relevant tax regulations, including but not limited to the Value Added Tax (VAT) as per Federal Decree-Law No. 8 of 2017 on Value Added Tax and any other applicable federal or emirate-specific tax laws. The Reseller agrees that in the event, the Agent is required to make any VAT payment the onus of which is on the Reseller, the Reseller shall promptly reimburse the Agent for that amount. In case the Reseller fails to reimburse the said amount, the Agent shall have the right to deduct it from the next payment to the Reseller.

9.2. Tax on Services and Supplies: All services and supplies provided by the Agent to the Reseller, under this Agreement will be subject to taxation in accordance with the local UAE tax laws. The applicable tax rate will be applied to the total value of taxable supplies as required by the relevant tax authorities.

9.3. Invoicing and Tax Documentation: The Reseller shall ensure that all invoices and financial documents related to the transactions under this Agreement reflect the appropriate tax obligations. This includes clearly itemizing the VAT amount and ensuring that all invoices are compliant with UAE tax regulations.

9.4. Indemnification for Tax Liabilities: The Reseller agrees to indemnify, defend, and hold harmless the Agent from any and all tax liabilities, penalties, and interest arising from his own non-compliance with applicable tax laws and regulations.

10. TECHNOLOGY AND DATA PROTECTION

10.1. Data Protection Commitment: The Agent and Reseller jointly affirm their commitment to data protection and fraud prevention. The Reseller agrees to comply with all applicable local laws and regulations related to the safeguarding of customer data and privacy.

10.2. Compliance with Local Laws: The Agent and Reseller shall implement measures to ensure compliance with local laws and regulations governing data protection, including but not limited to the UAE's Federal Decree-Law No. 45 of 2021 concerning the protection of personal data (the "UAE Data Protection Law"). Such measures shall include the adoption of appropriate technical and organizational measures to protect against unauthorized access, use, or disclosure of customer information.

10.3. Security Measures: The Agent and Reseller shall implement robust security measures to protect against data breaches and fraudulent activities. These measures may include encryption, access controls, regular security assessments, and employee training on data protection best practices.

10.4. Confidentiality: Both parties shall maintain the confidentiality of Customer information obtained in the course of their business relationship and shall use such information solely for the purposes of fulfilling their obligations under this Agreement.

10.5. Notification of Breaches: In the event of any actual or suspected data breach or fraudulent activity involving customer data, one party shall promptly notify the other party and shall take immediate steps to mitigate the impact of the breach and prevent further unauthorized access or use of the data.

10.6. Indemnification: The parties agree to indemnify and hold harmless the other party from any claims, damages, or liabilities arising out of or related to any breach of data protection laws or regulations by either party, provided that such breach was not caused by the other party's negligence or misconduct.

10.7. Term of Data Retention: The parties shall retain customer data only for as long as necessary to fulfill the purposes for which it was collected or as required by law. Upon termination of this Agreement, the parties shall promptly return or securely dispose of any Customer data in its possession in accordance with applicable data protection laws and regulations.

11. TERM AND TERMINATION

11.1. Term. This Agreement shall commence on the date first written above and shall continue for a period of one year, unless earlier terminated in accordance with this Agreement. The Agreement shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

11.2. Termination. Either party may terminate this Agreement with or without cause by providing thirty (30) days written notice to the other party. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party.

12. CONFIDENTIALITY

12.1. Confidential Information: Both parties acknowledge that during the term of this Agreement, they may receive Confidential Information.

12.2. Obligation of Confidentiality: The receiving party shall:

12.2.1. Keep all Confidential Information strictly confidential and not disclose it to any third party without the prior written consent of the disclosing party;

12.2.2. Use the Confidential Information solely for the purposes of fulfilling its obligations under this Agreement;

12.2.3. Implement reasonable security measures to protect the confidentiality of the Confidential Information; and

12.2.4. Notify the disclosing party immediately upon discovery of any unauthorized use or disclosure of Confidential Information.

12.3. Exceptions: The obligations of confidentiality under this clause shall not apply to information that:

12.3.1. Is or becomes publicly known through no fault of the receiving party;

12.3.2. Is received from a third party without breach of any obligation of confidentiality;

12.3.3. Is independently developed by the receiving party without use of the disclosing party's Confidential Information.

13. GENERAL PROVISIONS

13.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of United Arab Emirates, without giving effect to any choice or conflict of law provision or rule.

13.2. Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.

13.3. Notices: All notices, requests, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed delivered when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; or upon confirmed receipt, if sent by international courier.

13.4. Amendment and Waiver: No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

13.5. Severability: If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such finding shall not affect the other terms or provisions hereof, which shall remain in full force and effect.

13.6. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and negotiations, whether written or oral.

ELECTRONIC ACCEPTANCE AND EFFECTIVE DATE

This Agreement becomes effective on the date the Reseller electronically accepts the Agreement through the Agent's website. Such electronic acceptance shall constitute valid and binding consent under applicable laws, including UAE electronic transactions regulations.

NO REQUIREMENT FOR PHYSICAL SIGNATURE

The Reseller acknowledges and agrees that:

• This Agreement does not require physical, handwritten, or bilateral signatures;
• Electronic acceptance constitutes valid execution of this Agreement;
• The Agent is not required to countersign this Agreement for it to be legally binding.

IN WITNESS WHEREOF, this Agreement is deemed executed and legally binding upon electronic acceptance by the Reseller.

Agent: Tazah Global L.L.C FZ Operating as "myzambeel"