‘TIS AGREEMENT IS AN ELECTRONIC RECORD IN"TSRMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THERE UNDER AS APPLICABLE AND THE AMENDED PROVISIONS PERTAINING TO ELECTRONIC RECORDS/DOCUMENTS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000. THIS IS A COMPUTER GENERATED ELECTRONIC [RECORD AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL, SIGNATURES. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. TERMS AND CONDITIONS MENTIONED IN THE AGREEMENT ARE A BINDING CONTRACT BETWEEN SNAPDEAL, REFFERRED HEREIN BELOW AND YOU (SELLER), THE TERMS ARE EFFECTIVE UPON ACCEPTANCE AND WILL GOVERN THE RELATIONSHIP BETWEEN YOU (SELLER) AND SNAPDEAL, INCLUDING THE LISTING, MARKETING, SALE AND SUPPLY OF ANY PRODUCTS ‘THROUGH WEBSITE WWWSNAPDEALCOM. IF THESE TERMS CONFLICT WITH ANY OTHER DOCUMENT/RECORDS, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL PREVAIL UNLESS ANS UNTILL EURTHER CHANGE /MODIFICATIONS NOTIFIED BY SNAPDEAL. ‘SNAPDEAL MARKETING AND DISTRIBUTION AGREEMENT For the purpose ofthis agreement, the individual or any legal entity (company, sole-proprietorship, partnership, HUF etc) representing itself through its duly appointed authorized signatory only, ‘who has fled the information at the lnk (hitp://swwue.snapdeal.com/offars/vendar-vrf) shall be construed as " Selle", who declares himself legally competent to enter this agreement, The Company presume that a person who has entered its detallin the above link is legally competent to bind the seh person or legl entity and that person oF legal entity shall he bound by terms and conditions of this agreement Here the expression “Seller” shall unless it be repugnant to the Context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns) ofthe First Pare, AND Jasper Infotech Private Limited, 2 company incorporated under the Companies Act, 1956, having 185 Corporate office at Building No- 246, 1. Floor, Okhla Industral Estate Phase-tl, New Delhi 110020 (hereinafter referred to as, “Snapdea’. which expression, unless it be repugnant to the context or meaning thereof, shall he deemed t» mean and include al its successors and permitted assigns) ofthe Second Part (Soller and Snapdeal may be referred to as Party’ individually and as ‘Parties collectively, as the contest may require). RECITALS Snapdeal caries on the business inter alia ofthe business of sales promotions, marketing, flflment Services, and collection services. Snapdeal owns a website which Is an online market place, where users of the Website can place order/{s) on various listed Seller to fulfil the same. Snapdeal's roe is limited to managing Website (defined befow) over section which the productsare displayed and other Incidental services are provided to enable the transactions between the Sellers andthe Buyers. NOW ITIS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 4, Definitions: i, "Buyer" shall mean a user of the Website who places an Order on the Seller listed on the ‘Website for products or services. li "Order" shall mean a binding purchase order placed by a Buyer on the Seller through for ‘supply of products or services. li, "Website" means ‘worw-snapdeal com’ and instances ofthe same iv. “Seller Panel” means a unifarm resource locator ("URI") provided by Snapdeal to Seller ‘witha unique login and password to update the order status, price and inventory on the same. ‘ORDER MANAGEMENT: 2, Snapdeal reserves the right to select the products tobe displayed on its Website, Sapdeal also reserves the right to determine the Sellers who may'sell on the Website,3. __Snapieal shall receive Orders forthe products displayed distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel {tothe Seller. nthe event payments are colleced by Snapeleal on behalf of te Seller, in the mode/s as conveyed tothe Buyers, the same will be collected while acting as an agent of the Seller with the soe intent of facilitating the transactions ofthe Seller. 4. Snapdeal shall provide the necessary backend infrastructure, tke call centre, order ‘management system, etc, for capturing the Buyer/order details placed on the Sellers, Orders placed. by Buyer wil be forwarded to the Seller for packaging and dispatch of prodicts tothe end Suyers ‘Snapdeal wll separately inform the Seller regarding the modalities Involved to access the Orders of Buyers, by way of direct access through a “Seller Panel’ and packaging guidelines shall be shared. through e-mail. Seller shall provide content & images (legally owned by it) of its products to be displayed ot Website. Seller will update the dispatch details on the Seller Pancl provided by Snapdeal or any other mode as may be notified by Snapdeal from time to time. corresponding inves nvr of buyer within 2) orang cave, nese dear willbe immediatly informed by Sl long wt he epee tine of patch hart boner may be appropriately normed Incase Ser a to ae he produ Nady fo dnaes ger ‘within the period as ltd above, tape wil be noneceles be ented te Geran {nthe product sage tain this Agreement. However Seer apres to pacage meee oduct sity as pe the mandate anor any guidelines sven ty napalm tne tne Baler also undertakes that shall ot promote fs product services fers, pacage tt he Buyer direct, indizecy and for through emal sms or anyother electronic or physical mode, FINANCIAL TERMS: 5. On receipt of the Order, Seller will make the products ready for dispatch slong with \ 6. The Seller agrees and acknowledges that it will pay the marketing fees, courier fees and Payment collection fees as mentioned in Commercial Term Segment mentioned at Annexure: 1 for all the orders received through Snapdeal, 7. Seller shall quote best, lowest and competitive prices (inclusive ofall applicable taxes) of the products to be displayed on the Website, Seller willbe responsible fr payment of al plicable ‘sales tax/AT. Seller authorizes Snapdeal inthe capacity of marketing agent to discover and display the marker price payable by the Ruyer, basis the competitive peeing prevalent n the market Seller shall be communicated ofthe market price and shall abide by that price as may be discovered or displayed by Snapdeal from time to time, However, Seller will have full right to withdraw the products from Website, iit disonts with price discovered by Snapdeal and has notified the same to Snapdeal All such withdrawals will tke effect within 12- 24 hours from notification to the Sapdeal, Snapdeal further reserves the right to run promotions offering several benefits/discounts tthe Buyer an the Website 8. __Snapideal shall release the payment onthe following basis Le, the products delivered during the period from 1+ t0 7, s 015%, 16 to 23s of every month and from 24+ to end of the month Snapdcal shall make the payment by way of account payee cheque /RTGS/ NEFT on 1725+ of ‘same month, and 3- & 11+ of the next month, respectively after deducting Snapdeal's fee as per Commercial Term Segment. LOGISTICS AND CONSUMER RIGHTS: 9. The ownership in the products will be transferred to the Buyer after successful delivery at the destination provided by Buyer, until which the ownership in the product shall be with Seller ‘only, As a large market place, Snapdeal will extend ite services to Sellers by giving mandates to logistic partner for facilitating the smooth functioning of the transaction hetween the Seller and ‘Buyer. Any damage in transit on account ofinadequats/unsuitable packaging will be to the account, of Seller. However, any damage tothe pruduct in transit die to mishandling by the logistic partner, Snapdeal wil facilitate the recovery from logistic partner. ll orders placed on Website are covered under “TrustPay 100% Moneyback Guaratnee" programme; hereby Seller agrees to fulfil thecommitments made tinder the abovementioned programme specified at the Website at URL “The said programme protects Buyer against inadequate oenon-performance by Selle 10. The Seller hereby agrees to accept all sales return COD (Cash on Delivery) or Non COD (Non- Cash on Delivery}, which are refused not accepted by the Buyer at the time of delivery 11, Seller will offer standard manufactures or seller warranty actually associated with the products. However, the Parties agree that repair, replacement or 100% (one hundred percent) ‘refund of money will be given to the Buyer against manufacturing defect or damage, Seller skal Issue a suitable, duly stamped, manufacturer's warranty card to the Buyer with the product atthe ‘me of dispatch of the products, if applicable. The Parties also agroe and acknowledge that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at alltimes, INTELLECTUAL PROPERTY RIGHTS: _/12___ Seller recognizes and confirms that Soapdeal has the exclusive right to supervise allow and ‘eject the contents of the Website. Snapdeal shall not be lable for contents and images shared uploaded or displayed on website by Seller regarding Its products and all consequent lability will bbe bore by Seller only 18, Seller hereby grants to Snapdeal the right to display/delist the product (as updated or to be ‘updated by the Seller on the Seller panel at any/all times) and/or related logo andor trademark and/or brand name, etc owned by itor its business associates for marketing/seling through the Website Seller represents that ithas the necessary rights to grant such permission to Snapdeal and agrees to indemnify Snapdeal in respect of any claims, damages, losses etc, arising out of oF in "Connection with violation ofthe same. 14, Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Snapdeal, and Seller will not use for its own purpose or distribute it in any form or means except for the purpose of this agreement and shall keep it confidential at all times Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of Snapdea’s website ‘wwwsnapdealcom or any other Information which is treated 2s confidential by Snapdeal, and any other information received oF to be received by Seller which is agreed to be treated under the same terms. The Seller also ‘undertakes to fully indemnify Snapdeal against the hreach of this clause [REPRESENTAION AND WARRANTIES: 45. Seller shall, at all times and to the complete satisfaction of Snapdeal and without demur indemnify and hold Snapdeal harmless for any and all claims, demands, lawful action suits or proceedings, liabilities, loses, casts, expenses (including legal fees) or damages asserted against ‘Snapdeal by the Buyer or any third party arising out of Seller's actions or omissions in connection ‘withthe sae of Seller's products and their performance during the period ofthis arrangement and for the products sold, even after the termination of tis agreement. Seller represents and warrants ‘that it sa legal entity engaged ina legitimate and lawl commercial enterprise & activity, having all regulatory approvals required to run the similar business and daing regular compliances with applicable provisions of laws. 16. Soller hereby declares & confirms that it deals in original, legitimate and genuine quality products which are either selfmanufactured and/or procured fom the legitimate channel following all legal requirements. Seller further declares that it shall not violate the intellectual property rights of any thie party and for any breach or violation of such intellectual rights it shall be solely responsible 17, Seller acknowledges and agrees its use of the Website and/or the Seller Panel shall be in accordance with all applicable laws, including but not limited to the Information Technology Act, 2000 and Information Technology (Intermediaries guidelines) Rules 2011.