Memorandum of Understanding

This Memorandum of Understanding (MOU) is made by and between:

Clues Network Private Limited, a private limited company incorporated under the laws of India having its corporate and registered office at Clues Network Pvt. Ltd, Building No. 112, Sector 44, Gurgaon, 122 001, Haryana, India operating ShopClues.com(hereinafter referred to as the ShopClues)

AND

The person (sole proprietor/company/partnership firm/limited liability partnership firm) who is accepting the terms and conditions of this MOU either himself or through a duly authorised signatory and who is legally allowed to do business in India (hereinafter referred to as the "the Merchant")

ShopClues and the Merchant are hereinafter individually referred to as Partyand collectively as the Parties.

WHEREAS

  1. The Merchant is in the business of selling products in the categories selected as part of this MOU

  1. ShopClues is involved in the business of providing e-commerce technology, internet marketing services, customer services, payment services, and fulfilment services to Merchants interested in selling their products on the internet, through the e-commerce technology platform & services offered by ShopClues.

  1. The Merchant, in view of increasing their sales, is desirous of using the services of ShopClues for selling their products online through ShopClues.com and fulfilment & delivery of the order.

  1. The Parties are desirous of recording the terms and conditions of their MOU for the purposes set out above subject to provisions and conditions set forth herein;

NOW THEREFORE, in consideration of the foregoing and the promises contained herein the Parties, hereto agree as follows:

  1. Services to be provided by ShopClues:

  1. Technology services: ShopClues offers an end-to-end E-Commerce technology platform that will allow the Merchant to set-up an online store on ShopClues.com. By doing this Merchant can upload their products on the site, manage various aspects of the online store on self-service basis, and make it available to buyers for purchase. The technology services also include complimentary use of business tools available on ShopClues.com through a specific login to be created by ShopClues for the Merchant.

  1. Internet Marketing Services: ShopClues runs intensive internet marketing services for the entire marketplace to drive traffic. ShopClues can also run specific internet marketing programs and traffic acquisition plans for the Merchant for a fee as decided by the ShopClues.

  1. Payment Services: Customers can make payments for their orders at ShopClues using payment options including credit card, debit card, net banking, EMI as well as COD (cash on delivery). ShopClues.com has created a wide network of payment gateways as well as companies handling COD.

  1. Order Fulfilment: ShopClues shall provide customer support services and shall ensure delivery and completion of the transaction.

  1. Obligations of the Merchants

  1. The Merchant shall agree, accept and be bound by ShopClues Privacy Policy, Terms of Use, Policies and Rules, and all agreements, terms and conditions, terms of use etc., that are duly communicated in writing to the Merchant or are displayed on the website %u201CShopClues.com%u201D from time to time and are updated from time to time, which are incorporated herein by reference.

  1. The Merchant shall pay the selling service fee and fulfilment service fee as agreed.

  1. The Merchant shall create an online catalogue of products and upload product listings in their online store at ShopClues.com. The Merchant acknowledges that he shall be solely responsible for the relevant reference numbers of the products and the Merchant shall create, acquire and upload legitimate and accurate catalogue data.

  1. The Merchant shall be responsible for maintaining and publishing all information relating to products on their online store and shall have non-exclusive right to display, advertise and offer for sale its products on the online platform. The product sold by the Merchant is genuine and new and is not old/used one or a counterfeit product.

  1. The Merchant shall ensure that the quality of the products is genuine, brand new, and they are legally allowed to be sold in India by the Merchant. The Merchant acknowledges that any and all liabilities arising in connection with any defect, fault or shortcoming in the product(s) including but not limited to infringement of intellectual property rights of any third party, shall be of the Merchant alone and ShopClues shall not be liable for the same in any manner whatsoever. The Merchant agrees to keep ShopClues harmless and indemnified in this regard.

  1. The Merchant shall regularly update product price and quantity and assumes any liability for the wrong price or product quantity/availability (in case product gets sold). ShopClues shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep ShopClues harmless and indemnified in this regard.

  1. The Merchant shall deliver the sold products to ShopClues fulfilment team within 72 hours or ship it directly to the customer if the prior approval has been obtained from the ShopClues within 72 hours after the order has been received.

  1. The Merchant shall be responsible for after sales service for the product and to handle any customer complaint regarding product quality and warranties. ShopClues shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep ShopClues harmless and indemnified in this regard.

  1. All tax related liabilities and other liabilities including but not limited to sales tax, KYC etc. relating to the sale of the product shall be responsibility of the Merchant. ShopClues shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep ShopClues harmless and indemnified in this regard.

  1. Strictly refrain from uploading any pornographic material, socially and politically objectionable items, adult/mature content or products, any other material which are of restricted nature / require license like alcohol etc. and any material protected by copyright, trademark, patent or trade secret or other laws without the permission of the author or owner. ShopClues shall not be liable for the same in any manner whatsoever and the Merchant agrees to keep ShopClues harmless and indemnified in this regard.

  1. The Merchant shall ensure that the product pricing on ShopClues.com will be same or less as available on any other site on the internet including Merchant's own site.

  1. The Merchant agrees to bear the cost of both the forward shipping and reverse shipping for the items sold as Cash on Delivery and returned due to no claim by the buyer. The Merchant further agrees to bear the cost of two way shipping and restocking charges in the event of product being delivered is significantly different from listing description.

  1. The Merchant agrees to be bound by the ShopClues Return Policy to accept the items returned by customers.

  1. The Merchant agrees to respond to RTO Orders Delivered to You within 48 hours. All the RTO order will be send directly back to you. An automated mailer will be sent out every day with the list of orders. In case of any discrepancy you must respond within 48 hours to ShopClues Merchant Support.

  1. The Merchant agrees to pay the selling service fee if the Merchant is unable to deliver or ship a sold item within SLA or unable to fulfil the order.

  1. The Merchant acknowledges that all payments by ShopClues to the Merchant shall be after deduction of any money due from the Merchant to ShopClues including selling fees, fulfilment fees, return charges against any other orders, etc.

  1. Merchants are not eligible to be a part of the ShopClues affiliate program. Any direct or indirect association with an affiliate will be a violation of policy and lead to permanent suspension of the merchant's account.

  1. Representation & Warranties of the Merchant

The Merchant hereby represents and warrants that:

  1. it has the full right, power and authority to enter into this Agreement and perform its obligations hereunder;

  1. its execution, delivery and performance of this Agreement, and ShopClues exercise of rights under this Agreement, will not conflict with or result in a breach or other violation of any agreement or other third party obligation by which it is bound;

  1. it will comply with all applicable Laws in its performance of this Agreement in connection with the offering and sale of all products and services offered and/or sold through the ShopClues.

  1. it has necessary legal rights to publish the products, pictures, data and other details published by the Merchant on Shopclues.com including any trademarks, logos or devices forming part of the same and is not putting up any details as mentioned in this MOU or otherwise on ShopClues.com which may result in a third party claim against ShopClues or its directors, members, officers and employees or other merchants/vendors.

  1. Indemnity

The Merchant agrees to defend and hold ShopClues and its affiliated and related entities, and any of their shareholders, officers, directors, agents and employees harmless from and indemnified against any claims, lawsuits, penalties and damages arising out of any breach by Merchant of this MOU or the representations and warranties contained in this MOU or of any terms and conditions and/or policies of ShopClues as available on ShopClues.com. In the event of any third party claim in relation to the products being traded by the Merchant on ShopClues.com which is caused due to default of the Merchant, the Merchant shall, on demand, pay liquidated damages of INR 500,000 or the total value of the claim made and legal expenses incurred by ShopClues in defending such claim, whichever is higher ('Merchant LD'). The Merchant LD shall be in addition to and not in derogation of any other rights and remedies that ShopClues may have under law, this MOU or equity.

In the event of a third party claim, specifically in relation to infringement of intellectual property rights of such third party, ShopClues shall be entitled to provide all details of the products, Merchant, sales completed or pending, deliveries made as may be required by such third party or mandated by an order or judgment of any court or other judicial or quasi judicial authorities and Merchant shall be under an obligation to ensure that ShopClues is not a made a party to any such third party claims as described herein and shall promptly and unilaterally take adequate steps to absolve ShopClues from any liability of any nature whatsoever, either present or anticipated.

Merchant acknowledges and agrees that ShopClues may at its sole discretion hold, suspend or debit an amount from Merchant's payment as compensation, in the event Merchant has been found to be in breach of its obligations or warranties under this MoU or it has been alleged by a third party that the Merchant is in breach of policies of ShopClues.com. Merchant acknowledges that the aforesaid remedies shall be addition to the right of ShopClues to terminate this MoU forthwith without any notice to Merchant

  1. Termination

Without prejudice to any other remedies BOTH PARTIES shall have the right, at any time, to terminate this MOU forthwith, by giving a notice in writing to the OTHER PARTY.

  1. Governing Law and Jurisdiction

This MOU shall be governed by and construed in accordance with the law of India and the parties hereto submit to the exclusive jurisdiction of the courts at Gurgaon, India.

  1. Electronic Execution

This MOU is being executed electronically and each Party recognizes that the same is validly executed under the Information Technology Act, 2000 and shall form a binding agreement between the Parties and no Party shall claim invalidity of this MOU merely on the grounds that this MOU is being executed electronically. For the aforementioned purposes, the Parties hereby agree that this MOU is being concluded and executed at Gurgaon.

  1. Assignment

Merchant shall not be entitled to assigns its rights and obligations under this MOU without prior written consent of ShopClues.