Seller MOU

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 (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 Party and collectively as the Parties.


I. Services to be provided by ShopClues:

II. Obligations of the Merchants

III. Representation & Warranties of the Merchant

The Merchant hereby represents and warrants that:

IV. 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 In the event of any third party claim in relation to the products being traded by the Merchant on 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 Merchant acknowledges that the aforesaid remedies shall be addition to the right of ShopClues to terminate this MoU forthwith without any notice to Merchant.

V. 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.

VI. 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.

VII. 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.

VIII. Assignment

Merchant shall not be entitled to assigns its rights and obligations under this MOU without prior written consent of ShopClues. Annexure-1 To whomsoever it may concern SUB: CERTIFICATE OF AUTHENTICITY REF: MOU between ShopClues and Merchant This is in furtherance of Clause II sub Clause (5) of the Memorandum of Understanding between ShopClues and Merchant , whereby we , the merchant , do hereby certify that all goods made available by us for sale on the website are genuine and authentic .In view thereof , we undertake to provide to the customer, all warranties and guarantees of the products being sold on the site by us.Without limiting the generality of the foregoing, no product, information, or service ever manufactured, produced, distributed, published, used, provided, or sold by us, and no Intellectual Property ever owned, used, or developed by us, has infringed, misappropriated, or otherwise violated the Intellectual Property Rights of any third Party. Merchant Name: Accepted Time and Date: Accepted name : Accepted date: