This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Shopclues Affiliate Program (the "Program"). As used in this Agreement, "we", "us", or "our" means Clues Network Private Limited (hereinafter referred to as 'Shopclues') and "you" means the applicant. Shopclues means, collectively, the Shopclues.com (hereinafter also referred to as "Site") website, the Shopclues mobile website and Shopclues mobile application. "Your site" means your website which you will link to the Shopclues Site (and which you will identify in your Program application).

This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures. This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and affiliate program agreement for access or usage of (http://www.shopclues.com/) website.

BY CHECKING THE BOX, YOU ARE INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AFFILIATE AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE SHOPCLUES WEBSITE, YOU (A) AGREE TO BE BOUND BY THIS AFFILIATE AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS OPERATING AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE IN LAWFUL CAPACITY, ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR) AND THAT YOU ARE AND WILL REMAIN IN COMPLIANCE WITH THIS OPERATING AGREEMENT, INCLUDING AFFILIATE PROGRAM PARTICIPATION REQUIREMENTS. IN ADDITION, IF THIS AFFILIATE AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS OPERATING AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS OPERATING AGREEMENT .

Participation in the Program is limited to parties that can lawfully enter into and form contracts under the applicable law. For example, you have to be 18 years or above to enroll in this Program. To begin the enrollment process, you will submit a complete Program Application via the Shopclues Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the Program. Unsuitable sites include, but are not limited to, those that:

• Advertise misleading/wrong or incorrectly priced offers/deals running on Shopclues.
• Use affiliate links on illegal audio/video download sites.
• Promote affiliate links or any third party links via use of paid ads on search engine result pages and social media websites by bidding on the trademarks of Shopclues.com or any variation or misspelling of any trademark of Shopclues.com.
• Promote pornography and sexually explicit material or promote violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
• Include any trademark of Shopclues.com, Inc. or its affiliates in any username, group name, or other identifier on any social networking website.
• Use links or URLs which are not published by the Shopclues Site or by Shopclues Affiliate Program.
• Add products directly to the customer's cart using scripts or any tools.
• Otherwise violate any intellectual property rights of third parties.

If we determine that you have not complied with any requirement or restriction provided in the Program or any other applicable policies or that you have otherwise violated this Agreement, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under this Agreement, terminate this Agreement, or both. In addition, if we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program at a later period, we may terminate this Agreement with immediate effect without any notice including withholding all your pending commission payments, with or without notice, as may be determined in sole discretion of Shopclues.com.

You will ensure that the information in your Program application and otherwise associated with your account, including your email address and other contact information and identification of your site, is at all times complete, accurate, and up-to-date. We may send notifications (if any), approvals (if any), and other communications relating to the Program and this Operating Agreement to the email address then-currently associated with your Program account. You will be deemed to have received all notifications, approvals, and other communications sent to that email address, even if the email address associated with your account is no longer current.

The purpose of this Affiliate Program is to permit you to create a platform through your publisher by placing the advertisement on your site, of the products and the Site, thereby promoting the products and the site. This program is restricted only for promoting the Site and Products through the Affiliate Program.

For the purpose of tracing the transaction of purchase of Products from the Site under this Agreement, you must record data under the Affiliate Program by generating transaction identification or through the tracking medium/ platform provided by Shopclues.

In order to facilitate your advertisement of Products, we may make available to you data, images, text, link formats, widgets, links, and other linking tools, and other information in connection with the Program ("Content"). Content specifically excludes any data, images, text, or other information or content relating to products offered on any site other than the Site.

After you have been notified that you have been accepted into the Program, you may display Special Links on your site. "Special Links" are links to the Shopclues Site that you place on your site in accordance with this Agreement, that properly utilize the special "tagged" link formats we provide, and that comply with this Agreement. Special Links permit accurate tracking, reporting, and accrual of advertising fees.

You may earn advertising fees only as described in Section 7 of this Agreement and only with respect to activity on the Shopclues wesbite occurring directly through Special Links. We will have no obligation to pay you advertising fees if you fail to properly format the links on your site to the website as Special Links, including to the extent that such failure may result in any reduction of advertising fee amounts that would otherwise be paid to you under this Agreement.

By participating in the Affiliate Program you agree to obey the requirements and restrictions applicable to you, which have been more specifically mentioned below. From time to time, we may modify the participation requirement without specifically notifying the same to you.

You will be solely responsible for your site, including its development, operation, and maintenance and all materials that appear on or within it. For example, you will be solely responsible for:

We will have no liability for these matters or for any of your end users' claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates, partners, associates and licensors, and our and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) relating to (a) your site or any materials that appear on your site, including the combination of your site or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, and all other matters described in this Section 5; (c) your use of any Content, whether or not such use is authorized by or violates this Agreement, any Documentation, or applicable law; (d) your violation of any term or condition of this Agreement or any Documentation; or (e) your or your employees' negligence or willful misconduct.

We will process orders placed by customers who follow Special Links from your site to the Shopclues Site. We reserve the right to reject orders that do not comply with any requirements on the Shopclues Site, as they may be updated from time to time. We will track Qualifying Purchases (defined in Section 8) for reporting and advertising fee accrual purposes and will make available to you reports summarizing those Qualifying Purchases.

We will pay you advertising fees on Qualifying Purchases in accordance with Section 8 and the Affiliate Program Advertising Fee Schedule. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent advertising fees payable to you under this Agreement. Subject to the exclusions set forth below, a "Qualifying Purchase" occurs when (a) a customer clicks through a Special Link on your site redirecting to the Shopclues Site; (b) Same customer adds a Product to his or her shopping cart and places the order for that Product no later than ___1_ day following the customer's initial click-through; and (c) the Product is shipped to, and paid for by, the customer.

Qualifying Purchases exclude, and we will not pay advertising fees on any of, the following

"Prohibited Paid Search Placement" means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. "Proprietary Term" means keywords, search terms, or other identifiers that include the word "shopclues', or any other trademarks of Shopclues or variations or misspellings of any of those trademarks (e.g., "shopclue," shoclues,"). "Redirecting Link" means a link that sends users indirectly to the Shopclues Site via an intermediate site or webpage and without requiring the user to click on a link or take some other affirmative action on that intermediate site or webpage. "Search Engine" means Google, Yahoo, Bing, or any other search engine, portal, sponsored advertising service, or other search or referral service, or any site that participates in any of their respective networks. "Bulk Order" means multiple orders placed by a single account on the same product. Bulk orders shall not be eligible for the applicable fee under this agreement.

We will pay you advertising fees/service fee on a monthly basis for Qualifying Purchases shipped, streamed, or downloaded (as applicable) in a given month, subject to any applicable withholding or deduction described below.

Customers who buy products through this Program are customers of the Shopclues Site with respect to all activities they undertake in connection with the Site. Accordingly, as between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the Site will apply to those customers, and the same may be changed at any time.

You will not issue any press release or make any other public communication with respect to this Agreement, your use of the Content, or your participation in the Program. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. You must, however, clearly state the following on your site: "[Insert your name] is a participant in the Shopclues Affiliates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to www.shopclues.com"

Subject to the terms of this Agreement and solely for the limited purposes of advertising Products on, and directing end users to, the Shopclues Site in connection with this Program, we hereby grant you a limited, revocable, non-transferable, non-sub licensable, non-exclusive, royalty-free license to (a) copy and display the Content solely on your site; and (b) use only those of our trademarks and logos that we may make available to you as part of Content (those trademarks and logos, collectively referred to as "Shoplcues Marks") solely on your site and in accordance with this Agreement.

The license set forth in this Section 11 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this Agreement or otherwise upon termination of this Agreement. In addition, we may terminate the license set forth in this Section 11 in whole or in part upon written notice to you. You will promptly remove from your site and delete or otherwise destroy all of the Content and Shopclues Marks with respect to which the license set forth in this Section 11 is terminated or as we may otherwise request from time to time.

Other than the limited licenses expressly set forth in Section 11, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to, the Program, Special Links, link formats, Content, any domain name owned or operated by us or our affiliates, Operational Documentation, our and our associates/partners' trademarks and logos (including the Shopclues Marks), and any other intellectual property and technology that we provide or use in connection with the Program. If you provide us or any of our associates/partners with suggestions, reviews, modifications, data, images, text, or other information or content about a product or in connection with this Agreement, any Content, or your participation in the Program, or if you modify any Content in any way, (collectively, "Your Submission"), you hereby irrevocably assign to us all right, title, and interest in and to Your Submission and grant us (even if you have designated Your Submission as confidential) a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sub licensees' exercise of rights under the license above will not violate any person's or entity's rights, including any copyright rights. You agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to Your Submission.

You confirm for yourself and undertake on behalf of your affiliates and your publishers that they have valid proprietary rights or adequate license rights to conduct the business and over all the services rendered by them under this Agreement. You also warrant and undertake on your behalf and on behalf of your affiliates and publishers that they shall take care of the intellectual property rights subsisting in the in house brands of Shopclues appearing on the Site and shall not misuse the same at any cost. In case of any litigation arising out of the breach of this clause, all costs shall solely be borne by You.

In connection with your participation in the Program you will comply with all applicable laws of India including but not limited to ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you.

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either you or us. Either you or we may terminate this Operating Agreement at any time, with or without cause. Upon the termination of this Agreement, any and all licenses you have with respect to Content will automatically terminate and you will immediately stop using the Content and Shopclues Marks and promptly remove from your site and delete or otherwise destroy all links to the Site, all Shopclues Marks, all other Content, and any other materials provided or made available by or on behalf of us to you under this Agreement or otherwise in connection with the Program. We may withhold accrued unpaid advertising fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

We may modify any of the terms and conditions contained in this Agreement (and any Operational Documentation) at any time and in our sole discretion by posting a change notice, revised agreement, or revised Documentation on the Site or by sending notice of such modification to you by email to the email address then-currently associated with your Associates account (any such change by email will be effective on the date specified in such email and will in no event be less than two business days after the date the email is sent). Modifications may include, for example, changes to the Affiliates Program Advertising Fee Schedule, Affiliate Program participation requirements, payment procedures, and other Program requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE EFFECTIVE DATE OF ANY MODIFICATION (E.G., THE DATE OF OUR POSTING OF A CHANGE NOTICE, REVISED OPERATING AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE SITE OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE TO THE CHANGE.

You and we are independent contractors, and nothing in this Agreement or the operational documentation will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us or our respective affiliates. You will have no authority to make or accept any offers or representations on our or our associates'/partners' behalf. You will not make any statement, whether on your site or otherwise, that contradicts or may contradict anything in this section. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself.

WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS OPERATING AGREEMENT, THE PROGRAM, OPERATIONAL DOCUMENTATION, THE SITE, OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE SITE, AND THE SERVICE OFFERINGS WILL NOT EXCEED THE TOTAL ADVERTISING FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.

THE PROGRAM, THE SHOPCLUES SITE, ANY PRODUCTS AND SERVICES OFFERED ON THE SITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, SHOPCLUES.COM DOMAIN NAME AND OUR AFFILIATES' TRADEMARKS AND LOGOS , AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR ASSOCIATES'/PARTNERS' OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR ASSOCIATES/PARTNERS OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME IN OUR SOLE DISCRETION. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR ASSOCIATES/PARTNERS OR LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, CONTENT, OPERATIONAL DOCUMENTATION, THE SITE, OR THE AFFILIATE-PROGRAM SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR ASSOCIATES/PARTNERS OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.

This Agreement will be governed by the laws of India, without regard to the principle of conflict of laws. The courts at Gurgaon shall have the exclusive jurisdiction over any dispute relating or arising in any way from the matter under the Program or this Agreement. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.

Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.