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.
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 .
Enrollment in the Program
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.
2.DISCRIPTION OF THE PROGRAM
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.
3. LINKS ON YOUR 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.
4. PARTICIPATION REQUIREMENT
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 ensure that your site is not unsuitable (as described in Section 1 of this Agreement).
- You will not display or otherwise use our or any of our associates'/partners' trademarks or logos (including any Shopclues Mark) except solely as expressly permitted under and in accordance with this Agreement.
- You will not display or otherwise use any trademark or logo of any third party seller on the Shopclues Site in connection with any special link unless you have obtained from that shopclues the specific right to do so.
- You will not remove, obscure, or alter, or make invisible, illegible, or indecipherable to visitors of your site, any "Privacy Information" link or any of our or our associates'/partners' trademarks or logos (including any Shopclues Mark) that we include in a Special Link.
- You will use Content solely in accordance with the terms of this Agreement and within the express scope of the license granted in Section 11 of this Agreement. Without limiting the foregoing, you will (a) use Content solely to send end users and sales to the Shopclues Site and will not link any Content to, or in conjunction with any Content direct traffic to, any page of a site other than the Shopclues Site (however, parts of your site that are not closely associated with the Content may contain links to sites other than the Shopclues Site); and (b) link each use of the Content solely to the related Product detail page or other relevant page of the Shopclues Site and not to any other page.
- You will promptly remove from your site and delete or otherwise delist any Content that is no longer displayed on the Site or that we notify you is no longer available for your use.
- You will not use any Content, including any name or likeness embodied in that Content, in a manner that implies a person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party, or cause (including by placing unrelated third party materials in close proximity to Content).
- You will not seek to purchase or register any Proprietary Term (keywords, search terms, or other identifiers that include the word "Shopclues" or any other trademark of Shopclues or its associates or partners, or variations or misspellings of any of those words) for use in any Search Engine; purchase, register, or otherwise use any Proprietary Term as or in a domain or subdomain name; or register or use any Proprietary Term as or in any Associates ID or "tag." In addition to any other rights or remedies available to us, upon our request you will cause any Search Engine designated by us to exclude Proprietary Terms from keywords used to display your advertising content in association with search results (e.g., request exclusion by negative keyword bidding), assuming the Search Engine offers such exclusion capabilities.
- You will not bid on or purchase keywords, search terms, or other identifiers (including Proprietary Terms) or otherwise participate in keyword auctions on any Search Engine if the resulting paid search advertisement is a Prohibited Paid Search Placement (an advertisement that you purchased through bidding on keywords, search terms, or other identifiers or other participation in keyword auctions.) You may purchase paid search advertisements and submit links to Search Engines to appear in response to a general Internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), so long as you comply with this Agreement and those paid or unpaid search results send users to your site and not directly or indirectly, via a Redirecting Link (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), to the Shopclues Site.
- You will not request, collect, obtain, store, cache, or otherwise use any account information used by our customers in connection with any Shopclues Site (including any usernames or passwords of the customers).
- You will not make any orders or engage in other transactions of any kind on the Site on behalf of any other person or entity, or authorize, assist, or encourage any other person or entity to do so.
- You will not use Special Links to link to the Shopclues Site from references to items on your site that are not Products.
- You will not take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, browse, or order) are occurring.
- You will not include on your site, display, or otherwise use Special Links or Content in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device.
- You will not frame the Site, or any part of it, within your site. However, displaying a Special Link on your site in accordance with this Agreement will not be considered framing the Site.
- You will not include any Special Links in any content that you place on the Site (for example, in connection with any advertising service available through the Site or in a customer review, forum, guide, or any other customer-generated context available on the Site).
- You will not attempt to circumvent the Affiliate Program Advertising Fee Schedule or artificially increase your advertising fees (e.g., by intentionally featuring, purchasing, or requesting or encouraging any other person or entity to purchase, low-price items offered on the Site (as determined by us) for the purpose of exceeding any advertising fee threshold, or by causing any page of the Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site).
- You will not attempt to intercept or redirect (including via software installed on users' computers) traffic from or on, or divert advertising fees from, any site that participates in the Program.
- You will not artificially generate clicks or impressions on your site or create Sessions on the Site, whether by way of a robot or software program or otherwise.
- You will not display or otherwise use any of our customer reviews or star ratings, in part or in whole, on your site unless you have obtained a link to that customer review or star rating and obtained a prior written consent from Shopclues. You agree to comply with the requirements set forth in this Agreement.
- You will not purchase any Product(s) through Special Links for use by you or for resale or commercial use of any kind. Similarly, you will not request or encourage any of your friends, relatives, or associates to purchase any Product(s) through Special Links for use by you or them or for resale or commercial use of any kind. Further, you will not offer any Products on your site for resale or commercial use of any kind.
- You will not cloak, hide, spoof, or otherwise obscure the URL of your site containing Special Links (including by use of a redirecting page) such that we cannot reasonably determine the site from which a customer clicks through such Special Link to the Shopclues Site.
- You agree to provide a complete list of your partners or affiliates to Shopclues providing the services as stipulated under this Agreement. The details of such partners or affiliates shall be merely used for records purposes only and Shopclues shall in no way contact or directly engage with such partners or affiliates, provided such partners or affiliates are not already registered with Shopclues under the affiliate program.
- You agree that you or any of your affiliates or partners shall be bound by the terms of this Agreement.
- You will provide us with any information that we request to verify your compliance with this Agreement or any Operational Documentation. If we determine that you have not complied with any requirement or restriction described above or any other Operational Documentation or that you have otherwise violated this Agreement by any means specified under this agreement, we may (in addition to any other rights or remedies available to us) withhold any advertising fees payable to you under this Agreement, terminate this Agreement, or both.
5. RESPONSIBILITY FOR YOUR SITE
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:
- the technical operation of your site and all related equipment;
- displaying Special Links and Content on your site in compliance with this Agreement and the Operational Documentation and any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your site);
- creating and posting, and ensuring the accuracy, completeness, and appropriateness of, materials posted on your site (including all Product descriptions and other Product-related content or any information you include within or associate with Special Links);
- using the Content, your site, and the materials on or within your site in a manner that does not infringe, violate, or misappropriate any of our rights or those of any other person or entity (including copyrights, trademarks, patent, privacy, publicity or other intellectual property or proprietary rights);
- using the Content, your site, and the materials on or within your site in a manner that is not harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous or otherwise indecent/offensive in any manner whatsoever;
- any use that you make of the Content and the Shopclues Marks, whether or not permitted under this Agreement.
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.
6. ORDER PROCESSING
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.
7. ADVERTISING FEES
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
- any Product that, after expiration of the applicable period, is added to a customer's Shopping Cart, or is streamed or downloaded by a customer, even if the customer previously followed a Special Link from your site to the Site;
- any Product purchase that is not correctly tracked or reported because the links from your site to the Site are not properly formatted;
- any Product purchased through a Special Link by you or on your behalf, including Products you purchase through Special Links for yourself, friends, relatives, or associates (e.g., personal orders, orders for your own use, and orders placed by you for or on behalf of any other person or entity);
- any Product purchased for resale or commercial use of any kind;
- any Product purchased after termination of this Agreement;
- any Product order that is canceled or returned; and
- any Product purchased by a customer who is referred to the Site through any of the following:
- a Prohibited Paid Search Placement; or
"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.
8. ADVERTISING FEE PAYMENT
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.
- Net Sales shall be determined on the basis of the Completed or delivered Status of Orders. "Net Sales" shall mean cumulatively assessed amount based on Completed Status for purchase of Products received by Shopclues through the Services of the Company and such cumulatively assessed amount shall be entirely based on the final price of the Products.Net sales exclude all Bulk Orders and non-eligible orders.The final price shall be inclusive of all forms of taxes, freight charges and other applicable duties.
- In the event of, return of Product by the Customer, cancellation of the Order, replacement of the product, and full or partial refund of amount by Shopclues to the Customer, the same shall not qualify as a Confirmed Order or form a part of Completed Order Status. However, Shopclues reserves the right to cease/terminate/renegotiate/change the terms of this Agreement at a short notice, if it is observed that the Cash On Delivery (COD) reject levels, Product return levels or refund requests associated with orders obtained through the Company are higher than overall internal levels of Shopclues. Service Fee for all orders in "Completed" Status orders shall be paid as per the billing cycle as stated herein. In case, an order digresses to "Cancelled" or "Hold" for fraud/customer request reasons during this time, it shall not be deemed eligible for Service Fee. No Service Fee will be paid to the Company for "Cancelled" or "Hold" orders. Shopclues reserves the rights to cancel and not dispatch goods in the case of any orders that are deemed fraudulent or suspicious based on the due diligence carried out by the employees of Shopclues, its internal processes, transaction history, bank hotlists and its communications.
- Service Fee shall be calculated based on Completed Status of Orders under Affiliate Program, as a result of Services rendered by Company; provided the sale of respective Product to the relevant Customers gets materialized within 1 (One) day from the initial clicking for the orders placed through Site and 1 (One day for orders placed through Shopclues Mobile Application ("Cookie Period") of the advertisement of Site/ Products under Affiliate Program. The Cookie Period validity shall stand expired after the expiry of "Cookie Period".
- All conversions booked via the Affiliate Program and recorded on the Company's platform and not disputed by Shopclues for 60 (sixty) days will stand confirmed. Within such a period of 60 (sixty) days as stated herein, Shopclues shall acknowledge the receipt of claim/information pertaining to the transactions for sales coming from the Company's efforts. In case Shopclues has reasons to doubt a creditability of transaction, Shopclues reserves the right to seek further information in this regard from the Company.
- The Service Fee shall be payable in INR only.
- Billing Cycle: The Monthly invoicing pertaining to Service Fee shall be raised after the Validation Report to be shared by Shopclues within 30 (thirty) days of the completion of a month. The Affiliate shall raise an invoice within 15 (fifteen) days of the receipt of Validation Report. The Service Fee shall be paid by SHOPCLUES within 60 (sixty) days of receipt of undisputed invoice and the Company shall raise invoice based on its records of the sales attributable to Affiliate Program of the Company. Shopclues shall make payment to the Company vide Electronic Fund Transfer (EFT) as per the details provided by the Company in this regard. It is agreed between the Parties that each Party shall bear its respective taxes and duties arising out of and in relation to this Agreement. Payment shall be subject to the deduction of TDS as per applicable law.
- The Parties agree to pay their respective tax liabilities including GST, if any, arising on account of responsibilities and liabilities under this Agreement of either parties. Both parties will comply with tax , GST and other regulations applicable on them from time to time.
- Company shall ensure timely issue of documents such as invoices, declaration forms, reporting, etc., undertaking appropriate statutory compliances as may be applicable from time to time; timely payment of taxes (Central GST, State GST, IGST or any other tax applicable under GST regime or other applicable taxes); and filing of statutory returns within prescribed time lines. Company agrees that Shopclues shall not in any manner whatsoever, be responsible for any non-compliance on behalf of the Company.
- Parties agree that in case of any reduction in rate of tax on any supply of goods or services or the benefit of input tax credit shall be passed on to the other Party by way of commensurate reduction in prices in compliance of anti-profiteering provisions under GST regulations.
- Parties shall be responsible for complying with all applicable laws, regulations governing the Parties from time to time and their scope of work envisaged in the Principal Agreement. If, due to any change in applicable law or regulations or the interpretation thereof by any court or other governing body having jurisdiction subsequent to the date of this Addendum, performance of any provision under the Principal Agreement is affected, the Parties shall use their best efforts to find an alternative means to achieve the same or substantially the same results as are contemplated by such provision.
- Affiliate partner shall ensure the validity of the GSTIN it has provided. Shopclues shall not bear any loss of credit on GST paid, if any, on account of incorrect GSTIN/particulars issued by the Affiliate.
- There is a minimum limit of Rs.5000 per month. If an affiliate does not reach the required threshold commission for the month, payment for that month shall not be made.
- In case of international transaction or Company registered in any country other than India, the Company shall provide the following documents
- No PE Declaration (no permanent establishment of yours in India
- Form 10F (for relief as per DTAA)
- TRC (Tax Residency Certificate)
- PAN Number
9. POLICIES AND PRICING
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.
10. IDENTIFYING YOURSELF AS AN AFFILIATE
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"
11. LIMITED LICENSE
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.
- i) You agree to indemnify, defend, keep indemnified and hold harmless Shopclues and all its officers, directors, employees, personnel, agents etc. from and against any and all claims, costs, damages, losses, liabilities, fines, penalties and expenses (including all reasonable attorneys' fees and out of pocket expenses at actuals) arising out of or in connection with a claim constituting breach of obligations of the Affiliate/Publisher as the case may be as per the terms of this Agreement, and/ or for delay in the rendering of the agreed services by the Affiliate/Publisher and/or for deficiency of Services by Affiliate/Publisher and/ or a third party claim that the Service provided by the Affiliate/Publisher infringes or misappropriates any intellectual property rights owned by such third party.
- ii) Neither Shopclues nor you shall be liable for, nor will the measure of damage include any indirect, incidental, special or consequential damages or amounts for loss of profits or savings arising out of or relating to its performance under this Agreement.
13. COMPLIANCE WITH LAWS
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.
14. TERM AND TERMINATION
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.
16. RELATIONSHIP OF PARTIES
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.
17. LIMITATION OF LIABILITY
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.
19. GOVERNING LAW AND DISPUTES
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 entityâ€™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.
- i) You represent that you have the capacity to enter into this Agreement.
- ii) This Agreement does not operate to create a partnership between the Parties, or to authorize any Party to act as an agent for the other.
- iii) You understand and acknowledge that you shall not assign or otherwise transfer your rights or obligations under the Agreement, in whole or in part, without the prior written consent of the Shopclues.
- iv) This Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
- v) Any information relating to us or our associates/partners provided by us in connection with the Agreement that is not known to the general public is considered ("Confidential Information"). You agree that: (a) all Confidential Information will remain Shopclues's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your performance under this Agreement and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party (other than your affiliates). You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your performance under this Agreement to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and/ or comply with any of their orders, instructions or directions or to fulfill any requirements under applicable laws.
- vi) You agree that You or any of your affiliates, Subsidiaries, associate partners to your knowledge, any of your officers , directors or employees or vendors has not (i) made or offered to make or receive any direct or indirect payments in violation of any applicable Indian law including anti-bribery and anti-corruption laws and other laws (for eg. U.S Foreign Corrupt Practices Act and the U.K Bribery Act 2010), including any contribution, payment, commission, rebate, promotional allowance or gift of funds, property or any other economic benefit in cash or kind or thing of value to or from any employee, official or agent of any employee, official or agent of any Governmental Authority where such an activity amounts