SNAPDEAL MARKETING AND DISTRIBUTION AGREEMENT THIS Agreement (referred as SMDA) is executed on this _____ Day of _______________, 20__

by and between: ______________________________________________________________________, having its registered office at ________________________________________________________________________________________________________, India, acting through its authorized representative Mr. ________________________ (hereinafter referred to as Seller which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns) of the First Part; AND Jasper Infotech Private Limited., a company incorporated under the Companies Act, 1956, having its Corporate office at Building No246, 1st Floor, Okhla Industrial Estate, Phase-III, New Delhi-110020 (hereinafter referred to as, Snapdeal. which expression, unless it be repugnant to the context or meaning thereof, shall be deemed to mean and include all its successors and permitted assigns) of the Second Part. (Seller and Snapdeal may be referred to as Party individually and as Parties collectively, as the context may require). RECITALS Snapdeal carries on the business inter alia, of the business of sales promotions, marketing, fulfillment 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 fulfill the same. Snapdeals role is limited to managing Website (defined below) over which the products are displayed and other incidental services are provided to enable the transactions between the Sellers and the Buyers. NOW IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS: 1. (i) (ii) (iii) (iv) Definitions: Buyer shall mean a user of the Website who places an Order on the Seller listed on the Website for products or services. Order shall mean a binding purchase order placed by a Buyer on the Seller through for supply of products or services. Website means www.snapdeal.com and instances of the same Seller Panel means a uniform resource locator (URL) provided by Snapdeal to Seller with a 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 to be displayed on its Website. Snapdeal also reserves the right to determine the Sellers who may sell on the Website. Snapdeal shall receive Orders for the products displayed/distributed on behalf of Seller only in the capacity of the entity that provides an access to Website, marketing and distribution channel to the Seller. In the event payments are collected by Snapdeal on behalf of the Seller, in the mode/s as conveyed to the Buyers, the same will be collected while acting as an agent of the Seller with the sole intent of facilitating the transactions of the Seller. Snapdeal shall provide the necessary backend infrastructure, like call centre, order management system, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for packaging and dispatch of product to the end Buyers. Snapdeal will 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 email. Seller shall provide content & images of its products to be displayed at Website. Seller will update the dispatch details on the Seller Panel provided by Snapdeal or any other mode as may be notified by Snapdeal from time to time. On receipt of the Order, Seller will make the products ready for dispatch along with corresponding invoices in favour of buyer within 2 (two) working days. In case of delay, Snapdeal will be immediately informed by Seller, along with the expected time of dispatch, so that the Buyer may be appropriately informed. In case Seller fails to make the product ready for dispatch Buyer within the period as stipulated above, Snapdeal will be nonetheless be entitled to the marketing fee on the product as agreed to in this Agreement. However, Seller agrees to package and dispatch the product strictly as per the mandate and/or any guidelines given by snapdeal from time to time. Seller also undertakes that it shall not promote its products, services, offers, packages, etc to the Buyer directly, indirectly and /or through email, sms or any other electronic or physical mode.

3.

4.

5.

FINANCIAL TERMS: 6. The Seller agrees and acknowledges that it will pay the marketing fees, courier fees and payment collection fees as mentioned in standard format attached herewith in Annexure-1 for all the orders received through Snapdeal.

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7.

Seller shall quote best, lowest and competitive prices (inclusive of all applicable taxes) of the products to be displayed on the Website, Seller will be responsible for payment of all applicable sales tax/VAT. Seller authorizes Snapdeal in the capacity of marketing agent to discover and display the market price payable by the Buyer, basis the competitive pricing prevalent in the market Seller shall be communicated of the market price and shall abide by that price as may be discovered or displayed by the Snapdeal from time to time. However, Seller will have full right to withdraw the products from Website, if it dissents with price discovered by Snapdeal and has notified the same to Snapdeal. All such withdrawals will take effect within 12- 24 hours from notification to the Snapdeal. Snapdeal further reserves the right to run promotions offering several benefits/discounts to the Buyer on the Website. Snapdeal shall release the payment on the following basis, i.e., the products delivered during the period from 1st to 7th, 8th to 15th, 16th to 23rd of every month and from 24th to end of the month. Snapdeal shall make the payment by way of account payee cheque /RTGS/ NEFT on 17th, 25th of same month, and 3rd & 11th of the next month, respectively after deducting Snapdeals fee as per Annexure-1.

8.

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 its services to Sellers by giving mandates to logistic partner for facilitating the smooth functioning of the transaction between the Seller and Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of Seller. However, any damage to the product in transit due to mishandling by the logistic partner, Snapdeal will facilitate the recovery from logistic partner. All orders placed on Website are covered under TrustPay 100% Moneyback Guaratnee programme; hereby Seller agrees to fulfill the commitments made under the abovementioned programme specified at the Website at URL http://www.snapdeal.com/info/TrustPay. The said programme protects Buyer against inadequate or non-performance by Seller. 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. Seller will offer standard manufacturers 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 shall issue a suitable, duly stamped, manufacturers warranty card to the Buyer with the product at the time of dispatch of the products, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of Buyer complaints will rest solely with the Seller at all times.

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INTELLECTUAL PROPERTY RIGHTS: 12. Seller recognizes and confirms that Snapdeal has the exclusive right to supervise, allow and reject the contents of the Website. Snapdeal shall not be liable for contents and images shared, uploaded or displayed on website by Seller regarding its products and all consequent liability will be borne by Seller only.

13.

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 and/or trademark and/or brand name, etc. owned by it or its business associates for marketing/selling through the Website . Seller represents that it has 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 or in connection with violation of the same. 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 Snapdeals website www.snapdeal.com or any other information which is treated as confidential by Snapdeal, and any other information received or 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 breach of this clause.

14.

REPRESENTAION AND WARRANTIES: 15. 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, losses, costs, expenses (including legal fees) or damages asserted against Snapdeal by the Buyer or any third party arising out of Sellers actions or omissions in connection with the sale of Sellers products and their performance during the period of this arrangement and for the products sold, even after the termination of this arrangement. Seller represents and warrants that it is a legal entity engaged in a legitimate and lawful commercial enterprise & activity, having all regulatory approvals required to run the similar business and doing regular compliances with applicable provisions of laws. Seller hereby declares & confirms that it deals in original, legitimate and genuine quality products which are either selfmanufactured and/or procured from the legitimate channel following all legal requirements. Seller further declares that it shall

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not violate the intellectual property rights of any third party and for any breach or violation of such intellectual rights, it shall be solely responsible. The Declaration of Seller is annexed herewith as Annexure-2. MISCELLANEOUS: 17. If any dispute arises between the Parties hereto during the subsistence of this agreement or thereafter, in connection with or arising out of this agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996, by a panel of 3 (three) arbitrators. Each Party will appoint 1 (one) arbitrator and the 2 (two) arbitrators so appointed will appoint the third or the presiding arbitrator. Arbitration shall be held at New Delhi, India. The proceedings of arbitration shall be in the English language. The arbitrators award shall be final and binding on the Parties. This agreement may be terminated by Snapdeal or the Seller by giving 30 (thirty) days notice in writing. Provided, in the event of a material breach of the terms of this Agreement, Snapdeal may terminate this Agreement at any time. Both parties agree for followings:(i) Assignment: This Agreement and the rights granted under it may not be assigned or transferred by either Party without the written consent of the other Party. Notices: All notices, requests and demands, and other communications required or permitted under this Agreement shall be in writing and either delivered personally or sent to the official address of the Party through recognized courier service or e-mail. Party may change its address by delivering notice of such change of address to the other Party. Severability: In the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision shall be deemed modified to the minimum extent necessary to render the provision enforceable in a manner that most closely represents the original intent of the Parties. In such event, the remaining terms and conditions of this Agreement will remain in full force and effect and enforceable.

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(ii)

(iii)

IN WITNESS WHEREOF the Parties hereto have entered into this Agreement the day and year herein above written. Signed and Delivered by The Authorized Representative of Parties to this agreement: For and on behalf of Seller:________________________ For and on behalf of Jasper Infotech Pvt. Ltd. _ (Authorised Signatory))

(Authorised Signatory)

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Annexure 1 PART -A 1) Marketing Fee :- Seller shall pay marketing fees to Snapdeal as per below mention table :Sr. No. 1 2 3 4 5 6 * inclusive of Service tax . PART B 1) Payment Collection Fees:- Seller shall pay Rs-20 or 2.7% (whichever is higher) to Snapdeal of transaction, as payment collection fees*. PART C 1) Fulfillment Centre Charges :- Seller shall pay Rs. 12 /kg* for non-wooden packaging and for wooden packing as per a specific rate card. * dead weight or volumetric weight whichever is higher PART D 1) Courier Fees :- Seller shall pay the courier fees as per below mention table :INR Rs-45 Rs-35 Category Marketing Fee*

Srl No. Weight * 1 For first 500 gm. 2 For each additional 500gm. * dead weight or volumetric weight whichever is higher.

(i) However, for some products as may be agreed between the parties, Surface charges will be Rs. 17 per kg (exclusive of service tax) of products subject to minimum charges of Rs-133/-.

. Note:- In addition to the fees and charges mentioned in Part- B, C and D, Service Tax will be charged extra.
2) Further, in case of return or replacement of product due to any reason as mentioned in agreement or below mention table, Seller shall be liable to pay charges as per the below mention table :Shipping Reverse pick up Payment collection charges Snapdeal Marketing Fees Sr. No Particulars Charges charges 1 Direct Shipment ReturnsDamaged/defective/wrong Vendor related cancellationsOut of Stock / Cancellation due to delay in shipment beyond 3 days from published dispatch date , etc; Replacement in case of point 1 Replacement in case of correct product delivery coz of size, colour related issues Post-shipment return/ Customer Non-acceptance (exclusive of point 1) Borne by Seller Borne by Seller Borne by Seller Borne by Seller

NA

NA

Borne by Snapdeal

Borne by Seller

3 4

Borne by Seller Borne by Snapdeal Borne by Seller

NA NA Borne by Snapdeal

NA NA

NA NA

Borne by Snapdeal

NA

Note: In the case of fulfillment center facility Sr. No 1 of the above appended table is not applicable. 3) In case the order is shipped but it remains undelivered, Seller can claim payment of the money in the event of product is not returned to the Seller within 20 days of shipment. 4) Following details are required from Seller : VAT No / TIN No CST No TAN No ( if applicable) PAN No Copy of one Cancelled Cheque Annexure 2 To whomsoever it may Concern The Seller hereby declares and confirms that it has the requisite permission to deal in the products represented through the brands ____________________________________________________________________________________________________________________. It has procured the authentic, original and genuine products from legitimate channels and has the right to enter into this agreement with Jasper Infotech Private Limited, allowing it and/or its agents and marketing partners, to arrange the display with an objective to sell and distribute the products to end consumers. The Seller hereby declares and confirms that in the fulfillment of its obligations under this Agreement, it will not infringe any intellectual property rights of Snapdeal or any other third party. For Seller Date: ____________________ Place: (Authorised Signatory)

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