SaleStruck Services Business Solutions Agreement

General Terms

Welcome to SaleStruck Services Business Solutions, a suite of optional merchant services including Selling on SaleStruck, Ship by SaleStruck and Sponsored Products.

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU“) AND SALESTRUCK SELLER SERVICES PRIVATE LIMITED. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAMME POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE SALESTRUCK SITE.

As used in this Agreement, “we,” “us,” and “SaleStruck” means the SaleStruck company named in the applicable Service Terms. Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.

1. Enrolment

To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business’) legal name, address, phone number, e-mail address and applicable tax registration details. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

2. Service Fee Payments 

Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. For the SaleStruck Site that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by SaleStruck (with respect to such SaleStruck Site, “Your Credit Card“) as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the SaleStruck Site, “Your Bank Account“). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At SaleStruck’s option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that SaleStruck shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.

In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with SaleStruck concerning whether any amounts are payable or due.

If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the SaleStruck Site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.

3. Term and Termination 

The term of this Agreement will start on the date of your completed registration for one or more of the Services (the “Effective Date“) and continue until terminated by us or you as provided below (the “Term“). We may terminate or suspend this Agreement or any Service immediately in our sole discretion by notice to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by the means then specified by SaleStruck therefor. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. Licence 

You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and licence during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of SaleStruck Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using the standard functionality made available to you via the applicable SaleStruck Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

5. Representations 

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licences and authorizations you grant hereunder; (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in your performance of your obligations and exercise of your rights under this Agreement.

6. Indemnification 

You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys’ fees) (each, a “Claim“) arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfilment (except with respect to those of Your Products that are fulfilled using the Ship by SaleStruck Service, if any), refund, adjustment, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we determine in our sole discretion that any indemnified Claim might adversely affect us, we may take exclusive control of the defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

7. Disclaimer 

a. THE SALESTRUCK SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU ACCESS THE SALESTRUCK SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY SALESTRUCK TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SALESTRUCK SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS’ LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.

b. BECAUSE SALESTRUCK IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE SALESTRUCK (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability 

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF SALESTRUCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO SALESTRUCK IN CONNECTION WITH THE PARTICULAR SERVICE AND THE SALESTRUCK SITE GIVING RISE TO THE CLAIM.

9. Insurance 

If the Sales Proceeds from Your Transactions through the Ship by SaleStruck Service in connection with the SaleStruck Site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the SaleStruck Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the SaleStruck Site, including products liability and bodily injury, naming SaleStruck and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address: Cybas Commercial Pvt Ltd, D35 Industrial Estate, NH5, Visakhapatnam – 530003, India.

10. Tax Matters 

As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. SaleStruck is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.

Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, SaleStruck will deduce the location of recipient, the billing details, place of supply and applicable taxes.

If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, SaleStruck will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against SaleStruck.

It is your responsibility as a seller on the SaleStruck Site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the SaleStruck Site.

In case of any discrepancy in the reporting / returns filed by you and SaleStruck, you agree that you will resolve such discrepancy immediately and indemnify SaleStruck against any tax, interest and penalty payable in this regard.

11. Confidentiality 

During the course of your use of the Services, you may receive information relating to us or our Affiliates or to the Services that is not known to the general public (“Confidential Information“). You agree that: (a) all Confidential Information will remain SaleStruck’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services 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, including any Affiliates. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

12. Force Majeure 

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties 

You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. SaleStruck is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.

14. Use of SaleStruck Transaction Information. 

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose or convey any SaleStruck Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any SaleStruck Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase, or to harass such Person; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an SaleStruck Site user. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to SaleStruck Transaction Information for any purpose, even if such information is identical to SaleStruck Transaction Information, provided that you do not target communications on the basis of the intended recipient being an SaleStruck Site user.

15. Suggestions and Other Information 

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the SaleStruck Site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, licence, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

16. Modification 

We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Programme Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on the SaleStruck Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 calendar days. Changes to Programme Policies may be made without notice to you. You should refer regularly to Your Account or Seller Central, respectively, to understand the current Agreement and Programme Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the SaleStruck Site. YOUR CONTINUED USE OF A SERVICE AFTER SALESTRUCK’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

17. Password Security 

Any password we provide to you may be used only during the Term to access Your Account respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorised by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

18. Miscellaneous 

This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Visakhapatnam regarding any dispute with SaleStruck relating in any way to this Agreement or your use of the Services. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

SaleStruck retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies.

The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail. You agree we may communicate with you in English during the Term of this Agreement.

You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) 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 fulfil any requirements under applicable Laws.

We will send you all notices, updates and other communications (including transactional, promotional and/or commercial communication) at the e-mail addresses designated by you, or within Seller Central or Your Account respectively, or on the mobile number provided by you or any other means then specified by SaleStruck. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, visit the your account.

You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.

You must send all notices and other communication relating to SaleStruck to us by using the applicable Contact Us form. Please continue to use email as the primary means of managing your orders and seller account.

This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Programme Policies, which SaleStruck may modify from time to time. In the event of any conflicts between the Programme Policies and this Agreement, the Programme Policies will prevail. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions

As used in this Agreement, the following terms have the following meanings:

“Affiliate” means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to SaleStruck, “Affiliate” means solely its Affiliates domiciled in India.

“SaleStruck Associated Properties” means any website or other online point of presence, other than the SaleStruck Site, through which any SaleStruck Site or products or services available thereon are syndicated, offered, merchandised, advertised or described.

“SaleStruck Site” means www.salestruck.com.

“SaleStruck Transaction Information” means, collectively, Order Information, and any other data or information acquired by you or your Affiliates from SaleStruck or its Affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder.

“Business Days” means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India

“Content” means copyrightable works and other content protected under applicable Laws.

“Excluded Products” means any products or other items set forth in the excluded products list for the SaleStruck Site or any other SaleStruck Programme Policy that applies to your use of a Service, and any other products or other items that in SaleStruck’s sole discretion are not supported for a Service.

“Insurance Limits” means INR 5,00,00,000

“Insurance Threshold” means INR 5,00,000

“Intellectual Property Rights” means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

“Law(s)” means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.

“Local Currency” means Indian Rupees (INR).

“Order Information” means, with respect to any of Your Products sold through the SaleStruck Site, the order information and shipping information that we provide or make available to you.

“Person” means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.

“Programme Policies” means, for the SaleStruck Site, all terms, conditions, policies, guidelines, rules and other information on the SaleStruck Site or on Seller Central, including those shown on the “Policies and Agreements” section of Seller Central for the SaleStruck Site or elsewhere in the “Help” section of Seller Central or Your Account respectively (and, for purposes of the Ship by SaleStruck Service, specifically including the SBS Guidelines for the SaleStruck Site).

“Purchase Price” means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).

“Sales Proceeds” means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.

“Service” means each of the following services that SaleStruck makes available on or in connection with the SaleStruck Site: the Selling on SaleStruck Service, Ship by SaleStruck Service and SaleStruck Sponsored Products.

“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.

“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.

“Your Account” means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which SaleStruck may make available to you, for your use in managing your orders, inventory and presence on the SaleStruck Site.

“Your Materials” means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to SaleStruck or its Affiliates.

“Your Product” means any product that is made available for listing for sale, offered for sale or sold by you through the Selling on SaleStruck Service and/or fulfilled or otherwise processed through the Ship by SaleStruck Service in connection with Your Account, or made available for advertising by you through SaleStruck Sponsored Products.

“Your Sales Channels” means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.

“Your Taxes” means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives. Also, as it is used in the Ship by SaleStruck Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by SaleStruck or any of its Affiliates in connection with or as a result of: (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by SaleStruck; or (b) the fulfilment, shipping, gift wrapping or other actions by SaleStruck to Your Products pursuant to the Ship by SaleStruck Service Terms.

“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

“Your Transaction” means any sale of Your Product(s) through the SaleStruck Site.

Selling on SaleStruck Service Terms

The Selling on SaleStruck Service (“Selling on SaleStruck“) is a Service that allows you to list products for sale directly via the SaleStruck Site. Selling on SaleStruck is operated by SaleStruck Seller Services Private Limited. These Selling on SaleStruck Service Terms are part of the SaleStruck Services Business Solutions Agreement (“Business Solutions Agreement“), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on SaleStruck. BY REGISTERING FOR OR USING SELLING ON SALESTRUCK, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SELLING ON SALESTRUCK SERVICE TERMS. Unless defined in these Selling on SaleStruck Service Terms (including the Selling on SaleStruck Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement.

S-1. Your Product Listings and Orders  

S-1.1 Products and Product Information. You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the SaleStruck Site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the SaleStruck Site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the SaleStruck Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the SaleStruck Site. For each item you list on the SaleStruck Site, you will provide to us the state or country from which the item ships. 

S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the SaleStruck Site in the applicable product categories which are supported for third party sellers generally on the SaleStruck Site on the applicable Selling on SaleStruck Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the SaleStruck Associated Properties or any other functions, features, advertising, or programs on or in connection with the SaleStruck Site). SaleStruck reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the SaleStruck Site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the SaleStruck Site and SaleStruck may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-6. 

S-1.3 Shipping and Handling Charges. For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the SaleStruck Site and further subject to any shipping and handling charge Programme Policies for the SaleStruck Site.  Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For SaleStruck-Fulfilled Products, SaleStruck will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Ship by SaleStruck Service Terms.  

S-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller-Fulfilled Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel. 

S-2. Sale and Ship, Refunds and Returns 

S-2.1 Sale and Ship. Other than as described in the Ship by SaleStruck Service Terms (if applicable to you), for the SaleStruck Site for which you register or use the Selling on SaleStruck Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your SaleStruck-Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the SaleStruck Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the SaleStruck Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to SaleStruck information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us). For SaleStruck-Fulfilled Products, if any, the Ship by SaleStruck Service Terms will apply to the storage, fulfilment and delivery of such SaleStruck-Fulfilled Products. 

S-2.2 Returns and Refunds. For all of Your Products that are not fulfilled using Ship by SaleStruck, you will accept and process returns, refunds and adjustments in accordance with these Service Terms and the SaleStruck Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Programme Policies and the terms of this Business Solutions Agreement. You will route all such payments through SaleStruck. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all of Your Products that are fulfilled using Ship by SaleStruck, the SaleStruck Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable SaleStruck Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following after the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-6). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.  

S-3. Problems with Your Products  

S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification . Notwithstanding the previous sentence, for SaleStruck-Fulfilled Products, if any, the Ship by SaleStruck Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products. 

S-3.2 A-to-z Guarantee and Chargebacks. If we inform you that we have received a claim under the “A-to-z Guarantee” offered on the SaleStruck Site, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us: (a) proof of delivery of Your Product(s) (as applicable); (b) the applicable SaleStruck order identification number; and (c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (y) credit card fraud for which we are responsible under Section S-1.4; or (z) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Service Fee Payments section of the Business Solutions Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by SaleStruck) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates. 

S-4. Parity with Your Sales Channels  

Subject to this Section S-4, you are free to determine which of Your Products you wish to list for sale on the SaleStruck Site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the SaleStruck Site by ensuring that at the applicable Selling on SaleStruck Launch Date and thereafter: (a) the Purchase Price and every other term of offer and/or sale of Your Product (including associated shipping and handling charges, Shipment Information, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favourable to users of the SaleStruck Site as the most favourable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products listed on the SaleStruck Site is at least as responsive and available and offers at least the same level of support as the most favourable customer services offered in connection with any of Your Sales Channels (provided that any such customer service will at all times be conducted in a timely, professional and courteous manner) (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and (c) the Content, Required Product Information and other information under Section S-1.1 regarding Your Products listed on the SaleStruck Site that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section S-2.2. For SaleStruck-Fulfilled Products, we acknowledge that if the shipping and handling charges associated with the sale and delivery of any of Your Products listed for sale on the SaleStruck Site are included in (and not separately stated) the purchase price listed for Your Products on the SaleStruck Site (collectively a “Shipping Inclusive Purchase Price”), then the parity obligation in (a) above will be satisfied if the Shipping Inclusive Purchase Price and each other term of offer and/or sale for the product on the SaleStruck Site are at least as favourable to users of the SaleStruck Site as the purchase price and each other term of offer and/or sale for the product (including any and all separately stated shipping and handling charges) pursuant to which the product is offered and/or sold via any of Your Sales Channels other than the SaleStruck Site. 

S-5. Compensation  

You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling on SaleStruck Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. “Selling on SaleStruck Subscription Fee” means the fee specified as such on the Selling on SaleStruck Fee Schedule for the SaleStruck Site at the time such fee is payable. With respect to each of Your Transactions: (x) “Sales Proceeds” has the meaning set out in the Business Solutions Agreement; (y) “Closing Fees” means the applicable fee, if any, as specified in the Selling on SaleStruck Fee Schedule for the SaleStruck Site; and (z) “Referral Fee” means the applicable percentage of the Sales Proceeds from Your Transaction through the SaleStruck Site specified on the Selling on SaleStruck Fee Schedule for the SaleStruck Site at the time of Your Transaction, based on the categorization by SaleStruck of the type of product that is the subject of Your Transaction; provided, however, that Sales Proceeds will not include any shipping charge set by us in the case of Your Transactions that consist solely of SaleStruck-Fulfilled Products. Except as provided otherwise, all monetary amounts contemplated in these Service Terms will be expressed and provided in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. 

All taxes or surcharges imposed on fees payable by you to SaleStruck will be your responsibility. 

S-6 Sales Proceeds & Refunds.  

S-6.1.Nodal Account. Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the “Nodal Account”) in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement. 

Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve (“Reserve”). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks. 

S-6.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for SaleStruck Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee. 

“Eligible Transaction” means Your Transaction against which the actual shipment date has been confirmed by you. 

“Designated Day” means any particular Business Day of the week designated by SaleStruck on a weekly basis, in its sole discretion, for making remittances to you. 

“Payment Date” means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction. 

“Settlement Amount” means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on SaleStruck Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the SaleStruck Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Programme Policies (including fee payable under the SBS Fee Schedule for SaleStruck Site), if applicable; and (h)tax collected at source under applicable Law.   

S-6.3. In the event that we elect not to recover from you a customer’s chargeback, failed payment, or other payment reversal (a “Payment Failure”), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure. 

S-7. Control of Site  

Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the SaleStruck Site and the Selling on SaleStruck Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the SaleStruck Site and the Selling on SaleStruck Service and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or require you not to list any or all products on the SaleStruck Site in our sole discretion. 

S-8. Effect of Termination  

Upon termination of these Selling on SaleStruck Service Terms in connection with the SaleStruck Site, all rights and obligations of the parties under these Service Terms with regard to the SaleStruck Site will be extinguished, except that the rights and obligations of the parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term. 

S-9. Tax Matters  

In addition to the General Terms, you agree that, unless otherwise agreed by SaleStruck in advance in writing, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that you may be required to remit in connection with such sale. 

All payments by SaleStruck to you shall be made subject to any applicable withholding taxes and tax collection at source under all applicable Laws. SaleStruck will retain, in addition to its net fees together with any applicable taxes SaleStruck determines it is obligated to charge or collect on the fees, an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and delivering to SaleStruck sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, SaleStruck will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Days from the end of the relevant month, SaleStruck shall have the right to utilize the retained amount for discharging its tax liability. 

Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to SaleStruck and SaleStruck shall provide the necessary support and documentation as may be required by you for discharging your obligations. 

SaleStruck has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case SaleStruck successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source. 

Selling on SaleStruck Definitions 

“SaleStruck-Fulfilled Products” means any of Your Products that are fulfilled using the Ship by SaleStruck Service. 

“SaleStruck Refund Policies” means the return and refund policies published on the SaleStruck Site. 

“Estimated Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the SaleStruck Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that SaleStruck designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer. 

“Excluded Offer” means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the SaleStruck Site but that we do not honour or support (but only until such time as we honour or support the same on the SaleStruck Site); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your and/or one of its affiliates’ membership-based customer loyalty or customer incentive programs. 

“Refund Administration Fee” means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.  

“Required Product Information” means, with respect to each of Your Products in connection with the SaleStruck Site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as SaleStruck may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by SaleStruck from time to time); (d) categorization within each SaleStruck product category and browse structure as prescribed by SaleStruck from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any SaleStruck published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code). 

“Seller-Fulfilled Products” means any of Your Products that are not fulfilled using the Ship by SaleStruck Service. 

“Selling on SaleStruck Launch Date” means the date on which we first list one of Your Products for sale on the SaleStruck Site. 

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date. 

“Street Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers. 

“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com). 

“Your Transaction” is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on SaleStruck only. 

Ship by SaleStruck Service Terms 

Ship by SaleStruck (“SBS”) provides fulfilment and associated services for Your Products. SBS is operated by SaleStruck Seller Services Private Limited. 

These SBS Service Terms are part of the SaleStruck Services Business Solutions Agreement (“Business Solutions Agreement”), and, unless specifically provided otherwise, concern and apply only to your participation in SBS. BY REGISTERING FOR OR USING SBS, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SBS SERVICE TERMS. Unless defined in these SBS Service Terms, all capitalized terms are as defined in the Business Solutions Agreement. 

F.1. Your Products  

Once you are accepted into SBS, you must apply to register each product you sell that you wish to include in the SBS programme in connection with the SaleStruck Site. You may not include any product in the SBS programme which is a SBS Excluded Product for the SaleStruck Site you wish to register Your Product with. We may refuse registration in SBS of any product in connection with the SaleStruck Site, including on the basis that it is an SBS Excluded Product or that it violates applicable Programme Policies. You may at any time withdraw registration of any of Your Products from SBS in connection with the SaleStruck Site. 

F.2. Product and Shipping Information  

You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete information about Your Products registered in SBS (including Harmonized System of Nomenclature / Service accounting Code, if applicable). You will promptly update any information about Your Products in accordance with our requirements and as necessary so that the information is at all times accurate and complete. 

F.3. Shipping to SaleStruck  

F.3.1. Except as otherwise provided in Section F-5, for the SaleStruck Site you register Units in connection with, such Units will be delivered to customers in India only. You will ship Units to us in accordance with applicable Programme Policies for the SaleStruck Site Your Products are registered in connection with. You will ensure that: (a) all Units are properly packaged for protection against damage and deterioration during shipment and storage; (b) terms of freight “C.I.P. (Carriage and Insurance Paid) Destination”; and (c) all Units comply with SaleStruck’s labelling and other requirements. You will be responsible for all costs incurred to ship the Units to the shipping destination (including costs of freight and transit insurance). You will prepay all such shipping costs and SaleStruck will not pay any shipping costs except as provided in Section F-3.2. You are responsible for payment of all duties, custom duty, taxes and other charges. If you ship Units to a Site Ship Centre from outside of India, you will list yourself as the importer/consignee and nominate a customs broker. If SaleStruck is listed on any import documentation, SaleStruck reserves the right to refuse to accept any Units covered by the import documents and any costs assessed against or incurred by SaleStruck will be collected by any means permitted by this Agreement. In the case of any improperly packaged or labelled Unit, we may return the Unit to you at your expense (pursuant to Section F-7). 

F.3.2. You will not deliver to us any Unsuitable Unit, and we may refuse to accept any shipment (including any Unsuitable Unit).  We may return or dispose of or destroy any Unsuitable Unit as provided in Section F-7 (and you will be deemed to have consented to such action): (a) immediately if we determine in our sole discretion that the Unit creates a safety, health or liability risk to SaleStruck, our personnel or any third party; or (b) if you fail to direct us to return or dispose of or destroy any Unsuitable Unit within thirty (30) days after we notify you that the Unit has been recalled; or (c) except as otherwise provided in this Section F-3.2, if you refuse or fail to direct us to return or dispose of or destroy any Unsuitable Unit within sixty (60) calendar days after we notify you that we are in possession of it.  In addition, you will compensate us for any damages incurred including any expenses we incur in connection with any Unsuitable Units.  

F.4. Storage  

We will provide storage services as described in these Service Terms once we confirm receipt of delivery.  We will keep electronic records that track inventory of Units by identifying the number of Units stored in any Site Ship Centre. We will not be required to physically mark Units. If there is a loss of or damage to any Units while we store them, we will, as your sole remedy, pay you the applicable Replacement Value (as described and defined in the SBS Guidelines for the SaleStruck Site. Payment of the Replacement Value is our total liability for any duties or obligations that we or our agents or representatives may have as a bailee or warehouseman, and your only right or remedy that you may have as a bailor.  The Replacement Value is inclusive of any VAT/CST/good and services tax (as applicable) and if the Replacement Value is subject to VAT/CST/goods and services tax, you agree to provide a valid VAT/CST/goods and services tax invoice to SaleStruck.  In consideration of payment of the Replacement Value, the title in such Units will transfer to us and we will be entitled to dispose of, destroy or otherwise deal in such Units in any manner that we deem fit. You will have no security interest, lien or other claim to the proceeds that we receive from sale, disposal of or otherwise in connection with such Units. At all other times, you will be solely responsible for any loss of, or damage to, any Units.  Our confirmed receipt of delivery does not: (a) indicate or imply that any Unit has been delivered free of loss or damage, or that any loss or damage to any Unit later discovered occurred after confirmed receipt of delivery; (b) indicate or imply that we actually received the number of Units of Your Product(s) specified by you for such shipment; or (c) waive, limit or reduce any of our rights under this Business Solutions Agreement.  We reserve the right to impose, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage of your inventory in the Site Ship Centres, and you will comply with any of these restrictions or limitations.  

F.5. Ship  

We will ship Units from our inventory of Your Products in connection with the SaleStruck Site to the shipping addresses in India included in valid customer orders. We may ship Units together with products purchased from other merchants. 

F.6. Customer Returns  

F.6.1. We will receive and process returns of any SaleStruck Ship Units in accordance with the terms of your Seller Agreement, these SBS Service Terms and the Programme Policies for the SaleStruck Site. Any Sellable Units registered in connection with the SaleStruck Site that are also SaleStruck Ship Units and that are properly returned will be placed back into the inventory of Your Products in the SBS programme for the SaleStruck Site. We may fulfil customer orders for Your Products in connection with the SaleStruck Site with any SaleStruck Ship Units returned in connection with the SaleStruck Site. Except as provided in Section F-7, you will retake title of all Units that are returned by customers. 

F.6.2. Except as provided in Section F-5, we will, at your direction, either return or dispose of or destroy any SaleStruck Ship Unit that is returned to us and that we determine is an Unsuitable Unit as provided in Section F-7.  Without limitation of our rights under Section F-7.1, we may elect to return or dispose of or destroy that Unsuitable Unit as provided in Section F-7, and you will be deemed to have consented to our election if you fail to direct us to return or dispose of or destroy the Unsuitable Unit within sixty (60) calendar days after we notify you of the Unsuitable Unit. 

F.6.3. You will be responsible for all tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes as result of any returns. 

F.7. Returns to You and Disposal  

F.7.1. You may, at any time, request that Units be returned to you. We may return Units to you for any reason, including upon termination of these Service Terms. These returned shipments will be sent to your designated shipping address in the territory in which the applicable Site Ship Centre is located (or, at SaleStruck’s sole discretion, your designated shipping address within India. If the address we have for you in connection with the SaleStruck Site is outdated, incorrect or outside India or if we cannot make arrangements for you to pay for the return shipment, the Unit(s) will be deemed abandoned and we may elect to dispose of or destroy the Unit(s) as provided herein. For all Units that are returned to you, you are solely responsible for issuing any statutory forms or other documents, including but not limited to invoices, stock transfer forms, delivery challans etc., required to return the Units back to you. You are also solely responsible for dealing with clearing the Units from any checkposts. 

F.7.2. You may, at any time, request that we dispose of or destroy Units. We may dispose of or destroy any Unit we are entitled to dispose of or destroy in the manner we prefer. Subject to Section F.4 above, title to each disposed or destroyed Unit will transfer to us as necessary for us to dispose of or destroy the Unit, and we will retain all proceeds, if any, received from the disposal of any Unit. 

F.7.3. You will promptly notify us of any recalls or threatened recalls of any of Your Products and cooperate and assist us in connection with any recalls, including by initiating the procedures for returning items to you under our standard processes. You will be responsible for all costs and expenses you, we or any of our or your Affiliates incur in connection with any recall or threatened recall of any of Your Products (including the costs to return, store, repair, liquidate or deliver to you or any vendor any of these products). 

F.7.4. Disposal of Unsuitable Units. In the event any SaleStruck Ship Unit is returned to our Site Ship Centre on account of being an Unsuitable Unit, then we may, without limiting any of our other rights under this Agreement (including as described in Section F.3.2), destroy such Unit in case (a) you fail to remove such Unit from our Site Ship Centre within a period of sixty (60)  days from the date we notify you; and (b) if we in our sole and absolute discretion determine that such Unit has no Replacement Value. 

F.8. Reporting  

You are responsible for raising or collecting from customers any appropriate documentation including invoices, delivery challans, way bills, stock transfer forms (e.g., Form F) or any other statutorily required documentation for reporting of both dispatch and arrivals of the shipment of Units to and from Site Ship Centres. You will be solely responsible for clearing any goods held up at any checkposts or seized by tax authorities as a result of non-compliance of any required documentation requirements. 

F.9. Customer Service  

F.9.1. We will be responsible for and have sole discretion regarding all customer service issues relating to packaging, handling and shipment and customer returns, refunds and adjustments related to SaleStruck Ship Units. We will have the right to determine on your behalf, whether a customer will receive a refund, adjustment or replacement for any SaleStruck Ship Unit and to require you to reimburse us where we determine you have responsibility in accordance with the Business Solutions Agreement (including these Service Terms and the Programme Policies for the applicable SaleStruck Site). Except as provided in this Section F-9 regarding any SaleStruck Ship Units, customer service will be handled as set forth in your Seller Agreement. You will be responsible for VAT/CST related customer service enquiries including but not limited to pricing and tax obligations including but not limited to VAT/CST, sales, service and goods and services taxes invoices and credit memos. 

F.9.2. In situations relating to SaleStruck Ship Units where the wrong item was delivered or the item was damaged or lost or is missing, unless we determine that the basis for such request is caused by you or any of your employees, agents or contractors, we will, as your sole and exclusive remedy and at our option for any SaleStruck Ship Unit (i) ship a replacement Unit to the customer and pay you the applicable Replacement Value (as described in the SBS Guidelines for the SaleStruck Site) for the replacement Unit or (ii) process a refund to the customer and pay you the Replacement Value for the Unit. Any customer refund will be processed in accordance with the Selling on SaleStruck Service Terms. Notwithstanding the terms of the Selling on SaleStruck Service Terms, we will be entitled to retain the applicable Fees payable to us under the Selling on SaleStruck Service Terms and these Service Terms, respectively. Except as expressly provided in this Section F-9.3 you will be responsible for all costs associated with any replacement or return. 

F.9.3. If we provide a replacement Unit or refund as described in the preceding sentence to a customer and that customer returns the original Unit to us, we will be entitled to dispose of /destroy the Unit pursuant to Section F-7, or, if it is a Sellable Unit, we may, at our option, place such Unit back into your inventory in accordance with Section F-6. If we do put it back into your inventory, you will compensate us for the applicable Replacement Value of the returned Unit. Any replacement Unit shipped by us under these Service Terms will be deemed to be, and will be treated in the same manner as, an order and sale of such Unit from you to the customer via the SaleStruck Site in accordance with the Business Solutions Agreement and your Seller Agreement, and will be subject to all terms and conditions applicable thereto. 

F.10. Compensation  

F.10.1. Fees. You will pay us the applicable fees (including storage, fulfilment, removal and disposal fees) set out in the SBS Fee Schedule for the SaleStruck Site. You will be charged the Storage Fees beginning on the day (up to midnight) that the Unit arrives at the Site Ship Centre and is available for fulfilment by SaleStruck (or in the case of any Unsuitable Unit, the arrival day (up to midnight)), until the earlier of: (a) the day (up to midnight) we receive a valid customer order for such product or a request from you to return or dispose of or destroy the Unit; or (b) the day (up to midnight) we actually ship the Unit to your designated return location or dispose of or destroy the Unit. 

F.10.2. Shipping and Gift Wrap. For any SaleStruck Ship Units we will determine the amounts charged to the customer for shipping and gift wrap services for the Units that we fulfil through the SBS programme. As between you and us, these charges will be your tax inclusive charges to the customer, and we will report them to you. We will charge you (and you will pay us) a fee equal to the amount of such charges to the customer. You acknowledge and agree that you are responsible to account for any applicable taxes including but not limited to VAT/CST, sales, service and goods and services taxes on the shipping and gift wrap charges to customer. 

F.10.3. Taxes on Fees Payable to SaleStruck. In regard to these Service Terms you can provide a VAT / goods and services tax registration number or evidence of being in business, if you do not have a VAT / goods and services tax registration number. If you are VAT / goods and services tax registered, or in business but not VAT / goods and services tax registered, you give the following warranties and representations: 

(a) all services provided by SaleStruck to you are being received by your establishment under your designated VAT / goods and services tax registration number; and 

(b) (i) the VAT / goods and services tax registration number, or the evidence of being in business, you submit to SaleStruck belongs to the business you operate; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT / goods and services tax registration number, if evidence of being in business, you submit to SaleStruck; and (iii) that the VAT / goods and services tax registration number, or evidence of being in business, and all other information provided by you is true, accurate and current and you will immediately update any such information held by SaleStruck in case of any changes. 

SaleStruck reserves the right to request additional information and to confirm the validity of any your account information (including without limitation your VAT / goods and services tax registration number) from you or government authorities and agencies as permitted by Law and you hereby irrevocably authorize SaleStruck to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to SaleStruck upon request. SaleStruck reserves the right to charge you any applicable unbilled VAT / goods and services tax if you provide a VAT / goods and services tax registration number, or evidence of being in business, that is determined to be invalid. VAT / goods and services tax registered sellers and sellers who provide evidence of being in business agree to accept electronic VAT / goods and services tax invoices in a format and method of delivery as determined by SaleStruck. 

All payments by SaleStruck to you shall be made subject to any applicable withholding taxes and tax collection at source under the applicable Law. SaleStruck will retain, in addition to its net Fees, an amount equal to the legally applicable withholding taxes / tax collection at source at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and deliver to SaleStruck sufficient document evidencing the deposit of tax. Upon receipt of the evidence of deduction of tax, SaleStruck will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and providing evidence to that effect within 5 days from the end of the relevant month, SaleStruck shall have the right to utilize the retained amount for discharging its tax liability. 

Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to SaleStruck and SaleStruck shall provide necessary support and documentation as may be required by you for discharging your obligations. 

SaleStruck has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case SaleStruck successfully procures such an order, it will communicate the same to you. In that case, the amounts retained, shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at source. 

Any taxes applicable in addition to the fee payable to SaleStruck shall be added to the invoiced amount as per applicable Law at the invoicing date which shall be paid by you. 

F.10.4. Registration of Ship Centres for VAT / CST / goods and services tax: SaleStruck understands and agrees that you would be required to register the Site Ship Centres wholly or partly as your place of business from a VAT / CST / goods and services tax regulations perspective. SaleStruck shall issue a no-objection certificate as required to enable you to register the Site Ship Centres as your additional place of business from a VAT / CST / goods and services tax regulations perspective. SaleStruck shall, on your request, issue a no-objection certificate in the prescribed format and other related documents as may be necessary to enable obtaining such registration. You shall indemnify and keep indemnified SaleStruck and its Affiliates, in addition to Section F.11, against any consequences arising from investigation or enquiry by the tax authorities due to any reason. In the event, your goods (or Site Ship Centres) are seized by the tax authorities for any reason, the responsibility for undertaking the release, and bearing the costs of the release, would be solely on you, while SaleStruck would support this process as reasonably required. You further represent and warrant that you will not register Site Ship Centres as your principal place of business but only as an additional place of business. 

F.11. Indemnity  

In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim that arises out of or relates to: (a) the Units (whether or not title has transferred to us, and including any Unit that we identify as yours pursuant to Section F-4 regardless of whether such Unit is the actual item you originally sent to us), including any personal injury, death or property damage; and b) any of Your Taxes or the collection, payment or failure to collect or pay Your Taxes or for any demand/denial of credit arising on account discrepancies observed in the goods and services tax returns filed. 

F.12. Release  

You hereby, on behalf of yourself and your successors, subsidiaries, Affiliates, officers, directors, shareholders, employees, assigns and any other person or entity claiming by, through, under or in concert with you or them (collectively, the “Releasing Parties”), irrevocably acknowledge full and complete satisfaction of and hereby unconditionally and irrevocably release and forever fully discharge SaleStruck and each of its Affiliates, and any and all of their predecessors, successors, and Affiliates, past and present, as well as each of their partners, officers, directors, shareholders, agents, employees, representatives, attorneys, and assigns, past and present, and each of them and all Persons acting by, through, under or in concert with any of them (collectively, the “Released Parties”), from any and all claims, obligations, demands, causes of action, suits, damages, losses, debts or rights of any kind or nature, whether known or unknown, suspected or unsuspected, absolute or contingent, accrued or unaccrued, determined or speculative (collectively, “Losses”) which the Releasing Parties now own or hold or at any time heretofore have owned or held or in the future may hold or own against the Released Parties, or any of them, arising out of, resulting from, or in any way related to, the shipment including any tax registration or collection obligations. You, on behalf of yourself and all other Releasing Parties, recognize that you, and each of them, may have some Losses (WHETHER IN CONTRACT; WARRANTY; TORT; DELICT (INCLUDING NEGLIGENCE; PRODUCT LIABILITY; ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) against the Released Parties of which you, or any of them, are totally unaware and unsuspecting, or which may arise or accrue after the date you register for these SBS Service Terms, which the Releasing Parties are giving up by agreeing to these SBS Service Terms. It is your intention in agreeing to these SBS Service Terms that these SBS Service Terms will deprive the Releasing Parties of each and all such Losses and prevent the Releasing Party from asserting any such Losses against the Released Parties, or any of them. 

F.13. Disclaimer  

IN ADDITION TO THE DISCLAIMER IN SECTION 7 OF THE BUSINESS SOLUTIONS AGREEMENT, WE HEREBY DISCLAIM ANY DUTIES OF A BAILEE OR WAREHOUSEMAN TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY WAIVE ALL RIGHTS AND REMEDIES OF A BAILOR (WHETHER ARISING UNDER COMMON LAW OR STATUTE), RELATED TO OR ARISING OUT OF ANY POSSESSION, STORAGE OR SHIPMENT OF YOUR PRODUCTS BY US OR OUR AFFILIATES OR ANY OF OUR OR THEIR CONTRACTORS OR AGENTS. 

F.14. Effect of Termination  

Following any termination of the Business Solutions Agreement or these SBS Service Terms in connection with the SaleStruck Site, we will, as directed by you, return to you or dispose of or destroy the Units registered in connection with the SaleStruck Site as provided in Section F-7.  If you fail to direct us to return or dispose of the Units within ninety (90) calendar days after termination, then we may elect to return and/or dispose of the Units in whole or in part, as provided in Section F-7, and you will be deemed to have consented to this.  Upon any termination of these SBS Service Terms in connection with the SaleStruck Site, all rights and obligations of the parties under these SBS Service Terms with regard to the SaleStruck Site will be extinguished, except that the rights and obligations of the parties under Sections F-1, F-2, F-3, F-4, F-5, F-6, F-7, F-8, F-9, F-10, F-12, F-13 and F-14 with respect to Units received or stored by SaleStruck as of the date of termination will survive the termination.  

F.15. Tax Matters  

You understand and acknowledge that storing Units at the Site Ship Centres may create a tax presence for you in the applicable territory in which the Site Ship Centre is located, and you will be solely responsible for any taxes, interest or penalties owed as a result of such storage.  You will be responsible for Your Taxes, interest or penalties and you will indemnify and hold SaleStruck and its Affiliates harmless from Your Taxes, interest or penalties as provided in Section F-11 of these SBS Service Terms and agree to pay any of these over to SaleStruck promptly. You acknowledge and agree that you are responsible for preparing and filing any applicable statutorily required documentation to be issued either by you or by the customers. You acknowledge that you are responsible to handle any requests for refunds of taxes including but not limited to VAT/CST, service, sales and goods and services taxes on shipments to these addresses where appropriate. 

F.16. Additional Representation  

In addition to your representations and warranties in Section 5 of the Business Solutions Agreement, you represent and warrant to us that: (a) you have valid legal title to all Units and all necessary rights to distribute the Units and to perform under these SBS Service Terms; (b) you will deliver all Units to us in new condition (or in such condition otherwise described by you in the applicable Your Product listing) and in a merchantable condition; (c) all Units and their packaging will comply with all applicable marking, labelling and other requirements required by Law; (d) no Unit is or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (e) you and all of your subcontractors, agents and suppliers involved in producing or delivering Units will strictly adhere to all applicable Laws (including any Law applicable to any territory where Units are produced or delivered, regarding the operation of their facilities and their business and labour practices, including working conditions, wages, hours and minimum ages of workers). 

SBS Definitions 

“SaleStruck Ship Units” means Units fulfilled using SBS that are sold through the SaleStruck Site. For avoidance of doubt, if you have successfully registered for both SBS and Selling on SaleStruck for the SaleStruck Site, then the term “SaleStruck Ship Units” and the defined term “SaleStruck-Fulfilled Products” in the Selling on SaleStruck Service Terms both refer to the same items. 

“SBS Excluded Product” means, with respect to the SaleStruck Site you register Units in connection with, any Unit that is an Excluded Product, or is otherwise prohibited by the Programme Policies for the SaleStruck Site. 

“Sellable Unit” means a Unit that is not an Unsuitable Unit. 

“Seller Agreement” means the Selling on SaleStruck Service Terms, any successor to any of these agreements, or any other similar agreement (as determined by SaleStruck) between you and us that permits you to list and sell products via the SaleStruck Site. 

“Shipping Information” means with respect to any purchased Unit(s), the following information: the name of the recipient, the shipping address, the quantity of Units to be shipped, and any other shipping-related information we may reasonably request. 

“Site Ship Centre(s)” means the fulfilment centre(s) designated or used by SaleStruck to store and fulfil Units in connection with a particular SaleStruck Site. 

“Unit” means a unit of Your Product that you deliver to SaleStruck in connection with the SBS Programme in connection with the SaleStruck Site. 

“Unsuitable Unit” means a Unit: (a) that is defective, damaged, or lacking required label(s); (b) the labels for which were not properly registered with SaleStruck before shipment or do not match the product that was registered; (c) that is an SBS Excluded Product or does not comply with the Business Solutions Agreement (including these Service Terms and the applicable Programme Policies); or (d) that SaleStruck determines is otherwise unsuitable. 

Sponsored Products Service Terms 

SaleStruck Sponsored Products (“Sponsored Products”) is a Service that allows you to advertise on SaleStruck Network Properties the products you sell on SaleStruck Network Properties. Sponsored Products is operated by SaleStruck Seller Services Private Limited. 

These Sponsored Products Service Terms are part of this SaleStruck Services Business Solutions Agreement (“Business Solutions Agreement”), but, unless specifically provided otherwise, concern and apply only to your participation in Sponsored Products. BY REGISTERING FOR OR USING SPONSORED PRODUCTS, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SPONSORED PRODUCTS SERVICE TERMS. Unless defined in these Sponsored Products Service Terms, all capitalised terms have the meanings given them in the Business Solutions Agreement. 

P-1. Sponsored Products 

Your Sponsored Products may be displayed on any SaleStruck Network Properties as we determine. We do not guarantee that Your Sponsored Products will be placed on or made available through any SaleStruck Network Property, nor do we guarantee Your Sponsored Products will appear in any particular position or rank. Notwithstanding any provision the Sponsored Products Service Terms, we have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of Sponsored Products (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, Sponsored Products and any element, aspect, portion or feature thereof), and to remove any of Your Sponsored Products without notice. Subject to any applicable provisions of the Business Solutions Agreement, as between you and us, you will be responsible for all obligations, risks and other aspects pertaining to the sale of any products referred to in Your Sponsored Products. In addition, you are solely responsible for (including as to all obligations, risks, liabilities and other aspects related to): all ad content, keywords and any other information you submit to us in connection with Sponsored Products. 

P-2. Product Information 

You will, in accordance with applicable Programme Policies, provide, in the format we require, accurate and complete information for each of Your Sponsored Products. You will update such information as necessary to ensure it at all times remains accurate and complete. You will not provide any information for, or otherwise seek to advertise for sale on any SaleStruck Network Property, any products that are prohibited by our Programme Policies. You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials you submit in connection with Sponsored Products, and to sublicense the foregoing rights. 

P-3. Sponsored Products Requirements 

You will ensure that Your Materials and your advertisement, offer of any products through Sponsored Products comply with all applicable Laws and Programme Policies, including the Content Guidelines, the “Seller Central” pages of the said SaleStruck Network Property and Product Restrictions. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in Sponsored Products, including: (a) generating fraudulent, repetitive or otherwise invalid Clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (b) collecting any user information from any SaleStruck Network Property or retrieving, extracting, indexing or caching any portion of any SaleStruck Site or services or the websites or services of our Affiliates, whether through the use of automated applications or otherwise; (c) targeting communications of any kind on the basis of the intended recipient being a user of any SaleStruck Network Property; (d) interfering with the proper working of any SaleStruck Network Property, Sponsored Products or our systems; or (e) attempting to bypass any mechanism we use to detect or prevent such activities. 

P-4. Payment And Tax Matters 

You will pay us the applicable fee per Click in accordance with the Programme Policies. The per Click fee will be determined solely by SaleStruck based on the amount you bid for Your Sponsored Products, consistent with any applicable product category minimums and the Programme Policies. You waive all claims related to the fees we charge (including fees based on suspected invalid Clicks on or invalid impressions of Your Sponsored Product), unless claimed within 60 days after the date charged. You understand third parties may generate impressions or Clicks on Your Sponsored Product for improper purposes and you accept this risk. Your sole and exclusive remedy for any suspected invalid impressions or Clicks is to request advertising credits within the timeframe set out above. 

All fees and charges payable under the Agreement by you are exclusive of applicable national, state or local sales or use taxes or value added tax, service tax or goods and service tax (‘Taxes’) that we are legally obligated to charge under applicable legislation. We should raise a valid tax invoice under applicable law(s) and regulations within the prescribed time limit. We may charge and you will pay applicable Taxes that are imposed and payable on such fees. 

Where any taxes at source have been deducted by, you will issue an appropriate tax withholding certificate for such amount to SaleStruck. 

P-5. Effect of Termination 

Your termination rights are set out in Section 3 of the Business Solutions Agreement. Upon termination of these Sponsored Products Service Terms, all rights and obligations of the parties under these Sponsored Products Service Terms will terminate, except that Sections P-1, P-2, P-4, P-5,  P-6 and P-7 will survive termination. 

P-6 Agents 

If you are an Agent: (a) you represent and warrant that you have been appointed as an agent of an Sponsored Products Participant, that you are duly authorized to enter into this Agreement on behalf of the Sponsored Products Participant and have full power and authority to bind the Sponsored Products Participant to this Agreement, that all of your actions related to the Sponsored Products Service will be within the scope of this agency, and that the Agreement including these Sponsored Products Service Terms will be enforceable against the Sponsored Products Participant in accordance with its terms; (b) you will, upon our request, provide us written confirmation of the agency relationship between you and the Sponsored Products Participant, including, for example, the Sponsored Products Participant’s express acknowledgment that you are its Agent and are authorized to act on its behalf in connection with Sponsored Products; (c) except as set forth in the Agreement, you will not make any representation, warranty, promise or guarantee about Sponsored Products, us or your relationship with us; (d) you will perform your duties pursuant to the Agreement including these Sponsored Products Service Terms in a professional manner consistent with any requirements we may establish; (e) you will not at any time use information received in connection with Sponsored Products to conduct any marketing efforts targeted at our existing advertisers or Sponsored Products Participants; (f) you and the Sponsored Products Participant are each responsible for all payment obligations under these Sponsored Products Service Terms, and you and the Sponsored Products Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other; and (g) you will abide by all restrictions applicable to the Sponsored Products Participant under this Agreement, including without limitation confidentiality and non-use obligations (e.g., you will not disclose any Confidential Information generated or collected in connection with Sponsored Products to any person or entity other than to the Sponsored Products Participant to which such data or information relates, and you will not use any Confidential Information generated or collected in connection with Sponsored Products for any purpose other than creating, managing, and reporting advertising campaigns on SaleStruck Network Properties on behalf of the particular Sponsored Products Participant that has expressly authorized you to do so). 

P-7. Miscellaneous 

P-7.1 Representations 

In addition to your representations and warranties in Section 5 of the Business Solutions Agreement, you represent and warrant to us that Your Materials comply with all applicable Laws (including all packaging and labelling requirements) and do not contain any content or materials that is illegal, offensive (including but not limited to material that is sexually explicit content or which promotes racism, bigotry, hatred or physical harm), deceptive, misleading, abusive, indecent, harassing, blasphemous, defamatory, libelous, obscene, pornographic, pedophilic or menacing; ethnically objectionable, disparaging; or is otherwise injurious to third parties; or relates to or promotes money laundering or gambling; or is harmful to minors in any way; or impersonates another person; or threatens the unity, integrity, security or sovereignty of India or friendly relations with foreign States; or objectionable or otherwise unlawful in any manner whatsoever; or which consists of or contains software viruses (except to the extent expressly permitted under applicable Programme Policies). 

P-7.2. Indemnification 

In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our Affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim arising from or related to: (a) your participation in Sponsored Products, including the display of any of Your Sponsored Products, Content, data, materials or other items or information to which Your Sponsored Products link, and any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing; (b) your actual or alleged breach of any representation, warranty, or obligation set forth in these Sponsored Product Service Terms or the Programme Policies; or (c) if you are an Agent, any breach or alleged breach of Section P-6 or your other representations, warranties, or obligations set forth in these Sponsored Product Service Terms. 

P-7.3. Disclaimers 

IN ADDITION TO THE DISCLAIMERS IN SECTION 7 OF THE BUSINESS SOLUTIONS AGREEMENT, WE AND OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS. 

Sponsored Products Definitions 

“Agent” means an advertising agency or other person or entity who represents an Sponsored Products Participant as its agent. 

“Sponsored Products Participant” means any person or entity enrolled in Sponsored Products by you if you are the Agent of that person or entity. 

 “SaleStruck Network Properties” means: (a) the SaleStruck Site; (b) any website, device, service, feature or other online point of presence operated by SaleStruck or any of our Affiliates; and (c) any SaleStruck Associated Properties. 

“Click” means each time a user clicks on any of Your Sponsored Products as determined solely by SaleStruck. 

 “Your Sponsored Products” means any advertisement for a product based upon Your Materials that is displayed through Sponsored Products.