Creators Studio- Operating Agreement

This document is an electronic record in terms of Information Technology Act, 2000 and the rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.

This Creators Studio Operating Agreement (“Operating Agreement”) contains the complete terms and conditions that governs your participation in the Shopsy Creators Studio (the "Program"). As used in this Agreement, ‘Shopsy’ "we", "us", or "our" means Flipkart Internet Private Limited or any of our affiliate; parent; or group companies and our successors and assigns, as the case may be. Creator, "You" or “your” means the applicant. Shopsy Site means, collectively, the Shopsy.in website, the Shopsy mobile website and the Shopsy mobile applications. "Your site" means your website or any site(s) where you will link to the Shopsy Site (and which you will identify in your Program application). Save for our obligation to pay referral fees under Section 4, which may be performed solely by us, we may cause any of our obligations under this Agreement to be fulfilled by any of our affiliates on our behalf.

By participating in the Program, you (a) are agreeing to be bound by this Operating Agreement; (b) represent and warrants that you are not incompetent to enter into the contract within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc.;(c) agree to be in compliance with the terms of this Operating Agreement. If this Operating Agreement is being agreed to by a company or other legal entity, then the person agreeing to this Operating Agreement on behalf of that company or entity hereby warrants that he or she is authorized and lawfully able to bind that company or entity to this Operating Agreement.

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

   • Advertise Special Links (defined below) through pop-up windows / pop-unders.
   • Advertise Special Links as a cashback offer (i.e., in terms of Money Transfer. You can provide reward points in the form of mobile recharge or any gift vouchers kind of thing to your customers from your side, but you need to mention clearly on your website that the gift articles are not provided by Shopsy/Shopsy.com and the customer should contact only you for any queries related to those gift articles which you had provided to them, not to Shopsy/Shopsy.com.
   • Advertise misleading/wrong offers/deals running on Shopsy;
   • Use Special Links, whether directly or indirectly, on web sites offering any kind of referral program with/without payment of fees and/or sites in the nature of multi-level marketing arrangements.
   • Use Special Links on illegal audio/video download sites.
   • Promote Special Links or any third-party links via use of paid ads on search engine result pages and social media websites by bidding on trademark of Shopsy.com or any variation or misspelling of any trademark of Shopsy.com;
   • Promote pornography and sexually explicit materials.
   • Promote violence.
   • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
   • Promote illegal activities.
   • Include any trademark of Shopsy.com/Shopsy, or its affiliates, or any variation or misspelling of any trademark of Shopsy/Shopsy.com, or its affiliates, in any parent domain name -- for example, a domain name such as "Shopsyauctions.net" would be unsuitable.
   • Include any trademark of Shopsy.com, Inc. or its affiliates in any username, group name, or other identifier on any social networking website.
   • Include any colour combination or layout similar or identical to Shopsy.com, with the intention to deceive.
   • Use links or URLs which are not published by the Shopsy Site or by Shopsy Creator Studio.
   • Add products directly to the customer's cart using scripts or any tools.
   • Are owned by or are principally maintained/operated by current employees of Shopsy;
   • Otherwise violate intellectual property rights.
   • Any other, as determined by us at our sole discretion.

If we determine that you have not complied with any requirement or restriction provided in the Program or any other applicable policies or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under this Operating Agreement, terminate this Operating Agreement, or both. In addition, you hereby consent to us monitoring, recording, using, and disclosing information about your site and visitors to your site that we obtain in connection with your display of Special Links, and monitoring, crawling, and otherwise investigating your site to verify compliance with this Operating Agreement and Program.

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

We may from time to time require certain additional documents and proof to establish your identity and other KYC related checks. You agree to cooperate and provide such documents sought from you as and when requested in order to continue your participation in the Program.

Self-Orders / Bulk Orders

Please also note that you may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. The reason behind this policy is that this Shopsy Creator Studio is an advertising program rather than a discount program. Our goal is to have our creator/you refer new customers to us in return for referral fees. You are not eligible for referral fees when you place orders yourself or ask people you know to routinely place orders through Special Links so that you can earn referral fees. If you are found in violation of these policies, then Shopsy has the right to terminate your registration as well as revoke all payments linked to your account, unless you can show that the purchases were genuine and not in the violation of terms & conditions of this Operating Agreement.

Paid Search Ads campaigns

For Paid Search Ads through Google AdWords campaigns or of other search engines, you cannot send users directly to the Shopsy Site through keyword bidding or other paid search activities. However, if your Paid Search Ads, without using any Shopsy trademarks or variations and misspelling of such trademarks send users to your own website and then your website displays Special Links to Shopsy Site, you may earn referral fees for eligible purchases made by users who click through your Paid Search Ads to your website and then click through to the Shopsy Site. You should not include the Shopsy domain name (www.Shopsy.com) as a Display URL or Destination / Landing Page URL in the ad copies of your AdWords campaigns. If you are found / identified by us (we have systems in place to identify) directing users / traffic to Shopsy Site directly through Paid Search Ads will be penalized. Non-compliance would not only lead to suspension of your account but also cancellation of all pending commissions and commissions thereafter. By participating in the Program, you agree that you will not engage in any such activities.

If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and your site is thereafter determined (in our sole discretion) to be unsuitable for the Program at a later period, we may terminate this Operating Agreement and your account with immediate effect including withholding all your pending referral fees payments, with or without notice, as may be determined in sole discretion of Shopsy.

We record the traffic sent by you to Shopsy Site in our logs and hold the authority to withhold your payments/disable your account in case of:

• • Self-orders or bulk orders.
  • Prohibited paid install campaigns for Shopsy Mobile App.
  • Prohibited Paid Search Ads campaigns; or
  • Links to the Shopsy Site, including a redirecting link, that is generated or displayed on a search engine in response to a general internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.

Further, by participating in the Program you agree that you have read and understood the contents of Shopsy Terms of Use available at http://www.shopsy.in/pages/reseller-terms-conditions and Privacy Policy http://www.shopsy.in/pages/reseller-privacy-policy at and contents of the said Terms of Use and Privacy Policy shall be read as part and parcel of this Operating Agreement and be binding upon you.

1. Links on your site:

Product Links:

After you have been notified that you have been accepted into the Program, you may display Special Links on your site. “Special Links'' are links to the Shopsy Site that you place on your site in accordance with this Operating Agreement and which properly utilize such Special Links formats as provided by us as a part of the Program. You may select one or more Products (defined below) to list on your site using a variety of formats that we make available to you in order to facilitate your advertisement of Products, such as text link format, graphical link format, customizable "widget" format, or "product preview" link format. A "Product" is any product listed/sold on the Shopsy Site, for each selected Product, you will display on your site a short description, review, or other reference. “Content” is any text, description, data, images, GIFs, link formats, review, any other information/content or any and all intellectual property rights thereto, including trademarks, trade secrets, trade dress, design, mask work, copyrights, and patent rights that you use on your site or any site as a part of this Program. You understand and agree to adhere with the following terms with respect to the Content and any information that will be displayed by you with Special Links for the selected Product as a part of this Program:

a) Content must be your own original work, created solely by you, and must not infringe the copyright, trademark, privacy, publicity, or other personal or proprietary rights of any person or entity.

b) If any person appears or are referred to in the Content, you are solely responsible for obtaining permission from such persons prior to posting or making such Content.

c) Content that is lewd, obscene, sexually explicit, pornographic, disparaging, defamatory, libelous or obscene, or that otherwise contains inappropriate content or objectionable material must not be posted or made publicly available and we at our sole and unfettered discretion ask you to remove such Content, if applicable, or require that you remove such Content. You shall ensure that Content will not be inappropriate and will be regulated to the extent of political sentiments, nudity and profanity.

d) Content must not contain trademarks or other registered marks owned by any third party without written valid permission from such third party.

e) Content must not defame, misrepresent, or contain disparaging remarks about other people, companies, or products.

f) Content must not violate any applicable laws, regulations and guidelines subsisting in India or abroad.

You will be solely responsible for the Content, style, and placement made by you as a part of this Program and shall fully indemnify Shopsy from any claims. You will provide a Special Link from each Product reference on your site to the corresponding Shopsy Site online catalog entry. Each such link will connect directly to a single item in our online catalog. You may add or delete Products (and related links) from your site at any time without our approval. You may not use Special Links to link to the Shopsy Site from references to products on your site that are not "Products" as defined above. Products excludes any product offered on any site other than the Shopsy Site.

Search Box Link:

You may provide a Shopsy Site search box on your site that will permit your site visitors to view Products that are the results of their search query within the Search Box link or view results that link directly to a page on the Shopsy Site that contains the results of their search query. We will provide you with technical specifications describing how to include an Shopsy Site search box on your site.

General Link to Shopsy Site Home Page:

You may provide a general link on your site to the home page of the Shopsy Site.

Search Results Link:

You may provide a link on your site that will link to a particular search result on the Shopsy Site, the parameters of which will be determined by you based on search generating alternatives we make available to you.

Any Page Link:

You may provide a link on your site that will link to any particular page on the Shopsy Site, provided that you properly use the Special Links formats provided as a part of the Program to create such link. Any product link which is copied as a part of the Program and placed on your site which redirects the customers directly to the Shopsy Site/Product page pursuant to this Operating Agreement and which properly utilizes such Special Links formats.

You will earn referral fees only with respect to activity on the Shopsy Site occurring directly through Special Links. We will not be liable to you with respect to any failure by you to use Special Links including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You acknowledge that by participating in the Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the Shopsy Site. You also acknowledge that we (and our corporate affiliates) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring). You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates. Further, you acknowledge and agree that you will: (a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the Shopsy Site; (b) ensure that any "Privacy Information" link or Shopsy trademark (either in logo or text form) that we include in a Special Link is not obscured or altered in any way or made invisible, illegible or indecipherable to visitors of your site; (c) use any data, images, text, or other information obtained by you from us or the Shopsy Site in connection with this Agreement only in a lawful manner and only in accordance with the terms of this Agreement; (d) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant; (e) not modify or alter any Content that consists of a graphic image, other than to resize it; (f) not edit any Content that consists of text, other than to shorten its length; (g) not sell, redistribute, sublicense or transfer any Content; (h) not use any Content in a manner intended to send sales to any site other than the Shopsy Site; (i) promptly delete any Content that is no longer displayed on the Shopsy Site or that we notify you is no longer available for your use and (j) not use any Content, including any name or likeness embodied therein, in a manner (e.g., a closely proximate placement to unrelated third party materials) that implies a person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.

1. Order Processing:

We will process Product orders placed by customers who follow Special Links from your site to the Shopsy Site. We reserve the right to reject/disapprove orders that do not comply with any requirements that we periodically may establish. We will track sales made to customers who purchase Products by using Special Links from your site to the Shopsy Site and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time at our discretion.

1. Referral Fees

We will pay you referral fees in accordance with Sections 5 & 6 below and in accordance with rate cards available on the app. In the event any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent referral fees payable to you under this Operating Agreement. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link on your site to the Shopsy Site and during a single session, add the Product to his or her shopping cart. The Session begins when the customer clicks through a Special Link on your site to the Shopsy Site and ends upon the first to occur of the following events:

• • session based on the customer's initial click-through.
  • the customer places an order for a Product, or
  • the customer follows a third-party link to the Shopsy Site that is appended with a different creator’s tag, or
  • The customer follows a link to the Shopsy Site that is appended with Shopsy's email campaign tag.

We will only pay referral fees on eligible Products after order, shipping and payment by customer and after final confirmation of the order (i. e after return, refund and cancellation window is over as per the terms of the Shopsy Site). To permit accurate tracking, reporting and fee accrual, you must ensure that the Special Links between your site and the Shopsy Site are properly formatted.

We will not be liable for paying referral fees - (a) on purchases that are not correctly tracked and reported because the links between your site and the Shopsy Site are not properly formatted. (b) we will not, however, pay referral fees on any Products that are added to a customer's shopping cart after the customer has re-entered the Shopsy Site (other than through a Special Link from your site), as determined by us, even if the customer previously followed a link from your site to the Shopsy Site; (c) In addition, we will not pay referral fees for any purchases made by customers referred through a Prohibited Paid Search Ad or Special Links (to the Shopsy Site) that is generated or displayed in response to general Internet search queries or keywords. "Prohibited Paid Search Ad" means an advertisement that you purchased through bidding on keywords, search terms, or other identifiers (including Proprietary Terms) or other participation in keyword auctions. "Proprietary Term" means keywords, search terms, or other identifiers that include the word "Shopsy," or any other trademark of Shopsy, or variations or misspellings of any of those words (e.g., ‘Shops’ "Shopsii," etc). You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Operating Agreement. In addition, you may not:

• • directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the Shopsy Site (e.g., by implementing any "cashback" program for persons or entities who use Special Links on your site to access the Shopsy Site).
  • read, intercept, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity.
  • in any way modify, redirect, suppress, or substitute the operation of any button, link, or other interactive feature of the Shopsy Site.
  • make any orders or subscription requests or engage in other transactions of any kind on the Shopsy Site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so.
  • take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring.
  • other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the Shopsy Site or otherwise around or in conjunction with the display of the Shopsy Site (e.g., through any "framing" technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action.
  • attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the Shopsy Site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the Shopsy Site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site);
  • attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any website that participates in the Program; or
  • seek to purchase or register any keywords, search terms or other identifiers that include the words "Shopsy," "Flipcart", "Digiflip", "Flyte" or any other trademark of Flipkart Internet Private Limited or its affiliates, or variations or misspellings thereof ("Proprietary Terms") for use in any search engine, portal, sponsored advertising service or other search or referral service.

From time to time, we may request that you cause any applicable web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with search results, assuming the provider of such Web search engine offers such exclusion capabilities.

1. Referral Fee Schedule

For eligible Products sold during Sessions initiated through Special Links on your site, you will earn (subject to the other terms of this Agreement) referral fees in accordance with the "Fee Structure" described below.

Fee Structure: Subject to the other terms of this Agreement, you will earn a percentage of Qualifying Revenues at our sole discretion(revenues derived by us from customers as a result of sales of Qualifying Product i,e Product which becomes eligible for the payment of referral fees pursuant to this Operating Agreement) on units sold during sessions initiated through Special Links on your site excluding costs for shipping, handling, gift-wrapping, taxes separately stated and charged to the customer, service charges, rebates, credit card processing fees, returns.

You understand and agree that your referral fees are capped to a fixed amount of up to INR 50,000 (Fifty Thousand Rupees) ("Monthly Limit") per month at our sole discretion. Based on your performance we will also be increasing your max commission cap to Rs. 5 Lakh, this will be at our sole discretion, we will notify this to you via communication channels. You understand that we will pay you referral fees as per the rate card provided on the app. You agree to pace your campaigns accordingly and in line with the Monthly Limit applicable to you. If you continue to promote even after reaching the Monthly Limit, we will not be liable to pay you any referral fees and hereby disclaims all liability with such promotions and payment of referral fees.

You will be eligible for the referral payments if the purchase is made within 1 hour of opening the special link for the first time.

1. Referral Fee Payment

We will pay you the referral fees in accordance with the terms of this Operating Agreement. You will be able to withdraw the referral fees only after it reflects in the “Payments Eligible” section under the “Earnings” tab. The “Total Pending” amount will reflect the total sales amount of tentative orders which will not be eligible to be withdrawn unless it moves to “Payments Eligible”.

In order to start withdrawing the amount you will be required to add bank account details which will be verified and only after successful verification you will be able to withdraw the eligible referral fee via online transaction to your bank account only after we enable the “withdraw now” option.

1. Non-GST Declaration Letter

   • Requirement to seek registration by the creators.

     • Section 22(1) of the CGST Act provides relief to certain categories of suppliers, engaged in the supply of taxable goods or services, from the requirement of obtaining registration under the Act, determined by the aggregate value of taxable turnover in a financial year.
     • In the event that a supplier does not exceed the threshold of aggregate turnover of Rs 20 Lakhs or Rs 10 Lakhs (as the case may be), such supplier is not bound to obtain registration under the CGST Act and may conduct its business operations as an unregistered supplier. Therefore, the taxability of the supplies received from unregistered suppliers would be governed by the provisions of section 9(4) of the CGST Act, whereby the onus to discharge the tax liability on such supplies vests on the recipient under reverse charge mechanism in respect of specific services only.
     • However, it may be noted that the services in nature of facilitation being undertaken by the affiliates are not notified for the purpose of levy of GST under reverse charge mechanism on the service recipient. Hence, no liability would arise in the hands of Shopsy or any of its affiliates or group company.

   • Documentation requirement

     • According to the provisions of section 31(2) of the CGST Act, every registered person rendering taxable service is obligated to issue a tax invoice to the recipient of such service, with appropriate declarations as required thereunder. Accordingly, Shopsy should seek to obtain an invoice with GST from the registered service providers.
     • Further, Shopsy being the recipient of services, is eligible to avail the credit of the taxes that may be levied by the supplier of service, only under the possession of a valid tax invoice, in terms of provisions of section 16 of the CGST Act, failing which, tax credit to that extent would be lost in the hands of Shopsy.

   • GST Clauses in the 'Terms and Conditions'

     • Further, it is imperative that the 'Terms and Conditions' of the program be amended in a manner so as to encapsulate the following:

       • All the Creators who are registered under the GST Law would be mandatorily required to issue a tax invoice for the supply of service under the Program.
       • Creators who are not required to be registered under the GST Law, would not be required to issue a tax invoice under the Program but could issue a commercial invoice along with a declaration letter for the same.
       • Also, in case the Creators are crossing the threshold as mentioned.

above but not getting registered will be liable to be blocked from the Program and Shopsy Site.

1. Policies and Pricing

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect Products that you have listed on your site, your site may only show prices when we serve the link in which those prices are displayed. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

1. Identifying Yourself as a Creator

You may not issue any press release with respect to this Operating Agreement or your participation in the Program; such action may result in your termination from the Program. You may not in any manner misrepresent or embellish the relationship between us and you, or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Operating Agreement (including by expressing or implying that we support, sponsor, endorse, or contribute money to any charity or other cause). Any such activity will lead to suspension of your account and/or withholding of payment of any accrued and future commissions as being in violation of this Agreement and we reserve the right to take legal actions against you in case of such activities or violation of any of terms of this Operating Agreement.

1. Links on Your Site

We grant you a nonexclusive, revocable right to use the graphic image and text for which we grant express permission solely for the purpose of identifying your site as a Program participant. You may not use such an image or text in an offline promotion or other offline manner (e.g., in any printed material, mailing or other document). You may not modify the graphic image or text, or any other of our images, in any way. We reserve all of our rights in the graphic image and text, any other images, our trade names and trademarks, and all other intellectual property rights. You agree to follow our Trademark Guidelines, as those guidelines may change from time to time. We may revoke your license at any time by giving you written notice.

1. Responsibility for Your Site

You will be solely responsible for the development, operation and maintenance of your site and for all materials that appear on your site. For example, you will be solely responsible for:

• • The technical operation of your site and all related equipment.
  • Ensuring the display of Special Links on your site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party that hosts your site).
  • Creating and posting Product descriptions on your site and linking those descriptions to the Shopsy Site catalog.
  • The accuracy and appropriateness of materials posted on your site (including, among other things, all Product-related materials and any information you include within or associate with Special Links).
  • Ensuring that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights).
  • Ensuring that materials posted on your site are not libelous or otherwise illegal.
  • Ensuring that your site accurately and adequately discloses, either through a privacy policy or otherwise, how you collect, use, store, and disclose data collected from visitors, including, where applicable, that third parties (including advertisers) may serve content and/or advertisements and collect information directly from visitors and may place or recognize cookies on visitors' browsers.
  • We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, operation, maintenance and contents of your site. We also advise you to strictly abide by the terms and conditions of this Operating Agreement and any non-observance of the terms therein shall terminate our association with immediate effect.

1. Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing email and all other anti-spam laws.

1. Consumer Protection (CPA) Laws -

You will fully comply with applicable laws for the consumers including but not limited to the Consumer Protection Act and Rules made thereunder. You shall also comply with the laws regulations and guidelines pertains to social media and advertisement as ‘Influencer’ and ensure that there shall not be any violation of consumer rights, create and / or follow unfair trade practices, and share false or misleading advertisements which are prejudicial to the interests of the public and consumers, and hamper promote, protect and enforce the rights of consumers.

If the advertisement promoted by you is misleading in nature, i.e., falsely describes the product/service, or gives a false guarantee as to the nature, substance, quality/quantity of the product/service, deliberately conceals important information about the product/service, etc., you are fully responsible for the complaint filed by the consumer under the CPA as ‘endorsers’ for featuring in a misleading advertisement and also for penalties imposed by CCPA authorities and Shopsy shall not be responsible for the same.

1. Anti Money Laundering

You will fully comply with all applicable laws and regulations including but not limited to anti-money laundering (including know your customer and customer due diligence) and sanctions (economic and trade) enforced by the United Nations, the Republic of India, U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). You will not engage in a transaction pursuant to this Operating Agreement that will cause the other party to violate such laws and regulations.

1. Term of the Agreement

The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to the Shopsy Site, and all of our trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn referral fees only on sales of eligible Products that occur during the term and referral fees earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

Effect of Termination: Upon termination of this Agreement by either side you will cease to be a creator and shall remove all links to the Shopsy site as detailed in clause 12 herein above and non-removal of links and use of all or any of our trademark, trade dress, logos and price are treated as illegal crawling and infringement of our Trademark.

1. Modification

We reserve the right to modify any of the terms and conditions contained in this Operating Agreement without prior notice to you at any time and at our sole discretion. Modifications may include, for example, changes in the scope of available referral fees, referral fee schedules, payment procedures, and Program terms and conditions. If any modification is unacceptable to you, your only recourse is to terminate this Operating Agreement. Your continued participation in the Program following the posting of changes will mean that you accept and agree to the revisions and will constitute binding acceptance of the change.

1. Relationship of Parties

You and we are independent contractors, and nothing in this Operating Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. 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 reasonably would contradict anything in this clause.

1. Limitation of Liability

We will not be liable for any direct, indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Operating Agreement or the Program, even if we have been advised of the possibility of such damages. We hereby disclaim any liability with respect to the Program.

1. Disclaimers

We make no express or implied warranties or representations with respect to the Program, or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Shopsy Site will be uninterrupted or error-free and we will not be liable for the consequences of any interruptions or errors.

1. Independent Investigation

You acknowledge that you have read this Operating Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee or statement other than as set forth in this Operating Agreement.

1. Disputes

Any dispute relating in any way to the Program, or this Operating Agreement will be adjudicated in courts in Bangalore (Karnataka), and you hereby consent to exclusive jurisdiction and venue in those courts. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

1. Miscellaneous

This Agreement will be governed by the laws of the Indian Republic, without reference to rules governing choice of laws. You may not assign this Operating Agreement by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Operating Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Operating Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Operating Agreement.

1. Roles and Responsibilities of participant of this Program

2. On registration, you will receive an account which will be verified with OTP of the registered mobile number of your account. You are responsible for:

   1. maintaining the confidentiality of your login credentials for your account.
   2. all activities by you accessing the Shopsy Site through your account.
   3. immediately notify us of any unauthorised use of your account or any other breach of security that you become aware of; and
   4. ensure that you exit from your account at the end of each session.
3. You are solely responsible for all activities that occur under your account, and we shall not be liable for such activity in any manner.
4. Please also note that you should not purchase products through the Program for your own use, for resale or commercial use of any kind. You are not eligible for referral fees when you place orders yourself.