SELLER AGREEMENT

This agreement executed on this 05th day of March, 2015

Between

M/s. J. S. S. P. Enterprises, a Proprietary Firm, having its office at Plot No. 8/35, Ajanta Advertisers, Marol Co-operative Industrial Estate, Andheri (East), Mumbai 400 059 through its proprietor MR. ANIL M. MANCHANDANI, bearing PAN No. AACPM9204G, hereinafter referred to as “Seller”(which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include Sellers’ heirs / associates’, affiliates, successors and permitted assigns) of the FIRST PART;

AND

Jasper Infotech Private Limited, a company incorporated under the Companies Act, 1956, having its corporate office at Building No- 246, 1st Floor, Okhla Industrial Estate, Phase-III, New Delhi-110020 hereinafter referred to as, “Snapdeal” (which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns) of the SECOND PART;

Seller and Buyer/Snapdeal may be referred to as the “Party” individually and as the “Parties” collectively, as the context may require.

WHEREAS

1. Snapdeal owns and operates an online market place on the website located at the URL www.Snapdeal.com (the “Website”) which acts as an online platform for different Sellers to sell their products and for different buyers to access variety of products and to purchase the products offered by Sellers;

2. Seller being desirous of using the Website as a platform to offer and sell Baggit Products (defined below) to the users of the Website have completed Snapdeal’s Seller Registration Form to enroll as a registered Seller on the Website; and

3. As a part of the registration process, Snapdeal requires Seller to agree to the terms and conditions for offering for sale, and selling, the Products, dispatching the Products purchased by a Buyer (defined below), and accessing and using the Seller Panel (defined below) on the Website as detailed in this Agreement.

HENCE THIS AGREEMENT IS NOW MADE AND THE PARTIES HERETO AGREE AS FOLLOWS:

1.1 “Agreement” shall mean this Seller Agreement in its entirety, including all content which is referenced and annexure attached to this Agreement.

1.2 “Banned Products” shall mean the products/goods/articles included in the Snapdeal Banned Products List.

1.3 “Buyer” shall mean any user of the Website who purchases any Product of the Seller through the Website.

1.4 “Courier Fees” shall mean the fees payable to Snapdeal for availing of the courier services through Snapdeal’s Courier Partners and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment.

1.5 “Courier Partner” shall mean the courier companies with whom Snapdeal has partnered for couriering / delivering the purchased Products to the Buyers.

1.6 “Fulfillment Centre” shall mean a building / warehouse, identified by Snapdeal to the Seller, at Snapdeal’s discretion, where Seller may place a limited quantity of the Product until the Products are sold and dispatched to the Buyers.

1.7 “Fulfillment Centre Charges” shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.

1.8 “Invoice” shall mean the invoice as may be raised by the Seller on the purchase of a Seller’s Product by a Buyer, through the Website.

1.9 “Packaging Material Charges” shall mean the charges as may be provided in the Commercial Term Segment as packaging material charges.

1.10 “Payment Collection Fees” shall mean the fees (or percentage) as may be provided in the Commercial Term Segment as payment collection fees.

1.11 “Product(s)”shall mean the product(s), made available by the Seller for sale on the Website.

1.12 “Seller Panel” shall mean a web page / account on the Website provided by Snapdeal to the Seller with a unique login id and password to update the order status, price and inventory of the Products on the Website.

1.13 “Selling Price” shall mean the price of a Product in INR at which such a Product is offered for sale by the Seller to the prospective buyer on the Website.

1.14 “Seller Proceeds” shall mean the net amount receivable by the Seller after deduction of the Snapdeal’s Marketing Fees, Payment Collection Fees, Courier Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.

1.15 “Snapdeal’s Marketing Fees” shall mean a percentage of the Selling Price payable to Snapdeal by the Seller on the sale of any Product through the Website. This percentage may vary from Product to Product, as provided in the Commercial Term Segment which is annexed herewith as Annexure-I.

1.16 “Snapdeal Policies” means the ‘Anti-Bribery & Anti-Corruption Policy’, ‘Snapdeal Banned Products’ List’ and ‘Trust Pay Policy’, which are part and parcel of this Agreement &such other policy (including any amendments thereof) which Snapdeal may issue and make applicable on the Seller from time to time including but not limited to Seller Panel Terms of Use and Privacy Policy and the Terms of Use, the Privacy Policy and the Copyright Policy of the Website which are applicable to the Seller.

1.17 “Term” shall mean the period commencing from the date of this Agreement up to the termination of this Agreement in accordance with Clause 15as provided herein below.

1.18 “Territory” shall mean the Republic of India.

1.19 “Website” shall mean the website located at the URL ‘www.Snapdeal.com’ or such other URL as may be specifically provided by Snapdeal.

1.20 “TERM” this Agreement shall be valid for a period of 1 (One year) commencing from 04th March, 2015__ to 03rd March, 2016 which shall be renewable as per mutual discussion between parties.

2. COMPLETION OF SELLER REGISTRATION

2.1 As a part of the registration process, Sellerstate that Sellerhave completed the Seller Registration Form and provided other relevant details as required by Snapdeal. Seller represent that Seller, in Seller’s individual capacity and/or as an authorized representative of the entity registering as a Seller on the Website, are competent to contract, are at least eighteen (18) years of age, are of sound mind and are not disqualified from entering into a lawful contract under any law in India.

2.2 Seller also represent that Seller have provided to Snapdeal Seller information such as name, contact details, email address, account details, PAN No., Service Tax Registration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date.

2.3 Seller will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under SellerPanel. Seller agree to (a) immediately notify Snapdeal of any unauthorized use of Selleraccount information or any other breach of security, and (b) ensure that Seller exit from Seller Panel at the end of each session. Snapdeal cannot and will not be liable for any loss or damage arising from Seller failure to comply with this Section. Seller may be held liable for losses incurred by Snapdeal or any other user of, or visitor to, the Website due to authorized or unauthorized use of Seller Panel as a result of Seller failure in keeping Seller Panel and the account information secure, absolute, correct and confidential.

2.4 Seller agree that as a registered Seller of the Website, Sellershall not transfer / sell / trade the Seller Panel to any other person or entity.

2.5 Snapdeal reserves the right to determine the Sellers who may sell on the Website. Snapdeal also reserves the right to suspend access to registered Sellers to the Website and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons for doing so. Snapdeal also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/offered for sale on the Website.

3. PURCHASE AND DELIVERY OF THE PRODUCT

3.1 Seller agrees that he will abide by the terms and conditions of Sellers Agreement and Snapdeal Policies, including any amendments thereto made by Snapdeal from time to time which may be communicated to Seller.

3.2 Seller shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller shall also be required to provide all details relevant to the sale / purchase of the Products, including the Selling Price, an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos. These Product listings and details shall be displayed on the Website, along with the Selling Price.

3.3 Seller represent that Seller shall provide accurate Product information on the Seller Panel/Website. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the

Product description displayed on the Website, Seller agree to refund any amounts that Seller may have received from the Buyer.

3.4 Sellershall be responsible for ensuring that the Seller Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Website. Snapdeal shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Website due to any negligence / default on the part of Seller to provide updated and accurate Product information. Seller shall be required to retain an adequate inventory of the Products listed on the Website, for successful fulfillment of orders.

3.5 Seller shall not attempt to sell any products falling in the category of Snapdeal Banned Products’ List which is annexed herewith as Annexure-II. Snapdeal shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller’s access to the Seller Panel and the Website or terminate this Agreement forthwith.

3.6 When a Buyer elects to purchase a Product through the Website, Snapdeal shall receive the order for the Product only in the capacity of an online marketplace.

3.7 For all orders placed on the Website, payments shall be collected by Snapdeal on behalf of the Seller, in the mode (i.e., payment gateway or cash on delivery) as opted for by the Buyers. Seller hereby authorize Snapdeal to process, facilitate, collect and remit payments to Seller, (collected either electronically or through cash on delivery), from the Buyers in respect of sale of the Products through the Website. Seller also agree that, in doing so, Snapdeal will be merely acting as seller limited agent with the sole intent and purpose of facilitating the sale and purchase of Products through the Website.Seller also agree that the payment facility provided by Snapdeal is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks or payment through cash on delivery, for the transactions on the Website. Further, by providing the payment facility, Snapdeal is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Website.

3.8 On the Buyer making the payment of the Selling Price through the payment gateway provided on the Website or opting for cash on delivery, Seller will be intimated of the same through the Seller Panel.

3.9 Snapdeal shall provide the necessary backend infrastructure, like call center, order management system, etc., for capturing the Buyer/order details placed on Seller. Orders placed by the Buyer will be forwarded to Seller/reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the packaging guidelines issued by Snapdeal from time to time and dispatch the Product(s) to the Buyer.

3.10 Seller shall ensure that the purchased Product is dispatched to the Buyer, within such time period which Snapdeal may prescribe from time to time, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the Seller Panel to reflect this development.

3.11 The default delivery model provided by Snapdeal for the delivery of purchased Products to the Buyers is the Drop-Ship Model as detailed herein below. Snapdeal

may, at its discretion, introduce other delivery models listed at in this Clause, at any time in the future. On introduction of such other delivery models, Snapdeal may, at its discretion, offer these delivery options to all or select Sellers. All four (4) delivery models are detailed below for the Sellers’ information.

i. Model 1 – Drop-Ship Model - (Default Model) - Seller will be responsible for packaging and shipping the Product to the Buyer via courier through one of the Courier Partners;

ii. Model 2 - One Ship Model - If Seller receive several orders from the Website, then in order to expedite collection and dispatch of such Products, a designated Courier Partner shall first collect all such ordered Products from Seller and consolidate them at a designated premises (consolidation center) and then the respective Products will be dispatched to the Buyers by the Courier Partners identified by Snapdeal;

iii. Model 3 - Fulfillment Centre–Sellermay keep the Products in the Fulfillment Centre along with a detailed inventory of the same, Snapdeal shall be responsible to packaging and dispatch of the Products to the Buyers as per the orders received by the Seller from time to time and in accordance with the directions of the Seller; or

iv. Model 4 – Seller Self – Seller will be responsible for packaging and shipping the Product to the Buyer via any courier service other than the Courier Partners.

3.12 Seller shall keep Snapdeal informed promptly on any information that shall impact the delivery of a Product to the Buyer.

3.13 Sellerconfirm and understand that selling and delivering fake, duplicate, spurious, counterfeit, refurbished or previously owned Products through the Website will cause great prejudice and harm to the reputation and goodwill of Snapdeal and may also cause harm and prejudice to the Buyers. Seller acknowledge and warrant that Sellershall not sell any Product which may cause prejudice or harm to the reputation and goodwill of Snapdeal. Further, if Snapdeal receives any complaint from any Buyer or if Seller sell or deliver fake, duplicate, spurious, counterfeit, refurbished or previously owned Products through the Website then Seller shall be debited with an amount of equivalent to total GMV (Gross Merchandise Value) of all products sold through Snapdeal’s website or Rs 5,00,000, whichever is higher and will lead to immediate delisting of all of Seller products from Snapdeal. Snapdeal reserves the right to adjust the above amount from any amount accrued to Seller pursuant to this Agreement.

4. NON-DELIVERY ORRETURN OF PRODUCTS

4.1 Non Delivery/Return of the Product Due To Fault of the Seller

(a) Where the Product has not been delivered due to any reason/fault attributable to Seller, then Snapdeal shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay Snapdeal and Snapdeal shall be entitled to recover from Seller:

(i) Where Snapdeal has not remitted the Seller Proceeds to the Seller –Snapdeal Marketing Fee, Courier Charges, Payment Collection Fees and Fulfilment Charges (if applicable); and

(ii) Where Snapdeal has remitted the Seller Proceeds to the Seller – the Seller Proceeds along with Snapdeal Marketing Fee, Courier

Charges, Payment Collection Fees and Fulfilment Charges (if applicable).

4.2 Parties agree and acknowledge that Snapdeal shall be entitled to recover/adjust any outstanding amount due and payable by Seller to Snapdeal under this Agreement from any Seller Proceeds payable to Seller and Seller undertake not to object to such recovery/adjustment.

4.3 In the event of any default by Seller to deliver the Product to the Courier Partners (and therefore to the Buyer)on time or at all, Seller shall immediately update the Seller Panel / send an email to Snapdeal informing of such non-delivery and the reasons thereof, immediately on the occurrence of such event.

4.4 Seller hereby agree to accept all Products (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.

4.5 Seller agrees that Seller will abide by the terms and conditions of this Agreement, the Snapdeal Policies and all policies made by Snapdeal from time to time.

2. PAYMENT TERMS

2.1 Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Website.

2.2 Snapdeal shall have the right to amend the Snapdeal Marketing Fee percentage applicable to each Product category as provided in the Commercial Term Segment, with prior notice of the same to You. However, Snapdeal shall not change/amend the exceptional margin fee as mentioned in “PART-AA” of “Commercial Term Segment” of Annexure-I. Accordingly, Snapdeal shall, at least twenty four (24) hours prior to the implementation of the revised Snapdeal Marketing Fee percentage for any Product, notify You, by way of an email and/or a notification on the Seller Panel detailing such modifications/amendments/revisions to the Snapdeal Marketing Fee. It shall be the Seller’s responsibility to review the emails / notifications sent by Snapdeal from time to time. Your continued use of Seller Panel (including any updating any information in Seller Panel, listing of Products, inventory maintenance, etc.) after modifications/amendments/revisions of the Snapdeal Marketing Fee shall be deemed as acceptance of such modifications/amendments/revisions.

2.3 Snapdeal reserves the right to run promotions and offers providing benefits/discounts on the Selling Price to the Buyer on the Website on various Seller’s Products only after obtaining prior written approval of the it. Similarly, Seller may provide a discount / offer on the Products by lowering the Selling Price. Notwithstanding the above, the Selling Price of all Products offered on the Website shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.

2.4 TheSelling Price in respect of a Product purchased by a Buyer shall be received in full by Snapdeal either through the online system, i.e., the payment gateway offered by Snapdeal on the Website, or by way of cash on delivery.

2.5 Seller will be responsible for payment of all applicable taxes including sales tax and VAT.

2.6 Seller agrees and acknowledges that Seller will pay Snapdeal, the Snapdeal Marketing Fees, Courier Fees and Payment Collection Fees, Fulfillment Centre Charges and any other fees, as provided in Commercial Term Segment, for all the orders received through Snapdeal.

2.7 Snapdeal shall release the payment of the Seller Proceeds to Seller on the following basis, i.e., the Products delivered during the period from 1st to 7th, 8th to 15th, 16th to 23rd day of every month and from 24th day to end of the month. Snapdeal shall make the payment by way of account payee cheque /RTGS/ NEFT on the 17th and 25th day of same month, and 3rd & 11th day of the next month, respectively, after deducting Snapdeal’s Marketing Fee, the Courier Fees, Payment Collection Fees, Fulfillment Centre Charges and any other applicable fees, as per the Commercial Term Segment.

2.8 It is hereby agreed that Snapdeal shall, deduct, forfeit, adjust any payments due to, or from, Seller in other transactions post submission of calculation towards such adjustments and only after prior written intimation of the seller.

2.9 It is stated that all commercial terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and Seller and the payment facility is merely used by the Buyer and Seller to facilitate completion of the transaction. Use of the electronic payment facility or the cash on delivery method shall not render Snapdeal liable or responsible for the non-delivery of the Products listed on the Website or for any other reason whatsoever.

3. OBLIGATIONS OF THE SELLER

3.1 Seller shall maintain records of all the Products purchased by the Buyers through the Website, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Website’s customer service purposes.

3.2 During the Term, Seller shall appoint a representative, who shall be Snapdeal’s point of contact for any and all matters related to this Agreement, including all sales and delivery related matters.Sellershall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, delayed delivery or non-delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.

3.3 Seller shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.

3.4 Seller shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to sales tax, VAT etc.

4. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS

4.1 Seller agrees that Snapdeal’s role is limited to managing the Website for the display of the Products and other incidental services to facilitate the transactions between Seller and the Customers’. Accordingly, Snapdeal is merely an intermediary and the Website is only a platform where the Seller may offer its Products for sale. The contract for sale of any of the Products shall be a strictly

bipartite contract between Seller and the Customer. At no time shall Snapdeal have any obligations or liabilities in respect of such contract nor shall Snapdeal hold any rights, title or interest in the Products. .Snapdeal shall not be responsible for any unsatisfactory or delayed performance of the Seller including delays as a result of the Products being out of stock.

4.2 The ownership in the Products purchased will be transferred to the Buyer after successful delivery of the same at the destination provided by the Buyer, until which the ownership in the Products shall vest with the Seller alone. As a large market place, Snapdeal will extend its services to Sellers by giving mandates to logistic partners for facilitating the smooth functioning of the transaction between Seller and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.

4.3 Seller hereby agree to accept all sales return (cash on delivery or non-cash on delivery), which are refused/not accepted by the Buyer at the time of delivery.

4.4 Seller will offer standard manufacturer’s or Seller’s warranty actually associated with the Products. All orders placed on the Website are covered under the “TrustPay 100% Moneyback Guarantee” program as displayed on website and amended time to time. Seller agree to fulfill the commitments made under the abovementioned program. The said programme protects the Buyer against inadequate performance or non-performance by the Seller. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage under the trust pay policy. However, if the Buyer fails to invoke dispute under the trust pay policy then “BAGGIT” Brand policy shall be applicable. The Seller shall issue a suitable, duly stamped, manufacturer’s warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer’s complaints will rest solely with Sellers at all times.

5. REPRESENTATIONS AND WARRANTIES

5.1 The Parties hereby represent and warrant to each other as under:

5.1.1 The Parties have all requisite power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorized by all requisite corporate actions to do so; and

5.1.2 The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.

5.2 The Seller undertakes that, at all times during the Term of this Agreement, it will:

5.2.1 abide by the terms and conditions of the Agreement, the Snapdeal Policies and the other Website policies, as may be applicable to the Seller;

5.2.2 not offer for sale/sell/deliver any Banned Products or refurbished products on the Website;

5.2.3 deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and

5.2.4 deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc., and applicable codes of practice,

now or hereafter in effect, relating to the Seller’s performance under this Agreement.

5.3 The Seller represents that the Seller is competent to contract and is not disqualified from contracting under any law in India.

5.4 The Seller has procured and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term.

5.5 The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of Snapdeal or make any representations to any Buyer or any third party or give any warranties which are of such a nature that Snapdeal may be required to undertake, or be liable for, whether directly or indirectly.

5.6 The Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed on the Website, to any other website or through any other platform, at a price which is less than the Selling Price, as listed on the Website.

5.7 The Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact with any Buyer directly.

5.8 The Seller agrees to attend to, and resolve, the Buyers’ queries with regard to the quality of the Products within 1 (one) day from the date of receipt of such queries.

5.9 The Seller hereby represents and warrants to Snapdeal that there are no restrictions, hindrances or encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Seller under this Agreement.

5.10 The Seller shall be responsible for payment of the Seller’s own taxes and any taxes/levies/cess applicable on the Products sold through the Website, and shall indemnify and hold harmless, Snapdeal, from any liability in this regard.

5.11 The Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. The Seller further declares that it shall not violate the intellectual property rights of any third party and for any breach or violation of such intellectual property rights, it shall be solely responsible.

5.12 The content of the Products, the text descriptions, graphics or pictures regarding the Product being uploaded on the Website and the Product packaging, shall not be obscene, libelous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity.

5.13 Seller agree, acknowledge and understand that:

5.13.1 Seller are using the Website provided and owned by Snapdeal;

5.13.2 The permission granted by Snapdeal to use the Website as an online market place is on a non-exclusive basis;

5.13.3 Snapdeal reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Website at any time with prior written intimation to the Seller to that effect;

5.13.4 Snapdeal shall have the right to remove the listing of any Product being offered for sale by Seller with prior written intimation to the seller to that effect;

5.13.5 Any and all data derived as a result of this Agreement will be owned by Snapdeal and Seller shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Seller obligations hereunder; and

5.13.6 For the duration of the Term, the Website shall be maintained by Snapdeal. The ownership of the Website shall vest with Snapdeal and Snapdeal shall make its best efforts to deal with any technical issues affecting the Website (such as, for instance, the Website becoming inoperative. Snapdeal does not warrant that the Seller will be able to use the Website and offer for sale the Seller’s Products at all times or locations on the Website or that the Website and the services provided through the Website will be uninterrupted or error-free or that the defects will be corrected by Snapdeal.

5.14 The Seller represents that the Seller shall not, at any time, use any intellectual property of Snapdeal in any manner without the prior written consent of Snapdeal. The Seller also represents that the Seller shall not purchase any Snapdeal Meta tags on the Internet without the prior written consent of Snapdeal.

5.15 The Seller represents and warrants that if Seller is found indulging in providing of false or misleading information or provision of defective or counterfeit Products, then Snapdeal may initiate civil and/or criminal proceedings against the Seller and Snapdeal may, at its sole discretion, suspend, block, restrict, or cancel the Seller’s registration on the Website and /or disqualify / bar the Seller from selling the Products on the Website.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorized in writing by that other Party. Seller cognize and confirm that Snapdeal has the exclusive right to supervise, allow and reject the contents of the Website. Snapdeal shall not be liable for contents and images shared, uploaded or displayed on the Website by the Seller regarding the Seller’s Products and all consequent liability will be borne by the Seller only.

6.2 Seller hereby grant to Snapdeal the right to display/delist the Products (as updated or to be updated by Seller on the Seller Panel at any/all times) along with the related logo and/or trademark and/or brand name, etc., of the Products for marketing/selling through the Website.

6.3 Seller hereby authorize Snapdeal to use and include Sellertrademarks (as may be provided by Seller from time to time) and Sellercorporate name on the Website and in any directory or promotional material produced in connection with the promotion of the Website or the Products offered by Seller on the Website.

6.4 Seller acknowledges that Snapdeal is merely an intermediary with respect to the Products listed on the Website. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Website

(including availability or sale of counterfeit goods on the Website), Snapdeal may, at its own discretion, remove / delist the allegedly infringing Products / content from the Website, if any, only with prior written notice to Seller.

7. ANTI BRIBERY AND ANTI CORRUPTION POLICY

7.1 The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards.

7.2 The Seller agrees to comply with “Policy” which is annexed here with as Annexure-III and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with Snapdeal or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and Snapdeal reserves the right to take all appropriate actions or remedies as may be required under the circumstances.

7.3 The Seller will provide all possible assistance to Snapdeal in order to investigate any possible instances of unethical behavior or business conduct violations by an employee or hired person of the Seller.

8. LIABILITY

8.1 In the event of any breach or delay in the fulfillment of Sellerobligations by Seller, due to any reason, Snapdeal shall not be held liable/responsible.

8.2 Snapdeal shall not be liable for the sale of the Products by Seller through the Website or any loss incurred by Seller or the Buyer therefrom.

9. CONFIDENTIALITY

9.1 The Parties acknowledge that during the existence of this Agreement, Seller will have access to confidential information of Snapdeal and its affiliates. Seller undertake to keep confidential all data and other confidential information supplied to Seller by Snapdeal under this Agreement and shall not sell or otherwise make that information available to any third parties. This Agreement, and the terms thereof, shall be considered to be confidential.

9.2 Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Snapdeal, and Seller will not use the same forSeller own purpose or distribute such data in any form or means except for the purpose of this Agreement and shall keep it confidential at all times. Confidential information would include but not be limited to Buyer details, market information, all work products and documents related thereto, the contents of the Website or any other information which is treated as confidential by Snapdeal, and any other information, whether oral or in writing, received or to be received by Seller which is agreed to be treated under the same terms, whether expressly or by implication.

9.3 The obligations under this Clause shall survive the termination of this Agreement.

10. INDEMNIFICATION

10.1 The Seller agrees and undertakes to indemnify and to hold harmless Snapdeal, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys’ fees) incurred by reason of (i) any breach or

alleged breach by the Seller of the Seller’s obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or regulation; or (iii) any breach by the Seller of any Snapdeal Policies or any other policies.

10.2 Additionally, the Seller shall, at all times and to the complete satisfaction of Snapdeal and without demur, at its own expense, indemnify, defend and hold harmless, Snapdeal and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against Snapdeal or its directors, successors, representatives, agents, officers and employees and against all penalty, damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorneys’ fees) to the extent that such claim, suit, action or other proceedings are, directly or indirectly, based on or arise on account of the Products and their content, or any breach of any of the terms and conditions of this Agreement by the Seller or failure of the Seller in the performance or observance of its role, functions, responsibilities as specified herein, or the breach of the Seller’s representations and warranties as contained in this Agreement, even after the termination of this Agreement.

11. ASSIGNMENT

11.1 The rights and obligations under this Agreement shall not be assigned or transferred by Seller to any third party whomsoever, during the Term of this Agreement.

11.2 Snapdeal shall be entitled to transfer or assign any or all of its rights and obligations under this Agreement to a third party without a prior written notification to Seller.

12. SUSPENSION AND TERMINATION

12.1 This Agreement may be terminated:

(i) By Snapdeal, with immediate effect, if Seller are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the Snapdeal Policies;

(ii) By Snapdeal, without any reason, by giving Sellera prior written notice of seven (7) days; or

(iii) By Snapdeal, with immediate effect, if a petition for relief under any bankruptcy or insolvency is filed by or against Seller, or Seller make an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed for all or a substantial part of Sellerassets;

12.2 Snapdeal also has the right to suspend Seller access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller shall not be permitted to sell Seller Products on the Website) on the occurrence of any of the termination triggers specified in Clause 15.1 above or without any reason as stated in 15.1(ii) above.

13. CONSEQUENCES OF TERMINATION

13.1 On termination of this Agreement:

13.1.1 Snapdeal will, with immediate effect, block Selleraccess to the Seller Panel and/or Website and consequently, Seller shall not be able to offer any Products to the Buyers thereafter; and

13.1.2 Seller shall return to Snapdealall the confidential information of Snapdeal and all other properties and materials belonging to Snapdeal. Where the confidential information cannot be returned in material form, Seller shall destroy all of Snapdeal’s confidential information and shall provide Snapdeal with a certificate of destruction with respect to the same.

13.2 A Seller, whose arrangement under this Agreement has been terminated by Snapdeal for any reason whatsoever, shall not have the right to re-register himself /itself as a Seller on the Website at any time after such termination, unless Snapdeal, in its discretion, permits such re-registration.

13.3 It is agreed that such provisions and obligations which, by their very nature, survive the termination of this Agreement, shall continue to be binding on the Parties.

13.4 On the termination of the Agreement, Seller will be entitled to only the Seller Proceeds which have become due to Seller on account of any purchase of the Products, made through the Website, prior to the date of termination of this Agreement. Snapdeal shall be entitled to adjust any monies, due from Seller to Snapdeal till the date of termination, from the Seller Proceeds payable to Seller on termination.

13.5 Without prejudice of the foregoing, the termination of this Agreement pursuant to any of the provisions contained herein above shall not limit or otherwise affect any other remedy (including a claim for damages), which either Party may have, arising out of the event which gave rise to the right of termination.

14. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION

14.1 If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a arbitrator to be appointed by both the parties with mutual consent. if parties fails to appoint single arbitrator with mutual consent both parties will appoint their own arbitrator who shall appoint third arbitrator. Arbitration shall be held at New Delhi, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties.

14.2 The Agreement shall be governed by and construed in accordance with the laws of India. The courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.

15. AMENDMENT

15.1 Snapdeal may amend the terms and conditions of this Agreement including the Commercial Term Segment and the Snapdeal Policies at any time in its sole discretion by intimating You by way of notification on the Seller Panel and/or by sending an email to the email ID provided in the Seller Registration Form. It is your responsibility to review amendment notifications from time to time. You will

be deemed to have accepted such amendments, if you continue to access the Website/Seller Panel after the amendments are notified by Snapdeal.

15.2 Snapdeal may modify any other policies such as the Terms of Service, the Privacy Policy and the Copyright Policy, at any time at its sole discretion without any notification to You. It is your responsibility to review the same from time to time. You will be deemed to have accepted these Website policies as amended, if You continue to access the Website after the modifications are posted on the Web Site.

16. MISCELLANEOUS

16.1 If Sellerprefer to route SellerProducts through Fulfillment Center of Snapdeal, as and when this option is made available to Seller by Snapdeal, then the following conditions shall apply :

a. The Products will be insured by Snapdeal against fire, burglary, flood etc. b. In case of pilferage and damages (post Quality Check) risk will be borne by

Snapdeal .c. The Product Details for reconciliation would be shared as per Seller

requirement every fortnight.d. The Products lying in the Fulfillment Centre, for which order is not placed

by the Buyer, shall be returned to the Seller periodically upon confirmation with Snapdeal.

16.2 However, in case of any claim with any insurance company or insurer, the Seller shall fully co-operate with Snapdeal and provide all necessary documents as may be requested by Snapdeal. However, all claims arising out of the damages, pilferage fire, flood and burglary of the Products, the same shall be subject to the terms and condition of the original insurance cover entered with Snapdeal.

16.3 Snapdeal shall not be responsible for any damage to the Products except where a Product is damaged in the warehouse under the Fulfillment Centre delivery model. In the event a Product is damaged in the Fulfillment Centre due to any fault solely attributable to Snapdeal, then Snapdeal shall only be liable to pay Seller an amount not higher than the actual cost of the Product paid by Seller to purchase such a Product.

16.4 Similarly, Snapdeal shall not be responsible for any non-delivery or delay in delivery of any Products to the Buyer unless the same is due to non-dispatch or delay in dispatch of the Seller’s Products available at the warehouse, under the Fulfillment Centre delivery model.

16.5 Force Majeure : Any delay in or failure to perform any obligations by the Parties under this Agreement shall not constitute default hereunder if and to the extent caused by force majeure, which is defined to be occurrences beyond the reasonable control of the Party committing default, including but not limited to acts of the government authorities, acts of God, fire, flood, explosion, riots, war, rebellion, insurrection, sabotage and non-cooperation of third parties. Provided, however, that Seller shall give prompt written notice within a period of seven (7) days from the date of the force majeure occurrence to the Snapdeal. Seller shall use all reasonable efforts to avoid or remove such cause of non-performance and shall continue performance hereunder whenever such causes of force majeure are removed.

16.6 Entire Agreement : This Agreement, along with the Commercial Terms Segment and Snapdeal Policies shall constitute the full and complete Agreement between the Parties hereto relating to the subject matter thereof. The Parties state that there are no oral statements, representations, warranties, undertakings or agreements between the Parties except as provided herein. This Agreement supersedes/cancels all prior communications, understandings and agreements whether written or oral or in electronic form, (such as the Seller Registration Form), between the Parties hereto.

16.7 Notices : Any notice or other communication to be given hereunder will be in writing and given by facsimile, post-paid registered or certified mail return receipt requested, or electronic mail (with a copy concurrently mailed as set forth above). The date of receipt shall be deemed the date on which such notice is given. Notice to Seller shall be issued at the address provided by Seller in the Seller Registration Form, as amended by Seller from time to time.

16.8 Waiver : Either Party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on part of any Party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such Party.

16.9 Severability : Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

IN WITNESS WHEREOF the Parties have hereto set and subscribed their respective hands,

the day, month and year first hereinabove mentioned.

M/S. J.S.S.P. ENTREPRISES (SELLER) ]

Through it Proprietor ]

MR. ANIL M. MANCHANDANI ]

JASPER INFOTECH PRIVATE LIMITED] (SNAPDEAL)

Through it Authorised Signatory ]

MR. ………………………………………………. ]

In witness:

1.

ANNEXURE_I

COMMERCIAL TERM SEGMENT

PART -A

SNAPDEAL’S STANDARD MARKETING FEE TABLE

1. Standard Marketing Fee:- Seller shall pay marketing fees to Snapdeal as per below mention table for orders booked by customers:-

S. No Category Sub-categoryMarketing Fee

1 Appliances All subcategories 4%

2a Automotive Cars & Bikes 1%

2b Automotive Wheels & Alloys 2%

2c Automotive Car Audio & GPS 4%

2d Automotive Car Parts & Spares 10%

2e Automotive All other subcategories 20%

3a Beauty & Hygiene All other subcategories 5%

3b Beauty & HygieneBaby Bedding, Moms & Maternity, Hair Loss Treatments, Imported Products, 8%

3c Beauty & Hygiene Beauty Accessories 7%

4 Books All subcategories 5%

5a Cameras & Accessories Camera & Lenses 3%

5b Cameras & AccessoriesAll other subcategories (including Memory Cards) 7%

6 Chocolates & Food All subcategories 9%

7a Computers & Peripherals Laptops, Printer & Scanners, Monitors 2%

7b Computers & Peripherals All other subcategories 5%

8a Education – Online Educational Devices 5%

8b Education – Online All other subcategories 27%

9 Furniture All subcategories 13%

10 Gifting All subcategories 9%

11a Health All other subcategories 4%

11b HealthHealth medical equipment, health-smoking-cessation, Alternative Health Therapies 10%

11c Healthhealth-daily-use-products, health-homeopathy 6%

11d Healthhealth-massagers-pain-relief, Sexual Wellness, Supports & Rehabilitation 8%

12a NutritionGeneral Nutrition & Healthy Foods, Vitamins & Minerals 6%

12b Nutrition All other subcategories 4%

13a Kitchenware Disposables 5%

13b Kitchenware All other subcategories 13%

14a Home Improvement Pet Supplies 8%

14b Home Improvement All other subcategories 16%

15 Home Furnishing All subcategories 13%

16 Home Decorative All other subcategories 16%

17aHardware & Sanitary Fittings Paints & Paint Tools, Building Materials 5%

17bHardware & Sanitary Fittings Bath Fittings – ceramics 10%

17cHardware & Sanitary Fittings Bath Fittings – excluding ceramics 15%

17dHardware & Sanitary Fittings All other subcategories 13%

18 Fashion Jewellery All subcategories 14%

19 Gold Coins All subcategories 1%

20Gold Chains & Precious Jewellery All subcategories 3%

21 Kids Apparel & Accessories All subcategories 15%

22a Kids Toys Ride-On Toys 10%

22b Kids Toys Prams & Strollers 10%

22c Kids Toys Kids Room Décor 10%

22d Kids Toys All other subcategories 7%

23 Kids Footwear All subcategories 5%

24 Men's Apparel All subcategories 15%

25 Men's Footwear All subcategories 10%

26a Mobiles & Tablets Mobiles 2%

26b Mobiles & Tablets Tablets 3%

26c Mobiles & TabletsMobile Accessories – Electronics (including Memory Cards) 7%

26d Mobiles & TabletsAll other subcategories (including non-electronic mobile accessories) 20%

27 Movies & Music All subcategories 5%

28 Perfumes All subcategories 10%

29 Sports, Fitness All subcategories 7%

30 Music Instruments All subcategories 5%

31 Hobbies All subcategories 7%

32 Stationery All subcategories 5%

33 Office Equipment All Subcategories 6%

33a TVs All subcategories 3%

33b TV Accessories All subcategories 7%

34Home Entertainment (excluding TV & Gaming) All subcategories 6%

35a Gaming Titles & Consoles 3%

35b Gaming All other subcategories 7%

36 Watches All subcategories 10%

37 Bags All subcategories 15%

38 Eyewear All subcategories 18%

39F. accessories (belts, ties, etc.) All subcategories 15%

40a Women's Apparel All subcategories(except Innerwear)Refer

Table 1A

40b Women's Apparel Innerwear 12%

41 Women's Footwear All subcategories 10%

42 Gourmet All Subcategories 9%

1A. Women’s Apparel Marketing Fees

S. No.

Sales Value shipped in 30 days (in Rs. L)

Fees for sales in the Slab

1 From 0 to 2 15%

2 Between 2 to 5 18%

3 Between 5 to 10 21%

4 Between 10 to 20 24%

5 Between 20 to 40 27%

6 More than 40 30%

7 100 & Above 10%

* Inclusive of service tax.

PART- AA

EXCEPTIONAL MARKETING FEES

Category Sub. Category Brand Exceptional Marketing Fees ( in Percentage)

Exception Contribution Margin *

Exception Gross

Margin ** 1. Fashion Accessories All Baggit 20% fresh,

17% EOSS2. Bags & Luggage All Baggit 20% fresh,

17% EOSS

* exclusive of payment collection fees and fulfilment centre services fees and courier fees or any other fees as applicable.

** inclusive of payment collection fees, fulfilment centre services fees and courier fees.

Please Note :- (i) Notwithstanding anything contained herein, the marketing fee rates under Part- AA will supersede the marketing fee rates of relevant category/sub category mentioned in Part- A.

(ii) Service Tax shall be charged extra.

PART –B

Payment Collection Fees: - Seller shall pay Rs. 20 or 2.7% of transaction amount (whichever is higher) to Snapdeal as payment collection fees.

PART –C

SD Plus Fulfilment Centre Fee: - No fees will be charged till March 31, 2015.

** dead weight or volumetric weight whichever is higher

RATE CARD FOR SD PLUS FULFILMENT CENTRE FACILITIES

S. No Category Charge Unit Standard Rate

Promotional Rate

Remarks

1 Pen Drives, Memory Cards

Handling & Packaging

per unit Rs. 12 Rs. 6On shipped

basis2 Standard size product

weighing less than or equal to 250 grams (Includes all items except pen drives and memory cards)

Handling & Packaging

per unit Rs. 20 Rs. 12On shipped

basis

3 Standard size product weighing more than 250 grams (Includes all items except pen drives and memory cards)

Handling & Packaging

per unit Rs. 25 Rs. 20On shipped

basis

4 Oversize product *** (Without Wooden Packaging)

Handling & Packaging

per kg Rs. 25 Rs. 20On shipped

basis

5 Oversize product***(For Wooden Packaging)

Handling & Packaging

per kg Rs. 20 Rs. 5On shipped

basis

Wooden Packaging Cost****

Per cu ft. Rs. 60 Rs. 60

****(Microwave,

Refrigerator, Washing Machine,

Home Theatres on

surface mode, Air

conditions,  LCD-LED

above 24")6 For all categories under

Sr. No 1 to 5Packaging Fee per unit

Refer Table C1

Waived OffOn shipped

basis7 -Do- Storage Cost per cubic

feet per Refer

Table C1Waived Off

month8 -Do-

InsuranceProduct Value / Month

0.25% Waived OffMinimum

period would be one month

9 -Do-Inventory

Removal Feeper unit

Refer Table C1

Waived Off

Does not include

transportation cost

*** Product with any of the following weight and dimensions will be treated as oversize1) Shipment weight 3 kg or above2) Longest side 38 cm or above3) Median side 25 cm or above4) Shortest side 15 cm or above

TABLE C1

Standard Fee presently waived

Measure Categories under Sr. No 1 to 5

1 2 3 4 5Packaging Fee Rs. per unit 3 10 10 18 18Storage Cost Rs. per cu. feet /month 20 20 20 20 20Inventory Removal Fee Rs. per unit 5 10 10 15 20

Additional charges for products that require wooden Packaging or fragile packing will continue to apply as per a following rate card:

Type of charges Rate Sub-categories

Wooden Packaging

Rs. 12 per kg

Air coolers, Air conditioners, Chimneys, Food processors, Gas stoves and burners, Induction tops, Home theatres, Heaters, Inverters, Juicers and mixers, Microwave ovens, Refrigerators, Televisions, Washing machines, and Water purifiers

Fragile Packaging

Rs 12 per 500 gms

Dining & Serving, Cutting & cooking tools, Paint & paint tools, Wall & flooring, Electronic toys, Ride on & scooters, Bicycles & tricycles, Home decoratives, Lamps & lightning, Showers, Sanitaryware, Bathroom accessories, Clocks, Bar & glassware

NOTE:

1. In order to avail the Fulfilment Centre facilities, Seller needs to register the Fulfilment Centre with the tax authorities as an additional place of doing business. Snapdeal would facilitate this process through an authorized tax consultant. Snapdeal and Seller shall bear the cost of consulting fee equally. The indicative fee that Seller would have to bear would be around Rs. 2500 though it may vary slightly depending upon location. Seller would be provided with the invoice of the consulting fee.

PART –D

1. Courier Fees :- Seller shall pay the courier fees as per below mention table :-

Weight **** SD Plus Fulfilled Orders Other Orders

For first 500 gm. Rs. 40 Rs. 45

For each additional 500gm. Rs. 30 Rs. 35

**** dead weight or volumetric weight whichever is higher.

(i) However, for some products as may be agreed between the parties, Surface

shipping fee will be as per below mentioned table.

Weight **** SD Plus Fulfilled Orders Other Orders

Per Kg Rs. 15 (subject to minimum of Rs 105)

Rs. 17 (subject to minimum of Rs 119)

**** dead weight or volumetric weight whichever is higher.

Note: - (i) In addition to the fees mentioned in Part- B, C and D, Service Tax as applicable will be charged extra.

2. Further, in case of return or replacement of product due to any reason as mentioned in agreement or below mention table, Seller shall be liable to pay Fee as per the below mention table :-

Sr. No

ParticularsShipping

FeeReverse pick

up FeePayment

collection Fee

Snapdeal Marketing

Fee

1Direct Shipment

Returns-Damaged/defective/wrong

Penalty Bourne by Seller (as per Product Compliant Resolution Policy)

2

Seller related cancellations-Out of Stock /

Cancellation due to delay in shipment

beyond 2 days from order date, etc;

Penalty Bourne by Seller (as per Shipping Policy)

3Replacement in case of

point 1Borne by

SellerNA NA NA

4

Replacement in case of correct product

delivery coz of size, colour related issues

Borne by Snapdeal

NA NA NA

5

Post-shipment return/ Customer Non-

acceptance (exclusive of point 1)

Borne by Snapdeal

Borne by Snapdeal

Borne by Snapdeal

NA

Note: In the case of Fulfilment Centre facility Sr. No 1 of the above appended table is not applicable.

In case the order is shipped but it remains undelivered, Seller will be covered under the TrustPay Policy.

3. Packaging Fee: Rs. 3/- per package (if applicable) inclusive of all applicable taxes. Snapdeal will provide two (2) rolls of tape along with every 100 package and additional roll of tapes can be facilitated by Snapdeal at the rate of Rs. 30/- per roll.

PART -EMISC. PROVISIONS :-

1. In case Seller found to be involved in malpractice, Seller shall be liable for the penal charges as per the table mentioned below :-

Sr. No Nature of Complaint (Malpractice) Penal Charges

1. If Seller or any one, acting on behalf of the Seller is involved in buying the product(s) listed by the Seller itself.

For e.g. seller A listing “iPhone 5”, involved in buying “iPhone 5” from itself or any other seller B.

Seller shall be charged with a penalty amounting to the “Gross Merchandise volume” (GMV) amount involved in corresponding transaction(s).

2. Snapdeal has also formulated certain policies for Sellers (available on Seller Panel). Some of these policies contain commercial aspects which are hyperlinked herein below for your quick reference.

(i) Produc t Complaint Resolution Policy

(ii) Product Return To Origin Policy (iii) Shipping Policy

In case of any conflict between the provisions of this PART-E and the Agreement or any policy, the provisions of this PART-E shall supersede and the provisions of that Agreement or such policy shall be construed accordingly.

ANNEXURE_II

Snapdeal’s List of Banned Products (Indicative List not exhaustive)

1. Adult material in any form (Print, video, MMS, image, photograph etc.)2. Alcohol3. Animals, whether live or dead including its parts and products4. Any article/material banned or prohibited by any law at any given time 5. Any item/material which may assist in performance of any illegal or unlawful

activity6. Counterfeit Goods and goods/materials infringing any intellectual property rights 7. Currency, Negotiable Instruments etc;8. Endangered species of animals and plants, whether alive or dead9. Fire Arms, parts thereof and ammunitions, weapons, knives 10. Grey market product 11. Hazardous materials including but not limited to acid, fireworks, explosives,

flammable adhesives, poison, hazardous chemical, oil-based paint and thinners (flammable liquids), industrial solvents, insecticides & pesticides, machinery (containing fuel),Fuel for camp stoves/lanterns/heating elements, automobile batteries infectious substances etc.

12. Human remains or skeleton13. Liquefied petroleum Gas cylinder14. Maps and literature where Indian external boundaries have been shown

incorrectly15. Narcotic Drugs and Psychotropic Substances16. Pornographic and obscene materials17. Prescription Medicines and Drugs 18. Racially/ethnically/religiously offensive materials19. Radioactive Materials20. Reptile skins21. Sex Determination Kit22. Stocks and other Securities23. Stolen Properties

ANNEXURE-III

ANTI-BRIBERY AND ANTI-CORRUPTION POLICY

INTRODUCTION

Jasper Infotech Private Limited (“Company”) through the adoption of Anti-Bribery and Anti-Corruption Policy (the “Policy”) is committed to conduct its business in fair and ethical manner and comply with allapplicable laws and regulations relating to anti Bribery(as defined hereinafter)and anti Corruption(as defined hereinafter)including but not limited to U.S. Foreign Corrupt Practices Act, 1977and the UK Bribery Act 2010, The Prevention of Corruption Act, 1988 and all other applicable anti-Bribery/Corruption laws and subordinate legislations. The Company prohibits bribery and corrupt practices and ensures strict adherence to the Policy.

The expression like “We” used in this Policy refers to the Company.

The Company is committed to conducting its business honestly, fairly and with integrity and highest possible ethical standards. The Company has “zero-tolerance approach” to fraud, Bribery (as defined hereinafter)and corrupt business practices. The Company prevents Bribery (as defined hereinafter)and Corruption (as defined hereinafter)in all parts of its business.

1. DEFINTIONS

A. “Bribery”shall include any act of giving, receiving, soliciting, promising or offering of undue reward or anything of value, directly or indirectlywhich is given to influence or secure an unfair business advantage, financial or otherwise, which the Company otherwise is not entitled. Bribery do not just involve cash payment but anything of value can be a bribe, including but not limited to Gift in kind, luxury goods, charitable donations, tickets, entertainment, business & employment opportunities or any other favour which influence the behaviour of government or any to do something that is dishonest, illegal or a breach of trust in order to secure improper business or commercial, contractual, regulatory or personal advantage.

B. “Corruption”shall include Bribery, facilitation payments or other forms of improper business practices which is the misuse of power or office in the public or private sector for private or commercial gain.

C. “Facilitation Payments”shall mean the payment of bribe or enticement to a government or public official to secure or expedite a routine or specific government action by a government official involved under said transaction to which the payer is entitled.

D. “Gift” shall mean cash, gift voucher and gift cards payments or other gifts (whether having monetary value or otherwise and shall include travel, entertainment, hospitality, meals and any other items of like nature. However, card, thank seller notes, certificates and others forms of thanks and recognition shall not be considered as gift.

E. “Third Party” shall mean any individual or organization who has done business with the Company and shall include actual and potential clients, business contacts, intermediaries, agents, advisers and any other person who acts on behalf of the Company.

2. PURPOSE

The purpose of this Policy is to:

Set out the responsibilities of its employees and the Third Parties to comply with anti-Bribery and anti-Corruption practices adopted by the Company;

Set out standards of conduct for the prevention of Corruption; Set out adequate procedures followed by the Company to prevent Bribery and

Corruption; To reflect the Company’s best practice measures towards anti-Bribery and

anti-Corruption; To provide information and guidance including training to employees and

other Third Parties to deal with and monitor issues related to Bribery and Corruption.

3. SCOPE

The Policy is applicable to the Company and all its’ subsidiaries, partners, directors, employees, consultants, agents and other Third Partiesor any other person associated with the Company or acting on behalf of the Company.

Each of them has a personal responsibility and obligation to strictly adhere with this Policy and conduct business activities ethically and in compliance with the laws.

4. RESPONSIBILITY AND ACCOUNTABILITY

The top management of the Company is committed to prevent Bribery and is responsible and accountable for the maintenance, implementation and revision of the Policy. Also, the Human Resources Team of the Company should ensure that each employee of the Company is being provided with copy of the policy and is made fully aware of and understand the Policy in letters and in spirit.

5. FACILITATION PAYMENTS

Neither any employee nor any person acting on behalf of the Company shall make or accept Facilitation Payments of any kind. Under any circumstances, if such payment is made, the person acting on behalf of the Company should insist on an official receipt. Also, any such concerns or demands should promptly be reported to the higher authority.

6. GIFTS, HOSPITALITY AND ENTERTAINMENT

The Company’s employees shall not offer, give or receive any Gifts or entertainment or other incentives. The Company prohibits any exchange of Gifts for business or for an improper benefit.

The Company has implemented ‘No-Gift Policy’ for its’ employees effective from 1st

November 2012 (“No-Gift Policy”). Every employee of the Company and every person acting on behalf of the Company must ensure to strictly adhere to the No-Gift Policy, a copy of which is annexed as Annexure A to this Policy.

7. CHARITABLE DONATIONS AND SPONSERSHIPS

The Company supports charitable donations and sponsorship which serves a legitimate public purpose or is taken as a programme under Corporate Social Responsibility. Any such donations or sponsorship should be transparent and properly documented. The Company prohibits any such donation or sponsorship which is linked to obtaining commercial advantage and improper business purpose. The Company prohibits all cash dealings and subject itself to high standard of transparency and accountability for all such charitable purposes.

8. POLITICAL CONTRIBUTIONS

The Company does not make contributions to any political parties, organizations, candidates or individuals engaged in politics. Any payment, contribution or participation, directly or indirectly in any political activities for any unlawful and unauthorized purpose is prohibited.

9. THIRD PARTIES

The Company is responsible for acts of Bribery by agents, representatives and any of its Third Parties with which it does business. All Third Parties acting for or on behalf of the Company must comply with all applicable laws relating to anti-Bribery and anti-Corruption. The Company takes reasonable steps to ensure that its business partners are made aware of, understand and adhere to this Policy and has adopted appropriate anti-Bribery clause to be included in both vendor and customer contracts through which it obligates them to prevent Bribery and Corruption. In addition, the Company verifies the integrity and reputation of its business partners through appropriate and reasonable due diligence checks.

10. RISK ASSESSMENT AND MONITORING

The Company shall assess the nature and extent of its exposure to potential external and internal risk of Bribery periodically. The Company shall also conduct due diligence to mitigate identified Bribery risk.

The Company keeps a check on compliance risk and the adequate procedures on an ongoing basis and ensures that appropriate system of internal control are in place which includes continuous monitoring and review of the compliances. The Company ensures to regularly review and update their programmes and processes as required and to monitor and investigate instances of alleged Corruption.

11. RECORD KEEPING

The Company shall maintain proper books, records, and accounts, which accurately and fairly detail the transactions and payments. The Company strictly maintains and follows the internal control and procedures while making payments from the Company.

12. TRAINING

The Company has taken adequate measures to prevent offering, receiving or extorting bribes by adopting strict procedures and policies. The Company conducts regular anti-Bribery programmes and training which outlines the policies, procedures and internal controls. This policy shall be available on the Company’s intranet for all employees and an e-learning programmeshallbe conducted to educate the Company towards the approach to Bribery and Corruption and the practices prevalent.

13. REPORTING

We encourage partners, directors, employees, consultants, agents and other Third Partiesto report their concerns in a timely manner and by the appropriate mechanism in case they observe or suspect Bribery within the Company or with the Third Parties to their Reporting Manager and/or Whistle Blower committee at e-mail id- whistleblower@Snapdeal.com immediately and the said committee shall take prompt cognizance and action against such complaints.

Such complaints can be forwarded to CEO of the Company and the Company shall maintain the identity of the complainants confidential, whenever requested.

14. NON-COMPLIANCE

Compliance with this Policy is mandatory and any non-compliance or breach of the Policy shall not be tolerated and strict disciplinary proceedings including immediate termination of the employment or other civil or criminal action (penalties) as the case may be shall be taken.

15. RAISING CONCERNS& PROTECTION

Any genuine concern in good faith and in true spirit with respect to this Policy to be reported to whistle blower committee of the Company at e-mail id- whistleblower@Snapdeal.com. The Company will ensure that no such reporting person shall suffer any detriment as a result of raising concerns about Bribery, even if the claim or report made in good faith turns out vague of untrue at end.

******************

ANNEXURE-A

NO-GIFT POLICY

Objective:

This policy requires employees to demonstrate the highest standards of ethics and conduct, in relationship to potential vendors, suppliers, and customers. The gift policy ensures that employees practice equal treatment, unbiased professionalism, and non-discriminatory actions in relation to all vendors, and should not accept gifts from them under any circumstances.

COMPANY GIFT POLICY STANDARDS AND REQUIREMENTS:

All employees must abide by the following “NO-GIFT” policy requirements

• No gifts of any kind, that are offered by vendors, suppliers and customers or any other individual or organization, no matter the value, will be accepted by any employee, at any time, on or off the work premises.

• GIFT includes any item like pens, hats, t-shirts, mugs, calendars, bags, key chains, portfolios, perishable items or other sample product.

• This policy includes all vendors or suppliers we work with. • This policy includes any business courtesy offered such as a product discount or

any other benefit if the benefit is not extended to all employees. • Employees are required to professionally inform vendors and others of this "NO

GIFT" policy, and the reasons why the company has adopted the policy. • If an employee or department receives a gift, it should be returned.

GIFT POLICY EXCEPTIONS:

Gifts exempted from this policy are cards, thank seller notes, certificates, or other written forms of thanks and recognition.

Conclusion:

Disciplinary action will be taken against any employee, who fails to abide the policy’s standards and requirement.