This Agreement was last revised on "______.2015"

TERMS AND CONDITIONS MENTIONED IN THIS AGREEMENT ARE LEGALLY BINDING CONTRACT BETWEEN JASPER INFOTECH PVT. LTD., ("SNAPDEAL") AND THE USER ("YOU" OR "YOUR" OR "DEVELOPER") AND DESCRIBES THE TERMS ON WHICH SNAPDEAL OFFERS YOU PARTICIPATION IN THE PROGRAM.

PLEASE READ THE TERMS AND CONDITIONS MENTIONED HEREIN CAREFULLY BEFORE PARTICIPATING OR REGISTERING FOR PARTICIPATING IN THE PROGRAM OR ACCESSING ANY MATERIAL, INFORMATION OR SERVICES RELATED TO THE PROGRAM. YOUR ACT OF PARTICIPATING/REGISTERING FOR PARTICIPATING IN THE PROGRAM, OR BY CONTINUING TO PARTICIPATE IN THE PROGRAM SHALL SIGNIFY YOUR ACCEPTANCE OF THE TERMS OF THE PROGRAM, UPDATED FROM TIME TO TIME.

(Snapdeal and You, Your, Developer are collectively referred to as the Parties and individually as the Party wherever the context so requires.)

1 DEFINITIONS

1.1 ACCESS KEYS means the confidential security keys provided by Snapdeal to you for your use of the API, including the developer ID, certificate ID, and application ID.

1.2 APPLICATION means the software application, website or other interface that you develop, own or operate to interact with the API.

1.3 SNAPDEAL DEVELOPERS PORTAL means the Snapdeal Application Programming Interface (API) and all other tools and information made available to you at developers.snapdeal.com and other related Snapdeal Developers Program sites.

1.4 SNAPDEAL CONTENT means all of the information stored in and retrieved from Snapdeal databases. Snapdeal Content does not include information that you obtain independent of Snapdeal and the API.

1.5 SNAPDEAL SITE means any one or all of the following: www.snapdeal.com, mobile app m.www.snapdeal.com and all versions of www.snapdeal.com that are owned, operated, and controlled by Snapdeal or its subsidiaries.

1.6 SNAPDEAL USER means any person who accesses any page on any Snapdeal Site.

1.7 SNAPDEAL USER AGREEMENT means the terms and policies on which Snapdeal offers its services to Snapdeal Users, currently available through links on the homepages of Snapdeal Sites and incorporated herein by this reference.

1.8 YOUR USERS means end-users of your Application, your service providers, and anyone who sublicenses your Application.

2. DEVELOPERS PROGRAM CONDITIONS

2.1 Participation in the Program. The Program is a set of APIs and tools that allows you to create Applications to access and/or interact with Snapdeal, Content, Snapdeal Sites and services. Participation in the Program gives you access to Snapdeal's Developers Portal. These tools allow you to access Snapdeal-branded sites and services and Snapdeal Content, to develop Applications that integrate with or facilitate the use of Snapdeal's sites and services. Following User personas are expected to use Snapdeal Developer Portal:

⚫ Existing large sellers who want to integrate their internal systems with Snapdeal. They will create single seller applications, just for their own use.

⚫ Partners who want to provide services that leverage Snapdeal APIs, to multiple sellers. They will create multi seller applications.

Existing sellers can login to www.developer.snapdeal.com, using their Snapdeal Seller Credentials, to create access key needed to use Snapdeal Seller APIs for capabilities such as Inventory Management, Order Management, Pricing Management, Listing etc. Potential partners who are interested to provide solutions to Snapdeal Sellers can create applications leveraging APIs exposed by Snapdeal platform. They can provide applications such as Multi-channel solutions, listing solutions, price management solutions etc.

2.1.1 Permitted Uses. Your use of the Snapdeal Developers Portal is permitted only for the purpose of facilitating your own or Your Users' use of Snapdeal's sites and services. Examples of permitted uses of the tools would be to create Applications that:

⚫ promote Snapdeal by displaying Snapdeal listings in your Application (for example, widgets and search tools)

⚫ allow Snapdeal Users to search for and browse Snapdeal listings with customized interfaces

⚫ allow Snapdeal Users to bid on or buy items in Snapdeal listings

⚫ allow Snapdeal Users to administer My Snapdeal (for example, change contact details or administer My Messages)

⚫ notify Snapdeal Users when they are outbid or won an item "

⚫ allow Snapdeal Users to list items and manage their listings (for example, dashboards that track activity, payments, transactions or feedback)

⚫ allow Snapdeal Users to manage inventory, billing and customer service for their buyers

⚫ integrate inventory management systems, customer-relationship management software and other seller functionality with Snapdeal's services

⚫ if expressly authorized by Snapdeal in writing, enable research in anonymized historical data "

2.1.2 Application Guidelines. You may develop, display or distribute Applications that interact with the API. You agree that you are solely responsible for the Applications that you develop and Applications must comply with the requirements available at "http://developer.Snapdeal.com/support/certification/" , incorporated herein by this reference.

2.2 API License

2.2.1 Using the API as part of your participation in the Program and subject to this Agreement, Snapdeal grants you a non-exclusive, non-transferable, and non-sublicensable (except as expressly permitted herein) license to use the API solely to do the following and subject to the restrictions set forth in this Agreement:

2.2.1.1 Enable your Application to interact with Snapdeal's databases (for example, the Snapdeal public database and the Snapdeal Sandbox) to retrieve information necessary to facilitate your own or Your Users use of Snapdeal Sites and services through your Application;

2.2.1.2 Make limited intermediate copies of Snapdeal Content only as necessary to perform an activity permitted under this Agreement. You will delete all intermediate copies when they are no longer required for the purpose for which they were created;

2.2.1.3 Rearrange or reorganize Snapdeal Content within your Application;

2.2.1.4 Display Snapdeal Content consistent with this Agreement and the API Logo Usage Requirements (defined in Section 2.3); and

2.2.1.5 Use, display or modify Snapdeal Content as expressly authorized by an authenticated Snapdeal User. "

2.2.2 Access Keys. Snapdeal will provide you with Access Keys that permit you to access Snapdeal's databases. The Access Keys are the property of Snapdeal and may be revoked if you share them with any third party (other than as allowed under this Agreement), if they are compromised, if you violate "any term of this Agreement, or if Snapdeal terminates this Agreement. "

2.2.3 API Call Limitations. The number of API calls you will be permitted to make during any given period may be limited. Snapdeal will determine call limits based on various factors, including the ways your Application may be used or the anticipated volume of use associated with your Application. Snapdeal may, in its sole discretion, charge you for API calls that exceed the call limits or terminate your access to the API in accordance with Section 14.2. Unused API calls will not roll over to the next day or month, as applicable.

2.3 Developers Program Logos. Snapdeal grants you a non-exclusive license to display certain logos as set forth in the API Logo Usage Requirements available at "https://developer.Snapdeal.com/join/licenses/apilogousage" , incorporated herein by this reference. You must display logos in accordance with the API Logo Usage Requirements. Snapdeal has final approval over the placement of API logos on your Application and may terminate this trademark license at any time for any reason and you must remove the logo(s) immediately. Snapdeal may update the API logos from time to time, and you will display the current logo.

2.4 Certification. In its discretion, Snapdeal may require or offer Certification for certain Applications. Certification will consist of confirmation by Snapdeal or an independent third party it designates that your Application's technology complies with a particular set of Snapdeal's guidelines. You will be responsible for all costs associated with Certification and any modifications necessary to meet the Certification criteria and you will not be permitted to access the public database in certain cases until Certification is complete. Future modifications of your Application or your use or display of the Snapdeal Content are subject to reCertification, if applicable. If Snapdeal requires Certification, failure by you to maintain Certification is cause for immediate termination of this Agreement" .

3 SNAPDEAL CONTENT

3.1 Using and Displaying Snapdeal Content. Display of Snapdeal Content is permitted only within your Application. You may use and display Snapdeal Content only in accordance with the following guidelines:

3.1.1 Authentication. If your Application will enable Your Users to interact with Snapdeal Sites and services in a way that requires sign-in to their Snapdeal accounts (for example", bidding, buying" , listing or access to My Snapdeal), you may provide this access only after Authentication which occurs when an Snapdeal User grants the Application access to that Snapdeal User's Snapdeal Content via an Snapdeal controlled sign-in and consent page.

3.1.2 Public Display. You may display Snapdeal Content that any Snapdeal User makes publicly available on the Snapdeal Site to everyone during the time that such Snapdeal Content is publicly available to promote Snapdeal and enable Your Users to search and browse listings (Public Display). When the Snapdeal Content is no longer publicly available, you must delete it from your Application. For example, when an Snapdeal User ID is publicly available in connection with a listing on the Snapdeal Site, you may display the Snapdeal User ID through your Application; but if and when that Snapdeal User ID is no longer viewable in connection with the listing or is otherwise anonymized, you may no longer display the Snapdeal User ID in a Public Display of the listing.

3.1.2.1 Snapdeal Content in a Public Display may not be co-mingled or combined with the content of any third party. All Snapdeal Content must be segregated from non-Snapdeal content (for example, third-party listings or other non-Snapdeal information) and visually separated from non-Snapdeal Content (for example, with lines or color changes).

3.1.2.2 Snapdeal Content that is available only to a registered Snapdeal User after signing in to Snapdeal account may only be displayed to that user after Authentication. Such Snapdeal Content may not be used for Public Display without the explicit consent of the data subject.

3.1.3 Age of Listings. Displayed item listing information may not be more than six hours older than information displayed on the Snapdeal Site, and other Snapdeal Content must be no more than twenty four hours older than content displayed on the Snapdeal Site. If your displayed item listing is not as current as the listing on the Snapdeal Site, you will disclose on your Application how much older your displayed item listing is than the same listing on Snapdeal.

3.1.4 Derivative Information.

3.1.4.1 You must have Snapdeal's express written permission to use or display Snapdeal Content in any way that enables derivation of any of the following information:

3.1.4.1.1 Any site-wide statistics across Snapdeal Sites or within any Snapdeal Site;

3.1.4.1.2 Take-up rates for enhanced listings (for example, gallery, featured, category featured, etc.); 3.1.4.1.3 The gross merchandise sales of any Snapdeal Sites or services, or other statistics relating to the performance (financial or otherwise) of any Snapdeal Site or service; or

3.1.4.1.4 Average selling price or gross merchandise sold for any Snapdeal category.

3.1.4.2 You must have Snapdeal's express written permission to use or display Snapdeal Content in any way that enables derivation of the following information (other than an Authenticated Snapdeal User's access to his or her own information):

3.1.4.2.1 Information relating to specific Snapdeal Users or types of Snapdeal Users;

3.1.4.2.2 Conversion, completion or success rates; or

3.1.4.2.3 Reserve auction information.

3.1.5 Framed Content. Unless expressly permitted by Snapdeal, you will not frame (divide the browser display area into separate sections, each of which constitutes a different web page) any web page served by Snapdeal servers.

3.1.6 Snapdeal Listings. If your application will display Snapdeal listings for buyers to bid on or purchase, your application must display at a minimum all information that is legally required under applicable laws and regulations.

3.2 Protecting User Privacy

3.2.1 Collecting and Using Personal Information. Your participation in the Developers Program and your use of the Snapdeal Developers Portal may allow you to collect Personal Information from and about Snapdeal Users. Personal Information is any information pertaining to a directly or indirectly identifiable individual. It may include information that you collect directly from users in connection with your Application and information that is included in the Snapdeal Content, or that you otherwise receive from Snapdeal, about Your Users or other Snapdeal Users and their trading activities.

3.2.1.1 You will delete Personal Information when it is no longer necessary for your performance of the Agreement or when you cease to participate in the Developers Program. This provision does not apply to information you collect directly from Your Users, unrelated to the Snapdeal site and services.

3.2.1.2 You will not under any circumstances collect or store Snapdeal User IDs and passwords.

3.2.2 Compliance with Privacy Laws. At all times, your Application and your use of the Snapdeal Developers Portal and Snapdeal Content will comply with all applicable laws, regulations and best practices concerning privacy, data protection and on demand or downloadable software.

3.2.3 Information About Your Users. You may receive Personal Information about Your Users, either directly from Your Users or from Snapdeal after Authentication. Your collection and use of that information will be only as authorized by Your Users and will comply with your privacy policy. Your privacy policy and your privacy practices will comply with applicable laws. If you choose not to have your own privacy policy, you must comply with the Snapdeal Privacy Policy, currently available through links on the homepages of Snapdeal Sites and incorporated herein by this reference.

3.2.4 Information About Other Snapdeal Users. You may receive information about Snapdeal Users, who may or may not be Your Users, that is either publicly available from Snapdeal or that is provided by Snapdeal after Authentication about Your Users' transaction partners (Other User Information). Any Other User Information Snapdeal provides to you will be limited to information reasonably necessary to perform activities permitted under this Agreement.

3.2.4.1 Using Other User Information. You will not collect, store, use or disclose Other User Information for any purpose other than facilitating the use of Snapdeal's sites and services as permitted under this Agreement.

3.2.4.2 Snapdeal Privacy Policy. Your use of Other User Information will comply with the Snapdeal Privacy Policy.

3.2.4.3 Public Information. You may engage in the Public Display of Other User Information (for example, Snapdeal listings) only in accordance with Section

3.1.2. You may not display any other Personal Information to the public without the explicit consent of the data subject.

3.2.4.4 Snapdeal Sandbox. You may use information made available in the Snapdeal Sandbox (Snapdeal's test database) only to develop and test your Application in the Sandbox, and you will delete it immediately after using it in this way.

3.2.5 Communication. You will not use Personal Information from Your Users or from Snapdeal Users that you received from Snapdeal to send or enable sending of unsolicited communications of any type. You may communicate with Your Users, or send communications initiated by and on behalf of Your Users to other Snapdeal Users, to facilitate an Snapdeal transaction. You may also send communications that users have explicitly consented to receive.

4 RESTRICTED ACTIVITIES

You may not use or access (nor facilitate or enable others to use or access) the Snapdeal Developers Portal or Snapdeal Content in any way not expressly permitted under this Agreement. For example, you will not and you will not facilitate or enable others to:

4.1 Distribute, publish, or allow access or linking to the API or Snapdeal Content from any location or source other than your Application.

4.2 Enable or permit the disclosure of Snapdeal Content other than as authorized under this Agreement.

4.3 Use the Snapdeal Content to establish Snapdeal User identities or user profiles.

4.4 Commercialize (that is, sell, rent, trade or lease), copy or store the Snapdeal Content, other than for the intermediate purposes allowed by this Agreement;

4.5 Use, copy, distribute or modify the API or Snapdeal Content in any "service bureau" or "timesharing" business;

4.6 Enable Snapdeal Users to set or change Snapdeal User preferences, registration preferences or privacy preferences with your Application. This prohibition does not apply to listing preferences, item cross promotion preferences or preferences that customize end-of-auction emails.

4.7 Collect Personal Information (defined in Section 3.2.1) of any Snapdeal User other than as provided in this Agreement.

4.8 Modify, decompile, reverse engineer or otherwise alter the Snapdeal Developers Portal, API or Snapdeal Content.

4.9 Use robots, spyders, scraping or other technology to access or use Snapdeal Content or any Snapdeal Sites or services to obtain any information beyond what Snapdeal provides to you under this Agreement.

4.10 Knowingly create an Application that may be used to violate the Snapdeal User Agreement or any other Snapdeal policy or applicable law.

4.11 Use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage or otherwise fails to comply or is inconsistent with any part of the Snapdeal Developer Documentation, available at http://developer.Snapdeal.com/support/docs/, incorporated herein by this reference.

4.12 Have your Application or your use of Snapdeal Content or any of the Snapdeal Developers Portal: (i) be false, inaccurate or misleading; (ii) infringe on any third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory, trade libelous, threatening or harassing; (v) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;

4.13 Provide any data or information to Snapdeal unless you represent and warrant that it is accurate and you have all rights necessary to provide such data or information to Snapdeal, and for Snapdeal to use it. "

5 SNAPDEAL POLICIES

You and your Application will comply with the Snapdeal User Agreement and all applicable Snapdeal Site policies. In the event of a conflict between this Agreement and the Snapdeal User Agreement regarding your use of the API, this Agreement will control. If you are participating in an Snapdeal affiliate program or any other Snapdeal program, you are subject to and must comply with the applicable terms (for example, participation in the Snapdeal Partner Network is subject to the terms available at https://publisher.Snapdealpartnernetwork.com/PublisherRegPSA).

6 MODIFICATIONS

6.1 Modification of the API, Sites and Services. Snapdeal may modify the Snapdeal Developers Portal, permitted API calls, its databases, the permitted uses under this Agreement, any Snapdeal Site or service, or any of the benefits and/or features provided in connection with your use of the API at any time with or without notice to you. Modifications may affect your Application and may require you to make changes to your Application at your own cost to continue to be compatible with or interface with the API or Snapdeal Sites or services.

6.2 Modification of this Agreement. Snapdeal may from time to time change the terms of this Agreement. We will post the amended terms on http://developer.Snapdeal.com/ and we may also send you a notice about the amended terms via email. Except where stated otherwise herein, all amended terms will be effective thirty days after they are posted or emailed to you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING A TERMINATION NOTICE TO "developer.relations@Snapdeal.com " (AMENDMENT TERMINATION NOTICE) BEFORE THE EFFECTIVE DATE OF THE AMENDMENT(S). The amendment termination notice will be effective on the date it is received by Snapdeal. The most current version of the agreement will be available on http://developer.Snapdeal.com and will supersede all previous versions of the agreement. YOUR USE OF THE SNAPDEAL DEVELOPERS PORTAL OR API AFTER THE DATE ON WHICH CHANGES BECOME EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES .

7 MONITORING AND ENFORCEMENT

7.1 Right to Monitor and Audit. You agree that Snapdeal may monitor or audit your Application or activities relating to your use of Snapdeal Developers Portal. You will not seek to block or otherwise interfere with the monitoring or audit, and Snapdeal may use technical means to overcome any methods you may use to block or interfere with such monitoring. Audits may include requests for documents and information and visits to your facilities. Your failure to reasonably comply with Snapdeal's efforts to audit your compliance with this Agreement shall constitute a material breach of this Agreement.

7.2 Remedy for Breach. If Snapdeal, in its sole discretion, believes that you or your service providers have breached this Agreement, or that you or your service providers have engaged in fraudulent activity, Snapdeal may take any and all steps it deems appropriate, including issuing a warning, conducting an investigation, or suspending your API license.

7.3 Corrective Action. In addition to any other available remedies, Snapdeal may, at its sole discretion, seek specific performance, injunctive relief or attorneys' fees. Snapdeal reserves the right to take other corrective action as Snapdeal sees fit in the event that Snapdeal receives complaints from Snapdeal Users about your Application or your actions.

8 OWNERSHIP AND LICENSING

8.1 Ownership. As between Snapdeal and you: (i) Snapdeal retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Snapdeal Developers Portal, Snapdeal Content, Snapdeal Site, any and all Snapdeal services, and any content Snapdeal created or derived therefrom; and (ii) you retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your Application, excluding the aforementioned rights in this Section 8.1(i) above owned by or licensed to Snapdeal. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Snapdeal or its suppliers. You will not take any action inconsistent with Snapdeal's ownership of the Snapdeal Developers Portal, Snapdeal Site, and/or Snapdeal Content. Neither party will exceed the scope of the licenses granted hereunder.

8.2 License. You agree that Snapdeal, in its sole discretion, may use your trade names, trademarks, service marks, logos, and domain names for the purpose of advertising or publicizing your use of the API. If you submit an Application for inclusion on an Snapdeal Site or to be hosted by Snapdeal, you direct and authorize Snapdeal and its affiliates to host, link to, and otherwise incorporate the Application into Snapdeal services and to carry out any copying, modification, distribution, internal testing, or other processes Snapdeal deems necessary. 8.3 Competitive or Similar Materials. In no event will Snapdeal be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with your Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.

9 WORKING WITH THIRD PARTIES

9.1 Service Providers. You may work with service providers as necessary to facilitate your performance under this Agreement only if you subject your service providers to all of the conditions and restrictions of this Agreement. You acknowledge and agree that any act or omission by your service provider(s) amounting to a breach of this Agreement will be deemed a breach by you.

9.2 Sublicensing. Except as set forth in this Section 9, all license rights (under any applicable intellectual property right) granted to you by Snapdeal are not sublicenseable, transferable or assignable. You may sublicense your right to display the Snapdeal Content and the API Logos to Your Users solely to enable them to display Snapdeal Content and the API Logos on their computer screens or websites through your Application; provided that:

9.2.1 You will not disclose your Access Keys to Your Users.

9.2.2 All calls initiated by Your Users will be made through your Access Keys.

9.2.3 All API calls initiated by Your Users will count towards the maximum number of calls (if any) permitted under the API licensing.

9.2.4 All fees due (if any) for all API calls initiated by Your Users will be paid by you.

9.2.5 Your Users will have no programmatic control over the API.

9.2.6 You will enter into a binding agreement with each of Your Users that includes the following terms:

9.2.6.1 It will bind Your Users to this Agreement (excluding the right to sublicense and indemnification obligations).

9.2.6.2 It will require Your Users to acknowledge Snapdeal Inc.'s rights in the Developers Program intellectual property as laid out in this Agreement

9.2.6.3 It will make Snapdeal a third-party beneficiary to your agreement

9.2.6.4 It will make the sublicense terminable at any time.

9.3 Breach by Your Users. As a third-party beneficiary to all sublicenses pursuant to this Agreement, Snapdeal will have the right, in its sole discretion, to directly enforce any term of the sublicense agreement against Your Users, including termination. You acknowledge and agree that any act or omission by Your User(s) amounting to a breach of this Agreement will be deemed a breach by you.

10 FEES AND PAYMENTS

10.1 "Fees. You agree to pay any fees charged under this Agreement, as described on the Member Benefits and Fees page, available at http://developer.Snapdeal.com/join/pricing/ " (incorporated herein by this reference), which we may change from time to time. Changes to the fees are ordinarily effective thirty days after posting to developers.Snapdeal.com. We may choose to temporarily change our fees for promotional events; those changes are effective when we post the promotional event at developers.Snapdeal.com. If we introduce a new API service or feature, the fees for that service or feature, if any, are effective at the launch of the service or feature. Usage fees, if any, will be invoiced on a monthly basis for activity from the previous calendar month. In addition to the API fees, you will be responsible for all other fees associated with use of any Snapdeal Site or service. All fees made by you under this Agreement will exclude, and you will pay, any taxes associated with such fees, your Application, or this Agreement.

10.2 Payments. All fees are due and payable within thirty days of the invoice date; Snapdeal may terminate this Agreement without notice to you if you fail to pay. All payments are non-refundable, whether or not you use the service purchased.

11 AVAILABILITY, SECURITY AND STABILITY

Snapdeal makes no guarantees with respect to the availability or uptime of any Snapdeal Developers Portal, Snapdeal Sites or services. Snapdeal may conduct maintenance on or stop providing any the Snapdeal Developers Portal, or its sites or services, at any time with or without notice to you. Snapdeal may change the method of access to the Snapdeal Developers Portal at any time. It is in the best interests of both parties that Snapdeal maintain a secure and stable environment. In the event of degradation or instability of Snapdeal's system or an emergency, Snapdeal may, in its sole discretion, temporarily suspend your access to the Snapdeal Developers Portal or Snapdeal's sites and services under this Agreement. Your continued access to the Snapdeal Developers Portal and Snapdeal Content is subject to your compliance with the API Security Standards in Exhibit A, incorporated herein by this reference.

12 DISCLAIMER OF WARRANTIES & LIMITATION OF LIABILITY

SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU AND SNAPDEAL'S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY STATED HEREIN, SNAPDEAL DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SNAPDEAL DOES NOT REPRESENT OR WARRANT THAT ANY SNAPDEAL SITE, SERVICES, OR SNAPDEAL DEVELOPERS PORTAL WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. ALL LOGOS, PRODUCTS AND SERVICES PROVIDED BY SNAPDEAL HEREUNDER ARE PROVIDED AS IS AND AS AVAILABLE. YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN. SNAPDEAL WILL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, SNAPDEAL'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO SNAPDEAL BY YOU FOR THE SNAPDEAL DEVELOPERS PORTAL IN THE MONTH PRECEDING THE CLAIM. IN THE EVENT THAT THE FORMER LIMITATION OF LIABILITY IS HELD UNENFORCEABLE BY A COMPETENT COURT, SNAPDEAL'S AGGREGATE LIABILITY IS IN ANY CASE LIMITED TO $25,000 PER EVENT, A SERIES OF EVENTS BEING CONSIDERED AS ONE SINGLE EVENT.

13 INDEMNIFICATION

You will indemnify, defend and hold Snapdeal, its employees, agents, consultants, subsidiaries, partners, affiliates, and licensors harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, Claims) that may arise from or are related to (i) use of the Snapdeal Developers Portal; or (ii) the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. At Snapdeal's option, you will assume control of the defense and settlement of any Claim subject to indemnification by you (provided that, in such event, Snapdeal may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you will not settle any such Claim without Snapdeal's prior written consent).

14 TERM AND TERMINATION

14.1 Term. The term of this Agreement will begin on the date on which you fully complete and successfully submit the Developers Program online membership form and accept this Agreement online as reflected in Snapdeal's records. It will continue until terminated in accordance with this Agreement.

14.2 Termination. This Agreement will terminate automatically without notice if you fail to comply with any of its terms. The license that is granted hereunder is dependent on your compliance with this agreement and terminates automatically if you fail to comply with the terms. SNAPDEAL RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE API, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU.

14.3 If you wish to terminate this Agreement, you must email a termination notice to developer.relations@Snapdeal.com; any other methods used by you to terminate the Agreement will be void and will not result in a termination. Your termination notice will be effective when it is received by Snapdeal.

14.4 Effect of Termination. Upon the termination of this Agreement, your Access Keys will be revoked, all licenses granted hereunder will terminate, and you will pay all past-due fees. You will destroy all your intermediate copies of Snapdeal Content and Personal Information (defined in Section 3.2.1) within ten days of termination and provide written proof of destruction to Snapdeal upon request.

14.5 Survival. The following Sections will survive any termination of this Agreement: [1] Definitions, [3] Snapdeal Content, [4] Restricted Activities, [5] Snapdeal Policies, [8.1] Ownership and Licensing, [10] Fees and Payments, [12] Disclaimer of Warranties & Limitation of Liability, [13] Indemnification, [14.4] Effect of Termination, [15] Confidentiality, [16] Publicity, [17] Miscellaneous.

15 CONFIDENTIALITY

Confidential Information will include all information provided by Snapdeal to you under this Agreement, including without limitation, Snapdeal Developers Portal, Snapdeal Content, and Access Keys. You will not use or disclose Confidential Information other than as required to perform under and permitted by this Agreement. Your confidentiality obligations will survive the termination of this Agreement for three years. The parties acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that Snapdeal will be entitled (without waiving any other rights or remedies) to such injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond. Any information provided by you to Snapdeal hereunder is considered by Snapdeal to be non-confidential. Snapdeal has no duty, express or implied, to pay any compensation for the disclosure or use of any such information provided by you to Snapdeal. You acknowledge and agree that any information you provide to Snapdeal is solely to consider a business relationship under this Agreement and you have no expectation of payment.

16 PUBLICITY

You will not make any public statement regarding this Agreement, the terms of this Agreement, any aspect thereof, the Snapdeal Developers Portal, or the Snapdeal Snapdeal Developers Program without Snapdeal's prior written approval which may be withheld in Snapdeal's sole discretion. You permit Snapdeal to make public statements about your use of the Snapdeal Developers Portal or participation in the Snapdeal Developers Program.

17 LAW AND VENUE

This Agreement will be construed as if both parties jointly wrote it, governed by California law except for its conflicts of laws principles, and any cause of action arising under or relating to this Agreement must be brought exclusively in a court in Santa Clara County, California. However, this will not affect your statutory rights if you are a consumer and the competent court determines that applicable consumer law requires application of another law (such as the law of your country of residence).

18 MISCELLANEOUS

You acknowledge and agree that this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and any conflicting or additional terms contained in other documents or oral discussions are void. You may grant approvals, permissions and consents to Snapdeal by email, but any modifications by you to this Agreement must be made in a writing (not including email) executed by both parties. Snapdeal may refuse to execute any such writings in Snapdeal's sole discretion. Any notices to Snapdeal must be sent to our corporate headquarters address as set forth on our website via first class or air mail or overnight courier, and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for Snapdeal's assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of Snapdeal's stock, assets or business, or (3) to a related entity (e.g., parent or subsidiary of parent). You and Snapdeal are not legal partners or agents, but are independent contractors. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.

Exhibit A

API Security Standards

You will comply with the following API Security Standards (Security Standards): 1. Security Audits 1.1 Audit. Snapdeal reserves the right to periodically audit the Systems to ensure compliance with the requirements of this Exhibit. Non-intrusive network and application security scans may be performed randomly without prior notice. 1.2 Audit After a Security Breach Incident. For purposes of these Security Standards, a Security Breach is defined as a breach of security of your facility, systems or site where Snapdeal Content or Snapdeal User Data has been acquired by an unauthorized person. In the event of a Security Breach, Snapdeal may suspend or terminate your access to the API and Snapdeal Content and Snapdeal may conduct a security audit. 1.3 Snapdeal Results and your Response. Snapdeal will provide you with detailed results of any security audit performed by Snapdeal pursuant to these Security Standards. You will be granted thirty (30) days to resolve any issues Snapdeal has identified through a security audit. Should you fail to resolve such identified issues, Snapdeal may immediately suspend or terminate your access to the API and Snapdeal Content without notice to you. 2. Security Incidents and Response 2.1 Notification and Timing. Notwithstanding any other legal obligations you may have, you agree to immediately notify Snapdeal in writing upon your discovery of a Security Breach. You agree to use commercially reasonable efforts to notify Snapdeal of your detection of a Security Breach no more than twenty-four (24) hours after detection of a Security Breach. Notwithstanding the foregoing, under no circumstances will more than two (2) days pass between your detection of a Security Breach and Snapdeal being notified. 2.2 Notification Format. Your notification of a Security Breach in accordance with the requirements set forth above will take the form of an email to privacybreach@Snapdeal.com. Such notification email will include: a problem statement, expected resolution time (if known), and the name and phone number of your representative that Snapdeal can contact to obtain incident updates. 3. Security Precautions: Best Practices. You agree to adhere at all times to reasonable security practices, as specified in current industry literature on topics relevant to your interaction with Snapdeal. In the event such best practices conflict with these Security Standards, you will comply with these Security Standards. 4. Data Security: Data Storage. You agree to maintain reasonable safeguards to protect the security of the following information, whether provided by an Snapdeal User to you or obtained from Snapdeal through the API: a. Snapdeal User Email Addresses b. Auth&Auth Tokens c. Snapdeal User ID (includes API Developer ID, Application ID, and Certificate ID) d. Any other Snapdeal User data At no time will you collect or store Snapdeal User passwords, credit card numbers, financial information, Social Security Numbers, Driver's License numbers, or State Identification Card numbers, in any form. Snapdeal User IDs used to authenticate access to the API must be kept secret and confidential and under no circumstances be exposed to the public. If Snapdeal believes that Snapdeal User IDs have been compromised, Snapdeal reserves the right to immediately terminate access and issue a new Snapdeal User ID to you.