SERVICE AGREEMENT

THIS SERVICE AGREEMENT IS AN ELECTRONIC RECORD IN TERMS OF INFORMATION TECHNOLOGY ACT, 2000 AND RULES THEREUNDER AS APPLICABLE AND THE PROVISIONS PERTAINING TO ELECTRONIC RECORDS IN VARIOUS STATUTES AS AMENDED BY THE INFORMATION TECHNOLOGY ACT, 2000 AND THE RULES MADE THEREUNDER. THIS ELECTRONIC RECORD IS GENERATED BY A COMPUTER SYSTEM AND DOES NOT REQUIRE ANY PHYSICAL OR DIGITAL SIGNATURES. BY CLICKING ON THE “I ACCEPT” BUTTON ON THIS SERVICE AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY THIS SERVICE AGREEMENT ALONG WITH THE ANNEXURES ATTACHED TO THE SERVICE AGREEMENT. PLEASE ENSURE THAT YOU READ AND UNDERSTAND ALL THE PROVISIONS OF THIS SERVICE AGREEMENT AND ANNEXURES, AS YOU SHALL BE BOUND BY ALL THE TERMS HEREIN UPON CLICKING ON THE “ACCEPT & CONTINUE” BUTTON ON THIS ELECTRONIC CONTRACT/SERVICE AGREEMENT. IF YOU DO NOT ACCEPT ANY OF THE TERMS CONTAINED HEREIN, THEN PLEASE DO NOT PROCEED WITH THIS ARRANGEMENT. YOUR AGREEMENT TO THE SERVICE AGREEMENT SHALL OPERATE AS A BINDING AGREEMENT BETWEEN YOU AND INDIAMART IN RESPECT OF THE TERMS OF THIS SERVICE AGREEMENT.

This Service Agreement (“Agreement”) is made between Indiamart Intermesh Limited, a company registered under the Companies Act, 1956 and having its registered office at 29, 1st Floor, Daryaganj, near Netaji Subash Marg, New Delhi 110002(hereinafter referred to as “INDIAMART” which expression shall mean and include its representatives, successors-in–office, affiliates and assigns) on the ONE PART;

AND

Service Provider/Affiliate who is a social media influencer/referer providing below mentioned services to (hereinafter referred to as the “Service Provider”) INDIAMART of the OTHER PART.

INDIAMART and the Service Provider shall hereinafter individually be referred to as “Party” and collectively as “Parties”.

WHEREAS INDIAMART owns and operates an online listing platform i.e. www.indiamart.com (“Website”), where users can list/advertise their product and/or services.

AND WHEREAS The Service Provider has represented to INDIAMART that he has adequate resources, experience, abilities and knowledge to provide services to INDIAMART (as defined herein below) as per the requirements of INDIAMART.

Based on the said representation of the Service Provider, INDIAMART has agreed to enter into this Agreement with the Service Provider for availing the said Services on the terms and conditions, as detailed herein.

NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS

1. Services

   1. In order to promote and advertise the business of INDIAMART, the Service Provider intends to undertake following promotional and marketing activities for Indiamart.
      1. Affiliate Marketing and Promotion Programme
         The Service Provider shall promote the business of Indiamart through their Social Media Platforms (including Youtube, Instagram, Facebook etc) (“Platform”).
      2. Affiliate Referral Programme
         The Service Provider may choose to participate in the Referral Program and will make introduction of the Company to potential users for purposes of promoting the Services to such potential users. The Service Provider shall only use the exclusive links provided to them by Indiamart which they may provide to the users in the form of an internet link, an alphanumeric identifier, or other formats determined by Indiamart for this purpose.
   2. The details of Services to be provided by the Service Provider are comprehensively mentioned in Annexure I to this Agreement.
   3. INDIAMART may add to or reduce the scope of the Services, from time to time post mutual discussions and agreement between the Parties.



2. Eligibility and Enrollment

   The Service Provider shall submit accurate, complete and up-to-date details for the purpose of enrollment process at “affiliate.indiamart.com”, which shall be evaluated by Indiamart. The Service Provider shall also submit documents as requested by Indiamart.

   
   

   Indiamart may reject the application of the Service Provider in its sole discretion if the Platform of the Service Provider is unsuitable.




3. Representations and Warranties

   1. The Service Provider represents and warrants that the Service Provider has all requisite power and authority to deliver and perform the obligations agreed herein.
   2. The Service Provider represents and warrants that entering into this Agreement does not and will not conflict with any law or regulation applicable to the Service Provider or any guidelines, rules, regulations including any judicial, official, governmental and/ or statutory and/or regulatory orders and/or judgments whether interim, final or otherwise or with any other contract to which the Service Provider is a party.
   3. The Service Provider warrants that the INDIAMART CRM access given to him by INDIAMART shall be maintained in strict confidentiality and the data so received pursuant to this arrangement shall be used only for the purposes set out under this Agreement.
   4. The Service Provider hereby expressly agrees that the Service Provider shall not use any data, the CRM System, for any illegal purposes which could cause harm to the goodwill of INDIAMART.
   5. The Service Provider will not artificially generate the views or impressions on its Platform in any manner.
   6. The Service Provider represents and warrants that the Service Provider has all capabilities and the requisite qualifications for rendering services as agreed herein and is the owner of the videos/post/stories/images/text (“Content”) available on its Social Media Platforms. The Service Provider further represents and warrants that he/she is not in violation of any third party rights and undertakes not to violate any third party rights while rendering services in terms of this Agreement or otherwise.
   7. Service Provider shall be solely responsible for Service Provider’s Social Media Platform, including its development, operation, and maintenance and all materials that appear on or within it.
   8. The Service Provider represents and warrants that the Service Provider has not been convicted by any court in India for any cognizable offence or an offence punishable with imprisonment, under the laws of India.
   9. The Service Provider represents that he doesn’t meet the turnover threshold limit as prescribed under the Goods and Services Act, 2017 (“GST Act”) and confirms non-applicability of the GST Act. The Service Provider acknowledges to inform INDIAMART as and when such turnover threshold limit exceeds and further undertakes to comply with law(once applicable) as prescribed under the Goods and Services Act, amended from time to time.
   10. Service Provider shall only use the Materials (herein defined below) for the purposes of rendering the Services agreed herein in terms of this Agreement.
   11. Service Provider shall comply with the requirements and restrictions imposed by Indiamart. Indiamart reserves the right to update these requirements and restrictions from time to time
   12. Service Provider shall not host, display, upload and publish any information or content on their Social Media Platform that:
       1. is defamatory, obscene, pornographic, pedophilic, invasive of another‘s privacy, including bodily privacy, insulting or harassing on the basis of gender, libelous, racially or ethnically objectionable, relating or encouraging money laundering or gambling, or otherwise inconsistent with or contrary to the laws in force;
       2. is harmful to child;
       3. infringes any patent, trademark, copyright or other proprietary rights;
       4. impersonates another person;
       5. threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign States, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other nations.
   13. Service Provider shall not submit any user’s contact information to Indiamart for the purpose of contacting by Indiamart unless the user has given his consent for the same.
   14. The Service Provider shall not misrepresent the features, performance, specifications, or other data about Indiamart to the prospective user.
   15. The Service Provider represents and warrants the user referred to by them shall not engage in any unethical or unfair business practices during the course of exercising its rights and performing its obligations under this Agreement (including providing or receiving any unauthorised payments or commissions to any personnel, of Indiamart, or other parties).
   16. The user referred to by the Service Provider must not already be an existing user of Indiamart, and must not have already applied for the Affiliate Programme of Indiamart prior to the referral, and must not have been referred by another party.



4. Payment Terms

   1. All payouts shall be made and computed as per the Annexure II of this Agreement.
   2. All payments shall be paid within 15 working days of generating and submitting invoice to INDIAMART.



5. Participation Requirement

   • The Service Provider agrees that:
     1. The Service Provider will ensure that the Platform complies with the suitability criteria outlined in this Agreement or as notified by Indiamart from time to time.
     2. The Service Provider will refrain from displaying or using intellectual property belonging to Indiamart except as expressly permitted within the terms of this Agreement.
     3. The Service Provider will only use Links (URLs to ‘Indiamart Website’ generated by the Service Provider for the purpose of rendering services) in accordance with the terms of this Agreement.
     4. The Service Provider will promptly remove any links from their Platform that are no longer available on Indiamart Website or as notified by Indiamart.
     5. The Service Provider will refrain from purchasing or registering any proprietary term related to Indiamart or its associates/partners.
     6. The Service Provider shall not use Google Ad Programmes for redirecting traffic to Indiamart Website. Any such act shall be considered a material breach of this Agreement.
     7. The Service Provider shall not artificially generate clicks or impressions on their Platform whether by way of a software program or otherwise.
     8. The Service Provider will not attempt to manipulate traffic on Indiamart Website.
     9. The Service Provider will not intercept or redirect traffic from Indiamart Website.



6. System Access and Limited Use

   1. The Service Provider shall access the INDIAMART’s CRM system, or any other such programs, software, technological platform(“System”) only through the Service Provider email id provided at the time of registration to INDIAMART and use such System only in the manner for which it is intended to be used for and not otherwise.
   2. The Service Provider specifically warrants that he shall not use the System or data/information for any other purpose other for the purposes envisaged in this Agreement,
   3. Service Provider agree that he/she will not use the Systems/data to: (i) modify, disassemble, decompile, prepare derivative works of, reverse engineer or otherwise attempt to gain access to the source code of the System/data; (ii) knowingly or negligently use the System/data in a way that abuses, interferes with, or disrupts INDIAMART networks, Customer accounts, or the System; (iii) engage in activity that is illegal, fraudulent, false, or misleading, (iv) transmit through the System any material/data that may infringe the intellectual property of INDIAMART or other rights of third parties ; (v) build or benchmark a competitive product or service, or copy any features, functions or graphics of the System and the data in the System; or (vi) use the System to communicate any message or material that is harassing, libelous, threatening, obscene, indecent, would violate the intellectual property rights of any party or is otherwise unlawful, that would give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense, under any applicable law or regulation; (vii) upload or transmit any software, content or code that does or is intended to harm, disable, destroy or adversely affect performance of the System in any way or which does or is intended to harm or extract information or data from other hardware, software or networks of INDIAMART or other users of Services; (viii) engage in any activity or use the System in any manner that could damage, disable, overburden, impair or otherwise interfere with or disrupt the System, or any servers or networks connected to the System or INDIAMART security systems. (ix) use the System in violation of any INDIAMART policy;(x) use the System to sell, share, download the data for any fraudulent or commercial purposes save and except for which it is specifically agreed herein.



7. Confidentiality

   The Service Provider acknowledges that pursuant to this Agreement, the Service Provider will have access to confidential and proprietary information of INDIAMART and its affiliates, which has been provided by INDIAMART or which he comes across during the course of his obligations under this Agreement or otherwise. The Service Provider undertakes to keep confidential all data and other confidential information of INDIAMART and shall not sell or otherwise make that information available to any third party. Confidential information shall mean and include all information, whether verbal or written, disclosed to the Service Provider by INDIAMART, as the case may be, but not be limited to CRM data, users (suppliers and buyers of INDIAMART) details (i.e., Personal Information of the user), phone numbers, market information, all work products and documents related thereto, the contents or any other information, whether provided orally or in writing, received or to be received by the Service Provider during the course performance of his obligations under this Agreement or otherwise. Service Provider shall not enter into similar arrangement with any third party which are in same business as that of INDIAMRT i.e online listing (“Competitor”) for the particular Content (defined hereinafter) as hosted/uploaded by the Service Provider on its Social Media Platform, without the prior written consent of INDIAMART due to the confidentialityThe Confidential Information at no times can be disclosed to the Competitor. In the event, INDIAMART becomes aware that the Confidential Information has been disclosed to a Competitor or has been used for the benefit/interest of the Competitor, INDIAMART can claim such direct and indirect damages as it may suffer due to such losses from the Service Provider. All work, reports, designs, drawings, renderings and other work product produced by the Service Provider in connection with its performance under this Agreement shall belong to INDIAMART and Service Provider shall not use any part thereof for any purposes, unless specially agreed herein.




8. Indemnification

   The Service Provider agrees and undertake to indemnify and to hold harmless INDIAMART its affiliates, successors, agents, assigns, and each of its directors, officers, employees, associates, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorney’s fees) incurred by reason of (i) any breach or alleged breach by the Service Provider of the Service Provider’s obligations, responsibilities, representations, or warranties under the Service Agreement; (ii) breach of any service level commitments; (ii) any infringement or unauthorized use of intellectual property rights of INDIAMART (iii) any breach of the confidentiality obligations of the Service Provider under this Agreement (iv) any violation of the applicable law,; (v) any violation of INDIAMART quality guidelines or standards by the Service Provider; (vi) any harm to the reputation and goodwill of INDIAMART directly attributable to the Service Provider; (v) fraud, theft, misconduct, negligence or deficiency of data/leads/information by the Service Provider; any negligent act or omission committed in the course of Services hereunder, or any misrepresentation made during the engagement hereunder; (vi) civil or criminal offense under law or in the opinion of INDIAMART.




9. Term and Termination

   • The Agreement will come into effect from the date of signature by the Service Provider and may terminate by virtue of clauses of this Agreement by either Party.
   • Indiamart may terminate this agreement immediately without any notice to the Service Provider, with or without cause. The Service Provider may at any time terminate this Agreement, without assigning any reason, by written notice of not less than 07 (seven) days to INDIAMART.
   • On the effective date of termination of this Agreement, the Service Provider shall:
     • Return all Confidential Information to IndiaMART;
     • Not make, keep, preserve any copy of the data except otherwise only for the purpose to comply with any statutory obligations; and
     • Delete the entire data, which is not capable of being returned in any format whatsoever and issue a certificate to the effect of deletion of the entire data from its records.
     • Immediately stop using Indiamart marks and contents.



10. Intellectual Property Rights

    1. INDIAMART agrees to grant Service Provider a fully paid-up, non-exclusive, royalty-free, non- transferable license to Service Provider to use links, image, text, video or any other material (“Material”) for the purpose of carrying out the Services agreed herein, for the Term of this Agreement.
    2. The license so granted by INDIAMART to Service Provider for the purpose of this Agreement shall be immediately and automatically terminated if at any time Service Provider breaches any clause of this Agreement, or otherwise upon termination of this Agreement. In addition, INDIAMART may terminate the license set forth in this Clause in whole or in part upon written notice to Service Provider.
    3. Service Provider shall promptly remove and delete the Material from Service Provider’s Social Media Platform and shall cease to use the same immediately upon occurring of event as stated above in Clause IX (2) or upon voluntary withdrawn of license whether in respect of entire Material or part of the same.



11. Notice

    Any notices, requests and other communications required or permitted hereunder shall be in writing and may be sent by any of the following means to the receiving Party at the relevant addresses set forth in this Agreement:

    1. By hand, against a written acknowledgement of receipt by the receiving Party.
    2. Or any other medium or manner as the Parties agrees with each other, which may include communications through the CRM system.
    Indiamart may send communications regarding this Agreement to the email address of the Service Provider. The Service Provider will be considered to have received all such notifications, approvals, and other communications sent to that email address.



12. Relationship between Parties

    This Agreement shall be on a principal-to-principal basis and shall not create any employee-employer relationship between the Parties. The Service Provider shall provide all services hereunder as an independent entity and nothing contained herein shall be deemed to create any association, partnership, joint venture or relationship of principal and agent or master and servant, or employer and employee between the parties hereto or any affiliates or subsidiaries thereof or to provide either party with the right, power or authority, whether express or implied to create any such duty or obligation on behalf of the other party.




13. Governing Law and Dispute Resolution

    1. If any dispute arises between the Service Provider and INDIAMART, 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 sole arbitrator to be mutually appointed by both the Parties. Arbitration shall be held in New Delhi. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties.
    2. This Agreement shall be governed by and construed in accordance with the laws of India and the courts in New Delhi shall have the exclusive jurisdiction in connection with this Agreement.
    3. In addition to above remedies, INDIAMART shall be entitled to an interim injunction, restraining order or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain Service Provider from committing any violation of the covenants and obligations set out in this Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies INDIAMART may have at law or in equity.



14. Amendment

    Service Provider is not permitted to assign or subcontract this Agreement to any other person or engage any agent except with the prior written consent of INDIAMART and subject to such conditions as may be imposed by INDIAMART.




15. Waiver

    Failure to enforce or exercise any term of the Agreement does not constitute a waiver of such term and does not affect the right later to enforce such, or any other term therein contained.




16. Severability

    The invalidity or unenforceability of any term of the Agreement will not adversely affect the validity or enforceability of the remaining terms. This Agreement will be given effect as if the invalid or unenforceable term had been replaced by a term with a similar economic effect.




17. Amendment

    INDIAMART may amend the provisions of this Agreement and Annexures annexed to this Agreement at its own discretion and may notify the Service Provider about such amendments, appropriately.

ANNEXURE I

Scope of Service

1. Affiliate Marketing and Promotion
1. shall /adjoin/insert INDIAMART’s category pages links or urls (“Link/s”) or any other Links as approved by INDIAMART from time to time in the Content while hosting/uploading it on Service Provider’s Social Media Platform.
2. shall ensure that the Links shall be well placed in the Content of Service Provider’s Social Media Platform.
2. Affiliate Referral Programme

1. shall use their best efforts to identify, refer and introduce the business of Indiamart to potential affiliates for the purpose of promoting the services of Indiamart
2. shall ensure that the referred user is not a current or previous affiliate already registered with Indiamart or has not previously communicated an interest in Indiamart’s Affiliate Progarmme.
3. the Service Provider shall be entitled to commissions as per the Annexure – II, once the referred affiliate gets onboarded and is eligible for consideration.

Note - Indiamart reserves the right to discontinue participation in its programs for Affiliates found engaging in any fraudulent activities. The Affiliates shall not generate artificial users and/or non-genuine users. Any Affiliate found in violation of this Agreement’s terms shall be rendered ineligible and may be removed from the programs forthwith and shall be paid for the genuine users only.

ANNEXURE II

Consideration and Payment Terms

Notwithstanding anything to the contrary in this Agreement, Indiamart shall accrue and withhold the consideration amount until the total amount payable to the Service Provider reaches a minimum threshold of INR 100 in a weekly or monthly cycle. Payments shall be disbursed in the subsequent payment cycle when the consideration amount becomes payable. This minimum payout threshold shall apply uniformly to all programs covered under this Agreement. The payment eligibility for Affiliates shall be determined based on the categories defined in the updated List. Affiliates shall be eligible for payment for promoting the categories specified in the link( "Eligible Categories" ), which Indiamart may amend, modify, or supplement from time to time by posting the updated List on Indiamart's website. Any such amendment to the List shall be deemed accepted by the Affiliate upon its publication. Indiamart reserves the right to impose a maximum monthly earning cap of INR 30,000 and this cap shall exclusively apply to the Affiliate Marketing, Promotion, and Incentive Programs.

1. Affiliate Marketing Programme

In consideration of the Services rendered by the Service Provider, IndiaMart shall pay to the Service Provider INR 2.5/User (i.e. the overall number of unique users referred by affiliate links) in the affiliate links added by the Service Provider. Service Provider shall properly paste the Link on the Platform, failure of which Indiamart shall not have any obligation to pay the Service Provider the fees as agreed upon in the Agreement.




Notwithstanding anything mentioned in Clauses III and V, in case Indiamart determines that the Service Provider has failed to comply with the requirements of Indiamart, Indiamart may withhold any advertising fees payable to the Service Provider. Payment will be made once the necessary requirements have been fulfilled.




In addition to the consideration mentioned above, the Service Provider shall be eligible for incentives when the cumulative count of ‘Users’, as defined herein, exceeds a threshold of 1000. For the purposes of this clause, ‘Users’ shall refer to the total number of individuals who have accessed or viewed the videos uploaded by the Service Provider. The Incentives shall be calculated on a monthly basis.






• The Incentives shall be determined as per the following table: -
  

  No. Of Users	Rewards	Total Rewards
  500	0	0
  1000	500	500
  2000	500	1000
  3000	500	1500
  4000	500	2000
  5000	500	2500





The above mentioned consideration is inclusive of applicable taxes.




Upon the mutual written consent between the Parties, above mentioned consideration may be modified/amended.



2. Affiliate Refer and Earn Programme

In consideration of the referrals made by the Service Provider, IndiaMart shall pay to the Service Provider, commissions as per the following:




Monthly Volume (Users)	Performance Bonus Level
0-500	20%
500-1000	40%
1000-5000	60%
5000-10000	80%
10000+	100%




The net payable amount shall be calculated basis the following:




The payout structure is designed to reward affiliates at different levels of the program based on the number of users (signups) generated within their network. The structure ensures that both the individual efforts of affiliates and the collective performance of their downline are incentivised.




Note - Indiamart reserves the right to impose a maximum earning cap of INR 5,000 for Refer and Earn Program and a referrer shall not be eligible to earn more than INR 5,000 per referred individual in his downline at any point of time.




Base Level (Level N) Payout

At the base level, each affiliate earns a payout based solely on their Personal Volume.

• Formula:

Level N Payout Personal Volume (total number of users directly generated by an individual affiliate through their exclusive affiliate links and does not include users generated by their downline) × ₹2.5




Level N-1 Payout

Affiliates one level above the base level receive payouts based on their Group Volume, which includes both their Personal Volume and the volume generated by their downline.

• Formula:

Level N-1 Payout = Group Volume (Total number of users generated by an affiliate’s downline network, excluding the affiliate’s own Personal Volume. Group Volume will be used to determine the payouts for affiliates, allowing them to receive commissions based on their entire downline's performance) × ₹3.5 × Commission Rate.




Higher Levels (Level N-2 to Level 1) Payout

Affiliates at higher levels receive payouts based on their Group Volume, but the total payouts earned by their downline are subtracted from their payout.

• Formula:

Higher Levels (N-2 to 1) Payout = (Group Volume × ₹3.5 × Commission Rate) - Total Payouts to Downline.



3. Affiliate Promotional Campaign

IndiaMART may introduce promotional campaigns ( “Promotional Campaigns” ) for the Service Provider at its sole discretion. Any amounts related to these campaigns may be disbursed by IndiaMART in addition to the payments already agreed upon in the Agreement. All payments related to such promotional campaigns will be disbursed within 30 days from the end date of the promotional campaigns.