This Agreement contains the complete terms and conditions that apply to an individual's or entity's participation in the Pushkart, LLC Affiliate Program (the "Program"). As used in this agreement, "we", "us", "our" and "Pushkart" means Pushkart, LLC, and "you" means the Applicant.

• Definitions
  

  "Active Business"

  means an Eligible Business that has been approved by Pushkart for participation as a Marketer on the Pushkart Service, as modified from time to time by Pushkart.

  "Advanced Billing Plan"

  means the Marketer billing plan for the Pushkart Service described in detail on the Pushkart Site.

  "Affiliate"

  means an accepted Applicant to the Program that continues to participate in the Program pursuant to the terms of this Agreement.

  "Affiliate Account"

  means a User Account for Affiliates on the Pushkart Service that gives Affiliates access to, among other things, Business Pre-Registration Forms and reports.

  "Applicant"

  means a person or entity that is applying to become an Affiliate.

  "Business Pre-Registration Form"

  means the questionnaire that Affiliates must complete and submit to Pushkart in order to Pre-Register an Eligible Business.

  "Commission Term"

  means the twenty-four (24) month period commencing on the date a business for which you are the Credited Affiliate becomes an Active Business. "Confirmation E-mail" means an e-mail from Pushkart specifying that Affiliate has submitted the recipient to Pushkart as a Pre-Registered Business, and containing a link to enable the recipient to complete registration with the Pushkart Service.

  "Credited Affiliate"

  means, with respect to an Active Business, the Affiliate that introduced such Active Business to Pushkart as evidenced solely by (a) such Affiliate's submission of a Business Pre-Registration Form with respect to such Active Business to Pushkart with the consent of the Active Business, and (b) such Active Business's use of the link in the Confirmation E-mail that was sent to the Active Business upon the Affiliate's submission of a Business Pre-Registration Form.

  "Eligible Business"

  means a business enterprise comprised of no more than five (5) sales locations at the time the business enterprise is pre-registered and that conforms to the Eligibility Criteria.

  "Eligibility Criteria"

  means standards identifying brands, businesses, products, and services that are suitable or unsuitable for participation as Marketers on the Pushkart Service, as determined from time to time by Pushkart, and are available on the Pushkart Site.

  "General Billing Plan"

  means the Marketer billing plan for the Pushkart Service described in detail on the Pushkart Site, as modified from time to time by Pushkart. "Gross Revenue" means the gross revenue actually received by Pushkart from an Active Business in connection with such Active Business's use of the Pushkart Service, less any refunds or chargebacks.

  "Marketer"

  means a brand or business that offers Pushkart Deals on the Pushkart Service.

  "Pre-Register"

  means to submit a completed Business Pre-Registration Form regarding an Eligible Business to Pushkart in accordance with this Agreement.

  "Pre-Registered Business"

  means a business on behalf of whom an Affiliate has submitted a Business Pre-Registration Form to Pushkart.

  "Pushkart App"

  means Pushkart's software application for use on mobile and other devices.

  "Pushkart Deals"

  means advertising and special offers distributed via the Pushkart Service to consumers on their mobile and other devices or accessed through a search on the Pushkart Service and that can be redeemed at a business's points of purchase.

  "Pushkart Marks"

  means any of Pushkart's trademarks, service marks, tradenames, names, designs, logos, images and/or other proprietary names or marks.

  "Pushkart Service"

  means Pushkart's proprietary web-based software platform, including the Pushkart Site and any Pushkart App, that enables businesses to distribute Pushkart Deals.

  "Pushkart Site"

  means the Pushkart website which has its primary home page identified by the URL www.pushkart.com.

  "Referral Fees"

  means, with respect to an Active Business for which you are a Credited Affiliate, an amount equal to (i) if such Active Business is billed under Pushkart's General Billing Plan, forty percent (40%) of the Gross Revenue attributed to such business, or (ii) if such business is billed under Pushkart's Advanced Billing Plan, ten percent (10%) of the Gross Revenue attributed to such business.

  "User Account"

  means an account on the Pushkart Service made available to registered users of the Pushkart Service.

• Enrollment

  2.1 To begin the enrollment process, you must submit a completed Program application to Pushkart via the Pushkart Site or a Pushkart App. Pushkart will evaluate your application in good faith and will notify you regarding acceptance or rejection of your application. Pushkart may reject your application for the Program for any reason. If Pushkart rejects your application, you can reapply at any time (unless Pushkart bars you from the Program), and Pushkart may reconsider the application. If we accept your application and thereafter determine that we wish to discontinue the Program or that you are unsuitable for the Program, we may terminate this Agreement in our sole discretion without liability to you. If Pushkart accepts your application, you will become an Affiliate and Pushkart will give you access to an Affiliate Account on the Pushkart Site for so long as you remain an Affiliate in good standing.

  2.2 You represent and warrant that (i) you have the right to enter into this Agreement and to perform your obligations under it, (ii) you have read and understand this Agreement and agree to all of its terms and conditions, and (iii) you are not a minor in your jurisdiction of residence and can lawfully enter into and form contracts under applicable law. In addition, you acknowledge that you have evaluated independently the desirability of participating in the Program and are not relying on any guarantee or statement other than contained in this Agreement.

• Pre-Registering Businesses with Pushkart
  

  3.1 Affiliates may introduce Eligible Businesses to Pushkart as set forth below. If you have received permission from an Eligible Business, you may Pre-Register such Eligible Business with Pushkart by fully completing and submitting to Pushkart a Business Registration Form. You represent and warrant to Pushkart that each business you Pre-Register with Pushkart has authorized you to Pre-Register such business. Failure to obtain permission from a business prior to your Pre-Registration of such business shall be a material breach of this Agreement. Pre-Registered Businesses will receive a Confirmation E-mail from Pushkart. If a business you Pre-Registered contacts Pushkart by clicking the link included in such Confirmation E-mail, a temporary account will be activated for such business on the Pushkart Service, and such business may complete the registration process by confirming the data provided by you in the Business Pre-Registration Form, and submitting additional information to Pushkart such as a valid credit card number and a username and password.

  3.2 If an Eligible Business that you Pre-Registered successfully completes the registration process as set forth in Section 3.1, and Pushkart approves such Eligible Business for participation as an Active Business, such Eligible Business will be deemed an Active Business and you will be deemed the Credited Affiliate for such Active Business. Pushkart will send notice thereof to the Active Business and to you, and you will earn Referral Fees for such Active Business as set forth in Section 7. An Affiliate's status as an Credited Affiliate of an Active Business will terminate upon the conclusion of the Commission Term.

  3.3 If an Active Business was Pre-Registered with Pushkart by multiple Affiliates, you agree that only the Affiliate that submitted the Business Pre-Registration Form that generated the Confirmation E-mail that contained the link that was clicked by a representative of such Active Business as determined solely by Pushkart in its sole discretion will be deemed the Credited Affiliate eligible for Referral Fees related to such business.

  3.4 If an Active Business was Pre-Registered with Pushkart by you, but such business registered with Pushkart by any means other than as set forth above in Section 3.2, you agree that you shall not be eligible for Referral Fees related to such Active Business and you will not be deemed the Credited Affiliate of such Active Business. We will not be liable to you with respect to any failure by a business you solicited to use the link in the Confirmation E-mail to access the Pushkart Service for purposes of finalizing registration with us, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement. You acknowledge that the Pushkart Service allows businesses to self-register with Pushkart via the Pushkart Site. You further acknowledge that we may at any time (directly or indirectly) solicit businesses to become our customers on terms that may differ from those published on the Pushkart Site.

• Pushkart's Rights and Responsibilities
  

  4.1 Pushkart is, and during the Term will remain, solely responsible for the development, maintenance and operation of the Pushkart Service. Pushkart will be responsible for all aspects of customer order processing, fulfillment, and support. Pushkart reserves the right to reject Eligible Businesses, Active Businesses, Affiliates, and any application submitted or order placed by any of them.

  4.2 We may change our policies and operating procedures or cease to operate the Pushkart Service at any time. For example, we will determine the prices to be charged for use of the Pushkart Service in our sole discretion, and may change such prices at any time.

• Your Rights and Responsibilities
  

  5.1 Notwithstanding anything to the contrary herein, you are, and will remain, solely responsible for the means and methods by which you introduce businesses to Pushkart including for all materials that you provide to such businesses (other than materials provided by Pushkart). In connection with sales materials used by you to solicit Eligible Businesses, you are required to use our description of the Pushkart Service, as well as our pricing materials, which are both available on the Pushkart Site.

  5.2 You will defend and indemnify Pushkart from and against any and all third party claims, damages, liabilities, costs and expenses (including reasonable attorneys' fees and expenses) arising out of the methods and means by which you introduce businesses to Pushkart, including but not limited to the content of materials (other than materials provided by Pushkart) you provide to businesses.

  5.3 You will not solicit any business to register with Pushkart that is not an Eligible Business. You agree to disclose to each business that you solicit regarding the Pushkart Service that you are not an employee, agent, or representative of Pushkart.

  5.4 You acknowledge that, by participating in the Program and submitting Business Pre-Registration Forms to us, we may receive information from or about various persons or entities. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with Pushkart's policies and procedures in effect from time to time as set forth in the Pushkart Privacy Policy on the Pushkart Site.

  5.5 You acknowledge and agree that you will: (a) use any data, images, text or other information obtained by you from us or the Pushkart Site in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement; (b) only utilize Content you obtain from the Pushkart Site during the period such Content remains available on the Pushkart Site; (c) not modify or alter any Content that consists of a graphic image, other than to resize it; (d) not edit any Content that consists of text; (e) not sell, redistribute, sublicense or transfer any Content; (f) not use any Content in a manner intended to direct sales to any other person; and (g) not use any Content, including any name or likeness embodied therein, in a manner that implies a person's or company's endorsement or sponsorship of, or commercial tie-in or other association with, any product, service, party or cause.

  5.6 You may not: (a) directly or indirectly offer to or accept from any person or entity any consideration or incentive (including, without limitation, payment of money), for permitting you to Pre-Register such person or entity with Pushkart; (b) include in a Business Pre-Registration Form any contact details other than those of the Eligible Business (as provided to you by such Eligible Business); (c) engage in any transactions of any kind on the Pushkart Service on behalf of any third party, or authorize, assist, or encourage any other person to do so; (d) take any action that could reasonably cause any customer confusion as to our relationship with you, including misrepresenting or embellishing the relationship between us and you, or expressing or implying any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement; (e) permit any third party to submit a Business Pre-Registration Form on your behalf; (f) seek to purchase or register any keywords, search terms or other identifies that include the word “Pushkart” or any other Pushkart Mark, or variations or misspellings thereof for use in any search engine, portal, sponsored advertising service or other search or referral service; or (g) Pre-Register an Eligible Business of which you are an owner or an employee. If we determine, in our sole discretion, that you have engaged in any of the foregoing activities, we may (without limiting any other rights or remedies available to us) withhold any Referral Fees otherwise payable to you under this Agreement and/or terminate this Agreement.

• License
  

  6.1 Upon Pushkart's written notification to you that you have been accepted into the Program, Pushkart grants to you, during the Term and subject to the terms and conditions of this Agreement, a revocable, non-exclusive, non-transferable, non-assignable, worldwide, royalty-free license to use the Pushkart Marks and Content solely to assist you in introducing Eligible Businesses to Pushkart and in accordance with the terms of this Agreement. You acknowledge and agree that Pushkart and/or its licensors own exclusively all right, title and interest in the Pushkart Marks and that you have no rights in the Pushkart Marks other than the limited license granted herein.

  6.2 You recognize that there is a great value to Pushkart in the Pushkart Marks and Content and goodwill associated therewith and that all uses by you of the Pushkart Marks and Content shall inure exclusively to the benefit of Pushkart. You shall not, during the Term or thereafter, directly or indirectly, assert any interest or property rights in any Pushkart Marks or any marks substantially similar thereto or contest the validity of any of the Pushkart Marks or Pushkart's exclusive ownership of them. You shall not adopt, use, or register, or apply for registration of, whether as a corporate name, trademark, service mark or other indication of origin, any of the Pushkart Marks or any word or mark confusingly similar to any of them in any jurisdiction.

  6.3 You will not use the Pushkart Marks or Content in a manner that or otherwise disparages Pushkart or its products or services, or portrays Pushkart or its products or services in a false, competitively adverse or poor light. You will comply with Pushkart's usage standards and attribution guidelines (available on the Pushkart Site) for the Pushkart Marks. You will comply with Pushkart's requests as to the use of Pushkart Marks and will avoid taking any action that diminishes the value of any of the Pushkart Marks.

• Referral Fees; Reporting
  

  7.1 Subject to the other terms of this Agreement, during the Commission Term, you will earn Referral Fees.

  7.2 Pushkart will only pay Referral Fees in connection with an Active Business after such Active Business has placed an order to place Pushkart Deals via the Pushkart Service, paid Pushkart for such order in full, and fulfillment has occurred.

  7.3 Pushkart will pay you your earned referral fees (less any taxes that Pushkart is required to withhold) within thirty (30) days following the end of each thirty (30) day billing cycle. If Referral Fees earned during any thirty (30) day billing cycle are less than $25, then Pushkart, in its sole discretion, may withhold those Referral Fees until the conclusion of a thirty day billing cycle in which the total amount due to you is at least $25 or (if earlier) until this Agreement is terminated. In order to receive Referral Fees, you must either (i) select one of our approved online payment account providers (e.g., Paypal) and designate to us a specific online account into which your earned Referral Fees should be transferred, or (ii) designate to us the address to which payment to you via check shall be directed; provided, however, that if you choose to receive earned Referral Fees via check, payments thereof will be made no more than once every six (6) months.

  7.4 We are obligated by U.S. federal law to obtain tax information from Affiliates who are U.S. citizens, U.S. residents or U.S. corporations and from Affiliates who are not U.S. citizens or residents but whose businesses are taxable in the U.S. If we believe you are an Affiliate from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your Referral Fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. Any taxes that are imposed on payments to you shall be your sole responsibility. Any fines or penalties related to non-payment of taxes on Referral Fees shall also be your sole responsibility.

  7.5 Your Affiliate Account will contain information regarding your Pre-Registered Businesses, earned Referral Fees, and other information regarding Active Businesses of which you are the Credited Affiliate. The form, content, and frequency of reports or information may vary from time to time in our discretion.

• Term and Termination
  

  The term of this Agreement (the "Term") will begin on the date Pushkart accepts your completed Program application and will continue in full force and effect until terminated pursuant to this Section 8. Either party shall have the right, in its sole discretion for any reason whatsoever, to terminate this Agreement at any time by giving the other party written notice of termination. Upon termination by either party, the license set forth in Section 6 shall automatically terminate, and you will cease soliciting businesses to register with Pushkart. After termination of this Agreement, you are eligible to continue to earn Referral Fees only with respect to an Active Business of which you were the Credited Affiliate during the Term and at the time of termination; provided, however, in no event shall you be entitled to any Referral Fees in connection with an Active Business after the period commencing two years from the date such business became an Active Business has ended. Sections 1, 5, 7.1 to 7.4, and 8 to 12 will survive the termination or expiration of this Agreement.

• Disclaimers, Limitations and Reservations
  

  9.1 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, PUSHKART DOES NOT MAKE, AND HEREBY DISCLAIMS, ALL REPRESENTATIONS AND WARRANTIES REGARDING THE PROGRAM, THE PUSHKART SERVICE AND ANY SERVICES AND PRODUCTS AVAILABLE ON OR THROUGH THE PUSHKART SERVICE, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PUSHKART SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (A) THE AMOUNT OF REFERRAL FEES THAT YOU MAY RECEIVE, AND (B) ANY ECONOMIC OR OTHER BENEFIT THAT YOU MIGHT OBTAIN THROUGH YOUR PARTICIPATION IN THE PUSHKART AFFILIATE PROGRAM.

  9.2 PUSHKART WILL NOT BE LIABLE TO YOU FOR CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR MULTIPLE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT OR THE PROGRAM OR THE PUSHKART SERVICE EVEN IF PUSHKART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PUSHKART'S ENTIRE LIABILITY TO YOU ARISING FROM THIS AGREEMENT (UNDER ANY THEORY OF LIABILITY) WILL NOT EXCEED THE AMOUNTS ACTUALLY EARNED BY YOU AND NOT PREVIOUSLY PAID TO YOU UNDER SECTION 7.

• Confidentiality
  

  During the Term, you may have access to certain nonpublic information of Pushkart which a reasonable person would consider confidential or which Pushkart has indicated as "confidential" or "proprietary" ("Confidential Information"). All data you provide to Pushkart, including all information on Business Pre-Registration Forms you submit to Pushkart shall be Confidential Information. Confidential Information does not include information that is generally known and available to the general public through no fault of yours. You agree (i) to hold in confidence, and not disclose, any Confidential Information to any third party; (ii) not to use any Confidential Information for any purpose except performing your obligations under this Agreement; and (iii) to use reasonable measures to keep Confidential Information confidential. These obligations shall continue for so long as such Confidential Information remains confidential.

• Compliance with Laws
  

  As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant. Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws (federal, state or otherwise) that govern marketing e-mail, including without limitation, the CAN-SPAM Act of 2003 and all other anti-spam laws.

• Miscellaneous
  

  12.1 Pushkart may modify any of the terms and conditions contained in this Agreement. Pushkart will attempt to notify you via e-mail of any such modification and will post a change notice or a new Agreement on the Pushkart Site. If a modification is unacceptable, your only recourse is to terminate this Agreement by giving notice within thirty (30) days as provided in Section 8. Your continued participation in the Program following our posting of a change notice or new Agreement on the Pushkart Site will constitute binding acceptance of the change.

  12.2 The parties are independent contractors, and this Agreement will not be construed to create a partnership, joint venture or employment relationship between them. Neither party will represent itself to be an employee, agent or representative of the other, and neither party will have the right or authority to create any obligation or responsibility on the other's behalf. You will not make any statement that reasonably would contradict anything in this Section.

  12.3 Neither Pushkart nor you will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control and that such party is unable to overcome through the exercise of commercially reasonable diligence.

  12.4 You may not assign this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Pushkart.

  12.5 Any notice to be given under this Agreement shall be in writing and shall be deemed delivered if delivered by e-mail: if to you, to you at the e-mail address provided in your Affiliate Program application form; and if to Pushkart, to Pushkart at [affiliate@pushkart.com].

  12.6 Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

  12.7 This Agreement represents the entire agreement between the parties with respect to the Pushkart Affiliate Program. If any provision of this Agreement is held to be invalid, such invalidity will not effect the remaining provisions. This Agreement and the operation of the Program and the Pushkart Service shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements entirely made and performed therein, and to operations entirely occurring therein. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated by a federal or state court in New York County, New York, and courts with appellate jurisdiction therefrom. Pushkart and you hereby consent to jurisdiction in such forum and waive any objection to such venue. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity's intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Content are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.