AFFILIATE MARKETING TNC

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

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

By participating in the Program, you (a) are agreeing to be bound by and comply with this Operating Agreement; (b) represent and warrants that you are competent to enter into the contract within the meaning of the Indian Contract Act, 1872 and are not a minor, un-discharged insolvent etc.;(c) agree to be in compliance with all laws, rules, regulations, orders, etc., as may be applicable to You. If this Operating Agreement is being agreed to by a company or other legal entity, then the person agreeing to this Operating Agreement on behalf of that company or entity hereby warrants that he or she is authorized and lawfully able to bind that company or entity to this Operating Agreement.

The Creator shall provide affiliate marketing, advertising and promotional services, to promote products listed on Flipkart. These services are intended to generate user traffic and sales on the Flipkart platform

Enrollment in the Program

To begin the enrollment process, you will submit a complete Program application via the Flipkart Site. We will evaluate your application in good faith and will notify you of its acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your profile is unsuitable for the Program. Eligibility for enrollment is at our sole discretion. If you do not pass the quality check/creator verification or we determine that you have not complied with any requirement or restriction provided in the Program or any other applicable policies or that you have otherwise violated this Operating Agreement, we may (in addition to any other rights or remedies available to us) withhold any fees payable to you under this Operating Agreement, terminate this Operating Agreement, or both.

Participation in the Program is strictly prohibited for any current employees, contract workers, consultants, or agents of Flipkart, its parent company, subsidiaries, or affiliates. By applying for and participating in the Program, you represent and warrant that you are not employed by or contracted with Flipkart in any capacity. In the event it is discovered that you are a Flipkart employee or contract worker, your account will be subject to immediate termination, and any pending or accrued payouts will be forfeited.

In addition, you hereby consent to us monitoring, recording, using, and disclosing information about your profile in connection with your display of content, and monitoring, crawling, and otherwise conducting a verification to ensure compliance with this Operating Agreement and Program. EGV issued must be used as working capital to buy products and produce content on those products.

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

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

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

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

○ Self orders or bulk orders;

○ Prohibited paid install campaigns for Flipkart Mobile App;

○ Prohibited Paid Search Ads campaigns; or

○ Links to the Flipkart Site, including a redirecting link, that is generated or displayed on a search engine in response to a general internet search query or keyword (i.e., in natural, free, organic, or unpaid search results), whether those links appear through your submission of data to that site or otherwise.

Flipkart hereby provides notice that for the sole purpose of facilitating your participation in the Program, we collect and process specific categories of personal data. This includes:

• Visual & Audio Data: To verify content authenticity, enable product tagging features, and facilitate cross-platform synchronization between Flipkart and your social media (such as Instagram/Facebook) accounts, we process still images, video recordings, facial features, voice recordings, and speech patterns contained within the content you create and publish.
• Social Media Identifiers (Name, profile image, bio, and username): To verify your identity as a verified creator and allow you to quickly create or log into your Flipkart creator account using your respective social media account credentials.

By clicking "I Agree" or by tagging Company products in your content, you provide your free, specific, informed consent for Flipkart to:

• Process the Personal Data listed above for the purpose defined.
• Share your social media identifiers with third-party platforms (such as Meta Platforms, Inc.) to enable API-based product tagging and account onboarding. Further, you acknowledge that Flipkart does not collect, store, or have access to the personal data of your subscribers or followers. As the primary publisher of your own channel, you are responsible for ensuring that your engagement with your audience complies with applicable data protection laws. Flipkart’s involvement is limited solely to the data you provide for product tagging and your account management.

Further, by participating in the Program you confirm that you have read and understood the contents of Privacy Policy at https://www.flipkart.com/pages/privacypolicy and contents of the said Privacy Policy shall be read as part and parcel of this Operating Agreement and be binding upon you.

You understand and agree to adhere with the following terms with respect to the Content and any information that will be displayed by you on the Platform for the selected Product as a part of this Program:

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

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

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

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

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

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

g) All Content published by You or Your representatives, on the Platform must carry a disclosure label that clearly identifies it as a sponsored/affiliated post.

h) You acknowledge and agree that the name "Flipkart," its logo, trademarks, and all other brand identifiers are the exclusive property of Flipkart. You shall not claim any right, title, or interest in them, except as expressly authorized in writing by Flipkart.

i) You agree to use only properly licensed music, audio, sound effects, and other audio elements (collectively, “Audio Content”) in any ad content you create under this Agreement. This includes securing all rights necessary for the commercial use of such Audio Content, including synchronization with video and distribution across all intended platforms. You are solely responsible for obtaining and maintaining any licenses, permissions, or clearances required for the use of third-party Audio Content, and you agree to provide Flipkart with proof of such licenses upon request.

Following is the list of disclosure labels permitted. Any one or more can be used:

• Advertisement

• Ad

• Sponsored

• Collaboration

• Partnership

• Employee

• Free gift

“Paid Partnership” tag on Instagram

• Affiliate

• “Includes Paid Promotion” tag on YouTube

The disclosure should be in English OR in the language as the Content itself, in a way that is easy for an average consumer to understand. Responsibility of disclosure of material connection and also of the Content is on You.

h) You have to ensure that the Content is in line with the ASCI code and its guidelines. While You shall be responsible for making disclosures required under the guidelines, We, shall, where needed, call upon You to delete or edit certain Content or the disclosure label to adhere to the ASCI Code and Guidelines.

i) The Content shall not, without permission from the person, firm or institution under reference, contain any reference to such person, firm or institution, which confers an unjustified advantage on the product advertised or tends to bring the person, firm or institution into ridicule or disrepute.

j) The Content shall neither distort facts nor mislead the consumer by means of implications or omissions. The Content shall not contain statements or visual presentation, which directly, or by implication or by omission or by ambiguity or by exaggeration, are likely to mislead the consumer about the product advertised, or about any other product or brand. The Content shall not be so framed as to abuse the trust of consumers or exploit their lack of experience or knowledge. No Content shall be permitted to contain any claim so exaggerated as to lead to grave or widespread disappointment in the minds of consumers.

You will be solely responsible for the Content, style, and placement made by you as a part of this Program and shall fully indemnify Flipkart from any claims

• Non-GST Declaration Letter

○ Requirement to seek registration by the creators

■ Section 22(1) of the CGST Act provides relief to certain categories of suppliers, engaged in the supply of taxable goods or services, from the requirement of obtaining registration under the Act, determined by the aggregate value of taxable turnover in a financial year.

■ In the event that a supplier does not exceed the threshold of aggregate turnover of Rs 20 Lakhs or Rs 10 Lakhs (as the case may be), such supplier is not bound to obtain registration under the CGST Act and may conduct its business operations as an unregistered supplier. Therefore, the taxability of the supplies received from unregistered suppliers would be governed by the provisions of section 9(4) of the CGST Act, whereby the onus to discharge the tax liability on such supplies vests on the recipient under reverse charge mechanism in respect of specific services only.

■ However, it may be noted that the services in nature of facilitation being undertaken by the affiliates are not notified for the purpose of levy of GST under reverse charge mechanism on the service recipient. Hence, no liability would arise in the hands of Flipkart or any of its affiliates or group company.

○ Documentation requirement

■ According to the provisions of section 31(2) of the CGST Act, every registered person rendering taxable service is obligated to issue a tax invoice to the recipient of such service, with appropriate declarations as required thereunder. Accordingly, Flipkart should seek to obtain an invoice with GST from the registered service providers.

■ Further, Flipkart being the recipient of services, is eligible to avail the credit of the taxes that may be levied by the supplier of service, only under the possession of a valid tax invoice, in terms of provisions of section 16 of the CGST Act, failing which, tax credit to that extent would be lost in the hands of Flipkart.

○ GST Clauses in the 'Terms and Conditions'

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

■ All the Creators who are registered under the GST Law would be mandatorily required to issue a tax invoice for the supply of service under the Program.

■ Creators who are not required to be registered under the GST Law, would not be required to issue a tax invoice under the Program but could issue a commercial invoice/debit note along with a declaration letter for the same stating that they are not required to register under the GST law.

■ Also in case the Creators are crossing the threshold limits for obtaining GST registered as mentioned above but have not obtained the GST registration, such creator may be blocked from the Program and Flipkart Site as soon as the GST non-compliance is identified by Flipkart.

■The responsibility of obtaining GST registration and discharging the applicable taxes on the supplies provided to Flipkart shall solely be on the Creator. Flipkart shall not be responsible for any non-compliances by the creators in complying with GST provisions. In case of any claims, demands, liabilities, suits, proceedings, penalties, interests, costs or expenses of any kind (including, attorneys’ fees and expenses) by a third-party, including tax authorities, on account of tax position and registration adopted by Creators, Flipkart would not be responsible to reimburse such claims/costs/expenses to me.

■ Valid tax invoices shall be uploaded on the portal authorized by the GST law by filing GSTR-1 (or) any other returns prescribed under the GST law. Given the same, in the event of loss of credit on account of any negligence on the part of the Creator in adhering to the mandatory requirements, Flipkart reserves the right to withhold the entire amount equivalent to GST amount.

■ Further, Creator agrees to issue an advance receipt with appropriate GST break-up, in the event of collection of any form of advances against the services agreed to be made by the Creator.

■ Further, it is agreed between the Parties that the Creator shall raise a credit note on Flipkart, in the event of any adjustment to the value of the services (either proportionate or full) including the adjustment to the taxes applicable on the same.

■ The Creator shall ensure that all invoices raised in relation to the services supplied are duly uploaded and accurately reflected in Flipkart’s GSTR-2B on the GST portal in a timely manner.

■ If there is any GST mismatch as per the details available on GSTN portal and GST charged by Creator on the invoices raised, Flipkart shall have the right to withhold the GST amount from that invoice or withhold equivalent GST mismatch amount from any subsequent outstanding invoices or in case there is no such outstanding invoice is available to be adjusted creator shall reimburse the amount of GST mismatch to Flipkart. Further Creator shall make all the necessary efforts to rectify the same to ensure that Flipkart gets the credit in the subsequent months before such withheld amount is released or returned. Despite such effort if the credit is not available to Flipkart, Flipkart shall permanently withhold such mismatch amount and additionally Interest @ 18% to be paid to Flipkart by Creator.

Should there be any change in the status or validity of the Payee’s Permanent Account Number (PAN) at the time of filing Tax Deducted at Source (TDS) returns, Flipkart reserves the right to withhold an amount equivalent to the resulting tax liability from any future payments made to the Payee

Flipkart and Creators shall mutually agree on any support required by the Creators for raising the GST compliance invoices. Both the parties shall mutually discuss the terms and the consideration for such activity. Mere support provided by Flipkart to Creators for raising the invoices does not transfer the liability of Creators in complying with GST provisions and payment of taxes to Flipkart.

TDS Clause

Flipkart may deduct or withhold any taxes that Flipkart may be legally obligated to deduct or withhold from any amounts payable to you under this Operating Agreement, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Operating Agreement. Throughout the term of this Operating Agreement, you will provide Flipkart with any forms, documents, or certifications as may be required for Flipkart to satisfy any information reporting or withholding tax obligations with respect to any payments under this Operating Agreement. You confirm that you shall duly pay any applicable taxes on your income, as applicable under this Operating Agreement on all amounts on which taxes are not or inadequately withheld and report and file a return of income under the applicable laws and provide the necessary certifications to Flipkart in this respect.

You are solely responsible for ensuring that all financial, tax, and profile information (including GST Declarations and bank details) provided to Flipkart is accurate and up-to-date. Flipkart reserves the right to place your accrued payouts on hold if you fail to complete or maintain the following mandatory verifications:

1. Mandatory Bank Account Validation:

   • The provided bank account must be currently active.
   • The IFSC code provided must be accurately linked to the corresponding bank branch.
   • The name on your Permanent Account Number (PAN) must match the name registered with your bank account (verified via fuzzy logic matching).
   • The PAN provided must be valid and active.

2. Status of GSTIN (If Applicable):

   • Your Goods and Services Tax Identification Number (GSTIN) must be "Active".
   • Your GSTIN must be correctly linked to your submitted PAN.
   • You must complete the mandatory Two-Factor Authentication (2FA) via OTP through the official government GST portal.

3. E-Signature of Invoices (For GST Creators Only):

   • Creators who are registered under the GST Law are mandatorily required to e-sign their generated invoices directly via the Creatorhood application. Failure to e-sign will result in a hold on payouts until the requirement is met.

Policies and Pricing

. We may change our policies and operating procedures at any time. Product prices and availability may vary from time to time. Because price changes may affect Products that are listed on the Platform, the Platform may only show prices when we serve the link in which those prices are displayed. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

Identifying Yourself as a Creator

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

Content Rights

You own all of your Content. By participating in the Operating Agreement, You grant us the exclusive, perpetual, worldwide, Royalty-free license to use, reproduce, distribute, display, modify, and create derivative works of the Content for advertising and promotional purposes across all media channels, including but not limited to social media, websites, television, and print for the purpose of operating, promoting, and improving the services.

Responsibility for Your Content

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

○ Ensuring your Content site does not violate any agreement between you and any third party (including without limitation any restrictions or requirements placed on you by a third party);

○ The accuracy and appropriateness of materials posted on the Platform (including, among other things, all Product-related materials and any information you include in Your Content);

○ Ensuring that materials You posted on the Platform do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights);

○ Ensuring that materials You posted on the Platform are not libelous or otherwise illegal;

.

○ We disclaim all liability for these matters. Further, you will indemnify and hold us harmless from all claims, damages, and expenses (including, without limitation, attorneys' fees) relating to the development, information and claims (if any) in Your Content. We also advise you to strictly abide by the terms and conditions of this Operating Agreement and any non-observance of the terms therein shall terminate our association with immediate effect.

Compliance with Laws

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

Consumer Protection (CPA) Laws -

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

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

Anti Money Laundering

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

Term of the Agreement

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

Effect of Termination: Upon termination of this Agreement by either side, Flipkart shall own the Content created by you. Additionally, you will cease to be a creator and shall remove all links to the Flipkart site as detailed in Clause 15 herein above and non-removal of links and use of all or any of our trademark, trade dress, logos and price are treated as illegal crawling and infringement of our Trademark.

Modification

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

Relationship of Parties

You and we are independent contractors, and nothing in this Operating Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether in Your Content or otherwise that reasonably would contradict anything in this clause.

Limitation of Liability

We will not be liable for any direct, indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Operating Agreement or the Program, even if we have been advised of the possibility of such damages. We hereby disclaim any liability with respect to the Program. Notwithstanding anything contained herein, Flipkart’s liability for any and all claims arising out of this Agreement shall be limited to the amount paid to creator in the preceding 3 months from when the claim first arose.

Disclaimers

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

Independent Investigation

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

• Communication Consent: By registering for the CreatorHood program on the application and accepting these Terms and Conditions, the Creator provides explicit, unconditional, and irrevocable consent to Flipkart (and/or its authorized representatives) to contact the Creator for any program-related communication, guidance, or relationship management purposes. Such communication may be facilitated through various modes including, but not limited to, telephone calls, emails, in-app notifications, and messages, at the contact details provided by the Creator during registration or subsequently updated.

Disputes

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

Miscellaneous

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

• How disclosures must be made in the Content:

  • Disclosure must be upfront and prominent so that it is not missed by an average consumer
  • It should be placed in a manner that is hard to miss.
  • Disclosures are likely to be missed if they appear only on an ABOUT ME or profile page, or bios, at the end of posts or videos, or anywhere that requires a person to click MORE.
  • Disclosure should not be buried in a group of hashtags or links.
  • Using a platform’s disclosure tool should be considered in addition to your own disclosure.
  • If the Content is only a picture or video post without accompanying text, the discloser label needs to be superimposed over the picture/video, and it should be ensured that the average consumer is able to see it clearly.
  • For videos that last 15 seconds or less, the disclosure label must stay for a minimum of 3 seconds.
  • For videos longer than 15 seconds, but less than 2 minutes, the disclosure label should stay for 1/3rd the length of the video.
  • For videos which are 2 minutes or longer, the disclosure label must stay for the entire duration of the section in which the promoted brand or its features, benefits etc., are mentioned.
  • In live streams, the disclosure label should be announced at the beginning and the end of the broadcast. If the Content continues to be visible after the live stream is over, appropriate disclosure must be added to the text/caption.
  • In the case of audio media, the disclosure must be clearly announced at the beginning and at the end of the audio, and before and after every break that is taken in between.