Merchant Terms and Conditions

This agreement was written in English (INDIA). To the extent any translated version of this agreement conflicts with the English version, the English version controls.

Date of Last Revision: June 30, 2017

Statement of Rights and Responsibilities
This Statement of Rights and Responsibilities (“Statement,” “Terms,” or “SRR”) derives from theTHINK4UNITY, and is our terms of service that governs our relationship with users and others who interact with THINK4UNITY, as well as THINK4UNITYbrands, products and services, which we call the THINK4UNITY. By using or accessing the THINK4UNITYServices, you agree to this Statement, as updated from time to time in accordance with Section below. Additionally, you will find resources at the end of this document that help you understand how THINK4UNITYworks.

Because THINK4UNITY provides a wide range of sales & services we may ask you to review and accept supplemental terms that apply to your interaction with a specific app, product, or service. To the extent those supplemental terms conflict with this SRR, the supplemental terms associated with the app, product, or service govern with respect to your use of such app, product or service to the extent of the conflict.

WHEREAS:

CompEx marketing pvt ltd operates an online market place on the website located at the URL www.thin4unity.com, mobile application (collectively referred to as “Platform”) which acts as an online platform facilitating different Outlet owner /Center owner s to sell their Products and/or Services and enabling different Member/Associates to purchase the Products and/or Services offered by Outlet owner /Center owner s;

Outlet owner /Center owner being desirous of using the Platform to offer and sell various Products of the Outlet owner /Center owner to the users of the Platform and have completed CompEx marketing pvt ltd ’s Outlet owner /Center owner Registration Form to enroll as a registered Outlet owner /Center owner on the Platform; and

NOW THEREFORE THE PARTIES HERE TO AGREE AS FOLLOWS:

Definitions: Unless repugnant to the Context or meaning thereof, the capitalized terms defined herein shall have the following meaning:
shall mean execution of the agreement by Outlet owner /Center owner of this Agreement or acceptance of this agreement whether electronically or digitally, by which action the Outlet owner /Center owner expressly accepts and agrees to be bound by the terms and conditions of this Agreement.

“Agreement” shall mean this Agreement in its entirety, including all content which is referenced and/or hyperlinked in this Agreement.

“Member/Associate/ Customer/User” shall mean any user of the Platform who purchases any Product and/or Services of the Outlet owner /Center owner through the Platform.

shall mean details relevant to the sale / purchase of the Products, including the Selling Price, an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos as provided by the Outlet owner /Center owner .
shall mean the fee for creating a Catalogue of the Outlet owner /Center owner ’s Products to be offered through Platform.

“Courier Fees” shall mean the fees payable to CompEx marketing pvt ltd for availing of the courier services through CompEx marketing pvt ltd ’s Courier Partner(s) and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment.

shall mean the courier companies with whom CompEx marketing pvt ltd has partnered, to enable the Outlet owner /Center owner s to avail their logistic services for couriering / delivering the purchased Products to the Member/Associates.
shall mean a third party enabling partner’s (with whom CompEx marketing pvt ltd has tied up), building / warehouse, identified by CompEx marketing pvt ltd to the Outlet owner /Center owner , at CompEx marketing pvt ltd discretion, where Outlet owner /Center owner may place a limited quantity of the Product until the Products are sold and dispatched to the Member/Associates.
shall mean the charges as may be provided in the Commercial Term Segment as the fulfillment center charges.
shall mean the invoice as may be raised by the Outlet owner /Center owner on the purchase of a Outlet owner /Center owner ’s Product and /or Services by a Member/Associate, through the Platform.

“Coupon” is an instrument or token produced by the company CompEx marketing pvt ltd in the name of think4unity in a denomination of Rs 10 Ten ,Rs 50 fifty and Rs 100 respectively is sold to member/associate in advance online and it is used to identify the member/associates at the Outlet /Centers during transaction.

“List Price” shall mean the price of a Product in INR at which a product is listed at Platform by the Outlet owner /Center owner .

“Listing Fee” shall mean the fee for listing a Product on Platform.

shall mean and include but not limited to selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products by Outlet owner /Center owner to Users/Member/Associates.

“Maximum Retail Price (MRP)” shall mean the price in INR imprinted on Product inclusive of all taxes.

“Order” shall mean the order placed by the Member/Associate online through the Platform for the purchase of Outlet owner /Center owner ’ Products and Services.

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

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

shall mean the online market place on the website located at the URL www.think4unity.com, mobile application, CompEx IVR, CompEx WAP (individually or collectively) which acts as an online platform for different Outlet owner /Center owner s to sell their Products and for different Member/Associates to purchase the Products and/or Services offered by Outlet owner /Center owner s.

“CompEx Marketplace Fees” shall mean fee payable to CompEx marketing pvt ltd by the Outlet owner /Center owner as per Commercial Terms and includes call centre charges.

“CompEx marketing pvt ltd Policies”means the various policies which CompEx marketing pvt ltd may issue and make applicable on the Outlet owner /Center owner from time to time including but not limited to Outlet owner /Center owner Panel Terms of Use of the Platform which are applicable to the Outlet owner /Center owner .

“Product(s)”/ “Service(s)” shall mean the Product(s) and/or Service(s), made available by the Outlet owner /Center owner for sale on the Platform.

are the products and services as mentioned in Annexure 1 to this Agreement or prohibited by any applicable law for the time being in force.

“Outlet owner /Center owner Panel” shall mean a web page / account on the Platform provided by CompEx marketing pvt ltd to the Outlet owner /Center owner with a unique login id and password to update the order status, price and inventory of the Products on the Platform.

“Outlet owner /Center owner Proceeds”shall mean the net amount receivable by the Outlet owner /Center owner after deduction of the CompEx marketing pvt ltd Marketplace Fees, Payment Collection Fees, Courier Fees, Fulfillment Centre Charges (if applicable) and other charges (if any) from the Selling Price.

“Selling Price” shall mean List Price less any discount (if any) offered by Outlet owner /Center owner and which is the final price of the Product in INR that Member/Associate pays.

“Shipment SLA” shall mean SLA for dispatch mentioned on each Product page, and it is Outlet owner /Center owner ’s responsibility to honor Shipment SLA.

shall mean the period starting from the Effective Date of this Agreement by the Outlet owner /Center owner till the termination of this Agreement in accordance with Clause 11 provided below.

“Transaction” shall mean a bipartite transaction for the sale by the Outlet owner /Center owner and Member/Associate for purchase of Products and/or Services through the Platform.

“Territory” shall mean the Republic of India.

Outlet owner /Center owner can avail these services if they need support in transit-worthy packaging of their products. Shipments are picked by the PNP center once the order is placed and after packaging of the products, they are dispatched to the Member/Associates as per orders placed on behalf of the Outlet owner /Center owner s via Courier partners assigned by CompEx marketing pvt ltd .

2.OUTLET OWNER /CENTER OWNER REGISTRATION

to contract, is at least eighteen (18) years of age, is of sound mind and is not disabled by any Law in India from entering into this Agreement.

Outlet owner /Center owner also represent that the Outlet owner /Center owner has provided to CompEx marketing pvt ltd , Outlet owner /Center owner information such as name,addressi.e.addressofregisteredofficeandprincipalplaceofbusiness,contactdetails,email address, mobile / Land line No, bank account details, PAN No., Sales Tax Registration/declaration, andothercompliancerelateddetailsthroughtheOutlet owner /Center owner RegistrationFormandthatsuchinformation istrueandcorrectasondateandtheOutlet owner /Center owner undertakestokeepthesameupdatedatalltimesduring the subsistence of thisAgreement.

Outlet owner /Center owner will be responsible for maintaining the confidentiality of the Outlet owner /Center owner Panel and the information providedtherein,andshallbefullyresponsibleforallactivitiesthatoccurunderOutlet owner /Center owner ’sOutlet owner /Center owner Panel. Outlet owner /Center owner shall neither disclose nor part with the Outlet owner /Center owner Page credentials to anyone including any third party aggregators for the purpose of managing Outlet owner /Center owner ’s inventory and fulfilling Outlet owner /Center owner orders. Outlet owner /Center owner agree to (a) immediately notify CompEx marketing pvt ltd of any unauthorized use of Outlet owner /Center owner ’s account informationoranyotherbreachofsecurity,and(b)ensuretologoutfromtheOutlet owner /Center owner Panelattheend ofeachsession.CompEx marketing pvt ltd cannotandwillnotbeliableforanylossordamagearisingfrom Outlet owner /Center owner ’sfailuretocomplywiththisSection.Outlet owner /Center owner shallbesolelyresponsibleforanylosses,damages as may be incurred by or any other user of, or visitor to, the Platform due to authorized or unauthorized use of Outlet owner /Center owner Panel as a result of Outlet owner /Center owner ’s failure in keeping the Outlet owner /Center owner Panel and the account information secure, absolute, correct andconfidential.

Outlet owner /Center owner agrees and undertakes that Outlet owner /Center owner shall access Outlet owner /Center owner Panel of CompEx marketing pvt ltd only from the website having url www.think4unity.com and shall not access the Outlet owner /Center owner Panel of CompEx marketing pvt ltd through the website of any third party aggregators by sharing the Outlet owner /Center owner Panel credentials given to the Outlet owner /Center owner by CompEx marketing pvt ltd .

Outlet owner /Center owner agrees that as a registered Outlet owner /Center owner of the Platform, Outlet owner /Center owner shall not transfer / sell / trade the Outlet owner /Center owner Panel to any other person orentity.

CompEx marketing pvt ltd reserves the right to determine the Outlet owner /Center owner s who may sell on the Platform. CompEx marketing pvt ltd also reserves the right to suspend access to registered Outlet owner /Center owner s to the Platform and the Outlet owner /Center owner Panel, or to terminate such access granted under this Agreement, without assigning any reasons thereto. CompEx marketing pvt ltd also reserves the right to select / delist the Products displayed/offeredforsaleortobedisplayed/offeredforsaleonthePlatform.

3.OUTLET OWNER /CENTER OWNER OBLIGATIONS –

For SALE AND DELIVERY OF THE PRODUCT/SERVICE

Outlet owner /Center owner shall upload the Product listings for the sale of Products or services in the appropriate category, through the Outlet owner /Center owner Panel. Outlet owner /Center owner shall also be required to provide all Catalogue details along with the MRP and List Price and confirms and acknowledges that such Catalogue details shall be in compliancewithallapplicablelawsincludingbutnotlimitedtotheLegalMetrologyAct.

Outlet owner /Center owner represent that Outlet owner /Center owner shall provide accurate and complete Product information on the Outlet owner /Center owner Panel/Platform.TheProductdescriptionshallnotbemisleadingorinviolationofanylegalprovision andshalldescribetheactualconditionoftheProduct.IfthesoldProductdoesnotmatchtheProduct description displayed on the Platform, Outlet owner /Center owner agrees to refund any amounts that Outlet owner /Center owner mayhave received from the Member/Associate and compensate and indemnify CompEx marketing pvt ltd of any entailing legal consequences or otherwise losses suffered by it.

Outlet owner /Center owner shall be responsible for ensuring that the Outlet owner /Center owner Panel is updated and reflects the real-time availability / non-availability of the Products listed on the Platform. CompEx marketing pvt ltd shall not be responsibleforclaimsmadebyMember/AssociatesforinaccurateProductavailabilitydetailsthataredisplayed onthePlatformduetoanynegligence/defaultonthepartofOutlet owner /Center owner toprovideupdatedandaccurate Product information. Outlet owner /Center owner shall be required to retain an adequate inventory of the Products listed on the Platform, for successful fulfillment ofOrders.

Outlet owner /Center owner shall not attempt to sell any products falling in the category of product prohibited for sale in India under any law for the time being in force. However CompEx marketing pvt ltd may from time to time asmaybeapplicableprovideforanyproductnotallowedtobesoldthrough Platform(Annexure1) inadditiontothecategoryofproductprohibitedforsaleinIndiaunderanylawforthetimebeingin force.CompEx marketing pvt ltd shallbeentitledtoblockallsuchproductsandshallalsohavetherightto suspendorterminatetheOutlet owner /Center owner ’saccesstotheOutlet owner /Center owner PanelandthePlatformand/orterminatethis Agreementforthwith.

When a Member/Associate elects to purchase a Product through the Platform, the order so received or desired shall be reflectedintheOutlet owner /Center owner PanelorOutlet owner /Center owner door step herebyauthorizes outletowner /service provider toreceivethepayment in respect of the said Order or service for the Product or service on behalf of the Product or serviceby Outlet owner /Center owner only in the capacity of sale at offline or online marketplace. All commercial/contractual terms in respect of the Product/Services are offered by Outlet owner /Center owner and agreed upon between Outlet owner /Center owner and Member/Associate alone. The commercial/contractual terms in respectofProduct/Servicesinclude(withoutlimitation)price,shippingcosts,paymentmethodsand terms, date, period, and mode of delivery, and warranties and after-sales services related to products and/or services. CompEx marketing pvt ltd does not determine, advice, have any control, or in anywayinvolveitselfintheofferingoracceptanceofsuchcommercial/contractualtermsinrespect of Product/Services between Outlet owner /Center owner s and Member/Associates. Outlet owner /Center owner understands, agrees and acknowledges that CompEx marketing pvt ltd is an intermediary which facilitates the online transaction or direct payment for sale of Products between the Outlet owner /Center owner and Member/Associate and that there is no privity of contract between the Member/Associate and CompEx marketing pvt ltd ; and it shall be a bipartite transaction between the Outlet owner /Center owner and Member/Associate and CompEx marketing pvt ltd shall not be a party to thesame.

Outlet owner /Center owner shall maintain the security deposit with CompEx marketing pvt ltd for seamless flow of fund either debit or Credit among both parties. The amount of security deposit will be refundable, pledged without interest up to agreement tenuredetermined according to the twice of margin gained in a billing month oraverage assessmentbasic initially as mutually agreed by both parties initially and revised after observingquarterly transaction .

Outlet owner /Center owner in the matter of service like handymen can negotiate about the task assigned to him/her with member/associate earlier at his last limit of margin say his/her cutoff value plus margin of CompEx marketing pvt ltd without any confusion and confidentially .Any disclosure of the margin percentage to the market of member/Associate or any nuisance listened in the marketwill not be ignored and treated as disciplinary action against the Outlet owner /Center owner.

Outlet owner /Center owner may avail the service of other Outlet owner /Center owner just like motor cycle rider delivery boy provided by the CompEx marketing pvt ltd to deliver the materials ,products or services and can determined their charges as per courier rates or rules on their own risk.

Outlet owner /Center owner will disclose about their business margin considering that a franchisee margin will have to entertained to the business member/Associates group of CompEx marketing pvt ltd as a form of indirect hidden /confidential commission depending upon their business variety and variable profit margin in accountable way . For instance ifa Outlet owner /Center owner have any product having ultimate margin some “n” number after deduction of all essentialexpenses incurred to buy and sale the product ,He/she may opt to share the least margin what could be possible to share for increment of the business by consent .The Outlet owner /Center owneris agreeing to share the commission of ………….. % for each sale and fetch to CompEx marketing pvt ltd to distribute that commission according to CompEx marketing pvt ltd plan and without our interference.

Use of the payment facility shall not render CompEx marketing pvt ltd liable or responsible for breach of representations and warranties, non-provision of after-sales or warranty services or fraud as regards the products and/or services listed on the Platform. Outlet owner /Center owner also agrees and acknowledges that the payment facility provided by CompEx marketing pvt ltd isneitherabankingservicenorafinancialservicebutismerelyafacilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorized banking infrastructure and credit card payment gateway networks forthetransactionsthroughthePlatform.Further,byprovidingthepayment facility, CompEx marketing pvt ltd is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Platform.

On the Member/Associate making the payment of the Selling Price through the cash payment at the time of deliveryor service to Outlet owner /Center owner will be intimated of the same through the Outlet owner /Center owner Panel or portal.

CompEx marketing pvt ltd shallprovidethenecessarybackendinfrastructureforcapturingtheMember/Associate/order details placed on Outlet owner /Center owner . Orders placed by the Member/Associate will be forwarded to Outlet owner /Center owner /reflected in the Outlet owner /Center owner Panel. Outlet owner /Center owner shall package or sold directly at door step the Product(s) in accordance with the applicable packaging guidelines including if any issued by CompEx marketing pvt ltd from time to time and dispatch the Product(s) to theMember/Associate.

Outlet owner /Center owner shall ensure that the purchased Product is dispatched to the Member/Associate, within Shipment SLA, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Member/Associate to optimally use the Productpurchased.

Outlet owner /Center owner shallmaintaindetailsofallinvoiceasperapplicabletaxlawsandshallbesolelyresponsible to maintain proper records of such invoices including but not limited to maintenance of books of accounts in respect of the Transactions through thePlatform.

Outlet owner /Center owner shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000, Rules and Guidelines framed there under as applicable and amended from timetotime,LegalMetrologyAct,2009relatedrulesandGuidelinesandalsoallapplicabledomestic laws, rules and regulations (including the provisions of any applicable Exchange Control Laws or Regulations in force), including the guidelines issued from time to time by Department of Industrial policy and Promotions and International Laws, Foreign Exchange Laws, Statutes, Ordinances and Regulations(including,butnotlimitedtoSalesTax/VAT,IncomeTax,Octroi,ServiceTax,Central Excise, Custom Duty, Local Levies) regarding Outlet owner /Center owner ’s listing, and sale of products and/or services throughthePlatform.Outlet owner /Center owner shallensurenottolistorengageinanytransactioninanProductand/or service, which is expressly prohibited under this Agreement or is unlawful, illegal or prohibited by the provisions of any applicable law including exchange control laws or regulations for the time being inforce.

In case of Products and in case if the same is applicable to the Outlet owner /Center owner ,

The Outlet owner /Center owner shall in particular ensure that if any of Outlet owner /Center owner Products and/or Services listed on the Platform qualifies as an “Antiquity” or “Art treasure” as defined in the Act (“Artwork”), Outlet owner /Center owner shall indicate that such Artwork is “non-exportable” and sold subject to the provisions of the Antiquities and Art Treasures Act, 1972, and shall ensure that it is not delivered or sold to any Member/Associate at any place outsideIndia.

The Outlet owner /Center owner shall ensure that all descriptions, advertisements and labelling (“Product Description”) of the Products are in accordance with provisions of all applicable laws, including butnotlimitedto,theFoodSafetyandStandardsAct,2006and/ortheLegalMetrologyAct,2009 and /or the Drugs and Cosmetics Act, 1940 & the Drugs and Magic Remedies (Objectionable Advertisements) Act, 1945 (as may be applicable), notifications issued and the regulations and rules made there under for listing, distributing, marketing, offering and exposing for sale and selling the Products on the Platform. The Outlet owner /Center owner confirms that all such Product Descriptions will continue to be in compliance with all applicable laws for so long as the Agreement subsists between the Outlet owner /Center owner and CompEx marketing pvt ltd . The Outlet owner /Center owner has all requisite licenses, approvals, permits and permissions (“Permits”) under the Food Safety and Standards Act, 2006 and/or Drugs and Cosmetics Act, 1940 (as may be applicable), notifications issued and the regulations and rules made there under and all other applicable laws for listing, distributing, marketing, offering and exposing for sale and selling the Products on the Platform. The Outlet owner /Center owner confirms that all such Permits will continue in force for so long as the Agreement subsists between the Outlet owner /Center owner and CompEx marketing pvt ltd . The Outlet owner /Center owner has conducted adequate due diligence and verified that the manufacturer, wholesaler, distributor of the Product has all requisite licenses, approvals, permits and permissions under the Food Safety and Standards Act, 2006 and/or Drugs and Cosmetics Act, 1940 (as may be applicable), notifications issued and the regulations and rules made there under for the Products. The Outlet owner /Center owner confirms that the Outlet owner /Center owner shall continue to ensure that all Products sold by the Outlet owner /Center owner have been manufactured, sold, distributed, stocked in accordance with all applicable laws.

Outlet owner /Center owner acknowledges,agreesandundertakesthathe/itwillneverobliterate,smudgeoralter theMaximumRetailPrice(MRP)indicatedbythemanufacturerorthepackerortheimporter.In theeventofOutlet owner /Center owner beingfoundinviolationofthisclause,CompEx marketing pvt ltd atitssolediscretion may impose penalty of INR 15000, recover GMV of the concerned product (s), indemnify itself of all the losses, damages, legal risks / costs or may decide to impose a greater penalty and recover more damages in terms of clauses 3.26 and 3.27 of this agreement and CompEx marketing pvt ltd may further decide to suspend Outlet owner /Center owner for further business till he / it pays the so imposed penalty and or damages and CompEx marketing pvt ltd may also terminate the Agreement in the event of finding second and subsequent such violations on part of Outlet owner /Center owner . The Outlet owner /Center owner further agreesandunderstandsthatitshallbedirectlyliabletofacetrialorproceedingifanyundertaken under any law or under Legal Metrology Act, 2009 and also indemnify CompEx marketing pvt ltd if it is impleadedinanymannerinsuchproceedingsortrialsfordefaultscommittedbyOutlet owner /Center owner .

Outlet owner /Center owner agrees, understands and acknowledges that CompEx marketing pvt ltd is an online marketplace andOutlet owner /Center owner maychoosetoavailofthesupportservicesprovidedbytheenablingpartners/thirdparty serviceproviderswithwhomCompEx marketing pvt ltd asamarketplacehastiedup.Forinstancesupport services like logistics, order fulfillment and other services that may be provided by the CompEx marketing pvt ltd from time to time as a marketplace. The default fulfillment model provided by CompEx marketing pvt ltd for the delivery of purchased Products to the Member/Associates is the CompEx marketing pvt ltd LMD (Last Mile Delivery) Model as detailed herein below. CompEx marketing pvt ltd may, at its discretion, introduce other Fulfillment models other than those listed in this Clause, at any time in the future. OnintroductionofsuchotherFulfillmentmodels,CompEx marketing pvt ltd may,atitsdiscretion,offer these options to all or select Outlet owner /Center owner s. The four (4) models are detailed below for the Outlet owner /Center owner s information.

Model 1 “CompEx marketing pvt ltd LMD Model – (Default Model)” Outlet owner /Center owner will be responsible for packaging and shipping the right Product and right quantity to the Member/Associate via courier through CompEx marketing pvt ltd LMD network. CompEx marketing pvt ltd will assign Courier partner foreachshipmentsanddesignatedcourierpartnershallcollecttheshipmentsfromOutlet owner /Center owner ’s pick up center orwarehouses.

Model 2 “SEED” – In order to expedite collection and dispatch of the Products, a designated Courier Partner shall first collect all such ordered Products in packaged shipments from Outlet owner /Center owner and consolidate them at a designated premises (consolidation center)andthentherespectiveProductswillbedispatchedtotheMember/Associatesonbehalfofthe Outlet owner /Center owner by the Courier Partners assigned by CompEx marketing pvt ltd ;

Model 3 “Fulfillment Centers” – Outlet owner /Center owner may keep the Products in the Fulfillment Centre along with a detailed inventory of the same,;or

NON-DELIVERY OR RETURN OF PRODUCTS

Non delivery/return of the Product due to fault of the Outlet owner /Center owner : Where the Product has not been delivered/ has been returned due to any reason/fault attributable to Outlet owner /Center owner , then CompEx marketing pvt ltd shall on behalf of the Outlet owner /Center owner refund to the Member/Associate the Selling Price paid by the Member/Associate to purchase the coupon and Outlet owner /Center owner shall be liable to pay CompEx marketing pvt ltd and CompEx marketing pvt ltd shall be entitled to recover from Outlet owner /Center owner – CompEx marketing pvt ltd Marketplace Fees, Courier Charges, Payment Collection Fees, Fulfillment Charges (if applicable) and Outlet owner /Center owner Proceeds (where CompEx marketing pvt ltd has remitted the Outlet owner /Center owner Proceeds to the Outlet owner /Center owner ) for that Product.

Non delivery/return of the Product due to any other reason: Where the Product has not been delivered/ has been returned due to any reason which is not attributable to the Outlet owner /Center owner , then CompEx marketing pvt ltd shall refund to the Member/Associate, the Selling Price paid by the Member/Associate to purchase the Product and shall cause the Product to be returned to the Outlet owner /Center owner . Upon confirmation of return of Product back to Outlet owner /Center owner in appropriate condition, CompEx marketing pvt ltd shall recover any proceeds paid to Outlet owner /Center owner for that Product.

Outlet owner /Center owner agree and acknowledge that CompEx marketing pvt ltd shall be entitled to recover/adjust any outstanding amount due and payable by Outlet owner /Center owner to CompEx marketing pvt ltd under this Agreement from any Outlet owner /Center owner Proceeds payable to Outlet owner /Center owner and Outlet owner /Center owner undertakes not to object to such recovery/adjustment.

occurrence of such event. In such events, CompEx marketing pvt ltd at its discretion might cancel such orders and mark them under Outlet owner /Center owner cancellation and refund on behalf of the Outlet owner /Center owner the amount, if any paid by the Member/Associate for that Product.

Outlet owner /Center owner hereby agree to accept all Products (cash on delivery or non-cash on delivery), which refused/not accepted by the Member/Associate at the time ofdelivery.

The Outlet owner /Center owner hereby agrees and acknowledges that it shall be liable to pay 50% of the CompEx marketing pvt ltd Fees due towards CompEx marketing pvt ltd if the Outlet owner /Center owner cancels the order within the Shipment SLA and shall be liable to pay 100% CompEx marketing pvt ltd Fees due towards CompEx marketing pvt ltd if the Outlet owner /Center owner cancels the order after Shipment SLA and CompEx marketing pvt ltd shall be entitled to recover the same from theOutlet owner /Center owner .

C.GENERAL OBLIGATIONS OF THE OUTLET OWNER /CENTER OWNER

Outlet owner /Center owner shall maintain records of all the Products purchased by the Member/Associates through the Platform, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Platform’s Customer servicepurposes.

During the Term, Outlet owner /Center owner shall appoint a representative, who shall be CompEx marketing pvt ltd ’s point of contact for any and all matters related to this Agreement, including but not limited to all sales and delivery relatedmatters.

Outlet owner /Center owner shall be solely responsible and liable for any complaints and queries of Member/Associates with respect totheProducts,delayeddeliveryornon-deliveryoftheProductspurchasedoranycomplaintswith respect to the quality or quantity of the Products sold through thePlatform.Outlet owner /Center owner shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Member/Associate, including all relevant Productwarranties.

Outlet owner /Center owner hereby confirms and declares that it is not a Related Party under the meaning of the CompaniesAct,2013andanyRulestheretoandundertakestodisclosethesameforthwithtoCompEx marketing pvt ltd in the event if becomes a related party. Outlet owner /Center owner further confirms and declares and undertakes that it shall provide to CompEx marketing pvt ltd the information about its group companies which have listed their product/Services for offering their product for sale through the Platform. In theeventofOutlet owner /Center owner and/oritsgroupcompaniesexceeding25%ofthetotalvolumeofSalesaffected byalltheOutlet owner /Center owner entitiesthroughthePlatform,CompEx marketing pvt ltd shallhavetherightandbeentitled to suspend/terminate the Product and/or Services through the Platform and/or this Agreement for suchfurtherperiod,incompliancewiththeguidelinesissuedbytheDepartmentofIndustrialPolicy andPromotion(DIPP)underintimationtoOutlet owner /Center owner andthesaidsuspension/terminationoftheProduct and/orServicesshallnotbedeemedtobeabreachbyCompEx marketing pvt ltd ofthisAgreement.Outlet owner /Center owner shall inform CompEx marketing pvt ltd about details of all its related parties as mentioned above in the following format:

Name and MID of the related Outlet owner /Center owner
Relation with such Outlet Owner /Center owner

D.Obligation of the Outlet owner/Center owner on Malpractice

Outlet owner /Center owner confirms and understands that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Platform will cause great prejudice and harm to the reputation and goodwill of CompEx marketing pvt ltd and may also cause harm and prejudice to the Member/Associates. Outlet owner /Center owner acknowledges and warrants that Outlet owner /Center owner shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of CompEx marketing pvt ltd . CompEx marketing pvt ltd reserves the right to remove/block any such listings of Products including without limitation of termination of this Agreement and impose and deduct from the outstanding payments of the Outlet owner /Center owner without prior consent of the Outlet owner /Center owner or recover damages from the Outlet owner /Center owner if the Outlet owner /Center owner is found to be involved in any malpractice. The Outlet owner /Center owner acknowledges that CompEx marketing pvt ltd shall impose, deduct or recover Rs. 10 Crores (Rupees Ten Crores only) or annual Marketplace GMV whichever is higher, as damages from Outlet owner /Center owner and terminate the Agreement forthwith without assigning any reason if the Outlet owner /Center owner is found to be indulged / involved in any malpractice. CompEx marketing pvt ltd reserves the right to adjust the above amount from any amount accrued to Outlet owner /Center owner pursuant to this Agreement.

Outlet owner /Center owner undertakes and agrees that product Catalogue listing details on Platform shall be true, correct,anddulyauthorizedandshallnotbemisleading,fraudulent,false,unauthorized,illegaland shallnotcontainanymisrepresentationoffactstoinduceuserstoordertheOutlet owner /Center owner ’sProductslisted on Platform. If the Outlet owner /Center owner is found to be involved in any such misrepresentation or illegal activity or malpractices, the Outlet owner /Center owner acknowledges that CompEx marketing pvt ltd reserves its right to terminate this Agreement immediately and claim damages to the extent of Rs. 10 Crores (Rupees Ten Crores only) apart from making Outlet owner /Center owner liable for criminal prosecution ifany.

Outlet owner /Center owner undertakesandagreestodispatchanddeliveronlythosegenuineandoriginalproductsthat wereordered or indent bytheMember/AssociatethroughthePlatformandnottodispatchemptyboxoranyotherproduct oflesservalueoranyothermaterialwhichisnotordered.IfOutlet owner /Center owner isfoundtobeinvolveddispatching or delivering empty box or any other product of lesser value or any other material which is not ordered or indent bytheMember/Associatetherebyresultinginlossofreputationorgoodwill,thesameshallberegarded as gross violation of the terms and conditions of this Agreement and Outlet owner /Center owner acknowledges that CompEx marketing pvt ltd reserves its right to take recourse to such legal actions and remedies as may availabletoitincludingbutnotlimitedtoascontemplatedundersub-clauseAs above*

Outlet owner /Center owner undertakes and agrees that he shall not collude with User/s or Member/Associate for the purpose of consumptionofanyofferincludingbutnotlimitedtocashbackamountthroughfalseandfraudulent transactionorrepresent/poseasUser/Member/Associateinordertoconsumeanyofferincludingbutnotlimited tocashbackofferofCompEx marketing pvt ltd .Outlet owner /Center owner furtheracknowledgesandundertakesthatheshall notplaceordersofitsownProductslistedonCompEx marketing pvt ltd ’Platformeitherdirectlyorindirectly including through its own or relative’s account for earning any cash back offers, etc. In case the Outlet owner /Center owner is found to be involved in such activity, the same shall amount to malpractice under this AgreementandtheOutlet owner /Center owner acknowledgesthatCompEx marketing pvt ltd reservesitsrighttotakeactionas contemplated under sub-clause As above*or may recover 3 times of amount of GMV of the product(s) concerned plus the cash back if anyoffered.

Outlet owner /Center owner undertakesandconfirmsthatitdealsonlyinoriginal,legitimateandgenuineProductsandin which it owns rights, which are either self-manufactured and/or procured from legitimatechannels and in compliance with all the legal requirements. Outlet owner /Center owner further undertakes that it shall not sell fake/spurious/non authentic products or service on the Platform. If the Outlet owner /Center owner is found to be selling fake/spurious/non – authentic products, the same shall amount to gross violation under this Agreement and the Outlet owner /Center owner acknowledges that CompEx marketing pvt ltd reserves its right to take action as contemplated under sub-clause As above* and direct Outlet owner /Center owner to forthwith disable such product or service from CompEx marketing pvt ltd ’ Platform and the Outlet owner /Center owner agrees to abide by such direction and advise of CompEx marketing pvt ltd and Outlet owner /Center owner would be liable to face further consequences if any thereof. For the purpose of this Agreement, fake/spurious/non authentic products shall means and include but not limited to the following:-

If the product or service received by the User or member or associate is different from that shown/displayed in the image uploaded on the Platform by the Outlet owner /Center owner
If the Outlet owner /Center owner is not authorized to sell a product or service which may either be branded /non branded
If a Outlet owner /Center owner commits a warranty for a product or service on Platform which it is not authorized to provide
If the Outlet owner /Center owner interchanges warranties between Outlet owner /Center owner and brand/Manufacturer/Service Provider as may be applicable
If the Outlet owner /Center owner tampers with Maximum Retail Price (MRP) label of the product, uses outdated packages, makes false representation as to price, date and quality and tampers with any packaging as mandated by Legal Metrology Act and all other applicable laws.

Outlet owner /Center owner undertakesandconfirmsthatwhilelistingtheinventoryoftheProduct,theOutlet owner /Center owner hasphysical possession and owns such quantity of product as listed on CompEx marketing pvt ltd and further undertakes to fulfill the orders placed by the Member/Associate promptly. In the event of delay in shipment/delivery of Product or service or Outlet owner /Center owner cancellation of orders or service due to non-availability of Product or service, the Outlet owner /Center owner acknowledges that CompEx marketing pvt ltd reserves its right to take action as contemplated under sub-clause As above*

Outlet owner /Center owner acknowledgesthatCompEx marketing pvt ltd hastherighttocapthemaximumquantityofProduct or service that the Outlet owner /Center owner may list in Platform in order to control the maximum number of order or service Outlet owner /Center owner can receive and deliver the orders on time.

Outlet owner /Center owner acknowledgesagreesthatCompEx marketing pvt ltd shallhavetherighttohold/deduct/adjustOrder amount,costs,penalty,expensesalongwithattorneysfeeswithrespecttoanylitigationfiledagainst CompEx marketing pvt ltd by an aggrieved customer or member/associate or any third party with regard to Outlet owner /Center owner ’s products / services the reason for which is attributable toOutlet owner /Center owner .

Outlet owner /Center owner confirms that Outlet owner /Center owner shall not create multiple accounts with CompEx marketing pvt ltd which may lead to misrepresentation of identity of the account holders of those accounts. Outlet owner /Center owner may also not create multiple IDs under the category of user/Member/Associate wherein the identities of those User/Member/Associate accountsdonotrepresenttheOutlet owner /Center owner .Outlet owner /Center owner isingrossviolationoftheAgreementifheholdsmultiple Outlet owner /Center owner accounts.

PAYMENT TERMS

Outlet owner /Center owner shallquotethebest,lowestandcompetitiveSellingPrice(inclusiveofallapplicabletaxes and charges) for each Product on thePlatform.

CompEx marketing pvt ltd shall have the right to amend the CompEx marketing pvt ltd Fees percentage applicabletoanyProductasprovidedintheCommercialTermSegment,withnoticeofthesame toOutlet owner /Center owner bywayofanemailand/oranotificationontheOutlet owner /Center owner Paneldetailingsuchmodifications/ amendments/ revisions to the CompEx marketing pvt ltd Fees. It shall be the Outlet owner /Center owner ’s responsibility to review the emails / notifications by CompEx marketing pvt ltd from time to time. Outlet owner /Center owner ’s continued use of Outlet owner /Center owner Panel (including any updated information in Outlet owner /Center owner Panel, listing of Products, inventory maintenance, etc.) after such modifications/ amendments/ revisions of the CompEx marketing pvt ltd Feesshallbedeemedasacceptanceofsuchmodifications/amendments/revisions.

Outlet owner /Center owner may provide a discount / offer on the Products or service. The Selling Price of the Products or service offered for sale by the Outlet owner /Center owner on the Platform shall be in accordance with applicable laws, rules and regulations (i.e. either equal to, or less than, the maximum retail price of that Product). The maximum retail price, along with other statutory declarations, shall be mentioned on each Product or service and/or on its packaging in accordance with applicable laws.

Outlet owner /Center owner willberesponsibleforpaymentof allapplicabletaxesincludingsalestaxandVAT.

A. Outlet owner /Center owner agrees and acknowledges that Outlet owner /Center owner will pay CompEx marketing pvt ltd , the CompEx marketing pvt ltd Marketplace Fees, Courier Fees, Payment Collection Fees, Fulfillment Centre Charges, any other fees, and applicable service taxes on it, as provided in Commercial Term Segment, for all the orders received through CompEx marketing pvt ltd .

CompEx marketing pvt ltd shall release the payment of the Outlet owner /Center owner Proceeds to the Outlet owner /Center owner within seven days from date of confirmation of delivery of Product to the Member/Associate, after deducting CompEx marketing pvt ltd Fees, the Courier Fees, Payment Collection Fees, Fulfillment Centre Charges and any other applicable Fees and applicable taxes, as per the Commercial TermSegment.

For any CompEx marketing pvt ltd Fees deducted in accordance with clause As above*, CompEx marketing pvt ltd shall release the TDS amount to the Outlet owner /Center owner within 30 days after receiving accurate TDS certificate. TDS deposit is explicit responsibility of Outlet owner /Center owner to government on time as per Income TaxAct.

Outlet owner /Center owner agrees that CompEx marketing pvt ltd shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Outlet owner /Center owner in one transaction, against any payments due to, or from, Outlet owner /Center owner in other or previoustransactions.

TRANSFER OF OWNER SHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS

Outlet owner /Center owner agrees that CompEx marketing pvt ltd ’s role is limited to managing the Platform for the display of the Products and other incidental services to facilitate the shoppingtransactionsbetween Outlet owner /Center owner and the Member/Associates. Accordingly, CompEx marketing pvt ltd is merely an intermediary and is only a platform/facilitator where the Outlet owner /Center owner may offer its Products for sale. The contract for sale of any of the Products or service shall be a strictly bipartite contract between Outlet owner /Center owner and the Member/Associate. At no time shall CompEx marketing pvt ltd have any obligations or liabilities in respect of such contract nor shall CompEx marketing pvt ltd hold any rights, title or interest in the Products. CompEx marketing pvt ltd shall not be responsible for any unsatisfactory or delayed performance or any actions or inactions of the Outlet owner /Center owner including delays as a result of the Products or service being out of stock.

Outlet owner /Center owner shall ensure that the owner ship in the Products or service purchased will be transferred to the Member/Associate after successful delivery of the same at the destination provided by the Member/Associate, until which the owner ship in the Products shall vest with the Outlet owner /Center owner alone. Outlet owner /Center owner agrees and acknowledges that as a market place, CompEx marketing pvt ltd will extend its value added services as opted for by the Outlet owner /Center owner by providing mandates to CompEx marketing pvt ltd ’s enabling partners for handling of logistics thereby facilitating the smooth functioning of the transaction between Outlet owner /Center owner and the Member/Associate and the Outlet owner /Center owner undertakes to furnish the accurate weights of the Products (i.e., actual weight of the Product and accessories if any, alongwith its Packing) to be shipped by the Courier Partner. In the event of any discrepancy in the weight of the Product provided by the Outlet owner /Center owner and the weight of the Product provided by the Courier Partner at the time of shipment of pick-up of shipment, the weight provided by the Courier Partner shall be considered to be final and deviations if any in the logistic charges on accounts of such deviations shall be charged to and recovered from the Outlet owner /Center owner on actual basis. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Outlet owner /Center owner .

Outlet owner /Center owner hereby agrees to accept all sales return (cash on delivery or non-cash on delivery), which are refused/not accepted by the Member/Associate at the time ofdelivery.

Outlet owner /Center owner will offer standard manufacturer’s or Outlet owner /Center owner’s warranty actually associated with the Products. However, the Outlet owner /Center owner agrees that repair, replacement or 100% (one hundred percent) refund of money will be given to the Member/Associate against any manufacturing defect or damage reported by the Member/Associate. Outlet owner /Center owner shall be solely responsible to issue a suitable, duly stamped,manufacturer’swarrantycardtotheMember/AssociatewiththeProductatthetimeofdispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Member/Associate’s complaints will rest solely with Outlet owner /Center owner at all times.

CompEx marketing pvt ltd offers Fulfillment Services to the Outlet owner /Center owner ‘s who have opted for the same, wherein the Outlet owner /Center owner’s store their Products or service at CompEx marketing pvt ltd ’s Fulfillment Centers and the enabling partners of CompEx marketing pvt ltd provide further packing, logistics services to deliver the products ordered by the Customer, provide Customer service and handle returns thereof. The Outlet owner /Center owner s who are interested in availing CompEx marketing pvt ltd ’s Fulfillment services shall have to register themselves as detailed in As above* to this Agreement.

Outlet owner /Center owner undertakestoacceptallthereturnshipmentsirrespectiveofconditionoftheshipment and any dispute with respect to the condition of the shipment shall be settled only after acceptance of the shipment by Outlet owner /Center owner . If the shipment is not accepted by Outlet owner /Center owner , no dispute related to returns shall be entertained by CompEx marketing pvt ltd .

Outlet owner /Center owner undertakes to provide its signature along with its stamp with Outlet owner /Center owner ’s name /contact numberonallreturnshipmentsPODSlip.Inabsenceofsuchevidenceonreturnshipments, no return shipment query will beentertained.

Outlet owner /Center owner undertakes to put return shipment queries with Outlet owner /Center owner helpdesk either by email or in writing or through Outlet owner /Center owner Panel within 72 hours of receiving of shipments failing which such queries of Outlet owner /Center owner shall not be considered by CompEx marketing pvt ltd . In case of receipt of damaged product, Outlet owner /Center owner undertakes to send 360 degri photos within 72 hours of receiving suchproduct,noclaimsshallbeentertainedagainstqueriesmadeafter72hour.

The clauses here in after shall be applicable on in case of non-LMDOutlet owner /Center owner s.

Outlet owner /Center owner shallmarkOrdersasshippedonlywithtrack-ablewaybillnumbersoncourier website. In case any provided waybill is not traceable on courier site or invalid courier name beyond 48 hrs of marking orders as shipped, orders will be refunded tomember /associateonbehalfoftheOutlet owner /Center owner andtheOutlet owner /Center owner shallbenotifiedaccordingly.The Outlet owner /Center owner shallinstructitscouriertoreturntheshipmentbacktoorigin.Noreturnrelated query shall be entertained by CompEx marketing pvt ltd .

Outlet owner /Center owner shall deliver the orders in accordance with the time-line mentioned in clause 5 of Commercials Term Segment. Outlet owner /Center owner confirms and acknowledges that CompEx marketing pvt ltd reservesitsrighttorefundanyorderwithpriorinformationtotheOutlet owner /Center owner in case of Shipment SLA breach and the Outlet owner /Center owner shall direct the Courier Partner to return the shipment. In case, the Product is delivered to member/associate,the loss of product value shall be to Outlet owner /Center owner ’saccount.

In case the Member/Associate cancels his/her order for any reason whatsoever before the delivery of such order, CompEx marketing pvt ltd will inform Outlet owner /Center owner to stop the delivery of thesaidorderandOutlet owner /Center owner undertakestoarrangereturn/reverseshipmentofthesaid order. Outlet owner /Center owner undertakes to promptly inform CompEx marketing pvt ltd about such return/reverse initiation of shipment and CompEx marketing pvt ltd confirms that CompEx marketing pvt ltd shall refund such orders on behalf of the Outlet owner /Center owner to Member/Associate on receipt of return/reverse confirmation from Outlet owner /Center owner . Outlet owner /Center owner acknowledges that if Outlet owner /Center owner delivers such order or service to the Member/Associate despite CompEx marketing pvt ltd informing about return/reverse initiation, Outlet owner /Center owner shall bear the cost of such order and the loss of product value shall be deducted from Outlet owner /Center owner ’s account by CompEx marketing pvt ltd .

Outlet owner /Center owner shall furnish to CompEx marketing pvt ltd Proof of Delivery (“POD”) /Dispatch of order within 72 hours of such request by CompEx marketing pvt ltd . On failure of Outlet owner /Center owner to provide the same within 72 hours, CompEx marketing pvt ltd shall refund the order value to the Member/Associate on behalf of the Outlet owner /Center owner and Outlet owner /Center owner acknowledges that Outlet owner /Center owner shallbear the loss of such order value. CompEx marketing pvt ltd can request for POD from Outlet owner /Center owner s maximum after 20 days post-delivery.

REPRESENTATIONS AND WARRANTIES

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

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

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

abide and be bound by the terms and conditions of the Agreement, the CompEx marketing pvt ltd Policies and the other Platform policies, as may be applicable to the Outlet owner /Center owner ;
not to offer for sale/sell/deliver any Prohibited items or refurbished Products or to which he has not rights to, on the Platform;
deliver the Products to the Member/Associates in a timely manner consistent with the terms of this Agreement; and
deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc., and applicable codes of practice, now or hereafter in effect, relating to the Outlet owner /Center owner ’s performance under this Agreement.
Outlet owner /Center owner undertakes to provide the correct weights of the products for accurate charging of Logistics, in case of any discrepancy found in weights CompEx marketing pvt ltd reserves the rights to correct the weights and charge as per actual.

CompEx marketing pvt ltd is a provider of Tech platform only and does not provide any discount on price listed by Outlet owner /Center owner and does not reimburse any discount offered by the Outlet owner /Center owner . Outlet owner /Center owner has the sole right and prerogative to list the price of the Products and/or Sevices that are being offered for sale by the Outlet owner /Center owner through thePlatform.

The Outlet owner /Center owner representsand warrantsthat theOutlet owner /Center owner iscompetenttocontractandisnotdisqualifiedfromcontractingunderanylawin India.

The Outlet owner /Center owner has and shall maintain all licenses and registrations required for selling the Products online or otherwise during theTerm.

the Outlet owner /Center owner shall not describe himself/itself as an agent or representative of CompEx marketing pvt ltd or make any representations to any Member/Associate or any third party or give any warrantieswhichareofsuchanaturethatCompEx marketing pvt ltd mayberequiredtoundertake, or be liable for, whether directly orindirectly.

the Outlet owner /Center owner shall not, during the Term, offer the Products listed on the Platform, to any other websiteorthroughanyotherplatform,atapricewhichislessthantheSellingPrice,aslisted on thePlatform.

the Outlet owner /Center owner shall not, at any time during the Term, transact with any Member/Associate directly in connectionwiththeOrderthroughthePlatform.TheOutlet owner /Center owner agreestoattendto,andresolve, the Member/Associates queries with regard to the delivery of the Products and the quantity and quality of the Products within 1 (one) day from the date of receipt of suchqueries.

The Outlet owner /Center owner shall be responsible for payment of the Outlet owner /Center owner ’s own taxes and any taxes/levies/cess applicable on the Products sold through the Platform, and shall indemnify and hold harmless, CompEx marketing pvt ltd , from any liability in thisregard.

or service which are either self-manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. The Outlet owner /Center owner further declares that it shall not violate the intellectual property rights of any third party and shall be solely responsible for any breach or violation of such intellectual property rights, and shall keep CompEx marketing pvt ltd indemnified against any claim or damage arising out of such breach.
or service, the text descriptions, graphics or pictures (“content”) in respect of the Catalogue regarding the Product being uploaded on the Platform and the Product packaging, shall not be obscene, libelous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity and that the Outlet owner /Center owner grants CompEx marketing pvt ltd non-exclusive, royalty free and irrevocable rights to use, display, store, reproduce, publish, transmit, cache the said content.

Outlet owner /Center owner agrees, acknowledge and understandthat:

Outlet owner /Center owner is using the Platform provided and owned by CompEx marketing pvt ltd ;

The permission granted by CompEx marketing pvt ltd to use the Platform as an online market place is on a non-exclusivebasis;

CompEx marketing pvt ltd reserves the right to deny access to, or revoke, such permission to use the Outlet owner /Center owner Panel and/or Platform at anytime;

CompEx marketing pvt ltd shallhavetherighttoremovethelistingofanyProductbeingoffered for sale byOutlet owner /Center owner ;Variousbanks,paymentinstrumentproviderofferscashbackonusageoftheirpayment instrument to the Member/Associates for payment of Product / Services using their payment instrument. Outlet owner /Center owner hereby provides his consent allowing such offers by payment instrument companies to theMember/Associates.

Any and all data derived as a result of this Agreement will be owned by CompEx marketing pvt ltd and Outlet owner /Center owner shall have the right to utilize such data for the duration of the Term of this Agreement to fulfill Outlet owner /Center owner ’s obligations hereunder;and

For the duration of the Term, the Platform shall be maintained by CompEx marketing pvt ltd . Theowner shipofthePlatformshallvestwithCompEx marketing pvt ltd andCompEx marketing pvt ltd shall make its best efforts to deal with any technical issues affecting the Platform (such as , for instance, the Platform becoming inoperative). CompEx marketing pvt ltd does not warrant that the Outlet owner /Center owner will be able to use the Platform and offer for sale the Outlet owner /Center owner ’s Products at all times or locations on the Platform or that the Platform and the services provided through the Platform will be uninterrupted or error-free or that the defects will be corrected by CompEx marketing pvt ltd .

Except as agreed to by the Parties, the data of Member/Associates will be the exclusive property of CompEx marketing pvt ltd , and Outlet owner /Center owner will not use the same for Outlet owner /Center owner ’s own purpose or distribute or sale or use such data in any form or means except for the purpose of this Agreement and shall keep it confidential at alltimes.

In the event of any breach or delay in the fulfillment of Outlet owner /Center owner ’s obligations by Outlet owner /Center owner , due to any reason, CompEx marketing pvt ltd shall not be held liable/responsible. CompEx marketing pvt ltd shall not be liableforthesaleoftheProducts or service by Outlet owner /Center owner through the Platform or for any loss incurred by Outlet owner /Center owner or the Member/Associate therefrom.

Outlet owner /Center owner agreethatOutlet owner /Center owner willabidebyandbeboundbythetermsandconditionsofthisAgreement andCompEx marketing pvt ltd Policies,includinganyamendmentstheretomadebyCompEx marketing pvt ltd from time to time which may be made without notice toOutlet owner /Center owner .

The Outlet owner /Center owner represents and warrants that if Outlet owner /Center owner is found indulging in providing of false or misleadinginformationorprovisionofdefectiveorcounterfeitProducts,thenCompEx marketing pvt ltd may initiate civil and/or criminal proceedings against the Outlet owner /Center owner and CompEx marketing pvt ltd may, at itssolediscretion,suspend,block,restrict,orcanceltheOutlet owner /Center owner ’sregistrationonthePlatformand

/or disqualify / bar the Outlet owner /Center owner from selling the Products on the Platform.

INTELLECTUAL PROPERTY RIGHTS

Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of theotherPartywithoutbeingspecificallyauthorizedinwritingbythatotherParty.Outlet owner /Center owner recognizes and confirms that CompEx marketing pvt ltd has the exclusive right to supervise, allow and reject the contents of the Platform. CompEx marketing pvt ltd shall not be liable for contents and images shared, uploaded or displayed on the Platform by the Outlet owner /Center owner regarding the Outlet owner /Center owner ’s Products and all consequent liability will be borne by the Outlet owner /Center owner only.

Outlet owner /Center owner hereby grants to CompEx marketing pvt ltd the right to display/delist the Products (as updatedortobeupdatedbyOutlet owner /Center owner ontheOutlet owner /Center owner Panelatany/alltimes)alongwiththerelated logoand/ortrademarkand/orbrandname,etc.,oftheProducts or service for marketing/selling through the Platform

Outlet owner /Center owner hereby authorize CompEx marketing pvt ltd to use and include Outlet owner /Center owner ’s trademarks (as may beprovidedbyOutlet owner /Center owner fromtimetotime)andOutlet owner /Center owner ’scorporatenameonthePlatformandin any directory or promotional material produced in connection with the promotion of the Platform or the Products or service offered by Outlet owner /Center owner on the Platform.

In the event the Outlet owner /Center owner has availed the Brand Store Facilities from the CompEx marketing pvt ltd , the Outlet owner /Center owner there under authorizes CompEx marketing pvt ltd to list it authorized dealers/distributers with the said Brand Store under the Outlet owner /Center owner s logo or trademark or Brand Name etc. Under Legal Definite Agreement with the said Dealers or Distributers If any of the Dealers or Distributers violates, infringes, indulges in any malpractices, CompEx marketing pvt ltd reserves the right to suspend, delist, block the said Dealer or Distributer including without limitation the Outlet owner /Center owner from thePlatform.

Outlet owner /Center owner acknowledges that CompEx marketing pvt ltd is merely an intermediary with respect to the Products listed on the Platform. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Platform (including availability or sale of counterfeit goods on the Platform), CompEx marketing pvt ltd may, at its own discretion, remove / delist the allegedly infringing Products / content from the Platform, with or without prior notice toOutlet owner /Center owner .Design of CompEx marketing pvt ltd branded packaging material is intellectual property of CompEx marketing pvt ltd or its affiliates and CompEx marketing pvt ltd ’s consent is required to use the design to provide packaging material. Selling without consent to any individual is not permitted. Branded packaging material sold through market place will have CompEx marketing pvt ltd ’s commission involved for listing on the Outlet owner /Center owner servicesportal

ANTI BRIBERY AND ANTI CORRUPTION POLICY AND INTERESTED PARTY DISCLOSURE
instances of unethical behavior or business conduct violations by an employee or hired person of the Outlet owner /Center owner .

Outlet owner /Center owner represents and warrants that, except as disclosed to CompEx marketing pvt ltd ,

no employee, officer, director, or direct or indirect owner of Outlet owner /Center owner is a government official, political party official or candidate, or an immediate family member of such an official or candidate.

None of his family member or direct relative(s) is an existing employee of CompEx marketing pvt ltd andshalldisclosethesameintheeventsuchfamilymemberordirectrelative is an existing employee of CompEx marketing pvt ltd .

In the event that during the Term there is a change in the information contained in this sub- clause, Outlet owner /Center owner agrees to make immediate disclosure to CompEx marketing pvt ltd , and in that case, CompEx marketing pvt ltd reserves the right to immediately terminate this Agreement by written notice.

INDEMNIFICATION

Additionally, the Outlet owner /Center owner shall, at all times and to the complete satisfaction of CompEx marketing pvt ltd and without demur, at its own expense, indemnify, defend and hold harmless, CompEx marketing pvt ltd and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceedingbroughtagainstCompEx marketing pvt ltd oritsdirectors,successors,representatives, agents, officers and employees and against all penalty, damages, awards, settlements, liabilities,losses,costsandexpensesrelatedthereto(includingattorneys’fees)totheextent thatsuchclaim,suit,actionorotherproceedingsare,directlyorindirectly,basedonorarise on account of the Products and their content, or any breach of any of the terms and conditions of this Agreement by the Outlet owner /Center owner or failure of the Outlet owner /Center owner in the performance or observanceofitsrole,functions,responsibilitiesasspecifiedherein,orthebreachofthe Outlet owner /Center owner ’s representations and warranties as contained in this Agreement, even after the termination of this Agreement.

LIMITATION OF LIABILITY

TO THE GREATEST EXTENT PERMISSIBLE UNDER LAW, COMPEX MARKETING PVT LTD SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF PROFITS, BUSINESS, REVENUE AND/OR GOODWILL. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE MAXIMUM AGGREGATE LIABILITY OF COMPEX MARKETING PVT LTD UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO INR 1,000/- (INR ONE THOUSAND ONLY).

TERM, TERMINATION AND CONSEQUENCES OF TERMINATION

Term: Agreement shall come into force on the Effective Date and shall continue unless terminated as per terms of thisAgreement.

This Agreement may be terminated by CompEx marketing pvt ltd , with immediateeffect:

if Outlet owner /Center owner is in breach of any of its obligations, gross violation of terms, found to be involved into any malpractice as explained herein above, found in breach of representations or warranties, or any other material terms as contained in this Agreement and/or any of the CompEx marketing pvt ltd Policies;
if a petition for relief under any bankruptcy or insolvency is filed by or against Outlet owner /Center owner or Outlet owner /Center owner makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed.

CompEx marketing pvt ltd also has the right to suspend Outlet owner /Center owner ’s access to the Outlet owner /Center owner Panel (instead of terminating the Agreement) for any period of time (during which time period Outlet owner /Center owner shall not be permitted to sell Outlet owner /Center owner ’s Products on the Platform) on the occurrence of any of the termination triggers specified or without anyreason.

On termination of thisAgreement:

CompEx marketing pvt ltd will, with immediate effect, block Outlet owner /Center owner ’s access to the Platform and consequently, Outlet owner /Center owner shall not be able to offer any Products or servies to the Member/Associates thereafter and shall not have the right to re-register himself /itself as a Outlet owner /Center owner on the Platform at any time after such termination, unless CompEx marketing pvt ltd , in its discretion, permits such re-registration;.
Outlet owner /Center owner shall return to CompEx marketing pvt ltd all the confidential information of CompEx marketing pvt ltd and all other properties and materials belonging to CompEx marketing pvt ltd . Where the confidential information cannot be returned in material form, Outlet owner /Center owner shall destroy all of CompEx marketing pvt ltd ’s confidential information and shall provide CompEx marketing pvt ltd with a certificate of destruction with respect to the same.

On the termination of the Agreement, Outlet owner /Center owner will be entitled to only the Outlet owner /Center owner Proceeds which have becomeduetoOutlet owner /Center owner onaccountofanypurchaseoftheProducts or service,madethroughthePlatform,prior to the date of termination of this Agreement. CompEx marketing pvt ltd shall be entitled to adjust any monies, due from Outlet owner /Center owner to CompEx marketing pvt ltd till the date of termination, from the Outlet owner /Center owner Proceeds payable to Outlet owner /Center owner ontermination.

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

12.GENERAL TERMS

DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION: If any dispute arises between the Parties hereto during the subsistence of this Agreement or thereafter, in connection with, or arising out of, this Agreement, the dispute shall be referred to arbitration under the Arbitration and Conciliation Act, 1996 (Indian) to be adjudicated by a sole arbitrator to be appointed by CompEx marketing pvt ltd . Arbitration shall be held at Rewa MP, India. The proceedings of arbitration shall be in the English language. The arbitrator’s award shall be final and binding on the Parties. The Agreement shall be governed by and construed in accordance with the laws of India. The courts of New Delhi, India, shall have exclusive jurisdiction in connection with this Agreement.

CONFIDENTIALITY: The parties shall not at any time divulge, or allow to be divulged to any person, any Confidential Information unless the said information comes in public domain without breach by either Party however, no party shall be precluded from disclosing any information to the extent required in the legal proceedings. Confidential information would include but not be limited to Member/Associate details, market information, all work Products and documents related thereto, the contents of the Platform or any other information which is treated as confidential by CompEx marketing pvt ltd , and any other information, whether oral or in writing, received or to be received by Outlet owner /Center owner which is agreed to be treated under the same terms, whether expressly or by implication. The obligations under this Clause shall survive the termination of this Agreement

FORCE MAJEURE: No Party shall be liable for failure to perform its obligations due to Force Majeure circumstances including but not limited to floods, natural disasters, war, act of terror, political unrests, technical snags, act of God, change of laws or any circumstance beyond the reasonable control of Parties (“Force Majeure Event”).

NOTICES: to be served by email or post to the addresses as stated above.

ASSIGNMENT: Outlet owner /Center owner shall not have the right to assign this Agreement without the prior written consent of CompEx marketing pvt ltd . CompEx marketing pvt ltd shall always retain the right to assign the services provided by it under this Agreement for such remaining period of the Agreement, to any of its chosen subsidiaries, affiliates, associates and there would be no new agreement between the new acquirer and Outlet owner /Center owner for the services provided by CompEx marketing pvt ltd under this Agreement. CompEx marketing pvt ltd shall however intimate the same to the Outlet owner /Center owner either through a

notice on Platform, by email or send a written notice of the above to Outlet owner /Center owner . This Agreement shall apply to and bind any successor or permitted assigns of the Parties hereto.

Shall be effective or binding if agreed in writing by authorized representatives.

EXCLUSIVITY: Outlet owner /Center owner agrees that Product sold by them will be launched exclusively at Platform and shall exclusively be available at Platform for a period of 3 months from launch of Outlet owner /Center owner ’s product or service. Upon expiry of the period of exclusivity, both the parties may at their sole discretion mutually agree on extension of such exclusivity period. However, if Outlet owner /Center owner enters into an agreement with other website or platform upon expiry of the exclusivity period, Outlet owner /Center owner will inform CompEx marketing pvt ltd 20 (twenty) days in advance before entering into any such arrangement.

RELATIONSHIP: Principal to Principal basis and shall not be construed or deemed to create any association, partnership or joint venture or employer-employee relationship in any manner.

ENTIRE AGREEMENT: This Agreement, including Annexure and T & C added from time to time, shall constitute entire and final agreement between Outlet owner /Center owner and CompEx marketing pvt ltd with respect to the subject matter covered herein.

Any and all obligations under this Agreement which, by their very nature should reasonably survive the termination or expiration of this Agreement, will so survive
If any part or any provision of this Agreement is or becomes illegal, invalid or unenforceable, that part or provision of the agreement will not affect the validity or enforceability of the remaining provisions of this Agreement.

NON WAIVER: No waiver, by either party, of any provision of this Agreement shall, in any event, become effective unless the same is in writing and such waiver shall be effective only in the specific instance described and for the purpose that the waiver is given.

Outlet owner /Center owner agrees that at all times during the term of this Agreement, shall maintain appropriate records relating to transactions covered under this agreement and shall allow CompEx marketing pvt ltd to examine, inspect, audit, and review all such records and any source document pertaining to the transaction covered under this Agreement upon written notice to Outlet owner /Center owner at least five (5) business days prior notice.
CompEx marketing pvt ltd may amend the terms and conditions of this Agreement including the Commercial Term Segment and the CompEx marketing pvt ltd Policies at any time in its sole discretion by intimating Outlet owner /Center owner by way of notification on the Outlet owner /Center owner Panel and/or by sending an email to the email ID provided in the Outlet owner /Center owner Registration Form. It is Outlet owner /Center owner ’s responsibility to review amendment notifications from time to time. Outlet owner /Center owner will be deemed to have accepted such amendments, if Outlet owner /Center owner continues to access the Platform/Outlet owner /Center owner Panel after the amendments are notified by CompEx marketing pvt ltd . If any terms of this agreement conflict with any other document/electronic record, the terms and conditions of this agreement shall prevail, until further change / modifications are notified by CompEx marketing pvt ltd .

COMMUNICATION: Outlet owner /Center owner gives explicitly consent and allows CompEx marketing pvt ltd to send the messages/ communication on email or mobile from time to time.

: Outlet owner /Center owner hereby agrees and undertakes that Outlet owner /Center owner is legally entitled and eligible to enter into this e-Agreement (if executed through electronic means) and further agrees and undertakes to be bound by and abide by this Agreement and the person accepting this Agreement by and on behalf of the Outlet owner /Center owner is authorised representative of the Outlet owner /Center owner and is entitled and is legally authorised to bind the Outlet owner /Center owner on whose behalf this Agreement is being accepted.

Annexure 1

(I Adult goods and services which includes pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services;
Alcohol which includes Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne; Body parts which includes organs or other body parts;
Bulk marketing tools which includes email lists, software, or other products enabling unsolicited email messages (Spam);
Cable descramblers and black boxes which includes devices intended to obtain cable and satellite signals for free;
Child pornography which includes pornographic materials involving minors;
Copyright unlocking devices which includes Mod chips or other devices designed to circumvent copyright protection;
Copyrighted media, which includes unauthorized copies of books, music, movies, and other licensed or protected materials;
Copyrighted software, which includes unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software;
Counterfeit and unauthorized goods which includes replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods;
Drugs and drug paraphernalia which includes illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms;
Drug test circumvention aids which includes drug cleansing shakes, urine test additives, and related items; (xiii) Endangered species, which includes plants, animals or other organisms (including product derivatives) in danger of extinction;
Gaming/gambling which includes lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content; Government IDs or documents which includes fake IDs, passports, diplomas, and noble titles;
Hacking and cracking materials which includes manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property;
Illegal goods, which includes materials, products, or information promoting illegal goods or enabling illegal acts;
Miracle cures which includes unsubstantiated cures, remedies or other items marketed as quick health fixes;
Offensive goods, which includes literature, products or other materials that: a) Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred;
Offensive goods, crime that includes crime scene photos or items, such as personal belongings, associated with criminals;
Prescription drugs or herbal drugs or any kind of online pharmacies which includes drugs or other products requiring a prescription by a licensed medical practitioner;
Pyrotechnic devices and hazardous materials which includes fireworks and related goods; toxic, flammable, and radioactive materials and substances;
Regulated goods which includes air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license

plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications;

Securities, which includes stocks, bonds, or related financial products;
Tobacco and cigarettes which includes cigarettes, cigars, chewing tobacco, and related products;
Traffic devices, which includes radar detectors/hammers, license plate covers, traffic signal changers, and related products;
Weapons which includes firearms, ammunition, knives, brass knuckles, gun parts, and other armaments;
Wholesale currency, which includes discounted currencies or currency, exchanges;
Live animals;
Multi Level marketing collection fees;
Matrix sites or sites using a matrix scheme approach;
Work-at-home information;
Drop-shipped merchandise;
Collecting and effecting / remitting payments directly /indirectly outside India in any form towards overseas foreign exchange trading through electronic/internet trading portals; and
Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the all laws of India.

By using or accessing THINK4UNITYServices, you agree that we can collect and use such content and information in accordance with the data policy as amended from time to time. You may also want to review the following documents, which provide additional information about your use of THINK4UNITY: