PRIME DOKO PVT. LTD

Marketplace Agreement

This agreement is made in order to establish a contractual relationship by and between:

Prime Doko Pvt. Ltd. having its registered address at Birgunj-10, Parsa, Nepal, incorporated as a private limited company in Nepal to provide services relating to computer software industry and website services (hereinafter referred to as “primedoko”).

And

The Vendor (herein after referred to as “Vendor”). Validly registered pursuant to the laws of Nepal with registration number and PAN/VAT number. The parties above referred are individually known as “the Vendor” / “primedoko” as the case may be and collectively referred to as “the parties”;

WHEREAS the Vendor is engaged in the business of manufacturing/importing/distributing Product & Services;

AND WHEREAS Primedoko is owner of E-Commerce Website by the name of www.primedoko.com wherein various products of different nature are marketed and sold using electronic medium through the e-commerce domain.

AND WHEREAS the parties hereto have after mutual discussions have come to an agreement that the products of the Vendor will be marketed by www.primedoko.com.

AND WHEREAS parties have agreed to reduce their terms in writing.

NOW THIS AGREEMENT WITNESSES AS UNDER

1.        COMMENCEMENT, TERM AND RENEWAL

The date of execution of this agreement shall be the commencement date and the agreement shall remain valid and binding for a period of 1 year initially and can be renewed on mutually agreed terms at the time of renewal for such terms as the parties agree. All Renewals of the Agreement.

2.        JURISDICTION, GOVERNING LAW AND EX- PARTE ORDERS

2.1                                This agreement is subject to exclusive jurisdiction of competent Courts of law at Nepal only.

2.2                                The laws of Federal Republic of Nepal, as are in force, shall be applicable  to  present  agreement.

2.3                                The Primedoko is entitled to obtain ex-parte ad- interim injunction orders restraining the Vendor to prevent any loss/anticipated loss either in material terms or in terms of intellectual property or causing damage/loss/harm to reputation/goodwill of the Primedoko by the Vendor, its representatives, associates or assigns.

2.4                                Each Party irrevocably agrees that dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims) shall be settled by arbitration administered by Nepal Council of Arbitration (NEPCA) in accordance with NEPCA Arbitration Rule in the following manner:

i.                            There shall be a sole arbitrator appointed by NEPCA. The arbitrator shall not be a present or former employee, agent, consultant or advisor of the Parties, their affiliates or subsidiaries.

ii.                              Venue and seat of the arbitration shall be in Kathmandu, Nepal and the language shall be English.

iii.                                 The decision of the arbitration shall specify how the expenses of the arbitration shall be allocated between the parties.

iv.                               The arbitral award shall be final and binding upon the Parties, and judgment on such award may be entered in any court having jurisdiction.

3.        SCOPE

3.1                                Primedoko is in the business of providing services to facilitate Ecommerce via its online marketplace at Primedoko- a platform that enables Customers and Vendors to transact online. The Vendor wishes to sell Products on the online marketplace platform provided by Primedoko. Primedoko offers multiple services to facilitate sales via its online platform. The Vendor appoints Primedoko as its Marketplace agent under the terms & conditions set hereunder.

3.2                                Both Parties agree that customer satisfaction is the ultimate concern for guiding the commercial actions and behavior of both the Parties.

3.3                                Every transaction of the Vendor on Primedoko’s platform is bounded to the acceptance of the terms of this agreement as well as the details, annexes, appendices, platform policies mentioned in this agreement and/or available on Primedoko. This agreement will be considered valid as soon as it is electronically accepted by the Vendor.

3.4                                The service provided by Primedoko is limited to referring customers to the Vendor and accepting orders and payments on their behalf as well as supporting, but not limited to, a range of logistics and marketing services, to be requested and purchased by the Vendor. This support is covered within the agreed level of marketplace fee and any additional service fees.

3.5                                Any reference in this Agreement to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

3.6                                The platform policies are to be read into and incorporated as an integral part of this agreement. Due to constant improvement, the platform policies might change due to law, operation process and will change and evolve overtime.

3.7                                This agreement expressly supersedes prior agreements or arrangements between both Parties unless expressly agreed otherwise between the Parties.

4.        COVENANTS OF VENDOR

4.1                                In case of vendors running out of supplies or is likely to not fulfill the order received by the primedoko, it shall intimate to the primedoko atleast 48hours/2days in advance so that notice of OFS for the product can be placed on website.

4.2                                Not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Primedoko, to the customer either along with the products supplied or in any manner whatsoever.

4.3                                Not to do any act/deal in a thing / products/goods/services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.

4.4                                The Vendor declares that it has all rights and authorizations in respect of intellectual property rights of third parties and is authorized to sale/provide/license such products to the customer. The copy of such authorization shall be provided on demand without failure and/or protest.

4.5                                The Vendor agrees to indemnify and keep indemnified the Primedoko from all claims/losses (including advocate fee for defending/prosecuting any case) that may arise against the Primedoko due to acts/omission on the part of the Vendor.

4.6                                To provide to the Primedoko, for the purpose of the creation/display on website of Primedoko, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.

4.7                                To ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party. or of inaccurate, false, incorrect, misleading description in nature. Further it will forward the product description and image only for the

product which is offered for sale through the website of the Primedoko. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Primedoko.

4.8                                To be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Primedoko.

4.9                                At all times have access to the Internet and its email account to check the status of approved orders and will ensure prompt deliveries within the time frame mentioned herein before in the agreement.

4.10                                   To raise an invoice as well as receipt of payment in the name of Customer for an amount equivalent to the amount displayed as MRP on the online store to the customer and paid by/charged to the customer.

4.11                                   Provide information about the Order Status including Airway/other Transport Bill when required.

4.12                                   Not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the Nepali laws.

4.13                                   To provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Primedoko.

4.14                                   The Vendor shall at all time during the pendency of this agreement endeavor to protect and promote the interests of the Primedoko and ensure that third parties rights including intellectual property rights are not infringed.

4.15                                   To be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Primedoko.

4.16                                   The Vendor shall at all times be responsible for compliance of all applicable laws and  regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Consumer Protection Act, Excise and Import duties, etc.

4.17                                   To seek advance written approval from the Primedoko, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.

4.18                                   To provide to the Primedoko copies of any document required by the Primedoko for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Primedoko.

5.        INTERPRETATION & DEFINITIONS

5.1                                In this agreement, the words and expressions below shall have the following meanings:

Bank Account                      -               The bank account specified by the Vendor in which payments are to be made Business Day                                        -               A day (excluding Saturdays) on which banks generally are open for business in Nepal

Competitor                            -               Any person or entity, that directly or indirectly, engages in the sale of Products on the internet in Nepal. For the avoidance of doubt, any person whose direct or indirect business is only partially similar to the aforementioned would still be deemed to be a Competitor.

Contract                                -               The contract entered between the Vendor and a Customer for the sale and purchase of the Products on the Platform

Customer Protection Policy - Primedoko’s policy via which Vendor Performance is kept in check Customer                              -               A person, who purchases Products on the Platform

Dropship                                -               Fulfilment model whereby the Vendor is responsible for maintaining inventory of Products at own premises and making available to Primedoko for delivery to Customers

Fee(s)                                     -               Any fees charged by Primedoko for any services, including additional services such as for pickup or returns

Final Delivery                       -               The transfer of ownership of the product from the Vendor to the end customer General Terms                      -               The terms set out in this agreement

Handling Time                    -                The time from forwarding of the order by Primedoko to the Vendor till dispatch of the Product by the Vendor (excluding Sundays)

Primedoko Hub                   -                A location owned or operated by Primedoko or one of its logistics partners, where the Vendor can drop items and if/when eligible pick up returns

In writing/written                 -                All communications made through the Vendor Center or sent by Primedoko through courier or email

Inbound                                -                The reception department at Primedoko’s warehouse that performs the actions of accepting and registering Products brought to the warehouse by the Vendor

Intellectual Property          -                Any patent, copyright, registered or unregistered design, design right, registered or unregistered trademark, service mark or other industrial or intellectual property right and includes applications for any of them

Listed Price                          -                The listing price of the Product on the Platform and shall be that price at which the Vendor informs Primedoko that it wishes to sell any Product and which price shall include any taxes, whether federal, provincial or local, which the Vendor is required and liable to pay on the sale or supply of each Product or type of Product. The Listed Price shall not be higher than the price at which the Vendor offers the same Product through its own sales channels.

Penalty/Penalties               -                 Any financial and/or operational penalty inflicted by primedoko on the Vendor for any breach of Platform Policies

Pending                                -                 The status on the Vendor Center depicting that an order has been received and awaiting processing

Performance Scorecard   -                 The report conveyed to the Vendor by Primedoko which depicts the operational performance of the Vendor

Platform                              -                 The website Primedoko or any affiliate website or Primedoko’s mobile application Platform Policies - All the policies and guidelines applicable to Vendors and available on Primedoko Product(s) - The products which the Vendor intends to sell on the Platform.

Ready to Ship                    -                  The Products are signaled as being physically available, packed according to packaging guidelines and ready to be transferred to Primedoko for delivery

Rejected Product              -                  A Product that has been shipped but could not be successfully delivered to a Customer, for any reason whatsoever

Required Product Information -       Means, with respect to each of the Products, the following (except to the extent expressly not required under the applicable Platform Policies):

Rules of Packing & Shipping      -      The rules governing the dispatch and handling of the products sold by the  Vendor, which are mentioned during the training

Vendor Performance            -             The Vendor performance in accordance with the policies and standards defined by Primedoko.

Vendor Support Center         -            The support service provided by Primedoko to solve the issues faced by Vendors as well as help Vendors grow their business

Shipped                                    -             A Product is considered shipped and on course for delivery to the Customer

Signup Process                       -             Process via which person(s) or entities sign up to sell on Primedoko’s online marketplace

Third Party Logistics (3PL)      -         An external service provider designated by Primedoko for shipping

5.2                              The Vendor’s use of the platform and access to the Vendor center is subject to this agreement and the latest platform policies available on https://seller.primedoko.com/

5.3                              In order to maintain its reputation for quality and high service standards, Primedoko reserves the right to delist the Vendor and to terminate the relationship with the Vendor based on Primedoko’s internal quality assessment of the Vendor as governed by Primedoko’s Customer Protection Policy.

5.4                              The person agreeing to these terms is either the Vendor or an Authorized Representative of the Vendor, and shall be considered as having the power to enter into such agreement.

6.       ACCESS TO PLATFORM AND VENDOR CENTRE

6.1                              After going through and successfully completing the Signup Process, Primedoko shall provide the Vendor with a unique username and password to access the Vendor Center and complete the registration process.

6.2                              The Vendor is responsible for maintaining up to date information pertaining to their business on Vendor Center such as, but not limited to, address and bank account number. Primedoko is not responsible for any liability arising from incorrect information supplied by the Vendor.

6.3                              The Vendor shall be solely responsible for the safety and security of its password and shall not disclose its password to any third party under any circumstances. The Vendor is solely responsible for any use of or action taken under the password and shall fully indemnify Primedoko from any damages or injury resulting from any unauthorized use of its password.

6.4                              Any correspondence or communication received through the Vendor Center and/or appointed email address shall be presumed to have been originated from and have been made with the approval of the Vendor and Primedoko shall be entitled to rely on such correspondence or communication.

6.5                              Every message sent to the Vendor through his/her registered email in the Vendor Center account or via Vendor Center which did not receive an answer or written objection within 72 hours will be deemed as an agreement between Primedoko and the Vendor.

6.6                              The Vendor shall complete a training module in order to be ready for operating on the Platform. The Vendor must pass this training and implement the learnings in their operations in order to start selling via Primedoko.

7.       FEATURING PRODUCTS ON THE PLATFORM

7.1                              Primedoko shall feature the Vendor’s Products on the Platform for sale at the given Listed Price. The Platform shall show the Product as being sold by the Vendor and not by Primedoko.

7.2                              Primedoko may offer additional promotions/discounts over and above a Vendors Listed Price via multiple channels and the Vendor agrees that this does not constitute a change in the ownership of the Product(s). Any Marketplace Fee charged on such a transaction will however be upon the Vendors Listed Price.

7.3                              The manner in which the Products are featured on the Platform and its placement on the Platform shall be the sole responsibility of and at the discretion of Primedoko.

7.4                              Any particular Product(s) featured on the Platform may be delisted by Primedoko if sale of that Product would contravene any law or the Vendor breaches any of its obligations under this agreement and in such case, the Vendor shall be notified immediately.

7.5                              Vendor shall provide Primedoko with the Required Product Information in the prescribed format. This information must be true and in line with the actual physical Product. The Vendor will be responsible for listing their own products. However, if any information provided by the vendor is incorrect and thus affect the sales of the product then, such loses/charges shall be vendor's responsibility which Primedoko shall deduct in payment cycle.

7.6                              Primedoko reserves the right to use, reproduce, modify, adapt, publish, translate, create and distribute any content for internal purpose/campaign and promotion.

7.7                              Where at the request of the Vendor, Primedoko produces digitized images and photographs of the Product(s) for display on the Platform, Primedoko may charge a Fee and is entitled to deduct this amount from payments made to the Vendor for the sale of any Product(s) in addition to any other amounts it is entitled to deduct under this agreement.

7.8                              Featuring any Product on the Platform shall constitute an offer of sale by the Vendor to all persons using the Platform.

7.9                              Where a Customer places an order for purchasing a Product through the Platform, it shall be deemed to be an acceptance of the Vendor’s offer to sell the Product and a binding contract shall come into force between the Customer and the Vendor. The terms of the contract are offered by the Vendor and are agreed to by the Customer and have no relation with Primedoko.

7.10                                 Primedoko will not be responsible for, and will not resolve or mediate any disputes between the Vendor and a Customer

7.11                                 All Contracts entered into between the Vendor and a Customer shall be subject to this agreement and in the case of any conflict between this agreement and the Contract or any document included in the Product(s) sent to a Customer or implied by trade practice or course of dealing, this agreement shall prevail.

8.       VENDOR PERFORMANCE

8.1                              The Vendor agrees to respect and follow Primedoko’s Customer Protection Policy. If any changes occur in the policy, the Vendor will be informed via email, telephone or any other means.

8.2                              Primedoko measures Vendor performance on an ongoing basis and will share a monthly performance report with the ops score of the respective Vendor:

i.                     Primedoko will rank the Vendor based on performance. There are daily order limits associated with each rank.

ii.                       Primedoko may, at any time, delist, downgrade or upgrade the Vendor depending on commercial and operational performance without any prior notice to the Vendor.

iii.                         Upon delisting, the Vendor may need to go through the training module again in order to re-list on Primedoko’s Platform. Primedoko retains the right to blacklist Vendors who repeatedly breach delisting thresholds and retains sole discretion on how the re-listing process in managed.

iv.                        Primedoko may, at its discretion, exempt certain Vendors from the daily order limitations and delisting criteria. These Vendors may instead be charged financial penalties if performance does not meet the Standard Ops Score. These financial penalties may be deducted from the payout released to the Vendor as per payment terms. Offences that can lead to Penalties include, but are not limited to, the following:

1.                  Selling counterfeit and illegal products

2.                  Slow fulfillment of orders

3.                  Cancellations and orders out of stock

4.                  Lack of respect of packaging guidelines

5.                  High rate of return on products

9.       VENDOR OBLIGATIONS TO CUSTOMER SERVICE

9.1                              Primedoko may forward questions or complaints received by Primedoko’s Customer Service department regarding any sold Product(s) to the Vendor. The Vendor shall be obliged to respond to Primedoko on all such questions or complaints within forty-eight (48) hours of the receipt of such questions or complaints.

9.2                              On receiving Vendor’s response to any question or complaint, Primedoko shall promptly forward the response to the Customer.

9.3                              If a Vendor fails to respond to any question or complaint within forty-eight (48) hours of receiving the same, the Vendor or any of its Products may be de-listed from the Platform without further notice.

10.       MARKETPLACE FEE

10.1                                 As an agent for the Vendor, Primedoko shall be entitled to receive a commission for the sale of each Product on the Platform, as stipulated in the Commission Schedule unless specified otherwise in any special terms agreed upon.

10.2                                 The marketplace fees are calculated as a percentage of the Listed Price inclusive of all applicable taxes

10.3                                 These marketplace fees are deducted by Primedoko when making a payout to the Vendor defined under Payments

10.4                                 Primedoko reserves the right to adjust the Marketplace fees defined in the Fee schedule, providing suitable written notice of fourteen (14) days in advance to the Vendor before enactment

11.       PAYMENTS

11.1                                 Primedoko shall receive and process all payments for Products purchased on the Platform on behalf of the Vendor. Primedoko shall make payment of the amount of the Listed Price for the Product(s) received from a Customer after deducting its Marketplace Fee for the sale of the Product(s), any additional service Fees/Penalties or any other amounts due if applicable, subject to its right of set-off under this agreement.

11.2                                 The payments will be made to the Vendor on a bi-monthly basis to the Bank Account of the Vendor as specified by the Vendor, provided that payment related to any Product shall be initiated not less than fifteen (15) days after the Product has been successfully delivered to the Customer. If the Vendor does not have bank account in the name of its business as registered with Primedoko, the payment shall be made in the personal bank account of the Vendor as specified by the Vendor in the Vendor Center. The Vendor is required to update their banking information as soon as a business bank account becomes available by updating their details in Vendor Centre.

11.3                                 Primedoko will ensure payment statements are available on the Vendor Center with all relevant payment information.

11.4                                 All payments will be made in Nepalese Rupees. Payments will be made via online transfer to the Bank Account specified by the Vendor in the Vendor Center.

11.5                                 The Vendor agrees that Primedoko shall not be liable for any failure to make timely payments arising due to incomplete or inaccurate information provided by the Vendor with regards to its Bank Account. Any tax liabilities or related fine(s) or penalties arising from products sold by the Vendor or funds related to those products received from Primedoko in a Vendor’s business or personal bank accounts under tax or any other prevailing law shall be at the sole risk of the Vendor.

11.6                                 In case a payment has been issued by Primedoko to the Vendor for a delivered item that is later returned to Primedoko by the customer, Primedoko will deduct equivalent amount in the next cycle and return the product to the Vendor (subject to return policy)

11.7                                 In case a Vendor’s Product is lost by Primedoko and/or 3PL during transit or handling, Primedoko will reimburse the Vendor for the Product in question.

11.8                                 In case the Vendor raises a dispute about the condition of a returned Product (e.g. Product is damaged), Primedoko will reimburse the Vendor for the Product in question given the case is reviewed and accepted by Primedoko in favor of the Vendor. For such a reimbursement, title of ownership of said Product shall only pass to Primedoko in the case Primedoko decides to hold the Product for commercial purposes. Primedoko may also hold the Product temporarily in order to claim insurance or settlement with a 3PL. This does not mean ownership of Product transfers to Primedoko.

11.9                                 Primedoko shall be entitled to deduct or withhold from payments to be made to the Vendor under this agreement any duties, taxes or other amounts required to be deducted or withheld under any federal, provincial or local law and to remit the same to the taxing authority of any jurisdiction relevant to the transaction

11.10                              Any sums due to the Vendor hereunder may be applied by Primedoko as a set off against any sums owed by the Vendor to Primedoko, or against any claims of third parties against Primedoko arising from the Vendor’ performance, whether under this agreement, any Contract or other document.

11.11                              The Vendor shall be responsible for payment of all customs duties, sales tax, excise tax, value-added tax and any other duties, excess, fees or charges of whatsoever nature which may be imposed by governing authorities of any jurisdiction applicable in connection with sale or supply of its Products on the Platform and their purchase by Customers. It is

clarified that the Vendor shall be solely responsible for the payment of any sales tax on the supply of these Products to the Customer through the Platform and Primedoko shall have no liability in this regard.

12.       WARRANTIES, REPRESENTATIONS AND UNDERTAKING OF VENDOR

12.1                                 The Vendor warrants to Primedoko that all its Products sold on the Platform, whether manufactured, imported or otherwise produced or provided by the Vendor or others, will:

i.                           Strictly conform to the specifications, drawings, samples, performance criteria, and other descriptions referred to or provided on the Platform;

ii.                             Be of merchantable quality and fit for the purpose(s) intended;

iii.                               Have all relevant regulatory permits and licenses, and conform to all applicable laws, ordinances, codes and regulations of Nepal.

12.2                                 The Vendor furthermore warrants and represents to Prime Doko that:

i.                            It is competent to enter into this agreement and any Contract and its entry into this agreement and any Contract and the performance thereof have been duly authorized by all necessary corporate action and constitutes a valid and binding agreement of the Vendor, enforceable against the Vendor in accordance with the terms thereof.

ii.                             The Products and their packaging will comply with all applicable marking and labeling requirements.

iii.                               None of the Products have been or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour.

iv.                              It and its subcontractors, agents and suppliers involved in producing or delivering the Products will strictly adhere to all applicable laws of Nepal and other countries where the Products are produced or delivered, regarding the operation of their facilities and their business and labour practices, including without limitation working conditions, wages, hours and minimum ages of workers.

v.                             All customs duties, excises tax and any other tax on the import, manufacture or production of the Products have been duly paid.

vi.                              It is legally entitled and permitted to sell the Products that it is listing.

vii.                                The Products are not dangerous and do not contain any hazardous substance, contraband, explosives, or any kind of prohibited material as per laws of Nepal.

viii.                                  It will package and ship all Products in accordance with all applicable laws and the Vendor shall be solely responsible for any violation of law and will indemnify Primedoko against the consequences of any such violation.

ix.                              All information, including but not limited to all information furnished to Primedoko with regards to the Products is accurate and up-to-date.

x.                             It shall not host, display, upload, modify, publish, transmit, update or share any information which infringes any patent, trademark, copyright, proprietary rights, third party’s trade secrets, rights of publicity, or privacy, is fraudulent or involves the sale of counterfeit or stolen items.

xi.                              All formal consents, waivers, approvals, authorizations, exemptions, registrations, licenses or declarations of or by or filing with, any authority or contracting party which are required to be made or obtained by the Vendorin connection with the entry into this agreement or any Contract and the performance of the same, have been duly obtained.

xii.                                The entry, delivery and performance of this agreement or any Contract by the Vendor will not violate or conflict in any material respect with any law, statute, rule, regulation, ordinance, code, judgment, order, writ, injunction, decree or other requirement of any court or of any governmental body or agency thereof. xiii. In its performance under this agreement and any Contracts entered into with Customers, the Vendor shall strictly comply with all applicable laws, treaties, ordinances, codes and regulations, and specifically with any import and export, and health, safety and environmental, laws, ordinances, codes and regulations of any jurisdiction (whether international, country, region, state, province, city, or local) where this agreement may be performed. Upon

Primedoko’s written request, the Vendor shall provide any written certification of compliance required by any federal, state, or local law, ordinance, code, or regulation.

xiii.                                  If necessary, the Vendor shall be obliged to procure all formal consents, waivers, approvals, authorizations, exemptions, registrations and/or licenses necessary for Primedoko to feature the Products on the Platform, at its own cost.

xiv.                                 Primedoko may at any point require the Vendor to provide any financial, business or personal information for any purpose whatsoever, and the Vendor shall provide the same to Primedoko within seven (7) Business Days of such request being made.

xv.                               It is our policy to prohibit and actively pursue the prevention of money laundering and any activity that facilitates money laundering or the financing or of terrorist or criminal activities. We are committed to anti-money laundering compliance in accordance with applicable law and require our directors, officers and employees to adhere to these standards in preventing the use of our products and services for money laundering purposes. You warrant that you are not, in any way, actively involved in money laundering or financing of terrorist or criminal activities or any other illegal activity. We reserve the right to carry out necessary money laundering, terrorism financing, fraud or any other illegal activity check before authorizing your account, payments or processing of any applicable refunds.

13.       INTELLECTUAL PROPERTY

The Vendor expressly authorizes the Primedoko to use its trade marks/copy rights/ designs /logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the Primedoko may deem necessary. It is expressly agreed and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title and interest in their respective trademarks and logos and that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.

14.       INDEMNITY

The Vendor indemnifies and shall hold indemnified the Primedoko, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Vendor’s product, the breach of any of the Vendor’s warranties, representations or undertakings or in relation to the non- fulfillment of any of its obligations under this Agreement or arising out of the Vendor infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value Added tax, The Standards of Weights & Measures legislation, Excise and Import duties, etc. For the purpose of this clause reference to the Primedoko shall also include the Mobile Operators and such other agencies through whom the Primedoko shall make the Online Store available to the Customers.

15.       LIMITATION OF LIABILITY

15.1.    The Primedoko on the basis of representation by the Vendor is marketing the products of the Vendor on the shopping portal to enable Vendor to offer the its products for sale through the said online shopping portal. This representation is the essence of the Contract. It is expressly agreed by the vendor that the Primedoko shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, customer or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products being in any way damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights

of any third party. The Vendor agrees and acknowledges that it shall be solely liable for any claims, damages, allegation arising out of the Products offered for sale through online shopping portal            (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Primedoko harmless and indemnified against all such claims and damages. Further the Primedoko shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives.

15.2.    The Primedoko under no circumstances will be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor has been advised of the possibility of such damages, such as, but not limited to loss of revenue or anticipated profits or loss business, unless such loss or damages is proven by the Vendor to have been deliberately caused by the Primedoko.

15.3.    The Platform and Vendor Center, including all content, software, functions, materials and information made available on or provided in connection with the Vendor’s access to and use of the Platform and the Vendor Center, are provided "as-is." The Vendor acknowledges and cons Primedoko that it shall access and use the Platform and the Vendor Center at its own risk. To the fullest extent permissible by law, Primedoko disclaims:

i.                     Any representations or warranties regarding this agreement, the contracts or the transactions contemplated by this agreement, including any implied warranties of merchantability, fitness for a particular purpose or non- infringement;

ii.                       Implied warranties arising out of course of dealing, course of performance or usage of trade;

iii.                         Any obligation, liability, right, claim or remedy in tort, whether or not arising from Primedoko’s negligence. Primedoko does not warrant that the functions contained in the platform and Vendor center will meet the Vendor’s requirements or be available, timely, secure uninterrupted or error free, and Primedoko will not be liable for any service interruptions, including but not limited to system failures or other interruptions that may affect the receipt, processing, acceptance, completion or settlement of any contracts or transactions.

16.      FORCE MAJEURE

16.1.    Primedoko shall not be liable to the Vendor or be deemed to be in breach of this agreement by reason of any delay in performing or any failure to perform any of Primedoko’s obligations if the delay or failure was due to any cause beyond Primedoko’s reasonable control and without its fault or negligence, but not limited to, Act of God, explosion, flood, tempest, fire or accident war or threat of war, sabotage, insurrection, civil disturbance, pandemic or epidemics or requisition; Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; Import or export regulations or embargoes; interruption of traffic, strikes lock-outs or other industrial actions or trade disputes (whether involving employees of Primedoko or of a third party); interruption of production or operation, difficulties in obtaining raw materials labor, fuel, parts or machinery; power failure or breakdown in machinery.

16.2.    Primedoko may, at its option, fully or partially suspend delivery/performance while such circumstances continue  and Primedoko shall not be liable for any loss or damage suffered by the Vendor as a result of such suspension, including but not limited to from the Vendor’s failure to fulfill any Contract with a Customer.

17.       DURATION & TERMINATION

17.1.                                   This agreement remains valid for one year extendable by tacit agreement until one of the parties terminates it.

17.2.                                   The Vendor may terminate this agreement by means of thirty (30) Days’ notice by registered letter or email with acknowledgement of receipt from Primedoko.

17.3.                                   On or at any time after the occurrence of any of the events of default in Clause 17.4 below, Primedoko shall, in addition to any rights or remedies it may have in law, in equity, be entitled to terminate this agreement with immediate effect by written notice to the Vendor.

17.4.                                   The following shall constitute events of default:

i.                            the Vendor being in breach of any warranty or representation under this agreement or any Contract;

ii.                             the Vendor being in breach of any obligation under this agreement or any Contract and failing to remedy the same on or before seven (7) Business Days from receipt of a written notice from Primedoko of such breach;

iii.                               the Vendor passing a resolution for its winding up or a court of competent jurisdiction making an order for the Vendor’s winding up or dissolution;

iv.                              the making of an administration order in relation to the Vendor or the appointment of a receiver over or an encumbrance taking possession of or selling any of the Vendor’s assets;

v.                             the Vendor making an arrangement or settlement with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors;

vi.                              the Vendor ceasing or threatening to cease to carry on business; or

vii.                                Primedoko reasonably apprehends that any of the events mentioned above is about to occur in relation to the Vendor and notifies the Vendor accordingly.

17.5.                                   The termination of this agreement shall not terminate any Contracts already entered into and the Vendor shall be obliged to perform all Contracts entered into with Customers.

17.6.                                   The Parties will settle all outstanding liabilities on termination of this agreement.

18.       ASSIGNMENT

18.1.                                   The Vendor may not assign this agreement or any Contract, or any part hereof, or any money due hereunder, without the prior written consent of Primedoko. If consent is granted, any such assignment by the Vendor shall not increase or alter Primedoko’s obligations nor diminish the rights of Primedoko, nor relieve the Vendor of any of its obligations under this agreement or any Contract.

18.2.                                   Primedoko reserves the right to assign this agreement, in whole or in part, to any party, including Primedoko’s affiliates.

18.3.                                   The Vendors shall give Primedoko prompt written notice of any change in its ownership or organization, and changes in the manufacture or production of the Products provided hereunder.

19.         NOTICES

All notices and other communication under this Agreement shall be in writing, in English language and shall be caused to be delivered by hand or sent by email or courier in each case to the addresses as set out at the beginning of this Agreement.

20.       RELATIONSHIP OF THE PARTIES

Nothing in this agreement will create any partnership, joint venture, franchise, sales representative or employment relationship between the Parties or impose any liability on Primedoko in relation to the Vendor beyond that specifically expressed in this agreement.

21.       MODIFICATIONS

21.1.                                   The Vendor acknowledges and agrees that Primedoko may at its sole discretion modify, amend or change any of the General Terms and Platform Policies and such modified, amended or changed General Terms and Platform Policies shall come into force and be binding on the Vendor upon the posting of such changes on Vendor Center or on the Platform, and the Vendor is responsible for reviewing these locations and informing itself of all applicable changes or notices. The Vendor should refer regularly to Vendor Center to review the current agreement (including the Platform Policies). Primedoko will inform the Vendor of any modification via email. The Vendor’s continued access

and use of the Platform and Vendor Center after posting of any changes by Primedoko shall constitute its acceptance of such changes or modifications.

21.2.                                   The Vendor will then have fourteen (14) days to accept any and all modifications or communicate disagreement via the Vendor Center or via Email. If there is no response from the Vendor, it will count as an agreement on the Vendors part.

22.       MISCELLANEOUS

22.1.    Any typographical clerical or other error or omission in any acceptance, invoice or other document on the part of Primedoko shall be subject to correction without any liability on the part of Primedoko.

22.2.    No waiver by Primedoko of any breach of this agreement by the Vendor shall be considered as a waiver of any subsequent breach of the same or any other provision.

22.3.    If any provision of this agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this agreement and the remainder of the provision in question shall not be affected thereby.

22.4.    No person who is not a party to this agreement (including any employee, officer, agent, representative or sub- contractor of either party) shall have any right to enforce any terms of this agreement which expressly or by implication confers a benefit on that person without the express prior agreement in writing of the Parties.

22.5.    Primedoko shall be entitled to commence legal proceedings for the purposes of protecting its confidential information or any exclusivity rights, as contained in this agreement, by means of injunctive or other equitable relief.

23.       FULFILMENT MODEL

The Vendor has a choice of Fulfillment Model (Dropship). When creating an account on Vendor Center, the Vendor is by default operating on Dropship.

24.    DROPSHIP

24.1.                            Inventory Treatment:

a)                   The Vendor is obliged to maintain inventory of all Products featured on the Platform and update its true inventory through the Vendor Center on a daily basis.

b)                  In the event that the Vendor reasonably anticipates that any Products sold on the Platform may go out of stock, it shall immediately update the inventory information in the Vendor Center.

c)                   If an out of stock Product is shown as in stock on the Platform due to the Vendor’s inability to update the correct inventory information for that Product on the Vendor Center and a Customer places an order for the Product, the order may be cancelled and the Vendor may be penalized for breaching Platform Policies.

24.2.                            Order Processing and Packaging:

a)                   Upon receipt of an order for the purchase of Products, Primedoko shall forward the order and furnish the Vendor with details relating to the ordered Product(s) via the Vendor center, including the Vendor’s product or bar code relating to the Product(s) and any other details required to fulfill the order - as provided by the Customer. Order Status on the Vendor Center will be depicted as Pending and is a confirmation of an order placed by a Customer.

b)                  Upon receipt of information under Clause 2.a) above, the Vendor shall be obliged to process and package each order such that any and all sold Products shall have a Handling Time as defined by the Vendors ranking. In case of any delay, either materialized or foreseen, the Vendor shall immediately inform Primedoko via email at seller@primedoko.com

c)                   The Vendor is responsible to bear all costs for packing the Product(s) and is obliged to follow the Packaging guidelines provided in the training. Failure to do so will result in cancellation of orders by Primedoko and further penalties and/or delisting. All related costs of this cancellation will be borne by the Vendor. Failure to do so will

result in cancellation of orders by Primedoko and further penalties and/or delisting. All related costs of this cancellation will be borne by the Vendor.

d)                  Packaging materials to be used are prescribed within the vendor training program. The Vendor must print and pack the invoice, shipping label and returns form generated via the Vendor Center with the shipment package.

24.3.                            Shipping and Order Fulfillment:

a)                   Vendor shall remain the sole and undisputed owner of the sold product(s) until it is successfully delivered to the customer, at which point title and ownership shall be transferred to the customer. In case any product is returned or rejected by a customer, the title and ownership of the product shall, immediately upon return or rejection, revert to the vendor who shall be the sole and undisputed owner of the product. Title and ownership of the products shall never pass to Primedoko.

b)                  The Vendor acknowledges and agrees that:

·          Neither the 3PL nor Primedoko shall be liable for any loss including but not limited to taxes and duties levied on the consignment arising due to confiscation of shipments by any government agencies due to lack of proper documents.

·          The 3PL and Primedoko shall have the right but not the obligation, to inspect any shipment without prior intimation to the Vendor for checking the contents. The Vendor is responsible for ensuring the correct Product(s) are sent to Customers.

·          All parcels shall be accompanied by the respective forms as prescribed by law to meet the requirements of any governmental authority.

·          No package will be handed over to 3PL or Primedoko Hub if the order / item status is marked as "cancelled" on Vendor Center prior to its shipment.

·          The Vendor acknowledges that Primedoko shall not be liable to pay for any payment(s) of any cancelled packages to the Customer.

·          For avoidance of doubt continuous abuse of this policy shall result in the Vendor’s shop being delisted by Primedoko.

24.4.                            Cancellations, Rejections, Returns and Refunds:

a)                   The Vendor agrees that a Customer may cancel an order for any Product in any category before it has been shipped to the Customer.

b)                  The Vendor authorizes Primedoko to provide the Customer with a refund where the Customer has pre-paid for the Product and he/she cancels the order before it has been shipped or the Product is rejected and/or the Product is returned.

c)                   Where for any reason whatsoever, any Product in any category cannot be delivered to the Customer (“Rejected Product”), Primedoko may, at its discretion, charge the entire cost of shipping the Product to the Vendor.

d)                  Unless stated otherwise in the Return Policy in relation to any particular category of Products, the Vendor will accept returns of Products in the following cases:

·         Defective/Damaged Product

·         Incorrect Product

·         Incomplete Product

·         The Customer changes his/her mind or no longer needs the product (applicable for certain categories only) Under the following conditions

·         The product is unused, unworn, unwashed and without any flaws.

·         The product includes the original tags, user manual, warranty cards, freebies and accessories.

·         The product is returned in the original and undamaged manufacturer packaging / box.