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ACEINLET.COM, THE MARKETPLACE SERVICE AGREEMENT

TERMS AND CONDITIONS

This document of this agreement is an electronic record in terms of Information Technology Act, 2000 together with all its alterations and regulations made there under as pertinent and the altered provisions related to electronic records in different acts as amended by the Information Technology Act, 2000. This electronic record is a computer system generated document and therefore does not require any physical or digital signatures.

This Aceinlet.com, the Marketplace Services Agreement (hereinafter referred to as “Agreement”) is made on the day of your acceptance of this Agreement from your designated electronic mail address or in any other form of electronic record including, if applicable or provided, clicking on the check box or “I Agree” / “Accept” button or by any other means which construe your acceptance of this Agreement (“Execution Date”) by and between

You, the details of which are given by you on the website on which this Agreement appears, a natural or juristic person competent to enter into valid and legally binding contract under applicable Indian laws inter alia, a person of legally sound mind, not adjudicated bankrupt and equal to or more than 18 years of age on the Execution Date. If You are a juristic person then the person accepting this Agreement represents that such person is duly authorized by You to bind You to this Agreement and the designated electronic mail address is valid and subsisting and allotted by You to such person (hereinafter referred to as “Merchant” which expression shall unless repugnant to the context and meaning thereof, include its heirs, legal representatives, successors, liquidators, receivers, administrators and permitted assigns), of One Part;

And

Arha Retail Place Private Limited (OPC), a Company incorporated under the provisions of the Indian Companies Act, 1956 and having its registered office in Hyderabad, Telangana State (hereinafter referred to as “Service Provider” which expression shall unless repugnant to the context and meaning thereof, include its successors, liquidators and assigns), of Other Part.

Merchant and Service Provider hereinafter are, wherever the context so requires, independently termed as “Party” and collectively as “Parties”.

Whereas,

1. Merchant is inter alia occupied in the commerce of budding and/or manufacturing and/or selling a variety of goods and related services in the Territory (“Commerce”);

2. Service Provider is inter alia in the commerce of budding and operating e-Commerce business for self-determining third party retailers, manufacturers and sellers, and for those entities / persons, make available Service Provider’s proprietary technology, website design and development capabilities, order processing capabilities, customer service capabilities, fulfillment capabilities and centralized inventory if required, invoicing and payment management, logistic management like pickup and delivery of consignments arrangement to enable those entities / persons to offer e-commerce / marketplace to their customers and such services comprise Platform Services (as defined herein below) and Transaction Support Services (as defined herein below) (“Service Provider Business”);

3. Merchant or Vendor ( Seller ) has approached Service Provider to avail Service Provider Business for the purpose of Merchant’s Business, and Service Provider has agreed to make available Service Provider Business to Merchant;

4. Service Provider has made and is in the process of making considerable efforts both in investment and expertise to establish its business budding among consumers, merchants & its business partners in order to create strong trust and an e-tail image for the Marketplace Platform, the aceinlet.com where consumer and seller’s wants are satisfied by the exchange of goods and services for an affordable consideration at the tip of their fingers.;

5. Both the parties aware of that overall success of the Business Platform, its business partners, associates and affiliates depends on the users of the Platform and recognize that the trust systems of quality, price, delivery and after sale service in Marketplace are in place and functioning well for someone to buy and sell goods and services;

6. Both the Parties wish to enter into this Agreement to document and record their mutual understandings and Agreements in the context of the terms and conditions on which Service Provider shall make available Service Provider Business to Merchant and Merchant shall avail Service Provider Business;

7. These recital shall form part of the Agreement.

Now therefore, in consideration of the mutual promises and other consideration, the satisfactoriness of which is acknowledged, the Parties, intending to be legally bound, agree as follows:

In line to sell items in The Marketplace on aceinlet.com (the “Website”), you must agree to the marketplace seller agreement drawn below, which includes our privacy policy and any other terms and conditions on the Site.
By listing an item for sale or purchasing an item on the Website, you agree to be bound by all terms and conditions of this marketplace agreement.

The Website is operated by Arha Retail Place Private Ltd, which reserves the right to make changes to this marketplace seller agreement at any time. Changes to this marketplace seller agreement are effective when the changes are posted to the Site. Continuing to sell items in our marketplace will constitute your agreement to the new marketplace seller agreement. It is your responsibility to review the changes and decide if you want to continue to use our marketplace. Changes to the marketplace seller agreement may occur without notice to you.

This Agreement is effective as of latest of (i) the date Seller registers for the Websites via the Portal ( aceinlet.com) or otherwise this agreement becomes acceptable to you once you submit your seller / vendor account and on the portal.

Capitalized terms not defined in this Agreement will have the meanings given to them in Appendix A.

1) ACEINLET’S RESPONSIBILITIES.

1.1. Websites Hosting and Maintenance.

Aceinlet will reasonably provide Seller with the required access to the Website as a platform for Seller to post Merchandise Listings and facilitate the sale of Seller's Merchandise to Users. Aceinlet will be responsible for all operating functions of the Websites. Aceinlet may, in its sole discretion, (i) ask Users to rate and/or provide comments regarding Merchandise and/or Seller's performance, using any metrics determined by Aceinlet in its sole discretion, and (ii) post any resulting ratings and/or comments on the Websites for public display.

1.2. User Orders and Payment.

Aceinlet will reasonably process User Orders (as defined in Section II.C.1) and collect all amounts due from Users for Merchandise ordered from Seller through the Websites. Within fifteen (15) days thereafter, Aceinlet will remit such amounts, less any amounts owed to Aceinlet by Seller, by electronic funds transfer to the bank account identified by Seller in its agreement.

1.3. Eligibility Requirement.

Listing items for sale in the Aceinlet’s Marketplace is limited to parties that can lawfully enter into a contract. Minors are not allowed to buy or sell on our marketplace. To list items for sale you must supply your name, address, phone number, email address, bank account info for payment and agree to the marketplace agreement in total. We request bank account information primarily for identity and security reasons. By providing a bank account you are also authorizing us to charge it to settle your account in the event that the amount due exceeds your available balance. Please note that the bank account you have identified must be valid in order for you to be paid for your sales. If for any reason it is invalid at the time we try to disburse funds to you, your disbursement will be delayed until you update the information.

1.4. Payment Gateway Contracts.

Service Provider to reasonably maintain appropriate agreement with payment gateway providers and shall conform with the applicable laws.

1.5. Marketplace Technology.

Service Provider shall ensure that it has or procures adequate technology as necessary to maintain the Marketplace platform and carry out the Service Provider Business under this accord.

2) SELLER’S RESPONSIBILITIES.

2.1. Enrollment; Account Setup / Activation.

Seller must login with an existing account or complete the Website registration process to create an account with a user name and password (the “Account”) in order to make full use of selling on the marketplace. Sellers must not share their password with anyone. Seller must always provide accurate, current and complete information , and you must update such information in a timely manner to maintain its accuracy and completeness. Seller will not use or incorporate any Aceinlet Mark, in whole or in part, in Seller's account name or any other User-facing identification. Any use of the Website through your Account will be deemed as being used by you. Seller acknowledges and agrees to be strictly liable for all uses or actions occurring through the Seller's Account. Aceinlet is entitled to rely on the contact and other information that is supplied to us through your Account. Your Account is non-transferable and non-assignable.

2.2. Merchandise Listings.

Seller will create Merchandise Listings via the DASH BOARD allocated to the Seller by the Aceinlet’s website at the backend for all Merchandise it intends to sell on the Website. All Merchandise Listings will comply with the specifications and policies posted in the Portal, and such Merchandise Listings will not use or incorporate any Aceinlet Marks. Seller is responsible for promptly updating its Merchandise Listing(s) to ensure the Merchandise Listing and inventories are at all times accurate. Seller will not list any Merchandise it does not currently have in stock. Sellers shall manage and maintain sufficient supply of the Products which the Merchant lists and offers to sell to the buyer. Seller acknowledges that failure to abide by the terms of this Agreement may subject Seller to penalties and legal liability, and that Aceinlet may reject, remove or censor any Merchandise Listing for any reason, in Aceinlet's sole discretion.

2.2.1. Merchandise Pricing,

Seller is responsible to establish prices for its Merchandise. Seller will enter pricing via the Allocated Dash Board, unless another method is approved in writing by Aceinlet. Sale Price is active and unstable and may vary at different occasions and during sale and the Merchant reserves the right to change or modify the Sale Price of the Product at any time prior to the same is bought by the End User on the platform, ACEINLET.COM. Merchant’s Sale Price which shall be inclusive of all taxes, duties, levies, packaging, shipping, documentation, insurance charges and all other charges until & otherwise indicated as extra like shipping charges. Any other charges shall be inducted as applicable from time to time. The Sale Price shall be in compliance with all applicable laws and shall not be more than the maximum retail price indicated or printed on the Products.

2.2.1.1. Most Favorable, Best Pricing or Equivalent Pricing. Seller will maintain parity between the Merchandise and identical merchandise offered through Seller's other sales distribution channels, including Seller's own website(s) or any third-party website(s). For avoidance of doubt, the term 'parity' as used herein means that sales prices, product quality (including quality assurances), and shipping and handling charges associated with a Merchandise Listing (including any 'low price' guarantees, rebates, free or discounted shipping and handling, or other benefits) are equivalent to those associated with identical Merchandise offered by Seller on the Websites.

2.2.1.2. Seller Pricing Errors. If Seller uploads or otherwise provides incorrect pricing information to a Merchandise Listing (a “Seller Pricing Error”), Aceinlet may, at Seller's expense, take any commercially reasonable action necessary to avoid and/or repair harm to Aceinlet due to the Seller Pricing Error. Such action may include requiring Seller to honor all Merchandise purchases occurring due to Seller Pricing Errors and compensating Users for any inconvenience caused by such errors. Seller will also reimburse Aceinlet for all costs Aceinlet incurs directly as a result of Seller Pricing Errors.

2.2.2. After Sales Service. Merchant shall undertake all the necessary after sales services to all his or her buyers or customers of marketplace, the aceinlet.com in addition to the conditions of warranty / guarantee / replacement services of the Products sold.

2.2.3. Prohibited Merchandise. Unless otherwise expressly permitted in writing by Aceinlet, Seller will not promote, offer for sale, or provide Aceinlet with Merchandise Listings that (a) contain any Prohibited Merchandise, (b) promote or engage in any deceptive trade practice (including spoofing, slamming, cramming, phishing, attempting to scam or defraud a User into surrendering private and/or personal information); or (c) promote or engage in any other illegal activity.

Sellers cannot list or sell items that: infringe upon intellectual property rights or are illegal, fake, counterfeit, or stolen. Items listed for sale must be listed on the correct item page and an accurate description of the products description must be given. The accounts of sellers may be limited in a matter that allows them to make a certain amount of transactions within a given time at the sole discretion of Aceinlet. Marketplace transactions must take place between two different individuals, organizations or entities. Aceinlet reserves the right to refuse service to anyone at any time for any reason.


Aceinlet determines which products to offer for sale in the marketplace. Products may be added or removed at any time without notice. Changes to the item detail pages of a product can also take place without notice. The way listings appear in the marketplace may change without notice to users of the marketplace.


Sellers are required to sell items at the price they listed to customers that meet the seller’s terms. By listing an item in our marketplace you agree that you have the right to sell the item, the item is in your possession and that your description provided in your listing is complete and accurate. Sellers are not allowed to drop ship or sell items they do not physically possess. Sellers are required to ship an order by the provided ship date and follow the Aceinlet Shipping Guidelines. Failure to ship by the provided date or follow the Aceinlet Shipping Guidelines may be grounds for termination of your Account.

2.2.4. Permits and Licenses. Seller will, at its own expense, obtain all permits and licenses required to operate its business in accordance with Applicable Law, and will pay and discharge all applicable taxes and assessments which may be due for selling or offering of its Merchandise for sale on or through the Website.

2.2.5. Taxes. It is Seller's responsibility to determine the states in which it has an obligation to collect and remit state and local sales and use taxes (“Taxes”) in all applicable transactions. It is Seller responsibility to sell goods and services in accordance with the taxation rules and regulations of the Republic of India, without any compromise. Aceinlet will not be held responsible for the collection or lack of collection of any taxes by the sellers and other service providers on its marketplace. Aceinlet is not responsible for determining when tax should be charged. In a situation, if taxing authority requires Aceinlet to pay any of Seller's taxes, Aceinlet may pay accordingly if funds of the seller is available with Aceinlet. Seller acknowledges and agrees that tax-related data is provided through Aceinlet's third-party service provider(s) (“Providers”). While Providers will use reasonable efforts to ensure that the tax data is current and accurate, Seller acknowledges and agrees that Aceinlet and its Providers do not provide tax advice, and that Seller is solely responsible for determining the applicability and accuracy of any tax data. As a condition of receiving the tax data, Seller agrees to fully and forever waive any Liabilities against the Aceinlet’s Parties and the Provider Parties arising from Seller's use of and reliance on such tax data and further agrees to defend, indemnify and hold the Aceinlet’s Parties and the Provider Parties harmless from Liabilities arising from such use or reliance.

Service Provider should be additionally charge service tax or any other indirect or transaction taxes as applicable on one or more of the Service Provider Business and Service Fees.

2.3. Shipping. The pickup and delivery of the consignment will be handled by aceinlet’s shipping associate. Seller is responsible for all aspects of consignment, including providing adequate packaging, tagging, labeling and packing of the Merchandise in compliance with the Seller Specifications and Applicable Law, unless and until it is notified by the authorized person of the marketplace in writing for any such changes.

2.3.1. Process. When Seller receives notice of an order from a User (a “User Order”) at the e-mail address specified by Seller in the Portal, Seller will process and fulfill the User Order in compliance with the Shipping and Delivery Policy as stipulated by aceinlet.com, and will make the Merchandise requested in a User Order («Requested Merchandise») available for pick up by an authorized shipping or courier service provider to deliver to the applicable User. Seller will not substitute any item(s) for the Requested Merchandise. Title to and risk of loss of and/or damage to the Requested Merchandise will remain with Seller until delivery to the User. Aceinlet will not have title to, or deemed the legal owner of, any Merchandise at any time under the terms of this Agreement. Seller may not include any marketing, promotional materials, or any other solicitations with the Requested Merchandise shipped to Users.

2.3.2. Overdue Orders. Aceinlet may cancel any User Order that fails for any reason to ship within the applicable shipping period indicated in the Seller Specifications, and Aceinlet will have no duty to compensate. Seller for any such cancelled orders. It is Seller's responsibility to monitor all orders and ensure all shipments are made within the timeframes indicated in the Seller Specifications or Marketplace Shipping Guidelines.

2.3.3. Shipping Expectations. All orders should be shipped to the customers within 48hrs. All orders must reach the Buyer within the quoted time frame of 6-8 business days (standard shipping) and 3-4 business days (expedited shipping) based on the location. Failure to provide shipment notification within 4 days may cause your transaction and any associated payment to be cancelled at our sole discretion. Please carefully read our Shipping Guidelines. As part of the Seller Agreement you are contracted to adhere to, it is your responsibility to deliver the items contained within an order to the Buyer and you waive your ability to win any disputes if the customer says the package did not arrive due to not having Delivery Confirmation or Tracking. The Seller waives the ability to win any disputes if the customer says the package did not arrive should they choose not to follow the Shipping Guidelines.

2.3.4. Delivery Errors, Non-conformities. Seller is responsible for any non-delivery, delivery error, mistake, theft or act in connection with the fulfillment and delivery of its Merchandise, except to the extent caused by Aceinlet's failure to properly process a User's address verification in the course of the purchase of the Merchandise.

2.3.5. Additional Delivery Services; “White Glove” Service or Delivery. With the written consent of Aceinlet, Seller may provide more extensive shipping services, such as delivery within the home or User premises, and/or installation services for Merchandise sold pursuant to this Agreement. In such case, Seller (a) will maintain general liability insurance, vehicle insurance, and worker's compensation insurance in such amounts set forth in the Marketplace Vendor Info Direct ( VID ) and (b) will not permit any of its Personnel or subcontractors to enter the premises or residences of Users until they have been examined & have passed the drug testing and background check requirements specified in the Marketplace Vendor Info Direct.

2.4. User Service Issues. Seller will resolve all User service issues arising from, or in connection with Seller's promotion, sale, order fulfillment and/or delivery of Merchandise. Aceinlet will direct Users who to contact it with service issues related to Merchandise sold pursuant to this Agreement to contact Seller via the contact information that Seller has provided in the Sales “Invoice”. If Seller fails to respond to User service issues, or requests from Aceinlet related to same, Aceinlet may take any actions necessary to ensure compliance, up to and including suspending Seller's access to their Account. In the event that Aceinlet believes in its sole discretion that a transaction represents fraudulent activity, Aceinlet may, but is not obligated to, prohibit the transaction. Aceinlet will not be liable to Seller for any such action results in or prevents a User from completing an order or causes a User to cancel an order.

2.5. Charge backs. If Aceinlet notifies Seller of a User chargeback or chargebacks received due to non-delivery, or other dispute related to Seller's transactions, Seller must present Aceinlet with all information requested in the chargeback notification within five (5) business days of receiving notice. If Seller fails to comply with Aceinlet's request, Seller will reimburse Aceinlet for the User chargeback(s) in accordance with the settlement and payment terms herein.

2.6. Seller Marketing; Restrictions; Prohibition on use of User Information. Seller (or any of its affiliates or related parties) may not directly or indirectly disclose or use any User information or other transaction information, except as necessary to fulfill its fulfillment and customer service obligations under this Agreement. Seller may not use any User information for any of its own marketing or promotional activities. To the extent Seller obtains User information outside of its relationship with Aceinlet or the Websites, the terms of this section will not prevent Sellers from using such User information, provided that Seller may not explicitly target Users on the basis of their purchases or presence on the Websites.

2.7. Refunds; Returned Merchandise. Seller will submit a return policy (the “Seller Return Policy”) using the form provided on the Portal. The Seller Return Policy must (i) apply to all Merchandise, (ii) outline the process for Users to return the Merchandise directly to Seller, and (iii) be at least as accommodating to User returns as the Aceinlet Return Policy. Seller agrees to honor all User returns in accordance with the Seller Return Policy published at the time of the User's purchase of Merchandise. For all of your products you will accept and process returns, refunds and adjustments in accordance with this marketplace seller agreement and the Aceinlet Refund and Returns Policy published on the Site at the time of the applicable order, and we may inform customers that these policies apply to your products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to buyers in connection with Aceinlet marketplace purchases, using functionality we enable for your account, and will route all such payments through Aceinlet. We will provide any such payments to the buyers (which may be in the same payment form originally used to purchase your product), and you will reimburse us for all amounts so paid. We may offset such payments against any amounts to be remitted or paid by Aceinlet to seller under this marketplace agreement or seek reimbursement from seller via any of the means authorized under this marketplace agreement. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Aceinlet Refund and Returns Policy and as required by law, and in no case later than thirty (30) days after the obligation arises.

2.8. Recalled Merchandise; Defective Merchandise. Seller will immediately notify Aceinlet of any recalls affecting the Merchandise it has listed on Aceinlet, the Marketplace. Notwithstanding the foregoing Seller is responsible for all defective or recalled Merchandise, including any costs associated with recalls of its Merchandise, all liability related to its Merchandise (regardless of whether such Merchandise is defective), and will bear all costs associated in notifying Users and handling such recalls of its Merchandise.

3.ACCESS OF SELLER’S BUSINESS PLACE. As and when required the Seller shall provide necessary access to the Service Provider to inspect the warehouse, manufacturing facilities or other facilities and offices of the Merchant in order to ensure Merchant is able to comply with its sales obligations to the buyer or customer. Merchant acknowledges and agrees that this ingress, regress and inspection rights of the Service Provider is to ensure the goodwill of the Platform, Platform Services and Brand Name and to provide good user experience to the buyer or customer and to further ensure a success for all.

4. TRAINING. Merchants shall ensure to employs sufficient staff to meet and fulfill the requirements of this Agreement and to sell, deliver and service the Products sold to the Customers using ARPPL Platform Services. Further, merchant shall ensure that Merchant’s staff shall take part in the applicable training programs as and when organized at the place that is convenient to the service provider or approved by the Service Provider from time to time. Alternatively, the training can also be in the form of electronic manuals which will be decided from time to time as per the management directives which would be final.

5) FEES AND COMMISSIONS.

5.1. Commissions. Seller will pay commissions to Aceinlet according to the “Commission Rate Card or Schedule” after you having confirmed this agreement and let know us your categories of interest. Any revised Commission rates are effective as of the date communicated via mail or posting in portal. Service Fees for any additional services shall be as set out in the respective terms & policies.

5.2. Monthly Subscription Fee. Sellers are not charged with any monthly subscription fee unless and until notified electronically in the service provider portal or in the vendor info direct or through some electronic notification. Any such fee will be effective and applicable as of the date posted & seller agrees to pay accordingly.

5.3. Payment Collection Fee. Seller shall pay Rs-25 or 3.5% (whichever is higher) to Aceinlet of transaction, as payment collection fees.

5.4. Right of Recoupment and Set-off. Aceinlet and Seller acknowledge and agree that Aceinlet has the right to recoup or set-off any payments owed to Aceinlet by the amount of if any Monthly Subscription Fees, commission payments, Seller obligations owed according to the defense and indemnity terms herein, and any other monetary obligations owing by Seller to Aceinlet. Any remaining outstanding funds due to Aceinlet after recoupment or set-off will be paid by Seller promptly upon demand by Aceinlet. Aceinlet may obtain reimbursement of any amounts owed by Seller to Aceinlet by deducting from future payments owed to Seller, reversing any credits to Seller's account, charging Seller's credit card, or seeking such reimbursement from Seller by any other lawful means. Seller hereby authorizes Aceinlet to use any or all of the foregoing methods to seek reimbursement, including the debiting of Seller credit card or bank account.

5.5. Shipping, Documentation Fee & Insurance Cover. Merchant or seller agrees to pay the charges as per the rate card provided or published separately as “AI Shipping Charges” or AI Shipping Rates under the heading “Sell With Us” along with this agreement.

5.6. Breach of Agreement. Failure to pay any fee / charges or commissions will be a breach of this Agreement, and as a result leads to removal of Merchandise Listings and/or suspension of access to the Portal.

6. LOGISTICS AND CONSUMER RIGHTS:

6.1. All Rights of the products will automatically move to the Buyer after successfully delivered to the buyer itself, until which the rights of the product shall be with the Seller only. To conduct successful operations, Aceinlet will extend its services to Sellers by authorizing its logistic partner to smoothen the progress of the pickup and delivery of the consignment contract between the Seller and Buyer. Any damage in transit on account of inadequate / unsuitable wrapping & packing will be to the account of Seller. And on account of mishandling by the logistic partner, Aceinlet will help to recovery from logistic partner. All orders placed on aceinlet.com will be under “Insurance Cover” arranged by our logistic partner. Seller agrees to fulfill the commitments made and captioned additionally in this agreement.

6.2. The Seller hereby agrees to accept all consignment returns of COD (Cash on Delivery) sale or Non COD (Non- Cash on Delivery) sale, which are rejected or not acknowledged by the Buyer at that point of delivery.

6.3. Wherever applicable, the manufacturer’s or seller’s warranty on the products will be offered by the Seller. Nevertheless, the Parties agree that the repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage, Seller should issue the necessary warranty card to the Buyer along with the product sold. Furthermore, both parties agree and acknowledge that the key and sole accountability for redressal of Buyer complaints will rest solely with the Seller at all times.

7) INTELLECTUAL PROPERTY.

7.1. Grant of License by Aceinlet. Aceinlet hereby grants to Seller a non-exclusive, revocable, non-transferable license to promote and sell Merchandise on or through the Websites to Users, subject to the terms of this Agreement.

7.2. Grant of License by Seller. Seller hereby grants to Aceinlet a royalty-free, non-exclusive, irrevocable, perpetual, worldwide, royalty-free, right to use and to reproduce, modify, display, distribute, perform, re-format, create derivative works of or otherwise commercially or non-commercially exploit in any manner the Seller Content and Merchandise Listings with the right to sublicense such rights through multiple tiers; provided however that Aceinlet will not alter any Seller Marks from the forms provided by Seller except to the extent necessary for presentation, so long as the relative proportions of the marks remain the same; provided further than nothing in this Agreement will restrict Aceinlet's right to use the Seller Content to the extent such use is allowable without a license from Seller under Applicable Law.

7.3. Intellectual Property Rights. All right, title and interest in and to the Websites, and all data collected or stored in connection with the Websites and any other Aceinlet or Arha Retail Place Pvt. Ltd. websites, any of their affiliates' websites, Local Marketplace, and any other service or website associated with the foregoing, including mobile sites or microsites, and all IP Rights associated with any of the foregoing, will at all times remain the exclusive property of Aceinlet, and except as expressly provided herein, nothing will be construed as conferring on Seller any license to Aceinlet's IP Rights, whether by estoppel, implication or otherwise. If Seller is deemed to have any ownership interest or rights in any of the foregoing, or any part thereof, then Seller will assign, and Seller does hereby assign, all of such ownership interest and rights to Aceinlet, including all Seller IP Rights therein. All rights not expressly granted herein are reserved to Aceinlet.

7.4. Ownership of Content. Aceinlet and Seller each agree and acknowledge that, as between Aceinlet and Seller, Seller owns all Seller Content and Seller Marks, subject to the License granted herein.

8) RIGHTS, TERM AND TERMINATION.

8.1. Rights. Aceinlet reserves the right to monitor user accounts to determine if policies or laws are being broken. Aceinlet reserves the right to remove or edit any content supplied by users. Any illegal or fraudulent activity may be reported to law enforcement or other third parties. Upon termination, seller must pay ACEINLET any fees that were incurred prior to the effective date of termination, and any pending transactions will be canceled.

8.2. Term. The term of this Agreement will commence on the Effective Date, and will continue in effect until such time as revised by Aceinlet, or terminated by either Party in accordance with the notice and termination requirements set forth below (the “Termination”).

8.3. Termination.

8.3.1 This Agreement shall commence on the Effective Date and shall be valid until termination. (“Term”).

8.3.2 Either party shall have the right to terminate this Agreement with or without any cause by notifying the other party as laid down in this agreement and as a result of the termination, all the rights and responsibilities of parties will expire except all those paragraphs which are mandatory under termination act will survive even after termination without any extra commitment or legal responsibility to each other. Seller will process and fulfill all open orders until the termination is effective.

8.3.3 Either party shall have a right to end this Agreement or any Commercial Terms thereto upon any material breach of this Agreement by the other Party provided that where in the reasonable opinion of the non-breaching Party, such breach is capable of cure, the non-breaching Party shall not terminate this Agreement / any Commercial Terms thereto without providing the breaching Party a cure period of [thirty (30) days] to cure such breach and provide the non-breaching Party with necessary documents satisfactorily evidencing cure of such breach.

8.3.4 Service Provider shall have the right to terminate this Agreement upon happening of any liquidation event in relation to Merchant. It is simplified that an insolvency event in relation to Merchant shall be considered to have occurred upon occurrence of any of the points as below:

8.3.4.1. Merchant has ceased to carry on or threatens to cease the Business; or

8.3.4.2. Merchant has passed an effective resolution or a binding order has been made for its winding up except under a scheme of amalgamation; or

8.3.4.3. Merchant has become insolvent or has entered into liquidation (unless such liquidation is for the purposes of a fully solvent reorganization); or

8.3.4.4. Merchant has entered into, or taken steps to enter into, administration, administrative receivership, receivership, a voluntary arrangement, a scheme of arrangement with creditors, any analogous or similar procedure in any jurisdiction or any other form of procedure relating to insolvency, reorganization or dissolution in any jurisdiction, or a petition is presented or other step is taken by any person with a view to any of those things.

8.4. Survival. Any termination of this Agreement will be without prejudice to the rights of either Party against the other in respect of any antecedent claim or breach of any of the provisions of this Agreement. Any obligations of the Parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or User services obligation in connection with the sale of Merchandise hereunder, will survive termination of this Agreement.

9) REPRESENTATIONS AND WARRANTIES.

9.1. Mutual. Each Party represents and warrants that: it has the authority to enter into the Agreement and to perform the acts required of it; and the execution of this Agreement by each Party, and the performance by such Party of its obligations and duties, does not and will not violate any other agreement to which such Party is otherwise bound.

9.2. Seller. Seller further represents and warrants that:

9.2.1. The Seller Listings and all information and Seller Content provided to Aceinlet is accurate, complete, current, and is not misleading or deceptive in any manner;

9.2.2. The publication, reproduction, display, modification, distribution or transmission of Seller Content or a Merchandise Listing does and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any intellectual property rights of third parties, including copyright, patent, trademark, trade secret, domain name, right of publicity, or confidentiality or other proprietary rights (b) contain defamatory or discriminatory content, (c) constitute an invasion of a party's rights of privacy or publicity; and/or (d) reflect unfavorably on Aceinlet, the Websites and/or other Sellers on the Websites;

9.2.3. Seller will at all times fully comply with Applicable Law, including applicable privacy laws;

9.2.4. Seller will include in Merchandise Listings all disclosures associated with the Merchandise as required by Applicable Law;

9.2.5. All Merchandise sold pursuant to this Agreement is not subject to any health, safety or product quality recall;

9.2.6. Seller will perform all of its obligations hereunder in a professional and commercially reasonable manner, in accordance with generally accepted industry standards;

9.2.7. Seller will maintain at a minimum such product liability insurance coverage limits, general liability, vehicle, and worker's compensation coverage limits as required by Applicable Law to operate its business as and when needed;

9.2.9. Merchant shall not print, emboss or else display any brand name, trade name, and trademark, service mark on the Product or Products, on the packing material and on the invoice, other than those displayed while making the sale offer on the marketplace.

9.2.10. Based on marketplace platform technology & its acceptability, the Service Provider & Merchant shall mutually decide the sequence of invoice numbers in relation to the Products sold to the End Customer(s) via Platform Services and such invoice number shall correspond to the books of accounts of the Merchant as maintained by the Merchant under applicable law. As a part of availing Transaction Support Services, the Merchant hereby empowers Service Provider and Service Provider Affiliates to issue the invoices / documents to End Customer on behalf of the Merchant for the sale of Merchant’s Listed Products subject to the type of fulfillment comes into existence where the merchant can’t handle to issue the invoices / documents. The service provider sends the respective invoice or invoices to the Merchant for him or her to download, print & combine with the respective shipment or shipments for necessary pickup & dispatch by the shipping associate of the service provider.

The relationship shall always remain as that of an independent contractor between the Merchant and Service Provider. Merchant recognizes and be in agreement that as per the advice of Merchant, the Service Provider if agreed shall mention in the invoice all the necessary details of the taxes, duties and other statutory levies applicable on the sale and delivery of the Product(s) to the End Customer and it shall be the duty and obligation of the Merchant to correctly and timely pay or deposit such taxes etc. to the appropriate government and shall indemnify, defend and hold harmless Service Provider, Service Provider Affiliates and their respective shareholders, directors, officers, employees, contractors and agents in the event Merchant defaults in making the payment of such taxes etc. Issuing invoice or invoices on behalf of Merchant does not mean that the service provider is responsible for all the issues related to the invoices. It is the sole responsibility of the Merchant as the invoice or invoices shall be issues as per the direction of the Merchant, & Merchant ensures to take corrective action for any errors before its being dispatched to avoid last minute rush and penalties.

9.2.11. Merchant shall provide all necessary assistance (at no additional direct cost to Service Provider) as may be required to assist Service Provider to carry out its commitments under this Agreement.

9.2.12. Merchant shall not make any demonstration or do any act which may be taken to specify that it has any right, title or interest in or to the Brand Name.

9.2.13. Merchant shall not do, cause or give permission to be done anything which will or may:

(i) impair, damage or be detrimental to the rights, reputation and goodwill associated with the Service Provider, its Affiliates, shareholders or directors and/or the Brand Name or Image;

(ii) bring the Brand Name / Image or the Platform into disrepute or any claim by third parties; or

(iii) may jeopardize or invalidate the Brand Name, Platform registration or any rights associated thereto;

9.2.14. Merchant shall not use or register anywhere in the world, the Brand Name or any other trade mark, trade name or domain name, except as authorized under this Agreement, which, in Service Provider’s reasonable opinion, is identical, improvement over, dilution of, combination involving or confusingly similar to, the Brand Name or, that constitutes any translation thereof into any language.

9.2.15. Merchant understands and acknowledges that the Brand Name and reputation of Service Provider is of utmost importance for its business and that the conduct of Merchant in the performance of this Agreement and otherwise would have material impact and bearing on such Brand Name and reputation of Service Provider. Further, Merchant recognizes and admits that the obligations and covenants placed on Merchant in this Section or elsewhere in the Agreement are essential for the maintenance of quality control and protection of Brand Name, and to ensure timely payments to Merchant. Accordingly, Merchant accepts that no hardship or onerous obligation is being placed on Merchant under this Agreement.

9.2.16.. All information or data uploaded or transmitted by or on behalf of Seller to the Portal, Websites, or any other Aceinlet website, application, or system, or to a User is free from any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Portal, Websites, any other Aceinlet website, application, or system. Seller will not use the Websites to violate the security of, or gain unauthorized access to, any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes to use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Websites, collect any information about other Users (including usernames and/or email addresses); or to reformat or frame any portion of the Websites), or use the Websites and/or any other Seller Content, intentionally or unintentionally, to violate any Applicable Law.

10) DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ACEINLET MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED WITH REGARD TO THE WEBSITES, ANY SERVICES, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH ANY LINKS THEREON, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE WEBSITES ARE PROVIDED BY ACEINLET ON AN "AS IS" AND “AS AVAILABLE” BASIS AND SELLER'S USE OF THE WEBSITE IS SOLELY AT SELLER'S OWN RISK. aceinlet DOES NOT WARRANT THAT SELLER'S USE OF THE WEBSITES WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, NOR DOES aceinlet MAKE ANY WARRANTY OR GUARANTEE WITH REGARD TO RESULTS THAT MAY BE OBTAINED BY USE OF THE WEBSITES, OR THE SALE OF ANY MERCHANDISE ITEMS BY SELLER TO USERS THEREON, OR ANY SERVICES PROVIDED BY ACEINLET TO SELLER IN CONNECTION THEREWITH, INCLUDING ANY WARRANTY WITH RESPECT ANY MERCHANDISE LISTING OR ANY RESULTS SELLER MAY OBTAIN UNDER THIS AGREEMENT. THE FUNCTIONALITY PROVIDED BY THE WEBSITES OR ACEINLET, OR ITS DESIGNEES' SERVERS IS NOT AN ARCHIVE; SELLER IS SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT ARCHIVAL AND BACKUP COPIES OF ALL INFORMATION, INCLUDING SELLER CONTENT PROVIDED TO ACEINLET. WE STRIVE TO PROVIDE OUR MARKETPLACE 24 HOURS A DAY 365 DAYS A YEAR, BUT WE DO NOT GUARANTY OUR MARKETPLACE WILL ALWAYS BE AVAILABLE. ACEINLET WILL NOT BE LIABLE FOR ANY LOSS DUE TO OUR MARKETPLACE NOT BEING AVAILABLE. ACEINLET WILL NOT BE LIABLE FOR ANY LOSS DUE TO ERRORS IN OUR SOFTWARE OR THE SOFTWARE OF OTHERS THAT WE USE TO COMPLETE THE ENTIRE PROCESS AND TRANSACTIONS OR WHATS SO EVER.

11) INDEMNITY / LIMITATION OF LIABILITY.

You will defend, indemnify and hold harmless Aceinlet and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this marketplace agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or the collection, payment or failure to collect or pay any taxes.

ACEINLET WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND OR NATURE WHATSOEVER ( INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS), INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS MARKETPLACE AGREEMENT, THE SITE, THE INABILITY TO USE THE SITE OR THE MARKETPLACE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO VIA THE SITE.

12) DEFENSE AND INDEMNIFICATION.

12.1. Obligation Seller will defend, and indemnify and hold harmless the Aceinlet Parties from and against all third-party Liabilities, whether actual or alleged (even though such allegations may be false, fraudulent or groundless), arising out of or relating to any of the following (collectively, the “Claims”): (i) infringement, misuse, dilution, misappropriation, or other violation of any intellectual property rights of third parties, including copyright, patent, trademark, trade secret, domain name, right of publicity, or confidentiality or other proprietary rights; (ii) death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any latent or patent defect in Merchandise, including improper manufacture, construction, assembly, installation, repair, display, packaging, service or design of Merchandise, failure of Merchandise to comply with any specification or samples or with any express or implied warranties of Seller, or any claim of strict liability in tort relating to Merchandise; (iii) any violation by Seller (or its affiliates, or their respective Personnel of each of them) in the manufacture, construction, assembly, installation, repair, display, packaging, possession, service, design, use, delivery or sale of Merchandise (“Production or Sale”) of any Applicable Law of the Republic of India, its territories or any other country in which the Production or Sale of Merchandise took place; (iv) the publication of Seller Content and product information Seller supplies to Aceinlet to display in Merchandise Listings; (v) the packaging, tagging, labeling, packing, shipping, delivery and invoicing of Merchandise; (vi) failure to warn or to provide adequate warnings or instructions in the use, assembly, service or installation of Merchandise; (vii) the packaging, labeling or advertising claims made by Seller; (viii) the display, assembly or installation of Merchandise, (ix) the assertion by a third party of a security interest, right of replevin, or other legal interest created by a factoring or other credit arrangement in any amount due Seller under a vendor agreement; (x) a breach of any of the Seller's representations and warranties contained herein; or (x) Taxes or the collection, payment or failure to collect or pay Taxes. Notwithstanding the provisions of this Paragraph, Merchant will not be liable for damage to third parties to the extent such damage was solely and proximately caused by the negligence or willful misconduct of any Indemnified Party.

12.2. Process. In performing its obligations under Section 12.1, Seller will retain defense counsel satisfactory to Aceinlet and will, from time to time, provide reports, consult with Aceinlet's Personnel in conducting the defense of the Claims and otherwise cooperate fully with the reasonable requests of Aceinlet; provided that only with respect to claims arising under Section 12.1.(i) above, Aceinlet may, at its election and at any time, take control of the defense and investigation of said Claims and employ attorneys and other consultants, investigators and experts of its own choice to manage and defend any such Claims at the cost and expense of Seller. In any case in which Seller's indemnity obligation set forth in Section 12.1.(i) is not enforceable under Applicable Law and in which any Indemnified Party and Seller are found to be liable to a third party with respect to Merchandise, then Aceinlet and Seller will each contribute to the payment of any judgment awarded in favour of such third party in proportion to the comparative degree of culpability of the Indemnified Parties and Seller.

12.3. Independent Obligation. The obligations of Seller to defend, indemnify, and hold harmless the Indemnified Parties under this Agreement are independent of each other and any other obligation of the Parties herein.

12.4. Settlement. Seller may settle, without Aceinlet's consent, Claims if the only obligation under such settlement is the payment of monies by Seller and such settlement provides for a full release of Seller and the Indemnified Parties. All other settlements, including any that would create obligations of (or restrictions upon) the Indemnified Parties or restrictions upon the sale (or disposition) of the Merchandise, will require Aceinlet's prior written consent.

12.5. Insurance Requirements. Seller will maintain at a minimum such product liability insurance coverage limits as defined in the Aceinlet Marketplace Vendor Info Direct, available through the Portal. Such policy must provide that their coverage limit will not be terminated without at least thirty (30) days prior written notice to Aceinlet.

13) CONFIDENTIALITY.

13.1. Definition and Obligations. “Confidential Information” means any and all technical or business data or information furnished, in whatever form or medium, by Aceinlet regardless of whether marked or identified as “Confidential”, including Confidential Personal Information (as defined below), the terms of this Agreement, and the operations and technology to be utilized in connection with the Portal and Websites. Seller agrees to: (i) treat as confidential, and preserve the confidentiality of all Confidential Information and not disclose it to any third party; (ii) use the Confidential Information solely for the purposes of this Agreement; and (iii) not copy such Confidential Information unless authorized by Aceinlet.

13.2. Treatment of Confidential Information. The obligations with respect to Confidential Information will not apply to any information that: (i) is already in Seller's possession, as shown by documentation and without obligation of confidentiality; (ii) without action or fault on Seller's part, is or becomes publicly available; or (iii) Seller has obtained from a third person without breach by such third person of an obligation of confidence. Seller must promptly return or destroy all Confidential Information at Aceinlet’s request.

13.3. Confidential Personal Information. In addition to the obligations related to Confidential Information, additional obligations apply to Confidential Personal Information. All information related to Users, including names, addresses, telephone numbers, account numbers, and demographic, financial and transaction information is “Confidential Personal Information”. Seller will not duplicate or incorporate the Confidential Personal Information into its own records or databases. Seller will restrict disclosure of Confidential Personal Information to its employees who have a need to know such information to perform under this Agreement. Seller is liable for any unauthorized disclosure or use of Confidential Personal Information by any of its employees or its associates. Except as necessary to fulfill its Customer Service obligations herein, Seller will not disclose the Confidential Personal Information to any third party, including any affiliate or subsidiary of Seller, permitted subcontractor, or other representative without the prior written consent of Aceinlet. Unless otherwise prohibited by law, Seller will: (i) immediately notify Aceinlet of any legal process served on Seller for the purpose of obtaining Confidential Personal Information; and (ii) permit Aceinlet adequate time to exercise its legal options to prohibit or limit such disclosure. Seller will notify Aceinlet promptly upon the discovery of the loss, unauthorized disclosure or unauthorized use of the Confidential Personal Information and agrees to indemnify and hold Aceinlet harmless for such loss, unauthorized disclosure or unauthorized use of Confidential Personal Information, including attorneys' fees.

13.4. No Publicity. Without limiting the foregoing, Seller will not disclose the existence or terms of this Agreement or any other information regarding Seller's sale of Merchandise on the Websites, in any advertising, promotional or sales activity, publicity release, or other public communication without Aceinlet's prior written consent and approval in each instance. Aceinlet has the right to review and approve any press release, marketing materials or related content that mentions Aceinlet.

13.5. PCI Compliance, The Merchant undertakes not to store or otherwise retain sensitive Card data. The Bank has the right to request documentation from the Merchant, certifying the compliance of the Merchant with the Payment Card Industry data security standards.

14) MISCELLANEOUS.

14.1. Assignment and Sub-Contracting .

Merchant shall not assign any of its rights, obligations or responsibilities under this Agreement without the prior written consent of Service Provider and in absence of such consent any such assignment shall be null and void. All terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their successors and authorized assignees. Merchant understands, acknowledges and agrees that Service Provider may sub-contract one or more of the Service Provider Business to any third party including Affiliates & Referrals. In the event Seller refuses to comply with any such arrangement or request, then the service provider may immediately suspend Seller's account, or terminate this Agreement.

14.2. Force Majeure. Neither Party will be liable to the other for any failure to perform its obligations under this Agreement to the extent such failure is due to war, riots, embargoes, strikes or other concerted acts of workers, casualties, accidents or other causes to the extent that such failure and the consequences thereof are reasonably beyond the control and without the fault or negligence of the Party claiming excuse.

14.3. Invalidity; Waiver. No finding that any part of this Agreement is invalid will affect the remaining portions of this Agreement. Seller may not assign or transfer any of its rights or obligations under this Agreement without written consent from Aceinlet. Any such attempted assignment or transfer will be void, and Aceinlet may immediately terminate this Agreement, and Seller's access to the Portal without liability. The waiver by any Party of a breach of any provision of this Agreement by the other Party, will not be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement, nor will any delay or omission by either Party to exercise or enforce any right or remedy hereunder operate as a waiver of any right or remedy.

14.4. Notices and Correspondences. Any notice, consent or waiver (including notice for Arbitration) required or permitted hereunder shall be effective only if it is in writing and shall be deemed received by the Party to which it is sent (i) upon delivery when delivered by hand, (ii) three (3) days after being sent, if sent with all sending expenses prepaid, by an express courier with a reliable system for tracking delivery, (iii) when transmitted, if sent by confirmed facsimile, or (iv) five (5) days (if Merchant is in India) or fourteen (14) days (if Merchant is outside of India) after the date sent, if sent by certified or registered mail, postage prepaid, return receipt requested, addressed as follows:

If it is to the Merchant: (At the address provided by You while submitting to create e vendor account). If it is to the Service Provider: ( At the address provided by the service provider)

In case of any changes in the above mentioned address & the grievance officer of Service Provider may change by posting on its Platform or via electronic notification / mail to the concerned ]

In accordance with Information Technology Act, 2000 and the rules made thereunder, the name and contact details of the Grievance Officer currently will be available to you in VID. All the matters concerning the Grievances should be addressed to the Grievance Officer at email ID: grievance@aceinlet.com. Any change shall be communicated accordingly on aceinlet platform. Service of notice for Dispute Resolution and for purposes other than those which are required under Information Technology Act, 2000 to be given only to the Grievance Officer, otherwise, should not be valid.

14.5. General communications through electronic mode. When the Merchant uses the Platform or send emails or other data, information or communication to Service Provider, Merchant agrees and understands that Merchant is communicating with Service Provider through electronic records and Merchant consents to receive communications via electronic records from Service Provider periodically and as and when required. Service Provider will communicate with Merchant by email at the designated electronic mail address provided by the Merchant at the time of registration.

14.6. Press Releases / Public Statement. Unless required by law, the Merchant will not make any public announcement or issue any press release concerning the transactions contemplated by this Agreement without the prior consent of the Service Provider.

14.7. Amendment and evolution of Commercial Terms on periodic basis. Service Provider may amend this Agreement, Commercial Terms and Platform Policies at any time by posting a revised version on the Platform. All updates and amendments may be notified to Merchant on designated electronic mail address. Merchant is advised to regularly check for any amendments or updates to the terms and conditions contained in this Agreement, Commercial Terms and Platform Policies. It is strongly advised that Commercial Terms be checked on daily basis as these evolve on regular basis based on certain criteria. Merchant’s using Platform, Platform Services or Service Provider Business after Service Provider’s amendment to this Agreement, Commercial Terms and Platform Policies shall be deemed to be Merchant’s unconditional and absolute acceptance of such amendments (effective from the date such amendments were made by the Service Provider). If Merchant does not agree to the change or amendments, Merchant can cease using the Service Provider Business (except for those Products which have been bought by the End Customers) and may terminate this Agreement as provided in section (8) & its sub-sections, RIGHTS, TERM & TERMINATION.

14.8. Severability. It is the intent of the Parties that in case, any one or more of the provisions contained in this Agreement shall be held to be unacceptable or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement.

14.9. Waiver. Except as expressly provided in this Agreement, no waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. Without limiting the foregoing, no waiver by a Party of any breach by any other Party of any provision hereof shall be deemed to be a waiver of any preceding or subsequent breach of that or any other provision hereof.

14.10. Further Assurance. Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence and confirm their rights hereunder and the intended purpose of this Agreement and to ensure the complete and prompt fulfillment, observance and performance of the provisions of this Agreement and generally that full effect is given to the provisions of this Agreement.

14.11. Covenants Reasonable. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or duration or both, the covenant will apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.

14.12. Independent Rights. Each of the rights of the Parties hereto under this Agreement are independent, cumulative and without prejudice to all other rights available to them, and the exercise or non-exercise of any such right shall not prejudice or constitute a waiver of any other right of the Party, whether under this Agreement or otherwise.

14.13. Counsel and management participation. You and Merchant acknowledge and confirm that you attorneys and management representatives have read, reviewed and approved this Agreement and that You and Merchant have had the benefit of its independent legal counsel’s advice with respect to the terms and provisions hereof and its rights and obligations hereunder.

14.14. Construction. This Agreement, the policies and procedures communicated through the Portal, and the Marketplace Vendor Info Direct, govern Seller's use of the Websites to sell Merchandise to Users. In the event of a conflict between any terms herein, or any program specific policies and procedures communicated to Seller via the Portal or the Marketplace Vendor Guide, the program specific policies and procedures will control. In course of time, when several marketplace program options are inducted & as a result the Seller is registered for several Marketplace Programs (for example both the Fulfilled by Aceinlet and Fulfilled by Merchant programs), the applicable terms will govern Merchandise sold according to that Program only. Aceinlet may modify the terms and conditions of this Agreement, the Marketplace Vendor Direct, or its policies and/or procedures at any time by posting changes on the Portal. Seller's continued access and use of the Websites after such posting will be construed as Seller's acceptance of such modifications made by Aceinlet. It is Seller's responsibility to monitor the terms and conditions of this Agreement for changes from time to time. In some cases, Aceinlet may, but is not obligated to, provide Seller with notice of any changes to these Terms and Conditions. All notices provided by Aceinlet through the Portal, or any communications by email, fax, or any other form of electronic communications by and between the Parties will satisfy any legal requirement that such communications be in writing. In this Agreement, “include”, “includes”, and “including” are inclusive and mean, respectively, “include without limitation”, “includes without limitation”, and “including without limitation”.

14.15. Governing Law. This Agreement will be construed and enforced in accordance with the internal laws of the State of Telangana, India without regard to its conflict of law principles. Seller and Aceinlet agree that the state and/or federal courts located in Telangana, Hyderabad, India are the proper and exclusive venue for any dispute concerning this Agreement, and hereby consent to such court's personal and subject matter jurisdiction thereof.

14.16. Relationship of Parties. The Parties to this Agreement are independent contractors, and no other relationship will be implied from this Agreement. Nothing contained in or done pursuant to this Agreement will be construed as creating a partnership, agency, or joint venture, and neither Party will become bound by any representation, statement, or act of the other Party. Seller is responsible for all expenses necessary to fulfill its obligations under this Agreement.


APPENDiX A

1. “Aceinlet” means aceinlet.com, the marketplace portal or website of M/s.Arha Retail Place Private Limited.

2. “Aceinlet Marks” means all Aceinlet's domestic and foreign trademarks, service marks, trade names, registrations and applications to register the foregoing, logos, and domain names.

3. “Aceinlet Parties” means Aceinlet and all of its past, present and future parents, subsidiaries, affiliates, directors, officers, and employees.

4. “Return Policy” means the return policy located at aceinlet.com, as updated by Aceinlet from time to time.

5. “Affiliate” shall mean, with respect to each Party, any person or entity directly or indirectly through one or more intermediary Controlling, Controlled by, or under direct or indirect common Control with a Party. “Control”, “Controlled” or “Controlling” shall mean, with respect to any person or entity, any circumstance in which such person or entity is controlled by another person or entity by virtue of the latter person or entity controlling the composition of the board of directors or managers or owning the largest or controlling percentage of the voting securities of such person/entity or otherwise controlling the other.

6. “Account” means Merchant or Seller's Marketplace account, which is accessible through the Portal.

7. “Agreement” has the meaning given in the preamble.

8. “Applicable Law” means all requirements of federal, state, or other jurisdictional laws, regulations, ordinances, and administration orders and rules of the Republic of India, its territories, and all other countries in which the Merchandise is produced, sold, or delivered.

9. “Brand” or “Brand Name” shall mean “ARPPL™” or “ACEINLET™” or such other successor or replacement brand name / trade mark / service mark as may be decided by the Service Provider upon a prior intimation to the Merchant.

10. “Confidential Information” has the meaning given in Section 13..

11. “Confidential Personal Information” has the meaning given in Section 13.3..

12. “Claims” has the meaning given it in Section 12.

13. “Deliverable(s)” shall mean the specific materials, devices, products, services or other deliverables that are provided by Merchant to Service Provider during the course of performing Service Provider Business as per this Agreement and any related document thereto.

14. “End Customer” shall mean the retail customers to whom Merchant offers to sell or sells or from whom Merchant receives offers to purchase the Products through the Platform.

15. “Effective Date” has the meaning given in the preamble.

16. “End Customer Database” shall mean all data / information (as may be updated from time to time) about the persons/ entities including their names, addresses, contact details, queries, orders and other requests made available by such persons / entities on the Platform or otherwise captured by the Platform that shall further include the usage, behavior, trends and other statistical information / data relating to such persons / entities, who (i) access the Platform or otherwise get invitation to the Platform or correspond with the Platform, (ii) place any order for Products on the Platform, or (iii) send any enquiry/ request with respect to the Platform, and shall include all analysis and records based on such aforementioned information, including the spending and other patterns of such persons/entitles and Products. For the avoidance of doubt, any list, description or other grouping of consumers or customers or any derivative work from End Customer Database shall be deemed to be End Customer Database.

17. “Indemnified Party” has the meaning given in Section 12.

18. “IP Rights” means all intellectual property rights which now or hereafter exist throughout the universe, whether conferred by operation of law, contract, or license, including rights of authorship, including copyrights, moral rights and mask-works, marks, cosmetic designs, ornamental appearance and trade dress, trade secret rights, inventions, and technology (whether patentable or not and whether or not reduced to practice), confidential information (as defined herein), software and databases, rights of publicity, patents, designs, algorithms, and other industrial property rights, and «rental» rights and rights to remuneration;

19. “The Aceinlet Marketplace” means aceinlet.com an internet based online platform that allows the sale and purchase of goods and services between seller and buyer via service provider for some valuable consideration. Aceinlet.com does not act as an agent for either buyers or sellers. Our service provides a platform for these transactions to take place.

20. “Marketplace Vendor Direct” means the Aceinlet’s Marketplace Vendor Info Direct, which contains additional policies and procedures for doing business via Aceinlet Marketplace, and has been made available to Seller via the Portal, and may be amended from time to time by Aceinlet.

21. “Liabilities” means all claims, actions, losses, expenses, costs or damages of every nature and kind whatsoever (including reasonable attorneys' fees) asserted in any claim, action, lawsuit or proceeding.

22. “Merchandise” means the goods, offers and services Seller markets and lists for sale to Users on the Websites.

23. “Merchandise Listings” means the offers created for display on the Websites related to the sale of the Merchandise.

24. “Monthly Subscription Fee” means the monthly fee charged by Service Provider for membership in the Seller Provider Marketplace program.

25. “Product(s)” shall mean any and all eligible goods and related services of the Merchant for which Service Provider makes available, the Service Provider Business to the Merchant.

26. “Party” and “Parties” have the meaning given to them in the preamble.

27. “Personnel” means a Party's employees, agents, officers, directors, or others action on behalf of the Party.

28. “Portal” means the online interface by which Seller accesses its Marketplace account, communicates with Aceinlet, uploads its Seller Content and Merchandise Listings, manages its User Orders, and other such activities related to this Agreement. Portal is also known as website or site.

29. “Prohibited Merchandise” means the items and categories listed on https://aceinlet.com/aceinlet-regulations-mandator... as updated by Aceinlet from time to time.

30. “Provider Parties” means Providers and all of their past, present and future parents, subsidiaries, affiliates, directors, officers, and employees.

31. “Seller” has the meaning given in the preamble.

32. “Seller Content” means all images, videos, text, Merchandise descriptions, and Merchandise-related data uploaded by Seller to create its Merchandise Listings.

33. “Seller Marks” means all of Seller's domestic and foreign trademarks, service marks, trade names, registrations and applications to register the foregoing, logos, and domain names.

34. “Marketplace Shipping and Delivery Policy” means the policy loaded by Aceinlet into & its Website, in compliance with the Terms of this Agreement.

35. “Seller Specifications” means all information related to order fulfillment, shipping times, and merchandise returns, as may be designated by Aceinlet, or by Seller, if applicable, via the Website, and relating to Seller's Merchandise.

36. “Term” means has the meaning given in section

37. “Territory” shall mean the entire world.

38. “Taxes” has the meaning given in Section 2.2.5

39. “GST” means Goods & Service Tax.

40. “User” means any user or customer accessing the Websites, or placing or receiving any order for Merchandise via the Websites.

41. “User Order” meaning order or purchases placed by the customer online.

42. “Websites” has the meaning given in the preamble.

43. “Affiliate Marketing” is a strategy when external websites lead traffic to your website and get a commission from sales of their referrals.

44. “Referal Marketing” It is a sales system in which, the salesperson or sales commission agent receives a commission on his or her own sales plus an onetime smaller commission on the sales from each person that he or she convinces an individual or a friend to make a purchase, or to sell through the service provider


EXPLANATION

In this Agreement, unless the context otherwise requires:

(i) Words importing persons or parties shall include natural person, entity, partnership firm, organization, operation, Company, HUF, voluntary association, LLP, joint venture, trust, limited organization, unlimited organization or any other organization having legal ability;

(ii) Words importing the singular shall include the plural and vice versa, where the context so requires;

(iii) References to any law shall include such law as from time to time enacted, amended, supplemented or re-enacted;

(iv) Reference to one gender shall include a reference to the other genders;

(v) References to the words “include” or “including” shall be construed without limitation;

(vi) References to this Agreement or any other agreement, deed, instrument or document shall be construed as a reference to this Agreement , such other agreement, deed, instrument or document as the same may from time to time be amended, varied, supplemented or innovated in accordance with the terms of this Agreement;

(vii) The headings and titles in this Agreement are indicative and shall not be deemed part thereof or be taken into consideration in the interpretation or construction of this Agreement;

(viii) The word ‘written’ or ‘postings’ shall include writing in electronic form and ‘signed’ shall include electronic signature or any other ‘electronic communication’ which signifies the sender’s or originator’s intention to be bound by such electronic communication.

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