VENDOR DEVELOPMENT ASSOCIATES ( VDAs ) AGREEMENT

TERMS AND CONDITIONS

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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 Vendor Development Associate (VDA) Agreement (hereinafter referred to as “VDA’s Agreement” or “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” or “SUBMIT” 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 “APPLICANT” and will be referred as “VENDOR DEVELOPMENT ASSOCIATE (VDA)” after having appointed 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 at Hyderabad in the State of Telangana (hereinafter referred to as “ACEINLET.COM”), the “Service Provider”, which expression shall unless repugnant to the context and meaning thereof, include its successors, liquidators and assigns), of Other Part.

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

Whereas,

1. Vendor Development Associate ( VDA ) is an independent individual or a person or a company either newer or occupied in the commerce of business development and/or trade and/or affiliate and /or commission agent or any related services in the Territory (“Commerce”); competent enough to bridge the sellers and aceinlet.com.

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. Applicant has advanced the Service Provider to act as a VDA to bridge the sellers and Service Provider for the purpose of converting seller’s offline sales to online sales through aceinlet.com, and Service Provider has agreed to make available Service Provider Business to Sellers (also known as “ Vendors” or “Merchants”) ;

4. 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 Seller or Merchant and Merchant shall avail Service Provider Business; and this process of bridging is the responsibility of the VDA or VDAs.

5. 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 bridge sellers with aceinlet.com (the “Website”) and bringing sellers to aceinlet.com to further sell their products, you must agree to the marketplace “VENDOR DEVELOPMENT ASSOCIATE ( VDA ) AGREEMENT” drawn below, which includes our privacy policy and any other terms and conditions on our Site.

The Website is operated by Arha Retail Place Private Ltd, which reserves the right to make changes to this agreement at any time. Changes to this agreement are effective when the changes are posted to the Site. Continuing to perform your responsibilities as VDA will constitute your acceptance to the amended agreement. It is your responsibility to review the changes and decide if you want to continue to perform your duties with our company (aceinlet.com). Changes to the agreement may occur without notice to you.

Effective Date

This Agreement is effective as of latest of (i) the date that the “Applicant” rolls and submits the application via the Portal (aceinlet.com).

Capitalized terms not defined in the above paragraphs will have the meanings given to them in the last part of this agreement under “ DEFINITIONS”.

Brief Task Explanation:

The key role of the VDA is to prospect for new sellers / vendors by networking, cold calling, personal visits or other means of generating interest from genuine & potential sellers / vendors. He is required to plan winning approaches and pitch that will convince potential sellers to do business with the company. He is required to build up a relationship with new sellers or vendors, and set targets for inclusion of new products into their product line & provide administrative support that will continually improve the relationship. He is also required to grow and retain existing accounts by presenting new solutions and services to sellers / vendors. Vendor Development Associates works closely with company's senior level management, marketing, and technical staff. From time to time, VDA may have to manage the activities of others responsibilities for listing sellers / vendors for the company.

Duties:

1. The Vendor Development Associate (VDA) is an independent incharge for administrating the categories & its sub-categories together with Sellers / vendors with a key responsibility of meet the set targets of the company at the right time for his or her zone or area.

2. Developing & driving sturdy category relationships with the large retailers, wholesalers and manufacturers besides small retailers.

3. Developing & generating genuine vendors from untapped marketplace areas.

4. Providing your area of sellers with customer focused insights regarding the product and category in co-ordination with aceinlet panel.

5. Working alongside sellers and aceinlet Store team to translate customer insight into strategies to increase performance in form of sales.

6. Creating and developing a long term plan and strategy for development of sellers or vendors for the categories allocated.

7. Administrating the sellers / vendors & their support staff.

8. Ensures that orders are executed on time to reduce cancellations.

9. Make sure that the products despatched are in line with the online specification provided to customers.

10. VDA arranges with all sellers that the goods are properly packed & necessary markings are made with required standards for despatch through our logistic provider without any single deviation.

11. Maintains 100% confidentiality & besides ensuring that all the sellers / vendors maintain 100% company’s regulations, set standards & bans without any compromise.

12. Identify potential Sellers / vendors, and the decision makers within the manufacturers, wholesalers & retail sales organization.

13. Research and build relationships with new sellers / vendors & represent the company in the best light.

14. Submitting brief weekly VDA report via mail.

15. Make sure that the sellers upload the product images as per company’s standards as detailed in Seller’s Vendor Info Direct.

That, by taking part in this VDA package, you have accepted to comply with all pages, schedules, policies, guidelines, regulations and other documents and materials referred in this Agreement.

The above captioned responsibilities are just a guideline but not limited to the assigned role in the best interest of the company, its team & all its business associates. There might be additions & deletions as per the companies resolutions as and when passed.

VDA Territory

“VDA” shall act as an associate for the “Company” within the assigned territory of the Republic of India as well as the area mutually agreed upon.

Categories

VDA should targets all lines of categories, only those are listed on service provider site, aceinlet.com. The coverage of category of products under VDA”s plan may be updated from time to time except Excluded Products.If you found to be non-performing in certain categories then those categories would be given to your counterpart (alternate VDA) to perform those categories.

Determinations

VDA’s shall do their best to utmost efforts for developing and connecting sellers with the marketplace service provider, the aceinlet.com to sell seller’s products within the categories stated in the site.

Commission

Certain percentage on the sale of Sellers’s of the territory allocated subject to the seller or sellers that are developed by the VDA. In addition there will be a one-time fixed amount for every “New seller” listing. The commission will be paid after the order or orders are executed successfully in all respects. There are different commission schedules but only one schedule will be applicable on each sale based on the type of sale. However, the detailed commission rate card will be provided separately only on approval of applicant’s application.

The company grants the VDA the right to bring sellers in the assigned territory and get them listed on aceinlet.com to sell their products online. The VDA shall be entitled to receive the commission and other fee stipulated in the RATE CARD. Rate card will have the commission and fee structure for the categories of interest indicated while submission which will be valid during the period of this Agreement is in force or until any amendments made.

The company exclusively grants to the VDA the right to bring the genuine sellers from the assigned territory. Nonetheless, the company shall be entitled to negotiate directly, without the VDA’'s intermediation, with clients located in the territory, provided it informs the VDA of the aforesaid agreements. In these cases, the VDA shall be entitled to receive 50% of the commission established in the rate card only after successful completion of 6 ( six) months of association with the company.

The company will be able to grant third parties, be they natural persons or legal entities, the right to promote and sell the products in the territory. The VDA shall not be entitled to earn any commission whatsoever on the sales generated from such sellers.

The commission percentage established in the rate card can be modified at any time at the sole discretion of the company’s decision based on market conditions.

The amount of the commission where percentage (%) is applied will be calculated on the net value of sales excluding additional expenses (packaging, transport and insurance), applicable taxes and other charges if any.

Anti-trust and Fair Trade Acts

“Both Parties” shall comply with the relevant rules and regulations under Indian laws especially under Anti-trust and Fair Trade Acts.

Payment Terms.

VDA’s commission & fee payable by ACEINLET.com to you will be paid to you on a monthly basis, within thirty (30) days after the end of each calendar month, in Indian Rupees, less (i) billing and payment costs (which may include monthly and pre-transaction processing charges and merchant bank fees); and (ii) returns, refunds, chargebacks, discounts and credits; provided that you have timely delivered to ACEINLET.com all documentation necessary and appropriate to effectuate payment. We will pay you in a payment method that you choose from the payment options that we will make available for the VDA. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information with ACEINLET.com. Any changes to your contact and payment information will not be effective until at least seven days after submission to us. ACEINLET.com will not be obligated to make a payment if the total amount to be paid to you under this Affiliate Agreement is less than Rs.500 (the “Payment Threshold”), and may instead accrue such payment obligation until such time as its overall obligation to you is at least the Payment Threshold. If any excess payment has been made to you for any reason whatsoever, we reserve the right to adjust or offset the same against any subsequent fees payable to you under this Agreement.

The above stanza only applicable to you if you reside in India

If at any time there has been no substantial activity on your side in performing the duties without any intimation or reasonable notice to us about your inactive for more than a two week will be deemed that you are no longert interested in continuing your services with us. Under those circumstances your contract will be terminated. Any balance will be paid to you as per the terms and condition agreed upon.

Taxes.

You may have to pay all applicable taxes as and when required by republic of India on time under this agreement. If required, throughout your participation as a VDA, you will provide us with any forms, documents, or certifications as may be required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

Classifying Yourself as an ACEINLET.com VDA

You will not issue any press release or make any other public communication with respect to this Agreement, your association in this business development setup. You will not bias or embellish the relationship between you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause) and us, or express or imply any relationship or association between you and us or any other person or entity except as expressly allowed by this VDA Agreement.

You will not develop sellers for any other marketplace or ecommerce models owned by other persons or individuals or any other entities. Such enactment may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement instantly without any notice.

Compliance with Laws

In connection with your association as a VDA, you will obey with all applicable laws, orders, procedures, regulations, orders, licenses, permits, rulings, pronouncements, and other requests of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern online marketplace.

Data Privacy

You agree that our Privacy Policy (as may be updated from time to time) administers how we gather, use, and disclose your personal information. You acknowledge and agree that the information associated with ACEINLET.COM site or any uses of any ACEINLET.COM Service belongs to ARHA RETAIL PLACE PRIVATE LIMITED.

Representations and Warranties

You represent, warrant, and covenant that (i) you are at least 18 years of age and have not been previously removed from or prohibited from receiving the Aceinlet.com Services, (ii) you will participate in the Package in harmony with this Agreement, (iii) your contribution in the opportunity as a VDA will not break up any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing), (iv) you have the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (v) your execution of this Agreement, and your performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; and (vi) the information you provide in connection with the assignment is accurate and complete at all times.

We do not make any representation, warranty, or covenant regarding the amount of Fees you can expect at any time in connection with the VDA, and we will not be liable for any actions you undertake based on your expectations.

ACEINLET.com Service Customers

Our customers are not, by virtue of your participation in the Program, your customers. As between you and us all pricing, terms of sale, rules, policies and operating procedures concerning customer orders, customer service and product sales set forth on the ACEINLET.com. Service will smear to those customers, and we may change them at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the ACEINLET.com Service, you will state that those customers must follow contact directions on the ACEINLET.com Service to address customer service issues.

Term and Termination

The duration of this Agreement will begin upon our acceptance of your Registration and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written electronic notice of termination. We may withhold accrued unpaid Package Fees for a reasonable period of time following termination to ensure that the correct amount is paid (e.g., to account for any cancelations or returns). Poor conversion rates and attribution results will be one of the reasons for termination of your agreement. Upon any termination of this Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under those headings of this agreement will survive the termination of this Agreement. If you terminate the Agreement and your earned balance equals or exceeds the Payment Threshold, we will pay you your earned balance within 60 - 90 days approximately after the end of the calendar month in which the Agreement is terminated. Any earned balance below the Payment Threshold will remain unpaid. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

Amendments

ACEINLET.com reserves the right at our discretion, to change, modify, add, or remove portions of this Agreement at any time (for instance to reflect updates to the ACEINLET.com Service or to reflect changes in the law). If ACEINLET.com changes this Agreement, we will provide you notice of these changes, such as by sending an email or posting a notice on the ACEINLET.com or updating the “Last Updated” date above. You will ensure to check this Agreement periodically for those changes. Amendments may include, for instance, changes to the Package Fees, Package eligibility, Payment processes, and other Package requirements. IN A CONDITION WHERE ANY SUCH AMENDMENTS ARE OBJECTIONABLE TO YOU, YOUR ONLY OPTION IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PACKAGE SUBSEQUENT TO THE EFFECTIVE DATE OF ANY AMENDMENT OR MODIFICATIONS (FOR INSTANCE, THE DATE OF OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) THE PROGRAM AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY ACEINLET.COM; (ii) ACEINLET.COM, AND ITS ASSOCIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PACKAGE, INCLUDING ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN; (iii) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, ARHA RETAIL PLACE PRIVATE LIMITED OR ACEINLET.COM DOES NOT MAKE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ARHA RETAIL PLACE PRIVATE LIMITED OR ACEINLET.COM FOR THE PACKAGE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS AGREEMENT, THE TERM “ACEINLET.COM” INCLUDES ARHA RETAIL PLACE PRIVATE LIMITED, ACEINLET.COM, IT’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

Indemnification

You hereby release and agree to defend, hold harmless, and indemnify us, and/or our subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification), arising from or related to: (i) any act or omission by you, including, without limitation any breach of this Agreement (including your representations and warranties under the same heading above) or allegation or claim of negligence, strict liability, willful misconduct or fraud of you; or (ii) your access to or use of the Package.

Limitation of Liability

NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS VDA AGREEMENT, THE PACKAGE, THE ACEINLET.COM SITE, OR THE ARHA RETAIL PLACE PRIVATE LIMITED SERVICES (DEFINED BELOW), THE INABILITY TO USE THESERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OROBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

Parties Relationship

You and we are, and will remain at all times, independent contractors, and nothing in this Agreement will be construed to create an agency, employment, fiduciary, representative or any other relationship between you and us. You will not represent or will have no power to make or accept yourself to be an employee, representative, or agent of us or on our behalf. You will not make any declaration, whether on your site or otherwise, that disputes or may contradict anything in this segment. If you permit, assist, inspire, or help another person or entity to take any action or actions connected to the subject matter of this vda Agreement, you will be judged to have taken the action yourself.

Disputes Resolution, Governing Law, Jurisdiction and Venue

If any dispute stands up between you and us here to during the existence of this VDA Agreement or subsequently in association with or arising out of this Agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996 to be adjudicate upon by a sole arbitrator to be appointed by ACEINLET.COM. The proceedings of arbitration shall be in the English language alone. The arbitrator's award shall be final and binding on the Parties.The terms of this Agreement shall be governed in accordance with the laws of India and courts in Hyderabad alone shall have jurisdiction.

Miscellaneous

1. Acceptance of this Agreement. By creating an account / submitting an online " Application for Vendor Development Associate (VDA) - State/Union Territory (UT) Level with aceinlet.com", you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.

2. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Any attempt to assign in violation of this section is void in each instance. We may assign this Agreement: (i) to any of our affiliates; or (ii) in connection with any merger, consolidation, reorganization, sale of all or substantially all of our assets or any similar transaction.

3. Additional Assurances

You will take or cause to be taken such further actions, and will execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and will obtain such consents, as may be reasonably required or requested by us in order to effectuate fully the purposes, terms and conditions of this Agreement.

4. Waiver

The waiver by us of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor will any delay or omission on our part to exercise or avail itself of any right or remedy that we have or may have hereunder operate as a waiver of any right or remedy.

5. Severability

Any determination that any provision of this Agreement, or any application thereof is invalid, illegal or unenforceable in any respect in any instance will not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement, and such provision shall be deemed to be reinstated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.

6. Captions, Sections & Subsections Headings

The captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.

7. Entire Agreement

This Agreement contains the complete understanding between the parties with respect to their respective subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Company expressly disclaims the making of, and Applicants acknowledges that it has not received a warranty or guaranty, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.

Definitions

Landing Page: ACEINLET.com site to which VDA refer sellers traffic.

Attribution: The process of identifying the seller-wise driving conversions.

Customer: The customer is also known as a client, buyer, purchaser and user of ACEINLET.com site and is the receiver of goods, services, products or a notion gotten from a seller, vendor and supplier in exchange of some valuable consideration.

New Seller: In this VDA agreement, a seller who has not dealt anytime directly or indirectly in selling their products through company’s site i.e., any time before or until such time of VDA’s efforts.

Products: The coverage of category of products under VDA’S may be updated from time to time except Excluded Products.

Valid Commission: The eligible commission is known as valid commission. The commission is applicable and becomes valid only when the VDA's seller has executed the order successfully.

Site: Means website i.e. aceinlet.com, the digital belongings owned and run by Arha Retail Place Private Limited, the company including the web aceinlet.com known as portal or c www.aceinlet.com”, aceinlet.com mobile app and any other gateway or application used from time to time.

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