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JALEBE INDIA PRIVATE LIMITED Regd. Office: A-116 Okhla Phase-II, Delhi, India

AGREEMENT

This Agreement is made on the ______ day of _____ year Two Thousand ______ at Delhi.

BETWEEN

“Jalebe India Private Limited,” A Company registered under the Companies Act, 1956, having its registered Office at A-116 Okhla Phase-II, Delhi, India, represented by its Manager/ Authorized representative (Channel Management), Sh._______________________, hereinafter referred to as the COMPANY (which expression shall unless inconsistent with the context mean and include its heirs, successors, legal representatives, executors, etc.) of the FIRST PART

AND

M/s ____________________________, having its registered office at: ______________________________________________________________________ represented by its PROP. Sh. ______________________ S/o ______________ aged about ______ years, hereinafter referred to as the MERCHANT/ SELLER/ VENDOR (which expression shall unless inconsistent with the context mean and include its heirs, successors, legal representatives, executors, etc.) of the SECOND PART. The parties above referred are individually known as “The Party” / “The Company” / “The Vendor” / “The Merchant” / “The Seller” as the case may be and collectively referred to as “The Parties”.

WHEREAS Jalebe India Private Limited (herein referred as Jalebe) has its skilled expertise and knowledge in the field of providing an E - commerce platform services to enable retailing of various products and services to consumers on global platform across several categories under its owned E-Commerce website / URL named as “www.Jalebe.com”.

AND WHEREAS the company with the intention of establishing a wide network has provided an E-commerce platform to the vendors to sale the goods across globally to various countries, with the purpose of expanding its field of activity and business, is desirous of connecting various vendors/organizations.

AND WHEREAS the Seller/ Vendor at ______________________ is desirous of venturing into the business of E-Commerce, therefore has approached the Company and has expressed their willingness to conduct the said business under the name and style of “www.jalebe.com”.

AND WHEREAS the parties hereto have after mutual discussions have come to an agreement that the products of the Vendor will be marketed by “www.jalebe.com” on the E-Commerce platform of the Company.

AND WHEREAS both the parties mutually deem it fit to enter into an agreement on the following terms and conditions. That nothing herein provided shall prevent the Company from marketing and / or rendering their services themselves or through other Sellers / Vendors.

NOW THEREFORE THIS AGREEMENT WITNESSETH AS FOLLOWS:

1. PERIOD: That this agreement shall come into operation with effect from _______________ and shall be in force for a period of 11 MONTHS subject to fulfilling all the conditions of this agreement.

2. DEFINITIONS:

2.1. “Merchant”: Person or any Entity/Organization who desires to establish an online store for selling products or services using the online space provided by the Company, by accepting terms and condition of this agreement.

2.2. “Merchant Materials”: means all Trademarks, Content, information, data, materials, and other items (excluding Technology) provided or made available by Merchant/Vendor or its Affiliates to the Company or its Affiliates.

2.3. “Merchant Order”: means an order for a Merchant/Vendor Product initiated through the website on E-Commerce platform pursuant to this agreement.

2.4. "Catalogue Data": shall mean any and all the catalogue data or information including but not limited to price, image etc. in the format mutually agreed by the parties in relation to the product provided by Merchant/Vendor to the Company.

2.5. “Catalogue management”: Catalogue management shall mean managing the content on the website which is primarily done using tools like the Content Tool (a module that has been developed to upload / manage product information on the website). The catalogue is uploaded using this tool and any subsequent product or content uploads or modifications are managed using this tool as well.

2.6. “Customer”: shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products on the website of the Company.

2.7. “E- Commerce Engine”: E-Commerce engine shall mean and include the Back End comprising of a set of seamlessly integrated applications that manage the operations and the various business work flows including, Catalogue Management; Product and Price Updates, Vendor and Delivery Partner Management, Order Processing and Vendor fulfilment.

2.8. "Intellectual Property Right": means any and all trademark patent rights, industrial design rights, copyrights, mask work rights, confidential information rights, trade secret or know-how rights, all rights of whatsoever nature in computer software and data, and any other intangible rights or privileges of a nature similar to any of the foregoing, in every case in any part of the world and whether or not registered. IP Rights shall also include all rights in any applications and granted registrations for any of the foregoing rights.

2.9. “Online Promotions”: Online promotions shall mean promotions relating to show-casing the products on the home page and store page of the website.

2.10. “Payment Gateway Engine”: Payment Gateway Engine shall mean integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Net banking and PayPal. The payment gateways are safe methods of payments which are 3D secured.

2.11. “Price”: shall mean the cost at which the Products are to be delivered to the Company inclusive of Shipping charges, applicable taxes if any.

2.12. “Products”: shall mean the products of Merchant/ Vendor uploaded at www.jalebe.com and such other products that may be uploaded to the website of the Company from time to time for distribution/sales under this Agreement.

2.13. “Service charge”: shall mean the Transfer price per transaction charged by Company to the Merchant/Vendors at the rates Company may deem fit, upon the sale of product on online store. (i.e. Transfer price per transaction charge for Merchant Product sold through website of Company or any of its Affiliate website).

2.14. “Software Platform”: Platform means the technology solutions on the URL which have been built using the best technology platforms available in open source. The Solution is truly robust, scalable and capable of handling 1000s of simultaneous transactions and can seamlessly integrate with most vendor partners, Courier partners and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.

2.15. “Shipping Charges”: shall mean the logistics/courier/postal charges incurred for delivering the product(s) to the Customer.

2.16. Uniform Resource Locator (“URL”): In computing, a Uniform Resource Locator (URL) is a Uniform Resource Identifier (URI) that specifies where an identified resource is available and the mechanism for retrieving it. In popular usage and in many technical documents and verbal discussions it is often incorrectly used as synonym for URL. The best-known example of a URL is the "address" of a web page on the World Wide Web.

2.17. "Website": shall mean “www.Jalebe.com” or any of its Affiliate website which are Powered by the Company from time to time for display and sale of the Product.

3. BRAND NAME USE & RESTRICTED WORD POLICY:

3.1 Merchant is not permitted to include any brand names or company logos in their listings other than the specific brand name authorised by the original manufacturer to be used for products being sold by Merchant under a particular listing. Certain uses of brand names may also constitute trademark infringement and could expose merchant to legal liability.

3.2 Merchant shall not be permitted to use the brand name of Company, without proper permission in writing to display names or listings his own products. The merchant shall not use the name of company to sell any of products, giving apprehension that product belongs to or manufactured by the Company i.e., Jalebe India Private Ltd.

3.3 Any Intellectual Property provided or otherwise made available to Merchant or its Affiliates by the Company may be used by Merchant and/or its Affiliates solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, Merchant will not:

3.3.1 Copy any Intellectual Property of Company;

3.3.2 Distribute copies of any Intellectual Property of Company;

3.3.3 Modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any Intellectual Property of Company;

3.3.4 Use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to any Intellectual Property; or

3.3.5 Use any Intellectual Property to act as a consultant, service bureau or application service provider, or to permit remote access to any Intellectual Property not vested with the merchant.

4. TRADE SECRECY & BUSINESS COMMITMENT:

4.1 That the Merchant/ Vendor shall not at any time divulge to any customer or to any other Merchant/ Vendor or to any competitor of the Company regarding any trade or business secrets or any other matter relating to the said business which may become known to him by virtue of his position as Merchant/ Vendor or otherwise.

4.2 The Merchant/ Vendor shall be true and faithful to the Company in all dealings and transactions whatsoever relating to the business. In the event of breach of confidentiality by the Merchant/ Vendor, the Company shall be entitled to claim damages from Merchant/ Vendor.

5. SCOPE OF SERVICE:

5.1 The Company is engaged in the business of online shopping portal for sale and distribution of various products under various categories to the public at large in at global platform through its website www.Jalebe.com (“Website”).

5.2 The Company will provide a panel to Merchant through which Merchant shall upload, create their catalogue for sale and distribute their products through www.Jalebe.com monitor and update order information received in their panels.

6. ORDER, HANDLING, DELIVERY ETC.

6.1 Orders for the product shall be received using the website www.jalebe.com and will be received in the Seller catalogue of Vendor directly.

6.2 The Merchant/ Vendor shall upon receipt of the order from the website of Company immediately arrange to deliver the products to the designated address as early as possible but in any case the dispatch shall be made within 2 (Two) days of the receipt of the Order. In case the Merchant/ Vendor fails to dispatch the product within the aforesaid time, shall be held liable for loss, if any to the Company as per the terms of agreement. The Vendor shall provide to the Company the consignment number, details of courier/shipment agency immediately followed by proof of delivery to the designated address of Company.

6.3 The Merchant/Vendor shall deliver the product to the company either through authorised courier or himself. The person delivering such product shall carry the proper identity proof to ensure the himself to be authorised person to deliver such product.

6.4 The Merchant/Vendor shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Vendor to the customer.

6.5 The Vendor agrees to pay for the defective products supplied for customer at its own cost and shall not hold the Company responsible in any manner whatsoever.

6.6 The Company may, at its discretion arrange to lift the defective products from the customer however the Vendor shall still be liable to pay for the defective product. Any charges incurred by the Company for lifting and forwarding such defective goods shall be on account of the Vendor. The Vendor shall make good such charges to the Company upon receipt of invoice/debit note. No request for any adjustment from future payables to the Vendor from Company will be made however, the Company is at its liberty to deduct such amount from future payables of fresh Orders. Such deductions shall not be treated as practice and/or precedent. For avoidance of doubts it is clarified that defective would mean and include but is not limited to wrong product, damaged product, mis-sized product and any other shortcoming which the customer may point out. The Vendor hereby authorizes the Company to entertain all claims of return of the Product in the mutual interest of the Vendor as well as the Customer.

7. COVENANTS OF MERCHANT/ VENDOR:

The Vendor hereby covenants with the Company as under :

7.1 To deliver the product of the Ordered specifications/description only including quantity and quality prescribed in the Order and there should be no instance of wrong item being delivered and/or quality issue and/or issue of Non delivery. Further, the Vendor shall maintain adequate stock/inventory of the items at all times. In case the Vendor is running out of supplies or is likely not to fulfil the Order received by the Company shall take necessary steps and also, it should be intimate to the Company at least ______ hours (________ days) in advance to confirm that notice of OUT OF STOCK for the product has been placed on the website.

7.2 The Merchant/Vendor not to send any kind of promotion material or any such material, which is, derogatory to and/or adverse to the interests financial or otherwise of the Company, to the customer either along with the products supplied or in any manner whatsoever.

7.3 The Merchant/Vendor shall not do any act / deal in a Thing/Products/Goods/Services which are either banned/prohibited by law or violates any of the intellectual property right of any party in respect of such product.

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

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

7.6 The Merchant/Vendor by uploading the details on seller’s penal, provide details to be approved by the Company, for the purpose of the creation/display on website of Company, the product description, images, disclaimer, delivery time lines, price and such other details for the products to be displayed and offered for sale.

7.7 The Merchant/Vendor has to ensure and not to provide any description/image/text/graphic which is unlawful, illegal, intimidating, obnoxious, objectionable, obscene, vulgar, opposed to public policy, prohibited by law or morality, whether in India or the country where the goods are intended to be delivered or is in violation of intellectual property rights including but not limited to Trademark and copyright of any third party or of inaccurate, false, incorrect, misleading description in nature. Further it will forward the product description and image only for the product which is offered for sale through the website of the Company. The Vendor agrees that in case there is violation of this covenant, it shall do and cause to be done all such acts as are necessary to prevent disrepute being caused to the Company.

7.8 Merchant / Vendor shall provide full, correct, accurate and true description of the product so as to enable the customers to make an informed decision. The Merchant/ Vendor agrees not to provide any such description/information regarding the product which amounts to misrepresentation to the customer.

7.9 Merchant / Vendor shall be solely responsible for the quality, quantity, merchantability, guarantee, warranties in respect of the products offered for sale through portal of the Company.

7.10 The Merchant / Vendor should must have at all times access to the Internet and its email account to check the status of approved orders on the portal/ Catalogue provided and should ensure prompt deliveries within the time frame mentioned herein before in the agreement.

7.11 The Merchant / Vendor shall provide information about the status of products ordered on a daily basis.

7.12 The Merchant / Vendor shall invoice the product as well as receipt of payment to the Company, and ship that product to the Okhla Office of the Company in time bound manner.

7.13 The Merchant / Vendor shall not to offer any Products for Sale on the Online Store, which are prohibited for sale, dangerous, against the public policy, banned, unlawful, illegal or prohibited under the laws of India as well as of country where goods are intended to be delivered.

7.14 The Merchant / Vendor shall provide satisfactory proof about the ownership/licences of all the legal rights in the Products that are offered for sale on the Online Store as and when demanded by the Company.

7.15 The Merchant / Vendor shall pass on the legal title, rights and ownership in the Products sold to the Customer.

7.16 The Merchant / Vendor shall be solely responsible for any dispute that may be raised by the customer relating to the goods, merchandise and services provided by the Vendor. No claim of whatsoever nature will be raised on the Company.

7.17 The Merchant/ Vendor shall at all time during the pendency of this agreement endeavour to protect and promote the interests of the Company and ensure that third parties rights including intellectual property rights are not infringed.

7.18 The Merchant/ Vendor shall at all times be responsible for compliance of all applicable laws and regulations including but not limited to Intellectual Property Rights, Local Sales Tax, Central Sales Tax, Service tax, Value added tax, Standards of Weights & Measures legislation, Sale of Goods Act, Excise and Import duties, Drugs and Cosmetics Act, Drugs and Code of Advertising Ethics, etc.

7.19 Merchant / Vendor shall provide to the Company copies of any document required by the Company for the purposes of performance of its obligations under this agreement within 48 hours of getting a written notice from the Company.

7.20 The Merchant / Vendor shall seek advance written approval from the Company, prior to release of any promotion/advertisement material, in so far as the same relates to services offered pursuant to the terms of this Agreement.

8. CODE OF CONDUCT:

8.1 Seller shall comply and ensure that its logistic partner complies (seller and its logistics partner hereinafter collectively referred to as the “Parties”) with the following Code of Conduct at all times. The Company reserves the right to blacklist the Seller or to keep the Seller pending if found violating any of the below.

8.2 The Merchant/ Seller must comply with all applicable laws and regulations (“applicable laws and regulations”). The Company has no tolerance for bribery or corruption in any aspect of its business. The Company’s policy prohibits engaging in any form of corruption, bribery, kickback, extortion, embezzlement or money laundering. The Company is committed not only to complying with all applicable laws and regulations regarding such activities but also to acting with integrity and the highest ethical standards.

8.3 The Parties to this agreement shall not participate in, facilitate or permit any form of corruption, bribery, kickback, extortion, embezzlement or money laundering, whether with respect to public officials or to any other person. Parties shall comply strictly with all applicable laws and regulations and with the Company’s policy set forth herein.

8.4 The Seller shall respect the intellectual property rights of others and shall comply with applicable laws and regulations related to patents, copyrights, trademarks and trade secrets. Seller shall safeguard the Company’s confidential and proprietary information. This obligation includes using commercially reasonable means to safeguard information technology systems on which the information of Company is stored or transmitted. In addition, Parties shall refuse any improper access to confidential or proprietary information of any other company, including our competitors and customers.

8.4.1 Compliance with Applicable Laws and Anti-Bribery.

8.4.2 No Discrimination or Harassment.

8.4.3 Safe Work Environment.

8.4.4 Intellectual Property.

8.4.5 Confidential and Proprietary Information.

8.4.6 Additional Obligations.

8.4.7 Parties shall ensure that its personnel provide service with reasonable skill and care to ensure delightful customer experience.

8.4.8 The personnel appointed by the Parties to deliver the shipment (“Personnel”) should carry his identity card containing his/her photo and police helpline number prominently displayed.

8.4.9 The Personnel under no circumstances shall:

8.4.9.1 Contact customer beyond the provision of delivery services;

8.4.9.2 Misbehave with customer while delivering shipment;

8.4.9.3 Misuse or share any information provided by the shipper;

8.4.9.4 Harass/stalk/bully customers through email, messages, call or any online or offline medium;

8.4.9.5 Be involved in loss or theft of goods and cash;

8.4.9.6 Provide wrong update on shipment and pick up status;

8.4.9.7 Be rude with the customers; and/or

8.4.9.8 Violate the delivery terms.

8.4.9.9 Take any kind of unwarranted allowances such as tips from the buyers.

9. ROLES AND RESPONSIBILITY OF MERCHANT:

9.1 Upload and publish products: Merchant shall be solely responsible to create and publish their products catalogue with the approval of the company for display and sale of their products through www.jalebe.com and Merchant will be responsible for updating / publishing or maintaining such information and will do so using the Merchant Catalogue/ Panel provided by Company to the Merchant. Company shall not be liable for any catalogue creation, updating and management of Merchant Products catalogue.

9.2 Pricing of Product: Pricing of the Merchant Product would be sole prerogative of Merchant in merchant panel provided by the Company and web selling price of the Product (i.e. Product selling price/ Transfer Price on Jalebe.com) is vested under the sole discretion of Company.

9.3 Pricing Updates: Merchant shall be solely responsible for pricing update of their products (including discount and promotion information) on merchant panel provided by Company. All the Pricing update shall be done through panel provided by Company to the Merchant and Company shall not be liable in any circumstances for any pricing update of Merchant Product. Until a new price update by Merchant to their catalogue, and intimated the Company regarding the same. Merchant will abide by the earlier price provided.

9.4 Inventory Updates: Merchant/Vendor shall be solely responsible for inventory updates of their products (including discounts and promotions and information about product discontinuation) from time to time for uploading/publishing on the website of Company. All the Pricing or inventory update shall be done through panel provided by the Company to Merchant and until a new inventory update is published to the website of the Company, Merchant will abide by the earlier inventory update. The Company shall not be liable in any circumstances for any inventory update of Merchant Product on the panel provided.

9.5 Fulfilment of Product: During the Term of this Agreement, Merchant will be solely responsible for Fulfilment of their products to end customer for products sold in connection with Merchant transaction through its website or Merchant Products sold through Merchant catalogue on www.Jalebe.com, Merchant will source, pick, pack and dispatch the products to the Company and after quality check, will be delivered to end customer.

9.6 Invoicing: Merchant will raise an invoice directly to the Company for all orders successfully fulfilled by the Merchant for end customers. The Company will raise invoice to the customers.

9.7 Reverse Logistics:

9.7.1 Merchant will be solely responsible for any return of product initiated by customer for any reason whatsoever, and the merchant shall be liable for cost of whole processes inclusive of pick, pack and payment of refund amount on return of the products, if any and shall pay transfer price to the Company of Products which are sold through www.Jalebe.com.

9.7.2 The Company at its sole discretion will refund the entire amount of the products to the customer, in case of Damaged & wrong Product received by customer.

9.7.3 In case of Damage & wrong product sent for customer, the merchant shall be liable for package return and incur the logistic charges, then the same will be refunded to end customer by the Company, and Company shall have all the rights to recover such charges/cost from the Seller.

9.8 Return Policy: Further Merchant hereby bound to accept the return in case of damaged/wrong/ defective product in any form is dispatched, within 15 days from the date of delivery of the product to end customer. In any case, merchant want to receive his product back to him, then merchant shall have to pay, in advance, additional reversal charges.

9.9 Non Delivery of Product: If any product is not delivered by Merchant for the end-customer to the Company then in that case Company shall not be liable for the same. However, in any case if Company does not receive the product to deliver the end customer, then in that case Merchant shall be liable to pay the transfer price to the company and shall also be liable any other ancillary and connected charges. Further the merchant is bound to provide all ancillary and necessary details including proof of despatch, virtual proof of delivery to Company for providing sufficient reason to prove authenticity of delivery of such product in case, of product lost in transit.

9.10 Risk of Loss: Merchant Shall bear the risk and shall be responsible for all loss of and/or damage of products at all times which are sold through website www.jalebe.com.

9.11 Rights and Licenses: Except as may expressly be set forth in this Agreement, no title to or ownership of any of the Intellectual Property of Company is transferred or licensed to Merchant or any other Person pursuant to this Agreement. That any Order placed by any customer on the website of Company, then the customer database generated will become sole property of Company and the Merchant shall not claim any right over it in any manner whatsoever.

9.12 Insurance: Merchant shall at all-time shall be responsible for insuring the Products and shall take out adequate insurance policies to cover all kind of risks involved. Further the Vendor shall be responsible for making timely payment of the insurance premiums.

9.13 Fulfilment of Specific Taxes: For avoidance of doubt and notwithstanding anything to the contrary herein, Merchant will indemnify, reimburse and hold the Company harmless from, for and against any sales, use, gross receipts, excise, franchise, business or other taxes or fees (including penalties, fines or interest thereon) imposed by any government or other taxing authority (collectively, “fulfilment Specific Taxes”) to the extent such taxes or fees are:

(a) assessed on Company as a result of inventory, packaging, gift wrap and other materials

(i) owned by Merchant and/or

(ii) sold to customers as contemplated hereunder; and (b) the primary legal obligation of Merchant.

10. TRANSACTION PROCESS:

10.1 Collection of Payment: The Company will collect the payment through its designated payment gateway from customers and shall remain the sole property of Company only. On all the Payment Gateway aspects, the identity of Company shall be mentioned.

10.2 Security: The Company shall keep sum of Rs.1000/- (Rupees One Thousands Only) in the form of interest free security out of the first initial transactions. That security amount will be refunded to Merchant/ Vendor in next four part payments.

10.3 Delivery of product to Company: The payment process will follow only after the product consigned in booking is successfully delivered at the OKHLA office as abovementioned or any other office specified by the Company.

10.4 Waiting period: The Company will release the first payment of Merchant/ Vendor after 15 (fifteen) working days and thereafter by 7th (Seven) day of the delivery of consignment to the stipulated premises of Company.

10.5 Refund of Security amount: The security amount deposited with the company will be released in four part payments of Rs.250/- (Rupees Two Fifty Only) each, in every following payments, following the clause 10.4 of the agreement, after the delivery of consignment to the stipulated premises of Company.

10.6 Payment Gateway: The payments to merchant/ vendor shall be done though electronic modes of transfer in the bank account provided by the merchant/ vendor. In any other case, the payments to be done as per the mutual understanding of both the parties.

10.7 Resolution of disputes: The Company shall not be responsible for any complaint in regards to payment gateway issues and system related errors. If any issue persists pertaining to the payment received but not credited, the matter will be adjudicated after settlement of dispute as per law. All costs and liabilities arising due to the same shall be solely borne by Merchant without any objection for interest. Company shall not be held liable for such discrepancies.

10.8 Reimbursement: The Company will reimburse the amount collected from the sale as per the terms mentioned in clause 10.4 for the order product that are sold and delivered successfully , through the website of Company (i.e. Merchant Product after deducting applicable fees (i.e. Payment Gateway Charges, Marketing Fee, or any return orders by end customer if applicable) and taxes etc.

11. REPRESENTATION AND GUARANTEE WARRANTIES BY BENFIT:

11.1 Merchant undertakes that the goods/products delivered are defect free, without any encumbrances and there has been no IPR violation of any third party by the Merchant.

11.2 For any defect in the products delivered by Merchant, then Merchant shall be solely responsible for the same, it is clarified that the QC team of Company is to assist the customers, but nowhere liable in any form, before any court of law for any fault and defect if the product of merchant is still defective.

11.3 The merchant shall be solely responsible for any defect pertaining to quality of product and material used, the company shall not be liable for quality and defect issues, and the liability of merchant prevails even after delivery of product.

11.4 Merchant shall be responsible to incur charges for all/any repairs/replacement etc. of the product prior / post the delivery of any such product.

11.5 The warranties in relation to any product shall be strictly in accordance with the Merchant warranty policy as applicable to the Product. The Company does not provide any warranty for the products sold by the merchant/ vendor.

12. DEBIT RULES:

12.1 In case of customer returns, the QC team of the Company or any other team appointed by Company will investigate and decide the reasons for the customer returns. The seller hereby agrees that if the QC team decides that the seller is responsible then Company is authorized to debit the Transfer price amount & Logistics Charges (Forward & Return) as per actual basic against each return.

12.2 The seller (Drop ship sellers only) hereby agrees that the Company is authorized to cancel the order if the order is not manifested within the allowed TAT and debit the Transfer price amount (mentioned below) against each cancelled order beyond allowed TAT (24-Hour TAT for order manifestation).

 

Debit type	Penalty on	Debit to partner
Cancellation of orders (DS)	Each transaction	Transfer price Amount

 

12.3 In case of short shipment fulfilment (product not returned), the Support team of the Company shall use GCs (gift coupons) in the settlement process with the customer. The seller hereby agrees that the Company is authorized to debit the amount used in the settlement process.

 

Debit type	Penalty on	Debit to partner
Short shipment fulfilment (Product not returned)	Each transaction	Basis the GC used in settlement with the customer

 

13. TERMINATION AND EFFECTS OF TERMINATION:

13.1 Termination: This Agreement may be terminated by the Company forthwith in the event 13.1.1 Vendor commits a material breach of any representation, obligations, covenant, warranty or term of this agreement and the same is not cured within 30 days after written notice given by the Company.

13.1.2 If a Petition for insolvency is filed against the Vendor.

13.1.3 If the Vendor is in infringement of the third party rights including intellectual property rights.

13.1.4 Vendor fails to make payment of the sum demanded on account of material discrepancy after it has been served a 48 hours written notice;

13.2 Notice Period: This agreement may be terminated by either party after serving upon the other assigning the reasons whereof, a written notice of 30 days. The company reserves the right to terminate the agreement with immediate effect, on violation of any terms, without assigning any reason. The agreement shall stand terminated after expiry of such period.

13.3 Effect of Termination:

13.3.1 In the event of termination/expiry of this Agreement, the Company shall remove the Links and shall discontinue display of the Products on online shopping portal www.jalebe.com with immediate effect.

13.3.2 The Company shall not be liable for any loss or damages (direct, indirect or inconsequential) incurred by the Vendor by virtue of termination of this agreement.

13.3.3 The termination shall not give any liberty to evade any liability to the merchant for products already sold or dispatched through the company, which are found to be defective.

13.3.4 During the period under notice both the parties shall be bound to perform its obligations incurred under this agreement and this sub-clause shall survive the termination of this agreement.

14. INDEMNITY:

14.1 The Merchant/ Vendor shall defend, indemnify and hold harmless the Company and each of 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 that arises out of or relates to:

14.2 Any actual or alleged breach of Merchant representations, warranties, or obligations, responsibility set forth in this Agreement; or

14.3 Merchant own catalogue or other sales channels, the products Merchant sell using the said platform, any content Merchant provide, the advertisement, offer, sale or return of any products Merchant sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products Merchant sell or the content Merchant provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

14.4 Merchant shall indemnify and hold the Company and their subsidiaries, affiliates, successors, assigns, and their officers, directors, shareholders, employees and agents harmless against any material claim, liability, demand, loss, damage, legal cases, judgment or other obligation or right of action, which may arise as a result of: -

14.4.1 Breach of any provision of this Agreement by Merchant;

14.4.2 Misrepresentation by Merchant to the Company or third Parties; or

14.4.3 Anything done or omitted to be done through the negligence or otherwise, default or misconduct of Merchant or of its officers, directors, employees or agents.

14.4.4 Breach of third party Intellectual Property rights.

15. CONFIDENTIALITY AND PRIVACY POLICY:

15.1 The contents of this agreement and any information passed on by the Company to the Vendor is highly confidential in nature and the Vendor agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Vendor under this Agreement. The said information shall not be used by the Vendor or its agents, servants, representatives or any person acting through or claiming through the Vendor for any purpose other than for the performance of its obligations under this Agreement.

15.2 The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach. 15.3 Each Party agrees that all terms and conditions of this Agreement will be deemed Confidential Information as defined therein. For avoidance of doubt, a Party may disclose Confidential Information as required to comply with binding orders of governmental entities that have jurisdiction over it or as otherwise required by Law, provided that such Party:

(a) gives the other Party reasonable written notice to allow the other Party to seek a protective order or other appropriate remedy (except to the extent that the original Party compliance with the foregoing would cause it to violate a court order or other legal requirement);

(b) discloses only such information as is required by the governmental entity or otherwise required by Law; and

(c) uses commercially reasonable efforts to obtain confidential treatment for any Confidential Information so disclosed.

15.4 The Company makes available any passwords or password-protected areas of any login for catalogue management or other service (e.g., in connection with the use of any Management Tools), Merchant will use reasonable precautions to maintain the security of such passwords and password- protected areas. If Merchant becomes aware that any such password or password-protected area has been compromised, The Merchant/ Vendor shall immediately notify Company of the same via a telephone number or other contact method (e.g., email address) designated by the Company for such purpose, which will be promptly confirmed by notice in writing, and will change the applicable passwords.

16. LIMITATION OF LIABILITY:

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

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

16.3 The Company shall not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection to this agreement, the inability to use the services or the transaction processing service, or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the services. This limitation shall apply regardless of the form of action, whether in contract or tort, including negligence, or any other form of action.

17. FORCE MAJEURE:

17.1 Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other than an obligation to make payment) under this Agreement due to unforeseen circumstances or any event which is beyond that Party's reasonable control and without its fault or negligence, but not limited to, acts of God, war, riots, embargoes, strikes, lockouts, acts of any Government authority, delays in obtaining licenses or rejection of applications under the Statutes, failure of telephone connections or power failure, fire or floods.

17.2 Neither Party will be liable for any failure to perform any of its obligations hereunder by reason of Force Majeure Event, provided that the affected Party provides the other Party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re-commence performance as promptly as possible; and provided further that if a Party performance is delayed for a period of more than thirty (30) days by reason of any Force Majeure Event, then the other Party may at its option, by written notice to the affected Party, either:

(a) terminate this Agreement; or

(b) extend the Term of this Agreement for a number of days equal to the duration of the affected Parties non-performance.

18. WAIVER & AMENDMENT:

18.1 To be effective, any waiver by a Party of any of its rights or the other Party obligations under this Agreement must be made in a writing signed by the Party to be charged with the waiver. Waiver of any breach of any term or condition of this Agreement will not be deemed a waiver of any prior or subsequent breach.

18.2 No failure or forbearance by either Party to insist upon or enforce performance by the other Party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise at Law or in equity will be construed as a waiver or relinquishment to any extent of such Party right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will be and remain in full force and effect.

18.3 Except as expressly set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by a duly authorized representative of each of the Parties.

19. SEVERABILITY: If any provision of this Agreement is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect in such jurisdiction and will be liberally construed in order to effectuate the purpose and intent of this Agreement, and the invalidity or unenforceability of any provision of this Agreement in any jurisdiction will not affect the validity or enforceability of any such provision in any other jurisdiction.

20. CHANGE IN POLICY:

20.1 The Site created and controlled by the Company and it reserves the right to make any changes to the website and the terms, conditions and disclaimers at any time without prior information to the customers or users of the services.

20.2 Merchants are bound to understand the terms and conditions before accessing to website of the company and using the service provided by Company. Merchant continuous use of the site after the revising the terms and conditions will be consider as Merchant acceptance of the said revised terms and conditions.

21. EXTENSION / RENEWAL / TERMINATION:

21.1 That the period of this agreement may be extended for a further period as may be mutually decided between the parties at the time of expiry of the agreement.

21.2 That the company reserves the right to alter any of the terms and conditions of these presents including the terms related to payment plan, web showcase and any other major or minor changes as per need of the Company without prior permission of merchant/ vendor at the time of renewal of the agreement.

22. DISPUTE RESOLUTION:

22.1 If there is any controversy, dispute or claim arising out of or relating interpretation or breach of this agreement, the parties will endeavour to settle it promptly.

22.2 If Parties fails in endeavour to settle amicably by mutual discussion any disputes, differences or claims whatsoever related to this agreement, or any other claim whatsoever, the parties hereby agree to refer the matter to a SOLE ARBITRATOR appointed by the Company at its sole discretion for adjudication of the dispute/ claim in accordance with the provisions of The Arbitration and Conciliation Act, 1996. The arbitration shall be held at Delhi.

22.3 The language of arbitration shall be English and the Arbitral Award shall be final and binding on both the parties. The Arbitration Award shall include allocation of the cost of the Arbitration Proceedings.

23. GOVERNING LAW AND JURISDICTION:

23.1 This agreement shall be subject to the applicable laws in for in India from time to time. In respect of all, Claims, matters/disputes arising out of, in connection with or in relation to this Agreement, only the competent Courts at Delhi shall have exclusive jurisdiction.

23.2 No other Court shall have jurisdiction to deal with any dispute or any matter between the parties arising out of this Agreement.

24. MISCELLANEOUS:

24.1 Entire Agreement: This Agreement (including all Attachments here to, and all documents incorporated herein by reference):

(a) represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any proposals, representations previous or contemporaneous oral or written agreements and any other communications between the Parties.

24.2 Assignment: The Merchant is prohibited to assign this Agreement or any of its rights hereunder, or delegate any of its obligations hereunder, whether voluntarily, involuntarily, by operation of Law or otherwise, without prior written consent of Company.

24.3 Independent Contractors: The Parties are entering this Agreement as independent contractors, and this Agreement will not be construed to create a partnership, joint venture, or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other or enter into any agreement or legally binding commitment or statement on the other behalf or in the other’s name.

24.4 Personnel: Each Party's personnel are employees, agents or subcontractors of such Party and are not employees, agents or subcontractors of the other Party. Each Party:

(a) has exclusive control over its personnel, its labour and employee relations, and its policies relating to wages, hours, working conditions and other employment conditions;

(b) has the exclusive right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its personnel;

(c) is solely responsible for all salaries and other compensation of its personnel; and

(d) is solely responsible for making all deductions and withholdings from the salaries and other compensation of its personnel and for paying all contributions, taxes and assessments in connection therewith.

24.5 No Third Party Beneficiaries: This Agreement is for and will be enforceable by, the Parties only. This Agreement is not intended to confer, and does not confer any right or benefit on any Third Party.

24.6 Non-Exclusivity: Except as expressly provided otherwise in this Agreement, each Party acknowledges that the rights and obligations of the Parties hereunder are non-exclusive and that each Party may engage in transactions with third parties, or undertake its own activities, whether or not similar to the transactions and other activities contemplated by this Agreement or competitive with the business, products or services of the other Party or its Affiliates.

24.7 Press Releases: Merchant will not make any public disclosures regarding this Agreement, its terms, the actions, activities or performance contemplated hereby, or the relationship between the Parties, without prior written consent of the Company. The Parties agree that the contents of the press releases shall not be given for printing or published without it being approved by the Company. In the event when Company issues any press release without prior approval of the Merchant with regards to this Agreement the same will not be considered as a material breach.

24.8 Notices: Except for notices for which an alternative procedure is identified in this Agreement, any notice or other communication under this Agreement given by either Party to the other Party will be in writing and, to be effective, must be sent to the intended recipient by prepaid registered letter, receipted commercial courier at its address(es) and to the attention of the officer(s) specified below; provided that no notice of termination of the Term of this Agreement will be or be deemed properly given unless sent by registered email with Jalebe.com.

24.9 Survival of provisions: Notwithstanding anything contained herein, the provisions of clauses dealing with products & contents, rights and licenses; representations and warranties; indemnification, infringements, claim; governing law and jurisdiction, dispute resolution arbitration and notices shall survive extinguishment of rights and obligations pursuant to termination of this agreement.

DISCLAIMER: THIS DISCLAIMER SHALL BE APPLICABLE TO ANY PERSON, COMPANY, INDIVIDUAL OR ENTITY WHO HAS ENTERED INTO THIS MERCHANT/VENDOR AGREEMENT AND OTHER RELATED SERVICES PROVIDED HEREIN. THE INFORMATION CONTAINED IN THESE TERMS AND CONDITIONS HAVE BEEN PROVIDED SPECIFICALLY FOR THE PURPOSE OF OFFERING THE SERVICES MENTIONED IN THIS AGREEMENT AND THE SAME IS ACKNOWLEDGED AND DULY SIGNED BY MERCHANT AND EXPLAINED TO HIM IN VERNACULAR. THE COMPANY DOES NOT HAVE ANY METHOD TO ASSESS OR VERIFY THE VERACITY OF INDIVIDUAL'S OR ENTITY'S OR THIRD PARTY'S PRODCUCT AND SERVICES WHICH ARE OFFERED UNDER THIS AGREEMENT. MERCNAHT FURTHER AGREE AND ACKNOWLEDGE THAT MERCHANT ALONE SHALL BE HELD RESPONSIBLE FOR ANY PROFIT OR LOSS INCURRED DURING THE TERM OF THIS AGREEMENT. MERCHANT EXPRESSLY AGREE THAT MERCHANT USE OF THIS SITE IS AT MERCHANT’S SOLE RISK. THE COMPANY SHALL NOT BE HELD LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE WEBSITE, SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES. IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed their respective hands to this agreement on the day, month and year first herein above mentioned. Witnesses:

1. _______________________ AR of the Company

2. ______________________ For Merchant/Vendor/Seller  

ANNEXURE -I

LIST OF PROHIBITED GOODS AND SERVICES

Adult goods and services:  Pornography and other sexually suggestive materials (including literature, imagery and other media); Any content or service encouraging escort or prostitution services.

Alcohol:  Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne.

Body Parts:  Organs or other Body Parts.

Bulk Marketing tools:  Email lists, software, or other products enabling unsolicited email messages (spam).

Cable descramblers and black boxes:  Devices intended to obtain cable and satellite signals for free.

Child Pornography:  Pornographic material involving minors.

Copyright Unlocking devices:  Mod chips or other devices designed to circumvent copyright protection.

Copyright media:  Unauthorized copies of books, music, movies, and other licensed or protected materials.

Copyright Software:  Unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software.

Counterfeit and unauthorized goods:  Replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods.

Drugs and drug paraphernalia:  Illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms.

Drug Test circumvention:  Drug cleansing shakes, urine test addictives and related.

Aids & items mentioned below:

Endangered Species:  Plants, animals or other organisms (including product derivatives) in danger of extention.

Gaming/ Gambling:  Lottery tickets, sports bets, memberships/ enrolments in online gambling sites,and related content.

Government IDs or Documents:  Fake IDs, passports, diplomas, and Noble tiles or other related documents.

Hacking and cracking materials:  Manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property

Illegal goods:  Materials, products, or information promoting illegal goods or enabling illegal acts.

Miracle cures:  Unsubstantiated cures, remedies or other items marketed as quick health fixes.

Offensive goods:  Literature, products or other materials that:

a)Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors.

b) Encourage or incite violent acts.

c) Promote intolerance or hatred.

Prescription drugs or herbal drugs or any kind of online pharmacies: Drugs or other products requiring a prescription by a licensed medical practitioner.

Pyrotechnic devise and hazardous materials:  Fireworks and related goods; toxic flammable, and radioactive materials and substances.

Regulated goods:  Air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications.

Securities:  Stocks, bonds, or related financial products.

Traffic devices:  Radar detectors/ Jammers, license plate covers, traffic signal changers, and related products.

Weapons:  Firearms, ammunition, knives, brass knuckles, gun parts, and other armaments.

Whole sale Currency:  Discounted currencies or currency exchanges.

Other products not specifically mentioned herein:  Any product or service, which is not in compliance with all applicable laws and regulations whether of state, local or international including the laws of India and the country where the goods are intended to be delivered.