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Retail Distributor Agreement

9 This Retall Distributor Agreement ("Agreement") dated 04112/2015 is entered into at (New Delhi] and executed by and
between:

g Getlt Storet Pvt. Ltd, a Company registered under the Companies Act, 1956 and having Its registered office at 1205, 12th

g
Floor, New Deihl House, Barakhambha Road, New Delhl-110001, acting through Its authorized signatory Pawan Lohla, AGM
Finance and hereinafter referred to as "Getlt Stores• (which expression shall unless It be repugnant to the oontext or meaning
o
thereof shall mean and Include its successors and permitted assigns); ~

I AND
~'
9~
• ADNETIC, a company/firm registered under the laws of India, having its registered office at 7, Kamal Appartments, Ganesh
Gali, Dakshini Society, Maninagar, Ahmedabad - 380008, acting through its authorized signatory, Mrs. Jlndgl Shah., ,
I hereinafter referred to as "RD" (which expression shall unless it be repugnant to the context or meaning thereof shall mean ..:
and include its successors and permitted assigns). {t_
I. Getit Stores and RD are hereinafter collectively referred to as "Parties· and individually as "Party•

Poge 1 of 18
WHEREAS:

A. Getit Stores is a company engaged in the business of connecting sellers and buyers of goods across India through
an ecommerce market place so that Sellers (as defined below) and &yers (as defined below) can transact on the
Platform (as defined below) and facilitating transactions between the Sellers and the Buyers on the Platform.

B. RD Is engaged in the business of[•) in the Territory (as defined below)

C The RD has represented that it has the necessary expertise and resources to provide the RD Deliverables (as
defined below) in the Territory, and is willing to use its existing infrastructure and resources to provide the RD
Deliverables, including but not limited to sale of store opening on www.askmebazaar.com or on
www.wholesale.askmebazaar.com.

D. Getit Stores is desirous of appointing retail distributors, with a view to increase its User (as defined below) base and
for promoting and selling Services and provide the Services through them to current and potential sellers in Territory.
Based on the representations and warranties of the RD, Getlt Stores is desirous of appointing the RD as its distributor
to provide the RD Deliverables in the Territory, on a non-exclusive basis, and the RD has agreed to be appointed
as the distributor upon the terms and conditions set out herein below.

NOW THEREFORE IN CONSIDERATION OF THE PREMISES ANO MUTUAL PROMISES, COVENANTS SET FORTH
HEREINAFTER THE PARTIES HERETO AGREE AS FOLLOWS:

1. Definitions & Interpretation

"Affiliate" shall mean, in relation to either Party, a person who controls, or is controlled by, or is under the common
control with such Party. For the purposes of this Agreement, including this definition, the expression ·control" means,
with respect to a person which Is a company or corporation, the ownership, directly or indirectly, of more than 50%
(Fifty Per Cent) of the voting shares of such person or the power to direct the management and policies of such
person, whether by operation of law or by contract or otherwise;

"Buyers• shall mean the buyers ordering and buying the Products listed by the Sellers on the Platform;

·commission· shall have the meaning asaibed to it in Clause 6.1 below;

"Confidential Information" shall have the meaning ascribed to it in Clause 17 .2 below;

"Contract Form• shall mean the format as may be prescribed by Gebt Stores from time to time;

"Effective Date" shall have the meaning ascribed to it in Clause 11 below;

"Intellectual Property• shall mean any and all property in any name, signature, word, letter, numeral or any
combination thereof, Trademark, brand name, service mark, trade name, design, logo, know-how, trade secrets
whether registered or not, belonging to Getit Stores;

"Logistic Partner" shall mean a couner or delivery service or logistic service provider as may be appointed by Gebt
Stores from time and time and intimated to the RD or such courier or delivery service or logistic partner nominated
by GeUt Store with whom the RD shall enter Into an agreement with the prior approval of Getit Stores;

"Platform· shall mean the platform provided by Getit Stores to the Buyers and the Sellers to buy and sell the
Products and includes orders received from Buyers through phone calls (both inbound and outbound), the mobile
phone applications, websites including the getitbazaar.com;

"Products" shall mean the products ordered by the &yers using the Platform;

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 "RD Contact Person· shall have the meaning ascribed to it in Clause 2.8.4 below;

"RD Deliverable" shall mean the services provided by the RD under the terms of this Agreement and as detailed in
Schedule II;

"Sales Force• shall have the meaning ascribed to it in Clause 2.8.4 below;

"Sellers· shall mean the Sellers approved by Getit Stores and listed on the Platform;

"Seivlces• shall mean the services offered by Getit Stores and includes associated services as may be offered by
Getit Stores from time to time, and as detailed in Schedule I;

"Term· shall have the meaning ascribed to such term in Clause 11 below;

"Territory" shall mean the AHMEDABAD;

"Trademarks" shall mean the Getit Stores trademarks; trade or commercial names owned by Getit Stores or its
Affiliate under which the Services are sold, as listed in Schedule IV hereto; and

"Users" shall mean the Sellers and/or the Buyers using the Platform for selling or buying the Products and Services.

1.2. In this Agreement:

1.2.1 references to statutes or statutory provisions include references to any orders, or regulations made thereunder and
references to any statute, provision, order or regulation include references to that statute, provision order or
regulation as amended, modified, re-enacted or replaced from time to time whether before or after the date thereof.

1.2.2 references to Recitals, Clauses, and Schedules are to the recitals, clauses and schedules of this Agreement. The
Recitals and Appendix form part of the operative provisions of this Agreement and references to this Agreement
shall, unless the context otherwise requires, indude references to Recitals and Appendix.

1.2.3 Clause headings are for convenience only and shall not form part of this Agreement for the purposes of its
interpretation.

1.2.4 the singular shall include the plural and vice versa, unless the context requires the contrary and words denoting one
gender indude the other gender.

1.2.5 where a word or phrase is defined, other parts of speech and grammatical forms and the cognate variations of that
word or phrase shall have corresponding meanings.

2. PURPOSE ANO SCOPE OF AGREEMENT

2.1 Subject to the terms and conditions of this Agreement and for the Term, unless terminated ear1ier in accordance
with the provisions of Clause 15 below, Getit Stores hereby appoints RD for acting as the authorised retail distributor
and the RD hereby accepts such appointment as the retail distributor for providing the RD Deliverables as detailed
in Schedule II, including but not limited to the enlistment of the Sellers for free stores on the Platform and providing
other RD Deliverables in relation to the Services in the Territory in accordance with all applicable laws. Getit Stores
shall have the right to amend, change and modify the RD Deliverables specified in Schedule II from time to time by
providing 7 (Seven) day's prior written notice to the RD. All such amends made to Schedule II by Getit Stores shall
be binding on the RD. In the event the RD does not agree to provide the RD Deliverables as amended from time to
time by Getit Stores, the RD shall have the right to terminate this Agreement in accordance with Clause 15.2 below.

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2.2 The RD undertakes to apply its best efforts to explore the market potential for efficiently providing the RD
Deliverables in the Territory during the Term and shall maintain all records and information in relation to the RD
Deliverables provided by the RD including but not limited to all details pertaining to the Sellers as per the format
prescribed by Getit Stores. The RD shall promptly upon a written or oral request, make available all such records
and documents to Getit Stores from time to time as and when required by Getit Stores. Further, the RD shall be
required to provide to Getit Stores a monthly written statement, as per the format prescribed by Getit Stores, of sales
achieved by the RD, the Sellers and entities contacted for selling the Services in the Territory. The RD shall ensure
that such written monthly statement shall be provided to Getit Stores promptly and no later than (7 (Seven)] days
from the end of each calendar month.

2.3 The RD shall make best efforts at its own cost and expense to, promote sales of the Services in the Territory by,
inter alia, frequently visiting the Sellers and potential Sellers as well as undertaking distributing, marketing and
promotional activities and providing information and material concerning the Services, in consultation and with prior
written approval of Getit Stores at all times.

2.4 It is expressly agreed by the RD that it will have constant and consistent interaction with such persons as may be
authorised in this regard by Getit Stores for providing sales, operational, mar1(eting and technical support to the RD
for the purposes of RD providing the RD Deliverables, promoting and selling the Services in the Territory.

2.5 The RD shall have such sufficient sales, service and marketing staff in the Territory as detailed in Clause 2.8.4 below
as per the best industry practice.

2.6 All advertising, promotional material and other information concerning the Services used by the RO shall at all times
bear the Trademarks of Getit Store and the RD shall not alter, obscure, remove, conceal or otherwise interfere with
any markings, trademarks, or other indication of the source of origin placed on the advertising and promotional
material by Getit Stores.

2.7 The RD agrees that for the Term of this Agreement, the RD shall not in the Territory, directly or indirectly distribute
or market or sell or promote any services and/ provide services same or similar to the Services and/or which compete
with the Services.

2.8 Obligations of the RD in relation to sale of Services to Sellers

2.8.1 The RD shall ensure that all contracts signed by the prospective Sellers must have all the required information duly
filed in the Contract Form specified by Getit Stores. RD must take utmost care in ensuring that the Contract Forms
are signed and complete in all respects and shall be responsible for verifying all the information provided by the
prospective Seller. All original Contract Forms signed by the Sellers must be submitted with the authorised person
of Getit Stores at the regional office in the Territory as may be specified by Getit Stores from time to time within 2
(Two) working days from the Contract Form signing date.

2.8.2 The RD shall prior to getting a Contract Form signed from any prospective Seller inform each such Seller that Getit
Stores has the sole right to accept or reject any Contract Form upon verification of the infonnation provided by the
RD and the prospective Seller in the Contract Form. Getit Stores shall have the right to refuse any Contract Form
signed by the prospective Seller at its sole discretion without assigning any reasons. It is hereby clarified that the
RD shall not receive any commission for listing of a Seller.
Q
2.8.3 The RD shall prior to getting a Contract Form signed from any prospective Sellers ensure that the Sellers signing i'
the Contract Form for local listing in the Territory meet the criteria's specified by Getit Stores as detailed in Schedule
II.
2.8.4 The RD undertakes that it shall employ and ensure that at all the times during the Term of this Agreement a dedicated
team of professionally qualified and skilled personnel are available for providing the RD Deliverables under this
Agreement ("Sales Force"). The RD shall appoint a retail distributor sales executive ("RD Contact Person"), who
shall be the point of contact for communications between Getit Stores and the RD in relation to the RO Deliverables
to be provided in accordance with the terms of this Agreement The name and the contact details of the RD Contact i......
Person shall be informed by RD to Getit Stores in writing. In the event of any change of the RD Contact Person, RD &.
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 shall provide prior written information to Getit Stores. The RD is required to have adequate infrastructure including
computer, telephone. uninterrupted internet connections. telephone connections, email ids for its personnel. office
space, pick-up and delivery units and staff in order to provide the RD Deliverables as per the terms and conditions
of this Agreement.

2.8.5 The RD shall not provide any warranty. commitment, assurances in respect of any of the Services without the prior
written consent of Getit Stores.

2.8.6 The RD shall ensure that all times during the Term of this Agreement, all pick-ups and deliveries made by the RD
are updated on the FAREYE application ("App") provided by Getit Stores to the RD [.free of cost]. The RD shall
ensure that all status updates in relation to the pick-ups and deliveries made by the RD are made only through the
App and in this regard the RD shall keep the information up to date on a real time basis. The RD hereby however
agrees and acknowledges that RD shall not undertake any manual updation of the App software, in its entirety or
any part thereof. Any updation of the App software shall only be undertaken by the designated technical team of
Getit Stores, as may be specified by Getit Stores from time to time.

2.8.7 The Services will be marketed and promoted by RD in the Territory in such manner as may be specified by Getit
Stores from time to time. The RD shall endeavor to promote and popularize the Services and shall not do anything
that may prevent or interfere with the development promotion and popularization of the Services.

2.8.8 The RD hereby undertakes to carry out such directions and instructions as may from time to time be issued by Getit
Stores and shall comply with all rules. policies issued by Getit Stores together with any modification(s) or additions
thereof and to keep itself acquainted with the aforesaid policies and rules.

2.9 Obligations of the RD in relation to the distribution of the Products to Buyers

2.9.1 The RD shall have no claim. charge or lien whatsoever on the Products, notwithstanding any claim or dispute the
RD may have against Getit Stores or otherwise. The RD shall have possession of the Products as a bailee, strictly
in accordance with the terms of this Agreement.

2.9.2 The RD further acknowledges that the Products have been kept in its possession while RD is acting as the baliee
and all duties and obligations of a bailee are imposed on the RD vis-a-vis its relationship with Getit Stores regarding
the Products and that it shall not at any time during the Term of this Agreement, sublet or part with the possession
of the Products to any other person or body in any form whatsoever, other than in accordance with the terms of this
Agreement, without the prior written consent of Getit Stores. The RD further acknowledges that under any
circumstances including and not limited to in the event of dispute with Getit Stores. it will not hold or retain the
Products of a Seller and/or Buyer and shall continue to provide the RD Deliverables as per the terms and conditions
of this Agreement, in such circumstances RD shall be liable to indemnify Getit Stores, for any claim, loss, damage,
costs, expenses, or third party claims including and not limited to any claims made by Sellers or Buyers incurred or
suffered by Getit Stores on this account. It is hereby clarified that the RD shall under no circumstances unduly hold
the stock of the Products of a Seller for more than 48 (Forty Eight) hours from the time such Product becomes
eligible for return.

2.9.3 During the Term of this Agreement, the RD as the bailee undertakes to handle Products with due care and diligence
as per best industry practices and shall, ensure that all its employees and agents shall in no manner whatsoever
breach the RD's obligations as detailed in this Agreement.
0
I
The RD shall have the sole responsibility to obtain all licenses and approvals required to be obtained by the RD in
2.9.4
relation to the storage of the Products and the RO shall indemnify and keep indemnified Getit Stores in case of any
loss, claim and/or damages incurred by Getit Stores in this regard.
'-{i
I~

2.9.5 The RO shall be responsible to undertake the delivery and dispatch of the Products directly to the Buyers located in
its Territory or indirectly to the Buyer outside the Territory in accordance with the terms of Schedule II.

3. Rightsand Obligationsof GetitStores

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3.1 Getit Stores shall provide advertisements on the Platform, which have been subscribed to by the Sellers as part of
the Services sold by the RO. Getit Stores, however will have the right to reject any advertisement, information,
material etc. supplied to it by the RD as part of a Services purchased by a Seller out of available Services options.
RD shall ensure that all advertisements obtained by it from the Sellers and provided by it to Getit Stores shall at all
times during the Term of this Agreement conform to the terms and conditions as may be issued by Getit Stores in
relation to the said Services.

3.2 Getit Stores shall be free to add and/or delete any Service for sale through RD at any time during the Term of this
Agreement at its sole discretion, without any prior notice or without assigning any reasons.

3.3 Getit Stores shall have the right to review the performance of the RD on a regular basis and undertake an audit of
the RD every quarter. The RD shall permit Getit Stores and/or the Getit Store's authorised representatives to inspect
its office premises and/or the warehouse were the Products are being stored by the RD. The RD shall upon receipt
of [7] ([Seven)) days' prior written notice from Getit Stores provide Getit Stores and/or Getit Store's authorised
representative access to all records related to performance of the RD in relation to the RD Deliverables including
providing copies of the same. Such inspection shall take place during the normal business hours of the RD's office.
All costs and expenses incurred for conducting Audit by any personneVauthorised representative of Getit Sores
visiting the RD's office premises shall be borne by the RD. These expenses wilt not include expenses relating to
travelling and boarding expenses upto RD office premises.

3.4 Getit Stores shall be responsible for creating and uploading the Sellers information and Products on the Platform.
Getit Stores shall also provide such facilities to the RD, from time to time, as it may deem appropriate, to ensure
successful completion of the transaction.

4. Non-Exclusivity

4.1 The RD hereby agrees and acknowledges that the appointment of the RD as the distributor of Getit Stores in the
Territory in relation to providing the RD Deliverables including the sale of the Services shall be on a non-exclusive
basis. Getit Stores shall at all times be free to send its personnel to the Territory in order to harmonise the RD's
activities with its own commercial policy and to take direct contact with the Sellers in the Territory, in such manner
as it may deem appropriate.

4.2 Nothing in this Agreement shall be construed as precluding or restricting the rights of Getit Stores and/or its Affiliates,
in any manner whatsoever, from undertaking the RD Deliverables provided by the RD including distributing,
marketing, promoting, and/or selling a Service in the Territory or elsewhere, either directly through itself or through
any third party whatsoever.

5. Security Deposit

The RD shall deposit a sum of INR. Rs 10,000 (Rupees Ten Thousand only) as interest free refundable security
deposit on the date of execution of this Agreement (·security Deposit"). The Security Deposit shall be paid by
cheque/DD/ RTGS in the name of Getit Stores Private Limited. The Security Deposit will be refunded to the RD
within [30] days of expiry or prior termination of the Agreement after deduction of any amount as may be receivable
from the RD in accordance with Clause 7 below. It is hereby clarified that no interest shall be paid by Getit Stores to
RD on the Security Deposit.

6. Pricing to be offered by RD for the Services

6.1 Pricing for the Services

The RD hereby undertakes and agrees to offer the Services to the Sellers in accordance with the rates prescribed
by Getit Stores and as may be amended by Getit Stores from time to time. The RD shall ensure that the Services
are being offered to the Sellers for a commission payable by the Sellers to Getit in relation to every 'Successful
Transaction' to be deducted from product value supplied by seller as specified in Schedule II of this Agreement, for

Page 6 of 18
 all local listings in the Territory ("Commission•). The RD shall not charge any additional fees or commission from
the Sellers. For the purposes of this Agreement a 'Successful Transaction' shall mean receipt of an
acknowledgement from the Buyers of the satisfaction and receipt of the Products

The Commission payable by a Seller to Getit in relation to every Successful Transaction shall be deducted from the
amount payable to seller. The RD shall prior to getting a Contract Form signed from any prospective Sellers, inform
the Sellers that the Commission shall be deducted from the Amount payable

6.2 Pricing for the Products

It is hereby clarified that the pricing of the Products offered by the Sellers on the Platfonn shall be detennined by
the Sellers offering the Products in the case of a national listing and in the case of a local listing the pricing shall be
pre-approved by Getit Stores. The RD is distributing and delivering the Products offered by the Sellers to the Buyers,
the RD shall not charge the Buyers any additional charges for delivery of the Products.

7. Collections

7.1 Collections for Services to Seller

7.1.1 All collections by the RD in relation to the Services shall be made by RD in favour of the RD and the RD shall issue
a receipt to the Seller for the same. It is hereby agreed between the Parties that the collections made by the RD in
relation to the Services will be deposited with.

7.2 Collection for Products distributed and delivered by the RD to Buyers

7 .2.1 All collections made by the RD in relation to the distribution and delivery of the Products ordered by the Buyers shall
be in the name of 'Getit Stores Private Limited'. In the case the Buyers opt for the cash on delivery option, all
collections shall be received by the RD for which RD shall issue a receipt to the Buyers and provide a copy of the
same with acknowledgement of receipt of delivery from the Buyer to Getit Stores within 24 (Twenty Four) hours from
the date of delivery of the Product. It is hereby agreed by the RD that RD shall hold the cash collected by it from the
Buyer in trust for Getit Stores and will act in a fiduciary capacity while holding the cash collected by it. RD is also
required to give order wise deposit details on daily basis to Getit Stores and it shall no later than 24 (Twenty Four)
hours from the time of collection of the cash from each Buyer deposit the cash into the designated bank account as
may be informed by Getit Stores from time to time. If the RD fails to deposit the collection amount in the manner
contemplated herein, the RD shall be subjected to a penalty as per the policy of Getit Stores, from time to time and
Getit Stores shall have the right to tenninate this Agreement.

7.2.2 The RD shall collect 100% of the value of the Products delivered to the Buyers and shall not provide any discount
or charge any additional charges from the Buyers.

7.2.3 It is hereby clarified that the RD shall not be authorized to collect any type of payment by cash
/cheque/payorder/demand draft/ECS in its name or in any other name other than "Getit Stores Private Limited" from
the Buyers for the Products.

8. Commission on sale and its settlement

8.1 Commission for the RD Deliverables

8.1.1 It is hereby agreed between the Parties that the RD shall be eligible for a commission for every Successful
Transaction by the RD to Getit Stores in consideration for the RD Deliverables provided by the RD in accordance
with the terms of this Agreement in the manner detailed in Schedule Ill of this Agreement The RD hereby agrees
and acknowledges that the RD shall not be eligible for any additional commission or consideration for listing Sellers
as part of RD Deliverables for the Services.

8.2 Commission for delivering and distribution of the Products to the Buyers

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8.2.1 It is hereby agreed between the Parties that Getit Stores shall pay the RD a fixed amount per day per App units
provided by Getit Stores to the RD, in relation to the pick-up and delivery of the Products from the Sellers and
delivery and distribution of the Products to the Buyers in the Territory in the manner detailed in Schedule Ill of this
Agreement.

8.2.3 It is hereby agreed between the Parties that in relation to the deliveries required to be made by the RD outside the
Territory, the RD shall pick-up and deliver the Products to the identified Logistic Partner, within [48 (Forty Eight)]
hours of an order being placed on the Platform by a Buyer. In the event the RD is required to enter into an agreement
with a Logistic Partner, it shall do so with the prior approval of Getit Stores, for the delivery and dispatch of the
Products. The RD shall be reimbursed for the costs incurred by the RD in relation payments made by the Logistic
Partner. It is hereby clarified that the RD shall be required to obtain the written approval from Getit Stores prior to
incurring any costs and shall be required to provide copies of supporting documents for the costs incurred.

8.3 Deduction of Tax

8.3.1 Getit Stores shall be entitled to deduct tax at source, if and as required by law from time to time from the service
fee/commission payable to the RD in accordance with the terms and conditions of this Agreement. Getit stores shall
issue appropriate tax deduction certificates, as maybe required under applicable law, to the RD for such deduction
of tax at source. Further, the RD shall be solely responsible for any and taxes in relation to this Agreement as are
applicable at the time of execution of this Agreement or as may be applicable any time thereafter, including the
payment of applicable service tax, and Getit Stores shall have no liability whatsoever in this respect.

8.3.2 The RD shall also be responsible for collecting tax deducted at source certificates from the Sellers signed by them.
In case of failure to do so, the tax deducted at source amount shall be debited to RD.

8.4 Getit Stores shall have the sole right to amend, modify or change the commission payable to the RD for the provision
of the RD Deliverables under this Agreement from time to time by way of an amendment to this Agreement. The RD
hereby agrees that the RD shall not object to any such amendment of the commission payable by Getit Stores, from
time to time.

9. Refund Handling

9.1 Any refund payable to the Users for the Services provided to the Sellers or against return of a Product by the Buyer,
will be made by Getit Stores directly to the User. Any commission paid to RD for such sale of the Service or the
Products shall also be reversed and adjusted from the final amount payable and recoverable for the month in which
refund is done.

9.2 In event Getit Stores requests RD to refund the User directly; such direct payment made shall be released to the
RD (on submission of necessary proof of refund) along with commission payable to RD in the subsequent month(s),
after making necessary adjustments.

10. Employment of the Sales Force

10.1 The RD shall be solely responsible for the employment of the Sales Force engaged and for discharging all
obligations to or in connection with such Sales Force. The RD shall have absolute freedom to regulate his man-
power requirements, their working hours, working days, discipline, control and supervision, rate and payment of
wages, terms of employment, providing amenities and benefits that may be required under the law for the time being
and from time to time in force.

10.2 It is expressly agreed that aH workmen, staff and employees including the Sales Force shall always be the employees
of the RD and nothing herein shall be deemed to constitute said workmen and staff as employees of Getit Stores.

10.3 As and when this Agreement is terminated, the employment of the Sales Force as engaged by the RD, their wages,
dues and all claims shall be the responsibility of the RD. The RD shall at all times, hold Getit Stores indemnified

Page 8 of 18
 against any claim whatsoever that may be raised against Getit stores by the workers and employees of the RD
including the Sales Force.

10.4 The RO shall comply with all statutory obligations under existing and future labour laws and shall hold Getit Stores
indemnified against any liability and responsibility arising out of the employment non-employment or accidents
suffered by such employees in the course of their employment, payment of wages and other statutory benefits.

10.5 It is hereby clarified that the RD shall be solely responsible for the collection of information pertaining to the Sellers,
the details pertaining to the products offered by the Sellers, for the Sellers products, Sellers product description, etc.
shall be on the RD. The RD shall be solely responsible for collecting and updating the information from time to time
as may be specified by Getit Stores.

11. Term

This Agreement shall be effective from [04/12/20151 ("Effective Date•) and shall continue for an initial period of [1
(One)] years from the Effective Date unless terminated earlier in accordance with the terms of Clause 15 below
("Term·). Upon the expiry of the Term, this Agreement shall be renewed for a period of(1 (One)J year on such terms
and conditions as may be mutually agreed between the Parties.

12. IntellectualProperty Rights

12.1 Getit Stores expressly grants to the RD a right to use the Trademarks of Getit Stores solely for the purpose of
providing the RD Deliverables and securing the contracts for the Services in accordance with the terms this
Agreement The RD shall while providing the RD Deliverables under this Agreement including and not limited to the
sale of the Services and the distribution and delivery of the Products to the Buyers mention in connection with use
of the Trademarks that the owner thereof is Getit Stores.

12.2 The RD agrees not to register, use or file in its own name or in the name of any other person or company any
trademarks same or similar or resembling in any manner the Trademarks and not to associate the Trademarks with
its own business, except for the purpose stated in Clause 12.1 above. The RD shall not claim any right, title, or
interest in the Trademarks and the same shall at all times continue to be the exclusive property of Getit Stores. The
obligation herein above set forth shall survive termination of this Agreement for any reason whatsoever.

12.3 Upon the termination of this Agreement for any reason, the RD shall immediately cease to use the Trademarks in
any manner whatsoever.

12.4 Notwithstanding the above, the RD shall keep Getit Stores informed of all possible infringements of the Trademarks
in the Territory and shall assist Getit Stores in all reasonable ways in defending Getit Stores rights and protect the
Trademarl<s in the Territory.

13. Representationsand Warranties

13.1 Each Party hereby represents and warrants to the other Party as follows:

(i) it is duly organised and validly existing under the laws of its incorporation and has full power and authority
to enter into this Agreement and to perform its obligations under this Agreement;

(ii) the execution and delivery of this Agreement and the performance by it of its obligations under this
Agreement have been duly and validly authorised by all necessary corporate actions on its part. This
Agreement constitutes a legal, valid and binding obligation of such Party enforceable against it in
accordance with its terms;

Page 9 of 18
 (iii) the execution, delivery and performance by such Party of this Agreement and the acts and transactions
contemplated hereby do not and will not, with or without the giving of notice or lapse of time or both,
violate, conflict with, require any consent under or result in a breach of or default under:

{a) applicable law; or

(b) any order, judgment or decree applicable to it; or

{c) any term, condition, covenant, undertaking, agreement or other instrument to which it is a party
or by which it is bound;

(iv) there are no legal, quasi-legal, administrative, arbitration, mediation, conciliation or other proceedings,
claims, actions, governmental investigations, orders, judgements or decrees of any nature made, existing,
or pending or, to its best knowledge, threatened or anticipated, which may prejudicially affect the due
performance or enforceability of this Agreement or any obligation, act, omission or transactions
contemplated hereunder; and

(v) that it will comply with all applicable laws and regulatory requirements in connection with the perfonnance
of its obligations under this Agreement, and will not do or permit anything to be done which might cause
or otherwise result in a breach of this Agreement or cause any detriment to the transactions herein
envisaged.

14. Liability and Indemnity

14.1 The RD shall be liable for and hereby undertakes to defend, indemnify and hold harmless Getit Stores, including its
Affiliates, directors, officers, employees, representatives and agents, against any liability, claims, loss, damage,
costs, expenses, or third party claims including and not limited to any claims made by Sellers or Buyers suffered by
Getit Stores on account of any breach of terms, conditions, representations and warranties, non-perfonnance of the
RD Deliverables or obligations arising out of this Agreement by RD or any act of omission, fraud and negligence,
embezzlement, misappropriation of money or any default whatsoever by RD or any of its officers, employees and/or
agents; or violation of intellectual property rights of any third party due to any act/omission or default by the RD or
any of its officers, employees and/ or agents.

14.2 The RD shall bear full liability for its activities under this Agreement with respect to the promotion, distribution,
marketing and/or sale of the Services in the Territory and for any other activities carried out by them under or in
relation to the RD Deliverables to be provided under this Agreement. The RD shall indemnify and keep indemnified
Getit Stores, including its Affiliates, directors, officers, employees, representatives and agents, harmless from and
against all damages, claims or losses which may be made against any of them by reason of the RD's activities or
by reason of acts of commission or omission of its directors, officers, employees, representatives or agents with
regard to such activities.

15. Termination

15.1 During the Tenn of this Agreement, Getit Stores shall be entitled to terminate this Agreement [by giving Seven [7)
days) notice if:

(i) if the RD commits a material breach of any of the terms and conditions of this Agreement which is not
capable of being cured within a period of [2] days of notice of such breach having been served on RD by
Getit Stores;

(ii) if the RD becomes or is declared bankrupt, insolvent or goes into voluntary or compulsory liquidation,
except for the purpose of amalgamation or reconstruction; or

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 (iii) if any distress or attachment is levied, or any receiver is appointed in respect of the business or a
substantial part of the property or assets of the RD, or if if takes any similar action in consequences of
debt; or

(iv) If the cash collected is not deposited into the designated bank account of Getit Stores within 24 (Twenty
Four) hours of collection; or

(v) If the stock of the Products is not returned to Seller within 48 (Forty Eight) hours of the said Product
becoming due for return.

15.2 Both Getit Stores and RD shall reserve have the right to terminate this Agreement at any time without assigning any
reason or cause by giving an advance notice in writing of 30 (Thirty) days to other Party.

16. Effect of Termination

(i) In the event of termination in accordance with Clause 15.1 (i) above, the commission earned during the
cure period shall be liable to be forfeited and if the commission has already been paid to the RD, the RD
must forthwith refund it to Getit Stores.

(ii) Any signed Contract Form and other documents in possession of the RD must be handed over to Getit
Stores within 7 (Seven) days of termination of this Agreement.

(iii) Any amount collected by RD after the termination of this Agreement will have to be transferred/submitted
to Getit Stores in full (no commission is payable on such collections) immediately upon termination.

(iv) The RD shall promptly forward to Getit Stores, any and all written information, data and documentation,
all promotional material, customer lists and other relevant material relating to the Services in its possession
or control free of charge and without retaining any copies, elaboration, excerpts etc. thereof. Any other
collaterals, unused Contract Forms, training material, publicity material, signage etc. in possession of the
RD shall be returned to Getit Stores within 7 (Seven) days.

(v) The RD shall on expiry or prior termination cease to have any further rights to use the Trademarks and
any other intellectual property rights of Getit Stores in any manner whatsoever.

(vi) The RD shall return all Products and all material relating to the Services in its custody for delivery to Getit
Stores within Seven [7] days of termination of this Agreement at its own costs.

17. Confidentiality

17.1 Each of the Parties shall procure that during the term of this Agreement and at all times thereafter they shall keep
confidential and cause their respective Affiliates, directors, officers, representatives, employees and agents, as the
case may be, to keep confidential any Confidential Information and trade secrets which any such persons may
acquire in relation to the transactions contemplated by this Agreement or in relation to the employees, clients,
business or affairs of the other Party and shall not use or disclose such information except with the consent of the
other Party. The restrictions in this Clause 17.1 shall not apply to any information:

(i) which is at the date of this Agreement publicly available other than through breach of this Agreement by
any Party;

(ii) which was known to the Party, as evidenced by its written records, prior to it receiving such confidential
information;

(iii) which subsequently comes lawfully into the possession of the disclosing Party by a third party which did
not require any obligation of confidentiality; or

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 (iv) which is required to be disclosed in accordance with the requirements of law, any Governmental authority,
any stock exchange regulation or any binding judgment, order or requirement of any court or other
competent authority.

For the purpose of this Clause "Confidential Information• means all the information of a confidential nature disclosed
(whether in writing, verbally or by any other means and whether directly or indirectly) by a Party to the other Party
whether before or after the date of this Agreement.

17.2 The Parties shall not advertise, publish or otherwise disclose the terms of this Agreement without the prior written
approval of the other Party. All copies of material relating to this Agreement or the transaction hereunder which are
intended for publication in any form must have the principle approval of the Parties prior to publication.

18. Notice

18.1 Any notice pursuant to this Agreement shall be in writing signed by (or by some person duly authorised by) the
person giving it and may be served by leaving it or sending it by facsimile, prepaid recorded delivery or registered
post addressed as follows (or to such other address as shall have been duly notified in accordance with this Clause):

If to Getit Stores

Getit Stores Private Limited

Address: 1205, 12th Floor, New Delhi House,
Barakhambha Road,
New Delhi-110001
Fax: [•]
Attention: Anand Sonbhadra, C.F.0.

If to the RD
ADNETIC
Address: 7, Kamal Appartments, Ganesh Gali,
Dakshini Society, Maninagar,
Ahmedabad - 380008
Fax: [•)
Attention: Mr. Chirag G. Shah

All notices given in accordance with Clause 18.1 shall be deemed to have been served as follows:

(A) if delivered by hand, at the time of delivery;

(8) if posted, at the expiration of 5 (Five) days after the envelope containing the same was delivered into the
custody of the postal authorities; and

(C) if communicated by facsimile, on receipt of confirmation of successful transmission.

19. Dispute resolution and Governing Law

19.1 In the event any dispute arises between the Parties out of or in connection with this Agreement, including the validity
thereof, the Parties hereto shall endeavor to settle such dispute amicably in the first instance. The attempt to bring
about an amicable settlement shall be treated as having failed as soon as one of the Parties hereto, after reasonable
attempts, which shall continue for not less than 15 (Fifteen) days, gives a notice to this effect, to the other party in
writing.

19.2 In case of such failure, the dispute shall be referred to arbitration by a sole Arbitrator to be appointed by Getit Stores.
The arbitration proceedings shall be held in New Delhi, India. The language to be used in the arbitration proceedings

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 shall be English. The arbitration proceedings shall be held in accordance with provisions of the Indian Arbitration
and Conciliation Act, 1996 and the rules made there under, as amended from time to time.

19.3 This Agreement shall be governed and interpreted in accordance with Indian laws and the Parties submit to the
jurisdiction of the courts at Delhi, India.

20. Relationshipbetween Parties

The Parties are entering into this agreement on a principal to principal basis. Nothing in this Agreement shall be
deemed to constitute a partnership between the Parties or constitute any Party the agent of any other Party for any
purpose or entitle any party to commit or bind any other Party in any manner or give rise to fiduciary duties by one
Party in favour of any other.

21. Waiver

The failure of any Party to insist upon a strict performance of any of the terms or provisions of this Agreement, or to
exercise any option, right or remedy herein contained, shall not be construed as a waiver or as a relinquishment of
such term, provision, option, right or remedy, but the same shall continue and remain in full force and effect. No
waiver by any Party of any term or provision hereof shall be deemed to have been made unless expressed in writing
and signed by such Party.

22. Severability

If any portion of this Agreement shall be declared invalid by order, decree or judgment of a court of competent
jurisdiction, this Agreement shall be construed as if such portion had not been inserted herein except when such
construction would constitute a substantial deviation from the general intent and purpose of the Parties as reflected
in this Agreement.

23. Assignment

RD shall not have the right to assign its rights or obligations under this Agreement or otherwise transfer the benefit
of this Agreement or part thereof to any third party.

24. Force Majeure

Neither of the Parties will be in breach of this Agreement to the extent that such party is unable to perform due to
any event of 'force majeure', including, without limitation, fire, explosion, earthquake, epidemic, war, strike, riot, civil
disobedience, act of God or any governmental law, decree or ordinance, and neither party shall be liable to the other
for any of its obligations hereunder during the period that such 'force majeure' event remains in effect provided the
Party claiming non-performance due to an event of 'force majeure' has served a notice on the other Party of such
'force majeure' event .

25. Amendment

This Agreement may be amended only by an instrument in writing signed by each party to this Agreement.

26. EntireAgreement

This Agreement constitutes the entire agreement between Getit Stores and the RD's to the matters contained herein
and supersedes any prior agreement, arrangement or understanding between the Parties concerning the same or
similar matters. To be effective, any variation of this Agreement must be in writing and signed by both Parties.

IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above.

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 Schedule I
Services

1. Providing a Platform to Seller for selling of goods and services as defined in [Recital A];

Page 1Sof18
 Schedule II
RO Deliverables

1. The RD shall during the Term of this Agreement undertake registration of Sellers with Getit Stores. For a Seller to
avail the Services, the RD shall take all necessary steps required to be taken by it as per the terms of this Agreement
so that Getit Stores can proceed to complete the registration process.
2. The RD shall prior to getting a Contract Form signed from any prospective Seller ensure that the Seller is a retailer,
trader or wholesaler selling the Products in the Territory.

3. The RD shall be responsible for pick-up and delivery of the Products in the Territory within 24 {Twenty Four) hours
of an order being placed by a Buyer on the Platform. Further, the RD shall be responsible for pick-up of the Products
from the Sellers and delivery of the Products to the Logistic Partner, within 48 {Forty Eight) hours in the case of
deliveries outside the Territory.

4. The RD shall collect the Products from local Seller located within the Territory, in a timely manner within the timelines
specified by Getit Stores, from a local Seller located within the Territory on whom an order has been placed by a
Buyer which order has been confirmed by Getit Stores and a communication of such order confirmation with the
date of collection has been provided to the RD.

5. The RD shall in a timely manner, within the timelines specified by Getit Stores dispatch the Products directly to a
Buyer located in the Territory or dispatch the Product to a Logistic Partner for the delivery of the Products outside
the Territory.

6. The RD shall in a timely manner, undertake the delivery tasks allotted to the RD for each App unit per day. Further,
in the case of local deliveries in the Territory, the RD shall ensure completion of the deliveries assigned to through
each App unit, within 24 (Twenty Four) hours or the next day, as the case maybe.

7. In the event an order placed by a Buyer for the Products is either cancelled or returned, then:

{a) the RD shall, if the Buyer returning the Product located in its Territory, collect the Product from the Buyer
and directly return the Product to the Seller located in its Territory or deliver the Product to the Logistic
Partner if the Seller is located outside its Territory;

{b) if the Buyer is located outside the Territory, the RD shall return the Product delivered by the Logistic
Partner to the Seller located in its Territory.

8. The RD shall be responsible for the collection of cash on delivery payments in relation to the Products directly
delivered by the RD to the Buyers in its Territory;

9. The RD shall in a timely manner deposit the amounts collected by the RD from the Buyers making payment in cash
on delivery of the Product in Getit Stores' account in accordance with the instructions received from Getit Stores
from time to time;

10. The RD shall be responsible for selling promotion packages, premium sites or any other services as may be offered
by Getit Stores time to time.

11. The RD is also responsible for fulfillment to business-to-business (B2B) orders as may be received by Getit Stores
time to time.

12. The RD shall be responsible for preparing a reconciliation statement on a [weekly] basis of the monies collected
from the Buyer making payment in cash on delivery of the Product;

13. The RD shall take all necessary steps to promote the Services and generate leads for increasing Buyer base of
Getit Stores; and
14. The RD shall provide any other service as may be defined by Getit Stores from time to time.

Page 16 of 18
 Schedule Ill
Rate of Commission and Payment

1. RD shall be eligible for a commission for every Successful Transaction in the form of 30% of commission earned on
NDD Business % of the
2. It is hereby agreed between the Parties that Getit Stores shall pay the RO a fixed sum of INR 550 per day per App
unit provided by Getit Stores to the RO, in relation to the pickup of the Products from the Sellers and delivery and
distribution of the Products to the Buyers in the Territory, subject to the RD delivering 100% of the Products required
to be delivered on a particular day i.e. 100% of task completion and INR 350 per App unit for 80% of the Products
required to be delivered on a particular day i.e. 80% of the task completion. In case of less than 80% of deliveries
on a particular day, the RD shall not be eligible for amount mentioned above for such day and the outstanding
delivery tasks shall be carried forward to the next day. It is hereby clarified that for each App unit there can be
number of delivery tasks for each day and the 80% or 100% shall be calculated on the delivery task completion as
per each App unit records, the number of delivery task for such day and the time of completion of the delivery tasks.
If RO unable to complete the delivery tasks allotted to the RO for a particular day, the same shall be carried forward
to next day delivery tasks and the 80% or 100% of the task completion shall be calculated on total delivery tasks for
the next task including pending delivery tasks carried forward.

3. The service tax, if applicable, on the above amount will be paid extra.

4. The backend subsidy as per the prevailing Getit Stores' policy.

5. The above structure is subject to change from time to time, at the sole discretion of Getit Stores by way of
written/email communication to RD.

i...."
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 Schedule IV
Trademarks
[Insert details]

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