ON THE LETTER HEAD OF SELLER

LETTER OF INTENT

Dated: [•]

To,
Yaari Digital Integrated Service Limited,
Plot No. 448-451, Udyog Vihar,
Phase-V, Gurgaon, Haryana, India

Kind Attn.: ___________

SUBJECT: Letter of Intent (LOI) for onboarding Seller on the Platform (defined below)
owned by Yaari Digital Integrated Service Limited

Dear Sir(s),

This has reference to our discussions for onboarding of the “Seller” on the Platform owned/provided
by Yaari Digital Integrated Service Limited (“Company” or “Yaari”) on the terms and conditions as
outlined in this letter of Intent (“LOI”).

1. Date of execution of LOI ___________

2. Name & address of the Seller

3. Platform
4. Purpose Onboarding of Seller and listing, displaying
and selling the Seller Products facilitated
through Platform to such Buyers who visit [•]
Other terms and conditions not mentioned in /
covered by this LOI shall be dealt with in
accordance with the terms and conditions as may
be covered in the Seller Agreement to be executed
between the Parties.

5. Seller Products As mentioned in Annexure A

Seller undertakes that the Seller materials,

Seller Products (including their packaging) (i)
shall not contain any Objectionable Content or
any other Content that is not expressly
permitted by YAARI; and (ii) are in
compliance with the agreed catalog and
content standards. Seller takes full
responsibility for the contents of the packages

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that it hands over to logistic service providers

(LSPs) or delivers to Buyers under this LOI
and agrees that YAARI shall not be
responsible or liable in any manner whatsoever
for such contents.

Seller will ensure there is equality between the

offerings (e.g. listing price and other terms
including but not limited to the discounts,
minimum price, warranties, return and refund
policies, after-sales service, etc. regarding the sale
of the same Seller Product) by Seller on various
Seller Sales Channels and offerings on Platform.

Seller agrees and acknowledges that it will be

solely responsible for any sale of Seller
Product to Buyer that is/ not in accordance
with the order of Buyer or YAARI Policies.
Seller further agrees to resolve all Buyer
service issues arising from, or in connection
with such sale or delivery of Seller Products. If
Seller fails to respond to Buyer service issues
related to any Seller Product, or requests
received by YAARI related to same, YAARI
may take necessary steps for the resolution of
such issues.
6. Representation and The Seller hereby represents, undertakes, warrants
Warranties that:

(i) It is duly organized and validly

existing under the Applicable Laws
and is duly registered and authorised to
do the business and has all requisite
government and regulatory approvals,
corporate powers and authority to own
and operate its business and to enter
into this LOI and while entering into
this LOI shall not violate or conflict
with any LOI, contract, arrangement
and understanding or any instrument,
to which it is a party or by which it is
bound.

(ii) Seller Products used in, offered and sold on

Platform legally procured or manufactured and is
not disabled in any manner and is allowed to sell
Seller Products on Platform.

(iii) the Seller trademarks and all the rights title and

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interest are the sole property of the Seller or its

licensors and the Seller trademarks do not infringe
or pass off the trademarks or logos or service
marks or other Intellectual Property Rights of any
Third Party and there is no claim, action or
proceeding pending before any Governmental
Authority that prevents or prohibits Seller from
using or exploiting the Seller trademarks under this
LOI.

(iv) Seller Product listings, Seller Material and all

information provided to YAARI is and will be
accurate, complete, current, and does and is and
will not be misleading or deceptive in any manner.

(v) Seller shall conform with and adhere to the

terms and conditions of YAARI Policies.

(vi) Seller will comply with all Applicable Laws in

its performance of this LOI in connection with the
offering and sale of all Seller Products and services
offered or sold on Platform and the shipment or
delivery of Seller Products to Buyers.

(vii) Seller Products shall be sold only in their

original packages in accordance with this LOI.
approved by YAARI

(viii) Seller agrees and accepts that it shall be fully

responsible for providing complete documentation
for clearing Seller Products at any check-posts by
the LSP.

(ix) Seller shall not disparage Platform, YAARI, its

Affiliates, their respective shareholders, officers,
employees and representatives or any of their
respective products or services.

(x) Seller hereby represents and warrants that it

has full power and authority to enter into this LOI
and to take any action and execute any documents
required by the terms here and that this LOI, when
entered into has been duly authorized, has been
duly and validly executed and delivered, and is
legal, valid, and binding obligation of the Seller,
and that the Persons executing this LOI on behalf
of the Seller are duly empowered and authorised to
execute this LOI and to perform all its obligations
in accordance with the terms herein;

(xi) Seller hereby represents and warrants that

Seller is solely responsible for discharge of all tax
liabilities and related compliances sales of all

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Products and Services sold on the Application.

(xii) Seller hereby represents and warrants that

the Seller Products: (i) are genuine, defect-free,
safe for human use/consumption and have requisite
manufacturer warranty (if any); (ii) are as per the
specifications of the YAARI Policies; (iii) all
constituents thereof, are new and not refurbished or
reconditioned, unless otherwise agreed; (iv) are
not counterfeit, adulterated, duplicate, defective,
deficient, fake, misbranded or of spurious quality;
(v) or the sale and distribution thereof, do not
violate, infringe upon or misappropriate any third
party intellectual property rights; (vi) and the
manufacturing, processing, assembling, packaging,
handling, transportation or sale thereof, is
compliant with all Applicable Law; (vii) have a
clear and marketable title and are free from all
kinds of Encumbrance; (viii) include an accurate
UPC or EAN barcode conforming with GS1
standards or such other identifying information as
the Company may reasonably request (ix) shall
clearly display the expiry date, place of origin etc.
or such other information as may be required by
the Company or mandated by any Governmental
Authority;

(xiii) Seller hereby represents and warrants that the

Seller: (i) in case it is a manufacturer of the Seller
Products, has provided the consumer complaint
contact details and has personnel with required
skills and expertise, to provide timely after-sale
services (including redressing consumer
complaints, etc.) in relation to the Seller Products;
(ii) in case it is an authorized distributor of the
Seller Products, has sufficient arrangement with the
manufacturer or its authorized personnel or entities
in India, to ensure that the foregoing after-sale
services are provided in relation to the Products on
terms at least as favorable as those provided to the
Seller Products that are directly purchased from the
manufacturer or other authorized retailers.

(xiv) Seller hereby represents and warrants

that the Seller does not deal in or shall supply
the banned/prohibited/dangerous goods
mentioned in Annexure C. Such products will
not be returned to the Seller and the Company
will destroy/ dispose of the said Products
accordingly.
7. Term 30 days starting from the date of onboarding of the

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Seller, or till the date of execution of the Seller

Agreement between the parties, whichever is
earlier.

In case Parties fail to execute the Seller Agreement

within the time period mentioned above, the parties
may increase the term of this LOI for the further
period of 15 days mutually, in writing.

8. Fees In accordance with the rates and terms &

conditions specified in Annexure B (Fees).

9. Governing Law & Dispute This LOI shall be governed by and construed in
Jurisdiction accordance with the laws of the Republic of India,
and any disputes in relation to this LOI shall be
exclusively dealt with by the courts of New Delhi.

10. Indemnity Seller (“Indemnifying Party”) will defend,

indemnify and hold harmless YAARI and its
affiliates, employees, directors, and
representatives (“ Indemnified Party”) from
and against any and all claims, costs, losses,
damages, judgments, penalties, interest, and
expenses (including reasonable attorney’s fees)
arising out of or in connection with (i) a breach
of any of the representations, warranties,
covenants or undertakings of the Indemnifying
Party (ii) any claims relating to or based on: (a)
any actual or alleged breach of any term of this
LOI or YAARI Policies by the Indemnifying
Party; (b) the offer, sale, fulfillment, refund, or
return thereof, seller materials, Seller sale
channels, any actual or alleged infringement of
any Intellectual Property Rights by any of the
foregoing or its submissions, posting of
materials or deletion thereof, and any personal
injury, death, damage to property related
thereto; (c) Seller’s use of YAARI service
under this LOI.
11. Validity of LOI This LOI shall be valid during the entire period of
the Term (as mentioned in point 5 above).

12. Entire Agreement This LOI constitutes the entire agreement between
the parties relating to the subject matter hereof and

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supersede any prior agreements or understandings

relating to such subject matter.

13. Confidentiality Each Party will keep this LOI and the transaction
contemplated herein and all other information and
documents received from the other Party as
confidential and shall not disclose such information
to any third party.

14. Termination This LOI may be terminated by either Party at any

time by issuance of 7 days prior notice to other
Party.
15. Seller Agreement It is agreed between the Parties that the terms and
conditions mentioned in the Seller Agreement shall
always supersede the LOI and in case of conflict
between the terms and conditions of the Seller
Agreement and this LOI, the Seller Agreement
shall prevail.
16. Data Protection Seller has represented that it has robust security
measures in place to ensure all the date or any
information of the Company and/or its members
collected by the Seller is protected. The Seller shall
notify the Company in case of any enforcement
action by any regulatory authority relating to the
Seller’s processing of the personal data belonging
to the Company. The Seller hereby undertakes and
confirms that it shall strictly adhere to the
applicable laws and shall take all appropriate steps
to implement and maintain reasonable security
arrangements for protection of the Personal
Information in compliance with applicable laws
including but not limited Information Technology
Act, 2000 (“the IT Act”) and its corresponding
Information Technology (Reasonable Security
Practices and Procedures and Sensitive Personal
Data or Information) Rules, 2011 (“the IT Rules”).

THE ABOVE TERMS AND CONDITIONS ARE ACCEPTED AND AGREED BY BOTH THE
PARTIES AND FORMS A BINDING COMMITMENT OF BOTH THE PARTIES.

For and on behalf of Yaari Digital For and on behalf of [•]

Integrated Service Limited

____________________
____________________ (Authorized Signatory)
(Authorized Signatory)

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ANNEXURE-A
Products

(to be inserted by business)

Annexure B
Pricing

To be inserted

Annexure C

BANNED AND PROHIBITED PRODUCTS

Dangerous Goods:

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a. Oil-based paint and thinners (flammable liquids)

b. Industrial solvents
c. Insecticides, garden chemicals (fertilizers, poisons)
d. Lithium batteries
e. Magnetized materials
f. Machinery (chain saws, outboard engines containing fuel or that have contained fuel)
g. Fuel for camp stoves, lanterns, torches, or heating elements
h. Automobile batteries
i. Infectious substances
j. Any compound, liquid, or gas that has toxic characteristics
k. Bleach
l. Flammable adhesives
m. Arms and ammunitions (including air guns)
n. Dry ice (Carbon Dioxide, Solid)Any Aerosols, liquids and/or powders or any other
flammable substances classified as Dangerous Goods for transport by Air

Prohibited Items:

a. Precious stones, gems, and jewelry

b. Uncrossed (bearer) drafts/cheque, currency, and coins
c. Poison
d. Firearms, explosives, and military equipment.
e. Hazardous and radioactive material
f. Foodstuff and liquor
g. Any pornographic material
h. Hazardous chemical items

Counterfeit or Fraud Products/Shipments:

It is the policy of YAARI to conduct all business activities in compliance with the rules and
regulations applicable to the industry and laws of India, with the highest ethical standards. In
this regard, YAARI has a zero-tolerance policy concerning counterfeit or fraud
products/shipments (including products/shipments which are misrepresented in their origin or
quality, or which are fake cloned duplicate, or likewise products/shipments).