AGREEMENT

This Agreement (“Agreement”) is entered into at Bangalore on _____ day of

__________, 2020 (“Execution Date”);

BETWEEN

BLITZSCALE TECHNOLOGY SOLUTIONS PRIVATE LIMITED, a company

registered under the provisions of the Companies Act, 2013 having its
registered office at No. 259 And 276, 3rd Floor, Amarjyothi, HBCS Layout,
Domlur, Bengaluru - 560071 hereinafter referred to as “Company” (which
expression shall unless it be repugnant to the context or meaning thereof be
deemed to mean and include its successors and assigns) of the FIRST PART;

AND

[Seller Company Name], a [insert type of legal entity and law under which
incorporated/registered] having its registered office at [●], herein represented
through its authorized signatory, [●], hereinafter referred to as “SELLER”
(which expression shall unless it be repugnant to the context or meaning
thereof be deemed to mean and include its successors and assigns)of the
SECOND PART.

The Company and the Seller shall hereinafter collectively be referred to as the
“Parties” and individually as a “Party”.

RECITALS

1. The Company is in the business of operating an e-commerce marketplace

i.e. website (www.wmall.co.in) and mobile application (“WMall”) which
serves as a platform for vendors and end consumers for selling and
purchasing various products.

2. The Seller is a registered vendor on WMall and is engaged in the

business of retail trading of the Products (as defined later).

3. The Parties are desirous of entering into this Agreement in order to define
the terms and conditions, as agreed upon mutually between the Parties,
in order for the Seller to sell the Products on WMall.
NOW BASED ON THE ABOVE PREMISES AND IN CONSIDERATION OF THE
MUTUAL COVENANTS, TERMS AND CONDITIONS CONTAINED HEREIN,
THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY
ACKNOWLEDGED, THE PARTIES AGREE AS FOLLOWS:

Definitions:

1. In this Agreement, unless the context otherwise requires the capitalized

terms shall have the following meaning:

a. “Applicable Law” means a central or state legislation, directive,

statute, rule, regulation, ordinance, order, decree, judgment,
decision, binding guideline passed by any state of central
legislature in India or any of the instrumentalities of the state
including any binding international treaty or law as recognized as
applicable by any governmental authority, including their relevant
amendments from time to time.

b. “Business Days” means any day other than Saturday, Sunday and
any other day on which the banks are closed in the state of
Karnataka.

c. “Buyer” shall mean a user of WMall who places an Order for the
Products of the Seller listed on WMall.

d. “Commission” shall mean the amount of money or percentage of

MRP which the Company shall be entitled to retain, before
remitting the rest of the amount to the Seller in respect of the
Products sold on WMall.

e. “Losses” shall mean all losses, liabilities, obligations, costs,

charges, expenses, fines, damages (whether or not resulting from
third party claims) including those paid or suffered pursuant to
any actions, proceedings, demands, claims, judgments, awards,
and including interests and penalties with respect thereto and
such other costs/expenses that may be recovered under Applicable
Law.
 f. “Order” shall mean a binding purchase order placed by a Buyer on
WMall for supply of Products of the Seller.

g. “Products” means the consumer products marketed and sold on

WMall by the Seller as per the Company’s / WMall’s policy and
terms and conditions, more specifically set out in Annexure 1 or as
agreed between the Parties in writing, from time to time.

h. “Sale Price” shall mean the price of the Product which is to be sold
on WMall.

i. “Seller Panel” means a uniform resource locator ('URL') provided

by the Company to the Seller with a unique login and password in
order to enable the Seller to update the order status, price and
inventory of the Products, etc.

Scope of Relationship:

2. The Seller shall list the Products on WMall using the Seller Panel. The
Seller shall submit all the necessary details required for the listings of
the Products before the Products can commence selling on WMall. Seller
shall provide content and images of its Products to be displayed WMall.

3. The Seller shall maintain sufficient stock of the Products which it has
listed on WMall. The Seller shall also ensure that the Products’ inventory
count upon WMall is accurate and shall not permit over-booking of a
Product.

4. On receipt of an Order on WMall, within a period of 48 hours of receipt of

Order, the Seller shall ensure Products pertaining to said Order are
packed and ready for dispatch along with corresponding invoices
/shipping bill etc. in favour of the Buyer at its warehouse / godown.

5. The Parties have agreed that a third party logistics company appointed
by the Company shall pick up the Products pertaining to the said Order
from the Seller’s warehouse. The Company shall update the dispatch
details on the Seller Panel.
6. The Seller shall keep a signed manifest (from the pick-up agent of the
third party logistics company) for all the Products shipped by it pursuant
to the Orders.

7. The Company shall collect all payments from the Buyers for all Orders
through WMall.

8. The Company shall provide the necessary backend infrastructure, like

call centre, order management system, etc., for capturing the
Buyer/Order details placed on the Seller on WMall. Orders placed by
Buyers shall be forwarded to the Seller by the Company.

9. The Company shall also provide information to the Seller regarding the
Seller Panel which shall enable the Seller to access the Orders of Buyers
directly.

10. Packaging guidelines in relation the Order shall be shared through e-

mail by the Company.

Financial Terms:

11. Upon sale of a Product, the Company shall be entitled to charge a

Commission on the Sale Price of the Product, and remit the remaining to
the Seller in accordance with the terms of this Agreement.

12. The Commission shall be as per the details as set out in Annexure 1 or
as agreed between the Parties, in writing, from time to time.

13. The Seller shall be responsible for payment of all applicable GST on the
Sale Price.

14. The Company shall be entitled to run promotions offering several

benefits/discounts to the Buyer on WMall on its own account.

15. The Company shall release the payments to the Seller for the Products
sold on WMall on a weekly basis on every Monday, for Products delivered
to the Buyer during the previous week. This shall however be subject to
the deduction of amounts pertaining to Products which have been duly
returned in the previous week.
16. All payments shall be made by the Company by way of account payee
cheque /RTGS/ NEFT.

Logistics and Consumer Rights:

17. The ownership in the Products shall be transferred to the Buyer after
successful delivery at the destination provided by the Buyer, until which
time, the ownership of the Product shall be with the Seller only.

18. Any damage in transit on account of inadequate/unsuitable packaging

shall be to the account of the Seller. However, in the event of any damage
to the Product in transit due to the mishandling by the third party
logistic partner, the Company shall assist the Seller in recovery from
such logistic partner.

19. The return policy in relation to the Product shall be as per Annexure 1 or
as agreed between Parties, in writing from time to time. If not specifically
mentioned, the returns shall be permissible for a period of 5 days from
date of delivery of Products, and not after that.

20. Products which are not delivered to the Buyer or Products which do not
reach the Buyer for any reason shall be returned to the Seller by the
third party logistic partner. The cost of return of such Products shall be
borne by the Company/ third party logistic partner. However, if Products
are returned due to incorrect Product being packaged by the Seller, the
cost of return shall be borne by the Seller.

21. The Parties agree in case of any wrong or used products being returned
by the Buyer, the Seller shall be compensated for any amount extending
upto the full value of the Product depending upon the nature of the loss
to the Seller.

22. The Seller agrees and acknowledges that the Company only operates
WMall and the primary as well as sole responsibility for redressal of
Buyer complaints shall rest solely with the Seller at all times.

Term and Termination:

23. This Agreement will commence on the Execution Date, and remain in
force unless terminated as per the provisions of this Agreement (“Term”).
24. Either Party may terminate this Agreement by giving a written notice of
30 (thirty) days. Such termination shall not affect any rights accrued /
amounts payable which have become due as on the date of termination,
and such rights/amounts shall be calculated on a pro rata basis.

25. In the event, either Party breaches the terms of this Agreement, the other
Party shall provide written intimation of the same to the defaulting Party
calling upon it to cure the said breach within a period of 15 days (“Cure
Period”). Failure of the defaulting Party to rectify/cure the breach within
the Cure Period, shall entitle the other Party to terminate this Agreement
immediately.

Intellectual Property Rights:

26. The Seller recognizes and confirms that the Company has the exclusive
right to supervise, allow and reject the contents of WMall. The Company
shall not be liable for contents and images shared, uploaded or displayed
on WMall by the Seller regarding its Products and all liability therefrom
shall be borne by Seller only.

27. The Seller hereby grants to the Company the right to display/delist the
Product (as updated or to be updated by the Seller on the Seller Panel at
any/all times) and/or related logo and/or trademark and/or brand
name, etc. owned by it or its business associates for marketing/selling
through WMall during the subsistence of this Agreement. The Seller
represents that it has the necessary rights to grant such permission to
the Company and agrees to indemnify the Company in respect of any
claims, damages, losses etc., arising out of or in connection with
violation of the same.

28. Except as agreed to by the Parties, the data of the Buyers shall be the
exclusive property of the Company, and the Seller shall not use for its
own purpose or distribute it in any form or means except for the purpose
of this Agreement and shall keep it confidential at all times. Confidential
information would include but not be limited to Buyer details, market
information, all work products and documents related thereto, the
contents of WMall or any other information which is treated as
confidential by the Company, and any other information received or to be
received by the Seller which is agreed to be treated under the same
 terms. The Seller also undertakes to fully indemnify the Company
against the breach of this clause.

29. It has also been agreed between the Parties herein that the Company
shall not be entitled to claim any right or interest in respect of the
intellectual property rights of the Seller and the Company shall not use
or claim to be associated with the trademark of the Seller during the
pendency of this Agreement or otherwise. Further, the Company shall
not claim any right, title, benefit, interest and / or claim, or infringe or
violate the intellectual property rights of the Seller including that which
are adopted and/or used subsequent to this Agreement.

Representations and Warranties:

30. Each Party represents and warrants to the other, in relation to itself, as
follows:

(i) It has the right, power and authority to execute and deliver, and to
perform its obligations under this Agreement and has taken all
actions and approvals necessary to authorize the execution and
delivery by it of this Agreement and its duties and obligations
contemplated herein;

(ii) This Agreement when executed constitutes legal, valid and binding
obligations on it and is enforceable in accordance with their terms;

(iii) The execution and delivery of, and the performance of obligations
under and in compliance with the provisions of this Agreement
executed or to be executed by it under or pursuant to this
Agreement, shall not result in:

(a) violation of any provision of its constituent documents,

including its memorandum or articles of association; or

(b) breach of, or constitute a default under, any agreement,

contract or instrument to which it is a party or by which it is
bound; or

(c) violation of any applicable law by which it is bound.

 (iv) All corporate actions on the part of it for the authorization,
execution and delivery of, and the performance of all of its
obligations under this Agreement have been completed.

31. The Seller hereby declares and confirms that it deals in original,
legitimate and genuine quality products which are either self-
manufactured and/or procured from the legitimate channels following all
legal requirements. The Seller further declares that it shall not violate the
intellectual property rights of any third party and for any breach or
violation of such intellectual rights, it shall be solely responsible. The
declaration of Seller is annexed herewith as Annexure 2.

Indemnity:

32. Each Party (“Indemnifier”) hereby undertakes and agrees to indemnify,

defend and hold harmless the other Party including its officers, directors,
agents, Authorized Persons etc. (“Indemnified”) from and against Losses
arising including but not limited to, as a result of:

i. breach or non-performance by the Indemnifier of any of its

undertakings, representations, warranties, covenants, or
obligations under this Agreement;
ii. breach of confidentiality and/or intellectual property rights
obligations by the Indemnifier; or
iii. any act of negligence, omission, misrepresentation, default,
misconduct or fraud by the Indemnifier.

Dispute Resolution and Governing Law:

33. The Parties shall endeavour to settle any Dispute through friendly
consultations and negotiations amongst the Parties. “Dispute” means
any dispute, difference, controversy or question arising in connection
with the interpretation, performance, termination of this Agreement, or
otherwise in connection with this Agreement.

34. If no settlement can be reached through consultations of the Parties

within fifteen (15) days of the Dispute, either Party may refer the matter
to be settled by arbitration by a sole arbitrator to be appointed by IOT.
35. All arbitration proceedings shall be conducted in accordance with the
Arbitration and Conciliation Act, 1996 which is deemed to be
incorporated herein by reference. The award shall be final and binding
and may be enforced in any appropriate jurisdiction. The arbitrator shall
decide any such Dispute strictly in accordance with the governing law
specified in this Agreement. When any Dispute is under arbitration,
except for the matters under Dispute, the Parties shall continue to
exercise their remaining respective rights and fulfill their remaining
respective obligations under this Agreement.

36. The costs and expenses of the arbitration, including, without limitation,
the fees of the arbitration and the arbitrator, shall be borne equally by
the parties to the Dispute and each party to such Dispute shall pay its
own fees, disbursements and other charges of its counsel, except as may
be otherwise determined by the arbitrator. The arbitrator shall have the
power to award interest on any sum awarded pursuant to the arbitration
proceedings and such sum would carry interest, if awarded, until the
actual payment of such amounts.

37. The seat or legal place of the arbitration shall be Bangalore.

38. The language to be used in the arbitration shall only be English.

39. This Agreement will in all respects be governed by and interpreted in

accordance with the applicable laws of India.

40. Subject to the above, the Parties agree to submit themselves to the
exclusive jurisdiction of the courts of Bangalore.

Notices:

41. Any notice or other communication to be given by a Party to any other

Party shall be made in writing and signed by or on behalf of the Party
giving it and dispatched to the office address of the other Party stated in
this Agreement or to the email address notified by the other Party.

Miscellaneous:
42. Assignment. Except as provided in this Agreement, the Parties shall not
assign any of their rights, liabilities or obligations under this Agreement
to any third party, without the prior written consent of the other Party.

43. Severability. If any provision of this Agreement shall be held to be illegal,

invalid or unenforceable, in whole or in part, under any enactment or
Applicable Law, such provision or part shall to that extent be deemed not
to form part of this Agreement, and the legality and enforceability of the
remainder of this Agreement shall not be affected.

44. Further Assurance. Each Party shall cooperate with the other and
execute and deliver to each other such instruments and documents and
take such other actions as may be reasonably requested from time to
time in order to carry out, evidence and confirm their rights and the
intended purpose of this Agreement.

45. No Partnership or Agency. Nothing herein contained shall constitute or

be deemed to constitute a partnership between the Parties or constitute
either Party as an agent of the other for any purpose.

46. Waiver. The waiver of any default or breach under this Agreement by any
Party shall not constitute a waiver of any further right hereunder or
waiver of the right to terminate this Agreement for any default or breach
of a similar nature or under any other terms and conditions of this
Agreement.

47. Amendments. No modification, alteration or amendment of this

Agreement or any of its terms or provisions shall be valid or legally
binding on any of the Parties unless made in writing and duly executed
by or on behalf of both the Parties.

48. Counterparts. This Agreement may be executed in counterparts each of

which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument.

49. Stamp Duty. The Seller shall bear the cost of stamp duty on this
Agreement.
50. Entire Agreement. This Agreement including the Annexures hereof
constitutes and represents the entire agreement between the Parties with
regard to the subject matter of the rights and obligations of the Parties
hereof and cancels and supersedes all prior arrangements, agreements or
understandings, if any, whether oral or in writing, on the subject matter
of the rights and obligations of the Parties hereof or in respect of matters
dealt with herein.

51. Representation by Signatories: The persons signing this Agreement on

behalf of the Parties represent and covenant that they have the authority
to so sign and execute this document on behalf of the Parties for whom
they are signing
 ANNEXURE 1

Commission:
Commission will vary from product to product and will be agreed upon in the
portal. Commissions will be structured in such a way that the seller at least
receives a pre-decided number called "Transfer Price"
 ANNEXURE 2

Declaration of the Seller to be inserted.

IN WITNESS WHEREOF the parties hereto have hereunto set and subscribed
their respective hands and seals the day and year first hereinabove written.

For and on behalf of the Company:

Name: Harmin Shah

Designation: Director

For and on behalf of the Seller:

Name:
Designation: