DISTRIBUTOR AGREEMENT This Deed of DISTRIBUTOR mack Mumbai on 4th day of May, 2022. BETWEEN Insta Transfer Biz Pvt. Ltd, a Company incorporated under the Companies Act 1956, having its registered office at 85/86/89 Aditya Industrial Estate, Near Evershine Mall Mind Space, Chincholi Bunder Malad (West), Mumbai - 400064; hereinafter referred to a the “COMPANY / INSTA ‘TRANSFER BIZ” the PARTY OF THE FIRST PART; AND Namo: Mrs. Manjula Pagare Agency Name : Jal Ambe Enterprises WHEREAS: “COMPANY” is an entity constituted under the Companies Act, 1956 having its registered office at 85/86/89 Aditya Industrial Estate, Near Evershine Mall Mind Space, Chincholi Bunder Malad (West), Mumbai - 400064 The “COMPANY” is engaged in the business of e-commerce and providing various products & services to the end users via internet and any other medium of e-commerce through its Distributor network situate all over the India, ‘The “COMPANY is desirous to expand the business within the territorial jurisdiction ifIndia &ein ‘order to same wish to open the outlets in various areas fo contro/manage the operations of its official business through ADMIN WHITE LABEL which willbe located in that area and to collect the payients from its Dstibutor/Retailer locate in that area. The perty ofthe first partic. COMPANY and the DISTRIBUTOR have agreed to enter into a Business ‘relationship wherein the Company agrees to Appoint DISTRIBUTOR as a Sales Partner in the terms and ‘conditions mentioned hereinafter. 1. DEFINITIONS Inthis Agreement the below terms and phrases shall have the following meanin Gal Abe Entrees Corals Resets Distributor“Affiliates” means: i, with respect to any Person any oth Controlled by, or under direct oF Person directly or indirectly Controlling, iect common Control with such Person; ‘i With respect to the New Shareholder, in addition 1 the above, any Relative or any {ntity Controlied by one or more Relatives, in both eases, not engaged in any ofthe Prohibited Business, “Agreement” means this Portal Activation done by DISTRIBUTOR on the Digital Platiorm; ‘Authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement of thereafter. “Claims” mean any losses, liabilities, eli fees and disbursements in relation thereto; ', damages, costs and exponses, including legal {Confidential Information” shall have the meaning as preseribed to it in clause 19 hereof. qBflective Date” means the date of Portal Activation of this Agreement agreed by the DISTRIBUTOR. “IP Rights” or “Intellectual Property Rights” shall mean all ightsin andin relation toall intellectual property rights subsisting in the Insta Transfer Biz Pvt. Ltd, business model, the Products and Services, the marketing materials and any other intellectual property rights of Insta Transfer Biz Pvt. Ltd. including all patents, patent applications, trademarks trade rames, service marks, service names, brand names, intemet domain names and sub-domains, IT Applications, inventions, processes, formulae, copyrights, business and product names, Jogos, slogans, trade secrets, industrial models, processes, designs, methodologies, computer Programs (including all source codes), technical information, manwfacturing, engineering and {echnical drawings, know-how and all pending applications for and registrations of patents, entity models, trademarks, service marks, copyrights and internet domain names and sub. domains. “IT Application” means the software as prescribed by Insta Transfer Biz Pvt, Ltd. and supplied to DISTRIBUTOR in relation to for the operation of the Services and provision of Products. insta Transfer Biz Pvt. Lid. may from time to time specify and provide upgrades and new Products to DISTRIBUTOR which shall form part ofthe IT Application, “Person(s)" means any individual, sole propritorship, unincorporated. association, unincorporated organization, body corporate, corporation, company, partnership. limited liability company, joint venture, government authority or trust or any other entity or nization. 2 rors cone ba. eee | ap) 1@ A ee“Products” means the financial products, travel products, utility products ete as mentioned in this Agreement and any add ts/deetions to the same mutually carried out by the Parties. “Right of Operation” means the rights obtained by DISTRIBUTOR based on this Agreement, and as detailed in clause 4 ofthis Agreement, ‘Services’ means the financial services including Money Transfer Services and allied Services as discussed between the Party of First Part and the Party of Second Part through this ‘Agreement and any additions/deletions tothe same mutually carried out by the Parties Territory” means the geographical area covering the region of Pan India Open Area as allotted by Insta Transfer Biz Pv, Led to DISTRIBUTOR. ‘Words denoting the singular number include, where the context admits and requires, the plural number and vice versa; The headings in this Agreement are inserted for convenience only and shall be ignored in ‘construing the provisions ofthis Agreement; ‘Where a word or phrase is defined, other parts of speech and grammatical forms of that word or phrase shall have corresponding meanings; Any reference to a part, clause, article, exhibit, annexure, appendix and schedule is to be construed as a reference toa par, clause, article, exhibit, annexure, appendix and schedule to this Agreement and a reference to this Agreement includes any part, lause, article, exhibit, ‘annexure, appendix and schedule attached to the Agreement; ‘A reference to documet ‘of that document; ludes an amendment and supplement to, oF replacement oF notation A reference to a Party to any document includes that Party's suecessors and permitted assignees; A-covenar F document on the part of two or more persons binds them jointly and severally: 2. AGREEMENT Insta Transfer Biz Pvt. Ltd, hereby appoints the DISTRIBUTOR as its non- exclusive Distributors upon the terms and conditions as set forth herein, in the Teritory for use of Right ‘of Operation as detailed in clause 4 of this Agreement, The Agreement shal be effective from the date of Portal Activation agreed by DISTRIBUTOR on Digital Platform, Distributor‘RELATIONSHIP BETWEEN THE PARTIES {tis specifically agreed that DISTRIBUTOR shall act as an independent Person and shall not be ‘leemed to be an agenvetaler of Insta Transfer Biz Pv. Lid. except in respect of specified {ransactions/services which give rise to Principal-Agent relationship by implication Neither DISTRIBUTOR nor its employees/agents/representatives/Affiliates shall hold out or represent themselves as being agents of Insa Transfer Biz Pv. Lid. None of the employees! representatvesagens/Affiliates of DISTRIBUTOR shall be entitled to claim permanent absorption or any other claim or benefit against insta Transfer Biz Prt. Lid DISTRIBUTOR RIGHT OF OPERATION Within the framework of this Agreement, Insta Transfer Biz Pvt. Ltd. hereby grants DISTRIBUTOR®, in terms of the Obligations of DISTRIBUTOR as detailed in clause 5 of this ‘Agreement, aright and a duty (Right of Operation) to; Expand the reach of Insta Transfer Biz Pvt. Ltd, financial Products and Services ete. roll out, supervise and manage the affairs on behalf of Insta Transfer Biz inthe Network and {ensure that, to provide the Services and Products etc. in the Network, all activities are carried ut in accordance with all Applicable Laws. OBLIGATIONS OF DISTRIBUTOR DISTRIBUTOR understands and sgrees that in this Agreement, it is paramount for DISTRIBUTOR to perform the following obligations as per and only a3 per prosesses and turn. ‘around:-times specified by Insta Transfer Biz Pvt. Ld, from time-to-time in writing or over email Distribution and Sales: Network Rollout: DISTRIBUTOR shall set up the network of Distributor/Retaierin both rural and urban areas as per rollout plans agreed mutually from time to time between Insta ‘Transfer Biz Pvt. Lid. and DISTRIBUTOR , Setting up the network involves performing the following duties: Short listing suitable DISTRIBUTOR prospects from DISTRIBUTOR existing distibution network and from the market, Colleeting applications forms, documents, application fees, setup fees and security deposits from the shortlisted prospects as well as the Agreement made between the DISTRIBUTOR and his Distributor. Carrying out dve diligence ofthe prospects. i “Jal Abe Eterises [Genie oe cr Insta Transfer Biz Pvt. Et, Distributor'v_ Providing applications and documents to Insta Transfer Biz Pt. Ltdin the required format, as Drovided by Insta Transfer Biz Pvt. Lid Other BCs: Subject to clause 16 hereof, if DISTRIBUTOR partners with another BC or becomes a BC itself, DISTRIBUTOR shall not appoint from the Network for its business ‘ith te other BC or for is own business asa BC, however the DISTRIBUTOR in any event shall not act as a BC of its competitors or another Company Subsisting the Avreement between the company and the Networking Partner Pre-funding and Liquidity: DISTRIBUTOR shal ensure each DISTRIBUT required amounts (" every time. ‘OR in his Network pre-funds with sufficient ‘alance") and have required cash-in-hand (“cash-in- hand’) at Human Resource Management: Both Parties shall appoint Single Points of Contact (“SPOC’s) for top-level. business ‘coordination and for each aspect ofthe business, Document Processing: DISTRIBUTOR shall, as per process and turn-around ‘Transfer Biz in writing or over email, the Network. This involves: Parinering with quality Document Processing Centre (DPC), digitization service providers and form collection! of Insta Transfer Biz, Collection of Customer Aecount Form and customer documents (together referred to “CA” or “CAFs") ftom on a daily basis, aftr first-level audit ofeach CAF atthe rem ‘Scanning CAFs and sending the scanned images to Insta Transfer Biz or to document processing centre (DPC) designated by Insta Transfer Biz or DISTRIBUTOR *, Delivering CAFs to the designated DPC either in physical form or scanned images as advised by Insta Transfer Biz from time-to-time, Detail audit of each CAF as per the Insta Transfer Biz check list for completeness and accuracy, Digitizing CAF as per Insta Transfer Biz guidelines and format, Ensuring quality control in digitization of CAFS, Delivering the physical CAFS to relevant cifices/ branches of Partners, Liaising with the offices’ branches of Partners to ensure timely upload and activation of CAFs in Partners’ systems, Timely payments to all entities involved, including but not limited to DPC, field team vendors and quality team’ vendors from DISTRIBUTORS budgets, scanning service providers, courier service provides as per guidelines “Marketing Operations: DISTRIBUTOR shall be responsible for: I confirm mangement of vendor(s) for production, installation and removal of ing material. The Networking material for installation Ponte tbedone. ‘DistributorStrictly upon the sanction approval ofthe Company herein, Ensuring timeliness and quality of production and installation Ensuring adherence to Insta ‘Transfer Biz specificaions and quality requirements for ‘marketing material fisising with Partners’ branch officials to ensure installation of material at branch locations (in accordance with Partners’ policies) Ensuring adherence to Insta Transfer Biz specifications for installation of marketing material at locations, Partners'branch locations and other market locations Warchousing and inventory management Extruton of local above-theine (ATL) and below-theline (BTL) marketing campaigns andlor schemes designed and extended by Insta Transfer Biz Pv. Ltd. fany dentification of need to design local marketing campaigns and/or schemes Customer Service and Fraud Management: DISTRIBUTOR shall; Address and resolve customers’ queries, complaints and issues to the point of their satisfaction in the manner as defined by Insta Transfer Biz Foaciiate refunds to customers in case of « wrong transaction duc to @ mistake only throug {neta Transfer Biz. Incase of default due to any other personby aiates the company shall not be liable for refund Facilitate refunds to customers only by the Partner of Insta Transfer Biz Pvt. Ldn case of ‘wrong transaction due to technology issues. \dentify suspicious DISTRIBUTORS or DISTRIBUTOR staff members who may be commiting a fraud, and carry out further necessary investigation to eonfinm the event of fraud. Co-ordination with local bank branches: DISTRIBUTOR sales staff shall visit local branches or offices of Partner Banks regularly as per Instn Transfer Biz guidelines to (i), present the valve Proposition of Insta Transfer Biz Services and Products to the branch staff and (i) reselve ‘customer’ issues related to day-to-day operational coordination with the branches. Process compliance: DISTRIBUTOR shall ensure that the Network complies with the processes as ‘may be communicated by Insta Transfer Biz Pvt. Ltd. from time to time. Marketing Schemes: It shall be imperative for DISTRIBUTOR to execute the customer-facing schemes (e.g iscounts, advertisement ete.) extended by Insta Transfer Biz only withthe prior approval of Insta Transfer Biz. DISTRIBUTOR Service Reports: DISTRIBUTOR will provide Insta Transfer Biz with reports about the services provided by DISTRIBUTOR and in its Network. 6 OBLIGATIONS OF INSTA TRANSFER BIZ PVTLTD. uology Support part of Insta Transfer Biz. Vide this Agreement with the Insta RaastieBY? Pvt. Lid. DistributorDISTRIBUTOR, Insta‘Tran DISTRIBUTOR Insta Tra the Network, fer Biz provides technology platform as a service to. the sfer Biz will ensure robust and quality technology support services to 7. TRAINING OF PERSONNE {asia Transfer Biz will prove an expert tainer to DISTRIBUTOR for two (2) days every eat or as required for taining of DISTRIBUTOR trainer onal insta Transfer Bi processes, Products and services. Future traning requirements will be undertaken by DISTRIBUTOR ‘trainer and it will be DISTRIBUTOR responsibility to train its Network and staff For the training of DISTRIBUTOR trainer, Insta Transfer Biz Pvt. Ltd, will ber the cost of ‘travel and accommodation of Insta Transfer Biz. Expert If DISTRIBUTOR invites Insta NETWORK PARTNER* Biz trainer. Transfer Biz trainer for training its Network or staf, Will bear the cost of travel and accommodation of Insta Transfe DISTRIBUTOR trainer will be responsible to train each, DISTRIBUTOR and DISTRIBUTOR's team based on trainingand contentreceived from Insta Transfes Bis I is imperative for DISTRIBUTOR to ensure that he is trained before she/he stars providing her his services For cach batch training, it is imperative for DISTRIBUTOR to ensure that respective DISTRIBUTOR and her/his eam attend the taining to have a refresher training. et equipped with new produets/ changes and get introduced to the news DISTRIBUTOR will organize and pay for the venue and other trainings, including the traning of RETAILERS trainer. logistical expenses for all All trainings by DISTRIBUTOR will be carried out in accordance with the process and Lid, may periodically carry audits to ensure ure training effectiveness, DISTRIBUTOR And Insta Transfer Biz Pvt. Lid, will both put best efforts to ensure DISTRIBUTOR staffs are trained effectively. 8 REVENUE SHARE For undertaking and fulfling its responsibilities in terms of this Agreement, DISTRIBUTOR will be entitled to get a percentage of Insta Transfer Biz revenues generated fiom the Network 4s Distributor commission subject to deductions wherever applicable as per the Applicable (the *Commission’). Commission will be Broke to base commissions (“Base Commissions") and = Cerrina gana DistributorPerformance-based incentives (“Incentives”) as discussed between the Party of First Part and the Party of Second Part, Insta Transfer Biz Pvt, Ltd. is authorized to change the commission any movement of time. Insta Transfer Biz Pvt. Lid. is authorized to charge the charges to the Networking partners & its agents / affiliates for providing the services & training to the down line of DISTRIBUTOR, Insta Transfer Biz Put. Ltd. will specify performance levels required for paying the commissions from time to time. PAYMENT TO DISTRIBUTOR AND TO THE NETWORK Insta Transfer Biz Pvt. Ltd. reserves the right to pay DISTRIBUTOR for its services in the form of e-balance into DISTRIBUTOR e-balance account created in the IT Application. E-balance ean be used by DISTRIBUTOR for Insta Transfer Biz Pvt. Ltd, business or for ‘withdrawal of money by applying to Insta Transfer Biz Distributor & Agent of DISTRIBUTOR Commission will Be Provide By Insta Transfer Biz Pvt Ltd. But Commission Percentage wills Be Decided by DISTRIBUTOR its self Al payments by DISTRIBUTOR shall be made only through either ofthe following modes @) Real time Gross Settlement (RTGS) (i) Draft (ii) Cheque or (iv) NEFT. The Company shall have the right to stipulate other mode of payment like cash, demand draf, letter of credit ste. and the Master Distributor shall make all payments to the Company in the manner so prescribed by the Company 10. REPRESENTATIONS AND WARRANTIES OF DISTRIBUTOR DISTRIBUTOR represents and warrants to Insta Transfer Biz as on Effective Date that the Warranties made by DISTRIBUTOR in this Clause 10 are true in all respects and acknowledges that Insta Transfer Biz has entered into this Agreement in reliance upon the Warranties being true in all respects. Each ofthe Warranty isa separate and independent warranty, representation and undertaking and the rights of Insta Transfer Biz Pv, Ltd. under, and the meaning given to, any one such ‘Warranty shall not be restricted by reference to any other Warranty, J yoy mene Insta Transfer Biz Pvt. Lid, Distributor