PLEASE READ THE FOLLOWING TERMS AND CONDITIONS OF USE AGREEMENT CAREFULLY

This Market Place Agreement (“Agreement”) is entered on (the Effective Date) By And Between ,a Company/Proprietorship Firm/Partnership Firm (here in after referred to as “Seller/Merchant” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns of the FIRST PART AND Kogland Commerce Private Limited, an existing company under the provisions of Companies Act, 1956, having its registered office at unit IVB, 2^nd Floor, Carnival Infopark Phase-1, Kusumagiri PO, Kakkanad, Ernakulam. Kerala-682030, hereinafter referred to as “Kogland” which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include all its successors and permitted assigns of the SECOND PART.

Seller/Merchant and Kogland may be referred to as the Party individually and as the Parties collectively, as the context may require.

WHEREAS

1. Kogland owns and operates an online market place on the website located at the URL www.kogland.com, a mobile application, Kogland IVR (collectively referred to as Platform) which acts as an online platform for different sellers to sell their Products and for different buyers to access and purchase variety of Products, offered by sellers;

2. Seller being desirous of using the Kogland Platform to offer and sell Seller's Products (defined below) to the users of the Platform and have completed Kogland's Seller Registration Form to enrol as a registered seller on the Platform; and

NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:

1. DEFINITIONS:

Unless repugnant to the Context or meaning thereof, the terms defined herein shall have the following meaning:

1. Acceptance shall mean execution of the agreement by Seller at the end of this Agreement, by which action the Seller clearly accepts the terms and conditions of this Agreement.

2. Agreement shall mean this Agreement in its entirety, including all content which is referenced or hyperlinked in this Agreement.

3. Banned Products shall mean the products/goods/articles included in the Kogland Banned Products List, which is hyperlinked to this Agreement.

4. Buyer/ Customer/User shall mean any user of the Platform who purchases any Product of the Seller through the Platform.

5. Catalogue shall mean details relevant to the sale / purchase of the Products, including the Selling Price, an informative description of each Product (including but not limited to the length, breadth and height of the Product) and its contents, by way of text descriptions, graphics, or pictures or videos.

6. Cataloguing Fee shall mean the fee for creating a Catalogue of the Seller's Products to be offered through Kogland Platform.

7. Courier Fees shall mean the fees payable to Kogland (By the Seller or Buyer based on the Shipping Options listed for the product) for availing of the courier services through Kogland's Courier Partners and shall mean the courier fees as may be provided from time to time in the Commercial Term Segment in Annexure2. The Courier Fee will be calculated based on the actual weight or Volumetric weight, whichever be the higher value. The volumetric weight will be calculated based on the carton sizes specified in the Catalogue. Any additional charges incurred on actual shipping will be debited to the Seller.

8. Free Shipping shall mean that the courier charges will not be charged to the Buyer instead the courier fees as per the actuals will be debited to the Seller based on rates as mentioned in commercial term segment (Annexure2).

9. Courier Partner shall mean the courier companies with whom Kogland has partnered for couriering / delivering the purchased Products to the Buyers.

10. Group Purchase Option (GPO) shall mean that Kogland platform will provide the Seller an option to aggregate orders from multiple buyers under a Group Purchase Option. Participation to the Group Purchase option will be limited to buyers approved by Kogland for the scheme

11. Invoice shall mean the invoice as may be raised by the Seller on the purchase of a Seller's Product by a Buyer, through the Platform.

12. List Price shall mean the price of a Product in INR at which a product is listed at Kogland Platform by the Buyer.

13. Listing Fee shall mean the fee for listing a Product on Kogland Platform.

14. Malpractice shall mean and include but not limited to selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products by Seller to Users/Buyers

15. Maximum Retail Price (MRP) shall mean the price in INR (Indian National Rupee) imprinted on Product inclusive of all taxes.

16. Payment Collection Fees shall mean the fees (or percentage) as may be provided in the Commercial Term Segment (Annexure2) as payment collection fees.

17. Kogland Marketplace Fees shall mean fee payable to Kogland by the Seller as per Commercial Terms (Annexure2).

18. Commission Fee shall mean the fees (or percentage) as may be provided in the Commercial Term Segment (Annexure2) as commission Fee.

19. Kogland Policies means the various policies which Kogland may issue and make applicable on the Seller from time to time including but not limited to Seller Panel Terms of Use of the Platform which are applicable to the Seller.

20. Payment Gateway means a merchant service provided by a third party (banks or specialised financial service provider) on Kogland market place, that authorises credit card, debit card or net-banking for payment processing.

21. Platform shall mean collectively the mobile application, Kogland IVR and the online market place owned and operated by Kogland on the website located at the URL www.kogland.com,

22. Product(s) shall mean the product(s), made available by the Seller for sale on the Platform.

23. Seller Panel shall mean a web page / account on the Platform provided by Kogland to the Seller and their authorized users with a unique login id and password to update the order status, price and inventory of the Products on the Platform.

24. Seller Proceeds shall mean the net amount receivable by the Seller after deduction of the Kogland Marketplace Fees, Payment Collection Fees, Courier Fees, Commission fee and other charges (if any) from the Selling Price.

25. Selling Price shall mean List Price less any discount (if any) offered by Seller and being final price of the Product in INR that Buyer pays inclusive of GST and Kogland commission fee.

26. Shipment SLA shall mean SLA for dispatch mentioned on each Product page, and it is Seller's responsibility to honour Shipment SLA. Shipment SLA by default would mean the confirmation of product(s) Shipment within 96 hours (4 days) of order placement, unless specified for each product by Seller.

27. Term shall mean the period starting from the effective date of this Agreement by the Seller till the termination of this Agreement in accordance with Clause 14 provided below.

28. Territory shall mean the Republic of India.

2. SELLER REGISTRATION:

1. As part of the registration process, Seller states that Seller have completed the registration form and provided other relevant details as required by Kogland. Seller represents that Seller, in Seller's individual capacity and/or as an authorised representative of the entity (i.e., is eligible to legally bind the said entity) registering as a seller on the Platform, is competent to contract and is at least eighteen (18) years of age, is of sound mind and is not disabled by any Law in India from entering into this Agreement.

2. Seller also represent that the Seller has provided to Kogland Seller's information such as name, contact details, email address, account details, PAN No., GST Registration/declaration, and other compliance related details through the Seller Registration Form and that such information is true and correct as on date and shall keep the same updated during the subsistence of this Agreement.

3. Seller will be responsible for maintaining the confidentiality of the Seller Panel and the information provided therein, and shall be fully responsible for all activities that occur under Seller's Seller Panel. Seller agrees to (a) immediately notify Kogland of any unauthorised use of Seller's account information or any other breach of security, and (b) ensure to log out from the Seller Panel at the end of each session. Kogland cannot and will not be liable for any loss or damage arising from Seller's failure to comply with this Section. Seller may be held liable for losses incurred by Kogland or any other user of, or visitor to, the Platform due to authorised or unauthorised use of Seller Panel as a result of Seller's failure in keeping the Seller Panel and the account information secure, absolute, correct and confidential.

4. Seller agrees that as a registered Seller of the Platform, Seller shall not transfer/sell/trade the Seller Panel to any other person or entity.

5. Kogland reserves the right to determine the Sellers who may sell on the Platform.

6. Kogland also reserves the right to suspend access to registered Sellers to the Platform and the Seller Panel, or to terminate such access granted under this Agreement, without assigning any reasons thereto.

7. Kogland also reserves the right to select / delist the Products displayed/offered for sale or to be displayed/ offered for sale on the Platform.

8. Kogland also reserves the right to change/amend the fee charged for its services in accordance to clause 6(2)

3. PURCHASE AND DELIVERY OF THE PRODUCT:

1. Seller shall upload the Product listings for the sale of the Products in the appropriate category, through the Seller Panel. Seller shall also be required to provide all Catalogue details along with the MRP and List Price and confirms and acknowledges that such Catalogue details shall be in compliance of all applicable laws including but not limited to the Legal Metrology Act. If however, the seller wants to list products on a lead generation model/ Request for Quote model, the list price need not be provided.

2. Seller represent that Seller shall provide accurate Product information on the Seller Panel/Platform. The Product description shall not be misleading and shall describe the actual condition of the Product. If the sold Product does not match the Product description displayed on the Platform, Seller agrees to refund any amounts that Seller may have received from the Buyer.

3. Seller shall be responsible for ensuring that the Seller Panel is updated and reflects the real­ time availability / non­ availability of the Products listed on the Platform. Kogland shall not be responsible for claims made by Buyers for inaccurate Product availability details that are displayed on the Platform due to any negligence / default on the part of Seller to provide updated and accurate Product information. Seller shall be required to retain an adequate inventory of the Products listed on the Platform, for successful fulfilment of orders.

4. Seller shall not attempt to sell any products falling in the category of product prohibited for sale in India under any law for the time being in force. However, Kogland may from time to time as may be applicable provide for any product not allowed to be sold through Kogland Platform (Annexure 1). Kogland shall be entitled to block all such products and shall also have the right to suspend or terminate the Seller's access to the Seller Panel and the Platform and/or terminate this Agreement forthwith.

5. When a Buyer elects to purchase a Product through the Platform, Kogland shall receive the order for the Product on behalf of the Seller only in the capacity of an online marketplace. Seller understands, agrees and acknowledges that Kogland is an intermediary which facilitates the online transaction of sale of Products between the Seller and Buyer and that there is no privity of contract between the Buyer and Kogland; Kogland shall facilitate a bipartite transaction between the Seller and Buyer and Kogland shall not be a party to the same. Alternatively, when a prospective buyer Requests for a quote of a product/ products through the platform, Kogland shall receive the request on behalf of the seller only in the capacity of a marketplace/facilitator, and forward the same to the seller. The seller understands, agrees and acknowledges that Kogland is an intermediary which facilitates the lead generation for the possible sale of products between buyer and seller and that there is no privity of contract between buyer and kogland.

6. For all orders placed on the Platform, payments shall be collected by Kogland on behalf of the Seller, in the mode (i.e., payment gateway. Seller hereby authorise Kogland to process, facilitate, collect and remit payments to Seller, (collected electronically), from the Buyers in respect of sale of the Products through the Platform. Seller also agrees and acknowledges that the payment facility provided by Kogland is neither a banking service nor a financial service but is merely a facilitator/facilitating the service of providing an automated online electronic payment system, using the existing authorised banking infrastructure and credit card payment gateway networks, for the transactions through the Platform. Further, by providing the payment facility, Kogland is neither acting as a trustee nor acting in a fiduciary capacity with respect to any transaction on the Platform. Alternately, For all successful sales for leads received through the platform, payments shall be collected by the seller, as agreed with the buyer, as per the sellers payment terms.

7. On the Buyer making the payment of the Selling Price through the payment gateway provided on the Platform, Seller will be intimated of the same through the Seller Panel. Alternately, For all successful sales for leads generated through the platform, Seller to inform/notify kogland through formal mail confirmation.

8. Kogland shall provide the necessary backend infrastructure for capturing the Buyer/order details placed on Seller. Orders placed by the Buyer will be forwarded to Seller/reflected in the Seller Panel. Seller shall package the Product(s) in accordance with the packaging guidelines issued by Kogland from time to time and dispatch the Product(s) to the Buyer. Alternately, Kogland shall also provide the necessary backend infrastructure for capturing the buyer and lead details placed on the seller. Request for quotes would be forwarded to the seller and reflected on the seller panel. Seller shall respond to the request in accordance with the guidelines issued by Kogland from time to time.

9. Seller shall ensure that the purchased Product is dispatched to the Buyer, within Shipment SLA, along with all the required information, manuals, accessories (where applicable) warranty documents (where applicable) and any other relevant documents, to enable the Buyer to optimally use the Product purchased. Seller shall also issue a corresponding Invoice in the name of the Buyer, which Invoice shall be sent to the Buyer along with the Product. Seller shall be responsible to update the Seller Panel to reflect this development.

10. The default fulfilment model provided by Kogland for the delivery of purchased Products to the Buyers is the Kogland LMD (Last Mile Delivery) Model as detailed herein below. Kogland may, at its discretion, introduce other fulfilment models other than those listed in this Clause, at any time in the future. On introduction of such other fulfilment models, Kogland may, at its discretion, offer these options to all or select Sellers. Under the Kogland LMD Model ­ (Default Model) Seller will be responsible for packaging and shipping the right Product and right quantity to the Buyer via courier through Kogland LMD network. Kogland will assign Courier partner for each shipments and designated courier partner shall collect the shipments from Seller's address provided during registration process. However, in the lead generation model, shipping and delivery of the product, upon successful sale, should be performed by the seller, or as agreed between buyer and seller and the Kogland LMD will no apply.

11. Seller shall keep Kogland informed promptly on any information that shall impact the delivery of a Product to the Buyer.

4.GROUP PURCHASE OPTION:

1. Participation in Group Purchase options is limited to buyer qualified by Kogland.

2. Group Purchase option initiated by the Seller cannot be cancelled or dishonoured once a single buyer participates in the GPO with an Order and can only be cancelled after the offer end date attached to the particular GPO, provided the GPO quantity is not achieved within the offer period and/or, if buyer participants fail to make payments for the committed purchases.

5. NON­DELIVERY OR RETURN OF PRODUCTS

1. Non delivery/return of the Product due to fault of the Seller:- Where the Product has not been delivered/ has been returned due to any reason/fault attributable to Seller, then Kogland shall refund to the Buyer the Selling Price paid by the Buyer to purchase the Product and Seller shall be liable to pay Kogland and Kogland shall be entitled to recover from Seller ­ Kogland Marketplace Fees, Courier Charges, Payment Collection Fees and Seller Proceeds (where Kogland has remitted the Seller Proceeds to the Seller)

2. Non delivery/return of the Product due to any other reason:- Where the Product has not been delivered/ has been returned due to any reason which is not attributable to the Seller, then Kogland shall refund to the Buyer, the Selling Price paid by the Buyer to purchase the Product and shall cause the Product to be returned to the Seller. Upon confirmation of return of Product back to Seller in appropriate condition, Kogland is entitled to recover any proceeds paid to Seller for that Product.

3. Parties agree and acknowledge that Kogland shall be entitled to recover/adjust any outstanding amount due and payable by Seller to Kogland under this Agreement from any Seller Proceeds payable to Seller and Seller undertake not to object to such recovery/adjustment.

4. In the event of any default by Seller to deliver the Product to the Courier Partners (and therefore to the Buyer) on time or at all, Seller shall immediately update the Seller Panel / send an email to Kogland informing of such non­ delivery and the reasons thereof, immediately on the occurrence of such event. In such events, Kogland at its discretion might cancel such orders and mark them under Seller cancellation.

5. Seller hereby agrees to accept all Products which are refused/not accepted by the Buyer at the time of delivery.

6. The Seller hereby agrees and acknowledges that it shall be liable to pay 50% of the Kogland Fees due towards Kogland if the Seller cancels the order within the Shipment SLA and shall be liable to pay 100% Kogland Fees due towards Kogland if the Seller cancels the order after Shipment SLA and Kogland shall be entitled to recover the same from the Seller.

6. PAYMENT TERMS

1. Seller shall quote the best, lowest and competitive Selling Price (inclusive of all applicable taxes and charges) for each Product on the Platform.

2. Kogland shall have the right to amend the Kogland Fees percentage applicable to any Product as provided in the Commercial Term Segment (Annexure2), with notice of the same to Seller by way of an email and/or a notification on the Seller Panel detailing such modifications/ amendments/ revisions to the Kogland Fees/Commission. It shall be the Seller's responsibility to review the emails / notifications by Kogland from time to time. Seller's continued use of Seller Panel (including any updated information in Seller Panel, listing of Products, inventory maintenance, etc.) after such modifications/ amendments/ revisions of the Kogland Fees shall be deemed as acceptance of such modifications/ amendments/ revisions.

3. Seller may provide a discount / offer on the Products. Notwithstanding the above, the Selling Price of all Products offered on the Platform shall be either equal to, or less than, the maximum retail price of that Product. The maximum retail price, along with other statutory declarations, shall be mentioned on each Product and/or on its packaging in accordance with applicable laws.

4. The Selling Price in respect of a Product purchased by a Buyer shall be received in full by Kogland through the online system, i.e., the payment gateway offered by Kogland on the Platform. For the Lead generation model, the seller shall receive the payment through agreed legal channels.

5. Seller will be responsible for payment of all applicable taxes including GST.

6. Seller agrees and acknowledges that Seller will pay Kogland, the Kogland Marketplace Fees, Courier Fees, Payment Collection Fees, Commission fee or any other fees, and applicable GST on it, as provided in Commercial Term Segment (Annexure2), for all the orders or successful sales on leads received through Kogland.

7. Kogland shall release the payment of the Seller Proceeds to the Seller 15-30 days from date of confirmation of delivery of Product to the Buyer, after deducting Kogland Fees, the Courier Fees, Payment Collection Fees, fulfilment Centre Charges and any other applicable Fees and applicable taxes, as per the Commercial Term Segment (Annexure2). Alternately, seller agrees to pay kogland, the agreed commission fee for all successful sales made through leads received through the platform within 15 days from the date of invoice generation.

8. Seller agrees that Kogland shall, at all times, have the right and option to deduct / adjust any payments due to, or from, Seller in one transaction, against any payments due to, or from, Seller in other transactions.

9. It is stated that all Commercial Terms such as dispatch, delivery of the Products, etc., are bipartite contracts between the Buyer and Seller and the payment facility is merely used by the Buyer and Seller to facilitate completion of the transaction. Use of the electronic payment facility shall not render Kogland liable or responsible for the non-­delivery of the Products listed on the Platform or for any other reason whatsoever.

10. Forward logistics charges will apply at the rate of Rs.97 per KG (or part thereof) + GSTfor overnight service mode and Rs.37 per KG + GST for economy service mode with a minimum freight charge of Rs.72 (economy service mode). The weight considered for logistics charges will be the dead Weight or the volumetric Weight, whichever is higher. This, however, would not be applicable for the lead generation model as mentioned in Clause 3(10)

11. In case of reverse pickup, the Seller shall be charged Reverse Logistics charges at the rate of Rs.97 per KG + GST on dead weight or volumetric weight. This will be in addition to the forward logistics charges charged for these orders. This, however, would not be applicable for the lead generation model.

7. OBLIGATIONS OF THE SELLER

1. Seller shall maintain records of all the Products purchased by the Buyers through the Platform, all returns, refunds, etc., as may be required for audit and regulatory purposes and for the Platform's Customer service purposes.

2. During the Term, Seller shall appoint a representative, who shall be Kogland's point of contact for any and all matters related to this Agreement, including but not limited to all sales and delivery related matters.

3. Seller shall be solely responsible and liable for any complaints and queries of Buyers with respect to the Products, delayed delivery or non-­delivery of the Products purchased or any complaints with respect to the quality or quantity of the Products delivered.

4. Seller shall be solely responsible for making any representations or warranties with respect to the quality of the Product to the Buyer, including all relevant Product warranties.

5. Seller agrees that seller shall not dispatch refurbished products or products that are nearing end of shelf life period from manufacturing date.

6. Seller shall, at all times, comply with all applicable laws including without limitation compliance with laws relating to GST etc.

7. Seller agrees to make available the consignment, ready for shipment, within 96 hours (4days) of the order date

8. Seller agrees to dispatch sample products requested by customer, if made available by the seller, at their own cost and their preferred courier, and update details of dispatch (AWB, Courier name, date of dispatch and qty) in the comments section before closing the request.

9. Seller agrees to pack the consignments of received orders, securely and efficiently and use quality packing materials/box’s/ cartons for shipment.

7A OBLIGATIONS OF THE SELLER ON MALPRACTICE

1. Seller confirms and understands that selling and delivering wrong, fake, duplicate, spurious, counterfeit, damaged, defective, refurbished or previously owned Products through the Platform will cause great prejudice and harm to the reputation and goodwill of Kogland and may also cause harm and prejudice to the Buyers. Seller acknowledges and warrants that Seller shall not sell any Product which may cause prejudice or harm to the reputation and goodwill of Kogland. Kogland reserves the right to impose and deduct from the outstanding payments of the Seller without prior consent of the Seller or recover damages from the Seller if the Seller is found to be involved in any malpractice. The Seller acknowledges that Kogland shall impose, deduct or recover Rs.2 Crore or annual Marketplace GMV whichever is higher as damages from Seller and terminate the Agreement immediately without assigning any reason if the Seller is found to be involved in any malpractice. Kogland reserves the right to adjust the above amount from any amount accrued to Seller pursuant to this Agreement.

2. Seller undertakes and agrees that product Catalogue listing details in Kogland portal shall be true, correct, and duly authorised and shall not be misleading, fraudulent, false, unauthorised, illegal and shall not contain any misrepresentation of facts to induce users for ordering for Sellers products listed on Kogland portal. If the Seller is found to be involved in any such misrepresentation or illegal activity, the Seller acknowledges that Kogland reserves its right to terminate this Agreement immediately and claim damages to the extent of Rs.2 Crore apart from making Seller liable for criminal prosecution.

3. Seller undertakes and agrees to dispatch and deliver only that/those products which were ordered by the User on Portal and not to dispatch empty box or any other product of lesser value or any other material which is not ordered. If Seller is found to be involved dispatching or delivering empty box or any other product of lesser value or any other material which is not ordered to the Buyer thereby resulting in loss of reputation or goodwill, the same shall be regarded as gross violation of the terms and conditions of the Agreement and Seller acknowledges that Kogland reserves its right to take recourse to the legal actions and remedies including but not limited to as contemplated under Clause 7A(I) and 7A(2)

4. Seller undertakes and agrees he shall not collude with a User/s or Buyer for the purpose of consumption of any offer including but not limited to discount, cashback amount through false and fraudulent transaction or represent/pose as User in order to consume any offer including but not limited to discount, cashback offer of Kogland. Seller further acknowledges he shall not place orders with his own or relative's account for earning any offer including but not limited to discount, cash back offers. If Seller is found to involved in such activity, the same shall amount to malpractice under this Agreement and the Seller acknowledges that Kogland reserves its right to take action as contemplated under Clause 7A(I) and 7A(2)

5. Seller undertakes and confirms that it deals only in original, legitimate and genuine Products and in which he owns rights, which are either self-­manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. Seller further undertakes that it shall not sell fake/spurious/non authentic products on the Platform. For the purpose of this Agreement, fake/spurious/non authentic products shall means and include but not limited to the following:

• If the product received by the User is different from that shown/displayed in the image uploaded on Kogland's site by the Seller.

• If the Seller is not authorised to sell a product which may either be branded /non branded.

• If a Seller commits a warranty for a product on Kogland website which it is not authorised to do.

• If the Seller interchanges warranties between seller and brand.

• If the Seller tampers with Maximum Retail Price (MRP) label of the product, uses outdated packages, makes false representation as to price, date and quality and tampers with any packaging as mandated by Legal Metrology Act and all other applicable laws.

• If in gross violation under this agreement and the Seller acknowledges that Kogland reserves its right to take action as contemplated under Clause 7A(I) and 7A(2).

6. Seller undertakes and confirms that while listing the inventory of the product, the Seller has physical possession and owns such quantity of product as listed on Kogland and further undertakes to fulfill the orders placed by the User promptly. In the event of delay in shipment/delivery of products or Seller cancellation of orders due to non­-availability of products, the Seller acknowledges that Kogland reserves its right to take action as contemplated under Clause 8A(I) and 8A(2).

7. Seller acknowledges that Kogland has the right to cap the maximum quantity of product that the Seller may list in Kogland website in order to control the maximum number of order Seller can receive and deliver the orders on time.

8. Seller confirms Seller shall not create multiple accounts with Kogland which may lead to misrepresentation of identity of the account holders of those accounts. Seller may also not create multiple IDs under the category of user wherein the identities of those User accounts do not represent the Seller. Seller is in gross violation of the Agreement if he holds multiple User or Seller accounts. ­

8. TRANSFER OF OWNERSHIP OF PRODUCT, LOGISTICS AND CONSUMER RIGHTS

1. Seller agrees that Kogland's role is limited to managing the Platform for the display of the Products and other incidental services to facilitate the shopping transactions between Seller and the Buyers. Accordingly, Kogland is merely an intermediary and the Platform is only a platform/facilitator where the Seller may offer its Products for sale. The contract for sale of any of the Products shall be a strictly bipartite contract between Seller and the Buyer. At no time shall Kogland have any obligations or liabilities in respect of such contract nor shall Kogland hold any rights, title or interest in the Products. Kogland shall not be responsible for any unsatisfactory or delayed performance or any actions or inactions of the Seller including delays as a result of the Products being out of stock.

2. The ownership in the Products purchased will be transferred to the Buyer after successful delivery of the same at the destination provided by the Buyer, until which the ownership in the Products shall vest with the Seller alone. As a large market place, Kogland will extend its value added services to Sellers by giving mandates to logistic partners for facilitating the smooth functioning of the transaction between Seller and the Buyer. Any damage in transit on account of inadequate/unsuitable packaging will be to the account of the Seller.

3. Seller hereby agrees to accept all sales returns which are refused/not accepted by the Buyer at the time of delivery.

4. Seller will offer standard manufacturer's or Seller's warranty actually associated with the Products. However, the Parties agree that repair, replacement or 100% (one hundred percent) refund of money will be given to the Buyer against manufacturing defect or damage. Seller shall be solely responsible to issue a suitable, duly stamped, manufacturer's warranty card to the Buyer with the Product at the time of dispatch of the Product, if applicable. The Parties also agree and acknowledge that the primary and sole responsibility for redressal of the Buyer's complaints will rest solely with Seller at all times.

5. The Seller undertakes to bear all logistics cost with respect to return/reverse orders and also acknowledges that Reverse Logistics Cost as stated in Clause 6 (11) and Annexure2.

6. Seller undertakes to accept all the return shipments irrespective of condition of the shipment and any dispute with respect to the condition of the shipment shall be settled by the Parties only after acceptance of the shipment by Seller. If the shipment is not accepted by Seller, no dispute related to returns shall be entertained by Kogland.

7. Seller undertakes to provide its signature along with its stamp with receiver Customer's name /contact number on all return shipments without which courier will not handover any shipment. In absence of such evidence on return shipments, no return shipment query will be entertained.

8A The clauses hereinafter shall be applicable on in case of non-­ shipment and or delivery

1. Seller shall mark Orders as shipped only with track­able waybill numbers on courier website. In case any provided waybill is not traceable on courier site beyond 48 hrs of marking orders as shipped, orders will be refunded to Customer on behalf of the Seller and the Seller shall be notified accordingly. Kogland shall instruct the courier to return the shipment back to origin. No return related query shall be entertained in this case by Kogland.

2. Seller confirms and acknowledges that Kogland reserves its right to refund any order with prior information to the Seller in case of Shipment SLA breach and direct the Courier Partner to return the shipment. In case, the Product is delivered to Customer, the loss of product value shall be to Seller's account.

3. The buyer would be permitted to cancel their order only before shipment by notifying Kogland. However, on an occasional instance the buyer cancels his/her order for any reason whatsoever after the shipment or delivery of such order, Kogland will promptly inform Seller of the said order and Kogland undertakes to arrange/initiate return/reverse shipment of the said order. Kogland confirms that Kogland shall refund such orders on behalf of the Seller to buyer on receipt of return/reverse confirmation from Seller.

9. REPRESENTATIONS AND WARRANTIES

The Parties hereby represent and warrant to each other as under:

1. The Parties have all requisite power and authority to execute the Agreement, deliver and perform their obligations under this Agreement and have been fully authorised by all requisite corporate actions to do so; and

2. The execution and performance of this Agreement by either Party does not and will not violate any provision of any existing agreement, law, rule, regulation, any order or judicial pronouncement.

3. The Seller undertakes that, at all times during the Term of this Agreement, it will:

   1. abide by the terms and conditions of the Agreement, the Kogland Policies and the other Platform policies, as may be applicable to the Seller;

   2. not list or offer for sale/sell/deliver any Banned Products or refurbished Products or to which he has not rights to, or those category of products as mentioned in Annexure1, on the Platform

   3. deliver the Products to the Buyers in a timely manner consistent with the terms of this Agreement; and

   4. deliver the Products in accordance with all applicable laws, rules, regulations, governmental orders, etc., and applicable codes of practice, now or hereafter in effect, relating to the Seller's performance under this Agreement.

4. The Seller represents that the Seller is competent to contract and is not disqualified from contracting under any law in India.

5. The Seller has and shall maintain all licenses and registrations required for selling the Products online or otherwise during the Term. This includes, but is not limited to, required Drug Licenses and GST registrations

6. The Seller agrees, represents and warrants that the Seller shall not describe himself/itself as an agent or representative of Kogland or make any representations to any Buyer or any third party or give any warranties which are of such a nature that Kogland may be required to undertake, or be liable for, whether directly or indirectly.

7. The Seller agrees, represents and warrants that the Seller shall not, during the Term, offer the Products listed on the Platform, to any other website or through any other platform, at a price which is less than the Selling Price, as listed on the Platform.

8. Seller agrees, represents and warrants that, the Seller shall not, at any time during the Term, transact with any Buyer directly. The Seller agrees to attend to, and resolve, the Buyers queries with regard to the delivery of the Products and the quantity and quality of the Products within 1 (one) day from the date of receipt of such queries.

9. The Seller hereby represents and warrants to Kogland that there are no restrictions, hindrances or encumbrances of any nature which, in any manner, restrict the performance of the obligations by the Seller under this Agreement.

10. The Seller shall be responsible for payment of the Seller's own taxes and any taxes/levies/cess applicable on the Products sold through the Platform, and shall indemnify and hold harmless, Kogland, from any liability in this regard.

11. The Seller hereby declares and confirms that it deals only in original, legitimate and genuine Products which are either self-­manufactured and/or procured from legitimate channels and in compliance with all the legal requirements. The Seller further declares that it shall not violate the intellectual property rights of any third party and shall be solely responsible for any breach or violation of such intellectual property rights, and shall keep Kogland indemnified against any claim or damage arising out of such breach.

12. The content of the Products, the text descriptions, graphics or pictures (“content”) regarding the Product being uploaded on the Platform and the Product packaging, shall not be obscene, libellous, defamatory or scandalous or which is capable of hurting the religious sentiments of any segment of the population or constitute an infringement of any intellectual property rights of any person or entity and that the Seller grants Kogland non­-exclusive, royalty free and irrevocable rights to use, display, store, reproduce, publish, transmit, cache the said content.

13. Seller agrees, acknowledge and understand that:

    1. Seller is using the Platform provided and owned by Kogland;

    2. The permission granted by Kogland to use the Platform as an online market place and is on a non­-exclusive basis;

    3. Kogland reserves the right to deny access to, or revoke, such permission to use the Seller Panel and/or Platform at any time;

    4. Kogland shall have the right to remove the listing of any Product being offered for sale by Seller;

    5. Any and all data derived as a result of this Agreement will be owned by Kogland and Seller shall have the right to utilize such data for the duration of the Term of this Agreement to fulfil Seller's obligations hereunder; and

    6. For the duration of the Term, the Platform shall be maintained by Kogland. The ownership of the Platform shall vest with Kogland and Kogland shall make its best efforts to deal with any technical issues affecting the Platform (such as, for instance, the Platform becoming inoperative. Kogland does not warrant that the Seller will be able to use the Platform and offer for sale the Seller's Products at all times or locations on the Platform or that the Platform and the services provided through the Platform will be uninterrupted or error-free or that the defects will be corrected by Kogland.

    7. Except as agreed to by the Parties, the data of Buyers will be the exclusive property of Kogland, and Seller will not use the same for Seller's own purpose or distribute or sale or use such data in any form or means except for the purpose of this Agreement and shall keep it confidential at all times.

    8. In the event of any breach or delay in the fulfilment of Seller's obligations by Seller, due to any reason, Kogland shall not be held liable/responsible. Kogland shall not be liable for the sale of the Products by Seller through the Platform or for any loss incurred by Seller or the Buyer therefrom.

    9. The Seller represents that the Seller shall not, at any time, use any intellectual property of Kogland in any manner without the prior written consent of Kogland. The Seller also represents that the Seller shall not purchase any Kogland metatags on the Internet without the prior written consent of Kogland.

    10. Seller agree that Seller will abide by and be bound by the terms and conditions of this Agreement and Kogland Policies, including any amendments thereto made by Kogland from time to time which may be made without notice to Seller.

    11. The Seller represents and warrants that if Seller is found indulging in providing of false or misleading information or provision of defective or counterfeit Products, then Kogland may initiate civil and/or criminal proceedings against the Seller and Kogland may, at its sole discretion, suspend, block, restrict, or cancel the Seller's registration on the Platform and /or disqualify / bar the Seller from selling the Products on the Platform.

10. INTELLECTUAL PROPERTY RIGHTS

1. Both Parties agree that the brands/logos, trademarks, etc., belonging to each Party are the exclusive property of the respective Party and cannot in any circumstances be used, or copied, or altered in any manner which is identical/ similar the brands/logos/trademarks of the other Party without being specifically authorised in writing by that Party. Seller recognizes and confirms that Kogland has the exclusive right to supervise, allow and reject the contents of the Platform. Kogland shall not be liable for contents and images shared, uploaded or displayed on the Platform by the Seller regarding the Seller's Products and all consequent liability will be borne by the Seller only.

2. Seller hereby grants to Kogland the right to display/delist the Products (as updated or to be updated by Seller on the Seller Panel at any/all times) along with the related logo and/or trademark and/or brand name, etc., of the Products for marketing/selling through the Platform.

3. Seller hereby authorise Kogland to use and include Seller's trademarks (as may be provided by Seller from time to time) and Seller's corporate name on the Platform and in any directory or promotional material produced in connection with the promotion of the Platform or the Products offered by Seller on the Platform.

4. Seller acknowledges that Kogland is merely an intermediary with respect to the Products listed on the Platform. However, on receiving written notification of any alleged infringement of third party intellectual property rights due to display or sale of any Products/third party trademark or copyrighted matter on the Platform (including availability or sale of counterfeit goods on the Platform), Kogland may, at its own discretion, remove / delist the allegedly infringing Products / content from the Platform, with or without prior notice to Seller.

11. ANTI BRIBERY AND ANTI CORRUPTION POLICY AND INTERESTED PARTY DISCLOSURE

1. The Parties agree to conduct all their dealings in a very ethical manner and with the highest business standards. The Seller agrees to comply with Anti ­Bribery and Anti­-Corruption Policy and adopt appropriate processes to prevent offering any illegal gratification in the form of bribes or gifts either in cash or in kind in the course of all dealings with Kogland or any other third parties for the purpose of this Agreement. Any instances of such violations will be viewed in a serious manner and Kogland reserves the right to take all appropriate actions or remedies as may be required under the circumstances. The Seller will provide all possible assistance to Kogland in order to investigate any possible instances of unethical behaviour or business conduct violations by an employee or hired person of the Seller.

2. Seller represents and warrants that, except as disclosed to Kogland,

   1. no employee, officer, director, or direct or indirect owner of Seller is a government official, political party official or candidate, or an immediate family member of such an official or candidate.

   2. None of his family member or direct relative(s) is an existing employee of Kogland and shall disclose the same in the event such family member or direct relative is an existing employee of Kogland

   3. In the event that during the Term there is a change in the information contained in this paragraph Seller agrees to make immediate disclosure to Kogland, and in that case, Kogland reserves the right to immediately terminate this Agreement by written notice.

12. INDEMNIFICATION

1. The Seller agrees and undertakes to indemnify and to hold harmless Kogland, its affiliates, successors, agents, assigns, and each of their directors, officers, employees, associates, agents, and representatives from and against any losses, damages, liability, claims, costs, penalty and expenses (including, without limitation, reasonable attorneys fees) incurred by reason of (i) any breach or alleged breach by the Seller of the Seller's obligations, representations, or warranties hereunder; (ii) any violation by the Seller of applicable law or regulation (including law governing information technology, money laundering, data protection and consumer protection); or (iii) any breach by the Seller of any Kogland Policies or any other policies

2. Additionally, the Seller shall, at all times and to the complete satisfaction of Kogland and without demur, at its own expense, indemnify, defend and hold harmless, Kogland and its officers, directors, employees, associates successors, representatives and agents, against any third party claim, demand, suit, action or other proceeding brought against Kogland or its directors, successors, representatives, agents, officers and employees and against all penalty, damages, awards, settlements, liabilities, losses, costs and expenses related thereto (including attorneys fees) to the extent that such claim, suit, action or other proceedings are, directly or indirectly, based on or arise on account of the Products and their content, or any breach of any of the terms and conditions of this Agreement by the Seller or failure of the Seller in the performance or observance of its role, functions, responsibilities as specified herein, or the breach of the Seller's representations and warranties as contained in this Agreement, even after the termination of this Agreement.

13. LIMITATION OF LIABILITY

1. To the greatest extent permissible under law, Kogland shall not be liable for any special, indirect or consequential loss or damage, loss of profits, business, revenue and/or goodwill. The maximum aggregate liability of Kogland shall be limited to INR 1,000 (INR one thousand only).

14. TERM, TERMINATION AND CONSEQUENCES OF TERMINATION

1. Term: Agreement shall come into force on the Effective Date and shall continue for twelve months unless terminated as per terms of this Agreement.

2. This Agreement may be terminated by Kogland, with immediate effect:

1. if Seller are in breach of any of its obligations, representations or warranties, or any other material terms as contained in this Agreement and/or any of the Kogland Policies;

2. if a petition for relief under any bankruptcy or insolvency is filed by or against Seller or Seller makes an assignment for the benefit of the creditors, or a receiver or an administrative receiver or administrator is appointed.

3. Kogland also has the right to suspend Seller's access to the Seller Panel (instead of terminating the Agreement) for any period of time (during which time period Seller shall not be permitted to sell Seller's Products on the Platform) on the occurrence of any of the termination triggers specified in Clause 14.2 above or without any reason.

4. Notwithstanding anything contained under this Agreement, any Party may terminate this Agreement for convenience upon thirty (30) day written notice to other Party.

5. On termination of this Agreement:

1. Kogland will, with immediate effect, block Seller's access to the Platform and consequently, Seller shall not be able to offer any Products to the Buyers thereafter and shall not have the right to re­register himself /itself as a Seller on the Platform at any time after such termination, unless Kogland, in its discretion, permits such registration.