“The Purple Thinkers”

Agreement Form

Vendor registration agreement

1

VENDOR REGISTRATION FORM

Based on mutual discussions, M/S Purple Thinker., - Zabme, has accepted to offer for display, the Products of Merchant M/s ( Name of the vendor ). On www.zabme.com & other company domains, subject to the terms and conditions contained herein.

General:

Vendor Company Name :

Registered Address Of The Vendor :

Phone/Mobile/Fax :

Email:

C.S.T. & L.S.T. No. (Enclosed) :

Mode of Working (Market Place/SOR)

Cash discount

Payment cycle 15Days

Company Identification No./Limited Liability partnership Identification No. (Enclosed):

Cancellation Clause Cancelled by vendor: Rs.50.00

PAN (enclosed) :

TAN (if Applicable) :

TIN No (VAT) (enclosed) :

Micro, Small and Medium Enterprise(MSMED):

Contact Person – Day to Day Operations :

Contact Person Phone/Mobile/Fax :

E-Mail:

E-mail address of Client Head :

Payment To Be Made -In Favor Of :

Cancelled cheque leaf (enclosed)

Bank Account Number :

Bank Name & Address :

IFSC Code :

Branch Name :

Classification of Vendor (for payment) : JIT:Just In Time

Product Category :

Address for Communication/Billing :

For Purple Thinkers, www.Zabme.comAuthorized signatoryName: LovelyDesignation : Senior Purchase Manager Address: #Purple Thinkers,307, 2nd Floor,Ansal Corporate Plaza,Palam Vihar,Gurgaon – 122017www.zabme.com

Authorized signatoryName: Designation : Address :

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[TO BE STAMPED AS PER APPLICABLE STAMP LAWS]

[Drafting Note: Please note that this agreement relates to the vendor dispatch model wherein:

(i) Vendor and The Purple Thinkers are entering into an arrangement wherein The Purple Thinkers provides “Online Platform” services for sale of Vendor’s products;

(ii) (ii) Warehousing is undertaken by the Vendor; (iii) (iii) Dispatch of goods to the customer are undertaken by the Vendor directly or through

courier agencies of the The Purple Thinkers; (iv) Monies are collected by the The Purple Thinkers who, after retaining service fee, remits the

remaining monies to the vendor.]

VENDOR AGREEMENT

This Vendor Agreement (“Agreement”) is made on the _______________ day of _________ 2015 (“Effective Date”) at ___________ By and between

M/s. The Purple Thinkers having its registered office at 307,2nd Floor, Ansal Corporate Plaza, Palam Vihar, Gurgaon - 122017, Haryana, India (hereinafter referred to as the “Company” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its nominees, successors and permitted assigns) and

M/s. _______________________________having its registered office at _______________________________ and its corporate office at ________________________ (hereinafter referred to as the “Vendor” which expression shall, unless it be repugnant to the context or meaning thereof, mean and include its nominees, successors and permitted assigns).

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

The Company owns a domain-name registration, the website under the domain-name www.zabme.com (“Online Platform” / Website”) and the brand under which the “Online Platform” is operated. The “Online Platform” operates as an online e-commerce marketplace for the display, advertising and sale of lifestyle products of various vendors to the end customers (“Customers”) and provides related services to the vendors and to the Customers / users of the “Online Platform” on behalf of the Vendor (as the Vendor’s service provider). The Vendor is desirous of hiring the Company as a service provider for providing various services in relation to the sale of its products which it makes available for sale on the “Online Platform” from time to time during the Term (“Products”), and the use of the brand and Website for enabling promotion / advertisement of its products (“Services”). Such Products are either owned by the Vendor or are sourced/purchased by the Vendor from third Party suppliers(“Suppliers”). The Parties now wish to enter into this Agreement to document the key terms and conditions which will govern the relationship of the Parties.

S.No Heading Clause1. Products that

are contemplated to be sold via the Website

I. The Vendor hereby undertakes to offer the entire collection and range of its Products to the Company at any given point of time during the Term, for the purposes of this Agreement. Based on market analysis conducted by the Company, the Company may make recommendations to the Vendor from time to time on the specific products, and the quantities thereof from the entire range / collection that are to be displayed, advertised and offered for sale by the Vendor through the “Online Platform”. The Vendor shall make its final decision on the Products and their quantities to be displayed on the “Online Platform” on the basis of such recommendations. Notwithstanding the foregoing, the Company has the right to refuse to display, or withdraw from the “Online Platform”, any Product for sale on the “Online Platform” at any time during the Term.

II. The Parties agree that the Vendor shall be free to sell the Products via means other than the “Online Platform”.

III. Notwithstanding Clause 1 (ii), the Parties shall mutually decide upon, within twenty (20) business days from the Effective Date, certain Products that the Vendor shall exclusively offer for display, advertising and sale through the “Online Platform” only (“Specified Product Lines”). The Vendor shall not, in respect of the Specified Product Lines, seek, accept from or appoint any

other entity to provide any services similar to the Services without first obtaining the prior written approval of the Company.

2. Services to be provided by the Company

As part and parcel of the Services, the Company shall carry out the following functions for and on behalf of the Vendor in consideration of the Service Fee (as defined hereinafter).

A. Facilitation of Sale of Products through the “Online Platform”:

I. The Vendor authorizes the Company to, on behalf of the Vendor, provide to Customers / users of the “Online Platform”:

a) Information and assistance in relation to the listed Products and sales thereof,

b) Information in relation to the status of the order placed by Customers, and

c) Customer helpdesk services for other inquiries in relation to Products and orders, customer complaints and grievances connected with the Products. The Vendor agrees and undertakes to fully co-operate with the Company as reasonably required, in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Vendor either on its own or through the Suppliers, as the case may be.

II. The Vendor authorizes the Company to place: a) A description of the Vendor (including but not limited

to description of Suppliers, where so directed by the Vendor); and

b) Description of each of its Products (including but not limited to the technical description of the Products, brand name of the Product, the price of the Product and any applicable warranty terms) on the “Online Platform”.

B. Advertising:

i. The Company shall advertise / display, on behalf of the Vendor, the Products on the “Online Platform” based on the guidelines and other Product specifications provided by the Vendor.

ii. Further, at the option of the Vendor, the Company shall advertise from time to time, the Products via online / offline means (including newspapers / magazines / television / radio commercials) on behalf of the Vendor. The costs of such offline advertisement shall be included in the Service Fee (as defined hereinafter) charged by the Company from the Vendor for its services.

Where a Product has been shot and then displayed on the “Online Platform” and the Vendor fails to deliver such Product to the Customer in accordance with the terms of this Agreement, then, notwithstanding any other liability of the Vendor, the Vendor will be liable to pay to the Company the charges expended by the Company for arranging for the shipment of each such Product.

C. Quality and Quantity Assurance:

1. Prior to the advertising of a Product on the Website, the Vendor shall provide sample(s) of the Product, for quality assessment or our quality team will visit the vendor’s place for quality assessment as required under clause (2) (B), on which the Company shall carry out a quality assessment based on the relevant quality parameters prescribed by the Vendor (“Quality Parameters”).

Where sample Products do not satisfy the Quality Parameters, the Company shall inform the Vendor as soon as possible and the Vendor shall thereafter replace, repair or improve or upgrade all the relevant Products so as to make them comply with the Quality Parameters. The Vendor shall thereafter provide fresh sample Products to the Company out of such replaced, repaired, or improved or upgraded Products and the process of assessing the quality thereof shall be carried out again.

2. Where the Products are sourced by the Vendor from Suppliers, the Vendor shall ensure that such Supplier repairs or improves or upgrades or replaces all the relevant Products so as to make them comply with the Quality Parameters. Such repaired or improved or upgraded or replaced Products shall also be subject to assessment based on the Quality Parameters.

3. The Vendor will provide suitable and adequate information on functionality / usage of the product in order to explain the same to the customer via the “Online Platform”. This information will be provided alongside the initial sample(s) and Quality Parameters defined above.

4. Prior to the Product(s) being displayed / advertised on the “Online Platform”, the Vendor shall, within twenty-four (24) hours ensure the availability of the Products (the samples of which have satisfied the Quality Parameters as stated above,) for servicing customer orders, and provide documentary proof thereof to the satisfaction of the Company (“Stock Statement”).

5. These Products will be blocked / set aside explicitly for sales via the “Online Platform”, in a warehouse belonging to/contracted by the Vendor for storing such Products. (“Warehouse”).

6. Further, provided that in the event that due to any reason the Product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Vendor shall immediately, and no longer than twelve hours (12 hours) from such Product(s) or stated quantities thereof becoming unavailable, notify the Company in writing of the unavailability so that the listing on the “Online Platform” may be modified accordingly. If Vendor fails to deliver such Products to the Customer in accordance with the terms of this Agreement, then, notwithstanding any other liability of the Vendor, the Vendor will be liable to pay to the Company an amount of Rs.1,000/-. Such amount will be utilized towards compensating the Customer for non-fulfillment of orders and towards cost incurred by the Company.

D. Ordering, Packaging and Delivery:

1. The “Online Platform” will enable Customers to place orders for the Product(s) they wish to purchase on the Website.

2. Upon receiving the confirmation of the order by the Customer, the Company will update the details of the confirmation of the order on the internal “Online Platform” which the Company shall maintain for the Vendor.

3. The Vendor hereby irrevocably confirms that upon receiving the confirmation of the order by the Customer in respect of any Product, the Vendor will be responsible for supplying the Products to the Customer within the committed timelines. For this purpose, the Company may appoint third party courier companies on behalf of the Vendor and the Company shall be authorized to direct such third party courier companies to deliver the Products to the Customer. Such third party courier companies shall pick up the relevant Product(s) from the Warehouse within six (6) working hours of the confirmed order being received on the “Online Platform”, for the purposes of delivering the Products to the Customer on behalf the Vendor. For this purpose, the Vendor shall ensure to provide all relevant authorizations in favor of the Company to facilitate aforesaid collection of the

relevant Products by third party service providers from the Warehouse.

4. In case the Product cannot be dispatched as per the above-mentioned period, the Company will be immediately informed of the same, along with the expected time of delivery, so that the Customer can be informed. The Company shall take all commercially reasonable steps to keep the Customer informed of any delays which may take place in the delivery of any Product.

5. The Company will provide materials and collaterals to the Shipping company to be used for outermost package layer and the costs associated with such materials and collaterals shall be included in the Service Fee. The Vendor will use packing material mutually agreed with the Company to package the Product and will ensure that the Products are kept, it ready for collection for the purpose of delivery to the Customer within the time frame specified in Clause (D) (III) above. The third party courier companies on behalf of the Vendor which is assigned by the Purple Thinkers will collect and packed the product the outermost layer of the products which is provided by the company. It is the Vendor’s responsibility to ensure that the Products are properly packed with strong packing material so that there is no damage caused to the Products in transit after dispatched. Any damage caused to the Products in-transit on account of inadequate / unsuitable packing will be to be accounted of the Vendor including the freight cost.

6. Before arranging the delivery of the relevant Products to the Customer on behalf of the Vendor as a service provider, the Vendor shall reasonably verify that the consignment against the confirmed order placed by the relevant Customer, and such other Quality Parameters as may be reasonably required or specifically instructed.

E. Invoicing and Collection and Payments:

1. The Vendor will generate(the invoice format provide by the company), print and issue its own invoice for the purchased Product to the Customers. The invoice to state “Sold On zabme.com”.

2. The Company shall collect the payments from the Customers on behalf of the Vendor as its service provider. It is hereby clarified that all payments from Customers from the sale of Products shall be received by the Company (and not the Vendor), who shall remit monies due to the Vendor in accordance with the provisions of Clause 3 below.

3. Payments by Customer and Service Fee

I. The Customers shall be given the choice to make payments for the purchase of the Products by way of online payments, cash on delivery or any other legal methods of payment as may be agreed to between the Parties.

II. The Company shall generate and provide to the Vendor regular reports of the sale of its Products under this Agreement, which will give Vendor an idea of the visibility of its Products through the “Online Platform”, and shall contain details of the orders placed, the sale amounts invoiced, the amounts collected from the Customers and any refunds given to the Customers as per the R&R Policy (as defined below) (“Reports”).

III. It is hereby clarified that the Company shall not be required to provide any other information (including any confidential information or any information about the Customers) to the Vendor wise such reports or otherwise and any such information shall be the proprietary information of the Company.

IV. The Company shall make payments to the Vendor on a 15 day basis. The payments that will be made by the Company on any given 15th day of the month will be for the Products sold on the “Online Platform” for which the period under the Return and Refund Policy (as defined in Clause 4 below) has lapsed. The Company shall remit, to the Vendor’s designated bank account, the sale proceeds received by it from the Customers, provided that the Company shall deduct and retain with itself the following amounts from the amount so payable to the Vendor:

a) Its Service Fee in respect of the Products sold;

b) Any other costs incurred by the Company in relation to the provision of the other Services (other than those which are covered under the Service Fee) under the terms of this Agreement;

c) Any amount required to make adjustments for any returns / refunds made by the Company (where applicable) or any lapses by the Vendor as defined in this document; ( for example reverse pickup/RTO)and

d) All applicable taxes, including indirect taxes under Indian laws in relation to sale of Products and rendering of Services in accordance with the terms hereof.

e) The cancelation fee will be applicable on the cancelled order if it has been done from the vendor’s end due to any reason.

For the purpose of this Agreement, “Service Fee” shall mean an amount equivalent to X % of the product price of each Product that is payable by the Customers in respect of the ordered Product(s) in accordance with the provisions of this Agreement. It is agreed that all payments made to the Company shall be net of taxes and all taxes (including but not limited to Service Tax, CST, VAT) shall be borne by the Vendor.

4. Return and Refund

I. The Company has a Return and Refund Policy (“R&R Policy”) which is applicable to the sale of products through the “Online Platform”.

II. The Vendor will be provided a copy of the R&R Policy as Annexure A to this document and the Vendor hereby confirms that the terms of the R&R Policy are acceptable to the Vendor.

III. The Company shall prominently display the R&R Policy on the “Online Platform” so that the Customers are aware of the R&R Policy.

IV. If a Customer is entitled to a return or refund for any Product in accordance with the R&R Policy, the Company shall make such return or refund solely on behalf of the Vendor as per the R&R Policy and adjust the amount so paid to such Customer from any amounts payable by the Company to the Vendor.

5. License to Make Use of Intellectual Property

I. The Vendor hereby grants to the Company for the Term a royalty free, irrevocable license to use its Intellectual Property for the purposes of providing the Services by the Company as contemplated under this Agreement.

II. In the event, the Vendor sources the Products from any Supplier, the Vendor shall obtain all applicable licenses and consents for the use of such Supplier’s Intellectual Property in connection with the Product being sourced from such Supplier for the purposes of providing the Services by the Company, prior to the display / advertising of such Products on the “Online Platform”.

III. It is hereby clarified that no rights in the Intellectual Property of the Vendor or the Suppliers are granted in favor of the Company, except the limited license to use the Intellectual Property for the purposes of providing the Services by the

Company.

IV. The term “Intellectual Property” shall mean and include logos, trade names, brand names, trademarks, copyrights and other relevant intellectual property rights relevant to the advertisement and sale of the Products.

6. Obligations of the Vendor

I. The Vendor shall (either itself or through its Suppliers) be responsible for all warranty and after-sales services relating to the Products as per its standard product warranty and maintenance contracts and shall keep the Company fully indemnified in this regard.

7. Obligation of the Company

I. The company shall take reasonable steps to specify for Customer awareness on the “Online Platform”, the warranty period and terms of such warranty as communicated to it by the Vendor in relation to the Products displayed on the “Online Platform”.

II. The Company shall maintain the proper and valid registration of its domain name in relation to the Website during the Term at its own costs.

8. Title and Risk in relation to the Products

I. No risk or title to the Products shall pass to the Company at any point of time for any reason whatsoever. The title and risk to the Products shall be deemed to pass directly from the Vendor to the Customer upon delivery of the Products to the Customer and payment of the consideration for the Products by the Customer.

II. Notwithstanding anything to the contrary contained herein, it is clarified and agreed that any and all liabilities arising in connection with any defect, fault or shortcoming in the Product(s) shall be of the Vendor or its Supplier alone and this provision shall survive the termination of this Agreement.

Confidentiality I. The Parties shall keep all negotiations confidential and maintain the contents of this Agreement in strict confidence and shall make no announcement or disclosure without the prior written approval of the other Party save in respect of (i) disclosures necessary to be made to each Party’s consultant, advisors, employees / directors on a need-to know basis and provided that such third parties are bound by obligations of confidentiality; and (ii) disclosures required by law.

Termination I. This Agreement shall become effective on the Effective Date and shall remain in force for a period of twelve (12) months from the Effective Date unless terminated earlier (“Term”). The Term can be extended or renewed for a further period as may be mutually agreed by the Parties in writing (in which case the term “Term” shall include such extended period).

II. The Agreement may be terminated by either Party in

accordance with the following:

a) Upon material breach of this Agreement by either Party which is not cured within thirty (30) days of receipt of notification from the non-breaching Party, the nonbreaching Party shall be free to terminate this Agreement forthwith;

b) Where any Party commits a material breach of the terms of this Agreement and in the reasonable opinion of the non-breaching Party, such breach is not capable of cure, the non-breaching Party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate this Agreement forthwith.

c) Either Party may terminate this Agreement upon three months’ prior notice in writing if (a) the other Party is adjudged bankrupt, or makes a general assignment for the benefit of its creditors, or (b) if a receiver is appointed for all or a substantial portion of its assets and is not discharged within sixty (60) days after his appointment; or (c) such Party commences any proceeding for relief from its creditors in any court under any insolvency statutes.

III. The Company may (a) forthwith terminate the Agreement where the Company reasonably believes that the Vendor’s actions or omissions have prejudicially affected the reputation of the Company and / or the Website; or (b) terminate the Agreement by giving a forty-five (45) days notice in writing to the Vendor.

Consequences of Expiry/Termination Upon expiry or termination of this Agreement:

I. The Company shall be entitled to remove the Products of the Vendor displayed on the “Online Platform” and advertised on the “Online Platform”.

II. All orders in relation to the Products of the Vendor that have been received prior to the termination / expiry of the Agreement and all obligations to return the Product and/or refund the amount paid by the Customer which may arise in the period after the date of termination hereof, shall be honoured and completed, notwithstanding any termination hereof, in accordance with the terms of this Agreement and the R&R Policy; and the Vendor agrees and undertakes to co-operate with the Company for the same.

III. he Vendor shall forthwith without delay or demur make payment of all outstanding amounts that are due to the Company under this Agreement, including any amount refunded by the Company to the Customer after the termination of this Agreement, which shall be paid by the Vendor to the Company immediately upon receipt of any demand from the Company in this regard.

IV. The rights and obligations of the Parties which have arisen hereunder up to the time of such expiry or termination shall not be affected.

V. Within forty-five (45) days from the expiry or termination of the Agreement the Vendor shall submit to the Company a “no due certificate”, to the satisfaction of the Company.

VI. The following provisions of the Agreement shall survive the expiry / termination of the Agreement. Clause 9 (Confidentiality), Clause 10 (Termination), Clause 12 (Representations and Warranties of the Vendor), Clause 13 (Indemnity), Clause 14 (Limitation of Liability), Clause 15 (Governing Law and Jurisdiction).

11. Intellectual Property Rights

I. The Company shall own all rights in any intellectual property created by the Company under this Agreement, including material, designs, graphics created and / or developed by the Company in connection with and pursuant to this Agreement.

II. Subject to the provision of this Agreement, the Company owns and shall exclusively own all rights (including all intellectual property rights), title and interest in respect of the “Online Platform” / Website.

12. Representation and Warranties of the Vendor

I. The Vendor has all rights (including all Intellectual Property rights), approvals and consents from any third parties (including Suppliers) required to enter into and perform this Agreement and to supply and sell the Products as contemplated under this Agreement.

II. The Vendor has a valid, clear and marketable title to all the Products being displayed, advertised and sold through the “Online Platform” under the terms of this Agreement.

III. All the Products are genuine, merchantable, marketable and of the quality and nature as described by the Vendor to the Company and displayed on the “Online Platform”.

IV. The Vendor has valid, clear and full rights / entitlement to use

the trademarks or any other intellectual property of the Products in connection with display and advertising of the Products by the Company as per the terms of this Agreement.

V. The sale of the Products shall not result in violation of any law, intellectual property rights of any third party or contractual obligations.

14. Limitation of Liability

I. In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such damages or claims. Company’s total liability (including for its indemnity obligations), whether in contract, tort, or otherwise, arising out of or in connection this Agreement shall not exceed the total Service Fee received by the Company under this Agreement.

15. Governing Law and Jurisdiction

I. This Agreement shall be governed by the laws of India and the courts of New Delhi shall have exclusive jurisdiction.

II. Notwithstanding the foregoing, the Company shall be entitled to approach any appropriate forum to claim any urgent injunctive relief.

16. General Clauses

I. The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of this Agreement, the Company is hereby authorized as the agent of the Vendor to act in accordance with the terms herein and other instructions of the Vendor.

II. This Agreement is the complete and binding agreement of the Parties with respect to the subject matter hereof.

III. No modifications, alterations, amendment or waivers of any provisions contained herein shall be binding on the Parties hereto unless evidenced in writing and signed by duly authorized representatives of both the Parties.

IV. Except as specifically set forth in this Agreement, neither Party may assign or subcontract any of its rights, obligations, or responsibilities under this Agreement without the prior written consent of the other (such consent not to be unreasonably withheld).

V. The Parties agree that, having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances, but would be valid if amended as to scope or

duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.

VI. Nothing in this Agreement shall be deemed to constitute either Party a partner, agent or legal representative of the other Party, or to create any fiduciary relationship between the Parties.

VII. If any provisions of this Agreement is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws and such invalidity or unenforceability shall not affect the other provisions of this Agreement.

VIII. Except as expressly provided in this Agreement, no waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof.

IX. Each Party shall co-operate with the other Party and execute and deliver to the other Party 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 hereunder and the intended purpose of this Agreement and to ensure the complete and prompt fulfillment, observance and performance of the provisions of this Agreement and generally that full effect is given to the provisions of this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

M/s. The Purple Thinkers M/s. ABC Private Limited

By: _______________________ By: ________________________

Name: _____________________ Name: _______________________

Title: ______________________ Title: _______________________

Annexure A: Return and Refund Policy