Sellers Terms

SELLER SERVICE AGREEMENT

AVAILING THE SERVICE OFFERED BY WEBSITE AYURMED.IN SHALL MEAN THAT THE BENIFIT AGREES WITH THE FOLLOWING TERMS AND CONDITIONS MENTIONED AS UNDER IN THE SELLER AGREEMENT

This Seller Service Agreement (hereinafter referred to as the “Agreement”) is entered between the “Seller” (You or the entity you are representing) and Ayurmed. In, (hereinafter referred to as “Ayurmed”), a website owned by Ayurmed.IN, Mumbai, Maharashtra, India.

The Agreement shall put forward the terms and condition that shall govern all the online activities carried out by the Seller while using the services and technology provided by AyurMed.in for the term of their association with AyurMed.in

Definitions

“Seller”: Person or any entity who desires to establish an online store for selling products or services using the space provided by Ayurmed, by accepting this agreement’s terms and condition.

“Website Development”: Website development shall mean and include e - commerce Solutions (including the Front End and Back End Tools). The entire technology solution is custom built out using open source technologies available like Linux, Java, MySQL, etc.

“Catalogue management”: Catalogue management shall mean managing the content Management on the website which is primarily done using tools like the Content Tool (a module that has been developed to upload / manage product information on the website). The catalogue is uploaded using this tool and any subsequent product or content uploads or modifications are managed using this tool as well.

“Online Promotions”: Online promotions shall mean promotions relating to show-casing the products on the home page and store page of the website.

“E- Commerce Engine”: E-Commerce engine shall mean and include the Back End comprising of a set of seamlessly integrated applications that manage the operations and the various business work flows including, Catalogue Management ; Product and Price Updates, Vendor and Delivery Seller Management, Order Processing and Vendor Fulfillment.

“Payment Gateway Engine”: Payment Gateway Engine shall mean integration of various gateways and payment options both Internal and External like Credit Cards, Debit Cards, Netbanking, Pay by Cheque, Cash on delivery. The payment gateways are safe methods of payments which are 3D secured

“Software Platform”: Platform means the technology solutions on the URL which have been built using the best technology platforms available in open source. The Solution is truly robust, scalable and capable of handling 1000s of simultaneous transactions and can seamlessly integrate with most vendor Sellers, Courier Sellers and payment gateways. The solution can be categorized into three parts- the front end (customer facing) and the back end (vendor facing) and the business – analytics.

“Encryption”: Encryption means the 3-D Secure protocol provided by Visa/ Mastercard to enhance the security of internet payments which shall be implemented and it does not collect or store customers credit card details. The 3D secure implementation redirects the customer to the website of the card issuing bank where in the card details are entered and the transactions authorized. The authentication is based on a domain model – Acquirer Domain (the Commerce), the issuer Domain (the bank issuer often credit card) and finally the Interoperability Domain (Worldwide Credit Card and support).

Uniform Resource Locator (“URL”): In computing, a Uniform Resource Locator (URL) is a Uniform Resource Identifier (URI) that specifies where an identified resource is available and the mechanism for retrieving it. In popular usage and in many technical documents and verbal discussions it is often incorrectly used as synonym for URL. The best-known example of a URL is the "address" of a web page on the World Wide Web

“Customer” shall mean any individual, group of individuals, firm, company or any other entity placing an order for the Products on the Online Store

“Price” shall mean the cost at which the Products are to be delivered to the Customer inclusive of Shipping charges, applicable taxes if any.

“Seller Materials” means all Trademarks, Content, information, data, materials, and other items (excluding Technology) provided or made available by Seller or its Affiliates to AyurMed or its Affiliates.

“Seller Order” means an order for a Seller Product initiated through the website or via customers calling the Seller Telephone Number pursuant to this agreement

“Shipping Charges” shall mean the logistics/courier/postal charges incurred for delivering the product(s) to the Customer.

“Sign-up Fees” shall mean the non-refundable fees payable by the Seller towards the initial creation of online store.

“Service charge” shall mean the margin per transaction charged by Ayurmed to the Seller at the rates agreed to between the parties, upon the sale of product on online store. (i.e. Margin per transaction charge for Seller Product sold through AyurMed.in or any of its Affiliate website as well as Seller website. For sale on Ayurmed site or its affiliate or other sites owned by Ayurmed a separate vendor agreement need to be signed)

Services Offered

Products & Content:

If Seller owns any product catalog then Seller shall be solely responsible for the relevant reference numbers of the Products and Seller shall create, acquire and upload legitimate and accurate Catalogue data and Ayurmed may help sellers to upload its data first time based on request. Thereafter, Seller will be responsible for updating / publishing or maintaining such information and will do so using the Management Tools and data feeds in designated format.

Sellers also agrees and acknowledge to share it appropriate content in pre-defined Ayurmed digital formats (XML, Excel, images) for listing their products on Ayurmed or any Affiliate website which are owned, manage, operated by Ayurmed. Ayurmed will make the content into suitable format and will put effort in digitizing the product information and will become the joint property of Seller and Ayurmed. Seller will always abide by the product information provided and accepts full responsibility in case of providing incorrect information. Ayurmed holds all rights to use, display the Seller and / or the original brand of the product on any and all the website that are owned and operated by Ayurmed. (Seller will provide frequent price updates (including discount and promotion information) in pre-agreed digital formats (XML, Excel) with sufficient time for publishing to the Ayurmed. Website or any Affiliate website which are owned, manage, operated by AyurMed. Until a new price update is provided to AyurMed, Seller will abide by the earlier price provided.

However, it is specifically clarified for the avoidance of doubts, that data provided by Seller needs to be legal and authentic. In case of any financial claims or otherwise on Seller by any third party, in respect of unauthorized / illegal mode for preparing/ sourcing the catalogue / product data, Seller indemnifies and shall continue to indemnify AyurMed against any liability/claims made against the Ayurmed due to such illegal data provided by Seller

The pricing of Ayurmed Products shall be the sole prerogative of Ayurmed Seller shall display the price details on the website accordingly as provided by Ayurmed

Product Listings.

Seller will ensure that all products and services offered or sold through the Seller Website are so offered and/or sold in compliance with all applicable Laws for the time being in force in India.

Fulfilment of the Order

Fulfilment: During the Term, Seller will source, pack and dispatch to the applicable addresses, the Seller Products sold in connection with a Seller Transaction through Ayurmed website. And Logistic arrangement will be done either by seller or Ayurmed. And seller suppose to stick the sticker provided by Ayurmed that “Order Online At www.ayurmed.in” on the top of the delivery pack for all AyurMed.IN orders.

AyurMed Products Fulfilment: AyurMed.IN will be responsible for the fulfilment of all the products that are provided by the AyurMed and displayed on Ayurmed.in website.

Ownership: Risk of Loss. Seller will bear the risk and will be responsible for all loss of and/or damage of products at all times which are sold through Ayurmed.in website.

AyurMed fulfilment services:

AyurMed for the convenience of its Sellers has a robust infrastructure for fulfilling orders to the customers generated through Website ayurmed.in

Warehousing services:

Seller will pack and dispatch its own products to specific address of AyurMed customers as per the delivery address mentioned in the AyurMed order. And the order information will be send to registered email id of the seller.

Restriction on Registration

By registering under this Program, You represent that You are at least 18 years of age and agree that Your site shall not be engaged in any of the following activities at present or in the past:

Adult goods and services pornography and other sexually suggestive materials (including literature, imagery and other media); escort or prostitution services

Alcohol Alcohol or alcoholic beverages such as beer, liquor, wine, or champagne

Body parts organs or other body parts

Bulk marketing tools email lists, software, or other products enabling unsolicited email messages (spam)

Cable descramblers and black boxes devices intended to obtain cable and satellite signals for free

Child pornography pornographic materials involving minors

Copyrighted media unauthorized copies of books, music, movies, and other licensed or protected materials

Copyrighted software unauthorized copies of software, video games and other licensed or protected materials, including OEM or bundled software

Counterfeit and unauthorized goods Replicas or imitations of designer goods; items without a celebrity endorsement that would normally require such an association; fake autographs, counterfeit stamps, and other potentially unauthorized goods.

Drugs and drug paraphernalia illegal drugs and drug accessories, including herbal drugs like salvia and magic mushrooms

Drug test circumvention aids drug cleansing shakes, urine test additives, and related items

Endangered species plants, animals or other organisms (including product derivatives) in danger of extinction

Gaming/gambling lottery tickets, sports bets, memberships/ enrolment in online gambling sites, and related content

Government IDs or documents fake IDs, passports, diplomas, and noble titles

Hacking and cracking materials manuals, how-to guides, information, or equipment enabling illegal access to software, servers, websites, or other protected property Illegal goods materials, products, or information promoting illegal goods or enabling illegal acts Miracle cures unsubstantiated cures, remedies or other items marketed as quick health fixes Offensive goods literature, products or other materials that: a)Defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors b) Encourage or incite violent acts c) Promote intolerance or hatred. Offensive goods, crime crime scene photos or items, such as personal belongings, associated with criminals Prescription drugs or herbal drugs or any kind of online pharmacies drugs or other products requiring a prescription by a licensed medical practitioner Pyrotechnic devices and hazardous materials fireworks and related goods; toxic, flammable, and radioactive materials and substances

Regulated goods air bags; batteries containing mercury; Freon or similar substances/refrigerants; chemical/industrial solvents; government uniforms; car titles; license plates; police badges and law enforcement equipment; lock-picking devices; pesticides; postage meters; recalled items; slot machines; surveillance equipment; goods regulated by government or other agency specifications

Securities stocks, bonds, or related financial products Tobacco and cigarettes cigarettes, cigars, chewing tobacco, and related products Traffic devices radar detectors/jammers, license plate covers, traffic signal changers, and related products Weapons firearms, ammunition, knives, brass knuckles, gun parts, and other armaments Wholesale currency discounted currencies or currency exchanges

Live animals Multi-Level Marketing collection fees Matrix sites or sites using a matrix scheme approach Work-at-home information Drop-shipped merchandise Any product or service, which is not in compliance with all applicable laws and regulations whether federal, state, local or international including the laws of India.

If your application is accepted by AyurMed and later it is found that your site is not operating under applicable law (in AyurMed sole opinion) then AyurMed at its sole discretion to terminate your registration of your site under this Agreement without giving any notice.

Fulfilment of Specific Taxes:

Seller should include GST applicable on the product price listed in Ayurmed.IN website also AyurMed will add applicable gst on its transactional fee when billing transactional fee invoice to seller. And this may change as per the tax rules notified by government of India over the period.

Transaction Processing

Collection of Payment: AyurMed.IN will collect the payment through its designated payment gateway and shall remain the sole property of AyurMed.IN only. On all the Payment Gateway aspects, the identity of AyurMed shall be mentioned.

AyurMed shall be responsible for all customer complaints in regards to payment gateway issues and system related errors. All costs and liabilities arising due to the same shall be solely borne by Ayurmed.

Cash On Delivery Order

Ayurmed not processing any COD orders until a new intimation to seller. And the changes may intimate to sellers resisted email.

Commercial Term

Transaction Fees- Transactional Fee of Ayurmed will be 20% of the order value. The seller has to intimate the flat rate of delivery charge to ‘AyurMed in case the seller requires delivery change. And seller has to do the arrangement of shipping. The shipping amount collected form customer will be paid to seller along with order value after deducting ‘AyurMed transactional charge.

Payment Gateway charges: AyurMed will not charge a payment gateway fee on the transaction amount towards charges paid to the various payment gateway Sellers. However, AyurMed reserves the right to charge transaction fees at any time and the will be acceptable to the Seller, such changes will be notified to the Seller in due course.

Maintenance and Hosting Fees- Ayurmed will not charge hosting & maintenance fee to its sellers

Other Fees. Seller will pay AyurMed or its designated Affiliate, if applicable, any other fees agreed upon by the Parties, including in connection with the Work Order Process

Other service charges AyurMed reserves the right to charge other charges in case of additional services offered by AyurMed, for example Fulfilment services, warehousing, logistics services, social media marketing, search engine optimization and other services as availed by the Seller. These charges will be explained at the time of providing these services. These services would be provided by third party Sellers and therefore the responsibility and liabilities arising out of them would lie with them.

e-Commerce Dispute orders:

a) Wrong product delivery is sole responsibility of the seller. And buyer may come up with order cancel, replace and the seller should bear the cost.And seller /Ayurmed should pickup return arrangement from buyer. Once this shipping completed seller can re-send new product for replacement order and in case of cancel Ayurmed will refund the money to customer .In this case payment gateway charge will bear by Ayurmed and shipping charge will bear by seller.

b) Product received broken condition is sole responsibility of the seller. Seller should make best packing arrangement without breaking. And buyer may come up with order cancel, replace and the seller should bear the cost. And buyer may come up with order cancel, replace and the seller should bear the cost. And seller /Ayurmed should pickup return arrangement from buyer. Once this shipping completed seller can re-send new product for replacement order and in case of cancel Ayurmed will refund the money to customer .In this case payment gateway charge will bear by Ayurmed and shipping charge will bear by seller.

c) Order cancelled since the product not delivered as per the delivery period set in ‘AyurMed the delivery cost will bear 50% by seller and 50% by AyurMed.

Payment Terms:

In case of a product of the Seller sold through the Ayurmed website then AyurMed shall pay to Seller total Sales value (Web Selling price), less Transaction Fee, Shipping charges and gst on transaction fee after the final Delivery confirmation to the customer on demand of seller (After delivery, weekly or Monthly).

Formula

LP=Website Listing Price SC=Shipping Charge TC=Transactional Charge (20% of LP), I=(18 % of TC as GST)

Amount Pay to Seller = LP+SC-TC - I

Eg:-LP=200 SC=50 TC=36 I=6.48 Seller Pay=(200 + 50)-(36 +6.48)=207.52

Rights and Licenses

General Reservations. As between the Parties, Seller reserves all right, title and interest in and to the Seller Intellectual Property and, no title to or ownership of any of the Seller Intellectual Property is transferred or licensed to AyurMed or any other Person pursuant to this Agreement. As between the Parties, AyurMed reserves all right, title and interest in and to the AyurMed Intellectual Property and, except as may expressly be set forth in this Agreement, no title to or ownership of any of the AyurMed Intellectual Property is transferred or licensed to Seller or any other Person pursuant to this Agreement.

Seller shall also not associate its name expressly in any manner with AyurMed & its Seller companies including that on the Website so developed and managed by AyurMed or any business of AyurMed without the express consent of AyurMed except to the extent that the words "powered by "AyurMed.in" in a small but visible font size/logo(Image) and will be displayed on all pages in the footer. However, it is agreed that a link to any of the AyurMed website, of whatsoever nature, will be provided on the Sellers URL’s either embedded in the text/image "Powered by "AyurMed.in".

Seller Materials. Seller hereby grants to AyurMed a limited, worldwide, non-exclusive, royalty-free and irrevocable right and license during the Term to use, reproduce, adapt, modify, re-format and create other derivative works of, perform, display and distribute any Seller Materials as reasonably necessary for AyurMed to perform as contemplated hereunder, and to sublicense the foregoing right and license to AyurMed’s Sellers/Affiliates (and any Third Party performing services on behalf of AyurMed or any AyurMed Affiliate) for this limited purposes of this Agreement in order to enable AyurMed to develop and maintain Website and for any purpose as expressed in the agreement. AyurMed will make the content into suitable format and will put effort in digitizing the product information and will become the joint property of Seller and AyurMed. AyurMed shall inform Seller about any aspects of its performance under this agreement which may be affected, and then AyurMed shall not be liable for that aspect anymore.

AyurMed Materials : AyurMed hereby grants to Seller a limited, worldwide, non-exclusive, royalty-free and irrevocable right and license during the Term to use, perform, display and distribute any AyurMed Products solely as reasonably necessary for Seller to perform as contemplated hereunder, and the foregoing right and license to Seller for this limited purposes of this Agreement. Seller undertakes to cease using or having access to such materials immediately, on receipt of any request in writing from AyurMed, provided that Seller shall inform AyurMed about any aspects of its performance under this agreement which may be affected, and then Seller shall not be liable for that aspect anymore.

Order placed by any customer on Seller website, then the customer database generated will become property of AyurMed. However, AyurMed will grant restricted access to use such database for the promotion of the Seller website, this grant will be restricted to the use of database for sending Newsletter & other promotional communications. All the rights to access data will be ceased after the term is over and on expiry of this agreement. AyurMed reserves the right to revoke this right of the restricted access of database at its own discretion, if it finds the same is being used for the purpose not complying with the policies of AyurMed, without giving any explanation whatsoever.

Usage of AyurMed Intellectual Property.

Any AyurMed Intellectual Property provided or otherwise made available to Seller or its Affiliates may be used by Seller and/or its Affiliates solely for the express purposes described in this Agreement during the Term of this Agreement. For the avoidance of doubt, Seller will not:

copy any AyurMed Intellectual Property;

distribute copies of any AyurMed Intellectual Property;

modify, adapt, translate, reverse engineer, make alterations, decompile, disassemble, or make derivative works or improvements based on any AyurMed Intellectual Property;

use, rent, loan, sublicense, lease, distribute, or attempt to grant other rights to any AyurMed Intellectual Property; or

use any AyurMed Intellectual Property to act as a consultant, service bureau or application service provider, or to permit remote access to any AyurMed Intellectual Property.

Promotional Activities.

Restrictions. Except as may be expressly authorized by this Agreement, Seller will not and will cause its Affiliates to not, without the prior consent of AyurMed, engage in, conduct, authorize, assist or encourage any marketing or promotional activities (whether by Seller, its Affiliates or any Third Party or whether online (e.g., through links or URL redirection) or offline related to or referencing the AyurMed.in Site or any Trademarks of AyurMed or any of its Affiliates.

Seller Advertising. Seller may at its sole discretion decide and spend on Online and Offline advertising including their own physical Stores to promote sale of Seller Products on its website.

DNS/URL Management.

As agreed between the Parties, Seller will at all times be responsible for securing and maintaining all rights to the Seller URLs (including maintaining the registration/renewal for the Seller URLs with all required domain name registrars), and will list servers to be identified and maintained by AyurMed as the "Primary Domain Servers" and "Secondary Domain Servers" in each of the registrations for the Seller URLs. Without limiting the foregoing, prior t