Merchant Agreement

Effective Date:4/10/2024

This Share a Biz Stores Merchant Agreement (this “Agreement”) is an agreement between you and Lucas Share a Biz Marketing LLP. (“Share a Biz,” “Share a Biz Stores,” “we,” “our,” or “us”) and contains the terms and conditions that govern your access to and use of the Share a Biz Stores Services (as defined below). You (as defined below) and Share a Biz may each be referred to individually as a “Party”, and together as the “Parties”.

By checking the box and clicking “Accept”, you are indicating that you agree to all of the terms and conditions of this Agreement. You additionally represent that you lawfully are able to enter into this Agreement on your own behalf or if you are entering into this Agreement on behalf of a legal entity, that you have the authority to bind such entity and that this Agreement is fully binding upon the entity. Share a Biz, subject to the provisions of this paragraph, may amend the Agreement in its sole discretion and at any time besides commissions and fees. The most recent version of this Agreement (as may be amended by Share a Biz from time to time) will be available: (i) in the Share a Biz Stores Portal, and/or (ii) as part of a Share a Biz Stores merchant newsletter and/or any similar email communication sent by Share a Biz to Share a Biz Stores merchants (including you). You agree that either or both of these notification methods constitute adequate notice to inform you of any amendments to this Agreement, and you further agree to be bound by any such amendments to this Agreement upon such notification.

This Share a Biz Stores Merchant Agreement (this “Agreement”) is an agreement between you and Lucas Share a Biz Marketing LLP. (“Share a Biz,” “Share a Biz Stores,” “we,” “our,” or “us”) and contains the terms and conditions that govern your access to and use of the Share a Biz Stores Services (as defined below). You (as defined below) and Share a Biz may each be referred to individually as a “Party”, and together as the “Parties”.

By checking the box and clicking “Accept”, you are indicating that you agree to all of the terms and conditions of this Agreement. You additionally represent that you lawfully are able to enter into this Agreement on your own behalf or if you are entering into this Agreement on behalf of a legal entity, that you have the authority to bind such entity and that this Agreement is fully binding upon the entity. Share a Biz, subject to the provisions of this paragraph, may amend the Agreement in its sole discretion and at any time besides commissions and fees. The most recent version of this Agreement (as may be amended by Share a Biz from time to time) will be available: (i) in the Vendor Dashboard, and/or (ii) as part of a Share a Biz Stores merchant newsletter and/or any similar email communication sent by Share a Biz to Share a Biz Stores merchants (including you). You agree that either or both of these notification methods constitute adequate notice to inform you of any amendments to this Agreement, and you further agree to be bound by any such amendments to this Agreement upon such notification.

Defined Terms. As used in this Agreement, the following terms have the following meanings:

1. “Vendor” or “merchant” is you and may be used interchangeably here or in the website, portal, or other communication method.
2. “Affiliate” means any Person that, directly or indirectly, controls, is controlled by, or is under common control with, a specified Person.
3. “Applicable Law” means any federal, state, and local laws, rules, regulations, and orders applicable to a Party.
4. “Business Days” means all days other than Saturday, Sunday, and those days recognized as national holidays by the Indian government.
5. “Chargebacks” are Your Transactions for which Share a Biz does not receive payment from the credit card company or has such payment reversed by the credit card company due to a dispute of the payment by a Purchaser.
6. “Customer Data” means, collectively, Order Information and any other data or information acquired by you or your Affiliates from Share a Biz, its Affiliates, or otherwise as a result of this Agreement, the transactions contemplated by this Agreement, or the parties’ performance under this Agreement.
7. “Expected Ship Date” means either: (a) two (2) Business Days after a Product is purchased; or (b) the delivery timeframe stated at the time of purchase.
8. “Share a Biz Channels” means the Share a Biz Website and other distribution channels owned, controlled or operated by Share a Biz, including emails, mobile applications, or other types of electronic offerings, and/or online platforms or distribution channels owned, controlled, or operated by Share a Biz’s Affiliates or third party business partners.
9. “Share a Biz Community” means Share a Biz’s subscriber base and non-subscriber customers, including the communities associated with Share a Biz’s Affiliates.
10. “Vendor Dashboard” means the online portal and tools made available by Share a Biz to you for your use in managing your sales and transactions. It is also the portal where the members/customers can see their tracking codes for purchasing items from our store.
11. “Share a Biz Website” means Share a Biz’s online platform, located at ShareaBiz.com.
12. “Net Refunds” means the amount Share a Biz had originally paid you for the applicable Your Transaction being refunded to a Purchaser (i.e. Sales Proceeds – Fees) plus the Refund Administration Fee.
13. “Offer Value” means the actual, regular value of the Product.
14. “Order Information” means, with respect to any of your Products ordered through the Share a Biz Stores Service, the Purchaser contact information and shipping information that we provide or make available to you.
15. “Person” means an individual or a partnership, corporation, Limited Liability Partnership under Indian LLP Act, 2009, Private Limited/ Public Limited Company under the Indian Companies Act, 2013, trust, joint venture, association, unincorporated organization, government agency or political subdivision thereof, or other entity.
16. “Product” means any product or service (including warranties, extended service plans, and any other related offerings) that you offer through the Share a Biz Stores Service.
17. “Purchaser” means a member of the Share a Biz Community who has purchased a Product and fully paid the Sales Proceeds.
18. “Refund Administration Fee” means all associated processing fees.
19. “Sales Proceeds” means the gross proceeds from any of Your Transactions, including all shipping and handling, gift-wrap, and other charges (if offered by Share a Biz), and including all applicabletaxes and customs duties (to the extent those are selected by you to be collected by Share a Biz in accordance with this Agreement)
20. “Third Party Merchant” means any third party service provider that you engage to assist you with fulfilling your obligations under this Agreement.
21. “you” and “your” means the Merchant (if registering for or using the Share a Biz Stores Service as an individual), or the business employing the applicant (if registering for or using the Share a Biz Stores Service as a business) and any of its Affiliates.
22. “Your Transaction” means any sale of your Product(s) (including warranties, extended service plans, and any other related offerings) through the Share a Biz Stores Service.

 

Share a Biz Stores Services. Share a Biz is offering a service that allows you, as a merchant, to offer certain products (including warranties, extended service plans, and any other related offerings) for sale to consumers through certain Share a Biz Channels (the “Share a Biz Stores Service”). To use the Share a Biz Stores Service, you must complete the registration process, which will require you to provide certain information, such as your legal name, Legal Entity Registration Certificate, Brand Name Registration Certificate, tax identification number, address, phone number, e-mail address, and account information for your bank account (“Your Bank Account”). Share a Biz shall determine, in its sole discretion, all aspects of the Share a Biz Stores Service, including whether to cease providing any or all aspects of it and its content, appearance, and functionality. In addition, Share a Biz may at any time, in its sole discretion, reject, remove or suspend any or all of your Products offered for sale through the Share a Biz Stores Service.

 

1.  Product Offerings.

• Feature Pages and Store Page. As part of the Share a Biz Stores Service, you will be able to send us products and services via email at contact@shareabiz.com, that you may want to offer for sale through Share a Biz Stores Service which Share a Biz may, in its sole discretion, turn into a webpage presented by Share a Biz to the Share a Biz Community, and the public in general, in various potential formats offering your Product(s) (each a “Feature Page”). In addition, if made available, in Share a Biz’s sole discretion, Share a Biz may also create a landing page that contains all Products you currently offer for sale through Share a Biz (“Store Page”). Share a Biz reserves the continuing right to: (a) reject, revise, or discontinue any Feature Page or Store Page, including any product listings thereon, at any time and for any reason in Share a Biz’s sole discretion; (b) to terminate any product listings and to remove all references to the product listings, Feature Page, or

Store Page from the Share a Biz Channels; and (c) redirect or delete any URL used in connection with the product listings, Feature Page, or Store Page.

• Product Information.   There is certain information about your Products that we require you to provide as part of the listing process. If a particular Product is already offered for sale through Share a Biz, some of the product information may be automatically populated for you (“Existing Product Information”). Notwithstanding the foregoing, by listing a product using Existing Product Information, you agree that such information is accurate and that for purposes of this Agreement, such information shall be treated as if it is content provided by you. You are responsible for promptly updating all Product information as necessary to ensure it at all times remains accurate and complete. If you discover any mistake, inconsistency, typographical error, etc. in the Existing Product Information, you can reach out to contact@shareabiz.comfor assistance.
  • Prohibitions on Sale.    You shall not provide any information for, or otherwise seek to offer for sale through the Share a Biz Stores Service, any and all illegal or counterfeit products and/or the items described on the applicable excluded or restricted products pages in the Vendor Dashboard or any other information made available to you by Share a Biz. Your Products, including packaging, and your offer and subsequent sale of any of the same through the Share a Biz Stores Service shall not violate Applicable Law including all minimum age, marking, and labeling requirements, and shall not contain any pornographic, hate-related, or violent content or content that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age. You shall not provide or include any website links for use, or request that any website link be used, on any Feature Page or a Store Page.
  • Online Terms.   All Products shall be sold in accordance with, and subject to, Share a Biz’s “Terms of Sale” posted and available on the Share a Biz Website, as a section of the “Terms of Use” or otherwise, as may be amended by Share a Biz from time to time in Share a Biz’s sole discretion (the “Online Terms”). It is your responsibility to routinely monitor and review the Online Terms to ensure your compliance with this Agreement.

 

2.     Orders.

• Shipping and Handling Charges.    For every Product, you will determine shipping and handling charges via, and subject to, our standard functionality and categorizations of products.
  • Order Processing. We will process all sales of your Products made through the Share a Biz Stores Service and collect the applicable Sales Proceeds on your behalf. After a sale, we will provide you with the applicable Order Information so you can fulfill the order. You agree that, if requested by Share a Biz, you will use commercially reasonable efforts to stop or cancel pending orders of your Products. Neither Purchasers nor Share a Biz shall be charged for stopped or canceled orders.

 

3.     Operations and Customer Service.

• Sale and Fulfillment. You understand that, except for payment processing, you, and not Share a Biz, are responsible for, and bear all risks of loss associated with, all aspects of the sale of your Products and fulfillment of Your Transactions, including: sourcing your Products, retrieving Order Information, packaging your Products for shipment and delivery, including Share a Biz approved packing slips within all shipments, meeting or exceeding Expected Ship Dates, providing Shipment Tracking Information to Share a Biz, and complying with all information provided to the Purchaser regarding the Product at the time of sale. For sake of clarity, at no point in time shall the title to, or risk of loss for, the Product transfer to Share a Biz.
  • Delivery Tracking. For each of Your Transactions that you are shipping to the Purchaser, you must ship and deliver the Products by the Expected Ship Date and must provide to Share a Biz the shipping information for each of the Products, including a tracking number that can be used to determine where the package is in transit and the estimated delivery date (the “Shipment Tracking Information”) and a return address. Share a Biz may, in its sole discretion, choose to display the Shipment Tracking Information to Purchasers.
  • Product Pick Up.

1. Share a Biz may, in its sole discretion, make functionality available to you in the Vendor Dashboard that allows you to make certain Products available to Purchasers for pick up (each, a “Pick- Up Eligible Product”) at certain locations designated by you in the Vendor Dashboard (each, a “Pick-Up Site”). Each of Your Transactions for a Pick-Up Eligible Product may be referred to below as a “Pick-Up Transaction”.
2. Share a Biz may determine, in its sole discretion, that certain Products, or categories of Products, are available only for pick up, are available for both delivery and pick up, or are unavailable for pick up. Share a Biz may change such determinations at any time, and for any reason, in its sole discretion. Subject to such determinations by Share a Biz, for each of your Products you may designate in the Vendor Dashboard whether such product is a Pick-Up Eligible Product. If a Pick-Up Eligible Product has been determined by Share a Biz to also be available for delivery, you may designate such Pick-Up Eligible Product as also available for delivery, and shall separately set the quantities of such Product that are available for delivery and pick up. For each Product you have designated as a Pick-Up Eligible Product, you shall designate each Pick-Up Site where such Pick- Up Eligible Product is available for pick up, and the quantity of such Pick-Up Eligible Product available for pick up at each applicable Pick-Up Site.
3. For each Pick-Up Site, you shall, via email at contact@shareabiz.com,provide Share a Biz with the complete and accurate address; hours and dates of operation, complete with any exceptions; and a valid phone number. If any of the information related to a Pick-Up Site changes, you shall promptly notify Share a Biz of such change.
4. You shall hold the Pick-Up Eligible Products for pick up by each Purchaser, or such other person designated by such Purchaser during the Pick-Up Transaction, at the Pick-Up Site selected by such Purchaser during the applicable Pick-Up Transaction.
5. For each Pick-Up Transaction, you shall ensure that each Pick-Up Eligible Product is available for pick up at the applicable Pick-Up Site promptly following Share a Biz’s delivery to you, via the Vendor Dashboard and/or email, of confirmation of the applicable Pick-Up Transaction.
6. Subject to Section 5.4 below, if a Pick-Up Eligible Product is not picked up within the amount of time after the corresponding Pick-Up Transaction as set forth in the Fine Print for such Product, you shall issue a full refund of the Sales Proceeds to such Purchaser, or Share a Biz may process such refund on your behalf.

• Cancellations, Returns and Refunds. For all of Your Transactions, you will accept and process cancellations, returns, refunds, and adjustments in accordance with this Agreement, the Online Terms, Applicable Law, and the policies stated on the Feature Page published at the time of the applicable order, including the “Fine Print”. If functionality is available in the Vendor Dashboard, you will determine the amounts to be refunded (less all applicable deductions) by you and issue such refund to the Purchaser. If the foregoing functionality is not available in the Vendor Dashboard, you will work in good faith with Share a Biz on all refund requests. You shall not impose a return or refund policy on Purchasers that is more restrictive than your regular return or refund policy as applied in the ordinary course of your business. You will route all refund payments to Purchasers in connection with Your Transactions through Share a Biz. We will provide those payments to the Purchaser (which may be in the same payment form originally used to purchase your Product). We will either hold back all amounts we pay for such refunds from your next payment or invoice you for such amounts after we complete the refund. You will promptly pay any invoices for refunds and adjustments that you are obligated to provide under the applicable Feature Page and as required by Applicable Law, and in no case later than thirty (30) days after the obligation arises. Share a Biz reserves the right to cancel all agreements if cancellations, returns, and refunds are in excess of 15% or appear to be fraudulent or outside of the normal deviations in your industry.
  • Delivery Errors and Nonconformities; Recalls. You are solely responsible for correcting, via refund or replacement, any delivery error or non-conformity of your Products, including non- performance, non-delivery, mis-delivery, theft, mistakes in picking and/or packing your Product, or other mistake or act in connection with the fulfillment of Your Transactions. You are also solely

responsible for any and all legal notifications, refunds, replacements, or similar obligations, for defects in your Product, including any public or private recalls thereof, and will notify us as soon as you have knowledge of any such defects and/or potential recalls. You will also make all reasonable efforts to work with any governmental agency to issue any notifications, refunds, replacements, or undertake any similar obligations, to the extent required by Applicable Law, and to notify customers of the same in a timely manner.

• Customer Service. You are solely responsible for all customer service related to the Products and your performance, or non-performance, of any of your obligations related thereto or under this Agreement. You shall use all commercially reasonable efforts to respond to all customer complaints or inquiries submitted through the Share a Biz Stores Service within two (2) business days.

 

4.     Fees; Payment Terms.

• In exchange for the services provided by Share a Biz under this Agreement, you agree to pay to Share a Biz a fee (commission) based on Your Transactions, which shall be specified in this contract, (the “Stores Fees,” “commission,”), the Refund Administration Fee, and any other fees that may be specified by Share a Biz. (“Other Fees”, collectively with Stores Fees “Fees”). You authorize Share a Biz to withhold all Fees from any and all Sales Proceeds Share a Biz may owe to you, as calculated under Section 7.2 below.
  • Payment Terms. Payments will be calculated twice a month, once for the period of time from the 1st-15th of the applicable month and again for the period of time from the 16th – the end of the applicable month (each

a “Pay Period”). Share a Biz will process payment ten (10) business days after the end of each Pay Period; provided that you understand that such remittance may be delayed if you change Your Bank Account. Only once you upload tracking information into the Vendor Dashboard for the Product(s) for Your Transaction(s), Share a Biz has verified such tracking information to Share a Biz’s reasonable satisfaction, and such verified tracking information confirms active shipment movement for such Product(s), such of Your Transaction(s) will become a “Payment Eligible

Transaction”. Payments will be calculated as follows: Sales Proceeds from Your Transactions that became Payment Eligible Transactions during the Pay Period less: Net Refunds issued during the Pay Period for Your Transactions; Fees for all of Your Transactions during the Pay Period; Chargebacks; Transaction Taxes; and any other amounts that, under this Agreement or Applicable Law, Share a Biz is required, or authorized, to withhold or deduct from your payments, including, any Taxes or Tax Levies as described in Section 14.

• Payment Method. All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us. Except as otherwise stated in your Vendor Dashboard, all amounts contemplated under this Agreement shall be in Indian Rupees. Share a Biz is authorized to initiate ACH credit transaction entries to Your Bank Account. Only in the event of an error, Share a Biz is authorized to initiate debit entry adjustments to Your Bank Account to the extent necessary to correct any error. You hereby acknowledge that Share a Biz’s origination of all ACH

transactions to Your Bank Account must comply with Applicable Law. ACH payments may take up to five (5) business days to become available in Your Bank Account after processing.

• Transaction Limits. You understand and agree that Share a Biz may, in its sole discretion, impose transaction limits on some or all Purchasers or merchants using the Share a Biz Stores Service (including you), which may relate to either the number of transactions during a period of time or the cumulative value of purchases during a period of time.
  • Share a Biz reserves the right to obtain credit reports about you from time to time and you will provide Share a Biz with any requested documentation for Share a Biz to do so. In addition to any other rights that may be available to Share a Biz under this Agreement, for any amounts you owe to Share a Biz (including if erroneous or duplicate transactions are discovered), Share a Biz may setoff such amount against any payment Share a Biz may owe you or debit Your Bank Account for such amount. Share a Biz reserves the right to withhold payments to you at any time if Share a Biz determines, in its sole discretion, that your action, inaction, performance, or non-performance may result in claims (including returns or Chargebacks) or disputes involving Share a Biz. Furthermore, Share a Biz shall have no obligation to advance amounts that have been paid to Share a Biz by a Purchaser until you have complied with your obligations under this Agreement. If Share a Biz reasonably believes that you have breached any provision of this Agreement, Share a Biz may offset, delay, withhold, or suspend future payments to you, in Share a Biz’s sole discretion. In addition, if you are unwilling, or in Share a Biz’s reasonable discretion appear unable, to perform your obligations under this Agreement, Share a Biz is authorized to offset, delay, withhold, or suspend future payments to you in addition to such other remedies as may be available under this Agreement, or at law, to secure payment from you for any refunds and/or other amounts payable by you under this Agreement.

 

5.     Term; Termination; Effect of Termination.

• Term; Termination. This Agreement shall commence on the date you complete registration for use of the Share a Biz Stores Service and will end when terminated in accordance with this Agreement (the ”Term”). Share a Biz may terminate this Agreement at any time for any reason. You may terminate this Agreement at any time for any reason by the means then specified by Share a Biz in the Vendor Dashboard.
  • Effect of Termination. Termination of this Agreement or suspension of the Share a Biz Stores Service shall not affect your obligations hereunder pertaining to Your Transactions, including fulfillment, delivery, returns, refunds, and/or recalls. Termination or suspension of the Share a Biz Stores Service will not terminate or suspend any other service provided by Share a Biz unless explicitly provided. Upon termination, all provisions of this Agreement intended or required to survive the termination or expiration of this Agreement in order to achieve its full effect, shall survive termination, including Sections 1, 5.5, 8, 10, 11, 12, 15, 16, 17, 20, and 21.
• You grant to Share a Biz a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable and fully sublicensable license and right to use, modify, reproduce, sublicense, publicly display, distribute, transmit, publish, publicly perform adapt, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner: (a) your name, logo, trademarks, domain names, and any photographs, graphics, artwork, text, and other content provided or specified by you (collectively, “Your IP”); and (b) any third party’s name, logo, trademarks, domain names, photographs, graphics, artwork, text, and other content provided or specified by you (collectively, “Third Party IP”) in any and all media or formats now known or hereinafter developed, including the Share a Biz Channels (the “License”). You acknowledge that any use of Your IP or Third Party IP as contemplated herein is within the sole discretion of Share a Biz and Share a Biz may decide not to use Your IP or Third Party IP at all. To the extent that we may have the right to use Your IP or Third Party IP under Applicable Law without a license from you (i.e. fair use, a valid license from a third party, etc.), nothing in this Agreement will prevent or impair such use. In addition, Share a Biz may use Your IP and/or Third Party IP in general marketing materials related to Share a Biz services without your prior written consent.
• Representations, Warranties and Covenants. You represent, warrant and covenant to Share a Biz now and throughout the Term that:
  1. You have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement;
  2. You are duly organized, validly existing, and in good standing under the laws of your jurisdiction of formation; and are duly qualified to do business and are in good standing in each jurisdiction where the conduct of your business, provision of Products, or the ownership of your property requires such qualification;
  3. This Agreement is the legal, valid, and binding obligation of you, enforceable against you in accordance with its terms;
  4. You are not a party to any agreement or instrument, or subject to any charter or other corporate restriction, or any judgment, order, writ, injunction, decree, rule, or regulation which materially and adversely affects, or so far as you can now foresee, may in the future materially and adversely affect, your business operations, prospects, properties, assets, or condition, financial or otherwise, or your ability to legally and properly perform under this Agreement;
  5. If you are unable to fulfill your obligations under this Agreement or to any Purchaser for any reason, you will immediately notify Share a Biz and take prompt action to remediate such failure;
  6. You are registered for the collection of sales, use, and other similar taxes in all states and localities in which you are required to be so registered pursuant to the terms of this Agreement and in connection with fulfilling your obligations hereunder;
  7. You and your employees, contractors, agents, and Third Party Merchants have had the proper education and training, and hold all required and up-to-date regulatory authorization, licenses, and certifications relating to any Products and any of your activities related to this Agreement;
  8. You: (a) will have in stock a number of units of Products sufficient to fulfill your obligations for so long as you offer the Product for sale; (b) are able to and will ship the purchased Products to each Purchaser by the Expected Ship Date; and (c) are able to and will have available for pick up each Pick-Up Eligible Product purchased in a Pick-Up Transaction;
  9. The Products: (a) are free from defects in workmanship, materials and design; (b) are genuine, bona fide products as described in this Agreement; and (c) do not violate the rights of any third party;
  10. You have the full right, power, and authority to offer, promote, and sell, and authorize Share a Biz to offer and promote, the Products as set forth in this Agreement;
  11. This Agreement, the Products, including any marketing or promotion of the Products contemplated hereunder, and any of the information you provide to Share a Biz, including your name, Your IP, and any Third Party IP, shall not violate any rights of any third party, including the manufacturer of the Products (if applicable) or any other third party with which you have entered into a prior agreement, or any other agreement to which you are a party;
  12. With respect to the Offer Value: (a) the amount represented by you as the Offer Value of the Product is the actual, regular value of the Product and is an accurate valuation of the regular retail price of the Product; (b) you have not inflated or increased the Offer Value; and (c) you will not otherwise manipulate pricing or values in any way that is unfair, deceptive, misleading, and/or outside the ordinary course of business;
  13. The terms and conditions of the Products, including the offer, discount, sale, and shipment or pick up thereof, comply with all, and do not and will not violate any, Applicable Law;
  14. You and all of your subcontractors, agents, suppliers, and Third Party Merchants shall comply with all Applicable Law in your performance of your obligations and exercise of your rights under this Agreement;
  15. Any information provided or made available by you or your Affiliates to Share a Biz or its Affiliates is at all times accurate and complete, including, Shipment Tracking Information, the description of and any information relating to the Products, any information relating to Your Bank Account, and any information related to each Pick-Up Site;
  16. Any advertising or promotion of the Products contemplated hereunder will not constitute false, deceptive, or unfair advertising or disparagement under any Applicable advertisingLaws in India;
  17. You own all right, title and interest in and to Your IP, have licensing rights in (with the right to sublicense to Share a Biz) the Third Party IP, and have the right to grant the licenses set forth in this Agreement;
  18. Your IP and the Third Party IP, and Share a Biz’s use thereof, do not violate any copyright, trademark, Patent, service mark, trade name, or other Indian intellectual property rights (IPR’s), or right of privacy or publicity, of any third party or any other Applicable Indian Laws;
  19. Neither Your IP nor the Third Party IP includes any material that is unlawful, threatening, abusive, defamatory, vulgar, obscene, profane, or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil liability, or otherwise violates any local, state, provincial, territorial, or federal law, statute, rule, regulation, or order;
  20. You own, operate, or control each Pick-Up Site, and/or have the right to conduct the activities and undertake the obligations in this Agreement related to such Pick-Up Site;
  21. Each Pick-Up Site has all required and up-to-date authorizations, licenses, and certifications relating to the operation of such Pick-Up Site, including the activities and obligations related thereto in this Agreement;
  22. You are the person or entity authorized to receive any payments made to you by Share a Biz under this Agreement;
  23. (a) You are not authorized to resell, broker, or otherwise disclose, any Customer Data to any third party, in whole or in part, for any purpose; and (b) you are not authorized to copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling your obligations under this Agreement (including shipping Products to Purchasers); and you are fami;iar with and shall comply with applicable provisions of The Digital Personal Data Protection (DPDP) Act, 2023.
  24. You are familiar with and shall comply with: (a) the Prevention of Corruption Act (POCA) of 2013 read with applicable  U.S. Foreign Corrupt Practices Act, which prohibits providing a payment of money or anything of value to a  government official, public international organization official, political party, political party official or candidates for such offices, either directly or indirectly, for the purpose of influencing official acts and decisions (including failures to act and decide) in order to assist in obtaining or retaining business or directing business to any entity, and any provisions of local law and Share a Biz’s policies and procedures related thereto; and (b) all Applicable Law regarding imports and exports, including any Applicable Law of the India regarding unsanctioned foreign boycotts, anti-boycott laws, and embargoed countries.
  25. You agree to defend, indemnify, and hold Share a Biz, its Affiliates, and their respective officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses, or expenses (including reasonable attorney’s fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by you of this Agreement, including the representations, warranties, and covenants set forth in this Agreement; (b) your fraud, negligence, or willful misconduct; (c) any claim for Taxes (as defined

in Section 14 below); (d) the materials you provide, or otherwise recommend or direct, to Share a Biz in connection with the Products, including Your IP and the Third Party IP; (e) any infringement, misappropriation, or other violation of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, including in connection with Your IP or the Third Party IP, or Share a Biz’s use thereof; (f) your provision of incomplete or inaccurate information applicable to the Feature Page, Store Page, Pick-Up Site(s), or Products; (g) the Feature Page, Store Page, Pick-Up Site(s) or Products, or your services or obligations related thereto or otherwise related to this Agreement, including any claims for false advertising, product defects, personal injury, death, or property damages; (h) any violation of Applicable by you or governing your Products, Pick-Up Site(s), and/or services; (i) any violation by you of any law or regulation governing the use, sale, and distribution of alcohol; (j) any claim by a Purchaser for the Sales Proceeds; (h) your misuse of Customer Data, or any violation of an applicable data privacy or security law by you. Share a Biz maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between Share a Biz and you. Your duty to defend and indemnify Share a Biz includes the duty to pay Share a Biz’s reasonable attorneys’ fees and costs, including any expert fees. Without limiting the foregoing, you shall pay any monies owed to any party, as well as all reasonable attorneys’ fees, related to any action or determination against Share a Biz in connection with any action to pursue Share a Biz for Taxes.

1. LIMITATION OF LIABILITY. IN NO EVENT SHALL SHARE A BIZ BE LIABLE UNDER ANY THEORY TO YOU OR YOUR EMPLOYEES, AGENTS OR THIRD PARTY MERCHANTS, OR ANY THIRD PARTY, FOR ANY LOST PROFITS, LOST BUSINESS, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST DATA, AND COST OF COVER, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SHARE A BIZ WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL SHARE A BIZ’S LIABILITY FOR ANY CLAIMS ARISING OUT OF RELATING TO THIS AGREEMENT, OR ANY ERRORS OR OMISSIONS IN CONNECTION WITH THE FEATURE PAGE, STORE PAGE, PICK-UP SITE(S), OR PRODUCTS, EXCEED AT ANY TIME THE TOTAL UNCONTESTED AMOUNTS EARNED AND RETAINED BY SHARE A BIZ IN CONNECTION WITH THIS AGREEMENT DURING THE PRIOR SIX MONTH PERIOD. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY.
2. You: (a) have, and shall maintain at your expense only and at all times during the Term, all types of liability valid insurance policies by reputed insurance companies registered with Insurance Regulatory and Development Authority of India(IRDAI) , with full coverage of  amounts that are customary for merchants or service providers in your trade area, consistent with best industry practices and sufficient to fully comply with all Applicable Insurance Laws and fulfill your obligations under this Agreement; and

(b) upon Share a Biz’s request, shall provide proof of your maintenance of such policies and provide assurances that indicate that Share a Biz will be covered by your insurance policies in the event of a claim arising under or in relation to this Agreement or the Products.

6.     Taxes.

1. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive under this Agreement, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. Share a Biz is not responsible for determining whether taxes apply to your transaction with either Purchaser or Share a Biz, or for collecting, reporting, or remitting any taxes arising from any transaction with or by you and Purchaser. Notwithstanding anything else in this Agreement, you shall be, and will remain, registered for and responsible for paying any and all sales, use, and/or other similar tax collection purposes in all states and localities in which you are required to be so registered in connection with the sale of the Products.
2. We will remit to you any taxes collected for you to submit to the appropriate taxing authority. You agree to accept the amounts we remit to you as full satisfaction of our obligations in connection with the tax calculation services. Share a Biz may, in its sole discretion, elect to collect taxes from the Purchaser in any jurisdiction and remit taxes directly to the appropriate taxing authorities. If this election is made, Share a Biz will have sole discretion to specify the rate and taxability applied to the Products sold. Share a Biz agrees to notify you if this election is made. You agree to indemnify Share a Biz of any taxes, penalties, or interest that may be assessed upon Share a Biz in connection with this Agreement except for taxes that Share a Biz elects to collect and remit directly to taxing jurisdictions.
3. Calculation of Refunds and Exempt Transactions. If a Purchaser seeks a post-order tax-only refund related to an exemption for Products you fulfilled, you are responsible for calculating refunds of all taxes and other transaction-based charges calculated through the tax calculation services, and you will process them using functionality we make available to you.
4. Transaction Taxes. You bear sole financial responsibility for any and all sales, use, excise, general, GST, or other similar taxes, including any interest penalties and additions related thereto, imposed on or arising from the transactions contemplated by this Agreement between Share a Biz and you (“Transaction Taxes”, collectively with the taxes contemplated by Section.
5. Tax Levies. In the event Share a Biz receives written notice of a validly issued state or federal tax levy related to past-due Taxes you owe, Share a Biz may, in accordance with Applicable Law, deduct such amounts from payments due to you. Share a Biz may be required by tax authorities to withhold taxes on your behalf. Share a Biz reserves the right to deduct any such taxes from amounts due to you and to remit them to the appropriate tax authority. Share a Biz may also be required to report the withholding tax payments to the tax authorities. Share a Biz shall provide evidence of payment of withholding taxes to you no later than sixty (60) days after payment of the withholding taxes.
6. You and Share a Biz agree to reasonably and in good faith cooperate and assist each other in determining and administering each party’s collection and remittance responsibilities in connection with this Agreement and with any and all statutory/internal audits and/or reviews administered by regulatory taxing authorities that may arise in connection with this Agreement.

 

7.     Confidentiality

 

1. You agree to keep confidential (a) the terms of this Agreement (including the Stores Fee), (b) any materials, documents, or information designated by Share a Biz as

“confidential” or with a similar designation, (c) all Customer Data, and (d) any materials, documents, or information that you should reasonably expect to be confidential or proprietary under the circumstances and/or given the nature of the materials, documents or information

(collectively, “Confidential Information”). You shall take reasonable precautions to protect all Confidential Information and will only disclose Confidential Information to Third Party Merchants, subject to Section 21.9 below, and your employees on a need-to-know basis. If you become aware of any unauthorized use or disclosure of Confidential Information, you shall promptly and fully notify

Share a Biz of all facts known to you concerning such unauthorized use or disclosure and shall cooperate with Share a Biz so that Share a Biz may seek a protective order or other appropriate remedy to protect such Confidential Information. You will bear all associated expenses incurred by Share a Biz to comply with Applicable Law (including any data breach laws) or arising from any unauthorized access or acquisition of Confidential Information while the same is in your possession. Upon Share a Biz’s written request, you shall return to Share a Biz or destroy, at Share a Biz’s option, all Confidential Information in your possession or control. You acknowledge and agree that a breach of your confidentiality obligations under this Agreement will entitle Share a Biz to injunctive relief and a decree for specific performance and any other relief allowed under Applicable

Law. Without limiting the foregoing, you agree that you shall not issue any press release or other public statement or make any social media posting relating to your relationship with Share a Biz or this Agreement without the express prior written consent of Share a Biz.

1. Share a Biz IP. You acknowledge and agree that Share a Biz owns all right, title, and interest in and to the Share a Biz Website, Share a Biz Stores Service, the Share a Biz name, logos, trademarks, domain name, all data collected through or from the Share a Biz Stores Service (including Customer Data), and any software, technology, or tools used by Share a Biz to promote, market, sell, generate, or distribute the Products (collectively the “Share a Biz IP”), other than Your IP and the Third Party IP. For the avoidance of any doubt, no license in the Share a Biz IP is being granted hereunder. You shall not use, sell, rent, lease, sublicense, distribute, transfer, transmit, reproduce, download, display, modify, perform, or timeshare the Share a Biz IP or any portion thereof, or use such Share a Biz IP as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access, or distribution. You shall not prepare any derivative work based on the Share a Biz IP or translate, reverse engineer, decompile, or disassemble the Share a Biz IP. Except as specifically provided herein, you may not use, nor may you authorize any Third Party Merchant to use, Share a Biz IP in any medium without prior written approval from Share a Biz. You shall not take any action to challenge or object to the validity of Share a Biz’s rights in the Share a Biz IP or Share a Biz’s ownership or registration thereof.

 

8.     Customer Data.

1. Subject to Section 17.2 below, you may use Customer Data for the sole purpose of fulfilling your obligations under this Agreement (including shipping Products to Purchasers). You expressly agree that Share a Biz owns all Customer Data and that any Customer Data that may be provided hereunder is being provided solely to fulfill your obligations hereunder and may not be used to enhance a file or list owned by you, any Third Party Merchant, or any third party. You represent, warrant, and covenant that you will not, nor will you permit any Third Party Merchant to, resell, broker, or otherwise disclose any Customer Data to any third party, in whole or in part, for any purpose whatsoever. You agree that you will not copy or otherwise reproduce any Customer Data other than for the purpose of fulfilling your obligations hereunder.
2. For purposes of this Agreement, the restrictions set forth in Section 17.1 on your use of Customer Data do not apply to: (a) data from any Purchaser who is already your customer prior to the effective date of this Agreement, to the extent such data was previously provided to you by such Purchaser independent of this Agreement or any transaction hereunder; or (b) data supplied by a Purchaser directly to you who becomes your customer in connection with such Purchaser explicitly opting in to receive communications from you for the purposes for which such Customer Data will be used by you; provided that you handle and use such Customer Data in compliance with Applicable Law and your posted privacy policy.
3. You shall immediately notify Share a Biz if you become aware of, or suspect, any unauthorized access to, or use of, Customer Data or any Confidential Information, and shall cooperate with Share a Biz in the investigation of such unauthorized access or use and the mitigation of any damages related thereto. You shall bear all associated expenses incurred by Share a Biz to comply with Applicable Law related to such unauthorized access or use, including any data breach laws, or arising from any unauthorized access to, or acquisition of, Customer Data or Confidential Information while such data is in your reasonable possession or control. Upon

termination or expiration of this Agreement, you shall, as directed by Share a Biz, destroy or return to Share a Biz all Customer Data in your, or any of your agent’s, possession.

Feedback and Other Information.  If you provide Share a Biz or any of its Affiliates with feedback, suggestions, reviews, modifications, data, images, text, or other information or content about a Share a Biz product or service or otherwise in connection with this Agreement, any Share a Biz IP, or your participation in the Share a Biz Stores Service (collectively, “Feedback”), you irrevocably assign to Share a Biz all right, title, and interest in and to Feedback. In the event your assignment to us is invalid for any reason, you hereby irrevocably grant Share a Biz and its Affiliates a perpetual, paid-up, royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (i) use, reproduce, perform, display, and distribute Feedback; and (ii) adapt, modify, re- format, and create derivative works of Feedback for any purpose and sublicense the foregoing rights to any other person or entity. You warrant that: (A) Feedback is your original work or you obtained Feedback in a lawful manner; and (B) Share a Biz and its sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights. You agree to provide Share a Biz such assistance as Share a Biz might require to document, perfect, or maintain Share a Biz’s rights in and to Feedback.

Password Security. You must safeguard your password and supervise your use of the Vendor Dashboard and all information concerning Your Transactions and use of the Vendor Dashboard (together your “Account”). You are solely responsible for maintaining the security of your Account and maintaining settings that reflect your preferences. We will assume that anyone using your Account is you. You agree that you are solely responsible for any activity that occurs under your Account.

9.  Disputes and Arbitration  

 

Dispute Resolution. All disputes arising out of, or relating in any way to this Agreement, shall be resolved pursuant to this Section 20, “Dispute Resolution”.

1. Binding Arbitration. EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN YOU AND SHARE A BIZ ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (“DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 20 TO ARBITRATE, MERCHANT AND SHARE A BIZ ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 20).
2. Class Action Waiver. YOU AND SHARE A BIZ EACH AGREE THAT EACH PARTY SHALL BRING ANY DISPUTE AGAINST THE OTHER IN YOURS OR SHARE A BIZ’S RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING, OR AS AN ASSOCIATION. IN ADDITION, YOU AND SHARE A BIZ EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
3. Choice of Law.   In the event of any dispute, claim or controversy arising under, or in relation to, this Agreement, such dispute shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996. The dispute shall be settled by a sole arbitrator to be appointed by the parties to the dispute. If the parties are unable to appoint a sole arbitrator by way of mutual consent, then such arbitrator shall be appointed pursuant to the provisions of Section 11 of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be at state of Delhi, India. All arbitration proceedings shall be conducted in English. The arbitration award shall be final and binding on the Parties and shall be enforceable in any competent court of law, and the Parties agree to be bound thereby and to act accordingly.
4. No Jury Trial. YOU AND SHARE A BIZ EACH AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
5. Injunctive Relief. Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims

that the other party’s conduct may cause the other irreparable injury.

• Attorneys’ Fees. In the event Share a Biz is the prevailing party in any Dispute, subject to any exceptions in this Section 20, you shall pay to Share a Biz all reasonable attorneys’ fees and costs incurred by Share a Biz in connection with any Dispute.

 

10.     Miscellaneous.

• Share a Biz and its business partners may communicate with you with regard to products, promotions, and other services that may be of interest to you. This may include email or other communications. Share a Biz may also solicit your opinion for market research purposes.
  • When you use the Share a Biz Stores Service or send emails to Share a Biz, you are communicating with us electronically and consent to receive electronic communications related to your use of the Share a Biz Stores Service. We will communicate with you by email or by posting notices on the Vendor Dashboard. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. Notices from us will be considered delivered to you and effective when sent to the email address you provide through the Vendor Dashboard or from which you otherwise email us. You must send all notices and other communications relating to Share a Biz Stores Service to contact@shareabiz.com
  • Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement is to be construed to create a partnership, joint venture, franchise, or agency relationship between Share a Biz and you. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other in any way. Because Share a Biz is not your agent, or the Purchaser’s agent, for any purpose, Share a Biz will not act as either Purchaser’s or your agent in connection with resolving any disputes between Purchasers and you related to or arising out of any transaction.
  • Force Majeure. Whenever a period of time is prescribed for action to be taken by Share a Biz, Share a Biz shall not be liable or responsible for, and there shall be excluded from the computation of any such period of time, any delays (including an allowance for Business Days) due to strikes, riots, acts of God, war, governmental laws, regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the reasonable control of Share a Biz.
  • Waiver; Severability. Any waiver of a provision of this Agreement must be in writing, expressly identify the provision to be waived, and be signed by an authorized representative of Share a Biz. The consent or approval by Share a Biz to or of any act by you requiring such consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. Share a Biz’s failure, whether single or repeated, to exercise a right hereunder shall not be deemed to be a waiver of that right, and Share a Biz’s delay in exercising a right shall not be deemed a waiver of that or any future right. If any provision of this Agreement should be held to be unenforceable or invalid, the validity and enforceability of the remaining provisions of this Agreement are not affected.
  • Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
  • Share a Biz may amend any of the terms and conditions contained in this Agreement at any time and at its sole discretion. You agree that any changes will be effective upon the posting of notice pursuant to Section 21.1 above, and that the posting of notice pursuant

to Section 21.1 above is adequate and reasonable notice of changes to the terms and conditions of this Agreement and that it is your responsibility to review the notice locations and inform yourself of all applicable changes or notices. You should refer regularly to the Vendor Dashboard to review the current Agreement and to be sure that you can comply with the Agreement and that the items you offer can be offered. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR CONTINUED USE OF THE SHARE A BIZ STORES SERVICES AFTER SHARE A BIZ PROVIDES NOTICE PURSUANT TO SECTION 21.1 ABOVE OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS AND YOUR AGREEMENT TO BE BOUND BY THE AGREEMENT AS REVISED.

• The headings preceding the text of the sections and subsections of this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning of this Agreement. The singular number shall include the plural, and vice versa. Any use of the word “including” shall be interpreted to mean “including, but not limited to,” unless otherwise indicated. All references to Indian Rupees (including via the symbol “₹,” “Rs.”) shall refer to the currency Indian Rupees. References to any Person (including the Parties and any other entities referred to) shall be construed to mean such Person and its successors in interest and permitted assigns, as applicable. References throughout to this “Agreement” include any exhibits or attachments, unless otherwise stated.
  • You are not authorized to transfer or assign any rights or obligations under this Agreement, whether by operation of law or otherwise, without Share a Biz’s prior written consent. Share a Biz is authorized to transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization, or sale of all or substantially all of the assets or business to which this Agreement relates, or by operation of law, without notice to you.
  • If you delegate any obligation under this Agreement to a Third Party Merchant, you shall ensure that such Third Party Merchant has reviewed and agreed to uphold each term of this Agreement in full, including confidentiality obligations. You acknowledge and agree that you shall be fully liable for any non-compliance on the part of a Third Party Merchant. Before you disclose Confidential Information to a Third Party Merchant, such Third Party Merchant must sign a confidentiality agreement that requires it to protect the Confidential Information in at least the same manner specified in this Agreement.

21.2   DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SHARE A BIZ AND ITS AFFILIATES DO NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE SHARE A BIZ STORES SERVICE SHALL BE UNINTERRUPTED OR ERROR- FREE; THAT THE FEATURE PAGES OR STORE PAGE WILL BE ERROR-FREE; THAT ANY ERRORS, OMISSIONS, OR MISPLACEMENTS IN ANY FEATURE PAGES OR STORE PAGE WILL BE CORRECTED; OR THAT THE PROMOTION OF YOUR PRODUCTS WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU.