B2B Addendum to Viverlo Services Business Solutions Agreement

This Addendum ("Addendum") to the Viverlo Services Business Solutions Agreement executed ("Agreement") between Viverlo Private Limited, a private limited company having its registered office at B-97 F/F , KH.NO-245/2 GALI NO-16, JAGAT PURI EXTN,DELHI-110093 ("Viverlo Private limited") and you, the seller, is effective from the date you agree to this Addendum ("Addendum Effective Date").

All capitalized terms used but not defined in this Addendum will have the respective meanings set forth in the Agreement.

To the extent that the terms of this Addendum conflict with any of the terms of the Agreement, and the Addendum explicitly states that it intends to modify the conflicting terms, this Addendum will supersede the Agreement.

Now it is hereby agreed by and between you and Viverlo as follows:

1. Addendum to the Agreement:

i. As of the Addendum Effective Date, the following Section S-10 will be added after Section S-9 of the Agreement:

"S-10 Specific Provisions Applicable to Business Sales using Selling on viverlo service.
The below provisions will apply to you if you are participating in the Viverlo Business Selling Program using the Selling on onelook.store, in addition to the other relevant provisions of this Agreement unless the applicability of such other provisions is specifically excluded hereunder. In the event of a conflict or inconsistency between these provisions and the other provisions hereof, the below terms will prevail specifically in respect of your participation in the Viverlo Business Selling Program using the Selling on Onelook.store.

S-10.1 You represent and declare that you are a business entity duly incorporated and existing under the laws of India having no foreign direct investment. You are not subject to any restrictive conditions or compliances mandated under the foreign exchange management Laws of India or the foreign direct policy of India in relation to wholesale cash and carry trading business.

S-10.2 You agree and acknowledge that while viverlo will, at its sole discretion, undertake a verification of the prospective Business Customers signing up on the onelook.store Site to be Business Customer(s), such verification shall be based solely on the information provided by the prospective Business Customer (which can be verified online through publicly available records in India) and viverlo shall not be liable for the verification or the accuracy thereof either to you or to any other third party. You are advised to implement your own diligence and discretion while selling Your Products to prospective Business Customers. Viverlo expressly disclaims all liability in this regard. You further acknowledge that Viverlo will not be responsible for the validity or accuracy of the business details, business name, VAT/CST/goods and services tax registration details (if provided by the Business Customer), etc., provided by the Business Customer.

S-10.3 You shall issue a valid tax invoice to the Business Customer(s) for Business Sale(s) conducted by you, which is compliant with the tax Laws of India and such invoice shall clearly specify the Business Customer's business entity name, VAT/CST/goods and services tax registration details, purchase order number, billing and shipping address(es), as specified by the Business Customer.. In the event you issue an invoice to a Business Customer which doesn't satisfy the above requirements, the Business Customer may request for a compliant invoice within fifteen (15) days of delivery of Your Products to the said customer and you shall provide a corrected invoice satisfying these requirements within a period of fifteen (15) days of such request.

S-10.4 You will be responsible for tax withholding, collection of applicable taxes, PAN number and all other compliances and reporting requirements under the applicable tax Laws of India.

S-10.5 You acknowledge that you are entirely responsible for maintaining records of the VAT/CST/goods and services tax registration details, business names and other related details of Your Transactions and Viverlo Private Limited hereby expressly waives any liability or obligation in this respect.

S-10.6 In the event of an error(s) in listing Your Products, including but not limited to an error in listing of business price, quantity discount or any other such detail, you shall be liable for any losses, damages, claims and expenses arising out of such error(s) and shall hold us harmless and fully indemnified in this regard.

S-10.7 You are free to determine which of Your Products you wish to list for Business Sales on the Onelook.store Site.

S-10.8 Viverlo Privated Limited will consider your default location mentioned at the time of registration for Business Sales as the ship-from location for tax and other related purposes and the same shall be shown to the Business Customers as the ship-from location. You shall not ship Your Products from any other location and shall accept return of such products if so requested by the Business Customer. Any liabilities, costs, damages or denial of benefits in this regard including tax liabilities shall be attributable to you and Viverlo Private Limited hereby expressly waives any liability or obligation in this respect.

S-10.9 We may cease providing any or all of the Services described hereunder at any time in our sole discretion without any prior notice to you.

S-10.10 For the purposes of Business Sales only, the definition of the term “Excluded Offer” in the “Selling on Onelook.store Definitions” will stand replaced by the following:

“Excluded Offer” means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the Onelook.store Site but that we do not honour or support (but only until such time as we honour or support the same on Onelook.store Site); (b) make available solely to third parties that have affirmatively elected and opted-in to participate in your and/or one of its affiliates’ membership based customer loyalty or customer incentive programs.”

S-10.11 Viverlo Business Selling Program Definitions for Selling on Viverlo Service:

"Minimum Quantities" shall mean minimum order quantities or minimum invoice value, as may be listed on the onelook.store Site from time to time, by you or by Viverlo private limited.

"Business Customers" refers to customers who buy Your Products in Minimum Quantities (if applicable) for further resale to end-customers (referred as "Resellers") or Institutional Customers.

"Business Sales" means the sale of Your Products on the Onelook.store Site, in Minimum Quantities (if applicable), to Resellers and/or Institutional Customers.

"Institutional Customers" refers to customers (including but not limited to business entities, charitable organizations, companies, societies, hospitals, schools, etc.) who buy Your Products in Minimum Quantities (if applicable) for their business and / or institutional consumption.

"Viverlo Business Selling Program" means the program in which you participate to undertake Business Sales to Business Customers.

"Your Transaction(s)" is defined in the Selling on onelook.store Definitions below; however, as used in this Section S-10, shall mean any and all such transactions which qualify as Business Sales."

This Terms of Use agreement was last updated: October 25th,2020. This Terms of Use agreement is effective as of: October 13th,2020

Viverlo Private Limited ("Viverlo"), primarily operates, controls and manages the Services (as defined below) provided by it from its corporate office at B-97 F/F,KH.NO-245/2 GALI NO-16, JAGAT PURI EXTN,DELHI-110093

A. Acceptance of Terms

PLEASE READ THE TERMS OF USE THOROUGHLY AND CAREFULLY. The terms and conditions set forth below ("Terms of Use") and the Privacy Policy (as defined below) constitute a legally binding agreement between Viverlo operating from its Delhi Corporate Office and you. These Terms of Use contain provisions that define your limits, legal rights and obligations with respect to your use of and participation in (i) the Viverlo website(onelook.store) and mobile application, including the classified advertisements, forums, various email functions and Internet links, and all content and Viverlo services available through the domain and sub-domains of Onelook.store located at www.OneLook.store(collectively referred to herein as the "Website"), and (ii) the online transactions between those users of the Website who are offering Products (each, a "Seller’s and those users of the Website who are obtaining services (each, a "Service User") through the Website (such services, collectively, the "Services"). The Terms of Use described below incorporate the Privacy Policy and apply to all users of the Website, including users who are also contributors of video content, information, private and public messages, advertisements, and other materials or Services on the Website.

The Website(onelook.store) is owned and operated by Viverlo Private Limited

You acknowledge that the Website serves as a venue for the online distribution and publication of user submitted information between Seller’s and Service Users, and, by using, visiting, registering for, and/or otherwise participating in this Website, including the Services presented, promoted, and displayed on the Website, and by clicking on "I have read and agree to the terms of use," you hereby certify that: (1) you are either a Seller or a prospective Service User, (2) you have the authority to enter into these Terms of Use, (3) you authorize the transfer of payment for Services requested through the use of the Website, and (4) you agree to be bound by all terms and conditions of these Terms of Use and any other documents incorporated by reference herein. If you do not so agree to the foregoing, you should not click to affirm your acceptance thereof, in which case you are prohibited from accessing or using the Website. If you do not agree to any of the provisions set forth in the Terms of Use, kindly discontinue viewing or participating in this Website immediately.

YOU SPECIFICALLY AGREE THAT BY USING THE WEBSITE, YOU ARE AT LEAST 18 YEARS OF AGE AND YOU ARE COMPETENT UNDER LAW TO ENTER INTO A LEGALLY BINDING AND ENFORCEABLE CONTRACT.

All references to "you" or "your," as applicable, mean the person that accesses, uses, and/or participates in the Website in any manner. If you use the Website or open an Account (as defined below) on behalf of a business, you represent and warrant that you have the authority to bind that business and your acceptance of the Terms of Use will be deemed an acceptance by that business and "you" and "your" herein shall refer to that business.

1. MODIFICATIONS TO TERMS OF USE AND/OR PRIVACY POLICY

Viverlo reserves the right, in its sole discretion, to change, modify, or otherwise amend the Terms of Use, and any other documents incorporated by reference herein for complying with legal and regulatory framework and for other legitimate business purposes, at any time, and Viverlo will post the amended Terms of Use at the domain of www.onelook.store/terms. It is your responsibility to review the Terms of Use for any changes and you are encouraged to check the Terms of Use frequently. Your use of the Website following any amendment of the Terms of Use will signify your assent to and acceptance of any revised Terms of Use. If you do not agree to abide by these or any future Terms of Use, please do not use or access the Website

2. PRIVACY POLICY

Viverlo has established a Privacy Policy that explains to users how their information is collected and used. The Privacy Policy is referenced above and hereby incorporated into the Terms of Use set forth herein. Your use of this Website is governed by the Privacy Policy.

The Privacy Policy is located at: Privacy Policy

B. Membership and Accessibility

1. LICENSE TO ACCESS

Viverlo hereby grants you a non-exclusive, revocable license to use the Website as set forth in the Terms of Use; provided, however, that (i) you will not copy, distribute, or make derivative works of the Website in any medium without Viverlo's prior written consent; (ii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purposes; and (iii) you will otherwise act in accordance with the terms and conditions of the Terms of Use and in accordance with all applicable laws.

2. MEMBERSHIP ELIGIBILITY CRITERIA

You need not register with Onelook.store to simply visit and view the Website, but to access and participate in certain features of the Website, you will need to create a password-protected account ("Account"). To create an account, you must submit your name , mobile number, and email address through the account registration page on the Website and create a password. You will also have the ability to provide additional optional information, which is not required to register for an account but may be helpful to Onelook.store in providing you with a more customized experience when using the Website.

You are solely responsible for safeguarding your www.Onelook.store password and shall keep your Passwords always secure. You shall be solely responsible for all activity that occurs on your Account and you shall notify www.onelook.store immediately of any breach of security or any unauthorized use of your Account. Similarly, you shall never use another's Account without Onelook.store permission. You agree that you will not misrepresent yourself or represent yourself as another user of the Website and/or the Services offered through the Website.

You hereby expressly acknowledge and agree that you yourself and not onelook.store will be liable for your losses, damages etc. (whether direct or indirect) caused by an unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of www.onelook.store or others due to such unauthorized use.

An Account holder is sometimes referred to herein as a "Registered User."

You acknowledge and agree that you shall comply with the following policies (the "Account Policies"):

You will not copy or distribute any part of the Website in any medium without Viverlo's prior written authorization.

You will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose.

You will provide true, accurate, current and complete information when creating your Account and you shall maintain and update such information during the term of this Agreement so that it will remain accurate, true, current and complete.

You shall not use any automated system, including but not limited to, "robots," "spiders," "offline readers," "scrapers," etc., to access the Website for any purpose without www.onelook.store prior written approval.

You shall not in any manual or automated manner collect seller or Service Users information, including but not limited to, names, addresses, phone numbers, or email addresses, copying copyrighted text, or otherwise misuse or misappropriate Website information or content, including but not limited to, use on a "mirrored", competitive, or third party site.

You shall not in any way that transmits more request messages to the www.onelook.store servers, or any server of a www.onelook.store subsidiary or affiliate, in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material. www.onelook.store reserves the right to revoke these exceptions either generally or in specific cases.

You shall not recruit, solicit, or contact in any form Sellers or Service Users for employment or contracting for a business not affiliated with Viverlo without express written permission from Viverlo.

You shall not take any action that (i) unreasonably hampers or, in Viverlo private limited sole discretion, may unreasonably encumber the Website's infrastructure; (ii) interferes or attempts to interfere with the proper working of the Website or any third-party participation in the Website; or (iii) bypasses Viverlo's measures that are used to prevent or restrict access to the Website.

You agree not to collect or harvest any personally identifiable data, including without limitation, names or other Account information, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes.

3. ADDITIONAL POLICIES

Your access to, use of, and participation in the Website is subject to the Terms of Use and all applicable Viverlo private limited regulations, guidelines and additional policies that onelook.store may set forth from time to time, including without limitation, a copyright policy and any other restrictions or limitations that Viverlo private limited publishes on the Website (the "Additional Policies"). You hereby always agree to comply with the Additional Policies and your obligations thereunder. You hereby acknowledge and agree that if you fail to adhere to any of the terms and conditions of this Agreement or documents referenced herein, including the Account Policies, membership eligibility criteria or Additional Policies, onelook.store, in its sole discretion, may terminate your Account at any time without prior notice to you as well as initiate appropriate legal proceedings, if necessary.

C. Member Conduct

1. PROHIBITIONS ON SUBMITTED CONTENT

You shall not upload, post, transmit, transfer, disseminate, distribute, or facilitate distribution of any content, including text, images, video, sound, data, information, or software, to any part of the Website, including your profile ("Profile"), the posting of your Product’s Promotion ("Offer"), the posting of your desired Service ("Want"), or the posting of any opinions or reviews in connection with the Website, the Service, the Sellers’s, or the Service User ("Feedback") (all of the foregoing content is sometimes collectively referred to herein as "Submitted Content" and the posting of Submitted Content is sometimes referred to as a "Posting" or as "Postings") that:

misrepresents the source of anything you post, including impersonation of another individual or entity or any false or inaccurate biographical information for any Seller’s; provides or create links to external sites that violate the Terms of Use; is intended to harm or exploit any individual under the age of 18 ("Minor") in any way; is designed to solicit, or collect personally identifiable information of any Minor, including, but not limited to, name, email address, home address, phone number, or the name of his or her school;

invades anyone's privacy by attempting to harvest, collect, store, or publish private or personally identifiable information, such as names, email addresses, phone numbers, passwords, account information, credit card numbers, home addresses, or other contact information without their knowledge and willing consent;

contains falsehoods or misrepresentations that could damage Viverlo private limited or any third party;

is pornographic, harassing, hateful, illegal, obscene, defamatory, libellous, slanderous, threatening, discriminatory, racially, culturally or ethnically offensive; incites, advocates, or expresses pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence; encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; promotes racism, hatred or physical harm of any kind against any group or individual; contains nudity, violence or inappropriate subject matter; or is otherwise inappropriate;

is copyrighted, protected by trade secret or otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from the rightful owner to post the material and to grant onelook.store all of the license rights granted herein;

contains or promotes an illegal or unauthorized copy of another person's copyrighted work, such as pirated computer programs or links to them, information to circumvent manufacture installed copy-protection devices, pirated music or links to pirated music files, or lyrics, guitar tabs or sheet music, works of art, teaching tools, or any other item the copy, display, use, performance, or distribution of which infringes on another's copyright, intellectual property right, or any other proprietary right;

is intended to threaten, stalk, defame, defraud, degrade, victimize, or intimidate an individual or group of individuals for any reason on the basis of age, gender, disability, ethnicity, sexual orientation, race, or religion; or to incite or encourage anyone else to do so;

intends to harm or disrupt another user's computer or would allow others to illegally access software or bypass security on websites or servers, including but not limited, to spamming; impersonates, uses the identity of, or attempts to impersonate a Viverlo private limited employee, agent, manager, host, another user, or any other person though any means;

advertises or solicits a business not related to or appropriate for the Website (as determined by Onelook.store in its sole discretion);

contains or could be considered "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate marketing", or unsolicited commercial advertisement;

contains advertising for Ponzi schemes, discount cards, credit counselling, online surveys or online contests;

distributes or contains viruses or any other technologies that may harm Onelook.store, or the interests or property of Onelook.store users contains links to commercial services or websites, except as allowed pursuant to the Terms of Use; is non-local or irrelevant content;

contains identical content to other open Postings you have already posted; or uses any form of automated device or computer program that enables the submission of Postings without the express written consent of Viverlo

2. PROHIBITIONS ON SENDING MESSAGES

You will not send messages to other users containing:

offers to make national or international money transfers for amounts exceeding the asking price of a service, with intent to request a refund of any portion of the payment; or unsolicited advertising or marketing of a service not offered on the Website or an external website.

3. NO DISCRIMINATION

1. Discriminatory Postings. Indian laws prohibit any preference, limitation or discrimination based on race, color, religion, sex, national origin, age, handicap, or other protected class. Onelook.store will not knowingly accept any Posting which is in violation of the law. Onelook.store has the right, in its sole discretion and without prior notice to you; to immediately remove any posting that discriminates or is any way in violation of any law.

2. PROHIBITIONS WITH RESPECT TO SERVICES

While using the Website, you shall not:

post content or items in any inappropriate category or areas on the Website;

violate any laws, third-party rights, Account Policies, or any provision of the Terms of Use, such as the prohibitions described above;

fail to deliver payment for Services/products purchased by you, unless the Seller has materially changed the description of the Product description after you negotiate an agreement for such Product, a clear typographical error is made, or you cannot authenticate the Seller's identity;

fail to Deliver Product purchased from you, unless the Service User fails to materially meet the terms of the mutually agreed upon agreement for the Services, refuses to pay, a clear typographical error is made, or you cannot authenticate the Service User's identity; manipulate the price of any Product or interfere with other users' Postings;

circumvent or manipulate our fee structure, the billing process, or fees owed to Viverlo; post false, inaccurate, misleading, defamatory, or libellous content (including personal information about any Website user);

take any action that may undermine the Feedback or ratings systems (such as displaying, importing or exporting Feedback information off of the Website or using it for purposes unrelated to the Website);

3. FEEDBACK

As a participant on the Website, you agree to use careful, prudent, and good judgment when leaving Feedback for another user. The following actions constitute inappropriate uses of Feedback: (a) threatening to leave negative or impartial Feedback for another user unless that user provides services not included in the original Posting or not agreed to as part of the Service to be provided; (b) leaving Feedback in order to make the Seller or Service User appear better than he or she actually is or was; and (c) including conditions in an Offer or Want that restrict a Seller or a Service User from leaving Feedback.

1. Sanctions for Inappropriate Use of Feedback. If you violate any of the above-referenced rules in connection with leaving Feedback, Onelook.store, in its sole discretion, may take any of the following actions: (i) cancel your Feedback or any of your Postings; (ii) limit your Account privileges; (iii) suspend your Account; and/or (iv) decrease your status earned via the Feedback page.

2. Reporting Inappropriate Use of Feedback. You may contact Onelook.store regarding any inappropriate use of Feedback via-email at Support@Onelook.Store.

3. Resolving Disputes in Connection with Feedback. In the event of any dispute between users of the Website concerning Feedback, Onelook.store shall be the final arbiter of such dispute. Further, IN THE EVENT OF ANY DISPUTE BETWEEN USERS OF THE WEBSITE CONCERNING FEEDBACK, ONELOOK.STORE HAS THE RIGHT, IN ITS SOLE AND ABSOLUTE DISCRETION, TO REMOVE SUCH FEEDBACK OR TAKE ANY ACTION IT DEEMS REASONABLE WITHOUT INCURRING ANY LIABILITY THEREFROM.

The foregoing lists of prohibitions provide examples and are not complete or exclusive. Onelook.store reserves the right to (a) terminate your access to your Account, your ability to post to this Website (or the Services) and (b) refuse, delete or remove, move or edit the content, in whole or in part, of any Postings; with or without cause and with or without notice, for any reason or no reason, or for any action that Onelook.store determines is inappropriate or disruptive to this Website or to any other user of this Website and/or product. Onelook.store reserves the right to restrict the number of e-mails or other messages that you are allowed to send to other users to a number that Onelook.store deems appropriate in Onelook.store sole discretion. Onelook.store may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Onelook.store discretion, Onelook.store will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Website or on the Internet. Onelook.store does not and cannot review every Posting posted to the Website. These prohibitions do not require Onelook.store to monitor, police or remove any Postings or other information submitted by you or any other user.

D. Rules for Seller’s

1. PROFILES AND OFFERS MUST NOT BE FRAUDULENT

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Seller shall not: (a) list Product’s or offers relating to any Product in a category that is inappropriate to the Product’s they are offering; (b) misrepresent the location at which they will provide a Service/Product; (c) include brand names or other inappropriate keywords in their Profile, Offer, Want, Feedback, or any other title or description relating to a Service/Product; (d) use misleading titles that do not accurately describe the Service/Product; or (e) include any information in their Profile that is fraudulent.

2. PROFILES AND OFFERS CANNOT USE TECHNIQUES TO AVOID OR CIRCUMVENT ONELOOK.STORE FEES

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Sellers shall not: (a) offer a catalogue or a link to a third-party website from which Service Users or any Registered User or user of the Website may obtain the Service/product directly; (b) exceed multiple Posting limits; (c) post a single Service/Product but offer additional identical services in the Service/Product description; (d) charge fees for traveling further than desired to provide the Service/Product; (e) offer the opportunity through Onelook.store to purchase the Service or any other service outside of Onelook.store; (f) use their Profile page or user name to promote services/Products not offered on or through the Website and/or prohibited services.

In case we realize that any Seller is involved in any of the above activities, Onelook.store holds the sole discretion to blacklist the seller and withhold any outstanding credits or payments to the Seller.

3. PROFILES AND OFFERS MUST PROMOTE A FAIR PLAYING FIELD AND PROVIDE A SAFE, SIMPLE, AND POSITIVE EXPERIENCE FOR ALL WEBSITE USERS

Subject to any exceptions set forth in these Terms of Use or Additional Policies, if any, Sellers shall not: (a) solicit Service Users to mail cash or use other payment methods not specifically permitted by Viverlo as approved payment methods; (b) include links that do not conform to Viverlo's policies with respect to third-party links; (c) use certain types of HTML and JavaScript in Postings, your Profile page, your Offer page, or your Wants page; (d) promote raffles, prizes, bonuses, games of chance, giveaways, or random drawings; (e) use profanity in any Posting; (f) acknowledge or credit a third-party Seller for services or products directly connected with your particular Posting (1) with more than 10 words of text at HTML font size greater than 3 and/or a logo of 88X33 pixels (provided that you represent and warrant that you have the necessary rights, licenses, permissions and/or authorizations from the applicable third party to use that third party's name and/or logo), (2) with any promotional material in connection with that third-party company, and/or (3) with a link to the third-party's website with any information in addition to the Service provided via Viverlo; (g) include third-party endorsements in a Posting; or (h) create a Posting that does not offer a Service.

4. CONSENT FOR REACHING OUT VIA PHONE CALL, SMS, EMAIL OR ANY OTHER FORM OF ELECTRONIC COMMUNICATION

It is further clarified that your registration on the Website shall be deemed to be your consent to be contacted for the purposes mentioned above, (i) on the mobile number shared by you even if you are registered with the National Customer Preference Register (NCPR) and have opted out of receiving promotional calls and messages and (ii) by way of SMS or email notifications or messages in any other electronic form

5. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SELLERS

If a Seller violates any of the above-referenced rules in connection with his or her Posting, Viverlo, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the Seller's Account privileges; (c) suspend the Seller's Account; (d) cause the Seller to forfeit any fees earned on a cancelled Posting; and/or (e) decrease the Seller's status earned via the Feedback page.

E. Rules for Service Users

1. SERVICE USERS SHALL NOT TAKE ANY OF THE FOLLOWING ACTIONS:

(a) commit to purchasing or using a Service or product without paying;

(b) sign up for, negotiate a price for, use, or otherwise solicit a Service or product with no intention of following through with your use of or payment for the Service/Product;

(c) agree to purchase a Service/product when you do not meet the Seller's terms as outlined in the Posting, or agree to purchase a Service/Product with the intention of disrupting a Posting; or

(d) misuse any options made available now or in the future by Viverlo in connection with the use or purchase of any Service or product.

2. SANCTIONS FOR VIOLATING ANY OF THE RULES FOR SERVICE USERS

If a Service User violates any of the above-referenced rules in connection with his or her Posting, Viverlo, in its sole discretion, may take any of the following actions: (a) cancel the Posting; (b) limit the Service User's Account privileges; (c) suspend the Service User's Account; and/or (d) decrease the Service User's status earned via the Feedback page.

F. Use of Submitted Content

1. NO CONFIDENTIALITY

The Website may now or in the future permit the submission of videos or other communications submitted by you and other users, including without limitation, your Profile, your Offer, your Wants, any Feedback, and all Submitted Content, and the hosting, sharing, and/or publishing of such Submitted Content. You understand that whether or not such Submitted Content is published, Viverlo does not guarantee any confidentiality with respect to any Submitted Content.

You agree that any Submitted Content provided by you for which you authorize to be searchable by Registered Users who have access to the Website is provided on a non-proprietary and non-confidential basis. You agree that Viverlo shall be free to use or disseminate such freely searchable Submitted Content on an unrestricted basis for the purpose of providing the Services.

You are aware that any information provided by you in the Submitted Content towards locating a seller who ordinarily is bound to maintain confidentiality under law with his/her client (i.e. a doctor or a lawyer) is not extended to Viverlo.

Viverlo may also disclose user information including personal information if Viverlo reasonably believes that disclosure (i) is necessary in order to comply with a legal process (such as a court order, search warrant, etc.) or other legal requirement of any governmental authority, (ii) would potentially mitigate Viverlo’s liability in an actual or potential lawsuit, (iii) is otherwise necessary or appropriate to protect our rights or property, or the rights or property of any person or entity, (iv) to enforce this Agreement (including, but not limited to ensuring payment of fees by users), or (v) as may be required or necessary to deter illegal behaviour (including, but not limited to, fraud).

2. YOUR REPRESENTATIONS AND WARRANTIES

You shall be solely responsible for your own Submitted Content and the consequences of posting or publishing it. In connection with Submitted Content, you affirm, represent, and/or warrant that: (a) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Viverlo to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submitted Content to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use; and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in the Submitted Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Submitted Content in the manner contemplated by the Website and these Terms of Use. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Submitted Content posted by you to or through the Website.

3. YOUR OWNERSHIP RIGHTS AND LICENSE TO VIVERLO

You retain all your ownership rights in your Submitted Content. However, by submitting the Submitted Content to Viverlo for posting on the Website, you hereby grant, and you represent and warrant that you have the right to grant, to Viverlo a perpetual, worldwide, non-exclusive, royalty-free, sublicense able and transferable license to link to, use, reproduce, distribute, reformat, translate, prepare derivative works of, display, and perform the Submitted Content in connection with the Website and Viverlo's (and its successor's) business operations, including without limitation, for the promotion and redistribution of any part or all of the Website, and any derivative works thereof, in any media formats and through any media channels. You also hereby grant each user of the Website a non-exclusive license to access your Submitted Content through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such Submitted Content as permitted through the functionality of the Website and under these Terms of Use. The foregoing license granted by you terminates once you remove or delete the Submitted Content from the Website.

You acknowledge and understand that the technical processing and transmission of the Website, including your Submitted Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

You may remove your Submitted Content from the Website at any time. If you choose to remove your Submitted Content, the license granted above will automatically expire.

4. VIVERLO'S DISCLAIMERS AND RIGHT TO REMOVE

1. Viverlo does not endorse any Submitted Content or any opinion, recommendation, or advice expressed therein, and Viverlo expressly disclaims all liability in connection with all Submitted Content. Viverlo does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and Viverlo will remove any Data (as defined below) or Submitted Content if properly notified, pursuant to the "take down" notification procedure described in Section J below, that such Posting or Submitted Content infringes on another's intellectual property rights. Viverlo reserves the right to remove any Data or Submitted Content without prior notice. Viverlo will also terminate a user's access to the Website, if he or she is determined to be a repeat infringer. A repeat infringer is a Website user who has been notified of infringing activity more than twice and/ or has had Submitted Content removed from the Website more than twice. Viverlo also reserves the right, in its sole and absolute discretion, to decide whether any Data or Submitted Content is appropriate and complies with these Terms of Use for all violations, in addition to copyright infringement and violations of intellectual property law, including, but not limited to, pornography, obscene or defamatory material, or excessive length. Viverlo may remove such Submitted Content and/or terminate a user's access for uploading such material in violation of these Terms of Use at any time, without prior notice and in its sole discretion.

2. You acknowledge and understand that when using the Website, you will be exposed to Submitted Content from a variety of sources, and that Viverlo is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Submitted Content. You further acknowledge and understand that you may be exposed to Submitted Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Viverlo with respect thereto, and agree to indemnify and hold Viverlo, its owners, members, managers, operators, directors, officers, agents, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.

3. You are solely responsible for the photos, profiles, and other content, including, without limitation, Submitted Content that you publish or display on or through the Website, or transmit to other Website users. You understand and agree that Viverlo may, in its sole discretion and without incurring any liability, review and delete or remove any Submitted Content that violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Website users or others.

5. SUGGESTIONS.

If you send or transmit any communications, comments, questions, suggestions, or related materials to Viverlo, whether by letter, email, telephone, or otherwise (collectively, "Suggestions"), suggesting or recommending changes to the Website, including, without limitation, new features or functionality relating thereto, all such Suggestions are, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and Viverlo is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Suggestions, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Suggestions. You understand and agree that Viverlo is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Suggestions, and you have no right to compel such use, display, reproduction, or distribution or seek recognition if the Suggestions are in fact implemented.

J. Copyright Infringement Take Down Procedure

Viverlo has high regard for intellectual property and expects the same level of standard to be employed by its users. Viverlo may, in appropriate circumstances and at its discretion, terminate the Account or prohibit access to the Website of users who infringe upon the intellectual property rights of others.

If you believe that your work has been copied and posted on the Website in a way that constitutes copyright infringement and/or trademark infringement, please send the following information to us at support@onelook.store

(i) identification of the copyrighted and/or trademarked work claimed to have been infringed, or, if multiple works at a single online site are covered by a single notification, a representative list of such works at that site;

(ii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled at the Website, and information reasonably sufficient to permit Viverlo to locate the material.;

(iii) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright and/or trademark owner, its agent, or the law;

(iv) information reasonably sufficient to permit Viverlo to contact you as the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;

(v) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive interest that is allegedly infringed; and

(vi) a statement by you, made under penalty of perjury, that the information in your report is accurate and that you are the owner of the exclusive right or authorized to act on the behalf of the owner of the exclusive right. A statement by you comprised of the foregoing points is referred to herein as the "Notice."

Only the intellectual property rights owner is permitted to report potentially infringing items through Viverlo's reporting system set forth above. If you are not the intellectual property rights owner, you should contact the intellectual property rights owner and they can choose whether to use the procedures set forth in these Terms of Use.

K. Modifications to or Termination of Website

1. MODIFICATION OR CESSATION OF WEBSITE

Viverlo reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice and in its sole discretion. You agree that Viverlo shall not be liable to you or to any third party for any modification, suspension, or discontinuance of Viverlo services.

2. TERMINATION BY VIVERLO

You hereby acknowledge and agree that Viverlo, in its sole and absolute discretion, has the right (but not the obligation) to delete, terminate, or deactivate your Account, block your email or IP address, cancel the Website or otherwise terminate your access to or participation in the use of the Website (or any part thereof), or remove and discard any Submitted Content on the Website ("Termination of Service"), immediately and without notice, for any reason, including without limitation, Account inactivity or if Viverlo believes or has reason to believe that you have violated any provision of the Terms of Use.

3. TERMINATION BY YOU

You may cancel your use of the Website and/or terminate the Terms of Use with or without cause at any time by Sending email to Support@Onelook.Store.

4. EFFECT OF TERMINATION

Upon termination of your Account, your right to participate in the Website, including, but not limited to, your right to offer or purchase Services and your right to receive any fees or compensation, including, without limitation, referral discounts, incentive bonuses, or other special offer rewards, shall automatically terminate. You acknowledge and agree that your right to receive any fees or compensation hereunder is conditional upon your proper use of the Website, your adherence to the Terms of Use, the continuous activation of your Account, and your permitted participation in the Website. In the event of Termination of Service, your Account will be disabled, and you may not be granted access to your Account or any files or other data contained in your Account. Notwithstanding the foregoing, residual data may remain in the Viverlo system.

Unless Viverlo has previously cancelled or terminated your use of the Website (in which case subsequent notice by Viverlo shall not be required), if you provided a valid email address during registration, Viverlo will notify you via email of any such termination or cancellation, which shall be effective immediately upon Viverlo's delivery of such notice.

Upon Termination of Service, the following shall occur: all licenses granted to you hereunder will immediately terminate; and you shall promptly destroy all copies of Viverlo Data (as defined below), Marks (as defined below) and other content in your possession or control. You further acknowledge and agree that Viverlo shall not be liable to you or any third party for any termination of your access to the Website. Upon Termination of Service, Viverlo retains the right to use any data collected from your use of the Website for internal analysis and archival purposes, and all related licenses you have granted Viverlo hereunder shall remain in effect for the foregoing purpose. In no event is Viverlo obligated to return any Submitted Content to you. Sections K, L, M, N, O, Q, R, S, T, U, V, W, and X, shall survive expiration or termination of the Website or your Account.

You agree to indemnify and hold Viverlo, and its officers, managers, members, affiliates, successor, assigns, directors, agents, Sellers, suppliers, and employees harmless from any claim or demand, including reasonable attorneys' fees and court costs, made by any third party due to or arising out of the Termination of Service.

L. Intellectual Property Rights

1. VIVERLO OWNS OR HOLDS THE LICENSES TO ALL DATA AND MARKS ON THE WEBSITE

The content on the Website (exclusive of all Submitted Content), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Data") and the trademarks, service marks and logos contained therein ("Marks"), are owned by Viverlo. Other trademarks, names and logos on this Website are the property of their respective owners.

Data on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Viverlo reserves all rights not expressly granted in and to the Website and the Data. You agree not to use, copy, or distribute, any of the Data other than as expressly permitted herein, including any use, copying, or distribution of Submitted Content obtained through the Website for any commercial purposes. If you download or print a copy of the Data for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security features of the Website or features that prevent or restrict use or copying of any Data or enforce limitations on use of the Website or the Data therein.

2. VIVERLO'S LICENSE TO YOU FOR THE USE OF DATA AND MARKS

The Website contains Viverlo's Data and Marks, which are, or may become, protected by copyright, trademark, patent, trade secret and other laws, and Viverlo owns and retains all rights in the Viverlo Data and Marks. Subject to these Terms of Use, Viverlo hereby grants you a limited, revocable, non-transferable, no sublicensable license to reproduce and display the Viverlo Data (excluding any software source code) solely for your personal use in connection with accessing and participating in the Website.

The Website may also contain Data of other users or licensors, which you shall not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell.

M. Viverlo Fees

1. FEES INCURRED BY SELLERS

Joining Viverlo, opening an Account, posting Services, and viewing posted Services is free. Viverlo reserves the right at its sole discretion to charge fees to Sellers for other services that Viverlo may provide in the future.

Viverlo may also in certain categories require Sellers to make payments for following up on job leads i.e. requests posted by Service Users, and permitting the Seller to contact the Service User (“Lead Fee”) irrespective of whether the job leads eventually result in a transaction or exchange of consideration for the service requested. To be eligible to make such Lead Fee payment, Sellers shall be required to make advance payments (“Credits”) from which the Lead Fee may be deducted as and when necessary. Whenever the Credits fall below the prescribed threshold, the Seller shall be prompted to refill the Credits in order to continue enjoying the ability to follow up on leads and contacting Service Users.

The Seller is entitled to refund of credits that is credited back in their wallet in the following conditions:

1. Refunds are processed when customer cancels request

2. Refunds are processed if the customer has not viewed quote and not cancelled request 4 days after your response

In the event, (i) the job lead is identified to be non-genuine, or (ii) the Service User within 48 hours of posting a request on the Website withdraws the same by way of the Website or the mobile application only, or (iii) the Seller pays the Lead Fee to respond to the Service User’s request for service but the Service User does not open or access the Seller’s response, the Lead Fee shall be reimbursed to the Seller. The decision of Viverlo pertaining to the above shall be final and binding.

Viverlo offers premium services to Sellers for a fee and may in the future offer additional services, like tax preparation and bookkeeping that Sellers can also choose to purchase. Viverlo reserves the right to charge fees for these services at its sole discretion.

2. FEES INCURRED BY SERVICE USERS

Joining Viverlo, opening an Account, viewing posted Services, and bidding on posted Services is free. Viverlo currently does not charge Service Users for transactions completed on the Website between Service Users and Sellers. However, Viverlo reserves the right to charge a fee to Service Users in the future on a per-transaction basis or in any other manner and reserves the right to do so in its sole discretion. Changes to this Fee Policy are effective after Viverlo has provided you with thirty (30) days' notice by posting the changes on the Website.

If applicable, you agree to pay all fees or charges to your Account based on Viverlo's fees, charges, and billing terms then in effect. If you do not pay on time or if Viverlo cannot charge your credit card, any payment gateway or other payment method for any reason, Viverlo reserves the right to either suspend or terminate your access to the Website and Account and terminate these Terms of Use. You are expressly agreeing that Viverlo is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of this Website and the fees will be billed to your credit card, a payment gateway or other payment method designated at the time you make a purchase or register for a fee-based service. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Viverlo may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. Viverlo reserves its right to initiate appropriate legal proceedings, if necessary, in its sole discretion, to recover such outstanding amounts.

3. TAXES

You understand that we are acting solely as an intermediary for the collection of rents and fees between a Service User and a Seller who choose to enter into an Agreement for Service. Because state and local tax laws vary significantly by locality, you understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisors, and that we cannot and do not offer tax advice to either hosts or guests. Further, you understand that Viverlo shall not be responsible or liable in any manner in relation to tax liability of a Service User or a Seller.

4. REFUND POLICY

All commissions payable to Viverlo by Sellers on consummated transactions, i.e. exchange of services for consideration, are final and non-refundable.

All money paid by Sellers in form of “Credits” are non-interest bearing. Unutilised and unclaimed "Credits" for a period of more than 364 days from the date of purchase of "Credits" shall expire and stand forfeited. No refunds of credits will be processed after the expiry date.

N. Negotiation of Terms of Service; Disputes Between Registered Users

1. NEGOTIATION WORKSHEET AND CONTRACT TEMPLATE

As a courtesy to Registered Users, to facilitate the negotiation and confirmation of the Agreement for Service, Viverlo provides a general framework for negotiating the terms of Service (e.g., rate) ("Negotiation Worksheet"). Registered Users acknowledge and agree that (i) they are solely responsible for addressing all issues that exist now or may arise in the future in connection with the applicable Service; and (ii) it is solely up to such Registered Users, if they so desire, to enter into a signed, written contract, that addresses all of the relevant issues and memorializes the agreed upon Negotiation Worksheet.

You should not rely on the any information or resources contained on the Website, including, without limitation, the Negotiation Worksheet, as a replacement or substitute for any professional, financial, legal or other advice or counsel. Viverlo makes no representations and warranties, and expressly disclaims any and all liability, concerning actions taken by a user following the information or using the resources offered or provided on or through the Websites, including, without limitation, the Negotiation Worksheet. In no way will Viverlo be responsible for any actions taken or not taken based on the information or resources provided on this Website. If you have a situation that requires professional advice, you should consult a qualified specialist. Do not disregard, avoid or delay obtaining professional advice from a qualified specialist because of information or resources that are provided on this Website, however provided.

2. VIVERLO IS NOT A PARTY TO ANY SERVICE CONTRACT

Each Registered User hereby acknowledges and agrees that Viverlo is NOT a party to any oral or written Agreement for Service, Negotiation Worksheet, or any contract entered into between Registered Users in connection with any Service offered, directly or indirectly, through the Website. Each Registered User acknowledges, agrees, and understands that Viverlo only seeks to provide a platform wherein the Service User and Seller can be brought together and Viverlo itself has not role in the execution or provision of Services.

3. NO AGENCY OR PARTNERSHIP

No agency, partnership, joint venture, or employment is created as a result of the Terms of Use or your use of any part of the Website, including without limitation, the Negotiation Worksheet or Agreement for Service. You do not have any authority whatsoever to bind Viverlo in any respect. All Sellers are independent contractors. Neither Viverlo nor any users of the Website may direct or control the day-to-day activities of the other or create or assume any obligation on behalf of the other.

4. DISPUTES BETWEEN REGISTERED USERS

Subject to the provisions regarding disputes between Website participants in connection with Feedback, your interactions with individuals and/or organizations found on or through the Website, including payment of and performance of any Service, and any other terms, conditions, warranties or representations associated with such transactions or dealings, are solely between you and such individual or organization. You should take reasonable precautions and make whatever investigation or inquiries you deem necessary or appropriate before proceeding with any online or offline transaction with any third party, including without limitation, Sellers and Service Users.

You understand that deciding whether to use the Services/Product of a Seller or provide Services/product to a Service User or use information contained in any Submitted Content, including, without limitation, Postings, Offers, Wants and/or Feedback, is your personal decision for which alone are responsible. You understand that Viverlo does not warrant and cannot make representations as to the suitability of any individual you may decide to interact with on or through the Website and/or the accuracy or suitability of any advice, information, or recommendations made by any individual. While Viverlo may attempt to seek information about the background of a Seller, either via a telephonic or in-person interview, review of past work/customer feedback and/or check presence online (if available) on Facebook, personalised website, LinkedIn, Twitter etc., you understand that Sellers may register themselves . You also understand that any so called background check undertaken by Viverlo is not exhaustive to the extent to determine previous criminal antecedents and hence, at the end of the day, the Service User should take an informed decision on his/her own accord and keep in mind the fact that Viverlo only seeks to provide a platform wherein Service Users and Sellers have an opportunity to meet each other.

NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT SINCE VIVERLO only seeks to provide a platform wherein the Service User and Seller can be brought together and Viverlo itself has not role in the execution or provision of Services ITSELF, VIVERLO SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT WHATSOEVER INCURRED AS THE RESULT OF ANY SUCH TRANSACTION OR DEALINGS. IF THERE IS A DISPUTE BETWEEN PARTICIPANTS ON THE WEBSITE, OR BETWEEN REGISTERED USERS OR ANY WEBSITE USER AND ANY THIRD PARTY, YOU ACKNOWLEDGE AND AGREE THAT VIVERLO IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT A DISPUTE ARISES BETWEEN YOU AND ONE OR MORE WEBSITE USERS, REGISTERED USERS OR ANY THIRD PARTY, YOU HEREBY RELEASE VIVERLO, ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AGENTS, AND SUCCESSORS IN RIGHTS FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, FORESEEABLE OR UNFORESEEABLE, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR THE WEBSITE OR ANY SERVICE PROVIDED THEREUNDER.

O. Dispute Resolution

If a dispute arises between you and Viverlo, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Viverlo hereby agree that we will resolve any claim or controversy at law and equity that arises out of the Terms of Use or the Website in accordance with this Section O or as we and you otherwise agree in writing. Before resorting to the filing of a formal lawsuit, we strongly encourage you to first contact us directly to seek a resolution via e-mail at support@Viverlo.com. The dispute shall be resolved through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

1. GOVERNING LAW

The Terms of Use shall be governed in all respects by the laws of India and any legal proceeding arising out of this Agreement will occur exclusively in the courts located in New Delhi, India.

P. Advertisements

Aspects of the Website and other Viverlo services may be supported by advertising revenue. As such, Viverlo may display advertisements and promotions on the service. The manner, mode, and extent of advertising by Viverlo on the Website are subject to change and the appearance of advertisements on the Website does not necessarily imply endorsement by Viverlo of any advertised products or services. You agree that Viverlo shall not be responsible or liable for any loss or damage of any sort incurred by you as a result of any such dealings or as the result of the presence of such advertisers on the Website.

Q. Third-party Links, Contact Forms and Phone Numbers

The Website may provide, or third parties may provide, links, contact forms and/or phone numbers to other websites or resources, including, without limitation, social networking, blogging and similar websites through which you are able to log into the Website using your existing account and log-in credentials for such third-party websites. Certain areas of the Website may allow you to interact and/or conduct transactions with such third-party sites, and, if applicable, allow you to configure your privacy settings in your third-party site account to permit your activities on the Website to be shared with your contacts in your third-party site account. Because Viverlo has no control over such sites and resources, you acknowledge and agree that Viverlo is not responsible for the availability of such external sites or resources, and is not responsible or liable for any content, advertising, products, goods or services on or available from such websites or resources. Unless expressly stated on the Website, links to third-party sites should in no way be considered as or interpreted to be Viverlo's endorsement of such third-party sites or any product or service offered through them. You further acknowledge and agree that Viverlo shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, advertising, product, goods or services available on or through any such website or resource. The Third-party website may have different privacy policies and terms and conditions and business practices than Viverlo. In certain situations, you may be transferred to a Third-party website through a link or connected to a Third-party resource by a contact form or phone but it may appear that you are still on this Website or transacting with Viverlo. In these situations, you acknowledge and agree that the Third-party website terms and conditions and privacy policy apply in this situation. Your dealings and communications through the Website with any party other than Viverlo are solely between you and such third party. Any complaints, concerns or questions you have relating to materials provided by third parties should be forwarded directly to the applicable third party.

R. Disclaimer of Warranties

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, AND VIVERLO AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SELLERS, SUPPLIERS, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND MAKE NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, ANY DATA, MATERIALS, SUBMITTED CONTENT, RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE, INCLUDING WITHOUT LIMITATION THE MATERIALS, DATA AND SUBMITTED CONTENT OF OTHER USERS OF THIS SITE OR OTHER THIRD PARTIES. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THIS WEBSITE, THE SERVICES OFFERED ON OR THROUGH THIS WEBSITE, DATA, MATERIALS, SUBMITTED CONTENT, AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS WEBSITE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE" AND "WHEREIS" BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. VIVERLO DOES NOT PROVIDE ANY WARRANTIES AGAINST ERRORS, MISTAKES, OR INACCURACIES OF DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT, ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SERVICE PROVIDER, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, CONTENT, INFORMATION, MATERIALS, SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. VIVERLO DOES NOT ENDORSE, WARRANT, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISEMENT. VIVERLO WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY PARTY, INCLUDING THIRD PARTY SELLERS OF PRODUCTS OR SERVICES. AS WITH THE USE OF ANY PRODUCT OR SERVICE, AND THE PUBLISHING OR POSTING OF ANY MATERIAL THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

S. Limitations of Liability

1. IN NO EVENT SHALL VIVERLO, OR ITS RESPECTIVE OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SELLERS, SUPPLIERS, ATTORNEYS OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) WHATSOEVER RESULTING FROM ANY (I) ACCESS TO OR USE OF THE WEBSITE OR ANY SERVICES OFFERED BY ANY SELLERS VIA THE WEBSITE, INCLUDING SERVICES PROVIDED PURSUANT TO AN AGREEMENT FORMED INDEPENDENTLY OF THE WEBSITE, WHETHER OR NOT AN AGREEMENT FOR SERVICE FORMED VIA THE WEBSITE IS IN EFFECT; (II) ERRORS, MISTAKES, OR INACCURACIES OF DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (VI) ANY ERRORS OR OMISSIONS IN ANY DATA, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT; (VII) ANY FAILED NEGOTIATIONS FOR A SERVICE, ANY DISPUTES THAT ARISE DURING OR AFTER THE NEGOTIATION OF A SERVICE OR THE FORMATION OF A CONTRACT FOR A SERVICE, OR ANY OTHER DISPUTE THAT ARISES BETWEEN USERS OF THE WEBSITE; (VIII) ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SELLER; OR (IX) ANY USE OF ANY DATA, MARKS, CONTENT, INFORMATION, MATERIALS OR SUBSTANCE OF THE WEBSITE OR SUBMITTED CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR THROUGH THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VIVERLO IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

2. IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF VIVERLO, OR ANY OF THE ABOVE-REFERENCED RESPECTIVE PARTIES, ARISING FROM OR RELATING TO THE WEBSITE, AND/OR SUBMITTED CONTENT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO VIVERLO BY YOU HEREUNDER.

YOU HEREBY ACKNOWLEDGE AND AGREE THAT VIVERLO SHALL NOT BE LIABLE FOR SUBMITTED CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR SERVICE USER OR SERVICE PROVIDER AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU FURTHER ACKNOWLEDGE AND AGREE THAT VIVERLO SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE) WHATSOEVER RESULTING FROM OR RELATING TO ANY CONTRACT BETWEEN WEBSITE USERS ENTERED INTO INDEPENDENTLY OF THE WEBSITE.

THE WEBSITE MAY CONTAIN LINKS TO THIRD-PARTY WEBSITES THAT ARE NOT OWNED OR CONTROLLED BY VIVERLO. VIVERLO DOES NOT HAVE ANY CONTROL OVER, AND ASSUMES NO RESPONSIBILITY FOR, THE CONTENT, PRIVACY POLICIES, OR PRACTICES OF ANY THIRD-PARTY WEBSITES. IN ADDITION, VIVERLO WILL NOT AND CANNOT CENSOR OR EDIT THE CONTENT OF ANY THIRD-PARTY SITE. BY USING THE WEBSITE, YOU EXPRESSLY RELIEVE VIVERLO FROM ANY AND ALL LIABILITY ARISING FROM YOUR USE OF ANY THIRDPARTY WEBSITE. ACCORDINGLY, PLEASE BE ADVISED TO READ THE TERMS AND CONDITIONS AND PRIVACY POLICY OF EACH THIRD-PARTY WEBSITE THAT YOU VISIT, INCLUDING THOSE DIRECTED BY THE LINKS CONTAINED ON THE WEBSITE.

3. FORCE MAJEURE

Neither Viverlo nor you shall be liable to the other for any delay or failure in performance under the Terms of Use, other than payment obligations, arising out of a cause beyond its control and without its fault or negligence. Such causes may include, but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

T. Indemnification and Release

YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS VIVERLO, AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SELLERS, SUPPLIERS, AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEYS' FEES) ARISING FROM YOUR USE OF, ACCESS TO, AND PARTICIPATION IN THE WEBSITE; YOUR VIOLATION OF ANY PROVISION OF THE TERMS OF USE, INCLUDING THE PRIVACY POLICY; YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, PROPRIETARY, INTELLECTUAL PROPERTY, OR PRIVACY RIGHT; OR ANY CLAIM THAT YOUR SUBMITTED CONTENT CAUSED DAMAGE TO A THIRD PARTY. THIS DEFENSE AND INDEMNIFICATION OBLIGATION WILL SURVIVE THESE TERMS OF SERVICE AND YOUR USE OF THE WEBSITE.

IF YOU HAVE A DISPUTE WITH ONE OR MORE WEBSITE USERS, YOU FOREVER RELEASE VIVERLO (AND ITS OFFICERS, MANAGERS, MEMBERS, DIRECTORS, EMPLOYEES, SUCCESSORS, ASSIGNS, SUBSIDIARIES, AFFILIATES, SELLERS, SUPPLIERS, AGENTS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF THE WEBSITE AND/OR ANY SUBMITTED CONTENT.

THE TERMS OF USE, AND ANY RIGHTS AND LICENSES GRANTED HEREUNDER, MAY NOT BE TRANSFERRED OR ASSIGNED BY YOU, BUT MAY BE ASSIGNED BY VIVERLO WITHOUT RESTRICTION.

U. No Third-party Beneficiaries

You agree that, except as otherwise expressly provided in the Terms of Use, there shall be no third-party beneficiaries to the Terms of Use.

V. Notice

You agree that Viverlo may provide you with notices, including those regarding changes to the Terms of Use, by email, regular mail, or postings on the Website.

W. General Information

1. ENTIRE TERMS OF USE

The Terms of Use, together with the Privacy Policy and any other legal notices or Additional Policies published by Viverlo on the Website, shall constitute the entire agreement between you and Viverlo concerning the Website. If any provision of the Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms of Use, which shall remain in full force and effect.

No waiver of any provision of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Viverlo's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

2. STATUTE OF LIMITATIONS

You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

3. SECTION HEADINGS

The section headings in the Terms of Use are for convenience only and have no legal or contractual effect.

© 2020 Viverlo Private Limited. All Rights Reserved

Last updated: Oct 25th,2020

General Terms

Welcome to Viverlo Services Business Solutions, a suite of optional merchant services including Selling Onelook.store and Global Selling by Viverlo private limited.

THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND VIVERLO PRIVATE LIMITED SELLER SERVICES PRIVATE LIMITED. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAMME POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE ONELOOK.STORE SITE.

As used in this Agreement, "we," "us," and "Viverlo private limited" means the Viverlo company named in the applicable Service Terms. Capitalized terms have the meanings listed in the Definitions below. If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.

1. Enrolment

To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable Law. As part of the application, you must provide us with your (or your business') legal name, address, phone number, e-mail address and applicable tax registration details. We may at any time cease providing any or all of the Services at our sole discretion and without notice.

2. Service Fee Payments

Fee details are described fully in the applicable Service Terms. You are responsible for all of your expenses in connection with this Agreement unless this Agreement or the applicable Service Terms provide otherwise. For the Onelook.store site that you register for or use a Service in connection with, we may require you to submit valid credit card information from a credit card acceptable by Viverlo private limited (with respect to such Onelook.store site, "Your Credit Card") as well as valid bank account information for a bank account in your name that is with a bank located within India and enabled for Your Account (which functionality may be modified or discontinued by us at any time without notice) (with respect to the Onelook.store site, "Your Bank Account"). You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete. You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). At Viverlo private Limited’s option, all payments to you will be made to Your Bank Account, via cheque or electronic transfers or other means as specified by us. You agree that Viverlo private limited shall not be liable for any failure to make payments to you on account of incomplete or inaccurate information provided by you with respect to Your Bank Account.

In addition to charging payable sums to Your Credit Card, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with Viverlo private limited concerning whether any amounts are payable or due.

If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with the Onelook.store site, then we may, in our sole discretion and subject to applicable Law, delay initiating any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement. You agree that we are entitled to the interest, if any, paid on balances maintained as deposits in our bank accounts.

3. Term and Termination

The term of this Agreement will start on the date of your completed registration for one or more of the Services (the "Effective Date") and continue until terminated by us or you as provided below (the "Term"). We may terminate or suspend this Agreement or any Service immediately in our sole discretion by notice to you for any reason at any time. You may terminate this Agreement or any Service for any reason at any time by the means then specified by Viverlo private limited therefor. Termination or suspension of a Service will not terminate or suspend any other Service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

4. License

You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and license during the Term and for as long thereafter as you are permitted to grant the said license under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Viverlo private limited Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using the standard functionality made available to you via the applicable Onelook.store site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party).

5. Representations

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the territory in which your business is registered and are a resident of India for income tax purposes every financial year; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws (including but not limited to procuring and maintaining applicable tax registrations) in your performance of your obligations and exercise of your rights under this Agreement; and (d) you and your financial institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury's Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority.

6. Indemnification

You release us from, and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, agents and Affiliates) against, any claim, loss, damage, settlement, cost, taxes, expense or other liability (including, without limitation, attorneys' fees) (each, a "Claim") arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, Global Shipment program and subscriptions program by Viverlo private limited Service, if any), refund, adjustment, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes. You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we determine in our sole discretion that any indemnified Claim might adversely affect us, we may take exclusive control of the defiance at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

7. Disclaimer

a. THE ONELOOK.STORE SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU ACCESS THE ONELOOK.STORE SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY VIVERLO PRIVATE LIMITED TO HELP YOU AVAIL THE SERVICES AT YOUR OWN RISK. WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ONELOOK.STORE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.SOME JURISDICTIONS' LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY. IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.

b. BECAUSE VIVERLO PRIVATE LIMITED IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE VIVERLO PRIVATE LIMITED (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF VIVERLO PRIVATE LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO VIVERLO PRIVATE LIMITED IN CONNECTION WITH THE PARTICULAR SERVICE AND THE ONELOOK.STORE SITE GIVING RISE TO THE CLAIM.

9. Insurance

If the Sales Proceeds from Your Transactions through the Global shipment program by Viverlo private limited Service in connection with the Onelook.store site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the Onelook.store site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with the Onelook.store site, including products liability and bodily injury, naming Viverlo private limited and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address: B-97 F/F,KH.NO-245/2 GALI NO-16, JAGAT PURI EXTN,DELHI-110093.Attention: Risk Management.

10. Tax Matters

As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as service tax, VAT / CST, goods and services tax, cesses or other transaction taxes, and issuing valid invoices/ credit notes/ debit notes where required. Viverlo private limited is not responsible for collecting, remitting or reporting any service tax, VAT / CST, goods and services tax or other taxes arising from such sale. You are solely responsible for preparing, making and filing any tax audit report and statutory reports and other filings and responding to any tax or financial audits.

Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, service, sales, use, goods and services tax and other similar taxes, and you will pay any taxes that are imposed and payable on such amounts. If we are required by law or by administration thereof to collect any value added, service, sales, use, goods and services tax or similar taxes from you, you will pay such taxes to us. You will provide all necessary information including goods and services tax registered address, registration numbers, invoice mismatch details in a timely manner, to enable us to provide, report or correct goods and services tax invoices. Based on information provided, Viverlo private limited will deduce the location of recipient, the billing details, place of supply and applicable taxes.

If for any reason, any income tax or withholding tax or tax collection at source or such other taxes under applicable Law are determined to be deducted and deposited on any payments or remittances to you, Viverlo private limited will have the right to deduct and deposit any such applicable taxes with the appropriate regulatory authority. No claim in respect of the taxes deposited would be made by you against Viverlo private limited.

It is your responsibility as a seller on the Onelook.store site to choose the most applicable product tax codes and assign Harmonized System of Nomenclature / Service accounting Code applicable for your listing, such that the correct tax rate is applied on all listings offered for sale by you. If we determine that you are not in compliance with this section, then we may suspend the services provided to you on the Onelook.store site.

For reporting transactions undertaken by you on the Onelook.store site, you should consider the Merchant Tax Report (MTR) made available to you by sending e-mail to Support@Onelook.Store.

In case of any discrepancy in the reporting / returns filed by you and Viverlo private limited, you agree that you will resolve such discrepancy immediately and indemnify Viverlo private limited against any tax, interest and penalty payable in this regard.

11. Confidentiality

During your use of the Services, you may receive information relating to us or our Affiliates or to the Services that is not known to the general public ("Confidential Information"). You agree that: (a) all Confidential Information will remain Viverlo private Limited’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party, including any Affiliates. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

12. Force Majeure

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, association of persons, agency, franchise, sales representative, or employment relationship between the parties. Viverlo private limited is not an auctioneer, neither is it an intermediary between the customer and the seller. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. This Agreement will not create an exclusive relationship between you and us.

14. Use of Viverlo private limited Transaction Information.

You will not, and will cause your Affiliates not to, directly or indirectly: (a) disclose or convey any Viverlo private limited Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any Viverlo private limited Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase, or to harass such Person; (d) disparage us, our Affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an Onelook.store site user. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to Viverlo private limited Transaction Information for any purpose, even if such information is identical to Viverlo private limited Transaction Information, provided that you do not target communications on the basis of the intended recipient being an Onelook.store site user.

15. Suggestions and Other Information

If you or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the Onelook.store site or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

16. Modification

We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Programme Policies) at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on the Onelook.store site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 calendar days. Changes to Programme Policies may be made without notice to you. You should refer regularly to Your Account or Seller Central, respectively, to understand the current Agreement and Programme Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the Onelook.store site. YOUR CONTINUED USE OF A SERVICE AFTER VIVERLO PRIVATE LIMITED'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS.

17. Password Security

Any password we provide to you may be used only during the Term to access Your Account or Seller Central, respectively, (or other tools we provide) to use the Service, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.

18. Miscellaneous

This Agreement will be governed by the laws of India, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the courts at Delhi regarding any dispute with Viverlo private limited relating in any way to this Agreement or your use of the Services. You may not transfer or assign all or any portion of this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

Viverlo private limited retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies.

The authentic language of this Agreement and subsidiary or associated documentation shall be English, and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail. You agree we may communicate with you in English during the Term of this Agreement.

You agree that we may, in our sole discretion, disclose or make available any information provided or submitted by you or related to your participation under this Agreement (including information regarding Your Products or Your Transactions) to any judicial, quasi-judicial, governmental, regulatory or any other authority as may be required by us to co-operate and / or comply with any of their orders, instructions or directions or to fulfil any requirements under applicable Laws.

We will send you all notices, updates and other communications (including transactional, promotional and/or commercial communication) at the e-mail addresses designated by you, or within Your Account respectively, or on the mobile number provided by you or any other means then specified by Viverlo private limited. For contractual purposes, you consent to receive such communications through any mode including SMS, e-mail, phone calls etc. If at any time, now or in the future, you decide to change your preferences, email Support@Onelook.Store.

You may change your e-mail addresses or phone numbers via Your Account. Please update these details (including your legal name and address) as often as necessary to ensure that they are accurate.

You must send all notices and other communication relating to Viverlo private limited to us by using the applicable Contact Us form. Please continue to use Seller Dashboard as the primary means of managing your orders and seller account.

This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Programme Policies, which Viverlo private limited may modify from time to time. In the event of any conflicts between the Programme Policies and this Agreement, the Programme Policies will prevail. This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions

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

"Affiliate" means with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with, such entity, except with respect to Viverlo private limited, "Affiliate" means solely its Affiliates domiciled in India.

"Viverlo private limited Associated Properties" means any website or other online point of presence, other than the Onelook.store site, through which any Onelook.store site or products or services available thereon are syndicated, offered, merchandised, advertised or described.

"Onelook.store site" means www.onelook.store.

"Viverlo private limited Transaction Information" means, collectively, Order Information, and any other data or information acquired by you or your Affiliates from Viverlo private limited or its Affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties' performance hereunder.

"Business Days" means any day of the week (excluding Saturdays, Sundays and public holidays) on which commercial banks are open for business in New Delhi, India.

"Content" means copyrightable works and other content protected under applicable Laws.

"Excluded Products" means any products or other items set forth in the excluded products list for the Onelook.store site or any other Viverlo private limited Programme Policy that applies to your use of a Service, and any other products or other items that in Viverlo private Limited’s sole discretion are not supported for a Service.

"Insurance Limits" means INR 5,00,00,000

"Insurance Threshold" means INR 5,00,000

"Intellectual Property Rights" means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

"Law(s)" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.

"Local Currency" means Indian Rupees (INR).

"Order Information" means, with respect to any of Your Products sold through the Onelook.store site, the order information and shipping information that we provide or make available to you.

"Person" means any individual, company, corporation, partnership, limited liability partnership, governmental authority, association, joint venture, division or other cognizable entity, whether having distinct legal existence.

"Programme Policies" means, for the Onelook.store site, all terms, conditions, policies, guidelines, rules and other information on the Onelook.store site or on Seller Dashboard, including those shown on the Onelook.store site or elsewhere in the "Help" section of Seller Dashboard or Your Account respectively .

"Purchase Price" means the total gross amount payable or paid by a customer for Your Product (including taxes and customs duties).

"Sales Proceeds" means the gross sales proceeds paid by customers in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.

"Seller Dashboard" means the online portal and tools made available by Viverlo private limited to you, for your use in managing your orders, inventory and presence on the Onelook.store site.

"Service" means each of the following services that Viverlo private limited makes available on or in connection with the Onelook.store site: The Selling by Onelook.store service and the Global Shipment Programme by Viverlo private limited Service.

"Service Terms" means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service.

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under applicable Laws.

"Your Account" means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which Viverlo private limited may make available to you, for your use in managing your orders, inventory and presence on the Onelook.store site.

"Your Materials" means all Technology, Your Trademarks, Content, Required Product Information, data, materials, and other items provided or made available by you or your Affiliates to Viverlo private limited or its Affiliates.

"Your Product" means any product that is made available for listing for sale, offered for sale or sold by you through the Selling Onelook.store Service and/or fulfilled or otherwise processed through the Global Shipment Programme by Viverlo private limited Service in connection with Your Account.

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offer or sell products, other than physical stores.

"Your Taxes" means any and all value added, service, sales, use, excise, import, export, goods and services tax and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your Affiliates or your or their respective employees, agents, contractors or representatives. Also, as it is used in the Global Shipment Programme by Viverlo private limited Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by Viverlo private limited or any of its Affiliates in connection with or as a result of: (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by Viverlo private limited; or (b) the Global shipment, shipping, gift wrapping or other actions by Viverlo private limited to Your Products pursuant to the Global Shipping programme by Viverlo private limited Service Terms.

"Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

"Your Transaction" means any sale of Your Product(s) through the Onelook.store site.

Selling as per Onelook.store Service Terms

The Selling on Onelook.store Service ("Selling Onelook.store") is a Service that allows you to list products for sale directly via the Onelook.store site. Selling Onelook.store is operated by Viverlo private limited. These Selling Onelook.store Service Terms are part of the Viverlo private limited Services Business Solutions Agreement ("Business Solutions Agreement"), but, unless specifically provided otherwise, concern and apply only to your participation in Selling on Viverlo private limited. BY REGISTERING FOR OR USING SELLING ONELOOK.STORE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE SELLING ONELOOK.STORE SERVICE TERMS. Unless defined in these Selling Onelook.store Service Terms (including the Selling Onelook.store Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement.

S-1. Your Product Listings and Orders

S-1.1 Products and Product Information. You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the Onelook.store site and promptly update such information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the Onelook.store site comply with all applicable Laws (including all marking and labeling requirements) and do not contain any sexually explicit, defamatory or obscene materials or any unlawful materials. You may not provide any information for, or otherwise seek to list for sale on the Onelook.store site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the Onelook.store site. For each item you list on the Onelook.store site, you will provide to us the state or country from which the item ships.

S-1.2 Product Listing; Merchandising; Order Processing. We will list Your Products for sale on the Onelook.store site in the applicable product categories which are supported for third party sellers generally on the Onelook.store site on the applicable Selling Onelook.store Launch Date, and conduct merchandising and promote Your Products as determined by us (including via the Viverlo private limited Associated Properties or any other functions, features, advertising, or programs on or in connection with the Onelook.store site). Viverlo private limited reserves its right to restrict at any time in its sole discretion the access to list in any or all categories on the Onelook.store site. We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the Onelook.store site and Viverlo private limited may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-6.

S-1.3 Shipping and Handling Charges. For Seller Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the Onelook.store site and further subject to any shipping and handling charge Programme Policies for the Onelook.store site. Any such amounts, paid by the customer towards shipping and handling charges, shall be your proceeds, subject to deduction of applicable charges as may be determined by us and you are solely responsible for reporting and remitting any applicable taxes on the shipping and handling charges. For Onelook.store Products, Viverlo private limited will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Global shipment Programme by Viverlo private limited Service Terms.

S-1.4 Credit Card Fraud. We will bear the risk of credit card fraud (i.e. a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and you will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any Seller Product that is not fulfilled strictly in accordance with the Order Information and Shipment Information. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of Your Products if we ask you to do so (provided that if you have transferred Your Products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with Section S-2.2) that has been charged for an order that we stop or cancel.

S-2. Sale and Fulfilment, Refunds and Returns

S-2.1 Sale and Fulfilment. Other than as described in the Fulfilment by Viverlo private limited Service Terms (if applicable to you), for the Onelook.store site for which you register or use the Selling Onelook.store Service, you will: (a) source, sell, fulfil, ship and deliver your Seller Products, and source and sell your onelook.store Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the Onelook.store site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each Business Day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the Onelook.store site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout India (except to the extent prohibited by applicable Law or this Agreement); (f) provide to Viverlo private limited information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for Your Account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).

S-2.2 Returns and Refunds. For all of Your Products will accept and process returns, refunds and adjustments in accordance with these Service Terms and the Onelook.store Refund Policies published at the time of the applicable order, and we may inform customers that these policies apply to Your Products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to customers in connection with Your Transactions, using a functionality we enable for Your Account. This functionality may be modified or discontinued by us at any time without notice and is subject to the Programme Policies and the terms of this Business Solutions Agreement. You will route all such payments through Viverlo private limited. We will provide any such payments to the customer (which may be in the same payment form originally used to purchase Your Product), and you will reimburse us for all amounts so paid. For all Your Products that are fulfilled by Viverlo private limited, the Onelook.store Refund Policies published at the time of the applicable order will apply and you will comply with them. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable Onelook.store Refund Policies and as required by Law, and in no case later than thirty (30) calendar days following the obligation arises. For the purposes of making payments to the customer (which may be in the same payment form originally used to purchase Your Product), you authorize us to make such payments or disbursements from your available balance in the Nodal Account (as defined in Section S-6). In the event your balance in the Nodal Account is insufficient to process the refund request, we will process such amounts due to the customer on your behalf, and you will reimburse us for all amounts so paid.

S-3. Problems with Your Products

S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for: any non-delivery, mis delivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products, except to the extent caused by: (a) credit card fraud for which we are responsible under Section S-1.4; or (b) our failure to make available to you Order Information as it was received by us or resulting from address verification . Notwithstanding the previous sentence, for Onelook.store Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

S-3.2 Chargebacks. If we inform you that we have received a claim any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us: (a) proof of delivery of Your Product(s) (as applicable); (b) the applicable Viverlo private limited order identification number; and (c) a description of Your Product(s) (as applicable). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by: (y) credit card fraud for which we are responsible under Section S-1.4; or (z) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us in accordance with the Business Solutions Agreement for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes, but excluding any associated Referral Fees retained and not subject to refund by Viverlo private limited) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.

S-4. Parity with Your Sales Channels

Subject to this Section S-4, you are free to determine which of Your Products you wish to list for sale on the Onelook.store site. You will maintain parity between the products you offer through Your Sales Channels and the products you list on the Onelook.store site by ensuring that at the applicable Selling Onelook.store Launch Date and thereafter: (a) the Purchase Price and every other term of offer and/or sale of Your Product (including associated shipping and handling charges, Shipment Information, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to users of the Onelook.store site as the most favorable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products listed on the Onelook.store site is at least as responsive and available and offers at least the same level of support as the most favorable customer services offered in connection with any of Your Sales Channels (provided that any such customer service will at all times be conducted in a timely, professional and courteous manner) (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and (c) the Content, Required Product Information and other information under Section S-1.1 regarding Your Products listed on the Onelook.store site that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels. If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section S-2.2.

S-5. Compensation

You will pay us: (a) the applicable Referral Fee; (b) any applicable Closing Fees; and (c) if applicable, the non-refundable Selling Onelook.store Subscription Fee in advance for each month (or for each transaction, if applicable) during the Term of this Agreement. "Selling Onelook.store Subscription Fee" means the fee specified as such on the Selling Onelook.store Fee Schedule for the Onelook.store site at the time such fee is payable. With respect to each of Your Transactions: (x) "Sales Proceeds" has the meaning set out in the Business Solutions Agreement; (y) "Closing Fees" means the applicable fee, if any, as specified in the Selling Onelook.store Fee Schedule for the Onelook.store site; and (z) "Referral Fee" means the applicable percentage of the Sales Proceeds from Your Transaction through the Onelook.store site specified on the Selling Onelook.store Fee Schedule for the Onelook.store site at the time of Your Transaction, based on the categorization by Viverlo private limited of the type of product that is the subject of Your Transaction.

All taxes or surcharges imposed on fees payable by you to Viverlo private limited will be your responsibility.

S-6 Sales Proceeds & Refunds.

S-6.1. Nodal Account. Remittances to you for Your Transactions (excluding COD transactions) will be made through a nodal account (the "Nodal Account") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for COD transactions shall be made through the online bank or any other mutually agreed and other means used to transfer to Your Bank Account. You hereby agree and authorize us to collect payments on your behalf from customers for any sales made through the COD mechanism. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.

Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("Reserve"). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks.

S-6.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us, and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for Onelook.store site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.

"Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you.

"Designated Day" means any particular Business Day of the week designated by Viverlo private limited on a weekly basis, in its sole discretion, for making remittances to you.

"Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction.

"Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling Onelook.store Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Onelook.store site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Programme Policies if applicable; and (h)tax collected at source under applicable Law.

S-6.3. In the event that we elect not to recover from you a customer's chargeback, failed payment, or other payment reversal (a "Payment Failure"), you irrevocably assign to us all your rights, title and interest in and associated with that Payment Failure.

S-7. Control of Site

Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Onelook.store site and the Selling Onelook.store Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the Onelook.store site and the Selling Onelook.store Service and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or require you not to list any or all products on the Onelook.store site in our sole discretion.

S-8. Effect of Termination

Upon termination of these Selling Onelook.store Service Terms in connection with the Onelook.store site, all rights and obligations of the parties under these Service Terms with regard to the Onelook.store site will be extinguished, except that the rights and obligations of the parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

S-9. Tax Matters

In addition to the General Terms, you agree that, unless otherwise agreed by Viverlo private limited in advance in writing, the price stated by you for Your Products is inclusive of all taxes including VAT/CST, customs duty, excise duty or other tax or levy that you may be required to remit in connection with such sale.

All payments by Viverlo private limited to you shall be made subject to any applicable withholding taxes and tax collection at source under all applicable Laws. Viverlo private limited will retain, in addition to its net fees together with any applicable taxes Viverlo private limited determines it is obligated to charge or collect on the fees, an amount equal to the legally applicable withholding taxes at the applicable rate. You are responsible for deducting and depositing the legally applicable taxes and delivering to Viverlo private limited sufficient documents evidencing the deposit of such tax. Upon receipt of the evidence of deduction of such tax, Viverlo private limited will remit the amount evidenced in the certificate to you. Upon your failure to duly deposit these taxes and provide evidence to that effect within five (5) Business Days from the end of the relevant month, Viverlo private limited shall have the right to utilize the retained amount for discharging its tax liability.

Where you have deposited the taxes, you will issue an appropriate tax withholding certificate for such amount to Viverlo private limited and Viverlo private limited shall provide the necessary support and documentation as may be required by you for discharging your obligations.

Viverlo private limited has the option to obtain an order for lower or NIL withholding tax from the Indian Revenue authorities. In case Viverlo private limited successfully procures such an order, it will communicate the same to you. In that case, the amounts retained shall be in accordance with the directions contained in the order as in force at the point in time when tax is required to be deducted at the source.

Selling Onelook.store Definitions

"Viverlo private limited Refund Policies" means the return and refund policies published on the Onelook.store site.

"Estimated Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the Onelook.store site; or (b) if you do not specify shipping availability information in such inventory/product data feed or Your Product is in a product category that Viverlo private limited designates as requiring shipment within two (2) days (excluding Sundays and public holidays), (2) days (excluding Sundays and public holidays) after the date on which the relevant order is placed by the customer.

"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through the Onelook.store site but that we do not honors or support (but only until such time as we honors or support the same on the Onelook.store site); or (b) make available solely to third parties that either (i) purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers), or (ii) have affirmatively elected and opted-in to participate in your and/or one of its affiliates' membership-based customer loyalty or customer incentive programs.

"Refund Administration Fee" means the lesser of INR 300 or twenty percent (20%) of the applicable Referral Fee.

"Required Product Information" means, with respect to each of Your Products in connection with the Onelook.store site, the following (except to the extent expressly not required under the applicable Programme Policies): (a) description; (b) SKU and EAN/UPC numbers and other identifying information as Viverlo private limited may reasonably request; (c) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by Viverlo private limited from time to time); (d) categorization within each Viverlo private limited product category and browse structure as prescribed by Viverlo private limited from time to time; (e) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any Viverlo private limited published image guidelines); (f) Purchase Price; (g) shipping and handling charge (in accordance with our standard functionality therefor); (h) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (j) brand; (k) model; (l) product dimensions; (m) weight; (n) a delimited list of technical specifications; (o) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (p) any other information reasonably requested by us (e.g., the condition of used or refurbished products, Harmonized System of Nomenclature / Service Accounting Code).

"Selling Onelook.store Launch Date" means the date on which we first list one of Your Products for sale on the Onelook.store site.

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.

"Street Date" means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.in, co.uk, .in, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

"Your Transaction" is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling Onelook.store only.