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Vendor Agreement

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Program Participant Agreement



Welcome to www.dreamstoresonline.com.

This Agreement describes the terms and conditions applicable to your use of our services available under the domain and sub-domains of http://www. dreamstoreonline.com/ (the "Site") and the general principles for the websites of our subsidiaries and international affiliates.


This Agreement is between:

Us, www.dreamstoreonline.com, a division of dreamstoreonline.com Pvt. Ltd., hereinafter referred to as Team DSO, “DSO”, the expression unless repugnant to the context shall include its employees, representatives, successors and assignees

AND

You, hereinafter called the "Program Participant", the expression unless repugnant to the context shall include its employees, successors, guardians and permitted assigns of the second part. .

Recitals:

1.WHEREAS DSO is engaged in the business of sale, promotion and marketing of Merchandise through various Channels;

2.WHEREAS the Program Participant creates, manufactures, owns or procures Merchandise and is interested in the sale of the same through various Channels provided by DSO;

3.WHEREAS in lieu of effectuating the promotion and sale or resale of the Merchandise through DSO, the Program Participant agrees to upload catalogues of Merchandise which shall contain relevant information and images of the said Merchandise on the internet portal designated by DSO and hereby agrees to the terms and conditions set out in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth below, the Parties agree as follows:

SECTION 1: Definitions



1.1"Agreement" means this Agreement, including any exhibits, schedules or attachments attached and incorporated into this Agreement (including Specifications if any), and any valid amendments to any of the foregoing.

1.2“Buyer” means the individual or any other legal entity that has the legal capacity to enter into a contract and whose order for purchase of Merchandise is accepted by DSO.

1.3 “Channels” refers to the various modes through which the sale of Merchandise may be effected including inter alia:

(i) the Website;

(ii) other online portals operated and marketed by DSO; its marketing partners or members of DSO’s affiliate programs;

(iii) catalogs distributed by DSO;

(iv) any other medium of sale to be used by DSO in the future.

1.4“Commission” means the commission payable to DSO with respect to Merchandise sold by the Program Participant.

1.5 “Effective Date" means the date on which the Agreement is entered into.

1.6 “Force Majeure” means any circumstances beyond the reasonable control of either party including without limitation an act of God, an act of Government or regulatory bodies, default or interference caused by others, war or national emergency.

1.7“DSO Management Area” means an online content management system which enables Program Participants to manage their own individual accounts.

1.8“Intellectual Property” includes existing and future intellectual property in the nature of unregistered or registered rights to any and all patents, inventions, copyrights, designs, drawing, trademarks, brands, trade names, trading styles and other trade secrets / confidential and/ or propriety information not limited to that forming part of the subject matter of the agreement, and inclusive of all intellectual property that is the subject of ownership of either Parties or its subsidiaries, venture partners and predecessors in interest business and title arising out of the performance of this Agreement.

1.9“Internet” means the network of constantly changing connections between otherwise unconnected computers using modems and telephone lines.

1.10“Merchandise” means any product that the Program Participant wishes to sell through DSO’s channel with due approval from the same.

1.11 “Notice" shall mean the formal notification required to be given in specified circumstances by one party to another.

1.12 “Program Participant” means any entity, individual, or an organization interested in the effectuation of sale of the Merchandise by DSO through the Channels.

1.13 “Terms and Conditions of Sale” means DSO’s-Online Terms and Conditions.

1.14“Website” shall mean the site at http://www.dreamstoresonline.com /or any other Internet portal designated by DSO.



SECTION 2: Modifications of Terms of Service offered by DSO:

2.1DSO reserves the right to change the terms and conditions of the services offered by DSO, upon which DSO shall notify the Program Participant of the changes.

2.2DSO may at its sole discretion from time to time offer to the Program Participant variety of features and facilities for utilization of the channels for sale of its Merchandise.

2.3DSO however reserves its right to discontinue to offer such features and facilities for the utilization of the Channels for sale of Merchandise at anytime without prior notice.



SECTION 3: Uploading and Management of Program Participant’s Merchandise

3.1The Program Participant who is interested in its Merchandise being displayed or sold through DSO agrees to subscribe to the Program Participant’s own DSO Management Area and agrees to enter the display name and other relevant details.

3.2The Program Participant agrees that the Program Participant is entitled to operate only one designated DSO Management Area to which the Program Participant shall receive a password and account, the details of which shall not be disclosed by the Program Participant under any circumstances. The Program Participant is solely responsible for all the activities in the DSO Management Area.

3.3The Program Participant undertakes not to provide DSO with false facts or information regarding the Program Participant or the Merchandise that it wishes to sell and undertakes to report any instance of unauthorized use of the Merchandise or the DSO Management Area. The Program Participant fully understands and accepts that the liability for any lapse in this regards shall be borne solely by the Program Participant.

3.4The Program Participant shall be responsible for maintaining their Program Participant ID and Password. DSO shall not be responsible for any loss and misuse of the same by a third party.

3.5The Program Participant fully understands and accepts that Merchandise shall only be exhibited on the Website once the Program Participant agrees to upload a detailed catalogue of the Merchandise which contains images and information concerning the Program Participant or the Merchandise.

3.6The Program Participant shall be given designated pages which shall include the account and the display page. They shall be referred to as “Program Participant DSO” and the “Program Participant Pages,” respectively which shall be accessible to the Program Participant from the website.

3.7The Program Participant shall upload the catalogue for their Merchandise at their convenience and quote a sale price as per their expectations. The listed price should account for all shipping, duties, handling, taxes, insurance and service commission charges borne by the Program Participant as well as the service tax on service commission paid by the Buyer. Under no circumstances shall the price be revised upwards once the contract of sale has been executed. Further, DSO shall not be liable for any unforeseeable overhead cost that the Program Participant might have to incur.

3.8The Program Participant shall be responsible for paying any applicable tax.

3.9Merchandise may be added or removed from the DSO Management Area, at the discretion of the Program Participant and subject to the terms of this Agreement. The Program Participant agrees and acknowledges that the Website or the DSO Management Area shall not be used for any of the following activities stated herein under:
(i)as storage for remote loading for another website, whether internal or external to the Website;
(ii)to link to any website that violates the Content Policy of DSO
(iii)to solicit for advertisers or sponsors
(iv)to conduct raffles or contests of any type; or
(v)to display a sponsorship banner of any kind, including those that are generated by banner or link exchange services.; and

(vi)any other use that DSO in its sole discretion deems to be adverse to its business or reputation. The Program Participant also acknowledges that the list given above is not exhaustive and any activity by the same that is contrary to DSO’s principles or harmful to DSO’s reputation shall be removed from the DSO Management Area.

Notwithstanding the foregoing, the Program Participant may display on other websites owned or controlled by the Program Participant, images of the merchandise, that are hosted by DSO if they link solely and directly into the DSO Management Area.

3.10The Program Participant shall not include in the DSO Management Area or in any of Merchandise any information intended to lead to sales of listed items outside of the DSO Management Area. This includes, inter alia external email addresses, telephone numbers, external website addresses, trade names that feature .com, .net and similar domain extensions, references to Google and/ or other similar references, or references to alternative channels through which the Program Participant’s Merchandise may be purchased.

3.11The Program Participant is responsible for the accuracy of the details of Merchandise which shall include but is not limited to the specification of the material used. In case of any artwork the Program Participant undertakes to provide with information which includes but is not limited to contact details, profile, information, messages and commentary, the accuracy and the proprietary of the same.

3.12 In the event of any complaint by the Buyer, the Program Participant shall be liable to repurchase the same from the Buyer at twice the price at which the merchandise was sold to the Buyer.

3.13DSO undertakes to maintain Websites for the purpose of retailing Merchandise of the Product Participants. However if due to any unforeseeable event the Website has to discontinue its operations then DSO undertakes to notify the Product Participant within two working days and cancel all the outstanding orders for purchase of Merchandise. DSO also undertakes to remit all outstanding payment to the Program Participant within seven working days after deducting the amount due to DSO.



SECTION 4: Content Policy

4.1The Program Participant shall be solely responsible for all its Merchandise sold and or distributed by the Program Participant through the Channels as specified by this Agreement or in the name of the Program Participant’s account (which shall include but is not limited to all Merchandise and all the aspect thereof) and the accuracy and propriety of the same.

4.2DSO has the right, but not the obligation, to screen all Program Participant Content for compliance with its Content Policy, to prevent Merchandise from appearing on the DSO Management Area or to remove Merchandise that already appear on the DSO Management Area, for any reason.

4.3The Program Participant acknowledges that the factors determining whether Merchandise fall within the Content Policy may be subjective and DSO shall determine in its sole discretion whether Merchandise adhere to the Content Policy. 4.4The Program Participant acknowledges and accepts that DSO assumes no liability of any sort with respect to purchase of Merchandise as the purchase is essentially a click and buy model.

4.5The Program Participant undertakes that all elements of Merchandise comply with the Content Policy. No element of the merchandise shall:
(i)violate any applicable law, rule or regulation (including, but not limited to, laws relating to false or deceptive advertising);
(ii)violate, misappropriate or infringe upon any intellectual property right or other right of any third party (including, but not limited to, contractual rights, trademark rights, copyrights, design, drawing, trade secrets, moral rights, or rights of privacy or publicity)
(iii)not be subject matter of dispute and that there shall be no legal proceedings pending against it.

4.6The Program Participant agrees not to post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, software viruses, political campaigning, commercial solicitation, mass mailings, “junk mail,” “spam,” “chain letters,” or “pyramid schemes” or other such solicitations.

4.7The Program Participant agrees not to post any Merchandise that is false, inaccurate, misleading, illegal, obscene, threatening, defamatory, invasive of privacy or otherwise objectionable or injurious to third parties.

4.8The Program Participant shall neither stalk or otherwise harass any other Program Participant nor collect or store personal data about other Program Participant except as specifically authorized by them. The Program Participant shall not upload, post or otherwise transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

4.9The Program Participant expressly undertakes the following: (i)That the Program Participant is the proprietor of Merchandise and is authorized to sell the same
(ii)That the Program Participant is a bonafide seller of Merchandise and is capable of entering into a lawful contract with DSO and the Buyer.

4.10Notwithstanding anything contained herein, the Program Participant shall be solely responsible for the breach of any representation and undertaking regarding the authenticity of the Merchandise and agrees to indemnify DSO regarding any loss or damage, financial or otherwise that it may suffer as a result of such misrepresentation including but not limited to legal proceedings, defamatory actions.

4.11In the event that the Merchandise intended for sale by the Program Participant is an infringing product, DSO shall under no circumstances be made responsible for the same.



SECTION 5: Orders

5.1Once an order is placed on the Website, the Program Participant is required to courier ordered Merchandise within 3 working days of DSO having received the payment from the Buyer and the website informing the Program Participant of the same by email. All shipping/courier charges will be borne by the Program Participant. The Program Participant must use only reputed courier services to deliver Merchandise which shall be appropriately packed by the Program Participant so that there is no damage to Merchandise. Merchandise shall be delivered directly to the Buyer by the Program Participant.

5.2In the event that the Program Participant no longer has the ordered Merchandise in his/her possession, or is unwilling to execute the sale, or has furnished wrong details about Merchandise which gets revealed post the confirmation of a sale, DSO reserves the right to cancel the Program Participant’s membership to this service. Alternately, and without prejudice to the foregoing, DSO may, at its absolute discretion, seek to commence legal proceedings to ensure execution of the contract of sale.

5.3The Buyer shall deposit the requisite payment for the purchase of Merchandise with DSO who shall then forward the requisite payment to the Program Participant after deducting a service commission of _____% and a service tax of _____% to DSO. The amount receivable by the Program Participant shall be the listed price given by the Program Participant less the service commission + Service tax on service commission. The Program Participant shall forward Merchandise along with an invoice to the Buyer for the amount already deposited with DSO.

5.4In the event the ordered Merchandise received by the buyer is in an unsatisfactory and/ or damaged condition, Merchandise may be returned to the Program Participant in an 'as is' condition. In such a case the Program Participant shall refund the payment to the customer and cancel the order. The cost of shipping the merchandise back to the Program Participant shall be borne by the Program Participant, and will be deducted from future payments due to the Program Participant from DSO. If a Program Participant repeatedly gets complaints of damage from the customers, DSO reserves the right to terminate the membership of the Program Participant. However, the Buyer cannot return the ordered Merchandise on the grounds that the Buyer did not like it.

5.5DSO is not obligated to provide any prior intimation of sale to the Program Participant or have a discussion between the Program Participant and the Buyer because it is a click and buy model. Any Merchandise posted by the Program Participant on the Website is assumed to be available with the Program Participant for sale, at the price mentioned by the Program Participant and available of being shipped in the shipping condition mentioned by the Program Participant as and when a sale takes place.

5.6Placing Merchandise on the Website by the Program Participant constitutes an irrevocable acceptance of these terms and conditions by the Program Participant. DSO provides a platform for the sale of Merchandise to the Buyer. The Program Participant shall be informed of the sale of Merchandise by email or phone. Unless rescinded/ cancelled by DSO within 10 working days of the Buyer placing the order on account of a default of payment by the Buyer, such acceptance results in the sale of Merchandise.

5.7DSO shall not be responsible for any charges that may be levied at any destination in India or overseas.



SECTION 6: Risk

6.1All responsibility for Merchandise shall remain with the Program Participant subject to risk passing to the customer upon delivery.

6.2The Program Participant also agrees to the risk that might arise when the contract is in existence and accepts the same.

6.3 The Program Participant shall maintain adequate insurance in respect of all claims arising out of any defects in Merchandise.

6.4Under no circumstances shall DSO be made liable for losses that the Program Participant might incur due to the risk taken by the Program Participant while the contract was still in existence.

SECTION 7: Title 7.1DSO acknowledges that the Program Participant has created Merchandise and possesses unencumbered title to all Merchandise consigned by it to DSO under this Agreement.

7.2Program Participant acknowledges that DSO shall use Merchandise for advertisement, display Program Participant’s catalogues for the promotional purposes.



SECTION 8: Indemnity

8.1The Program Participant (whether or not this Agreement has expired or been terminated) shall at all times indemnify DSO and keep the same fully indemnified from and against any actions, claims, proceedings, loss, costs, expenses (including but not limited to costs, loss profits, consequential damages and expenses in defending such a matter and its proper compromise) and demands arising directly or indirectly out of or incidental to or in connection with any breach by or on behalf of the Program Participant of its obligations under this Agreement.

8.2The Program Participant undertakes to indemnify DSO against any dispute, legal action or proceedings of any nature between the Program Participant and the Buyer or the Program Participant and any gallery, organization, institution that the buyer may be affiliated to.

8.3The program participant undertakes to indemnify DSO against any claims arising out of intellectual property violation made by the third party.



SECTION 9. Confidentiality

9.1Both the parties agree that employees and agents of either of the Parties and all the employees and agents of companies owned or controlled by either of the Parties shall not at any time use in an unauthorized manner or disclose, or permit the disclosure, to any third party of any confidential information in relation to the merchandise any of the Program Participant’s trade secrets or any confidential information relating to the Program Participant’s business and both the parties shall, at their own expense, take all reasonable steps to prevent such unauthorised use or disclosure.

SECTION 10. Termination

10.1 This Agreement may be terminated without prejudice to any rights or liabilities of either party which may have accrued prior to the date of such termination by:

(i)The Program Participant giving BLD not less than 2 weeks notice to this effect or BLD giving notice to the Program Participant not less than two months notice to this effect.

(ii) Immediately upon either party giving written notice or email from the official email id to the other party to this effect following a breach by that other party of any of the provisions of this Agreement which:

(a)shall not have been remedied within 30 days of notice requiring such breach to be remedied having been given to the party in breach where such breach is capable of being remedied; or (b) cannot be remedied;



SECTION 11. Effect of Termination

11.1 Upon termination of this Agreement for whatever reason the Parties shall forth with:

(i)Cease to use any trade marks, trade names or documentation of either of the Parties;
(ii)Discontinue all actions and representations from which it might be inferred that any connection or relationship whatsoever exists between the Program Participant and BLD. Notwithstanding the terms contained herein, BLD reserves the right to display the merchandise which have already been sold prior to the termination of the Agreement.


SECTION 12. Miscellaneous

12.1Nothing contained in this Agreement shall constitute either party to be an employee or agent of the other party.

12.2This Agreement (together with any documents referred to herein) represents the entire agreement between the parties in relation to the subject matter of this Agreement and supersedes any previous agreement whether written or oral between the parties in relation to that subject matter. Accordingly, all other conditions, representations and warranties which would otherwise be implied by law or otherwise shall not form part of this Agreement.

12.3If any provision or any part of any provision of this Agreement shall be held to be illegal or unenforceable, the enforceability of the remainder of this Agreement shall not be affected.

12.4No delay in exercising or non-exercise by either party of any of its rights under or in connection with this Agreement shall operate as a waiver or release of that right. Rather, any such waiver or release must be specifically granted and shall:
(i)be confined to the specific circumstances in which it is given;
(ii)not affect any other enforcement of the same or any other right; and
(iii)unless it is expressed to be irrevocable be revocable at any time in writing.

12.5The rights and remedies of each party under this Agreement are cumulative and not exclusive of any rights or remedies of that party. Each party may exercise each of its rights as often as it thinks necessary.

12.6This Agreement shall be binding upon and ensure for the benefit of the successors of each of the parties.

12.7If either Party is affected by Force Majeure it shall promptly notify the other Party of the nature and extent of the circumstances in question. Neither Party shall be deemed to be in breach of this Agreement, or otherwise be liable to the other, for any delay in performance or the non-performance of any of its obligations under this Agreement, to the extent that the delay or nonperformance is due to any Force Majeure of which it has notified the other Party, and the time for performance of that obligation shall be extended accordingly.

12.8 Each party shall bear its own costs arising out of or in connection with the preparation, negotiation and implementation of this Agreement.

12.9In the event that a dispute arises out of or in connection with the validity, interpretation or implementation of this Agreement, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations. If the dispute is not resolved in this manner within 20 calendar days after the commencement of discussions by notice from one Party to the other Parties or such longer period as the Parties agree to in writing at that time, then any Party may refer the dispute to a single arbitrator acceptable to both the Parties and failing agreement, it shall be nominated by High Court of Judicature at Delhi. The arbitration proceedings shall be held in Delhi, India in English language under and in accordance with the Arbitration and Conciliation Act, 1996 or any statutory modification or re-enactment thereof for the time being in force. The arbitration proceedings will be conducted in English. The matters pertaining to Arbitration shall be kept in confidence. Each party shall bear its own costs and expenses of Arbitration.

12.10Each party irrevocably agrees to submit to the exclusive jurisdiction to the Courts of New Delhi over any claim or matter arising under or in connection with this Agreement and waives any objection to proceedings in such Courts on the grounds of venue or on the grounds that the proceedings have been brought in an inconvenient forum. Any dispute arising out of the terms of this Agreement is to be settled in accordance with Indian laws.

12.11Any notice and other communications provided for in this Agreement shall be in writing and shall be either transmitted by email, facsimile transmission or by recognized courier service, on the addresses mentioned at the beginning of this Agreement.

12.12All notices shall be deemed to have been given validly on:

(i)the date immediately after the date of transmission with a facsimile confirmation or by e-mail, if transmitted by facsimile /e-mail transmission, or;
(ii)the date of receipt, if transmitted by courier/registered or speed post.

12.13No modification or amendment to this Agreement and no waiver of any of the terms or conditions hereof shall be valid or binding unless made in writing and duly executed by both the Parties.
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