THE FOLLOWING DESCRIBES THE TERMS UNDER WHICH YOU MAY PARTICIPATE IN THE ABTURE MARKETPLACE AS A RETAILER. The terms of this agreement (the "Agreement") apply to the services (the "Services") provided by Abture Technologies Pvt Ltd ("us", "our" or "Abture") to a retailer ("Retailer") using Abture's electronic marketplace (the "Abture Marketplace"). The terms of this Agreement will govern the relationship between you ("you" or "your") and us and in relation to your participation as a Retailer of products and/or services in the Abture Marketplace. Some of the Services provided to you are detailed at http://www.abture.in

BY COMPLETING THE REGISTRATION PROCESS AND CLICKING THE "I AGREE" BUTTON, YOU:
(a) agree to be bound by the terms of this Agreement and
(b) represent and warrant to Abture that you are either an individual 18 years old or older or some other legal entity entitled to operate a business in the Abture Marketplace.

In addition to this Agreement, there are certain other documents that will govern the relationship between you and Abture. These include the Marketplace Rules and the Privacy Policy. These are described below.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE "I AGREE" BUTTON.

Abture may amend this Agreement, the Marketplace Rules and the Privacy Policy at any time by updating and posting a new document in place of the old one. These changes may include, without limitation, changes to the terms, applicable fees and changes to various policies and guidelines described in the document. Abture will inform you when one of these documents has been amended by providing notice to you. The method of providing notice to you is set out elsewhere in this Agreement. The amended document will automatically be effective when you receive notice that the document has been amended unless the notice specifies a later effective date. Your continued participation in the Abture Marketplace as a Retailer following the posting of the amended document and notice shall mean that you accept the terms of that document, as amended. If you do not agree with any of the terms in the amended document then you shall discontinue your participation in the Abture Marketplace, which shall be your sole remedy.

REGISTRATION

You will be solely responsible for the development, operation and maintenance of your website, including without limitation, all software and hardware required to operate your website, a connection to the Internet and bandwidth costs.

You are solely responsible for all material that appears on your website other than those portions which are part of the Abture Marketplace.
You are responsible for ensuring that your website and any related products or services meet the requirements of this Agreement and the Marketplace Rules. You acknowledge that Abture may pre‑screen your website and any other products or services you provide at your website to ensure that they meet all requirements.

You shall conduct yourself in a professional and courteous manner in relation to your website and the sale of any product or service. You shall not conduct yourself in any manner, including without limitation, sending of unsolicited mail or spamming any Internet bulletin board, which may have the effect of damaging the goodwill associated with the Abture Marketplace or creating any negative views of the Abture Marketplace, all as may be determined by Abture in its sole discretion.

Abtures acceptance of your website into the Abture Marketplace does not create any express or implied approval of your website nor does it indicate that the website complies with the terms of this Agreement. Abture shall have the right (but not the obligation) in its sole discretion to refuse or remove your website if it believes it does not meet the requirements of this Agreement and the Marketplace Rules.

YOUR RETAILING SERVICES

You are responsible for integrating the Abture Marketplace into your website in accordance with the instructions provided by Abture. You are responsible for reviewing the description of all Abture Marketplace products and services that you list on your website to ensure that your product and service descriptions and product catalogue appear to be accurate.

If you wish to discontinue distributing any Abture Marketplace product or service through your website you may do so instantaneously. At the same time, suppliers may discontinue a product or service without notice.

You represent and warrant that you have full power and authority under all relevant laws and regulations, including all required governmental licenses and permits, to integrate the Abture Marketplace into your website and to offer for sale the Abture Marketplace products and services that you offer through your website.

We will process any Abture Marketplace product or service ordered by a customer from your website. However, we reserve the right to reject any order that does not comply with the requirements that we may periodically establish from time to time, including, without limitation, credit worthiness. We will be responsible for ensuring all aspects of order processing and fulfillment including such items as payment processing, cancellations, returns and customer service matters. In accordance with the way the Abture Marketplace operates, a third party supplier will be responsible for fulfillment and delivery of the product or service.

Abture has set up a dispute resolution mechanism to assist in the resolution of any disputes that may occur between suppliers, Retailers and/or purchasers of a product or service. The details of the dispute resolution mechanism can be found at www.abture.in .
The dispute resolution mechanism is merely there to assist in the resolution of disputes between suppliers, Retailers and/or purchasers. As such, there is no guarantee that it will resolve a dispute or that any resolution of a dispute will be satisfactory to all parties. As such, Abture shall have no liability in the event a dispute is not resolved or is not resolved to your satisfaction.

PAYMENT FOR PRODUCTS AND SERVICES

For any Abture Marketplace product or service purchased by a visitor to your website who purchases the product or service through the Abture Marketplace, Abture will pay you the full amount of the difference between the price you set out as the retail price for the product or service and the total of the listed wholesale price, Payment processing charges and shipping charges. Abture will mail a cheque for this amount on the last day of the month which is 60 days following the sale. We may set a minimum amount before a cheque is mailed to you. A cheque for the full amount due to you will be mailed to you. You will not be paid any amount for any returned products or cancelled orders.
To ensure accurate tracking, reporting and payment, you must ensure that the Abture Marketplace has been properly integrated into your website in accordance with the instructions. We will not be liable to you in the event you fail to properly integrate the Abture Marketplace into your website.

We have no obligation to pay you and may withhold any payment that we believe results from any sales or activity in breach of the terms of this Agreement or the Marketplace Rules or resulting from fraud.

TAXES, CUSTOM DUTIES AND BROKERAGE FEES

CONDUCT
In addition to the restrictions set out in the Marketplace Rules, you shall not, in relation to the Abture Marketplace or on your website, publish, link to, provide, offer to provide, sell, offer to sell or otherwise deal in any information, material, content, product or service which:
(a) is obscene or contains pornography of any kind;
(b) infringes or potentially infringes any third party intellectual property or proprietary rights including without limitation, copyright, patent, trademark, trade secret, right of publicity or privacy;
(c) is stolen property including "pirated" software or music;
(d) is unlawful, threatening, abusive, harassing, tortuous, vulgar, hateful or is racially or ethnically offensive;
(e) is defamatory or libelous of any person or organization; or
(f) is harmful or potentially harmful including, without limitation, that which places any person's health or safety at risk, places the integrity or security of any computer system at risk or distributes any virus, Trojan horse, worm, time bomb or other harmful or invasive computer program;

In addition to the restrictions set out in the Marketplace Rules, you shall not, in relation to the Abture Marketplace:
(a) without the consent of the third party, purchase, register or use any domain name, keyword, search term or other identifier that includes or incorporates a trademark of the third party for use in association with your website, with any search engine, portal, advertising service or other search or referral service or otherwise;
(b) use the Abture Marketplace or any Abture website or your website to commit any dishonest act, act of fraud or any act which infringes any right of a third party;
(c) conduct yourself in any manner which does or which is intended to deceive anyone in relation to anything, including, in relation to ownership, authority or source;
(d) make available or send any unsolicited or unauthorized advertising, promotional material, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation, except in those areas of the Abture Marketplace that have been designated for such purpose; or
(e)undertake any activity which creates liability, loss or damage or potentially creates liability, loss or damage to Abture or any other participant in the Abture Marketplace.
You agree to comply with all Indian governmental laws, rules, regulations and orders that apply to your activities, including but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, consumer protection, unfair competition, discrimination, false advertising, content, sales, mail‑order, commerce and e‑commerce laws and regulations. You are responsible for determining which laws and regulations apply to you and that your participation in the Abture Marketplace complies with those laws and regulations.
You agree not to use any spider, robot or other automatic means to search or monitor the content of any Abture website or the Abture Marketplace. You agree that you shall not use any automatic means, including software, to interfere with or attempt to interfere with any Abture software, website or the Abture Marketplace or their use by any other participant. You agree not to cause any unreasonable burden or load on any Abture software, computer systems or the Abture Marketplace or the software or computer system of any other participant in the Abture Marketplace.
You may not in any way modify, redirect, suppress or substitute the operation of any portion of the Services or the Abture Marketplace.
Other than integrating the Abture Marketplace into your website, you may not post or serve any advertisements or promotional content promoting the Abture Marketplace without our consent.

RELATIONSHIP WITH SUPPLIERS
Unless, you had a relationship with the supplier prior to using the Abture Marketplace, during the term of this Agreement and for a period of 1 year thereafter, you shall not establish or participate in a drop ship relationship outside of the Abture Marketplace with any supplier that has listed products or services through the Abture Marketplace.

USERID AND PASSWORDS
On registration, you will receive a userid and password to enable you to access and use the Services. You agree to keep your userid and password confidential and secure. You shall immediately notify Abture of any unauthorized use of your userid and password as soon as you become aware of the same. Abture shall not be liable, in any way, for any loss or damage of any kind or nature suffered by you or any third party due to access to the Abture Marketplace as a result of someone obtaining your userid and password directly or indirectly from you. You are responsible for all activities that occur on the Abture Marketplace through the use of your userid and password when your userid and password is obtained directly or indirectly from you, whether or not such use was authorized.

TRANSACTION INFORMATION
We will keep information on our servers relating to each transaction for at least 6 months after the transaction is complete. We may delete such information at anytime thereafter.
Upon termination of this Agreement, Abture reserves the right to permanently delete all of your account information and all information relating to any transactions that you have been part of.
Abture accepts no liability for such deleted information.
You acknowledge that, by participating in the Abture Marketplace, we may receive information from or about visitors to your website. Your participation in the Abture Marketplace constitutes your specific and unconditional consent to and authorization for us to collect, receive, store, use and disclose all such information, consistent with the policies and procedures set forth in the Privacy Policy.

INTELLECTUAL PROPERTY
Abture has certain protectable proprietary rights in the Abture Marketplace, its software and websites, including copyrights and trademarks. You may not reproduce, duplicate, modify, copy, publish, republish, transmit, sell, resell, create derivative works, display or in any way exploit any content contained in the Abture Marketplace or a Abture website except as may be specifically contemplated by this Agreement or another Abture document.
Except for the limited license rights set out herein, no other rights in or to any Abture technology or intellectual property is transferred or granted to you and all right, title and interest in and to Abtures technology and intellectual property shall remain the sole property of Abture.
You agree that you will not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive any source code or other trade secret of Abture.
Except as specifically permitted in this Agreement or the Marketplace Rules, you shall not use any trademark of Abture, including "Abture", "AbturePay" or any name of a Abture product or service, without the prior written consent of Abture.

CONFIDENTIAL INFORMATION
Abture acknowledges that it will be collecting certain confidential information relating to you and transactions that you are involved in and transactions your website visitors are involved in, including, account information, payment information and products and services ordered. You agree and acknowledge that certain aspects of our business will be our confidential business information.
Therefore, each party agrees to treat the confidential business information of the other party as confidential information. In that respect, each party shall be bound by an obligation of confidence to the other in respect of that other partys confidential information. Therefore, a party (a) shall not disclose, either directly or indirectly, any such confidential information to any person except as specifically contemplated in this Agreement; and (b) shall not deal with, use, develop or exploit, either directly or indirectly, any such confidential information for any purpose except as specifically contemplated in this Agreement.
Each party shall take all reasonable precautions and actions to prevent the disclosure to any third party of any confidential information of the other party.
Notwithstanding the foregoing, you grant to Abture a license to use any information relating to you and the transactions you have been involved in and transactions your website visitors are involved in to assist Abture in developing and enhancing its products and services and the Abture Marketplace. This may include market analysis and strategic planning. As well, Abture shall be entitled to collect, use and disclose this information as needed to manage the relationship between the parties. Further, we may use and disclose this information to respond to a claim that you have infringed the rights of a third party and to otherwise comply with all legal requirements.

INDEMNIFICATION
You agree to indemnify and hold harmless Abture, and its parents, subsidiaries, affiliates and other partners, officers, directors, employees and agents, from any claim or demand, including reasonable attorney fees, made by any third party due to or arising out of your participation in the Abture Marketplace, your products or services, your breach of this Agreement, the Marketplace Rules or the Privacy Policy, your breach of any law or regulation or your breach of any right of a third party including without limitation, privacy, trademark, copyright or patent.

DISCLAIMER OF WARRANTIES
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICES AND THE ABTURE MARKETPLACE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ABTURE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE INCLUDING ALL WARRANTIES AND CONDITIONS THAT ARE IMPLIED BY STATUTE. IN PARTICULAR, YOU ACKNOWLEDGE AND AGREE THAT ABTURE SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE ABTURE MARKETPLACE AND RELATED SOFTWARE WILL OPERATE UNINTERRUPTED, TIMELY, SECURE AND ERROR‑FREE AND THAT ALL ERRORS WILL BE CORRECTED.
NO ACTIVITY OF ANY EMPLOYEE OR AGENT OF ABTURE NOR SHALL ANY INFORMATION OR DOCUMENT OBTAINED FROM OR THROUGH ABTURE SHALL OPERATE TO AMEND OR AUGMENT THE WARRANTIES SET OUT HEREIN.

LIMITATION OF LIABILITY
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCE SHALL ABTURE OR ANY OF ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE ANY LIABILITY, UNDER ANY LEGAL THEORY WHATSOEVER, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWSOEVER ARISING, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL OR DATA EVEN IF ABTURE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS, WHETHER RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR ANY ERROR, DEFECT, OMISSION OR DELAY IN THE OPERATION OF THE SERVICES, OR OTHERWISE.
IN ALL OTHER CIRCUMSTANCES, ABTURES LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED Rs.5000.00.
YOU AGREE AND ACKNOWLEDGE THAT THE DISCLAIMERS OF WARRANTIES AND THE LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT CONSTITUTE AN ESSENTIAL TERM OF THIS AGREEMENT AND THAT THE AMOUNTS PAYABLE BETWEEN THE PARTIES REFLECT ABTURES RELIANCE ON SUCH TERMS.

SECURITY
The security mechanisms incorporated in the Abture Marketplace and related software have security limitations. In particular, you agree and acknowledge that applications, systems and data which are made available over the Internet are inherently insecure against motivated individuals and Abture shall have no obligation or liability for any breach of same.

TERMINATION
The provisions of this Agreement shall remain in effect starting from when Abture provides notice to you that you have been accepted as a Retailer until terminated as provided herein. If you wish to terminate the Services you must login to your account and follow the instructions to close your account. Termination by you will not be effective by any other means including notice by mail, email or phone. Abture may terminate this Agreement with you or terminate your Services at any time upon notice to you. Except as specifically set forth in this Agreement, neither party will be liable to the other for any termination of Services or this Agreement.
In addition to any other right to terminate as set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the same; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership or liquidation for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership or liquidation for the benefit of creditors, if such petition or proceeding is not dismissed within ninety (90) days of filing.
Upon the termination of this Agreement for any reason, you will immediately cease using, and remove from your website, all links to the Abture Marketplace, all of our trademarks and logos and all other Abture material.
On termination of this Agreement by either party, you will be paid all amounts that you have earned to the day of termination. Abture, however, may withhold final payment for a reasonable period to ensure that the correct amount is paid, in anticipation of any cancelled orders or returned products.
The provisions set out in the sections entitled Disputes, Relationship With Suppliers, Intellectual Property, Privacy, Confidential Information, Indemnification, Disclaimer of Warranties, Limitation of Liability, Applicable Law and Forum and Arbitration will survive any termination or expiration of this Agreement for whatever reason.

COMMUNICATION AND NOTICE
It is a requirement for the ongoing participation in the Abture Marketplace that Abture be able to communicate with you from time to time. Abture may affect any notices contemplated under this Agreement by sending an email to the email address set out in your account information. In the event Abture sends an email communication to that email address you will be deemed to have received that email communication. You are solely responsible for ensuring that the email address provided in your account information is active and that you are capable of retrieving all email sent to that email address. Abture may also provide notice to you during your login to your Abture account. You may send a notice or other communication to Abture be emailing Abture at info@Abture.com. For certain communications, Abture reserves the right to require that the communication be sent by register mail to the following address: No.42,VGP Amutha Nagar, Maduravoyal, Chennai - 600095
You agree that you must obtain the prior written consent of Abture to any and all press releases and all other public announcements relating to your relationship with Abture. Abture reserves the right to withhold the approval of any such press release or public announcement in its sole discretion.

APPLICABLE LAW AND FORUM
The construction, validity, performance of this agreement shall be governed with respect by the laws of India including Information Technology Act, 2000 and its regulations.

ARBITRATION
      Any dispute regarding the interpretation or performance of any term in the presents shall be resolved in the following manner:
   1. The two parties shall conduct negotiations in good faith and with the sole aim of resolving the dispute on good terms.
   2. If a mutual agreement cannot be reached within 10 days after the commencement of such negotiations, both the parties shall be free to refer such dispute to Arbitration.
   3. A sole Arbitrator will be mutually appointed to resolve such disputes, as cannot be resolved by mutual agreement.
   4. If no agreement is reached between the two parties, as to the appointment of an Arbitrator, either party can file an arbitration petition in the Arbitration Court under the Arbitration and Conciliation Act, 1996.
   5. Arbitration proceedings shall be conducted in Chennai and the language of the arbitration shall be English.

 FORCE MAJEURE
Neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, an act of war, terrorists or God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet, provided that the delayed party: (a) gives the other party prompt notice of the delay, and (b) uses its commercially reasonable efforts to correct such failure.
If Abture is unable to provide the Services for a period of thirty (30) days or longer as a result of a continuing force majeure event, you may terminate this Agreement. However, in any event, Abture shall have no liability for any loss or damage arising as a result of a Force Majeure event.

ASSIGNMENT
This Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Abture may assign its rights and obligations under this Agreement to a third party. You may only assign your rights and obligations under this Agreement to a third party as part of the sale of all or substantially all of the business that makes use of the Services, provided, the purchaser provides notice in writing (mailed to Abtures mailing address set out in the section relating to notice) that they agree to be bound by the terms set out in this Agreement and such third party updates all account information immediately after such assignment.

RELATIONSHIP
This Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between you and Abture. Except as otherwise expressly provided herein, neither you or Abture shall have any right or power to bind the other or incur obligations on behalf of the other without the other's prior written consent.

INTEGRATION AND SEVERABILITY
This Agreement constitutes the entire agreement between you and Abture governing your use of the Services and your participation in the Abture Marketplace. This Agreement supercedes all other prior agreements between you and Abture including, without limitation, any prior versions of this Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable the remaining provisions of this Agreement shall remain in full force and effect.