This Seller Participation Agreement (“Agreement”) states the terms and conditions under which all living or non-living entities (hereinafter referred to as the “Sellers”), who list on the Uniform Resource Locator (i.e., URL) address of Labify.in,owned by Samviti Private Limited, (hereinafter referred to as the “Labify”) on the World Wide Web or the Internet,also known as www.Labify.in (hereinafter referred to as the “Site”), agree to operate. As used in this Agreement, "you" or "your" refers to each entity or person(s) subscribing to, using or accessing the Site, directly or indirectly, for the purpose of selling goods and or services; "we", "us", or "our" refers to Labify and any agent of, independent contractor hired by, designee of, or assignee of Labify. Definitions. As used in this Agreement, the following terms have the following meanings: “Affiliate” means any entity who accesses the Site directly or indirectly on the behalf of the Sellers or using the Sellers’ information to access the Site to perform any activity. “Fees” means the amount of money paid to Labify by the Sellers and or the Sellers’ Affiliates for accessing and using of the Site. This Agreement governs your use of the Site, including all of its content and its services (the “Services”). To access the Site and/or use the Services to sell goods or services (collectively “Products”), you must accept the following terms and conditions of this Agreement without change. BY REGISTERING AS A SELLER OR USING THE SERVICES OF THE SITE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT. ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE INTO THIS PARTICIPATION AGREEMENT. Labify reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or the Services, at any time and at its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING Labify’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, YOU MUST DISCONTINUE USING THE SITE AND THE SERVICES IMMEDIATELY AND PAY ANY OUTSTANDING BALANCE OWED TO COMMON PEOPLE SERVICES WITHIN THIRTY (30) DAYS OF TERMINATING YOUR USE.

1. Eligibility. You must be legally capable of entering into contracts and assuming contractual obligations to use the Site and the Services. Minors are not allowed to use the Site or the Services. During registration, you must provide your real name, address, phone number, e-mail address, your correct/legal age, and any other required information and data. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the State in which your business is registered and that you are registering for the Services within such State; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and (c) you are currently in compliance with all applicable laws and regulations, and applicable license requirements, including, but not limited to, food, drug or medicine, cosmetics, and farm goods license requirements, and will immediately terminate your use of the Site if at any time you fail to comply with an applicable law or regulation.

2. Sellers' Listing Fees and Payment Terms. The fees described in this section that are in effect on the date a Product is sold shall govern the transaction. All fees are payable upon demand via a form of payment accepted/proposed by Labify. By accepting the terms of this Agreement and using the Site, you authorize Labify to charge you subscription fee and transaction fee,when a sale is made through Labify.Amount you owe is described in the Fees (2.a) section of this document. In the event that Labify is unable to receive an automated payment from you, your account may be automatically disabled and an additional fee may apply for reinstating your membership.

a. Fees. Labify offers various subscription options, some of which may or may not charge a fee to list your Products on the Site. This fee and any other charges will vary from seller to seller and will be clearly mentioned in contract document. Labify reserves the right to change these fees anytime in the future. In such an event, if it impacts your current membership, you will be given advance notice, and the option to terminate your participation.

b. Seller Identity. Labify offers each registered seller a unique identity on Labify as part of the membership package.

c. Participation Fee. To sell Products on the Site, Sellers must agree to pay a Participation Fee to Labify. A Participation Fee may apply on all orders received by Sellers, including orders that were cancelled, failed, or declined as of the last day of the month the order was received. A Participation fee may also include Buyer License Fee based corresponding to buyer licenses or login accounts desired by the Seller. Seller may request an exemption for the Participation Fee with regard to an individual order if the order is cancelled in mutual agreement between the Seller and the buyer. Labify has sole discretion in granting such an exemption and in determining if an order requested for exemption by the Sellers is eligible . The Participation Fee may be composed of any combination of a Percentage Fee, a Transaction Fee, and Buyer License Fee. The Percentage Fee equals a Product Rate multiplied by the order total price of the Product, including shipping, handling, and any additional overhead charges, but not including any applicable taxes. The Transaction Fee equals a Fixed Price per order that is accessed to each Seller with products included in the order. For example, if a given order includes products from two Sellers, Seller 1 and Seller 2, both Seller 1 and Seller 2 will incur a Transaction fee. The Buyer License Fee varies depending on the number of Buyer accounts desired by the Seller. The latest applicable online transaction fees for Labify use can be found here. All listed Membership Fees and Participation Fees are for reference and each Seller may be accommodated under a fee structure unique to the Seller.

d. Online Payment Transactions. Labify may allow Sellers to receive online payments or make online payments on the Site for sale of their products. Many online payments may be administered using a third party application. Unless otherwise specified in this document, online payments administered through third party applications are subject to any Terms and Conditions, which may include any of the third party application provider's dispute resolution policies, associated with the corresponding third party application. For all payments received by the seller on the Site, any fees owed by the seller to Labify must be paid by the due date specified on any statement/invoice sent by Labify. Labify will store Seller's banking information (or other financial information that Labify deems necessary) on the Site when the information is entered into a third party application

e. Seller's Mailing Address. Seller guarantees that any provided address, is valid, accurate, complete, and their own. Seller consents to the Site displaying or depicting any address they provide, including their "Ship to" address. This consent extends to, but is not limited to, textual depictions and graphical depictions on a third party map application, such as Google Maps. Seller further consents to communicating any provided address to third party applications used on the Site.

f. Monthly Statements. Monthly statements may either be emailed or made available to sellers from within their seller account on the Site. Monthly statements will list fees owed by the Seller to Labify; such fees may include Membership, Transaction , and Participation Fees owed to Labify, and will not include any transaction charges imposed by third party payment provider. Payment must be received by the due date listed on the statement, to avoid the seller account being suspended.

g. Cancellation of Orders. Seller may cancel orders for any reason in accordance to the Seller’s own independent Returns Policy and Terms and Conditions. Labify retains the right to cancel orders in cases where it deems appropriate to do so due to service disruptions or other circumstances out of Labify's control. Any cancellation of order through Labify only cancels the status on Labify; Seller is responsible for any other steps required to cancel orders on any third party applications.

h. Disruptions in Service. Labify is not responsible for any damage or loss resulting from a disruption in service, including any disruption that results from a disruption in an Internet Service Provider's service or from the Site being hacked or compromised in any way. Labify shall not provide any compensation as a result of any disruption, and has sole discretion in reimbursing resulting damages. Labify is not responsible for lost sales that may have occurred during any disruption in service. Labify is not responsible for any disruption in service to any third party applications. Labify may at its discretion put forth its best efforts to restore the service upon notification.

3. Applicable Policies and Guidelines. You are required to abide by Labify’s Procedures for Conducting Sales on the Site (the “Procedures”), which are incorporated by reference into, and made part of, this Agreement. The Procedures dictate required transactions processes and set out acceptable conduct and prohibited practices. Labify reserves the right to change these procedures and guidelines at any time, and such changes will be effective immediately upon posting the amended Procedures with or without notice to you. It is your responsibility to regularly refer to, understand, and abide by the Procedures. As a requirement for acceptance by Labify and for ongoing use of the Site, Sellers must maintain all licenses required by law to sell a given Product, and make available such licenses for inspection by Buyers and by Labify, when requested. Further, Sellers must maintain a return policy as applicable, for use of the Site and the Services offered to Buyers. It is fully understood and agreed by Sellers that they are entirely responsible for all their actions while using the Site and performing any activity on the Site. If Sellers make any mistakes on the Site that cause any monetary or other kinds of losses to the Sellers, Labify shall not be held liable for such losses and only the Sellers shall be liable for such losses. Seller agrees that Labify may place limits to Seller's use of the Site prior to the Seller's participation in a Seller Training program selected by Labify. Seller may receive training from third party organizations certified by Labify's approval, or by online courses hosted by Labify. Labify has sole discretion in approving alternate forms of training. Such limitations may include a failure to display seller in the Site's default search results.

a. Labify may terminate service to Seller at any time for non-payment of fees, Seller's communication of inaccurate or invalid information, or inactivity, without any prior notification, unless this document explicitly directs otherwise. Labify may disable Seller accounts that are registered due to inactivity, even if Seller's information is accurate and valid, the product information is accurate and valid, and both the Seller and posting comply with the requirements of this and any other agreement between Seller and Labify. If Seller is a paid member on the Site, Labify will only terminate access for Seller or remove Seller's postings upon violating the terms of this or any other agreement between Seller and Labify.

b. Sellers may hire a third party manager to manage their storefront on the Site only if the third party manager is certified by Labify to manage third party storefronts. Labify will in its sole discretion determine if an individual is eligible for certification to manage third party storefronts.

c. Labify is not responsible and makes no representations as to the validity of any information provided by Buyers or Sellers. Labify does not necessarily agree with any information posted by Buyers and Sellers.

d. The Site may, at time, be unavailable to buyers. Labify shall not be liable for any harm to Seller occurring in connection with such unavailability, including lost sales. Unavailability may occur, for example, as a result of maintenance, hardware and/or software upgrades, security measures, or other reasons at the discretion of Labify. The duration of such unavailability may be any length, but may, in many cases, last a few minutes to two hours. Labify is not required to give any notice of unavailability, but Labify may, at their discretion, give advance notice of unavailability when they able. Labify will attempt to schedule any planned downtime during off peak hours between 12:00 am and 4 am Indian Standard Time.

4. Labify’s Role. Labify provides an online software platform for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions for the sale of goods and services that are not prohibited by the Procedures. Labify is not involved in the actual transaction between Sellers and Buyers. Further, Labify is not the agent of either Sellers or Buyers. Moreover, Labify has no authority with regards to either Buyers or Sellers for any purpose. Sellers may only offer to sell Products on the Site that are lawful and not prohibited to be offered for sale by the Procedures. Under no circumstances may you offer to sell Products or make use on the Site of material that

(a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy);

(b) constitutes libel or slander or is otherwise defamatory; or

(c) is counterfeited, illegal, stolen, or fraudulent. It is the Seller’s responsibility to accurately describe the Products it is offering to sell.

As a Seller, you agree to use the Site and the Services at your own risk. Seller understands that the accuracy of listings on the Site may be dependent on third party utilities whose functionality may be out of Labify's control. Unless explicitly expressed elsewhere in this agreement or another agreement between Seller and Labify, Seller agrees that Labify makes no representation as to the validity and operation of any third party utilities used on which the Site depends, and Labify shall not be held liable for any harm resulting from their operation, malfunction, or non-availability. Labify will make every attempt to keep all functionality with third party applications to be up to date. However irrespective of the reasons for the nonfunctionality, Labify will not be held responsible. Stipulations relating to specific examples of third party utilities are provided below: a. Google Maps; b. Authorize.Net; The examples provided above are illustrative; the provisions of this document apply to any third party utility, and do not expand Labify's potential liability for third party utilities in any way. All map functionality is at least partially dependent on Google Maps, individual Buyers, or individual Sellers. Labify makes no representations or warranties as to the veracity or availability of the map functionality of the Site. Accordingly, Labify makes no representations about the accuracy of driving distance, location, driving time, range calculations, or other data provided on the site dependent on Google Maps, and Labify shall not be held liable for any harm resulting from inaccuracy or non-availability of this data.

5. Rights Reserved by Labify. Labify retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to redesign, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in its sole discretion. Labify may in its sole discretion withhold to investigate, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. Seller's account may be suspended at any time for posting any inaccurate, illegal, abusive, or negative content on the Site, including reviews, private communications, or comments. You agree to immediately stop and/or cancel orders of your Products when instructed to do so by Labify. If you have already transferred your Products to a carrier or shipper before receiving instructions to stop the transaction, you must use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper. You are required to refund any customer (in accordance with this Agreement) that has been charged for an order that Labify stops or cancels.

6. Labify Participation. Employees of Labify and its affiliates are permitted to participate in their personal capacity (i.e., not as Labify employees, representatives, or agents of Labify or its affiliates) in the transactions conducted through this Site (unless they have confidential information about a particular item). Employees of Labify and its affiliates, when participating in any transaction in their personal capacity, are subject to this Agreement and the Procedures as any Buyer or Seller on this Site.

7. Seller Taxes. Seller is expressly responsible for determining whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority. Labify is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. "Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption 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 the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

8. Returns and Refunds. For all of your Products you will provide your customer return and refund policies and accept and process returns, refunds and adjustments relating to your products in accordance with this Agreement and the policies at the time of the applicable order. In any event, at a minimum, your return and refund policies will be at least as favorable as any then current refund policies published on the Site, and applicable to products sold via the Site.

9. Account Security. Your login account may be used to access the various functions provided by the Site. You are solely responsible for maintaining the security of your password. You may not disclose your password to any unauthorized third party and are solely responsible for any use of or action taken under your account on this Site. If your password is compromised, you must change your password immediately and notify Labify of the incident.

10. Illegal Activity a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or provide any other false data. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Labify will cooperate to ensure that violators are prosecuted to the fullest extent of the law. b. Investigation. Labify has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as it deems appropriate. Labify also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. Labify reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable. c. Disclosure of Information. Labify also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Labify’s systems and customers, or to ensure the integrity and operation of Labify’s business and systems, Labify may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

11. Privacy; use of Labify Transaction Information. a. Seller is responsible for reading and accepting the terms of Labify’s Privacy Notice published on The Site, which is subject to change without notice. You should check the Privacy Notice frequently for changes. Labify and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the Site or by any other means. When you use the Services, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers. b. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from Labify or its affiliates (or otherwise) as a result of this Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "Labify Transaction Information"), except you may disclose this information as necessary for you to perform your obligations under this Agreement, 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. The terms of do not prevent you from using other information that you obtain separately from the Labify Transaction Information, even if such information is identical to Labify Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Site user.

12. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. Labify MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED; d. ANY GUARANTEE OR WARRANTY AS TO THE VERACITY OF ANY USER GENERATED CONTENT, INCLUDING ANY USER INFORMATION ABOUT BUYERS OR SELLERS, AND ANY INFORMATION ENTERED BY BUYERS OR SELLERS. e. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND f. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF Labify. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Labify DISCLAIMS ANY AND ALL SUCH WARRANTIES.

13. General Release. BECAUSE Labify IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES THE Labify (AND ITS AGENTS 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

14. Indemnity/Limitation of Liability. a. Indemnity and Defense. You will defend, indemnify and hold harmless Labify and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity. b. Limitation of Liability. THE Labify WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

15. Applicable Law. Any dispute with Labify or its affiliates relating in any way to these terms and conditions or your use of the Services shall be resolved solely and exclusively by binding and confidential arbitration by an arbiter in the Delhi. In the event the binding arbitration clause is not applicable, claims not appropriate for small claims court adjudication shall be adjudicated in a court in Delhi,, and you consent to exclusive jurisdiction and venue in such courts. To the extent you have in any manner violated or threatened to violate Labify’s intellectual property rights, Labify may seek injunctive or other appropriate relief in any state or court in India, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

16. Disputes. Because Labify is not the agent of either Seller or Buyer for any purpose, Labify will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. Labify urges Sellers and Buyers to cooperate with each other to resolve such disputes.

17. Your Grant. By entering into this Agreement and listing an item, you grant Labify a royaltyfree, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Labify and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in nontext form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) 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 standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Agreement will prevent or impair Labify’s right to use without your consent the content and any other materials provided by you, 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). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Labify and its affiliates, and that the use of such materials by Labify and its affiliates will not infringe upon or violate the rights of any third party

18. Termination. Labify, in its sole discretion, may terminate this Agreement, access to the Site or the Services, or any current transaction immediately without notice for any reason. Labify, in its sole discretion, also may prohibit any Seller from listing Products on the Site.

19. Agreement Not to Compete with Labify By utilizing the Site or the Services and the benefits they provide, you agree to not compete with Labify’s business model, which includes, but is not limited to, the Site and the Services, for at least 3 years in India, in which Labify is operating its business model. Competing with Labify in violation of the non-competition agreement, such as by creating and implementing a website providing services similar to the Site, shall subject you to an injunction and liability for lost profits, in addition to all other available legal remedies. Above agreement is also extended to any person you directly know of or who decision is impacted by your use of our services within 3 years period.

20. General Provisions

a. Entire Agreement. This Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notice and Procedures, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. No Agency; Third-Party Beneficiary. Labify is not the agent, fiduciary, trustee, or other representative of you or your company. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Labify, you, and relying Buyers or Sellers.

c. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions

d. No Waiver. Labify’s waiver of any of its rights or remedies described in this Agreement, if any, shall be effective only if the waiver is in a signed writing. No delay or omission by Labify in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Labify’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Labify’s right to subsequently enforce such provision or any other provisions of this Agreement.

This User Agreement (“Agreement”) states the terms and conditions under which all living or non-living entities (hereinafter referred to as the “Users”), who list on the Uniform Resource Locator (i.e., URL) address of Labify.in,owned by Samviti Private Limited, (hereinafter referred to as the “Labify”) on the World Wide Web or the Internet,also known as www.Labify.in (hereinafter referred to as the “Site”), agree to operate. As used in this Agreement, "you" or "your" refers to each entity or person(s) subscribing to, using or accessing the Site, directly or indirectly, for the purpose of procuring goods, services and or to record expenses ; "we", "us", or "our" refers to Labify and any agent of, independent contractor hired by, designee of, or assignee of Labify. Definitions. As used in this Agreement, the following terms have the following meanings: “Affiliate” means any entity who accesses the Site directly or indirectly on the behalf of the Users or using the Users’ information to access the Site to perform any activity. “Fees” means the amount of money paid to Labify by the Users and or the Users’ Affiliates for accessing and using of the Site. This Agreement governs your use of the Site, including all of its content and its services (the “Services”). To access the Site and/or use the Services to procure goods or services (collectively “Products”), you must accept the following terms and conditions of this Agreement without change.BY REGISTERING AS A User OR USING THE SERVICES OF THE SITE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT. ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE INTO THIS PARTICIPATION AGREEMENT. Labify reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or the Services, at any time and at its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING Labify’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, YOU MUST DISCONTINUE USING THE SITE AND THE SERVICES IMMEDIATELY AND PAY ANY OUTSTANDING BALANCE OWED TO COMMON PEOPLE SERVICES WITHIN THIRTY (30) DAYS OF TERMINATING YOUR USE.

1. Eligibility. You must be legally capable of entering into contracts and assuming contractual obligations to use the Site and the Services. Minors are not allowed to use the Site or the Services. During registration, you must provide your real name, address, phone number, e-mail address, your correct/legal age, and any other required information and data. You represent and warrant that: (a) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and (b) you are currently in compliance with all applicable laws and regulations, and applicable license requirements, including, but not limited to, food, drug or medicine, cosmetics, and farm goods license requirements, and will immediately terminate your use of the Site if at any time you fail to comply with an applicable law or regulation.

2. Users' Fees & Details. Labify is completely free for Non-Business Entities and any person/group/Institution as decided/entered into agreement with authorized personnel of Labify,who use it only for procurement purposes.

b. User's Mailing Address. User guarantees that any provided address, is valid, accurate, complete, and their own. User consents to the Site displaying or depicting any address they provide, including their "Ship to" address. This consent extends to, but is not limited to, textual depictions and graphical depictions on a third party map application, such as Google Maps. User further consents to communicating any provided address to third party applications used on the Site.

c. Disruptions in Service. Labify is not responsible for any damage or loss resulting from a disruption in service, including any disruption that results from a disruption in an Internet Service Provider's service or from the Site being hacked or compromised in any way. Labify shall not provide any compensation as a result of any disruption, and has sole discretion in reimbursing resulting damages. Labify is not responsible for lost procurements that may have occurred during any disruption in service. Labify is not responsible for any disruption in service to any third party applications. Labify may at its discretion put forth its best efforts to restore the service upon notification.

3. Applicable Policies and Guidelines. You are required to abide by Labify’s Procedures for procuring on the Site (the “Procedures”), which are incorporated by reference into, and made part of, this Agreement. The Procedures dictate required transactions processes and set out acceptable conduct and prohibited practices. Labify reserves the right to change these procedures and guidelines at any time, and such changes will be effective immediately upon posting the amended Procedures with or without notice to you. It is your responsibility to regularly refer to, understand, and abide by the Procedures. As a requirement for acceptance by Labify and for ongoing use of the Site, Users must maintain all licenses required by law to procure a given Product, and make available such licenses for inspection by relevant authority and by Labify, when requested. Further, Users must maintain a return policy as applicable, for use of the Site and the Services offered by Sellers. It is fully understood and agreed by Users that they are entirely responsible for all their actions while using the Site and performing any activity on the Site. If Users make any mistakes on the Site that cause any monetary or other kinds of losses to the Users, Labify shall not be held liable for such losses and only the Users shall be liable for such losses. User agrees that Labify may place limits to User's use of the Site prior to the User's participation in a User Training program selected by Labify. User may receive training from third party organizations certified by Labify's approval, or by online courses hosted by Labify. Labify has sole discretion in approving alternate forms of training. Such limitations may include a failure to display User in the Site's default search results.

a. Labify is not responsible and makes no representations as to the validity of any information provided by Sellers or Users. Labify does not necessarily agree with any information posted by Sellers and Users.

b. The Site may, at time, be unavailable to Users. Labify shall not be liable for any harm to User occurring in connection with such unavailability, including any delays. Unavailability may occur, for example, as a result of maintenance, hardware and/or software upgrades, security measures, or other reasons at the discretion of Labify. The duration of such unavailability may be any length, but may, in many cases, last a few minutes to two hours. Labify is not required to give any notice of unavailability, but Labify may, at their discretion, give advance notice of unavailability when they able. Labify will attempt to schedule any planned downtime during off peak hours between 12:00 am and 4 am Indian Standard Time.

4. Labify’s Role.Labify provides an online software platform for third-party Users ("Sellers") and buyers ("Users") to negotiate and complete transactions for the sale of goods and services that are not prohibited by the Procedures. Labify is not involved in the actual transaction between Users and Sellers. Further, Labify is not the agent of either Users or Sellers. Moreover, Labify has no authority with regards to either Sellers or Users for any purpose,unless entered into such agreement otherwise. Users may only offer to procure Products on the Site that are lawful and not prohibited to be offered for sale by the Procedures. Under no circumstances may you offer to procure Products or make use on the Site of material that

(a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy);

(b) constitutes libel or slander or is otherwise defamatory; or

(c) is counterfeited, illegal, stolen, or fraudulent. It is the User’s responsibility to accurately describe the Products it is offering to procure.

As a User, you agree to use the Site and the Services at your own risk. User understands that the accuracy of listings on the Site may be dependent on third party utilities whose functionality may be out of Labify's control. Unless explicitly expressed elsewhere in this agreement or another agreement between User and Labify, User agrees that Labify makes no representation as to the validity and operation of any third party utilities used on which the Site depends, and Labify shall not be held liable for any harm resulting from their operation, malfunction, or non-availability. Labify will make every attempt to keep all functionality with third party applications to be up to date. However irrespective of the reasons for the non functionality, Labify will not be held responsible. Stipulations relating to specific examples of third party utilities are provided below: a. Google Maps; b. Authorize.Net; The examples provided above are illustrative; the provisions of this document apply to any third party utility, and do not expand Labify's potential liability for third party utilities in any way. All map functionality is at least partially dependent on Google Maps, individual Sellers, or individual Users. Labify makes no representations or warranties as to the veracity or availability of the map functionality of the Site. Accordingly, Labify makes no representations about the accuracy of driving distance, location, driving time, range calculations, or other data provided on the site dependent on Google Maps, and Labify shall not be held liable for any harm resulting from inaccuracy or non-availability of this data.

5. Rights Reserved by Labify. Labify retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to redesign, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require User not to list, any or all products in its sole discretion. Labify may in its sole discretion withhold to investigate, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. User's account may be suspended at any time for posting any inaccurate, illegal, abusive, or negative content on the Site, including reviews, private communications, or comments. You agree to immediately stop and/or cancel orders of your Products when instructed to do so by Labify. If you have already placed purchase order,before receiving instructions to stop the transaction, you must use reasonable efforts to stop and/or cancel delivery by such carrier or shipper. You are required to intimate Seller (in accordance with this Agreement) that has been charged for an order, that Labify stops or cancels.

6. Labify Participation. Employees of Labify and its affiliates are permitted to participate in their personal capacity (i.e., not as Labify employees, representatives, or agents of Labify or its affiliates) in the transactions conducted through this Site (unless they have confidential information about a particular item). Employees of Labify and its affiliates, when participating in any transaction in their personal capacity, are subject to this Agreement and the Procedures as any Buyer or User on this Site.

7. User Taxes. User is expressly responsible for determining whether User Taxes apply to the transactions and to collect, report, and remit the correct User Taxes to the appropriate tax authority. Labify is not obligated to determine whether User Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. "User Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption 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 the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives

8. Returns and Refunds. For all Products you procure, you will handle returns and refunds as applicable.Labify will have no liabilities pertaining to such returns/refunds/cancellations.

9. Account Security. Your login account may be used to access the various functions provided by the Site. You are solely responsible for maintaining the security of your password. You may not disclose your password to any unauthorized third party and are solely responsible for any use of or action taken under your account on this Site. If your password is compromised, you must change your password immediately and notify Labify of the incident.

10. Illegal Activity a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or provide any other false data. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and Labify will cooperate to ensure that violators are prosecuted to the fullest extent of the law. b. Investigation. Labify has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as it deems appropriate. Labify also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. Labify reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable. c. Disclosure of Information. Labify also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Labify’s systems and Users, or to ensure the integrity and operation of Labify’s business and systems, Labify may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

11. Privacy; use of Labify Transaction Information. a. User is responsible for reading and accepting the terms of Labify’s Privacy Notice published on The Site, which is subject to change without notice. You should check the Privacy Notice frequently for changes. Labify and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the Site or by any other means. When you use the Services, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential Sellers. b. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from Labify or its affiliates (or otherwise) as a result of this Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "Labify Transaction Information"), except you may disclose this information as necessary for you to perform your obligations under this Agreement, 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. The terms of do not prevent you from using other information that you obtain separately from the Labify Transaction Information, even if such information is identical to Labify Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Site user.

12. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. Labify MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF SALE, LAWFUL TO PROCURE, OR THAT USERS OR SELLERS WILL PERFORM AS PROMISED; d. ANY GUARANTEE OR WARRANTY AS TO THE VERACITY OF ANY USER GENERATED CONTENT, INCLUDING ANY USER INFORMATION ABOUT SELLERS OR USERS, AND ANY INFORMATION ENTERED BY SELLERS OR USERS. e. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND f. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF Labify. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, Labify DISCLAIMS ANY AND ALL SUCH WARRANTIES.

13. General Release. BECAUSE Labify IS NOT INVOLVED IN TRANSACTIONS BETWEEN SELLERS AND USERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES THE Labify (AND ITS AGENTS 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.

14. Indemnity/Limitation of Liability. a. Indemnity and Defense. You will defend, indemnify and hold harmless Labify and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; or (ii) your own website or other channels, the products you procure, any content you provide, offer, sale or return of any products you procure, any actual or alleged infringement of any intellectual property or proprietary rights by any products you procure or content you provide, or User Taxes or the collection, payment or failure to collect or pay User Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity. b. Limitation of Liability. THE Labify WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

15. Applicable Law. Any dispute with Labify or its affiliates relating in any way to these terms and conditions or your use of the Services shall be resolved solely and exclusively by binding and confidential arbitration by an arbiter in the Delhi. In the event the binding arbitration clause is not applicable, claims not appropriate for small claims court adjudication shall be adjudicated in a court in Delhi,, and you consent to exclusive jurisdiction and venue in such courts. To the extent you have in any manner violated or threatened to violate Labify’s intellectual property rights, Labify may seek injunctive or other appropriate relief in any state or court in India, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

16. Disputes. Because Labify is not the agent of either User or Seller for any purpose, Labify will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. Labify urges Users and Seller to cooperate with each other to resolve such disputes.

17. Your Grant. By entering into this Agreement and listing an item, you grant Labify a royaltyfree, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Labify and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in nontext form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) 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 standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Agreement will prevent or impair Labify’s right to use without your consent the content and any other materials provided by you, 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). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Labify and its affiliates, and that the use of such materials by Labify and its affiliates will not infringe upon or violate the rights of any third party.

18. Termination. Labify, in its sole discretion, may terminate this Agreement, access to the Site or the Services, or any current transaction immediately without notice for any reason. Labify, in its sole discretion, also may prohibit any User from listing Products on the Site.

19. Agreement Not to Compete with Labify By utilizing the Site or the Services and the benefits they provide, you agree to not compete with Labify’s business model, which includes, but is not limited to, the Site and the Services, for at least 3 years in India, in which Labify is operating its business model. Competing with Labify in violation of the non-competition agreement, such as by creating and implementing a website providing services similar to the Site, shall subject you to an injunction and liability for lost profits, in addition to all other available legal remedies. Above agreement is also extended to any person you directly know of or who decision is impacted by your use of our services within 3 years period.

20. General Provisions

a. Entire Agreement. This Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notice and Procedures, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. No Agency; Third-Party Beneficiary. Labify is not the agent, fiduciary, trustee, or other representative of you or your company. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Labify, you, and relying Sellers or Users.

Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver. Labify’s waiver of any of its rights or remedies described in this Agreement, if any, shall be effective only if the waiver is in a signed writing. No delay or omission by Labify in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Labify’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Labify’s right to subsequently enforce such provision or any other provisions of this Agreement.