Nabni.com Marketplace Vendor Agreement

In the Name of Allah, the Most Beneficent, the Most Merciful

NABNI.COM MARKETPLACE VENDOR AGREEMENT

INTRODUCTION

You acknowledge and agree that by registering for or using the Vendor Portal and/or the Nabni Marketplace, you, as a Vendor, expressly agree to be bound by the following terms and conditions, as may be updated and amended by Nabni Marketplace from time to time at its sole discretion (“Agreement”). Any amendments to this Agreement shall become effective and binding on the Vendor as soon as the amendments have been published on the Vendor Portal and/or the Nabni Site (as applicable). This Agreement contains the terms and conditions that govern the Vendor’s access to, and use of, the Marketplace and is an agreement between the Vendor and Nabni Marketplace.

1. INTERPRETATION

1.1. No provision shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured or drafted such provision. The rule of interpretation that an agreement will be interpreted against the Party responsible for the drafting and any similar rules of interpretation shall not apply to this Agreement and the Parties waive any rights they have to rely on such rules.

1.2. Terms other than those defined within this Agreement will be given their plain English meaning, and those terms, acronyms, and phrases known in the information and communications technology industry shall be interpreted in accordance with their generally accepted meanings.

1.3. If any conflict exists between the provisions of this Agreement and any Annexures attached hereto, the provisions of the Annexures shall prevail.

1.4. When any number of days is prescribed in this Agreement, it shall be reckoned to exclude the first and to include the last day.

1.5. Any reference in this Agreement to legislation or subordinate legislation is to such legislation or subordinate legislation at the date of signature hereof and as amended and/or re-enacted from time to time.

1.6. Words importing the singular shall include the plural, and vice versa, words importing the masculine gender shall include the feminine and neuter genders, and vice versa, and words importing natural persons shall include legal persons and vice versa.

2. DEFINITIONS

2.1. Unless the context indicates otherwise, the words and expressions set out below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

2.1.1. “Affiliate” means a wholly-owned subsidiary of Nabni Marketplace and/or Nabni;

2.1.2. “Claim” or “Claims” shall mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation;

2.1.3. “Confidential Information” means all information communicated by a disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation:

2.1.3.1. the terms of this Agreement (including all Annexures and policies referenced herein or attached hereto);

2.1.3.2. all trade secrets;

2.1.3.3. existing or contemplated services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto;

2.1.3.4. Transaction Information, all Payment Card Data and all Tax Codes of Nabni Marketplace.

2.1.4. “Content” shall mean all information, content and images, including without limitation, the product information, (i) provided or made available by Vendor or its affiliates to Nabni Marketplace or its Affiliates or Service Providers for use in connection with the Marketplace and (ii) otherwise made available by Vendor or its affiliates to customers on the Nabni Site (e.g., through Vendor’s hosting of such information, content or images);

2.1.5. “Customer” means a customer purchasing products through the Nabni Site;

2.1.6. “Effective Date” means the date of acceptance of this Agreement;

2.1.7. “Excluded Offers” means private promotions offered only to all or a subset of Vendor’s existing customers by e-mail or regular mail, and Public Promotions that a Vendor has

indicated in writing that it cannot support and an equivalent offer or promotion cannot be provided.

2.1.8. “Intellectual Property Right” means any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right arising under any Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing;

2.1.9. “Law” shall mean any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction, including without limitation the Consumer Protection Act and relevant Regulatory of Compulsory Specifications requirements;

2.1.10. “Losses” shall mean any and all damages (including, without limitation, direct, consequential, economic, exemplary, future, incidental, indirect, noneconomic, past, special and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys’ fees and costs (whether or not suit is brought);

2.1.11. “Nabni” and “Nabni Marketplace” means Nabni Works S.P.C., a limited liability company, commercial registration number 1366349 and duly registered in accordance with the Laws of the Sultanate of Oman, and shall include its Affiliates;

2.1.12. “Nabni Return Policy” means Nabni’s customer satisfaction and returns policy which is available on the Nabni Site, and as may be updated and amended from time to time at the sole discretion of Nabni.

2.1.13. “Nabni Site” means www.Nabni.com and applicable applications;

2.1.14. “Marketplace” means the Nabni Marketplace;

2.1.15. “Marketplace Policy” means the Markteplace’s privacy policy that governs Vendor’s use of Customer information obtained in connection with the Marketplace, and as may be published on the Nabni Site and/or Vendor Portal from time to time;

2.1.16. “On-Time Shipping Standard” means the time specified for each order to be processed and delivered;

2.1.17. “Orders” means orders placed by a customer through the Nabni Site for the purchase of products;

2.1.18. “Party” or “Parties” means, individually, Nabni Marketplace or the Vendor as the context requires and, together, Nabni Marketplace or the Vendor;

2.1.19. “Payment Card” shall mean a debit or credit type card used for financial transactions;

2.1.20. “Payment Card Data” means any information located on a Payment Card, such as, but not limited to, debit or credit card number, expiration date, pin number, cardholder name, or cardholder address;

2.1.21. “PII” means any information that can be used to identify an individual and/or information that constitutes personal identifiable information.

2.1.22. “Products” means the products that the Vendor desires to sell on the Nabni Site, and approved by Nabni Marketplace, and as reflected on the Vendor Portal;

2.1.23. “Product Information” means the product information that Nabni Marketplace requires;

2.1.24. “Public Promotions” means any public promotions generally available to all users of the Vendor Site;

2.1.25. “Category Commission” means the commission that Nabni will retain from each sale of the Vendor’s Products made through the Nabni Site;

2.1.26. “Category Commission Percentage” means the commission, calculated as a percentage of Sales Proceeds excluding VAT; Category Commission Percentages vary depending on the assigned product category;

2.1.27. “Sales Proceeds” means the gross sales proceeds from the sale of the Products, including VAT and excluding shipping;

2.1.28. “Vendor” means third party vendors, distributors, wholesalers, retailers and any other incorporated company wanting to sell approved product through the Nabni site, and who have registered on the Vendor Portal and have agreed to the terms of this Agreement;

2.1.29. “Vendor Customer Information” shall mean customer information in Vendor’s possession that was not received from Nabni Marketplace as Transaction Information or in any other manner and was not obtained or received by Vendor in connection with this Agreement or Vendor’s rights and obligations under this Agreement;

2.1.30. “Vendor Portal” shall mean the web based tool or other web services or interfaces, provided by Nabni Marketplace and/or Nabni and/or a Service Provider that Vendor can use to manage its settings, Content and other information related to the Marketplace Program, and including all associated product listing requirements;

2.1.31. “Vendor Marks” means Vendor’s name, trademarks, service marks and logos;

2.1.32. “Vendor Share” shall mean the Sale Proceeds collected from the sale of the Vendors Products less the Category Commission earned by Nabni Marketplace for such Products;

2.1.33. “Vendor Site” means any website, other than the Nabni Site, where a Vendor displays any information related to the Vendor or its products;

2.1.34. “Service Provider” means a third party that provides management software and services for the Marketplace;

2.1.35. “Service Level Agreement” means the service level agreement or SLA, that Vendors will be required to adhere to in order to provide the required service levels to and on behalf of Nabni;

2.1.36. “Transaction Information” means the Customer’s Order information, including but not limited to the Customer’s name, email address, shipping address.

3. THIRD-PARTY SERVICE PROVIDERS

3.1. Vendor acknowledges and agrees that:

3.1.1. Nabni may contract a Service Provider to provide management software and services for the Marketplace; and

3.1.2. Vendor may provide Content to Nabni Marketplace using the software and/or services of a Service Provider.

4. LICENSE OF VENDOR’S CONTENT

License for Content.

4.1. Vendor hereby grants Nabni Marketplace, its Affiliates, and marketing partners, a non-exclusive, royalty-free, perpetual, irrevocable right and license to publish, use, reproduce, distribute, transmit, display, modify, create derivative works of and otherwise commercially exploit all Content (excluding the Vendor Marks) in connection with the sale of products through the Nabni Site and for the listing, advertising, marketing and promotion of such products or the Marketplace, including without limitation, through the Nabni Site, third party websites, e-mail, social media or any other medium. Vendor agrees that Nabni Marketplace may permit users of the Nabni Site to share and post Content on their own social media outlets.

License for Marks.

4.2. Vendor hereby grants Nabni Marketplace and its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit and display Vendor’s Marks during the term in connection with the Marketplace.

5. PRODUCT INFORMATION AND OTHER CONTENT

Information for Products

5.1. Vendor will use the Vendor Portal to list all the required Content, Pricing and Available Inventory per unique product. The Vendor shall adhere to the minimum requirements as set out on Marketplace Vendor Portal. In addition the Vendor will:

5.1.1. use commercially reasonable efforts to ensure the Vendor Portal always has an accurate error-free available inventory count per product listed on the Vendor Portal.

5.1.2. at least every hour update the Vendor Portal with an error-free updated inventory feed for only those Products where inventory levels have changed since the last inventory feed provided for such Product;

5.1.3. provide Nabni Marketplace through the Vendor Portal with a daily inventory feed for all Products;

5.1.4. provide Nabni Marketplace with all Content requested by Nabni Marketplace, including without limitation, the Product information as set forth in the Vendor Portal;

5.1.5. only provide Content for Products that fit into the categories or parameters as set forth in the Vendor Portal.

5.2. The Vendor will be held solely responsible for the accuracy of its Pricing, available Inventory and all Content for Products and will be obliged to honour any order placed by a Customer through the Nabni Site as a result of the Content provided.

Excluded Products.

5.3. If Vendor is restricted from selling certain Products on the Nabni Site due to supplier brand restrictions or if Vendor is not an authorized reseller for any Product, Vendor will withhold such Products from the assortment it provides Nabni Marketplace. Provided that if Vendor removes a Product from the Nabni Site due to brand restrictions or because Vendor is not an authorized reVendor it will promptly notify Nabni Marketplace in writing of such removal. Upon Nabni Marketplace’s request, Vendor will provide Nabni Marketplace with a list of all Products withheld from the Marketplace Program (including why such Product is being withheld).

Changes to Content.

5.4. Nabni Marketplace will make commercially reasonable efforts to post updated Content provided by Vendor on a daily basis through its standard transmission process; provided that Vendor acknowledges that Nabni Marketplace will impose freezes on Content updates from time to time in connection with releases on the Nabni Site.

6. PRODUCT AUTHENTICITY AND SAFETY

Authenticity/Authorization.

6.1. Vendor will receive all Products sold through the Marketplace directly from the brand owner or from an authorized supplier of the brand owner, and Vendor must be an authorized reseller of the Products. Vendor will maintain adequate processes and procedures for conducting diligence to ensure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. Upon Nabni Marketplace’s request, Vendor will promptly provide Nabni Marketplace with:

6.1.1. certificates of authenticity (or similar documentation) for Products; and

6.1.2. documentation (e.g. email verifications from the brand owner or supplier) showing that Vendor is permitted to sell specific brands or Products through the Nabni Site and within the Geographic zones of coverage.

Safety, Testing and Certification.

6.2. Vendor will comply with, and ensure that all Products comply with, all product safety, testing and certification requirements under applicable Law, and all other Law.

7. FEES AND PAYMENTS

Category Commissions.

7.1. Nabni will earn a Category Commission equal to a percentage of Sales Proceeds from each sale of Vendor’s Products through the Nabni Site. The Category Commission Percentages for Vendor’s Products are specific to each Nabni category and are listed in the Vendor Portal. The Category Commission Percentages are subject to change at any time, with a two week prior notice to the Vendor, and shall be effective as soon as the changes are reflected on the Vendor Portal.

Payment.

7.2. An Order is deemed complete only once:

7.2.1. The Product has been delivered with a proof of delivery signed by the customer; and

7.2.2. The returns and/or cancellation period stipulated in the Nabni Customer Service and Returns Policy has expired

(“Deemed Completion”).

7.3. Nabni Marketplace will make payment of the Vendor Share for Orders that meet the Deemed Completion criteria on two set days of each month, namely the 15th and 30th of each month. When these dates do not fall on business days, payment will be made on the next business day after such a date.

7.3.1. For the sake of clarity, Orders that meet the Deemed Completion criteria on or before the 14th of a month will be paid on the last day of that month. Orders that meet the Deemed Completion criteria after the 15th of a month (but before the last day of that month) will be paid on or before the 15th day of the following month.

7.4. At Nabni Marketplace’s option, all payments to Vendor’s bank account will be made by mean of electronic funds transfer or similar method. If Nabni Marketplace concludes that Vendor’s actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then Nabni Marketplace may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to Vendor under this Agreement for the shorter of:

7.4.1. a period of ninety (90) days following the initial date of suspension; or

7.4.2. completion of any investigation(s) regarding Vendor’s actions and/or performance in connection with this Agreement.

7.5. The Vendor expressly acknowledges and accepts that payment of the Vendor Share by Nabni Marketplace shall at all times be subject to Nabni Marketplace having received the corresponding Sales Proceeds from the Customer. Nabni Marketplace shall have no liability to the Vendor, and the Vendor shall have no claim against Nabni Marketplace, for any failure by Nabni Marketplace to make payment of the Vendor Share in circumstances where the Nabni Marketplace has not received the corresponding Sales Proceeds from the Customer.

8. PURCHASE/ORDER PROCESSING, FULFILLMENT AND SHIPPING

Orders Status Update

8.1. Customers purchasing Products through the Nabni Site will place Orders using the Nabni Site checkout and payment gateway. Nabni will collect all proceeds from such transactions.

8.2. Nabni Marketplace will make available on the Vendor Portal all the Transaction Information that Nabni Vendors need to manage all Orders they receive via the Vendor Portal. The Vendor Portal requires Vendors to update the Order status for the duration of the Order and delivery process.

8.3. Vendors will only receive Orders that have been paid for in full and accepted by Nabni.

8.4. The Vendor is obligated to update the Order status with the respective “Shipment Tracking Details” (which means the Order is picked, packed and out with courier/delivery truck), via the Vendor Portal within 48 (forty eight) hours of receiving an Order, during business hours.

8.5. The Vendor is obligated to update the Order status to “Completed” (which means the Vendor has delivered and where applicable completed installation of the ordered product(s) at the Customer’s site), via the Vendor Portal within 1 (one) hour of handing the Order over, during business hours.

Risk of Fraud, Loss, and Cancellation

8.6. Nabni will bear the risk of credit card fraud occurring in connection with any Order.

8.7. The Vendor shall bear the full risk in and to any valid cancellation of an Order by a Customer, and expressly acknowledges that Customer’s may have additional rights against the Vendor as a result of the terms and conditions contained on the Nabni Site (if any).

Fulfillment of Orders

8.8. Once Nabni Marketplace has transmitted an Order to Vendor, Vendor will, at its own expense, be solely responsible for, and bear all liability for, processing and updating all relevant statuses on the Vendor Portal, including the accurate picking and packing of all applicable orders, including without limitation, any ad hoc customer service requests from Nabni Marketplace.

8.9. If Vendor cannot fulfill the entire quantity of a purchase order line in an Order, then the Vendor will (prior to acceptance) change that purchase order line status to “On Hold” through the Vendor Portal, and fulfill all other lines in the Order and promptly notify the Customer of such rejection and subsequently select “Refund” on the Vendor Portal. If the Order consists of one purchase order line and the Vendor cannot fulfill the entire quantity for, then the Vendor will be expected to reject or cancel the entire Order by selecting “Refund” on the Vendor Portal, and promptly notify the Customer via email or the Vendor Portal.

8.10. All packaging material needs to comply with the minimum packaging standards as set out in the Vendor Portal. Under no circumstances should packaged Orders contain any Vendor marketing or other materials that are not included as standard with regard to the specific Product being sold.

8.11. Timing of Order transmission:

8.11.1. The Nabni Site will accept multiple different payment methods from Customers. The Vendor acknowledges that not all payment methods are processed by the relevant merchant bank within the same day in which they were received, and as such the Vendor may only receive notification of an Order after the date of the Order.

8.11.2. The Vendor accepts that it shall be obliged to honour all Orders based on the price and availability available on the Vendor Portal as of the date of Order, notwithstanding that the Vendor may have only been notified of the Order after the actual date of Order.

8.11.3. Nabni will use all reasonable and commercially viable means to endeavor to keep such delays to a minimum.

8.12. Shipping Method

8.12.1. Vendor undertakes to complete the shipping leg of all orders received for their products for the delivery zones they are able to cover. Where required Vendor will make use of truck drivers couriers / delivery companies registered with Nabni to collect and distribute their Orders.

8.12.2. Vendor is obligated to use the “shipping” function prescribed in the Vendor Portal and complete the picking, packing, and waybill creation functions in order for the “Ready for courier / delivery” status to be achieved.

8.12.3. Vendor is responsible for properly specifying the shipping options and zones for all Products through the Vendor Portal (including as may be requested by Nabni Marketplace) and for properly handling all returns as per the Nabni Customer Satisfaction and Returns policy.

8.12.4. Vendor will be responsible for shipping / delivering / installing all Products purchased by Customers in accordance with Nabni Marketplace’s standard shipping and installation practices. Vendor will be responsible for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery.

8.13. Shipping Terms

8.13.1. Vendor will ship / deliver each Product within the On-Time Shipping Standard after receipt of the Transaction Information from Nabni Marketplace. If Vendor cannot meet the On-Time Ship Standard for any Product, it will provide Nabni Marketplace with email notification of such delay.

8.13.2. Vendor will be fully liable for any fines, costs or expenses incurred by Nabni Marketplace or by Nabni or by a third party resulting from any failure to satisfy the On-Time Ship Standard for any Product. The Vendor will indemnify and hold harmless Nabni Marketplace and its Affiliates and their officers, directors, employees and agents for any losses, liabilities, fines, costs or expenses (including costs on an attorney and own client basis) resulting from such failure. Vendor will be solely liable for all costs related to any duplicate or inaccurate shipments based upon Vendor’s acts or omissions.

8.14. Nabni Marketplace will provide Vendor with information on the status of Orders through the Vendor Portal. Vendor will be solely responsible for reviewing and monitoring such information. Within 48 (forty eight) hours of receipt of the information, the Vendor shall provide Nabni Marketplace with written notice of any discrepancies between the information provided and Vendor’s fulfillment of any Orders. Vendor is solely responsible for monitoring and responding to information provided by Nabni Marketplace pursuant to this Agreement.

9. CANCELLATIONS, RETURNS AND REFUNDS

Responsibilities

9.1. Nabni and/or Nabni Marketplace shall process all Customer requests for cancellations, returns, refunds and/or customer service price adjustments. Vendor will stop and/or cancel any Order if requested by Nabni Marketplace; provided that if Vendor has transferred Products to a courier, Vendor will immediately notify Nabni Marketplace and use commercially reasonable efforts to stop and or cancel the delivery.

9.2. The Vendor expressly acknowledges and agrees that it shall at all times be bound by, and agrees to adhere to, the terms and conditions of the Nabni Customer Service and Returns Policy as may be updated and amended from time to time at the sole discretion of Nabni.

Refunds and Returns

9.3. Nabni Marketplace retains the right to accept or reject all refund, return, and exchange requests by Customers. Nabni Marketplace will process all refunds, returns, and exchanges immediately upon confirmation from the Vendor, which confirmation shall be provided by the Vendor within 24 (twenty four) hours from receipt of a request from Nabni Marketplace, failing which the Vendor will be deemed to have provided its confirmation.

9.4. Refunds, returns, and exchanges will be determined via the Nabni Customer Service and Returns Policy. Vendor will be responsible for all exchanges and replacements, where applicable.

9.5. A Customer may return or cancel any Order for a Product sold through the Nabni Site at any time within, and in accordance with, the Nabni Customer Service and Returns Policy. The Vendor is obligated to accept any return or cancellation that meets the return policy as stipulated in the Nabni Customer Service and Returns Policy or on the Nabni Site. Nabni will use all reasonable and commercially viable means to endeavor to keep such returns and cancellations to a minimum.

9.6. Vendor will be responsible for all applicable reverse logistics costs incurred for damaged or wrong products and in ensuring that the Product collected from the Customer and returned back to the Vendor.

9.7. A Customer may return Products sold by the Vendor to a physical store or request that the Vendor collect the Products from the same location they were delivered to.

9.7.1. Where returned Products are required to be collected from the Customer, the Vendor will have 48 (forty eight) hours to collect the Products and then 5 (five) business days to assess return for resolution.

9.7.2. When Products are returned to a physical store, the Vendor is obligated to collect and assess Products that are returned for resolution within 5 (five) business days of notification of return.

9.7.3. The Vendor acknowledges that a return in terms of the Nabni Customer Service and Returns Policy shall be deemed to have complied with the Nabni Customer Service and Returns Policy if the Customer returns the Product to a physical store within the stipulated period. This will apply notwithstanding the fact that the Vendor may only receive the actual Products at a time after expiration of the applicable period.

9.8. The ultimate decision on whether or not to refund a Customer will always lie with Nabni.

9.9. Vendors are obligated to facilitate all warranty claims made within 60 days of purchase date by the Customer, or within the warranty period provided by the applicable Original Equipment Manufacturer and attached to the Product.

10. PARITY WITH VENDOR SALES CHANNELS

Parity

10.1. Vendor will maintain parity between the Products it offers through the Vendor Site / Store and the Products offered on the Nabni Site by ensuring that at all times:

10.1.1. except for in connection with Excluded Offers, the selling price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies is at least as favorable to users of the Nabni Site as the most favorable terms upon which that Product is offered and/or sold via the Vendor Site / Store;

10.1.2. customer service for the Products is at least as responsive and available and offers at least the same level of support as the most favorable customer service offered in connection with the Vendor Site / Store; and

10.1.3. the Content provided by Vendor to Nabni Marketplace for the Nabni Site:

10.1.3.1.1. is of least the same level of quality as the highest quality information displayed or used on the Vendor Site; and

10.1.3.1.2. provides users of the Nabni Site with at least as much product information, images and other content as the information provided on the Vendor Site.

10.2. If Vendor becomes aware of any non-compliance with 10.1 above, Vendor will promptly notify Nabni Marketplace and compensate adversely affected Customers by approving appropriate refunds to such Customers. Special Offers and Promotions

10.3. Vendor will notify Nabni Marketplace by email at [email protected] (or through the Vendor Portal) of all special offers and promotions (i.e., where Vendor discounts an item or items by a certain amount for a certain period of time) offered on the Vendor Site. Vendor will make special offers and promotions available to Nabni Customers in connection with the Marketplace, and will use commercially reasonable efforts to allow Nabni Marketplace to support any such special offer or promotion through the Vendor Portal. If Vendor makes any Public Promotions generally available to all users of the Vendor Site and Nabni Marketplace cannot support such Public Promotion, then Vendor will provide an equivalent offer or promotion to Nabni Marketplace Customers to the extent possible. For example, if Vendor lists a promotion code on the Vendor Site that can be used by any customer for 10% off specific Products or all Products sold on the Vendor Site and Nabni Marketplace cannot support the promotion code, Vendor will reduce the price of such Product or all Products, as applicable, through the Vendor Portal by 10% for the duration of the special offer or promotion on the Vendor Site. Vendor will work in good faith with Nabni Marketplace to maximize the number of Vendor offers and promotions (including equivalent offers and promotions) made available to Nabni Marketplace Customers.

10.4. Nabni Marketplace may choose, in its sole discretion, not to permit certain special offers or promotions offered by Vendor on the Nabni Site (e.g., where Nabni Marketplace cannot support the special offer or promotion) and may request that Vendor filter out any such special offers or promotions. Notwithstanding the foregoing, Vendor will not be required to make Excluded Offers available to Nabni Marketplace Customers, provided that, if Nabni Marketplace is able to support any Excluded Offer at any time during the Term and desires to do so, it will notify Vendor and after receipt of such notification, Vendor will make such special offer or promotion available to Nabni Marketplace in connection with the Marketplace.

11. RECALLS AND DEFECTS

11.1. Vendor is solely responsible for any non-conformity or defect in, or any public or private recall of Vendor’s Products. Nabni Marketplace will have no responsibility or liability for any recalls of Products sold through the Nabni Site. If Products are subject to a recall, Vendor is responsible for all matters, costs and expenses associated with such recall, including without limitation, notices and refunds to Customers, contact and reporting of the recall to any governmental agency having jurisdiction over the affected Products, and compliance with all applicable Law with respect to such recall. Vendor will promptly remove any recalled Products from the Nabni Site by unpublishing or retiring the Product through the Vendor Portal. Vendor will notify Nabni Marketplace by e-mail at [email protected] of all Product recalls within 24 hours of becoming aware of the recall. Vendor will promptly provide Nabni Marketplace with all information reasonably requested in connection with the recall of any Product.

12. CONTACT WITH CUSTOMERS AND CUSTOMER SERVICE ESCALATION

Customer Service

12.1. Nabni will be responsible for providing 1st line support for Customers;

12.2. Where the Customer query cannot be resolved by Nabni 1^st line support, Nabni will escalate the support query to Nabni Marketplace 2nd line support and resolution;

12.3. Where Nabni Marketplace is unable to resolve a Customer support query, Nabni Marketplace will escalate the support query to the Vendor for 3rd line support and resolution.

12.3.1. Vendor will always represent itself as a separate entity from Nabni Marketplace and Nabni when providing customer service for its Products sold through the Nabni Site.

12.3.2. For the sake of clarity, the Vendor shall not be entitled to contact the Customer directly under any circumstances without having first obtained Nabni Marketplace’s prior written consent.

12.4. Neither Party will disparage the other party or its affiliates or its or their products or services when performing obligations under this Agreement.

13. VENDOR SYSTEMS AND SERVICE LEVELS

13.1. Vendor shall be solely responsible for the adequate maintenance and uptime of all Vendor systems that are necessary for the Vendor to fulfil Orders and meet its obligations of this Agreement.

13.2. The Vendor shall notify Nabni Marketplace within 1 (one) business hour, of any down-time or related system issues, that may or will have an impact on the Vendors ability to fulfil Orders or otherwise meet its obligations on terms of this Agreement.

13.3. The Vendor will comply with any service levels prescribed by Nabni or Nabni Marketplace from time to time, in connection with Vendor’s systems that, directly or indirectly, impacts the Nabni Marketplace systems or the Marketplace; and

13.4. The Vendor shall at all times comply with the Order and Customer Service Level Agreement, attached hereto as Annexure B.

14. REPORTING AND AUDITS

Reporting

14.1. Vendor will, within a reasonable period of time, not to exceed thirty (30) days, following request from Nabni Marketplace, make commercially reasonable efforts to provide Nabni Marketplace with any reports, information or other documentation relating to Vendor’s compliance with this Agreement and applicable Law reasonably requested by Nabni Marketplace; provided, however, that in the event Nabni Marketplace requests that Vendor provide Nabni Marketplace with copies of reports that Vendor was required to file with any regulatory agency, Vendor will provide such reports within seven (7) days of Nabni Marketplace’s written request.

Audit Rights

14.2. Vendor will keep accurate and complete books, records and accounts related to Marketplace transactions and this Agreement, and will allow Nabni Marketplace, or its duly authorized representative, the right, upon not less than five (5) business days prior written notice, during the Term of this Agreement and for two (2) years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by Nabni Marketplace to confirm Vendor’s compliance with the terms of this Agreement and applicable Law.

Certifications

14.3. Upon Nabni Marketplace’s request, Vendor will provide Nabni Marketplace with written certification from an officer of Vendor stating that Vendor has complied with any of Vendor’s obligations under this Agreement, including, for example and without limitation, compliance with SLAs, consumer product safety laws, authenticity of Products, or restrictions on use of Transaction Information.

15. REPRESENTATIONS AND WARRANTIES

15.1. Each Party hereby represents and warrants to the other Party the following: Authority

15.2. The Party is a duly organized, validly existing and in good standing under the laws of the Country where such Party was organized and the Party has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder without any further ratification or approval. This Agreement constitutes the legal, valid and binding obligations of the Party.

No Conflicts

15.3. Neither the execution and delivery of this Agreement by the Party nor the consummation of the transactions contemplated hereby will violate or conflict with any obligation, contract or license of such Party which could reasonably be expected to interfere with the consummation of the transactions contemplated hereby.

15.4. Vendor hereby represents and warrants to Nabni Marketplace the following:

Power and Authority

15.4.1. Vendor has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances and to sell the Products.

Compliance with Laws

15.4.2. Vendor and all of its employees, subcontractors, agents and suppliers will comply with all applicable Law, as may be amended from time to time, in performing any of its obligations or exercising any of its rights under or related to this Agreement. All Products (including all packaging) and Content will comply with applicable Law. The production, manufacturing, offer, sale, shipping and delivery of all Products will comply with all applicable Law. Products will not be produced or manufactured by child labor or convict or forced labor.

Principal Place of Business

15.4.3. Vendor’s principal place of business is in the Sultanate of Oman and / or Saudi Arabia and Vendor will not conduct any operations relating to this Agreement from outside these zones.

Content

15.4.4. All Content will be truthful and accurate. Content will not:

15.4.4.1. be misleading or deceptive

15.4.4.2. be defamatory, libelous, threatening or harassing;

15.4.4.3. infringe upon or violate any Intellectual Property Rights or other right of any third party;

15.4.4.4. promote or depict gratuitous violence, the use of alcohol, tobacco or illegal substances or adult-oriented content; or

15.4.4.5. reflect unfavorably on Nabni Marketplace, its Affiliates, or the Nabni Site or be the type of content that could otherwise reasonably adversely impact or damage the reputation or public image of Nabni Marketplace or its Affiliates. Vendor will not use the Content to redirect Nabni Marketplace Customers to any other sales channels.

Products

15.4.5. Vendor will only offer Products for sale on the Nabni Site that may be sold and shipped throughout the allowed geographic zones covered. Vendor will not offer for sale any Products through the Nabni Site that Nabni Marketplace indicates as prohibited, including without limitation, the Prohibited Products attached hereto as Annexure A. The list of Prohibited Products may be updated by Nabni Marketplace from time to time and Nabni Marketplace will notify Vendor of such updates by email and/or through the Vendor Portal.

Personnel

15.4.6. All Vendor personnel will be properly registered, documented, licensed and/or certified in accordance with applicable Law.

Ongoing Warranties

15.4.7. Except as otherwise expressly provided herein, the representations and warranties made in this Agreement are continuous in nature and will be deemed to have been given by Vendor at the execution of this Agreement and each stage of performance of this Agreement.

16. CONTROL OF NABNI SITE

16.1. Nabni has the sole right to determine the content, appearance, design, functionality and all other aspects of the Nabni Site, including, without limitation, all content provided in connection with the sale of Products sold by Vendor through the Nabni Site. Nabni Marketplace intends to use one set of content for each item sold through the Nabni Site. Nabni Marketplace may suspend any Product listing or display of Content or refuse to list any Products in its sole discretion and Nabni Marketplace may require Vendor to exclude any Products from the Nabni Site. If Nabni Marketplace requests that Vendor remove Products from the Nabni Site, Vendor will make commercially reasonable efforts to remove those Products by unpublishing or retiring such Products through the Vendor Portal within twenty four (24) hours of such request so such Products no longer appear for sale on the Nabni Site and Vendor will not include such removed Products on the Nabni Site at any time unless the inclusion of such Products is specifically authorized by Nabni Marketplace in writing. Nabni Marketplace will have sole control of any marketing of:

16.1.1. any products on the Nabni Site, including without limitation, Vendor’s Products; and

16.1.2. the Marketplace.

17. OWNERSHIP AND USE OF TRANSACTION INFORMATION

17.1. Nabni Marketplace will own all Transaction Information. Vendor may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of the Agreement, the Marketplace Privacy Policy and applicable Law. Vendor will not:

17.1.1. disclose or convey any Transaction Information to any third party (except as necessary for Vendor to perform its obligations under the Agreement);

17.1.2. use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes;

17.1.3. contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; or

17.1.4. target communications of any kind on the basis of the intended recipient being a Nabni Marketplace user.

18. RATINGS AND REVIEWS

18.1. Nabni Marketplace may use mechanisms that rate or review, or allow shoppers to rate or review, Vendor’s Products and Vendor’s performance as a Vendor and Nabni Marketplace may make these ratings publicly available. Nabni Marketplace will have no liability to Vendor for the content or accuracy of any ratings or reviews. Vendor will have no ownership interest in or license to use any rating or reviews posted on the Nabni Site.

19. SUGGESTIONS AND FEEDBACK

19.1. If Vendor or any of Vendor’s Affiliates or agents elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to Nabni Marketplace in connection with or related to any Nabni Site or The Marketplace (including any related technology), Nabni Marketplace will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to protect Nabni Marketplace’s systems and customers, or to ensure the integrity and operation of Nabni Marketplace’s business and systems, Nabni Marketplace may access and disclose any information Nabni Marketplace considers necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content.

20. CONFIDENTIAL INFORMATION AND INFORMATION SECURITY

Obligations

20.1. Both Parties acknowledge that either Party may receive (the “Receiving Party”) Confidential Information from the other Party (the “Disclosing Party”) during the term of this Agreement, and such Confidential Information will be deemed to have been received in confidence and will be used only for purposes of this Agreement. The Receiving Party will:

20.1.1.1. use the Disclosing Party’s Confidential Information only to perform its obligations and exercise rights under this Agreement; and

20.1.1.2. disclose the Disclosing Party’s Confidential Information only to the Receiving Party’s personnel, contractors and affiliates that:

20.1.1.2.1. have a need to know the information to assist the Receiving Party with fulfilling obligations under this Agreement; and

20.1.1.2.2. have agreed to keep the information confidential in accordance with the terms set forth herein.

20.2. The Receiving Party will treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. The obligation of confidentiality will continue for three (3) years from the expiration or termination of this Agreement; provided, however, the Receiving Party will continue to keep confidential:

20.2.1. any PII at all times and as required by this Agreement and any applicable Law;

20.2.2. any trade secrets of the Disclosing Party; and

20.2.3. the terms of this Agreement.

20.3. Vendor agrees that Nabni Marketplace may share Vendor’s Confidential Information with its Affiliates for internal use only. Exceptions

20.4. The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate:

20.4.1. was in its possession at the time of disclosure and without restriction as to confidentiality;

20.4.2. at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act or failure to act by the Receiving Party; provided, however, PII remains subject to confidentiality obligations regardless of its availability to the public or availability through unauthorized disclosure;

20.4.3. has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by such third party or the Receiving Party; or

20.4.4. is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.

20.5. In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to:

20.5.1. give the Disclosing Party, to the extent possible, advance notice prior to disclosure; and

20.5.2. limit the disclosure to minimum amount that is legally required to be disclosed.

21. TERM TERMINATION AND SUSPENSION

Term

21.1. This Agreement will apply to the Vendor from the moment of registration on or use of the Vendor Portal and/or the Nabni Marketplace, and shall continue to apply for so long as the Vendor remains part of the Marketplace;

21.2. Vendor acknowledges and agrees that Nabni Marketplace may amend and/or replace this Agreement at any time in its sole discretion, and by logging onto the Vendor Portal, the Vendor shall automatically be bound by the latest Agreement.

Termination for Convenience

21.3. Either Party may terminate this Agreement for any reason by giving 48 (forty eight) hours prior written notice to the other Party.

Post-Termination Obligations

21.4. Vendor will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to:

21.4.1. Fulfil all Orders that have been accepted but not yet delivered;

21.4.2. provide customer service to Customers who purchased Products on the Nabni Site;

21.4.3. pay any invoices delivered by Nabni Marketplace in connection with the Agreement;

21.4.4. notify Nabni Marketplace and Customers of any recalls of its Products;

21.4.5. remit any taxes collected to the proper jurisdiction(s); and

21.4.6. immediately notify Nabni Marketplace of any security breach that allows a third party to view or access or otherwise compromises any Transaction Information.

21.5. Nabni Marketplace will pay Vendor the Vendor Share attributable to Orders placed by Customers prior to the termination of the Agreement in accordance with the payment terms set forth in this Agreement.

Survival

21.6. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement will survive its termination.

22. INDEMNIFICATION

Indemnification Obligations

22.1. Vendor will defend, indemnify and hold harmless Nabni Marketplace and its Affiliates and each of their respective stockholders, successors, assigns, officers, directors, employees, agents, representatives (each an “Indemnitee”) from and against any and all Losses arising out of or related to any third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to:

22.1.1. an actual or alleged breach by Vendor of this Agreement;

22.1.2. the Vendor Site and other sales channels, the Content or the Products (including, without limitation, the offer, sale, refund, or return of Products) or any violation of Law with respect to the foregoing (including but not limited to the Consumer Protection Act), or any actual or alleged infringement of any Intellectual Property Right by any of the foregoing, or personal injury, death or property damage related thereto or arising therefrom; and

22.1.3. any and all income, sales, use, ad valorem, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the Nabni Site, specifically excluding, however, any such taxes related to Nabni Marketplace’s net income.

Procedure for Indemnification

22.2. Upon receipt of notice, from whatever source, of Claims against Nabni Marketplace for which Vendor is obligated to indemnify Nabni Marketplace, Vendor immediately will take necessary and appropriate action to protect Nabni Marketplace’s interests with regard to the Claims. Nabni Marketplace will notify Vendor of the assertion, filing or service of any Claims of which Nabni Marketplace has knowledge, as soon as is reasonably practicable. Vendor will use counsel reasonably satisfactory to Nabni Marketplace to defend each Claim.

Conflict

22.3. Notwithstanding the foregoing, however, if Nabni Marketplace reasonably determines that there may be a conflict between its position and that of Vendor in connection with the defense of a Claim or that there may be legal defenses available to Nabni Marketplace different from or in addition to those available to Vendor, then, at Vendor’s expense, counsel for Nabni Marketplace will be entitled to conduct a defense to the extent Nabni Marketplace reasonably determines necessary to protect the interest of Nabni Marketplace. If Nabni Marketplace, in its sole discretion, determines that the counsel provided by Vendor to defend Nabni Marketplace is unacceptable or that a conflict of interest exists between Nabni Marketplace and counsel, Nabni Marketplace may request that Vendor replace the counsel. If Vendor fails to timely replace counsel, Nabni Marketplace may replace the counsel and, as part of Vendor’s indemnification obligation to Nabni Marketplace, Vendor will pay to the new counsel, or reimburse Nabni Marketplace, any and all fees and expenses as to the new counsel, including any and all expenses or costs to change counsel.

Settlement

22.4. Vendor, in the defense of any Claim, will not, except with the prior written consent of Nabni Marketplace, consent to entry of any judgment or enter into any settlement with respect to such Claim.

23. WARRANTY DISCLAIMER

23.1. NEITHER NABNI, NABNI MARKETPLACE, NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, THAT THE NABNI SITE, THE MARKETPLACE, ANY VENDOR PORTAL, SERVICES PROVIDED BY NABNI MARKETPLACE OR ANY SERVICE PROVIDER, OR SOFTWARE USED TO PROVIDE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE OR ERROR-FREE, AND VENDOR AGREES THAT NABNI MARKETPLACE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING WITHOUT LIMITATION, SYSTEM OR SOFTWARE FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. NEITHER NABNI, NABNI MARKETPLACE NOR ITS AFFILIATES, OFFICERS, DIRECTORS, LICENSORS, SUPPLIERS, EMPLOYEES OR AGENTS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, TO VENDOR WITH RESPECT TO THE SALE OF VENDOR’S PRODUCTS THROUGH THE NABNI SITE PURSUANT TO THIS AGREEMENT, AND ALL SUCH SERVICES PROVIDED BY NABNI MARKETPLACE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS.

23.2. NABNI MARKETPLACE AND ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS AND THOSE IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

24. LIMITATION OF LIABILITY

No Consequential Damages

24.1. IN NO EVENT SHALL NABNI OR NABNI MARKETPLACE BE LIABLE TO VENDOR OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR:

24.1.1. LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA;

24.1.2. EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE; OR

24.1.3. FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER NABNI MARKETPLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Monetary Cap

24.2. IN NO EVENT SHALL NABNI MARKETPLACE’S AGGREGATE LIABILITY TO VENDOR OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES OR DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL CATEGORY COMMISSIONS PAID BY VENDOR TO NABNI MARKETPLACE PURSUANT TO THIS AGREEMENT DURING THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

25. RISK, AND OWNERSHIP

Risk and Ownership

25.1. The Vendor acknowledges that it shall retain all risk in and to the Products until the Products have been delivered with a proof of delivery signed by the Customer. Ownership in and to the Products shall pass to the Customer when the Products have been delivered with a proof of delivery signed by the Customer.

26. CHOICE OF LAW, JURISDICTION AND VENUE

26.1. The Parties mutually acknowledge and agree that this Agreement will be construed and enforced in accordance with the Laws of the Sultanate of Oman and without regard to any conflict of law provisions. The Parties agree that in any dispute arising from or related to this Agreement, shall be subject to the exclusive jurisdiction of the Sultanate of Oman. The Parties mutually acknowledge and agree that they will not raise in connection therewith, and hereby waive, any defenses based upon venue, inconvenience of forum or lack of personal jurisdiction in any action or suit brought in accordance with the foregoing. The Parties acknowledge that they have read and understand this Section and agree voluntarily to its terms.

27. GENERAL

27.1. Assignment. Vendor may not assign (including, without limitation, by way of merger, consolidation or sale of all or substantially all of Vendor’s stock or assets) this Agreement, or any of its respective rights or obligations hereunder, without the prior written consent of Nabni Marketplace. Subject to the foregoing, this Agreement will be binding upon, and will inure to the benefit of, the Parties and their respective successors and permitted assigns. Any assignment or assumption without Nabni Marketplace’s prior written consent will be null and void.

27.2. Integrated Agreement. This Agreement, including all Annexures and policies referenced herein, constitutes the complete integrated agreement between the Parties concerning the subject matter hereof. All prior and contemporaneous agreements, understandings, negotiations or representations, whether oral or in writing, relating to the subject matter of this Agreement are superseded in their entirety.

27.3. Amendments. Nabni Marketplace may amend the terms of this Agreement (including without limitation, any Annexures hereto) from time to time and will either post such amendments to the Vendor Portal (“Amendment Notice”). If Vendor objects to any amendment to the terms of this Agreement (including any Annexure hereto), Vendor should terminate this Agreement IF VENDOR CONTINUES TO PARTICIPATE IN THE MARKETPLACE AFTER THE EFFECTIVE DATE OF ANY AMENDMENT, VENDOR WILL BE DEEMED TO HAVE AGREED TO AND ACCEPTED ANY MODIFICATIONS SET FORTH IN THE AMENDMENT.

27.4. Waiver. No waiver of any of the provisions of this Agreement will constitute a continuing waiver unless otherwise expressly so provided in writing. The failure of either Party to enforce at any time any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions.

27.5. Severability. If any provision of this Agreement is found by a court to be invalid, void or unenforceable, the Parties agree that the remaining provisions of this Agreement will not be affected thereby, and that this Agreement will in any event otherwise remain valid and enforceable.

27.6. Where any provision of this Agreement constitutes a provision in favour of Nabni, such provision shall constitute a stiplulatio alteri capable of acceptance by Nabni at any time.

27.7. Independent Contractors. Nabni Marketplace and Vendor are acting hereunder as independent contractors. Vendor will not be considered or deemed to be an agent, employee, joint venture or partner of Nabni Marketplace. Vendor’s personnel will not be considered employees of Nabni Marketplace, will not be entitled to any benefits that Nabni Marketplace grants its employees and will have no authority to act or purport to act on Nabni Marketplace’s behalf. If any federal, state or local government agency, any court or any other applicable entity determines that any such personnel of Vendor is an employee of Nabni Marketplace for any purpose, Vendor will indemnify, defend and hold harmless Nabni Marketplace, its Affiliates, officers, directors, employees and agents from all liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees) associated with such determination. Vendor will remain primarily liable for Vendor’s obligations performed by any third party and for any act or omission of any such third party.

27.8. Publicity. Except as specifically provided herein, neither Party will use the name, logo, trademarks or trade names of the other Party or otherwise, directly or indirectly, refer to the other party in publicity releases, promotional material, customer lists, advertising, marketing or business generating efforts, whether written or oral, without obtaining such Party’s prior written consent. Notwithstanding the foregoing, Nabni Marketplace will have the right to refer to Vendor as a participant in the Marketplace Program in marketing and promoting the Marketplace.

27.9. Nonexclusive. Each Party acknowledges and agrees that the rights granted to the other Party in this Agreement are nonexclusive and that without limiting the generality of the foregoing, nothing in this Agreement will be deemed or construed to prohibit either Party from participating in similar business arrangements as those described herein.

27.10. Force Majeure. Notwithstanding the other provisions of this Agreement, if either Party is in good faith prevented from performing its obligations under this Agreement because of an unexpected extraordinary event beyond the control of the Party concerned, including without limitation, war (declared or undeclared), acts of god, terrorism, earthquake, accident, explosion, fire or flood, such Party will promptly notify the other Party, and while so affected, the affected Party will be relieved from performing its obligations provided that, the Party affected will take all reasonable steps to promptly remedy the cause of such delay or failure if it is in its power to do so.

27.11. Vendor Portal. Vendor is solely responsible for maintaining the security of its password for any Vendor Portal and for all action taken in connection with its account. If Vendor has knowledge or suspects that its password has been compromised, Vendor will immediately notify Nabni Marketplace and fully cooperate with Nabni Marketplace in investigating and preventing any further breach to Nabni Marketplace’s systems. Nabni Marketplace shall not be liable to the Vendor for any Losses it may suffer as a result of the Vendor Portal being unavailable for any reason.

ANNEXURE A
LIST OF PROHIBITED PRODUCTS “Prohibited Products” means:

cigars, cigarettes, or other tobacco products;
guns intended to provide lethal force (and related gun parts, kits and ammunition); mace, black powder and other explosives; disguised, undetectable or switchblade knives; martial arts weapons; or BB guns, stun guns, paintball guns, or airsoft guns;
any drug, vitamin, herbal product or similar substance which requires a doctor’s or other health care provider’s prescription as a prerequisite for purchase;
used, remanufactured, reconditioned or refurbished products;
stolen, counterfeit, misbranded or illegal products;
products that have been recalled;
products that violate applicable Law;
products that violate or infringe upon any Intellectual Property Right or other third party right;
products that contain material that is obscene, pornographic or offensive;
products containing viruses, Trojan horse, spyware or malicious code;
‘sex and sensuality’ products;
loose gemstone products;
any product for which Vendor is not an “authorized reVendor” (as designated by the product’s manufacturer or distributor), or does not provide to Customers the manufacturer’s standard warranty therefor;
products containing human growth hormone;
any age restricted products;
baby bottles that are not BPA-free;
prepaid access products (whether issued in the form of a card, electronic PIN or other device) that provide access to funds (or the value of funds) that have been paid in advance and can be retrieved in the future, including without limitation, gift cards, prepaid phones, or prepaid minutes;
caskets or funeral urns;
specific products or brand names that may not be sold on the Nabni Site as are indicated by Nabni Marketplace to Vendor separately in writing (which in this case may include email or through any Vendor Portal); and
any other types of products that in Nabni Marketplace’s discretion are not appropriate for sale on the Nabni Site as indicated by Nabni Marketplace to Vendor separately in writing; provided that a Prohibited Product will cease to be a Prohibited Product when Nabni Marketplace informs Vendor of such change.

ANNEXURE B
ORDER AND CUSTOMER SERVICE LEVEL AGREEMENT

Nabni Marketplace is committed to customer service. Vendors participating in the Marketplace will endeavor to meet the following service levels:

Vendor will maintain an On-Time Ship Standard of at least 99%.
Vendor will ensure that the correct Product is delivered to the correct Customer at a rate of 99.5% of all Products shipped.
Vendor will maintain inventory to fulfill Customer Orders that result in a cancel rate (excluding Customer requested cancellations) of 1.5% or less;
Returns due to damaged or defective Products shall not exceed 3% of Sales Proceeds for Products sold on the Nabni Site.
Vendor shall limit emergency updates related to product information through any Vendor Portal to a rate no greater than .03% of its entire SKU count in Nabni Marketplace’s catalogue per month; provided however, that Nabni Marketplace makes no guarantee that all requests will be granted. Nabni Marketplace will assess each emergency request on a case by case basis and make updates in situations Nabni Marketplace deems critical.
Ninety-day Vendor ratings shall, on average, remain above a Vendor rating of 90% positive.
Vendor will within one (1) hour of receipt on a 24/7 basis, confirm every Order file received by Nabni Marketplace on the Vendor Portal.
Vendor will, within four (4) hours of receipt on a 24/7 basis, confirm every order line within every Order file received by Nabni Marketplace on the Vendor Portal.
Vendor will provide Nabni Marketplace with electronic notice, on the Vendor Portal, confirming shipment / delivery of each Product shipped / delivered and the corresponding shipment / delivery tracking information (if available) within four (4) hours of the Product/Order actually shipping / delivery so that Nabni Marketplace may notify the Customer and allow the Customer to track shipment of Products.
Vendor will send a refund request to Nabni Marketplace through the data feed specified by Nabni Marketplace, and on the Vendor Portal, within 24 hours of receiving a Customer refund or adjustment request, unless Vendor has refused to accept a Product for return for any reason.
Ninety percent (90%) of emails received from Nabni Marketplace shall be answered by Vendor within twenty four (24) hours of receipt.

Nabni Marketplace may, at its discretion, work with a Vendor to remedy any failure of a service level or performance issue under this Annexure B; provided, however, that no waiver by Nabni Marketplace of any provision of this Annexure B may be deemed or constitute a waiver of any provision of this Agreement, whether or not similar, nor may the waiver constitute a continuing waiver by Nabni Marketplace unless otherwise expressly so provided in writing. The failure of Nabni Marketplace to require at any time performance by Vendor of any of the provisions herein, may in no way be construed to be a present or future waiver of provisions or in any way affect the ability of Nabni Marketplace to enforce each and every provision after such event.

Your Right Hand

Nabni.com Marketplace Vendor Agreement