SELLER AGREEMENT

The publication of this document is in accordance with Rule 3 (1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021.

Rule 3 (1) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 mandates the publication of the Vokitoki website’s rules and regulations, privacy policy, and terms of use for accessing or using the Vokitoki Mobile Application, Vokitoki APIs, or any other related services. This document is published in compliance with the aforementioned rule.

The domain names www.vokitoki.com , www.vokitoki.in , www.vokioki.app and the Vokitoki mobile application on Android and/or iOS mobile phones / corresponding Playstore / Appstore (hereinafter referred to as “Platform” or “Mobile App”) is owned by the Company Vokitoki Technology Solutions Private Limited (hereinafter referred to as “Company”, “we”, “our”) and operates as an online chat and e-commerce marketplace for the display, advertising, and sale of products and services by various Sellers to the end customers (“Customers”) and provides related services to the Sellers and to the Customers/users of the Platform on behalf of the Sellers (as the Seller’s service provider). Vokitoki brand name and logo are registered trademark of Vokitoki Technology Solutions Private Limited.

For the purpose of this agreement, wherever the context so requires, ‘you’ and ‘your’ shall relate to any natural or legal person who has agreed to become a Seller on the Platform by providing registration data while registering on the Platform using mobile phones and/or computer systems.

BY USING THIS MOBILE APPLICATION / WEBSITE AS A SERVICE (“SERVICE”), YOU DE-FACTO ARE LEGALLY BOUND BY THE FOLLOWING AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICE AND CONTACT THE COMPANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS NOTICE, USING THE SERVICE INDICATES YOUR ACCEPTANCE OF THE TERMS OF THE AGREEMENT.

1. Background

1.1 “Service(s)” The Company shall act as the Seller’s service provider for providing various services in relation to the sale of its Products/Services and the use of the Platform for enabling the promotion/advertisement of its Products/services as agreed under this Agreement.

1.2 “Product(s)” shall mean any and all good(s)/service(s) of the Seller for which the Company makes available the Company’s Platform to the Seller.

2.Seller Eligibility

2.1 Use of the Vokitoki Mobile Application is restricted only to individuals or entities, including shops, establishments, and companies, who can form legally binding contracts under Indian Contract Act, 1872. Persons who are “incompetent to contract” within the meaning of the Indian Contract Act, 1872 including minors, un-discharged insolvents etc. are not eligible to register as a Seller or engage in any activities or transactions on the Mobile App / Platform. We reserve the right to terminate Your registration and / or refuse to provide You with access to the Mobile App / Platform if You are found to be ineligible on any legitimate ground or in violation of any term(s) or for any other reason deemed justified by us.

2.2 The use of the Vokitoki Mobile Application / Platform for the sale of products and/or services is restricted to individuals or entities, including shops, establishments, and companies, that are registered in India and possess the necessary authorizations under applicable local laws, such as the Shops and Establishment Acts or any applicable legislation in the state where the business operates. This includes compliance with all legal requirements mandated by local authorities, including Municipal Corporations, Municipalities, Panchayats, or Townships.

2.3 The use of the Vokitoki Mobile Application / Platform for the sale of products and/or services is restricted to individuals or entities, including shops, establishments, and companies, that hold the necessary license, authorization, registration, or enrollment in accordance with the Goods and Services Tax (GST) Act and any other applicable Acts / Orders / Rules / Regulations like fssai , environmental, fire and safety, excise, forest department, health department or any other related licenses / approvals as deemed necessary to sell their products or services on internet through any e-commerce marketplace.

3.Products

3.1 The Seller shall make its products and/or services available to users of the Vokitoki Mobile Application for the purpose of sale by the Seller (Company or Seller) on the Platform.

3.2 Whereby the product/service is sourced/ purchased by the Seller from third-party suppliers/manufacturers (“Suppliers”): In the event the Seller purchases the Products/services from the Supplier, the Seller shall furnish a no-objection certificate from the owner/manufacturer of the Products.

4.Prohibited Products

4.1 For the safety of all parties involved, the following types of products cannot be posted for sale, bought or resold through our platform / service:

4.1.1 Any product that is related to illegal activities or is prohibited by law in the origin, destination, or any intermediary locations through which the product may travel/traverse.

4.1.2 Any product that requires a specific license to store or distribute, or any illegal/banned items, narcotic drugs/psychotropic substances like drugs, cannabis, ganja, cigarettes or any kind of tobacco products, banned pan, gutka.

4.1.3 Examples of such products include but are not limited to:

• Live plants and animals;

• Cow meat;

• Ammunition & firearms;

• Tobacco;

• Firearms and any kind of weapon;

• Prescription medicines, pharmaceuticals or other dangerous drugs;

• Explosive or hazardous products including Petroleum products;

• Counterfeit items;

• Unique or one-of-a-kind materials;

• Precious metals in the form of bullion or reserves;

• Theft / Stolen items;

• Illegally sourced Forest produces including, but limited to, ivory, sandal wood, prohibited wild animal meat / skin / or any body parts ;

• Any other items which are restricted under the law like Archeological artifacts; and

• Any other items which are prohibited under the law.

4.2 We shall neither take responsibility/liability for any harm resulting from the movement of the prohibited products nor for the prohibited products. We shall forthwith notify relevant law enforcement agencies and shipping partners about any activities associated with transporting banned items. We consider it our bounden duty to uphold the credibility of our Services and our goodwill.

5. Services to be provided by the Company

As part of the Services, the Company shall carry out the following functions for and on behalf of the Seller for consideration as agreed under the Seller Agreement.

5.1 Facilitation of Sale of Products through the Platform:

5.1.1. Information and assistance in relation to the listed Products/services and sales thereof,

5.1.2. Information in relation to the status of the order placed by Customers, and

5.2 The Seller agrees and undertakes to fully co-operate with the Company in connection with any customer-service functions undertaken by the Company. Such services can be provided by the Seller either on its own or through the Suppliers, as the case may be.

5.3 The Seller authorizes the Company to place;

5.3.1. A description of the Seller (including but not limited to the description of Suppliers, where so directed by the Seller) and

5.3.2. A description of each of its Products/Services (including but not limited to the technical description of the Products, brand name of the Product, the price of the Product, and any applicable warranty terms) on the Platform.

5.3.3. The Seller rating is based on Seller performance and customer reviews.

6. Advertising

The Company shall advertise/display, on behalf of the Seller, the Products/services on the Platform based on the preference opted for or by the Seller in the Seller Agreement. The Company shall by no means be liable for any false, misleading representations, infringements or violations of the similar kind carried out by the Seller. Liability, if any, shall be of the Seller to bear. The Company reserves the right to restrict or remove any such Advertisement if found to be in violation of the Company Policies or the Government Rules and Guidelines.

7. Quality and Quantity Assurance

7.1 Prior to the Product(s)/service(s) being displayed/advertised on the Platform, the Seller shall, within 2 (two) business days, ensure the availability of the Products/services for servicing customer orders and provide the stock summary to be uploaded on the site / Platform (“Stock Statement”).

7.2 In the event that due to any reason the product(s) in respect of which the Stock Statement has been furnished become unavailable in the stated quantities, the Seller shall immediately, from the time of such Product(s) or stated quantities thereof becoming unavailable, update the inventory on–site / Platform and disable the product in the Shop page in the App.

8. Ordering, and Packaging

8.1 The Platform shall enable Customers to place orders for the Product(s) they wish to purchase on the Mobile App.

8.2 Upon receiving the confirmation of the order by the Customer, the Company shall update the details of the confirmation of the order on the Platform which the Company shall maintain for the Seller. The Seller hereby irrevocably confirms that upon receiving the confirmation of the order by the Customer in respect of any Product, the Seller shall bear the delivery expenses including shipping, return shipping, and external packaging to any location within the Seller’s state, within 24 hours of the confirmed order being received on the Platform. Seller is not allowed to sell or ship to any other states, outside of the state where the Seller’s business is registered and authorized to operate. The Seller consents to the Company using the packing material and mutually agrees with the Company to package the Product.

8.3 The Company shall not be involved in any delivery of products to customers. Products should be delivered from the Seller to the Customers within 2 working days and Seller should provide the Company with the delivery confirmation and proof of delivery.

8.4 The Company may verify, on behalf of the Seller as a service provider, the consignment against the confirmed order placed by the relevant Customer, and such other Quality Parameters as may be reasonably required or specifically instructed.

8.5 For the avoidance of doubt, it is hereby clarified, and the Parties agree that by carrying out the quality assessment exercise on behalf of the Seller of the Products envisaged as above, the Company is not assuming any liability or responsibility for such exercise or arising in connection therewith.

8.6 The Seller shall ensure that the products dispatched are of the specifications ordered and there is no variation whatsoever. The necessary guarantee/warranty shall be provided by the Seller to the customer.

8.7 The Seller agrees to replace the defective products supplied to the customer at its own cost and shall not hold the Company responsible in any manner whatsoever.

8.8 The Seller shall take all commercially reasonable steps to keep the Customer and the Company, informed of any delays which may take place in the delivery of any Product.

8.9 If the product is received by the customer in a damaged condition, the Seller shall give an exchange or full refund in reasonable cases.

8.10 If the product received is not as described or as in the image the Seller shall bear a full / partial refund or exchange.

9. Delivery Obligations

9.1 The Seller shall be solely responsible for all obligations related to the delivery of goods and services, payment acknowledgment, and other related services, and Company shall not be liable in any manner whatsoever. In the event of a dispute concerning the non-receipt of goods or services by the Buyer, the Seller shall be obligated to provide proof of delivery to Vokitoki. It is the Seller’s responsibility to obtain delivery confirmation from the Buyer on Vokitoki Mobile Application at the time of delivery. Other acceptable forms of proof of delivery include a written or signed delivery note or receipt from the Buyer, as well as digital evidences such as photographs or videos.

9.2 In case of any disputes related to quality, merchantability, non-delivery, delay in delivery, or any other issue, it will be directly between you and the Seller, without involving us or the Payment System Providers. We or the Payment System Providers shall not be liable or responsible for the same. We do not endorse or guarantee the existence, legitimacy, ability, policies, practices, beliefs, goods, or services of Sellers who use our Services.

9.3 We are not responsible for any issues related to the Seller’s reliability, and they will be solely responsible to you. Our relationship with the Sellers is on a principal-to-principal basis, and we have no interest or connection to their business, revenue, or goods/services.

9.4 The Company’s only role is to provide marketplace, payment aggregation and collection services to the Seller/Buyer as an intermediary, and the Seller/Buyer shall pay the platform the fees as posted on our website / Platform. We are not responsible for monitoring the use of payment mechanisms by Seller or Buyer outside of Vokitoki platform for purchasing goods and services from the Seller or paying the bills to the Billers. You are using the payment mechanisms at your sole discretion and risk.

10. Invoicing and Collection and Payments:

10.1 The Company shall generate, print, and issue an invoice for the purchased Product to the Customers through the Platform. In cases where the Invoice contains some additional shipping or any other charges charged to the Customer based on the Company’s policy from time to time. The Seller agrees to book the same in their books against which the Company will raise the debit note to the Seller for an equivalent amount resulting in no gain/ loss to the Seller.

10.2 The Sellers will bear the freight charges to the location within the Sellers’ country.

11. Payment Terms

11.1 The Customers shall be given the choice to make payments for the purchase of the Product by way of online payments, or any other legal methods of payment as may be available on the Platform from time to time.

11.2 The payment of sale proceeds of the Products/Services by the Company to the Seller shall be on a fortnightly basis. At the expiry of every 15 days, the Company shall remit to the Seller the sale proceeds of the Products/Services which have been duly delivered to the Customers during a relevant fortnight after deducting therefrom (i) the Company’s Margin on the Products/Services sold and delivered to the Customers as agreed in the Seller Agreement (“Margin”); (ii) any other costs incurred by the Company in relation to the provision of other Services, as agreed under the Seller Agreement (including but not limited to the payment gateway transaction charges, infrastructure charges, any shipping charges, advertisement costs, etc.) and; (iii) all other amounts due and payable by the Seller to the Company in accordance with these Terms & Conditions and/or the Seller Agreement.

11.3 The Margin retained by the Company shall be subject to the withholding taxes (wherever applicable).

12. Commercial Terms

12.1 For availing the Services mentioned above the Buyer shall pay to the Company a convenience fee of 6% plus applicable taxes on the product sales and 8% plus applicable taxes on services sales / bookings, made by the buyers through Vokitoki platform for the Seller’s products and/or Services posted in Vokitoki platform, calculated on per transaction basis. These rates are subject to change at any time.

The company reserves the right to forego any charges for Sellers or introduce new charges as deemed appropriate from time to time, including per transaction charge, if the number of transactions or total transaction value per month goes above a stipulated threshold limit. Applicable charges shall be published in Vokitoki.com website and or Platform.

12.2 Seller shall also be liable to pay transaction charges of 2% plus applicable taxes for usage of payment gateways in Vokitoki platform. Transaction charges shall be decided by the Company based on the actual charges levied by Payment Gateways and Banks for completing the transactions.

12.3 There is no charge for Sellers to create or open their shop on Vokitoki App/platform and display / post their products of services up to 100 items at a time in a shop. Additionally, only one shop per Seller shall be allowed.

Additional shops may be allowed in future for Premium Members of Vokitoki App/Platform on payment of Annual Membership Charges. Details shall be communicated when the feature is made available on the App/Platform.

12.4 The Company reserves the right to amend the said fees overtime upon notifying the Sellers registered on the platform.

13. Seller obligations

13.1 The Seller shall be fully responsible for all the information they provide on the platform and shall indemnify the company for any liability resulting from such information.

13.2 The Seller shall register on the Vokitoki App using their actual registered business name and obtain a unique handle/ID on the Vokitoki platform. If the Seller is found to infringe any trademarks or misuse brand names during the registration of the shop or creation of the handle, the Company reserves the right to take necessary actions to suspend the Seller’s operations on the Vokitoki platform and may reassign the handle to the rightful owner of the trademark or brand without prior notice.

13.3 The Sellers shall provide a description of the warranty for their products. The company ‘s mission is to increase visibility, traffic, and facilitate online payments, whereas, the Seller shall be responsible for the quality of the products sold and the level of information provided to the customers.

13.4 The Seller warrants and represents that it has obtained all the necessary permissions, licenses, permits, and authorizations from the relevant local government, municipality, panchayat, or any other authority, as required by the applicable law, to conduct its business operations. The company shall not be responsible for the Seller’s compliance with the law.

13.5 The Seller agrees to comply with all the applicable laws and regulations related directly or indirectly to their business operations including but not limited to Goods and Services Tax (GST) regulations. The Seller represents and warrants that they are duly registered under the GST laws, if applicable and shall provide all the necessary GST registration details to the Platform upon request.

13.6 The Seller shall be solely liable for all the necessary licenses for selling products through the platform, preparing and checking the quality of the products sold to customers, and complying with local laws and regulations regarding returns and refunds.

13.7 The Seller shall indemnify the company for all claims and liabilities arising from their use of the platform, including costs and expenses.

13.8 The Seller shall be solely liable and responsible for any claim or legal proceeding arising from the use or sale of fake or adulterated products.

13.9 The Seller shall not be an employee of the Company and shall be solely responsible for all income tax, national insurance, and other liabilities arising from their use of the platform.

13.10 All information provided by the Seller on the Platform should be accurate and kept up-to-date, including their name, address, telephone number, and product details. Details entered by the Seller may be publicly visible and may appear in search engine results and public online maps.

13.11 You acknowledge and agree that the Company shall not be liable for any post-sale obligations, including but not limited to delivery, after-sales service, customer inquiries, technical support, maintenance services, and any other services related to Your products or services. You shall be solely responsible for fulfilling these obligations. You also agree to indemnify the Company against any claims arising from such obligations and shall bear all expenses and costs associated with them.

13.12 The transactions on the platform shall be entirely at the Seller’s and the customer’s own risk. Customers must exercise caution when using the platform.

13.13 The Seller agrees to cooperate with the company, as reasonably required, in connection with any customer-service functions undertaken by the company. Such services can be provided by the Seller on their own or through suppliers.

13.14 The seller acknowledges that it has a physical presence at the location specified during the registration process to create their shop on our platform. The seller shall maintain their physical presence at the specified location during the term of this agreement. If the seller changes their location, they shall inform us of the new location immediately and provide all necessary documentation to support the change. The Platform reserves the right to terminate this agreement if the seller fails to comply with the requirements pertaining to location or any further information as may be required in adherence to the Indian Laws.

13.15 The Seller warrants and represents that its total annual sales through the Platform and otherwise shall not exceed INR 20 Lakhs per annum. In the event that the Seller’s total annual sales exceeds the aforementioned threshold, the Seller shall immediately notify the Platform and shall be liable to obtain the necessary registrations as mandated by the Law, including but not limited to GST registrations.

13.16 The Seller shall be responsible for providing a comprehensive description of each Product they offer on the Platform, including technical specifications, brand name, price, country of origin and any applicable warranty terms as mandated by the law of the land and Vokitoki policies. The said information shall be provided in English, Hindi and the official language of the State.

13.17 The Seller’s rating on the Platform shall be determined by their performance and the customer reviews.

13.18 The Seller shall also be obligated to adhere to the new guidelines as may be updated in adherence to the Platform Policies or the Laws of the Union of India.

14. License to Make Use of Intellectual Property

14.1 The Seller hereby grants to the Company for the Term a royalty-free irrevocable license to use its Intellectual Property for the purpose of providing the Services by the Company as contemplated hereunder.

14.2 In the event the Seller sources the Products from any Supplier, the Seller shall obtain all the applicable licenses and consent for the use of such Supplier’s Intellectual Property in connection with the Product being sourced from such Supplier for the purposes of providing the Services by the Company prior to the display/advertisement of such Products on the Platform.

14.3 The term “Intellectual Property” shall mean and include logos, trade names, brand names, trademarks, copyrights, and other relevant intellectual property rights relevant to the advertisement and sale of the Products.

15. Confidentiality

15.1 The Seller Agreement shall be published in Vokitoki.com website and Vokitoki Mobile App by the Company for reference and acceptance by prospective Sellers / Users of the platform.

15.2 All negotiations and the contents of these Terms & Conditions together with the Seller Agreement shall be kept confidential by the Seller. No announcement or disclosure without the prior written approval of the Company shall be permissible. A disclosure of the contents without the written approval of the Company shall be permissible only in the two cases below-mentioned:

15.1.1 Disclosures necessary to be made to Seller’s consultants, advisors, employees/directors on a need-to-know basis and provided that such third parties are bound by obligations of confidentiality; and

15.1.2 Disclosures required by law.

16. Termination

16.1 These Terms & Conditions shall become effective on the Effective Date as mentioned in the Seller Agreement or the date of creation of shop by the Seller on Vokitoki Mobile App / Platform whichever is earlier, and shall remain in force unless the Seller Agreement is terminated between the Parties in accordance with the terms hereof (“Term”).

16.2 The Seller Agreement may be terminated by either Party in accordance with the following:

16.2.1 Upon material breach of these Terms & Conditions or Seller Agreement by either Party which is not cured within thirty (30) days of receipt of notice of such breach from the Non-Breaching Party. Upon the expiry of such duration of 30 days, the Non-Breaching Party shall be free to terminate the Seller Agreement forthwith;

16.2.2 Where any Party commits a material breach of the Terms & Conditions and in the reasonable opinion of the Non-Breaching Party, such breach is not capable of cure, the non-breaching Party shall not be obliged to provide a chance to cure the breach but shall be entitled to terminate the Seller Agreement forthwith.

16.3 Upon the date of termination of this Agreement, all legal obligations, rights, and duties arising out of this Agreement shall terminate except for such legal obligations, rights, and duties as shall have accrued prior to the effective date of termination and except as otherwise expressly provided in this Agreement.

17. Intellectual Property Rights

17.1 The Company shall own all the rights to any intellectual property created by the Company under these Terms & Conditions, including material, designs, and graphics created and/or developed by the Company.

17.2 Subject to the provision contained herein, the Company owns and shall exclusively own all the rights (including all intellectual property rights), title, and interest in respect of the Platform / Website.

18. Representation and Warranties of the Seller

By signing these Terms and Conditions, the following warranties shall be made by the Seller:

18.1 The Seller warrants that he has all the rights (including all Intellectual Property rights), approvals, and consents from any third parties (including Suppliers) required to enter into and perform the Seller Agreement together with Terms & Conditions and to supply and sell the Products as contemplated hereunder.

18.2 The Seller warrants that he has procured all the necessary registrations/permits as required under applicable laws for the sale of Products through the Platform (including but not limited to the registrations under applicable laws pertaining to any tax of the relevant states). The Seller further represents that the Seller shall be solely responsible for the collection and payment of applicable taxes with respect to the sale of the Products to the relevant government authorities in a timely manner and the Company shall not be responsible nor be held liable for any non-compliance/contravention of applicable tax laws by the Seller. The Seller hereby agrees to keep the Company harmless and indemnified in this regard. The indemnity obligations of the Seller contained herein shall survive the termination of the Seller Agreement together with these Terms & Conditions.

18.3 The Seller warrants that he has a valid, clear, and marketable title to all the Products being displayed, advertised, and sold through the Platform under the terms of the Seller Agreement.

18.4 The Seller warrants that all the Products are genuine, saleable, marketable and of the quality and nature as described by the Seller to the Company and displayed on the Platform. The Products are genuine, new, and are not counterfeit products.

18.5 The Seller warrants that he has valid, clear, and full rights/entitlement to use the trademarks, designs, copyrights of or related to the Products or its packaging used in connection with the display and advertising of the Products by the Company. The Company has valid clear and full rights/entitlement to use the trademarks, designs, and copyrights of or related to the Products on Company packaging during delivery to customers.

19. Indemnity

19.1 The Seller indemnifies and shall hold indemnified the Company, its partners, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings, and otherwise howsoever arising from or in connection with any claim including but not limited to the claim for any infringement of any intellectual property rights or any other rights of any third party or law, concerning quality, quantity and any claim in relation to the Seller’s product, the breach of any of the Seller’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Seller infringing any applicable laws, regulations including but not limited to Intellectual Property Rights, state and central taxes, Standards of Weights & Measures legislation, Excise and Import duties, etc. For the purpose of this clause reference to the Company shall also include the Mobile Operators and such other agencies through whom the Company shall make the Platform available to the Customers.

19.2 This article shall survive the termination or expiration of this Agreement.

20. Limitation of Liability

In no event shall either Party be liable to the other Party for any incidental, indirect, remote special, consequential or punitive damages, loss of goodwill, or business profits, regardless of the nature of the claim, even if such Party knew or should have known of the possibility of such damages or claims. The company’s total liability (including for its indemnity obligations), whether in contract, tort, or otherwise, arising out of or in connection with the Seller Agreement or Terms & Conditions shall not exceed the total Margin received by the Company in the preceding 6 months under the Seller Agreement.

21. Mediation and Arbitration:

21.1 Any controversy or claim arising out of or in relation to this Agreement or the validity, construction or performance of this Agreement, or the breach thereof, shall be resolved first by mediation.  The parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator in the State where the Company has its registered office or any other place as agreed in written by both the Parties. Any costs and fees other than the Attorney fees associated with the mediation shall be shared equally by the Parties. If the dispute is not resolved through mediation, the parties agree to submit the dispute to a binding arbitration.

21.2 Any such dispute when referred to arbitration shall be governed by the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, failing which the appointment shall be made by the High Court of the State where the Company has its registered office. The language of the Arbitration shall be English, and the arbitration shall take place in the city where the Company has its Registered Office. The decision of the arbitrator shall be final and binding on the parties. The parties shall share the costs of the arbitration equally.

22. General Clauses

22.1 The Parties hereby agree that for the purposes of providing the Services and carrying out related functions in accordance with the provisions of Terms & Conditions, the Company is hereby authorized as the agent of the Seller to act in accordance with the terms herein and other instructions of the Seller.

22.2 These Terms & Conditions together with the Seller Agreement are the complete and binding agreement of the Parties with respect to the subject matter hereof.

22.3 These Terms & Conditions are applicable for all Sellers and may be modified by the Company from time to time with prior intimation to the Sellers. Sellers hereby agree to be bound by such amended Terms & Conditions, as may be notified by the Company.

22.4 The Seller shall not assign or sub-contract any of its rights, obligations, or responsibilities under the Seller Agreement or Terms & Conditions without the prior written consent of the Company.

22.5 The Parties agree that having regard to all the circumstances, the covenants contained herein are reasonable and necessary for the protection of the Parties. If any such covenant is held to be void as going beyond what is reasonable in all the circumstances but would be valid if amended as to scope or duration or both, the covenant shall apply with such minimum modifications regarding its scope and duration as may be necessary to make it valid and effective.

22.6 If any provision of these Terms & Conditions is held to be invalid or unenforceable in any respect, such provision shall be modified to the extent necessary to render it, as modified, valid and enforceable under applicable laws, and such invalidity or unenforceability shall not affect the other provisions contained herein.

22.7 Except as expressly provided in this Terms & Conditions, no waiver of any provision shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any right, power or remedy under this Terms & Conditions shall operate as a waiver thereof.

22.8 Each Party shall co-operate with the other Party and execute and deliver to the other Party such instruments and documents and take such other actions as may be reasonably requested from time to time in order to carry out, evidence, and confirm their rights hereunder and the intended purpose of these Terms & Conditions and to ensure the complete and prompt fulfillment, observance and performance of the provisions contained herein and generally that full effect is given to the provisions of the Seller Agreement together with the Terms & Conditions.

23. Governing Law and Jurisdiction

These Terms and Conditions together with the Seller Agreement shall be read and construed in accordance with the laws of India. All disputes arising out of or in relation to these Terms and Conditions and/or the Seller Agreement shall be subject to the exclusive jurisdiction of applicable courts in the State of Karnataka.

24. Grievance Officer/Nodal Officer

In accordance with (1) Information Technology Act, 2000 and rules made there under, and (2) Consumer Protection (E-Commerce) Rules 2020 the name and contact details of the Grievance Officer/Nodal Officer is provided below:

Jaseel Babu NM , Director

+91 984 542 2232

Email : legal@vokitoki.com