1) M/s. BIZMO TECHNOLOGIES PRIVATE LIMITED is a company incorporated under the Indian Companies Act, 1956 & an existing company under the Companies Act, 2013, having its registered office at Plot no 4, ground floor, Swapnamandir housing society Erandwane, near Alankar police station, Maharashtra 411004 ("BIZMO TECHNOLOGIES”) is in the business of developing software and certain computer related programs including the intellectual property rights pertaining thereto.
2) Since the BIZMO TECHNOLOGIES is in the business of Software Development, the said BIZMO TECHNOLOGIES has developed one website named “https://qiksell.in” for the e-commerce business. (“Bizmo TECHNOLOGIES”). The QikSell is an online platform that enables micro & small businesses to sell your products online, complete with your own branding, e-commerce website and mobile app, including online payments, all in a cost within budget. The BIZMO TECHNOLOGIES is providing your services though the said QikSell platform to your various customers.
3) The BIZMO TECHNOLOGIES will provide its services to you subject to the terms and conditions and for valuable consideration hereinafter appearing.

HEREBY YOU AGREED AS UNDER:
(1) Definitions: a) ‘AGREEMENT’ means this Agreement including the Schedules and Annexures thereto if any and any amendment, modification and supplemental as the context may require from time to time and may be agreed by and between the Parties. b) ‘COMPENSATION’ means the agreed fees payable by you to the BIZMO TECHNOLOGIES or the services provided by the BIZMO TECHNOLOGIES during the said Term. c) ‘LAW’ means unless the context otherwise construes, the law prevalent in India for the time being in force. d) ‘PRODUCTS’ means the products/services which are allowed to be sold through QikSell platform and related thereto specified in the Annexure-“I” attached hereto. e) ‘SERVICES’ means the services provided by BIZMO TECHNOLOGIES for the purpose to sale of products online, branding, e-commerce website and/or mobile app including online payments and its promotion through QikSell Platform. f) ‘TERM’: The term of this Agreement shall be for the period (the "Term"), commencing as of the date of this Agreement and ending on 31/12/2022 Each year of the Term, as measured from the date of this Agreement, is a "Contract Year."
(2) Interpretation: 1 a) Any reference in this Agreement to any statute or statutory provision shall be construed as including a reference to that statute or statutory provision as from time to time amended, modified, extended or re-enacted whether before or after the date of this Agreement and to all statutory instruments orders and regulations for the time being made pursuant to it or deriving validity from it. b) The words denoting the singular shall include the plural and vice versa and words denoting any one gender shall include all genders. c) All references in this Agreement to Articles, Exhibits and Schedules are in relation to the articles, exhibits and schedules enclosed in or with this Agreement unless otherwise specified therein. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement and shall be referred to this Agreement as a whole and not to any particular provision of this Agreement. The words “include”, “including”, “for example” and “among other things” shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases or words of like import. d) The headings/captions of the several Articles and sub Articles of this Agreement are intended for convenience only and shall not in any way affect the meaning or construction of any provision contained herein. e) Unless otherwise stated references to clauses, sub-clauses, sub paragraphs, schedules, annexure relate to those enclosed hereunder this Agreement.
(3) You must be at least 18 years of age and possess the legal authority to enter into this agreement and to use the Services in accordance with all terms and conditions herein.
(4) The BIZMO TECHNOLOGIES shall provide its services to you for selling of your products online and for development of your own branding and development of your own website/page/application/ mobile app which will carries your name and brand identification which will remain under the control of the BIZMO TECHNOLOGIES.
(5) The BIZMO TECHNOLOGIES shall undertakes to perform its obligations with due care and caution and use its best endeavours for the promotion of sale of products online and for development of branding and website/page etc. for the said term as described hereunder this agreement.
(6) The BIZMO TECHNOLOGIES shall develop an application/website/page/mobile app, install, maintain and support such website/page through QikSell platform in relation to the promotion and marketing of its products and for solving any problems that may occur during the said Term.
(7) You hereby agrees and confirms to pay the royalty amount as prescribed form time to before accepting this agreement to BIZMO TECHNOLOGIES with respect to services provided by us as mentioned under this agreement. The Royalty amount shall be paid by you immediately after end of every term. Moreover, the revenues collected in the course of development, sale and marketing of the products of you, shall be given to you every end of month subject to the deduction of legal dues if any. The BIZMO TECHNOLOGIES reserve its rights to modify or change the royalty /fees amount from time to time as mat be required. 2
(8) GRANT OF LICENCE: The BIZMO TECHNOLOGIES in consideration of the payment made by you, hereby grants you an exclusive throughout the territory of India to market, sell and distribute your products through QikSell Platform though the link provided by BIZMO TECHNOLOGIES for the said Term of the contract unless terminated earlier in accordance with the terms and conditions enumerated hereunder this agreement. You shall not be entitled to sub-license. (9) You hereby agree that the products or services offered for sell through QikSell platform shall be subject to the return or exchange policy.
(10)The BIZMO TECHNOLOGIES for the purpose of this agreement shall offer support services to you in relation to the use and technical know-how of the QikSell Platform.
(11)The BIZMO TECHNOLOGIES retains right to provide its service for market and sell of the product though QikSell Platform, development of brand, mobile app etc and other related services to other customer other than you.
(12)You shall arrange its own equipment such as laptops/computer/mobile having suitable operating system along with internet data services. The BIZMO TECHNOLOGIES shall provide the link along with user ID and password. You shall operate the said website/page on your own and necessary support and training shall be provided by BIZMO TECHNOLOGIES. You will be solely responsible for actions taken under your password, and you should not disclose it to anyone else. You shall not use your user ID and password for any unauthorized purpose.
(13)You shall provide all information and documentation reasonably requested by the BIZMO TECHNOLOGIES to enable the BIZMO TECHNOLOGIES to prepare and write the programs and develops a website/page/ application/mobile app. Such information and documentation shall be subject to the provisions of confidentiality contained in the agreement. You shall ensure that you provides the BIZMO TECHNOLOGIES with such access to your staff as may be reasonably required for the purposes of the provision of the Services
(14)You shall not demand and is not entitle for a copy of the object code of the programs of developed website/application/page/mobile developed for them.
(15)The BIZMO TECHNOLOGIES warrants that the website/page/application/mobile app will, after acceptance by you, perform as set out in the Operative Specifications when properly used with the required equipment.
(16)The BIZMO TECHNOLOGIES will provide adequate instruction to enable you to make full and proper use of the website/page/application/mobile app in combination with the equipment and the said operating system without the need for reference to any other person or document.
(17)You represent that you possess the legal authority to enter into this agreement and to use the Services in accordance with all terms and conditions herein. You warrant that you have legal authority to enter into other binding & selling agreements for the sale of goods/products and shall be financially responsible for all of your use of the Services.
(18)You warrant that all information supplied by you or members of your business and/or household in using the Services, including without limitation your name, e-mail address, street address, 3 telephone number, credit card number (when required), and if you are selling goods/product, all information about your listed goods, is true and accurate.
(19)It is agreed and specified between the parties that BIZMO TECHNOLOGIES has no involvement in the actual transaction between buyer and seller. The BIZMO TECHNOLOGIES shall have no control over the quality, safety, or legality of items advertised the truth or accuracy of the listings, the ability of sellers to actually sell items they display on website, or the ability of buyers to actually buy items.
(20)As the BIZMO TECHNOLOGIES are not involved in the transactions between you and the buyer, you hereby release BIZMO TECHNOLOGIES from all refunds or warranties, claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with listings/ displaying an item for sale on the website, completed or uncompleted transactions, or items offered or actually sold.
(21)You warrant that you will abide by all such additional procedures and guidelines, as modified from time to time, in connection with your use of the Services. You further warrant that you shall comply with all applicable laws and regulations regarding use of the Services, for sale of the products including obtaining necessary licenses/permissions from the appropriate authorities. Without limitation, by displaying an item for sale on the website/QikSell platform, you warrant that they have the legal right to sell the item/Products/Goods.
(22)It is your responsibility to determine whether the sale of any item/goods/Products display on the QikSell platform/website is authorized by law, statute, or regulation. Without limitation, the following items/Goods/Products may not be sold or offered for sale on the QikSell platform/ website: firearms, explosives, ammunition; alcoholic beverages; tobacco products; food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants; pharmaceuticals and controlled substances; Drugs counterfeit, pirated or stolen goods; any goods that infringe or otherwise violate another party rights, including copyright, patent, trademark, and rights of publicity and privacy; goods that are, in Service Provider’s discretion, indecent, obscene or pornographic or not complying with Indian Cyber Law; registered or unregistered securities; goods/Product which you do not have the legal right to sell; goods which are misrepresented or which do not in fact exist; 4 goods which, if sold via the Services, would cause the BIZMO TECHNOLOGIES to violate any law, statute or regulation.
(23)In the event you violate any terms of this agreement, the QikSell reserves the right to cancel/remover any displayed products/goods at any time, and reserves the right to prohibit or restrict access to the Services to you or anyone at any time, with or without cause and you will not be entitled for any refund of any money of already paid to the Service Provider.
(24)You agree, that the Services to be provided by the BIZMO TECHNOLOGIES to you, shall be enabled/ activated only after receiving the KYC documents from you and after due verification of addresses, identity, legal permission/licenses for sale of such products/goods and other applicable laws.
(25)You further agrees that you will not put any material on QikSell platform’ systems which contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, data or personal information.
(26)You further agrees that the BIZMO TECHNOLOGIES has reserve its rights to review all information includes but is not limited to data, text, photographs, drawings, sound recordings, feedback, and any other information or data displayed or presented in connection with your Products/goods on QikSell Platform.
(27)Indemnity: You hereby indemnify the BIZMO TECHNOLOGIES against all costs, claims, demands, expenses and liabilities arising out of or in connection with any claim that any material/product/goods supplied/sold by you to the buyer or of any information provided by you to develop your website and if that amount to infringes any third party intellectual property. You hereby indemnify the BIZMO TECHNOLOGIES against any loss or damage which the BIZMO TECHNOLOGIES may sustain or incur as a result of you failing to comply under applicable laws and violation of the terms of this agreement.
(28) Confidentiality: you undertake to keep confidential all information concerning the business and affairs of the other, which has been obtained or received as a result of the discussions leading up to or the entering into of this agreement save that which is: 1 Inconsequential or obvious; 2 Already in its possession other than as a result of a breach of this clause; or 3 Required by law.
(29) Intellectual Property Rights: The copyright and all other intellectual property rights of whatever nature shall be and shall remain vested in the BIZMO TECHNOLOGIES.
(30)Independent Contractor: Nothing in this Agreement constitutes or may be deemed to constitute a relationship of employer and employee, partnership or joint venture between the Parties, or render a Party the agent of the other, nor shall a Party hold itself out as such (whether by oral or written representation or any other conduct). The BIZMO TECHNOLOGIES is an independent person and this Agreement is on principal to principal basis.
(31)Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions or negotiations 5 between the Parties, including, but not limited to prior negotiations, representations, or agreements, either written or oral. Modification of or amendment to this Agreement, shall be dome form time to time as may be required under the law and the same will be acceptable by you..
(32)Force Majeure: Notwithstanding anything to the contrary in this Agreement, neither Party shall be liable by reason of failure or delay in the performance of its duties and obligations under this Agreement if such failure or delay is caused by acts of God, war, riot, fire, civil commotion, strikes, lock outs, embargoes, any orders of governmental, quasi-governmental, or local authorities or any other similar cause beyond its control and without its fault or negligence.
(33)Termination: BIZMO TECHNOLOGIES shall have rights to terminate this agreement by giving 15 days’ notice on your email. On termination of this agreement, the exclusive right/ license granted under this agreement shall come to an end and you shall be liable to pay the royalty amount up to the date of termination of this agreement. You further agrees that the BIZMO TECHNOLOGIES, in its sole discretion, may terminate any use of the Service/delete the displayed product on the website immediately and without prior notice. Moreover, if the BIZMO TECHNOLOGIES finds that the information provided by you in your registration is false, the BIZMO TECHNOLOGIES reserves the right to terminate this agreement without any prior notice.
(34)Governing Law: This Agreement shall be interpreted and governed in all respects by the laws of India and the courts located in Pune alone and no other courts shall be entitled to entertain and try any dispute or matter relating to or arising out of this Agreement.
(35)Assignment: You agree that you shall not resell or assign its rights and obligations under this agreement to any other person or entity without the prior written consent of the BIZMO TECHNOLOGIES.