This Agreement is an electronic record in terms of the Information Technology Act, 2000 and is generated by a computer system, and does not require any physical or digital signatures. It is published in accordance with the provisions of Rule 3(1) of the Information Technology (Intermediaries Guidelines) Rules, 2011.

BY ACCESSING OR USING THE SERVICE, YOU SIGNIFY YOUR ABSOLUTE, IRREVOCABLE, AND UNCONDITIONAL CONSENT TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Definitions

1.1 Access Account Accounts created for persons authorised by You to access the Services on Your behalf, including employees, agents, independent contractors, or vendors.

1.2 Agreement The Service Order Form or any other agreement executed between You and Sagar Informatics, read in conjunction with these Terms of Service.

1.3 Authorised User Persons authorised by You to access and use the Platform.

1.4 Customer Data All electronic data, text, messages, or other materials, including personal data of Your users such as gender, address, phone numbers, items purchased, price, returns, complaints, invoices, etc.

1.5 Data All information and documents provided by You in the course of obtaining Services, including Account Information, Customer Data, and Transaction Data.

1.6 Documentation Collectively, the Service Order Form, this Terms of Service, and any material(s) made available on the Platform’s support resources.

1.7 Effective Date The earlier of: (a) access to any Service by You or any authorised person, or (b) the effective date of the Service Order Form.

1.8 Marketplace Mitra The software product, platform, brand name, and all associated services owned and operated by Sagar Informatics Pvt. Ltd.

1.9 Minimum Commitment Fee The minimum fee payable by You as per the Service Order Form or any other agreement executed with Sagar Informatics.

1.10 Plan Payment or service plans for each of the Services as described on the Platform or as agreed in the Service Order Form.

1.11 Platform The Marketplace Mitra website (marketplacemitra.com) and its associated mobile application.

1.12 Sagar Informatics Sagar Informatics Private Limited, the parent company and sole owner of Marketplace Mitra.

1.13 Services All products, services, features, tools, and functionalities offered by Sagar Informatics through the Marketplace Mitra Platform.

1.14 Service Order Form A Service Order Form duly executed between You and Sagar Informatics in relation to any specific service(s) offered through the Platform.

1.15 Subscription Term The term for which You subscribe to a Service as per the Service Order Form or any other agreement.

1.16 Transaction Data Information or documents provided in relation to each transaction, including order information, warehouse details, product information, invoices, and delivery status.

2. Registration & Access

2.1 Credentials & Security Upon receipt of authentication credentials (login ID and initial password), each Authorised User must change their password immediately. Each Authorised User must keep their login credentials strictly confidential and notify Sagar Informatics promptly of any loss, misuse, or unauthorised disclosure. If an Authorised User no longer requires access, You shall immediately de-activate the associated credentials using your administrative privileges. Sagar Informatics shall not be liable for any damage or loss resulting from Your breach of these obligations. If you use any third-party service which hinders the performance of our platform, we are authorised to block your account.

2.2 Access Responsibility Any activity undertaken through any Access Account shall be deemed an action taken by You. You shall be responsible and liable to ensure that Access Accounts are used only by Authorised Users and that such persons are informed of their responsibilities under this ToS.

3. Pricing & Service Plans

3.1 Service Delivery Sagar Informatics shall provide Services and features as set out in the Service Order Form with reasonable care and professional standards.

Timeline for Product Delivery: The timeline to deliver the solution is 10–12 working days. Please note: The timeline will be applicable from the date of project kick-off and once all requirements are shared by the client.

3.2 API & Integration Support Sagar Informatics shall provide API documentation required for integration with the Marketplace Mitra platform and shall offer relevant support and training to facilitate successful onboarding. White labelling the platform does not include configuration of the platform. The SIPL Support team would guide the client and would share all possible training material for the client to configure the platform, but Sagar Informatics would not be responsible to configure the platform — the client would have to complete the configuration himself.

3.3 Server Management Sagar Informatics shall perform all necessary server management and maintenance services at no additional cost unless expressly agreed otherwise. The maintenance charges are for maintenance of the white-labelled application hosted on our servers, including periodic updates. Sagar Informatics may offer additional assistance — including configuration, data verification, training, root cause analysis, and resolving non-platform system issues — for mutually agreed additional fees.

3.4 Service Modifications Sagar Informatics may modify the Services, Platform, or Documentation from time to time, including by adding or removing features and functionalities. Such modifications will not materially impact the overall functionality of the Services during Your Subscription Term, except where required for data security or legal compliance.

3.5 Fees & Charges You shall be liable to pay all fees and charges as agreed in the Service Order Form or as per the Service Plan chosen by You. Sagar Informatics shall provide advance notice in the event of any changes to fees or charges.

3.6 Payment Terms & Taxes You shall comply with all payment terms set out in the Service Order Form or Service Plan. All fees and charges are exclusive of applicable taxes. All invoices will be issued in INR only and will be made as per the selected plan of services. Mode of payment shall be any digital payment mode as permitted by the Government of India. 18% GST is applicable in addition to the mentioned cost for Indian clients.

3.7 Payment Methods You may pay all fees through any payment option made available by Sagar Informatics, including credit card, debit card, or other electronic payment methods. No TDS deduction shall apply when using online payment methods.

3.8 Renewal In Case of Plan Expiry Post plan expiry, standard cost will be applicable as per the choice made by the client among the then available plans.

3.9 Non-Refundable Fees All fees and charges paid in advance towards Services shall be non-refundable if the Services are not consumed within the time period set out in the Service Order Form or Service Plan, or upon expiry of 365 days from such payment, whichever is earlier. The kick-off amount is non-refundable. Once you pay the subscription cost, your pre-paid subscription will be activated immediately and the cost is non-refundable. Any pre-paid plan is valid for the mentioned period or number of bookings allowed, whichever is earlier.

4. Right to Use the Platform

4.1 Limited Licence You are hereby granted a specific, non-exclusive, non-transferable, and limited right to access the Platform and avail the Services and its functionalities as updated from time to time. Continued use of the Platform constitutes acceptance of any updates or upgrades. You are obligated to ensure that the Platform is not used for any illegal or unauthorised transaction.

4.2 Use of Services By using any of the Services provided on our Platform, you are agreeing to the terms of our services. Your consent to be bound by these terms is both on your own behalf and on behalf of any corporate entity that employs you or which you represent. If you are an employee, contractor or otherwise using or subscribing to the services by or on behalf of a corporate entity, organisation or any other third-party entity, you represent and warrant to us that: (A) you are of the age of majority in your jurisdiction; (B) you have all requisite capacity, right, power and authority to accept this licence on behalf of such entity; and (C) such entity shall be irrevocably bound by and shall comply with all of the terms and conditions of this agreement.

4.3 Data Upload Responsibility You will have the right to upload Data on the Platform through API integration. You shall be solely responsible for the reliability, integrity, accuracy, and legality of such Data. Sagar Informatics shall not be responsible for any defect in Services arising from incorrect or incomplete Data.

4.4 Proprietary Database You acknowledge that Data will be stored and processed using Sagar Informatics’ proprietary database. You shall not claim any right in respect of that database. Nothing in this ToS shall expressly or impliedly grant You any right, title, or interest in the database. You shall not decompile, reverse engineer, disassemble, reproduce, copy, or otherwise access or discover the source code or underlying program of any portion of the Marketplace Mitra Services.

4.5 Other Rights and Limitations You shall not, and may not permit or aid others to, translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the software underlying the Services or extract or attempt to extract source code from the object code of the Software. You may not make any commercial use of the Services or the Software, whether or not for consideration, other than for your own internal business purposes. Except as may be expressly permitted by us, you will not, and will not permit anyone else to:

(i) Store, copy, modify, distribute, or resell any of the information, audio, visual, and audiovisual works, or other content made available on our Services, or compile or collect any such content as part of a database or other work.

(ii) Use any automated tool (e.g., robots, spiders) to access or use our Services or to store, copy, modify, distribute, or resell any Service Content.

(iii) Rent, lease, or sublicense your access to our Services to another person.

(iv) Use any Services or Service Content for any purpose except for your own internal use.

(v) Circumvent or disable any digital rights management, usage rules, or other security features of our Services.

(vi) Use our Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, our Services.

(vii) Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of our Services or any Service Content.

4.6 Restrictions on Commercialisation You are not authorised to license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time-share, or otherwise commercially exploit the Marketplace Mitra platform or Services to any third party, except as expressly permitted by this Agreement.

4.7 Prohibited Content & Activities You shall not, nor permit others to, store, upload, modify, update, or share any Data that: is unlawful, facilitates illegal activity, is harmful, misleading, harassing, defamatory, indecent, obscene, pornographic, paedophilic, libellous, or otherwise objectionable; belongs to another person without the requisite right or authority; infringes any patent, trademark, copyright, or other proprietary rights; violates any law currently in force; involves impersonation of any person or entity; or contains software viruses or any other code designed to interrupt, destroy, or limit the functionality of any computer resource.

4.8 No Response Situation In case of no response from the Client’s side for more than 7 days despite reminders from the Company’s side, the Company may put the development on hold. In case of no response for more than 15 days despite reminders, the Company may terminate the contract.

4.9 Publicity and Communication By entering into a business relationship with us, you agree to allow us to announce new client agreements or closures on our social media platforms. If you do not wish us to make such announcements, please let us know in writing before the start of our business relationship.

5. Right to Use Data

5.1 Data Licence to Sagar Informatics You hereby authorise Sagar Informatics to receive, transmit, store, use, and process the Data for the purpose of providing the Services. You hereby grant a non-exclusive, worldwide, royalty-free right to use and process the Data to provide, maintain, and improve existing services, offer new services, and perform all related obligations owed to You under this Agreement, or as required by law.

5.2 Lawful Acquisition of Data You undertake that You have acquired all Data in a legally valid manner and are duly authorised to provide access to it to Sagar Informatics. You shall indemnify Sagar Informatics against any third-party claim or liability arising from a breach of this undertaking.

5.3 Technical Support Access You permit and authorise Sagar Informatics to access and use Your Merchant Account and Data for the purpose of technical support, including debugging, analysis, integration, and report-making. You agree to authorise Sagar Informatics to access Your user accounts on third-party platforms for managing Your e-commerce operations through automated systems.

5.4 Usage Data Sagar Informatics may collect and use data gathered or derived from the use of the Services (“Usage Data”) to develop, improve, support, and operate its products and services.

5.5 AI & Analytics Development Sagar Informatics may utilise Customer Data for the purposes of providing, maintaining, and improving its technology, including developing or training artificial intelligence (AI) models, offering marketing platform services, data analytics services, and similar features. Sagar Informatics will have exclusive ownership and title to all system performance data, machine learning algorithms, and aggregated results of such machine learning.

6. Information & Data Security

6.1 Security Standards Sagar Informatics’ sole obligation with respect to information security shall be to provide the Services over the Internet using industry-standard SSL (https) security measures. To report a cybersecurity incident, please write to support@sagarinfotech.com. In case of any breach or suspected compromise of Your systems, You shall report such an incident within 24 hours of noticing or being made aware of it. Sagar Informatics shall promptly assist in undertaking necessary assessment and investigation.

6.2 Data Restoration If any Data is damaged or lost, Sagar Informatics’ sole obligation shall be to restore such lost or damaged data to the state it was in on the previous day or the last backup time, whichever is closer to the date on which the loss or damage occurred.

6.3 Data Inaccessibility Requests You may raise a formal request to render Your Data inaccessible by writing to support@sagarinfotech.com.

6.4 Data Retention Upon Your formal request, the Data shall be rendered inaccessible within thirty (30) days. Notwithstanding this, Sagar Informatics may retain data as necessary to comply with applicable legal and regulatory obligations, including data used to develop anonymised insights or new product development. Retained data will be handled in accordance with applicable data protection laws.

7. Data Protection & Privacy

In relation to all personal data accessed, stored, or processed by You on or through the Platform under this Agreement, You shall at all times be responsible for compliance with all applicable data privacy and protection laws, including the Digital Personal Data Protection Act, 2023 (“DPDPA”) and all other applicable Data Privacy Laws.

Sagar Informatics is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Sagar Informatics’ collection, usage and disclosure of this personal information is governed by our Privacy Policy. Sagar Informatics processes personal data in accordance with its Privacy Policy available on the Marketplace Mitra Platform. The personal information provided to Sagar Informatics during Your use of the Platform will be treated in accordance with the Privacy Policy and applicable laws and regulations.

8. Warranties & Disclaimers

Sagar Informatics provides no warranties except as expressly stated herein. Services and third-party products are offered on an “as available” and “as is” basis. Sagar Informatics disclaims all implied warranties, including those of merchantability and fitness for a particular purpose.

8.1 Content and Liability Disclaimer We shall not be responsible for any errors or omissions contained on any of our websites and reserve the right to make changes anytime without notice. All ours and third-party information provided on the Platform is provided on an “as is” basis. WE DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, WITH REGARD TO ANY INFORMATION (INCLUDING ANY SOFTWARE, PRODUCTS, OR SERVICES) PROVIDED ON ANY OF OUR WEBSITES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. In no event shall we be liable for any damages whatsoever, and in particular we shall not be liable for direct, special, indirect, consequential, or incidental damages, or damages for lost profits, loss of revenue or loss of use, cost of replacement goods, loss or damage to data arising out of the use or inability to use any of our website or service, even if we have been advised of the possibility of such damages.

8.2 General Disclaimer Sagar Informatics does not warrant that any material or function on the Platform will be uninterrupted or error-free, that defects will be corrected, or that the Platform or its servers are free of viruses or other harmful elements. Sagar Informatics shall make reasonable efforts consistent with prevailing industry standards to minimise errors and interruptions in the Services.

8.3 Access to Our Services We do not provide you with the equipment to access our Services. You are responsible for all fees charged by third parties related to your access and use of our Services (e.g., charges by Internet service providers). We reserve the right to modify or discontinue, temporarily or permanently, all or any portion of our Services without notice. We will not be liable to you or to any third-party for any modification, suspension, or discontinuance of all or any portion of our Services. We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any material that you post or submit for posting, and to restrict, suspend, or terminate your access to our Services at any time, for any or no reason, with or without prior notice, and without liability.

8.4 Third-Party Services Sagar Informatics disclaims all liability for any third-party extensions, integrations, or other offerings available to You on or through the Platform. Such third-party services are provided on an “AS IS” basis, subject only to any warranties expressly provided by those third parties.

8.5 Products Information The Platform may contain references to our products listed on the Site. Our obligations with respect to our products and services are governed solely by the service agreements under which they are provided. If you obtain a product or service from us that is provided without an agreement, that product or service is provided “AS-IS” with no warranties whatsoever, express or implied, and your use of that product or service is at your own risk.

9. Termination & Suspension

9.1 Term of Agreement This ToS shall remain valid and binding from the Effective Date until the expiry of the Subscription Term or until Your Merchant Account login ceases to be operated by You, whichever is later. In the event of multiple active Service Order Forms or agreements, termination of one shall not affect the continuing validity of others.

9.2 Termination for Convenience Either party may terminate a Service Order Form for convenience, without termination charges, by providing 90 (ninety) days’ prior written notice to the other party after the expiry of the applicable Lock-in Period.

9.3 Auto-Renewal & Lock-in Period The Subscription Term shall automatically renew for a further term equal to the Initial Subscription Term. You shall not terminate any Service Order Form during the Lock-in Period. In the event of a proven material breach by Sagar Informatics, You may terminate upon 60 days’ prior notice. Termination within the Lock-in Period for reasons other than material breach shall be construed as a material breach by You, and You shall be liable to pay the Minimum Commitment Fee for the remaining period of the Lock-in Period as liquidated damages, in addition to dues payable until the date of termination.

9.4 Suspension Rights Sagar Informatics may suspend Your Merchant Account or restrict access to the Services immediately on the following grounds:

• Late payment or non-payment of fees
• Your breach of obligations under this Agreement, not cured within 36 hours of receiving notice
• Sagar Informatics becomes aware of a security threat
• You fail to upgrade software or provide necessary consents required for providing the Services
• You do not execute a Service Order Form within 7 (seven) days of commencement of services by Sagar Informatics

9.5 Liability on Suspension / Termination Sagar Informatics shall not be liable for any loss or damage arising from such suspension or termination. You shall be liable for all losses and damages suffered by Sagar Informatics arising from any wilful act or negligence on Your part.

10. Intellectual Property

10.1 Proprietary Rights & Ownership Sagar Informatics and its licensors retain all right, title, and interest in and to the Marketplace Mitra technology, software, platform, and Usage Data. You acknowledge and agree that all right, title and interest in and to the Services and the Software, including associated intellectual property rights and all improvements, modifications, revisions, derivative works, customisation and integration work product, customer feedback, suggestions and white-label branded applications, are and shall remain the sole and exclusive property of Sagar Informatics. You understand and agree that the Services are provided as web-based hosted solutions, and you are not entitled to access or receive the source code or underlying software of any Service. You shall not remove or alter any proprietary or restrictive notice or legend affixed to, embedded, contained or included in the Software or Services or any material provided by us.

10.2 Licence to Use Our Services Subject to these Terms, we grant to you a limited, non-exclusive, non-transferable licence to use our Services for your internal use and not for resale or further distribution. Your right to use our Services is limited by all terms and conditions set forth in these Terms. Except for your pre-existing rights and this licence granted to you, we and our licensors retain all right, title and interest in and to our Services, including all related intellectual property rights. Except as otherwise explicitly provided in these Terms or as may be expressly permitted by applicable law, you will not, and will not permit or authorise any third-party to:

(i) Reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of our Services.

(ii) Rent, lease or sublicense access to any of our Services.

(iii) Circumvent or disable any security or technological features or measures of our Services.

10.3 Feedback Any feedback or suggestions You provide are given exclusively “AS IS,” in Your sole discretion, and will not be used by Sagar Informatics in any way that identifies or permits Your identification. Sagar Informatics may freely incorporate into its products any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by You or any other user.

10.4 Marketing Rights You agree that Your name, logo, feedback, recommendations, and case studies may be used by Sagar Informatics for any purposes including marketing and promotional materials. Online, offline and such rights are granted on a worldwide, perpetual basis.

11. Confidentiality

11.1 Mutual Confidentiality Obligations Each party agrees to maintain strict confidentiality with respect to all commercial and other information, documents, data, processes, trade secrets, and any information connected with the business of the other party, whether written, oral, or in any other form (“Confidential Information”). The receiving party shall take all necessary precautions to keep confidential Information secret and confidential. You shall limit access to confidential Information to those of your personnel for whom such access is reasonably necessary for the proper use of the Services. You shall be responsible for any breach of these Terms by any of your personnel. You shall protect the confidential Information with the same degree of care, but no less than a reasonable degree of care, to prevent unauthorised disclosure or use of confidential information, as you exercise in protecting your own proprietary information. These obligations survive for one (1) year after the last date of disclosure under this Agreement.

11.2 Permitted Use & Exceptions Confidential Information shall not be used by the receiving party for any purpose other than the purposes stated under this Agreement and Sagar Informatics’ Privacy Policy. The confidentiality obligations will not apply to:

(i) Information already known to the receiving party and not subject to confidentiality obligations, provided that immediately upon disclosure, you have brought this fact to our attention.

(ii) Information that enters the public domain other than through a breach by the receiving party.

(iii) Information received from a third party without breach of any obligation of confidentiality.

(iv) Information disclosed pursuant to administrative or judicial action, provided that you shall use your best efforts to maintain the confidentiality of the confidential Information.

(v) Information created independently by the receiving party without relying on or using the disclosing party’s confidential Information.

11.3 Disclosure to Affiliates You also grant Sagar Informatics the right to disclose Your Account Information to its affiliates, partners, or third parties for purposes permitted under this ToS.

11.4 Insider Trading You expressly acknowledge that some or all confidential Information disclosed by Sagar Informatics may constitute Unpublished Price Sensitive Information (“UPSI”) regulated under SEBI (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto. You and Your employees, consultants, and representatives shall not use or communicate any UPSI for any purpose whatsoever, including subscribing to, buying, or selling Sagar Informatics’ securities. You shall ensure that all UPSI is kept safe, secured, and protected at all times.

12. Limitation of Liability

Important: Please Read Carefully

Under no circumstances, including negligence, shall Sagar Informatics be liable for any consequential, indirect, incidental, punitive, extraordinary, exemplary, or special damages — including loss of use, business interruptions, loss of data, loss of profits, or loss of revenue — resulting from the use of, or inability to use, the Marketplace Mitra platform or its Services, even if advised of the possibility of such damages.

In no event shall Sagar Informatics’ total liability to You for all damages, losses, and causes of action (whether in contract, tort, or any other legal or equitable theory, including negligence) exceed the previous month’s actual fee received from You. This limitation of liability shall survive any termination or expiry of the relevant Agreement.

13. Indemnification

You shall indemnify and hold harmless Sagar Informatics, its affiliates, any third-party content or infrastructure providers, and their respective directors, officers, personnel, contractors, and agents, from and against any claims, losses, damages, liabilities, costs, or expenses resulting from or connected to:

• Your use of the Platform and the Services
• Your breach of this Agreement, including the ToS, Service Order Form, or any other agreement
• Any other restriction or guideline provided by Sagar Informatics that You have violated

This indemnification obligation shall survive at all times, including after termination of this Agreement.

14. Force Majeure

Sagar Informatics will have no liability for any failure to perform its obligations under this Agreement arising from events beyond its reasonable control, including but not limited to acts of war or terrorism, natural disasters, pandemic-related restrictions imposed by central or state authorities, failure of electricity supply, riot, civil disorder, civil commotion, or any other force majeure event.

15. Dispute Resolution, Governing Law & Jurisdiction

The terms of this ToS and all related policies and documents shall be governed by and construed in accordance with the laws of India. The courts of Ahmedabad, Gujarat shall have exclusive jurisdiction to adjudicate any and all disputes arising out of or in connection with this ToS and any related agreements executed between the Parties.

In the event of any dispute, the Parties agree to first attempt resolution through good-faith negotiations before initiating formal legal proceedings.

16. Miscellaneous

(a) Entire Agreement This ToS, together with the Service Order Form (if executed) and any other agreement executed between the Parties in relation to the Services, constitutes the entire agreement between You and Sagar Informatics.

(b) Conflict of Terms In the event of a conflict between this ToS, Sagar Informatics’ policies, the Service Order Form, or any other agreement, the specific terms of the Service Order Form and/or specific agreement shall override these Terms of Service to the extent of the conflict. For any questions, contact info@sagarinfotech.com.

(c) Relationship of Parties The Parties intend to create a principal-to-principal relationship. Nothing in this Agreement shall be construed to make either Sagar Informatics or You partners, joint venture parties, principals, agents, or employees of the other.

(d) Assignment You shall not assign or transfer any of Your rights, benefits, or obligations under this Agreement to any third party, including any subsidiary or group company, without obtaining Sagar Informatics’ prior written approval.

(e) Severability If any provision of this Agreement is determined by a court to be unlawful or unenforceable, the remaining provisions shall continue in full effect. If an unlawful provision would be valid if partially deleted, that part shall be deemed deleted and the rest shall continue.

(f) Waiver No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

(g) Amendment Sagar Informatics reserves the right to amend this ToS or its policies at any point in time at its discretion. Amended terms shall be effective from the date of publication. Your continued use of the Platform shall constitute acceptance of any amended terms.