GENERAL PROVISION AND ACCEPTANCE

“MAGBOOK® (a business unit of TDMN LLP”) and you (if registering as an individual [Author]) or the entity you represent (if registering as a Business Unit / Publisher / Trust / NGO etc.) (“Seller” or “you”) as a seller on Magbook. Under this Agreement, you authorize Magbook, among other things to sell on Magbook and any related websites and applications owned or operated by or on behalf of Magbook (collectively, the «Websites»), you as an individual, or the Company, Trust, NGO on behalf of which you are registering, (referred to herein as «Seller») agree to be bound by these MagBook Terms and Conditions INCLUDING, BUT NOT LIMITED TO, THE PRIVACY POLICY, THE FEES SCHEDULE AND THE PROHIBITED PRODUCTS LIST (collectively, with any Attachments or Exhibits, the «Agreement»), which are by and between Magbook (together with its affiliates, «Magbook») and Seller (each, a «Party» and collectively, the «Parties»). This Agreement is effective as of the date Seller registers for the Websites via the Portal or otherwise accepts the Agreement (the «Effective Date of registration»).

You indicate your consent to the terms of this Agreement by clicking on acceptance stating “I have read and agree to comply with and/or be bound by the terms and conditions of Magbook Agreement” that is presented to you at the time you sign up to list your Books (products) on the Magbook.

RIGHT TO SELL

a) This agreement establishes that Magbook has been given the exclusive right to sell Literature products. However, this agreement is conditional upon a review of Magbook’ s performance, which will determine whether or not the agreement will be renewed. The renewal period for this agreement will be for 1 year. As a gesture of goodwill, the Seller will assist Magbook by listing them in their online directory and online/offline shop as a supplier of Literature products. This listing is intended to generate additional sales and help Magbook succeed in their role as the exclusive seller of Literature products.

b) During the term of this agreement, Magbook will endeavor to ensure that the Seller's intellectual property rights, including trademarks, patents, and copyrights, are adequately protected in the relevant jurisdiction. However, after the termination of this agreement, the responsibility for maintaining such protection will revert back to the Seller.

c) Under the terms and conditions of this agreement, Magbook is granted a non-exclusive right to sell products to anyone, anywhere, as long as they maintain high standards of business professionalism and ethics and adhere to the requirements outlined in this agreement. The seller and its representatives do not have the right to control or direct the specifics of how Magbook sells products to its customers. However, the Seller can offer preferential territories or markets to other entities while maintaining price parity on the Magbook website.

INTRODUCTION TO MAGBOOK

a) Magbook serves as an online marketplace that connects potential customers and readers with Authors and Publishers offering Literature Products. As a seller on this platform, you are not required to pay any fees for listing your products, nor are you charged monthly or marketplace fees for any assistance provided by Magbook in managing your products. This assistance may include product descriptions, professional photography, image editing, or any other services provided. However, you will be charged a commission on every product that is sold through Magbook's platform.

KEY DEFINITIONS

a) The term "Magbook" refers to any location where Literature Publication makes their products available or listed, which may include the Magbook website or any other webpage, application, mobile interface, service, or user interface that allows for the discovery, download, or purchase of products on Magbook.

b) The term "Literature Products" or "Products" refers to the products and listings that the seller delivers to Magbook or makes available through the portal. Additionally, "Products" also encompass any new products that are not already listed on the platform.

c) The term "Magbook Policies" refers to the terms, rules, and policies that Magbook makes available at Magbook/seller-policy. These policies set forth the requirements for including your products in the Magbook marketplace and may be modified by Magbook from time to time.

d) The term "Buyer" refers to a user of the Website who places an Order on the Seller-listed items on the Website for products or services.

e) The term "Order" refers to a binding purchase order placed by a Buyer on Magbook for the supply of products or services from the Seller.

f) “Website” means ‘Magbook’ and instances of the same.

SELLER ACCOUNT

a) In order to start using the online marketplace, the Seller must register on the Magbook Website. After agreeing to be bound by this Agreement and completing the registration form, Magbook will establish an Account for the Seller. Magbook reserves the right to refuse to register a new Seller without providing any reasons. It is not permissible for a Seller to register more than one Account with Magbook.

b) The use of the Website and Services is restricted to parties who are 18 years old or older and can lawfully enter into contracts under applicable law. To register, you must provide the information required on the registration form, as well as any other information that is requested. Magbook will use and exercise its rights with respect to this information. By registering, you authorize Magbook to verify the accuracy of your information and conduct credit or background checks as it deems necessary. Magbook may also request that you provide any documents required for the purpose of performing a background check or verifying your provided information. The specific documents that must be submitted will be specified in the notification sent to you.

c) The Seller is responsible for providing accurate information when registering on the website, and any losses incurred due to incorrect information will be borne by the Seller. The Seller warrants that any information provided about the product, including its characteristics, will be accurate, not misleading, and will not infringe on any intellectual property rights or violate any laws or regulations. Additionally, the information provided will not be defamatory or create liability for Magbook.

d) The Seller must abide by the terms of this Agreement and all legal requirements and shall not use the Website or Services for any unlawful or prohibited purposes. By registering at the Website, the Seller guarantees to act with honesty and in the best interests of both the Seller and Magbook. Magbook reserves the right to restrict the Seller's usage of the Website and/or Services without prior notice if the Seller violates any terms or uses the Website in an unlawful or unacceptable manner.

MAGBOOK’S ROLE

a) Magbook operates as an intermediary platform enabling Authors and Publishers to offer their Literature products to potential customers, while facilitating transactions between Buyers and Sellers; however, it does not act as an agent for either party and does not have any authority over them. Therefore, Sellers are responsible for using the Website and Services at their own risk.

b) When Buyers make a purchase from you using the Magbook platform, they are directly purchasing the Product from you and not from Magbook, which acts only as a facilitator of the transaction; therefore, Magbook has no authority or control over Buyers who make purchases or their payment process and is not responsible for ensuring that Buyers complete a transaction or make payment to you.

c) This sentence is already meaningful, but here's a slightly rephrased version: Magbook is not responsible for verifying the credibility or solvency of any Buyer, nor is it responsible for any settlements between you and Buyers. Additionally, Magbook is not the owner of Products and has no obligation to monitor the quality of Products.

PRODUCTS AND PRICING

a) Magbook allows you to list and sell only literature products and no services.

b) As a Seller, you are permitted to list any Literature product on the Website, except for those that are explicitly prohibited by the Prohibited Literature List, which includes items that are banned by the Government of India/State Government or similar literature.

c) Before making your listed items available for purchase, Magbook may review each of them. Magbook has the right to deny the listing of any product if it does not comply with the terms of this agreement.

d) You guarantee to Magbook and potential Buyers that by listing a Product on the Website, you are the rightful owner or have the right and capacity to sell the Product and that the listing is truthful, current, and complete, and does not misrepresent or deceive anyone. Magbook has the right to stop a sale, limit access to the Website or the Services, or take other measures to limit the availability of any objectionable material, any inaccurately listed Products, any improperly categorized Products, any illegal Products, or any other prohibited Products under this Agreement or the law, at its sole discretion.

e) As the Seller, it is your responsibility to discuss and set the price of the Product in Indian rupees with the Magbook Seller Account Management team, and you agree to sell the Product to Buyers at the listed price. By listing the Product, you are agreeing to complete the transaction in accordance with this Agreement.

TAXES

a) In accordance with the Agreement, you acknowledge and accept that it is your responsibility to determine the tax amount applicable to your sale and to comply with tax laws by collecting, reporting, and remitting any taxes required by the applicable law. Moreover, you agree to indemnify, defend and hold Magbook and its affiliated entities harmless from any claims, damages, costs, expenses, or liabilities that may arise from your failure to fulfill your tax obligations or any other tax-related issues associated with your sales made through the Website and/or the Services.

PRODUCT OWNERSHIP

a) You (not Magbook ) are the owner of your Products.

PRODUCT QUALITY AND WARRANTY

a) You agree to sell only good quality Products.

b) You assure that the Products you offer for sale on the Website meet the standard quality requirements and conditions of their respective kind and do not have any hidden deficiencies.

c) If the Product that you sell is of poor quality and the Buyer returns the faulty Product, you are responsible to provide a replacement with a good-quality Product.

d) "You are required to have a comprehensive and transparent warranty policy for your Products, which should be readily available for review by Magbook at any time."

e) As the Seller, it is required to include a prominently displayed disclaimer of any implied warranties, such as the implied warranties of vendor ability and fitness for a particular purpose, and the warranty of non-infringement on behalf of Magbook, in your Product warranty policy.

PRODUCT ORDER MANAGEMENT

a) Magbook has the exclusive right to choose which products are featured on its website and also has the right to decide which Sellers are permitted to sell their products on the Website.

b) Magbook will act as a platform for the Seller to showcase and distribute their products, and any orders received through the website will be processed by Magbook on behalf of the Seller. In case Magbook collects payments from the Buyers for the Seller's products, Magbook will act as an agent of the Seller to facilitate the transaction.

c) Magbook shall provide the necessary backend for an order management system, etc., for capturing the Buyer/order details placed on the Sellers. Orders placed by Buyer will be forwarded to the Seller for packaging. Seller shall provide content & images of its products to be displayed on the Website. The seller will update the dispatch details via email, or any other mode as may be notified by Magbook from time to time.

d) Upon receiving an Order, the Seller must prepare the product for dispatch within the specified timeframe agreed with Magbook and provide corresponding orders and invoices. If there is a delay, the Seller must inform Magbook immediately and provide an expected time of dispatch. If the product is not ready for dispatch or delivery within the specified time, Magbook will be entitled to a forfeit fee of 10% of the product. The Seller must package and dispatch the product according to the guidelines provided by Magbook. Any promotions by the Seller to the Buyer must include co-branding with Magbook, whether through email, SMS, or any other mode.

PRODUCT SHIPMENT

a) The ownership of the products sold by the Seller will be transferred to the Buyer only after the products are successfully delivered to the destination provided by the Buyer, and until then, the ownership of the products shall remain with the Seller. Magbook will facilitate the shipment of the products between the Seller and Buyer as part of its services. However, any damage that may occur during transit due to inadequate or unsuitable packaging will be the responsibility of the Seller.

b) As a Seller, it is your responsibility to ensure that you have clear, complete, and accurate shipment and delivery guidelines posted on your product pages, which should be made available for review by the Buyer prior to purchase. These guidelines should also be shared with Magbook, and must specify whether the Product price listed on the Website includes shipment costs and whether the product can be shipped or identified as a Click & Collect location or Magbook location.

c) You acknowledge and agree that legal ownership of the Product will remain with you until the Buyer physically receives the Product from you. Furthermore, you agree to ship only the specific Product that the Buyer has ordered and not include any other products, company marketing materials, or information that was not explicitly ordered by the Buyer.

d) The Seller agrees that all products delivered to Magbook for distribution should not contain any prohibited or contraband items or materials, as specified on the "Prohibited items which cannot be sold on People Book Shop" webpage, and indemnifies Magbook in case of any claims made by a third party in relation to such items or materials. The Seller shall bear the risk and consequences of sending such items or materials, and Magbook shall distribute the products in good faith based on the contents provided by the Seller.

e) The Seller will bear full responsibility for any and all costs, expenses, penalties, legal actions, and proceedings arising in connection with the Product, including but not limited to Octroi charges and any other charges imposed by any government authorities at the Central, State, or Local level.

f) Magbook provides Automatic Cost Coverage for the actual value of the product sold, as displayed on its website, and the Seller cannot make any further or additional claims beyond this coverage.

g) Magbook will settle any claims made by the Seller within 60 days of receiving all necessary evidence and paperwork, including a letter of claim and invoice. Claims will not be accepted beyond 90 days from the date of the product's booking, and Magbook will not entertain any communication beyond this period. Additionally, Magbook will destroy all delivery records and related documents after the specified period.

h) Magbook will not be responsible for any loss, damage, misdelivery, or non-delivery of the product resulting from events beyond their control, such as an act of God or force majeure. No claim related to such events will be considered by Magbook.

i) In case of any disagreement between the parties regarding the adherence or non-adherence to the aforementioned terms and conditions, any legal dispute shall be resolved within the jurisdiction of the Mumbai Head Office.

j) Magbook will make every effort to ensure timely delivery of the product in accordance with regular delivery schedules but will not be liable for any delay in delivery, regardless of the cause of such delay. Additionally, Magbook will not be responsible for any consequences arising from such delays and will not entertain any claims related to them. Magbook retains the right to refuse the booking of any product without explanation and may inspect the condition of all products prior to shipment. As such, Magbook may ship unsealed products until the inspection is completed.

k) The delivery of the product will be made exclusively to the buyer's doorstep, unless otherwise specified, and in the event of a cancellation, the product will be returned to the seller, and the seller will not be entitled to any further costs or claims related to the cancellation.

SERVICE FEES AND PAYMENTS

a) The Seller agrees to pay the marketplace fees and courier fees for all orders received through Magbook, as stated in Annexure-1. In addition, upon the Buyer's purchase of the Product, the Seller shall pay Magbook Commission Fees as per the Fees Schedule of Selling Price, with the moment of purchase being when the Buyer places the order on Magbook's website or services. The obligation to pay Commission Fees is not contingent on the closure of the transaction, cancellation, shipment, delivery, return, payment, or refund of the Product, as the moment of purchase is the only condition for payment.

b) The Seller is required to maintain the same pricing (including taxes) of their products on Magbook as their independent website or any third-party product listing sites, and they will be responsible for payment of all applicable sales tax/VAT; however, Magbook may run promotions offering benefits or discounts to Buyers on the Website after consulting with the Seller.

c) The payment for the product can be made either through Cash-On-Delivery or online payment using the marketplace services authorized by the Buyer, however, it is important to note that despite the authorization of such payments, Magbook is not the purchaser of the Product, and in case of any dispute with the Buyer, Magbook will resolve it with the Buyer, except in cases where the product is faulty.

d) Magbook will release the payment for the Seller on the 17th or 18th day of every month, after the completion of the customer's 14-day cooling-off period, by way of account payee cheque/RTGS/NEFT and deducting Magbook's fee as per Annexure-1. However, if the cooling-off period is less than 2 days, the payment will be made on the 7th or 8th working day of the month.

PRODUCT REFUNDS AND RETURNS

a) Magbook agrees to provide prompt, and in most cases, a 100% refund to the Buyer in the following circumstances: if the Buyer did not receive the Product if the Product was damaged during shipment if the Product does not match the description as listed, or if the Buyer receives a Product other than the one he/she ordered.

b) If a Buyer believes they are entitled to a refund, they can contact Magbook, and the company will then contact the Buyer. If the Buyer submits a claim to Magbook regarding a Product or order from a Seller, Magbook may research the claim and potentially contact the Seller about it. The Seller must respond to any inquiry by Magbook within two days, and they acknowledge that Magbook s decisions regarding the claim are final and binding. If Magbook pays any amount to the Buyer in connection with the Buyer's claim or the Buyer seeks a chargeback, the Seller must reimburse Magbook promptly for the transaction amount and any associated fees and charges.

INTELLECTUAL PROPERTY

a) Magbook owns and holds the copyrights, trademarks, and registered trademarks for the URLs representing the Magbook website, its logos, and all related services described on the website, including all page headers, custom graphics, designs, button icons, scripts, and source code. You are not permitted to copy, imitate, modify, alter, amend, or use any of these without the prior written consent of Magbook. The Website and any content on it are the exclusive property of Magbook and its licensors, and all rights, titles, and interests in them are owned by Magbook.

PRIVACY POLICY

a) In order to use the Magbook website and services as a Seller, you must comply with the procedures and conditions set forth in the Magbook Privacy Policy. You acknowledge that your personal data will be used by Magbook to identify you as the Seller and to facilitate the execution of this Agreement. Additionally, you agree that Magbook may provide necessary information to Buyers regarding any issues that may arise with their purchase of the Product or referral. However, Magbook shall not be held liable for the collection and/or disclosure of such information to the Buyer or Affiliate. You further agree not to use any information about other users obtained from the Website or disclosed by Magbook for solicitation, spamming, harassment, or other activities deemed unacceptable or objectionable by Magbook.

AGREEMENT TERMINATION

a) The duration of this Agreement commences upon successful registration for a Magbook Account as a "Seller" and continues until termination for any reason. If you wish to terminate this Agreement, you may close your account and notify Magbook of your decision by sending an email to mail@Magbook. The termination of your account shall constitute the termination of this Agreement.

b) Magbook has the right to terminate this Agreement, your Account, and your access to the Website and/or Services at any time and for any reason, without prior notice to you, and halt any pending sales or listings, without any liability or obligation to you.

c) This clause states that you cannot close your Magbook account in an attempt to avoid an investigation into fraudulent activities. If you do attempt to close your account while an investigation is ongoing, Magbook may hold your funds for up to 180 days to protect themselves or any third party from the risk of chargebacks, claims, penalties, and other liabilities. It further notes that even after your account is closed, you will still be responsible for any obligations related to your account.

INDEMNIFICATION

a) You acknowledge and agree to be responsible for any claims, legal fees, damages, losses, costs, and expenses arising from any breach of this Agreement or any other liability resulting from your use of the Website or Services. You further agree to indemnify and hold Magbook, its affiliates, licensors, officers, directors, and employees harmless from any and all liabilities, legal fees, damages, losses, costs, and expenses in connection with any claims or actions brought against Magbook as a result of your breach of this Agreement or your use of the Website or Services.

b) In using the products and/or services offered by Magbook, you accept responsibility for any reversals, chargebacks, fees, fines, penalties, or other losses incurred by Magbook, the Buyer, or any third party due to your actions. As such, you agree to indemnify and compensate Magbook, the Buyer, or any third party for any such liabilities and losses arising from your breach of this Agreement or your use of the products and/or services.

c) As the Seller, if the Buyer claims for reimbursement of damages related to your Product, it is your responsibility to reimburse such damages promptly and appropriately.

d) "You are responsible for reimbursing Magbook for any losses incurred due to state authorities imposing sanctions on Magbook for listing non-compliant Products sold by you to Buyers."

EXCLUSION OF WARRANTIES AND LIABILITY

a) You must understand and acknowledge that the website and services provided by Magbook are not guaranteed to be error-free or uninterrupted, and Magbook does not provide any warranty, representation, or guarantee, express or implied, including but not limited to accuracy, completeness, quality, merchantability, fitness for a particular purpose or non-infringement. Magbook shall not be liable for any injury, loss, claim, damages, or any special, incidental, consequential, exemplary, or punitive damages of any kind arising from your or the customer's access or use of the website and/or services, any content on the website, or any products, goods, materials or services available through the website, whether caused by contract, tort, or negligence, even if Magbook has been informed of the possibility of such damages.

b) If a court or government agency declares any section or portion of this Agreement invalid, the rest of this Agreement will not be affected, and the Agreement will remain valid. The parties will try to revise the invalidated section in a way that will keep the original intent of the Agreement.

c) This Agreement is strictly for your personal use, and you cannot transfer, assign, or delegate any of its terms and obligations to any third party. Any such attempt shall be deemed null and void. The parties shall communicate and exchange notices, consents, and other correspondence through e-mail. The interpretation and governing law for these Terms and Conditions shall be in accordance with the laws of India, without regard to its conflict of laws provisions. Any dispute or claim arising out of or relating to this Agreement shall be initially resolved by the parties through good faith negotiations within thirty (30) days of notice. If not resolved by negotiations, the dispute shall be resolved through The Arbitration and Conciliation (Amendment) Act, 2021.

AUTHORISATION

a) The seller is making a declaration that the officers who signed this agreement have the requisite power and authority to do so, and this declaration serves as a representation and warranty to the other party.

Annexure 1

PART A: SELLER DETAILS

I. The seller details shall remain static as filled by the seller while registering as a seller on Magbook. The details include personal information and account details along with KYC as PAN cards.

PART B: MAGBOOK COST AND COMMISSION FEE STRUCTURE

PART C: TOTAL SETTLEMENT AMOUNT TO SELLER

SELLING PRICE + SHIPPING COST (IF DISPATCHED BY SELLER) – MAGBOOK® COMMISSION FEE = TOTAL PAYOUT

PART D: SELLER AUTHORISATION ^*NOTE

The Seller is responsible for the cost of shipping as per the Courier/Post invoice when the book is shipped, and it will be included in the payout. MagBook and/or the Seller will bear the cost of Free Shipping offers as mutually decided at the time of Listing. By signing this Agreement through their duly authorized representative, the Seller agrees to these terms.

The Seller also confirms that in fulfilling their obligations under this Agreement, they will not infringe on any intellectual property rights of Magbook or any third party.