DIRECT SELLER AGREEMENT

THIS AGREEMENT (the "Agreement") is made on , by and between SAFE AND SECURE
ONLINE MARKETING PRIVATE LIMITED, a Company incorporated under the provisions of the Companies Act,
1956 and amended upto Companies Act 2013, DIRECT SELLING ENTITY and having its registered office at A-
3/24 JANAKPURI, NEW DELHI – 110058 INDIA (hereinafter referred to as "COMPANY") and

Direct Seller / a Company/ Individual, having office/residence at

(Hereinafter referred to as “DIRECT SELLER”)

These terms and conditions are construed in accordance with the provisions of “The Consumer Protection Act
2019” and Consumer Protection (Direct Selling) Rules 2021 published in a Gazette Notification dated 28th
December 2021, issued by the Ministry of Consumer Affairs Food & Public Distribution, Department of
Consumer Affairs, Govt. of India and it supersedes any prior terms and conditions, discussions or agreements
between Company and Direct Seller.

The applicant herein intending to become a direct seller of the company shall go through these terms and
conditions and if he/she agrees and accepts these terms and conditions, he/she shall append his signature in
the column provided hereunder as token of his/her acceptance. Choosing to join the above mentioned
Company is the exclusive decision and choice of the applicant. There is no role or any suggestion on the part of
the company in taking such a decision by the applicant. Furthermore there are no registration charge /entry or
subscription fees etc. for becoming a direct seller of the company. The company exclusively uses its website /
mobile application to display the details of the products, its price, marketing method/plan, compensation
method/plan, sales incentives and business monitoring etc.

DEFINITIONS

As used herein, the following terms shall have the meanings set forth below:

1) "Direct selling entity" or "Company" means an entity which sells or offers to sell goods or services
through a direct seller. The company SAFE AND SECURE ONLINE MARKETING PRIVATE LIMITED is the
Direct Selling Entity.

2) "Direct Seller" means a person appointed or authorized by a direct selling entity through a legally
enforceable a written contract to undertake direct selling business on a principal to principal basis.

3) "Direct selling" means marketing, distribution and sale of goods or providing of services through a
network of direct sellers.
 4) "Cooling-Off Period" means the duration of time counted from the date when the direct seller and the
direct selling entity enter into an agreement and ending with the date on which the contract is to be
performed and within which direct seller may repudiate the agreement without being subject to
penalty for breach of contract.

5) "Website" means the official website of the company i.e. www.safeshopindia.com or any other online
publication means authorized by the Direct Selling Entity, which the company may notify from time to
time.

6) "Product" shall mean the Company's product to be sold by Direct Seller and such product as may be
communicated by the Company in writing to the Participant Direct Seller from time to time or be
published / displayed on the website.

7) "Services" shall mean the Company's services to be sold by Direct Seller and such services as may be
communicated by the Company in writing to the Participant Direct Seller from time to time or be
published on the website.

APPOINTMENT

The Company upon scrutiny and verification of the Application may register / appoint the Applicant as "Direct
Seller" for selling the products / services of the Company. The Company shall be at liberty to accept or reject
the application at its discretion without assigning any reason whatsoever.

The Applicant / Direct Seller hereby agree as under:

1. That he/she has clearly understood the marketing methods/plan, compensation method/plan, the
incentive plan, its limitations and terms & conditions. He/she agrees that he/she is not relying upon any
misrepresentation/s or fraudulent inducement or assurance or commitment that is not set out in the
terms and conditions of this agreement or marketing plan / incentive plan or any other officially printed
or published materials of the Company. Furthermore shall abide the law as envisaged in “The Consumer
Protection Act 2019” and Consumer Protection (Direct Selling) Rules 2021 published in a Gazette
Notification dated 28th December 2021, issued by the Ministry of Consumer Affairs Food & Public
Distribution, Department of Consumer Affairs, Govt. of India.

2. The Direct Seller further confirms that he/she has read and understood the terms & conditions of this
agreement carefully and agrees to be bound by them. Further the Direct Seller confirms that he/she has
already attained the age of Majority.

3. Relation between the Company and the Direct Seller shall be governed, in addition to terms &
conditions of this agreement, by the rules and procedure mentioned in the marketing plan and other
documents which are available on website or provided by the company in any manner.

4. Direct Seller is an independent contractor, and nothing contained in this agreement shall be construed
to the following :

a) Give any party the power to direct and control the day-to-day activities the other party
 b) Constitute the parties as anything else but independent entities including but not limited to
partners, agencies, joint ventures, co-owners

c) Allow Direct Seller to create or assume any obligation on behalf of Company for any purpose
whatsoever

5. Direct Seller is not an employee of the Company and shall not be entitled to any employee's benefits.
Direct Seller shall be responsible for paying all taxes whether direct or indirect including but not limited
to Income Tax, GST and other taxes chargeable to Direct Seller on amounts earned hereunder. All Legal,
Statutory, financial and other obligations associated with Direct Seller's business / income shall be the
sole responsibility of the Direct Seller.

6. It is made and understood in very clear terms that a Direct Seller is not an Agent, Employee nor an
authorized representative of the Company or its service providers. He is not authorized to
receive/accept any amount/payment for and behalf of the Company and any payment received by
him/her from any party shall not be deemed to be received by the Company.

7. Direct Seller, hereby declares that all the Information furnished by him/her is true and correct including
that Direct Seller is not convicted or bankrupt during the last 5 years prior to his/her association with
the business of Direct Selling or a person of unsound mind. Company shall be at liberty to take any
action against the Direct Seller in case it is discovered at any stage that the Direct Seller has furnished
any wrong/false/misleading information to the Company or other direct sellers.

8. If any relative as defined under the provisions of Income Tax Act, 1961 or defined under the provisions
of Companies Act, 2013 of existing direct seller desire to become direct seller then he/she shall disclose
the relationship with existing direct seller to the company. It is the company's sole discretion to accept
or reject the application of such relatives.

The Direct Seller shall be entitled to the following privileges:

1) Incentive for effecting sale of products / services of the Company as per marketing plan, compensation
method/plan, the incentive plan etc.

2) Search and inspect his/her account on the website of the Company through credentials awarded by the
Company.

3) Incentive of the Direct Seller shall be in proportion to the volume of performance by the Direct Seller
either by his personal efforts or network of Direct Sellers as stipulated in the marketing plan,
compensation method / plan or the incentive plan of the Company.

4) The Direct Seller shall be entitled to a cooling off period of 30 days to terminate this agreement from
the date of acceptance of this agreement without any punishable clause. Direct Seller needs to
expressly inform the Company about termination of the agreement. In the absence of any
communication from Direct Seller, it will be considered consent of the Direct Seller to act as Direct
Seller with the Company under the terms and conditions of this agreement
 5) The Direct seller shall have the option to return the currently marketable goods purchased by him/her
within period from the date of the purchase. Such return shall be governed by the buyback policy
published / displayed in the website of the company, which can be found at REFUND / RETURN POLICY
(https://www.safeshopindia.com/refundpolicy)

BUY BACK POLICY FOR DIRECT SELLERS -PRODUCTS

The Company provides a Buy Back Policy to the Direct Sellers who wishes to resign as a Direct Seller and return
any products / services that are in good condition, useable, resalable, restock-able, unopened, and unaltered
and must have a shelf life of at least 6 months.

If the Direct Seller resigns within 30 days from the purchase of the product(s), the Company shall provide a full
refund for the product(s) to the Direct Seller.

If the Direct Seller resigns after the 30 days from the date of purchase of product(s) from the Company, the
amount refunded will be equal to Direct Seller’s cost of the product(s) being returned, less total bonus /
compensation / incentive paid out by the Company on the original purchase, less service charge.

OBLIGATIONS OF THE DIRECT SELLER

1) The Direct Seller hereby undertakes not to compel or induce or mislead any person with any false
statement / promise to purchase products from the Company or to become Direct Seller of the
Company

2) Direct Seller shall use his/her best efforts to promote the sale of products and services offered by the
Company

3) Direct Seller shall also provide reasonable assistance to Company in promotional activities. Direct Seller
will assist the company by taking part in all promotional events; use the marketing inputs judiciously for
maximizing sales of the products and services offered by the company. Direct seller shall offer accurate
and complete explanations and demonstrations of products and services along with their price,
payment terms, return policies etc. to a prospective consumer.

4) Direct Seller shall take care for all obligations; provisions terms and conditions etc. of the provisions of
“The Consumer Protection Act 2019” and Consumer Protection (Direct Selling) Rules 2021 published in
a Gazette Notification dated 28th December 2021, issued by the Ministry of Consumer Affairs Food &
Public Distribution, Department of Consumer Affairs, Govt. of India.

5) The Company reserves its right to withheld / block/ suspend the rights and privileges of the Direct Seller
if he / she fails to provide any details as desired by the Company from time to time.

6) In case the Direct Seller loses his contractual capacity due to any reason or in case of death of the Direct
Seller, either his nominee or one of the legal heir with the written consent of all the legal heirs may join
the Company as Direct Seller in place of the deceased provided he applies in prescribed form and
undertakes to abide all rules and regulations, terms and conditions of this agreement in the same
manner as that of original Direct Seller. In case of failure to arrival at such consent within six months
 from the date of death of the Seller or losing his/her contractual capacity, the Company shall be at
liberty to terminate the Direct Seller.

7) Direct Seller shall be sole responsible for all the arrangements, expenses, permission from local
authorities, complying with rules of Central Government, State Government, local body or any other
Government body for the meetings and seminars or any other event conducted by the Direct Seller.

8) Direct Seller is prohibited from listing, marketing, advertising, promoting, discussing, or selling products
/ services, or the business opportunity on any website / online portal / mobile application / online
forum or any other online medium without a written consent of the Company.

9) Direct Seller shall at the initiation of any sale representation, truthfully and clearly identify himself /
herself, disclose the identity of the direct selling entity, the address of place of business, the nature of
goods or services sold and the purpose of such solicitation to the prospect; and make an offer to the
prospect providing accurate and complete information, demonstration of goods and services, prices,
credit terms, terms of payment, return, exchange, refund policy, return policy, terms of guarantee and
after-sale service;

10) Direct Seller shall provide requisite document / information to the prospective consumer / consumer at
or prior to the time of the initial sale about the direct selling entity and the direct seller comprising the
name, address, registration number, identity proof and contact number of the direct seller, complete
description of the goods or services to be supplied, the country of origin and price of the goods, the
order date, the total amount to be paid by the consumer, including the consumer's rights to cancel the
order or to return the product in saleable condition and avail full refund on sums paid and complete
details regarding the complaint redressal mechanism of the direct selling entity;

11) Direct Seller shall be under obligation if required under law to obtain goods and service tax registration,
Permanent Account Number registration, all applicable trade registrations and licenses and comply with
the requirements of applicable laws, rules and regulations for sale of a product and also ensure that
actual product delivered to the buyer matches with the description of the product given.

12) Direct Seller shall take appropriate steps to ensure the protection of all sensitive personal information
provided by the consumer in accordance with the applicable laws for the time being in force and ensure
adequate safeguards to prevent access to, or misuse of, data by unauthorized persons.

DIRECT SELLER SHALL NOT DO FOLLOWING ACTS

1) Direct Seller shall not visit a consumer's premises without identity card and prior appointment or
approval or provide any literature to a prospect, which has not been approved by the direct selling
entity or require a prospect to purchase any literature or sales demonstration equipment or in
pursuance of a sale, make any claim that is not consistent with claims authorized by the direct selling
entity.

2) Direct Seller shall not selling a product or service by misrepresenting in order to successfully complete a
sale and includes providing consumers with misleading information about a product or service or
 omitting key information about a product or providing information that makes the product appear to be
something it is not;

3) Direct Seller shall not indulge in fraudulent activities or sales and shall take reasonable steps to ensure
that participants do not indulge in false or misleading representations or any other form of fraud,
coercion, harassment, or unconscionable or unlawful means or engage in, or cause or permit, any
conduct that is misleading or likely to mislead with regard to any material particulars relating to its
direct selling business, or to the goods or services being sold by himself / herself or indulge in mis-
selling of products or services to consumers.

4) Direct Seller shall not use, or cause or permit to be used, any fraudulent, coercive, unconscionable or
unlawful means, or cause harassment, for promoting the business, or for sale of goods or services or
charge any entry fee or subscription fee from prospect.

5) Direct Seller shall comply with the requirements of all relevant laws, including payment of taxes and
deductions thereunder and shall not induce consumers to make a purchase based upon the
representation that they can reduce or recover the price by referring prospective customers to the
direct sellers for similar purchases.

6) Direct Seller shall not promote a “pyramid scheme” or enroll any person to such a scheme or participate
in such arrangement in any manner or participate in “money circulation scheme” during the business
activities.

MODIFICATION OF THE AGREEMENT

Notwithstanding anything stated or provided herein, Company reserves the complete rights and discretion to
modify, amend, alter, or vary the terms and conditions, products, services, marketing plan, compensation
plan/method, incentive plan/method and any other policies at any time without any prior notice.

Modification shall be published through the official website of the Company or any other mode as company
may deem fit and proper and such modification/amendment shall be applicable and binding upon the Direct
Seller from the date of such modification/notification. If the Direct Seller does not agree to such amendment,
he/she may terminate his/her rights, benefits and privileges as a Direct Seller within 30 days of publication of
such modification/notification by giving a written notice to the Company to such effect. Without any objection
to such modifications/alterations it shall be deemed that he/she has accepted all modifications and
amendments in the terms & conditions of this agreement.

COMPENSATION / SALES INCENTIVE

The Company shall pay the Direct Seller sales incentive/commission/compensation as prescribed in the
Marketing Plan / Compensation Plan / Sales Incentive Plan which shall be available at the website of the
company. The sales incentive/commission/compensation will be subjected to the relevant taxes as applicable.
Paying such Taxes is the responsibility of the Direct Seller. The Company reserves its right to revise the rates
and methods of calculating sales incentive/commission/compensation from time to time. The Company does
not guarantee/assure any particular or fixed facilitation fees or fixed income to the Direct Seller. Furthermore
sales incentive/commission/compensation can be achieved by the Direct Seller only on the basis of continuous
augment / efforts by him/her or their network of direct sellers to promote / sell the products of the company.

BUSINESS EXPENSES

Direct Seller shall bear the cost and expense of conducting its business in accordance with these terms and
conditions. The company will not entertain any reimbursement on any expense made by the Direct Seller other
than sales incentive earned by the Direct Seller as per the Marketing Plan / Compensation Plan.

USE OF PERMITTED MATERIAL FOR PROMOTION

Direct Seller shall not use any literature, etc to a prospect which has not been approved by the company.

CUSTOMER COMPLAINTS

Direct Seller shall notify the Company of any Customer's complaints regarding either the Products or the
Services immediately and forward to Company the information regarding those complaints. Failure to do so
may be considered as withholding critical information from the Company.

NON COMPETE DURING ASSOCIATION

The company invests it’s time, money, intellectual property along with many other resources to educate, train,
improve skills and provide insights to Direct Sellers therefore during the term of association as direct seller with
the Company, Direct Seller shall and/or his/her relative as defined under the provisions of Income Tax Act,
1961 or defined under the provisions of Companies Act, 2013 not represent, promote or otherwise try to do
direct selling activities that, in Company's judgment, compete with its direct selling activities.

NON COMPETE AFTER TERMINATION OF AGREEMENT

The company invests it’s time, money, intellectual property along with many other resources to educate, train,
improve skills and provide insights to Direct Sellers therefore for a period of 6 months after the Direct Seller is
no longer in working with the Company, the Direct Seller or through his relative will not, directly or indirectly,
either as proprietor, stockholder, shareholder, partner, officer, employee or otherwise, distribute, sell, offer to
sell, or solicit any orders for the purchase or distribution of any products or services which are similar to those
distributed, promoted, sold or provided by the Company.

TERMINATION

The company is free to review the performance of any Direct Seller at timely intervals. Any Direct Seller not
performing to the full satisfaction of the company in terms of securing new orders or in compliance of
company's policies and terms and conditions of this agreement is liable to be terminated.

The Company shall issue a notice to the direct seller who is found liable for termination, after 30 days of the
issuance of such notice this agreement shall be terminated.

The Company shall be at complete liberty to terminate this agreement and devoid the direct sellers of their
benefits, rights and privileges in occurrence of any of the following event(s):
 1. Where a direct seller is found to have made no purchases by himself/herself of products and services
for a period of 2 years since the date of joining the Company as a Direct Seller or where there is no
purchases by himself/herself of products or services for a continuous period of 2 years since the date of
the last purchases made.

2. Where a direct seller failed to comply with any terms and conditions of this agreement or violates the
same.

3. Where information given by direct seller is found wrong/false/misleading intentionally or otherwise.

4. Where direct seller is no longer the citizen of The Republic of India.

5. Where direct seller is convicted of an offence punishable imprisonment of whatever term.

6. Where direct seller resign voluntarily.

7. Where company deem it necessary to terminate the direct seller in the interest of company's business
or in the interest of others direct sellers connected thereof including opening of new company doing
the same business activities as of Direct Selling entity herein, Crossline, Joining other company by Direct
Sellers or his/her family members.

8. Where the Direct Seller contravenes the terms and conditions of the Direct Seller Code of Conduct.

RETURN OF MATERIALS UPON TERMINATION

All of Company's trademarks, trade names, data, photographs, literature, and sales aids, all kinds of customer
related databases and any other information generated shall always remain the property of Company. Within
15 days after the termination of direct seller ship, Direct Seller shall return all such items to the company.
Direct Seller shall not make or retain any copies of any confidential items or information that may have been
entrusted to it. Effective upon the termination of this agreement Direct Seller shall cease to use all trademarks,
marks and trade name of Company.

CONFIDENTIALITY

Direct Seller acknowledges that by reason of its relationship to Company hereunder, it will have access to
certain information and materials concerning Company's business plans, customers, technology, and products /
services that is confidential and of substantial value to Company, which value would be impaired if such
information were disclosed to third parties. Direct Seller agrees that he/she shall not use in any way for its own
account or the account of any third party, nor disclose to any third party any such confidential information
revealed to him/her by the Company during or after his/her term as a Direct Seller with the Company.

Company shall advise the Direct Seller whether or not it considers any particular information or materials to be
confidential. In the event of termination, there shall be no use or disclosure by Direct Seller of any confidential
information of the Company.

JURISDICTION
The terms and conditions stipulated in the forgoing paragraphs shall be governed in accordance with the law in
force in India. Excluding Grievance Redressal Clause of the terms & conditions of this agreement, all Disputes,
either civil or criminal in nature, shall be subject to the exclusive territorial jurisdiction at Delhi Court including
Hon’ble High Court.

GRIEVANCES REDRESSAL

In case of any complaint / grievance, the Direct Seller will have to inform in writing to the Company. Direct
Sellers can raise complaints / grievances on the Company website. The Company Officials (Grievances Redressal
Committee) shall immediately take up the matter for redressal.

All disputes in relation to the products and services, Company's marketing plan, compensation plan, incentives
etc. shall be heard and given a unique identification number which shall be addressed swiftly and Company
shall put its best efforts in resolving it within 30 days from the date of receipt of the complete details in respect
of the grievance. If the nature of the matter is such where it is not reasonable to resolve within the above
mentioned time frame, the Company shall try to resolve it quickly to the best of its abilities and information of
the same shall be given to the grieving person. Contact details and facility to communicate with Grievance
Redressal Committee can be found on the Company's website i.e. (https://www.safeshopindia.com/grievance).

FORCE MAJEURE

The Company shall not be liable for any failure to perform its obligations where such failure has resulted due to
Acts of Nature (including fire, flood, earthquake, storm, hurricane or other natural disaster), war, invasion, act
of foreign enemies, hostilities (whether war is declared or not), civil war, rebellion, revolution, insurrection,
military or usurped power or confiscation, terrorist activities, nationalization, acquisition of the company's
asset by the government to any other government / semi government agency, civil / financial emergency by
the government, any other government sanction, blockage, embargo, labour dispute, strike, lockout or
interruption or failure of electricity, Raw Material Supply Constraint, or any type of redirection by Government
(Central and / or State), local Authority or any other government department.

ENTIRE AGREEMENT

This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter
herein and supersedes any prior discussions or agreements between them. No modification of or amendment
to neither this Agreement, nor any waiver of any rights under this Agreement to be done unilaterally and it
shall be effective unless in writing signed by the party to be charged.

NOTICES

Any notices required or permitted by this Agreement shall be deemed given if sent by certified mail, official
email, postage prepaid, return receipt requested or by recognized overnight delivery service to the registered
address of the Company.

NON ASSIGNABILITY

Direct Seller agrees that its rights and obligations under this Agreement may not be transferred or assigned
directly or indirectly without the prior consent in writing of the Company, except that the Company may assign
this Agreement to a successor of all or a substantial portion of its business, or to a party controlling, controlled
by or under common control with the Company.

SEVERABILITY

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining
provisions shall nevertheless remain in full force and effect.

HEADINGS

Headings used in this Agreement are provided for convenience only and all not be used to construe meaning or
intent.

(Name of the Applicant) (Date & Place) (Signature)

DECLARATION BY APPLICANT DIRECT SELLER

1) I am of or above 18 years of age, I am an Indian Citizen and I have provided the required information
accurately, I have documents to support this declaration and information I provided along with my
application for being a Direct Seller.

2) I have read and understood the terms and conditions for appointment as a Direct Seller of the Company
published on the company website and understands that by submitting this declaration I will be
entering into a non-transferable binding agreement as per the Indian Contract Act 1872 and I shall be
terminated if I do not adhere to these terms.

3) I hereby declare that Compensation Mechanism (ie. Business Plan) has been explained to me clearly
and I have understood it and agree to the work as a Direct Seller to avail compensation / incentives and
benefits as per compensation mechanism published on the company website.

4) I declare that I have not been given any assurance or promise or inducement by the Company or its
Directors or the Direct Seller who is introducing me in regard to any fixed income incentive, prize or
benefit on account of any purchase and I have applied to appoint me as a Direct Seller on my own
volition

5) I shall not publish any information or claim which is not in accordance with the company and I shall not
sell / list / publish anything thereof.

6) I have clearly understood that eligibility of income exclusively depends on my performance in business
volume as per the marketing method / plan, compensation method / plan. I further agree that the
company reserves the right to change the marketing method / plan, compensation method / plan at any
point of time without any prior notice
 7) I have been informed and explained clearly about the Company’s various offerings, its policies and
activities along with Cooling off period, Refund / Return Policy and Grievances Redressal Mechanism by
the Direct Seller who is introducing me and I have understood them and agree to these terms stated in
the above mentioned agreement.

8) I undertake to abide by the provisions of “The Consumer Protection Act 2019” and Consumer
Protection (Direct Selling) Rules 2021 published in a Gazette Notification dated 28th December 2021,
issued by the Ministry of Consumer Affairs Food & Public Distribution, Department of Consumer Affairs,
Govt. of India.

9) I shall attend the mandatory orientation in person or online to learn about various aspects of
conducting the direct selling activities, company’s compensation mechanism (ie. Business Plan) and
company’s offerings.

10) I hereby declare that all the Information furnished by me is true and I am not convicted or bankrupt
during the last 5 years prior to my association with the business of Direct Selling.

11) I hereby authorize the Company to send me updates regarding my distributorship & purchases via SMS
and Email.

12) I hereby agree to submit all disputes to Grievances Redressal Committee as provided in the terms and
conditions of the above mentioned agreement and I have also understood and agree to the jurisdiction
stated in the above mentioned agreement.

(Name of the Applicant) (Date & Place) (Signature)