Seller’s Undertaking and Participation Agreement

This Seller’s Undertaking and Participation Agreement (“Agreement”) states the terms and conditions under which all the legal or natural entities (hereinafter referred to as the “Sellers”), who sell their offerings such as products and or services on the Uniform Resource Locator (i.e., URL) address www.dopetrunk.com (hereinafter referred to as the “Dopetrunk”® or “Dopetrunk” or “Dopetrunk” or the “Site” or the “Website”) on the World Wide Web or the Internet, agree to operate. This agreement is in ADDITION to the “Terms of Use Agreement” and not a replacement of the same. In case of a conflict between the “Terms of Use Agreement” and this Agreement, this Agreement shall prevail.

As used in this Agreement, "you" or "your" or "User" refers to each entity or person(s) subscribing to, using or accessing the Site, directly or indirectly, for the purpose of selling goods and or services; "we", "us", or "our" refers to Dopetrunk Worldwide Pvt. Ltd. and any agent of, independent contractor hired by, designee of, or assignee of Dopetrunk Worldwide Pvt. Ltd.

Definitions. As used in this Agreement, the following terms have the following meanings: “Affiliate” means any entity who accesses the Site directly or indirectly on the behalf of the Sellers or using the Sellers’ information to access the Site to perform any activity.

“Fees” means the amount of money payable to “Dopetrunk” by the Sellers and or the Sellers’ Affiliates for accessing and using of the Site.

This Agreement governs your use of the Site, including all its content and its services (the “Services”). To access the Site and/or use the Services to sell goods or services (collectively “Products”), you must accept all the following terms and conditions of this Agreement without change. BY REGISTERING AS A SELLER OR USING THE SERVICES OF THE SITE, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT. ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE INTO THIS AGREEMENT. Dopetrunk reserves the right to change any of the terms and conditions contained in this Agreement or any policies or guidelines governing the Site or the Services, at any time and at its sole discretion. Any changes will be effective upon posting of the revisions on the Site. We will also update the "Last Updated Date" of this Agreement in the ‘Version control’ section above. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING DOPETRUNK’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, YOU MUST DISCONTINUE USING THE SITE AND THE SERVICES IMMEDIATELY AND PAY ANY OUTSTANDING BALANCE OWED TO DOPETRUNK WITHIN THIRTY (30) DAYS OF TERMINATING YOUR USE.

1. Eligibility. You must be legally capable of entering into contracts and assuming contractual obligations to use the Site and the Services. Minors are not allowed to use the Site or the Services. During registration, you must provide your real name, address, phone number, e-mail address, your correct/legal age, and any other required information and data. You represent and warrant that:

• a. if you are a business, you are duly organized, validly existing and in good standing under the laws of the State & country in which your business is registered, and that you are registering for the Products & Services that you intend to sell, within such State;
• b. you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and
• c. you are currently in compliance with all applicable laws and regulations, and applicable license requirements, and will immediately terminate your use of the Site if at any time you fail to comply with an applicable law or regulation effective in your state and country.
• d. you understand and agree that Dopetrunk may, if it deems fit or necessary - at its sole discretion, refuse to grant you the registration without assigning any reason.

2. Business Model.

• a. You, as Seller, will be the owner of the products uploaded in your shop on Dopetrunk. The property in goods/products will always remain with you and you will be legally responsible for the product’s authenticity, quality and specifications as declared by you on the website. Dopetrunk is not your agent for any purpose.
• b. Visitors and buyers coming on Dopetrunk are independent Parties. Dopetrunk is not an agent of such visitors and buyers.
• c. When buyer selects a product and places order for the same by paying the amount through the payment mechanism provided by Dopetrunk or by choosing ‘Cash on Delivery’ mode of payment, the communication in this regard will go from the Website to the concerned Seller for dispatching the product directly to the buyer.
• d. It is Seller’s responsibility to pack the product in such a way that it is not damaged during the transportation and delivery; and to dispatch the product in timely manner.
• e. Once the product is received by the customer in satisfactory condition, Dopetrunk will release the amount payable for the product, after deducting its Commission Fee and taxes if any applicable, to the Seller within 15 days.
• f. If any discount was offered through Dopetrunk Site on the original list price of the product, the Commission Fee of Dopetrunk for such case will be calculated on discounted price only.
• g. Any tax like VAT or GST payable by the Seller on sale of its product will be deposited by the Seller to the account of the concerned tax account of the government within the legally stipulated time.
• h. Any seller review or rating provided by the buyer to the Seller will be displayed on Seller’s shop page for the benefit of other buyers. Dopetrunk will promote and encourage the practice of Seller rating amongst the buyers.
• i. A debit note shall be raised by Dopetrunk against the Seller in all cases where the goods supplied by Seller are found defective at any stage and such defective goods shall be sent back to it. All expenses relating to such sale like cost of transportation, all kinds of discounts allowed at the time of sale including cash discounts shall be borne by the Seller.
• j. A debit note shall be raised by Dopetrunk against the Seller in all cases where the goods supplied by it are validly returned to it at any stage and all expenses relating to such sale and sales returned like cost of transportation, all kinds of discounts allowed at the time of sale including cash discount shall be borne by the Seller unless deducted from Buyer’s account in accordance with relevant policy.
• k. Unless otherwise provided in this agreement, during the course of specific event or promotion or any other marketing activity undertaken by Dopetrunk, any planned liability on the sale of products or services shall be communicated to the Seller and a decision on sharing of liability shall be taken on case to case basis and shall be communicated to and debited to the account of the Seller from time to time.
• l. The purchase order or the amended purchase order shall be deemed to have been accepted by the Seller, if the same is not otherwise communicated to Dopetrunk within two working days from the date of placement of such order.
• m. All goods and/or services shall be delivered by the Seller in accordance with the time and delivery terms as contained in the Purchase Order/Amended Purchase Order or the applicable policies of Seller as published on the Site; and in absence of clarity in these two documents, within four working days. Else, the same may be accepted by Buyer at a discounted price allowed by the the concerned manager of Dopetrunk at his discretion.

Explanation to clause 2: In case you are an artist from India and not registered under Goods & Services Tax (GST), then you cannot legally be a seller on any online market-place platform. In such a case, the orders for all your products will be placed with Art Stream which will be raising the invoices on the customer and send the instructions for dispatch of goods with invoice copy to you. Despite such an arrangement for being on the right side of the law, you agree that all the obligations and duty of a seller as specified anywhere in this agreement (including in clause 2 above) shall remain on you and you shall comply to fulfill those obligations as if you were the seller. In the invoice of Art Stream, your name will be specified as the dispatcher of the product, and you will get your payment, at the rates specified in this agreement, from Art Stream in similar manner as you might have received from Dopetrunk directly.

3. Dopetrunk’s Fees and Payment Terms. The fees to be charged by Dopetrunk to facilitate the sale/transaction, as communicated to you through the website or by email, that are in effect on the date a Product is sold shall govern the transaction. The current General Schedule of Fees can be found here. You hereby authorize Dopetrunk to deducts its outstanding fees and other recoveries from the payment that Dopetrunk makes to you for your products and services sold through Dopetrunk. If the amount payable by Dopetrunk falls short of the fee and recoverable amounts payable by you, the balance payable amounts shall be payable by you upon demand via a form of payment accepted by Dopetrunk. By accepting the terms of this Agreement and listing Products for sale on the Site, you authorize Dopetrunk to immediately and automatically charge your payment account, when a sale is made, for the amount you owe as described in the Membership and Listing Fees (3.a below). In the event that Dopetrunk is unable to receive an automated payment from you, your account may be automatically disabled and an additional fee may apply for reinstating your membership.

• a. Membership and Listing Fees. Dopetrunk offers various membership options, some of which may or may not charge a fee to list your Products on the Site. Some memberships and services may be offered exclusively in collaboration with groups of local businesses. Membership fees and applicable Listing fees can be found in ‘General Schedule of Fees’ posted in the Sellers section of the Website. Dopetrunk reserves the right to change these fees anytime in the future. In such an event, if it impacts your current membership, you will be given advance notice, and the option to terminate your participation.
• b. Seller Identity. Dopetrunk offers each registered seller a unique identity on Dopetrunk as part of the membership package.
• c. Commission Fee. To sell Products on the Site, Sellers must agree to pay a Commission Fee to Dopetrunk. A Commission Fee shall apply on all orders received by Sellers except orders that were failed or cancelled/declined by buyer/Dopetrunk. Seller may request an exemption for the Commission Fee with regard to an individual order if the order is cancelled by the Seller. Dopetrunk has sole discretion in granting such an exemption and in determining if a cancelled/declined order requested for exemption by the Sellers is eligible.

The Commission Fee may be composed of any combination of a Percentage Fee and a Transaction Fee. The Percentage Fee equals a Product’s Commission Fee Rate multiplied by the order total price of the Product (after discount, if any), including packing, shipping, handling, and any additional overhead charges, but not including any applicable taxes, custom duty or service charges payable for custom clearance of inbound or outbound material. The Transaction Fee equals a Fixed Price per order that is provided to each Seller with products included in the order. For example, if a given order includes products from two Sellers, Seller 1 and Seller 2, both Seller 1 and Seller 2 will incur a Transaction fee. The latest applicable transaction fees for Dopetrunk use can be found in ‘General Schedule of Fees’ posted in the Sellers section of the Website. All listed Membership Fees and Commission Fees are for general reference and Dopetrunk may accommodate any Seller under a fee structure unique to that Seller.

d. Online Payment Transactions. Dopetrunk may allow Sellers to receive online payments through the Site for sale of their products. Online payments receiving process may be administered using a third-party application, which may (or may not) include, but are not limited to, Amazon's Payment Services, Authorize.Net, Paypal, and Paypal Payflow Link. Unless otherwise specified in this document, online payments process administered through third party applications are subject to any Terms and Conditions, which may include any of the third-party application provider's dispute resolution policies, associated with the corresponding third-party application. For all online payments received by the seller through the Site, any fees owed by the seller to Dopetrunk shall be deducted by Dopetrunk and balance payment shall only be remitted to the Seller’s account. Dopetrunk will not store Seller's or Buyers' credit card information (or other financial information that Dopetrunk deems sensitive) on the Site when the information is entered into a third-party application provided by the Site.

e. Cash-On-Delivery Transactions. In some geographies Dopetrunk may make available the option of selling Products locally, payable upon receipt of the Products by the Buyer, also referred to on the Site as a Cash-On-Delivery or a COD transaction. To sell Products on the Site via Cash-On-Delivery transactions, a flat or percentage COD Commission Fee may be levied from the Seller. Applicable fees can be found in ‘General Schedule of Fees’ posted in the Sellers section of the Website.

f. Community Features. Communities, groups, or organizations may create a Dopetrunk Community that includes members of the associated community, group, or organization who have Dopetrunk accounts. Administration of Dopetrunk Community and associated memberships is done by Dopetrunk, through collaboration with one or more representatives from the community, group, or organization.

Sellers may optionally be included as a member of a Dopetrunk Community. To become a member of a Dopetrunk Community, the Seller must be validated as a member by the representative of that community. In some cases, seller membership to a Dopetrunk Community may be denied by the representative. Accordingly, Dopetrunk makes no warranties or guarantees as to the accuracy of information relating to Dopetrunk Communities, and shall not be held liable for any inaccuracy of such information provided on the Site. Many Dopetrunk Communities may correspond to communities, groups, or organizations that exist apart from Dopetrunk Community. A Seller's membership in a community, group, or organization does not guarantee that the Seller is or will be included in the associated Dopetrunk Community. Further, Dopetrunk shall not be held liable for harm resulting from Dopetrunk Community member registries differing from those of associated communities, groups, or organizations. If Seller represents a Dopetrunk Community, Seller must regularly communicate the membership registry of that Dopetrunk Community according to terms set forth by Dopetrunk. Dopetrunk has sole discretion in revoking privileges to Seller or other Dopetrunk community representatives for failure to comply with these terms.

g. Seller's Mailing Address. Seller guarantees that any provided address, is valid, accurate, complete, and their own. Seller consents to the Site displaying or depicting any address they provide, including their "Ship to" address. This consent extends to, but is not limited to, textual depictions and graphical depictions on a third party map application, such as Google Maps. Seller further consents to communicating any provided address to third party applications used on the Site.

h. Statement of Account. You may request Dopetrunk to provide you with your Statement of Account at the end of every half year ending on 31st March and 30th September. Such statements may either be emailed or made available to sellers from within their seller account on the Site. The Statement of Account will list fees owed by the Seller to Dopetrunk; such fees may include Membership, Service, Transaction and Commission Fees owed to Dopetrunk, and will not include any transaction charges imposed by third party payment provider like Amazon and Paypal, or the amounts owed by Dopetrunk to the seller. Both Parties commit that the payment shall be made by them in timely manner. Payment must be received by the due date listed on the statement, to avoid the seller account being suspended.

i. Cancellation of Orders. Seller may cancel orders for any reason in accordance to the Seller’s own independent Returns Policy and Terms and Conditions. Dopetrunk retains the right to cancel orders in cases where it deems appropriate to do so due to service disruptions or other circumstances out of Dopetrunk's control, by informing the Buyer and Seller. Any cancellation of order through Dopetrunk only cancels the status on Dopetrunk; Seller is responsible for any other/further steps required to cancel orders on any third-party applications.

j. Disruptions in Service. Dopetrunk is not responsible for any damage or loss resulting from a disruption in service, including any disruption that results from a disruption in an Internet Service Provider's service or from the Site being hacked or compromised in any way. Dopetrunk shall not provide any compensation as a result of any disruption and has sole discretion in reimbursing resulting damages. Dopetrunk is not responsible for lost sales that may have occurred during any disruption in service. Dopetrunk is not responsible for any disruption in service to any third-party applications. Dopetrunk may at its discretion put forth its best efforts to restore the service upon notification.

4. Applicable Policies and Guidelines. You are required to abide by Dopetrunk’s Procedures for conducting your business on the Site (the “Procedures”), which are incorporated by reference into, and made part of, this Agreement. The Procedures dictate required transactions processes and set out acceptable conduct and prohibited practices. Dopetrunk reserves the right to change these procedures and guidelines at any time, and such changes will be effective immediately upon posting the amended Procedures with or without notice to you. It is your responsibility to regularly refer to, understand, and abide by the Procedures. As a requirement for acceptance by Dopetrunk and for ongoing use of the Site, Sellers must maintain all licenses required by law to sell a given Product, and make available such licenses for inspection by Buyers and by Dopetrunk, when requested. Further, Sellers must maintain a return policy as applicable, for use of the Site and the Services offered to Buyers.

It is fully understood and agreed by Sellers that they are entirely responsible for all their actions while using the Site and performing any activity on the Site. If a Seller make any mistakes on the Site that cause any monetary or other kinds of losses to himself or the other Sellers, Dopetrunk shall not be held liable for such losses and only the mistake committing Seller shall be liable for such losses.

Seller agrees that Dopetrunk may place limits to Seller's use of the Site prior to the Seller's participation in a Seller Training program, if mandated by Dopetrunk. Seller may receive training from third-party organizations approved by Dopetrunk, or by online courses hosted by Dopetrunk or such third-party organizations. Dopetrunk has sole discretion in approving alternate forms of training. Such limitations may include a failure to display seller in the Site's default search results.

a. Dopetrunk may terminate this agreement and Services to any Seller at any time for non-payment of fees, Seller's communication of inaccurate or invalid information, illegal activity or inactivity, without any prior notification, unless this document explicitly directs otherwise. Dopetrunk may, without prior notice, disable Seller accounts that are registered under free membership on the Site upon 90 days of inactivity, even if Seller's information is accurate and valid, the product information is accurate and valid, and both the Seller and posting comply with the requirements of this and any other agreement between Seller and Dopetrunk. If Seller is a paid member on the Site, Dopetrunk will only terminate access for Seller or remove Seller's postings upon violating the terms of this or any other agreement between Seller and Dopetrunk. Dopetrunk may offer a paid membership to Seller if Seller is a member of a Dopetrunk Community. Paid members may be offered access to privileged pages, services, or features on the Site, that are typically restricted under any free membership. Such privileged pages, services, or features may include calendar features and opportunities to offer coupons.

b. Sellers may hire a third-party manager to manage their storefront on the Site only if the third-party manager is approved by Dopetrunk to manage third-party storefronts. Dopetrunk will in its sole discretion determine if an individual is eligible for certification to manage third party storefronts.

c. Dopetrunk is not responsible and makes no representations as to the validity of any information provided by Buyers or Sellers. Dopetrunk does not necessarily agree with any information posted by Buyers and Sellers.

d. The Site may, at time, be unavailable to buyers. Dopetrunk shall not be liable for any harm to Seller occurring in connection with such unavailability, including lost sales. Unavailability may occur, for example, as a result of maintenance, hardware and/or software upgrades, security measures, or other reasons at the discretion of Dopetrunk. The duration of such unavailability may be any length, but may, in many cases, last a few minutes to two hours. Dopetrunk is not required to give any notice of unavailability, but Dopetrunk may, at their discretion, give advance notice of unavailability when they able. Dopetrunk will attempt to schedule any planned downtime during off peak hours between 12:00 am and 4.00 am GMT.

5. Dopetrunk’s Role. Dopetrunk provides an online software platform for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions for the sale of goods and services that are not prohibited by the ‘Terms of Use Agreement’. Dopetrunk is not involved in the actual transaction between Sellers and Buyers. Further, Dopetrunk is not the agent of either Sellers or Buyers. Moreover, Dopetrunk has no authority with regards to either Buyers or Sellers for any purpose. Sellers may only offer to sell Products on the Site that are lawful and not prohibited to be offered for sale by the law or by Dopetrunk. Under no circumstances may you offer to sell Products or make use of the Site for selling material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, contraband, illegal, stolen, or fraudulent. It is the Seller’s responsibility to accurately describe the Products that it is offering to sell. As a Seller, you agree to use the Site and the Services at your own risk. Seller understands that the accuracy of listings on the Site may be dependent on third party utilities whose functionality may be out of Dopetrunk's control. Unless explicitly expressed elsewhere in this agreement or another agreement between Seller and Dopetrunk, Seller agrees that Dopetrunk makes no representation as to the validity and operation of any third-party utilities used on which the Site depends, and Dopetrunk shall not be held liable for any harm resulting from their operation, malfunction, or non-availability. Dopetrunk will make every attempt to keep all functionality with third party applications to be up to date. However irrespective of the reasons for the non-functionality, Dopetrunk will not be held responsible. Some specific examples of third party utilities are provided below:

• a Google Maps;
• b Amazon Payments;
• c Authorize.Net;
• d Paypal; and
• e Paypal Payflow Link;

g The examples provided above are illustrative; the provisions of this document apply to any third-party utility, and do not expand Dopetrunk's potential liability for third-party utilities in any way. Extending the example further, all map functionality is at least partially dependent on Google Maps, individual Buyers, and/or individual Sellers. Dopetrunk makes no representations or warranties as to the veracity or availability of the map functionality on Google Maps. Accordingly, Dopetrunk makes no representations about the accuracy of driving distance, location, driving time, range calculations, or other data provided on the Site dependent on Google Maps, and Dopetrunk shall not be held liable for any harm resulting from inaccuracy or non-availability of this data.

h 6. Dopetrunk Payment Service. IN ORDER TO RECEIVE ONLINE PAYMENTS AND SELL ITEMS ON THE SITE, YOU MUST REGISTER WITH DOPETRUNK AS A SELLER AND USE THE DOPETRUNK PAYMENT SERVICE (the "Payment Service"), ADMINISTERED BY A THIRD-PARTY PAYMENT APPLICATION. AVAILABLE PAYMENT OPTIONS MAY INCLUDE ANY PAYMENT OPTION AVAILABLE FROM THE THIRD-PARTY PAYMENT APPLICATION.

a. The Payment Service facilitates the online purchase of Products offered for sale by Seller on the Site. A Buyer's authorized payment ("Payment Transaction") is directly credited into the Dopetrunk’s Account by the Payment Application. The Buyer may authorize a Payment Transaction through a Payment Application. The Payment Service helps facilitate transactions on the Site and is not the purchaser of the Seller's Products. Seller agrees to resolve any dispute directly with Buyer in accordance with any terms and conditions of the Payment Application. Seller must register online with Dopetrunk to use the Payment Service and must provide Dopetrunk with true and accurate information when registering and must maintain and update that information as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes Dopetrunk to verify his or her information (including any updated information), to obtain credit reports about Seller in order to approve Seller for use of the Site and also from time to time while Seller is registered.

b. The Payment Service is available only to individuals and others who meet eligibility conditions specified by Dopetrunk and whose applications are acceptable to Dopetrunk. Sellers waive any rights with respect to the Payment Service when shipping to an address other than that supported by the Payment Service.

c. You may, or Dopetrunk may on your behalf, provide refunds or adjustments to Buyers for their Site purchases through any functionality Dopetrunk enables for your account, or by alternate means not supported by Dopetrunk. Dopetrunk may modify or discontinue this functionality at any time without notice. The functionality is subject to the limitations in the terms of this Agreement.

d. As a security measure, Dopetrunk may, but is not required to, impose limits on some or all Buyers and Sellers relating to the total number of items in an order, value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Dopetrunk shall not be liable to Seller for: (i) not proceeding with a transaction, disbursement, or adjustment that would exceed any limit established by Dopetrunk for a security reason, or (ii) permitting a Buyer to withdraw from a transaction because the Payment Service is unavailable following the commencement of a transaction.

e. If Dopetrunk concludes, based on information available, that your actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then Dopetrunk may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement for the shorter of: (i) a period of 90 days following the initial date of suspension; or (ii) completion of any investigation(s) regarding any of your actions and/or performance in connection with this Agreement. Dopetrunk shall not be liable to you in any way if it acts consistent with the provisions of this Section.

f. All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by Dopetrunk. Dopetrunk will send notices to Seller at the e-mail address maintained in Dopetrunk’s records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by Dopetrunk. Seller will send notices to us by email at legal@dopetrunk.com .

g. There is no fee imposed by Dopetrunk for registering for the Payment Service offered though its Site. Dopetrunk reserves the right to refuse service to anyone for any reason.

h. Seller will bear all risk of fraud or loss. Dopetrunk will not bear the risk of credit card fraud in connection with any of Seller’s products. Dopetrunk may obtain reimbursement of any amounts owed by Seller to Dopetrunk by seeking such reimbursement from Seller by any lawful means. You authorize Dopetrunk to use any lawful method to obtain reimbursement.

7. Rights Reserved by Dopetrunk. Dopetrunk retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in its sole discretion. Dopetrunk may in its sole discretion withhold to investigate, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. Seller's account may be suspended at any time for posting any inaccurate, illegal, abusive, or negative content on the Site, including reviews, private communications, or comments. You agree to immediately stop and/or cancel orders of your Products when instructed to do so by Dopetrunk. If you have already transferred your Products to a carrier or shipper before receiving instructions to stop the transaction, you must use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper. You are required to refund, if you have already received the related payment, any customer (in accordance with this Agreement) that has been charged for an order that Dopetrunk stops or cancels.

8. Dopetrunk Participation. Employees of Dopetrunk and its affiliates are permitted to participate in their personal capacity (i.e., not as Dopetrunk employees, representatives, or agents of Dopetrunk or its affiliates) in the transactions conducted through this Site (unless they have confidential information about a particular item) after seeking and getting clearance from HR department of Dopetrunk Worldwide Pvt. Ltd.. Employees of Dopetrunk and its affiliates, when participating in any transaction in their personal capacity, are subject to this Agreement and the Procedures as any Buyer or Seller on this Site.

9. Seller Taxes. Seller is expressly & solely responsible for determining whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority. Dopetrunk is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. "Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of Affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

10. Returns and Refunds. Subject to Section 5.e., for all of your Products you will provide your customer return and refund policies and accept and process returns, refunds and adjustments relating to your products in accordance with this Agreement and the policies in force at the time of the placement of concerned buyer-order. In any event, at a minimum, your return and refund policies will be at least as favorable as any then-current refund policies published on the Site, and applicable to products sold via the Site. In case of a dispute between you and the buyer is not resolved between both the Parties, Dopetrunk may, if it decides so, assume the role of mediator to adjudicate the matter after getting the facts from all the Parties and after having regard to the policies effective at the time of order placement. You hereby confirm and agree that you will comply with the decision of Dopetrunk in such cases.

11. Account Security. Your login account may be used to access the various functions provided by the Site. You are solely responsible for maintaining the security of your password. You may not disclose your password to any unauthorized third party and are solely responsible for any use of or action taken under your account on this Site. If your password is compromised, you must change your password immediately and notify Dopetrunk of the incident.

12. Illegal Activity

a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You agree, confirm and declare that:

1.1.1 i. You will not register under a false name or provide any other false data.

1.1.2 ii. You will not impersonate any participant or use another participant's password(s).

1.1.3 iii. You will not give any false information or specification or make a false promise about any product uploaded by you or in your shop; and

a.1.1.4 iv. You will not sell or facilitate delivery of any items which are counterfeit, or declared contraband in the country from where the product is dispatched or in the destination country.

b Such fraudulent conduct may be reported to law enforcement, and Dopetrunk will pursue and cooperate with the law enforcement agencies to ensure that violators are prosecuted to the full extent of the law.

b. Investigation. Dopetrunk has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as it deems appropriate. Dopetrunk also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. Dopetrunk reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

c. Disclosure of Information. Dopetrunk also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect Dopetrunk’s systems and customers, or to ensure the integrity and operation of Dopetrunk’s business and systems, Dopetrunk may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

13. Privacy; use of Dopetrunk Transaction Information. 1.1.1.1.1 a. Seller is responsible for reading and accepting the terms of Dopetrunk’s Privacy Policy published on the Site, which is subject to change without notice. You should check the Privacy Policy frequently for changes. Dopetrunk and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any "Customer Communication Preferences" (or similar preferences or requests) you may have indicated on the Site or by any other means. When you use the Services, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers.

一.b b. You will not, and you will ensure that your Affiliates/ associates/ employees do not, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your Affiliates/ associates/ employees from Dopetrunk or its affiliates (or otherwise) as a result of this Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "Dopetrunk Transaction Information"), except you may disclose this information as necessary for you to perform your obligations under this Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. The terms of this Section 13(b) do not prevent you from using other information that you obtain separately from a source other than Dopetrunk Transaction Information, even if such information is identical to Dopetrunk Transaction Information, provided that you do not target communications on the basis of the intended recipient being a Site user.

14. No Warranties from Dopetrunk. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. DOPETRUNK MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY OF BUYERS, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;

c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;

d. ANY GUARANTEE OR WARRANTY AS TO THE VERACITY OF ANY USER GENERATED CONTENT, INCLUDING ANY USER INFORMATION ABOUT BUYERS OR SELLERS, AND ANY INFORMATION ENTERED BY BUYERS OR SELLERS.

e. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

f. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF DOPETRUNK. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DOPETRUNK DISCLAIMS ANY AND ALL SUCH WARRANTIES.

15. General Release. BECAUSE DOPETRUNK IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES THE DOPETRUNK (AND ITS AGENTS AND EMPLOYEES) FROM 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 SUCH DISPUTES.

16. Indemnity/Limitation of Liability.

a. Indemnity and Defense. You will defend, indemnify and hold harmless Dopetrunk and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; or (ii) your own shop within the Website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

b. Limitation of Liability. THE DOPETRUNK WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

17. Applicable Law. The laws of India shall govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with Dopetrunk or its affiliates relating in any way to these terms and conditions or your use of the Services shall be resolved solely and exclusively by binding and confidential arbitration by a sole arbitrator appointed by mutual consent of both Parties, in New Delhi, India. In the event the binding arbitration clause is not applicable, claims shall be adjudicated in a court in New Delhi, India, and you consent to exclusive jurisdiction and venue in such courts. To the extent you have in any manner violated or threatened to violate Dopetrunk’s intellectual property rights, Dopetrunk may seek injunctive or other appropriate relief in any court in New Delhi, India, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the Arbitration law & rules then prevailing in India. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

18. Disputes. Because Dopetrunk is not the agent of either Seller or Buyer for any purpose, Dopetrunk will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. Dopetrunk urges Sellers and Buyers to cooperate with each other to resolve such disputes.

19. Your Grant. By entering into this Agreement and listing an item, you grant Dopetrunk a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to Dopetrunk and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Agreement will prevent or impair Dopetrunk’s right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to Dopetrunk and its affiliates, and that the use of such materials by Dopetrunk and its affiliates will not infringe upon or violate the rights of any third party.

20. Agreement Not to Compete with Dopetrunk. By utilizing the Site or the Services and the benefits they provide, you will be privy to a lot of confidential and strategic information of the business of Dopetrunk Worldwide Pvt. Ltd. which would not be available to you in absence of your association with Dopetrunk as a Seller. Leakage of such information to the competition or to the general public at large can cause severe damages to the business of Dopetrunk. You therefore agree to not compete with Dopetrunk’s business, which includes, but is not limited to, the Site and the Services, for at least 2 years. Competing with Dopetrunk in violation of this non-competition agreement, such as by creating and implementing a website providing services similar to the Site, shall subject you to an injunction and liability for lost profits, in addition to all other available legal remedies.

21. Other Warranties and representations of Seller. As Seller, you represent, warrant and confirm that:

a. You will dispatch the products in prompt and expedient manner along with necessary documentation in such number of copies as advised by Dopetrunk and logistic/courier partner, which may or may not include, depending on domestic or export delivery and the value thereof, commercial invoice, packing list, shipper’s letter of instructions, export value declaration, seller’s declaration form, letter of undertaking for GST, authorized dealer’s (bank’s) code, importer/exporter code etc.

b. You will take fullest possible care to pack the product in a manner that it reaches its destination and customer in safe and secure manner without getting damaged under normal surface and air transportation modes and routine handling of products by transportation, warehousing and courier agencies.

c. You will promptly remove the product from Dopetrunk Website immediately when such product becomes unavailable due to getting sold through off-Site channel or due to any other reason.

d. If you list a product on Dopetrunk and you have already made available, or you decide to make available the same product on any other website(s) or/and in any ‘brick & mortar’ shop too, then you will ensure that the price of the product mentioned on Dopetrunk is not higher than the price at which the same product is being made available at any other place. If such other website/ shop plans to offer a discount on such product then you will immediately take action to match or lower even further the price of the product on Dopetrunk for the period of such discount. You must inform Dopetrunk of such plan of other website/ shop and the action taken/ proposed to be taken by you for matching/ lowering the price.

e. You will not, under any circumstances, make a private deal with a buyer who contacts you after seeing your product and price on Dopetrunk, by agreeing to give additional discount in private deal.

f. Dopetrunk plans to start operations initially by facilitating the trade only in some geographies and then gradually increase the footprint of its activities in more geographies after making necessary arrangements for logistics and legal documentation etc. Dopetrunk does not make any warranties or promises in this regard. You understand and agree that Dopetrunk shall not be able to offer its facilities for trading in some geographies of the world due to technical, legal, linguistic or logistic limitations.

22. Termination. Dopetrunk, in its sole discretion, may terminate this Agreement, access to the Site or the Services, or any current transaction immediately without notice for any reason. Dopetrunk, in its sole discretion, also may prohibit any Seller from listing Products on the Site.

23. General Provisions

a. Entire Agreement. This Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notice and Procedures, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. No Agency; Third-Party Beneficiary. Dopetrunk is not the agent, fiduciary, trustee, or other representative of you or your company. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of Dopetrunk, you, and relying Buyers or Sellers.

c. Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver. Dopetrunk’s waiver of any of its rights or remedies described in this Agreement, if any, shall be effective only if the waiver is in a signed writing. No delay or omission by Dopetrunk in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Dopetrunk’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Dopetrunk’s right to subsequently enforce such provision or any other provisions of this Agreement.

This document is an electronic record in terms of Information and Technology Act, 2000 of India and Rules framed thereunder as applicable and the amended provisions pertaining to electronic records in various statutes from time to time. This Agreement is generated by a computer system and does not require any physical or digital signatures.