ActivSuite Merchant / Seller / Service Provider Master Agreement

Aurumize Transformation Technologies and Solutions Private Limited, CIN U74110WB2015PTC206277 ("Aurumize"), is the owner, developer, creator, operator and commercial provider of the ActivSuite technology platform and its present and future products, including ActivEvents, ActivMarket, ActivClub and ActivMenu. ActivSuite, its software, source and object code, architecture, processes, workflows, concepts, designs, interfaces, documentation, trademarks, logos and related intellectual property are proprietary to Aurumize or used under applicable rights.

Aurumize is a technology/platform provider. Unless expressly agreed otherwise, Aurumize is not itself a seller, event organiser, club outlet, delivery carrier, bank, payment processor, Payment Gateway, Payment Aggregator, merchant of record, escrow agent or custodian of customer funds.

Aurumize may facilitate access to an independent third-party payment solution where a participating merchant, organiser or club wants one. The independent provider handles payment processing and settlement. Aurumize does not, under the present architecture, aggregate, pool, hold or custody customer funds for onward settlement to multiple merchants. A participating business may instead use its own payment provider. Third-party payment-provider charges are borne by that business unless the applicable Commercial Form says otherwise.

Any future service in which Aurumize itself receives, pools, holds, aggregates or settles funds for multiple merchants requires a separate legal, regulatory, compliance and technical review before implementation.

This Master Agreement is between Aurumize Transformation Technologies and Solutions Private Limited ("Aurumize") and the business identified in the Commercial/Acquisition Form ("Merchant"). Aurumize grants the Merchant a non-exclusive right to use the selected ActivSuite Services.

Terms in Document 1 apply unless this Agreement states otherwise. "Commercial Form" means Document 3 as accepted for the relevant product/store/event/service.

Aurumize shall provide the features identified in the Commercial Form, which may include digital storefronts, catalogue, discovery, ordering, inventory/availability, pickup, events, club/outlet tools, POS/QR/KDS, notifications, reporting and delivery orchestration.

Merchant is responsible for lawful goods/services, descriptions, pricing, taxes, stock, licences, quality, fulfilment, customer support, refunds, returns, warranties and statutory compliance.

Merchant shall comply with applicable consumer-protection and e-commerce requirements, including the Consumer Protection Act, 2019 and Consumer Protection (E-Commerce) Rules, 2020 where applicable, and shall provide legally required disclosures.

Aurumize is a technology/platform provider and not a Payment Aggregator, payment processor, bank, Payment Gateway or funds custodian under the present architecture. Merchant may use its own payment provider. Alternatively Aurumize may facilitate access to an independent Payment Provider that separately onboards the Merchant and handles processing and settlement. Aurumize does not aggregate, pool, hold or custody customer funds for onward settlement to multiple Merchants. Payment-provider fees are borne by Merchant unless expressly agreed otherwise.

ActivMarket: customer proceeds are intended to settle directly to the participating Merchant through the Payment Provider. ActivEvents: proceeds are intended to settle to the Event Organiser, which alone accounts to stall owners. ActivClub: proceeds are intended to settle to the Club, which alone accounts to outlets. Aurumize receives only its platform fees.

No cross-merchant monetary wallet or custody relationship is created merely by software terminology. Any wallet-like feature is non-custodial unless separately documented after regulatory review.

Merchant may offer pickup, store-managed delivery, partner delivery or both. Store-managed delivery remains Merchant's responsibility. Independent partner delivery is separately provided by the partner. Payment, order and delivery states remain separate.

Event Organiser remains responsible for event operations, venue, safety, licences, participating-stall contracts, commissions, refunds attributable to the event and organiser obligations. Aurumize supplies technology only.

Club/outlet/merchant remains responsible for memberships, goods/services, quality, pricing, tax, licences, refunds and customer support.

Fees are those in the Commercial Form and may be fixed, usage-based, subscription-based, event-based, percentage-based or otherwise agreed. Nothing in this Agreement hard-codes a permanent pricing model. Applicable taxes and third-party charges apply as stated in the Commercial Form.

Aurumize retains all rights in ActivSuite, products, software, architecture, workflows, concepts, designs, documentation and trademarks. Merchant retains its own marks/content and grants Aurumize a limited licence to host/display/process it to provide the Services.

Each party shall comply with applicable data-protection law, including the DPDP Act, 2023 and applicable rules. Merchant shall lawfully collect/provide Personal Data and cooperate with reasonable security and data-subject requirements. Aurumize shall maintain reasonable technical and organisational safeguards.

Merchant shall retain records required by law and cooperate with reasonable investigations relating to security, fraud, disputes, tax and compliance.

Merchant represents that it is duly authorised, information is accurate, required licences are held, goods/services are lawful and its content/use will not infringe rights.

Merchant indemnifies Aurumize, to the extent permitted by law, for claims arising from Merchant's goods/services, customer contracts, taxes, infringement, unlawful conduct, delivery under Merchant control or breach, except to the extent caused by Aurumize.

To the maximum lawful extent, Aurumize's aggregate liability is limited to platform fees actually paid by Merchant under the affected Commercial Form during the preceding twelve months. Indirect/consequential loss is excluded to the extent lawful.

Each party shall protect the other's confidential information and use it only for the Agreement. Trade secrets remain protected for as long as they qualify as trade secrets.

Agreement continues until terminated. Either party may terminate for material breach not cured within 30 days, or immediately where continuation would be unlawful or materially compromise security or involve fraud. Outstanding customer obligations and amounts survive.

A future service involving Aurumize receipt, pooling, custody, aggregation or settlement of funds is not included merely because technical functionality is developed. Separate regulatory, legal, compliance, commercial and technical review and written documentation are required before launch.

Disputes shall first be discussed in good faith for 30 days. Unresolved disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. Sole arbitrator; seat and venue Kolkata, West Bengal; language English. Subject to arbitration and mandatory forums, Kolkata courts have exclusive jurisdiction.

Electronic contractual notices may be sent to the addresses in the Commercial Form and to info@activsuite.org. Statutory/legal notices may also be sent to the registered office: Flat 905, Swastik 51/D Gariahat Road, Kolkata, West Bengal 700019, India.

Schedule 1 Product Scope; Schedule 2 Payment/Settlement Architecture; Schedule 3 Delivery Framework; Schedule 4 Data Protection/Security; Schedule 5 Commercial Form; Schedule 6 Product-Specific Terms.