Direct Seller E-Contract Agreement

Buyback Policy: The Direct Selling entity allows or provides for a buy-back or repurchase policy for "currently marketable" products sold to the participant at the request of the participant, as per the "Buy-back Mechanism" annexed which may be read as part and parcel of these covenants as the same is not being reproduced here for the sake of brevity.

That the Direct Seller herein agrees that the Direct Selling entity has established a "Grievance Redressal Mechanism" for consumers and Direct Sellers to redress their grievances and complaints, annexed herewith which may be read as part and parcel of these covenants as the same is not being reproduced here for the sake of brevity.

The Direct Selling entity herein declares and the Direct Seller herein accepts that the entity does not require, invite or solicit a Prospect or would-be Direct Seller to invest money in any form whatsoever to participate in its Direct selling business. The Direct Seller shall however be required to bear the cost of products purchased by him/her and does not include any provision that the Direct Seller herein will receive compensation for the recruitment of other participants to participate. That he/she will receive compensation derived only and only from the sale, marketing, and distribution of products, in accordance with the business/compensation plan provided and prescribed by the Direct Selling entity, to which the Direct Seller hereby agrees to the whole of this covenant in letter and spirit.

That the Direct Selling entity will provide all support to the Direct Seller in the delivery of the products through Franchisee/Pick-up centres/Available Courier/Transport or any other Logistics Service for maintaining an effective support system.

That by accepting the Offer of the Direct Seller herein the Direct Selling entity requires him/her to do and complete the following steps. An Individual/Firm/entity eligible to enter into a contract as per the provisions of the Indian Contract Act, 1872 and wishes to become a Direct Seller of the Direct selling business of the entity herein, can apply to become a Direct Seller for marketing and selling of Direct Selling entity's product on pan India basis, in prescribed form through online method.

Fill the application form online and upload self-attested scanned KYC documents. Accept the terms and conditions of this E-contract agreement by clicking on the "I AGREE AND ACCEPT" button. On the completion of the above process, the Direct Seller can take a printout of this agreement.

Upon the execution of this agreement and after the verification of all the KYC documents uploaded through the above process, the applicant shall be accepted as a Direct Seller of the Direct Selling entity's business and a Unique Identification number and password shall be allotted to the applicant, to allow him/her to log on to access his/her own personal account maintained by the company on its website.

That the Direct Seller shall submit the following self-attested documents in hard copy to the Direct Selling entity within SEVEN days from the date of execution of this Agreement (including the acceptance of terms of this agreement) already accepted and agreed upon by clicking on "I AGREE AND ACCEPT" button at the bottom of these presents (agreement).

That the Direct Selling entity upon scrutiny and verification of the Application and KYC particulars may reconsider its decision and reject the application of the Direct Seller herein, to which the Direct Seller hereby agrees. The Direct Selling entity shall have sole discretion and shall be at liberty to reject his/her direct selling unique ID number, if the KYC and other documents in hard copy are found unsatisfactory, modified, forged, or not conforming to Government guidelines prescribed for this purpose.

That the KYC shall include but not be limited to verified proof of address, proof of identity, and PAN as per the provisions of the Income Tax Act, 1961, as follows, duly issued by the Government of India or a State/UT government:

• Aadhaar Card
• Voter ID Card
• Passport
• Ration Card
• Any other identity document issued by the State/UT or Central Government which can be verified online

Additional Documents required for Applicant in case of Company or Firm:

• CIN or Registration Certificate, MOA & AOA or Partnership Deed, as the case may be
• PAN, GSTIN, FSSAI (wherever applicable)
• List of Directors/Partners of the applicant entity
• Board Resolution/Authorization in favour of the Director/Partner signing and executing this E-Contract agreement and Application

The Direct Seller herein declares that he/they has/have not been declared bankrupt by a competent court of law as provided under clause (3) of section 79 of the Insolvency and Bankruptcy Code, 2016 and that he/she is neither in litigation nor convicted by any court of law in preceding five years of the date of joining the Direct Selling entity's business herein.

That the Direct Seller shall market, distribute and sell the products of the Direct Selling entity using word of mouth publicity, display and demonstration of the products, distribution of pamphlets, and door-to-door selling to consumers and prospective Direct Sellers.

That the Direct Selling entity shall be the exclusive owner of the name and logo of the Direct Selling entity. The Direct Seller shall not use the trademark, logotype, and design anywhere without prior written permission from the Direct Selling entity. This permission, if given, can be withdrawn at any time by the Direct Selling entity. Violations if any, shall be termed as violations of this agreement and may result in termination of this agreement and Direct Seller-ship of the Direct Seller, penal actions under the prevailing IPR laws and Rules at the sole discretion of the entity herein to which the Direct Seller herein agrees.

That the Direct Seller shall not manipulate, alter, amend, add or delete any provisions of the Entity herein Business Plan, pricing of products, BV points, etc., in any way whatsoever and shall not send, transmit or otherwise communicate any messages to anybody on behalf of the Direct Selling entity, contrary to entity's policies, principles, instructions and prescriptions without prior written authorization and permission for the same by the Direct Selling entity.

That the Direct Seller will get specified percentage/points based on Incentives pertaining to the sales for selling the Direct Selling entity's products directly or indirectly under this E-contract Agreement.

That the Direct Selling entity hereby covenants that it shall provide to the Direct Seller with a complete instruction book(s), catalogs, and pamphlets for promoting sales, marketing, and distribution and shall provide mandatory orientation training.

That the Direct Selling entity shall issue photo identity cards to the Direct Seller. This photo identity card shall be returned by the Direct Seller to the Direct Selling entity at the expiry/termination/revocation of this agreement. And/or shall be destroyed but shall not be misused in any way or form whatsoever. The identity card shall contain the Name & Unique ID number (FSSAI Number, if applicable) of the Direct Seller.

The Direct Seller will not be authorized to collect any type of cash/cheque/demand draft in his own name, on behalf of the Direct Selling entity. All cheques/demand drafts etc. should be drawn in the name of the Direct Selling entity only and the same should be deposited with the Direct Selling entity's office or other offices as may be specified by the Direct Selling entity, within 24 hours of the time of receipt. The Direct Seller shall hold the said cash collection/cheque/DD in trust for and on behalf of the Direct Selling entity. Upon failure to deposit the said cash collection/cheque/DD, the Direct Seller shall be liable for damages/compensation and Mesne-profit, if any. The receipt/invoice issued by the Direct Selling entity only would be valid documentary evidence in the hand of the consumer. It means the Direct Seller would not be authorized to issue any receipt/invoice on behalf of the Direct Selling entity.

The Direct Selling entity may open the following facilities for the sale of its products:

• Online Portal / E-commerce
• Stores (Retail Outlets)
• Authorized Sales Point / Pickup Centre

A Direct Seller is not authorized to sell any product of the Direct Selling entity herein on an e-commerce platform/marketplace without prior written consent, permission, or authorization of the entity herein. The Direct Seller is also prohibited from listing, marketing, advertising, promoting, discussing, or selling any product, or the business opportunity on any website or online forum that offers auction as a mode of selling.

During the term of this Agreement, the Independent Business Associate (IBA) shall not, directly or indirectly, promote, sell, or solicit any other business opportunity, product, or service that competes with, or diverts the attention of, the Company's network.

Furthermore, the IBA shall not maintain any association with a competitor company or individual through any means of financial gain. This includes, but is not limited to, the receipt of commissions, consulting fees, dividends, profit-sharing distributions, equity stakes, or any form of monetary or non-monetary compensation. This prohibition extends to any indirect involvement or financial interest which has competitive in nature of direct selling business (Referrals to earning model) held through a family member residing in the same household (spouse, mother, father, son, daughter, brother, sister & in-laws) or any dependent family member, relatives, friends and vice versa.

Additionally, the IBA is strictly prohibited from promoting, selling, or charging any fees to Company-associated distributors for any external education system, training model, or learning program. This includes charging for services labelled as 'Skills Development,' 'Network Marketing Education,' or any other form of professional or personal training. The IBA shall not solicit or accept payment from fellow distributors for such programs, whether under their own name or through any third party.

The IBA acknowledges that the Company's distributor database is a proprietary trade secret. Any attempt to influence, recruit, or 'cross-patch' fellow distributors into a personal project or external venture — regardless of whether it is a direct competitor — is strictly prohibited and constitutes a material breach of contract, subject to immediate suspension or termination.

The Direct Seller shall be eligible for financial incentives and/or privileges: Incentives on the sales, marketing, and distribution of products and/or services by the Direct Seller and his/her team or network of Direct Sellers, as per the Business/Compensation Plan of the entity herein, annexed herewith but not being reproduced here for the sake of brevity.

Direct Seller can market, sell or distribute Direct Selling entity's products on Pan India basis. There is no territorial restriction or limit to sell the products.

He/she can always check and inspect his/her account on the Direct Selling entity's website by using his/her Unique ID and Password allotted to him/her by the Direct Selling entity.

That the Direct Selling entity reserves the right to restrict the list of products for a particular area/region.

That price revisions, Government directives, market forces etc., may tend and force the entity herein to change the Direct Selling entity's Sales Incentive policy and the Direct Selling entity's decision in this regard will be final and binding. In all such cases, the amendments will be notified on the Direct Selling entity's website and such notifications shall be binding on the Direct Seller. However, if any Direct Seller does not agree to be bound by such amendment, he/she may terminate this agreement within 30 days of such publication by giving a written notice communicating his/her objections, if any, to the Direct Selling entity. Without submission of the objection for modification etc., if a Direct Seller continues the Direct Selling business and activities of the entity herein then it will be deemed and presumed that he/she has accepted all modifications and amendments in the terms & conditions for the future.

That all payments and transactions shall be valued in Indian Rupees (INR).

That the Direct Selling entity does not guarantee/assure/promise or offer any facilitation fees or any amount or quantum of income whatsoever to the Direct Seller on account of becoming a Direct Seller of the Direct Selling entity.

That Sales Incentives to the Direct Seller shall be subject to all statutory deductions as applicable like TDS etc.

That Sales Incentive accrued and paid to the Direct Seller is inclusive of all taxes.

That the Direct Selling entity shall provide accurate and complete information to prospective and existing Direct Sellers concerning the reasonable amount of earning opportunity and related rights and obligations.

That the Direct Selling entity shall pay all dues to the Direct Seller and make withholdings, if any, in a commercially reasonable manner.

That the Direct Selling entity does not require a Direct Seller to maintain an office or establishment in furtherance of his/her entrepreneurship and if a Direct Seller does so then he/she himself/herself will be responsible to bear such expenses and the Direct Selling entity will in no way be responsible to refund or reimburse the same.

That Direct Seller covenants with the Direct Selling entity that it will exclusively engage in the sale of the Direct Selling entity's products and shall not indulge in the sale of similar/identical products of any other entity/brand whatsoever.

That Unique Identification Number will have to be quoted by the Direct Seller in all his/her transactions and correspondence with the Direct Selling entity. The Unique Identification Number once allotted cannot be altered at any point of time. No communication will be entertained without Unique Identification Number and password. Direct Seller shall preserve the Unique Identification Number and Password properly as it is must for logging on to the website of the entity herein.

That the Direct Seller shall be faithful to the Direct Selling entity and shall uphold the integrity and decorum of the Direct Selling entity and shall maintain good relations with other Direct Sellers and customers also.

That the Direct Seller shall abide with policies, procedures, rules and regulations prescribed by the Direct Selling entity as well as all laws, rules, regulations, directives and guidelines issued by the Government of India, a State Government, a Local body, a Court of Law and local administration, from time to time. A Direct Seller will also not indulge in any deceptive or unlawful trade practices such as Mis-selling or Unfair Trade Practices as mentioned in clauses 3(f, g, and i) as defined in the Rules and Clause 2(1), (18), (20), (41) to 4(43) and (47) of the Consumer Protection Act, 2019 and if does so then he/she shall be only and solely responsible for the consequences and perils thereof.

That the Direct Seller shall be liable to produce/show/explain the Business/Compensation Plan to the prospects as has been received by him/her. If the Direct Selling entity notices that the Direct Seller is working in a way not permitted/authorized, then the Direct Selling entity shall have exclusive powers to terminate or bar him/her from the Direct Selling entity's Direct selling business with or without giving a show cause notice.

That the Direct Seller cannot conduct or announce personal level business promotion activities by offering cash rewards, trips, valuables, etc.

That the Direct Seller is personally liable for the delivery of goods to its customers. He is also liable to collect products from where it reaches last by the transporter/courier.

That the Direct Seller is prohibited from mentioning/posting/telecasting any inappropriate or defaming content about the Direct Selling entity, its products, etc. on any social media platforms. If he/she does any act in contravention to this clause, then this contract agreement will be deemed terminated and the Direct Selling entity reserves the right to initiate appropriate legal action against him/her.

That only one Direct Seller-ship code shall be issued on one PAN Card.

That the Direct Seller hereby undertakes not to compel or induce or mislead any person with any false statement/promise to purchase products from the Direct Selling entity or to become the Direct Seller of the Direct Selling entity.

All statutory changes will be in force with immediate effect or as per the law prescribed. Any notice or correspondence addressed and sent to the Direct Seller's registered address, E-mail ID, and Mobile Number mentioned in the Application Form for registration as Direct Seller by registered post or a Courier Service or E-mail or WhatsApp message shall be construed as legally delivered to the addressee. However, it is advisable that every Direct Seller shall immediately inform the Direct Selling entity about the change in his/her address, E-mail ID and Mobile Number failing which the Direct Seller's non-deliverance claim shall not be tenable at any cost whatsoever.

The term of this E-contract agreement is at will, subject to earlier termination in accordance with this E-contract agreement or in accordance with the law. If this E-Contract Agreement is terminated for any reason whatsoever, the Direct Seller understands that his/her right to sell the products and receive incentives with respect to his/her activities as a Direct Seller will cease immediately. The Direct Selling entity reserves the right to terminate this E-contract agreement if any condition(s) of this E-Contract Agreement is violated by a Direct Seller.

Limitation of Action: If a Direct Seller wishes to bring any grievance to the notice of the Direct Selling entity he can do so as per the "Grievance Redressal Mechanism" annexed to this agreement may be read as part and parcel of this agreement as the same is not being reproduced here for the sake of brevity.

The Direct Seller herein declares that neither he has been convicted nor faced any litigation or has been declared Bankrupt by a competent court of law during the five years preceding to entering into this contract agreement.

Suspension, revocation or termination: That the Direct Selling entity reserves the right to suspend the operation of this E-contract agreement, at any time, due to change in its own license conditions or upon directions from the competent government authorities. In such a situation, the Direct Selling entity shall not be responsible for any damage or loss caused or arising out of aforesaid action.

That in case of violation of any of the provisions of this agreement stated hereinbefore and agreed upon by the Direct Seller, the Direct Selling entity may, without prejudice to any other remedy available, issue a fifteen days' written notice and call upon the Direct Seller to explain his/her conduct in writing failing which or if the explanation is found unsatisfactory and unacceptable in the ordinary course of business, suspend/block/terminate the Direct Seller from further conducting the business of the Direct Selling entity. The violations of this agreement and grounds of termination of the services of a Direct Seller, not limited to, shall be as under:

• If the Direct Seller is found to be spreading derogatory remarks, or unfounded allegations, (orally or electronically, or online) against the entity or its directors or the Business Plan prescribed by the entity or its products.
• If the Direct Seller is found to be mis-selling.
• If the Direct Seller is found to be indulging in Unfair Trade practices as provided under the Consumer Protection Act, 2019.
• If the Direct Seller is indulging in any action whatsoever which may harm the business of his/her fellow Direct Sellers or the entity, as the case may be.
• If the Direct Seller is found to be non-complying with the provisions of E-commerce Rules, 2020.
• If the Direct Seller is found to be violating the taxation laws or any other law, in force detrimental to the business interests of the Direct Selling entity.

That the Direct Seller may terminate this agreement at any time by giving a written notice of fifteen (15) days to the Direct Selling entity at the Registered Office/Head Office address of the Direct Selling entity.

• If the Direct Selling entity is found to be violating any clause of this contract agreement.
• If the Direct Selling entity fails to pay the commission entitlements of a Direct Seller within prescribed time.
• If the Direct Selling entity is found to be violating the taxation laws or any other law, in force detrimental to the business of the Direct Seller.

Actions pursuant to Suspension/Blocking/Termination: Notwithstanding any other rights and remedies provided elsewhere in the agreement, upon termination of this agreement:

• The Direct Seller shall not represent the Direct Selling entity in any of its dealings.
• The Direct Seller shall not intentionally or otherwise commit any act(s) as would keep a third party to believe that the Direct Selling entity is still having a Direct Selling agreement with the Direct Seller.
• The Direct Seller shall stop using the Direct Selling entity's name, trademark, logo, etc., in any audio or visual form.
• All obligations and liabilities of such a Direct Seller to the Direct Selling entity existing on the date having accrued during the validity of this Agreement will have to be fulfilled, met, and satisfied by the Direct Seller in every manner whatsoever.

That these Agreements shall be governed by the provisions of the Indian Contract Act, 1872, the Consumer Protection Act, 2019, Consumer Protection (Direct Selling) Rules, 2021 or other laws of land.

Dispute Settlement: The Direct Seller herein agrees and accepts that the remedial action available to him/her in the event of any interpretation of any question of law, dispute, or difference arising under this agreement or in connection therewith (except as to the matters, the decision to which is specifically provided under this agreement), the same shall be as under:

• As per the Grievance Redressal Mechanism offered by the entity herein and forming part of this contract agreement.
• Thereafter, the dispute if any shall be referred to National Consumer Helpline or State Consumer Helpline for effective Mediation.
• Disputes if any shall be resolved in accordance with the provisions of the Indian Arbitration and Reconciliation Act and mediation provisions of Consumer Protection Act, 2019.
• Or referred to a legal forum dealing with consumer disputes having jurisdiction in the District of Panchkula, Haryana.

Force Majeure: That if at any time, during the continuance of this agreement, the performance in whole or in part, by the Direct Selling entity, of any obligation under this is prevented or delayed, by reason of war, or hostility, acts of the public enemy, civic commotion, sabotage, Act of State or direction from Statutory Authority, explosion, epidemic, quarantine restriction, strikes and lockouts, fire, floods, natural calamities/disaster or any act of God (hereinafter referred to as an event), neither party shall, by reason of such event, be entitled to terminate this agreement, nor shall either party have any such claims for damages against the other, in respect of such non-performance or delay in performance. Provided that the services under this agreement shall be resumed as soon as practicable after such event comes to an end or ceases to exist.

That he/she has clearly understood the application form, Business/Compensation Plan of the Direct Selling Entity, its limitations and conditions and he/she is not relying upon any representation or promises that are not set out in this E-contract agreement.

That the relation between the Direct Selling entity and the Direct Seller and all his/her activities hereunder shall be governed in addition to this agreement, by the rules/procedures contained in the Business/Compensation available on the website. The Direct Seller confirms that he/she has read out and/or has been read out in the vernacular language known to him/her by the person named hereinabove, all the terms & conditions thereof, and agrees to be bound by them.

That the Direct Seller hereby declares that all the information furnished by him/her to the Direct Selling entity is true and correct. The Direct Selling entity shall have sole discretion and liberty to take any action against the Direct Seller in the event it is discovered that the Direct Seller furnished any wrong/false information to the Direct Selling entity.

The Direct Seller herein very well understands that violation of this contract agreement in any way whatsoever may result in termination of this agreement as per the procedure laid down therein.

The Direct Seller hereby declares that he/she has neither been convicted or declared an accused or declared bankrupt or insolvent by any competent Court of Law of India.

The Direct Seller further undertakes that he/she will comply with the provisions of the Digital Data Protection Act, 2023 and Rules & notifications framed therein whereby he/she shall not disclose to anyone whatsoever any data or information whatsoever, financial or administrative, designs, patents, trademarks, copyright, directly or indirectly, implied or unimplied, to which he/she becomes privy or which comes to his/her knowledge, during his/her engagement with M/S Astonea One Private Limited. Violations, if any, shall attract action by Astonea One Private Limited as mentioned in Clause 34 of this agreement.

Indemnification: That the Direct Seller agrees to protect, defend, indemnify and hold harmless the Direct Selling entity and its employees, officers, directors, agents or representatives from and against any and all liabilities, damages, fines, penalties and costs (including legal costs and disbursements) arising from or relating to:

• Any breach of any statute, regulation, direction, orders or standards notified by any governmental body, agency, or regulator applicable to the Direct Seller including payment and deposit of taxes; on account of Income tax, GST, Trade tax, Professional Tax, whenever applicable and shall obtain necessary registrations/licenses whenever applicable and required under law.
• Any breach of the terms and conditions of this E-contract agreement by the Direct Seller.
• Any claim of any infringement of any intellectual property right or any other right of any third party or of law by the Direct Seller.
• Against all matters of embezzlement, misappropriation or misapplications of collection/moneys which may from time to time during the continuance of the Agreement come into his/her/its possession/control.

Relationship: That the Direct Seller understands that it is an independently owned business entity and this Agreement does not make it, the Direct Selling entity's employee, associate or agent or legal representative for any purpose whatsoever. The Direct Seller does not possess any express or implied right or authority to assume or to undertake any obligation in respect of or on behalf of or in the name of the Direct Selling entity or to bind the Direct Selling entity in any manner whatsoever. In case, a Direct Seller violates this provision in any manner whatsoever then he/she shall be responsible for all types of consequences be it financial, statutory, civil, or criminal.

Indemnity: The Direct Seller hereby undertakes to indemnify and keep indemnified M/S Astonea One Private Limited, its management, employees, fellow Direct Sellers (both in the Upline as well as Downline), against any loss whatsoever, financial or otherwise, which they may suffer on account of the Direct Seller's misdeeds and violations of the clauses of this agreement mentioned hereinabove, including any law of this land, during his/her engagement and post engagement with M/S Astonea One Private Limited.