This Vendor Agreement (“Agreement”) is made by and between Arugil Tech Solutions Private Limited (“ARUGIL”), an Indian Private Limited Company having offices at 7, Ram Nagar, TVS Nagar Road, Kavundampalayam, Coimbatore, Tamilnadu, 641030, and Entity onboarded as Vendor under the Onboarding Form (“Vendor”). This Agreement shall become effective on the date on which the Vendor is Onboarded (the “Agreement Effective Date”).

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In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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1. Definitions. Capitalized terms used in this Agreement shall have the meaning assigned to them as set forth below.

   1. “Affiliates” means, with respect to a party, any other person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such party. The term “control” (including the terms “controlled by” and “under common control with”) means (i) the possession, directly or indirectly, of at least 50% of the voting rights of a person; or (ii) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, management control by contract or otherwise.

   2. “Confidential Information” means all non-public information disclosed by a party to the other party which: (a) is marked as “Confidential” or with a comparable legend if disclosed in written, graphic, machine-readable or other tangible form, or (b) which should be reasonably in good faith be treated as confidential or proprietary based on the nature of the information or the circumstance surrounding its disclosure. Confidential Information does not include information which: (i) is now generally known or available or which, hereafter through no act or failure to act on the part of recipient, becomes generally known or available; (ii) is rightfully known to recipient at the time of receiving such information; (iii) is furnished to recipient by a third party without restriction on disclosure; or (iv) is independently developed by recipient without having relied on the Confidential Information of the disclosing party.

   3. “Documentation” means the user guides, online help, release notes, training materials, and other documentation provided or made available by ARUGIL to the Vendor regarding the use or operation of the Software

   4. “Commission” means, as applicable, the fees charged by ARUGIL for services as set forth in this Agreement.

   5. “Intellectual  Property  Rights”  means any intellectual property rights, including patents,  utility models, rights in designs, copyrights, moral rights, topography rights, database rights, trade secrets, and rights of confidence, in all cases whether or not registered or registrable in any country, and including the right to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time.

   6. “Platform” means the object code version of any software to which Vendor and its Affiliates is provided access as part of the Service, including any updates or new versions.

   7. “Support Services” means the support services provided to Vendor and its Affiliates by ARUGIL  in respect of the Platform. 

2. License and Restrictions.

   1. Rights to Use. During the applicable Term, Vendor and its Affiliates will receive a non-exclusive, non-assignable, royalty-free worldwide license to access and use the Platform solely for their internal business operations subject to the terms of this Agreement.

   2. Restrictions. Except as expressly set forth in this Agreement, Vendor shall not, directly or indirectly sublicense, resell, rent, lease, distribute or otherwise transfer rights or usage in the Software (b) provide the Software on a timesharing, service bureau, service provider or another similar basis (c) remove or alter any copyright,  trademark or proprietary notice in the  Software (e) reverse engineer,  decompile, disassemble, or otherwise attempt to derive the source code of the Software.

3. Proprietary Rights.

   1. ARUGIL Intellectual Property. Title to and ownership of all copies of the Software whether in machine-readable (source, object code or other format) or printed form, and all related technical know-how and all rights therein (including without limitation all Intellectual Property Rights applicable thereto and in all derivative works by whomever produced), belong to ARUGIL  and its licensors and shall remain the exclusive property thereof. All rights not expressly granted to Vendor are reserved by ARUGIL  and its licensors.

   2. Vendor  Intellectual  Property.  ARUGIL acknowledges that any and all proprietary materials provided or allowed access by the Vendor and/or its affiliates, including any proprietary materials used in relation to the operation of the Software, belong to the Vendor (“Vendor’s Proprietary Materials”). For the avoidance of doubt, ownership of any Confidential Information or Intellectual Property Rights provided by the Vendor, its affiliates, their respective employees, and/or end-users shall remain with the Vendor at all times.

   3. Suggestions. The Vendor is not obligated to provide ARUGIL with any suggestions, enhancements, recommendations or other feedback (“Suggestions”). To the extent Vendor does provide ARUGIL with any Suggestions, subject to clause 3.2 above, Vendor hereby grants to ARUGIL a royalty-free, worldwide, transferable, sublicensable, irrevocable, right and license to use, copy, modify, and distribute, including by incorporating into any software or service owned by ARUGIL, any Suggestions provided by Vendor relating to any software or service owned or offered by ARUGIL.

4. Vendor Obligations.

   1. Vendor Responsibilities. Vendor shall: (a) not use the Platform in breach of the terms and conditions of Section 2 (License and Restrictions) and promptly notify ARUGIL in writing of any increase in the use of the Platform,  (b)  be solely responsible for the accuracy, use, integrity, and legality of any information processed within the Platform, (c) use the Platform in accordance with applicable laws, rules, regulations and the Documentation, (d) notify ARUGIL promptly of any unauthorized use of the Platform of which it becomes aware. Subject to the limitations of liability set out under this Agreement, Vendor shall indemnify ARUGIL from any damages or claims arising from third-party claims owing to violations of this Section 4.1

   2. Compliance with Laws. Vendor shall comply with all local, state, national, and foreign laws in connection with its use of the Platform that are applicable to it, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Vendor acknowledges that ARUGIL exercises no control over the content of the information transmitted by Vendor or its users through the Software.

5. Fees and Payment. 

   1. ARUGIL shall charge the Vendor a commission in respect of each sale made on the Platform. The details of Commission shall be mentioned in the Platform and communicated to the Vendor separately. 

   2. One Time onboarding fees shall be collected at the initiation of the onboarding process. This fee covers the administrative costs associated with integrating the Vendor’s Business onto the platform. Additional charges contingent upon the count of products or services offered by the Vendor will be levied for each product or service listing. The precise amount of these charges will be detailed in Quotation shared and Agreed with the Vendor in accordance with the scope and scale of the Vendor’s product or service portfolio.

   3. Vendor shall be liable to pay a monthly recurring fee based on order count, storage usage, and infrastructure utilization. 

   4. Vendor shall also be liable to pay an annual maintenance fee to cover ongoing support, maintenance, and platform enhancements. The exact amount of the AMC will be communicated to the Vendor at the time of onboarding and is subject to change depending on Usage, at the discretion of the Platform. 

   5. All outstanding dues must be settled by the 5th day of every month. Failure to comply within this timeframe will result in the imposition of penalties. In the event that the outstanding amount remains uncleared beyond the specified timeframe, the platform reserves the right to initiate appropriate legal action against the business. Such legal action may include but is not limited to, the pursuit of outstanding payments through legal channels.

   6. Any online payment made by customers through the Platform shall be promptly credited to the respective vendor's designated bank account. The standard settlement period for transactions is typically T+2 days from the time of delivery. However, the exact settlement frequency—whether weekly, biweekly, or monthly—will be determined under the Quotation shared and agreed with the vendor. 

6. Term and Termination.

   1. Term. The term of this Agreement shall begin on the Effective Date and shall continue until terminated according to this agreement. 

7. Termination Rights. 

   1. The Vendor may terminate this Agreement at any time without having to attribute any reason whatsoever by providing ARUGIL  with written termination notice of not less than ninety (90) days.   

   2. If either party is in default of any provision of this Agreement which is not capable of remedy, or if such breach is capable of remedy but such default is not corrected within thirty days of receipt of written notice, the other party shall have the right to immediately terminate this Agreement by providing written notice to the party in breach. 

   3. Either party shall have the right to immediately terminate this  Agreement in writing if the other party:  (a) voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors which is not dismissed within one hundred and twenty days or (b) admits in writing its inability to pay its debts as they become due; or (c) in case of change of ownership of ARUGIL, provided that prior written notice of at least thirty (30) days is provided to the Vendor.

8. Effect of Termination; Surviving Provisions.   

   1. Upon termination of this agreement, whether initiated by the Vendor or the platform (Arugil), the Vendor shall diligently and expeditiously fulfill all pending orders placed by End Users. 

   2. The Vendor acknowledges and agrees that termination shall not absolve them of their responsibility to complete and deliver any outstanding orders to the satisfaction of the End Users. Furthermore, the Vendor shall communicate transparently with affected End Users, providing them with relevant information regarding the status and expected delivery timelines of their pending orders. Failure to fulfill pending orders in a timely and satisfactory manner may result in the assessment of penalties or additional liabilities, and the Vendor shall indemnify and hold harmless the platform (Arugil) against any claims or losses arising from incomplete order fulfillment post-termination. 

9. Confidentiality and Data Protection

   1. Obligation. ARUGIL and Vendor agree that : (a) it will use the other party's Confidential Information only in connection with fulfilling its rights and obligations under this Agreement; and (b) it will hold the other party's Confidential Information in strict confidence and exercise due care with respect to its handling and protection, consistent with its own policies concerning protection of its own Confidential Information of like importance but in no instance with less than reasonable care, such due care including without limitation requiring its officers, employees,  professional  advisors, agents, representatives  and  contractors (collectively, “Representatives”)  to  treat such information confidentially before allowing such parties to have access to the Confidential Information of the other party; Provided, Vendor shall be responsible for its representatives who have access to the confidential information and (c) the receiving party of Confidential Information shall be responsible for any breach of the terms of this Agreement by its Representatives who receive such information.

   2. Exceptions to  Obligation:  Notwithstanding  Section  9.1  (Obligation),  either party may disclose Confidential  Information to its affiliates, and to the extent required by law or regulation, including any Court order or legal process, or by any governmental or other regulatory authority or self-regulatory authority,  provided the receiving party  (to the extent legally permissible) uses commercially reasonable efforts to give the party owning the Confidential Information sufficient notice of such required disclosure to allow the party owning the Confidential Information reasonable opportunity to object to and to take legal action to prevent such disclosure.

   3. Each party warrants that it shall comply with all applicable data protection laws (including any changes thereto) in relation to the supply and use of the Software under this Agreement. Notwithstanding the foregoing, ARUGIL agrees and undertakes that when dealing with any and all personal data received, including the provision of access, from the Vendor and its Affiliates, it shall: (a) only use personal data in accordance with the purposes of providing the Software under this Agreement and in accordance with the Vendor or its Affiliates’ instructions, (b) take appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and against all other unlawful forms of processing, including the implementation of encryption of any personal data received from the Vendor and its Affiliates, (c) give the Vendor notice in writing as soon as reasonably practicable should it become aware of, or reasonably suspect, that any of the events referred to above has occurred and shall promptly take all steps necessary to remedy the event and prevent its recurrence, (d) not retain personal data for any longer than is necessary for the purposes the Vendor and its Affiliates disclosed the personal data, (e) limit disclosure of personal data to its employees on a need-to-know basis, and (f) shall be responsible for any breach of this Clause by such persons authorized by ARUGIL  to access or process such data.

10. Warranties, Exclusive Remedies and Disclaimers.

    1. Warranties.  ARUGIL  represents and warrants for the sole benefit of Vendor that: 

       1. The Support Services and the applicable Vendor Success Services will be performed by ARUGIL  with due care and skill, in a timely, professional, and workmanlike manner, and in accordance with the terms of this Agreement, the agreed service level agreement, and good industry practice;  

       2. During the  Term,  the  Platform shall perform materially in accordance with the Documentation related to the Platform and the agreed service levels. The foregoing warranties for the Platform shall not apply to any error or failure resulting from (i) usage in an operating environment other than as outlined in the Documentation, (ii) Vendor's failure to follow any reasonable instructions of ARUGIL, (iii) usage outside the terms and conditions of this Agreement;

       3. It is duly organized, validly existing, and in good standing under the law of its relevant jurisdiction;

       4. it has full capacity and authority and all necessary licenses, permits and consents to enter into and to perform this Agreement; 

       5. it has and will continue to have sufficient technical and organizational security measures in place which reflect the requirements of good industry practice for the purpose of protecting any personal data provided by the Vendor and its Affiliates under this Agreement or systems or databases from any loss, misuse, modification, unauthorized or accidental access or disclosure, alteration or destruction; and

       6. the provision of the services by ARUGIL under this Agreement and the receipt of such services, including the access and use of the Software, will not infringe the Intellectual Property Rights of any third party.

    2. Disclaimer of Warranties. Except as set forth in section 10.1 (warranties), the access to the Platform is provided on “as is” and without warranty of any kind. ARUGIL expressly disclaims all warranties, whether express, implied, or statutory, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose.  

11. Indemnity.

    1. Indemnification by the Vendor.   Save to the extent of any gross negligence, willful default, or fraud on the part of ARUGIL, the Vendor hereby expressly agrees to defend, indemnify and hold harmless ARUGIL against any claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, caused by or arising out of any claims by any individual or entity against ARUGIL  that there has been misuse of the Platform by the Vendor or breach of confidentiality or violation of applicable laws by the Vendor in its use of the Software. 

    2. ARUGIL reserves the right to assume exclusive control of its defense against any claim brought against it subject to indemnification by the Vendor, in which event the Vendor will reasonably cooperate with ARUGIL in connection therewith, and hereby expressly agrees to bear the cost thereof. The settlement of any indemnified claim on terms that include an admission of liability by the Vendor or a restriction on the operation of the Client’s business shall require the Vendor’s prior written consent. 

    3. Indemnification by ARUGIL. ARUGIL  hereby expressly agrees to defend, indemnify, and hold harmless the Vendor and its Affiliates against any claims, liabilities, damages, losses, costs, and expenses, including reasonable legal fees, caused by or arising out of or in connection with:

       1. any claim by a third party that the receipt of the services provided by ARUGIL, including the access and use of the Platform, infringes the Intellectual Property Rights of such third party;

       2. any act or omission by ARUGIL  or any third party to whom ARUGIL  has delegated any of its obligations under this Agreement to that causes the Vendor and its Affiliates to be in breach of any applicable personal data legislation in force in India; and

       3. any breach of its obligations under this Agreement. 

12. Limitation of Liability.

    1. Exclusion from Limitation.  Neither party's liability: (a) for death or personal injury caused by its negligence; (b) for fraud or fraudulent misrepresentation; (c) for breach of Section 9 (Confidentiality and Data Protection); (d) for loss of data or (e) for any other liability that cannot be excluded or limited under Indian law; is excluded or limited by this Agreement.

    2. Limitation on All Damages. In any event, either party’s maximum aggregate liability to the other party in each calendar year (whether in contract or under any other form or liability) for damages or loss, howsoever arising or caused, whether or not arising from negligence, shall not be in excess of the prorated amount of commission fees payable by the Vendor to ARUGIL  hereunder in preceding 12 months of the event which is giving the right to such claim. The foregoing liability cap shall apply notwithstanding the failure of the essential purpose of any limited warranty or remedy herein. The foregoing liability cap shall not apply to any indemnification obligations under this Agreement or to any liability for gross negligence, wilful misconduct, or fraud.

    3. In no event shall either party be liable for the cost of procurement of substitute goods or services, any lost profits, revenue, interruption of business, or for any incidental, special, consequential or indirect damages of any kind, even if advised of the possibility of such damage or if such damage could have been reasonably foreseen.

13. Product listings

    1. Vendor shall be responsible for providing the details of the products to be listed on the Platform by Providing a completed product page which shall include prices, detailed information, specifications and images in respect of each product.

    2. Vendor agree to be solely responsible for all listings submitted to the Platform and Vendor agrees that all listings must constitute bona fide listings relating to products, comply with the Legal Metrology (Packed Commodities) Rules; and contain all such information, specifications and guidelines as may be required pursuant to all applicable laws and regulations, including in respect of consumer protection.

    3. Listings that are submitted may be individually reviewed and approved, at the discretion of ARUGIL, before they are published on the Platform, and Vendor acknowledges and agrees there may be a lead time between submission of the product page and the publishing of the Product page on the Platform due to time required for the quality control operations.

    4. Without prejudice to its other rights, ARUGIL reserves the right to reject, unpublish and/or delete any listings that breach this Agreement.

    5. Vendor acknowledges and agrees that:

       1. notwithstanding that ARUGIL may approve any listings, Vendor shall be fully responsible for the same; and

       2. ARUGIL reserves the right to impose penalties for breach of this section, without prejudice to its other rights.

       3. Vendor must keep their  listings up to date. In particular, Vendor must deactivate any listings in respect of products that have ceased to be available.

14. The Products

    1. The only products that may be the subject of a listing on the Platform are products falling within the product categories specified on the Platform.

    2. Vendor must not advertise, buy, sell or supply through the Platform any product that:

       1. breaches any laws or regulations, or infringes any person's intellectual property rights or other rights, or gives rise to a cause of action against any person, in each case in any jurisdiction and under any applicable law;

       2. consists of or contains material that would, if published on the Platform by the Vendor, contravene the rules on content in this Agreement; or

       3. is or relates to: drugs, narcotics, steroids or controlled substances; pornography; obscene, indecent or sexually explicit materials; swords, firearms or other weapons; ammunition for any weapon; or items that are otherwise prohibited under any applicable law.

       4. ARUGIL has zero tolerance approach to counterfeit products and any attempt to sell counterfeit products on the Platform may result in the penalties which include financial penalties, permanently prohibiting the Vendor from using the Platform, and potentially in prosecution.

    3. Promptly, following receipt of a written request from ARUGIL, Vendor must supply to ARUGIL any information and documentation that ARUGIL may reasonably request in order to verify the authenticity of products.

15. Pricing

    1. All prices of products shall be stated inclusive of GST and any other tax applicable to the transaction and the currency shall be in INR. Wholesale and retail prices shall be listed separately. 

    2. Vendor shall be solely responsible for setting the price of their products on the Platform.

    3. The pricing of the products shall comply with all applicable laws, including competition laws. 

    4. Vendor have the right to change the pricing of the product at any time. However, such changes should not affect the End User relationship. Vendor must notify the End User of any changes in pricing before making any transactions.

    5. Vendor must ensure that all prices are accurate and up-to-date. Any errors in pricing should be corrected immediately.

    6. Vendor must provide all necessary information regarding the pricing of the product, including taxes, shipping charges, and other fees. Vendor must comply with all applicable laws and regulations regarding pricing and billing.

16. Fulfilment, packaging and delivery

    1. Billing and Pricing Terms and Conditions:

       1. After every successful purchase from the End User, a bill will be generated in the Vendor’s account.

       2. If informed by the Platform, Vendor must make a hardcopy of the bill and paste it over the packed product before shipping it to the End User

       3. The bill will be automatically generated after every successful purchase based on the pricing of the product.

       4. End User has the right to dispute any billing errors or pricing discrepancies. Vendor must resolve such disputes promptly and in good faith.

    2. Order Acceptance and Fulfillment

       1. Upon receiving an order from an End User, the Vendor is obligated to promptly check the availability of the requested products in its stock.

       2. The Vendor must verify if the End User's location falls within the designated delivery radius established by the Vendor. Additionally, the Vendor shall assess the availability of a suitable delivery partner to fulfill the order.

       3. Based on the stock availability, delivery radius, and the availability of a delivery partner, the Vendor reserves the right to either accept or reject the placed order.

       4. Once the Vendor accepts the order, it signifies the Vendor's commitment to fulfilling the order, and the responsibility for order completion is assumed.

       5. Subsequent to order acceptance, the Vendor is required to initiate a trip request, which involves selecting and bundling one or more orders that can be efficiently delivered together.

       6. The Vendor, in preparation for order fulfillment, must adequately pack the products in the accepted order. The packing should include clear labeling with the necessary customer details, ensuring accurate and prompt delivery.

       7. The Vendor agrees to comply with all relevant local, state, and federal laws, regulations, and standards governing the sale, packaging, and delivery of products.

       8. The Vendor agrees to maintain performance standards consistent with industry practices and in compliance with the terms outlined in this agreement.

       9. The Vendor is responsible for ensuring the quality and integrity of the products during the packing and delivery process.

       10. The Vendor shall be liable for any damages, losses, or claims arising from the inadequate packing, delivery, or fulfillment of an order.

       11. The Vendor agrees to indemnify and hold harmless the platform (Arugil) against any claims, liabilities, or losses resulting from the Vendor's failure to meet its obligations under this clause.

    3. Packaging and Delivery Terms and Conditions:

       1. Vendor must comply with all applicable laws and regulations regarding packaging and delivery. 

       2. Vendor must take all necessary precautions to prevent breakage during transportation. ARUGIL will not take any responsibility for breakage or damage to products during transportation.

       3. Vendor must take all other special precautions necessary to ensure that the products are delivered safely. 

       4. Vendor must take photographs of the packed products before and after sealing and the photographs must be submitted to us End User for verification and record-keeping purposes.

       5. Vendor must ensure that all products are delivered to the End User in good condition.

    4. Vendor shall retain title to and ownership of the products until such time as the products are paid for in full by the End User and delivered to the End User. Upon delivery to the End User, ownership of the products shall vest in the End User.

    5. Vendor shall bear the risk of loss or damage to the products upon receipt and until delivery to the end User.

    6. The Vendor, upon an End User selecting the self-pickup option, shall ensure the availability of this service by maintaining their shop or business location open during the designated business hours as communicated to the End Users. During these specified hours, the Vendor shall make the ordered products accessible for pickup by the respective End User who has chosen the self-pickup service, providing clear and conspicuous communication regarding the availability of this option. In the event of any inconvenience caused to End Users due to the unavailability of the self-pickup service during the specified business hours, the Vendor accepts sole responsibility and agrees to indemnify and hold harmless the platform against any resulting claims or liabilities. 

17. Support Obligations

    1. Vendor agree to use commercially reasonable efforts to provide chat, email and/or telephone support to End Users with respect to their purchase of the products from the Platform. Vendor acknowledge that they are solely responsible for providing adequate support to End Users and ARUGIL is in no way responsible for Products sold by the Vendor. Vendor shall provide a mobile number to which ARUGIL may direct support inquiries from End Users with respect to the Products. If the Vendor receives a support request from ARUGIL or End User, Vendor shall respond to such request within four (4) days. In cases where ARUGIL identifies an issue to be critical, Vendor agree to respond within six (6) hours from the time of receiving the support request

18. General.

    1. Publicity.  ARUGIL may include the Vendor’s name and logo in its Vendor lists on its website and marketing collateral for publicity purposes.

    2. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of India. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence,  validity  or termination,  shall be finally resolved by arbitration in Coimbatore, Tamilnadu  in accordance with the Arbitration and Conciliation Act, 1996 for the time being in force, which shall be deemed to be incorporated by this clause. The tribunal shall consist of a sole arbitrator mutually appointed by both parties. The language of the arbitration shall be English. 

    3. Assignment. No party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any assignment not in conformity with this Section shall be null and void.

    4. Notices. Any notices required under this Agreement shall be given in writing and shall be deemed to have been delivered and given: (a) if given or when delivered personally, (b) three Business Days after having been sent by registered or certified post, return receipt requested, or (c) one Business Day after deposit with a commercial overnight courier, with written verification of receipt or (d) if sent by electronic mail, at the time of transmission, provided that no delivery failure is received by the sender. All communications shall be sent to the addresses set forth in the preamble of this Agreement or to such other address as may be designated by a party by giving written notice to the other party.   “Business Day” means any day except Saturday, Sunday and any day which is a gazetted public holiday in Tamil nadu..

    5. Force Majeure. Except for any payments due hereunder, neither party shall be responsible for delay or failure in performance caused by any government act,  law,  regulation,  order, or decree,  by communication line or power failures beyond its reasonable control, or by fire, flood or other natural disasters or by other causes beyond its reasonable control, nor shall any such delay or failure be considered to be a breach of this Agreement. Notwithstanding the foregoing, if the delay or failure in performance due to a  force majeure event continues for more than thirty  (30)  days,  either party may terminate this Agreement with immediate effect by giving written notice to the other party.

    6. Others.  

       1. The Terms of this Agreement are subject to Modification at the Discretion of the Platform and the Vendor shall be notified upon the modification of these Terms and Conditions. 

       2. A waiver on one occasion shall not be construed as a waiver of any right on any future occasion. No delay or omission by a party in exercising any of its rights hereunder shall operate as a waiver of such rights. 

       3. In performing their respective duties under this Agreement, ARUGIL  and Vendor will be operating as independent contractors and neither party is the legal representative, agent, joint venture, or employee of the other party for any purpose whatsoever. 

       4. The headings of the Sections of this Agreement are for convenience only and shall not be of any effect in construing the meaning of the Sections. 

       5. In the event that it is determined by a court of competent jurisdiction that any provision of this Agreement is invalid, illegal, or otherwise unenforceable, such provision shall (to the extent legally permissible) be enforced as nearly as possible in accordance with the stated intention of the parties, while the remainder of this Agreement shall remain in full force and effect and bind the parties according to its terms. To the extent, any provision cannot be enforced in accordance with the stated intentions of the parties, such terms and conditions shall be deemed not to be a part of this Agreement. 

       6. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

       7. This Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements between the parties with respect to such subject matter.

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This document is an electronic record in terms of Information Technology Act, 2000 and rules made there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures and the same has been incorporated by reference in the Vendor Agreement (defined Above).