Vendor Onboarding Agreement

This Vendor Onboarding Agreement (the “Agreement”) is entered into by and between:

1. Torry Harris Business Solutions Pvt. Ltd. (“Marketplace Provider”), a branch of a Company incorporated under the laws of India, with its principal place of business at No.231, Building 16, Dubai Internet City, Dubai in the United Arab Emirates, and

2. Vendor (“Vendor”), an entity or individual registering on the Torry Harris Marketplace platform (the “Marketplace”) who seeks to expose his products or service to the community of potential buyers offered by the Marketplace Provider or through Marketplace Operators who license the Marketplace platform.

WHEREAS

a) THBS offers a virtual, digital marketplace platform known as Torry Harris Marketplace ("TH-M" or "Platform").

b) THBS licenses the Platform to business customers ("Marketplace Operators") for the purpose of creating ecosystems where service providers (vendors) can publish offerings that complement the offerings of the Marketplace operator.

c) THBS publishes Vendor Catalog within the Platform, comprising listings of multiple vendors and service providers which may be added from time to time by THBS or the Marketplace Operator.

d) Vendor desires to be listed in the Vendor Catalog for potential engagement with Torry Harris Marketplace Operators and provides a request to THBS in specified Listing format describing services and company information.

e) THBS shall determine if the Vendor may be included in the Vendor Catalog of the Platform.

f) THBS may present the Vendor Catalog, including Vendor's listing, to prospective customers during demonstrations and prospective discussions.

g) Upon a Marketplace Operator's purchase and commissioning of the Platform, such Marketplace Operator may select one or more vendors from the Vendor Catalog for potential engagement.

h) If a Marketplace Operator selects Vendor, a separate contract may be negotiated between Vendor and the Marketplace Operator.

i) Vendor retains sole discretion to enter into or decline any contract with a Marketplace Operator.

j) Vendor acknowledges and agrees that inclusion in the Vendor Catalog does not guarantee any engagement or contract with Marketplace Operators.

1. Purpose of the Agreement

The purpose of this Agreement is to establish the terms under which the Vendor will onboard and offer its products and/or services on the Marketplace operated by the Marketplace Provider. The Vendor agrees that such changes shall not constitute a breach of this Agreement and waives any claims arising from such modifications.

The Marketplace Provider or the Marketplace Operator retains the exclusive authority to determine which Vendors are eligible to operate on the Marketplace and may suspend or terminate access with or without cause.

2. Quality of Services and Deliverables

The Vendor acknowledges and agrees that:

i. The Marketplace Provider is not responsible or liable for the quality, outcomes, or deliverables of the Vendor’s products or services offered through the Marketplace. The Marketplace Provider does not oversee, validate, or guarantee the performance or suitability of the Vendor’s products or services for any specific purpose.

ii. The Vendor shall ensure that its products and services meet all applicable legal, regulatory, and quality standards in the United Arab Emirates. The Vendor shall indemnify and hold the Marketplace Provider harmless against any claims, losses, damages, or liabilities resulting from the Vendor’s failure to meet the required legal, regulatory, or quality standards.

iii. Any disputes arising between the Vendor and its clients (purchasers or users of the services) shall be resolved directly between the parties without any liability on the part of the Marketplace Provider.

iv. The Vendor shall maintain accurate and up-to-date information on the Marketplace platform and inform the Marketplace Provider of any changes in legal or operational status, The Marketplace Provider may conduct periodic reviews or inspections to ensure compliance with quality and operational standards. The Vendor agrees to cooperate fully and address any deficiencies identified during such reviews. The Marketplace Provider shall have the right to require Vendors to implement corrective measures for any deficiencies or violations and to recover any costs incurred due to Vendor non-compliance.