Vendor Onboarding Agreement

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

1. Torry Harris Business Solutions Pvt. Ltd.(THBS) (“Marketplace Platform 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 Platform 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.

By accepting this Agreement through the Marketplace’s online portal, the Vendor agrees to the terms and conditions of the Marketplace Platform Provider:

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 Platform 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 Platform 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 Platform 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 Platform 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 Platform 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 Platform Provider.

iv. The Vendor shall maintain accurate and up-to-date information on the Marketplace platform and inform the Marketplace Platform Provider of any changes in legal or operational status, The Marketplace Platform 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 Platform 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.

3. Financial Arrangements

i. The Vendor shall not claim or assume entitlement to any fees, commissions, or payments from the Marketplace Platform Provider unless expressly agreed in writing.

ii. The Vendor is responsible for all applicable taxes, duties, or levies arising from its activities on the Marketplace. The Marketplace Platform Provider shall bear no liability for the Vendor’s non-compliance with tax laws or regulations, and the Vendor agrees to indemnify the Marketplace Platform Provider against any such claims or penalties.

4. No Performance Guarantee

The Marketplace Platform Provider provides no performance guarantees for the Vendor’s engagement or the Vendor’s success in securing business through the Marketplace. The Marketplace Platform Provider explicitly disclaims any guarantees regarding the Vendor’s success, engagement, or ability to secure business opportunities through the Marketplace. The Vendor acknowledges that participation in the Marketplace is at their own risk and discretion.

5. Compliance with UAE Laws

i. The Vendor agrees to comply with all applicable laws, rules, and regulations of the United Arab Emirates, including but not limited to commercial laws, consumer protection laws, and data privacy regulations.

ii. The Vendor is solely responsible for obtaining and maintaining any licenses, permits, or approvals required to operate its business and offer its products or services.

iii. The Marketplace Platform Provider bears no responsibility for verifying the Vendor’s compliance with licensing or regulatory requirements. The Vendor agrees to indemnify the Marketplace Platform Provider against any claims, losses, or penalties resulting from the Vendor’s failure to comply with licensing obligations.

iv. The Vendor shall not list, promote or offer any products or services that are prohibited or restricted under UAE laws, regulations or the Marketplace’s policies. The Vendor acknowledges that it is their sole responsibility to ensure that all listed products or services are compliant with applicable laws and regulations.

v. The Vendor acknowledges that while compliance with UAE laws remains their primary responsibility, the Marketplace Platform Provider reserves the right to conduct periodic compliance audits to mitigate reputational risks. The Vendor agrees to cooperate fully with such audits and provide any requested documentation or information. Failure to comply with applicable laws or audit requirements may result in immediate suspension or termination of the Vendor’s Marketplace access. Any penalties or legal actions arising from non-compliance shall be borne solely by the Vendor, who shall indemnify the Marketplace Platform Provider against all associated losses.

6. Data Privacy and Security

a) The Vendor shall handle client data responsibly and in accordance with UAE Data Protection Laws.

b) The Vendor agrees to implement reasonable security measures to prevent unauthorized access or breaches of client data. The Vendor shall implement adequate measures to safeguard client data against unauthorized access, disclosure, or misuse, including adherence to industry best practices for data privacy.

c) The Marketplace Platform Provider shall not be liable for any data breaches or misuse of client data caused by the Vendor.

d) The Vendor is required to implement advanced data security measures consistent with UAE Data Protection Laws. In the event of a data breach, the Vendor must notify the Marketplace Platform Provider within 24 hours and take immediate corrective actions to mitigate harm.

e) The Vendor shall indemnify the Marketplace Platform Provider against all direct and indirect damages, including reputational harm, resulting from data breaches caused by the Vendor’s negligence. The Marketplace Platform Provider reserves the right to terminate the agreement if the Vendor fails to rectify security vulnerabilities within a reasonable timeframe.

7. Intellectual Property Rights

a) The Vendor warrants that it owns or has the legal rights , or permissions to use, all intellectual property associated with the products or services listed on the Marketplace. This includes trademarks, copyrights, patents, and any other intellectual property rights.

b) The Vendor further warrants that the use, sale, or distribution of its products or services through the Marketplace does not and will not infringe upon the intellectual property rights of any third party.

c) The Vendor agrees to indemnify, defend and hold harmless the Marketplace Platform Provider, , its affiliates, officers, and employees against any claims, , losses, damages, liabilities, or legal fees arising from allegations or findings of intellectual property infringement caused by the Vendor’s products, services, or actions related to intellectual property infringement.

d) The Marketplace Platform Provider retains ownership of all intellectual property associated with the Marketplace platform. This includes, but is not limited to, the platform’s design, functionality, software, databases, trademarks, trade secrets, and any other proprietary materials.

e) The Vendor shall not copy, reproduce, modify, distribute, or create derivative works based on the Marketplace platform or its intellectual property without the prior written consent of the Marketplace Platform Provider.

f) The Marketplace Platform Provider grants the Vendor a limited, non-exclusive, revocable license to use the Marketplace platform solely for the purpose of listing and offering its products or services in accordance with this Agreement. This license does not convey any ownership rights to the Vendor.

g) Any unauthorized use, infringement, or misappropriation of the Marketplace Platform Provider’s intellectual property by the Vendor or its affiliates shall constitute a material breach of this Agreement. The Marketplace Platform Provider reserves the right to take immediate legal action, including but not limited to terminating the Vendor’s access to the platform and seeking damages. The Vendor acknowledges and agrees that its participation in the Marketplace does not grant any ownership interest or rights to the intellectual property of the Marketplace Platform Provider.

8. Indemnity:

The Vendor agrees to indemnify, defend, and hold harmless the Marketplace Platform Provider, its affiliates, officers, employees, agents, and representatives from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney fees and legal expenses) arising out of or related to:

i. The Vendor’s breach of this Agreement or any applicable laws, regulations, or standards.

ii. The Vendor’s negligence, misconduct, or willful default in the performance of its obligations under this Agreement.

iii. Any disputes, claims, or complaints brought by third parties, including but not limited to clients or customers, related to the Vendor’s products, services, or conduct.

iv. Any intellectual property infringement claims arising from the Vendor’s products or services listed on the Marketplace.

v. Damage to the Marketplace Platform Provider’s reputation, goodwill, or business arising from the Vendor’s actions or omissions.

9. Limitation of Liability

The Marketplace Platform Provider’s liability under this Agreement is limited to the fullest extent permitted by law.

i. The Marketplace Platform Provider shall not be liable for any indirect, consequential, or incidental damages, or punitive damages, arising from the Vendor’s use of the Marketplace, , including but not limited to loss of revenue, profits, business opportunities, or reputation, even if advised of the possibility of such damages.

ii. The Marketplace Platform Provider shall not be held responsible for any delays, errors, or disruptions in the Marketplace caused by external factors beyond its control, such as technology failures or Vendor negligence

iii. The Marketplace Platform Provider’s aggregate liability under this Agreement shall not exceed the total fees collected from the Vendor during the 12 months preceding the claim.

iv. Any claims against the Marketplace Platform Provider must be submitted in writing within 30 days of the occurrence giving rise to the claim. Failure to do so will result in the claim being considered void

10. Prohibited Activities

The Vendor shall not engage in any prohibited activities, including but not limited to:

i. Listing, promoting, Selling counterfeit, illegal, or restricted products, non-compliant, or harmful products or services on the Marketplace.

ii. Engaging in fraudulent or deceptive practices, or misleading information about products or services, including pricing, quality, or origin.

iii. Misrepresenting product or service details, Engaging in fraudulent activities, such as unauthorized transactions, identity misrepresentation, or falsification of documentation.

iv. Violating intellectual property rights, including the unauthorized use of trademarks, copyrights, patents, trade secrets, or proprietary information.

v. Offering products or services that violate the Marketplace’s policies, local laws, or regulations of the jurisdictions in which the Vendor operates. The Marketplace Platform Provider reserves the right to remove non-compliant Vendors or listings immediately.

11. Marketplace Platform Provider’s Rights and Remedies

a) Audits and Investigations: The Marketplace Platform Provider reserves the right to conduct audits, investigations, or compliance reviews of the Vendor’s activities on the platform to ensure adherence to this Agreement and all applicable policies.

b) Immediate Suspension or Termination: If the Vendor is found to be engaging in any prohibited activities, the Marketplace Platform Provider may immediately suspend or permanently terminate the Vendor’s access to the Marketplace without prior notice.

c) Compensation for Damages: The Vendor shall be liable for and agrees to compensate the Marketplace Platform Provider for any financial, reputational, or operational damages caused by their prohibited activities. This includes legal fees, penalties, and any other associated costs incurred by the Marketplace Platform Provider.

d) Notification to Authorities: The Marketplace Platform Provider reserves the right to report the Vendor’s prohibited activities to appropriate regulatory or law enforcement authorities, as required by law.

12. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond their reasonable control, including but not limited to acts of God, government restrictions, or disruptions in telecommunications or infrastructure. However:

• The affected party must promptly notify the other party in writing of the force majeure event and take all reasonable steps to mitigate its impact.
• The Marketplace Platform Provider reserves the right to terminate the Agreement if the force majeure event continues for a period exceeding 60 days and materially affects the operation of the Marketplace.

13. Termination

1. Termination by Either Party: Either party may terminate this Agreement by providing 30 days’ written notice to the other party.

2. Immediate Termination by the Marketplace Platform Provider: The Marketplace Platform Provider reserves the right to immediately terminate this Agreement and the Vendor’s access to the Marketplace under the following circumstances:

• Breach of any terms of this Agreement by the Vendor.
• Non-compliance with applicable UAE laws, regulations, or Marketplace policies.
• Engagement in activities that harm or threaten to harm the reputation, goodwill, or operations of the Marketplace.

3. Post-Termination Obligations: Upon termination, the Vendor must:

• Fulfill all pending obligations, including orders or commitments made prior to termination.
• Provide a detailed handover to ensure the continuity of ongoing transactions or operations.
• Compensate the Marketplace Platform Provider for any financial or reputational damages arising from the Vendor’s non-compliance or misconduct.

14. Dispute Resolution

• Any disputes arising under this Agreement shall first be resolved through good-faith negotiation.
• If the dispute cannot be resolved amicably, the parties agree to submit the matter to arbitration under the rules of the Dubai International Arbitration Centre (DIAC).
• The arbitration proceedings shall be conducted in English, and the decision of the arbitrator(s) shall be final and binding.
• While disputes shall be resolved through arbitration under the DIAC rules, the parties agree to equally share arbitration costs to ensure neutrality. The Vendor shall bear additional costs if the dispute arises due to the Vendor’s breach of this Agreement. The arbitration decision shall be enforceable under UAE laws, and the Vendor agrees to waive any rights to delay or contest enforcement unnecessarily. Furthermore, disputes involving financial or reputational losses to the Marketplace Platform Provider shall prioritize expedited resolution

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the courts of the United Arab Emirates, The Vendor acknowledges that compliance with UAE laws, including consumer protection and data privacy regulations, is mandatory, and failure to comply may result in immediate termination of this Agreement and legal consequences.

15. General Provisions

1. Entire Agreement:

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, or understandings, whether written or oral. Any amendments to this Agreement must be made in writing and agreed upon by both parties.

2. Binding Nature:

The Vendor’s electronic acceptance of this Agreement through the Marketplace portal is legally binding and enforceable under UAE laws. The Vendor acknowledges that digital signatures and electronic communications are equivalent to physical signatures for the purposes of this Agreement.

3. Severability:

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a competent court, the remaining provisions shall continue to remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with one that achieves the intended purpose of the original provision.

4. No Waiver:

The failure of the Marketplace Platform Provider to enforce any provision of this Agreement shall not constitute a waiver of its rights to enforce such provisions at any time in the future.

5. Survival

All provisions related to indemnity, limitation of liability, intellectual property, and confidentiality shall survive the termination or expiration of this Agreement.

Annexure A

Process: Marketplace Platform Provider in Vendor Onboarding and Transition to the MPO Marketplace

1. Initial Vendor Onboarding by the Marketplace Platform Provider (THBS):

The Marketplace Platform Provider facilitates the onboarding of Vendors onto its platform, ensuring compliance with applicable policies and standards. However, the Marketplace Platform Provider’s role in onboarding is limited to its own platform and does not extend to onboarding Vendors onto the Marketplace Operator’s (MPO) platform unless explicitly stated otherwise in a separate agreement.

2. Transition to the MPO Marketplace:

Upon execution of a license agreement between the Marketplace Platform Provider and the MPO, Vendors may be offered the opportunity to transition to the MPO’s marketplace. The Vendor acknowledges and agrees that the decision to transition to the MPO marketplace is entirely discretionary to be taken by the Vendor and based on the pricing scheme, business value, and return on investment (ROI) offered by the MPO to the Vendor.

3. Vendor’s Independent Assessment:

Vendors are solely responsible for independently evaluating the feasibility, financial viability, and alignment of the MPO’s pricing structure with their business objectives. The Marketplace Platform Provider makes no representations, warranties, or assurances about the MPO’s pricing schemes, value proposition, or the Vendor’s potential ROI.

4. Disclaimer of Liability:

The Marketplace Platform Provider disclaims all liability for any outcomes arising from the Vendor’s decision to onboard onto the MPO marketplace. This includes, but is not limited to:

a) Financial losses incurred by the Vendor.

b) Failure to achieve expected returns or business outcomes.

c) Disputes or disagreements between the MPO and the Vendor.

d) Any adverse impact on the Vendor’s business operations due to the Vendor’s participation in the MPO’s marketplace.

5. Independent Agreements with MPO:

If the Vendor chooses to onboard onto the MPO marketplace, the relationship, rights, and obligations between the MPO and the Vendor shall be governed exclusively by the agreements executed between them.

6. Continued Vendor Obligations to the Marketplace Provider:

The Vendor’s obligations to the Marketplace Platform Provider under this Agreement, including compliance with quality, data protection, and legal standards, shall remain unaffected by any decision to onboard onto the MPO marketplace unless explicitly stated otherwise in writing.

By clicking “Accept” on the Marketplace portal, the Vendor agrees to the terms and conditions outlined in this Agreement.