Terms of Use - Viloop

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This document is an electronic record in terms of Information Technology Act, 2000 and rules 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.

This document is published in accordance with the provisions of Rule 3(1)(a) of the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of domain name/ website [www.Viloop.in] ("Website"), including the related mobile application (hereinafter referred to as "Platform").

This document is a legally binding agreement between a Manufacturer/Distributer (as defined below) or a Retailer (as defined below), as the case may be (acting by itself or through its representatives) (collectively referred to "you", "your", "User" hereinafter) who access or use or transact on the Platform and avail Service for a commercial purpose only and the Hindvi Techinfra Private Limited (referred to "we", "us", "our" or "Viloop" hereinafter). You acknowledge and agree that the Platform is a business to business (B2B) platform and provides services to business entities only.

Upon your request in writing, we may also make these terms of use and Privacy Policy available to you in one of the languages specified in the VIIIth Schedule of the Constitution of India. You may send such request to us on help@Viloop.in. Upon receipt of such request, we will share the terms of use in the language so opted by you within seven (7) working days. In case of any discrepancy between the English version of the terms of use and version in language so opted by you, the English version shall prevail.

This document and such other rules and policies of the Platform (including but not limited to Privacy Policy, General Terms, Anti-Counterfeiting Policy, Return Shipments Policy) as may be amended from time to time are collectively referred to below as the "Terms". We reserve the right, at our sole discretion, to change, modify, add or remove portions of these Terms, at any time without any prior written notice to You. By accessing, browsing, or otherwise using the Platform or using the Services, including following the posting of changes, User agrees to accept and be bound by the Terms (as may be amended from time to time). It is your responsibility to review these Terms periodically for any updates / changes. Please do not use the Services or access the Platform if you do not accept the Terms or are unable to be bound by the Terms.

PLEASE READ THE TERMS CAREFULLY BEFORE PROCEEDING IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICES PROVIDED BY THE PLATFORM OR VILOOP. By impliedly or expressly accepting these Terms, you also accept and agree to be bound by any amendments, updates and modifications to the Terms and the other policies (including but not limited to, Privacy Policy), as maybe amended, updated and modified from time to time.

Additional terms and conditions may apply to You in respect of availing specific services and/or to specific portions or features of the Platform, including but not limited to, Services, any other additional services as may be offered by us from time to time, contests, offers, schemes, promotions or other similar features, all of which terms are to be read as part of these Terms. You agree to abide by such other terms and conditions, including, where applicable, representing that You have the legal capacity to use or participate in such service or feature. If there is a conflict between these Terms and the terms posted for or applicable to a specific portion of the Platform or for any specific service offered on or through the Platform, the latter terms shall control with respect to your use of that portion of the Platform or the specific service. Viloop expressly reserves the right at any time, to add to and/or alter, modify, change or vary all or any of the terms and conditions or to replace wholly or in part, the contests, offers, schemes, promotions etc. with another contest, offer, scheme, promotion etc. or to withdraw it altogether.

For the ease of reference, this document is divided into following sections:

I. General Terms applicable to all users on the Platform;

II. Terms applicable to Retailers ("Retailer Terms"); and

III. Terms applicable to Manufacturers and/or Distributers ("Manufacturer & Distributer Terms").

If you (by itself or through your representatives) intend to make a purchase or have placed an order on the Platform for commercial purposes ("Retailer"), Section I. and II. shall be applicable to your use and access of the Platform and its Services thereof.

If you (by itself or through your representatives) intend to offer your products for sale or are selling your products to Retailers through the Platform ("Manufacturer and/or Distributer"), Section I. and III. shall be applicable to your use and access of the Platform and its Services thereof.

I. GENERAL TERMS

1. EFFECTIVE DATE

These Terms of Use shall come into force with effect from 0000 hours of 1st July 2025.

2. APPLICATION AND ACCEPTANCE OF THE TERMS

i. Your use of the Platform and Viloop's services, features, functionality, software and products (collectively the "Services" hereinafter) is subject to the terms and conditions contained in this document as well as the Privacy Policy, General Terms, Anti-Counterfeiting Policy, Return Shipments Policy and any other rules and policies of the Platform that Viloop may publish from time to time.

ii. You must read Viloop Privacy Policy which governs the collection, use, and disclosure of personal information about Users. You accept the terms of the Privacy Policy and agree to the use of the personal information about you in accordance with the Privacy Policy.

3. PROVISION OF SERVICES

i. You must register on the Platform in order to access and use the Services. Further, Viloop reserves the right, without prior notice, to restrict access to or use of certain Services (or any features within the Services) subject to other conditions that Viloop may impose in its discretion.

ii. In case you avail services while accessing the Platform, that may be supported and/or provided by third party service provider(s), for all such services your contracting entity will be such third-party service provider(s), as the case may be. Viloop disclaims all liability for any claims that may arise pursuant to your use of services provided by such third-party service provider(s).

iii. User agrees and confirms that any Services provided to you by Viloop are on best efforts basis and Viloop may engage services of third-party service provider(s) to facilitate such Services to you. We shall not in any manner be liable to you for failure or delay in providing the Services or for any temporary disablement, permanent discontinuance of the Services by us or for any consequences resulting from such actions or reasons that are beyond our reasonable control.

iv. User acknowledges that the Services are being provided to you on a 'as is' and 'as available' basis and may be interrupted while browsing, transacting, using or uploading information on the Platform. User agrees that we reserve the right to suspend the Services, forthwith without assigning any reason whatsoever, at our sole discretion.

v. Viloop may at any time with or without notice, withdraw, terminate, and/or suspend any or part of the Services without cause or in case of any breach of the Terms by the User. In addition, termination of any or part of any Services shall not impact provision of other services or other business arrangements or agreements which the User may have entered into with Viloop.

4. ELIGIBILITY

The Platform is available for use and access to Users who can form legally binding contracts under Indian Contract Act, 1872. For the purposes of these Terms, the term 'persons' shall mean any sole proprietor, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality) or any other body corporate duly incorporated under the laws of India.

User must not use the Platform and its Services for their personal use and the Platform shall be used by the User only for their business purposes.

5. USER ACCOUNTS AND VERIFICATION OF ACCOUNT

i. User must be registered on the Platform to access or avail the Services for its commercial purposes. You agree and acknowledge that you will transact on the Platform only for your business purposes and not for personal use. Except with Viloop's approval, one User may only register one account on the Platform. Viloop may cancel or terminate a User's account if Viloop has reasons to suspect that the User has concurrently registered or controlled two or more accounts. Further, Viloop may reject User's application, without assigning any reasons thereof, for registration for any other reason.

ii. A set of user ID and OTP (One Time Password) / password is unique to a single account. Any action triggered on your user account on the Platform or by using the unique OTP will be deemed to have been authorized by you and with your express consent. You shall be solely responsible for maintaining the confidentiality and security of your user ID and password and for all activities that occur under your account. You agree that all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any terms & conditions or rules, subscribing to or making any payment for any Services, sending emails using the Platform or other communications) will be deemed to have been authorized by you.

iii. When you access the Platform, you are electronically communicating with Viloop. Viloop may communicate with you by e-mail, SMS, WhatsApp messages or messages through other modes of communication, phone call or by posting notices on the Platform or by sending in-app notifications or any other mode of communication. For contractual purposes, you consent to receive communications (including transactional, promotional and/or commercial messages) in the above manner, from Viloop with respect to your use of the Platform and it shall be deemed by your continued use of the Platform that you agree and consent to receive any communications from Viloop.

iv. While registering the User account on the Platform you will be required to furnish details about you and with respect to your business including without limitation, business name, GSTIN, PAN, TAN, Udyog Aadhar, address, phone number and/or any other information that may be required by Viloop to provide in relation to your business. You agree and acknowledge that we may directly or through a third-party service provider validate the information provided by you on the Platform. You agree to furnish additional information and provide documentary proof as may be requested by us, from time to time, for the purposes of verification of your user account information. If any information provided by you is found to be incorrect or misleading, Viloop reserves its right to take appropriate steps as set forth under Clause 7 of these General Terms. For the purposes of verification of your account information, you agree that we may share your information with such third-party service provider in accordance with the terms of the Privacy Policy. We reserve the right to seek additional information from you about you and your business, from time to time and you consent to provide such additional information to continue using the Platform.

6. USERS GENERALLY

i. You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, video clips, sound, directories, files, databases or listings, etc. available on or through the Platform ("Platform Content"), and (b) you will not copy, reproduce, download, compile or otherwise use any Platform Content for the purposes of operating a business that competes with Viloop, or otherwise commercially exploiting the Platform Content or systematic retrieval of Platform Content from the Platform to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes).

ii. Viloop may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such third-party terms and conditions and/or privacy policies before using the Platform with respect to such content, products or services that you may avail. You acknowledge that Viloop has no control over such third parties' web sites and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.

iii. You agree not to undertake any action which may undermine the integrity of Viloop's feedback system.

iv. You agree that the Services shall be availed by you only for commercial purposes that is for sale or purchase of products for further distribution or sale. You further agree that you will not use the Platform or any of its Services thereof for your personal use or consumption.

v. By posting or displaying any information, content or material ("User Content") on the Platform or providing any User Content to Viloop or our representative(s), you grant perpetual, worldwide, royalty-free, and sub-licensable license to Viloop to display, transmit, distribute, reproduce, publish, translate, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the Platform, the provision of any Services and/or the business of the User. You confirm and warrant to Viloop that you have all the rights, power and authority necessary to grant the above license.

vi. User agrees, undertakes, and confirms that User's use of Platform shall be strictly governed by the following binding principles: (a) User shall not host, display, upload, modify, publish, transmit, store, update or share any information which: belongs to another person and to which User does not have any right to; is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy including bodily privacy, hateful, racially or ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986 or otherwise inconsistent with or contrary to the laws in force; is misleading in any way; is patently offensive to the online community, such as sexually explicit content, or content that promotes obscenity, pedophilia, racism, bigotry, hatred or physical harm of any kind against any group or individual; harasses or advocates harassment of another person; involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming" or messages using Viloop's communication Platform; promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; infringes upon or violates any third party's rights including, but not limited to, intellectual property rights, rights of privacy (including without limitation unauthorized disclosure of a person's name, email address, physical address or phone number) or rights of publicity; promotes an illegal or unauthorized copy of another person's copyrighted work; contains restricted or password-only access pages, or hidden pages or images; provides material that exploits people in a sexual, violent or otherwise inappropriate manner or solicits personal information from anyone; provides instructional information about illegal activities; contains video, photographs, or images of another person (with a minor or an adult); tries to gain unauthorized access or exceeds the scope of authorized access to the Platform; engages in commercial activities and/or sales without prior written consent; solicits gambling or engages in any gambling activity which, in sole discretion, believes is or could be construed as being illegal; interferes with another user's use and enjoyment of the Platform; refers to any website or URL that, in sole discretion, contains material that is inappropriate for the Platform; harm minors in any way; infringes any patent, trademark, copyright or other proprietary rights or third party's trade secrets or rights of publicity or privacy or shall not be fraudulent or involve the sale of counterfeit or stolen products; violates any law for the time being in force; deceives or misleads the addressee/ users about the origin of such messages or communicates any information which is grossly offensive or menacing in nature; impersonate another person; contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource; threatens the unity, integrity, defense, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation; shall not be false, inaccurate or misleading; shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force; shall not create liability for Viloop or cause Viloop to lose (in whole or in part) the Services of our internet service provider ("ISPs") or other suppliers; is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person. (b) You shall not use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content on the Platform. (c) You shall not make any defamatory or denigrating statement(s) about Viloop, or our brand name or domain name used by Viloop including the terms Viloop, Viloop.in. (d) You shall at all times ensure full compliance with the applicable provisions of the Information Technology Act, 2000 and rules thereunder. (e) User shall not attempt to gain unauthorized access to any portion or feature of the Platform. (f) Unless expressly permitted, User shall not probe, scan or test the vulnerability of the Platform. (g) Each User agrees to indemnify Viloop, its affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities. (h) Each User shall at all times, adhere to our Code of Conduct available at https://Viloop.in. (i) You shall ensure that at all times, you and your employees, sub-contractors, service providers, etc. shall comply with all applicable modern slavery and human trafficking laws. (j) More particularly, you shall ensure compliance with forced/bonded labor, child labor, fair wages, equal opportunity employer, freedom of association, grievance redressal etc. (k) Viloop shall retain the right to audit you specifically to ensure compliance with these modern slavery standards.

vii. Each User shall at all times, adhere to our Code of Conduct available at https://Viloop.in, while discharging its obligations under the Terms.

viii. You shall ensure that at all times, you and your employees, sub-contractors, service providers, etc. shall comply with all applicable modern slavery and human trafficking laws in force and specified in the Code of Conduct.

ix. More particularly, you shall ensure that (i) you do not, whether directly or indirectly, use any forced/bonded labor or human trafficking in your organization and you do not require your employees, contractors, etc., to maintain monetary deposits or safekeep any identity documents as terms of their service with you; (ii) you do not employ whether directly or indirectly, any child labor and all your employees are above the minimum legal age; (iii) your employees are provided fair wages and are provided fair working conditions; (iv) you are an equal opportunity employer and do not discriminate on grounds of gender, race, religion, caste, or any other socio- economic background; (v) you respect the employees' right to freedom of association; (vi) your employees have the right to leave the employment and are not continuing with the employment under coercion or duress; and (vii) your employees have adequate grievance redressal mechanism to raise any concerns related to modern slavery.

x. Viloop shall retain the right to audit you specifically to ensure compliance with these modern slavery standards.

7. BREACHES AND SUSPENSION

i. If any User breaches any Terms, or if Viloop has reasonable grounds to believe that a User is in breach of any Terms, or could subject Viloop or its affiliates to liability, or is otherwise found inappropriate or unlawful in Viloop's opinion, Viloop shall have the right to take such disciplinary actions as it deems appropriate, including without limitation: (a) suspending or terminating the User's account and any and all accounts determined to be related to such account; (b) blocking, restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service; (c) removing any product listings or other User Content that the User has submitted, posted or displayed; (d) withhold settlement of payments by Viloop to the User; (e) any other corrective actions, discipline or penalties as Viloop may deem necessary or appropriate in its sole discretion.

ii. Viloop does not pre-screen any content or information posted, published or transmitted on the Platform by the users and Viloop is under no obligation to pre-screen any such content or information. However, Viloop may at its discretion and/or in accordance with applicable law may voluntarily take down any content or information posted by you on the Platform and if Viloop determines that any content or information is in violation of these Terms, Viloop may remove such content or information from the Platform without notice.

iii. Notwithstanding anything contained herein these Terms, Viloop may with or without notice and in its sole discretion be entitled to suspend, reduce visibility of the product listings, de-activate, or de-list any product listings or User's account for any reasons.

iv. In the event a User becomes inactive or if no transaction is noticed by Viloop, in such a case Viloop reserves its right to delist, deactivate or suspend a User's account in its sole discretion, with or without giving any notice to the User.

v. Viloop reserves the right to cooperate fully with governmental authorities, private investigators, injured third parties in the investigation of any suspected criminal or civil wrongdoing and/or any third parties alleging a claim against you.

vi. If it comes to the knowledge of Viloop or Viloop reasonably believes that any User has availed any Services to obtain any product/service for its personal use or consumption or for any purpose other than a commercial purpose, Viloop shall have the right in its sole discretion, without intimation to the User, to take action such as but not limited to suspending or terminating the User's account.

8. TRANSACTIONS BETWEEN RETAILER AND MANUFACTURER AND/OR DISTRIBUTER

i. Viloop is merely a facilitator and is not and cannot be a party to or control in any manner any advertisement, exhibition, making available, offer to sell or transactions of sale or purchase on the Platform.

ii. When a product is listed for sale on the Platform by a Manufacturer and/or Distributer, products sold to Retailer by the Manufacturer and/or Distributer will be governed by the bipartite contractual arrangement entered into directly between the Retailer and the Manufacturer and/or Distributer.

iii. User further acknowledges and undertakes that it shall use the Platform or Services only for its lawful business purposes.

iv. For any Services, Viloop does not represent either the Manufacturer and/or Distributer or the Retailer in specific transactions. Viloop does not control and is not liable to or responsible for the quality, safety, suitability of products, lawfulness or availability of the products or services offered for sale on the Platform.

v. Each User acknowledges that it is fully assuming the risks of conducting any purchase and sale transactions ("Transaction Risk") in connection with using the Platform or Services.

vi. Viloop shall neither be liable nor responsible for any actions or inactions of the User nor any breach of conditions, representations or warranties of the products.

vii. In the event that any User has a dispute with any party to a transaction such User agrees to release and indemnify Viloop from all claims, demands, actions, proceedings, costs, expenses and damages arising out of or in connection with such transaction.

viii. We do not make any representations pertaining to the information, content, products included on or delivery of the products or otherwise made available to User and User acknowledges that we are only acting as an intermediary between the Retailer and the Manufacturer and/or Distributer.

ix. The User(s) shall be solely responsible for obtaining all necessary third-party licenses and permissions regarding the right and authority to re-sell, trade, re-distribute or export or offer to sell, trade the products or services.

9. LIMITATION OF LIABILITY AND INDEMNITY

i. To the maximum extent permitted by law, the Services provided by Viloop on or through the Platform are provided "as is", "as available" and "with all faults", and Viloop hereby expressly disclaims any and all warranties, express or implied.

ii. To the maximum extent permitted by law, Viloop makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, completeness or accurateness of any information provided on or through the Platform. Except as provided herein, to the fullest extent permissible by applicable law, the aggregate liability of Viloop for any claims that may arise in connection with these terms shall not exceed an amount of INR 1000/-.

iii. Under no circumstances will Viloop be liable for any consequential, incidental, special, exemplary or punitive damages.

10. FORCE MAJEURE

i. Under no circumstances shall Viloop be held liable for any losses, delay or failure or disruption of the content or services delivered through the Platform resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control.

11. INTELLECTUAL PROPERTY RIGHTS

i. Viloop is the sole owner or lawful licensee of all the rights and interests in the Platform and the Platform Content.

ii. "Viloop" and any other related icons and logos are registered trademarks of Hindvi Techinfra Private Limited.

iii. Viloop may, at its sole discretion, permit the User(s) of the Platform, in writing, to use "Viloop" and any other related icons and logos for indicative purposes.

iv. All text, graphics, photographs, trademarks, logos, and artwork available or accessible on the Platform are third party user generated content.

v. You shall be solely responsible for any content or information posted or transmitted on the Platform and shall indemnify Viloop against any claim or liability arising from any content or information posted or transmitted by You on the Platform.

12. NOTICES

i. All legal notices or demands to or upon Viloop shall be made in writing and sent to Viloop personally, by courier, certified mail, or facsimile to: Hindvi Techinfra Private Limited, 10/A Circular Road Dalanwala, Dehradun, Uttarakhand-248001, Attn: Legal Department.

ii. All legal notices or demands to or upon a User shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User to Viloop, or SMS, WhatsApp messages, or in-app notifications.

13. MISCELLANEOUS PROVISIONS

i. Unless otherwise communicated to you by Viloop, the Terms constitute the entire agreement between User and Viloop and govern the User's use of the Platform and any of the Services.

ii. Unless stated otherwise, we will be your one stop solution for all the services (except credit) on the Platform with effect from 00:00 hours on 1st July 2025 ("Cut-Off Date").

iii. Viloop and User are independent contractors.

iv. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.

v. Viloop's failure to enforce any right or failure to act with respect to any breach by User under the Terms will not constitute a waiver of that right.

vi. Viloop shall have the right to assign the Terms to any person or entity. User may not assign, in whole or part, the Terms to any third party or person.

vii. The Terms shall be governed by the laws of India and the parties to the Terms agree to submit to the exclusive jurisdiction of the courts of Dehradun, Uttarakhand, India.

14. GRIEVANCE MECHANISM

A. The User may submit any grievance with respect to the Platform or the Services to the Grievance Officer at the contact details mentioned in 14(B).

B. GRIEVANCE OFFICER: Tanisha Singh, Grievance Officer, Hindvi Techinfra Private Limited, 10/A Circular Road, Dalanwala, Dehradun, Uttarakhand-248001. Phone: +91-9193099309. Email: help@Viloop.in. Time: Mon - Sat (10:00 AM - 07:00 PM)

II. RETAILER TERMS

The provisions of this section II shall be applicable only to Retailer(s). These Retailer Terms shall be read in conjunction with the General Terms and in the event of any conflict between the General Terms and Retailer Terms, the provisions of Retailer Terms shall supersede and prevail.

1. DEFINITIONS

For the purposes of this Section: "Retailer" shall have the meaning as ascribed under the General Terms. "Consignee" shall mean the Retailer or any person named in the Delivery Note or any of his/her representatives that takes the delivery of Shipment. "Dangerous Goods" includes products that are or may become of a dangerous, hazardous, inflammable, radioactive, or damaging nature. "Delivery Note" shall mean the waybill containing the essential information required for the performance of the logistics services. "Logistics Services" means the shipping, delivery, including cash on delivery ("COD") and other allied services provided by us to you. "Order(s)" shall mean order placed by Retailer for purchasing Products from the Manufacturer and/or Distributer on the Platform. "Order Detail(s)" shall mean the details relating to the Order. "Product(s)" shall mean goods of any categories (other than Dangerous Goods). "Shipment(s) / Consignment(s)" means all Products that travel under one Delivery Note.

2. RETAILER'S RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES

i. You represent, warrant and agree that: you are a lawfully incorporated business entity; you have full power and authority to accept the Terms; you will use the Platform and Services for business purposes only; you will not use or access the Platform for your personal purposes; the address you provide when registering is the Retailer place of business; your business is validly existing; you shall comply with all applicable laws; you shall be solely responsible for obtaining all necessary third-party licenses and permissions; any User Content that Retailer submits does not infringe or violate any rights of any third party.

ii. Retailer will be required to provide information or material about Retailer's entity, its business, services or products as part of the registration process. Such information must be true, accurate, current and complete.

iii. Retailer may be required to promptly furnish additional documents or information as and when requested by Viloop.

iv. Retailer consents to the inclusion of the contact information about Retailer in Viloop's database and usage of the same as per Viloop's privacy policy.

v. PAYMENTS BY RETAILERS

i. Upon placing the Order on Platform, Retailer can opt to make payment for the Products purchased by using any of the modes of payment made available by us on the Platform.

ii. For enabling payment facility for the Retailer using a credit card, Viloop may charge a convenience fee (including GST) from the Retailer. Such convenience fee shall be visible on the payment page at the time of checkout and shall be subject to change at Viloop's sole discretion. Such convenience fee charged is non-refundable.

iii. At the time of placing the Order, we may in our sole discretion require Retailer to pay a token amount ("Token Amount"). The Token Amount shall be non-interest bearing and shall be held in trust by us. In the event of any cancellation of the Order by the Retailer, we may in our sole discretion either deduct a 'Cancellation Penalty Fee' and refund the remaining Token Amount, or forfeit the Token Amount as Cancellation Penalty.

iv. Retailer acknowledges that it is solely responsible for the transactions / payments made to the Manufacturer and/or Distributer for the Products purchased by the Retailer.

v. In case the Retailer chooses to make the payments via post-dated cheques (if applicable), the Retailer shall ensure that such post-dated cheques are duly filled and are in the name of the Manufacturer and/or Distributer.

vi. Retailer acknowledges and agrees that we shall take no responsibility as to the legality of such post-dated cheques.

vii. Manufacturer and/or Distributer will transmit the payments for the Orders received from the Retailer in the manner as set forth under the settlement process of Manufacturer and/or Distributer Terms.

viii. You hereby consent and agree to comply with guidelines, instructions, requests, etc., as maybe made by us or third-party banks or financial institutions from time to time.

ix. Retailer hereby acknowledges and agrees that we shall not be liable for failure of any transaction undertaken on Platform for any reason whatsoever.

x. In case of an occurrence of a chargeback event, we reserve our right to withhold the settlements to Manufacturer and/or Distributer, pending enquiries.

xi. Retailer shall comply with all the applicable regulations/ laws in relation to cash transaction as stipulated under the applicable tax laws.

xii. Any refunds shall be subject to the Return Shipments Policy and Undelivered Shipment Policy.

xiii. If you avail service from any third party service provider using the Platform, you agree and authorize us to remit and settle such collected payments to the designated bank account of the third party service provider.

vi. LOGISTICS SERVICES

i. All the logistics shall be responsibility of the Manufacturer and/or Distributer. We shall not be for any kind of logistics services.

vii. UNDELIVERED SHIPMENT

You acknowledge that a delivery failure may occur for various reasons, as set out under the Undelivered Shipment Policy. You agree to be bound by the provisions of the Undelivered Shipment Policy.

viii. RETURNS

In case of any Return Request (as defined under the Return Shipments Policy), you agree to be bound by the provisions of the Return Shipments Policy.

ix. FEES AND CHARGES

i. For any additional services availed by the Manufacturer and/or Distributer from Viloop, Viloop will charge additional charges. Viloop reserves its right to levy penalty or late payment charges in case of delay by the Manufacturer and/or Distributer in clearing any dues payable to Viloop.

x. LIMITATION OF LIABILITY AND INDEMNITY

xi. CUSTOMER ACQUISITION PROGRAM

Viloop is running a customer acquisition program for Manufacturer and/or Distributer to service Retailers in locations where Viloop is unserviceable for certain additional benefits ("Customer Acquisition Program"). The selection of Manufacturer and/or Distributer for the Customer Acquisition Program shall be basis the qualification to the terms and conditions introduced by Viloop in this regard from time to time.

3. MANUFACTURER AND/OR DISTRIBUTER TERMS

The provision of this Section III shall be applicable only to a Manufacturer and/or Distributer(s). These Manufacturer and/or Distributer Terms shall be read in conjunction with the General Terms and in the event of any conflict between the General Terms and Manufacturer and/or Distributer Terms, the terms of Manufacturer and/or Distributer Terms shall supersede and prevail.

1. DEFINITIONS

"Dangerous Goods", "Delivery Note", "Order(s)", "Payment and Settlement Services", "Product(s)", "Sales and Distribution Support Services" or "S&D Services", "Manufacturer and/or Distributer", "Shipment(s) / Consignment(s)", "Standard Platform Services", "TPID" shall have the meanings as defined in the full Terms.

3. MANUFACTURER AND/OR DISTRIBUTER'S OBLIGATIONS, REPRESENTATIONS AND WARRANTIES

i. You represent, warrant and agree that: you are a lawfully incorporated business entity; you have full power and authority to accept the Terms; you shall use the Platform and Services for business purposes only; the address you provide when registering is the Manufacturer and/or Distributer place of business; your business is validly existing; you shall comply with all applicable laws; you and Products or services provided by you on the Platform comply with applicable laws; you shall be solely responsible for obtaining all necessary third-party licenses and permissions; any User Content that Manufacturer and/or Distributer submits does not infringe or violate any Third Party Rights; you have the right and authority to sell, trade, distribute or export the Products; the description and particulars of the Consignment are complete and accurate; the Shipment(s) are properly and sufficiently prepared, packed, stowed, labelled, and/or marked; the Shipment(s) are in compliance with all laws. Manufacturer and/or Distributer will be required to provide information or material about Manufacturer and/or Distributer's entity, its business or Products/services as part of the registration process. Such information must be true, accurate, current and complete. Manufacturer and/or Distributer may be required to furnish additional documents or information about products/services. Manufacturer and/or Distributer consents to the inclusion of the contact information in Viloop's database. Manufacturer and/or Distributer shall comply with the packaging guidelines as communicated by Viloop. For delivery of Shipments, Manufacturer and/or Distributer shall carry out the administrative task of printing Delivery Note. Manufacturer and/or Distributer shall ensure that the Consignment does not contain any letter of communication which will infringe any applicable laws. Manufacturer and/or Distributer shall not enclose cash, digital currency, high value gift articles, share certificates, travel documents, Dangerous Goods, explosives, firearms, cattle, or any other product that is prohibited by applicable laws, in the Shipment. Manufacturer and/or Distributer shall be solely responsible to declare the accurate value of the Consignment. Manufacturer and/or Distributer shall ensure that all the Consignments are provided before the specified cut-off-time with all the proper documents required to ship the Shipments. GST on the Products and all applicable statutory tax compliances shall be your sole responsibility. Manufacturer and/or Distributer shall be solely responsible to ensure that the Consignment is handed over to Retailer within the time. We shall be providing facility to automatically raise invoices directly on the Retailer on behalf of Manufacturer and/or Distributer. Manufacturer and/or Distributer agrees to be bound by the terms of the Undelivered Shipment Policy and Return Shipments Policy.

4. AUDITS

We may in our sole discretion conduct random audits of the Shipments. If it is found that the Shipment or Products do not comply with applicable laws and/or packaging guidelines, we may levy penalty charges or take other actions including issue a warning letter, levy amounts as specified, deactivate or suspend a Manufacturer and/or Distributer's account.

5. FEES AND CHARGES FOR S&D SERVICES

In consideration of the S&D Services provided by Viloop, the Manufacturer and/or Distributer will be required to pay a fee ("S&D Fee") to Viloop. The S&D Fee shall be calculated on the total invoice value of the Order. No S&D Fee shall be charged if order has been cancelled by the Retailer. The applicable S&D Fee shall be as communicated by Viloop from time to time. Viloop shall issue the invoice for S&D Fee and the Manufacturer and/or Distributer shall make payment within 72 hrs of delivery. The Sales and Distribution Support Services Fee shall be subject to applicable taxes. Viloop will charge additional charges for any additional services. Viloop reserves its right to levy penalty or late payment charges in case of delay.

6. S&D SERVICES

Standard Platform Services: You are allowed to list Products(s) for sale on the Platform subject to your compliance with these Manufacturer and/or Distributer Terms. You must ensure that the listed product(s) do not infringe upon the intellectual property or other rights of third parties. All listed product(s) must be listed in an appropriate category. The listing description must not be misleading. Standard Warehousing Services: Viloop does not provide Standard Warehousing Services. Manufacturer and/or Distributer acknowledges that it is solely responsible for any non-conformity or defect in, or any recall of, any of its Products. Payment and Settlement Services: We will provide the Payment and Settlement Services to the Manufacturer and/or Distributers in relation to each transaction on the Platform. Manufacturer and/or Distributer acknowledges that Viloop is a payment collector and shall take no responsibility as to the legality of any payment transaction or post-dated cheques. We shall have the right to withhold settlement of payments to you if we determine that the transaction is not genuine or suspicious or fraudulent. Refunds (if any) shall be processed in the same manner as they are received. Where the Retailer makes online payments at the time of placing the order, such payments shall be transmitted to the designated bank account of the Manufacturer and/or Distributer. Manufacturer and/or Distributer will provide the corresponding HSN code number and applicable GST rates for every product. Manufacturer and/or Distributer will be responsible to provide their correct GST registration number. We shall have the right to deduct or recover TDS as may be applicable. We shall be entitled to recover from the Manufacturer and/or Distributer amounts due on account of chargeback, penalties, or any amount due to us. In case of reasonable grounds to suspect fraudulent transaction, we shall be entitled to suspend or withhold the payments. Additional Services: Advertisement Services, From Pay Services and other additional services as may be agreed with the Manufacturer and/or Distributer. Terms for specific services will be applicable and will be read together with these Terms. Taxes: Manufacturer and/or Distributer shall deduct income tax as applicable against the amounts payable to Viloop if required by applicable law.

7. In consideration for any special services, other than the standard services provided by Viloop, Viloop may levy a variable charge as may be communicated from time to time.

8. LIMITATION OF LIABILITY AND INDEMNITY

We shall not have any liability whatsoever for any claims arising from: (a) any of your acts or omissions; (b) compliance with the instructions given by you; (c) an act or order of any government authority; (d) the insufficiency of the packing or labelling of Shipment; (e) the nature or description of the Shipment; (f) riots, civil commotions, strikes, lockouts; (g) explosion, fire, flood or storm; (h) any cause which we could not avoid; (i) any loss, miss-delivery, delay or damage to any Shipment; and/or (j) any dispute or claims between the Manufacturer and/or Distributer and the Retailer. Each Manufacturer and/or Distributer agrees to indemnify Viloop from any and all damages, losses, claims and liabilities which may arise from or in connection with: your submission or display of any User Content; your use of the Platform or any of the Services; your breach of the Terms or applicable laws; any service availed by you from a third party; any liability or defect in the Products; your negligence or willful misconduct; any sale or offer of sale of counterfeit or fake Products; any alleged or actual personal injury, death or property damage; any claim by a third Party or Retailer under consumer protection laws.

9. TRADE CREDIT BY MANUFACTURER AND/OR DISTRIBUTER(S)

i. If any Manufacturer and/or Distributer intends to grant a trade credit ("TC") to its Retailers, the final decision on enablement of the TC feature on the Platform shall rest with Viloop and Viloop's decision shall be final and binding. ii. The TC feature will be enabled subject to separate terms and conditions that will be entered into between the Retailer(s) and the Manufacturer and/or Distributer. iii. Viloop hereby disclaims any and all liability with respect to any claims that may arise in respect of grant of TC by a Manufacturer and/or Distributer to its Retailers. iv. Viloop may share the TC report with third parties such as Credit Bureaus for the purpose of reporting Credit Performance of Retailers. Retailer shall not hold Viloop responsible in any case.

PRIVACY POLICY

Last Updated On 1st of July, 2025

The website www.Viloop.in and its mobile application (each a "Platform") enables Manufacturer and/or Distributers to list and offer to sell their products to various Retailers. Viloop recognizes the importance of privacy as well as the importance of maintaining the confidentiality of personal information. This Privacy Policy applies to all products and services provided by Viloop and sets out how Viloop may collect, use and disclose information in relation to User(s) of the Platform. All capitalized terms not defined in this document shall have the meanings ascribed to them in the Terms of Use of the Platform. Contracting entity shall be Hindvi Techinfra Private Limited (referred to as 'Viloop' or 'us' or 'our').

1. COLLECTION OF INFORMATION

a. User(s) privacy is important to Viloop. b. Information including User(s) name, address, phone number, fax number, email address, gender, date and/or year of birth and user preferences ("Registration Information") may be collected at the time of User registration. c. In connection with any communication or transaction and payment services, information including bank account numbers, billing and delivery information, credit/debit card numbers and expiration dates ("Account Information") may be collected. d. Viloop records and retains details of Users' activities on the Platform ("Activities Information"). e. Viloop records and retains records of Users' browsing or buying activities including IP addresses, browsing patterns ("Browsing Information"). f. Registration Information, Account Information, Activities Information, and Browsing Information are collectively referred to as User Data. g. It is mandatory for Users to provide certain categories of User Data. In the event that Users do not provide any or sufficient User Data marked as mandatory, Viloop may not be able to complete the registration process or provide such Users with Viloop's products or services.

2. USE OF USER DATA

If you provide any User Data to Viloop, you are deemed to have authorized Viloop to collect, retain and use that User Data for: verification of User's identity; processing User's registration and maintaining User's registration; reporting to third parties or agencies; providing User(s) with customer service and responding to queries, feedback, claims or disputes; to enable communication between Users and processing Users transactions; performing research or statistical analysis to improve the content and layout of the Platform; subject to applicable laws, use User's Marketing Data to provide notices, surveys, product alerts, communications and other marketing materials; if User(s) voluntarily submit any information for publication on the Platform, then User(s) are deemed to have given consent to the publication; and making such disclosures as may be required for any of the above purposes or as required by law.

3. DISCLOSURE OF USER DATA

a. Viloop may disclose and transfer User(s) Data to third party service providers ("Service Providers"). b. User(s) agree that Viloop may disclose and transfer User(s) Data to Viloop's affiliated companies and/or their designated Service Providers. c. When necessary Viloop may also disclose and transfer User(s) Data to our professional advisers, law enforcement agencies, insurers, government and regulatory and other organizations. d. Any User(s) Data supplied by User(s) will be retained by Viloop and will be accessible by our employees, any Service Providers engaged by Viloop and third parties. e. All voluntary information provided/uploaded by User(s) on the Platform may be made publicly available. f. Viloop may share User Data with third parties to enable such third parties to offer their products or services to such Users. g. Viloop may establish relationships with other parties and websites to offer User the benefit of products and services which Viloop does not offer.

4. RIGHT TO UPDATE USER DATA

Under the applicable laws, User(s) have the right of access to personal information held by Viloop and to request updating / correcting the information.

5. COOKIES

Viloop uses "cookies" to store specific information about User(s) and track User(s) visits to the Sites. A "cookie" is a small amount of data that is sent to User's browser and stored on User's device. Generally, Viloop use cookies to identify User(s) and to gather statistical information, research visiting patterns, help target advertisements, assist Viloop's partners to track User(s) visits, and track progress and participation on the Platform. User(s) can determine if and how a cookie will be accepted by configuring the browser. If User(s) reject all cookies, User may be required to re-enter information on the Platform more often and certain features of the Platform may be unavailable.

6. MINORS

The Platform and its contents are not targeted to minors (those under the age of 18). If a minor has provided Viloop with personal information without parental or guardian consent, the parent or guardian should contact Viloop's Legal Department at the address set out in clause 11 below to remove the information.

7. SECURITY MEASURES

Viloop employs commercially reasonable security methods to prevent unauthorized access to the Platform. No data transmission over the internet or any wireless network can be guaranteed to be perfectly secure. User(s) do so at their own risk.

8. DATA RETENTION

Viloop takes every reasonable step to ensure that User's personal information is processed 'as is'. You may access, correct, and update your personal information directly through the functionalities provided on the Platform. You have an option to withdraw your consent by writing to us at the contact information provided below. Please mention "for withdrawal of consent" in the subject line. Withdrawal of consent will not be retroactive.

9. USER'S RIGHTS

Viloop retains your personal information in accordance with applicable laws, for a period no longer than is required for the purpose for which it was collected or as required under any applicable law. Viloop may retain data related to you if it believes it may be necessary to prevent fraud or future abuse, to enable Viloop to exercise its legal rights and/or defend against legal claims or if required by law.

10. CHANGES TO THIS PRIVACY POLICY

Any changes to this Privacy Policy will be communicated by us posting an amended and restated Privacy Policy on the Platform. Once posted on the Platform the new Privacy Policy will be effective immediately. Your continued use of the Platform shall be deemed to be your acceptance to the provisions of the Privacy Policy.

11. GRIEVANCE OFFICER

In accordance with Information Technology Act 2000 and rules made there under: Grievance Officer, Hindvi Techinfra Private Limited, 10/A Circular Road Dalanwala Dehradun Uttarakhand-248001. Phone: +91-9193099309. Email: help@Viloop.in. Time: Mon - Sat (10:00 AM - 07:00 PM)

IP INFRINGEMENT POLICY

Last Updated On July 1st, 2025

Notice and Procedure for Making Claims of Right Infringements

We respect third parties Intellectual Property Rights. If your rights are being infringed, you notify us by submitting the Notice Form attached to this policy. Upon receipt of a Notice Form we may take certain actions, such as informing the users about the infringing content or removing information without any admission as to liability. Furthermore, in submitting a Notice Form, you grant to Viloop the right to use, reproduce, modify, adapt, publish, translate, create derivative works from, and display its content throughout the world in any media. This includes forwarding the Notice Form to the parties involved in the provision of the allegedly infringing content. You agree to indemnify Viloop for all claims brought by a third party against Viloop arising out of or in connection with the submission of a Notice Form.

Note on Third Party User Listings: Third-party User listings are merely hosted on Viloop and are posted solely by the Third-Party Users who may be contacted via their "User Information" page.

Important Warning: giving false, misleading or inaccurate information in the Notice Form to Viloop may result in civil and/or criminal liability.

Notice Form: If you believe that your rights are being violated by an information on the Viloop, you may fill out and submit the Notice Form. This form needs to be signed and can be sent via E-mail PDF to the Grievance Officer: e-mail: help@Viloop.in, Subject Line: Notice of Infringement. The Notice Form must include: 1. Contact information (your and/or your company's name, address, telephone number and contact email address; the contact email address and/or name which we will provide to Third Party Manufacturer and/or Distributers). 2. Listing's details and Allegation of Infringed Right (the listing's URL and detailed description of the information that you claim is infringing; a description of your intellectual property right(s) that you claim has/have been infringed; please provide the copy of Trademark Certificate / Copyright Registration Certificate / Patent Registration Certificate). 3. Statement: "I have a good faith belief that the portion of the listing(s) described above violate(s) the intellectual property rights owned by the intellectual property owner or its agent, nor is such use otherwise permissible under law." 4. Statement: "I represent that the information in this notification is true and correct and that I am the intellectual property owner or authorized to act on behalf of the intellectual property owner for the rights described above." 5. Sign the Notice Form.

Viloop Cash Discounts Terms and Conditions

These Viloop Cash Discounts terms and conditions ("Reward Terms") shall be applicable to the Retailers as defined in the terms of use available on the Platform ("Terms of Use") on the business-to-business e-commerce technology platform, i.e. website (www.Viloop.in) and mobile application (collectively referred to as "Platform"), owned and operated by Hindvi Techinfra Private Limited ("Viloop"). By accessing or participating in the rewards program/schemes ("Program"), you agree to accept and be bound by the Reward Terms. These Reward Terms will govern the usage and redemption of Viloop Cash Discounts by the Retailer on the Platform.

These Reward Terms shall be read in addition to the Terms of Use and privacy policy available on the Platform to which you agreed while registering your account. In respect to the Program, to the extent the Terms of Use are inconsistent with these Reward Terms, these Reward Terms will prevail with respect to this Program only. Viloop shall have the right to remove/withdraw or alter/modify these Reward Terms at any time at its sole discretion, without any prior notice.

1. Under this Program, Viloop may in its discretion extend certain loyalty points known as 'Viloop Cash Discounts' to the Retailer(s). Retailer(s) will become eligible to earn Viloop Cash Discounts while transacting on the Platform, if such Retailer fulfils the eligibility criteria as set out under the Program from time to time. Such Viloop Cash Discounts shall be only delivered to the eligible Retailers post expiry of the returns period as mentioned in the Terms of Use.

2. Each Viloop Cash Discount valued as 1 shall be equivalent to INR 1 respectively provided however that Viloop reserves the right to further change the method of calculation at its sole discretion from time to time. Retailer can view the total Viloop Cash Discounts earned by it under the 'Rewards' section on the Platform.

A. Term and Validity: (i) Viloop Cash Discounts earned by the Retailer shall be valid for a period of 365 days from the date of credit or as communicated by Viloop or as per the conditions of the Program. No redemption will be allowed upon expiry of the validity period. (ii) Viloop Cash Discounts cannot be extended and negotiated.

B. Eligibility: To become eligible to receive the benefits under the Program, the Retailer may be required to provide details, information, and documents, including Retailer(s) identification proof, PAN card etc., as may be requested by Viloop from time to time.

C. Redemption: (i) Subject to compliance of the Terms of Use, Retailer can redeem Viloop Cash Discounts while transacting on the Platform. (ii) Viloop Cash Discounts can be redeemed: (a) against the total transaction amount payable by the Retailer while making subsequent purchases on the Platform; or (b) as per the Program terms as may be communicated by Viloop from time to time. (iii) Viloop Cash Discounts shall not be settled in cash. However, under exceptional circumstances, Viloop reserves the right to settle the Viloop Cash Discounts in form of monetary payment (in INR) or otherwise at its sole discretion.

D. Confidentiality: Each party acknowledges that in connection with these Reward Terms, Retailer shall not disclose to any third party any Confidential Information of Viloop. "Confidential Information" means any and all information or data of a confidential nature of Viloop. Retailer shall ensure that either Retailer or any of its employees shall not reverse engineer, decompile or disassemble any software or technology shared by Viloop.

E. Indemnity and Limitation of Liability: (i) Retailer shall indemnify and keep indemnified Viloop from and against any and all claims, losses, suits, proceedings, action, liabilities, damages, expenses and costs which Viloop may incur or suffer as a result of breach of the representations or obligations by the Retailer under the Reward Terms; any failure by the Retailer to comply with applicable laws; and/or any negligence, misrepresentation, or fraudulent activity by the Retailer. (ii) Viloop or its affiliates shall not be responsible for any direct, indirect, incidental, special, punitive or consequential damages. Notwithstanding anything contained herein, Viloop's aggregate liability for any claims or liability arising in connection with this Program shall be Zero.

F. Miscellaneous: (i) Viloop's employees, their immediate family members, and our related parties, affiliates, group companies, advisors, advertising/marketing agencies are not eligible to participate in this Program. (ii) Viloop Cash Discounts are non-transferable. (iii) If Viloop becomes suspicious of any fraudulent activity or any misuse of the Program by the Retailer, then Viloop reserves its right to forfeit the Viloop Cash Discounts, without giving any further notice. Viloop reserves its right to terminate any Program for the Retailer with immediate effect without notice. (iv) Retailer undertakes that Viloop is not a party to and will not assume any responsibility for any disputes, chargebacks or reversals. (v) This Program is subject to force majeure circumstances. (vi) This Program shall be subject to all applicable laws, rules and regulations. (vii) Any communication, notice or request required or permitted to be given under these Reward Terms shall be given in writing. (viii) Retailer acknowledges and agrees to be bound by our Privacy Policy and Terms of Use. (ix) The invalidity or unenforceability of any provision shall not affect any other part of these Reward Terms. (x) The relationship between Viloop and the Retailer is one of independent contractors. (xi) Any purported transfer, assignment, or delegation without prior written consent shall be null and void. Viloop may assign or transfer these Reward Terms for any reason to any person. (xii) These Terms shall be governed by the laws of India and courts of Bangalore shall have exclusive jurisdiction.