360VENUE.IN VENDOR AGREEMENT



This Lead ReferralServices Agreement (Agreement) sets forth the terms and conditions pursuant to which a person or an entity may engage and transact withAirborne Souls Private Limited. The individual who clicks the "I Accept" button represents and warrants that he or she has the requisite authority to bind his or her company (Company) to this legally binding Agreement, which is effective between the Company and Airborne Souls Private Limited (ASPL) as of the date of such acceptance ("Effective Date"). In the event Company and ASPL have executed or will execute a contract,such executed contract shall supersede thisAgreement.

  1. Purpose.ASPLoffers its services through its website www.360venue.inand/or through its App 360Venue as offered on various mobile platforms, includingGoogle Play Store and Apple App Store. Through the aforementioned media, ASPL offers a platform that aggregates various vendors (service providers, goodssuppliers, facilitators and/or other vendors), and generates sales leads from potentialend clients for such vendors. ASPL charges a fee from the vendors to revealdetails of the sales query and the potential end client posting the same. Company is desirous of gaining additional clients/customers and is therefore engaging with ASPL through the terms & conditions contained in this Agreement.

  2. Lead Based System.This sub-clause pertains to your use of the services whenyou login to the 360Venue App and/or website www.360venue.in under theVendor option. 2.1. You shall provide accurate and up-to-date details (including, but not limitedto inventory size, quality, quantity, prices, timelines, indicative pictures, etc.).ofthe services and/or goods provided by you at all times. You alone shall beresponsible for the correctness and accuracy of the same. 2.2. Orders shall be received by you using the 360Venue App and Websiteandyou shall be notified via email and telephone number provided by youduring registration. 2.3. Details of all transactions will be maintained by the ASPL and will beshown to you on the 360Venue App / Website. 2.4. Fee:ASPL shall charge a fee from you to reveal details of each salesquery and the potential end client posting the same. Such fee shall be dynamicand subject tochange from time to time, at the sole discretion of ASPL,without notice. ASPLshall only be responsible for revealing the detailsmentioned above and is notresponsible, in any manner whatsoever, forconversion of such sales lead tobusiness. The fee displayed shall be exclusive of all applicable cesses, charges and levies which shall be charged at the time of payment. 2.5. In case you choose one or more of the sales leads presented to you asaforementioned, you shall be required to make full and final payment towards thesame. Such payment shall be the amount that is displayed along with applicabletaxes, cesses, charges and levies, if any. Further, such payment shall not berefunded in any case, and shall constitute your full, final and irrevocable consentand consideration towards a binding contract for the option selected by you. 2.6. As soon as our third party payment gateway partner processes yourpayment, details as aforementioned of the sales leads that you selected shall berevealed.

  3. Confidentiality. During the course of this Agreement, it may be necessary for ASPL to share proprietary information, including trade secrets, industry knowledge, and other confidential information to you. You will not share any of this proprietary information at any time. You also will not use any of this proprietary information for your personal benefit at any time. This section remains in full force and effect even after termination of the Agreement.

  4. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any thirdparty or violate any other agreement between the Parties, individually, and/or any other person, organization, or business or any law or governmental regulation.

  5. Indemnity.You agree to indemnify and hold harmless ASPL, its affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from your actions and/or the negligence of or breach of this Agreement by you. It is hereby expressly agreed and understood that you alone will be responsible in delivering ultimate services to the client identified in the lead which is disclosed as promised, and shall keep ASPL indemnified at all times against any and all claims by such client(s) and/or any other third parties in relation to the provision of or absence of provision of services by you. This section remains in full force and effect even after termination of the Agreement.

  6. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL ASPL BE LIABILE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF ASPLS NEGLIGENCE OR BREACH.

  7. Disclaimer of Warranties.ASPL DOES NOT REPRESENT OR WARRANT THAT THE LEADS SHARED WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. ASPL HAS NO RESPONSIBILITY TO YOU IF THE LEADS DO NOT RESULT IN RESULT(S) DESIRED BY YOU.

  8. Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

  9. Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

  10. Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys fees.

  11. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.

  12. Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the laws of the Republic of India.You hereby irrevocably agree that the courts in Delhi alone shall have the exclusive jurisdiction to settle any dispute or claim that arises out of or inconnection with the agreement or its subject matter or formation (including non-contractual disputes or claims).

  13. Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.