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This article applies to selling in: India

ADDENDUM TO AMAZON SERVICES BUSINESS SOLUTIONS AGREEMENT

This Addendum ("Addendum") to the Amazon Services Business Solutions Agreement ("Agreement") is executed between Amazon Seller Services Private Limited, a private limited company having its registered office at 8th Floor, Brigade Gateway, World Trade Centre, 26/1 Dr Rajkumar Road, Malleswaram, Bangalore - 560 055 ("Amazon") and you, the seller, is effective from the date you agree to this Addendum ("Addendum Effective Date")

All capitalised terms used but not defined in this Addendum will have the respective meanings set forth in the Agreement.

To the extent that the terms of this Addendum conflict with any of the terms of the Agreement, and the Addendum explicitly states that it intends to modify the conflicting terms, this Addendum will supersede the Agreement.

Now it is hereby agreed by and between You and Amazon as follows:-

  1. Addendum to the Agreement
    1. As of the Addendum Effective Date, Section S-5.1 (Nodal Account) of the Agreement will stand deleted in its entirety and will be replaced by the following:-

      "S-5.1. Nodal Account. Remittances to you for Your Transactions (excluding COD transactions and such other transactions as may be specified by us through Program Policies, collectively "Excluded Transactions") will be made through a nodal account (the "Nodal Account") in accordance with the directions issued by Reserve Bank of India for the opening and operation of accounts and settlement of payments for electronic payment transactions involving intermediaries vide its notification RBI/2009-10/231 DPSS.CO.PD.No.1102 / 02.14.08/ 2009-10 dated November 24, 2009. Remittance to you for Excluded Transactions shall be made through the online bank or any other mutually agreed means used to transfer to Your Bank Account. You hereby agree and authorise us to collect payments on your behalf from customers for the Excluded Transactions. You authorize and permit us to collect and disclose any information (which may include personal or sensitive information such as Your Bank Account information) made available to us in connection with this Agreement to a bank, auditor, processing agency, or third party contracted by us in connection with this Agreement.

      Subject to and without limiting any of the rights described in Section 2 of the General Terms, we may hold back a portion or your Sale Proceeds as a separate reserve ("Reserve"). The Reserve will be in an amount as determined by us and the Reserve will be used only for the purpose of settling the future claims of customers in the event of non-fulfilment of delivery to the customers of your Products keeping in mind the period for refunds and chargebacks."

    2. As of the Addendum Effective Date, Section S-5.2 of the Agreement will stand deleted in its entirety and will be replaced by the following:-

      "S-5.2. Except as otherwise stated in this Agreement (including without limitation Section 2 of the General Terms), you authorize us and we will remit the Settlement Amount to Your Bank Account on the Payment Date in respect of an Eligible Transaction. When you either initially provide or later change Your Bank Account information, the Payment Date will be deferred for a period of up to 14 calendar days. You will not have the ability to initiate or cause payments to be made to you. If you refund money to a customer in connection with one of Your Transactions in accordance with Section S-2.2, on the next available Designated Day for Amazon Site, we will credit you with the amount of the Referral Fee paid by you to us attributable to the amount of the customer refund, less the Refund Administration Fee for each refund, which amount we may retain as an administrative fee.

      "Eligible Transaction" means Your Transaction against which the actual shipment date has been confirmed by you.

      "Designated Day" means any particular Business Day of the week designated by Amazon on a weekly basis, in its sole discretion, for making remittances to you.

      "Payment Date" means the Designated Day falling immediately after 14 calendar days (or less in our sole discretion) of the Eligible Transaction. Notwithstanding the foregoing, the term "Payment Date" with respect to Excluded Transactions will be such date as may be specified in the Program Policies.

      "Settlement Amount" means Sales Proceeds (which you will accept as payment in full for the sale and shipping and handling of Your Products), less: (a) the Referral Fees due for such sums; (b) any Selling on Amazon Subscription Fees due; (c) taxes required to be charged by us on our fees; (d) any refunds due to customers in connection with the Amazon Site; (e) Reserves, as may be applicable, as per this Agreement; (f) Closing Fees, if applicable; (g) any other applicable fee prescribed under the Program Policies (including fee payable under the FBA Fee Schedule for Amazon Site), if applicable; and (h) tax collected at source under applicable Law."

    3. As of the Addendum Effective Date, the following Section S-8 will be added after Section S-7 (Tax Matters) of the Agreement:-

      "S-8 Specific Provisions Applicable to Business Sales using Selling on Amazon Service

      The below provisions will apply to you if you are participating in the Amazon Business Selling Program using the Selling on Amazon Service, in addition to the other relevant provisions of this Agreement unless the applicability of such other provisions is specifically excluded hereunder. In the event of a conflict or inconsistency between these provisions and the other provisions hereof, the below terms will prevail specifically in respect of your participation in the Amazon Business Selling Program using the Selling on Amazon Service.

      S-8.1 You represent and declare that you are a business entity duly incorporated and existing under the laws of India having no foreign direct investment. You are not subject to any restrictive conditions or compliances mandated under the foreign exchange management Laws of India or the foreign direct policy of India in relation to wholesale cash and carry trading business.

      S-8.2 You agree and acknowledge that while Amazon will, at its sole discretion, undertake a verification of the prospective Business Customers signing up on the Amazon Site to be Business Customer(s), such verification shall be based solely on the information provided by the prospective Business Customer (which can be verified online through publicly available records in India) and Amazon shall not be liable for the verification or the accuracy thereof either to you or to any other third party. You are advised to implement your own diligence and discretion while selling Your Products to prospective Business Customers. Amazon expressly disclaims all liability in this regard. You further acknowledge that Amazon will not be responsible for the validity or accuracy of the business details, business name, goods and services tax registration details (if provided by the Business Customer), etc., provided by the Business Customer.

      S-8.3 You shall issue a valid tax invoice to the Business Customer(s) for Business Sale(s) conducted by you, which is compliant with the tax Laws of India and such invoice shall clearly specify the Business Customer's business entity name, goods and services tax registration details, purchase order number, billing and shipping address(es), as specified by the Business Customer. In the event you issue an invoice to a Business Customer which doesn't satisfy the above requirements, the Business Customer may request for a compliant invoice within fifteen (15) days of delivery of Your Products to the said customer and you shall provide a corrected invoice satisfying these requirements within a period of fifteen (15) days of such request.

      S-8.4 You will be responsible for tax withholding, collection of applicable taxes, PAN number and all other compliances and reporting requirements under the applicable tax Laws of India.

      S-8.5 You acknowledge that you are entirely responsible for maintaining records of the goods and services tax registration details, business names and other related details of Your Transactions and Amazon hereby expressly waives any liability or obligation in this respect.

      S-8.6 In the event of an error(s) in listing Your Products, including but not limited to an error in listing of business price, quantity discount or any other such detail, you shall be liable for any losses, damages, claims and expenses arising out of such error(s) and shall hold us harmless and fully indemnified in this regard.

      S-8.7 You are free to determine which of Your Products you wish to list for Business Sales on the Amazon Site.

      S-8.8 Amazon will consider your default location mentioned at the time of registration for Business Sales as the ship-from location for tax and other related purposes and the same shall be shown to the Business Customers as the ship-from location. You shall not ship Your Products from any other location and shall accept return of such products if so requested by the Business Customer. Any liabilities, costs, damages or denial of benefits in this regard including tax liabilities shall be attributable to you and Amazon hereby expressly waives any liability or obligation in this respect.

      S-8.9 We may cease providing any or all of the Services described hereunder at any time in our sole discretion without any prior notice to you."

      S-8.10Amazon Business Selling Program Definitions for Selling on Amazon Service:

      "Amazon Business Selling Program" means the program in which you participate to undertake Business Sales to Business Customers.

      "Business Customers" refers to customers who buy Your Products in Minimum Quantities (if applicable) for further resale to end-customers (referred as "Resellers") or Institutional Customers.

      "Business Sales" means the sale of Your Products on the Amazon Site, in Minimum Quantities (if applicable), to Resellers and/or Institutional Customers.

      "Institutional Customers" refers to customers (including but not limited to business entities, charitable organisations, companies, societies, hospitals, schools, etc.) who buy Your Products in Minimum Quantities (if applicable) for their business and / or institutional consumption.

      "Minimum Quantities" shall mean minimum order quantities or minimum invoice value, as may be listed on the Amazon Site from time to time, by you or by Amazon.

      "Your Transaction(s)" is defined in the Selling on Amazon Definitions below; however, as used in this Section S-8, shall mean any and all such transactions which qualify as Business Sales."

    4. As of the Addendum Effective Date, the following Section F.17 will be added after Section F.16 (Additional Representation) of the Agreement:-

      "F.17. Specific Provisions Applicable to Business Sales using FBA Service

      The below provisions will apply to you if you are participating in the Amazon Business Selling Program using FBA service, in addition to the other relevant provisions of this Agreement unless the applicability of such other provisions is specifically excluded hereunder. In the event of a conflict or inconsistency between these provisions and the other provisions hereof, the below terms will prevail specifically in respect of your participation in the Amazon Business Selling Program using the FBA service.

      F.17.1 You represent and declare that you are a business entity duly incorporated and existing under the laws of India having no foreign direct investment. You are not subject to any restrictive conditions or compliances mandated under the foreign exchange management Laws of India or the foreign direct policy of India in relation to wholesale cash and carry trading business.

      F.17.2 You agree and acknowledge that while Amazon will, at its sole discretion, undertake a verification of the prospective Business Customers signing up on the Amazon Site to be Business Customer(s), such verification shall be based solely on the information provided by the prospective Business Customer (which can be verified online through publicly available records in India) and Amazon shall not be liable for the verification or the accuracy thereof either to you or to any other third party. You are advised to implement your own diligence and discretion while selling Your Products to prospective Business Customers. Amazon expressly disclaims all liability in this regard. You further acknowledge that Amazon will not be responsible for the validity or accuracy of the business details, business name, goods and services tax registration details (if provided by the Business Customer), etc., provided by the Business Customer.

      F.17.3 You shall issue a valid tax invoice to the Business Customer(s) for Business Sale(s) conducted by you, which is compliant with the tax Laws of India and such invoice shall clearly specify the Business Customer's business entity name, goods and services tax registration details, purchase order number, billing and shipping address(es), as specified by the Business Customer. In the event you issue an invoice to a Business Customer which doesn't satisfy the above requirements, the Business Customer may request for a compliant invoice within fifteen (15) days of delivery of Your Products to the said customer and you shall provide a corrected invoice satisfying these requirements within a period of fifteen (15) days of such request.

      F.17.4 You will be responsible for tax withholding, collection of applicable taxes, PAN number and all other compliances and reporting requirements under the applicable tax Laws of India.

      F.17.5 You acknowledge that you are entirely responsible for maintaining records of the goods and services tax registration details, business names and other related details of Your Transactions with Business Customers / Business Sales, and Amazon hereby expressly waives any liability or obligation in this respect.

      F.17.6 In the event of an error(s) in listing Your Products, including but not limited to an error in listing of business price, quantity discount or any other such detail, you shall be liable for any losses, damages, claims and expenses arising out of such error(s) and shall hold us harmless and fully indemnified in this regard.

      F.17.7 You are free to determine which of Your Products you wish to list for Business Sales on the Amazon Site.

      F.17.8 We may cease providing any or all of the Services described hereunder at any time in our sole discretion without any prior notice to you.

      F.17.9 Amazon Business Selling Program Definitions for FBA:

      "Business Customers" refers to customers who buy Your Products in quantities equal to or more than the Minimum Quantities (where applicable), for further resale to end-customers (such Business Customers are hereinafter referred to as "Resellers") or who are Institutional Customers.

      "Business Sales" means the sale of Your Products on the Amazon Site to Resellers and/or Institutional Customers in quantities equal to or more than the Minimum Quantities (where applicable).

      "Institutional Customers" refers to customers (including but not limited to business entities, charitable organisations, companies, societies, hospitals, schools, etc.) who buy Your Products in quantities equal to or more than the Minimum Quantities (where applicable) for their business and / or institutional consumption.

      "Minimum Quantities" shall mean minimum order quantities or minimum invoice value, as may be listed on the Amazon Site from time to time, by you or by Amazon.

      "Your Transaction" is defined in the Business Solutions Agreement; however, as used in this Section F.17, it shall mean any and all such transactions which qualify as Business Sales and are undertaken through the FBA service."

  2. No Other Changes

    Except and to the extent provided in this Addendum, all other terms and conditions of the Agreement will remain in full force and effect and nothing contained herein will affect or alter in any manner whatsoever, the validity, enforceability and interpretation of the terms of the Agreement.

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