BURBN SELLER & MERCHANT AGREEMENT

1. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings assigned to them:

• "Platform" means Burbn and all associated systems, websites, mobile applications, APIs, tools, dashboards, and services operated by or on behalf of Burbn, including seller.scrolling.in.
• "Seller" or "Merchant" means any individual (aged 18 years or above), partnership firm, limited liability partnership, private limited company, public limited company, or any other legal entity that has registered or seeks to register to list and sell products on the Platform.
• "Customer" means the end-user or buyer who purchases or attempts to purchase a product via the Platform.
• "Order" means a confirmed purchase transaction initiated by a Customer for a product listed by the Seller on the Platform, bearing a unique Order ID issued by the Platform.
• "Delivery" means the successful physical transfer of the ordered product to the Customer at the address specified in the Order, confirmed by a Proof of Delivery (POD) - which may include electronic delivery confirmation, courier system scan, OTP verification, or Customer acknowledgment - as determined by the Platform.
• "Payout" means the net amount payable to the Seller for a successfully delivered Order, calculated after deducting all applicable commissions, fees, taxes, penalties, refunds, and reserves as specified in this Agreement.
• "Return to Origin (RTO)" means the event where a shipment dispatched by the Seller is returned to the Seller's address because delivery could not be completed, whether due to Customer refusal, wrong address, non-availability of Customer, or any other reason.
• "Rolling Reserve" means the portion of Seller earnings retained by Burbn as a security deposit against potential refunds, chargebacks, penalties, or liabilities, as defined in Section 7.4.
• "Business Day" means any day (excluding Sundays and gazetted national public holidays in India) on which banks are open for regular business in Uttar Pradesh, India.
• "Intellectual Property" includes but is not limited to trademarks, logos, trade names, copyrights, patents, designs, software, domain names, and any other proprietary rights.

2. ELIGIBILITY AND REGISTRATION

• The Seller must be at least 18 years of age. In the case of a legal entity, the individual completing the registration must be duly authorised to bind the entity to this Agreement.
• The Seller must provide accurate, complete, current, and verifiable information during registration, including without limitation: full legal name or entity name, registered business address, Permanent Account Number (PAN), Goods and Services Tax Identification Number (GSTIN) if the Seller is GST-registered or required to be registered, valid bank account details in the Seller's name or entity's name for payout, and a valid mobile number and email address for official communications.
• The Seller shall not register or operate more than one Seller account on the Platform without the prior express written consent of Burbn. Operating multiple accounts without such consent constitutes a material breach of this Agreement.
• Burbn reserves the right, in its sole and absolute discretion, to approve, conditionally approve, reject, or defer the activation of any Seller account, without being required to provide any reasons for such decision.
• Burbn reserves the right to verify the Seller's identity, business registration, financial standing, and other credentials through KYC (Know Your Customer) or due diligence processes at the time of registration or at any time during the term of this Agreement. The Seller shall cooperate fully with such verification.
• Submission of false, misleading, incomplete, or fraudulent information during registration or at any time thereafter shall constitute a material breach of this Agreement and may result in immediate suspension or termination of the Seller account, forfeiture of pending payouts, and legal action.
• The Seller must promptly update their account information within five (5) Business Days of any change to ensure it remains accurate and current. Failure to do so may result in delays in payout, suspension of the account, or both.

3. NATURE OF RELATIONSHIP

• Burbn operates solely as a technology intermediary and marketplace facilitating transactions between Sellers and Customers. Burbn does not purchase, hold title to, or re-sell any products listed by the Seller.
• The Seller is an independent contractor and not an employee, agent, partner, joint venturer, or franchisee of Burbn. Nothing in this Agreement shall be construed to create any employment, partnership, joint venture, or agency relationship between Burbn and the Seller.
• The Seller is solely and exclusively responsible for the quality, safety, legality, accuracy of description, fitness for purpose, packaging, fulfilment, and delivery of all products listed and sold through the Platform.
• Burbn shall not be liable, under any circumstances, for any act, omission, misrepresentation, or misconduct of the Seller in relation to any product, transaction, or Customer interaction.
• The Seller shall not represent themselves as an agent or authorised representative of Burbn to any Customer, third party, or regulatory authority, whether orally or in writing.

4. PRODUCT LISTING AND COMPLIANCE

4.1 Listing Standards

• All product listings must contain accurate, complete, and truthful information including product title, description, specifications, images, price, applicable taxes, and estimated delivery timelines.
• Product images must be clear, high-resolution, and accurately represent the actual product being sold. Use of stock images that do not represent the Seller's actual product is prohibited unless explicitly permitted by Burbn in writing.
• Pricing stated in listings must be inclusive of all applicable taxes or clearly indicate tax-exclusive pricing. Hidden charges not disclosed at the time of listing are strictly prohibited.
• Sellers must clearly specify all product variants (size, colour, model, etc.) accurately. Dispatching a variant different from what the Customer ordered shall be treated as an Incorrect Shipment and penalised accordingly.
• Sellers must honour the listed price for all orders placed prior to any price modification. Retrospective price changes to avoid fulfilment obligations are prohibited and shall constitute fraud.

4.2 Prohibited Listings

The Seller shall not list, advertise, offer, or sell any of the following on the Platform:

• Products that are illegal, banned, or restricted under any applicable Indian law, regulation, or government order, including the Bharatiya Nyaya Sanhita, 2023, the Drugs and Cosmetics Act, 1940, the Arms Act, 1959, the Narcotic Drugs and Psychotropic Substances Act, 1985, the Wild Life (Protection) Act, 1972, the Legal Metrology Act, 2009 and the Legal Metrology (Packaged Commodities) Rules, 2011, and any other applicable statute.
• Counterfeit, fake, imitation, or replica products of any kind, including products bearing unauthorised use of trademarks or brand names.
• Stolen goods or goods obtained through any unlawful means.
• Products that infringe any third-party Intellectual Property rights, including patents, trademarks, copyrights, or design rights.
• Hazardous, toxic, radioactive, flammable, or otherwise unsafe goods not in compliance with applicable safety standards.
• Products containing or comprising banned or controlled substances, including narcotics and psychotropic substances under the NDPS Act, 1985.
• Products prohibited under the Consumer Protection Act, 2019, Legal Metrology Act, 2009, Bureau of Indian Standards Act, 2016, or any other applicable consumer protection or standards regulation.
• Any product or content deemed inappropriate, harmful, or violative of Burbn's community standards or policies, as determined by Burbn in its sole discretion.

Note: Burbn reserves the right to remove any non-compliant listing at any time, without prior notice, and without any liability to the Seller for loss of sales or revenue arising from such removal. The Seller shall remain liable for all penalties, claims, or legal consequences arising from listing any prohibited product.

5. ORDER MANAGEMENT AND FULFILMENT

• Upon receiving an Order, the Seller must confirm or reject the Order within the time period specified on the Platform (as updated from time to time). Failure to respond within the stipulated time shall be treated as an automatic rejection, and the Seller shall bear the penalty applicable to Seller-caused cancellations.
• Once an Order is accepted, the Seller must prepare and ship the Order within the committed dispatch timeline displayed on the Platform. Dispatch timelines shall be computed from the time of Order confirmation, not from the time of Order placement.
• The Seller must ship Orders using only Burbn-approved logistics partners or, where applicable, self-ship through courier services that provide trackable shipment with a valid AWB (Airway Bill) number.
• The Seller must enter accurate, valid, and verifiable tracking information in the Seller dashboard within two (2) hours of handing the package to the courier. Entering false, fabricated, or delayed tracking information shall constitute a Fake Shipment Status Update and result in severe penalties as specified in Section 10.
• Each shipment must be packaged to prevent damage during transit. The Seller is solely responsible for the condition of the product at the time of delivery. Damage attributable to inadequate packaging shall be treated as a Seller fault.
• The Seller must ensure each package bears correct labelling, including Customer name, delivery address, Order ID, and the Seller's return address. Failure to label correctly resulting in undelivered or misdirected shipments shall be the Seller's sole liability.
• Where Burbn-integrated logistics are used, the Seller must handover the package to the logistics partner within the scheduled pickup window. Missed pickup slots caused by Seller unavailability shall be treated as delayed dispatch.

Note: Repeated non-compliance with fulfilment obligations shall result in progressive consequences including financial penalties, reduced listing visibility, temporary suspension, and permanent termination.

6. DELIVERY AND SELLER RESPONSIBILITY

• The Seller is fully responsible for ensuring successful delivery of each Order to the correct Customer at the correct address within the estimated delivery timeline.
• Delivery shall be deemed successful only upon issuance of a Proof of Delivery (POD), which may include electronic scan confirmation, OTP-based delivery confirmation, or recipient signature, as applicable for the logistics channel used.
• Non-delivery attributable to incorrect address provided by the Seller, failure to dispatch on time, or poor packaging leading to transit damage shall be treated as Seller-default non-delivery.
• In the event of a Return to Origin (RTO) attributable to Seller fault - including but not limited to incorrect address, dispatch failure, or packaging defect - all forward and reverse logistics costs shall be borne by the Seller and deducted from the Seller's payout.
• RTO attributable to Customer fault (Customer refusal without valid reason, incorrect address provided by Customer) shall not automatically transfer liability to the Seller; however, all logistics costs shall still be deducted from the applicable Order payout before settling any net payable amount.
• In the event of a dispute regarding the cause of non-delivery or RTO, Burbn's determination, based on available logistics data, courier records, and its own investigation, shall be final and binding, subject to the Seller's right to escalate as per Section 17.

7. PAYOUT TERMS

7.1 Delivery-Based Payout

• Payout shall be generated and processed only after confirmed successful delivery of the Order, as evidenced by a valid POD.
• No payout shall be processed or released for Orders that are cancelled (whether by Customer or Seller), returned, subject to an unresolved Customer dispute, or flagged for fraud or suspicious activity.
• For Orders undergoing quality check or inspection post-delivery (where applicable), payout generation shall be deferred until quality clearance is confirmed.

7.2 Payout Cycle

• The standard payout cycle shall be T+5 to T+10 Business Days from the date of confirmed successful delivery, where T is the date of delivery confirmation.
• Burbn reserves the right to modify payout cycles at its discretion. Any change in the payout cycle shall be communicated to Sellers via platform notification or email at least seven (7) Business Days in advance, except in cases of regulatory requirements or force majeure events.
• Payouts shall be credited only to the bank account registered and verified by the Seller in the Seller dashboard. Burbn shall not be liable for any delay or misdirected payout arising from incorrect or unverified bank account details provided by the Seller.

7.3 Hold Conditions

Burbn may place a hold on any or all pending payouts of a Seller in the following circumstances, including but not limited to:

• Return rate exceeding the threshold defined in Annexure D for a given period.
• Open or unresolved Customer disputes regarding product quality, mismatch, non-delivery, or fraud.
• Initiation of chargeback proceedings by the Customer's bank or payment service provider.
• Detection or reasonable suspicion of fraudulent activity including fake orders, self-ordering, or transaction manipulation.
• Failure to comply with KYC or document verification requests within the stipulated deadline.
• Regulatory investigations, court orders, or orders from any competent governmental authority.
• Seller account suspension or termination proceedings.

Note: Burbn will notify the Seller of the reason for payout hold via dashboard notification or email. The hold shall be lifted upon resolution of the underlying issue, subject to Burbn's verification and satisfaction.

7.4 Rolling Reserve

• Burbn may retain between 10% to 30% of the Seller's gross earnings as a Rolling Reserve to protect against refunds, chargebacks, penalties, and unresolved liabilities. The applicable rolling reserve percentage for each Seller shall be communicated via the Seller dashboard.
• The Rolling Reserve shall be held for a minimum period of thirty (30) days from the date of the corresponding Order delivery or until the return window for that Order has elapsed, whichever is later.
• Upon account closure or termination, the Rolling Reserve shall be released within ninety (90) days of the final settlement of all outstanding liabilities, refunds, disputes, and penalties. Any amounts due to Burbn shall be deducted from the Rolling Reserve before release.
• Rolling Reserve funds shall not accrue any interest in favour of the Seller.

7.5 Negative Balance

• If the total of Seller liabilities - including refunds, penalties, chargeback deductions, logistics costs, and platform fees - exceeds the Seller's available earnings and Rolling Reserve, the account shall reflect a negative balance.
• All future payouts shall be applied to offset the negative balance until it is fully cleared.
• The Seller must clear any negative balance within fifteen (15) Business Days of being notified by Burbn. Failure to do so may result in further suspension and initiation of recovery proceedings.
• Burbn reserves the right to recover the outstanding negative balance through any lawful means, including deduction from future payouts, enforcement of the indemnity provisions of this Agreement, or legal action.

8. RETURNS, REFUNDS, AND CANCELLATIONS

• The Seller agrees to accept returns in accordance with the return policy applicable to the product category, as specified on the Platform and updated from time to time. Category-specific return windows are defined in Annexure D.
• Where a return is accepted and verified by Burbn's quality check process (if applicable), the full refund amount shall be deducted from the Seller's payout. In cases where the product is found to be not defective or not as claimed by the Customer, Burbn shall make a final determination and communicate the outcome to the Seller.
• The Seller must accept the returned product and the associated refund deduction within the defined return window. Contesting a valid return decision or refusing to accept a return shall be treated as a policy violation.
• Orders cancelled after acceptance and before dispatch due to Seller-caused reasons (including stockout, inability to fulfil, or failure to meet dispatch timelines) shall not be eligible for payout and shall attract a cancellation penalty as specified in Section 10.1.
• Customer-initiated cancellations before dispatch shall not attract a penalty on the Seller, provided the cancellation was not induced by any act or omission of the Seller (such as delay, incorrect listing, or pricing error).
• All reverse logistics costs associated with a return - including pickup, handling, and restocking - shall be charged to the Seller and deducted from the applicable payout.
• If a returned product is received back in the Seller's warehouse in a damaged or altered condition due to improper packaging of the original shipment, Burbn shall not be liable. The Seller is encouraged to ensure proper packaging for all dispatches.

9. COMMISSION, FEES, AND CHARGES

• Burbn shall charge a commission on each successfully delivered Order. The applicable commission rate per category or product shall be as specified in Annexure A, which may be updated by Burbn from time to time.
• Payment gateway charges at the applicable rate per transaction shall be deducted from the Seller's payout. The current rate is specified in Annexure A and is subject to change based on the payment service provider's rates.
• Where Burbn-managed logistics are utilised, forward logistics charges and reverse logistics charges (in the event of return or RTO) shall be deducted from the Seller's payout at rates specified in Annexure A.
• Platform subscription or usage fees, if applicable, shall be charged as per the plan selected by the Seller and communicated in the Seller dashboard.
• All fees are exclusive of applicable taxes including GST, which shall be charged separately and is payable by the Seller in addition to the fees.
• Where a Customer purchases through a Creator's affiliate link, product tag, live session, group-buy promotion, or other creator-attributed placement, a creator commission or campaign cost at the rate published in Annexure A or in the applicable campaign brief shall be deducted from the Seller's payout for that Order, in addition to the platform commission. Burbn shall identify creator-attributed Orders and the corresponding deduction in the Seller's payout statement. No creator commission is deducted on an Order that is cancelled, returned, refunded, or determined to be fraudulent, and any creator commission already deducted on such an Order shall be credited back to the Seller.
• Burbn reserves the right to revise any fee or charge. Changes to fees shall be notified at least seven (7) Business Days in advance via platform notification or email, except in cases of government-mandated changes which shall be effective immediately.
• Continued use of the Platform after the effective date of any fee revision shall constitute the Seller's acceptance of the revised fees.

9.1 Statutory Tax Collection and Withholding

• Tax Collection at Source (GST): Burbn is an electronic commerce operator for the purposes of the Central Goods and Services Tax Act, 2017. Burbn shall collect tax at source on the net value of taxable supplies made through the Platform at the rate prescribed under Section 52 of that Act, shall deposit it with the appropriate authority, and shall file the returns and statements required of an operator. The amount so collected shall be reflected in the Seller's electronic cash ledger in accordance with law and shall be shown as a separate line item in the Seller's payout statement.
• Tax Deducted at Source (Income-tax): Burbn is an e-commerce operator for the purposes of Section 194-O of the Income-tax Act, 1961 and shall deduct income tax at source at the prescribed rate on the gross amount of sales of goods facilitated through the Platform, subject to the thresholds and exemptions available under that Section. Where the Seller fails to furnish a valid Permanent Account Number or Aadhaar number, tax shall be deducted at the higher rate prescribed under Section 206AA. Burbn shall issue the certificate of deduction required by law.
• Equalisation levy, tax collected or deducted under any other provision, and any cess or surcharge shall be applied where legally required.
• Accuracy of tax declarations: The Seller is solely responsible for the accuracy and currency of its PAN, GSTIN, registration status, place of supply, HSN classification, and tax rate declarations. The Seller shall notify Burbn of any change within seven (7) days. The Seller shall indemnify Burbn in full for any tax, interest, penalty, or cost arising from an incorrect, incomplete, or out-of-date declaration, or from the Seller's failure to register where registration was required.
• Allocation of tax liability: Output tax on the sale of the Seller's products is the Seller's liability. Tax on Burbn's supply of platform services to the Seller is payable by the Seller in addition to the fees. Neither party is responsible for the other's direct taxes. The Seller shall not represent to any Customer or authority that Burbn is the supplier of the goods.
• Invoicing: The Seller shall issue a tax invoice to the Customer in compliance with applicable law for every Order, shall include all particulars required by the Legal Metrology (Packaged Commodities) Rules, 2011 where applicable, and shall retain records for the period prescribed by law. Burbn may make invoicing tools available as a convenience; use of such tools does not transfer the statutory obligation to Burbn.
• Reconciliation and adjustment: Burbn may adjust, recover, or set off any amount required to correct an under-collection or under-deduction of tax, including from future payouts, and may withhold a payout to the extent reasonably necessary to satisfy a tax obligation or an assessment notified by an authority.

10. PENALTY STRUCTURE

10.1 Order-Level Penalties

• Order cancellation by Seller after acceptance: A monetary penalty per order as specified in Annexure C shall apply, in addition to any refund of the Customer's payment.
• Late dispatch beyond the committed timeline: A per-order penalty as specified in Annexure C, which may increase progressively with the degree of delay.
• Incorrect product shipment (wrong item, variant, size, or quantity): The Seller shall bear the cost of full Customer refund plus a per-instance penalty as specified in Annexure C.
• Fake Shipment Status Updates (entering false tracking information or marking shipment as dispatched without actual dispatch): Severe penalty as per Annexure C plus immediate suspension of the Seller account.
• Return to Origin due to Seller fault (wrong address on label, package not handed over to courier on time): Full forward and reverse logistics cost deduction plus a penalty per instance.
• Missing dispatch confirmation within the required timeframe: Treated as delayed dispatch and penalised accordingly.

10.2 Return and Quality Penalties

• Return rate exceeding the acceptable threshold for the Seller's category (as defined in Annexure C): Progressive penalties beginning with a written warning, followed by payout hold, temporary suspension, and ultimately permanent termination for continued breach.
• Defective or damaged product delivered to Customer: Full refund of Customer payment plus penalty per instance as per Annexure C.
• Product mismatch (description, specifications, or images on listing do not match the actual product delivered): Penalty per instance plus forced listing removal.
• Poor or inadequate packaging resulting in Customer complaint or product damage in transit: Penalty per instance; repeated instances may result in suspension.
• Delivery of expired products (where applicable): Immediate suspension, full refund to Customer, and severe penalty.

10.3 Fraud and Abuse

In cases where Burbn determines or has reasonable cause to believe that the Seller has engaged in any of the following acts:

• Placement of fake orders (self-ordering or ordering through third parties to inflate metrics).
• Manipulation of sales rank, review scores, or ratings through any fraudulent means.
• Operating multiple accounts without authorisation.
• Collusion with logistics partners or Customers to defraud Burbn or other parties.
• Any other form of fraud, misrepresentation, or abuse of the Platform.

Burbn may, at its sole discretion and without prior notice:

• Immediately suspend or permanently terminate the Seller account.
• Place an indefinite hold on all payouts pending investigation.
• Forfeit the Rolling Reserve to offset losses caused by fraudulent activity.
• Initiate civil and/or criminal legal proceedings against the Seller.
• Report the matter to relevant regulatory or law enforcement authorities.

10.4 Performance Metrics

• Each Seller must maintain the minimum performance standards as defined in Annexure C, including but not limited to: minimum Order Fulfilment Rate, maximum Order Cancellation Rate, maximum Return Rate, and minimum Customer Rating Score.
• Burbn shall communicate the Seller's performance metrics via the Seller dashboard on a regular basis.
• Failure to meet minimum standards within a defined review period shall result in progressive action: first occurrence - written warning; second occurrence - payout hold and reduced listing visibility; third occurrence - temporary suspension; continued non-compliance - permanent termination.
• Improvement plans or corrective action timelines may be offered by Burbn at its discretion but are not guaranteed.

11. PLATFORM RIGHTS

• Burbn reserves the absolute right to remove, modify, delist, or suspend any product listing at any time and for any reason, including but not limited to policy violations, intellectual property complaints, customer safety concerns, or at Burbn's sole editorial discretion, without any liability to the Seller.
• Burbn controls and has full discretion over product search ranking, visibility, recommendation, advertising placements, and algorithmic presentation on the Platform. No Seller has a guaranteed right to any particular placement, ranking, or visibility.
• Burbn may, at its own discretion and without Seller consent, offer promotions, discounts, cashback offers, or coupons to Customers. Where such promotions are funded by Burbn, the Seller's payout shall not be reduced; where promotions are Seller-funded, costs shall be deducted from the Seller's payout as agreed.
• Burbn may modify, enhance, restrict, or discontinue any feature, service, tool, or interface on the Platform at any time, without incurring any liability to the Seller.
• Burbn may share Seller information, order data, and transaction records with regulatory authorities, law enforcement agencies, or third parties as required by applicable law or court orders.

12. ACCOUNT SUSPENSION AND TERMINATION

12.1 Suspension

• Burbn may suspend a Seller's account, with or without prior notice, in cases including but not limited to: suspected or confirmed fraud, repeated policy violations, poor performance metrics, unresolved Customer disputes, failure to respond to Burbn's communications within the stipulated deadline, or any other reason Burbn deems sufficient.
• During suspension, the Seller's listings shall be taken down, order acceptance shall be disabled, and payouts shall be placed on hold.
• Burbn shall notify the Seller of the suspension and the reason thereof within forty-eight (48) hours of such suspension (except in cases involving ongoing fraud investigations where notification may be deferred).
• The Seller may submit a written appeal or rectification plan within fifteen (15) Business Days of the suspension notice. Burbn's decision on the appeal shall be final.

12.2 Termination

• Burbn may terminate this Agreement and the Seller's account immediately and without notice in cases of: confirmed fraud or criminal activity, violation of prohibited product policies, wilful misrepresentation, or conduct deemed by Burbn to be severely harmful to Customers, the Platform, or third parties.
• Either party may terminate this Agreement by providing thirty (30) days' written notice to the other party, provided there are no ongoing disputes, outstanding liabilities, or active orders at the time of termination.

12.3 Consequences of Termination

• Upon termination, all Seller listings shall be immediately removed from the Platform.
• Pending payouts shall be held for a period of up to ninety (90) days from the termination date to allow for resolution of any Customer disputes, pending returns, chargebacks, or regulatory inquiries.
• All outstanding liabilities, penalties, refunds, and fees owed by the Seller shall be deducted from the withheld amount before releasing any balance.
• If the outstanding liabilities exceed the withheld amount, the Seller shall remain personally liable for the deficit amount, which Burbn may recover through legal proceedings.
• The Seller's obligations under Sections 13 (Intellectual Property), 14 (Data Protection), 16 (Indemnity), 17 (Dispute Resolution), and 18 (Governing Law) shall survive the termination of this Agreement.

13. INTELLECTUAL PROPERTY

• The Seller grants Burbn a non-exclusive, royalty-free, worldwide, sublicensable, and transferable licence to use, reproduce, adapt, publish, translate, and distribute all product images, descriptions, brand names, trademarks, and other content uploaded or submitted by the Seller to the Platform, for the purpose of operating, marketing, promoting, and improving the Platform, during the term of this Agreement and for a period of two (2) years thereafter for archival and marketing purposes.
• The Seller warrants and represents that they are the sole and lawful owner of, or have obtained all necessary rights, permissions, and licences for, all content uploaded to the Platform, and that such content does not infringe any third-party Intellectual Property rights.
• In the event of any third-party Intellectual Property claim arising from the Seller's listings or content, the Seller shall indemnify and hold Burbn harmless from all claims, costs, damages, and legal expenses as per Section 16.
• Burbn's own branding, trademarks, platform design, algorithms, software, and all other Intellectual Property are the exclusive property of Burbn and are not licensed to the Seller under this Agreement. The Seller shall not use Burbn's branding or trademarks without express prior written consent.

14. DATA PROTECTION AND CONFIDENTIALITY

• Any Customer personal data (including names, contact numbers, addresses, and purchase history) that the Seller receives or accesses in the course of fulfilling Orders shall be used solely for the purpose of fulfilling those Orders and for no other purpose.
• The Seller shall not store, process, share, sell, or misuse Customer data beyond what is strictly necessary for Order fulfilment. Any violation of this provision shall constitute a material breach and may result in immediate termination and legal action under applicable data protection laws, including the Digital Personal Data Protection Act, 2023.
• The Seller shall implement reasonable technical and organisational security measures to protect any Customer data in their possession from unauthorised access, disclosure, alteration, or destruction.
• The Seller must promptly notify Burbn within twenty-four (24) hours of becoming aware of any actual or suspected breach of Customer data in the Seller's systems.
• All business information, financial terms, fee structures, platform algorithms, and non-public policies shared by Burbn with the Seller in connection with this Agreement shall be treated as confidential by the Seller and shall not be disclosed to any third party without Burbn's prior written consent.

15. LIMITATION OF LIABILITY

• Burbn's total aggregate liability to the Seller under this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, and whether in respect of one claim or a series of related claims, shall in no event exceed the greater of (a) the total Payout amounts disbursed to the Seller in the three (3) calendar months immediately preceding the first event giving rise to the claim, and (b) INR 5,000 (Rupees Five Thousand). The monetary floor at (b) applies so that this cap can never evaluate to nil, including where no payout has yet been disbursed or where payouts are being withheld under Section 7; a cap capable of evaluating to nil would operate as an exclusion rather than a limitation of liability and is not intended.
• Each sub-clause of this Section operates separately. If any sub-clause is held unenforceable in whole or in part, the remaining sub-clauses continue to apply. The Seller acknowledges that the exclusions and limitations in this Section are a reasonable allocation of commercial risk, are reflected in the commission and fee structure, and that Burbn would not make the Platform available on the same terms without them.
• Burbn shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profit, loss of revenue, loss of data, loss of business opportunity, or reputational harm, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.
• Burbn shall not be liable for: (a) product defects, safety issues, or failure to comply with applicable standards; (b) delivery failures attributable to the Seller or logistics partners; (c) Customer disputes arising from Seller misconduct or misrepresentation; (d) losses arising from Platform downtime, technical errors, or force majeure events.
• Nothing in this Agreement shall limit or exclude liability for fraud, wilful default, death, or personal injury caused by negligence, to the extent such limitation or exclusion is prohibited by applicable law.

16. INDEMNITY

• The Seller agrees to fully indemnify, defend, and hold harmless Burbn, its directors, officers, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, costs, claims, proceedings, judgments, fines, penalties, and expenses (including reasonable legal fees) arising out of or in connection with:

• Any breach of any representation, warranty, obligation, or term under this Agreement by the Seller.
• Any claim by a Customer relating to the Seller's product, including product defects, inaccurate descriptions, non-delivery, or delayed delivery.
• Any violation by the Seller of applicable law, regulation, or government order.
• Any Intellectual Property infringement arising from the Seller's listings or content.
• Any act, omission, misconduct, fraud, or negligence of the Seller or the Seller's employees, agents, or representatives.
• Any tax liability, penalty, or interest arising from the Seller's business activities on the Platform.

• The indemnity obligations under this Section shall survive the termination or expiry of this Agreement.

17. DISPUTE RESOLUTION

• In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination, or validity thereof ("Dispute"), the parties shall first attempt in good faith to resolve the Dispute through mutual negotiation within thirty (30) days of written notice of the Dispute by one party to the other.
• If the Dispute cannot be resolved through mutual negotiation within thirty (30) days (or such longer period as mutually agreed), either party may refer the Dispute to binding arbitration administered in accordance with the Arbitration and Conciliation Act, 1996, as amended.
• The arbitration shall be conducted by a sole arbitrator mutually appointed by both parties. If the parties fail to agree on the arbitrator within fifteen (15) days of referral to arbitration, the arbitrator shall be appointed in accordance with the Arbitration and Conciliation Act, 1996.
• The seat of arbitration shall be Noida, Uttar Pradesh, India. The seat is the juridical seat of the arbitration and fixes the courts having exclusive supervisory jurisdiction over the arbitration and over any application under the Arbitration and Conciliation Act, 1996.
• The venue for hearings shall be Noida, Uttar Pradesh, India, provided that hearings may be conducted by video conference or on documents alone where the parties agree or the arbitral tribunal so directs, so that participation is not unduly burdensome or expensive for the Seller. A change of venue shall not operate to change the seat.
• The language of the arbitration proceedings shall be English.
• Notwithstanding the requirement of prior negotiation set out above, either party may at any time apply to a competent court, or to the arbitral tribunal once constituted, for interim, interlocutory, injunctive, or other urgent equitable relief, including to restrain the listing or sale of counterfeit, unsafe, prohibited, or infringing products, to restrain infringement or misappropriation of Intellectual Property, to restrain a breach of confidentiality or misuse of Customer personal data, or to prevent continuing unlawful conduct. Seeking such relief is not a waiver of the agreement to arbitrate, does not require the negotiation period to have elapsed, and does not restrict Burbn's rights of immediate removal, suspension, or withholding elsewhere in this Agreement.
• Arbitration under this Section shall proceed on an individual basis. Claims of more than one Seller shall not be consolidated or arbitrated jointly without the written consent of all affected parties and of Burbn.
• The arbitral tribunal shall issue a reasoned written award. The award shall be final and binding on both parties. Either party may apply to a competent court to enforce the award.
• Pending the resolution of any Dispute, the parties shall continue to perform their respective obligations under this Agreement to the extent practicable, save that this shall not require Burbn to continue to display a listing, release a payout, or refrain from exercising a right of suspension, withholding, or set-off where it is entitled to do so under this Agreement.
• This Section is a self-contained agreement to arbitrate and survives the termination or expiry of this Agreement.

18. GOVERNING LAW AND JURISDICTION

• This Agreement shall be governed by and construed in accordance with the laws of the Republic of India, without regard to its conflict of law provisions. For the avoidance of doubt, no law of any other state, province, territory, or country is intended to govern this Agreement.
• Subject to the arbitration provisions of Section 17, the competent courts at Noida, Uttar Pradesh, India shall have exclusive jurisdiction to resolve any matter arising out of or in connection with this Agreement that is not subject to arbitration, and the Seller irrevocably submits to that jurisdiction and waives any objection founded on forum or inconvenience.
• The governing law, seat, venue, and forum stated in this Section and in Section 17 are identical to those stated in the Burbn Terms of Service. Where any other Burbn document, notice, dashboard text, or communication states a different governing law, seat, venue, or forum, this Section and Section 17 prevail.
• The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement and is expressly excluded.

19. MODIFICATIONS TO THIS AGREEMENT

• Burbn reserves the right to update, amend, or replace any provision of this Agreement at any time.
• Any material changes to this Agreement shall be communicated to the Seller via registered email address, Seller dashboard notification, or both, at least seven (7) Business Days prior to the effective date of the change, except where immediate changes are required due to regulatory mandate, court order, or force majeure, in which case changes shall take effect immediately.
• Continued use of the Platform by the Seller after the effective date of any modification shall constitute the Seller's unconditional acceptance of the modified Agreement. If the Seller does not agree to the modified Agreement, the Seller must notify Burbn in writing and cease using the Platform before the effective date of the change. Failure to do so shall be deemed as acceptance.
• All modifications shall be published with a version number and effective date on the Platform.

20. ELECTRONIC ACCEPTANCE

• This Agreement is an electronic record within the meaning of the Information Technology Act, 2000 and the rules thereunder. It does not require a physical or digital signature to be legally binding.
• The Seller's registration on the Platform, ticking of an acceptance checkbox, or use of the Platform in any manner shall constitute full and unconditional acceptance of this Agreement and shall be as legally binding as a wet ink signature.
• Electronic records of the Seller's acceptance, including registration data and timestamps, shall be maintained by Burbn and may be relied upon as evidence of acceptance in any dispute or legal proceeding.

21. MISCELLANEOUS

• Entire Agreement: This Agreement, together with all Annexures, the Burbn Terms of Service, the Community Guidelines and Content Policy, the Privacy Policy, the Shipping and Delivery Policy, and the Returns, Exchange and Refunds Policy (collectively, the "Burbn Policy Set"), constitutes the entire agreement between Burbn and the Seller with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings, whether written or oral. For the avoidance of doubt, this Agreement does not exclude, supersede, or disapply any other document in the Burbn Policy Set; those documents apply together with this Agreement and are reconciled in accordance with the Order of Precedence below. Nothing in this clause limits liability for fraud or fraudulent misrepresentation.
• Incorporation of the Terms of Service: The Burbn Terms of Service are incorporated into this Agreement by reference and apply to the Seller as if set out in full herein. Without limitation, Section 17 (Arbitration) of the Terms of Service applies to the Seller, and the vendors and third party service providers identified in that Section as intended third-party beneficiaries may enforce the agreement to arbitrate directly against the Seller. Section 17 of the Terms of Service and Sections 17 and 18 of this Agreement are intended to be consistent; they state the same governing law, the same seat at Noida, the same venue, and the same supervisory courts.
• Order of Precedence: Where a conflict or inconsistency arises between documents in the Burbn Policy Set, the conflict shall be resolved in the following descending order of authority: (a) any separately signed written agreement between Burbn and the Seller, but only for the programme it covers and only to the extent of the conflict; (b) the Terms of Service; (c) this Agreement, for matters concerning sellers; (d) the Privacy Policy, for matters concerning personal data; (e) the Community Guidelines and Content Policy; (f) the Returns, Exchange and Refunds Policy, the Shipping and Delivery Policy, and the Cookie Policy; and (g) any other notice, help-centre article, dashboard text, or in-product copy. A document lower in this order does not narrow, qualify, or waive a right or obligation created by a document higher in it. No statement in dashboard copy, in-product text, marketing material, or made orally by any employee or agent varies this Agreement unless recorded in a written amendment published under Section 19.
• Third Party Rights: Except as expressly provided, no person who is not a party to this Agreement has any right to enforce it. Burbn's affiliates, and the vendors and third party service providers identified as intended third-party beneficiaries in Section 17 of the Terms of Service, may enforce the clauses expressed to be for their benefit, including Section 15 (Limitation of Liability), Section 16 (Indemnity), and the agreement to arbitrate. No consent from any such person is required to amend or terminate this Agreement.
• Preservation of Statutory Rights: Nothing in this Agreement operates to exclude, restrict, modify, or waive any right, remedy, guarantee, or protection conferred by applicable law which cannot lawfully be excluded, restricted, modified, or waived, including under the Consumer Protection Act, 2019, the Consumer Protection (E-Commerce) Rules, 2020, the Digital Personal Data Protection Act, 2023, and the Indian Contract Act, 1872. Where any provision would, but for this clause, have that effect, it applies only to the extent permitted by law and is otherwise to be read down or, if it cannot be read down, severed, without affecting the remainder.
• Interpretation: The words "including", "includes", and "in particular" are illustrative and do not limit the generality of the words preceding them. A reference to a statute includes any amendment, re-enactment, or subordinate legislation made under it. Headings are for convenience only. No rule of construction adverse to the drafter shall be applied by reason only of this Agreement having been prepared by Burbn; the Seller has had the opportunity to obtain independent legal advice.
• Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the Agreement and the remaining provisions shall continue in full force and effect.
• No Waiver: Burbn's failure to enforce any right or provision under this Agreement on any occasion shall not constitute a waiver of that right or provision. Any waiver must be in writing and signed by an authorised representative of Burbn.
• Force Majeure: Neither party shall be liable for any failure or delay in performance of their obligations under this Agreement to the extent caused by events beyond their reasonable control, including acts of God, war, terrorism, civil unrest, epidemics, pandemics, government actions, natural disasters, or failure of third-party service providers. The affected party must promptly notify the other party and take all reasonable steps to minimise the impact.
• Notices: All official communications, notices, and demands from Burbn to the Seller shall be sent to the Seller's registered email address on record, by notification in the Seller dashboard, or by post to the address on record, and it is the Seller's responsibility to keep those details accurate and monitored. Notices from the Seller to Burbn must be in writing and sent to legal@scrolling.in and, where the notice commences or relates to legal proceedings, also by registered post or courier to Burbn, 503, A1 Tower, Sector 73, Noida, Uttar Pradesh, India, marked for the attention of the Legal Department. Grievances should be sent to grievance@scrolling.in and operational queries to support@scrolling.in. A notice is deemed received: if sent by email, at the time of transmission, or if transmitted outside business hours, when business hours next resume; if given in-dashboard, on display to the recipient; and if sent by registered post or courier, on the third Business Day after despatch or on proof of delivery, whichever is earlier. A notice sent to a stale, full, or unmonitored address recorded by the recipient is nonetheless validly given.
• Survival of Burbn's Protections: In addition to the Seller obligations listed in Section 12.3, Sections 15 (Limitation of Liability), 17 (Dispute Resolution), 18 (Governing Law and Jurisdiction), 20 (Electronic Acceptance), and this Section 21 survive the termination or expiry of this Agreement and continue to operate for the benefit of Burbn in respect of claims relating to the period before termination.
• Assignment: The Seller shall not assign, transfer, sub-licence, or delegate any right or obligation under this Agreement without Burbn's prior written consent. Burbn may freely assign its rights and obligations under this Agreement to any affiliate, acquirer, or successor entity.
• Language: In the event of any conflict between an English version of this Agreement and any translated version, the English version shall prevail.

22. GRIEVANCE REDRESSAL AND STATUTORY CONTACTS

In compliance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021 and the Consumer Protection (E-Commerce) Rules, 2020, Burbn has designated the officers below. Complaints may be submitted in writing, in English or Hindi.

• Grievance Officer - Abhishek Verma, reachable at abhishek@scrolling.in or grievance@scrolling.in, Burbn, 503, A1 Tower, Sector 73, Noida, Uttar Pradesh, India. Complaints are acknowledged within twenty-four (24) hours of receipt and disposed of within fifteen (15) days of receipt, with reasons recorded.
• Data Protection Officer - Rahul, reachable at rahul@scrolling.in or privacy@scrolling.in, at the same address, for questions and grievances concerning the processing of personal data under the Digital Personal Data Protection Act, 2023.
• Legal Department - legal@scrolling.in, at the same address, for legal notices, takedown notices, and law-enforcement requests.
• Seller support - support@scrolling.in, for operational and account matters.

Note: The name and contact details of the Grievance Officer are published above and on the Platform as required by Rule 3(2)(a) of the Intermediary Guidelines.

• Content in the nature of non-consensual intimate imagery or impersonation is removed within twenty-four (24) hours of a valid complaint. Unlawful information is removed or access to it disabled within thirty-six (36) hours of actual knowledge by way of a court order or a notification by an appropriate government agency. Records are preserved for one hundred and eighty (180) days, or longer where required by law or by an order.
• Nothing in this Section restricts the Seller from approaching a consumer commission, the Grievance Appellate Committee constituted under the Intermediary Guidelines, the Data Protection Board constituted under the Digital Personal Data Protection Act, 2023, or any other competent authority, and the Seller is not required to exhaust this route before doing so where the law provides otherwise.

23. CONSUMER PROTECTION (E-COMMERCE) RULES DISCLOSURES

To enable Burbn to discharge its duties as a marketplace e-commerce entity under the Consumer Protection (E-Commerce) Rules, 2020, the Seller undertakes as follows.

• The Seller shall provide, and keep current, all information required to be displayed to Customers, including the Seller's legal name, principal geographic address, name and details of the website or place of business, customer care contact number and email, GSTIN where applicable, and the country of origin of each product.
• The Seller shall display accurate and complete particulars for each listing, including total price with an itemised breakup of all compulsory and voluntary charges, expiry or best-before information where relevant, warranty and guarantee terms, terms of exchange, return, refund and replacement, delivery and shipment particulars, mandatory notices and information required by law, and any applicable safety or care instruction.
• The Seller shall not adopt any unfair trade practice, shall not falsely represent itself as a consumer, shall not post reviews about its own goods or misrepresent the quality or features of any goods or service, and shall not refuse to take back, withdraw, or discontinue goods or services or refuse to refund consideration where the goods or services are defective, deficient, spurious, or not of the characteristics or features advertised.
• The Seller shall not manipulate the price of goods or services so as to gain unreasonable profit, and shall not discriminate between Customers of the same class or make an arbitrary classification affecting their rights.
• The Seller shall execute a prior written undertaking, in the form Burbn makes available, that all descriptions, images, and other content pertaining to its goods are accurate and correspond directly with the appearance, nature, quality, purpose, and other general features of those goods.
• The Seller acknowledges that Burbn displays, in respect of each listing, the identity of the Seller and the Seller's grievance and return particulars, and that Burbn may display a record of the Seller's performance, including cancellation, dispatch, and return metrics.
• Where a Customer's grievance concerns the goods themselves, their delivery, their description, or a refund or replacement, primary responsibility rests with the Seller. Burbn's assistance in resolving such a grievance is administrative and does not transfer that responsibility to Burbn.

24. ANNEXURE A - COMMISSION AND FEE STRUCTURE

• The applicable commission rate, payment gateway charge, forward and reverse logistics charge, creator commission or campaign cost, and any subscription or usage fee, in each case per product category or per programme, are published by Burbn in the Seller dashboard. The Seller dashboard is the operative publication for these rates, and the rate displayed there at a given time is the rate that applies.
• A rate is fixed at the time of Order placement. A change to a rate does not apply retrospectively to an Order already placed, and no rate may be altered retrospectively to the detriment of the Seller.
• Burbn shall notify the Seller of a change to any rate at least seven (7) Business Days before it takes effect, by email or dashboard notification, except where an immediate change is required by law, regulatory direction, or an order of a court or authority.
• Burbn shall make available to the Seller, for each payout, a statement itemising every deduction applied and the rate used, so that the Seller can verify the calculation. Where the Seller disputes a deduction, the Seller may raise it under Section 17 and Burbn shall provide the underlying calculation.
• Where the dashboard is unavailable or a rate is not published for a category, the commission rate most recently notified in writing to the Seller for that category applies.

25. ANNEXURE B - PROHIBITED PRODUCTS LIST

The following categories of products are strictly prohibited on the Platform (this list is illustrative and not exhaustive):

• Illegal goods and contraband under any applicable Indian law.
• Counterfeit, fake, or replica goods of any brand.
• Stolen property or goods obtained through unlawful means.
• Products infringing third-party Intellectual Property rights.
• Narcotics, psychotropic substances, and other controlled substances under the NDPS Act, 1985.
• Arms, ammunition, explosives, and related accessories not lawfully authorised.
• Hazardous chemicals, biological materials, and radioactive substances.
• Pornographic or obscene material prohibited under applicable law.
• Products violating the Wildlife Protection Act, 1972.
• Any other goods or services prohibited by applicable Indian law or Burbn's policies.

Burbn shall update this list from time to time. Sellers are responsible for reviewing the list before listing any product.

26. ANNEXURE C - PENALTY MATRIX

This Annexure is the single authoritative source for every penalty amount and every performance threshold under this Agreement, including return-rate thresholds. Where any other provision or Annexure refers to a penalty amount or a performance threshold, the reference is to this Annexure.

• Specific penalty amounts and thresholds for each type of violation are published by Burbn in the Seller dashboard and updated from time to time. The matrix covers per-Order penalty amounts for Seller-caused cancellations, late dispatch, incorrect or short shipment, and false tracking updates; return-rate thresholds beyond which progressive penalties apply; performance-metric minimums and the consequences of failing them; and fraud-related penalties including payout forfeiture and the thresholds at which Burbn will pursue legal action.
• Burbn shall notify the Seller of changes to this Annexure at least seven (7) Business Days before they take effect.
• A penalty is levied only in respect of conduct occurring after the penalty was published, is applied at the rate in force when the conduct occurred, and is identified as a separate line item in the Seller's payout statement together with the Order or metric to which it relates.
• Before levying a penalty other than for suspected fraud, Burbn shall make the underlying data available to the Seller and shall allow the Seller a reasonable opportunity, of not less than three (3) Business Days, to respond. Burbn shall consider a response received within that period before levying the penalty.
• A penalty already levied shall be reversed where the Seller demonstrates that the underlying determination was made on incorrect data, or where a Customer claim founding the penalty is withdrawn or found to be unsubstantiated.
• Penalties are compensatory of Burbn's administrative and remediation cost and of harm to Customer trust. They are not, and shall not be construed as, a penalty in terrorem or as liquidated damages exceeding a genuine pre-estimate of loss.

27. ANNEXURE D - PAYOUT, RESERVE, AND RETURN POLICY

This Annexure governs payout mechanics, the Rolling Reserve, and category-specific return windows. It does not set penalty amounts or performance thresholds; those are set exclusively by Annexure C.

• Category-specific return windows and conditions applicable to the Seller's products. Where a category-specific window published here is shorter than the window offered to Customers under the Returns, Exchange and Refunds Policy, the Customer-facing window prevails as between Burbn and the Customer, and the difference is borne as provided in this Agreement; the Seller shall not represent a shorter window to any Customer.
• Rolling Reserve percentages applicable to each Seller tier or category, the basis on which a Seller is assigned to a tier, and the process for review of that assignment.
• Reserve release timelines and conditions. Unless a longer period is required by an unresolved Customer dispute, chargeback, regulatory inquiry, or order of a court or authority, a Rolling Reserve withheld in respect of a given period shall be released no later than one hundred and eighty (180) days after the end of that period.
• Maximum payout hold durations and escalation procedures, including the channel through which a Seller may escalate a hold and the period within which Burbn will respond.
• Conditions under which the Rolling Reserve may be forfeited. Forfeiture applies only to the extent of amounts actually due to Burbn or to Customers, is itemised, and any balance remaining after satisfaction of those amounts is released to the Seller.
• Burbn shall provide the Seller with a statement of the Rolling Reserve held, amounts applied against it, and amounts released, on request and in any event at least once each quarter.
• Burbn shall notify the Seller of changes to this Annexure in accordance with the notification provisions of Section 21.

- End of Burbn Seller & Merchant Agreement -