Vendor Partnership Agreement

THIS VENDOR PARTNERSHIP AGREEMENT ("Agreement") is entered into on the date of digital execution by and between the individual or organization identified as the Vendor in the execution section below ("Vendor" or "You") and ThrillTime ("Platform", "We", or "Company").

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1. Definitions and Interpretation

1.1 Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

• "Experiences" means the activities, services, or experiences offered by Vendor through the Platform

• "Customer" means any individual or entity booking Experiences through the Platform

• "Booking" means a confirmed reservation for an Experience made through the Platform

• "Content" means all information, descriptions, images, videos, and materials provided by Vendor

• "Agreement" means this Vendor Partnership Agreement as may be amended from time to time

• "Confidential Information" means any non-public, proprietary, or confidential information disclosed by either party

• "Force Majeure" means causes beyond a party's reasonable control, including but not limited to acts of God, natural disasters, government actions, war, terrorism, or pandemic conditions

1.2 Interpretation

Headings are for convenience only and shall not affect interpretation. Unless context requires otherwise, references to singular include plural and vice versa.

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2. Parties and Relationship

2.1 Vendor

The individual or organization executing this Agreement and offering Experiences through the Platform.

2.2 Platform

ThrillTime, an online booking facilitation platform operating at www.ThrillTime.in

2.3 Nature of Relationship

Vendor hereby acknowledges and agrees that it is an independent service provider and contractor. This Agreement does not create, and shall not be construed to create, any partnership, joint venture, employment, franchise, or agency relationship between the parties. The Platform acts solely as a booking facilitator and technology service provider. All contractual relationships for the provision of Experiences shall be directly between Vendor and the respective Customers.

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3. Scope of Services

3.1 Platform Covenants

The Platform hereby agrees to provide the following services:

• Maintain and operate an online platform for listing and promoting Vendor's Experiences

• Facilitate booking processes and payment processing between Customers and Vendor

• Provide reasonable customer support services for booking-related inquiries

• Provide marketing and promotional support for listed Experiences in Platform's sole discretion

3.2 Platform Limitations and Disclaimers

Platform expressly disclaims any responsibility or liability for:

• The delivery, quality, safety, or performance of actual Experiences

• Vendor's compliance with applicable laws, regulations, licenses, permits, or industry standards

• Customer satisfaction with the actual Experience provided

• Any incidents, accidents, injuries, damages, or losses occurring during or in connection with Experiences

• Vendor's business operations, decisions, or conduct

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4. Vendor Obligations and Responsibilities

4.1 Legal Compliance Covenant

Vendor hereby represents, warrants, and covenants that it:

• Possesses and shall maintain all required licenses, certifications, permits, insurance, and authorizations necessary for the lawful operation of its business and provision of Experiences

• Shall comply with all applicable local, state, and national laws, regulations, and industry standards

• Has full legal authority and capacity to offer and provide the listed Experiences

• Shall maintain compliance with all health, safety, and security standards applicable to its Experiences

4.2 Service Standards Covenant

Vendor hereby agrees and covenants to:

• Maintain professional standards in all aspects of service delivery

• Ensure the safety and security of all Customers participating in Experiences

• Provide Experiences substantially as described in Platform listings

• Respond promptly and professionally to Customer inquiries and Platform communications

• Immediately notify Platform of any material changes to Experience details, pricing, or availability

4.3 Booking Fulfillment Obligations

Vendor hereby agrees and covenants to:

• Honor and fulfill all confirmed Bookings made through the Platform

• Maintain accurate descriptions, fair pricing, and high-quality service standards

• Provide minimum twenty-four (24) hours advance notice for any cancellations, except in cases of force majeure

• Issue all necessary tickets, confirmations, vouchers, or documentation to Customers

• Handle all Customer complaints and disputes directly without involving Platform, except for payment refunds as specified in Section 6.3

• Reimburse Platform for authorized refunds within seven (7) days of notification

Vendor acknowledges that failure to fulfill confirmed Bookings may result in immediate removal from Platform and forfeiture of pending payments. Platform reserves the right to remove listings that fail to meet quality standards or breach safety requirements.

4.4 Platform Policies Acknowledgment and Compliance

Vendor hereby acknowledges, represents, and covenants that:

• Vendor has reviewed and understands Platform's Terms of Service, Privacy Policy, and Cancellation and Refund Policy

• Vendor shall comply with all provisions of such policies that relate to vendor obligations, customer data handling, booking procedures, cancellation processes, and refund requirements

• Vendor's own business practices, policies, and procedures shall not contradict or violate Platform's published customer policies

• Vendor shall cooperate fully with Platform in implementing customer cancellations and refunds as specified in Platform's Cancellation and Refund Policy

• Vendor acknowledges that Platform's policies may be updated from time to time, and Vendor shall review and comply with such updates

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5. Listing Authorization and Intellectual Property

5.1 Content License Grant

Vendor hereby grants to Platform a limited, non-exclusive, revocable, royalty-free license to use, reproduce, display, distribute, and promote Vendor's business name, trade names, descriptions, photographs, videos, logos, and other intellectual property ("Licensed Content") for promotional purposes across all media channels now known or hereafter developed. Vendor hereby indemnifies and holds harmless Platform against any and all intellectual property infringement claims arising from such use.

5.2 License Duration

The license granted in Section 5.1 shall remain in full force and effect during the entire period Vendor maintains an active listing on the Platform.

5.3 User-Generated Content

Platform is hereby authorized to collect, display, and utilize user reviews, ratings, and feedback related to Vendor's Experiences.

5.4 Vendor Representations and Warranties

Vendor hereby represents, warrants, and covenants that:

• All information provided to Platform, including descriptions, pricing, and availability, is accurate, truthful, and compliant with applicable laws, including without limitation the Consumer Protection Act, 2019

• Vendor shall promptly update Platform of any changes to such information

• Vendor shall indemnify Platform against any and all claims, damages, or losses arising from inaccuracies in such information

5.5 Platform Intellectual Property Rights

Platform hereby reserves and retains exclusive ownership of and all rights, title, and interest in and to:

• The Platform website, mobile applications, and related technology

• Platform branding, trademarks, and service marks

• All aggregated data, analytics, reviews, and customer insights

• The booking system, software, and platform technology

• The customer database and all customer information collected through the Platform

5.6 Customer Contact Restrictions

Vendor hereby agrees and covenants not to directly contact or solicit Platform Customers for competing services or platforms without Platform's express written consent.

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6. Payment Terms and Conditions

6.1 Promotional Free Listing Period

During the initial six (6) month period commencing on the date of this Agreement ("Promotional Period"), no commission or listing fees shall be charged to Vendor. One hundred percent (100%) of all Booking amounts shall be transferred to Vendor within two to seven (2-7) business days following completion of the respective Experience.

However, all payments shall be subject to payment gateway charges, which shall be borne by the Vendor. The payment gateway charges shall be two percent (2%) of the transaction amount plus eighteen percent (18%) GST on such gateway charges, or as otherwise defined and updated by the payment gateway from time to time. Payment gateway charges may exceed 2% depending upon the type of payment method used, as determined and notified by the payment gateway provider. Vendor acknowledges and agrees that such payment gateway charges are third-party charges levied by payment processors and are beyond Platform's control. The net amount transferred to Vendor shall be the Booking amount less applicable payment gateway charges and associated taxes.

Upon expiration of the Promotional Period, this Agreement shall continue in full force and effect under the same terms, except that Platform may introduce commission fees or other commercial terms by providing thirty (30) days written notice to Vendor. Vendor's continued use of the Platform after such notice period shall constitute acceptance of the revised terms.

6.2 Payment Processing Procedures

• Platform shall collect all Customer payments on behalf of Vendor through secure payment gateway systems

• All payment transactions shall be processed through Platform's designated secure payment processors

• Vendor shall provide accurate banking information and account details for payment transfers

• GST-registered Vendors shall submit appropriate tax invoices to Platform upon request and as required for Platform's tax compliance obligations

• Vendor hereby agrees not to hold Platform liable for payment delays resulting from banking system issues, technical failures, or force majeure events

Notwithstanding the Promotional Period, all other terms and conditions of this Agreement, including without limitation indemnification, liability limitations, and service obligations, shall remain in full force and effect.

6.3 Refund Procedures

Customer refunds shall be processed in Platform's sole discretion based on legitimate Customer complaints or disputes. Vendor shall reimburse Platform for all authorized refunds within seven (7) days of notification. Platform reserves the right to process refunds directly and recover such amounts from Vendor's future settlement payments in case of disputes or non-response.

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7. Customer Data and Privacy

7.1 Data Ownership

All Customer data, information, and contact details collected through the Platform shall remain the exclusive property of Platform. Vendor shall not use such information for any purposes outside the scope of this Agreement.

7.2 Customer Contact Restrictions

Vendor hereby covenants not to contact or solicit Platform Customers for competing services or platforms without Platform's express written consent.

7.3 Privacy Compliance

Both parties shall comply with all applicable data protection and privacy laws. Vendor shall maintain strict confidentiality of all Customer information. Platform shall handle Customer data in accordance with its published Privacy Policy.

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8. Confidentiality

8.1 Mutual Confidentiality Obligations

Both parties hereby agree to:

• Maintain in strict confidence all non-public, proprietary, or confidential information disclosed by the other party

• Not disclose such Confidential Information to any third parties without prior written consent

• Use Confidential Information solely for the purposes contemplated by this Agreement

• Upon termination, return or destroy all Confidential Information in their possession

8.2 Data Sharing

Platform may share anonymized booking data and analytics with Vendor for business purposes, provided that Platform retains exclusive ownership of all Customer data collected through the Platform.

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9. Quality Control and Platform Rights

9.1 Platform Reserved Rights

Platform hereby reserves the absolute right to:

• Remove, modify, or reject any listings that fail to meet Platform's quality standards

• Immediately suspend or terminate Vendor's access for violations of safety standards or this Agreement

• Modify, reject, or remove listings at Platform's sole and absolute discretion

• Implement additional quality control measures as deemed necessary

9.2 Performance Standards

Vendor acknowledges that Platform may establish and modify performance standards, quality metrics, and customer satisfaction requirements, and Vendor agrees to comply with such standards as a condition of continued participation on Platform.

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10. Liability Limitations and Indemnification

10.1 Platform Liability Limitations

Platform's liability hereunder is expressly limited to the technical facilitation of Bookings. Platform hereby disclaims all liability and shall not be responsible for:

• Any actions, omissions, or conduct of Vendor

• The quality, safety, or performance of any Experiences

• Any injuries, damages, or losses suffered by Customers

• Any negligence or misconduct by Vendor

• Business disputes between Vendor and Customers

• Any direct, indirect, incidental, consequential, special, or punitive damages

In no event shall Platform's total liability to Vendor exceed the total amount of booking revenues collected on Vendor's behalf in the three (3) months immediately preceding the claim. This limitation shall survive termination of this Agreement.

10.2 Vendor Indemnification Covenant

Vendor hereby agrees to indemnify, defend, and hold harmless Platform, its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, damages, losses, costs, liabilities, and expenses (including reasonable attorneys' fees and court costs) arising from or relating to:

• Vendor's conduct or delivery of Experiences

• Any injury, damage, loss, or harm to Customers or third parties

• Any breach or violation of this Agreement by Vendor

• Any legal action or proceeding related to Vendor's business operations

• Non-compliance with applicable laws, regulations, or safety standards

• Any intellectual property disputes relating to Vendor's Content or business operations

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11. Termination

11.1 Termination Rights

Either party may terminate this Agreement upon seven (7) days prior written notice to the other party.

11.2 Immediate Termination

Platform may terminate this Agreement immediately, without prior notice, upon occurrence of any of the following events:

• Material violations of safety standards or requirements

• Non-compliance with applicable laws or regulations

• Substantial Customer complaints or negative feedback

• Material breach of any provision of this Agreement

• Vendor's insolvency, bankruptcy, or cessation of business operations

11.3 Effect of Termination

• Outstanding payments for completed Bookings shall be honored and processed notwithstanding termination

• Upon termination, Vendor shall immediately cease all representations of association with Platform

• Platform may retain and utilize anonymized data and reviews for internal business purposes

• All Vendor Content may be removed from Platform following termination

• Vendor shall return or destroy all Confidential Information as defined in Section 8

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12. Dispute Resolution and Governing Law

12.1 Governing Law

This Agreement shall be governed by, construed, and enforced in accordance with the laws of India and the Information Technology Act, 2000.

12.2 Jurisdiction

The courts located in Mathura, Uttar Pradesh shall have exclusive jurisdiction over any disputes, claims, or controversies arising from or relating to this Agreement.

12.3 Alternative Dispute Resolution

Prior to initiating formal legal proceedings, the parties agree to attempt resolution of disputes through good faith mediation. If mediation proves unsuccessful, disputes shall be resolved through binding arbitration conducted in Mathura in accordance with the Arbitration and Conciliation Act, 1996.

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13. Digital Execution and Record Maintenance

13.1 Electronic Agreement Validity

Digital acceptance and execution of this Agreement shall constitute a legally binding agreement under the Information Technology Act, 2000. Platform shall record and maintain the following information for audit and legal purposes:

• IP address from which Agreement is executed

• Date and timestamp of execution

• Browser details and device information

• Digital signatures and identifying information

13.2 Electronic Records

All electronic records maintained pursuant to this Agreement shall constitute valid and admissible evidence in any legal proceedings.

13.3 Record Maintenance

Platform will endeavour to maintain comprehensive records of the following matters but shall not be liable for any losses resulting from incomplete or unavailable records:

• Agreement execution and acceptance details

• Complete transaction histories and payment records

• Communication logs and correspondence

• Booking confirmations, modifications, and cancellations

• Customer feedback and dispute records

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14. General Provisions

14.1 Entire Agreement

This Agreement constitutes the complete and exclusive statement of the agreement between the parties and supersedes all prior negotiations, representations, agreements, and understandings, whether oral or written.

14.2 Amendment

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

14.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.4 Waiver

No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default.

14.5 Force Majeure

Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, government actions, war, terrorism, or pandemic conditions.

14.6 Notices

All notices required hereunder shall be in writing and delivered via email to the addresses provided during registration, with copies sent via WhatsApp where applicable.

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15. Agreement Execution and Confirmation

By submitting the onboarding form and selecting the confirmation checkboxes below, Vendor hereby acknowledges, represents, and agrees that:

1. Vendor has read, understood, and agrees to be legally bound by all terms and conditions of this Agreement

2. The individual executing this Agreement has full authority and capacity to bind Vendor to these terms

3. Vendor consents to receive communications via email and WhatsApp

4. Vendor understands that IP address, timestamp, browser details, and digital signatures will be recorded for audit and legal purposes

5. Digital execution of this Agreement constitutes a legally binding commitment under the Information Technology Act, 2000

6. Vendor possesses all necessary licenses, permits, certifications, and legal authority to conduct business and provide the listed Experiences