DIRECT SELLER AGREEMENT

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Role Of Direct Seller Agreement

This Agreement is entered into between Carmer, a partnership firm incorporated under the Partnership Act, 1932 and having its office at D-69B Swarn Park, Mundka, Delhi hereinafter referred to as the “Firm” on the one part AND Any user/person who buys the product and/or Services Package of the Firm and willing to work with the Firm by accepting the Terms and Conditions, as specified herein below, and further resell it hereinafter referred to as the "Direct Seller" on the other part.

(The CARMER and DIRECT SELLER COMBINE is hereinafter collectively referred to as “Parties” and individually as “Party”.)

2. Recitals
WHEREASthe Direct Seller represents and warrants that the marketing program and the compensation plan, its limitations and conditions have been understood clearly by him /herand, the Direct Selleris not relying upon any representation or promise that is not contained in this Agreement or other official Companymaterial.

WHEREAS the Direct Seller represents and warrants that the marketing program and the compensation plan, its limitations and conditions have been understood clearly by him /her and, the Direct Seller is not relying upon any representation or promise that is not contained in this Agreement or other official Firm material. AND WHEREAS Direct Seller shall be a person who submits a properly filled in online application on the requisite format as provided on Firm website and such application is electronically submitted subject to Terms and Conditions and FAQ’S given on our website. In consideration of the same, physical products or services would be delivered as mentioned against each and every products/services.

AND WHEREAS Direct Seller for promotion of our Business shall act and be as an independent contractor and shall not have any authority to bind the Firm for any obligations whatsoever.

AND WHEREAS Direct Seller is not an Partner or any other Legal Representative of the Firm or its service provider.

AND WHEREAS The relationship between the Firm and Direct Seller is governed by the Terms and Conditions as laid down in this agreement and will come into being only when this Agreement is agreed and accepted online by any Direct Seller and this Agreement shall remain enforceable during its existence unless it is terminated due to non - fulfillment of its conditions.
NOW THEREFORE THIS AGREEMENT WITNESSES AS UNDER:

IN CONSIDERATION OF THE PROMISES AND COVENANTS CONTAINED HEREIN, THE CARMER AND DIRECT SELLER COMBINE AGREE AS FOLLOWS:

1. Product: The purchased Product would be delivered after the registration process is over and the purchase amount is paid by any legally viable means as provided by the Firm.

2. Term. The term of this Agreement is one year and shall commence from the day the application of the Direct Seller on the requisite format is received online by the Firm, subject to the consideration received or to be received within the specified period. The term of the Agreement may be continued automatically by the Firm for another same period when Direct Seller fulfils the conditions of the Firm. Please note failing to fulfill the conditions for two successive years would lead to termination of the contract.

3. Termination. It is mutually agreed between the parties that:
(a). In case of any dispute only latestinformation on our website will be used.
(b). Any lawsuit or bad propaganda against the Companyby anyDirect Sellerwillimmediately disallow all pending, forthcoming as well as ongoing incentiveswithout any notice.
(c). If we find any Direct Sellerinvolved in misguiding/spreading misunderstanding tootherDirectSellers about the Company'srules/policies/activities/functioning directly or indirectly, would amount to immediate suspension of all pending, forthcoming as well as ongoing incentiveswithout any prior notice.
(d). Companyreleases the earned Incentivesonly to theDirect Sellers who are 18years of age and their PAN is received by us. If you have not acquired the age of 18 or not have sent a photocopy of your PAN card, you are not entitled toreceive anyincentives.
(e). It is the duty of all the Direct Sellers to follow all the Terms and Conditions.We are a IndianCompanyset up for providing Product/Services. It is neitherpossible for us to have any control nor have any way to know for any violationdone by anyDirect Sellerunless we receive any complaint. Any action for any violation as indicated on ourWebsitewould be initiated only after receiving a genuine complaint where the matter seems to lie in our jurisdiction. However, all our Direct Sellers are independent so they are responsible for their own wrong doings in their respective jurisdiction/States/Provinces/Countries andthe affected Direct Sellers/or deemed to be Direct Sellers can directly take legal action against these wrong Direct Sellers directly in their respective jurisdiction.
(f). Only information available at our website related toCompanyshould be given to other Direct Sellers/Guests for promotion of Business. Any Direct Sellerviolating this will not be allowed to promote our Business/anymore and his/her all pending, forthcoming as well as ongoing incentiveswill immediatelybe stopped.
(g). The contract/agreement would automatically be renewed on the completion of the conditions as given on our website.
(h).Direct Sellers are strictly warned not to pay or accept, as the case may be, any cash payment to/fromotherDirect Sellers orCustomers.Personal andPayment information must be verified by the Direct Sellerbefore signing the DECLARATION on the Invoice Form. Direct Sellers must keep a photocopy ofthe InvoiceForm.The original Invoice Form and cost of the Product orreference of payment made has to be sent to the Company. Companywill notbe responsible if any payment is made/acceptedto/byanyDirect Sellerthrough any modeother than prescribed by the Company, andCompanywillnot be responsible for any loss (if any). The Direct Sellerhimself/herself willbe responsible for any such loss (if any).
(i). Direct Sellers residing outside India are not allowed to earn any Incentiveswithin India.
(j). All seniorDirect Sellers are expected to promoteBusinesswithfullzeal and enthusiasm onregularbasis and expected to periodically organize Product/business Plan meetings andbusinessbuilding seminars. Development Programme in a month should be conducted/organised toteach/traintotheirteamaboutthe existing Terms andConditions/FAQs/Updates/Changes on our website and Development of various required skill for promotion of theBusiness.
(k). It is the duty of theDirect Sellerto provide correct information and follow all the rules of theCompany. Also it is the duty of the Direct Sellerto verify all theinformation given to him by visiting our Companywebsite. Companywill notbe responsible for any wrong information given by Direct Sellerwhich isaccepted without verification. However, if a written complaint against theDirect Selleris send to us about promoting wrong information, this may amount to warning or termination from the Business of thatDirect Sellerwithout any compensationsubject to verification of the complaint. Any loss occurred to anyonedue to wrong information provided by the Direct Sellerwould be the responsibility of the Direct Sellers.Companywill not be responsible if anybody has purchased our product by accepting wrong information,i.ewithout verification from Companywebsite.
(l). Any sale done against the Terms and Conditions of the Companyby way of misrepresentation or otherwise solely for the purpose of earning incentives isnot allowed and any Legal problem or losses arises due to this will completelybe the responsibility of the Direct Seller.
(m). Any“Direct Seller”cannotjoin/commence any other Business of similar nature directly or indirectly or through any other closely related family persons or any entity controlled by himself/herself during thesubsistence of this contract or for a period ofatleastthree monthsafter the expiry of his/her agreement with theCompany. Even after expiry of three monthssuchDirect Seller(ifany)cannotwork with the existing Direct Sellers of theCompanyforconducting/commencing the Business of similar nature. Violation of this will be viewed as a serious misconduct and will be subjected to severe legal action tobe taken by the Companyand directly by the affectedDirect Sellers bothunder the Civil Law and Criminal Law.
(n). NoDirect Sellerin any circumstances is allowed to use OtherDirect Sellers forconducting/commencing any Business of any nature during or after expiry of his contractual agreement with. Violation of this will be viewed as a serious misconduct and will be subjected to severe legal action to be taken by the Companyunder the Civil Law and Criminal Law.
(o). If we receive any complaint from our Direct Sellerthat any one of our existing Direct Sellers is involved in misguiding/spreading misunderstanding about the Company's rules/policies/activities/functioning directly or indirectly or violating,Companyreserves the right to change the Business Plan in case Govt. Policy/Law in force changes.
(p). Selling Direct Sellers are strictly warned not to accept/collect any cash payment from any other person on behalf of theCompany. If any Direct Sellerfound indulged into this, then he/she would be terminated from his/herposition and/or his/her other closely related family position or any entity controlled by himself/herself immediately and all the pending, forthcoming as well as ongoingincentiveswith respect to these positions will be stopped without any notice.
(q). Each and every Direct Sellerwho has generated incentivesincome must satisfy to the Companythat he has actually rendered services for the incentivesearned, failing which the Incentivesearned would be denied.
(r). Even if the Direct Sellerhave quit the Companyor have been terminated due to any reason, he/she would be liable for any Business developed/Sale madeagainst the Company’s policy or by way of any misrepresentation, cheating or fraud.Companywill not be responsible fortheirsuchacts.
(s). Even if the Direct Seller have quit the Firm or have been terminated due to any reason, he/she would be liable for any Business developed /Sale made against the Firm’s policy or by way of any misrepresentation, cheating or fraud. Firm will not be responsible for their such acts.

4. Obligationsof the Direct Seller Direct Selleris not authorized to make any other promise to prospectiveDirect Sellers other than those made by theCompanyon its website, under this Agreement and in other official Companymaterial relating to this Agreement. The Companyshall not be liable for any act of omission or incentives, misrepresentation, false commitment and promises made by any Direct Sellerto the prospective Direct Seller/User while introducing the Product/Package/Services of the Company.
At the time of Agreement, if any Direct Sellerwhile trying to enter into Agreement with the prospective Direct Sellermakes some false commitment, misrepresentation and promises such prospective Direct Sellercan write a complaint against theDirect Sellerto theCompany.Companywill take appropriate action against suchDirect SellerbutCompanyshall not be responsible and liable for such acts ofDirect Seller.The specificlegalobligationsof theDirect Sellerbut not limited to the same as applicable under the law are listed as below:
i. You are authorised to appoint further Direct Sellers as part of your team.
ii. You are obligated to abide by the Remuneration plan as per plan on website and is subject to change without prior notice.
iii. Do not prepare/distribute any literature/advertisement without Company’s writtenpermission(newspaper/print/online/whatsappetc).
iv. Do not provide wrong commitment or misleading factual representation to prospective client. Only inform the actual facts
v. Ensure that thedirectsellers in your team/group donotprepare/distribute any literature/advertisement without Company’s written permission (newspaper/print/online/whatsappetc).
vi. Ensure that direct sellers in your team/group have before starting for sales,attended orientation program and training which is mandatoryfor all.
vii. Actual information of customers in your team should be shared withCompany. In no case any Direct Selleror his team member would provide wrong or incompleteinformation for any sales.
viii. You are prohibitedto induce or provide wrong commitment to existing direct sellers of your team or other teammembers.
ix. Ensure that no wrongdoing/breach of contract terms is done by any other direct seller in your presence/knowledge.
x. If anyone induces you to work with him as direct seller, inform immediately to Company.
xi. Ensure that there is no cash mismanagement by you or your team members.
xii. If any seniors/management people ask you to do any wrongful act, inform immediately to Company.
xiii. You have to submit filled purchase form, along with customer ID proof witnessed by you to Company. In case purchase form is missing, note all personal detailson a paper and ask customer to write that he has understood the packagecompletely and submit this copy.
xiv. Any wrongly filled Purchase form attracts and not limited to a minimum penalty of Rs. 1000.
xv. You have to submit your bank and PAN details before generation of any compensation.


5. Business Direct Seller will be entitled to participate in the Company’s Business Productmarketingprogram of the Companyupon acceptance of an application by the Company.Direct Sellerunderstands that to earn Incentivesin the program, Direct Selleris responsible for generating business with proper guidance and training of theCompanyand strictly as per the Terms and Conditions of the Company.Direct Sellerhaving applied to participate in the Company's web based businessprogram ["Program"], understands that he/she/it will be bound by the Terms and Conditions/Contract hereof, once such application is submitted online and accepted by the Company.Direct Selleris responsible for getting training by himself/herself from theCompanyand training those who are referred by participation in the program also facilitating them for attending Company periodically organized Training Programmes.Direct Sellershall be solely responsible for payment of his/her taxes and other levies [central or state] in general course of his self-employment as independent DirectSelleror Company's web based program as per the laws and rules governing his/herProvince/State/Country.Direct Sellers agree that in India the revenue earned during the fiscal year will be liable to tax deduction at source at such rates as applicable in accordance with the Income Tax Act, 1961 or rules, amended from time to time.Direct Sellerat his/her/its own expense, will make, execute and file all such reports and obtain such licensesas are required by law or public authority with respect to this Agreement. TheCompanyis notresponsible forillegalsubmissions/representations made by any Direct Seller.Direct Sellershall be responsible to keep him/her aware of any change[s] modification[s] in the existing Agreement/Contract or change in the compensation plan, rates, prices and charges.Direct Selleragrees that the Companymay from time to time modify the existing Agreement or change in the compensation plan,marketing plan,rates, prices and charges in order to make it applicable to all Direct Sellers.Changes/Modifications shall be deemed to have been enforcedby theCompanyonce such changes are posted onthe Companywebsite. It isDirect Seller's responsibility to keep visiting Company's website (at least once a week) for recentdevelopments. These changes/updationsand new developments will be applicable to all the Direct Sellers.

6. Cross Sponsoring/Cross Recruiting. Direct Sellerunderstands that cross sponsoring, cross recruiting and cross line jumping are prohibited in the Company's Business Program. This may result in the imposition of penalty/suspension/cancellation/revocation of his/her Product/Services and as more fully set forth hereafter, but may include immediate termination from Business Programme without passing of any benefits or revenue/pay out payable tosuch Direct Seller/prospective applicant."Cross sponsoring" means soliciting Direct Selleror any closely related person or entity into an organization different from theexisting organization for that Direct Seller, or a closely related person or entity."Cross jumping" means an associated or any closely related person or entity voluntarily taking a business that isnot in the same down line as the one in which the Direct Sellerfirst was placed."Closely related person or entity" is any person in the household of the Direct Seller[e.g. Spouse, Son, Daughter, Parents] or any Legal entity which is controlled by theDirect Seller.

7. Income Representation. Direct Seller /User is not entitled to any profit solely on the ground that he/she has introduced another person as Direct Seller to the program. There is no guarantee under this program that the Direct Seller will drive any specific income or profit. Any income that Direct Seller earns under this program is determined by Direct Seller's personal activity/efforts as an independent Direct Seller. The Direct Seller shall not make any income representations except those set forth herein or otherwise specifically set forth in official Firm's material. Direct Seller understands that the revenue earned through the Firm is not the only source of his/her income and any other income derived will be disclosed to the authority on his/her own account and the Firm shall not be responsible for revenue earned by the Direct Seller other than what is earned from the Firm.

8. Liability Disclaimer. The Product may have inaccuracies or errors. The Firm and /or its respective suppliers make no representations about the suitability, reliability, timeliness and accuracy of the Product. All such information, software, products, services any related graphics are provided "as is" without warranty of any kind. The Firm and/or its respective suppliers hereby disclaim all warranties and conditions with regard to the Product including all implied warranties and conditions or merchantability, fitness for a particular purpose, title and non-infringement. . The Firm and/or its suppliers shall not be liable in any event for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of the use or performance of the Product.

9. Association The Association of the Firm and its Direct Sellers is on principle to principle basis. Direct Seller agrees that no joint venture, partnership, employment, or agency relationship exists between Direct Seller and the Firm as a result of this Agreement or use of the Product.

10. Information About Direct Sellers For the purpose of registration before participating in the Firm business program, the Direct Seller is required to furnish the complete and accurate information in the prescribed format to the Firm and also keep updated in case of any change.

11. Rejoining Direct Seller may voluntarily terminate his participation from Business programme by giving one month written notice to the Firm at any time for any reason. If the Direct Seller terminates his participation from Business programme then such Direct Seller shall not be allowed to become Direct Seller again for a period of Six month. If Direct Seller rejoins on line in violation of this policy then such Direct Seller shall be terminated from the new Business programme and he/she shall not be allowed to earn any revenue/pay out from the new position and that Agreement/Contract shall be treated null and void ab-initio.

12. Indemnity Applicant/Direct Seller hereby indemnify and to keep the Firm fully and effectively indemnified against any action, liability, cost, claim, loss, damage, proceeding or expense [including Legal fees, costs and expenses on full indemnity basis] suffered or incurred arising out of or connected with the user's conduct, misuse of Cash Payment/Demand Draft/Credit Card/Debit Card or any act of Applicant/Direct Seller whether directly or indirectly or against any violation of this Agreement.

13. Security/Confidentiality Agreement Each Direct Seller hereby, agrees to keep any Firm passwords and other secure accesses information confidential and notify the Firm promptly if the Direct Seller believes that the security of an account has been compromised. The Firm has taken reasonable steps to protect the security of online transactions. However, the Firm cannot and does not warrant such security and will not be liable for any losses or damages resulting from any security breaches.

14. Participation And Disclaimer Important-Read Carefully:Be sure to carefully read and understand all of the rights and restrictions described in thisDirect SellerParticipation, Disclaimer, Terms & Conditions and FAQs (Frequently Asked Questions). Direct Sellerwill be asked to review and either accept or not accept the terms hereof.


(a). Direct Seller/User checking the CHECK BOX and submitting it during the Registration process while purchasing the products/services online is a symbol of your signatures that you accept the terms of theDirect SellerParticipation and Disclaimer.ThisDirect SellerParticipation and Disclaimer is abindingContract between you [either an individual, Companyor alegalentity] and theCompanyand you are bound by the Terms and Conditions of this Agreement/Contract.

(b). To become Direct Selleryou musthave completed at least 18 years ofage.

(c). For protection/safeguard of Company's Business/and to deal Legally with anti-Companyactivities of the Direct Sellers the Companyreserves the rightto modify the Terms of Participation by the Direct Selleror prospective applicant for online Registration at any time and without prior notice to itsDirect Sellers/Users/Prospective applicants. The effect of such modification will be retrospective. The services may be temporarily unavailable from time to time for maintenance or other reasons.

(d). For the avoidance of any doubt, under any circumstances, the Company will not refund its Direct Sellers/Users/Prospective applicant any consideration paid by them towards any products or services of the Company.

(e). Web Site Security Rules: Direct Sellers are prohibited from violating or attempting to violate the security of the Company and its site, including without limitation to:

i. Accessing data not intended for you or logging into a server or account which you are not authorized to access

ii. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication, measures without properauthorization.

iii. Attempting to interfere with service to any Direct Seller/User, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing", or

iv. Sending unsolicited information, including promotions and/or advertising of products or services.


(f). As a policy of General Rules, you will not use the Company Website namely to transmit, distribute, store or destroy material in violation of any of the terms detailed herein this Agreement.

(g) The Company is not responsible for any misuse or information or material provided, However the Direct Seller/User is responsible for any inaccurate information published on the registration form or any other material supplied to the prospective applicants.

(h). If the Company believes in its sole discretion that any material information which may create liability for the Company, the Company may take any action that it deem prudent or necessary to minimize or eliminate its potential liability. The Company reserves the right to send you emails. The Company reserves the right to send the Direct Seller emails based on any information you have provided to us, or any information not related to the information you have provided to us. Any such email sent by the Company is not spamming, illegal or unsolicited.

(i). If Direct Seller/user chooses to delete his/her profile and/or terminate the Business relationship with the Company, his /her profile will not appear in any search results. However, the Company keeps the right to continue sending his/her emails in other fields, despite termination of Business relationship.

(j) Direct Seller further agree that the Company reserves the right to suspend the payment of or forfeit the pay out of such Applicant[s]/Direct Seller [s] whose association are liable to be terminating them from Business programme for committing such actions which are declared to be prohibited under this program or for non fulfillment of any other action or terms or conditions under this program.

(k) The Firm at any point of time during the progressive running of the Web based business program by the Direct Seller or its prospective Direct Sellers reserve the right to terminate from Business Programme without any prior notice or assigning any reasons thereof to such Direct Sellers/Applicants who joined under this program and are found guilty or are directly or indirectly indulge in recruiting their immediate family member or close relatives under their program by way of cross sponsoring/cross line jumping as embodied in the User Agreement policy and further participating in the organization of their own immediate family members/close relatives contrary to the Firm's web based business program.

(l) (l) It is also agreed that the Firm reserves the right to suspend the payment of or forfeit the pay out of such Applicant[s] /Direct Seller[s] whose Business association is liable to be terminated for committing such actions which are declared to be prohibited under this program or for non fulfillment of any of the action or terms or conditions under this program.

(m) Exclusion of all damages to the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any consequential, incidental, direct, indirect, special, punitive or other damages whatsoever [including, without limitation, damages for any injury to person or property, damages for loss of profits, business interruption , loss of business information, for loss of privacy for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any pecuniary or other loss whatsoever arising out of or in any way related to the use of or inability to use the web site, whether based on contract, tort, negligence, strict liability or otherwise, even if the Company or any supplier has been advised of the possibility of such damages. This exclusion of damages shall be effective even if any remedy fails of its essential purpose. You will indemnify and hold harmless the Company, its Directors, Officers, Employees, Agents and third parties from and against any claims, liabilities, losses, costs, damages or expenses [including attorney's fees arising from misrepresentation on the part of Direct Seller.


AGREED AND ACCEPTED BY: