Confidential

MARKETPLACE AGREEMENT
GENERAL TERMS AND CONDITIONS
These terms and conditions (the "Terms") are applicable to any person (the "Seller") who has entered into a marketplace agreement (Special
Conditions) with Lazada for the use of the Services, the lazada.com.my website or any other Internet domain property or mobile app of Lazada
(the "Platform") or the Lazada Seller Center (the "Seller Center") for the purpose of transacting in goods or services.

ECART SERVICES MALAYSIA SDN BHD (company no. 983365-K), with its registered office at Unit C-12-4, Level 12, Block 2, Megan Avenue II, 12
Jalan Yap Kwan Seng, 50240 Kuala Lumpur, Malaysia ("Lazada". Lazada and the Seller may be referred to as a "Party" individually and,
collectively, as the "Parties") reserves the right to change any of the terms and conditions contained in these Terms or any fees, procedures,
Policies governing the Services (including Schedule A to the Special Conditions), the Platform or the Seller Center, at any time and in its sole
discretion. Any changes will be effective upon posting of the revisions on the Platform or the Seller Center. All notice of changes to these Terms
will be posted on the Seller Center for fourteen (14) days. The Seller is responsible for reviewing the notice and any applicable changes.
Changes to referenced Policies may be posted without notice. The Seller's continued use of this Platform and the Services following Lazada's
posting of any changes will constitute the Seller's acceptance of such changes. If the Seller does not agree to any changes to these Terms, or to
the procedures or Policies, the Seller will not continue to use the Services, the Platform or the Seller Center (except to the extent required herein)
and the Seller Agreement will be terminated.

Use of the Services, the Platform and the Seller Center is limited to parties that can enter into and form contracts under applicable law. The Seller
represent and warrant that: a) it is, and will remain at all times, a business duly organized, validly existing and in good standing under the laws of
the country in which it is registered; b) it has all requisite right, power and authority to enter into the Seller Agreement and perform its obligations
hereunder; and c) any information provided or made available to Lazada or its Affiliates is at all times accurate, up to date and complete.

1. Definitions
(a) Additional Services Fee: the amount indicated as remuneration of any Additional Service that may be agreed to by the Parties in the
Special Conditions. The amount so indicated is net of all taxes and fees applicable by Law or otherwise agreed herein.
(b) Affiliate: any entity directly or indirectly controlled by, or controlling, a Party or any affiliate or subsidiary thereof.
(c) Buyer: a third party purchaser of a Product on the Platform.
(d) Buyer Agreement: the agreement between the Seller and the Buyer concerning the supply of Products in fulfilment of an Order,
confirmed by way of the status of the Order being indicated as “delivered” in the Seller Center.
(e) Cancellation Penalty: the amount indicated in the Special Conditions as penalty for a Cancelled Order.
(f) Cancelled Order: an Order cancelled or rejected by the Seller, or cancelled due to the Seller's lack of compliance with any provision of
these Terms.
(g) Claim: any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
(h) Commission: the percentage of the Listing Price of a Fulfilled Buyer Agreement indicated in the Special Conditions depending on the
category the Goods fall under.
(i) Confidential Information: any data or information that is proprietary to Lazada or its Affiliates and not generally known to the public,
whether in tangible or intangible form, whenever and however disclosed.
(j) Content Material: product information, text, images, and any other relevant or legally required information relating to the Goods,
including third party and the Seller's trade marks and other IP rights related materials.
(k) Default Fee: a fee payable with respect to a Cancelled Order, calculated based on:
i. the Cancellation Penalty specified in the Special Conditions, and
ii. if applicable, any Additional Services Fee.
(l) Delivery Note: is defined in Section 7 of the Terms.
(m) Drop-Shipping: is defined in Section 7 of the Terms.
(n) Failed Delivery: an Order that cannot be successfully executed due to: i) the delivery address on the Order being incorrect; ii) the Buyer
not being at the delivery address to accept the Product; or iii) the Buyer refusing to accept the delivery of the Product.
(o) FBL Goods: is defined in Section 9 of the Terms.
(p) FBL Request: is defined in Section 9 of the Terms.
(q) Force Majeure: any event or cause beyond a Party’s reasonable control such as, but not limited to: i) act of God, explosion, flood,
tempest, fire or accident; ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition, act of terrorism or civil unrest; iii)
Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local
authority; iv) import or export regulations or embargoes; v) interruption of traffic, strikes, lock-outs or other industrial actions or trade
disputes (whether involving employees of Lazada or of a third party); and vi) health epidemics declared by the World Health
Organization.
(r) Fulfilment By Lazada: is defined in Section 7 of the Terms.
(s) Fulfilled Buyer Agreement: an Order the status of which is showing as "Delivered" in the Seller Center.
(t) Fulfilment Model: the model of Order fulfilment of the Goods agreed to by the Parties.
(u) Good: an item owned by the Seller and listed by the Seller for sale to Buyers on the Platform.
(v) Handling Fee: a fee payable under the Fulfilment By Lazada model for handling the Goods in the location designated by Lazada
(inbound receive and putting away, outbound picking and packing, Buyer return processing) and packaging materials.
(w) Inadequate Product: any wrong, faulty, defective, damaged, non-compliant Good or Product (excluding any Good or Product
damaged due to mishandling by Lazada or the Buyer), or a Good or Product that has been publicly or privately recalled, in
accordance with the Policies.
(x) IP rights: is defined in Section 16 of the Terms.
(y) KLRCA: is defined in Section 18 of the Terms.
(z) Listing Price: the price indicated by the Seller for the sale of the Goods on the Platform. For the avoidance of doubt, the Listing Price is
the price that appears on the Platform page specific to each Good and includes any applicable tax by Law but excludes any coupons
or other unilateral discounts provided by Lazada to Buyers.
(aa) Order: the request placed by a Buyer through the Platform to purchase a particular Product.
(bb) Payment: the Sales Proceeds minus any sums owed by the Seller under the Seller Agreement and subject to any chargeback, reversal
or withholding for anticipated claims in accordance with these Terms.
(cc) Payment Fee: a fee, calculated on the basis of a percentage of the Listing Price of a Product.
(dd) Personal Data: any personal information as defined by the applicable personal data protection laws and regulations in Malaysia,
including Lazada employees, agents, consultants and Buyers.
(ee) Personal Data Claims: is defined in Section 15 of the Terms.
(ff) Policies: the rules, guidelines, terms and conditions, etc. applicable to sellers and buyers for the use of the Services, Platform, Seller
Center and other Lazada properties as they may appear on the Platform or the Seller Center or be communicated from time to time by
Lazada.
(gg) Product: the individual item ordered by the Buyer among the Goods.
(hh) Replacement Value: the amount owed to the Seller by Lazada in case Goods held by Lazada under the Fulfilment By Lazada model
are wrongly delivered, damaged or lost. The Replacement Value is determined by Lazada and corresponds to the lowest of the
invoiced value of the Good to the Seller by the Seller's supplier, or the Listing Price minus the Commission at the time the wrong delivery,
damage or loss occurs.

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(ii) Returned Product: the return of a Product to Lazada by the Buyer in accordance with the Policies, including Inadequate Products. The
Seller will retain, or take back from the Buyer, ownership, title (and risk, unless the Product is Fulfilled By Lazada and is under Lazada's
care) of all Returned Products.
(jj) Sales Proceeds: the gross proceeds from any sums paid by a Buyer for a Product, including all shipping and handling and other charges
(when separately invoiced to the Seller by Lazada), but excluding any taxes separately stated and charged, which have been
received by Lazada and are held in a Lazada bank account.
(kk) Sales Traffic Activities: is defined in Section 12 of the Terms.
(ll) Seller Agreement: the agreement between the Parties regarding the Services, comprising of the Special Conditions, any schedules
thereto and these Terms.
(mm) SEM: is defined in Section 12 of the Terms.
(nn) Service Fee: the fee for the Services, which is calculated based on:
i. the Commission, the Payment Fee and the Shipping Fees, and,
ii. if applicable, any Default Fee, and Additional Services Fee.
For the avoidance of doubt, coupons or other unilateral discounts provided by Lazada to Buyers are not considered in the Service Fee
calculation, and any taxes, including GST, payable as regards the Services, will be paid by the Seller.
(oo) Services: the services provided under the Seller Agreement are classified as:
i. General Services consisting in: i) the listing and publishing of Content Materials regarding the Goods; ii) the selling of the Goods
on the Platform, iii) Buyer care services; iv) Order verification; v) management of deliveries and returns; vi) collecting,
reconciling and executing all Sales Proceeds as a payment processing agent for the Seller; and (vii) other services ancillary to
the Services; and
ii. if applicable, Additional Services that Lazada may agree to provide to the Seller, including Fulfilment By Lazada.
(pp) Shipped Date: the date a Product is picked up by a carrier from the Seller for delivery to a Buyer, as indicated in the Seller Center.
(qq) Shipping Fee: the fee for shipping the Products to the Buyer.
(rr) Special Conditions: the agreement signed by the Parties for the provision of the Services.
(ss) STA: is defined in Section 12 of the Terms.
(tt) Storage Fee: a fee payable under the Fulfilment By Lazada model, for storing the Goods in the location designated by Lazada, which
fee varies based on whether the Goods are stored in a normal storage area or in a cold room (as agreed by the Parties).
(uu) Working Day: a day other than Saturday, Sunday, or a national public holiday in Malaysia.

2. Services
A. Lazada agrees to provide the Services to the Seller and will invoice the Seller the Service Fee.
B. Lazada provides a platform for third-party sellers and buyers to complete transaction. Except as set out in the Seller Agreement, Lazada is
not involved in the actual transaction between the Seller and the Buyers. It is up to the Seller to accurately describe the Goods. The Seller
uses the Services, including the Platform and the Seller Center, at its own risk.
C. By registering for or using the Services, the Seller authorizes Lazada to act as its agent for purposes of processing payments, refunds and
adjustments for its Orders, receiving and holding Sales Proceeds on its behalf, remitting Sales Proceeds to its bank account, and paying
Lazada and its Affiliates amounts the Seller owes in accordance with the Seller Agreement or other agreements it may have with Lazada or
its Affiliates. As a payment processing agent, Lazada will have no responsibility with respect to the legality of transactions occurring
between the Seller and Buyers and the Seller undertakes that all payment transactions are in compliance with the laws of Malaysia
(including anti money-laundering regulations).
D. The Seller agrees that Buyers satisfy their obligations to the Seller as regards their transactions when Lazada receive the Sales Proceeds.
Lazada's obligation to remit funds received by it on the Seller's behalf is limited to the Payment.
E. Lazada will provide to the Seller information in relation to each Order for Goods made through the Platform.
F. Lazada will provide support services to the Seller by way of coordinating and answering Buyer enquiries and processing returns.

3. Sales Proceeds - Payment

A. Sales Proceeds will represent an unsecured claim against Lazada. Lazada may combine Sales Proceeds and Payments with the funds of
other users of its services. The Seller will not receive interest or any other earnings on Sales Proceeds or Payments.
B. Unless otherwise agreed in writing, Payments will be made by Lazada to the Seller on a fortnightly basis.
C. Lazada may delay, suspend or cancel any Payment in case the Seller breaches any term of the Seller Agreement or Buyer Agreement and
any Payment made to the Seller will not in any way be considered as a waiver of Lazada's rights.
D. If Lazada concludes that the Seller's actions and/or performance in connection with the Seller Agreement or the Buyer Agreement are likely
to result in Buyer disputes, chargebacks or other third party claims, or if there are any sums owed by the Seller to Lazada, then Lazada may,
at its sole discretion, withhold any Payments for the shorter of: a) a period of ninety (90) days following the initial date of suspension; or (b)
the completion of any investigation regarding the Seller's actions or performance.
E. Lazada reserves the right to impose limits on Order or transaction values, on Buyers or on the Seller and will not be liable if: (a) Lazada does
not proceed with an Order that would exceed said limit; or b) Lazada allows a Buyer to cancel an Order because the Platform or the
Goods are unavailable following the commencement of a transaction.
F. Without prejudice to any other rights and remedies which Lazada has against the Seller, if any sums payable by the Seller to Lazada under
the provisions of the Seller Agreement shall become due and be unpaid, the Seller shall pay to Lazada interest on such overdue sum at the
rate of eight per cent (8%) per annum, such interest shall be calculated on daily basis from the date on which such money falls due for
payment to the date such money is actually received by Lazada (as well as after judgment).

4. Seller Undertakings
A. By having Goods listed on the Platform the Seller undertakes, represents and warrants to Lazada and to prospective Buyers that, in its
performance under the Seller Agreement or any Buyer Agreement, directly or indirectly, that it will:
(a) comply with all applicable laws, treaties, ordinances, codes and regulations; including the Malaysian Communications and Multimedia
Content Code, anti-bribery, consumer protection, personal data protection, import and export, health, safety and environmental rules,
GST rules, etc.;
(b) comply with all Policies;
(c) be responsible for all taxes, duties, fees and other charges arising out of or associated with the Order, the Payment or in any other way
owed by the Seller under the Seller Agreement or the Buyer Agreement. Furthermore, the Seller undertakes to pay all such taxes, duties,
fees and other charges on a timely manner. To the extent required by law, Lazada will be entitled to withhold any and all taxes, duties,
fees and other charges owed by the Seller in connection with any Order, Payment or otherwise under the Seller Agreement or the Buyer
Agreement;
(d) obtain all necessary rights, licences, permits or approvals required for the sale of the Goods through the Platform prior to their listing;
(e) make sure that the listing (including the Content Materials) of the Goods is accurate, current, and complete and is not misleading or
otherwise deceptive;
(f) fulfil all Orders for Goods at their stated quantity and price to Buyers who meet Lazada's eligibility conditions;
(g) contract appropriate insurance covering its obligations thereunder and the Goods regardless of the fulfilment model chosen;
(h) provide, in the format and at such times as Lazada may require, accurate, updated and complete information about the availability
status, stock level and Listing Price of the Goods;
(i) use its best endeavours to provide the most competitive Listing Price for each of the Goods as compared to the price of the same
products listed for sale on other sales outlets in Malaysia;

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(j) give Lazada written notice of any requirement or provision of any contract that may conflict with any requirement or provision of the
Seller Agreement; and
(k) ensure that anyone filling-in or signing any document, or handling the Goods, on behalf of the Seller (other than a Lazada employee,
contractor or agent, or a third party specifically mandated by Lazada to do so) has full power and authority to do so on behalf of the
Seller and the Seller may not dispute their actions insofar as they are in apparent compliance with the Seller Agreement.
B. The Seller further undertakes, represents and warrants that it will not, directly or indirectly:
(a) sell Inadequate Products;
(b) sell counterfeit, "replica" and name brand "knock off" products or products violating any intellectual property rights;
(c) infringe on any third party IP rights;
(d) post or display any materials that exploits or otherwise exploits persons under the age of eighteen (18) years or display pornographic
materials of any kind;
(e) post or display any political or religious content;
(f) post or disclose any personally identifying information or private information about minors or any third parties without their consent or
the parent's or guardian's consent;
(g) post any content that advocates, promotes, or otherwise encourages violence against any governments, organizations, groups or
individuals or activities that leads to cruelty towards animal or in providing instruction/information or assistance in carrying out such
violence;
(h) conduct activities such as gambling, sweepstakes, raffles and lotteries or participate in any activities related to so-called pyramid or
Ponzi schemes, or any other illegal, immoral or antisocial activities;
(i) use the Platform or the Services to purchase items sold on the Platform for commercial use or for use on behalf of a third party.
(j) use, or access, input or upload on, the Platform and/or the Seller Center any material that is not directly connected with the Goods, or
permit the sublease of the Seller's account or offer "free space" on or other access to the account or the Platform to third parties;
(k) access content and information that concerns any party other than the Seller, transmit unsolicited commercial or bulk email, interfere
with the proper working of the Platform or the Seller Center, transmit any viruses, Trojan horses or other harmful code, or attempt to
bypass any mechanism Lazada uses to detect or prevent such activities;
(l) participate in any of the following actions such as reverse engineering, reverse compiling or otherwise deriving the underlying source
code or structure or sequence of any Lazada solution or technologies, deleting or altering author attributes or copyright notices, and/or
fail to obtain all required permissions when using the Platform or the Seller Center to receive, upload, display, distribute, or execute
programs or perform other works protected by intellectual-property laws; or
(m) create liability for Lazada (and its Affiliates, directors, employees, contractors, agents, subcontractors, etc.) or expose it to undue risk or
otherwise engage in activities that Lazada, in its sole discretion, determines to be harmful to Lazada's operations, reputation, or
goodwill.
C. All the aforesaid representations, warranties and undertakings will be fulfilled and will remain true and correct at all times and will subsist for
so long as necessary to give effect to each and every of them in accordance with the Terms, provided that and in the event of any of them
becoming or unfulfilled, untrue or incorrect, the Seller will promptly inform Lazada and rectify them.

5. Provisions Applicable to the Goods and to Content Materials

A. The Seller undertakes, represents and warrants that:
(a) the Goods are new (unless explicitly stated as being "Refurbished"), of merchantable quality, fit for their purpose, free from defects, and
strictly conform to their listed specifications;
(b) the Goods, their offer for sale and the Content Materials are not prohibited and comply with the laws of Malaysia (including all
minimum age, marking and labelling requirements, product warranties, specifications and performance criteria, etc.) and conform with
the lists of prohibited and restricted items in the Policies as posted on the Platform or the Seller Centre; and
(c) it has full unencumbered title in the Goods and in any materials incorporated in the Goods and all the Goods are supplied free of all
liens, charges or other security interests.
B. The Seller will provide accurate and up to date Content Materials, in English and Bahasa Malaysia, in relation with the listing of Goods on the
Platform. The Content Materials must include all text, disclaimers, warnings, notices, labels or other indications required by law to be
displayed in connection with the offer, merchandising, advertising or sale of the Goods and may not contain any sexually explicit (except
as expressly permitted in written by Lazada or allowed under applicable Law), defamatory or obscene materials.
C. Lazada has no obligation to verify the accuracy, completeness and legality of the Content Materials.
D. The Seller may not provide any Content Materials, or seek to list for sale on the Platform any Goods, or provide any uniform resource locator
("URL") marks unless the Seller has the right to publish the Content Material.
E. The Seller hereby grants Lazada a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce,
perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in
any manner, any and all of the Content Materials, and to sublicense the foregoing rights to its Affiliates, provided that Lazada will not alter
any third party trademarks.
F. Lazada retains the right to determine the use and placement of Content Materials, and the structure, appearance, design, functionality
and all other aspects of the Platform, the Services, and, if any, the Sales Traffic Activities.

6. Provisions Applicable to the Sales of Goods on the Platform

A. Notwithstanding any provision in these Terms, Lazada will have the right, in its sole discretion, to delay or suspend listing of, or to refuse to list,
or to de-list, or to require the Seller not to list, the Goods.
B. Lazada may in its sole discretion withhold for investigation and/or refuse to process any Order. Lazada may use the services of one or more
third party processors or financial institutions or such other service providers in connection with the Services.
C. The prices indicated in the Order will not be subject to any variations and, unless otherwise agreed in writing, will include fulfilment costs
(e.g., packaging, storing or delivery costs) according to the Fulfilment Model. Lazada reserves the right to reject any particular form of Order
or payment for the Goods, and not to honour or accept any discounts, coupons, gift certificates, or other offers or incentives made
available by the Seller.
D. Lazada may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any Order.
The Seller will stop and/or cancel orders of Goods if so asked by Lazada (provided that the Seller has transferred the Goods to the
applicable carrier or shipper, the Seller will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper).
The Seller will refund any Buyer that has been charged for an Order that Lazada has stopped or cancelled.
E. Lazada (directly or through a third party at its sole discretion) will bear the risk of credit card fraud (e.g. fraudulent purchases arising from the
theft or unauthorized use of a Buyer’s credit card information) occurring in connection with the Order, except with respect to: a) Orders that
the Seller does not fulfil in accordance with the Order information, or b) any fraud directly or indirectly linked with the Seller. The Seller will
bear all other risk of fraud or loss. The Seller will promptly inform Lazada of any changes to the nature or specifications of the Goods or any
pattern of fraudulent or other improper activity with respect to any of the Goods that may result in a higher incidence of fraud or other
impropriety associated with an Order.
G. Lazada may subject the Goods or the Seller to Sales Traffic Activities, use mechanisms that rate, or allow Buyers to rate or review the Goods
and/or the Seller's performance as a seller and Lazada may make these ratings and reviews publicly available.

7. Fulfilment Models
A. Orders are fulfilled under the following Fulfilment Models:
(a) Drop-Shipping: where the Seller is responsible for delivering the Products to Buyers; and

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(b) Fulfilment By Lazada: where the Seller is responsible for delivering the Goods to the location designated by Lazada, for Lazada to co-
ordinate their storage, re-packaging (if necessary) and delivery to Buyers.
B. Lazada reserves the right, in its sole discretion, to decide on specific carrier for the fulfilment of Orders, and modify, restrict or cancel the use
of any carrier at any time.
C. Unless otherwise provided in the Seller Agreement, the Seller will be responsible for all costs incurred to ship the Goods as well as the shipping
cost of any Failed Delivery or Returned Products, including cost of freight and transit insurance. Any costs assessed against or incurred by
Lazada in relation to shipping will be debited to the Seller. The Seller will also be responsible for payment of all customs, duties, and taxes
and any other charges related to the shipping and custom clearance of Goods.
D. Lazada will not be listed on any import documentation relating to the Goods and Lazada reserves the right to refuse to accept Goods and
to cancel Orders where it is listed on the import documentation and any costs, penalties, taxes or duties assessed against or incurred by
Lazada will be charged to the Seller.
E. Lazada reserves the right to restrict the destinations to which the Seller may ship Goods.
F. The Seller must comply with standard operating procedures, import procedures, weight and size restrictions, and other shipping
requirements of the carriers.
G. Any estimated shipping costs provided prior to shipment are not binding, and Seller agrees that it will be liable for: a) for the actual shipping
costs; or b) the estimated shipping costs even if the carrier determines them to be lower than the estimate submitted to the Seller.
H. Prior to shipment, the Seller will provide adequate packaging to protect the Goods and their original packaging during transport and
storage.

8. Drop-Shipping
A. The Seller will prepare and ship the Order within twenty four (24) hours from the Order being placed (taking into account Working Days),
provided that Lazada reserves the right to modify the deadline and to cancel an Order if the Seller fails to comply with the deadline.
B. The Seller will include with all Products it ships all official tax invoices required by Law. This includes the Seller's tax invoice as well as, if
applicable, a Lazada tax invoice (for services provided by Lazada to the Buyer directly)
C. Lazada may, in its sole discretion, allow the Seller to ship Goods at the Seller’s expense using discounted shipping rates that Lazada is able to
procure from any carrier. The Seller will not use the carrier account information of Lazada, including, without limitation, carrier account
number and shipping rates, for any other purpose, nor disclose such information to any third party, and the Seller will protect such
information as Lazada’s confidential information.
D. The Seller will ensure that Lazada is at all times supplied with updated Order shipment tracking information.
E. Title and risk of loss for Goods and Products will remain with the Seller, and Lazada will have no liability whatsoever related to the Goods and
Products including their shipping, storage, delivery delays, damage or loss.

9. Fulfilment By Lazada
A. The Seller may request through the Seller Center that Lazada accepts the fulfilment of certain Goods, or quantities of certain Goods, under
the Fulfilment By Lazada model.
B. The Seller will only ship for Fulfilment By Lazada the Goods and quantities thereof expressly accepted by Lazada in the Seller Center (the "FBL
Request"). The Goods will be shipped by the Seller to the location designated by Lazada in the agreed packaging and, in any case, in a
packaging guaranteeing the integrity of the delivered Goods. If Goods are required to be shipped on pallets, they will be 100x120cm and
have a maximum overall weight of 450kg. Goods can only be accepted by Lazada until 4pm on weekdays, excluding Public holidays.
Lazada will not be required to physically mark or segregate items from other inventory and Lazada may move Goods among facilities.
C. The shipping of Goods to the location designated by Lazada will be made DDP (Incoterm 2010) and will be accompanied by the printout of
the FBL Request and a delivery note (the "Delivery Note") containing the following information: name of the Seller, number of the FBL
Request, description of the Goods (including a list of codes for inbound Goods, list of bar codes for inbound Goods, warranty status),
quantity, cold storage requirement, address of the Seller and place of delivery and addressee of the Goods, as well as any other
information expressly required by Law. Any price provided on the Delivery Note or the FBL Request is for merchant's own use and does not
have a bearing on the Listing Price or the determination of their replacement value.
D. Lazada reserves the right to refuse to accept the delivery any FBL Request shipment or any Goods deemed unsuitable. Lazada may return
at the expense of the Seller, or dispose of, any such unsuitable Goods in the following cases: a) immediately if Lazada determines in its sole
discretion that the Goods create a safety, health or liability risk to Lazada, its personnel or any third party; b) if the Goods do not correspond
(in quantity, quality, required specifications, or delivery date) to the FBL Request or to any Lazada instructions; or c) if the Seller fails to direct
Lazada to return or dispose of any unsuitable Goods within seven (7) days of the date on which Lazada gives notice of refusal.
E. Lazada’s confirmed receipt of delivery of an FBL Request by the Seller to the location designated by Lazada (the "FBL Goods", or Goods, if
the context so requires) does not: a) indicate or imply that any Goods have been delivered free of loss or damage; b) indicate or imply that
Lazada actually received the number of units of Goods specified in the FBL Request or in the Delivery Note; or c) waive, limit or reduce any
of Lazada’s rights under these Terms.
F. Lazada will ship the FBL Goods stored at the location designated by Lazada to the Buyer. Lazada may carry out, in its sole discretion, further
packaging or modify the packaging of the FBL Goods, in order to secure the integrity of the FBL Goods for delivery to Buyers. Lazada may
ship FBL Goods together with other products. Lazada will include with all Products it ships official tax invoices as required by Law. This
includes the Seller's tax invoice as printed by Lazada based on the information supplied to Lazada by the Seller, as well as, if applicable, a
Lazada tax invoice (for services provided by Lazada to the Buyer directly).
G. In the event the wrong FBL Good or Product being delivered or the FBL Goods become damaged or lost, unless Lazada determines that the
issue was caused directly or indirectly by the Seller or any of its agents or contractors, Lazada will, at its option: a) ship replacement Goods
(from the Seller's stock held under Fulfilment By Lazada) to the Buyer on behalf of the Seller; or b) process a refund to the Buyer. In either
case, Lazada will pay the Seller the Replacement Value of the FBL Goods, in addition to any Payment. The payment to the Seller of the
Replacement Value of FBL Goods that are wrongly delivered, damaged or lost represents Lazada’s total liability for any duties or obligations
that Lazada or its agents or representatives may have for warehousing the FBL Goods, and the only right of the Seller or remedy that the
Seller may have as a warehouseman. At all other times, the Seller will be solely responsible for any loss of, or damage to, the FBL Goods.
H. Lazada may refuse, reject, revoke or cancel the Fulfilment By Lazada or the FBL Request for any Good or FBL Goods at any time. The Seller
may, at any time, request that the FBL Goods be returned to the Seller. Lazada may return FBL Goods to the Seller, for any reason, including
upon termination of the Seller Agreement. The Seller will be responsible for the pick-up of such returned FBL Goods from the location
designated by Lazada within seven (7) Working Days after written notification to Lazada. In case of failure by the Seller to pick the returned
FBL Goods within the allotted time-frame the FBL Goods will be deemed abandoned and Lazada may elect, at the Seller's risk and cost, to
either: a) send the FBL Goods to the designated shipping address of the Seller (in the same country where the FBL Goods were shipped by
Lazada); or b) dispose of the FBL Goods.
I. Lazada reserves the right to direct, and change from time to time, scheduling restrictions and volume limitations on the delivery and storage
of Lazada’s inventory in the location designated by Lazada, and the Seller will comply with such restrictions or limitations.

10. Returns - Failed Deliveries - Inadequate Products

A. The Seller will accept the return of Failed Deliveries and Returned Products in accordance with the Policies and Lazada will have the right to
determine at its sole discretion whether a Buyer will receive a refund, adjustment, or replacement, and to require the Seller to reimburse
Lazada if Lazada determines that the Seller is liable to do so in accordance with the Terms.
B. The Seller will promptly notify Lazada of any Inadequate Product (or the threat of a public or private recall) and cooperate and assist
Lazada with returns, including by initiating the procedures for returning Goods or Products to the Seller.
C. Lazada will collect, reconcile and/or credit to the Seller the Commission related to any Order that has been returned or for which there has
been a Failed Delivery.

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D. In case of a Failed Delivery, Lazada will bear the cost of the Payment Fee, the Shipping Fee and the cost of shipping back the Product
(provided the shipping has not been arranged by the Seller).
E. In case of an Inadequate Product, the Seller will be debited for all costs associated with the return and refund or replacement, including the
Payment Fee and Shipping Fee and the cost of shipping back the Inadequate Product, provided that, where FBL Goods are concerned,
the Seller will also be debited for any Storage Fee and Handling Fee.
F. Lazada has no obligation to accept any Returned Product. Lazada however may at its sole discretion request that the Product be returned
to a designated location for further quality inspection. If Lazada, directly or through a third party of its choice, determines during the quality
inspection that the Returned Product is faulty or damaged, that it cannot be offered to other Buyers because of this fault or damage and
that this fault or damage has been caused by the Buyer, the Seller will not be liable to accept the Returned Product.
G. Unless they are FBL Goods and provided Failed Deliveries have been returned to Lazada, Lazada will organize the delivery of such Products
to the address indicated by the Seller within sixty (60) days from the Shipped Date.
H. Unless they are FBL Goods and provided Lazada agrees to accept Returned Products at its designated location, Lazada will organize the
delivery of such Products to the address indicated by the Seller within forty five (45) days from the Fulfilled Buyer Agreement date. Lazada
reserves the right to examine and determine at its own discretion if returned FBL Goods are sellable despite having been returned and
Lazada may dispose of, or return to the Seller, such returned FBL Goods, or if they are saleable, place such Returned Products back in the
inventory of the Seller.
I. Lazada will not be responsible for any risk or liable for any claims, demands, liabilities, expenses, losses, cost or damage in connection with
any Failed Delivery and Returned Products (including due to a threatened recall) and will claim all costs incurred in that respect from the
Seller.

11. Buyer Information and Buyer Services

A. Lazada will be responsible for and have sole discretion to deal with Buyers relating to Orders. The responsibility of Lazada and the Seller in
relation to packaging, handling, deliveries, returns, warranties and Orders will be in accordance with the chosen Fulfilment Model.
B. The Seller will not confirm Orders, deliveries or give any further information about the fulfilment of the Orders to the Buyer.
C. Lazada will own all information regarding Buyers, Orders and the supply of the Services including payments, Service Fees, disbursements,
refunds, Default Fees and adjustments, etc. and Lazada will not be liable to pay any royalties or fees to the Seller in connection with the use
of any such information.
D. The Seller will utilise Buyer information disclosed by Lazada to Seller or to which Seller has otherwise collected or obtained access to pursuant
to or in connection with the Seller Agreement, solely for purposes of the Seller Agreement and will not sell, assign, license, publish, lease or
otherwise commercially exploit any Buyer information or utilize Buyer information in any manner for its own benefits or carry out any data
mining, data compilation or data extraction for the purposes of statistical or trade analysis or otherwise, based on or in connection with the
Buyer information. No Buyer information will be disclosed by the Seller to any third party without the prior written consent of Lazada, and will
only be disclosed within the Seller’s organisation on a need-to-know basis.

12. Use of Tools Provided to Seller

A. The Seller hereby undertakes and represents that its use of the Platform, the Seller Center and the selection of its user name and store in
store user name, will not be unlawful, inaccurate, misleading, false, fraudulent, defamatory, trade libellous, or otherwise unsuitable;
B. Any password provided by Lazada to the Seller may be used only during the period the Seller is permitted to use the Platform, manage the
catalogue of Goods listed on the Platform, update information about the Goods (e.g. availability status, stock levels and Prices),
electronically accept and fulfil the Orders and review the completed Orders, and may not be shared with any person other than
employees of the Seller that need to use it for the execution of the Seller Agreement.
C. Lazada may provide the Seller with dedicated Sales Traffic Activities (the "Sales Traffic Activities") that may consist in: a) Shop in Shop (the
"SIS") services, which entail a set of specific design features on the Platform that enhance the visual representation of certain of the Seller's
Goods by means of a dedicated landing page; b) Search Engine Marketing (the "SEM") services, which entail the bidding on relevant
keywords related to the Goods and/or the Seller on electronic search engines; and/or c) Social Media Sales Traffic Activities (the "STA"),
which entail the promotion of the Goods and/or the Seller at Lazada's landing page of social media platforms. Lazada reserves the right, in
its sole discretion, to decide the scheduling and the relevant share for such Sales Traffic Activities, unless otherwise agreed.
D. The specifics of the service that may be agreed to be provided by Lazada to the Seller regarding each Sales Traffic Activity will be detailed
in a separate agreement/documents to be signed by the Parties.
E. The Seller will not, and will not allow anyone to, directly or indirectly, engage in any fraudulent, inappropriate or unlawful activities in
connection with the Seller's participation in or use of the Sales Traffic Activities, including but not limited to: a) generating fraudulent,
repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or
otherwise; b) other than through reporting offered by Lazada under the Sales Traffic Activities, collecting any user information, indexing or
caching any portion from the Platform or the Seller Center, whether through the use of automated applications or otherwise; c) targeting
communications of any kind on the basis of the intended recipient being a user of the Platform or the Seller Center; d) interfering with the
proper working of the Platform, the Seller Centre, the Services or Lazada's other systems; e) transmitting any viruses, Trojan horses or other
harmful code; or f) attempting to bypass any mechanism Lazada uses to detect or prevent such activities.
F. The Seller is responsible for the accuracy and completeness of the information provided to Lazada and to Buyers.

13. No Warranties - Indemnification - Limitation of liability

A. The Platform, the Seller Center and the Services are provided on an "as is" basis. Lazada makes no other representations or warranties of any
kind, express or implied, including: a) the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
b) that the Platform, the Seller Center or the Services will meet Seller's requirements, will always be available, accessible, uninterrupted,
timely, secure, or operate without error; c) that the information, content, materials, or products included on the Platform or the Seller Center
will be as represented by Seller, available for sale on a timely manner, lawful to sell, or that Seller or Buyers will perform as promised; d) any
implied warranty arising from course of dealing or usage of trade; and e) any obligation, liability, right, claim, or remedy in tort, whether or
not arising from the negligence of Lazada. The Seller acknowledges that any information and any materials provided by or through the
Platform, the Seller Center and the Services, may contain inaccuracies or errors and Lazada expressly excludes liability for any such
inaccuracies or errors to the fullest extent permitted by Law. Any link found on the Platform or the Seller Center is provided for the Seller's
convenience to provide further information. It does not signify that Lazada endorses the website and Lazada has no responsibility for the
content of the linked website.
B. Because Lazada is not involved in transactions between the Seller and Buyers, the Seller hereby agrees on its behalf and on behalf of Buyers
to release Lazada (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and
nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected therewith.
C. Any typographical clerical or other error or omission in any acceptance, invoice, Content Material or other document on the part of
Lazada shall be subject to correction without any liability for Lazada.
D. Any claim of the Seller under the Seller Agreement must be notified to Lazada within ninety (90) days from the Order. For the avoidance of
doubt, Lazada will not be liable for any claim made by the Seller after said deadline.
E. The Seller will defend, indemnify and hold harmless, and at Lazada's option defend against, Lazada and its employees, directors, agents
and representatives, from and against any and all liens, damages, losses, liabilities, obligations, penalties, Claims, litigation, demands,
defences, judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party
claims, reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) arising out of, or related to: a) any actual or
alleged breach of the Seller's undertakings, representations, warranties, or obligations set forth in the Seller Agreement or the Buyer
Agreement; or b) the Seller's own website or other sales channels, the Goods, any Content Materials, the advertisement, offer, sale or return
of the Goods, any actual or alleged infringement of any IP rights by the Goods or the Content Materials, or seller taxes (duties, fees and

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other charges, etc.) or the collection, payment or failure to collect or pay seller taxes. If at any time Lazada reasonably determines that any
indemnified Claim might adversely affect Lazada, Lazada may take control of the defences at the expense of the Seller. The Seller may not
consent to the entry of any judgment or enter into any settlement of a Claim without the prior consent by Lazada in writing, which consent
may not be unreasonably withheld.
F. Lazada will not be held liable for any damages of any kind, including direct, indirect, incidental, punitive, and consequential, arising out of
or in connection with the Seller Agreement, the Buyer Agreement, the Platform, the Seller Centre, the Services, the inability to use the
Services, the Goods, the Products, or from messages received or transactions entered into.
G. Without limiting the application of any other provision of this Section 13 (No Warranties - Indemnification - Limitation of liability), and except
as otherwise provided under Section 9 (Fulfilment By Lazada), Lazada's total liability to the Seller or to any Buyer under the Seller Agreement
will in no event exceed the higher of either the Service Fee that Lazada is entitled to receive from the Seller for the month preceding the
date the liability arose, or five thousand Ringgit (MYR5,000).

14. Confidential Information

A. The Seller will not disclose Confidential Information, except with the prior written consent of Lazada. The Seller may only use the Confidential
Information for the purpose of performing the Seller Agreement, and not for any other purposes. If required by law to disclose any
Confidential Information, the Seller will promptly inform Lazada of any information it believes comes within the circumstances and take
reasonable efforts to minimize the extent of any required disclosure and to obtain an undertaking from the recipient to maintain the
confidentiality thereof.
B. The Seller will return within twenty four (24) hours and redeliver to Lazada all tangible material embodying the Confidential Information
provided hereunder and all minutes, notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving
there from and all other documents or materials (and all copies of any of the foregoing, including copies that have been converted to
computerized media in the form of image, data or word processing files either manually or by image capture, based on or including any
Confidential Information, in whatever form of storage or retrieval, upon the earlier of: a) the termination of the Seller Agreement; or b) at
any time Lazada may so request.
C. The rights and obligations of the Seller under this Section will survive termination of the Seller Agreement.

15. Personal Data

A. The Seller warrants that it will only use and process Personal Data for the purpose of the execution of the Seller Agreement or Buyer
Agreement and that it will not use the Personal Data for any other reason or disclose the Personal Data to third parties. The Seller further
warrants that it does implement sufficient security measures to ensure that the Personal Data are securely kept and maintained, and take
reasonable and immediate efforts to securely destroy the Personal Data within three (3) months from the date of completion of the Order.
The Seller agrees to subject itself to the necessary audits undertaken by Lazada to ensure compliance of the above warranties.
B. For the avoidance of doubt, the Seller will use and/or disclose Personal Data received from Lazada solely for the purpose of performing its
obligations under the Seller Agreement and any Buyer Agreement and in accordance with the requirements under the applicable personal
data protection laws and regulations and in manner that ensures Lazada remains in compliance with the requirement under the applicable
personal data protection laws and regulations.
C. The Seller agrees to indemnify and hold harmless Lazada and each of its respective officers, employees, directors and agents from, and at
Lazada's option defend against, any and all liens, damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defences,
judgements, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including third party claims,
reasonable attorney’s fees, consultants’ fees, experts' fees and other costs of litigation) (the "Personal Data Claims"), to the extent such
Personal Data Claims arise from or may be in any way attributable to i) any violation of the Seller Agreement or the Buyer Agreement by the
Seller; ii) the negligence, gross negligence, bad faith or intentional or wilful misconduct of the Seller or its subcontractors (whether or not
approved by Lazada); or iii) any security incident for which the Seller is directly or indirectly responsible. The Seller's obligations under this
Section shall not be subject to any limitation on, or disclaimer or release of any liability as may be set forth in any agreement between the
Parties.

16. Industrial and intellectual property rights

A. The Seller represents and warrants to Lazada that it is the owner or has lawful rights with respect to any patents, copyrights, trade secrets,
trade marks, trade names, or other intellectual property rights (the "IP rights") used in conjunction with the Goods, the Content Material, and
the Seller itself, and that it is not aware of any claims made by any third party with regard to any alleged or actual IP rights infringement or
other claim, demand or action resulting from the Content Material, advertising, publishing, promotion, manufacture, sale, distribution or use
of the Goods or its own IP rights, and furthermore agrees by this representation to not infringe on the above IP rights directly or indirectly.
B. The Seller will not be entitled to use any IP rights belonging to Lazada without Lazada’s prior approval in writing. In particular, the Platform
and the Seller Center contain material owned by, or licensed to, Lazada. These materials include, but are not limited to, the design, layout,
look, appearance and graphics. Any reproduction thereof is prohibited.

17. Termination - Survival

A. Lazada has the right to unilaterally and immediately terminate the Seller Agreement upon the occurrence of any of the following: a) the
Seller being in breach of any provision of the Seller Agreement and failing to remedy the same within seven (7) days from being so notified;
b) the Seller passing a winding up resolution or a court of competent jurisdiction making an order for the same; c) the issuance of an
administrative order in relation to the Seller, or the appointment of a receiver over, or an encumbrance taking possession of, or the of selling
any of, the Seller’s assets; d) the Seller making an arrangement or composition with its creditors generally or applying to a court of
competent jurisdiction for protection from its creditors; or e) the Seller ceasing or threatening to cease to carry on business.
B. Provided they have not been corrected by Lazada within fourteen (14) days form notifying Lazada of the occurrence of any of the
following, the Seller has the right to immediately terminate the Seller Agreement: a) Lazada delaying payment for more than thirty (30) days
without valid reason; b) Lazada delaying returns for more than sixty (60) days without valid reason; c) the making of an administration order
in relation to Lazada or the appointment of a receiver over Lazada’s assets; d) the making of an arrangement or composition by Lazada
with its creditors generally or applying to a court of competent jurisdiction for protection from its creditors; or e) Lazada ceasing or
threatening to cease to carry on business.
C. Either Party may unilaterally terminate the Seller Agreement without cause by providing a fourteen (14) day notice to the other Party.
D. Upon termination of the Seller Agreement, the Seller will notify Lazada of all concluded Buyer Agreements which have yet to be performed.
For the avoidance of doubt, notwithstanding any termination for any reason, the Seller will remain responsibility for the fulfilment of any
pending Order In according to the specific fulfilment model agreed with Lazada. Any provision of the Seller Agreement that, by its nature, is
meant to survive the term or termination, including Sections 4, 5, 9 to 11, 13 to 16 and 18, will so survive.

18. Applicable Law - Jurisdiction

A. The Seller Agreement is governed by the laws of Malaysia.
B. Any dispute, difference, controversy, or claim, arising in connection with, or questions occurring under, the Seller Agreement, including any
question regarding its existence, validity or termination must be settled by arbitration in English, in Kuala Lumpur, and in accordance with the
rules of the Kuala Lumpur Regional Centre for Arbitration (the "KLRCA"). The arbitral tribunal will consist of a sole arbitrator, to be designated
by the Chairman of the KLRCA. Any award by the arbitration tribunal will be final and binding upon the Parties. The arbitrator will award to
the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by such party in connection with the arbitration. If the
arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the
claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees
reasonably incurred by the prevailing party in connection with the arbitration.

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C. Notwithstanding the foregoing, in the event Lazada and/or the Seller believe that they may suffer irreparable harm prior to the resolution of
any conflict by following the arbitration procedures established herein, either or both Parties may apply to a court of competent jurisdiction
for a restraining order or other equitable relief in order to prevent or alleviate such harm pending the arbitration. The Parties agree that this
paragraph shall not operate as a request that the court abstain from accepting jurisdiction or from granting appropriate orders which the
court may deem necessary or appropriate to protect the interests of the Parties.

19. Miscellaneous
A. In the event of conflict, the Special Conditions and these Terms will prevail in that order. The Seller Agreement will prevail over any other
agreement, terms or conditions regarding the subject matter, and to the exclusion of all other terms submitted, proposed or stipulated by
the Seller (including any terms or conditions which the Seller purports to apply under any purchase order, confirmation order, specification,
invoice or other document) and no terms or conditions endorsed upon, delivered with or contained in any other document or with the
Goods or Products, will form part of the Seller Agreement. The actual or future invalidity or ineffectiveness of any provision hereof will not
affect the validity or effectiveness of the whole document.
B. The singular includes the plural and vice versa, as the context may require. The headings are inserted for convenience only and will be
ignored when construing this agreement.
C. All notices, requests, demands and other communications hereunder must be in writing, in English, and will be deemed to have been fully
given and received when sent with receipt received by recognized overnight delivery service or registered mail one (1) Working Day after
being deposited for next-day delivery with a recognized overnight delivery service, or three (3) Working Days after being mailed by
registered mail, charges and postage prepaid, to the Party to receive such notice at such Party’s address set forth herein or any other
address that such Party may specify by notice to the other Party. The Seller Agreement may only be varied by agreement in writing signed
by the authorized representatives of the Parties.
D. The Seller cannot assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller Agreement, without the
prior written consent of Lazada. Lazada may assign, transfer or subcontract all or part of its rights and/or obligations deriving from the Seller
Agreement.
E. The Seller and Lazada are independent contractors, and nothing in the Seller Agreement will create any partnership, joint venture, agency,
franchise, sales representative relationship or exclusivity between the Parties. The Seller Agreement will not cause the establishment of any
relationship of employment between the Parties or with any person who provides services to either. The Seller will have no authority to make
or accept any offers or representations on behalf of Lazada.
F. The Seller Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for
the sole and exclusive benefit of Lazada and the Seller. Other than as regards the rights of Buyers against the Seller, nothing in the Seller
Agreement will be construed as giving any third party any rights whatsoever.
G. Notwithstanding any other provision in the Seller Agreement to the contrary, nothing contained herein will oblige Lazada or Seller to engage
in any action or omission to act which would be prohibited by or penalized under the laws of Malaysia or of any other country.
H. The failure of a Party to exercise its rights in case of breach of contract by the other Party will not be considered as a waiver of its rights
under the Terms or under the Law.
I. No Party will be liable to the other or be deemed to be in breach of the Seller Agreement by reason of any delay or failure to perform any
of its obligations due to an event of Force Majeure. Upon the occurrence of any event of Force Majeure, Lazada may, at its option, fully or
partially suspend delivery/performance of its obligations hereunder while such event or circumstance continues. If any of the events of
Force Majeure will continue for a period exceeding one (1) month, Lazada may notify the Seller that it will terminate the Seller Agreement.
J. Time whenever mentioned in this Seller Agreement will be of the essence of this Seller Agreement.
K. All stamp duty and registration fees (if any) in respect of this Seller Agreement will be fully borne and paid by the Seller.

Last updated: June 12, 2015 (SM)

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