MERCHANT AGREEMENT

This Terms and Conditions Agreement is a legal document that explains your rights and obligations as a user of CineRing application for advertising the product/service of the Merchant/Advertiser through CineRing platform.

Advertisement is a service offered by the CineRing to the merchant/ advertiser to advertise their product/services by accessing or using CineRing mobile application.

Please read the following terms and conditions carefully before registering on, accessing, browsing, downloading or using the CineRing Application, and all associated sites linked toCineRing or any similar platform, theCineRing Platformrun by K SERA SERA BOX OFFICE PVT. LTD., having its registered office at Unit No. 101A/102, 1st Floor, Morya Landmark II, Plot B-17, Andheri-(West), Mumbai-400053, Maharashtra, India (hereinafter collectively referred asCineRingorKSS) on any device and/or before availing any services offered by CineRing on the CineRing Platform which include advertisement of products/services of the merchant through slide in Cinema Theater, digitally, through poster inside or outside the Cinema Theater by CineRing within the jurisdiction of selected cinema theater. For the avoidance of doubt, it is clarified that these terms and conditions shall apply to all CineRing Services, whether offered by KSS or its affiliates.

INTRODUCTION

CineRing will provide the Advertiser with access to the CineRing Application to advertise its product/service in the cinema theater within the territorial jurisdiction of the Advertiser’s location subject to the Advertiser’s compliance with these terms and conditions, which is mentioned herein below, and our privacy policy. Please read this Agreement carefully prior to signing up for CineRing account. This Agreement is subject to change by KSSBOL at any time. This Agreement governs your access to and use of CineRing Application and any services provided thereunder or in connection therewith as an Advertiser, and constitutes a binding legal Agreement between you and CineRing. Certain areas of the CineRing application may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions.

NATURE OF SERVICE

1. CineRing is inter-alia engaged in the business of advertising and providing services to the advertisers who desirous to advertise their product/service through the cinema theater slide at nearby cinema theater within India. Big screen advertising with high quality sound system really grabs the attention of viewers better than any other media, which is why cinema advertising is one of the best media for the brand promotion.

2. CineRing Application is introduced to provide advertisement service to the merchant through slide in the Cinema Theater who are registered members of the CineRing Application, which will help them increase their business volume & customer footfalls, also increase the customer occupancy in Cinema theatres. And to give a leisure experience to Customers and their families with free movie tickets, snacks/popcorn & beverages.

3. For better impact it is very important to create a space of your brand in viewers minds and hearts. And when it comes to impact, cinema is one of the leading media platforms available for the merchants. CineRing App is a very unique & revolutionary dual marketing concept where a Merchant advertiser advertise its product/service in-Cinema theater through slide, to do Marketing, Branding & Targeted lead generation of their Products & Services.

4. CineRing will be provided advertisement services in Cinema free of cost because once the customer book Free Movie Tickets that will be allotted against amount invested in Membership Package of CineRing by a Merchant.

5. AND WHEREAS the CineRing has agreed to exhibit the advertiser's slide daily/weekly/monthly on the terms and conditions hereunder mentioned.

6. Whereas CineRing is providing free movie tickets to the customers through their digital platform against which Merchant is desirous of offering discounts through rewards to its customers by giving option to pay for its Products or Services purchased/availed through CineRing Platform.

7. In order to provide the convenience of making the payment though CineRing Platform to the Customer, Merchant has agreed to accept such payments which are made by the Customers to pay for the Products or Services purchased/availed by the Customers through the rewards from CineRing platform.

8. CineRing has agreed to provide its services to Merchant and Merchant have agreed to avail the CineRing’s Services on the following terms and conditions set forth herein below.

DEFINITIONS OF TERMS:

1. “Authentication”shall mean the process by which the Customer’s identification is authenticated by the service providers.

2. “Authorisation”shall mean the process by which the Issuing Bank / Participating Bank and/or the relevant Card Association electronically or otherwise communicate the approval of the charge on the Customer upon receipt of the Customer’s instruction in respect of the payment against the Transaction through the CineRing Platform.

3. “Advertisement” “Promotion” means any audio or visual publicity, representation or pronouncement made by means of any light, sound, smoke, gas, print, electronic media, internet or website and includes through any notice, circular, label, wrapper, invoice or other documents.

4. “CineRing” means a digital platform an application designed for providing various services like ticket booking and getting assured redeeming points from various optional outlets and also includes scheduling of movie of the customer choice.

5. “CineRing Voucher/Rewards”shall mean the points earned by the customers when the customers book the movie ticket from the CineRing Application and select any Merchant to avail their services by using rewards given by CineRing which can be utilised for payments to the Merchant.

6. “Customer” means any person holding a valid payment instrument and who enters into Transaction with the CineRing and Merchant and makes payment for the same, through CineRing’s platform and shall include any individual or legal Merchant who is availing online payment facility for the Service of the Merchant.

7. “Customer Charge” means and includes (a) the base price of the Product/ Service select/used/purchased or availed by the Customer and all other taxes, including Goods & Service tax hereinafter referred as (“GST”), duties, costs, charges and expenses in respect of the Product /Service; and/or (b) amount of Bill Payment, that are to be charged to the Customer’s valid Payment Instrument and processed and settled through the Service.

8. “Force Majeure Event” means any event due to any cause beyond the reasonable control of the Party, including, without limitation, unavailability of any communication system, sabotage, fire, flood, explosion, Act of God, civil commotion, strikes or industrial action of any kind, riots, insurrection, war, acts of government, computer hacking, unauthorised access to computer data and storage devices, computer crashes etc.

9. “Internet Payment Gateway”means a payment gateway obtained by the CineRing from Payment Gateway Provider(s) for accepting payments on the web/EDC Machine through credit cards, debit cards, International Cards, internet banking, prepaid cash cards or mobile wallets.

10. “Merchant” means an advertiser that pays for a product/service, event or job to be advertised through slide, digital posters in Cinema theater.

11. “Term” means the period; shall commence from the date of execution of the Agreement with validity of 1 year;

12. “Theatre” shall mean any and all (existing and future) Cinema Theatres owned, operated, managed or controlled by the KSSCMPL directly or indirectly through itself or with any person (including by way of joint venture or partnership) and operating under the branch “KSS Cinema/K Sera Sera” or any other future trademark. The theatres (including their location and capacity) existing and operational as on the date of signing is mentioned in schedule of the Agreement.

BUSINESS CONCEPT:

1. The KSSBOL company is carrying on business of an advertising activity through the CineRing platform and has contracts with several advertisers for displaying advertisements of their products/services in the Commercial Cinema theater through slides as may be determined by the Merchant.

2. The CineRing agrees to display or exhibit the advertisement slides prepared by the Merchant and as and when furnished by the Merchant on the screen of the Cinema Theater at every cinema film show every day/weekly/monthly/.

3. The slides will be displayed or exhibited once before the main film starts and once during the interval of the Film show.

4. Number of slides and kind of slides to be displayed at every show every day will be communicated in writing by the CineRing to the Theater owner at least one week before the day on which the slide or slides are to be shown or displayed and they will also be supplied along with such written intimation provided that, the number of slides for every show shall not exceed.

5. The CineRing shall submit the estimate of cost and method and period of the advertisement to the company and after the said estimate and methods of advertisements is approved by the company in writing, the advertisements will be released to the concerned Theater.

6. The Merchant shall pay to the CineRing amount of Rs. _________/- (Rupees _____________Only) + applicable taxes above the cost and other expenses incurred by the CineRing in this behalf as its nonrefundable fees.

7. Merchant discount Voucher will only be adjusted against the ticket cost.

8. The CineRing shall observe the laws applicable and the rules or code of conduct of advertiser’s associations, association of cinema theater or rules prescribed by Indian law.

TYPES OF ADVERTISING: - TERM OF AGREEMENT:

1. Either party may terminate this Agreement earlier than the One (1) year term discussed above by giving 30 days prior written notice to the other party upon the occurrence of any of the following events:

2. Either party wishes to terminate the Agreement, for any reason, and such decision, and respective 30 days prior written termination notice to the other party, occurs within ninety (90) days of the Effective Date.

3. The commission by the other party of a material breach of this Agreement, which breach is not cured within thirty (30) days of the other party’s receipt of written notice of such breach; or

4. The other party has or may be commencing a voluntary or involuntary bankruptcy, receivership or similar proceeding with respect to such other party.

EFFECT OF TERMINATION

Merchant shall pay CineRing for all services rendered and work performed up to the effective date of termination. Accordingly, CineRing will send to Merchant a final bill for the last month of service prorated by the number of days of service for the respective month prior to termination. Merchant shall pay the invoice within Ten (10) days of receipt

RETURN OF PROPRIETARY OR CONFIDENTIAL INFORMATION.

Within Ten (10) days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information.

FEES, PAYMENTS, AND EXPENSES.

1. Service Fee. As compensation for the services rendered pursuant to this Agreement, Merchant agrees to pay CineRing a monthly/yearly fee of Rs._____________/-(Rupees ___________________________Only).

2. The advertisers will pay a sum of Rs ________/- (Rupees_____________Only) to the CineRing per month/year in advance for the exhibition of the advertisement slide. However, if the slide is not exhibited due to any reason, the said payment shall be reduced by a sum of Rs._______/- for each show in which the said slide has not been exhibited.

3. If the amount of service charges payable for the display of slides is not paid in advance as aforesaid the CineRing will not be bound to display the slide until such payment is made.

4. In consideration of the CineRing Services, Merchant hereby authorises CineRing to collect the Transaction Amount which shall comprise of (a) the Convenience fee and/or discount amount from the Customers/ Subscriber and the applicable Goods & Service tax along with the Customer Charge.

5. CineRing shall retain the Convenience fee so collected before passing on the credit of the Customer Charge to Merchant. Merchant agrees, acknowledges and understands that CineRing provides the rewards to the Customer accounts for which customer is entitled to get redeem from the Merchant within 1 year from the purchase date of the movie ticket.

6. It is hereby agreed and acknowledged by the Parties that the CineRing service charges paid through CineRing application shall not be refunded or repaid by CineRing to the Customer or any other person irrespective of the transaction amount being rejected, chargeback, refunded or disputed.

7. CineRing shall collect service fees from the transaction amount and/or Convenience fees from the Customers at the rates indicated in the CineRing application. The said Fees set forth in CineRing App are based on the assumptions and agreed upon operating processes.

8. The Convenience fee is exclusive of all applicable taxes including (GST), governmental charges, levies, duties etc. All payment to the Merchant under this Agreement shall be subject to applicable withholding tax laws.

9. Merchant shall bear and be responsible and liable for the payment of all relevant taxes including GST, duties, levies, cess, surcharge or any other charges in relation to the Service availed by its Customer under this Agreement.

INTELLECTUAL PROPERTY AND TRADEMARKS

CineRing acknowledge that all the commercial and technical data, information, documentation made available by Merchant is the intellectual property of Merchant and further that the Merchant is the absolute owner/ registered user of all trademarks, trade names, copyright, designs, artistic works in the data, information, documentation and other work made available or communicated or provided by the Merchant to the CineRing. CineRing shall not, at any time and under any circumstance:

1. Do anything which shall or may impair the right, title or interest of Merchant in its Intellectual Property or create any right, title or interest therein or thereto adverse to the interest of Merchant.

2. Use or permit the Intellectual Property of Merchant to be used by any person.

3. Use the Intellectual Property of Merchant with any other mark or marks or any other marks unless for the purpose of specific and limited use allowed under this agreement for sponsorships or promotion activities;

BOOKING & SCHEDULING

1. To avail the service from the CineRing the Merchant have to register itself to the CineRing Application and paid an amount of service charges to the CineRing against which CineRing allot number of movie tickets through coupons.

CONFIDENTIALITY

The parties agree to keep the terms of this Agreement strictly confidential at all times. Except to the extent authorised by this Agreement and any requirement under law, during the term and following the expiration or termination of the agreement, the parties shall not disclose, publish or make available any proprietary information including but not limited to rates, time bands, costs etc. to any third party and shall not sell, transfer or otherwise use or exploit any such Proprietary Information disclosed to them

INDEMNITY

1. Merchant/Client shall defend, indemnify and hold harmless CineRing and its affiliates, subsidiaries, and their respective directors, officers, managers, members, partners, shareholders, employees, and controlling persons and their affiliates against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, demands, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification (collectively, “Losses”), arising out of or resulting from its breach of this Agreement; negligence or wilful act or omission of Merchant or its personnel or affiliates in connection with its performance of its obligations under this Agreement; the content of, or representations made in any Ad or any website linked to from an Ad and any other claims of any nature arising from or attributable to the publication or distribution of any Ad.

2. Merchant owns the sole marketing rights and copyrights to all programs exhibited on the advertising slides concerned and shall hold and continue to hold CineRing fully indemnified without any limit against any claim, cost, expenses, damages, and /or penalty that CineRing may suffer on account of the program in which their Advertising Commercials are showed and/or sponsorships of any program in the cinema theater.

NOTICES

Any notice provided for in this Agreement shall be in writing and addressed by post or delivered by suitable electronic means at the valid addresses or at such addresses as may be communicated to the other party.

Notice is effective: (i) when delivered personally, (ii) Three (3) business days after sent by certified mail, or (iii) on the business day after sent by a nationally recognised courier service for next day delivery. A party may change its notice address by giving notice in accordance with this paragraph

WAIVER

The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with Indian law and shall be subject to the exclusive jurisdiction of the competent courts in Mumbai, Maharashtra.

DISPUTE RESOLUTION

In case of any dispute, controversy or disagreement arising out of, or relating to this Agreement, CineRing and Merchant shall

1. In the first instance endeavour to settle the same amicably

2. In the event of a failure to reach an amicable settlement then all disputes and differences of any kind whatsoever arising out of or in connection with the agreement shall be referred to arbitrator and the final decision of an arbitrator to be agreed upon and appointed by 1.both the parties of a single arbitrator who shall act as Presiding Arbitrator. Upon every or any such reference, the cost of and incidental to the reference and award respectively shall be in the discretion of the arbitrator, as the case may be, who may determine the amount thereof, or direct the same to be shared as between the parties and shall direct by whom and to whom and in what manner the same shall be borne and paid. This submission shall be deemed to be a submission to arbitration within the meaning of the Arbitration and Conciliation Act, 1996 or any statutory modification thereof. The award of the arbitrator or arbitrators, as the case may be, shall be final and binding on the parties.

Each party will bear its respective costs relating to the arbitration proceedings. However, (a) the fees and expenses payable to the arbitrators shall be shared equally between CineRing and Client/Merchant, and (b) each Party will bear its respective costs relating to the arbitration proceedings, unless awarded otherwise by arbitrator(s). The decision of the arbitrator shall be final and binding upon CineRing and Client/ Merchant. The language of arbitration proceedings shall be English and location shall be Mumbai.

CineRing’s Terms & Conditions: Terms and conditions:

1. K Sera Sera Box Office Private Limited is a Company incorporated under the Companies Act, 2013, having its registered office at 101A/ 102, 1st Floor, Morya Landmark II, Plot B-17, Andheri-(West), Mumbai-400053 (“KSS/ CineRing”).

2. The Company is launching an offer for its customers who avails services/products from the list of merchants. Offer is valid only on select models listed herein (“The Product/Service”).

3. The offer is a CineRing’s free movie voucher worth Rs. ____ only (“Offer”) on purchase of the Product that qualify for the offer.

4. This Offer is valid for one year on purchase within India

5. Any person above 18 years of age and a resident of India can avail this offer by purchasing the Product/Services from CineRing platform.

6. This offer is not applicable on purchases from any other source or ecommerce websites.

7. This offer cannot be combined with any other special offers which the Company launches during the same time.

8. The Company shall not be responsible in case of any conflicts/ disputes arising between the customers and merchants also between the customers and movie theater for booking/cancellation/refund etc. of whatsoever nature and the terms and conditions of CineRing shall be applicable.

9. For further terms and conditions related to CineRing please refer to our application “CineRing”

10. The Company reserves the right to modify the Terms & Conditions of the offer at any time without prior intimation

11. Any disputes with respect to the offer shall be subject to the sole jurisdiction of courts in Mumbai, India.

PROCESS

1. Log in to CineRing Mobile App

2. Select Location, Event, Venue, Show Date, Time and Seats of your preference as the logic flows.

3. On the payment page, go to "Unlock Offers or Apply Promo-codes" & enter the voucher e-code in the text box & click on "Apply" button to avail the offer.

4. At the end of the successful transaction, Booking ID gets generated which needs to be exchanged at the Cinema/Venue Box Office for actual tickets.

5. Email/SMS confirmation will be sent on the Email Address/Mobile Number provided while completing the transaction. For any assistance, reach out to CineRing’s Customer Support on +918169175532 or write to us on support@cineering.com

6. While availing the merchant’s service it is mandatory to log in the share the Offer code or e-code with the merchants to get the discounts on the any service with the terms and conditions mentioned therein

1 General Terms

1. Tickets can be booked for any day & any show from Monday to Sunday and can only be booked for Movies on CineRing website and on CineRing mobile app

2. Tickets need to be booked minimum 1 day in advance

3. Not more than 5 tickets per month can be claimed under this offer with discount upto Rs. 250 per ticket in each transaction. Unclaimed tickets will not be carried forward.

4. A maximum of 5 transaction per month can be done in this voucher.

5. Voucher will only be adjusted against the Ticket cost.

6. CineRing convenience fees and/or any additional amount in transaction to be borne by the voucher user

7. Tickets of a higher value can be purchased by paying additional amount.

8. Offer code will be valid for 1 year.

9. Not more than 10 vouchers can be used by the same mobile number.

10. No other offer / voucher can be clubbed with this voucher.

11. No re-distribution/re-selling of vouchers

12. No agency or individual to be appointed for redemptions.

13. Customer needs to redeem it themselves on CineRing's website/ mobile app.

14. Assistance if any can be provided by our contact centre on +918169175532

15. If lost/misused, the voucher cannot be replaced. Void if resold, cannot be exchanged for point(s) or cash & cannot be re-validated once past expiry date.

16. In addition to these CineRing’s Voucher Terms and Conditions, CineRing Vouchers and their use on our website are also subject to CineRing's general Terms of Use & CineRing’s decision will be final in case of any dispute.