Mordealz Platform Partner Agreement

Operated by ELIXYR TECHLABS PRIVATE LIMITED (CIN: U62010TN2026PTC194342), a company incorporated under the Companies Act, 2013, having its registered office in Chennai, Tamil Nadu ("Company," "Mordealz," "We," "Us").

This Agreement is entered into between the Company and any person or entity registering on the Mordealz platform (mordealz.com and associated applications, the "Platform") as a Dealer, Used-Vehicle Dealer, Service Provider, or Private Seller (each, a "Partner," collectively "you"). By completing registration and checking "I agree" or an equivalent acceptance mechanism, you enter into a binding contract with the Company, in addition to and separate from the Platform's general Privacy Policy and Terms of Service, which govern buyer-facing use of the Platform.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS PROVISIONS THAT LIMIT THE COMPANY'S LIABILITY AND GOVERN HOW DISPUTES BETWEEN YOU AND THE COMPANY ARE RESOLVED.

Part A — General Terms (Applicable to All Partner Types)

1. Definitions

"Buyer" means any person using the Platform to browse, express interest in, or transact in relation to a vehicle, service, or accessory listed by a Partner.

"Listing" means any Offer, vehicle listing, or service listing published by a Partner on the Platform.

"Lead" means Buyer contact information made available to a Dealer upon unlock, in exchange for wallet balance.

"Booking" means a service appointment request submitted by a Buyer to a Service Provider.

"Boost" means a paid, time-limited priority-placement feature applied to a Listing or Partner profile.

"Wallet" means the prepaid balance maintained by a Partner on the Platform, used to unlock Leads, activate Boosts, and pay applicable listing fees.

"Applicable Law" means the laws of India, including the Information Technology Act, 2000, the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Digital Personal Data Protection Act, 2023, the Consumer Protection Act, 2019, and the Income-tax Act, 2025, each as amended from time to time.

2. Nature of the Platform; Intermediary Status

2.1 The Company operates the Platform as an online marketplace and lead-generation intermediary connecting Partners with prospective Buyers. The Company is not a party to, and assumes no responsibility for, any underlying transaction between a Partner and a Buyer, including the sale, purchase, financing, insurance, or servicing of any vehicle.

2.2 The Company is an "intermediary" within the meaning of Section 2(1)(w) of the Information Technology Act, 2000, and undertakes to observe the due diligence requirements prescribed under the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, including the publication of these terms, a Privacy Policy, and the designation of a Grievance Officer (Clause 15). Subject to compliance with these requirements, the Company claims the exemption from liability available to intermediaries under Section 79 of the Information Technology Act, 2000, for content and Listings published by Partners.

2.3 The Company does not verify, and makes no representation or warranty as to, the accuracy, completeness, or legality of any Listing, including vehicle condition, pricing, documentation status, or service quality. Partners are solely responsible for the accuracy of their own Listings.

2.4 The Company does not guarantee any minimum volume of Leads, Bookings, views, or conversions, and does not guarantee that any Buyer introduced through the Platform will complete a transaction with the Partner.

3. Independent Business Relationship

3.1 Each Partner is an independent business. Nothing in this Agreement creates or shall be construed to create an employment, agency, partnership, joint venture, or franchise relationship between the Partner and the Company.

3.2 No Partner has authority to make representations, warranties, or commitments on the Company's behalf, and the Company has no authority to make representations, warranties, or commitments on any Partner's behalf, in each case without prior written consent.

3.3 Each Partner is solely responsible for its own tax obligations, statutory registrations, licenses, and compliance with Applicable Law in connection with its business, independent of its use of the Platform.

4. Registration, Verification & Multiple Accounts

4.1 You represent and warrant that all information provided at registration, and thereafter, is true, current, and complete, including GSTIN where applicable to your Partner type. The Company reserves the right to independently verify any information you provide.

4.2 Registrations are subject to review and approval by the Company at its sole discretion. The Company may reject, delay, suspend, or revoke an approval at any time if it determines, in its sole discretion, that submitted information is false, incomplete, or misleading.

4.3 The Company may identify and review accounts that share identifying information (including GSTIN or registered phone number) with an existing or prior account. Operating multiple Listings or brands under a single legal entity through appropriately disclosed accounts is permitted. Creating or operating multiple accounts to circumvent any per-entity limit, cap, or promotional benefit offered on the Platform is prohibited and may result in withholding of the relevant benefit and/or enforcement action under Clause 10, at the Company's sole discretion following its review.

5. Fees, Wallet & Payments

5.1 Wallet top-ups are processed through the Company's designated payment partner. All fees displayed are exclusive of applicable Goods and Services Tax ("GST") unless stated otherwise, and GST is charged at checkout at the rate and split (CGST + SGST, or IGST) applicable under Applicable Law based on the relevant transaction's billing city.

5.2 Wallet balance may be applied only toward Lead unlocks, Boosts, and listing fees as made available to your Partner type, at the pricing displayed on the Platform at the time of the transaction. Wallet balance is not legal tender, is non-transferable between accounts, and carries no cash value except as expressly provided in this Agreement.

5.3 Wallet balance, once applied toward a Lead unlock, Boost activation, or listing fee, is non-refundable, except where the Company, in its discretion, approves a refund request under its published refund process (including for verified duplicate or defective Leads).

5.4 Promotional Credit. The Company may, at its sole and continuing discretion, grant eligible Partners a one-time promotional wallet credit upon approval, in an amount and subject to eligibility criteria determined by the Company and communicated at the time of registration or approval. Any such promotional credit:

(a) is granted gratuitously and does not constitute consideration for any obligation on the Partner's part;

(b) is not an entitlement, and its availability, amount, and eligibility criteria may be modified, restricted, or discontinued by the Company at any time without liability to any Partner, including Partners previously granted such credit;

(c) is subject to review where the Company identifies shared identifying information (including GSTIN or phone number) with another account, and may be withheld or reversed if the Company determines, in its sole discretion, that the credit was obtained through duplicate or fraudulent registration.

5.5 Tax Deducted at Source. Wallet loads are processed by the Company on a gross, upfront basis without deduction. Where a Partner is required under Applicable Law to deduct tax at source in respect of amounts payable to the Company, and has deposited such deducted tax with the appropriate government authority, the Partner may submit a valid TDS certificate (Form 16A) to the Company. Upon the Company confirming that the corresponding deduction is reflected in its Form 26AS or Annual Information Statement, the Company will issue a wallet credit equal to the verified amount within a period to be notified by the Company on the Platform. Cash refunds in lieu of a wallet credit under this Clause will be considered only where the Partner's account has been closed and no further wallet use is possible. (The specific TDS provision applicable to payments of this nature will be confirmed and published by the Company in due course; Partners should rely on their own tax advisor's assessment in the interim.)

6. Confidentiality & Data Protection

6.1 Buyer contact information disclosed to a Partner through an unlocked Lead or a Booking is confidential and may be used solely to respond to that specific Buyer's inquiry. Partners shall not disclose such information to any third party, use it for unrelated marketing, or retain it beyond a period reasonably necessary to service the inquiry.

6.2 Each Partner shall implement reasonable technical and organizational safeguards to protect Buyer personal data received through the Platform, consistent with the Digital Personal Data Protection Act, 2023, and the Company's Privacy Policy.

6.3 Any breach of this Clause 6 is a material breach of this Agreement and may result in immediate suspension under Clause 10, independent of any liability the Partner may have to the affected Buyer or under Applicable Law.

7. Intellectual Property

7.1 Each Partner grants the Company a non-exclusive, royalty-free, worldwide license to host, display, reproduce, and distribute content submitted by the Partner (including Listings, images, business name, and logo) on the Platform and in the Company's own promotional and marketing materials referencing the Platform.

7.2 The Company retains all right, title, and interest in the "Mordealz" name, logo, trademarks, and the Platform's software, design, and underlying technology. No Partner acquires any right therein by virtue of this Agreement.

8. Prohibited Conduct

Without limiting any Schedule-specific restrictions, no Partner shall:

(a) post false, misleading, or bait-and-switch Listings;

(b) operate multiple accounts to circumvent any Platform limit or benefit;

(c) disclose Buyer contact information to any third party;

(d) solicit a Buyer to transact outside the Platform for the specific purpose of avoiding fees payable to the Company, where the Buyer relationship originated from the Platform;

(e) attempt to circumvent, reverse-engineer, or interfere with the Platform's functionality, security, or fee mechanisms;

(f) engage in any conduct that is fraudulent, deceptive, defamatory, or unlawful in connection with the Platform.

9. Ratings & Reviews

Where the Platform enables Buyers to rate or review a Partner following a completed transaction, such ratings reflect the views of individual Buyers and not the Company. Partners shall not solicit, incentivize, fabricate, or manipulate ratings. The Company reserves the right to remove ratings it determines, in its discretion, to be fraudulent or in violation of this Agreement.

10. Suspension & Termination

10.1 The Company may warn, restrict features available to, suspend, or terminate a Partner's account at its sole discretion, with or without prior notice, where it determines a violation of this Agreement, Applicable Law, or conduct harmful to Buyers or the Platform's integrity.

10.2 Enforcement actions under this Clause are currently determined through manual review by Company personnel and are not automatically triggered by any single metric.

10.3 Effect on Wallet Balance.

(a) Where a Partner's account is terminated in good standing — including voluntary exit by the Partner — any unused wallet balance funded by genuine payment (excluding promotional credit under Clause 5.4, which is forfeited in all cases of termination) shall be refunded to the Partner upon request, subject to the Company's standard verification process.

(b) Where a Partner's account is terminated for fraud, malpractice, or a material breach of this Agreement, the entirety of the remaining wallet balance, including any unused genuine payment and any promotional credit, shall be forfeited to the Company, and no refund shall be payable. This outcome shall follow the Company's review of the relevant facts; a Partner subject to termination under this sub-clause may raise the matter through the grievance process at Clause 15.

10.4 Clauses 5–7, 10.3, 11–14, and 16 shall survive termination of this Agreement.

11. Limitation of Liability

11.1 THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO LEAD QUALITY, BUYER INTENT, CONVERSION, OR UNINTERRUPTED OR ERROR-FREE OPERATION OF THE PLATFORM.

11.2 THE COMPANY SHALL NOT BE LIABLE FOR ANY ACT, OMISSION, MISREPRESENTATION, OR DEFAULT OF ANY BUYER, OR FOR THE OUTCOME OF ANY TRANSACTION BETWEEN A PARTNER AND A BUYER, WHICH REMAINS SOLELY BETWEEN THOSE PARTIES.

11.3 SUBJECT TO APPLICABLE LAW, THE COMPANY'S AGGREGATE LIABILITY TO A PARTNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THAT PARTNER TO THE COMPANY IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.4 THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.5 Nothing in this Clause 11 excludes or limits liability that cannot lawfully be excluded or limited under Applicable Law.

12. Indemnification

Each Partner shall indemnify, defend, and hold harmless the Company, its officers, directors, and employees from and against any claim, loss, liability, damage, or expense (including reasonable legal fees) arising from or in connection with: (a) the Partner's Listings or the underlying goods or services described therein; (b) any misrepresentation by the Partner; (c) the Partner's breach of this Agreement or Applicable Law; or (d) any dispute between the Partner and a Buyer, including in relation to vehicle title, condition, warranty, or service quality.

13. Amendments

The Company may amend this Agreement at any time. Material changes will be notified through the Platform or by direct communication, with an effective date. Continued use of the Platform after the effective date constitutes acceptance of the amended Agreement. A Partner who does not accept an amendment may terminate its account under Clause 10.

14. Governing Law & Jurisdiction

This Agreement is governed by the laws of India. The courts at Chennai, Tamil Nadu shall have exclusive jurisdiction over any dispute arising out of or in connection with this Agreement, and each Partner submits to such jurisdiction.

15. Grievance Redressal

In accordance with the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021, the Company has appointed a Grievance Officer to address complaints regarding the Platform. Complaints may be addressed to Mr Saleem Basha, ELIXYR TECHLABS PRIVATE LIMITED email:grievance@mordealz.com. The Company shall acknowledge complaints within twenty-four (24) hours and endeavor to resolve them within the timelines prescribed under Applicable Law.

16. Miscellaneous

16.1 Force Majeure. Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control.

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

16.3 No Waiver. No delay or failure by the Company to exercise any right shall operate as a waiver of that right.

16.4 Assignment. A Partner may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of assets.

16.5 Entire Agreement. This Agreement, together with the Schedule applicable to the Partner's account type and the Company's Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter.

Schedule 1 — New Vehicle / Two-Wheeler Dealers

S1.1 Offer Accuracy. Dealer Offers must accurately reflect current pricing, availability, and terms, and must be honored as posted for their stated validity period. The Company may reject or remove any Offer it determines to be inaccurate or misleading.

S1.2 Lead Responsiveness. The Dealer shall respond to unlocked Leads within a commercially reasonable time. The Company monitors response metrics and may issue strikes or adjust the Dealer's enforcement status under Clause 10 for a pattern of poor responsiveness, per criteria published on the Platform.

S1.3 Lead Confidentiality. Buyer information disclosed through an unlocked Lead shall not be shared with any third party, including other dealerships, franchisees, or affiliated entities, and shall be used only to respond to that Buyer's specific inquiry (see Clause 6).

S1.4 Invoicing. The Dealer, as recipient of a taxable supply from the Company, is responsible for its own GST compliance in respect of amounts paid to the Company. The Company will issue invoices or receipts as required under Applicable Law.

S1.5 Promotional Credit Eligibility. New Dealer accounts approved under the "car" or "two-wheeler" vehicle type may be eligible for the promotional credit described in Clause 5.4, in an amount determined by the Company for that vehicle type and communicated at the time of grant.

Schedule 2 — Used-Vehicle Dealers

S2.1 Vehicle Condition & Documentation. The Used-Vehicle Dealer is solely responsible for the accuracy of all information published in a Listing, including vehicle condition, ownership history, accident/damage history, and odometer reading. The Company does not inspect, certify, or verify any vehicle listed on the Platform and makes no representation as to its condition or roadworthiness.

S2.2 Registration Transfer & Regulatory Compliance. The Used-Vehicle Dealer is solely and legally responsible for effecting transfer of the Registration Certificate (RC) to the buyer, including physical presence at the relevant Regional Transport Office where required, and for compliance with the Central Motor Vehicles Rules, 1989, applicable Pollution Under Control (PUC) requirements, and Bureau of Indian Standards roadworthiness norms. The Company is not a party to, and assumes no liability in connection with, RC transfer, registration compliance, or any dispute between the Dealer and a Buyer arising from vehicle condition or documentation.

S2.3 Listing Fees & Caps. Where the Platform imposes a periodic cap on free Listings, the Used-Vehicle Dealer may publish additional Listings beyond that cap only upon payment of the applicable listing fee, processed as a direct payment and not through Wallet balance, at the pricing displayed on the Platform.

S2.4 No Lead Marketplace. Used-Vehicle Dealer accounts do not participate in the Lead-unlock model described in Schedule 1 and are not eligible for the promotional credit under Clause 5.4. Boost fees for Used-Vehicle Dealer Listings are governed by Clause 5.2–5.3.

S2.5 Buyer Due Diligence Notice. The Used-Vehicle Dealer acknowledges that the Platform will display a notice to Buyers advising independent inspection of vehicle documentation and physical condition prior to purchase, and consents to such notice being displayed alongside its Listings.

Schedule 3 — Service Providers

S3.1 Offer & Service Accuracy. Service Offers must accurately describe the service, pricing, and applicable terms, and must be honored as posted.

S3.2 Booking Responsiveness. The Service Provider shall respond to Bookings in a commercially reasonable time and honor confirmed appointments, or provide timely notice of any change.

S3.3 Ratings. Ratings submitted by a Buyer following a completed Booking may be displayed publicly on the Service Provider's profile. The Service Provider shall not solicit, incentivize, or fabricate ratings (see Clause 9).

S3.4 Boost Fees. Boost fees for Offers and profile placement are flat-rate and time-limited as published on the Platform, and non-refundable once activated (Clause 5.3).

S3.5 No Promotional Credit. Service Provider accounts are not eligible for the promotional credit described in Clause 5.4.

Schedule 4 — Private Sellers

S4.1 Individual, Non-Commercial Use. The Platform's Private Seller registration is intended for individuals listing their own vehicle for personal sale, not for dealers, resellers, or any person listing vehicles on behalf of a business. The Company may reclassify or restrict an account it determines, in its discretion, to be operating as an undisclosed commercial seller under this category.

S4.2 Listing Accuracy. The Private Seller is solely responsible for the accuracy of information in their Listing, including vehicle condition, ownership, and documentation status, and for effecting RC transfer to the buyer as described in Schedule 2, Clause S2.2, which applies equally to Private Sellers.

S4.3 Login Credentials. The Private Seller is responsible for maintaining the confidentiality of their phone number and PIN used to access their listings, and for all activity conducted through their account. The Company is not liable for unauthorized access resulting from the Seller's failure to safeguard these credentials.

S4.4 Listing Caps & Fees. Where the Platform imposes a periodic cap on free Listings, the Private Seller may publish an additional Listing within that period only upon payment of the applicable fee, which is a direct payment and non-refundable once the Listing is published, consistent with Clause 5.3.

S4.5 Boost Non-Refundability. Any Boost applied to a Private Seller Listing, whether purchased or granted as a promotional inclusion, is non-refundable once activated.