1. DEFINITION: In this Agreement

A. “Agreement - Agreement Is an Application cum Registration Form to become an IBO of iRICH Work & Play India Pvt. Ltd., as defined in Section 2(h) of the Indian Contract Act, 1872 as "An agreement enforceable by law" Including the word 'Agreement' which has been defined In Section 2(e) of the Act i.e., every promise and every set of promises, forming consideration for each other. By entering into this agreement an IBO (Applicant) acquires nontransferable rights & privileges to market and sale the products as offered by the iRICH Work & Play India Pvt. Ltd. in Its allocated territory under the terms and conditions of this agreement and Eye Laws “BL".

B. “Company" means M/s iRICH Work & Play India Pvt. Ltd. a company duly Incorporated under the Indian Companies Act, 2013 (18 of 2013) and rule 18 of the Companies (Incorporation) Rules, 2014] having its registered office at 201 301, Shanta Building 18th June Road,, Panjim, North Goa,, GOA, North Goa, Goa, India, 403001, Which us into the business of Marketing / Sales of Goods and related services including Travel, Holidays, Online Reservations, Education under its own/ licensed logo brand/ trade name by Direct Sales or through any other mode hereinafter referred as “iRICH Work & Play India Pvt. Ltd.” or "Company".

C. 'IBO' means Independent Business Owner’s and have attained the age of majority & not restrained under any Law time being In force to execute this agreement & possesses the competence to represent the business of the Applicant company/ firm/ society to Sign and execute this agreement on his/ her behalf (A separate Legal Entity contractually engaged With the iRICH Work & Play India Pvt. Ltd. on principal to principal basis) of the company, Independently and/ or with free will binding his/ her (Applicants) own acts and deeds In relation to the business transactions with the company with an commercial intention to earn incentive / commission and / or whatsoever name IS called arising out of the sales of products made directly by him/ her or through his/ her down lines (group sales) as per iRICH Work & Play India Pvt. Ltd. marketing and business plan known as iRICH Compensation Plan. iRICH Work & Play India Pvt. Ltd. at Its sole discretion can change the rates of incentive / commissions / MRP / IBO Price / Business Volumes / Point Values etc. by whatsoever name is called at any time during the continuation of this agreement or during any renewed period thereof. Any sales return made by the applicant and/ or by his/ her group (down line) shall be treated as deduction of such Incentive without any reference.

D. "Goods / Products / Tourism or Services” means all goods / products / Tourism and others manufactured / marketed / sold by iRICH Work & Play India Pvt. Ltd. under Its own / licensed logo and trade name.

E. 'Sponsor shall be (an active existing IBO to Introduce the applicant / prospect) an existing active IBO of requisite status for introducing the applicant.

2. TERMS

A. This Instrument hereafter referred to as an agreement, executed between Applicant & iRICH Work & Play India Pvt. Ltd.

B. iRICH Work & Play India Pvt. Ltd. hereby appoints Identified applicant as Its IBO for Its products / Tourism and related services and applicant(s) hereinafter referred as IBO accepts such appointment.

C. This agreement shall become effective on the date of iRICH Work & Play India Pvt. Ltd. acknowledges and accepts lBO-ship of applicant iRICH Work & Play India Pvt. Ltd. at Its sole discretion may accept or reject the application without assigning any reason, including Incomplete, Inaccurate, false or misleading information In the application / registration form attached to this agreement.

E. Renewal – IBO-ship is free & for the Lifetime of an IBO but the continuation requires at least one transaction of any amount within a period of 30 days, In case of no transaction is found for consecutive three months the IBO Ship would be auto terminated.

3. IBO AGREES THAT

A. Applicant entered into this agreement as IBO of iRICH Work & Play India Pvt. Ltd. IBO is a separate Independent entity, associated purely on the present contractual term caused with free and an Independent will nether consumer, and shall have no power of authority to incur any debt, contracts, obligation or liabilities or to make any representation of any warranties on behalf of iRICH Work & Play India Pvt. Ltd.:

B. iRICH Work & Play India Pvt. Ltd. shall provide its features, products/services and promotional offers etc. through personal communication via SMS and phone calls at the registered mobile number of the IBO; which shall supersede the DND “Do Not Disturb" service activated at the registered mobile number of an IBO.

C. Applicant shall not be an employee or agent at iRICH Work & Play India Pvt. Ltd. or in a partnership relationship with iRICH Work & Play India Pvt. Ltd. or any other labour relationship with iRICH Work & Play India Pvt. Ltd. and iRICH Work & Play India Pvt. Ltd. is not offering any kind of Job or quick rich scheme and does not guarantee any monthly or fixed Income.

D. Applicant clearly understands that the applicant Is not entitled to get any Incentive / sales Incentive upon the enrollment of new IBO's Into the iRICH Work & Play India Pvt. Ltd. and recommendation and or enrollment of new IBO by any IBO or by his / her Downline(Group) does not attract payment of Incentive/sales commissions at all.

E. The applicant shall act as an Independent Vendor on his / her own name in his / her own account while purchasing and selling iRICH Work & Play India Pvt. Ltd. products. Applicant declares that at all times his / her acts and deeds shall be to keep up and enhance the reputation of iRICH Work & Play India Pvt. Ltd. Applicant shall not engage himself in high pressure selling / promoting and will be courteous to the customer/s and must at all times make a fan representation of the iRICH Compensation Plan and Its products faithfully and without any inducement applicant shall not sell any iRICH Work & Play India Pvt. Ltd. product for a price more than Maximum Retail Price (MRP) However. IBO may charge at his / her discretion, any price that is lower MRP Indicated on the label of any product

F. The relation and all activities between iRICH Work & Play India Pvt. Ltd. and him / her shall be governed by the bye laws (BL) of iRICH Work & Play India Pvt. Ltd., addition to this agreement which Includes (a) iRICH Compensation Plan (b) IBO Code of Ethics (c) Product Catalogue and all other Literatures as available In the website and or anywhere In company materials literature etc (collectively refers herein as “Bye Laws' (BL) iRICH Work & Play India Pvt. Ltd. may amend any of the term and conditions mentioned anywhere in this agreement Including Bye Laws(BL) through broadcasting such amendments / modifications on Its website and or through any other modes of communication / publication whatsoever as iRICH Work & Play India Pvt. Ltd. thinks fit and proper and continuation of lBO-ship stands as a deemed acceptance of such amendments / modifications If any IBO does not agree with such amendments Applicant may terminate this agreement within 30 days of such publication / Communication by giving a written notice to iRICH Work & Play India Pvt. Ltd.. In case IBO breach any or all terms and Conditions as mentioned anywhere in this Agreement and or mentioned anywhere In the Bye Laws (BL) the iRICH Work & Play India Pvt. Ltd. possesses unconditional rights to terminate this agreement with or without issuance of show cause notice as iRICH Work & Play India Pvt. Ltd. may think fit and proper. IBO clearly understands that in case of any breach of any of the terms and condition as mentioned anywhere in this agreement / Bye Laws (BL) is found (directly or indirectly related with the IBO or with his / her down-line group), the iRICH Work & Play India Pvt. Ltd. possesses unconditional rights to terminate his / her IBO-ship with / without issuance of show cause notice. IBO hereby indemnify iRICH Work & Play India Pvt. Ltd. from all kinds of liabilities which may arise out of his / her acts and deeds, including the deeds and acts of his / her down-line.

G. The applicant has understood that the IBO-ship is free for life time provided that IBO-ship requires at least one transaction of sale and purchase in his / her own IBO-ship in every 30 days to remain active in the iRICH Compensation Plan. Any IBO who does not accumulate any transaction In his / her own IBO-ship for consecutively three months shall be terminated by the iRICH Work & Play India Pvt. Ltd. without issuance any notice and any IBO who got termination under this clause can't claim his / her rights and privileges which include all benefits bundled With IBO-ship like incentive, bonus, commissions and others in any manner whatsoever.

H. Applicant shall comply with all applicable laws. regulation and ordnance (central, state, local) applicable to his/her iRICH Work & Play India Pvt. Ltd. Business as may be applicable there upon from time to time and agree to obtain / apply all license / permissions / registration on which may be required to run the business as an lBO / Franchisee / Mobile Franchisee or C & F. IBO declares that in case IBO is prohibited from doing the business as an IBO under any the enactment of any new Law / statute and or under any change / amendment made in the present law / statutes. IBO is fully and unconditionally agree to abandon his / her all rights, claims and others whether or not attached and or bundled with the lBO-ship.

I. iRICH Work & Play India Pvt. Ltd. reserves the right to recover back any bonus paid to any IBO under the following Circumstances:

• a) Product returned under Refund Policy
• b) Returned to any Branch/Franchisee under any applicable law or Stolen or obtained by Illegal means

J. The selling price (MRP / IBO Price / Business Volume / Point Value and it’s availability) of any iRICH Work & Play India Pvt. Ltd. product is determined by iRICH Work & Play India Pvt. Ltd. and no IBO shall be allowed to reduce or Increase the price Including by way of tempering with the selling price as affixed or decided by iRICH Work & Play India Pvt. Ltd. on the label or packing of the product Breach of the regulation on shall result in suspension or termination of IBO-ship by iRICH Work & Play India Pvt. Ltd..

K. An IBO shall be held liable and responsible for false claims, misrepresentation, etc. about iRICH Work & Play India Pvt. Ltd. business quality, quantity, content, usage or benefits of products other than those mentioned in an authorized product catalogue specified by iRICH Work & Play India Pvt. Ltd. and all such acts shall lead to disciplinary action including suspension or termination of IBO-ship.

L. Applicant shall not be Involved directly or indirectly (Including by proxy) on any activities for other direct selling companies or any other activities that will bring negative effects to iRICH Work & Play India Pvt. Ltd. iRICH Work & Play India Pvt. Ltd. reserves the right to terminate any lBO who commits such offense.

M. The applicant has understood that the applicant and his / her customer can take refund Within 30 days from the date of purchase of their *exclusive products (on account of defect and or dissatisfaction) after standard deduction of 15% as handling charges. The products should be in re-saleable condition a) re saleable condition means the condition in which the price label is clean and intact and in good condition. b) The production of the refunded product has not yet stopped. c) The product seal (shrink wrapping) should be unopened d)The product should have a reasonable Shelf (Date of expiry) Life period OR such an IBO may gel exchange his / her purchased products, within a period of 30 days from the date of purchase as per the condition mentioned in this clause. However, Holiday, Travel & Online reservation packages refund is subjected to the management approval.

4. RIGHTS AND OBLIGATIONS:

A. The Company will make its products/related services available to an IBO and shall pay him / her various commissions as set forth in the Bye Laws (BL).

B. The Company shall comply With Its obligations In accordance with the BL and this agreement.

C. TDS as applicable will be deducted by the company from the commission paid to IBO(s) as per the Income Tax Rules.

D. iRICH Work & Play India Pvt. Ltd terminate this agreement by giving written notice or without any notice for a) breach of any terms and condition of this agreement and of BL. b) non-performance c) Violation of provisions of rules of conduct d) In case iRICH Work & Play India Pvt. Ltd for any reason arrive at the decision that applicant (IBO’s) should not be continued as an IBO of iRICH Work & Play India Pvt. Ltd.

E. In case of dispute or any loss, whether in contract, tort or otherwise the arising out of this agreement liability of iRICH Work & Play India Pvt. Ltd shall not exceed the Lesser of any of these (a) actual damage or loss assessed by the arbitrator or any other dispute resolution arrangement adopted by both the parties (b) total commission earned by the IBO during the preceding six months of the date of dispute.

F Any dispute arising in the future between the independent Business Owner (IBO) and the company shall be adjudicated by a Single arbitrator (appointed by the iRICH Work & Play India Pvt. Ltd) and court situated in the Panaji, Goa, India shall possess the Jurisdiction.

G. Products can be purchased by Deposits (or by any mode of payment so accepted by iRICH Work & Play India Pvt. Ltd) from company. A receipt and bill will be issued for each private purchase (IBO) either via email, back office or hard copies as per the situation.

The Company reserves the full and absolute right at any point of time, even without any prior notice to change vary or amend or modify the iRICH Work & Play India Pvt. Ltd IBO-ship rules and regulations, BL, Code of Ethics, iRICH Compensation Plan and any of its policies and to suspend or terminate the IBO-ship of any IBO or person as and when necessary.