Seller Agreement
VidCo
Seller Agreement
VidCo — Terms for Merchants selling on the Platform
Effective date: 2 August 2026 Last updated: 2 August 2026
Operated by: RAPIDSELL SOLUTION PRIVATE LIMITED
1. Introduction and Acceptance
This Seller Agreement (the "Agreement") is entered into between RAPIDSELL SOLUTION PRIVATE LIMITED ("VidCo", "we", "us" or "our") and the business or individual registering as a merchant on the VidCo platform, including the VidCo mobile applications (customer, merchant and delivery-partner apps) and any associated websites (collectively, the "Platform") ("Seller", "Merchant", "you" or "your"). It governs your listing and sale of products through the Platform.
By completing merchant registration or listing any product, you agree to be bound by this Agreement, the Terms of Service, the Privacy Policy, the Returns & Refunds Policy, the Content & Community Guidelines and the Prohibited Items Policy, each as amended from time to time.
2. Eligibility and Onboarding
To sell on the Platform you must complete onboarding and provide accurate business and verification information, which may include:
- legal business name, constitution and address of the store/outlet;
- GST registration number (GSTIN) where applicable, and PAN;
- bank account details for settlements; and
- identity, address and any licences required for the products you sell.
You represent that all information and documents you provide are true, current and complete, and you will keep them updated. We may verify your details and may suspend or reject onboarding if verification fails.
3. Nature of Relationship
You are an independent seller and the principal in every sale of your products. VidCo acts solely as an intermediary and technology platform facilitating transactions between you and Buyers. Nothing in this Agreement creates any partnership, joint venture, agency (except limited payment-collection agency as described below) or employment relationship between you and VidCo.
The contract of sale is formed directly between you and the Buyer. You are solely responsible for the products you sell, their quality, safety, legality, packaging, warranties and compliance.
4. Listings and Content
You are responsible for all listings, product information, images, videos, reels, stories and other Content you publish. You must ensure that:
- product descriptions, prices, specifications, quantities, country of origin (where required) and images are accurate and not misleading;
- listings comply with the Consumer Protection (E-Commerce) Rules, 2020, including display of mandatory information;
- you hold all rights to the Content you upload, including any music, trademarks and third-party materials; and
- listings comply with the Content & Community Guidelines and the Prohibited Items Policy.
You grant VidCo a worldwide, non-exclusive, royalty-free, sub-licensable licence to host, display, reproduce, adapt and promote your Content and listings on and in connection with the Services.
4A. Artificial Intelligence (AI) Services
The Platform may provide artificial intelligence ("AI") powered tools and services to assist Sellers in creating product listings, descriptions, images, videos, reels, translations, marketing content, pricing suggestions, inventory management, customer communications, analytics, and other business operations ("AI Services").
AI Services are provided solely as assistive tools. Sellers remain solely responsible for reviewing, verifying, modifying, and approving all AI-generated outputs before publishing or relying upon them.
The Seller acknowledges that AI-generated content may contain inaccuracies, omissions, or unintended results. VidCo does not warrant the accuracy, legality, originality, merchantability, fitness, or suitability of any AI-generated output and shall not be liable for any loss arising from its use.
VidCo may modify, suspend, limit, or discontinue AI Services at any time without prior notice.
4B. Live Selling, Video Commerce and Interactive Content
The Platform enables Sellers to promote and sell products through live streams, videos, reels, stories, and other interactive multimedia formats.
The Seller agrees that all demonstrations, promotional content, and live selling activities shall accurately represent the products offered and comply with applicable law.
The Seller shall not:
• make false or misleading claims;
• conceal material product defects;
• manipulate demonstrations;
• display products materially different from those delivered;
• create artificial urgency or deceptive promotional offers;
• use fabricated testimonials or endorsements;
• engage in misleading pricing during live events.
VidCo may record, moderate, archive, restrict, remove, or disable live commerce sessions where necessary to protect Users or enforce Platform policies.
5. Pricing, Inventory and Fulfilment
- You set the selling price of your products, inclusive of applicable taxes, and are responsible for its accuracy.
- You must maintain accurate inventory and stated dispatch timelines (dispatch days), and promptly update stock and availability.
- You must accept and process confirmed Orders within the applicable acceptance and dispatch windows, and pack products securely.
- Where you enable vacation mode or are unavailable, your store may be hidden and will not receive new Orders.
5A. Merchant Performance Standards
To maintain marketplace quality, VidCo may monitor Seller performance using operational metrics including:
• Order Acceptance Rate;
• Order Cancellation Rate;
• Dispatch Timeliness;
• Delivery Performance;
• Return Rate;
• Customer Complaint Rate;
• Customer Ratings;
• Response Time;
• Policy Compliance.
Failure to maintain acceptable performance standards may result in reduced search visibility, temporary restrictions, suspension of certain Platform features, delayed settlements, or termination of the Seller account.
5B. Search Ranking and Product Discoverability
Search results, recommendations, and product visibility on the Platform are determined using automated systems, algorithms, and other factors, which may include:
• relevance;
• location;
• inventory availability;
• customer ratings;
• product popularity;
• merchant performance;
• fulfilment quality;
• engagement metrics;
• watch time;
• response time;
• sponsored promotions.
VidCo may modify ranking methodologies at any time without prior notice.
Participation on the Platform does not guarantee search placement, visibility, impressions, traffic, or sales.
5C. Merchant Analytics
VidCo may provide Sellers with business analytics and performance reports relating to their stores and products.
Analytics may include:
• impressions;
• clicks;
• product views;
• video views;
• watch duration;
• engagement;
• customer demographics (where available);
• conversions;
• repeat purchases;
• campaign performance.
Such analytics are provided for informational purposes only and may be estimated or aggregated.
6. Delivery
Delivery may be fulfilled by you and/or by Delivery Partners facilitated through the Platform, on an aggregator basis. You must hand over Orders in a ready-to-ship condition within the agreed timelines. Risk in the products passes on delivery to the Buyer, subject to returns handling.
7. Fees, Commissions and Settlements
In consideration for the Services, you agree to pay the platform fees, commissions, subscription charges and any other applicable charges notified to you through the Platform or your merchant dashboard (collectively, "Fees"). Fees may vary by category, subscription plan and promotions.
- We may collect payments from Buyers on your behalf as your limited collection agent and remit the net amount due to you after deducting applicable Fees, refunds, chargebacks and taxes.
- Settlements will be made to your registered bank account on the settlement cycle notified to you, subject to successful delivery and the returns window.
- We may withhold or set off amounts against sums you owe us, disputed transactions, or suspected fraud.
7A. Settlement Reserve and Payment Holds
VidCo may establish reasonable settlement reserves where necessary to manage financial risk.
Without limiting other rights under this Agreement, VidCo may temporarily delay, withhold, offset, or suspend settlements where reasonably necessary to:
• investigate fraud;
• process refunds;
• resolve customer disputes;
• manage chargebacks;
• verify Seller information;
• comply with legal obligations;
• investigate policy violations.
Where applicable, negative settlement balances may be carried forward and adjusted against future settlements.
8. Taxes
You are solely responsible for determining, charging, collecting, reporting and remitting all taxes applicable to your sales, and for issuing valid tax invoices to Buyers. Where required by law, VidCo may collect tax at source (for example, TCS under Section 52 of the CGST Act, 2017) and/or deduct tax (for example, TDS under Section 194-O of the Income-tax Act, 1961) and deposit it with the authorities, and will provide the applicable statements.
9. Returns, Refunds and Chargebacks
You must honour the Returns & Refunds Policy. You are responsible for the cost of returns, replacements and refunds attributable to defective, damaged, incorrect, mis-described or non-compliant products, and for chargebacks arising from your acts or omissions. We may deduct such amounts from your settlements.
9A. Promotional Campaigns
VidCo may conduct promotional campaigns including discounts, coupons, loyalty programmes, Coins, cashback offers, referral programmes, seasonal sales, sponsored events, or marketing campaigns.
Participation in promotional campaigns may be voluntary unless otherwise agreed.
VidCo reserves the right to modify, suspend, or discontinue promotional campaigns at any time.
10. Customer Service, Ratings and Feedback
You must provide prompt and fair customer service and respond to Buyer queries and complaints. Buyers may rate and review your products and store. You must not solicit fake reviews, manipulate ratings, or offer incentives in exchange for reviews. We may display, moderate and act on ratings, reviews and feedback.
11. Compliance and Prohibited Conduct
You must comply with all applicable laws, including consumer protection, product safety, labelling, weights and measures, and sector-specific licensing requirements. You must not:
- list or sell any item in breach of the Prohibited Items Policy or applicable law;
- sell counterfeit, unsafe, recalled, expired or infringing products;
- engage in price manipulation, deceptive practices or off-platform circumvention to avoid Fees; or
- misuse Buyer data obtained through the Platform for any purpose other than fulfilling Orders.
11A. Product Recalls and Safety
The Seller shall immediately notify VidCo upon becoming aware of:
• product recalls;
• regulatory investigations;
• safety defects;
• counterfeit allegations;
• manufacturing defects;
• consumer safety concerns.
The Seller shall cooperate fully with VidCo in removing affected listings, notifying Buyers, processing refunds, and complying with applicable legal requirements.
11B. Regulatory Compliance
The Seller represents that all products offered through the Platform comply with all applicable laws, standards, registrations, certifications, labelling requirements, and industry regulations applicable to such products.
Where applicable, this includes compliance with laws relating to:
• consumer protection;
• legal metrology;
• food safety;
• cosmetics;
• drugs;
• textiles;
• electronics;
• environmental compliance;
• product safety;
• import and export regulations.
11C. Counterfeit and Intellectual Property Protection
The Seller shall not list or sell counterfeit, infringing, replica, unauthorised, or illegally imported goods.
Where VidCo receives a credible intellectual property complaint, VidCo may immediately suspend or remove affected listings pending investigation.
Repeated intellectual property violations may result in permanent suspension of the Seller account.
12. Data Protection and Confidentiality
You must handle any personal data of Buyers strictly in accordance with the Privacy Policy and applicable law, use it only to fulfil Orders, keep it secure, and not retain or share it beyond what is necessary. You must keep confidential all non-public information you receive through the Platform.
12A. Customer Data Protection
The Seller shall process Buyer Personal Data solely for fulfilling Orders and providing customer support.
The Seller shall not:
• create independent customer databases using Platform information;
• sell or disclose Buyer information to third parties;
• use Buyer information for unrelated marketing activities;
• contact Buyers outside the Platform except where reasonably necessary to fulfil Orders or where expressly permitted by applicable law.
These obligations survive termination of this Agreement.
13. Intellectual Property
Each party retains ownership of its own intellectual property. You must not use VidCo's trademarks or branding except as expressly permitted. The licence you grant to your Content is set out in Section 4.
13A. Merchant Data and Platform Analytics
The Seller acknowledges that VidCo may process Seller information, product data, transaction information, and Platform activity for purposes including:
• fraud prevention;
• business analytics;
• operational reporting;
• search ranking;
• AI-powered recommendations;
• marketplace optimisation;
• product improvements;
• legal compliance.
Such processing shall be conducted in accordance with the Privacy Policy and applicable law.
14. Warranties and Indemnity
You warrant that you have the right to sell the products you list, that they are genuine, safe and compliant, and that your Content does not infringe any third-party rights. You agree to indemnify and hold harmless VidCo and its affiliates from and against any claims, penalties, damages, losses and expenses (including reasonable legal fees) arising out of your products, Content, breach of this Agreement or violation of any law or third-party right.
15. Limitation of Liability
To the maximum extent permitted by law, VidCo shall not be liable to you for any indirect, incidental, special or consequential damages, or loss of profits or goodwill. Subject to applicable law, our aggregate liability under this Agreement shall not exceed the total Fees paid by you to VidCo in the three (3) months preceding the event giving rise to the claim.
16. Suspension, Delisting and Termination
We may suspend, restrict, delist or terminate your account, listings or access, with or without notice, if you breach this Agreement or applicable law, receive excessive complaints or returns, engage in fraud, or where necessary to protect Buyers, the Platform or third parties. You may terminate by ceasing to sell and requesting account closure, subject to completing pending Orders, returns and settlements.
On termination, outstanding obligations, indemnities and settlement reconciliations survive.
16A. Marketplace Enforcement
VidCo reserves the right to investigate suspected violations of this Agreement.
Without limiting other remedies, VidCo may:
• remove listings;
• disable videos or live sessions;
• reduce search ranking;
• restrict promotional campaigns;
• suspend advertising privileges;
• reverse promotional benefits;
• freeze settlements where legally permitted;
• temporarily restrict account functionality;
• permanently terminate Seller accounts for repeated or serious violations.
16B. Beta Features
VidCo may provide certain Platform features on a beta, preview, trial, or experimental basis.
Such features may contain defects, interruptions, or incomplete functionality.
VidCo may modify or discontinue beta features at any time without liability.
16C. APIs and Third-Party Integrations
Where VidCo provides APIs or permits integration with third-party software, the Seller shall:
• use APIs only as authorised;
• maintain secure credentials;
• comply with technical documentation;
• avoid excessive or abusive requests;
• refrain from reverse engineering or interfering with Platform systems.
VidCo may suspend or revoke API access at its discretion where necessary to protect the Platform.
17. Force Majeure
Neither party is liable for failure or delay in performance due to events beyond its reasonable control, including natural disasters, epidemics, strikes, network or power failures, or governmental action.
17A. Platform Availability
VidCo does not guarantee uninterrupted availability of the Platform.
The Platform may experience downtime resulting from maintenance, upgrades, cyber incidents, cloud service interruptions, payment gateway failures, internet outages, governmental actions, or other circumstances beyond VidCo's reasonable control.
17B. Business Continuity and Assignment
VidCo may assign or transfer this Agreement, in whole or in part, to any affiliate, successor, purchaser, or entity acquiring all or substantially all of its business or assets, subject to applicable law.
The Seller may not assign this Agreement without VidCo's prior written consent.
18. Governing Law and Disputes
These terms are governed by the laws of India, including as applicable the Information Technology Act, 2000 and the rules made thereunder (including the Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules, 2021), the Consumer Protection Act, 2019 and the Consumer Protection (E-Commerce) Rules, 2020, the Digital Personal Data Protection Act, 2023, and applicable tax legislation.
The courts at Jamnagar, India shall have exclusive jurisdiction, subject to any dispute-resolution mechanism separately agreed in writing between the parties.
18A. Dispute Resolution
Before commencing legal proceedings, the parties shall first attempt to resolve disputes through good-faith negotiations.
If the dispute remains unresolved, either party may refer the matter to the Platform's grievance mechanism.
Subject to applicable law and any non-arbitrable rights, disputes not resolved through the grievance process may be referred to arbitration under the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted by a sole arbitrator appointed by VidCo, unless otherwise required by law. The seat and venue of arbitration shall be Jamnagar, Gujarat, India, and the proceedings shall be conducted in English.
Nothing in this Section restricts either party from seeking interim or injunctive relief before a court of competent jurisdiction where legally permitted.
Appendix Purpose Binding
Appendix A Seller Operational Standards Yes
Appendix B Commercial Terms (Fees, Settlements & Payments) Yes
Appendix C Content & Commerce Standards (Listings, AI & Live Commerce) Yes
Appendix D Performance Standards, Enforcement & Service Levels Yes (unless a section is expressly marked as guidance)
Appendix A
Seller Operational Standards
1. Purpose
This Appendix establishes the operational standards applicable to all Sellers using the Platform. It supplements the Seller Agreement and forms an integral part thereof.
________________________________________
2. Merchant Onboarding
• Eligibility requirements
• KYC requirements
• GST requirements
• Bank verification
• Business verification
• Brand authorization (where applicable)
________________________________________
3. Store Management
• Store profile requirements
• Business hours
• Contact information
• Store branding
• Merchant dashboard responsibilities
________________________________________
4. Inventory Management
• Stock accuracy
• Inventory updates
• Reserved inventory
• Out-of-stock handling
• Bulk inventory uploads
• Inventory synchronization
________________________________________
5. Order Fulfilment
• Order acceptance
• Dispatch timelines
• Packaging
• Shipping labels
• Courier coordination
• Failed deliveries
________________________________________
6. Customer Service
• Response expectations
• Complaint handling
• Warranty support
• Return coordination
• Replacement handling
________________________________________
7. Returns & Reverse Logistics
• Return inspection
• Return approval
• Refund cooperation
• Damaged products
• Lost shipments
________________________________________
8. Merchant Communications
• Communication etiquette
• Buyer messaging
• Prohibited communications
• Off-platform solicitation restrictions
________________________________________
9. Data Protection Responsibilities
• Customer confidentiality
• Secure handling
• Access control
• Incident reporting
________________________________________
10. Business Continuity
• Updated contact information
• Disaster recovery expectations
• Temporary closures
• Store suspension requests
________________________________________
Appendix B
Fee Schedule, Settlement Cycle & Payment Rules
1. Platform Fees
May include:
• Commission
• Subscription fees
• Listing fees
• Advertising fees
• AI usage charges
• Transaction fees
• Payment processing charges
VidCo may revise applicable fees by providing prior notice through the Platform.
________________________________________
2. Settlement Cycle
Settlement may be:
• Daily
• Weekly
• Fortnightly
• Monthly
depending on Seller category or commercial arrangement.
________________________________________
3. Settlement Conditions
Settlement may be adjusted for:
• refunds
• returns
• cancellations
• chargebacks
• taxes
• promotional subsidies
• platform credits
________________________________________
4. Settlement Holds
VidCo may temporarily withhold settlements for:
• fraud investigations
• policy violations
• KYC review
• legal requests
• excessive returns
• counterfeit investigations
________________________________________
5. Taxes
Seller remains responsible for:
• GST
• Income Tax
• TDS
• TCS
• invoicing
• statutory filings
________________________________________
6. Promotional Funding
Promotional campaigns may be funded by:
• Seller
• VidCo
• Brand partners
• Shared funding arrangements
________________________________________
7. Refund Accounting
Settlement adjustments may occur for:
• refunds
• replacements
• cancellations
• pricing errors
________________________________________
8. Negative Balance
Negative balances may be recovered through:
• future settlements
• reserve adjustments
• direct recovery where permitted by law
________________________________________
9. Payment Partners
Payments may be processed through authorised payment service providers.
VidCo does not guarantee uninterrupted payment services.
________________________________________
10. Commercial Changes
Commercial terms may be updated with reasonable prior notice.
________________________________________
Appendix C
Product Listing, AI Content & Live Commerce Standards
1. Product Listing Requirements
Every listing should contain:
• Title
• Description
• Images
• Videos
• Price
• MRP
• Brand
• Category
• Variants
• Specifications
• Country of Origin
• Manufacturer details
• Warranty information
________________________________________
2. Product Images
Requirements:
• accurate
• current
• sufficiently clear
• no misleading edits
• no prohibited content
________________________________________
3. Product Videos
Videos should:
• accurately demonstrate products
• avoid misleading edits
• clearly disclose limitations
• avoid deceptive claims
________________________________________
4. AI Generated Content
Seller remains responsible for:
• AI descriptions
• AI videos
• AI translations
• AI pricing suggestions
• AI marketing copy
AI output must be reviewed before publication.
________________________________________
5. Live Commerce
Requirements:
• truthful demonstrations
• lawful promotions
• respectful conduct
• transparent pricing
• product availability disclosure
________________________________________
6. Business Stories & Reels
Permitted uses include:
• product launches
• promotions
• educational content
• behind-the-scenes content
• customer testimonials (with permission)
________________________________________
7. Advertising Standards
Advertisements shall comply with:
• Platform policies
• applicable law
• consumer protection requirements
________________________________________
8. Intellectual Property
Seller warrants rights to all:
• photographs
• videos
• trademarks
• logos
• AI-generated content
• music
• promotional materials
________________________________________
9. Prohibited Content
Including:
• counterfeit products
• misleading advertisements
• fake reviews
• impersonation
• offensive content
• prohibited products
• illegal activities
________________________________________
10. Content Moderation
VidCo may:
• remove
• edit metadata
• restrict visibility
• suspend live streams
• disable content
where reasonably necessary to enforce Platform policies.
________________________________________
Appendix D
Performance Standards, Enforcement & Service Levels
1. Performance Scorecard
Illustrative performance indicators include:
KPI Measurement
Order Acceptance Rate Accepted Orders
Cancellation Rate Seller cancellations
Dispatch Timeliness On-time dispatch
Return Rate Returns received
Customer Rating Average rating
Complaint Rate Complaints received
Response Time Buyer response time
Listing Quality Platform assessment
Video Engagement Customer engagement
Policy Compliance Violations recorded
VidCo may review and update KPI methodologies from time to time.
________________________________________
2. Marketplace Enforcement
VidCo may apply proportionate enforcement measures including:
• Warning
• Listing correction request
• Listing removal
• Search visibility reduction
• Advertising restriction
• Live selling suspension
• AI feature restriction
• Settlement hold
• Account suspension
• Account termination
The enforcement action will depend on the nature, severity, frequency, and impact of the violation.
________________________________________
3. Service Levels
VidCo aims to provide reliable Platform services but does not guarantee:
• uninterrupted availability
• continuous traffic
• minimum sales
• search rankings
• customer acquisition
Maintenance windows and unforeseen outages may affect Platform availability.
________________________________________
4. Appeals Process
Sellers may request a review of certain enforcement actions through the Platform's grievance or support process. VidCo will review appeals in accordance with its internal procedures, but submission of an appeal does not automatically suspend the enforcement action unless VidCo decides otherwise.
________________________________________
5. Policy Updates
VidCo may revise this Appendix to reflect operational improvements, legal requirements, security needs, or new Platform features. Updated versions will become effective after notice is provided in accordance with the Seller Agreement.
19. Amendments and Notices
We may amend this Agreement and the applicable Fees by notice through the Platform or merchant dashboard; your continued use after the effective date constitutes acceptance. Notices to you may be sent to your registered contact details; notices to us should be sent to support@vidco.in and RAPIDSELL SOLUTION PRIVATE LIMITED, Plot No 152, Shaligram Park, Lalwadi Road, Kaushal Nagar, Jamnagar, Gujarat, 361001.
Note: This document is a good-faith drafting template prepared for the VidCo product. It should be reviewed and adapted by qualified legal counsel to reflect the final registered entity, commercial terms and applicable law before publication.