Effective Date: April 27, 2026
Last Updated: April 27, 2026

This Enterprise Production House / Studio Agreement (“Agreement”) is executed on the date of acceptance, whether electronically, digitally, operationally, or by physical execution (“Effective Date”),

BY AND BETWEEN

TFCP INFOTAINMENT PRIVATE LIMITED

a company incorporated under the provisions of the Companies Act, 2013, having its registered office at:

Opp. Piccadilly 4, Royal Palms Estate
Aarey Milk Colony, Goregaon
Mumbai – 400065, Maharashtra, India

CIN: U59111MH2023PTC401543
GSTIN: 27AAKCT0771A1ZJ

Email: legal@vault.rent

operating directly or indirectly through:

CostumePeti;
Vault.rent;
Vault.Fashion;
Vault.Wedding;
Vault.Luxury;
associated warehouse systems;
inventory management systems;
logistics systems;
software infrastructure;
and affiliated operational entities,

hereinafter referred to as the “Company”, which expression shall, unless repugnant to the context or meaning thereof, include its:

affiliates;
subsidiaries;
warehouse operators;
logistics providers;
technology providers;
successors;
and permitted assigns;

OF THE FIRST PART;

AND

The Production House / Studio / OTT Entity / Media Company / Content Owner / Inventory Owner executing this Agreement (“Studio”),

which expression shall include:

affiliates;
subsidiaries;
licensors;
successors;
representatives;
administrators;
legal heirs;
and permitted assigns;

OF THE SECOND PART.

The Company and Studio are collectively referred to as the “Parties” and individually as a “Party”.

1. RECITALS

WHEREAS:

A. The Studio owns and/or controls costumes, wardrobe, props, accessories, production inventory, archival materials, luxury garments, branded assets, and associated inventory arising from film, OTT, television, digital, theatrical, or media productions;

B. The Company operates a technology-enabled ecosystem involving:

storage;
warehousing;
inventory management;
digitization;
cataloging;
rentals;
resale facilitation;
logistics;
fulfillment;
preservation;
and managed operational services;

C. The Studio desires to appoint the Company for storage, operational management, commercialization facilitation, logistics, digitization, archival handling, rental facilitation, resale facilitation, and associated managed services relating to Inventory;

D. The Company has agreed to provide such services subject to the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the mutual covenants and obligations herein contained, the Parties agree as follows:

2. DEFINITIONS

2.1 “Inventory”

shall include:

costumes;
garments;
celebrity wardrobe;
production wardrobe;
props;
footwear;
accessories;
jewelry;
archival textiles;
production assets;
set-linked merchandise;
branded costumes;
promotional inventory;
and associated movable commercial assets.

2.2 “Managed Services”

shall include:

warehousing;
archival storage;
inventory intake;
cataloging;
digitization;
photography;
QR tagging;
metadata creation;
inventory mapping;
rentals;
resale facilitation;
logistics;
dispatch;
reverse logistics;
quality control;
restoration coordination;
preservation coordination;
operational management;
and associated services.

2.3 “Commercialization”

shall include:

rentals;
resale;
exhibitions;
archive showcases;
promotional activations;
licensed exploitation;
commercial inventory usage;
and associated monetization activities.

2.4 “Celebrity Rights”

shall include:

publicity rights;
personality rights;
image rights;
performer rights;
endorsement rights;
commercial likeness rights;
and associated commercial identity rights.

2.5 “Production IP”

shall include:

film rights;
studio rights;
trademarks;
copyrights;
design rights;
merchandising rights;
publicity rights;
logos;
fictional characters;
production identifiers;
artwork;
scripts;
and associated intellectual property.

3. APPOINTMENT & SCOPE OF SERVICES

3.1 Appointment

The Studio hereby appoints the Company on a non-exclusive basis to provide Managed Services in relation to Inventory delivered to or handled by the Company.

3.2 Scope of Services

The Company may provide:

warehousing;
archival handling;
inventory intake;
cataloging;
photography;
QR tagging;
digitization;
logistics;
dispatch;
storage;
rental facilitation;
resale facilitation;
customer fulfillment;
preservation coordination;
restoration coordination;
inventory analytics;
and associated operational services.

3.3 Operational Discretion

The Company reserves commercially reasonable operational discretion regarding:

storage allocation;
warehouse placement;
inventory handling;
photography standards;
listing structures;
operational workflows;
dispatch prioritization;
and associated operational matters.

4. OWNERSHIP & TITLE WARRANTIES

4.1 Ownership Representations

The Studio irrevocably represents and warrants that:

lawful ownership or lawful authorization exists;
commercialization rights lawfully exist;
all required licenses and approvals exist;
no unauthorized third-party rights are infringed;
no counterfeit inventory is supplied.

4.2 Celebrity & Performer Rights

The Studio represents and warrants that:

all necessary performer approvals;
publicity rights clearances;
image rights permissions;
and associated commercialization rights
required for lawful commercial exploitation of Inventory have been obtained where legally necessary.

4.3 Production IP Compliance

The Studio warrants that Commercialization of Inventory through the Company shall not infringe:

copyrights;
trademarks;
studio rights;
design rights;
merchandising rights;
publicity rights;
or associated Production IP.

5. COMMERCIALIZATION AUTHORIZATION

5.1 Authorized Commercialization

Subject to Applicable Law and agreed operational structures, the Studio authorizes the Company to facilitate:

rentals;
resale;
exhibitions;
promotional showcasing;
archive utilization;
and associated lawful Commercialization activities.

5.2 Restricted Inventory

The Studio may designate certain Inventory as:

non-commercial;
restricted;
archive-only;
display-only;
confidential;
or non-rentable.

The Company shall use commercially reasonable efforts to comply with such restrictions.

6. CELEBRITY RIGHTS & NON-ENDORSEMENT

6.1 No Implied Endorsement

Unless expressly agreed in writing:

no celebrity;
actor;
performer;
production;
studio;
or OTT platform
shall be deemed to endorse or affiliate with the Company or Platform.

6.2 Descriptive References

The Company may use commercially reasonable descriptive references relating to:

productions;
characters;
designers;
wardrobe origin;
or associated creative works
solely for identification and cataloging purposes.

6.3 Prohibited Misrepresentation

The Company shall not knowingly:

falsely imply endorsements;
misrepresent affiliations;
create misleading celebrity associations;
unlawfully exploit publicity rights.

7. INVENTORY INTAKE & OPERATIONAL HANDLING

7.1 Intake Rights

The Company reserves rights to:

inspect Inventory;
photograph Inventory;
digitize Inventory;
assign QR identifiers;
record metadata;
map warehouse locations;
categorize Inventory;
and conduct operational intake procedures.

7.2 Conditional Acceptance

Acceptance of Inventory shall not constitute:

authenticity certification;
legal verification;
ownership adjudication;
or valuation guarantees.

7.3 Archival Handling

Where archival Inventory is involved, the Company may utilize commercially reasonable preservation-oriented handling practices but does not guarantee museum-grade preservation unless expressly agreed in writing.

8. QR TAGGING, DIGITAL RECORDS & ELECTRONIC EVIDENCE

8.1 QR Systems

The Company may assign:

QR identifiers;
barcode systems;
metadata systems;
inventory tracking systems;
warehouse references;
digital audit mappings.

8.2 Digital Records

The Company may maintain:

intake scans;
dispatch scans;
timestamps;
CCTV records;
operational logs;
metadata;
GPS logs;
photographs;
audit trails.

8.3 Electronic Evidence

The Studio expressly agrees that:

QR records;
metadata;
timestamps;
warehouse logs;
dispatch records;
operational photographs;
CCTV footage;
digital audit trails;
shall constitute legally admissible evidence under Applicable Law.

9. STORAGE, WAREHOUSING & BAILMENT

9.1 Nature of Relationship

The Parties acknowledge that Inventory storage may create relationships of bailment under Applicable Law.

The Company ordinarily acts as:

bailee;
custodian;
warehouse operator;
operational facilitator.

Ownership remains with the lawful owner unless otherwise agreed.

9.2 Commercial Handling Risks

The Studio acknowledges that Inventory may undergo:

operational handling;
transportation movement;
customer usage;
storage cycles;
environmental exposure;
restoration handling;
commercially unavoidable wear.

10. INSURANCE & LIABILITY

10.1 Insurance

Insurance shall not automatically apply unless expressly agreed.

The Studio is strongly advised to maintain independent insurance coverage.

10.2 Declared Values

The Company may rely upon:

declared values;
invoices;
insured values;
operational assessments;
for liability calculations.

10.3 Liability Exclusions

The Company shall not be liable for:

ordinary wear and tear;
natural aging;
hidden defects;
fabric deterioration;
environmental effects despite reasonable measures;
third-party misconduct;
force majeure events;
operational disruptions.

10.4 Liability Cap

To the fullest extent permissible under Applicable Law, aggregate liability of the Company shall not exceed:

declared value;
OR
insured value;
OR
actual commercial recovery value,
whichever is lower.

11. COMMERCIAL TERMS & SETTLEMENTS

11.1 Fees & Revenue Sharing

The Parties may separately agree commercial structures involving:

commissions;
revenue sharing;
storage charges;
logistics fees;
operational charges;
restoration charges;
handling fees;
and associated recoveries.

11.2 Deductions

The Company reserves rights to deduct:

commissions;
refunds;
operational recoveries;
logistics costs;
legal expenses;
penalties;
storage dues;
and associated liabilities
from settlements.

12. CONFIDENTIALITY

12.1 Confidential Information

Both Parties acknowledge that confidential information may include:

unreleased production details;
styling information;
celebrity wardrobe details;
production records;
archive information;
operational systems;
business intelligence;
and commercial structures.

12.2 Confidentiality Obligations

Both Parties shall maintain commercially reasonable confidentiality obligations and shall not unlawfully disclose confidential information.

13. INDEMNITY

The Studio irrevocably agrees to indemnify and hold harmless the Company against:

IP disputes;
publicity rights claims;
performer claims;
celebrity disputes;
counterfeit claims;
trademark disputes;
production disputes;
licensing disputes;
and associated legal exposure
arising from Studio Inventory or authorizations.

14. AUDIT & COMPLIANCE RIGHTS

The Company reserves unrestricted rights to:

request documentation;
verify authorizations;
audit Inventory;
preserve evidence;
investigate suspicious activity;
cooperate with authorities;
conduct operational compliance reviews.

15. TERMINATION & SUSPENSION RIGHTS

The Company reserves unrestricted rights to:

suspend services;
freeze settlements;
deny Inventory release;
preserve evidence;
terminate arrangements;
where reasonably necessary for:
legal compliance;
fraud prevention;
reputational protection;
operational safety;
IP protection;
risk mitigation.

16. FORCE MAJEURE

The Company shall not be liable for:

floods;
fires;
warehouse incidents;
cyberattacks;
governmental actions;
infrastructure failures;
logistics disruptions;
labor shortages;
pandemics;
internet outages;
force majeure events;
or events beyond reasonable control.

17. LIMITATION OF LIABILITY

To the fullest extent permissible under Applicable Law, the Company shall not be liable for:

indirect losses;
reputational harm;
production delays;
business interruption;
consequential damages;
operational disruptions;
force majeure losses.

18. GOVERNING LAW & ARBITRATION

This Agreement shall be governed by the laws of India.

Disputes shall first attempt resolution through good-faith negotiations.

Failing resolution:

disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996;
seat and venue: Mumbai;
language: English.

Courts situated at Mumbai shall possess exclusive supervisory jurisdiction.

19. EXECUTION & ELECTRONIC CONSENT

This Agreement may be accepted:

electronically;
digitally;
through operational onboarding;
through platform workflows;
through email confirmations;
through QR-linked execution systems;
or through physical execution.

Electronic acceptance shall constitute legally valid consent under Applicable Law.

20. CONTACT & LEGAL COMPLIANCE

Production & Studio Legal Compliance Officer

TFCP INFOTAINMENT PRIVATE LIMITED

Email: legal@vault.rent

Registered Office:
Opp. Piccadilly 4, Royal Palms Estate
Aarey Milk Colony, Goregaon
Mumbai – 400065, Maharashtra, India