This agreement is between Hippo Innovations Pvt. Ltd (hereinafter “Company”) having its physical place of business at B4, 309-10 Spaze iTech Park, Sector 49, Sohna Road, Gurgaon, Haryana, India, 122001; and registered partner who has signed up on www.storehippo.com/page/partner-registration (hereinafter “Partner”)
1.01 Whereas the Company (develops, owns, markets, licenses, engaged in the design, manufacture, sale and servicing) of E-Commerce Stores through StoreHippo Platform (the “Product”).
1.02 And whereas the Company and the Partner desire to enter into this Agreement upon the following terms and conditions whereby the Partner will have a non-exclusive right to (sell, market, distribute) the Product.
NOW THEREFORE in consideration of the mutual promises and commitments contained in this Agreement, and other good and valuable consideration, the Parties agree as follows:
II. RIGHTS AND OBLIGATIONS
2.01 The Partner shall have the non-exclusive, non-transferable and revocable right to (purchase, sell, market and lease) the Product purchased from the Company, subject to the terms and conditions of this Agreement. All purchases by the Partner from the Company shall be final.
2.02 The Partner shall not sell, directly or indirectly or deliver any Product to any country or person or company where any applicable laws or regulations would prohibit delivery of such Product.
2.03 The Partner shall use its commercially reasonable efforts to (sell, distribute, market, and lease) the Product using creative methods provided by the company. The Partner shall conduct its business activities in connection with the (sale, distribution, marketing, and leasing) of the Product in a manner that will not harm or Damage the reputation of the Company or the Product. The partner shall use the creative methods provided by the company for the promotion of the company only, and not for any other firm or enterprise in any manner.
2.04 The Partner shall use the Company’s identifying logo or trademark or any other of the Company’s identifying marks, and patent markings, in connection with the (sale, distribution, marketing, and leasing) of the Product in all marketing, sales or promotional material, including but not limited to, flyers and website advertising or marketing.
2.05 The Partner hereby acknowledges that by entering into this Agreement with the Company as a partner of the Product, the Partner is designated as a non-exclusive partner of the Product and the Company reserves the right to appoint additional partners, or sales representatives or distributors for the Products at any time during or following the term of this Agreement.
2.06 The Partner shall be responsible for all of its own expenses and employees in association with the (sale, distribution, marketing, and leasing) of the Product. The Partner shall at its sole expense, hire and train all employees and/or independent contractors, consultants and sales persons that it may require to carry out its obligations under this Agreement, and the Partner hereby agrees that it will not incur any expense, save and expect any expenses that may be agreed to by the Company and the Partner in writing.
2.07 The Partner shall have the right to create and distribute any and all-promotional materials for the Product, provided that such promotional materials will contain the Company’s logo or identifying mark. The Company hereby agrees that the Partner shall be permitted to modify any promotional material provided by the Company; however, any such modified material may only be used in connection with the Product and it will be subject to prior permission of the Company.
2.08 The Partner hereby agrees that the Company shall retain all right and title to any copyrights, trademarks, or other intellectual property contained in the material provided to the Partner.
2.09 The Company may, but is not obligated to, provide Partner with suggested retail prices for the resale of the Product. However, the Partner is under no obligation to use these prices.
2.10 The Partner shall take prior permission from the company to send e-mail marketing materials about company and if the permission is granted the messages must comply with all the laws about this type of marketing prevailing at that time.
2.11 The partner shall not engage in any illegal or aggressive marketing techniques on behalf of Company. The partner shall not make any false or misleading statements about company or represent anything that could cause harm to the credibility of the company.
2.12 The partner shall not buy any search engine advertising or domain names that mention “Storehippo” in any way. The partner shall comply with all laws that apply to them at the relevant time. The partner shall keep the company informed about leads and liabilities relating to the company.
2.14 The partner and the company shall terminate/cancel this agreement at any time by issuing one month prior notice. Notice will be considered to be as sent, on the day it is emailed or 2 days after it is given to a courier, or 5 days after it is placed in the mail. However, if there is fraud, misrepresentation, any unlawful or any other unacceptable behavior by the partner, the company can terminate/cancel the agreement without notice. In the event of the termination of this agreement, all creative material has to be returned to Company and it has to be removed from all partner’s websites.
2.15 The intellectual property that the partner has access to belongs entirely to the company. The company owns the mark entirely and the partner shall not use it in any manner for anything unlawful. The company and the partner shall agree to use confidential information only to perform the obligations of this agreement. All the confidential information must be protected and respected by both the parties to this agreement.
2.16 The company shall have limited liability in regard to the platform and its obligations under the contract. The company makes no warranties about the platform or the company's ability to satisfy the needs of the customers. In the event of an outstanding liability owed to the partner, the company will not provide more than what was paid to the partner 6 months prior to the event.
2.17 The partner shall cover all costs associated with a claim made against the company if it is caused due to negligence, misconduct or breach of contract or due to any act on the part of the partner. The company will notify the partner if any of the above claims occur and may choose to assist in the defence.
2.18 The Company and the partner shall be considered to be independent contractors and are not agents of each other. In case something serious happens outside the control of either the company or the partner, company will be indemnified from performance of duties/liabilities associated with this event by the partner.
2.19 The provisions of this agreement, if not enforced by the company will not amount to waiving such rights from that provision. This is a complete agreement and replaces all previous agreements entered by the parties.
2.20 JURISDCTION CLAUSE: This agreement adheres by the laws, rules, and regulations of India. In the event of any dispute between the parties, Indian Courts will only have jurisdiction to settle the issues where the trial shall take place.
2.21 The partner shall be paid only according to the Pricing Plan. In case when the partner introduces the company to a new customer, the partner shall be entitled to 20% of the total revenue the company gets from that client. The company shall pay this amount after the completion of subscription period of the new customer.Now ever, the partner can be paid on pro-rata basis a portion of total partner commission depending on the time elapsed since the subscription start date.
2.22 The company has the power to amend or delete any sections of the terms and conditions of this agreement, subject to condition that a 60 days notice is issued to the partner. The partner in no way whatsoever can bypass Company’s API restrictions.
III. TERMS AND CONDITIONS
3.01 The Company and the Partner hereby agree that the Partner shall submit to the
Company a purchase order for all Product ordered by the Partner from the Company.
3.02 The Partner hereby agrees that any purchase orders submitted by the Partner to the Company, shall confirm the terms and conditions of this Partner’s agreement.
3.03 The Company and the Partner hereby agree that any additional terms or conditions contained in any purchase order, or other communication between the Parties hereto, shall not be binding on either party unless such additional terms and conditions are accepted and admitted in writing by both parties to this agreement.
3.04 The Company and the Partner hereby agree that any purchase orders placed by the Partner for the Product shall not be binding on either party, until such time the purchase order is accepted by the Company.