StoreHippo Merchant Agreement
This Merchant User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "Licensee"), and Hippo Innovations Private Ltd.a company registered under the Companies Act,1956 and having registered office at Level 9, Tower A Spaze IT Park, Sohna Road, Gurgaon, (122001) and its product StoreHippo™ (Hippo Innovations). The terms “we”, “us” or “our” shall refer to Hippo Innovations, The terms “you”, “your” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits. This Agreement comes in to effect when you register for using StoreHippo™ services or signing an application for utilizing services of StoreHippo™. By Registering or signing with StoreHippo™, you signify your absolute and unconditional consent to all the provisions of this agreement in their entirety. This agreement constitutes a legally binding agreement between Licensee and Hippo Innovations. You are advised to read this Agreement carefully. If you are not agreeable to any terms and conditions, you should not use this Service and notify the same to Hippo Innovations . Notwithstanding anything contained in the foregoing, this Agreement will not bind StoreHippo™ unless you meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement. Definitions: The Following Terms Shall Have The Meanings Defined Below When Used In Capital Letters Herein:
1. Eligibility Criteria The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If You are registering as a business entity, You represent that You have the eligibility to enter in to an agreement and the authority to bind the entity to this Agreement. Hippo Innovations uses many techniques to verify the accuracy of the information you provide when you register on the StoreHippo™ Site. If for any reason, Hippo Innovations, in its sole discretion, believes such information to be incorrect, it reserves the right, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.2. StoreHippo™ (software), trademark ownership and StoreHippo™ license 2.1 The Software provided by Hippo Innovations, and all intellectual property rights therein, are the exclusive property of Hippo Innovations.2.2 Subject to the terms and conditions of this Agreement, Hippo Innovations grants to Licensee a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Hippo Innovations ("Hippo Innovations Servers") through the StoreHippo™ Application solely for the purpose of building and maintaining an interactive store hosted by the Hippo Innovations Servers on which Licensee offer Licensee's or a third party's products or services ("Licensee's Store"). 2.3 The Software and its structure, organization, and source code constitute valuable trade secrets of Hippo Innovations. Accordingly, except as expressly allowed Licensee will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party. 2.4 ADDITIONAL SOFTWARE AND SERVICES: Certain additional features that Hippo Innovations may make available to Licensee may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, Hippo Innovations may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). Such software and services are subject to additional payments as required and are subject to Licensee's consent to such terms and conditions associated with the use of additional software and services. 3. Services 3.1 Upon activation of Licensee's account and subject to the payment of applicable fees, Hippo Innovations will provide certain hosting, support and other miscellaneous Services for the Software licensed by Licensee under this Agreement and Licensee's Store during the term of this Agreement as published on the StoreHippo™ Site. Licensee's Store shall be hosted on a Hippo Innovations Server on which several merchants may share the resources and network capacity of that Hippo Innovations Server.3.2 Store Design And Customization: At Licensee's request, and subject to Hippo Innovations's acceptance of Licensee's request and Licensee's payment of applicable fees, Hippo Innovations will provide or instruct one of its “affiliates” to provide, design and customization Services for Licensee's in accordance with Hippo Innovations's then current customization terms and conditions. 3.3 Domain Name Registration: At Licensee's request and subject to your agreement to applicable terms and conditions and the payment of applicable fees, Hippo Innovations's Additional Services may include acquisition and registration of a second-level domain name ("Domain Name") for Your Store on Your behalf. You hereby appoint Hippo Innovations and third parties who provide domain name registration services to Hippo Innovations as Your agent in the acquisition, registration and ongoing administration of Domain Names on Your behalf and You authorize Hippo Innovations and third parties who provide domain name registration services to Hippo Innovations to select and issue binding instructions to domain name registrars and registries used to acquire, register and administer Domain Names on Your behalf. Hippo Innovations provides this Service as a convenience to You only and You hereby waive any and all claims that You may have, or which may later arise, against Hippo Innovations for any and all damages, losses, claims or expenses arising out of or related to the acquisition, registration and/or use of such Domain Name. In addition, Hippo Innovations reserves the right, in Hippo Innovations's sole discretion, to refuse to acquire or register any domain name requested by You, and to discontinue the use of any domain name requested by you. 3.4 Changes In Services: Hippo Innovations reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to licensee . Licensee agree to receive administrative communications from Hippo Innovations in regards to the Software, Services, Licensee's account, policy changes and system updates. 4. Licensee's store & content control 4.1 Licensee will be solely responsible for the development, operation of Licensee's Store, including the operation of Licensee's Store, accepting, processing and fulfilling customer orders generated through Licensee's Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Licensee's Store. Licensee agrees that Hippo Innovations has no obligation to back-up any data related to Licensee’s Store's operations other than product data, order data and Customer Data stored in the StoreHippo™ system and Licensee should independently take appropriate steps to maintain such data in accordance with Licensee’s needs and requirements.4.2 Licensee will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Licensee's Store, regardless of whether Hippo Innovations provides any design or customization Services to Licensee under this Agreement, including all descriptions of the products and services Licensee offer to customers of Licensee's Store and user-generated content on and related to Licensee's Store. As a conduit, Hippo Innovations will give Licensee complete discretion over Licensee's content provided it is compatible and interoperable with the Software and Services provided by Hippo Innovations under this Agreement. Licensee retain all rights, title and interest in and to all intellectual property rights embodied in Licensee's content, exclusive of any content provided by Hippo Innovations. Notwithstanding anything contained in the foregoing, if Licensee breach any of the covenants in Section 5.1 of this Agreement, Hippo Innovations is entitled to suspend or terminate Licensee's Store and/or any access to information or data related to Licensee's account and the Software in accordance with Section 12 of this Agreement. 4.3 Licensee acknowledge that, by only providing Licensee with the ability to publish and distribute Licensee's own or third party products, services or content, Hippo Innovations and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. Hippo Innovations has no obligation to Licensee or any third party, and undertakes no responsibility, to review Licensee's Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Licensee's Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if Hippo Innovations believes in its sole discretion (as applicable) that Licensee's Store or any products, services, content or other materials in the Store or on Hippo Innovations Servers may create liability, Hippo Innovations may take any actions with respect to the content or materials. 4.4 Licensee agrees that Hippo Innovations has the right, in its sole discretion, to share or distribute the content provided by Licensee and to either allow or to disallow, any or all web crawlers to index sites or pages or e-stores hosted with Hippo Innovations. Licensee hereby grant Hippo Innovations and its affiliates an irrevocable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Licensee's content solely for the purposes provided in this Agreement. Hippo Innovations shall not be held responsible in the event Licensee violates any intellectual property rights of the other Parties and Licensee shall alone responsible for such violations. 5. Covenants 5.1 COVENANTS BY LICENSEE: Licensee covenant that any products, services, or content published and distributed on Licensee's Store and Licensee's related activities shall not violate the Hippo Innovations Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:i) Be false, inaccurate or misleading. ii) be fraudulent or involve the sale of counterfeit or stolen items iii) Infringe or misappropriates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy. iv) Violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising). v) Be defamatory or libelous or unlawfully threatening or harassing, or advocating or promoting or providing assistance for acts involving violence that may cause significant risk of death or injury, or other unlawful activities. vi) Be obscene or contain pornography. vii) contain any viruses, Trojan horses, worms, time bombs, cancel bots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. viii) involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and Licensee shall not use Licensee's account or Licensee's Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities ix) involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express consent of that person or entity and of which consent Licensee shall maintain a record for a period of three (3) years after any termination of this Agreement. x) be harmful or potentially harmful to the Hippo Innovations Server infrastructure as determined in Hippo Innovations's sole discretion, including without limitation overloading the Hippo Innovations technical infrastructure. xi) create liability for Hippo Innovations and its subcontractors or expose them to undue risk or otherwise engage in activities that Hippo Innovations, in its sole discretion, determines to be harmful to Hippo Innovations' affiliates, operations, reputation, or goodwill, and xii) Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate Hippo Innovations' Prohibited and Restricted Items clauses that are incorporated herein by reference and may be amended from time to time. 5.2 Licensee shall not, directly or indirectly, offer, attempt to offer, trade or attempt to trade in any item, the dealing of which is prohibited or restricted in any manner under the provisions of any applicable law, rule, regulation or guideline for the time being in force or any item mentioned in Hippo Innovations' Prohibited and Restricted Items list provided on the website. 5.3 Licensee agree to display and adhere to terms of use or other user-type agreement, as well as a privacy policy, governing Licensee's operation of Licensee's Store and Licensee's conduct with Licensee's Store's customers. 5.4 BREACH OF COVENANT: Licensee's failure to comply with the covenants set forth in Section 5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement. 6. Fees, taxes & audit rights 6.1 Licensee agrees to pay to Hippo Innovations the Fees in the amount, manner and at the times set out in ANNEXURE A; Licensee are responsible for payment for its own license of StoreHippo™ application as well as for the licenses sub-licensed to its merchants.6.2 Payment Terms: Hippo Innovations will invoice Licensee and Licensee agree to pay for i) non-refundable monthly subscription and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to Licensee by or on behalf of Hippo Innovations in the following month, and ii) Transaction fees and all other fees designated in the Fees Policy to be paid in arrears based on the value of goods and services sold through Licensee's Store during the previous calendar month, in accordance with the invoicing and payment requirements set forth in the Fees Policy. 6.3 Taxes: All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, state or foreign, and Licensee will be responsible for payment of all such taxes (other than taxes based on Hippo Innovations' income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement. 7. Disclaimer of warranties Hippo Innovations, its suppliers and service providers, provide the software, additional software, and services, on an "as is" basis and expressly disclaim any and all express, implied or statutory warranties, including the warranties of merchantability, fitness for a particular purpose, quiet enjoyment, title, non-infringement; and warranties arising from a course of dealing, usage or trade practice are excluded. Hippo Innovations, its suppliers and service providers, do not warrant that the software, additional software, or services will be error-free or uninterrupted and make no representations regarding uptime, use, data security, accuracy and reliability of their services. Licensee acknowledges and agrees that this section 7 is reasonable and an essential element of this agreement and that in its absence, the economic terms of this agreement would be substantially different. StoreHippo™ does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.8. Limitation of liability 8.1 In no event shall Hippo Innovations, its suppliers, or service providers, or their officers, directors, employees, contractors or agents be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the software, the additional software, the services or this agreement (however arising, including negligence). Hippo Innovations', its suppliers', and service providers', cumulative liability, and the liability of their officers, directors, employees, contractors and agents to Licensee or any third parties in any circumstances shall be limited to payment received by Hippo Innovations for that particular service or month. There is no warranty in respect of the StoreHippo™, Software or Services.8.2 Hippo Innovations has made this software /service available to use as a matter of convenience. User agrees and acknowledges that user shall be solely responsible for their conduct and that Hippo Innovations reserves the right to terminate Licensee's rights to use the service immediately, notwithstanding penal provisions under the laws enacted by the government of India or any other statutory, legislative or regulatory authority authorized in this regard from time to time. 8.3 In no event shall Hippo Innovations shall be liable for any direct, indirect, punitive, incidental, special or consequential damages or for any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the Hippo Innovations software/services for interrupted communications, delay, lost data or lost profits arising out of or in connection with this agreement, or otherwise arising out of the use of the StoreHippo™ software/services, whether based on contract, tort, negligence, strict liability or otherwise, even if Hippo Innovations or any of its suppliers has been advised of the possibility of damages. Hippo Innovations does not endorse in anyway any advertisers/ contents of advertisers on there web-pages. The clause shall survive the termination or expiry of this agreement. 8.4 The material and information provided by Licensee (“content”) under this agreement belongs to Licensee who agrees to grant the rights to share, redistribute or otherwise use the content to Hippo Innovations as described in Section 4 of this agreement. Licensee being the owner of the content provided shall be responsible for any acts of violation of rights of another or intellectual property infringement by way of the content provided. Hippo Innovations makes no representations or warranties of any kind express or implied about the completeness, accuracy, reliability, of the content provided in the content or the information on products, services (information) made available Licensee. Hippo Innovations and their business partners would not be liable for any intellectual property infringement or violation of rights of another by use of such contents. 9. Indemnity Licensee agree to indemnify and hold Hippo Innovations, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses and harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Licensee's breach of the User Agreement or the documents it incorporates by reference, or Licensee's violation of any law or the rights of a third party.10. Customer data, licensee's data & privacy policy 10.1 As between Hippo Innovations and Licensee, it is agreed that Licensee shall own all data disclosed by or collected about (a) an individual or entity that accesses Licensee's Store to browse or shop ("Customer Data"), and (b) Licensee ("Licensee's Data"). Hippo Innovations does not share Licensee's Data to third parties for marketing purposes without Licensee's explicit consent and Hippo Innovations only uses and disclose Licensee's Data as described in the Hippo Innovations Privacy Policy, which is incorporated herein by reference and as it may be amended from time to time.10.2 Hippo Innovations shall collect, store and process Customer Data and Licensee's Data on computers located in the any location, in any country, chosen by Hippo Innovations at its discretion that are protected by physical as well as technological security devices subject to the privacy policy incorporated herein by reference. 10.3 Licensee shall use, maintain, collect all Customer Data disclosed to Licensee in trust and confidence and use and disclose such information solely in accordance with the Privacy Policy of Hippo Innovations. 10.4 Licensee understand that your Content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. 11. Breach Without limiting other remedies, Hippo Innovations may limit Licensee's activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Licensee's account or Licensee's Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to Licensee on failure of payment, breach of this agreement or any term incorporated by reference or failure to verify or authenticate any information provided by Licensee or if Hippo Innovations believes that Licensee's actions may cause financial loss or legal liability for Licensee, Licensee's Store customers, or Hippo Innovations.12. Suspension and termination 12.1 Suspension: At the discretion of Hippo Innovations and for any reason set forth in this section (Section 12) of this Agreement, Hippo Innovations may suspend Licensee's account by deactivating any access by Licensee or by Licensee's customers to any information contained on the Hippo Innovations Servers related to Licensee's account while maintaining the information and data related to Licensee's account upon the Hippo Innovations Servers. Suspension shall specifically include the disabling of Licensee's Store and/or any access to information or data related to Licensee's account. In the event of any such suspension Licensee will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. Licensee will remain responsible for the payment of any such fees during any such period of suspension.12.2 Termination: This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by Hippo Innovations (a) as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) upon thirty (30) days written notice. Licensee may terminate this Agreement upon twenty-four hours notice by telephoning Hippo Innovations' designated customer support center. Licensee's termination request may be recorded by Hippo Innovations and will require Licensee's user name and password and verification code. In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and Licensee shall destroy all copies of the Software in Licensee's possession, if any. Upon termination, there will be no refund provided to Licensee except as set forth in the Price Policy and all outstanding fees owed by Licensee shall become immediately due and payable. Termination shall not affect the rights of Hippo Innovations to recover from Licensee losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney's fees or expert witnesses' cost or other costs of any kind under this Agreement. 13. General 13.1 This agreement is governed and construed in accordance with the Laws of Union of India. Licensee hereby irrevocably consents to the exclusive jurisdiction and venue of courts in New Delhi, India, in all disputes arising out of or relating to the use of the Hippo Innovations's products/sites/services. Use of the StoreHippo™ software services is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. Licensee agree to indemnify and hold Hippo Innovations, subsidiaries, affiliates, officers and employees, harmless from any claim, demand, or damage, including reasonable attorneys' fees, asserted by any third party due to or arising out of Licensee's use of or conduct on the Hippo Innovations's products/sites/services. Licensee agree that Hippo Innovations has absolute authority to modify or change the terms and conditions of the agreement without Licensee's consent and the modified terms and conditions can be kept in StoreHippo™ website and no separate notice is required to be issued to Licensee. ix) Non solicitation. During the period of this agreement and one year after the termination of this agreement, the licensee will not directly or indirectly, recruit or solicit for employment any person who is an employee of Hippo Innovations.
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