Reseller Agreement

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 reseller who has signed up on www.storehippo.com/reseller (hereinafter “Reseller”)

I. RECITALS

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 Reseller desire to enter into this Agreement upon the following terms and conditions whereby the Reseller 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 Reseller 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 Reseller from the Company shall be final.

2.02 The Reseller 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 Reseller shall use its commercially reasonable efforts to (sell, distribute, market, and lease) the Product using creative methods provided by the company. The Reseller 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 reseller 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 Reseller 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 Reseller hereby acknowledges that by entering into this Agreement with the Company as a reseller of the Product, the Reseller is designated as a non-exclusive reseller of the Product and the Company reserves the right to appoint additional resellers, or sales representatives or distributors for the Products at any time during or following the term of this Agreement.

2.06 The Reseller shall be responsible for all of its own expenses and employees in association with the (sale, distribution, marketing, and leasing) of the Product. The Reseller 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 Reseller hereby agrees that it will not incur any expense, save and expect any expenses that may be agreed to by the Company and the Reseller in writing.

2.07 The Reseller 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 Reseller 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 Reseller 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 Reseller.

2.09 The Company may, but is not obligated to, provide Reseller with suggested retail prices for the resale of the Product. However, the Reseller is under no obligation to use these prices.

2.10 The Reseller 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 reseller shall not engage in any illegal or aggressive marketing techniques on behalf of Company. The reseller 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 reseller shall not buy any search engine advertising or domain names that mention “Storehippo” in any way. The reseller shall comply with all laws that apply to them at the relevant time. The reseller shall keep the company informed about leads and liabilities relating to the company.

2.14 The reseller 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 reseller, 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 reseller’s websites.

2.15 The intellectual property that the reseller has access to belongs entirely to the company. The company owns the mark entirely and the reseller shall not use it in any manner for anything unlawful. The company and the reseller 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 reseller, the company will not provide more than what was paid to the reseller 6 months prior to the event.

2.17 The reseller 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 reseller. The company will notify the reseller if any of the above claims occur and may choose to assist in the defence.

2.18 The Company and the reseller 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 reseller, company will be indemnified from performance of duties/liabilities associated with this event by the reseller.

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 reseller shall be paid only according to the Pricing Plan. In case when the reseller introduces the company to a new customer, the reseller 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 reseller can be paid on pro-rata basis a portion of total reseller 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 reseller. The reseller in no way whatsoever can bypass Company’s API restrictions.

III. TERMS AND CONDITIONS

3.01 The Company and the Reseller hereby agree that the Reseller shall submit to the

Company a purchase order for all Product ordered by the Reseller from the Company.

3.02 The Reseller hereby agrees that any purchase orders submitted by the Reseller to the Company, shall confirm the terms and conditions of this Reseller’s agreement.

3.03 The Company and the Reseller 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 Reseller hereby agree that any purchase orders placed by the Reseller for the Product shall not be binding on either party, until such time the purchase order is accepted by the Company.