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 B4-309 Spaze IT Park, Sohna Road, Gurgaon, (122001) and its product ShipKaro™ (hereby referred as HIPL or Hippo Innovations or ShipKaro™ or ShipKaro). 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 into effect when you register for using ShipKaro™ services or signing an application for utilizing services of ShipKaro™. By Registering or signing with ShipKaro™, 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 ShipKaro™ unless you meet the eligibility criteria for entering into this Agreement as set forth in Section 2 of this Agreement. 1. Definition
2. Scope of AgreementThe 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 into 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 ShipKaro™ 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. 3. Scope of ServicesHippo Innovations is the rightful owner of its logistic software platform, hereinafter to be referred as ShipKaro™, that provides its uses an automated shipping dashboard that is integrated with the logistics partners. User understands that Hippo Innovations is acting merely as the facilitator and liaison between user and courier partners and has no role and responsibility in the actual delivery and shipment of the product. 3.1. Scheduling Pickup:
3.2. COD Process:
3.3. Tracking: ShipKaro™ through its logistics partners shall provide web-based (online) tracking solutions for all shipments. 3.4. Additional charges: The user on its behalf shall keep ShipKaro™ indemnified against all duties, taxes, Octroi, cess, clearance charges and any other charge/levy by whatsoever name called, levied on shipments. In event of such charges being levied by any government authority, the same can be claimed from the user against the challan /respite of the same. User shall keep ShipKaro™ indemnified against any loss, damage, costs, expenses arising out of any action or proceedings initiated by any authority (judicial or regulatory of the like) on account of any act/omissions on its part. 3.5 Statutory Requirements: The user will be solely responsible to comply with all statutory requirements (State and Central Laws/Statutes) applicable in relation to booking, sale and transportation of the shipments carried and delivered by the logistics partners of ShipKaro™ in pursuance of this agreement. 3.6. Banned Items: User shall agree that you will not book / handover to courier person any good which is banned, restricted, illegal, prohibited, stolen, infringing of any third party rights, hazardous or dangerous or in breach of any tax laws or contains any cash, jewellery (excluding artificial jewellery), gold, silver, diamond, platinum, precious metals, precious stones, currency, bullion, letters and financial and security instruments and Service Provider shall not be liable for the Delivery of any such products. Without prejudice to the generality of the aforesaid, an indicative list of the banned or prohibited products is given in Appendix I. In the event User hands over or provides the aforesaid products to the ShipKaro™ then ShipKaro™ shall not be responsible and shall not be liable for any loss, damage, theft or misappropriation of such products even if service provider or delivery personnel has the knowledge of the same and even if such loss, damage, theft or misappropriation is caused due to any reason attributable to service provider or delivery personnel. User shall be fully responsible for any third party damages caused due to transport of banned items. 3.7. Weight: You agree that freight is calculated on the basis of volumetric weight or actual weight whichever is higher. Dead/Dry weight or volumetric weight whichever is higher should be taken while calculating the rates. In case declared weight differs and is less than actual weight shipping charges will be revised to actual weight. Volumetric weight is calculated as (length × width × height) / (dimensional factor). Dimensional factor varies from 2700 to 5000 cm3/kg as stated by respective logistics partner. 3.8. Insurance: User understands, agrees and acknowledges that HIPL through its logistics partners is a mere bailee of the Products, cash and is not an insurer of the same. User hereby expressly and specifically waives all its rights and claims against HIPL and its logistics partners arising out of or in relation to the principles of insurance. 3.9. Reverse Pickups:
3.10. Return or RTO of Products:
3.11. Refusal or Rejection of Shipments We reserve the right to refuse, hold or return any shipment and may do so in our sole discretion and without liability to us. We will execute that right when (but not limited to) cases in which: (1) the shipment may cause damage or delay to other shipments, property or personnel, (2) the shipment is likely to sustain damage or loss in transit because of improper packaging or otherwise, (3) the shipment contains any prohibited items, (4) the account of the person or entity responsible for payment is not in good credit standing, or (5) when acceptance of the shipment may jeopardize our ability to provide service to other customers. We have no liability whatsoever for refusal or rejection of shipments. 3.12. Said To Contain Basis & Inspection: It is expressly understood by and between the Parties that all Products agreed to be delivered by HIPL or its logistics partners are on “SAID TO CONTAIN BASIS” i.e. HIPL or its logistics partners shall be under no obligation and is not expected to verify the description and contents of the Products declared by the User on the docket and as such, the User shall undertake and ensure to make proper, true, fair, correct and factual declaration on the docket regarding description and value of Products. Further, the Service Provider is not responsible in any way whatsoever for the usability of the Product. 3.13. Liability: Notwithstanding anything contrary contained in this Agreement, the maximum liability is INR 1000 or whatever compensation the logistics partner offers to HIPL in event of a claim by the User, provided such claim is raised by the User within one (1) month from the date of such damage or loss or theft. Any claims by the User should be submitted along with the copy of the signed shipping manifest. 3.14 Claims:
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. Fees & Taxes4.1. Licensee agrees to pay to Hippo Innovations the applicable shipping charges in prepaid manner as set out in Rate Calculator section in ShipKaro dashboard; 4.2. HIPL reserves the right to apply other applicable charges over and above the shipping base rates and ShipKaro service charge like COD charges and other fees are as on the live calculator link in users admin panel. 4.3. HIPL reserves the right to modify the shipment rates based on the actual charges received from logistics provider. The actual charges might differ from the original charges for different reasons which include a) mismatch of weights mentioned at the time of shipment and weights received by logistics provider, b) additional statutory charges etc. 4.4. HIPL has rights to make any changes in the rate mentioned on the live calculator link in users admin panel and prevailing. 4.5. For the paid plans, Hippo Innovations will invoice Licensee and Licensee agree to pay for 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. 4.6. User shall agree that with the shipment weight, it will automatically get deducted from your credit weight. As per the norms of the HIPL Logistics, you will be charged a minimum of 0.5 kgs (or in multiples) for your air shipping. Please note that the weight charges applied by the courier companies may differ but however such charges shall be adjusted in your ShipKaro account. 4.7. HIPL shall issue an invoice which will get auto adjusted against the credit in your account as the following conditions:
4.8. User shall agree that it will be your responsibility to verify the invoices and inform the ShipKaro within 5 (five) Working days in case of any disputes regarding the contents of the invoice. 4.9. For any claims by the User like wrong freight being applied, Cash on Delivery missing, pilferage, in transit damage- the signed copy of the manifest sheet of the pickup against which the courier company has received the shipment has to be submitted along with the claim request. Without the signed manifest the request shall not be considered valid. 4.10. 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. Disclaimer of warrantiesHippo 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. ShipKaro™ 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. Intellectual Property, Customer data, licensee's data & privacy policy6.1 The Software provided by Hippo Innovations, and all intellectual property rights therein, are the exclusive property of Hippo Innovations. 6.2 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 ShipKaro™ 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"). 6.3 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. 6.4 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. 6.5 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. 6.7 Hippo Innovations shall collect, store and process 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. 6.8 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. Limitation of liability7.2 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. 7.3 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 ShipKaro™ 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 their web-pages. The clause shall survive the termination or expiry of this agreement. 7.4 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. IndemnityLicensee 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. Confidentiality9.1. During the term of this Agreement and thereafter, each party shall use and reproduce the other party’s Confidential Information only for purposes of this Agreement and only to the extent necessary for such purpose and will restrict disclosure of the other party’s Confidential Information to its employees, consultants, advisors or independent contractors with a need to know and will not disclose the other party’s Confidential Information to any third party without the prior written approval of the other party. 9.2. Notwithstanding the foregoing, it will not be a breach of this Agreement for either party to disclose Confidential Information of the other party if required to do so under law or in a judicial or governmental investigation or proceeding. 9.3. The confidentiality obligations shall not apply to information that (i) is or becomes public knowledge through no action or fault of the other party; (ii) is known to either party without restriction, prior to receipt from the other party under this Agreement, from its own independent sources as evidenced by such party’s written records, and which was not acquired, directly or indirectly, from the other party; (iii) either party receives from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; or (iv) information independently developed by either party’s employees or agents provided that either party can show that those same employees or agents had no access to the Confidential Information received hereunder. BreachWithout 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. Suspension and termination11.1 This Agreement will remain in full force and effect while the User is a user of any of the Services in any form or capacity. 11.2 The User can request for termination of his/her/its membership with HIPL at any time with a notice subject to the provisions in the annexure for the Services undertaken. During this notice period, HIPL will investigate and ascertain the fulfilment of any ongoing Services or pending dues related to fees or any other fees by the User. The User shall be obligated to clear any dues with HIPL for any of its Services for which the User has procured. HIPL shall not be liable to you or any third party for any termination of your access to the Services. 11.3 HIPL reserves the right to terminate any account in cases:
11.4 Once temporarily suspended, indefinitely suspended or terminated, the User may not continue to use the Services under the same account, a different account or re-register under a new account, unless explicitly permitted by HIPL. 11.5 Once temporarily suspended, indefinitely suspended or terminated, HIPL reserves the right to instruct logistics providers to hold all shipments processed by the suspended account. 11.6 In case of dispute between the parties, the User hereby agrees to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of the parties, then each party shall nominate a person with respectable professional standing and unimpeachable conduct as its representative. These representatives shall, within 30 (thirty) days of a written request By either party to call such a meeting, meet in person and shall attempt in good faith to resolve the dispute. 11.7 Upon the parties being unable to appoint the representatives as aforesaid, or if the disputes cannot be resolved by such persons in such meeting as aforesaid, in such event, the disputes or differences shall be submitted to final and binding arbitration at the request of either of the parties upon written notice to that effect to the other. The disputes or differences shall be resolved by arbitration in New Delhi in accordance with the Arbitration and Conciliation Act, 1996. The dispute shall be settled by a panel of 2 (two) arbitrators, appointed by each of the parties to constitute the arbitral tribunal. The language of the arbitration shall be English. Any arbitration award by the arbitral tribunal shall be final and binding upon the parties, shall not be subject to appeal, and shall be enforced by judgment of a court of competent jurisdiction. The costs of arbitration shall be at the discretion of the arbitral tribunal. 11.8 This Agreement and the relationship between the parties hereto shall be governed by, and interpreted in accordance with, the laws of India and subject to the above Clause (Dispute Resolution) the courts of New Delhi, India shall have exclusive jurisdiction over all matters arising pursuant to this Agreement. Miscellaneous12.1 This agreement is governed and construed in accordance with the Laws 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 ShipKaro™ 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 ShipKaro™ website and no separate notice is required to be issued to Licensee. 12.2 Licensee shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Licensee's use of the Software, the Services, and Licensee's listing and sale of products and services on Licensee's Store. 12.3 Licensee and Hippo Innovations are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. 12.4 Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party in the breach. 12.5 Except as explicitly stated otherwise, any notices Licensee shall be given by postal mail to Hippo Innovations Private Limited, B4-309, Spaze iTech Park, Sector-49, Sohna Road, Gurgaon - 122001 or Hippo Innovations may issue the notice to the email address Licensee provide to us during the registration process (in Licensee's case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give Licensee notice by certified mail, postage prepaid and return receipt requested, to the address provided to us during the registration process. In such case, notice shall be deemed given 3 days after the date of mailing. 12.6 If any dispute arises between Licensee and Hippo Innovations during Licensee's use of the software/services or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of the User Agreement, the dispute shall be referred to a sole Arbitrator appointed by Hippo Innovations. The place of arbitration shall be New Delhi, India. The Arbitration & Conciliation Act, 1996, shall govern the arbitration proceedings. The arbitration proceedings shall be in the English language. All expenses with respect to Arbitrator fee and his expenses shall be borne by the Parties equally. All other expenses of Lawyers fees and other expenses shall be borne by the respective parties. 12.7 Licensee acknowledge and agree that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby. 12.8 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Hippo Innovations' failure to act with respect to a breach by Licensee or others does not waive Hippo Innovations' right to act with respect to subsequent or similar breaches. 12.9 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term "including" means "including without limitation," unless expressly stated to the contrary. 12.10 Permission to Use. You may use the ShipKaro™ for your business requirements only in accordance with the terms and conditions of this Agreement. 12.11 ShipKaro™ Clients (You).
12.12 This Agreement sets forth the entire understanding and agreement between Licensee and Hippo Innovations with respect to the subject matter hereof. Annexure IProhibited Items
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About ShipKaro
ShipKaro® is a StoreHippo ( Hippo Innovations Pvt. Ltd.) initiative aimed at offering fast, low cost and simplified logistics solutions by providing shipping aggregator services to Ecommerce business owners.
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