This website is created and operated by M/s Healthy Happy Organic, Inc. and Healthy Happy Organic Hub Pvt Ltd, (hereinafter referred to as “We”, “Our”, and “Us”)and operating under the brand name “Healthy Happy Organic Hub” (“Brand name”). We intend to ensure your steady commitment to the usage of this website and the services provided by us through our website “https://h2ohub.com ” (“website”)
i.The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner and shall be used by you to interpret the provisions contained herein in a manner as may apply to you. Further, it is specifically agreed by you that the headings shall have legal or contractual value on your usage of the website.
v.We reserve the sole and exclusive right to amend or modify these Terms without any prior permission or intimation to you, and you expressly agree that any such amendments or modifications shall come into effect immediately. If you do not adhere to the changes, you must stop using the website at once. Your continued use of the website will signify your acceptance of the changed terms.
a) You represent and warrant that you are competent and eligible to enter into legally binding agreements and that you have the requisite authority to bind yourself to these Terms and undertake to make the purchases through the website.
b) You further represent that you will comply with these Terms and all applicable local, state, national and international laws, rules and regulations which include you have the necessary license, permissions and certifications to sell through our website.
c) You shall not use the website if you are not competent to contract or are disqualified from doing so by any other applicable law, rule, or regulation currently in force.
Seller Membership Plans
Sellers agrees to take any one of the membership plans provided by the company which is Standard, Preferred or Enterprise and agree that for any changes to price, benefits, term of these plans can change time to time with or without notification. If seller needs to sell both Nationally and Internationally, seller needs to purchase different memberships for the same.
Each plan benefits are best described on the website and it is at our final discretion on how each benefits in the plan are interpreted. If there is any dispute arising on this, we have right to cancel the seller membership and only refund any payments on pro-rata basis within 30 days to the same account or card from where payments are made and seller agrees with the same and does not hold us responsible and agree not to spread any public statements about the disputes and agree not to register any case against us.
SELLER COMMISSION TABLE
Bring your existing retail relationships Local#
Bring your existing retail relationships International##
Food and Beverages
All Other Categories
* Local(Same Country) means, Seller has registered office in the country in which seller is selling with buyer of that country on our platform and Seller provides goods/products with in the same country.
**International means, Either Seller has no registered office in the country or Shipping occurs for the orders placed on our platform from a overseas location. i.e. From location and To Location for shipping is two different countries. To sell as International Seller, Seller needs to fulfill additional requirements of that country as well as any additional terms that company may require time to time. For international transactions, there can be additional handling charges and fee and seller agrees to pay for the same.
Additionally, for the opening orders (not free samples) from a seller, there is an additional commission of 5%. Opening orders means the orders for first three months with a retailer where the buyer opened account with this seller for first time to start purchasing products from the seller. This we call it as “Relationship Building Phase” where buyer will try and test the products and our involvement is at the maximum to ensure success of your products as well as buyers success. Sellers agree with the same. Sellers agree to pay any additional transaction fees required by platform, payment providers, subscription providers.
# Seller can bring their existing retailers on to H2Ohub platform and for those specific retailers which sellers bring themselves onto the platform, we charge a discounted commission. This is a limited time offer. In order to get this benefit, seller needs to introduce retailer formally and retailer accepts the introduction in the form of ordering products for the seller with in three months of being referred. This discounted commission is applicable only for stores where Seller has active retail relationship which means currently retailer currently buy products from the seller at the time of referring.
## Seller can bring their existing retailers on to H2Ohub platform and for those specific retailers which sellers bring themselves onto the platform, we charge a discounted commission. This is a limited time offer. In order to get this benefit, seller needs to introduce retailer formally and retailer accepts the introduction in the form of ordering products for the seller with in three months of being referred. This discounted commission is applicable only for stores where Seller has active retail relationship which means currently retailer currently buy products from the seller at the time of referring. In addition, for international retailer relationships, any other country level restrictions, laws and other legal requirements to be met by the seller.
- Sellers agree to incorporate the products pricing sheet as per our requirements, and the templates may change from time to time and further agree to keep the prices up to date without failure.
- Sellers agree to keep inventory information up to date so the orders raised will be fulfilled successfully.
- Sellers agree to pay any taxes and provide any such information back to us promptly for filing the tax exemptions etc. (if there are).
- Sellers agree to renew their certifications from time to time and upload the same to our portal. If for some reason the seller has not renewed the certificate, and products reach the buyer, Seller takes responsibility to recall them and refund them immediately.
- Sellers agree to follow the regulations in that specific country where they are trading and conduct business legally. Any illegal activities, we will not take any liability, however, if found out, will remove membership immediately and we may initiate any legal action and report the same to govt on a requirement basis.
- Seller agrees to commit "lowest wholesale price" on products bought via weekly/bi-weekly/monthly/quarterly subscription!. and if found elsewhere the lower prices for the same product of the seller's brand.
- Seller onboarding form shall be filled as provided by us. We will make this available on the website, this should also be having terms stating, "every information provided here is true and is verifiable".
- In case, anytime we find this information is incorrect, we may be taking necessary action including legal action as this will have a direct impact on the quality of products. We may discontinue membership for any seller who is violating are providing false information in these forms at any time we find out.
- We evaluate each product carefully, we may display quality parameters on our e-commerce in any form that we would wish to do so, and the Seller will have to agree for the same.
- We may request samples every quarter for Seller’s products, randomly for evaluation. If the products do not meet the criteria for our quality, parameters, we may remove any product from the seller at any time.
- We may access social media handles of every brand/product/seller and gather information and reviews from the public site on the products and brand we may display the same on our site.
- We may not share our buyer information, contact, demographics with sellers.
- Sellers agree for us to use the content on their website and any other social media pages/posts of theirs for our website reviews to market their brand.
- Any personnel who join our member using their official email address which they use for doing work/business represents either seller or buyer or both. They represent their company (seller or buyer) and once they accept terms of our site, that is considered as they are accepting terms on behalf of a company.
- Misrepresentation as seller or buyer who has no authority with the company shall make us entitled to initiate legal action.
- We may have access to back end of seller profile and all the information of the seller, and seller accepts that the information can be accessed by us including login details.
- Sellers agree not to trade with the buyer without using us as platform either directly using same brand name or indirectly with any other means with out written permission from us. This shall make us entitled to initiate legal action.
- If we move our platform from one cloud or service providers to another, there can be a change in the experience,
- If the seller is not satisfied with the service and they can freely choose to cancel membership with us, and we will refund any amount taken on a pro-rate basis before 90 days.
- Any promises made by H2O personal on sales calls, marketing emails, or via any other messages including written on our website social media pages, and advertisements should be only seen for information. This cannot be claimed as legal truth or universal truth or health substitute as we may not have access to all such information to be verified even though we may strive to do this as much as possible, we are limited to being a marketplace.
Shipping and Logistics Charges:
Seller agrees to the below:
a) By default, Seller will be charged back for logistics, warehousing and shipping charges unless stated otherwise in the product description page. Seller agrees to incorporate the cost with-in their pricing by appropriately defining the MRP/MSRP accordingly in the seller dashboard. Seller can define custom shipping policy in product description page in which buyer to pay for the shipping and logistics and offer additional discount on the product.
b) Local returns (same country): By default, seller will be charged back for the the logistics, shipping and warehousing charges unless stated otherwise in product description page.
c) International returns: Logistics, warehousing and shipping charges will be handled case by case basis. By default, if carrier returns the product to Seller, it will be charged back to Seller unless stated otherwise in product description page. Seller can offer additional promotions/discounts for the products to be returned.
d) If product is damaged, it will be discarded and if there is fee for discarding the product, it will be charged back to seller. Seller should consider best packaging in order to cover for this risk. If damage happens during transit, carrier terms and conditions are applicable to the seller. Seller will work with carrier to come up with the best resolution. H2Ohub will try and support at the best possible efforts.
e) If product gets missed during transit, carrier terms and conditions are applicable to the seller. Seller will work with carrier, warehousing and/or logistics partner for most appropriate action to be initiated. H2Ohub will try and support at the best possible efforts.
All text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, brand names, descriptions, sounds, music, and artwork (collectively, ‘Content’), is generated/provided or based on information provided by the users or third parties and we have no control and make no guarantees regarding the quality, the accuracy, integrity or genuineness of such content or such other information provided on the website.
All the Content displayed on the website is subject to copyright and shall not be reused by you (or a third party) without the prior written consent from us and the copyright owner.
You are solely responsible for the integrity, authenticity, quality, and genuineness of the content provided on the website and whilst feedback and comments by you can be made via the website, we bear no liability whatsoever for any feedback or comments made by the other users or made in respect of any of the content on the website. Further, the website reserves its right to suspend the account of any user for an indefinite period to be decided at the discretion of the website or to terminate the account of any user who is found to have created or shared or submitted any content or part thereof that is found to be untrue/inaccurate/misleading or offensive/vulgar.
You have a personal, non-exclusive, non-transferable, revocable, limited privilege to access the content on the website. You shall not copy, adapt, and modify any content without written permission from us.
You agree to indemnify, defend and hold harmless us, and our respective directors, officers, employees and agents (collectively, "Parties"), from and against any losses, liabilities, claims, damages, demands, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by us that arise out of, result from, or maybe payable by, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed according to these Terms. Further, you agree to hold us harmless against any claims made by any third party due to, or arising out of, or in connection with:
- Your use of the website,
- Your violation of these Terms.
- Your violation of any rights of another.
- Your alleged improper conduct according to these Terms.
- Your conduct in connection with the website.
You agree to fully cooperate in indemnifying us at your expense. You also agree not to settle with any party without consent from us.
In no event shall we be liable to compensate you or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable, and whether or not you had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with your use of or access to the website and/or the services or materials contained therein.
LIMITATION OF LIABILITY
- We are not responsible for any consequences arising out of the following events:
i.If the website is inoperative/non-responsive due to any connectivity errors associated with the internet connection such as but not limited to slow connectivity, no connectivity, server failure.
ii.If you have fed incorrect information or data or for any deletion of data.
iii.If there is an undue delay or inability to communicate through email.
iv.If there is any deficiency or defect in the services managed by us.
v.If there is a failure in the functioning of any other service provided by us.
- The website accepts no liability for any errors or omissions, on behalf of itself, or for any damage caused to you, your belongings, or any third party, resulting from the use or misuse of the website or any service availed of by us through the website. The service and any Content or material displayed on the service is provided without any guarantees, conditions, or warranties as to its accuracy, suitability, completeness, or reliability. We will not be liable to you for the unavailability or failure of the website.
- You are to comply with all laws applicable to you or your activities, and with all Policies, which are hereby incorporated into these Terms by reference.
- The website expressly excludes any liability for any loss or damage that was not reasonably foreseeable by the website and which is incurred by you in connection with the website, including loss of profits; and any loss or damage incurred by you as a result of your breach of these Terms.
- To the fullest extent permitted by law, we shall not be liable to you or any other party for any loss or damage, regardless of the form of action or basis of any claim. You acknowledge and agree that your sole and exclusive remedy for any dispute with us is to terminate your use of the website.
- These Terms shall continue to form a valid and binding contract between us and shall continue to be in full force and effect until you continue to access and use the Websites.
- You may terminate your use of the website at any time.
- We may terminate these Terms and close your account at any time without notice and/or suspend or terminate your access to the website at any time and for any reason, if any discrepancy or legal issue arises.
- Such suspension or termination shall not limit our right to take any other action against you that we consider appropriate.
- It is also hereby declared that we may discontinue the services and Websites without any prior notice.
- We reserve the right, in its sole discretion, to unilaterally terminate your access to the website, or any portion thereof, at any time, without notice or cause.
- We also reserve the universal right to deny access to you, to any/all of are on its website without any prior notice/explanation to protect the interests of the website and/or other users to the website.
- We reserve the right to limit, deny or create different access to the website and its features concerning different users, or to change any of the features or introduce new features without prior notice.
- You shall continue to be bound by these Terms, and it is expressly agreed to by you that you shall not have the right to terminate these Terms till the expiry of the same.
By using this website and providing your identity and contact information to us through the website, you agree and consent to receive calls, e-mails, or SMS from us and/or any of its representatives at any time.
You can report to “firstname.lastname@example.org” if you find any discrepancy about website or content-related information and we will take necessary action after an investigation. The response with resolution (if any issues found) shall be dependent on the time is taken for investigation.
SELLER OBLIGATIONS AND FORMAL UNDERTAKINGS AS TO CONDUCT
You agree and acknowledges that you are a restricted user of this website and you:
- Agree to provide genuine credentials whenever required on the website. You shall not use a fictitious identity. We are not liable if you have provided incorrect information.
- Agree to ensure the Personally Identifiable Information and any such other information that may be provided and shall keep your information accurate and up to date.
- Agree that as a seller on the platform, you will undertake to provide utmost transparency and provide a guaranteed lowest wholesale price on your products listed on the platform for the subscription-based buyers.
- Agree that you will not create any direct competition on the services provided by the platform or by creating a similar marketplace anytime me for a period of 2 days from the date of your termination as the seller on our platform.
- Agree you will not hire the employees or the Consultants of the platform without written permission from an authorized signatory that you are in contact.
- Agree not to trade or do business with the buyers listed on our platform directly at any time while they are associated with the platform. You agree to pay a sum of USD 25,000 for any such violation.
- Understand and agree that, to the fullest extent permissible by law, the website or any of their affiliates or their respective officers, directors, employees, agents, licensors, representatives, operational service providers, advertisers or suppliers shall not be liable for any loss or damage, of any kind, direct or indirect, in connection with or arising from the use of the website or this Terms, including, but not limited to, compensatory, consequential, incidental, indirect, special or punitive damages.
- Are bound not to cut, copy, modify, recreate, reverse engineer, distribute, disseminate, post, publish or create derivative works from, transfer, or sell any information or obtained from the website. Any such use/limited use of the website will only be allowed with the prior express written permission.
- Agree not to access (or attempt to access) the website and/or the materials or services by any means other than through the interface provided by the website. The use of deep-link, robot, spider or other automatic devices, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the website or its content, or in any way reproduce or circumvent the navigational structure or presentation of the website, materials or any content, or to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the website will lead to suspension or termination of your access to the website. We disclaim any liabilities arising concerning such offensive content on the website.
- Expressly agree and acknowledge that the Content generated by the users and displayed on the website is not owned by us and that we are in no way responsible for the content of the same. You may, however, report any offensive or objectionable content, which we may then remove from the website, at our sole discretion.
You further undertake not to:
- Engage in any activity that interferes with or disrupts access to the website or the services provided therein (or the servers and networks which are connected to the website).
- Impersonate any person or entity, or falsely state or otherwise misrepresent his/her affiliation with a person or entity.
- Probe, scan or test the vulnerability of the website or any network connected to the website, nor breach the security or authentication measures on the website or any network connected to the website. The user may not reverse look-up, trace or seek to trace any information relating to any other user of, or visitor to, the website, or any other viewer of the website, including any user account maintained on the website not operated/managed by the user, or exploit the website or information made available or offered by or through the website, in any manner.
- Disrupt or interfere with the security of, or otherwise cause harm to, the website, systems resources, accounts, passwords, servers, or networks connected to or accessible through the website or any affiliated or linked Websites.
- Use the website or any material or content therein for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of this website or any other third party (s).
- Violate any code of conduct or guideline which may apply for or to any particular service offered on the website.
- Violate any applicable laws, rules, or regulations currently in force within or outside India.
- Commit any act that causes us to lose (in whole or part) the services of its Internet Establishment ("ISP") or in any manner disrupts the services of any other supplier/service provider of the website.
- You hereby expressly authorize us to disclose all information relating to you in our possession to law enforcement or other government officials, as we may in our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those involve personal injury and theft/infringement of intellectual property. You further understand that the website might be directed to disclose any information (including the identity of persons providing information or materials on the website) as necessary to satisfy any judicial order, law, regulation or valid governmental request.
- By indicating your acceptance to use any services offered on the website, you are obligated to complete such transactions after making payment. You shall be prohibited from indicating their acceptance to avail services where the transactions have remained incomplete.
- You agree to use the services provided by us, our affiliates, consultants and contracted companies, for lawful purposes only.
- You agree to provide authentic and true information. We reserve the right to confirm and validate the information and other details provided by you at any point in time. If upon confirmation such details are found to be false, not to be true (wholly or partly), we shall in our sole discretion reject the registration and debar you from using the website without prior intimation whatsoever.
- You agree not to post any material on the website that is defamatory, offensive, obscene, indecent, abusive, or needlessly distressful or advertising any goods or services. More specifically, you agree not to host, display, upload, update, publish, modify, transmit, or in any manner share any information that:
- belongs to another person and to which you have no right to;
- is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever;
- is in any way harmful to minors;
- infringes any patent, trademark, copyright or other proprietary rights;
- violates any law for the time being in force;
- deceives or misleads the addressee about the origin of such messages or communicates any information which is grossly offensive or menacing;
- Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;
- Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Publish, post, disseminate, any grossly harmful information, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or gambling, or otherwise unlawful in any manner whatever; or unlawfully threatening or unlawfully harassing including but not limited to "indecent representation of women" within the meaning of the Indecent Representation of Women (Prohibition) Act, 1986;
- Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
SUSPENSION OF ACCESS AND ACTIVITY
Notwithstanding other legal remedies that may be available, we may in our sole discretion, limit your access and/or activity by immediately removing your access credentials either temporarily or indefinitely, or suspend/terminate your association with the website, and/or refuse to the usage of the website, without being required to provide you with notice or cause:
- If you have provided wrong, inaccurate, incomplete, or incorrect information.
- If your actions may cause any harm, damage or loss to the other users or us, at our sole discretion.
INTELLECTUAL PROPERTY RIGHTS
Unless expressly agreed to in writing, nothing contained herein shall give you a right to use any of the trade names, trademarks, service marks, logos, domain names, information, questions, answers, solutions, reports and other distinctive brand features, save according to the provisions of these Terms that shall be available on the website. All logos, trademarks, brand names, service marks, domain names, including material, designs, and graphics created by and developed by either the website or such other third party and other distinctive brand features of the website are the property of the website or the respective copyright or trademark owner. Furthermore, concerning the website, we shall be the exclusive owner of all the designs, graphics and the like, related to the website.
You shall not use any of the intellectual property displayed on the website in any manner that is likely to confuse existing or prospective users of the website, or that in any manner disparages or discredits the website, to be determined at the sole discretion.
You are aware of all intellectual property, including but not limited to copyrights, relating to said services that reside with the owners, and that at no point does any such intellectual property stand transferred from the creators. You are aware that we merely provide the website through which you can communicate with other users and the website does not own any of the intellectual property relating to the independent content displayed on the website, apart from created graphics and specified content.
DISCLAIMER OF WARRANTIES AND LIABILITIES
- You further agree and undertake that you are accessing the website at your sole risk and that you are using the best and prudent judgment before availing of any features on the website or accessing/using any information displayed thereon.
- You agree that any kind of information, resources, activities, recommendations obtained/availed from the website, written or oral, will not create any warranty and we disclaim all liabilities resulting from these.
- We do not guarantee that the features and content contained on the website will be uninterrupted or error-free, or that the website or its server will be free of viruses or other harmful components, and you hereby expressly accept any associated risks involved with your use of the website.
We will not be liable for damages for any delay or failure to perform our obligations hereunder if such delay or failure is due to cause beyond our control or without its fault or negligence, due to force majeure events including but not limited to acts of war, acts of God, earthquake, riot, fire, festive activities sabotage, labour shortage or dispute, internet interruption, technical failure, breakage of sea cable, hacking, piracy, cheating, illegal or unauthorized.
DISPUTE RESOLUTION AND JURISDICTION
These Bylaws/Operating Agreement, as well as any other agreements entered into between the Parties, shall be governed by and construed in accordance with the laws, rules, and regulations of the State of Delaware and the United States of America and State of Karnataka in India.
Arbitration: In the event that the Parties are unable to amicably resolve a dispute, the said dispute will be referred to arbitration by a sole arbitrator to be appointed by us, and the award passed by such sole arbitrator will be valid and binding on all parties. All cost of the Arbitration shall be borne solely in accordance with the Arbitrators award. The arbitration shall be conducted in English, and the seat of Arbitration shall be State of Delaware and the United States of America and courts located within Bengaluru, Karnataka in India.
- Waiver: The failure at any time to require performance of any provision of these Terms shall in no manner affect our right at a later time to enforce the same. No waiver by us of any breach of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of these Terms.
- Severability: If any provision/clause of these Terms is held to be invalid, illegal, or unenforceable by any court or authority of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions/clauses of these Terms shall in no way be affected or impaired thereby, and each such provision/clause of these Terms shall be valid and enforceable to the fullest extent permitted by law. In such case, these Terms shall be reformed to the minimum extent necessary to correct any invalidity, illegality, or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the Parties hereto, as expressed herein.
- Contact us: If you have any questions about these Terms, the practices of the website, or your experience, you can contact us by emailing at email@example.com