Terms of Service
These Terms of Service and related documents and urls referred to therein (“Agreement”) are the terms and conditions for use of Distacart Inc’s services (collectively “Service”,). This Agreement is made by and between you/your organization and all of its employees and agents (“Customer” or “you”) and Distacart Inc., a US-based company ("Distacart"), has its Corporate office address at 883 N Shoreline Blvd, Suite B220, Mountain View, CA 94043, United States. Genie Exports Private Limited, hereinafter called Genie, an Indian subsidiary of Distacart Inc has its registered office address at 8-3-167/D plot Nos.208 & 209, Kalyanagar, Yousufguda, Hyderabad, Telangana 500038 India
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY (i) CLICKING THROUGH INDICATING YOUR ACCEPTANCE OR (ii) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT YOU AGREE TO BE BOUND BY THESE TERMS (“AGREEMENT”).
Services Provided by Distacart
1.1. Development of a Website: Distacart will develop a website to facilitate the sale of Brand Owner’s products internationally (outside of India), as detailed in Addendum A.
1.2 Backend Integration: Distacart will integrate backend systems for order fulfilment services, as detailed in Addendum A
1.3 Payment Processing: Distacart will set up and configure payment gateways to receive customer payments into a Distacart bank account in the USA, as detailed in Addendum A.
1.4 Additional Services: Distacart will provide optional services such as handling chargebacks, synchronizing product data from the brand’s Indian website, customer support and marketing services as detailed in Addendum A.
Services Provided by Genie
2.1 Order Handling and Fulfilment: Genie will handle and fulfill orders received from Brand’s international website built by Distacart, including procurement, shipping, packing, generating shipping documents, binning, quality control, tracking, customs clearance cases and handling of shipments which are Return to Shipper (RTS), Return to Originator (RTO), Stuck In customs (SIC): as detailed in Addendum A
2.2 Liabilities and Replacements: Genie will handle fulfillment and delivery, including determining when goods should be replaced if damaged or lost, and determining when the customer’s money should be refunded, as detailed in Addendum A
2.3 Inventory Management: Genie will procure products from Brand Owner and maintain inventory if needed, as detailed in Addendum A.
2.4 Shipment Rate Cards: Genie will suggest shipment rate cards for various countries to Brand Owner, as detailed in Addendum A.
Responsibilities of Brand Owner
3.1 Shipping Terms and Conditions: Ensure that Shipping Terms and Conditions and other Terms of Use and Policies set up by Distacart relating to the E-Commerce website remain unchanged, except with prior written authorization from Service Provider.
3.2 Product Data Management: Ensure that any changes in product data, listings, and prices on the domestic website are kept current should this data be used to maintain and feed the international website.
3.3 Payment for Services:
· Agree to pay for the Services furnished by the Service Provider at the rates set forth in Addendum C
· Service Provider may amend the Prices once, twelve (12) months after the Commencement Date , and thereafter may subsequently amend the Prices annually at the beginning of each Renewal Term by giving prior written notice of such amendments in Prices (an “Adjustment Notice”) to Brand Owner at least thirty (30) calendar days prior to the commencement of the twelve (12) month period for which such amendment in Prices shall be effective. This price amendment does not relate to variations in shipping rates and other expenses incurred by Service Provider as referred to in other parts of this Agreement.
3.4 Communication: Provide Service Provider with a primary email address that is active to be used as the primary method of communication.
3.5 Password Security: Keep their password secure to access the website. Service Provider will not be liable for any loss or damage from failure to maintain the security of Brand Owner’s password.
3.6 Technical Limitations: Not work around, bypass, or circumvent any of the technical limitations of the Services by Service Provider, including processing orders outside Distacart and Genie’s Checkout procedures.
3.7 Data Transfer and Security: Acknowledge that Brand Owner’s Material and Content may be transferred unencrypted and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices. Bear sole responsibility for adequate security, protection, and backup of Brand Owner’s Materials and Content.
3.8 Sales Contract: Confirm that the Services provided by Service Provider are not a marketplace and any contract of sale made through the Services is directly between Brand Owner and the customer.
3.9 Content Responsibility:
· Be solely responsible for all data, information, feedback, suggestions, text, content, and other materials, including Personally Identifiable Information, that is uploaded, posted, delivered, provided, transmitted, or otherwise made available to Service Provider in connection with Brand Owner’s website.
Agrees that the Service Provider shall not be liable for any delay, loss, damage or costs as a result of any inaccuracy in Brand Owners content, including Personal Information. Brand Owner retains all rights, title and interest in and to Brand’s content, other than the rights granted to Service Provider in this Agreement and/or as reasonably needed to carry out the Services. Service Provider has the right, but not the obligation, to monitor Brand Owners content.
Agrees that, if the content is not compliant with this Agreement (including any Policies), Service Provider may remove or disable Brand Owners content at any time. Brand Owner confirms, warrants and represents that Brand Owner owns all of content and/or have obtained all such permissions, releases, rights, or licenses as are required to enable Brand Owner to engage in posting and all other activities associated with the Services, for Service Provider to process Brand Owner’s content and for Service Provider to perform its obligations and exercise its rights under this Agreement. Brand Owner further confirms, warrants and represents that Brand Owner’s content does not, and will not, violate, infringe or misappropriate any third party’s Intellectual Property or privacy rights, and that Brand Owners content does not contain any material that is defamatory, obscene, violent, threatening, abusive, tortious, offensive, harassing or otherwise unlawful.
3.10 Content Responsibility: Obtain and maintain any equipment and ancillary services needed to connect to, access, or otherwise use the Services.
3.11 Use of Services: Use the Services only for lawful purposes and comply with all applicable international trade laws and regulations. All rights, title, and interest in and to the Services will remain with and belong exclusively to the Service Provider. Brand Owner shall not: (a) sublicense, resell, rent, lease, transfer, assign, timeshare, or otherwise commercially exploit or make the Services available to any third party; (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy, or export control laws) or in any manner that interferes with or disrupts the integrity, security or performance of the Services; (c) allow any unauthorized person to access Brand Owner’s website; or (d) modify, adapt, or hack the Website, or otherwise attempt to gain unauthorized access to the Website, or related systems and networks. Brand Owner shall comply with any codes of conduct, policies, or other reasonable notices Service Provider provides to Brand Owner or publishes in connection with the Services, and Brand Owner shall promptly notify Service Provider if Brand Owner learns of a potential security or privacy breach related to the Services.
Tech support for Product Marketing
4.1 The service provider needs to have access to the brand owner's complete product data like product details, pricing, and availability across numerous international markets which needs to be synchronized in near real-time across various advertising Platforms (eg: Google merchant center, Bing merchant center etc,) using Distacart's software. Accurate data needs to be synchronised to comply with the policies of the advertising platforms. The Brand Owner acknowledges the importance of having accurate data available for synchronization.
Indemnification
5.1 Brand Owner shall indemnify, defend and hold Service Provider and its divisions, subsidiaries, and affiliates and their respective officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, liability, loss, damage or injury and costs and expenses (including reasonable attorneys’ fees, costs of any suit, and amounts paid in settlement of any such claims) (“Claims”) arising out of, relating to, or in connection with (a) the breach of any warranty, representation or covenant on the part of Brand Owner hereunder; (b) the performance or non performance of this Agreement by Brand Owner, and any negligent acts or omissions associated therewith; (c) the Services or the Products, including, without limitation, Claims for personal injury, death, property damage, environmental harm, product liability, or breach of warranty; (d) violations of any regulations, laws, ordinances, statues or rules applicable to the Products or Services, including without limitation FTC or FDA; (e) unpaid taxes, customs, or transportation charges; (f) claims related to Service Provider’s providing technical support assistance to Brand Owner’s customers in accordance with the terms hereof; (g) Service Provider’s authorized use of Brand Owner’s confidential information, Brand Owner’s customer data or Brand Owner’s systems, in Service Provider’s performance of the Services under this Agreement as provided herein; (h) a claim of an unfair or deceptive act and practice of Brand Owner; or (i) violations of any patent, trademark, copyright, trade secret or other intellectual property rights relating to the Services, the Products or Brand Owner ’s marketing, labeling, sale or distribution of any of the Products; or (j) any acts or omissions by Brand Owner relating to the Products which do not comply with applicable country, state, federal, provincial or local law; (k) date privacy violations; (l) export violations; or (k) any claims arising from a data breach or violation of data privacy laws related to the Services; (l) any recurring damages claims made by the Brand Owner, third parties or end-users against the Service Provider related to the Products or Services
5.2 Service Provider may use Third Party Services when fulfilling their obligations under this Agreement. Service Provider does not provide any warranties or make representations to Brand Owner with respect to Third Party Services. Brand Owner acknowledges that the Service Provider has no control over Third Party Services and will not be responsible or liable to Brand Owner or anyone else for such Third-Party Services. The availability of Third-Party Services on Brand Owner’s websites, or the integration or enabling of such Third-Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Service Provider. Service Provider does not guarantee the availability of Third-Party Services and Brand Owner acknowledges that Service Provider may disable access to any Third-Party Services at any time in its sole discretion and without notice to Brand Owner. Service Provider is not responsible or liable to anyone for discontinuation or suspension of access to, or disablement of, any Third-Party Service. Brand Owner agrees to indemnify and hold Service Provider and (as applicable) Service Provider’s parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third-Party Service or Brand Owner’s relationship with a Third-Party Provider.
Term and Termination:
6.1 Term: This Agreement shall be valid from effective date as per the order form. It will automatically renew for additional one-year terms unless written notice of termination is given by Brand Owner thirty (30) days prior to the end of the current one-year term.
6.2 Any Party may terminate this Agreement:
· For breach of any material term or condition that is not rectified within fourteen (14) business days of following notice of such breach.
· By providing 30 days’ prior written notice to the other Parties.
· Any outstanding balance owed to the Service Provider through the effective date of such termination will immediately become due and payable in full.
· Upon termination of this Agreement by either party for any reason, Brand Owner will not be entitled to any refunds or any Fees, pro rata or otherwise.
· Termination of this Agreement shall not affect any obligations or duties of the Parties towards the Customer which obligations or duties accrued before the termination of this Agreement.
· Service Provider shall have the right to retain any money owing to Brand Owner for a period of ninety (90) days after termination for chargebacks and for any other customer disputes etc.
· The Brand Owner will retain ownership of the intellectual property rights related to the eCommerce website after termination of this Agreement. Service Provider may keep a copy of the website for archival purposes.
· Upon termination of this Agreement, Service Provider shall have the right to retain a copy of all order information and client data for record-keeping purposes and to fulfill any legal or regulatory requirements.
Modifications
7.1 The terms of this Agreement will be modified from time to time by the Service Provider by sending an email notification of any term change to Brand Owners Primary email address. Should the Brand Owner reject the modification, notification of such rejection must be sent by the agreed means of communication to Service Provider within fourteen (14) days of receipt of the modified term/s
7.2 Service Provider may change the Fees for the Services from time-to-time. 30 days’ advanced notice prior to any changes in Fees will be sent via email to the Principal Email or by similar means. The Service Provider will not be liable to Brand Owner or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).
DISCLAIMERS
EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE, SERVICE PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR THE PRODUCTS, AND ANY AND ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED. SERVICE PROVIDER SHALL NOT BE LIABLE TO BRAND OWNER OR ANY OTHER THIRD PARTY FOR DAMAGE OR INJURIES ON ACCOUNT OF DEFECTS IN ANY OF THE PRODUCTS, OR ON ACCOUNT OF DAMAGE OR INJURIES RESULTING IN WHOLE OR IN PART FROM PRODUCT USE OR MISUSE BY THIRD PARTIES.
LIMITATION OF LIABILITY
9.1 INDIRECT, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES. SUBJECT TO ANY NON-EXCLUDABLE RIGHTS, UNDER NO CIRCUMSTANCES SHALL SERVICE PROVIDER BE LIABLE TO BRAND OWNER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, LOSS OF GOODWILL OR REPUTATION, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, USAGE, LOST SALES OR BUSINESS, OR LOST DATA OR BREACH OF PERSONAL INFORMATION(EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE FOREGOING LIMITATIONS MAY NOT APPLY TO THE BRAND OWNER. IN THESE JURISDICTIONS, THE SERVICE PROVIDER’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW UNDER THE TERMS OF THIS AGREEMENT.
9.2 MAXIMUM LIABILITY.
a) BRAND OWNER AGREES THAT SERVICE PROVIDER’S MAXIMUM LIABILITY FOR LOSS OR DAMAGE TO GOODS (INCLUDING LOSS FROM ANY GOODS COUNT INACCURACIES) WILL BE LIMITED TO THE ACTUAL PRODUCT VALUE OF THE LOST OR DAMAGED GOODS, SUBJECT TO A CAP OF 80% OF THE TOTAL ACTUAL PRODUCT VALUE.
b) FURTHERMORE, THE SERVICE PROVIDER’S MAXIMUM AGGREGATE LIABILITY TO BRAND OWNER FOR ANY OTHER CLAIMS OTHER THAN 9.2.1, NOTWITHSTANDING THE NATURE OR GROUNDS FOR ALL CLAIMS UNDER THIS AGREEMENT, INCLUDING THE BREACH OF THIS AGREEMENT BY SERVICE PROVIDER, SHALL NOT EXCEED THE LESSER OF: (i) $3,000 OR (ii) 100% OF THE AGGREGATE AMOUNT OF FEES ACTUALLY PAID BY MERCHANT FOR SERVICES DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PROVISIONS OF THIS CLAUSE ALLOCATE THE RISKS UNDER THIS AGREEMENT, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
Confidentiality
10.1 Definition of Confidential Information. "Confidential Information" will include, but is not limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Service Provider’s Confidential Information includes all information that Brand Owner receives relating to Service Provider or to the Services that is not known to the public, including information related to Service Provider’s security program and practices.
10.2 Exclusions from Confidential Information. Confidential Information does not include information that:
a) Is public knowledge other than by breach of this Agreement;
b) Has been lawfully acquired from a third party without any obligation of confidentiality;
c) Was developed independently without reference to any Confidential Information; or
d) Is required to be disclosed by law, regulation, or court order, provided that the receiving party gives prompt written notice to the disclosing party prior to such disclosure and cooperates with the disclosing party to seek an appropriate protective order.
10.3 Use and Protection of Confidential Information. Each party agrees that it shall:
i. Not use any Confidential Information for any purpose other than to perform its obligations under this Agreement and as agreed in this Agreement;
ii. Disclose Confidential Information only to its officers, directors, employees, Affiliates, independent contractors, agents, financing banks, insurance company/brokers, professional advisors, and auditors who need to know such information to enable or assist a party in performing under this Agreement or a Transaction, provided that such persons are bound by confidentiality undertakings substantially similar to those contained in this Agreement or are otherwise bound by professional duties of confidentiality;
10.4 Obligations Post-Term. These confidentiality obligations shall remain in effect during the term of this Agreement and thereafter.
10.5 No Requirement for Written Consent. Notwithstanding the foregoing, no party shall be required to obtain the prior written consent of any other party in respect of the disclosure of Confidential Information to the aforementioned persons or entities, provided that they comply with the confidentiality obligations set forth herein.
Intellectual Property; Your Content; Account Security
11.1 All rights, including Intellectual Property Rights, to the developed website shall remain with Brand Owner. Service Provider shall have no claim over these rights except those rights given in this Agreement.
11.2 Service Provider does not claim ownership of Brand Owners material and content, however, does require a license to those materials. Brand Owner grants Service Provider a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any materials provided by Brand Owner in connection with the Services of Service Provider. Service Provider may use their rights under this license to operate, provide, and promote the Services.
11.3 The Brand Owner agrees that the Service Provider, at any time during the term of the agreement, may review and delete any or all of the materials submitted, although they are not obligated to do so.
11.4 Brand Owner grants Service Provider a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with Brand Owner’s Website (“Your Trademarks”) to operate, provide, and promote the website and to perform their obligations and exercise their rights under this Agreement. This license will survive any termination of this Agreement solely to the extent that the Service Provider requires the license to exercise any rights or perform any obligations that arose during the Term of the Agreement.
11.5 Service Provider does not grant the right to use any trademark of Service Provider or any third party.
11.6 Access to the Services and Software License. Any Software made available to you by Service Provider in connection with the Services, including the Service Provider Platform, contains Service Provider ’s Intellectual Property and confidential information that is protected by applicable intellectual property laws and this Agreement. Service Provider grants you a non-transferable, non-sublicensable and non-exclusive right and license (“License”) to use the Software solely in connection with the Services during the term of this Agreement, provided that you shall not (and shall not allow any third party to) copy, modify, publish, distribute, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, license, sublicense, or otherwise attempt to transfer any right in any Software. You agree not to access the Services by any means other than through the interface that is provided by Service Provider . Any rights not expressly granted herein are reserved. Service Provider does not license or grant the right to use any trademark of Service Provider or any third party. The License may be terminated immediately if you fail to comply with this Clause 11.6 or any other term of this Agreement, or if Service Provider , acting reasonably, forms the view that there is a risk that you have not complied with this Clause 11.6, or any other provision of this Agreement, and shall, in any event, terminate upon the termination or expiration of this Agreement.
11.7 Your Content. You are solely responsible for all data, information, feedback, suggestions, text, content, and other materials, including Personally Identifiable Information, that you upload, post, deliver, provide, transmit, or otherwise make available to Service Provider in connection with your use of the Services (including material you upload to the Service Provider Platform) (“Your Content”). You agree that Service Provider shall not be liable for any delay, loss, damage or costs as a result of any inaccuracy in Your Content, including Personal Information. You retain all rights, title and interest in and to Your Content, other than the limited rights expressly granted to Service Provider in this Agreement and/or as reasonably needed to carry out the Services. Service Provider has the right, but not the obligation, to monitor Your Content. You further agree that, if the Content is not compliant with this Agreement (including any Policies), Service Provider may remove or disable Your Content at any time. You confirm, warrant and represent that you own all of Your Content and/or have obtained all such permissions, releases, rights, or licenses as are required to enable you to engage in your posting and all other activities associated with the Services, for Service Provider to Process Your Content and for Service Provider to perform its obligations and exercise its rights under this Agreement. You further confirm, warrant and represent that Your Content does not, and will not, violate, infringe or misappropriate any third party’s Intellectual Property or privacy rights, and that Your Content does not contain any material that is defamatory, obscene, violent, threatening, abusive, tortious, offensive, harassing or otherwise unlawful.
11.8 Use and Modification of Your Content & Data. You grant Service Provider a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable, and transferable right and license to access, collect, copy, use, store, host, transmit, modify, distribute, display, disclose, and otherwise process (“Process”) Your Content & Data: (a) to the extent necessary to provide the Services pursuant to the Agreement; (b) in connection with internal operations and functions, including but not limited to, operational analytics and reporting, financial reporting and analysis, product or Service improvement or development, audit functions, and archival purposes; (c) to communicate with you about the Services or Service Provider ’s other products and services; and (d) on an aggregate and anonymous basis for providing our services and other lawful purposes
11.9 Personal Information. To the extent Service Provider Processes Your Content that constitutes Personal Information in the provision of the Services to you, Service Provider and you will comply with the obligations set forth in Service Provider ’s Data Processing Agreement (“DPA”) and is incorporated into this Agreement by reference. Service Provider will process such Personal Information in accordance with the DPA.
11.10 Account Confidentiality. You are solely responsible for maintaining the confidentiality of your login, password, Your Content and Account, and for all activities that occur under your login or Account, except to the extent a failure to maintain confidentiality or any activity conducted under your login or Account is caused by Service Provider or its employees. For support purposes, designated Service Provider employees have the ability to access your Account. This access includes but is not limited to production data, including Personal Information,within the dashboard and data storage locations. This access is audited on a regular basis as a part of Service Provider ’s internal audit processes.
11.11 Security Acknowledgement. You understand that the operation of the Services, including Your Content, may be unencrypted and transmitted over various networks, changed to conform and adapt to technical requirements of connecting networks or devices, and transmitted to Service Provider ’s third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection, and backup of Your Content. Unless and to the extent that it was directly caused by Service Provider ’s negligence, Service Provider shall not be liable for unauthorized access to or use of Your Content, or any corruption, deletion, destruction, or loss of any of Your Content.
11.12 Maintenance and Security of Equipment. You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including hardware, software, network and telephone services. You shall also be responsible for maintaining the security of your equipment and ancillary services, your Account, passwords (including administrative and user passwords), files and for all uses of your Account or your equipment and ancillary services.
Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by circumstances beyond the reasonable control of the affected party, including, but not limited to, acts of God, war, terrorism, strikes, and other labor disputes, riots, natural disasters, pandemics, epidemics, governmental regulations, and failure of suppliers or subcontractors to perform. The affected party shall notify the other party as soon as practicable, and the time for performance of the affected obligation shall be extended by the period of delay caused by the force majeure event.
Representations and Warranties
Each Party represents and warrants that: (a) It has the right and authority to enter into and perform this Agreement. (b) It will perform its obligations under this Agreement in accordance with applicable laws and industry standards.
Taxes
Each Party shall be responsible for its own taxes in its business and taxes based on its income or gross receipts. Service Provider may charge service tax or other transaction taxes as applicable on Brand Owner Owner's products.
Anti-Corruption
Each Party agrees to comply with all applicable anti-corruption laws and regulations.
Notices
All notices under this Agreement shall be in writing and sent to the addresses set forth above. Notices sent by email to the email addresses noted in this agreement within any prescribed time periods and acknowledged by return email by the receiving party shall be deemed notice in writing for this agreement.
Dispute Resolution
17.1 Mediation: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, the parties shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such a solution within a period of thirty (30) days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration as per clause 17.2.
17.2 Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be Alameda County, California, USA. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Assignment
No Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any attempt to assign or transfer this Agreement without such consent shall be null and void.
Default
A Party failing to fulfill its obligations will be considered in default. The defaulting Party must rectify the breach within a specified period, or the aggrieved Party may seek legal remedy as provided under section 19.
General Conditions
20.1 This Agreement, including the documents it incorporates by reference, constitutes the entire agreement between the Parties and supersedes any prior agreements between the Parties (including, but not limited to, any prior versions of this Agreement).
20.2 The failure of the Service Provider to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of this Agreement.
20.3 Unless otherwise provided in this Agreement, no person or entity who is not a party to this Agreement will have any right to enforce any term of this Agreement, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of this Agreement.
Addendum A
Service Selection for International eCommerce Partnership Agreement
This Addendum is made part of the international eCommerce Partnership Agreement between Distacart, Genie, and Brand Owner. Brand Owner may select the services they wish to utilize by marking the corresponding checkboxes. Only services that are check marked will be provided under this agreement.
Distacart Services
Development of a Website
1.1. Scope of Service
Specifications:
Design and develop a responsive eCommerce website tailored for international sales.
Integrate secure payment gateways suitable for international transactions.
Implement multi-currency support and localized content for target markets.
Ensure website compliance with international data privacy regulations.
Deliverables:
Wireframes and design mockups.
Fully functional website with all agreed features as below
Currency Converter Feature
Newsletter basic one, if high level offer wise then app
Blog native
Eye-catching homepage and product page
Review option on product page
Payment gateway integration
Domain connection
50 Products uploaded
Menu setup
Filter on collection page setup : basic
Manual for adding products in the future
Promotion blocks on homepage
recommended products option on products page : basic
Sorting option on collection page : Basic sorting
Quick view option setup : basic with Product images
Cart notes
Product videos
Enhanced search
FAQ page
Ingredients and nutritional information
Speed Optimization
Mobile-friendly website
Geography based Shipment price allocation.
Geography based Product Pricing.
Geography based Product Blocking.
Multi Location Inventory Fulfilment.
User manual and training for Brand Owner's team.
Deliverable Schedule:
Initial design mockups: 2 weeks from project start.
Development and integration: 6 weeks from design approval.
Testing and final delivery: 2 weeks from development completion.
Backend Integration for Fulfilment Services
2.1. Scope of Service:
Specifications:
Integration with selected order fulfillment services .
Real-time order tracking and inventory management.
Deliverables:
Integrated backend system.
Documentation for backend processes.
Deliverable Schedule:
Integration setup: 3 weeks from project start.
Testing and deployment: 1 week from setup completion.
Payment Processing
3.1. Scope of Service:
Specifications:
Set up and configure payment gateways to receive customer payments into a Distacart bank account in the USA
Ensure compliance with relevant financial regulations.
Deliverables:
Configured payment gateway.
Transaction reports and reconciliation processes.
Deliverable Schedule:
Setup and configuration: 2 weeks from project start.
Testing and deployment: 1 week from configuration completion.
Optional Services
4.1. Handling Chargebacks:
Scope of Service:
Managing chargeback disputes on behalf of the Brand Owner.
Sharing necessary order and customer information.
Deliverables:
Chargeback management process documentation.
Deliverable Schedule:
Ongoing as needed.
4.2. Synchronizing Product Data:
Scope of Service:
Integrating product data with ad platforms (Google, Facebook, etc.).
Ensuring regular updates and synchronization.
Deliverables:
Synchronized data feeds.
Integration documentation.
Deliverable Schedule:
Initial setup: 2 weeks from project start.
Regular updates: Weekly.
4.3. Marketing Services:
Scope of Service:
Developing and executing targeted marketing campaigns.
Using collected customer and sales data for ad targeting.
Deliverables:
Marketing strategy plan.
Campaign performance reports.
Deliverable Schedule:
Initial strategy: 4 weeks from project start.
Campaign execution: Ongoing.
Genie Services:
Order Handling and Fulfilment
1.1. Scope of Service:
Specifications:
Manage the full order fulfillment process.
Ensure quality control, tracking, and customs clearance.
Deliverables:
Order fulfillment process documentation.
Regular fulfillment reports.
Deliverable Schedule:
Ongoing as orders are received.
Liabilities and Replacements
2.1. Scope of Service:
Specifications:
In case the shipment is being returned due to inadequate paperwork/documentations/declarations then it will be the responsibility of the Service Provider.
If the shipment is lost by the courier/delivered to the wrong address then it will be the responsibility of the Service Provider.
If the shipment is rejected by the customs due to inadequate /incomplete paperwork then the responsibility will be of the Service Provider.
Service provider is responsible for all damages in transit after the products have been handed over to it.
Determine when goods should be replaced if damaged or lost or undeliverable due to Stuck in Customs.
Process customer refunds.
Disposal/RTS/Reshipment/Refund of orders which are stuck in customs.
Returns management for USA
Deliverable Schedule:
Ongoing as needed
Inventory Management
3.1. Scope of Service:
Specifications:
Procure and maintain inventory for Brand Owner.
Deliverables:
Inventory management reports.
Deliverable Schedule:
Ongoing as needed
Shipment rate card
4.1. Scope of Service:
Specifications:
Provide shipment rate cards for various countries.
Deliverables:
Rate cards documentation.
Deliverable Schedule:
Initial delivery: 1 week from request.
Selection of Services
Brand Owner selects the following services to be provided by Distacart and Genie. Only the services that are check marked below will be provided:
Distacart Services:
☐ Development of a Website
☐ Backend Integration
☐ Payment Processing
Optional Services:
☐ Handling Chargebacks
☐ Synchronizing Product Data
☐ Marketing Services
Genie Services:
☐ Order Handling and Fulfillment
☐ Liabilities and Replacements
☐ Inventory Management
☐ Shipment Rate Cards
Addendum B:
Brand Owners Responsibilities
Liabilities and Replacements
1.1. Scope of Service:
Specifications:
If the shipment is being returned due to incorrect/incomplete address, customer not willing to accept the shipment/documents needed from the customer then it will be responsibility of the brand.
Ensures the delivery of the products to the Service provider after the receipt of the Orders at the given GEPL address
Deliverable Schedule:
Ongoing as needed
Let's start
creating together
Distacart Inc.
883 N Shoreline Blvd, Suite B220
Mountain View, CA 94043
United States
Sarvotham, Plot No. 12,
Deloitte Dr, Phase 2,
HITEC City, Hyderabad,
Telangana 500081