The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
1.1. This HyperPort HyperPort partner Terms of Use (“Terms”) governs the access or use by you (the “HyperPort partner”) of the information service platform (“Platform”) through our mobile applications, website applications (together “Applications”) or websites to receive services made available by HyperPort Managing By Etix India Private Limited a company with its registered office at No. 992 banashankari I stage, bengaluru, bangalore 560050(“ HyperPort Managing By Etix India Private Limited”), you hereby agree that
(i) you have read and understand these Terms;
(ii) you will comply with these Terms;
(iii) you are at least 18 years old and otherwise legally competent to enter into contracts;
(iv) you have the right and authority to enter into these Terms and, if applicable, on behalf of any organization on whose behalf you have enrolled for use of the Platform and to bind such organization to these Terms; and
(v) these Terms whether stated or otherwise referenced herein set forth rights and obligations and constitute a legal binding agreement between you and HyperPort governing your access or use of the Platform. IF YOU DO NOT AGREE TO ANY OF THESE TERMS OR DO NOT AGREE TO BE BOUND BY THESE TERMS, PLEASE DO NOT ACCESS OR USE THE PLATFORM OR THE SERVICE. PLEASE READ CAREFULLY “DISCLAIMER” AND “INDEMNIFICATION”. THESE PROVISIONS LIMIT OUR LIABILITY TO YOU.
1.2. HyperPort reserves the right to modify these Terms at any time, and such modifications shall become effective upon posting unless HyperPort notifies you otherwise. Your continued access or use of the Platform or Service after any such modifications shall constitute your agreement to be bound by such modifications. It is your responsibility to review the Terms regularly to stay informed. If any modifications are made, HyperPort will notify you by revising the date at the top of the Terms and, in some cases, HyperPort will provide you with additional notice.
2.1. In order for you to use the Services, you are required to register for a HyperPort partner account (“HyperPort partner Account”) with HyperPort. Once your registration is successfully completed with HyperPort, you will be provided with a HyperPort partner Account, accessible with a password of your choice.
2.2. While registration, you are obligated to provide your personal information, such as your name, photo, contact information directly or indirectly in accordance with HyperPort’s Privacy Policy. You agree that the details entered and maintained by you are accurate, complete and valid. HyperPort is not liable for false, incomplete, old or incorrect registration information provided by you. Your failure to enter or maintain accurate, complete, and valid information may result in your inability to access and use the Services. You are solely responsible for all activity that occurs under your HyperPort partner Account. HyperPort is entitled to verify the information that you have provided at all times and refuse the use of the Services without providing reasons and prior notice.
2.3. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services. HyperPort does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. HyperPort reserves the right to terminate the use of the Services should you be using the Service in an incompatible or unauthorised device or that the security of your UD Partner Account has been compromised in any way or for any reason we may find just.
2.4.1. you shall only access the Services using means explicitly authorized by HyperPort;
2.4.2. the Platform and Services provided will solely be used by you, for your personal use and will not be resold to any third party;
2.4.3. you will not authorise others to use your HyperPort partner Account;
2.4.4. you are only allowed to open a single HyperPort partner Account;
2.4.5. transferring of your HyperPort partner Account to any other person or legal entity is not permitted;
2.4.6. you cannot use an account that is subject to any rights of a person other than you without appropriate authorisation;
2.4.7. the Services cannot be used for unlawful purposes, including but not limited to
(i) violation of Applicable Law;
(ii) storing or sending any unlawful material;
(iii) sharing of sensitive personal information of others, without their consent
(iv) causing intentional harm, nuisance, inconvenience or annoyance;
(v) impairing or harming the proper operation of the Services;
(vi) exhibiting the tenor of impersonating another person; or
(vii) copying or distributing the Services without the permission of HyperPort;
2.4.8. your password or any identification credentials that HyperPort provides to you should be secure and confidential;
2.4.9. proof of identity or other documentations needs to be submitted immediately if requested by HyperPort;compliance with all the Applicable Law is a must while using the Services, “Applicable Law” means applicable India laws, rules, and regulations governing payments and all services provided hereunder, including: any and all foreign laws, treaties, rules, regulations, regulatory guidance, directives, policies, orders or determinations of (or agreements with), and mandatory written direction from (or agreements with) any regulatory authority, as each of the foregoing may be amended and in effect from time to time;
2.4.10. you shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. HyperPort reserves the right to bar any such activity;
2.4.11. you shall not attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform;
2.4.12. you shall not collect or harvest any personally identifiable information, including account names, from the Platform; and
2.4.13. you shall not engage in threatening, harassing, discriminatory (based on race, gender, age, disability, or any other protected classification) or any other behaviour that HyperPort deems inappropriate when using the Services.
3.1. The services provided by HyperPort (“Services”) are meant to connect the demanders of transportation and/or logistic services (including but not limited to small businesses, commercial customers and individual customers, collectively “Users”) and HyperPort partners who provide transportation and/or logistic services (“Shipment Delivery”) through the Platform. You acknowledge and agree that HyperPort only provides you and Users with neutral, independent third-party information matching services. The Shipment Delivery provided by HyperPort partners shall not be deemed to be provided by HyperPort. HyperPort is not responsible for the acts and/or omissions of any UD Partners, and any liability in relation to the Shipment Delivery shall be borne by UD Partners.
3.2. You affirm that your relationship with HyperPort is independent, not employer and employee relationship. Additionally, no joint venture, partnership, employment, or agency relationship exists between HyperPort partners and HyperPort as a result of this Terms or use of the Platform. Even if a HyperPort partner chooses on their own to wear a uniform or use HyperPort signage, sticker or identification badge, UD Partner agrees that such a decision is of its own accord, is not required by HyperPort and HyperPort partner acknowledges that use of any signage, sticker or identification badge does not lead to an inference of being an employee.
4.1. You, as the HyperPort partner, hereby irrevocably makes the following warranties and representations:
4.1.1. After obtaining the information of Users and shipments, HyperPort partner shall verify such information by itself. HyperPort partner shall make the decision whether to accept and provide the Shipment Delivery at its own discretion after properly verifying the information obtained;
4.1.2. HyperPort partner understands and agrees that it is responsible for complying with all delivery schedules established between it and User. HyperPort partner shall make all reasonable efforts to deliver the shipment according to the respective delivery schedules established with User;
4.1.3. You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the Shipment Delivery provided by you;
4.1.4. You shall be responsible for the contents of all shipments and all damage or loss to shipments upon taking delivery. HyperPort partner shall take all reasonable precautions to prevent unauthorized persons from having access to the shipment and shall also take all reasonable precautions against loss of or damage to the shipment, in case of theft, goods damaged, you should immediately bring it to the notice of customer care and User;
4.1.5. You shall, at all times while you are providing Shipment Delivery, hold a valid driver’s licence and all other required licences, permits, registrations, approvals and/or authorities required to provide Shipment Delivery within the jurisdiction in which you have been registered by HyperPort to provide Shipment Delivery. In order for HyperPort to comply with any obligations applicable to it, you will, upon request by HyperPort, provide copies in the form required by us of all required licences, permits, registrations, approvals and/or authorities as requested from time to time;
4.1.6. Aside from the Platform, you shall be responsible for providing all of the equipment necessary to perform the Shipment Delivery. You shall hold title or otherwise has sufficient rights in the equipment you will use to provide Shipment Delivery. HyperPort partner is solely responsible for maintaining all such equipment and ensuring such equipment complies with all legal, safety and quality standards. Except as otherwise required by Applicable Laws, HyperPort partner assumes all risk of damage or loss to its equipment;
4.1.7. With the exception of walker service, you shall not use a vehicle other than your registered vehicle to provide Shipment Delivery to Users which must at all times meet all applicable vehicle standards as updated from time to time, including possessing the relevant roadworthiness certification in your jurisdiction. You shall use vehicles in good operating condition and compliant with all Applicable Laws. You shall keep records of all vehicle registrations and inspections and shall provide the latest version of such records upon request.
4.1.8. You shall at all times comply, at your expense, with your legal obligations in respect of insurance (including but not limited to compulsory third party motor vehicle insurance for any vehicle used to provide Shipment Delivery (if applicable)) and maintain, at your expense, such other policies as someone providing Shipment Delivery would prudently maintain as well as any other minimum insurance cover which HyperPort requests you hold including but not limited to a valid third party motor vehicle insurance policy with provisions to cover commercial usage of the vehicle, and a general liability insurance policy at levels which satisfy.
4.1.9. the minimum requirements that apply to the operation of goods delivery vehicles on public roads in the jurisdiction in which you are registered to provide Shipment Delivery;
4.1.10. the provision of Shipment Delivery and any other services contemplated by these Terms; and
4.1.11. any other minimum standards imposed by HyperPort (as notified by HyperPort from time to time).
4.1.12. In order for HyperPort to confirm your ongoing compliance with these requirements, you will, upon request by HyperPort, provide copies of any relevant insurance policies and insurance certificates of currency and or other equivalent proof of insurance. If, at any time, you cease to hold a required insurance policy, you must immediately notify HyperPort of this change in your circumstances and cease providing Shipment Delivery.
4.1.13. You shall obey all Applicable Laws related to Shipment Delivery and will be solely responsible for any violations of such Applicable Laws. You shall not accept any requests where the nature of delivery is solely the movement of passengers.
4.1.14. HyperPort partners shall have sole responsibility to familiarize themselves with HyperPort Delivery Guidelines as amended from time to time. Unless otherwise set out in the HyperPort Community Guidelines and this Terms, any conducts against HyperPort Delivery Guidelines will constitute a breach of this Terms, giving HyperPort the right to temporarily lock or permanently deactivate your HyperPort partner Account.
4.2. HyperPort partner acknowledges that during the course of its work, it may gain knowledge of third parties’ and/or User’s confidential, proprietary, trade secret, protected health, and/or personally identifiable information (“Confidential Information”). This information includes, but is not limited to, information about User, User’s business and the contents of shipments, User’s address, User’s contact information, delivery address, payment information, payment methods, credit card information, financial accounts, demographic information, business address, information regarding User’s partners, associates, customers, and similar information regarding the delivery recipient. UD Partner agrees that it will maintain the confidentiality of all such Confidential Information and not disclose it to any other person, except as required to carry out Shipment Delivery or as required by law. Unauthorized disclosure of such Confidential Information will constitute a material breach of this Terms, giving HyperPort the right to temporarily lock or permanently deactivate your HyperPort partner Account.
4.3. If HyperPort partner fails to comply with any of the above warranties and representations, HyperPort shall have the right to immediately temporarily lock or permanently deactivate your HyperPort partner Account. HyperPort partner shall bear all damages or losses arising therefrom. HyperPort partner shall also compensate for all losses suffered by HyperPort, its affiliates, its partners and/or any other third party due to HyperPort partner’s failure to comply with the above warranties and representations.
5.1. While using the software provided by HyperPort (“Software”) you agree that:
5.1.1. you are not permitted to rent, lease, sublicense, distribute or transfer copies of the Software or the license for the use of the Software to any third parties;
5.1.2. you shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform;
5.1.3. you shall not modify, adapt, reverse engineer, decompile, disassemble, translate the
Software or create derivative works based on the Software;
5.1.4. you shall not interrupt the normal operation of the Software, or use any methods to export or modify the source code of the Software;
5.1.5. you shall not upload or send out any kinds of computer viruses, worms, trojans, or malicious codes;
5.1.6. you shall not install and/or execute the Software on any device other than the mobile device running the operating systems approved by HyperPort; and
5.1.7. other than the license to use the Software granted hereof, no other license or right is hereby granted to you and the ownership of the Software and all other rights are hereby expressly reserved by HyperPort and its suppliers.
6.1. HyperPort partner acknowledges that Users – not HyperPort – are responsible for paying all charges and fees associated with the shipment. Once the User and the UD Partner have verified that the shipments are completed, the User’s payment account will be charged. HyperPort reserves the right to change its prices charged at any time, at its discretion. HyperPort partner acknowledges and agrees that any payment received by HyperPort is due to the information service provided by the Platform.
6.2. HyperPort retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the terms in this Terms. In such an event, you shall not hold HyperPort liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.
6.3. HyperPort shall administer payments to you and from you through a wallet system. Your HyperPort partner wallet balance can be withdrawn by you to your designated bank account. All payouts would be done twice a week. Please ensure you are well aware of the cashout days. HyperPort reserves the right to make relevant deductions from your wallet balance based on our Terms, HyperPort Community Guidelines, as authorised by you or as notified to you via our Platform.
6.4. Security deposits secures HyperPort partners’ rights. Please refer to our Security Deposit Policy Here HyperPort partner shall have sole responsibility to familiarize themselves with Security Deposit Policy before paying the security deposit. Please ensure you keep some minimum amount in your wallet to ensure that the wallet balance is no negative. Negative wallet balance would not allow you to match your orders and would directly impact your earnings.
6.5.1. Fares:
6.5.2. Fees and other charges
6.5.3. HyperPort initiatives
7.1. HyperPort partner acknowledges that HyperPort partner is responsible for all shipments and all Shipment Delivery while transporting shipments. HyperPort partner agrees HyperPort has no control or responsibility over shipments or Shipment Delivery and only has control or responsibility for the functioning of the Platform. HyperPort partner agrees that HyperPort will not be responsible or liable for any actions, wrongdoing, losses or damages suffered by the HyperPort partner, except if such action is willful breach of this Terms or gross negligence.
7.2. HyperPort partner agrees to defend, indemnify and hold harmless HyperPort, as well as its past and present successors, assigns, affiliates, officers, owners, employees, and agents (“HyperPort Indemnitee”) from any and all losses, actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, claims for payment, deficiencies, fines, judgments, settlements, liabilities, costs, and expenses (including reasonable attorneys’ fees, costs, penalties, interest, and disbursements) arising from or incurred in connection with claims asserted by a third party against a HyperPort Indemnitee arising directly or indirectly from, or as a result of or in connection with, UD Partner’s
(i) breach of this Terms;
(ii) conduct with respect to the Platform, Services, and/or Shipment Delivery;
(iii) violation or alleged violation of any law or the rights of any third party, including, without limitation, other HyperPort partners, Users, drivers, employees, subcontractors, assigns, and pedestrians;
(iv) disclosure of “Confidential Information”;
(v) ownership, use or operation of any vehicle used in the Shipment Delivery;
(vi) failure to have proper insurance, licenses, permits or authorizations;
(vii) any damages or losses as a result of HyperPort partner’s work and/or conduct, and/or UD Partner’s work with third parties and/or Users, including, but not limited to, damages to shipments;
(viii) wrongdoing, violation of policy, violation of law or other misconduct and
(ix) failure or alleged failure to pay all required taxes, withholding, insurance contributions or premiums. Under HyperPort partner’s duty to defend, HyperPort shall be entitled to use its own counsel.
7.3. HyperPort partner agrees to perform Shipment Delivery in compliance with all Applicable Laws and shall defend, indemnify and hold harmless HyperPort for any violation or alleged violation by HyperPort partner of any such laws. HyperPort reserves the right to lock-out, suspend or terminate access to the Platform for a HyperPort partner for any violations of this Terms or any other conduct deemed inappropriate by HyperPort. In the unlikely event HyperPort partner’s status as an independent contractor is challenged and UD Partner is determined by a court, agency or arbitrator not to be an independent contractor, HyperPort partner agrees to defend, indemnify and hold harmless HyperPort from all costs, penalties, back taxes, damages and attorney’s fees associated with such a determination. Under HyperPort partner’s duty to defend, HyperPort shall be entitled to use its own counsel.
7.4. HyperPort partner further agrees and acknowledges that it will not and cannot hold HyperPort liable for any issues beyond HyperPort’s direct control, including any acts of god, loss of power, disruption of power, shutdown or technical difficulties with the Platform, system maintenance, failure of other cellular reception, failure of other service providers, cancelation of services by other third-parties, pandemic, epidemics, outbreaks, the COVID 19 pandemic, strikes, labor disputes, civil disturbances, hostilities, war, natural disasters, flood, fire, sabotage, accident, loss or destruction of property, intervention by governmental entities, change in laws, regulations or orders, or other events or circumstances or causes beyond HyperPort’s direct control.
8.1. The Services are provided “as is” and “as available.” HyperPort makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Services or any Services requested through the use of the Services, or that the Services will be uninterrupted or error-free.
8.2. HyperPort does not guarantee the quality, suitability, safety or ability of third party providers. You agree that the entire risk arising out of your use of the Services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under Applicable Law.
8.3. HyperPort does not control, manage or direct any third party providers. Third party providers are not actual agents, apparent agents, ostensible agents, or employees of HyperPort.
8.4. HyperPort does not control, endorse or take responsibility for any UD Partner Content or third party content available on or linked to by the Services. HyperPort cannot and does not represent or warrant that the services or servers are free of viruses or other harmful components.
9.1. HyperPort alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Platform and the Services. These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Platform and the Services, or any intellectual property rights owned by HyperPort. Company names, logos, and the product names associated with the Platform and the Services are trademarks and/or intellectual property of HyperPort or third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform and the Services.
9.2. By providing content, information or materials (“HyperPort partner Content”) to HyperPort, you grant HyperPort a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such HyperPort partner Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
9.3. You acknowledge that HyperPort only acts as a passive channel for the distribution of the HyperPort partner Content and is not responsible or liable to you or to any third party for the content or accuracy of the HyperPort partner Content. HyperPort shall not be continuously monitoring HyperPort partner Content published by you, nor shall HyperPort be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the HyperPort partner Content do not necessarily represent those of HyperPort.
9.4. Any use by you of the HyperPort partner Content is entirely at your own risk. You represent and warrant that any HyperPort partner Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph.
9.5. You agree to indemnify and keep HyperPort, its affiliates and licensors indemnified against all costs, expenses, damages, losses and liabilities incurred or suffered by HyperPort or its affiliated companies related to any HyperPort partner Content posted or transmitted by you or your other use of the website, the Service or the Platform.
9.6. HyperPort reserves the right at its sole discretion to block or remove (in whole or in part) any HyperPort partner Content posted or transmitted by you and which HyperPort believes is not in accordance with these Terms (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to us.
9.7. HyperPort respects your rights to your ideas, please do not submit any confidential ideas, information, or suggestions in any form to HyperPort or any of its affiliates. For any ideas, information, or suggestions you do submit, regardless of what your communication regarding your submissions says, you understand that your submissions are voluntary and the following terms shall apply to your submissions: (i) your submissions and their contents will automatically become the property of HyperPort, without any compensation to you;
(ii) HyperPort has no obligation to review your submissions;
(iii) HyperPort may implement and distribute any portion of your submissions and their contents for any purpose in any way, without any compensation to you; and
(iv) HyperPort has no obligation to keep your submissions confidential.
9.8. You may use information on the Platform purposely made available by HyperPort for downloading from the Platform, provided that you:
9.8.1. do not remove any proprietary notice language in all copies of such documents and make no modifications to the information;
9.8.2. use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media; and
9.8.3. do not make any additional representations or warranties relating to such information.
10.1. Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of India. Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or invalidity thereof, shall be settled by mediation, arbitration or courts of India as HyperPort deems appropriate.
10.2. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by HyperPort without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms binds and inures to the benefit of each party and the party’s successors and permitted assigns.
10.3. Captions appearing in this Terms are for convenience only and do not in any way limit, amplify, modify or otherwise affect the terms and provisions of this Terms.
10.4. In case of any discrepancy between the English version and any regional language version, the English version prevails.
10.5. By creating a HyperPort partner Account, you electronically agree to accept and receive communications from HyperPort including via email, text message, calls, and push notifications to the mobile device or cellphone number you provide to HyperPort. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of HyperPort, its affiliated companies and/or third- party contractors, including but not limited to communications concerning orders accepted through your registration with respect to the Services. You may opt-out by changing your notification preferences. Please note that opting out may impact your use of the Services.
10.6. For the mutual benefit of both HyperPort and all HyperPort partners including you, from time to time, HyperPort on your behalf may offer promotions to some or all Users that may have the effect of Users paying you a lower amount than would otherwise have been the case, and where a promotion applies, you agree to provide Shipment Delivery to the Users at the lower amount. Where a promotion applies and where applicable HyperPort will reduce the value of its fees by an amount equal to the value of the promotions.
10.7. While using or accessing the Platform, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Platform. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. HyperPort and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. HyperPort has no responsibility or liability arising from any agreements between you and such third party providers.
10.8. Any provision of this Terms which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction and the application to such facts and circumstances, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or the application thereof to other facts and circumstances, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
10.9. The failure of HyperPort or HyperPort partner in any instance to insist upon a strict performance of the terms of this Terms or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
10.10. HyperPort also may stop providing the Services at any time, or create limits on use of the Services, whether specifically to HyperPort partner or generally. Termination will not limit any of HyperPort’s other rights or remedies. The provisions of this Terms shall survive any termination of services. Nothing in this provision provides HyperPort the right to terminate HyperPort partner’s ability to contact Users on its own and to provide Shipment Deliveries to Users, only the right to terminate HyperPort partner’s use of the Platform.
