This Reseller Agreement contains
the complete conditions and terms that apply to an entity or
individual's participation in the Health and Yoga Reseller Program (the
"Program"). As used in this Agreement, "Health and Yoga/our/we/us/"
means the owner(s) of HealthandYoga.com and "The Vendor" means the
Yoga shall be a non-exclusive reseller of the Vendor's products. The Vendor
shall make available the products to Health and Yoga at The Vendor wholesale
price specified against each Product in the sign up form. Prices are in
Use of Intellectual Property.
In its marketing efforts, Health and Yoga shall utilize trademarks
and copyrights owned or licensed by The Vendor. While the Intellectual
Property, or the format thereof, may change from time to time, The
Vendor will give Health and Yoga two (2) months to utilize any remaining
marketing or promotional materials before requiring the alteration.
and Marketing Responsibilities. The Vendor will provide Health
and Yoga with a copy of publications or other advertisements concerning
The Vendor software products which The Vendor reasonably believes
would be useful to marketing The Vendor products.
Order Fulfilment and Payment. Health and Yoga and The Vendor agree
to the following process, terms, and schedule with respect to the
fulfilment of Health and Yoga customer orders and payment to The Vendor.
alert with order details are sent by email from Health and Yoga
to The Vendor. The Vendor will provide a specific email address
for this purpose. Order details, self generated packing slip,
and address label are published to the The Vendor interface.
This interface is provided by Health and Yoga.
order alert receipt, The Vendor logs into the interface and
creates the packing slip and address label. The shipment is
sent directly from The Vendor to the customer.
Vendor sends Health and Yoga confirmation of the shipment, including
the actual shipping costs.
receipt of the confirmation, Health and Yoga will pay The Vendor
the wholesale price plus the actual shipping costs to the The Vendor
While the above payment terms are acceptable, the schedule may
be altered to a fortnightly or monthly basis for administrative
convenience, if acceptable to both parties explicitly agreed.
The Vendor will accept product returned by Health and Yoga's customers
according to The Vendor return policy in effect at the time of the
return. The return policy will be mentioned by the Vendor at the time
of sign up on the form .
& Promotion. The Vendor will provide Health and Yoga with
a copy of publications or other advertisements concerning The Vendor
products in electronic and printed formats as requested by Health
and Yoga. Health and Yoga may utilize these promotional materials
to advertise The Vendor products or may create its own promotional
materials, which shall be approved by The Vendor, prior to any publication
or distribution. Upon receipt of draft promotional materials, The
Vendor will provide Health and Yoga with approval or required alterations
within a reasonable period of time, not to exceed seven (7) days.
Any altered materials shall be resubmitted to The Vendor pursuant
to the same schedule. Failure by The Vendor to respond within the
time required shall be deemed refusal of the materials.
Support. The Vendor shall provide support to end users of the
Secrets. In an effort to comply with the rights, obligations and
terms of this Agreement, both The Vendor and Health and Yoga acknowledge
that the other has worked hard and will, over the course of this Agreement,
continue to work hard to create Trade Secrets, including, but not
limited to, confidential information. Any knowledge of such information
by the parties shall not be utilized at any time without the prior
written authorization of the owner of that information, nor shall
such information be disclosed to any other individuals or entities
except as detailed herein. On the Termination Date of this Agreement,
each party shall return all such information as well as any and all
copies of such information reproduced in any form, now known or hereafter
developed, to the owner of that information. The parties' obligation
to maintain the secrecy of Trade Secrets shall continue after the
Each party shall designate information as a Trade Secret by
(a) oral identification of its confidential nature at its initial
communication with written confirmation within fifteen (15)
days; or (b) identification by "Confidential" stamped
on the documents or written information.
party agrees to disseminate Trade Secrets only to those directors,
officers, employees, independent contractors, agents, affiliates,
or associates whose assistance is essential for a completion
of the obligations detailed by this Agreement, and who also
agree to hold the information confidential or secret. No information
will be disseminated to any other third party, except as noted
in this Agreement, or by the prior written authorization of
the owner of the information.
Liability / Limited Warranty. The Vendor warrants to Health and
Yoga that, to the best of its knowledge and information, it holds
all rights, title and interest in and to The Vendor products and any
and all other underlying codes or other Intellectual Property contained
within The Vendor products. Health and Yoga warrants that it is a
valid business entity in good standing and complies with all relevant
Local, National & International laws, rules and ordinances so
as to remain so Health and Yoga assumes no responsibility for any
unforeseen claims by a customer relating to the product. . The Vendor
shall, while the warranty is in effect, employ prompt, commercially
reasonable efforts to cure or correct substantial errors or defects
in the product. The cumulative liability of The Vendor to Health and
Yoga for all claims whatsoever related to the product arising out
of this Agreement, including any cause of action sounding in contract,
tort or strict liability shall not exceed the net proceeds received
by The Vendor from Health and Yoga pursuant to this Agreement.
Each party (the "Indemnifying Party") will indemnify the
other (the "Indemnified Party") against, and save the other
harmless from, any liability, damage, cost, or expense, including,
but not limited to, solicitor/attorney fees and costs, arising from
or related to any injury to the other's person or property, or any
loss, expense, or damage incurred by any employee, agent, or invitee
of each, or any claim therefore, if such injury, loss, expense, or
damage results from a breach by the Indemnifying Party of its obligations
under this Agreement or by any negligent, or illegal act or wilful
misconduct of the Indemnifying Party.
- Product Legality: The
vendor guarantees that he has full regulatory approval in
manufacturing, promoting and selling the product as presented on the
HealthAndYoga.com website. The product and/or claims related to it
is in full conformance to all the required laws of the country(s)
where the vendor procures/ manufactures and intends to sell his
The Vendor indemnifies Health and Yoga against any unforeseen claims
by a customer or any entity relating to product suitability or
legality, facts presented by the vendor related to the product or
injury caused by the product. Health and Yoga will not accept
responsibility for the product or its presentation on the
HealthandYoga.com website in ANY manner. Health and Yoga's
responsibility to the customer remains limited to the loss incurred
related to fulfillment of the order.
Majeure. Neither of the parties hereto shall be liable for damages
for any delay or default in performance during the term hereof if
such delay or default is caused by conditions beyond its control,
including, but not limited to, acts of God, Government restrictions,
continuing domestic or international problems such as wars or insurrections,
strikes, fires, floods, work stoppages and embargoes; provided, however,
that either party shall have the right to terminate this Agreement
upon thirty (30) days prior written Notice.
This Agreement shall automatically renew on a yearly basis, beginning
one year from the date of the signing of this Agreement. Notwithstanding
the foregoing, this Agreement shall terminate immediately, with or
without written notification by The Vendor, upon any of the following
bankruptcy or insolvency of The Vendor or Health and Yoga.
violation of any part of this Agreement including, but not limited
to, the paragraph entitled TRADE SECRETS herein.
Vendor or its successor in interest can terminate this Agreement
upon notice to Health and Yoga of a sale of a majority interest
of the stock of The Vendor or Health and Yoga or a sale of more
than fifty percent (50%) of the assets of The Vendor or Health
party may terminate this Agreement unilaterally by providing
thirty (30) days written notice of termination to the other.
Health and Yoga may at no time sell or transfer the rights contained
Disputes arising hereunder shall be resolved by reference to an independent
third-party arbitrator of applicable international standing under
provisions provided by the law of India. This provision shall survive
the termination of the contract and shall apply to any disputes including
termination, modification, or discontinuance of the contract.
This Agreement reflects all the agreements, understandings, representations,
conditions and warranties by and between the parties. Neither party
shall be liable for any representation made unless it is expressly
set forth in this Agreement and this Agreement may not be modified
or amended except in writing signed by both of the parties(or by email
acceptance of both parties). All notices provided hereunder might
be addressed to the persons signing this Agreement at the addressees
specified above, unless written notice of change of address is provided.
Any modification in any aspect of the agreement may be communicated
by any party and deemed to be effective on return email acceptance
by the other party.
Vendor agrees that this Agreement is a confidential document, the
contents of which shall not be directly or indirectly disclosed.
If any provision of this Agreement is deemed by a court of competent
jurisdiction to be unenforceable or contrary to any applicable law
or regulation, such provision shall be considered deleted and the
remainder of this Agreement shall continue in full force and effect.
Indian law shall govern this agreement.