DROPSHIP AGREEMENT

Health and Yoga

and

The Vendor


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 Applicant.

Non-Exclusive Reseller Appointment

Health and 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 US dollars.

  1. 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.
  2. Promotional 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.
  3. 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.

    Order 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.
     
    Upon 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.
     
    The Vendor sends Health and Yoga confirmation of the shipment, including the actual shipping costs.
     
    Upon receipt of the confirmation, Health and Yoga will pay The Vendor the wholesale price plus the actual shipping costs to the The Vendor Paypal account.

    Payment: 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.

  4. Returns. 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 .
  5. Advertising & 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.
  6. Product Support. The Vendor shall provide support to end users of the products
  7. Trade 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 Termination Date.

    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.
     
    Each 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.

  8. Limited 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.
  9. Indemnification. 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.
  10. 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 product.
  11. Indemnification against product: 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.
  12. Force 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.
  13. Termination. 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 events:

    The bankruptcy or insolvency of The Vendor or Health and Yoga.
     
    The violation of any part of this Agreement including, but not limited to, the paragraph entitled TRADE SECRETS herein.
     
    The 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 and Yoga.
    Either 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 herein.
     

  14. Dispute Resolution. 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.
  15. Modification. 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.
  16. Confidentiality. The Vendor agrees that this Agreement is a confidential document, the contents of which shall not be directly or indirectly disclosed.
  17. Severability. 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.