1.1. This Vendor Agreement ("Agreement") is a legally binding contract
between you ("Vendor," "you," or "your") and [Your Company Name]
("Company," "First Dose," "we," "us," or "our"). It governs your use of
the First Dose App ("App"), a digital platform that facilitates the
connection between Vendors and Customers for the sourcing, verification,
and delivery of pharmaceutical products.
1.2. By registering as a Vendor and using the App, you acknowledge that
you have read, understood, and agreed to be bound by this Agreement. If
you do not agree with any provision of this Agreement, you must refrain
from using the App.
2. DEFINITIONS
2.1. App: The First Dose mobile application, owned and
operated by the Company, which serves as an intermediary platform
connecting Vendors and Customers for the ordering, prescription
verification, and delivery of pharmaceutical products.
2.2. Company: First Dose, the entity that operates the
App solely as an intermediary platform and is not involved in the
manufacture, storage, prescription verification, or delivery of
Products.
2.3. Confidential Information: Any non-public,
proprietary, or sensitive information disclosed by the Company to the
Vendor, including but not limited to business strategies, technical
data, customer data, pricing, and other information that is designated
as confidential or that should reasonably be understood as confidential
given the nature of the information and the circumstances of disclosure.
2.4. Customer: An individual who places an Order for
pharmaceutical or healthcare Products via the App.
2.5. Independent Contractor: The status of the Vendor,
which is expressly acknowledged as being separate from an
employer-employee relationship with the Company. The Vendor is solely
responsible for its own operations, taxes, benefits, and liabilities.
2.6. Order: A transaction initiated by a Customer
through the App to purchase pharmaceutical or healthcare Products.
2.7. Prescription: A valid and legally compliant
medical document issued by a certified healthcare professional, which is
required for the dispensing of prescription-only Products.
2.8. Products: Any pharmaceutical or healthcare items
offered for sale and delivery through the App, including prescription
medications and over-the-counter products, which are sourced and
delivered by the Vendor.
2.9. Vendor: A licensed pharmacy, chemist shop, or any
other entity authorized under applicable Indian laws to dispense and
deliver pharmaceutical products. The Vendor is solely responsible for
prescription verification, Product sourcing, storage, and delivery.
3. ELIGIBILITY AND LEGAL COMPLIANCE
3.1. Licensing and Authorization: You represent and
warrant that you hold all necessary licenses, registrations, and
approvals required under Indian law, including but not limited to the
Drugs and Cosmetics Act, 1940, and all other applicable statutes and
regulations.
3.2. Regulatory Compliance: You agree to strictly
comply with all applicable federal, state, and local laws, rules, and
regulations governing the sale, storage, prescription verification,
marketing, and delivery of pharmaceutical products.
4. VENDOR RESPONSIBILITIES
4.1. Prescription Verification and Compliance
4.1.1. Verification: You are solely responsible for
verifying the authenticity, validity, and legal compliance of every
prescription uploaded by a Customer prior to processing any Order.
4.1.2. Regulatory Adherence: No pharmaceutical
product shall be dispensed without a valid, unexpired prescription
from a certified medical practitioner. You must conduct prescription
verification in strict adherence to applicable Indian laws.
4.1.3. Record Keeping: You shall maintain accurate
records demonstrating that proper prescription verification
procedures were followed. In any dispute or regulatory inquiry, the
burden of proof for the validity of a prescription rests solely on
you.
4.2. Sourcing, Storage, and Quality Assurance
4.2.1. Sourcing: You are responsible for procuring
pharmaceutical products only from approved, legally compliant
suppliers. All Products must be authentic, safe, and meet all
quality standards as prescribed by law.
4.2.2. Storage: You must maintain secure and
compliant storage facilities for all Products. These facilities
shall adhere to the storage conditions mandated by the Drugs and
Cosmetics Act, 1940, and other relevant regulations. Any compromise
in product quality due to improper storage is solely your
responsibility.
4.3. Order Processing and Delivery
4.3.1. Order Acceptance: You shall receive and
process Orders placed by Customers through the App. Prior to
processing any Order, you must ensure that all regulatory checks,
including prescription verification, have been duly completed.
4.3.2. Delivery: You are solely responsible for
arranging, processing, and executing the delivery of Products to
Customers. Delivery may be conducted through your own logistics
network or via third-party courier services, at your discretion.
All responsibilities related to delivery—such as delays, damage,
tampering, or misdelivery—rest exclusively with you.
It is your duty to verify the accuracy of Customer-provided delivery
information. Any issues arising from incorrect or incomplete details
shall be solely your responsibility.
4.4. Customer Service and Post-Delivery Obligations
4.4.1. Customer Support: You must provide efficient
and responsive customer support to address any issues, complaints,
or disputes related to prescription verification, Product quality,
or delivery.
4.4.2. Dispute Resolution: Any claims or disputes
arising from the sale, quality, or delivery of Products shall be
managed solely between you and the Customer. The Company shall not
be involved in resolving such disputes.
5. INDEMNIFICATION AND LIMITATION OF LIABILITY
5.1. Vendor Indemnification: You agree to indemnify,
defend, and hold harmless the Company, its affiliates, directors,
officers, employees, and agents from and against any claims, damages,
fines, penalties, costs, or expenses (including reasonable attorney
fees) arising out of or related to:
Your breach of this Agreement;
Your failure to verify prescriptions or comply with applicable laws;
and
Any actions or omissions in the sourcing, storage, or delivery of
Products.
5.2. Limitation of Liability: Under no circumstances
shall the Company be liable for any indirect, incidental, consequential,
punitive, or special damages arising from or related to your use of the
App. Your sole and exclusive remedy for any claims shall be against you,
and not the Company.
6. DISCLAIMER
6.1. Intermediary Role: You expressly acknowledge that
the Company operates solely as an intermediary platform connecting
Vendors with Customers. The Company has no involvement in the actual
sale, storage, prescription verification, or delivery of Products.
6.2. No Verification or Endorsement: The Company does
not verify the legal compliance, authenticity, or quality of either the
Products or the prescriptions. You acknowledge and agree that all
operational responsibilities lie entirely with you.
7. TERMINATION
7.1. Termination Rights: The Company reserves the right
to suspend or terminate your access to the App, with or without notice,
if you violate any term of this Agreement or engage in any activity that
the Company deems harmful or illegal.
7.2. Post-Termination Obligations: Termination of your
access does not absolve you of any liability or obligations incurred
prior to the termination date.
8. GOVERNING LAW AND JURISDICTION
8.1. Governing Law: This Agreement shall be governed by
and construed in accordance with the laws of India, including all
applicable federal, state, and local laws and regulations.
8.2. Jurisdiction: Any disputes arising out of or
related to this Agreement shall be subject to the exclusive jurisdiction
of the courts located in Rajasthan, India.
9. AMENDMENTS AND ENTIRE AGREEMENT
9.1. Modifications: The Company reserves the right to
amend or modify this Agreement at any time. All changes will be posted
on the App and become effective immediately upon publication. It is your
responsibility to review the Agreement periodically.
9.2. Entire Agreement: This Agreement constitutes the
entire understanding between you and the Company regarding your use of
the App and supersedes all prior or contemporaneous communications,
whether oral, written, or electronic.
9.3. Severability: If any provision of this Agreement
is held invalid or unenforceable, the remaining provisions shall
continue in full force and effect.
10. ADDITIONAL PROVISIONS
10.1. Force Majeure
10.1.1. No Liability for Unforeseeable Events:
Neither party shall be liable for any failure or delay in
performance under this Agreement if such failure or delay is caused
by events beyond its reasonable control (including but not limited
to acts of God, war, terrorism, natural disasters, epidemics, labor
disputes, or governmental actions).
10.1.2. Notification and Mitigation: In the event
of a force majeure event, the affected party must promptly notify
the other in writing and use commercially reasonable efforts to
mitigate the effects. The duration of the force majeure shall be
determined by the period during which performance is actually
impeded.
10.2. Confidentiality and Non-Disclosure
10.2.1. Confidential Information: You may receive
confidential or proprietary information regarding the Company’s
operations, business strategies, technology, and Customer data
("Confidential Information").
10.2.2. Obligation: You agree to keep all
Confidential Information strictly confidential and not to disclose,
use, or reproduce it for any purpose other than to perform your
obligations under this Agreement, without the prior written consent
of the Company.
10.2.3. Survival: The confidentiality obligations
shall survive the termination or expiration of this Agreement
indefinitely. Upon termination, you shall return or destroy all
Confidential Information as directed by the Company.
10.3. Independent Contractor Status
10.3.1. Relationship: You acknowledge that you are
an independent contractor. Nothing in this Agreement shall be
construed as creating an employer-employee relationship,
partnership, or joint venture between you and the Company.
10.3.2. Authority: You have no authority to bind
the Company or incur any obligations on its behalf. All actions
undertaken by you are your sole responsibility.
10.3.3. Tax Obligations: You are solely responsible
for all taxes, insurance, and any other statutory obligations
arising from your status as an independent contractor.
10.4. Non-Waiver
10.4.1. Preservation of Rights:
A failure or delay by the Company in exercising any right under this
Agreement
shall not constitute a waiver of such right or any other right. A
waiver on one
occasion does not preclude any subsequent enforcement.
10.5. Notices
10.5.1. Written Communication:
Any notices or communications required under this Agreement must be
in writing
and will be deemed delivered when (i) personally delivered, (ii)
sent via a
nationally recognized overnight courier service, or (iii) sent by
certified or
registered mail (postage prepaid) and received after three (3) days.
10.5.2. Designated Addresses:
Notices shall be sent to the addresses provided by each party in
this Agreement, or
any updated addresses provided in writing.
10.6. Audit Rights
10.6.1. Right to Audit:
The Company reserves the right to conduct periodic audits of your
operations,
records, and compliance practices to ensure adherence to this
Agreement and
applicable laws.
10.6.2. Cooperation:
You agree to grant reasonable access and cooperate with the Company
during such audits. Failure to comply may be considered a material
breach of this Agreement.
10.7. Data Protection and Privacy
10.7.1. Compliance:
You must comply with all applicable data protection and privacy laws
governing
the collection, processing, storage, and transmission of any
personal data obtained
through the App.
10.7.2. Security Measures:
You shall implement and maintain adequate technical and
organizational measures
to protect such data from unauthorized access, loss, or damage.
10.7.3. Breach Notification:
In the event of a data breach affecting any personal data, you must
promptly notify
the Company in writing and cooperate with all investigations and
remedial
measures.
10.8. Indemnification for Third-Party Claims
10.8.1. Scope:
You shall indemnify, defend, and hold harmless the Company and its
affiliates,
directors, officers, employees, and agents from any and all claims,
liabilities, costs,
and expenses (including reasonable attorneys’ fees) arising out of
or relating to:
Your breach of this Agreement;
Your negligence or willful misconduct; and
Any third-party claims related to your actions in prescription
verification,
product sourcing, storage, or delivery.
10.8.2. Exclusions:
This indemnification does not apply to claims arising solely from
the Company's
gross negligence or willful misconduct.
10.9. Dispute Resolution and Arbitration
10.9.1. Mandatory Arbitration:
Any dispute or claim arising out of or relating to this Agreement
shall be resolved
by binding arbitration in accordance with the rules of a recognized
arbitration
institution in India. The arbitration shall be conducted in
[City/State, India] and in
the English language.
10.9.2. Finality:
The arbitrator’s award shall be final and binding on both parties.
Notwithstanding
the arbitration, the Company may seek injunctive relief in any court
of competent
jurisdiction for matters involving intellectual property or
confidential information.
10.10. Non-Solicitation
10.10.1. Restrictions:
During the term of this Agreement and for one (1) year following its
termination,
you agree not to directly or indirectly solicit, recruit, or employ
any employees,
consultants, or contractors of the Company without the prior written
consent of the
Company.
10.10.2. Breach:
Any breach of this non-solicitation clause shall be considered a
material breach of
this Agreement, subject to legal remedies available under applicable
law.
10.11. Compliance with Advertising and Promotional Guidelines
10.11.1. Regulatory Requirements:
You shall adhere to all applicable Indian laws and regulations
related to the
advertising, promotion, and marketing of pharmaceutical products,
including the
Drugs and Magic Remedies (Objectionable Advertisements) Act, 1954.
10.11.2. Prohibited Practices:
You must refrain from making any false, misleading, or
unsubstantiated claims
regarding the Products. Engaging in any such practices will
constitute a breach of
this Agreement.
10.12. Risk Acknowledgment and Assumption
10.12.1. Industry Risks:
You acknowledge that the pharmaceutical industry is subject to
extensive
regulatory oversight and inherent risks. You assume full
responsibility for all risks
related to compliance, product quality, prescription verification,
storage, and
delivery.
10.12.2. Hold Harmless:
You agree to hold the Company harmless from any financial, legal, or
reputational
harm arising from your failure to comply with applicable regulations
or from any
unforeseen events in your operations.
10.13. No Assignment
10.13.1. Restrictions:
You shall not assign or transfer any rights or obligations under
this Agreement, in
whole or in part, without the prior written consent of the Company.
Any
unauthorized assignment is null and void.
10.13.2. Binding Effect:
This Agreement shall be binding upon and inure to the benefit of the
parties and
their respective permitted successors and assigns.
By registering as a Vendor and using the First Dose App, you acknowledge that
you have read, understood, and agree to be bound by the above Terms and
Conditions, including all additional provisions. You further agree that any legal
action, claim, or dispute arising from the sale, storage, prescription verification,
or delivery of Products shall be exclusively your responsibility, and the Company
shall not be held liable in any manner.