The terms and conditions of this Agreement ("Agreement") governs the use of the services that are made available by ISWHWARIKA, a company through its ecommerce app and website DOCBOON incorporated under the provisions of the Companies Act, 2013, having its Corporate office at Ishwar Hospital, Spatu Road, Miri Piri Chowk, Ambala City – 134003 (Haryana), India (hereinafter referred to as "DOCBOON") who is the author and publisher of the internet resource www.DOCBOON.com ("Website") on the world wide web as well as other connected software and applications provided by DOCBOON. This Agreement represents the whole agreement and understanding between DOCBOON and the individual, entity or establishment who subscribes to our Service (hereinafter referred to as "Subscriber" or "Seller").

The Seller agrees that this arrangement of displaying their products and services for sale by DOCBOON on their Website shall be referred to as the DOCBOON Affiliates Program (the "Program")

DOCBOON and the Seller Partner shall be referred to collectively as the “Parties” and individually as "Party"

1. Nature and Applicability of this Agreement

This Agreement constitutes a legally binding contract between the Parties in connection with the Seller’s use of the Website/Mobile Application

• This Agreement defines the terms and conditions under which the Seller is allowed to use the Website/Mobile Application and describes the manner in which DOCBOON shall treat the Seller’s account while they are registered as a Seller with DOCBOON. If the Seller has any questions about any part of the Agreement, it may contact DOCBOON at sellers@DOCBOON.com
• The Seller agrees not to, in any manner, misrepresent or embellish the relationship between DOCBOON , or express or imply any relationship or affiliation between DOCBOON or any other person or entity except as expressly permitted by this Agreement.
• The Seller hereby agrees to display and market their products and services for the prospective/potential customers through the Website/Mobile Application.

2. Enrolment in the Program

• The Seller hereby agrees to complete the Registration/Signup form as provided by DOCBOON for the Program
• Enrolment in this program shall be at sole discretion of DOCBOON.
• The Seller undertakes to provide all such information in respect of the Products & Services, including MRP and suggested selling price which shall be published or posted on the Website/Mobile Application, as and when required by DOCBOON.
• It is also fully agreed by the Seller that if at any future date the Website/Mobile Application is found to be unsuitable for the Program, then DOCBOON shall have sole and exclusive right to terminate this Agreement with immediate effect.
• The Seller undertakes to have read, understood and accepted the contents of DOCBOON’s terms and conditions, as detailed on the Website /Mobile Application, which shall form a part and parcel of this Agreement, wherever applicable and binding upon the Seller.
• The Seller hereby agrees that the transaction shall commence from the time of receipt of the order made by the prospective/potential customer through the Website/Mobile Application in respect of the Product and/ or Service and shall be completed upon the successful delivery of the Product and/or Service to the prospective/potential customer.
• The Seller also acknowledges that as a participant in the Program, DOCBOON may from time to time send emails or SMS updates about the Program to Seller Partner and that they agree to receive such emails and SMS update whenever an order is placed.
• DOCBOON undertakes to use its best possible efforts to vigorously promote the sale of Seller’s Products & Services in line with the sales and marketing policy from time to time.

3. Order Processing

• It is agreed by the Seller Partner that DOCBOON shall process the orders placed by potential/prospective customers on the Website/Mobile Application.
• The Seller agrees that DOCBOON shall forward a customer order to Seller Partner via DOCBOON’s platform.
• The Seller agrees that the Seller will raise an invoice on the potential/prospective customers in the standard format provided by DOCBOON.
• The Seller Partner agrees that DOCBOON shall prepare the order forms, process payments, cancellations and returns, and handle first level customer service calls during the Term (defined hereunder).
• DOCBOON shall also reserve the right to reject/disapprove products that do not comply with the quality standards as specified by the Seller Partner beforehand. In an event an order is rejected or disapproved, full reimbursement of the rejected/ disapproved Product and/or Service shall be made by the Seller to the potential/ prospective customer in case the payment of the order is made in advance by the potential/ prospective customer/ DOCBOON to the Seller before delivery.
• The Seller agrees that shipment and any other extra charges for the rejected/ disapproved order shall be borne by the Seller including charges for any other requirements that DOCBOON may periodically establish.

4. Product Warranties

• The Seller shall provide the Minimum Warranty of twelve (12) months (for each Product & Service) as specified by the Seller under the affiliated agreement or as specified for individual Product and/ or Service. If any damage occurs within this period to the Product and/ or Service, then Seller shall be liable for bearing the cost of damage/replacement of the same, if any.
• The Seller agrees to be solely responsible and liable for the quality, condition, packaging, quantity, etc. of the Product and/or Service.

5. Packing & Delivery

• The Seller hereby agrees to do the packaging as per the packaging guideline entered by seller during product entry in the portal. Packaging is the sole responsibility of the seller.
• The Seller will inform DOCBOON about the readiness of the order and will update the required information in the website.
• DOCBOON agrees to bear the cost of delivering the Products and/or Services to the customer including the cost of freight, tax or charges, if any. It is the responsibility of the Seller to enter correct packaging details of the product for correct calculations of freight charges. Any variation in the freight due to variation in packaging dimensions / weight of consignment will be borne by Seller.
• The Seller hereby agrees that the specified time for the delivery of the Product and/or Service shall be agreed upon by Seller Partner as specified in this Agreement. The Seller Partner shall be able to deliver Products and/or Services within an agreed timeline from the time of the order processed by DOCBOON. However, in an event there is a delay in delivery, the same shall be notified by Seller to DOCBOON, immediately and no later than 24 (twenty four) hours.
• The Seller agrees to update regularly the availability of the Product and/or Service which are displayed on the Website/Mobile Application and shall ship the Product and/or Service ordered by DOCBOON within the specified time.
• The Seller agrees that in the event the Seller fails to execute the order within the timeline, then DOCBOON shall be entitled to cancel the order. In such an event, the Seller shall be liable to pay a penalty to DOCBOON equivalent to 30% (Thirty Percent) of the total value of the Product and/or Service.

6. Commission & Payment Terms

• The Seller Partner agrees to pay a commission of minimum 10% (Ten percent) or as agreed mutually towards the sale of Products and/or Services through DOCBOON’s Website. Taxes as applicable will be charged extra.
• Potential/ prospective customer will make payment directly to DOCBOON’s account. DOCBOON will deduct its commission and remit the balance amount to the Seller’s bank account. This commission will be cleared on monthly basis only after successful completion of delivery to the buyer/ potential customer.
• DOCBOON will execute payment to Seller within 15 days of the receipt of the product/order by potential/ prospective customer.

7. Indemnification

• The Seller shall indemnify and keep indemnified DOCBOON (its directors, officers, shareholders, employees and agents) (collectively the “Indemnified Persons”), from and against all and any loses, damages, liabilities, costs, expenses, claims and charges incurred as a result of: (a) the Seller’s misrepresentation/ act/ omission/ commission; (b) any breach of the terms and conditions of this Agreement by the Seller; and/or (c) any breach of any applicable laws, by-laws, regulations and guidelines by the Seller. DOCBOON shall not be liable, in any manner whatsoever, for any false or unlawful commitments made by the Seller to any prospective or potential customer(s) in respect of the sale of the Products and/ or Services by the Seller through the Website/Mobile Application. The obligations under this clause shall survive the termination of this Agreement.

8. Representations And Warranties

The Seller hereby make the following representations and warranties to DOCBOON:

• to have all necessary statutory and regulatory permissions, approvals and permits for the running and operation of the Seller’s establishments and for the conduct of the Seller business operations, more particularly as provided in this Agreement;
• to fulfil the Seller’s respective obligations under this Agreement only in accordance with the terms and conditions of this Agreement and all applicable laws, by-laws, rules, regulations and notifications for time being in force;
• to be liable for the Seller’s own tax liabilities;
• The Seller undertakes that by executing this Agreement and by the performance of the Seller’s obligations under this Agreement, the Seller will not violate or conflict with, or exceed any limits imposed by:
  • (i) any law or regulation to which Seller may be subject to; or
  • (ii) any agreement, instrument or undertaking binding upon Seller.

9. Force Majeure

• If either of the Parties shall be considered in breach of this Agreement or in default of its obligations hereunder because of failure to perform or observe any or all of the terms of this Agreement resulting directly or indirectly from causes such as but not limited to, acts of God, Civil or military authority, acts of the public enemy, war, riots, civil disturbances, insurrections, accidents, explosions, fires, earthquakes, floods, transportation embargoes, epidemics, acts of government, its agencies or officers, or any other legitimate cause beyond the reasonable control of either of the Parties, then the time allowed for performance under this Agreement may be extended for the duration of such cause. However, if as a consequence of such cause, the performance by either of the Parties shall be prevented for a period longer than one (1) month, then this Agreement may be terminated forthwith by way of a written notice by either Party to the other.

10. Relationship of Parties

• It is hereby agreed that the Seller Partner is an independent supplier, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the Parties. The Seller Partner shall have no authority to make or accept any offers or representations on behalf of DOCBOON.

11. Term & Termination

• The term of this Agreement shall commence upon the acceptance of the Seller Partner’s Application Form in respect of the Program by DOCBOON, till terminated by either of the Parties in accordance with the terms and conditions of this Agreement (“Term”).
• Either of Parties may terminate this Agreement by giving a prior written notice of ninety (90) days to the other Party. However, it is agreed that any transaction or order being made during the ninety (90) days’ notice period shall be the responsibility of the Party performing such obligation.
• Upon termination of this Agreement for any reason whatsoever, the Seller shall immediately cease use of, and remove from the Seller Partner’s website, all links to the Website including the trademarks, trade name, and all of DOCBOON’s other materials as provided to Seller Partner by DOCBOON in pursuant hereto or in connection with the Program and the terms of this Agreement.

12. Intellectual Property

• The Seller hereby agrees that it shall remain the owner and the seller of the Products & Services, and DOCBOON shall remain the owner of the intangible rights including but not limited to the Intellectual Property Rights of the Website as contained in this Agreement.
• “Intellectual Property” shall mean any intellectual property including, without limitation, patents including patent applications, patents arising from such applications, and continuations of existing applications, or any intellectual property relating to patents, trademarks, trade name, copyrights, registered designs, rights of license, assignment, use, right of confidence in know-how, technical or commercial information generally and any other such rights or interests in the intellectual property whether or not protected under any law in force.
• All Intellectual Property Rights of the customer database, design and information on the Website, including the look and feel, on-line information filled in by the prospective/ potential customers and/ or the Seller shall vest solely and exclusively only with DOCBOON. Nothing in this Agreement shall be construed as a transfer or assignment of any of our Intellectual Property Rights to the Seller.
• Further, the Seller agrees and undertakes that the customer information transferred by DOCBOON to the Seller for fulfilment of an order shall be treated as confidential and the Seller will not directly approach the customer and/or send any promotional marketing material directly to the customer. Any such action will be regarded as breach of trust and will entitle DOCBOON to terminate this Agreement with immediate effect.
• At the time of termination or expiration of this Agreement, all the Property including materials, information, data, documents as provided to the Seller by DOCBOON, developed by the Seller under the terms of this Agreement shall be DOCBOON’s property.
• The obligations under this clause shall survive the termination of this Agreement.

13. Duties & Obligations

The Seller Partner undertakes to fulfil the following as per the terms of this Agreement:

• To not, in connection with this Agreement, display or refer any trademark/ trade name of any third party seller on the Website/Mobile Application.
• To ensure that any "Privacy Information" link or DOCBOON’s trademark or trade dress (either in device or text form) that DOCBOON uses in a special link, is not obscured or altered in any way or made invisible, illegible or indecipherable.
• To use any data, images, text, or other information obtained from DOCBOON or the Website/Mobile Application in connection with this Agreement ("Content") only in a lawful manner and in accordance with the terms and conditions of this Agreement.
• To not modify or alter any Content without DOCBOON’s prior written approval.
• To not sell, redistribute, sublicense or transfer any Content to any third party.
• To not use any Content in a manner intended to send sales to any website(s) other than the Website as defined herein.

14. Confidential Information

• The Seller agrees that “Confidential Information” shall mean and include but not be limited to DOCBOON’s technical or financial information or official secrets, information of our prospective or potential customer, software, employees or agents , ideas and know-how, the terms and conditions of this Agreement and any other information which is by nature deemed to be confidential.
• The Seller agrees not to divulge to any third person, unless authorized, or use for any purpose, other than those set out in this Agreement, any of the trade secrets or Confidential Information or any other information which the Seller acquires as a result of entering into this Agreement or otherwise.
• The obligations under this clause shall survive the termination of this Agreement.

15. Limitation of Liability

• It is hereby agreed that DOCBOON shall not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if DOCBOON has been advised of the possibility of such damages.

16. Governing Law and Dispute Resolution

• The Seller Partner agrees that this Agreement shall be governed by the laws of India with the courts at Ambala, India having exclusive jurisdiction in respect to the subject matter of this Agreement.
• Any dispute, claim or difference arising out of or in connection with this Agreement, which remains unresolved between the Parties for more than 15 (fifteen) days, shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, as amended. The arbitral tribunal shall consist of a sole arbitrator to be appointed by DOCBOON, whose award shall be final and binding. The seat of arbitration shall be at Ambala, India and the proceedings shall be held in English language only.
• The obligations under this clause shall survive the termination of this Agreement.

17. Miscellaneous

• It is hereby agreed by the Seller that the Seller has read this Agreement and agrees to all its terms and conditions as detailed herein. The Seller agrees that DOCBOON reserves the right to modify the terms and conditions of this Agreement or any part thereof in its sole discretion, without prior notice. The Seller’s continued participation in the Program subsequent to the modification shall constitute to be a binding acceptance of the amended agreement.
• The Seller agrees to act in good faith and fair dealing with DOCBOON, in carrying out the Seller’s respective obligations under this Agreement.
• The Seller shall not be entitled to assign this Agreement or any of its rights, powers, benefits, responsibilities, obligations and/or duties hereunder or any part thereof to any third person, either partially or wholly without DOCBOON’s prior written consent.
• This Agreement shall constitute the entire agreement and understanding between the Parties reached so far as to the subject matter contained herein.
• No failure by a Party to take any action with respect to a breach of or default under this Agreement by another Party shall constitute a waiver of the former Party’s right to (a) enforce any provision of this Agreement or (b) take action with respect to such breach or default or any subsequent breach or default.
• The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any person or in any circumstance or jurisdiction, is found to be invalid or unenforceable, then (a) a suitable and equitable provision shall be substituted for that invalid or unenforceable provision in order to carry out, so far as may be valid and enforceable, the intent and purpose of that invalid or unenforceable provision; and (b) the remainder of this Agreement, and the application of that invalid or unenforceable provision to other persons or in other circumstances or jurisdictions, shall not be affected by such invalidity or unenforceability.
• All notices required or permitted under this Agreement will be in writing and sent by either hand delivery or electronic mail or recognized courier or registered post, provided that if the notice is sent by electronic mail, a confirmation copy shall be sent by recognized courier or by registered post at the address of the receiving Party, unless the changed address is notified by either Party, in writing, to the other.