NOW, in consideration of the foregoing premises and the mutual covenants hereinafter set
forth and other valuable consideration, the Parties agree as follows:
Medishort.com=”Medishort online health kart ltd.”
Agent=”Courier partner of medishort.com”
1. License & Term.
Medishort.com hereby grants to seller and its successors, assigns, and licensees, a nonexclusive worldwide license to use, promote, sell and distribute the Work at retail price to end-buyers from the signing of this agreement.
Seller agrees to use its best efforts to promote the Work. Seller agrees that all promotion shall be dignified and in keeping with medishort.com’s reputation as a respected professional. Medishort.com’s consents to the use of Artist’s name, portrait, picture, photograph, and/or biography in such promotion, provided that medishort.com shall have the right to review any such promotion and seller shall change such
promotion if medishort.com objects on the ground that it is harmful to Artist’s reputation
4. e-Commerce Wholesale Commissions.
The price for each Work shall vary based on object, dimensions, medium, and market demand. Medishort.com shall determine the wholesale price for individual works.
5. Work Fulfillment and Payment to medishort.com.
Seller shall provide medishort.com a purchase order, (“PO”), through email, where seller shall work to fulfill all orders within two (6/7) business days, unless noted differently to seller prior to PO. Seller shall wire transfer medishort.com payment upon bank clearance of funds and after three (5) days accounting for the Return Policy.
6. Return Policy.
Medishort.com shall provide seller a Return Authorization Number (RAN) for each purchase order. The buyer shall have three (3) days for damage assessment and return Work to supplier on the forth (4) day for a full discount, where the buyer’s return shipment is to be tracked back to medishort.com by way of RAN. Medishort.com shall be responsible for all return and re-shipment costs for damaged Work. After three (3) days of buyer’s receipt of Work, buyer shall own the Work and shall not be eligible for a return policy.
7. Costs of Delivery.
End-buyers or resellers shall pay delivery expenses, including shipping and external packaging and are responsible for return shipping.
8. Loss, Theft, or Damage.
Seller shall bear the cost of insuring the Work against loss, theft or damage from the time of shipment from Seller to Buyer, and in such cases where Work is returned, from Buyer to Seller.
9. Sales Tax.
Seller shall provide medishort.com a GST Number for compliance with sales tax law. Seller shall work within the confines of the medishort.com’s state for sales tax compliance.
10. Representations and Warranties Medishort.com represents and warrants that:
10.1 Seller has full power to enter into this Agreement.
10.2 The Work is in no way a violation or infringement of any existing copyright or license.
10.3 Artist agrees to have reliable manufacturing partnerships, be able to meet a consistent product demand from online sales and wholesale orders and reveal accurate production turn around at the outset of this Seller Agreement. All offline orders with various seller partners, may be a manufacture-on-demand and may deduct from existing online inventory.
10.4 Seller agrees to indemnify Agent against all judgments, liability, damages, penalties, losses and expense (including reasonable attorneys’ fees) which may be suffered or assumed by or obtained against Agent by reason of any breach or failure of any warranty or agreement herein made by Seller.
11.1 Applicable law; Severability.
This Agreement shall be construed and enforced in accordance with the laws of the State of Maharashtra and of the copyright laws of the India. If any provision is determined by any court of competent jurisdiction or arbitrator to be unenforceable to any extent, that provision shall, to the extent of such unenforceability, be severed, and the remaining provisions of this Agreement shall remain in effect.
11.2 Relationship of the Parties.
Seller shall be an independent contractor for purposes of this Agreement, and nothing in this Agreement shall be applied or construed as creating a partnership, joint venture, or Employer/Employee relationship. Accordingly, Seller is solely responsible for any and all income taxes, withholding, and deductions payable on monies received under this Agreement.
11.3 Adequate remedy at law, Dispute Resolution.
The Parties hereby agree that there shall be no remedy in equity, including without limitation injunctive relief, for any breach of this Agreement and the adequate remedy shall be a remedy at law.
Neither party hereto shall have the right to assign this Agreement without the prior written consent of the other party. Seller shall, however, have the right to assign monies due to him or her under the terms of this Agreement.
During the term of this Agreement if because of some illegal activities of seller medishort.com have legal right to cancel/terminate seller’s license.The termination of this Agreement by either Party, Seller shall make no attempt to circumvent Agent by making independent contact with any wholesale vendors or any other buyer introduced to Seller by Agent.
13. No Authority to Bind.
While Agent may act in the capacity of an agent for Seller, Agent shall have no authority whatsoever to bind Seller by representations, contract, or agreement of any kind, and Seller shall not hold Agent out to third parties as having such authority.
All disputes arising under this Agreement shall be submitted to binding arbitration in Pune, Maharashtra in accordance with the rules of the India Arbitration Association. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. Disputes in which the amount at issue is less than Rs.25000 shall not be subject to this arbitration provision.
15. Entire Agreement.
This Agreement constitutes the entire agreement between medishort.com and Seller concerning the subject matter hereto and supersedes any and all prior agreements or understandings, (whether written or oral). This Agreement shall be binding upon the parties hereto, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding between the parties. Its’ terms can be modified in future only by medishort.com. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof.