Onboarding Form & Merchant Agreement

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I am the Authorized Signatory for the Venture / Practice.
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THIS CONFIDENTIALITY NON-DISCLOSURE AND NON CIRCUMVENTIONAGREEMENT (this “Agreement”) is made on today's date (the “Effective Date”), by and among *

Enter your company / practice / professional name

, having the registered office at *

Enter your official address

Preable *

, hereinafter to be referred as (“Member”), AND Exponential Healthcare Private Limited having an office at Healium Annexe, 1, Orchard Road Mall, Royal Palms, Aarey Colony, Goregaon East, Mumbai City, MH 400065 India which owns and operates Healium.io, 360° B2B Healthcare Platform for aggregating demand & supply of all kinds of inputs required to propagate health in any way, hereinafter referred to as “Healium”. In this Agreement, Member and Healium may be referred to individually as “Party” and may be referred to collectively as the “Parties.”

Context *

WHEREAS the Parties desire to enter into a business and commercial relationship (the “Purpose”); WHEREAS, as a part of such Purpose, the Parties each may gain access to certain of the other Party’s information which is of a confidential and/or proprietary nature, and which is valuable and appropriate to protect from unauthorized disclosure or use; and WHEREAS, to protect the confidentiality and proprietary nature of such information, the Parties have agreed to execute this Agreement. NOW, THEREFORE, in consideration of the covenants and agreements and other valuable consideration exchanged, the receipt and sufficiency of which the Parties hereby acknowledge, Member and Healium agree as follows:

Clause 1 *

Confidential Information. : For the purposes of this Agreement, the term “Confidential Information” shall mean all information, whether provided in tangible form, by electronic media, by visual display or orally, one Party (a “Receiving Party”) obtains from another Party (a “Disclosing Party”), or otherwise gains access to, during the Purpose (whether before or after the Effective Date) which concerns a Disclosing Party or its business operations. Full Definition available at https://healium.io/merchantagreement .

Clause 2 *

Term & Termination of Agreement. This Agreement shall terminate twelve (12) months after the Effective Date unless terminated earlier. The Parties reserve the right, at their sole and exclusive discretion, to terminate this Agreement at any time giving 30 days’ notice to the other Party. The Receiving Party's obligations contained in this Agreement to keep confidential and restrict the use of the Disclosing Party's Confidential Information shall survive for a period of five years from the date of its disclosure.

Clause 3 *

Disclaimer of Other Relationships and Warranties. This Agreement shall not create a relationship of employment, joint venture among the Parties. No Party shall have the right to bind the other Parties or to enter into contracts on the other Parties’ behalf. Moreover, this Agreement shall not obligate any Party to disclose any information, enter into any business relationship with the other Parties or to purchase or sell any products or services to or from the other Parties. All Confidential Information disclosed hereunder is disclosed on an “AS IS” basis with no warranties, express or implied, of any kind. Each Party agrees (on behalf of itself and its Representatives) that a Disclosing Party and its Representatives shall not have any liability relating to or resulting from the use of the Confidential Information by a Receiving Party, or any error therein or omission there from, except as may be in accordance with separate representations or warranties contained in definitive agreements executed and delivered by the Parties as a result of the Purpose.

Clause 4 *

Ownership and Acknowledgement. All Confidential Information is and shall remain the sole and exclusive property of the applicable Disclosing Party. The Receiving Party acknowledges that the Disclosing Party claims no ownership of the Confidential Information disclosed to the Receiving Party, and all patent, copyright, trademark, trade secret, and other intellectual property rights in, or arising from, such Confidential Information. No option, license, or conveyance of such rights to the Receiving Party is granted or implied under this Agreement. If any such rights are to be granted to the Receiving Party, such grant shall be expressly set forth in a separate written instrument. A Receiving Party acquires no right, title or license to Disclosing Party’s Confidential Information except the right to use it as is necessary for the Purpose.

Clause 5 *

Non-Circumvention The Parties hereby agree that their business involves, among other activities, introducing, participating, effectuating, and consummating transactions between their respective contacts, including other Parties. In consideration of the foregoing, each of the Parties agrees and warrants that it shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass the other Party from any transactions between the Parties' contacts, or interfere with the relationship of a Party and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise.

Clause 6 *

Assignment: This Agreement shall not be assigned or transferred to any third party without the prior written consent of the other Party.

Clause 7 *

Governing Law and Dispute Resolution. This Agreement shall be governed by Indian Law and the Parties hereto submit to the jurisdiction of India. All disputes or disagreements arising out of this Agreement, its breach, termination, implementation, interpretation or any matter connected therewith or deriving thereof, which the Parties cannot amicably resolve by themselves, shall be exclusively and finally settled by binding arbitration. For this purpose, the Parties shall mutually appoint a sole arbitrator. The seat and venue of arbitration shall be Mumbai, Maharashtra. The language of the arbitration proceedings shall be English. The Parties expressly waive any objections or defenses based upon lack of personal jurisdiction or venue.

Clause 8 *

General Provisions. This Agreement represents the entire understanding and agreement among the Parties with respect to this subject matter and supersedes all prior or contemporaneous agreements, negotiations, understandings and representations relating to the same subject matter. No amendment or modification of any term hereof shall be effective unless set forth in a writing signed by authorized representatives of each of the Parties. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute the same Agreement. A signature by electronic means which allows the identity of the signer to be reasonably confirmed shall be as good and binding as an original signature. This Agreement may not be assigned by any Party without the prior written consent of the other Parties. Any provision of this Agreement that is determined to be invalid or unenforceable by a court of competent jurisdiction will be effective to the extent of such determination without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such remaining provisions. The Disclosing Party makes no representations nor warranties, express or implied, as to the accuracy or completeness of the Information. The Parties are under no obligation to enter into definitive agreements and may terminate Purpose at any time in their sole discretion. IN WITNESS HEREOF, through their authorized representatives, the Parties have executed this Agreement on the Effective Date.

Organization Name *

Mobile Number: *

Organization Email: *

GSTIN (if any)

Website (write NA if not available)

With Bank Details as follows:

Bank Name *

Beneficiary Name *

Beneficiary Account Number: *

This is your designated bank account for receiving sales proceeds from your sales on healium.io .

Confirm Beneficiary Account Number *

This is your designated bank account for receiving sales proceeds from your sales on healium.io .

IFSC Code *

Beneficiary Account Type *

Beneficiary Email *

Personal KYC - Personal PAN *

Personal KYC - Personal Aadhaar number *

Digital Signature

Checkbox *

I agree to this data being stored and used as per Privacy Policy. I accept the Terms & Conditions of the platform.

Onboarding Form & Merchant Agreement

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