Vendor Pilot Program Agreement

Vendor Pilot Program Agreement - CareGLP

This Vendor Pilot Program Agreement (the “Agreement”) is made by and between CareValidate, Inc., a Delaware corporation, (“CareValidate”) and Vendor as named in the Quote as of the date Vendor signed the Quote (“Effective Date”). Vendor and CareValidate may singularly be identified herein as “Party” and collectively as “Parties.” By signing the Quote, Vendor acknowledges they have read and accept the terms of this Agreement.

1. Purpose

The purpose of this Agreement is to establish the terms under which Vendor will provide their products or services on CareGLP Storefronts during the pilot Term. A CareGLP Storefront means any CareValidate website or other online point of presence, mobile application, through which Obesity Telehealth products or services are offered, advertised, or described.

2. Vendor Obligations

2.1 Product Information

Vendor shall provide CareValidate with the following:

• High-quality digital images of the products or services offered by Vendor 
• Descriptions of the products or services.
• Any applicable promotion details, including but not limited to terms of use, expiration dates, and any restrictions.
• Any necessary software engineering required for delivery of a seamless user experience for CareGLP storefront users interested in Vendor’s Products or Services. 

2.2 Order Fulfillment

Vendor is solely responsible for fulfilling any associated orders made by CareGLP Storefront users during the pilot Term. Vendor agrees to provide high-quality service and timely fulfillment for any orders resulting from the Vendor Pilot Program. 

2.3 CareGLP Platform Utilization 

Vendor will use the CareGLP platform to communicate with CareGLP Storefront users during the pilot Term with regards to the delivery of their products and services. 

3. CareValidate Obligations

3.1 Display Vendor Products and Services

CareValidate will display the Vendor Product and Services for a period of three (3) months on the total number of CareGLP storefronts specified in the Quote. 

3.2 CareGLP Platform Access and Training 

CareValidate will provide Vendor with CareGLP platform access and user training before the commencement of the Vendor Pilot Program.  

4. Confidentiality

4.1 Confidential Information

Each Party acknowledges that, during the term of this Agreement, it may receive Confidential Information from the other Party. "Confidential Information" shall include all non-public information, whether written, oral, or visual, disclosed by one Party to the other. Each Party agrees to maintain the confidentiality of such Confidential Information using the same degree of care that it uses to protect its own confidential information but no less than a reasonable degree of care.

4.2 Permitted Disclosures

The receiving Party may disclose Confidential Information if required by law, regulation, or court order, provided that the receiving Party promptly notifies the disclosing Party to allow it to seek a protective order or otherwise limit the disclosure.

5. Term and Termination

5.1 Term

This Agreement shall commence on the Effective Date and shall continue for a period of three (3) months unless terminated earlier in accordance with the terms of this Agreement.

5.2 Termination for Convenience

Either Party may terminate this Agreement for convenience upon thirty (30) days’ prior written notice to the other Party.

5.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within ten (10) days of receiving notice of the breach.

6. Relationship of Parties 

6.1 Vendor and CareValidate are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between them. Vendor will have no authority to make or accept any offers or representations on CareValidate’s behalf. This Agreement will not create an exclusive relationship between Vendor and CareValidate. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. Vendor will be solely responsible for all obligations associated with the use of any third party service or feature that Vendor permits CareValidate to use on their behalf, including compliance with any applicable terms of use. Vendor will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

7. Business Associates Agreement

The Parties agree to execute a separate Business Associates Agreement (“BAA”) in accordance with the Health Insurance Portability and Accountability Act (HIPAA), as applicable. The execution of the BAA is a prerequisite to entering into this Agreement and is intended to protect any Protected Health Information (“PHI”) that may be exchanged between the Parties during the performance of this Agreement. The BAA will govern the obligations and responsibilities of both Parties with regard to the use and protection of PHI.

8. Miscellaneous

8.1 Indemnification

Vendor agrees to indemnify, defend, and hold harmless CareValidate from any claims, damages, or losses arising from Vendor’s breach of this Agreement or from any claims related to the products or services provided by Vendor.

8.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

8.3 Assignment

Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party.

8.4 Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior discussions, agreements, or understandings of any kind.

8.5 Amendment

This Agreement may only be amended by a written document signed by both Parties.