Terms And Conditions


AIOCD Pharmasofttech AWACS Pvt. Ltd. is a pharmaceutical market research company incorporated under the Indian Companies Act, 1913 formed by All Indian Origin Chemists & Distributors Ltd. (AIOCD Ltd) in a joint venture with Trikaal Mediinfotech Pvt. Ltd having its registered office at 6th Floor, Corporate Park V. N. Purav Marg, Sion Trombay Road, Chembur Mumbai Mumbai City Maharashtra 400071" (referred to herein as "AWACS", "we", "our" or "us") operates a web based portal www.aiocdawacs.com enables Electronic Data Exchange between Pharmaceutical Company, Wholesaler and Retailer. Apart from Electronic Data Exchange the website also enables Receivable Automation (as defined herein under) through its website www.aiocdawacs.com and its related sub domains sites Services and tools (Website).

Definitions:

"Receivables" means payments to be made by the Buyers to the Seller as per the Invoice.

"Receivable Automation" means a technology platform operated by the Escrow Agent (referred to herein as "AWACS") which enrolls Sellers and Buyers and facilitates Invoice generation, acceptance of Invoice by Buyers and reconciliation of Receivables from the Buyers.

"Invoice" shall mean electronic advice sent by the Seller to the Buyer via the AWACS Website or Platform.

These Terms of Use ("Terms") apply to a users' ("User/Your") access to, and use of, the website www.aiocdawacs.com(the "Website") and the mobile application (the "Application") SMART PHARMACY, SMART STOCKIST, SMART SALESMAN, SMART POB. The Website and Application are operated by AIOCD Pharmasofttech AWACS Pvt Ltd, and its subsidiaries, licensees, and affiliated companies (collectively, "AWACS").

As a condition of using the Website and/or Application and the services provided therein ("Services") and specifically as defined below, the end user (referred to herein as "you", "your", or the "User/Seller") unconditionally agree to the Terms and Conditions that we have provided herein for the use of our services. By Checking any acceptance boxes, clicking any acceptable buttons, submitting any text or content or simply by making any use of website, you (i) accept the Terms of Use that appear below, (all of which are called "User Agreement") and agree to be bound by each of its Terms as may be updated from time to time, and (ii) represent and warrant to AWACS that If you do not agree to these Terms, do not use this Website and/or Application. Because these Terms are a legal contract between you and AWACS, it is important that you review the Terms carefully before accessing or using the Website and/or Application. These Terms are not intended to alter in any way or limit the terms or conditions of any other agreement that you may have with AWACS, including without limitation the privacy policy ("Privacy Policy").

1. USER ACCOUNT
In order to use the Website and/or Application, you are required to provide various information about yourself including your name, email address and other personal information. You agree that any information you provide to AWACS on the Website and/or Application will always be accurate, correct and up to date. You shall not impersonate someone else or provide account information, an email address or any other information that is not your own.

2. OWNERSHIP OF THE WEBSITE/APPLICATION
1. The Website and Application contains content owned or licensed by AWACS ("AWACS Content"). AWACS owns and retains all rights in the AWACS Content. You will not remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the AWACS Content and you will not reproduce, modify, adapt, prepare derivative works based on, perform, display, publish, distribute, transmit, broadcast, sell, license or otherwise exploit the AWACS Content.
2. The AWACS name and logo are trademarks of AWACS, and may not be copied, imitated or used, in whole or in part, without the prior written permission of AWACS, except with prior consent. In addition, all custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of AWACS, and may not be copied, imitated or used, in whole or in part, without prior written permission from AWACS.
3. The SMART PHARMACY name and logo are trademarks of AWACS, and may not be copied, imitated or used, in whole or in part, without the prior written permission of AWACS, except with prior consent. In addition, all custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of AWACS, and may not be copied, imitated or used, in whole or in part, without prior written permission from AWACS.

3. USE OF THE WEBSITE/APPLICATION AND CONDUCT
1. Use of the Website and/or Application
1. You may use the Website and/or Application for lawful purposes only. You shall not post or transmit through the Website and/or Application any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law.
2. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Website and/or Application in any medium; (ii) transmitting spam, chain letters, or other unsolicited email; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Website and/or Application; (iv) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (v) uploading invalid data, viruses, worms, or other software agents through the Website and/or Application; (vi) collecting or harvesting any personally identifiable information, including account names, from the Website and/or Application; (vii) using the Website and/or Application for any commercial purposes without having all necessary rights and licenses to the User Content; (viii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (ix) interfering with the proper working of the Website and/or Application; (x) accessing any content on the Website and/or Application through any technology or means other than those capabilities provided by the Website and/or Application; or (xi) bypassing the measures we may use to prevent or restrict access to the Website and/or Application, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Website and/or Application or the content therein.
2. User Content Guidelines:
1. You are solely responsible for your conduct and any data, text, information, images, links and other content or materials that you submit, post or display on or via the Website and/or Application ("User Content"). AWACS shall have no liability for conduct in relation to your use of our Website. Violations of these Terms may result in legal consequences prescribed by all applicable laws of India.
2. AWACS has the right (but not the obligation) in its sole discretion to remove any User Content that is stored via the Website and/or Application. AWACS takes no responsibility and assumes no liability for any User Content that you or any other User or third party creates, stores, shares, posts or sends through the Website and/or Application. You shall be solely responsible for your User Content and the consequences of posting, publishing it, or sharing it and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. If your Content violates these Terms, you shall bear legal responsibility for that content.
3. You agree not to post, store, transmit, create or share any User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party's trade secrets); or (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships. You agree that any User Content that you create, store, or share does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. AWACS reserves the right, but is not obligated, to reject and/or remove any User Content that AWACS believes, in its sole discretion, violates these provisions. For the purposes of these Terms, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all Website therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
3. In connection with your User Content, you affirm, represent and warrant the following:

4.
1. Your User Content and your use thereof as contemplated by these Terms and the Website and/or Application will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights or privacy rights.
2. To the extent that you use the Website and/or Application for any commercial purpose and your User Content contains any copyrighted material that is not your original work or in which you do not otherwise own the copyright, you have obtained all rights, licenses, consents, and permissions necessary in order to use that copyrighted material in connection with the creation and/or dissemination of that User Content using the Website and/or Application.
3. AWACS may exercise the rights to your User Content granted under these Terms without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
4. AWACS takes no responsibility and assumes no liability for any User Content that you or any other User or third party creates, stores, shares, posts, sends or otherwise makes available through the Website and/or Application, whether directly or indirectly. You shall be solely responsible for your User Content and the consequences of posting, publishing it, or sharing it and you agree that AWACS is only acting a passive conduit for the distribution and publication of your User Content. If your Content violates these Terms, you shall bear legal responsibility for that content.
5. You agree that AWACS is not responsible for, and does not endorse, User Content posted within the Website and/or Application. AWACS does not have any obligation to pre-screen, monitor, edit, or remove any User Content. If your User Content violates these Terms, you shall be solely responsible for any legal consequences with respect to such User Content.
6. AWACS reserves the right to remove any User Content from the Website and/or Application for any reason, without prior notice. User Content removed from the Website and/or Application may continue to be stored by AWACS, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. AWACS will not be liable to you for any modification, suspension, or discontinuation of the Website and/or Application, or the loss of any User Content.

4. APPLICABILITY OF TERMS FOR USE OF WEBCHEQUE/MONEY OVER DIGITAL INTERFACE (M.O.D.I) / RECEIVABLE AUTOMATION
1. The Seller has appointed AWACS as an Escrow Agent for collection of payments due from the debtors of the Seller to whom the goods and services are delivered or to be delivered (herein after referred as the "Buyer(s)")
2. The Seller(s) shall ensure that the "Buyer(s)", executes direct debit mandates, acceptable to AWACS to facilitate the collection of amounts due and payable by the Buyer(s).
3. The Seller is aware and acknowledges that the payments to be made by the Buyer(s) are to be pooled in the designated account.
4. The Seller authorize AWACS to exercise such rights, powers, authorities, and discretion to operate the designated account
5. The Seller agrees that rights and or interests of the Seller shall be limited to the amount corresponding Receivables from the Buyer
6. The Seller acknowledges and accepts that AWACS will charge an operational and technology cost for the Services.
7. The Seller expressly confirm that the act of AWACS shall be binding on you and also agree to indemnify AWACS for any acts taken on behalf of the Seller
8. All details submitted by the Seller with AWACS are and shall be true and correct
9. All action taken would be in accordance with the Applicable Laws, rules and regulations whatsoever in effect presently and which may be enacted from time to time
10. Under no circumstance will AWACS be liable to any USER for any consequential loss (inter alia, being loss of business, goodwill, opportunity or profit) even if advised of such loss or damage

5. RIGHTS TO USER CONTENT
If you share your User Content with AWACS or link your User Content to AWACS on a third party service, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to AWACS a royalty-free, sub licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Website and/or Application and AWACS's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of our Website and/or Application (and derivative works thereof) in any media formats and through any media channels.

6. PRIVACY AND SECURITY
1. You understand that by using the Website and/or Application you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, processed and transferred to such service providers or affiliates as detailed under the thereunder.
2. You understand that AWACS cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

7. DISCLAIMERS, EXCEPTIONS AND LIMITATIONS
1. The Website and/or Application is a platform through which certain Companies, wholesalers, retailers and pharmacies ("Merchants") advertise products and make available offerings. The Merchant is solely responsible to you for the care and quality of the goods and services it provides. You acknowledge that images on the Website and/or Application are merely indicative, and the actual service may vary.
2. You acknowledge and agree that the Website and/or Application is merely a platform that facilitates (i) Merchants to post content and information regarding their products and (ii) a User to browse available products and offering. The User understands that all business transactions take place through direct interaction between the User and the Merchant, and AWACS is not involved in the same.
3. You agree and acknowledge that all commercial/contractual terms are offered to you by Merchants and agreed to between you and Merchant(s) alone. AWACS does not exercise any control nor does it determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between you and the Merchant(s).
4. You agree and acknowledge that all commercial/contractual terms are offered to you by Merchants and agreed to between you and Merchant(s) alone. AWACS does not exercise any control nor does it determine or advise or in any way involve itself in the offering or acceptance of such commercial/contractual terms between you and the Merchant(s).
5. The pricing information and other information provided on the Website and/or Application is solely informational in nature, and AWACS does not make any warranty or guarantee with respect to the same.
6. AWACS does not make any representation or warranty as to the quality or value of the products offered on the Website and/or Application. AWACS does not implicitly or explicitly support or endorse any Merchants and/or products on the Website and/or Application, and AWACS accepts no liability for any errors or omissions, whether on behalf of itself or third parties.
7. AWACS shall have no obligation with respect to the services performed by the Merchants, or any side effects of such services, and you acknowledge that your sole remedy shall be to proceed against the Merchant in such case.
8. AWACS is not responsible for any non-performance or breach of any contract entered into between you and the Merchant(s), and while we may extend our best efforts, at our discretion, to resolve the same, AWACS shall not and is not required to mediate or resolve any dispute or disagreement between you and the Merchant(s).
9. AWACS shall not have any obligations or liabilities in respect of such contract entered into between you and the Merchant(s). AWACS is not responsible for unsatisfactory or delayed performance of a Merchant's obligations, or damages or losses suffered as a result. While AWACS may help the resolution of disputes between a Merchant and you on a best efforts basis, you acknowledge that AWACS has no obligation with respect to the same.
10. The content or information posted on the Website and/or Application is posted by other users and may contain errors, and while AWACS reserves the right to correct/remove the same, it is under no obligation to do so. You acknowledge that you read and act upon this information at your own risk and shall make additional efforts to verify the authenticity of such information.
11. Any ratings or recommendations assigned to a Merchant is based on an aggregate of reviews received from users of the Website and/or Application, and shall not be construed as an endorsement or advertisement of such Merchant. AWACS does not independently verify ratings. A rating is only indicative of the level of satisfaction you can expect to find at a particular Merchant's establishment.
12. We may, without prior notice, change the Website and/or Application, stop providing the Website and/or Application or features of the Website and/or Application, to you or to Users generally, or create usage limits for the Website and/or Application. We may permanently or temporarily terminate or suspend your access to the Website and/or Application, or delete any User Content without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms,or for no reason. In such event, we shall refund the remaining subscription fees paid by you for the Services (if any), as calculated on a pro-rata basis, subject to adjustment of cancellation fees, as applicable. Upon termination of your account, you continue to be bound by these Terms.
13. You acknowledge that there will be occasions when the Website and/or Application may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
14. YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DIS SATISFACTION WITH THE WEBSITE AND/OR THE APPLICATION, THE SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE WEBSITE AND/OR THE APPLICATION.

8. WARRANTY
1. THE WEBSITE AND/OR APPLICATION ARE PROVIDED ON AN "AS IS" BASIS, AND USE OF THE WEBSITE AND/OR APPLICATION IS AT THE USER'S RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND/OR APPLICATION ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM AWACS OR THROUGH THE WEBSITE AND/OR APPLICATION WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, AWACS, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSOR'S DO NOT WARRANT THAT THE CONTENT FOUND ON THE WEBSITE AND/OR APPLICATION IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE AND/OR APPLICATION WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE AND/OR APPLICATION WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE WEBSITE AND/OR APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE AND/OR APPLICATION IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE WEBSITE AND/OR APPLICATION. AWACS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE AND/OR THE APPLICATION, OR ANY HYPER LINKED WEBSITE OR SERVICE, AND AWACS WILL NOT BE A PARTY TO ORIN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

9. TERMINATION
1. AWACS may terminate these Terms for any reason at any time. AWACS reserves the right, in its sole discretion, to restrict, suspend, or terminate your access to and use of the Website and/or Application, with or without prior notice. Otherwise applicable sections of the Terms shall survive termination. In addition to any termination rights, we reserve the right to enforce and prosecute any violations of these Terms.

10. INDEMNIFICATION
1. You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments and expenses, as well as third party claims and causes of action, including, without limitation, attorneys' fees, arising out of any breach by you of any of these Terms, or any use by you of the Website and/or Application. You shall provide us with such assistance, without charge, as we may request in connection with any such defence, including, without limitation, providing us with such information, documents, records and reasonable access to you, as we deem necessary. You shall not settle any third party claim or waive any defence without our prior written consent.

11. LIMITATION OF LIABILITY
1. IN NO EVENT WILL AWACS OR ITS AFFILIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE BE LIABLE FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF YOUR ACCESS, USE, MISUSE, OR INABILITY TO USE THE WEBSITE AND/OR THE APPLICATION, OR ANY LINKED SITES, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AWACS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

12. GOVERNING LAW
1. This Agreement shall be governed by the laws of India, and the courts of Mumbai shall have exclusive jurisdiction with respect to any dispute arising hereunder.

13. MISCELLANEOUS
1. Survival: In the event of termination or expiration of these Terms for any reason, any provisions of these Terms that by their nature should survive termination of these Terms will survive termination of these Terms, unless contrary to the pertinent provisions here instated.
2. Severability: If any term or provision in these Terms is held to be either illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of these Terms, but the validity and enforceability of the remainder of these Terms shall not be affected.
3. Unenforceability: If any provision of these Terms or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then provided that the essential consideration for entering into these Terms on the part of any Party is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render these Terms as modified legal and enforceable to the maximum extent permitted under applicable laws.
4. No Waiver: No delay or omission by either Party hereto to exercise any right or power occurring upon any non compliance or default by the other party with respect to any of the terms of these Terms shall impair any such right or power or be construed to be a waiver thereof. The terms and conditions of these Terms may be waived or amended only in writing or mutual agreement of the Parties. A waiver by either of the Parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained (whether or not the provision is similar).
5. Notices: Any notice required or permitted to be given to AWACS hereunder shall be in writing and sent or transmitted by (i) registered or certified mail; (ii) hand-delivery; (iii) email; or (iv) internationally recognized courier service, provided its receipt is acknowledged and, dispatched or sent or transmitted to the address specified AWACS. All notice required to be given under these Terms shall be addressed to:

AIOCD Pharmasofttech AWACS Pvt. Ltd.
6th Floor, Corporate Park II,V.Purav Marg, Sion Trombay Road, Opp Mangatram Petrol Pump, Chembur, Mumbai 400 071. Maharashtra, India. We may change the Terms or modify any features of the Website and/or Application at any time at our sole discretion. The most current version of the Terms can be viewed by clicking on the "Terms and Conditions". If you continue to use the Website and/or Application after changes are posted you will be deemed to have accepted the change.