Complete DocuSign

STANDARD RESELLER AGREEMENT

By checking “I have read and agree to the NutraMedix reseller agreement.”, you are contractually bound to abide by the AGREEMENT provided below. The agreement is effective immediately and is between NUTRAMEDIX, LLC (NUTRAMEDIX), a corporation duly organized and existing under the laws of the State of Florida, with its principal place of business at 2885 Jupiter Park Drive, Suite 1600, Jupiter, FL and YOU.

WHEREAS NUTRAMEDIX is the owner and manufacturer of various dietary supplement products (hereinafter PRODUCTS);

WHEREAS the manufacture, sale, label, labeling, storage, distribution, advertising, and promotion of the PRODUCTS must meet the legal requirements of the U.S. Food and Drug Administration (FDA) and the Federal Trade Commission (FTC) concerning dietary supplements;

WHEREAS the FTC requires all of the PRODUCTS’ claims of health benefit in all advertising (including, but not limited to, print, television, radio, and internet) to be substantiated by competent and reliable scientific evidence defined as “tests, analyses, research, studies, or other evidence based upon the expertise of professionals in the relevant area, that has been conducted and evaluated in an objective manner by persons qualified to do so, using procedures generally accepted in the profession to yield accurate and reliable results”;

WHEREAS COMPANY wishes to distribute and sell the PRODUCTS in the United States;

NOW, THEREFORE, in exchange for consideration, the receipt and sufficiency of which are hereby acknowledged, and in consideration of the mutual promises and covenants set forth in this Agreement, the Parties recite and declare that:

1. NUTRAMEDIX has and retains all right, title, and ownership interest in the PRODUCTS including, but not limited to, the PRODUCTS’ tradename, tradedress, formula, proprietary ingredients, and proprietary manufacturing method.

2. NUTRAMEDIX grants COMPANY a non-exclusive, revocable license to distribute and sell PRODUCTS in the United States.

Limitations on Advertising and Promotion as a Dietary Supplement

3. COMPANY shall comply with all laws of the FDA and FTC concerning the label, labeling, advertising, promotion, and sale of the PRODUCTS.

4. The PRODUCTS shall not be labeled, advertised, promoted, or sold as a “drug” as that term is defined by the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 321(g). The PRODUCTS are not intended for use in the diagnosis, treatment, cure or prevention of any disease or health-related condition.

5. COMPANY is expressly prohibited from making any claim about a PRODUCT unless the claim already appears on the Nutramedix website (www.nutramedix.com) or has been posted by Nutramedix on its official social media pages (hereinafter APPROVED CLAIMS). Other than APPROVED CLAIMS, COMPANY shall make no other claims about any PRODUCT in labeling, advertising (including, but not limited to, print, television, radio, internet, and social media), or in any promotion of any kind (including, but not limited to, in person, customer service, and telephone solicitation). Other than APPROVED CLAIMS, COMPANY is expressly prohibited from promoting any PRODUCT with claims including, but not limited to, any “Health Benefit Claim,” comparative claim, establishment claim, country of origin claim, or any claim about PRODUCT ingredients, quality, or content.

6. For purposes of this agreement, a “Health Benefit Claim” is any statement that (1) characterizes a relationship between PRODUCT and a disease, a disease condition, a health-related condition, or a symptom of disease (“disease claim”); (2) characterizes traditional use of the PRODUCT as having an effect on a disease, a disease condition, a health-related condition, or a symptom of disease (“traditional use claim”); (3) claims that the PRODUCT affected a person in connection with a disease, disease condition, a health-related condition, or a symptom of disease (“testimonial claim”); (4) characterizes the PRODUCT as having a beneficial effect on a structure or function of the body either standing alone or in connection with or presented as a testimonial claim or traditional use claim (“structure/function claim”); or (5) promotes the PRODUCT as a substitute for medical treatment, to be used in connection with medical treatment to mitigate adverse side effects of medical treatment, or otherwise affect medical treatment.

7. In using claims appearing on PRODUCT labels, COMPANY shall not modify, revise, edit, or change in any manner the meaning of claims through any means including, but not limited to, added or changed wording or imagery.

8. COMPANY agrees that NUTRAMEDIX retains the right to review any and all advertising and promotional material and demand that COMPANY make changes to any material or wording that, in the sole discretion of NUTRAMEDIX, violates the terms of paragraphs 3- 7.

9. COMPANY agrees that any breach of any of the requirements in paragraph five of this Agreement shall cause NUTRAMEDIX direct, immediate, and material damages and irreparable harm – constituting a material breach of this agreement.

Limitations on Internet Sales

10. COMPANY agrees that it shall not sell the PRODUCTS on its own website nor sell to any third party customer who intends to sell the PRODUCTS on the internet. Resellers are expressly prohibited from reselling the PRODUCTS via any third-party-facilitated retail or auction website such as eBay, Amazon.com, NextTag.com, PriceGrabber.com, Shopzilla.com, Best-Price.com or other similar websites. NUTRAMEDIX reserves the right to cease sales to COMPANY if it violates the terms of this paragraph.

Limitations for Health Care Practitioners

11. The limitations on internet sales in paragraph eight do not apply to health care practitioners who sell PRODUCTS via a secured web page that is protected by a customer account login and/or password. Any login, password or other code which allows access to the web page where PRODUCTS are sold must not be provided to any customer via broadcast email and must not be made available in any method to anyone other than practitioner’s private patients.

12. Health care practitioners agree to not resell PRODUCTS to other health care practitioners or businesses or individuals with whom no patient/provider relationship exists.

13. Health care practitioners agree to sell the PRODUCTS only to their patients in unit volumes appropriate for individual use only.

Termination

14. If a Party materially breaches this Agreement, the non-breaching Party shall have the right to terminate this Agreement and any associated Distributor Agreement, if any such Agreement exists and is in force, upon written notice to the breaching Party delivered at least fifteen (15) calendar days before the effective date of such termination. The breaching Party may provide the non-breaching with written notice of a cure to the breach no later than two (2) calendar days before the effective date of the termination. A failure of the breaching party to cure the breach before the effective date of the termination shall result in termination of this Agreement.

15. No failure of a Party to exercise any right or to insist upon strict compliance by the other Party with any obligation and no custom or practice of the Parties at variance with this Agreement shall constitute a waiver of the right of a party to demand exact compliance or an amendment to this Agreement by course of dealing. Waiver by one Party of any particular default by the other Party shall not affect or impair the one Party’s rights with respect to any subsequent default of the same or of a different nature, nor shall any delay or omission of a Party to exercise any rights arising from such default affect or impair the rights of that Party as to such default or any subsequent default.

Indemnification

16. The COMPANY agrees to indemnify and hold harmless NUTRAMEDIX, its affiliates and respective directors, officers and employees against any and all claims, demands, proceedings, losses, costs and expenses which may be brought against, suffered or incurred by NUTRAMEDIX, LLC, its affiliates or its respective directors, officers and employees, in consequence of any breach of this agreement on part of the COMPANY or any of its employees or agents in connection with the labeling, distribution, sale, marketing, promotion and advertisement of the PRODUCT.

17. The COMPANY shall bear all costs and fees arising from or related to any litigation, dispute, or other legal action arising from or related to COMPANY’S labelling, distribution, promotion, advertising, and sale of the PRODUCT including, but not limited to, any penalties, judgments, assessments, attorneys’ fees, court costs, settlement costs and fees, or other payments whether ordered by a court or agreed to between COMPANY, NUTRAMEDIX, and another party.

18. In any suit or proceeding relating to this Agreement the prevailing Party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgment. This provision is intended to be severable from the other provisions of this Agreement, and will survive and not be merged into any such judgment.

Miscellaneous

19. The Parties agree that no waiver or modification of this Agreement or of any covenant, condition, or limitation contained in it shall be valid unless in writing and duly signed by the party to be charged with it, and that no evidence of any waiver or modification not in writing and not duly signed by the party to be charged with it shall be offered or received in evidence in any proceeding, arbitration, or litigation between the Parties arising out of or affecting this Agreement.

20. The terms and conditions of this Agreement constitute the full and complete agreement between the Parties. No other verbal or written agreement shall, in any way, vary or alter any provision of this Agreement, unless both Parties consent to vary or alter any provision of this Agreement in a signed writing. This Agreement is intended to be an integrated writing and any prior oral or written agreements between the Parties are merged into this Agreement and extinguished. No custom, industry or course of dealing between the Parties shall in any way vary or alter the terms and conditions of this Agreement.

21. The terms of this Agreement shall be governed exclusively by the laws of the State of Florida. Any dispute arising from this Agreement shall be resolved only in the Courts and regulatory agencies of or in the State of Florida.

22. The Parties agree that this Agreement shall inure to the benefit of, and shall be binding upon, the successors in interest, personal representatives, estates, heirs, assigns, and legatees of the Parties hereto.

23. The Parties agree that this Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together be one and the same Agreement.

24. If any covenant or other provision of this Agreement is invalid, illegal or incapable of being enforced by reason of any rule of law, administrative order, judicial decision or public policy, all other conditions and provisions shall remain in full force and effect. No covenant shall be deemed dependent upon any other covenant or provision unless so expressed in this Agreement.