Healthful Living, LLC Authorized Reseller Terms & Conditions Agreement
Effective: January 23, 2024
Healthful Living, LLC (“MEDThrive”) MEDThrive has implemented a set of terms and conditions known as the Authorized Reseller Terms and Conditions (the “Terms”). These Terms apply to all healthcare professional customers in the United States. By purchasing MEDThrive products (“Product(s)”) for the purpose of retail sale to your patients and clients, you (“Reseller”), agree to abide by these terms. As long as MEDThrive does not revoke this status, you will be recognized as an “Authorized Reseller” hereunder. MEDThrive reserves the right to review your activities to ensure compliance with these terms, and you are expected to cooperate with any investigations, including allowing inspection of your facilities and records pertaining to the sale of the products.
PRACTITIONER ACCOUNT CREATION
By creating a Practitioner Account and making a purchase of the Products, you affirm and guarantee that you are not in violation of any of the following unless authorized in writing by MEDThrive.
You are a licensed or certified healthcare professional, and in good standing with your relevant state or professional regulatory authority.
Have submitted or will submit a copy of your current license, degree, or health practitioner certificate to MEDThrive.
You are purchasing our Products exclusively for retail sale to your patients and clients at your designated place of business as indicated in your Practitioner Account application.
You will only sell our Products to individuals whom you know are purchasing them for personal use.
PAYMENTS, PURCHASE ORDERS, RETURNS/CREDITS
Reseller must prepay for orders for Products (“Purchase Orders”) with a check or credit card. MEDThrive has the discretion to decline any Purchase Order, either in full or in part. Product returns and/or credits will be accepted on a case-by-case basis after evaluation and investigation.
The Reseller is permitted to sell Products exclusively to End Users in the United States. An “End User” is an individual who buys the Products for personal use and does not intend to resell them to a third party. The Reseller shall not sell or transfer Products to a person or entity of whom the Reseller has knowledge or has reasonable grounds to believe that the individual intends to sell the Products. A Reseller shall not transfer or sell a quantity of Products to an individual that is greater than the typical amount of the product purchased for personal consumption. Without prior written approval of MEDThrive, a Reseller may not sell, ship or invoice the Products outside the United States.
ONLINE SALES
A Reseller may not promote, sell, or offer for sale the Products on, or through, websites, online marketplace(s), mobile application(s), or any other online forum(s) without the express written consent of MedThrive. This consent shall be obtained by executing MEDThrive’s authorized online seller agreement. Any Reseller that breaches this restriction shall be immediately and permanently revoked as an authorized reseller and shall lose all purchasing privileges.
SALES PRACTICES
Reseller is expected to consistently conduct its business in a reasonable and ethical manner, refraining from any deceptive, misleading, or unethical practices or advertising. Reseller is not authorized to make any warranties or representations about the Products unless explicitly authorized by MEDThrive. Reseller must adhere to all applicable laws, rules, regulations, and policies that pertain to its business operations and the marketing and sale of the Products. This requirement encompasses consumer safety and consumer protection laws, including California Proposition 65. Reseller is obligated to present the Products in a professional manner and avoid any behavior that could harm the reputation of MEDThrive or the Products.
PRODUCT CARE, CUSTOMER SERVICE, AND ADDITIONAL QUALITY CONTROLS
The Reseller is required to market Products in their initial packaging, complete with unbroken seals. Any relabeling, repackaging (which includes breaking up bundled items or combining items), or any other changes to the Products or their packaging is strictly prohibited. The Reseller is not permitted to interfere with, damage, or make changes to batch codes, lot codes, or any other identifying details on the Products. Additionally, the Reseller must not eliminate, alter, or adjust the information on any label or accompanying literature on the Products. The Reseller is required to adhere to all instructions given by MEDThrive concerning the storage, handling, shipping, disposal, or any other aspect related to the Products. This includes following the instructions provided on the Product labels. The Products must be stored in a cool, clean, and dry location, away from direct sunlight, excessive heat, and humidity. The Reseller is not allowed to remove, translate, or modify any labels or literature that are on or accompany the Products.
INTELLECTUAL PROPERTY
The Reseller acknowledges and agrees that MEDThrive or its licensors have full ownership of all proprietary logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “MEDThrive IP”). The Reseller is provided with a limited, non-exclusive, non-transferable, revocable license to utilize the MEDThrive IP solely for the purpose of marketing and selling the Products as outlined in this agreement. This license will be terminated upon the Reseller’s status as an Authorized Reseller being revoked. Any goodwill resulting from the Reseller’s use of the MEDThrive IP shall belong exclusively to MEDThrive or its licensors. The Reseller’s use of the MEDThrive IP must comply with any Brand Guidelines provided by MEDThrive and must be commercially reasonable in terms of size, placement, and other usage aspects. MEDThrive retains the right to assess and approve, at its own discretion, the Reseller’s use or intended use of the MEDThrive IP at any time, without restrictions. Upon MEDThrive’s request, the Reseller must provide samples of how the MEDThrive IP is displayed and samples of the Products. The Reseller is prohibited from creating, registering, or using any domain name or mobile application that includes any MEDthrive Product name or any trademark owned or licensed by MEDThrive, as well as any misspelling or confusingly similar variation of any MEDThrive Product name or trademark owned or licensed by MEDThrive.
WARRANTY DISCLAIMER
MEDThrive DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A SPECIFIC PURPOSE. FURTHERMORE, IT DISCLAIMS ALL OTHER WARRANTIES THAT MAY ARISE BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE, OR ANY OTHER MEANS.
INDEMNIFICATION
Reseller shall and hereby does, indemnify, defend, and hold harmless MEDThrive and its directors, officers, employees, shareholders, members, partners, counsel, auditors, accountants, agents, advisors, representatives, heirs, executors, successors, and assigns from and against any and all losses, liabilities, obligations, actions, causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, demands, costs, and expenses of any kind, whether known or unknown, in law, admiralty, or equity, to the extent they arise from or relate to: (a) any breach by Reseller of the Terms; (b) any failure by Reseller to comply with applicable laws, including consumer protection laws like California Proposition 65; or (c) any negligent or willful misconduct by Reseller or its officers, employees, or agents.
LIMITATION OF LIABILITY
MEDTHRIVE SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. MEDTHRIVE’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTHERWISE BY IT ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAYABLE BY RESELLER TO MEDTHRIVE DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
INJUNCTIVE RELIEF AVAILABILITY
Should there occur, or be a credible threat of, a violation of Sections 1 (Establishment of a Professional Account), 3 (Authorized Customers), 4 (Online Sales), 5 (Sales Practices), 6 (Product Care, Customer Service, and Other Quality Controls), 7 (Intellectual Property), or 8 (Termination), it is acknowledged that monetary or other legal damages would not provide an adequate remedy for MEDThrive. Consequently, MEDThrive shall have the right to seek injunctive relief and other equitable remedies. It is to be understood, however, that the specification of any particular remedy within the Terms should not be interpreted as foregoing or prohibiting recourse to any other remedies in the case of a violation or perceived threat of violation of the Terms. The absence of action, refusal, negligence, delay, waiver, forbearance, or oversight by MEDThrive in exercising any right(s) contained herein or in insisting upon the Reseller’s full compliance with their obligations under these terms shall not be deemed a waiver of any provision contained herein or limit MEDThrive’s ability to enforce any or all sections and subsections fully.
MISCELLANEOUS
Modification.
MEDThrive retains the authority to revise, alter, or amend the Terms, subject to the issuance of a written or electronic notification. Except where stipulated otherwise, these alterations shall become effective forthwith. The ongoing utilization, promotion, availability for purchase, or sale of the Products by the Reseller, alongside the use of MEDThrive Intellectual Property (IP), or engagement with any additional information or materials furnished by MEDThrive to the Reseller, shall constitute an implicit acceptance of such amendments by the Reseller.
Force Majeure. MEDThrive will not be considered to have violated this agreement or be held responsible to the Reseller in any way due to any delays in delivery or other performance caused by factors beyond MEDThrive’s control, such as fire, flood, pandemic, terrorist threats, or acts, civil unrest, war, strikes, embargoes, transportation delays, shortages of labor or materials, acts of God, government regulations, or any other commercial impracticability.
Severability. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. Survival. The following provisions shall survive the termination of the Terms: Section 6 (Intellectual Property); Section 9 (Indemnification); Section 12(d) (Survival); Section 12(e) (Governing Law and Venue); and Section 12(f) (Waiver of Jury Trial).
Survival.
The following provisions shall survive the termination of the Terms: Section 6 (Intellectual Property); Section 9 (Indemnification); Section 12(d) (Survival); Section 12(e) (Governing Law and Venue); and Section 12(f) (Waiver of Jury Trial).
Governing Law and Venue. The laws of Arizona shall govern these Terms and any dispute that may arise from them. The Terms shall be interpreted and enforced in accordance with these laws, without considering its choice of law rules. If there is a disagreement regarding the terms or the fulfillment of the Terms, Reseller explicitly agrees to the jurisdiction and venue of the federal or state courts in Maricopa County, Arizona.
Waiver of Jury Trial.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.
