Terms and Conditions
Terms & Conditions
This statement describes the privacy practices for the evolvingnutrtion.com website. Evolving Nutrition is committed to protecting the privacy of our valued customers.
9800 Harbour PlaceSuite 208
Mukilteo, WA 98275
Phone: Toll Free – 800.458.0891
This website takes every precaution to protect your information. When customers submit sensitive information via the website, your information is protected both online and offline. When sensitive information (such as a credit card number) is required, that information is encrypted and is protected with the best encryption software in the industry - SSL. While on a secure page, such as our order form, the lock icon on the bottom of Web browsers such as Netscape Navigator and Microsoft Internet Explorer becomes locked, as opposed to unlocked.
While we use SSL encryption to protect sensitive information online, we also do everything in our power to protect customer information offline. All of our customers' information, not just the sensitive information mentioned above, is restricted in our offices. Only employees who need the information to perform a specific job (for example, a customer service representative) are granted access to personally identifiable information. Furthermore, ALL employees are kept up-to-date on our security and privacy practices. Finally, the servers that we store personally identifiable information on are kept in a secure environment protected by the latest firewall technology.
Information Collected During Registration Process
By registering with Evolving Nutrition, healthcare professionals receive enhanced access to our website, including online ordering. Healthcare professionals new to Evolving Nutrition must first complete the registration form. During registration, healthcare professionals are required to give their contact information (such as name, address and email address). We request medical license information only to verify eligibility to place orders on our site, as we sell only to licensed health care professionals. We will not sell, share, or rent this information to others. Non-healthcare professionals have general access to our website without the collection of any personal information.
Information Collected when You Place an Order
When an order is placed, the healthcare professional must provide contact information (such as name and shipping address) and financial information (such as credit card number). This information is used for billing purposes and to fill customer's orders. If we have trouble processing an order, this contact information is used to get in touch with the healthcare professional. We will not sell, share, or rent this information to others.
We use IP addresses to analyze trends, administer the site, track user's movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information
We use an outside credit card processing company to bill customers for products purchased. These companies do not retain, share, store or use personally identifiable information for any secondary purposes.
We send all new Customers a welcoming email to provide a password and to verify your email address (username). At this point, your account is active and you will be able to order online. Customers can also receive our Evolving Nutrition Newsletter, an electronic newsletter, which serves to update you on new products available, address frequently asked questions and share product specific information. Out of respect for the privacy of our customers, we present the option to not receive these email newsletters. Please see Choice/Opt-out below.
Correcting/Updating Personal Information
If a user's personally identifiable information changes (such as your address or telephone number), there are several options available. Information can be changed, updated or deleted by visiting the Your Account section of the Evolving Nutrition website, by emailing us, or by calling us and talking to one of our Customer Service Representatives. We will not sell, share, or rent this information to others.
Customers who no longer wish to receive our Evolving Nutrition Newsletter and related information may opt-out of receiving these communications by going to Your Account. There you can enter your email address and you will no longer receive the Evolving Nutrition Newsletter or related emails. If you've opted out and decide that you would like to receive our emails again, the Your Account section of our website allows you to opt-in.
Your Consent/Notification of Changes
Thorne Research Minimum Advertised Price (MAP) Policy
The Minimum Advertised Price (MAP) is the retail price that is set for each Thorne Research product on our current Retail Price List. Our MAP policy applies to practitioner-customers who resell Thorne Research products online, including practitioner-customers who own, operate, or manage online estorefronts, websites, clinics, or pharmacies. To maintain consistency and fairness, the Minimum Advertised Price for individual Thorne Research products is not subject to being negotiated with a practitioner-customer. Our practitioner-customers should be aware that our MAP policy does not apply to the discounting of Thorne Research products when the discounting takes place inside the practitioner’s office to the practitioner’s patient base. The MAP policy prohibits volume discounts or other promotional practices that would cause the unit price of a product to be advertised at less than the designated Retail Price prior to the product being added to the shopping cart. The MAP policy applies to the advertised price of every Thorne Research product in any and all media, including, flyers, posters, coupons, emails, inserts, newspapers, magazines, catalogs, mail order catalogs, online, and television. Thorne Research reserves the right to discontinue selling its products to any practitioner-customer who is affiliated with a website that is violating our MAP policy. At a minimum, a first violation of our MAP policy will almost always result in the suspension of the practitioner-customer's account. When a practitioner-customer fails to comply with our MAP policy, a Thorne Research representative will notify the practitioner via telephone or email of the violation, and a “hold” can be placed on the practitioner’s account until the online pricing comes into compliance. If a practitioner repeatedly violates the MAP policy, then Thorne Research reserves the right to permanently revoke the practitioner’s wholesale purchasing privileges and, in particular instances, to terminate the practitioner’s account.
Thorne Research Internet Sales Authorized Distributor Policy
For Practitioner-Based Publicly Advertised Internet Sales
Thorne Research has always acknowledged the merits of online commerce for our health-care practitioner-customers and their patients.
• By rigorously enforcing our Minimum Advertised Price (MAP) policy we have worked diligently to ensure that no practitioner is at a competitive disadvantage due to online discounting.
• Furthermore, we have always strived to ensure appropriate communication, medical education, and patient care standards for online resellers.
• However, notwithstanding our diligent efforts, a consistent number of MAP violations continue to occur on a regular basis. Furthermore, our long-held concern has not been resolved regarding the quality of care that patients receive who purchase our products through multiple proprietary e-storefronts and third-party ecommerce platforms, such as Amazon.com, Jet.com, ebay.com, etc.
• After careful evaluation and due consideration, Thorne Research has come to the conclusion that a different model is needed for the sale of our nutritional supplement products on the Internet; in particular, a model that ensures pricing parity and appropriate patient support.
Therefore, as of May 1, 2016, Thorne Research has extended exclusive purchasing privileges to
a single authorized Practitioner-Based Amazon account and a single authorized proprietary estorefront
account. Thus, all other publicly advertised Internet sales are prohibited.
Thorne Research believes this Internet sales policy:
• Ensures that patient inquiries are addressed promptly and accurately.
• Streamlines MAP compliance investigation and enforcement efforts.
• Ensures accurate product tracking in the event of a product recall.
• Ensures proper tracking and resolution of adverse events.
• Ensures compliance with California’s Proposition 65.
• Improves patient communications and care.
Corporate Internet Reseller Policy
I. Introduction and Rationale
The Douglas Laboratories Internet Reseller Policy governs the internet resale of products from Douglas
Laboratories, a healthcare professional nutritional supplement company. This policy is provided to all new
and existing healthcare professional (HCP) customers as a privilege and benefit of being a valued customer
of Douglas Laboratories. Douglas Laboratories believes the guidance of a qualified and approved health
professional is essential in order to maximize the effectiveness of our professional strength supplements;
therefore, with few exceptions, only approved licensed healthcare professionals may order directly from
Douglas Laboratories. All HCPs must submit their current license, degree or health practitioner certificate
for Douglas Laboratories’ review prior to being granted approval to establish an account. In addition,
Douglas Laboratories chooses to promote its supplements and provide special wholesale pricing only to
those healthcare professionals who advertise pricing that Douglas Laboratories deems sufficient to support
a high level of service and to encourage the commitment and investment of our customers in the brand.
Douglas Laboratories reserves the right to deny any application or revoke purchasing privileges at any
time. Decisions regarding this policy are Douglas Laboratories’ alone, and this policy can be amended at
any time. Such amendments will be communicated via mail and/or email to all involved parties.
II. Policies and Restrictions
a. Authorized Resellers: Only authorized healthcare professionals are allowed to sell Douglas
Laboratories branded products through their website. An acceptable HCP reseller is someone who
maintains and has submitted a current medical license, degree or certificate for Douglas Laboratories’
verification and approval. Such approved licensed HCP customers may resell HCP exclusive products
through a website where he/she is accessible. Please note a “storefront” on Amazon.com is not considered
an HCP website under this policy. Sale of Douglas Laboratories’ products on Amazon.com violate
agreements with third parties and is strictly prohibited (See II.j. below).
b. The HCP Internet Sales Channel: The internet is a means of communication, and opening the Douglas
Laboratories brand to internet sales does not change the nature of the sales channel from an HCP channel to
a DTC (direct to customer)/ retail channel. The internet virtualizes the traditional pattern of the HCPpatient
relationship. HCP customers shall sell products in unit volumes appropriate for individual personal
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c. Copyright and Trademark: The philosophy and integrity of the Douglas Laboratories brand must be
consistently protected at all times. Content displayed on the Douglas Laboratories website, in brochures,
advertisements, product packaging, product information sheets and other marketing materials are
copyrighted and trademarked. All content appearing on or associated with all privately labeled product, is
copyrighted and trademarked as well.
d. Brand Representation: The unauthorized use of copyrights, trademarks, logos, manufacturing images,
product images, copy or other Douglas Laboratories information on the internet without expressed consent
is prohibited. All photos, images, and product and/or company description content pertaining to or
describing Douglas Laboratories must be current and obtained from Douglas Laboratories directly. This
information cannot be pulled from the Douglas Laboratories website or other internet sources, unless
specifically directed in writing by Douglas Laboratories. This information may be updated and amended at
any time. Such amendments will be communicated via mail and/or email to all involved parties.
e. Internet Landscape: When listed on a website or online storefront for sale, the Douglas Laboratories
name or logo and all associated product information shall be displayed and classified as a “Healthcare
Practitioner Brand”. Examples of this include but are not limited to displaying the Douglas Laboratories
brand on a distinct page of the website entitled, “Healthcare Practitioner Brands”, or designating it as such
through a symbol or abbreviation when listed in the brand index.
f. Information Disclosure: All individuals or companies intending to resell Douglas Laboratories products
through the internet agree to disclose all ownership or association of any kind with other affiliated websites
of any type. Douglas Laboratories must be notified of any website or online storefront url changes,
launches, and/or storefront name changes prior to implementation. Websites where Douglas Laboratories
products are sold or advertised must provide access to the current and approved licensed HCP account
holder, including his/her complete phone number, email and office address contact information.
g. International Restrictions: Products are for distribution in the United States only. Due to international
supplement regulations and policies governing such products, and to protect the integrity and rights of our
international distributors, products cannot be shipped internationally.
h. Compliance with Laws: The HCP customer is solely responsible to comply with all applicable laws and
regulations where it advertises or sells Douglas Laboratories products.
i. Payment and Returns: Customers are to submit either prepaid check or credit card as method of
payment. Account terms are not permitted. Additionally, returns and/or credits will not be granted.
j. Amazon.com: Douglas Laboratories maintains an agreement with one exclusive Amazon.com retailer. Therefore, Douglas Laboratories products may not be advertised or sold on Amazon.com and any of its affiliates by anyone except for this retailer. Customers who violate this exclusive agreement are subject to immediate and permanent suspension of purchasing privileges.
k. Pricing Provisions: Authorized approved HCPs must abide by the Minimum Advertised Price (MAP)
Policy, as outlined in section III of this document when advertising the resale of Douglas Laboratories
III. Minimum Advertised Price (MAP) Policy
a. Liability: The Minimum Advertised Price (MAP) Policy applies to all customers including those that own, operate or manage websites, online clinics and pharmacies. The MAP policy applies to all printed and electronic advertisements of Douglas Laboratories products including but not limited to catalogs, brochures, websites, email solicitations, special offers, newsletters and electronic coupons or coupon codes. HCP customers agree to assume all liability and responsibility for the resale of products through the internet.
b. Advertising: Through the purchase of Douglas Laboratories products, customers agree not to advertise
through any medium of mass communication any product at less than the Suggested Retail Price (SRP) for
each respective product as listed on the Douglas Laboratories professional product list in effect at the time
of the advertising. This policy prohibits the advertising of any volume discount or other promotion that
would cause the per unit sales price to be advertised at less than the SRP. Similarly, any language referring
to or speaking of inferred discounts that a customer may receive through a website is prohibited. This does
not apply to advertising within a practitioner’s office setting. The “practitioner’s office setting” is defined
as the physical location where patients are medically seen and treated by the licensed HCP approved by
IV. Failure to Comply
In order to preserve brand integrity, Douglas Laboratories requires compliance with the terms and
conditions outlined in this policy. If a customer fails to comply with the terms of Section II., a. through k.,
Douglas Laboratories shall notify them via phone, email or standard mail of the violation and immediately
place the customer’s account on hold until the customer has come into compliance. Failure to comply with
the MAP policy in Section II., k., and Section III., may result in temporary revocation of the customer’s
wholesale purchasing privileges, suspension of the account or termination of the account. Douglas
Laboratories reserves the right to revoke the customer’s wholesale price purchasing privileges and/or
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terminate the account of any customer in violation of any of the terms or conditions outlined in this policy
with or without prior notice. Violation of any such terms automatically forfeits the account holder’s ability
to purchase products in any capacity.
Pure Encapsulations, Inc.
United States Minimum Advertised Price Policy
Effective November 13, 2017
Pure Encapsulations, Inc. (“Pure Encapsulations”) has determined that advertising its products at a price below levels that Pure Encapsulations deems sufficient to support a high level of service discourages the commitment and investment of our customers in the brand and undermines Pure Encapsulations’ trade reputation, brand, and image within the target consumer population. To this end, Pure Encapsulations has adopted this unilateral Minimum Advertised Price (“MAP”) Policy (the “Policy”), which applies to all authorized sellers of Pure Encapsulations products in the United States (hereinafter “Resellers”).
The MAP will be established solely by Pure Encapsulations and communicated to Resellers of Pure Encapsulations products. The MAP for each product is equal to the retail price listed for each product on www.pureencapsulations.com. If Pure Encapsulations changes the MAP on any Product, it will provide at least 30 days’ notice to Resellers before such change takes effect.
This Policy does not constitute an agreement between any Reseller or other party and Pure Encapsulations. Each Reseller must independently choose whether to comply with the terms of this Policy. Pure Encapsulations neither solicits nor will it accept any assurance of compliance with this Policy from any Reseller or other party. This Policy is not negotiable and will not be altered for any individual Reseller.
It is a violation of this Policy for a Reseller to advertise any Pure Encapsulations Product(s) at a price lower than the published MAP. Although Pure Encapsulations is not directing any Reseller to require that its customers comply with this Policy, a violation of this Policy by any such third party will constitute a violation by the Reseller.
This Policy applies to all advertisements of Pure Encapsulations products in any and all media as well as any advertising within brick and mortar and other selling venues. An “advertisement” includes any and all promotional or pricing information displayed via any type of media including, but not limited to, all website pages and banners, social media, emails, blogs, newspapers, catalogs, magazines, flyers, brochures, television, radio ads, billboards, electronic coupons, coupon codes, and any other marketing or promotional materials. Professionals who operate web-stores exclusively for their direct patients may advertise Pure Encapsulations products at below MAP only if the discounted price is not visible to any customer who is not logged in with a password-protected email. Additionally, passwords cannot be made available online, via a broadcast email, or through any other means by which a password is shared beyond the Professional’s direct patients.
Direct or indirect attempts to circumvent this Policy will be considered a violation of this Policy. Such attempts may include, but are not limited to:
i. Coupons, discounts, rebate offers, or other inducements that advertise a price lower than the MAP;
ii. The advertising of any volume discount or other promotion that would cause the per unit sales price to be advertised at less than the MAP;
iii. Bundling Pure Encapsulations products with other products or services when such bundling has the effect of reducing the advertised price of the Pure Encapsulations product below the MAP;
iv. Statements or other indications on a website or in other promotional materials that indicate or imply that a lower price may be found at the online checkout stage, including but not limited to, “See Price in Cart,” “Add to Cart to See Price” or other similar features; and
v. Any other Reseller-initiated communication or form of advertisement that has the effect of advertising a price below the MAP, such as a price-off coupon, storewide sale, promotional code or other similar items that can be applied to Pure Encapsulations products or from which Pure Encapsulations products are not excluded. However, price-off coupons or promotional codes that are found on the products or their packaging and accessible only after a product has been purchased are not “advertising” under this Policy, and a Reseller’s use of such promotional methods is not a violation of this Policy.
It is not a violation of this Policy to advertise that a customer may “call for price” or “email for price” or use similar language as long as no price is listed. Use of phrases that advertise “the lowest prices,” “will match or beat competitor’s prices,” or similar phrases also do not violate this Policy so long as the Reseller does not include any advertised price below the MAP.
This Policy does not affect the prices that a Reseller may charge for Pure Encapsulations products. Resellers are free to sell Pure Encapsulations products at any price they choose. This Policy applies only to Resellers’ advertised prices, not selling prices.
Pure Encapsulations reserves the right to impose penalties if Pure Encapsulations, in its sole discretion, believes that:
i. A Reseller has violated the provisions of this Policy; or
ii. A Reseller has engaged in any activity that Pure Encapsulations determines, in its sole discretion, is designed or intended to circumvent the intent of this Policy.
Specifically, Pure Encapsulations will take the following actions, which apply to all Resellers, should a Reseller fail to comply with the Policy:
i. For a Reseller’s first violation of the Policy, Pure Encapsulations will issue a warning notifying the Reseller of the noncompliance.
ii. For a Reseller’s second violation of the Policy, Pure Encapsulations will place the account on shipping hold for 30 days.
iii. For a Reseller’s third violation of the Policy, Pure Encapsulations will terminate its business relationship with the Reseller.
No Pure Encapsulations employee or agent is authorized to modify, interpret, or grant exceptions to this Policy with any Reseller. No person has the authorization to modify this Policy or to solicit or obtain agreement of any person to this Policy, and any such modification or agreement is invalid. Any questions about this Policy should be submitted in writing and directed to Pure Encapsulations’ MAP Liaison at MAP@atrium-innovations.com.
The Policy will be enforced by Pure Encapsulations in its sole discretion and without notice. Resellers have no right to enforce the Policy. Violations of this Policy may result in the aforementioned sanctions up to and including termination of our business relationship.
This Policy may be updated, revised, suspended, terminated, reinstituted, or modified at any time by Pure Encapsulations in its sole discretion. Pure Encapsulations shall make any such modifications available to all authorized Resellers.
Pure Encapsulations Corporate Internet Reseller Policy
(Effective November 13, 2017)
This Pure Encapsulations, Inc. Authorized Reseller Policy (the “Reseller Policy”) applies to all Authorized Resellers (“Resellers”) of Pure Encapsulations, Inc. (“PE”) products (the “Products”) in the United States. The Policy is effective immediately. By purchasing Products from an Authorized PE Distributor for retail sale, you (“Reseller”) agree to adhere to the following terms and conditions.
1. Manner of Sale. Reseller is authorized to offer Products purchased from an Authorized PE Distributor for retail sale in accordance with the terms herein. Sales in violation of these terms are strictly prohibited and may result in PE’s immediate revocation of Reseller’s status as an Authorized Reseller, in addition to other remedies. Products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain PE promotions, services, and/or benefits, including, unless prohibited by law, coverage under any PE Product guarantees.
1.1 Reseller shall sell Products solely to end users of the Products. Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.
1.2 Reseller shall not sell, ship, invoice, or promote the Products outside the United States without obtaining PE’s prior written consent.
1.3 Reseller shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of PE. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person or entity Reseller knows or has reason to know intends to re-sell the Products.
1.4 Reseller shall not offer Products for sale or fulfill sales of Products through any website without the prior written consent of PE, which is granted solely through execution by PE of the Authorized Online Seller Agreement. Execution by PE of the Authorized Online Seller Agreement constitutes the only authorized means of providing consent to sell Products online. No PE employee or agent may authorize online sales through oral statements, other written agreement, or by any other means. Selling on third-party marketplace sites, including eBay, Walmart Marketplace, Sears Marketplace, and Jet, or through drop-ship accounts (e.g. Rakuten, Newegg, Overstock), classified sites (e.g. Craigslist, Facebook Marketplace), or social media is strictly prohibited. PE maintains an agreement with one exclusive Amazon.com retailer. Therefore, the Products may not be advertised or sold on Amazon.com or any of its affiliates by anyone except this retailer. Any Reseller that violates this exclusive agreement is subject to immediate and permanent suspension of purchasing privileges.
2. Product Inspection. Reseller shall inspect Products upon receipt and during storage for damage, defect, evidence of tampering, or other non-conformance. Reseller must also confirm that product seals have not been broken. If any defect is identified, Reseller must not offer the Product for sale and must report the defect to PE at 800-753-2277. Furthermore, Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from inventory. Reseller shall not sell expired Products.
3. Product Storage and Handling. Reseller shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by PE.
4. Alterations Prohibited. Reseller shall sell Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to the Products or their packaging is prohibited. Reseller shall not tamper with, deface, or otherwise alter serial numbers, lot or batch codes, or other identifying information on Products or packaging. Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is also prohibited.
5. Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller shall communicate all safety information to consumers and cooperate with PE with respect to any Product recall.
6. Customer Service. Reseller must be able to accurately describe, demonstrate, and sell each Product kept in inventory and be able to advise patients and/or clients on how to use the Products safely and properly. Reseller must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly. Resellers must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of PE.
7. Consumer Confusion. Resellers are prohibited from advertising, marketing, displaying, or demonstrating non-Pure Encapsulations products together with PE Products in a manner that would create the impression that the non-Pure Encapsulations products are made by, endorsed by, or associated with PE.
8. Compliance with Applicable Laws. Resellers shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. This requirement includes any and all consumer safety- or consumer protection-related laws, including, but not limited to California Proposition 65.
9. Use of Pure Encapsulations Intellectual Property. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the PE brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property related to the Products (the “PE Trademarks”) solely for purposes of marketing and selling the Products as set forth herein, and this license shall cease immediately upon termination of a Reseller’s status as an Authorized Reseller. PE may review, approve, and/or reject, in its sole discretion, a Reseller’s use of the PE Trademarks at any time. All goodwill arising from Reseller’s use of the PE Trademarks shall inure solely to the benefit of PE.
10. Termination. If a Reseller violates any provision of the Reseller Policy, PE reserves the right to terminate Reseller’s status as an Authorized Reseller in addition to all other available remedies. Upon termination of Reseller’s status, Reseller shall immediately cease selling the Products, representing itself as an Authorized Reseller of PE Products, and all use of anything that may give the impression that Reseller is an Authorized Reseller of PE Products or has any affiliation whatsoever with PE.
11. Availability of Injunctive Relief. If there is a breach or threatened breach of paragraphs 1 through 10 of this Reseller Policy, it is agreed and understood that PE shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Reseller Policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Reseller Policy. No failure, refusal, neglect, delay, waiver, forbearance, or omission by PE to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision or otherwise limit PE’s right to fully enforce any or all provisions and parts thereof.
12. Modification. PE reserves the right to update, amend, or modify this Reseller Policy at any time.
13. WARRANTY DISCLAIMER. PE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. PE SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
14. Miscellaneous. This Reseller Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Reseller Policy, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Middlesex County, Massachusetts. If any provision of the Reseller Policy is held contrary to law, the remaining provisions shall remain valid.
15. PE has a unilateral Minimum Advertised Price Policy (“MAP Policy”) that applies to all resellers of PE Products located within the United States. This paragraph is intended to inform you of the MAP Policy. It does not constitute consideration for any agreement between you and PE, and does not separately constitute an agreement between you and PE regarding the prices you will charge your customers for the Products. PE does not seek, nor will it accept, from Reseller any assurance of compliance with the MAP Policy.
Protocol For Life Balance - Minimum Advertised Pricing (MAP) Policy
September 1, 2011
AFFECTED PRACTITIONER CUSTOMERS
MINIMUM ADVERTISED PRICE (MAP)
Protocol for Life Balance ("Protocol") has implemented a Minimum Advertised Price Policy ("Policy") which prohibits advertising any Protocol For Life Balance product at less than suggested retail pricing. Protocol has unilaterally adopted this Policy to ensure protection of its brand equity and to preserve its intellectual property in its Protocol For Life Balance name, and to maximize the effectiveness and efficiency of Protocol's distribution channels and its Customers' investment in Protocol For Life Balance products.
Under this Policy, "advertising" includes internet, print, radio, television, direct mail and catalogs. This Policy does not apply to advertising within a practitioner's office and e-mail advertising to a private patient base. "Patient" is defined as an individual who is treated and monitored in the practitioner's office.
All Customers remain free to determine and establish, in their sole and absolute discretion, their own retail or resale price for Protocol For Life Balance products. This policy also does not apply to any promotional values that do not affect the suggested retail price such as "free shipping" or including a free or discounted product bundled with the Protocol For Life Balance product, provided the discounted product is not a Protocol For Life Balance product covered under this policy.
VIOLATIONS OF POLICY
All Customers who violate this Policy will be so notified by Protocol via phone, e-mail or standard mail, and will be given ten (10) days' notice to become more compliant. After the end of the ten (10)-day notice period, if the problem is not rectified, Protocol reserves the right to discontinue fulfilling orders. If a Customer violates the above conditions on more than one occasion, Protocol reserves the right to immediately revoke the Customer's wholesale price privileges without any liability to Protocol. Protocol may, without notice, take such other and additional action as it deems appropriate and necessary against Customers that violate the above conditions without any liability to Protocol. Protocol reserves the right not to sell any products to any Customer that is affiliated with a website or sells to a third-party website that violates this Policy, or in Protocol's sole opinion, disparages Protocol or its Protocol For Life Balance products or diminishes the brand. Each Customer is free to independently decide whether or not to follow this Policy; however, violations of this Policy may result in the above-mentioned actions.
Protocol will not discuss any conditions of acceptance related to this Policy as it is non-negotiable and will not be altered for any Customer. No employee or sales representative of Protocol is authorized to discuss this Policy nor does any employee or sales representative have the authority to modify or alter this Policy. Nothing in this Policy is intended to constitute an Agreement between Protocol and any of its Customers. Protocol may modify this Policy or any of its suggested retail prices, or discontinue this Policy at any time, for any reason, in the sole discretion of Protocol.
Ayush Herbs IMAP Policy
Ayush Herbs®, Inc. | 2239 152nd AVE NE Redmond,
Ph :(800)9251371 Fax :(425)4512670
www.ayush.com | firstname.lastname@example.org
Ayush Herbs®, Inc. is requiring a new minimum advertised price (MAP)* policy which has taken effect as of January 2017 and applies to all of our valued customers, including those operating websites, on-line clinics and pharmacies. Understanding that our partners and vendors provide professional services through a variety of methods including office dispensaries, practitionerrelated storefronts, and the Internet, we believe that this policy will help secure the integrity of our product line while supporting an equitable and competitive environment for all of our customers. The highlights of this policy include:
● Ayush Products should not be advertised and sold at less than the Suggested Retail Price (SRP) on all E- commerce platforms including Amazon.com, EBay and others.
● This policy prohibits volume discounts or other promotions that would cause the unit price to be less than SRP*
● Advertising includes the Internet, catalogs, flyer's, emails and mailings, etc.
● Noncompliance will result in a “hold” on the account and potential loss of future purchasing privileges
● Ayush products must check-out at or above the Suggested Retail Price, found on our price list.
● Ayush requires that all resellers (including amazon, ebay) of Ayush products adhere to Minimum Advertised Pricing (MAP). The MAP is the Suggested Retail Price, found in our current price list attached below.
● Ayush Herbs reserves the right to change or modify this policy at any time. *The MAP Policy does not apply to advertising within a practitioner’s office setting or practitioner’s print and email advertising to a private patient base. “Patient” is defined as an individual who is treated and monitored in the practitioner’s office.
We want to thank you for your continued interest in and support of Ayush Herbs®, Inc. We consider you part of our family in the sharing of Ayurvedic principles and high quality Ayurvedic products and look forward to our continued partnership.
Nutritional Fundamentals for Health Inc. Internet Reseller Policy
3405 F.-X Tessier, Vaudreuil-Dorion, QC J7V 5V5
Tel. : (450) 510-3123 / 1-866-510-3123
Fax. : (450) 510-3130 / 1-866-510-3130
As of May 1st, 2018 NFH will be implementing an important change to the Internet Reseller Policy. The new policy is being implemented to assist in protecting practitioners and their dispensaries and ensure that prices advertised online must all be of equal value.
We are asking all account holders who have an online dispensary to ensure that all product prices are listed as the Suggested Patient Pricing. There will no longer be a 10% allowance. These prices are located on our price list next to the wholesale pricing.
Keeping in line with our retail policies, anyone ordering a product online must be verified as either being a patient of the practitioner or having been given a prescription for the product by a health care practitioner. Therefore, there must be a professional line only disclaimer for each of our products as well as having a place where the name of the recommending practitioner is of our products as well as having a place where the name of the recommending practitioner is entered before checking an item or order out. Products cannot be advertised as a sale or promotional product.
As many patients/clients are looking for products on-line, this policy is designed to protect our valued clients and ensure that patients are being properly monitored while using NFH products. If you currently have products available on-line and do not meet the above outlined criteria please make any changes necessary to comply. NFH maintains the right to terminate sales to clients who do not comply with our policies. Should you have any questions or concerns regarding our internet policies please don't hesitate to contact us at 1-866-510-3123 or email@example.com.
NUTRACEUTICAL CORPORATION MINIMUM ADVERTISED PRICE POLICY
Nutraceutical Corporation Minimum Advertised Price Schedule Minimum Advertised Price (MAP) is the suggested retail price (SRP) for all products within the Brand List below:
Nutraceutical Corporation (“Nutraceutical”) has determined that certain advertising practices undermine Nutraceutical’s trade reputation, brands, and premium image within the target consumer population and discourage Nutraceutical’s resellers from investing in Nutraceutical’s brands and providing the best possible service and support to consumers. Accordingly, to protect the integrity of the Nutraceutical brands referenced on the attached Nutraceutical Corporation Minimum Advertised Price Schedule (the “Brands”), Nutraceutical has adopted this unilateral Minimum Advertised Price Policy (the “Policy”), which applies to authorized resellers of products within the Brands (“Covered Products”).
The Policy applies to all advertisements of the Covered Products. The Nutraceutical Corporation Minimum Advertised Price Schedule will be made available to all resellers and may be amended by Nutraceutical in its sole discretion at any time.
Nutraceutical is solely responsible for establishing the minimum advertised price (“MAP”) for
each Covered Product and communicating the MAP to all resellers. While resellers remain free
to advertise and sell all Covered Products at any price they deem appropriate, it is a violation of
this Policy for a reseller to advertise any Covered Product at a price lower than the MAP. Such
advertisements include, but are not limited to:
i. Offering coupons, discounts, reseller rebates, or other inducements that, when applied, result in a price lower than the MAP, including through use of a storewide sale, promotional code, or other similar provision that can be applied to Covered Products.
ii. Bundling Covered Products with other products or services (whether made by or provided by Nutraceutical or another entity) in a manner that implies below-MAP pricing for the bundled Covered Product.
iii. Strikeouts or strikethroughs of pricing information, “see price in cart,” or other statements that suggest that a lower price for a Covered Product may be found at the final online checkout stage.
iv. Permitting any third-party to alter the advertised price for any Covered Product.
Direct or indirect attempts to circumvent this Policy also violate this Policy; however, it is not a violation to advertise that a customer may “call for price,” “text for price,” or “email for price” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.
For purposes of this Policy, the terms “advertise” and “advertisement” include all promotional or pricing information displayed to consumers within the United States of America for the purpose of making sales for delivery within the United States of America, via any type of online or digital media, including, but not limited to, websites, blogs, social media, affiliate marketing networks/comparison shopping engines, reseller-initiated text messages or emails to customers 2 or prospective customers, mobile/smart phone applications, banner ads, online product ads, paid search ads, pay-per-click ads, display ads, mobile ads, product listing ads, sponsored links, and ads or other marketing or promotional materials in any other media in a digital format that is communicated or conveyed via the Internet.
Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this Policy. The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information. Pricing information in the “shopping cart” or “checkout” stages must be obscured technically so that it is not retrievable by shopping and pricing engines, and not displayed on search page results within the reseller’s own website.
From time to time, Nutraceutical may announce MAP holidays or promotions that are applicable to all resellers, during which periods a reseller that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy. Nutraceutical will notify all resellers of any such authorized promotions, generally not fewer than 30 days in advance.
Further, the advertisement of free or reduced-price shipping is not a violation of this Policy as long as such offer applies to all or almost all other products offered by a reseller in the same product category.
This Policy does not constitute an agreement between Nutraceutical and any other entity.
Nutraceutical neither solicits nor will it accept any assurance of compliance with this Policy from
any reseller or other party. Each reseller must independently choose whether to comply with the
terms of this Policy. This Policy is not negotiable and will not be altered for any individual
reseller. This Policy applies only to advertised prices and does not affect the prices that a reseller
may charge for Covered Products.
Nutraceutical will take the following actions against any reseller that fails to comply with this Policy with respect to the advertisement of any Covered Product:
i. For a reseller’s first violation of the Policy, Nutraceutical will notify the reseller in writing of such failure and will immediately place the reseller’s account on shipping hold for thirty (30) days. Nutraceutical will revoke its acceptance of any pending orders, cancel any pending shipments to the reseller, and not accept any new orders from reseller during this 30-day period.
ii. For a reseller’s second violation of the Policy during a 12-month period following the
first violation, Nutraceutical will notify the reseller in writing of such failure and will
immediately place the reseller’s account on shipping hold for ninety (90) days.
Nutraceutical will revoke its acceptance of any pending orders, cancel any pending
shipments to the reseller, and not accept any new orders from reseller during this 90-
iii. For a reseller’s third violation of the Policy during a 12-month period following the
first violation, Nutraceutical will terminate its business relationship with the reseller.
Nutraceutical will revoke its acceptance of any pending orders and cancel any
pending shipments to the reseller.
The Policy will be enforced by Nutraceutical in its sole discretion and without notice. Resellers
have no right to enforce the Policy.
Nutraceutical may update, revise, suspend, terminate, reinstitute, or modify this Policy at any time in its sole discretion. Nutraceutical shall make any such modifications available to all authorized resellers. If Nutraceutical changes the MAP on any Product, it will provide at least 14 days’ notice to resellers before such change takes effect.
No Nutraceutical employee or agent, including a reseller’s sales representative, is authorized to modify, interpret, or grant exceptions to this Policy; solicit or obtain the agreement of any person to this Policy; or otherwise discuss any aspect of this Policy with any reseller, including that reseller’s or any other reseller’s compliance with the terms of the Policy. Any questions about this Policy should be submitted in writing and directed to Nutraceutical’s MAP Policy Administrator at firstname.lastname@example.org. Nutraceutical will accept no other form of communication from resellers regarding the Policy.
This Policy is effective December 15, 2018 and supersedes all prior Nutraceutical policies and/or
representations regarding minimum advertised prices or resale prices for Covered Products
applicable to any reseller. To the extent that any provision, term, or agreement governing the
relationship between Nutraceutical and any reseller may be construed in a manner that is
inconsistent with the terms of this Policy, the terms of this Policy control.
NUTRACEUTICAL CORPORATION AUTHORIZED PRACTITIONER SUPPLEMENTAL TERMS AND CONDITIONS OF SALE
Nutraceutical Corporation (“Nutraceutical”) has implemented these Nutraceutical Corporation Authorized Practitioner Supplemental Terms and Conditions of Sale (“Terms”), which apply to Practitioners authorized to sell Nutraceutical products under the AllVia, NutraBiogenesis, CompliMed, and Oakmont Labs brand names (“Products”) in the United States of America. By purchasing Products from Nutraceutical for retail sale, you (hereinafter “Practitioner,” “you,” or “your”) agree to adhere to the following terms. These supplement the Nutraceutical Terms and Conditions of Sale found at www.nutraceutical.com/terms. Please read these terms carefully. Until such status is otherwise revoked by Nutraceutical in Nutraceutical’s sole and absolute discretion, Practitioner shall be considered an “Authorized Practitioner” hereunder. These Terms are effective as of November 15, 2018.
1. Purchase Orders and Products. Orders for Products (“Purchase Orders”) made by Practitioner
shall be handled pursuant to Nutraceutical’s then-current product order, shipment, and return procedures,
which may be amended by Nutraceutical at any time in its sole and absolute discretion. Nutraceutical
reserves the right to reject any Purchase Order, in whole or in part, for any reason. Nutraceutical reserves
the right, at any time in its sole and absolute discretion and without any obligation, liability or advance
notice to Practitioner, to discontinue the sale of or limit the production of any Product, to terminate or
limit deliveries of any Product, to alter the design or composition of any Product, and to add new and
additional products to or delete existing Products from its product lines.
2. Manner of Sale. Practitioner shall sell the Products only as set forth herein. Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under Nutraceutical’s Product warranties or guarantees.
(a) Authorized Customers. Practitioner shall sell Products solely to End Users of the Products. An “End User” is any purchaser of the Product(s) who is the ultimate consumer of the Product and who does not intend to resell the Product to a third party. Practitioner shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use. Practitioner shall not sell or transfer any of the Products to any person or entity for resale without the prior written consent of Nutraceutical. This includes sales to retailers, online retailers (e.g., Amazon.com, Groupon.com, Jet.com, etc.), B2B accounts, wholesalers, freight forwarders/drop shippers for other Practitioners, or any other person or entity Practitioner knows or has reason to know intends to resell the Products.
(b) Geographic Location of Sales. Practitioner shall not sell, ship or invoice Products to
customers outside of the United States of America without the prior written consent of Nutraceutical.
(c) Online Sales
(i) Practitioner is permitted to market for sale or sell the Products on the Internet
through Permissible Websites. A “Permissible Website” is a website that (i) is operated by Practitioner in
Practitioner’s legal name; (ii) conspicuously states Practitioner’s full legal name, mailing address,
telephone number, and email address; (iii) does not give the appearance that it is operated by
Nutraceutical or any third party; and (iv) does not include in its domain name (including any top-level
domain or subdomain) any Nutraceutical trademark or product name nor a misspelling of any
Nutraceutical trademark or product name. Nutraceutical reserves the right to terminate, at any time and in
its sole discretion, its approval for Practitioner to market and sell Products on the Permissible Websites,
and Practitioner must cease all such marketing and sales on the Permissible Websites immediately upon
notice of such termination. Practitioner shall not market or offer for sale the Products on or through any
publicly accessible website other than a Permissible Website, including, without limitation, any thirdparty
marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears
Nutraceutical Corporation Authorized Practitioner Supplemental Terms and Conditions of Sale 2
Marketplace, without the prior written consent of Nutraceutical. Execution by Nutraceutical of the
Nutraceutical Corporation Authorized Online Seller Agreement constitutes the only means of providing
consent to sell the Products online on other publicly accessible websites. No Nutraceutical employee or
agent can authorize such online sales through oral statements, other written agreement, or by any other
means. These Terms supersede any prior agreement between Nutraceutical and Practitioner regarding the
sale of the Products online. Any authorization previously granted to Practitioner by Nutraceutical to sell
the Products online is hereby revoked.
(ii) With respect to sales of Products through the Permissible Websites, Practitioner
shall be responsible for all fulfillment to its customers, any applicable taxes associated with such
individuals’ purchases of Products, and any returns of Products. Practitioner agrees not to use any thirdparty
fulfillment service to store inventory or fulfill orders for the Products unless separately authorized
by Nutraceutical in writing. Further, Practitioner agrees not to represent or advertise any product as
“new” that has been returned or repackaged.
(iii) By selling Products through a Permissible Website, Practitioner represents and warrants that the Permissible Websites are and will remain in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards, including, but not limited to, the World Wide Web Consortium Web Content Accessibility Guidelines 2.0 (at the AA level, or, in the absence of a AA level standard, at the A level) and the Payment Card Industry Data Security Standard (“PCI DSS”). Practitioner further represents and warrants that it maintains detailed privacy policies and is, and will remain, in compliance with its privacy policies and the requirements of any contract to which Practitioner is a party. Further, Practitioner represents and warrants that it has implemented and maintains written information security guidelines, which will include physical, administrative and technological controls designed to prevent the unauthorized access to, disclosure, destruction, or loss of personally identifying information.
(iv) In marketing the Products on the Permissible Websites, Practitioner shall only
use images of Products either supplied by or authorized by Nutraceutical and shall keep all Product
descriptions up to date. Practitioner’s use of the Nutraceutical IP (as hereinafter defined) on the
Permissible Websites shall be in conformance with any guidelines that may be provided by Nutraceutical
and must be commercially reasonable as to the size, placement, and other manners of use.
(d) Sales Practices and Inventory. Practitioner shall support Nutraceutical’s sales programs
and use best efforts to advertise, promote, market and sell the Products to its authorized customers and, as
applicable, meet or exceed minimum sales commitments. Practitioner shall conduct its business in a
reasonable and ethical manner at all times, whether engaged in the sale of Nutraceutical Products or other
products, and shall not engage in any deceptive, misleading or unethical practices or advertising at any
time, nor make any warranties or representations concerning the Products except as expressed or
authorized by Nutraceutical. Practitioner shall comply with any and all applicable laws, rules,
regulations, and policies related to the advertising, sale and marketing of the Products. Further,
Practitioner shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt
and efficient delivery of Products to, its customers.
(e) Product Packaging and Display. Practitioner shall sell Products in their original
packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of
products), and other alterations are not permitted. Tampering with, defacing, or otherwise altering any
serial number, UPC code, batch or lot code, or other identifying information on Products or their
packaging is prohibited. Practitioner shall not remove, translate, or modify the contents of any label or
literature on or accompanying the Products. Practitioner shall not advertise, market, display, or
demonstrate non-Nutraceutical products together with the Products in a manner that would create the impression that the non-Nutraceutical products are made by, endorsed by, or associated with
(f) Customer Service. Practitioner and Practitioner’s sales personnel shall be familiar with
the special features of all Products marketed for sale and must obtain sufficient Product knowledge to
advise End Users on the selection and safe use of the Products, as well as any applicable warranty,
guarantee, or return policy. Practitioner shall be available to respond to customer questions and concerns
both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.
Practitioner and Practitioner’s agents must represent the Products in a professional manner and refrain
from any conduct that is or could be detrimental to the reputation of Nutraceutical. Practitioner agrees to
cooperate fully with Nutraceutical in any investigation or evaluation of such matters.
3. Product Care and Quality Controls. Practitioner shall care for the Products as set forth herein.
(a) Product Storage and Handling. Practitioner shall exercise due care in storing and
handling the Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat,
and dampness, and adhere to any additional storage and handling guidelines specified by Nutraceutical
from time to time.
(b) Product Inspection. Promptly upon receipt of the Products, Practitioner shall inspect the
Products for damage, defect, broken seals, or other nonconformance (collectively, “Defects”). If any
Defect is identified, Practitioner must not offer the Product for sale, and must promptly report the Defect
to Nutraceutical at email@example.com. Practitioner shall inspect its inventory regularly for
expired or soon-to-be expired Products and shall remove those Products from its inventory. Practitioner
shall not sell any Products that are expired.
(c) Recalls and Consumer Safety. To ensure the safety and well-being of the End Users of
the Products, Practitioner shall cooperate with Nutraceutical with respect to any Product recall or other
consumer safety information dissemination effort. Should Practitioner learn of any incident that could
reflect or indicate a safety concern associated with any Product, Practitioner shall promptly report the
incident or other information learned to Nutraceutical at firstname.lastname@example.org.
4. Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY SECTION OF THE DOCUMENTS ACCOMPANYING THE PRODUCTS OR IN PRODUCT LITERATURE FURNISHED BY NUTRACEUTICAL CONTAINING PRODUCT WARRANTIES, AS IN EFFECT FROM TIME TO TIME (THE “STATEMENT OF WARRANTY”), NUTRACEUTICAL MAKES NO REPRESENTATION OR WARRANTY TO PRACTITIONER OF ANY NATURE OR KIND REGARDING THE PRODUCTS. NUTRACEUTICAL DISCLAIMS ALL OTHER WARRANTIES TO PRACTITIONER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. NUTRACEUTICAL’S SOLE OBLIGATION AND LIABILITY TO PRACTITIONER IN RESPECT OF ITS WARRANTY AS SET FORTH IN THE STATEMENT OF WARRANTY SHALL BE, AT ITS OPTION, TO REPAIR OR REPLACE THE RELEVANT PRODUCT AT ITS COST.
5. Intellectual Property. Practitioner acknowledges and agrees that Nutraceutical owns or is the
exclusive licensee of all proprietary rights in and to the Nutraceutical brands, names, logos, trademarks,
service marks, trade dress, copyrights, and other intellectual property related to the Products (the
“Nutraceutical IP”). Practitioner is granted a limited, non-exclusive, non-transferable, revocable license
to use the Nutraceutical IP solely for purposes of marketing and selling the Products as set forth herein.
This license will cease immediately upon termination of Practitioner’s status as an Authorized Practitioner. Nutraceutical reserves the right to review and approve, in its sole discretion, Practitioner’s
use or intended use of the Nutraceutical IP at any time, without limitation. All goodwill arising from
Practitioner’s use of the Nutraceutical IP shall inure solely to the benefit of Nutraceutical or to the owner
of the respective Nutraceutical IP at issue.
6. Termination. In addition to all other available remedies, if Practitioner breaches any of the
Terms, Nutraceutical reserves the right to terminate the Terms immediately in addition to all other
available remedies. Upon termination, Practitioner will immediately lose its status as an Authorized
Practitioner and shall immediately cease (i) selling the Products; (ii) acting in any manner that may
reasonably give the impression that Practitioner is an Authorized Practitioner of Nutraceutical Products or
has any affiliation whatsoever with Nutraceutical; and (iii) using all Nutraceutical IP.
7. Indemnification. Except as otherwise provided herein, Practitioner shall, and hereby does,
indemnify, defend, save and hold harmless Nutraceutical, and its directors, officers, employees,
shareholders, partners, counsel, auditors, accountants, agents, advisors and all other representatives and
each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all
losses, liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses,
damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or
unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (a)
any breach of, or failure to perform, any term, covenant or condition in the Terms by Practitioner, or (b)
the negligence or willful misconduct of Practitioner or its officers, employees, agents or contractors.
8. Limitation of Liability. NUTRACEUTICAL SHALL NOT BE LIABLE TO PRACTITIONER
UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. NUTRACEUTICAL’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 PRACTITIONER TO NUTRACEUTICAL
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.
9. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a
breach or threatened breach of Sections 2 (Manner of Sale), 3 (Product Care and Quality Controls), 5
(Intellectual Property), or 6 (Termination) of the Terms, it is agreed and understood that Nutraceutical
will have no adequate remedy in money or other damages at law. Accordingly, Nutraceutical shall be
entitled to injunctive relief and other equitable remedies; provided, however, no specification in the
Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the
event of a breach or threatened breach of the Terms. No failure, refusal, neglect, delay, waiver,
forbearance, or omission by Nutraceutical to exercise any right(s) herein or to insist upon full compliance
by Practitioner with Practitioner’s obligations herein shall constitute a waiver of any provision herein or
otherwise limit Nutraceutical’s right to fully enforce any or all provisions and parts thereof.
10. Audit. Nutraceutical reserves the right to audit and/or monitor Practitioner’s activities for
compliance with the Terms, including, but not limited to, inspection of Practitioner’s facilities and records
concerning the Products.
(a) Modifications. Nutraceutical reserves the right to update, amend, or modify the Terms
upon written or electronic notice to Practitioner. Unless otherwise provided, such amendments will take
effect immediately and Practitioner’s continued use, advertising, offering for sale, or sale of the Products,
use of the Nutraceutical IP, or use of any other information or materials provided by Nutraceutical to
Practitioner under the Terms following notice of the amendments will be deemed Practitioner’s
acceptance of the amendments.
(b) Waiver. No waiver of any breach of any provision of the Terms shall constitute a waiver
of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it
constitute a course of dealing and no waiver shall be effective unless made in writing.
(c) Practitioner Contact Information. Practitioner agrees to maintain accurate and up-todate
company information and to promptly notify Nutraceutical of any change to its telephone number,
mailing address, or email address.
(d) Force Majeure. Nutraceutical shall not be deemed to be in breach hereof or liable to
Practitioner in any manner on account of any delay in delivery or other performance caused in whole or in
part by, or otherwise materially related to, the occurrence of any contingency beyond Nutraceutical’s
control, including without limitation, fire, flood, terrorist threats or acts, riot or other civil unrest, war,
invasion, hostilities, strikes or other labor disputes, embargoes or transportation delays, shortage of labor,
inability to secure fuel, energy, materials, supplies or power at reasonable prices from regular sources or
on account of shortages thereof, delays or failures of any of Nutraceutical’s suppliers to deliver, acts of
God or of a public enemy, the effect of any existing or future laws, acts or regulation of any applicable
federal, state or local government, or any other commercial impracticability.
(e) Severability. If any provision of the Terms is held contrary to law, the remaining
provisions shall remain valid.
(f) Survival. The following provisions shall survive the termination of the Terms: Section 5
(Intellectual Property); Section 7 (Indemnification); Section 11(f) (Survival); Section 11(g) (Governing
Law and Venue); and Section 11(h) (Waiver of Jury Trial).
(g) Governing Law and Venue. The validity, construction and performance of the Terms
and the transactions to which they relate will be governed by the laws of the State of Utah without regard
to conflict of law principles. All actions, claims of legal proceedings in any way pertaining to the Terms
or such transactions will be commenced and maintained in the courts of Utah or in a federal court of the
United States physically situated in Utah.
(h) 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.