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Reseller Registration Agreement
In consideration of the mutual promises and covenants contained herein, which are hereby acknowledged by the Parties to be sufficient, the Parties agree as follows:
1) Reseller Pricing Restrictions:
a) Pricing - Reseller agrees that its resale pricing may not undercut the prices set by BodyHealth for its direct sales to health care practitioners or to the general public. The current retail price and volume discounts, which are valid until such time as notice of price changes are given in writing, will be supplied upon completion of this Agreement.
2) Restrictions Upon Reseller:
a) Trademarks/Name - Reseller understands and acknowledges that product names are trademarks that belong to BodyHealth, and Reseller shall only market the products with a superscript ™, or other such mark as shall be established by BodyHealth. Reseller also agrees to use the name BodyHealth to show the origin of the product, but for no other purpose.
b) Trade Secrets - Reseller understands and agrees that the terms of this agreement, including the wholesale pricing available to Reseller under this Agreement, are trade secrets and confidential, as well as any information as to the composition/manufacture of BodyHealth products, or business or trade practices of BodyHealth. Reseller shall not disclose this information, terms or prices to any third party. Reseller acknowledges that disclosure could undermine BodyHealth's business position. A violation of this section shall be a material violation of this Agreement, and shall entitle BodyHealth to obtain a temporary restraining order and then permanent injunction or order enjoining Reseller from violating any of the provisions of this Agreement. Such exercise shall not be an exclusive remedy, and BodyHealth shall be entitled to all further relief and damages allowed under local state and federal laws. This confidentiality provision shall remain in full force and effect for a two (2) year period after the termination of this Agreement.
c) Non-assignment - This agreement may not be assigned, and only Reseller or an employee or agent ordering on behalf of Reseller may access the bodyhealth.com web site in order to place orders for products. The password supplied by BodyHealth to Reseller is confidential, and Reseller agrees not to disclose this password to any third party.
d) Product claims - Reseller agrees not to make any health claim for the products, and reseller will limit the claims made for products to those made by BodyHealth for the products on its web site or other publicly available materials, except for any such additional claims that are pre-authorized by BodyHealth in writing. Any listing of products on a web site for sale by Reseller shall be pre-authorized by BodyHealth in writing. Reseller shall take no actions that are a violation of Federal or State law, including but not limited to requirements imposed by the U.S. Food and Drug Administration or the U.S. Federal Trade Commission. BodyHealth makes no health claims, express or implied, nor are its products intended for use in diagnosing, treating, curing, mitigating or preventing any disease, and Reseller enters this Agreement with the understanding that these products are not offered and will not be sold for such purposes.
3) Additional Party Obligations:
a) Warranty/Eligibility - Reseller warrants and agrees that Reseller is in the business or reselling dietary supplements, or wishes to resell products specifically, and that Reseller does not intend to use purchases under this agreement for personal or private use, but is purchasing with the intent to resell. Reseller shall provide BodyHealth a valid tax payer identification number.
b) Indemnity - Reseller agrees to defend, save, indemnify, and hold harmless BodyHealth from and against each and every claim, demand, liability, damage, loss, expense, lawsuit, or cause of action, and all loss or exposure by reason of liability imposed on BodyHealth for claims, damages, losses, and expenses, including but not limited to attorneys' fees and expenses incurred in defense of BodyHealth, arising out of, or in any way incidental to the purchase or end use of dietary supplement products purchased from Reseller or its customers.
c) Limitation of liability - BodyHealth is not liable to Reseller for any consequences, whether foreseeable or unforeseeable, for incidental, consequential or compensatory damages due to interruptions or discontinuation of BodyHealth's supply of products to Reseller for any reason. BodyHealth offers no warranty to Reseller or end users of the products that they will offer any benefit.
4) Termination: BodyHealth reserves the right to terminate this Agreement without cause and without notice.
5) General Provisions:
a) Waiver - The waiver by either Party of any term, condition, or covenant, or breach of any term, condition, or covenant, shall not constitute the waiver of any other term, condition, or covenant, or the breach thereof. b) Governing Law - This Agreement will be governed and construed in accordance with the laws of the State of Florida . Reseller expressly and irrevocably consents and waives any objection to the exclusive personal jurisdiction and venue of, and the parties agree that any dispute arising hereunder will be exclusively heard in, the state and federal courts in Florida.
c) Severability - In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
d) Complete Agreement - This Agreement is the complete and exclusive statement of the terms of the agreement of the parties. No modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged unless otherwise expressly allowed by the Agreement. Notice of price changes by BodyHealth do not need to be signed by Reseller to be effective.
d) Attorney's Fees - The prevailing party in any successful suit to enforce a provision of this contract shall be entitled to attorney's fees and costs.
e) Assignment - The services in this Agreement are not fungible and shall not be assigned by either party without the pr ior written consent of the other.
If you wish to post our products on your website, please review the BodyHealth Internet_Agreement.doc |
