AUTHORIZED PROFESSIONAL RESALE AGREEMENT OF PREMIER RESEARCH LABS, LP

Premier Research Labs, LP and its subsidiaries and affiliated entities (referred to as or “PRL”, “we” or “us”) issues this Authorized Professional Resale Agreement of Premier Research Labs, LP (the “Agreement”), which applies to Authorized Professional Account Holder’s permitted sales of PRL products (“Products”). This version of the Agreement is effective as of the date you submit your Premier Research Labs Registration and Authorization Form and supersedes all prior versions.

Please read the entirety of this Agreement carefully. By purchasing Products from us, establishing a PRL authorized health professional account, or by clicking to accept or agree to these terms when presented with this option, you (herein referred to, interchangeably, as “Authorized Professional Account Holder,” “Health Professional,” “you,” or “your”) agree to abide by the terms and conditions herein. Until such status is otherwise revoked by PRL, you shall be considered an Authorized Professional Account Holder and Health Professional hereunder.

PRL reserves the right to update, amend, or modify this Agreement, together with any attached exhibits, attachments or addenda and those separate policies, procedures, terms and conditions, and product and pricing lists referenced in this Agreement, with written or electronic notice to you as described herein. Unless otherwise provided, such amendments and modifications will take effect immediately upon posting or delivery of such notice hereunder and Authorized Professional Account Holder’s continued use, advertising, offering for sale, or sale of the Products, use of the PRL IP, or use of any other information or materials provided by PRL to Authorized Professional Account Holder following notice of the pertinent amendments and modifications will be deemed Authorized Professional Account Holder’s acceptance of such amendments and modifications.

Any Authorized Professional Account Holder failing to comply with the terms of this Agreement will, at the option of PRL, face immediate termination of his/her/its (“its”) account, revocation of its “Authorized Professional Account Holder” and “Health Professional” status, and/or further legal action.

  • Qualifications of Health Professional.
    1. Applicability. Health Professional shall, at all times during this Agreement and as part of its professional practice, be engaged in the recommendation of nutritional supplements and other wellness products.
    2. Professional Licenses. Health Professional shall maintain and, upon request, must provide to PRL, a copy of any professional license issued by an appropriate agency or any other such applicable certificate, credentials, or registration, indicating its authorization to lawfully engage in the manner in which it does business. PRL shall, in its sole discretion, approve or deny the sufficiency of any such license, certification, registration, or credentials held by Health Professional.
    3. Other Certificates. Health Professional must maintain and, upon request, provide to PRL:
      1. a copy of its local, county, state, or federal resale certificate or any other applicable certificate or license indicating its authorization to engage in the sale of Products;
      2. a copy of its local sales tax exemption forms;
      3. a copy of its sales tax identification number; and
      4. a copy of its federal Employer Identification Number.

Manner of Sale.

    1. Authorized Clients. Authorized Professional Account Holder shall sell Products solely to individual end user customers, clients and/or patients (together, “Client” or “Clients”) with whom you have a valid and existing client/provider relationship. Authorized Professional Account Holder shall evaluate and consider the health, wellness, and/or nutritional needs of each Client when providing Product advice. Authorized Professional Account Holder shall sell the Products in unit volumes appropriate for individual use and consumption only. Authorized Professional Account Holder shall not sell or transfer any of the Products to any person or entity that Authorized Professional Account Holder knows or has reason to know intends to re-sell the Products.
    2. Online Sales. Authorized Professional Account Holder shall not advertise, sell, solicit, or accept orders for Products via the Internet or any e-commerce format, except through (i) a website, web page, electronic portal, or mobile application operated by you, disclosed to PRL via the Premier Research Labs Registration and Authorization Form, and operated in compliance with the Premier Research Labs Online Sales Guidelines, attached as Attachment A to this Agreement, as PRL may amend from time to time (“Permissible Public Websites”), (ii) client direct fulfillment by PRL (“Client Direct,” “Client Direct Program”), or (iii) an ePharmacy. This prohibition expressly includes, without limitation, third-party facilitated retail or auction websites including but not limited to, Amazon, eBay, Walmart Marketplace, Target, Kroger, and Sears Marketplace.
    3. Sales Through Client Direct Program. The Client Direct Program is a program whereby PRL will provide your Clients with direct online access to purchase Products, and PRL will fulfill such orders directly to your Clients. You may contact PRL to register and establish a Client Direct Program account with PRL. After registering and establishing a Client Direct Program Account you may, at your option, disclose, advertise, or promote your unique PRL-assigned Client Direct Authorized Professional Account Holder code (“Code”) on your Permissible Public Website(s), through social media (including Facebook, Twitter, etc.), or in any similar manner outside of your direct personal communication with a Client.
    4. Sales through ePharmacy. An ePharmacy is a website, micro-site, or other mobile application that: (i) is operated by a distributor from whom you purchase in a distributor’s legal name or registered fictitious name; (ii) is primarily used to facilitate Product orders from end users on your behalf; (iii) requires the prospective end user to create an account with your preapproval and log-in to purchase the Products; and (iv) is operated in compliance with the terms and conditions set forth in the Premier Research Labs ePharmacy Online Guidelines, attached as Attachment B to this Agreement, as PRL may amend from time to time.
    5. Sales Practices. Authorized Professional Account Holder shall conduct its business in a lawful, reasonable and ethical manner at all times, whether engaged in the sale of PRL 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 PRL. Authorized Professional Account Holder shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Authorized Professional Account Holder must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of PRL. Authorized Professional Account Holder shall be responsible for the actions of its employees, administrators, agents, contractors, or consultants and shall ensure that such personnel comply with the terms herein. Authorized Professional Account Holder agrees to cooperate fully with PRL in any investigation or evaluation of such matters.
  • Product Pricing, Quality and Client Care.
    1. Pricing of Product Purchases and Sales. PRL will, from time to time, provide Authorized Professional Account Holder with the then current list of available Products for purchase, wholesale pricing available to Authorized Professional Account Holder, commissions payable to Authorized Professional Account Holder for Client Direct sales on your account and related policies and procedures promulgated by PRL. Additional products may be added (or certain Products removed) by PRL from any such listing and/or applicable wholesale pricing for the offered Products might be adjusted by PRL.
    2. Client Service, Quality Controls, and Product Storage and Handling. Health Professional shall comply with the Product Care and Client Service Guidelines attached as Attachment C to this Agreement, as PRL may amend from time to time. You shall exercise due care in storing and handling the Products and shall store the Products in accordance with any directions on Product labels or other storage guidelines specified by PRL from time to time.
    3. Client Returns, Quality Guarantee, and/or Satisfaction Guarantee. Authorized Professional Account Holder shall comply with any and all applicable PRL policies related to processing Client returns, as well as any product quality or Client satisfaction or other similar guarantees offered by PRL for the Products, as PRL may communicate to you from time to time.
    4. Responsibility for Additional Claims. Authorized Professional Account Holder shall be solely responsible for claims, whether oral, written, electronic or communicated by other means, as to use, benefit, nutritional or other health or wellness related claims made beyond those claimed by PRL on the Product label. Additional claims shall nullify all indemnification obligations, if any, of PRL if any action, claim or proceeding arises from or is related to any such additional claims made by you.
    5. Reporting of Adverse Events and Recordkeeping. Health Professional shall promptly report to PRL any information of which it becomes aware concerning any health-related event potentially associated with the use of the Products, including the incidence and the severity thereof. Authorized Professional Account Holder shall maintain, for a period of at least five (5) years following their creation, its records, contracts and all material applicable to its advertising, distribution, and sale of Products. You shall permit examination and duplication thereof and inspection of your facilities by authorized representatives of PRL at all reasonable times.
    6. Product Knowledge and Client Consultation. Authorized Professional Account Holder agrees to professionally promote the Products and obtain sufficient knowledge regarding each Product kept in inventory to advise its Clients on the selection and safe use of the Products. Authorized Professional Account Holder shall evaluate and consider the nutritional needs of each Client when providing such advice. Authorized Professional Account Holder must be available to respond to Client questions and concerns both before and after sale of the Products and should endeavor to respond to Client inquiries promptly.
  • Intellectual Property. Authorized Professional Account Holder acknowledges and agrees that PRL owns all proprietary rights in and to the Premier Research Labs brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “PRL IP”). Authorized Professional Account Holder is granted a limited, non-exclusive, non-transferable, revocable license to use the PRL IP solely for the purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Authorized Professional Account Holder’s status as an Authorized Professional Account Holder and Health Professional. All goodwill arising from Authorized Professional Account Holder’s use of the PRL IP shall inure solely to the benefit of PRL. Authorized Professional Account Holder’s use of the PRL IP shall be in accordance with any guidelines that may be provided by PRL from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Authorized Professional Account Holder shall, at all times, adhere to a level of quality of use for the PRL IP at least as high as that of Authorized Professional Account Holder’s own intellectual property. PRL reserves the right to review and approve, in its sole discretion, Authorized Professional Account Holder’s use or intended use of the PRL IP at any time, without limitation. In marketing the Products, Authorized Professional Account Holder shall only use images of Products either supplied by or authorized by PRL and shall ensure that all Product images and descriptions are accurate and up to date. Authorized Professional Account Holder shall not create, register, or use any domain name, social media screen name, or mobile application name that contains any Product name or trademark, nor a misspelling or confusingly similar variation of any Product name or trademark. Authorized Professional Account Holder shall not use PRL IP in connection with or related to any product not associated with, sold by, or manufactured by PRL. Authorized Professional Account Holder expressly acknowledges that it owns no right, title, or interest in any of the PRL IP except as granted herein.

  • PRL reserves the right to audit and/or monitor Authorized Professional Account Holder’s activities for compliance with this Agreement, including, but not limited to, online activities in any manner involving or referencing PRL and/or Products or inspection of Authorized Professional Account Holder’s facilities and records concerning the Products. If Authorized Professional Account Holder breaches or threatens to breach any provision of this Agreement, it is agreed and understood that PRL will have no adequate remedy in money or other damages at law; accordingly, PRL shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Agreement 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 Agreement. No failure, refusal, neglect, delay, waiver, forbearance, or omission by PRL to exercise any right(s) provided for herein or otherwise provide by law or to insist upon full compliance by Authorized Professional Account Holder with Authorized Professional Account Holder’s obligations herein shall constitute a waiver of any provision herein or otherwise limit PRL’s right to fully enforce any or all provisions and parts thereof. If any provision of this Agreement is held contrary to law, the remaining provisions shall remain valid. This Agreement and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its choice of law rules. In the event of a dispute over the terms of, or performance under, the Agreement, Authorized Professional Account Holder expressly submits to personal jurisdiction and venue in the federal or state courts located in Travis County, Texas. In the event it becomes necessary to enforce the terms of this Agreement, or in any controversy arising therefrom, the prevailing party shall be entitled to recover the costs and expenses of enforcement, including payment of reasonable attorneys’ fees and costs. The terms of this Section 5 shall survive the expiration or termination of this Agreement.
  • Indemnity and Limitation of Liability. Authorized Professional Account Holder shall, at all times, defend, indemnify and hold PRL harmless from and against any and all actions, claims, liabilities, losses, costs and expenses, including reasonable attorneys' fees, which PRL may incur as a result of claims made, whether verbal, in print or on the Internet, beyond those made by PRL on Product labels or literature accompanying Products. You shall further, at all times, defend, indemnify and hold PRL harmless from and against any and all actions, claims, liabilities, losses, costs and expenses, including reasonable attorneys' fees, arising out of any claim by a third party related to the Products, to the extent such liability results from the negligence or willful misconduct of you in advertising, processing, packaging or storing Products. PRL shall, at all times, defend, indemnify and hold Authorized Professional Account Holder harmless from and against any and all actions, claims, liabilities, losses, costs and expenses, including reasonable attorneys' fees, which you may incur as a result of alleged Product defects and claims made by PRL concerning the Products, whether verbal, in print or on the Internet, or on Product labels. PRL makes no representations or warranties as to the legal status of the Products in any specific jurisdiction, territory, or location. Authorized Professional Account Holder shall be responsible for determining the legality of sale of any Products in any specific jurisdiction, territory, or location. PRL shall have no liability with respect to any enforcement action resulting from your failure to confirm legality of sale of the Products in any specific jurisdiction, territory, or location, or your sale of Products in any specific jurisdiction, territory, or location. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS HEREIN, NEITHER AUTHORIZED PROFESSIONAL ACCOUNT HOLDER NOR PRL SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES (SUCH AS, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES OR DAMAGE TO OR LOSS OF PERSONAL PROPERTY), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
  • Contract Electronically. Health Professional agrees that your affirmative acknowledgement and acceptance of this Agreement electronically shall have the same legal force and effect as a written contract with your written signature and satisfy any laws that require a writing or signature, including any applicable Statute of Frauds. You further agree that you shall not challenge the validity or enforceability of this Agreement on the grounds that it was electronically transmitted or acknowledged and accepted by you. In addition, you acknowledge that you have had the opportunity to print a copy of this Agreement and to have it reviewed by legal counsel of your choosing prior to your acknowledgement and acceptance of the express terms contained herein.

ATTACHMENT A

PREMIER RESEARCH LABS ONLINE SALE GUIDELINES

Authorized Professional Account Holder’s approval to sell the Products on Permissible Public Website(s) is conditioned on adherence to the following terms and conditions:

  1. The Permissible Public Websites must not give the appearance that they are operated by PRL or any third party.
  2. Anonymous sales are prohibited. Your full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email delivered at the time of purchase.
  3. At PRL’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
  4. The Permissible Public Websites shall have a mechanism for receiving Client feedback and you shall use reasonable efforts to address all Client feedback and inquiries received in a timely manner. You agree to provide copies of any information related to Client feedback (including any responses to Clients) to PRL for review upon request. You agree to cooperate with PRL in the investigation of any negative online review associated with your sale of the Products and to use reasonable efforts to resolve any such reviews. You shall maintain all records related to customer feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require you to disclose identifying information about its Clients to PRL.
  5. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
  6. You shall be responsible for all fulfillment obligations to your clients who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
  7. You shall not advertise Products not carried in inventory.

ATTACHMENT B

PREMIER RESEARCH LABS ePHARMACY ONLINE SALE GUIDELINES

Authorized Professional Account Holder’s approval to sell the Products on an ePharmacy is conditioned on adherence to the following terms and conditions:

  1. Anonymity is prohibited. The distributor’s operating the ePharmacy must have its full legal name or registered fictitious name, mailing address, email address, and telephone contact conspicuously stated on the ePharmacy operated by distributor, and must be included with any shipment of Products from such sites, or in an order confirmation email sent at the time of purchase.
  2. At PRL’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the ePharmacy.
  3. The ePharmacy must not give the appearance that it is operated by PRL or any third party.
  4. An ePharmacy shall have a mechanism for receiving customer feedback.
  5. The ePharmacy shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
  6. The distributor operating the ePharmacy shall be responsible for all fulfillment to the customers who order Products through the ePharmacy, any applicable taxes associated with such purchases of Products, and any returns of Products.

ATTACHMENT C

PRODUCT CARE AND CLIENT SERVICE GUIDELINES

  1. Comply with all instructions provided by PRL regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight.
  1. Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted without PRL’s prior, written consent.
  2. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging. Do not alter or dilute the Products.
  3. Do not resell any Product that has been returned open or repackaged. Work with PRL to determine how to dispose of said Products.
  1. Do not resell any expired or soon-to-be expired Products.
  1. Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to your PRL designated account manager.
  2. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable guarantee or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and endeavor to respond to customer inquiries promptly.
  3. Except for a drop-shipment arrangement with PRL whereby PRL or a PRL-approved third party ships Products on your behalf to customers who order Products (including orders through the Permissible Public Website(s), Client Direct Program, or ePharmacy), PRL under no circumstances permits orders to be fulfilled in any way that results in the shipped Product coming from inventory other than your own.
  4. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by PRL. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. PRL reserves the right to request additional information regarding the use of third-party logistics providers and prompt provision of such information to PRL is required. Cooperate with PRL in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.
  1. Cooperate with PRL with respect to any Product tracking systems that may be implemented from time to time. Cooperate with PRL with respect to any Product recall or other consumer safety information dissemination efforts.
  2. Implement commercially reasonable loss prevention and anti-diversion measures.
  3. Report to PRL any customer complaint or adverse claim regarding the Products and assist PRL in investigating any such complaints or adverse claims.
  4. Cooperate with PRL in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.
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