You hereby represent and certify that you are at least eighteen (18) years of age. If you are not at least eighteen (18) years of age, you must discontinue accessing these Pages.
You hereby represent and certify that you are (1) a licensed, certified or otherwise appropriately credentialed health professional who makes recommendations pertaining to suitable nutritional supplements and other wellness products to your clients, or (2) an individual client of such a health professional. If you are not such a health professional with such a practice, or a client of such a professional/practice, you must discontinue accessing these Pages.
PRL reserves the right, in its sole discretion, to update, revise, supplement and to otherwise modify these Terms, and to impose new or additional terms and conditions on access to these Pages from time to time. Such updates, revisions, supplements, modifications and additional rules, policies, terms and conditions (collectively referred to in these Terms as "Revised Terms") shall be effective immediately and incorporated into these Terms upon notice thereof, which may be given by any reasonable means including by posting to these Pages. Your continued viewing or use of these Pages or the PRL Website following such notice shall be deemed to conclusively indicate your acceptance of any and all such Revised Terms.
Individual Use. Unless you are a PRL approved health professional (“Health Professional”), you agree that you are only authorized to visit, view, print and retain a single copy of these Terms and Pages for your own individual use and not on behalf of any other person or entity, and that you shall not duplicate, download, publish, modify, or otherwise distribute any material contained in these Terms or included on these Pages for any purpose other than for your own individual use unless otherwise specifically authorized by PRL in writing. PRL posts legal notices and various credits on these Pages, which you shall not remove even in your permitted copy.
Health Professional Use. If you are a PRL Authorized Professional Account Holder, you are authorized to visit, view, print and retain copies of these Terms and Pages for your own internal use and on behalf of your clients, and you shall not duplicate, download, publish, modify, or otherwise distribute any material on these Pages for any other purpose unless otherwise specifically authorized by PRL in writing. PRL posts legal notices and various credits on these Pages, which you shall not remove even in your permitted copies.
Framing. You agree not to create any frames on any other websites pertaining to or using any of the content located in these Terms, or on these Pages, for any purpose, unless specifically authorized by PRL in writing to do so.
Security, Cracking, and Hacking. You are prohibited from violating or attempting to violate the security of the PRL Website, these Terms or these Pages. Accordingly, you agree not to: (i) access data or materials not intended for you; (ii) log into a server or account which you are not authorized to access; (iii) attempt to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (iv) attempt to interfere with service to any user, host, or network, including without limitation, by means of submitting a virus to the PRL Website, these Terms or these Pages, overloading, "flooding", "mailbombing", or "crashing" these Terms, these Pages, the PRL Website or any other PRL online services. Violations of system or network security may result in civil or criminal liability. PRL reserves the right to investigate occurrences which may involve such violations and may involve and cooperate with law enforcement authorities in prosecuting users who have participated in such violations. You understand that data and communications, including e-mail and other electronic communications, may be accessed by unauthorized third parties when communicated over the Internet.
If you do not or cannot agree to these Terms, you are not authorized to proceed to access these Pages or become a PRL Authorized Professional Account Holder.
AUTHORIZED PROFESSIONAL RESALE AGREEMENT OF PREMIER RESEARCH LABS, LP
Premier Research Labs, LP and its subsidiaries and affiliated entities (referred to as “PRLTM” 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 August 1, 2020 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. You may report any alleged violations of this Agreement or other PRL policies, procedures, terms and conditions, and product and pricing lists to us at 800-325-7734.
- Qualifications of Health Professional.
- Applicability. Health Professional shall, at all times during this Agreement and as part of his/her/its professional practice, be engaged in the recommendation of nutritional supplements and other wellness products.
- Professional Licenses. Upon request, Health Professional shall maintain and 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.
- Other Certificates. Health Professional must maintain and, upon request, provide to PRL:
- 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.
- a copy of its local sales tax exemption forms.
- a copy of its sales tax identification number; and
- a copy of its Federal Employer Identification Number.
- Manner of Sale.
- (a) 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 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.
- (b) 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 in writing to PRL, and operated in compliance with the Guidelines for Online Sales by You, attached as Attachment A, as PRL may amend from time to time (“Permissible Public Websites”), or (ii) client direct fulfillment by PRL (“Client Direct”, “Client Direct Program” or “CDP”). This prohibition expressly includes, without limitation, third-party-facilitated retail or auction websites including but not limited to, Amazon, eBay, Jet, Walmart Marketplace, and Sears Marketplace.
- (c) Sales Through Client Direct Program. In connection with Client Direct sales, PRL will provide your Clients with direct online access to purchase Products and PRL will fulfill such orders directly to your Clients. 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 Websites, through social media, including Facebook, Twitter, etc., or in any similar manner outside of your direct personal communication with a Client. Furthermore, it is your responsibility to control access to and the use of your unique individual Code assigned to you upon your registration for an account with Client Direct. It is Authorized Professional Account Holder’s responsibility to limit use of this individual Code to authorized personnel and Clients only, and Authorized Professional Account Holder agrees to be held liable for any improper use of this Code by any outside third person or party. You agree to promptly inform PRL if your Code has been compromised by sending an email to email@example.com.
- (d) 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.
- (a) 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, wholesale pricing available to Authorized Professional Account Holder, standard MAP and MSRP for all such Products, 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 MAP and/or applicable MSRP and/or applicable wholesale pricing for the offered Products might be adjusted by PRL.
- (b) Client Service, Quality Controls, and Product Storage and Handling. Health Professional shall comply with the Product Care and Client Service Guidelines attached as Attachment B, 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.
- (c) 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.
- (d) 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.
- (e) 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.
- (f) 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 is granted a limited, non-exclusive, non-transferable, revocable license to use the PRL brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property associated with the Products (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. 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. Authorized Professional Account Holder expressly acknowledges that it owns no right, title, or interest in any of the PRL IP except as granted herein.
- Miscellaneous. 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, 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.
GUIDELINES FOR ONLINE SALES BY YOU
Authorized Professional Account Holder’s approval to sell the Products on Permissible Public Websites is conditioned on adherence to the following terms and conditions:
- The Permissible Public Websites must not give the appearance that they are operated by PRL or any third party.
- 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.
- 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.
- 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.
- The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
- 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.
- Unless separately authorized by PRL in writing, you shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products. Under no circumstances shall you fulfill orders in any way that results in the shipped Product coming from stock other than that of Authorized Professional Account Holder’s.
- In marketing the Products on the Permissible Public Websites, you shall only use images of Products either supplied by or authorized by PRL, and shall keep all Product images and descriptions up to date. You shall not advertise Products not carried in inventory.
PRODUCT CARE AND CLIENT SERVICE GUIDELINES
- Authorized Professional Account Holder shall 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. You shall store Products in a cool, dry place, away from direct sunlight.
- You shall only 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. You shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. You shall 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. You shall not alter or dilute Products.
- You shall not resell any Product that has been returned open or repackaged.
- Promptly upon receipt of the Products, you shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, you must not offer the Product for sale and must promptly report the Defect to your PRL account executive.
- You shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise clients on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. You 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.
- You shall cooperate with PRL with respect to any Product tracking systems that may be implemented from time to time.
- You shall cooperate with PRL with respect to any Product recall or other consumer safety information dissemination efforts.
- You shall cooperate with PRL in the investigation and resolution of any quality or client service issues related to your sale of PRL Products, including disclosing information regarding Product sources, shipment, and handling.