CURALIFE USA LTD.
BY COMPLETING THE FIELDS (THE “FIELDS”) AT THE END OF THESE TERMS AND CONDITIONS AND THEN CLICKING ON THE “ACCEPT” BUTTON IMMEDIATELY BELOW SUCH FIELDS, YOU, AS RESELLER, ARE SIGNIFYING YOUR AGREEMENT TO BE BOUND BY THIS RESELLER AGREEMENT TO THE SAME EXTENT AS IF YOU HAD SIGNED THIS DOCUMENT.
These Terms and Conditions constitute an agreement between You (“You” or “Reseller”) and CuraLife USA Ltd., having a place of business at 850 New Burton Road, Suite 201, Dover, Delaware 19904, USA (“CuraLife”).
CuraLife is a global consumer healthcare company that provides innovative solutions for modern day chronic conditions, and has the exclusive right to distribute the Product known as “Curalin” (the “Product”); and
CuraLife wishes to have the Product marketed, supported and sold to consumers (the “End Users”), in the USA (the “Territory”), under the terms and conditions set forth in this Agreement; and
Reseller represents that it has the ability, knowledge, legal standing and wishes to have certain rights to market and sell such Products in the Territory;
You have agreed with CuraLife to be bound by these Terms and Conditions as follows:
The introductory paragraphs above are incorporated herein and You and CuraLife each acknowledge that these Terms and Conditions constitute a binding agreement between You and CuraLife.
1. Reseller Appointment. CuraLife hereby appoints Reseller as non-exclusive reseller in the Territory for a period of 1 year (the “Term”) commencing as of the date You indicate in the Fields (the “Effective Date”). Reseller hereby represents that he, she or it has and will maintain throughout the term of this Agreement the skill, equipment and personnel required for the execution of its obligations under this Agreement.
2. Reseller License Grant and Restrictions.
2.1 Grant of Reseller Rights. Subject to the terms of this Agreement and the Reseller’s performance of his, her or its obligations as defined herein, CuraLife hereby grants Reseller a non-exclusive license to market and distribute the Product to End Users in the Territory, during the Term.
2.2 No Reverse Engineering. Reseller will not disassemble, decompile, or reverse engineer the Product, other than as may be expressly authorized by CuraLife in writing. Reseller’s rights in the Products will be limited to those expressly granted in this Agreement.
3. CuraLife’s Obligations. CuraLife shall: (1) timely supply the Products to Reseller; (2) provide training if necessary to Reseller as set forth below; (3) share relevant information relating to the Product with Reseller; (4) provide images and information about CuraLin for Resellers website.
4. Reseller Responsibilities and Limitations. Reseller shall: (1) have online messaging pre approved by CuraLife; (2) provide End Users with good service as customary in the Product’s market, maintaining CuraLife’s reputation and goodwill; (3) provide End Users with support and training as required to ensure their proper use of the Products; (4) execute its obligations under this Agreement in a manner that reflects positively on CuraLife and the Product(s) and shall not perform any act or omission which may harm the goodwill of, or be injurious to, the Product(s) or CuraLife; (5) submit any marketing material, Product(s) information, brochures and the like, containing information relating to the Product(s) to the pre-approval of CuraLife prior to its distribution to End Users; and (6) will sell Products only in their original packaging. All materials and advertisements shall be in compliance with all applicable laws administered or issued by the FDA, FTC or any similar governmental entity.
It is agreed that Reseller’s marketing activities shall not include branded ppc activity in the following platforms: Facebook, Instagram, Google search, Google GDN, Youtube, Outbrain, Taboola, and all digital market places, unless prior approved by CuraLife.
5. Prices and Payment Terms.
5.1 The prices and payment terms for the Product are set forth in Annex A hereto. The prices set forth in Annex A may be updated from time to time, subject to provision of 30 days prior written notice by CuraLife to Reseller. CuraLife and Reseller acknowledge that Reseller unilaterally establishes its own resale prices and terms regarding products it sells, including the Products.
5.2 All payments under this Agreement will be made US Dollars (US$) by bank-to-bank wire transfer to an account designated by CuraLife or credit card unless otherwise agreed to by CuraLife in writing.
6. Records. Reseller will maintain complete records, during and for two years after the termination or expiration of this Agreement, regarding the distribution of the Products to each End User. CuraLife shall have the right to audit such records as necessary in order to ensure compliance with the terms of this Agreement.
7. Training by CuraLife. As soon as practicable following execution of this Agreement, CuraLife will provide a periodic training to Reseller’s designated personnel. Reseller shall be responsible for providing the training to the End Users. In the event CuraLife will be asked to provide additional training to Reseller or End Users, such additional training shall be made in consideration for a payments agreed upon between the parties.
8.1 Obligations. Each party agrees that it will not disclose to any third party or use any Product or other Confidential Information disclosed to it by the other party, except to carry out its rights and obligations under this Agreement, and that it will take all reasonable measures to maintain the confidentiality of all Confidential Information in its possession or control, which will in no event be less than the measures it uses to maintain the confidentiality of its own information of similar importance. Confidential Information includes all information designated by a party as confidential or proprietary within a reasonable time of its disclosure or which a reasonable person would expect to be treated as confidential including the terms of this contract.
8.2 Exceptions. “Confidential Information” will not include information that: (i) is in or enters the public domain without breach of this Agreement; (ii) is lawfully obtained by the receiving party without breach of a nondisclosure obligation; (iii) is independently developed or already in the possession of the receiving party as shown by the receiving party’s contemporaneous records; (iv) is required to disclose to the End Users in order to allow the sale and use of the Products; or (v) is required by law to be disclosed, provided that the receiving party gives prompt written notice of such requirement prior to disclosure.
9. Intellectual Property Rights.
9.1 “Intellectual Property Rights” means patent rights (including but not limited to rights in patent applications or disclosures and rights of priority), copyright (including but not limited to rights in audiovisual works and moral rights), trade secret rights, know-how and any other intellectual property rights recognized by the law of each applicable jurisdiction.
9.2 CuraLife’s Ownership.
(a) Products. The Intellectual Property Rights in the Products are and will remain the sole and exclusive property of CuraLife (or its licensor).
(b) Notices. Reseller will not delete or in any manner alter the Intellectual Property Rights notices of CuraLife, appearing on the Product as delivered to Reseller.
9.3 Reseller’s Duties. Reseller will take customary measures in the marketing and distribution of the Product to protect CuraLife’s Intellectual Property Rights in the Product, no less than the extent to which Reseller protects his Intellectual Property Rights in Reseller’s products, and will, to the extent lawful, report promptly to CuraLife of any potential infringement of such rights of which Reseller becomes aware.
9.4 Third Party Infringement. CuraLife reserves the sole and exclusive right at its discretion to assert claims against third parties for infringement or misappropriation of its Intellectual Property Rights in the Product.
10.1 Power and Authority. CuraLife warrants to Reseller that it has sufficient right and authority to grant to Reseller all licenses and rights that CuraLife grants under this Agreement.
10.2 Disclaimer of Other Warranties. THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
11. Limitations of Liability.
11.1 TOTAL LIABILITY. THE ENTIRE LIABILITY OF CURALIFE UNDER THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN CONTRACT OR IN TORT INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, WILL BE LIMITED TO THE PAYMENTS ACTUALLY RECEIVED OR DUE FROM RESELLER UNDER THIS AGREEMENT.
11.2 PUNITIVE DAMAGES. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CURALIFE BE LIABLE TO RESELLER’S END USERS OR ANY OTHER THIRD PARTY FOR ANY LOST PROFITS PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES SUFFERED BY THE OTHER PARTY OR ANY OTHER PERSON.
12. Term and Termination.
12.1 Term. The term of this Agreement will begin on the Effective Date and will continue for (12) months unless it is terminated earlier in accordance with Section 12.2. hereinbelow. This Agreement will be renewed for an additional two (2) year period(s), unless either party notifies the other party at least thirty (30) days prior to the expiration of the relevant period that it does not wish to extend this Agreement.
12.2 Events of Termination. Either party will have the right to terminate this Agreement if:
- The other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice;
- The other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing;
- Reseller doesn’t meet the minimum purchase amount specified on Annex A; or
- Reseller fails to comply with published CuraLife policies and practices applicable to Resellers generally, as determined by CuraLife in its sole discretion.
12.3 Effect of Termination. Upon termination or expiration of this Agreement, Reseller will pay CuraLife any outstanding amount, and immediately return to CuraLife or at CuraLife’s discretion destroy all copies of the Confidential Information in its possession or control, and an officer of Reseller will certify to CuraLife in writing that Reseller has done so.
12.4 Nonexclusive Remedy. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
12.5 Survival. The rights and obligations of the parties relating to Confidentiality, Proprietary Rights, Warranty, Limitations of Liability and Effects of Termination will survive the termination or expiration of this Agreement.
13.1 Binding Effect. This Agreement will bind and insure to the benefit of each party’s permitted successors and assigns.
13.2 Governing Law and Jurisdiction. The jurisdiction in all matters pertaining to this Agreement, the interpretation hereof and anything arising here from is conferred exclusively on the courts of New York; the law that will govern this Agreement and everything arising here from is the law of New York (without giving effect to its conflict of laws rules).
13.3 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
13.4 Entire Agreement. This Agreement and its Annexes are the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding and replacing any and all prior agreements, communications, and understandings (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.
The Reseller has caused this Agreement to be duly executed as of the Effective Date.
YOU MUST COMPLETE THE FOLLOWING FIELDS AND CLICK THE “ACCEPT BUTTON BELOW IN ORDER FOR THE FOREGOING TERMS AND CONDITIONS TO CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND CURALIFE
Annex A to Reseller Agreement, Terms and Conditions
Purchase price – US$ 53 per 180 capsules unit of CuraLin.
Minimum order – 24 units for free shipping.
Payment terms – paid in advance.