Wholesale Terms and Conditions

Rev. 02.06.2022

These Terms and Conditions may be updated by Life Priority, Inc. (“LIFE PRIORITY, INC.”) at any time without notice. Placement of an order is deemed acceptance of the Terms and Conditions posted when the order is placed. As used herein, “LIFE PRIORITY, INC.” shall include any corporate Affiliate of LIFE PRIORITY, INC. (as defined hereinafter).

1.  DEFINITIONS

 

  • “Affiliates” means, with respect to LIFE PRIORITY, INC., any other entity directly or indirectly controlling, controlled by or under common control with LIFE PRIORITY, INC..
  • “Confidential Information” means all confidential and proprietary documents and information regarding financial and marketing data, projections, models, contacts, research, product plans, products, services, customers, markets, software, developments, inventions, formulas, processes, designs, drawings, engineering, and hardware configuration information, which are not otherwise included within the definition of Trade

Confidential Information includes, but is not limited to, any nonpublic information regarding the Products, prices, and any nonpublic lists or compilations of customers, prospective customers, or business opportunities.

  • “Customer” means a customer or prospective customer of Wholesaler who is the ultimate end user of the Products and any of Wholesaler’s
  • “Products” means products offered by LIFE PRIORITY, INC. on the LIFE PRIORITY, INC. website, as may be amended from time to time.
  • “Proposition 65” refers to the State of California’s Safe Drinking Water and Toxic Enforcement Act of 1986, Cal. Health & Safety Code § 25249.5-25249.14, and the implementing regulations, Cal. Code Regs. Tit. 27 § 25102 seq.
  • “Proprietary Information” means, collectively, the Confidential Information and the Trade Secrets.
  • “Territory” means the United States of America. This Agreement does not permit Wholesaler to sell the Products outside the USA, regardless of whether the Products are shipped to Wholesaler within the USA. An international agreement is required for sales outside the USA.
  • “Trademarks” means the now existing or hereafter adopted or created trademarks, trade dress, logos, slogans, designs and distinctive advertising of Life Priority applicable to the brand and Products which are approved by LIFE PRIORITY, INC. for use by LIFE PRIORITY, INC.
  • “Trade Secrets” means information related to the business of the disclosing party which
  • (a) derives economic value, actual or potential, from not being generally known to, or readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts by the disclosing party to maintain its secrecy that are reasonable under the circumstances.
  • “Wholesaler” means the person or entity identified in this Domestic Wholesaler Agreement.

2.  APPOINTMENT AS LIFE PRIORITY, INC. WHOLESALER

 

Appointment. Subject to the terms and conditions herein, Wholesaler is appointed as an independent, non-exclusive LIFE PRIORITY, INC. wholesaler to distribute the Products to Customers solely within the Territory, and Wholesaler accepts such appointment. Wholesaler agrees to conduct its business as a LIFE PRIORITY, INC. wholesaler in accordance with this Agreement and the policies applicable to LIFE PRIORITY, INC. wholesalers as issued by LIFE PRIORITY, INC. from time to time, including but not limited to the Advertising and Reprint Policies attached hereto as Appendix A and the Wholesale Return Policy attached as Appendix B. Wholesaler may review the current policies applicable to LIFE PRIORITY, INC. wholesalers in Wholesaler’s online account under “Account Options”.

Wholesaler acknowledges that it has only a non-exclusive right to distribute the Products in the Territory, and LIFE PRIORITY, INC. may in its sole discretion sell the Products to any other person or entity, including resellers and consumers in and outside the Territory and authorize other resellers to sell the Products in competition with Wholesaler by any and all means and channels of distribution.

Wholesaler further acknowledges it has no rights whatsoever to (i) file any application to register, or otherwise claim ownership of, the Trademarks, and/or the Product names, anywhere in the world; or (ii) combine the Trademarks with any other marks, words, letters or symbols, or otherwise alter the Trademarks to form one or more new marks; or (iii) relabel, repackage, translate or overlay labels and packaging of the Products; or (iv) alter, modify, reverse engineer, or otherwise change or imitate the Products, their labels, or packaging in any way.

  •  Independent Contractor. Wholesaler is an independent contractor, not an agent of LIFE PRIORITY, INC.. Wholesaler will purchase the Products as per the terms set forth in Section 3 and resell them to Customers. Wholesaler has no authority to bind or contract in the name or for the account of LIFE PRIORITY, INC. or to create any liability against LIFE PRIORITY, INC. whatsoever.
  • Legal Compliance. Wholesaler agrees that each of the obligations, representations and warranties set forth in this Section 2.3 are material to this
  • Wholesaler will comply with all applicable governmental laws, regulations and orders relating to its activities hereunder, including but not limited to the United States Dietary Supplement Health and Education Act of 1994 (DSHEA), the Federal Trade Commission Act, the Lanham Act and regulations promulgated pursuant thereto, and similar laws and regulations in the Territory, reporting and licensure requirements, and export and import controls, and labeling requirements in the Territory, as applicable. Wholesaler shall not make claims that the Products are intended to diagnose, treat, cure, or prevent any disease.
  • Wholesaler represents and warrants that it is not listed, nor is it owned or controlled by, or acting for or on behalf of any person or entity, on the list of Specialty Designated Nationals and Blocked Persons maintained by the Office of Foreign Assets

Control of the United States Department of the Treasury or any other list of persons or entities with whom LIFE PRIORITY, INC. is restricted from doing business (“OFAC List”). Wholesaler shall not sell the Products to any person or entity operated by or for the benefit of any person or entity that is on the OFAC List. Wholesaler shall provide documentary and other evidence of Wholesaler’s identity and ownership and customers as may be reasonably requested by LIFE PRIORITY, INC. at any time to enable LIFE PRIORITY, INC. to verify Wholesaler’s identity or to comply with this  Section2.3.2 regarding OFAC compliance.

 

  • Wholesaler shall, and shall ensure that its affiliates and any third party contractors shall, comply with the United Stated Foreign Corrupt Practices Act (including as it may be amended) (the “FCPA”), and any analogous laws or regulations existing in any other country or region in the Territory, in connection with its performance under this Agreement. Neither Party will make any payment, either directly or indirectly, of money or other assets, including but not limited to compensation derived from this Agreement, to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute violation of any law, rule or
  • Wholesaler’s collection, use and processing of personal information related to its Customers shall comply with all applicable (i) privacy, security, data protection, direct marketing, and consumer protection laws and regulations of any applicable jurisdiction, (ii) all then-current standards, guidelines and practices with respect to privacy, security, data protection, direct marketing, and consumer protection, including the collection, processing, storage, protection and disclosure of Customer personal
  • Unfair Competition. Wholesaler agrees that it will not engage on its own behalf or on behalf of others in the development of competing products during the term hereof and any renewals or extensions or within two (2) years after the termination or expiration of this Agreement. Wholesaler agrees never to use, or knowingly allow others to use, any LIFE PRIORITY, INC. Product in support of the development of a competing
  • LIFE PRIORITY, INC. Reserved Rights. LIFE PRIORITY, INC. reserves the right, in its sole discretion, from time to time, without notice, to modify or discontinue the Products; Product specifications; the prices charged for, discounts, and payment and other terms extended with respect to the Products; and any LIFE PRIORITY, INC. trademark. LIFE PRIORITY, INC. shall have the right to allocate sales, limit quantities or cancel orders of selected Products among its customers in its sole discretion, without liability to Wholesaler. LIFE PRIORITY, INC. shall have the right to publicize Wholesaler as a LIFE PRIORITY, INC. Wholesaler. LIFE PRIORITY, INC. shall have the right at any time to suspend its performance hereunder during the continuation of any failure by Wholesaler to comply with any of its obligations under this Agreement or LIFE PRIORITY, INC.
  • Resellers. Subject to prior written approval by LIFE PRIORITY, INC., Wholesaler shall have the right to appoint resellers in the Territory to distribute the Products. Wholesaler shall require all resellers to agree in writing to be subject to substantially the same restrictions as Wholesaler relating to the distribution of the Products, specifically including Sections 1.7, 2.3, 3.1.6, 3.1.7, 3.1.8, 3.1.9, 3.1.10, 3.2, 3.3.1, 5, and 6.5 and all of their subsections. Wholesaler is responsible for making its resellers aware of and ensuring their compliance with applicable LIFE PRIORITY, INC. policies, and Proposition 65 for sales of Products in or into

3.  PRODUCT PURCHASE, MARKETING AND DISTRIBUTION BY WHOLESALER

 

Purchase of the Products; Terms of Sale.

  • Wholesaler shall pay for any Products at the applicable prices set forth in the most current pricing plan. Payment shall be due when the order for Products is placed (i.e., when the order is received by LIFE PRIORITY, INC.) unless otherwise agreed by LIFE PRIORITY, INC. in writing. Wholesaler is not permitted to use a Customer’s account for payment (e.g., their credit card, PayPal) or allow their Customers to order directly from LIFE PRIORITY, INC. using Wholesaler’s account. Wholesaler’s obligation to pay for the Products is not contingent upon receipt by Wholesaler of payment from any Customer. LIFE PRIORITY, INC. shall have the right to disapprove any proposed sale due to the identity or location of the proposed Customer (including without limitation those proposed sales to Customers who pose competitive or intellectual property protection concerns and Customers located outside the Territory or in countries where export control laws prohibit such sale).
  • All orders are subject to acceptance by LIFE PRIORITY, INC.. A written or verbal acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance. LIFE PRIORITY, INC. may, in its sole discretion, without liability or penalty, make partial shipments of Products to Each shipment constitutes a separate sale, and Wholesaler shall pay for the units shipped, whether the shipment is in whole or partial fulfillment of an order. Wholesaler shall have the option to accept and pay for, or reject in writing to LIFE PRIORITY, INC., delivery of any quantity that is in excess of the quantity specified, or delivery of Products that were not ordered. Any time quoted for delivery is an estimate only; provided, however, that LIFE PRIORITY, INC. shall use commercially reasonable efforts to deliver all Products on or before the requested delivery date. LIFE PRIORITY, INC. is not liable for any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery.
  • Each sale of the Products by LIFE PRIORITY, INC. to Wholesaler shall be governed solely by (a) this Agreement; (b) applicable LIFE PRIORITY, INC. policies current at the time of sale; and (c) the prices and other terms set forth on the Order Forms, as in effect from time to time. No acknowledgement, confirmation, or purchase order or other communication submitted by Wholesaler shall be effective to vary the terms described herein, unless the same is separately signed by an officer of LIFE PRIORITY, INC. and designated as an amendment to this
  • The prices on the website (and any other Product price lists) are net of any governmental taxes, duties, import or export fees, excise taxes, or other similar impositions now or hereafter applied on the production, sale, transportation, licensing or use of the Products, including sales and use taxes and value added taxes, all of which (other than taxes based on the net income of LIFE PRIORITY, INC.) shall be borne by Wholesaler in addition to the price of the Products.
  • Unless expressly agreed to by the parties in writing, LIFE PRIORITY, INC. shall select the method of shipment of and the carrier for the Products. The Products shall be shipped F.O.B. LIFE PRIORITY, INC.’s facility; Wholesaler is responsible for all shipping, insurance and related charges, and all risk of damage or loss to the Products shall pass to Wholesaler upon tender by LIFE PRIORITY, INC. to the common carrier. Title to the Products remains with LIFE PRIORITY, INC. and shall not pass to Wholesaler until Wholesaler has paid LIFE PRIORITY, INC. in full for all amounts owed with respect to the
  • LIFE PRIORITY, INC. does not allow Wholesalers to sell Products to/through Amazon.com without express written approval. Wholesalers are required to inform their Customers, other than end-consumers purchasing from retail outlets, of the restrictions set forth in this Section and are responsible for ensuring that any sub-distribution of Products to other entities for resale does not occur at or on the Amazon platform. Failure of Wholesaler to comply with the foregoing will, at LIFE PRIORITY, INC.’s discretion and without waiver of LIFE PRIORITY, INC.’s right to pursue other remedies for breach, result in the suspension or termination of Wholesaler’s license to use or display Life Priority’s Trademarks, reduction of Wholesaler’s discount, and/or closure of Wholesaler’s account.
  • Wholesaler shall not distribute the Products to any person or entity who, to the knowledge of Wholesaler, is or has branch sales outlets located outside the Territory or intends to sell the Products outside the Territory, without the prior written consent of LIFE PRIORITY, INC.. If Wholesaler receives inquiries from any Customer outside or having sales outlets outside the Territory, Wholesaler shall attempt to sell the Products only to those Customers or branches within the Territory and shall simultaneously advise LIFE PRIORITY, INC. of such inquiries and the addresses of the Customer or branches outside the
  • Due to license restrictions, some Products may not be sold in certain territories and trade channels. Therefore, some Products advertised may not be available for Wholesaler to purchase. Other Products may be available for purchase by Wholesaler but may not be resold in certain territories, trade channels, or at all. Upon notice of such license restrictions provided by LIFE PRIORITY, INC., Wholesaler is subject to the license restrictions on its sales of those Products to its Customers. License restrictions are indicated on the Order Form and on the Product pages on lifepriority.com.
  • Wholesaler must comply with Proposition 65 requirements if Wholesaler sells Products on the Life Priority Proposition 65 Product List (the “List”) to purchasers in the state of California, even if Wholesaler is located outside California. Proposition 65 requires that specific warnings must be provided on the Product label, and online for  all internet sales   of the Products on the List to California customers, prior to the purchase of the product. Wholesaler is responsible for its resellers’ compliance with  Proposition    Wholesaler can access the current List by logging in to its account on www.LifePriority.com or contacting LIFE PRIORITY, INC..
  • Wholesaler is strictly prohibited from relabeling, repackaging, translating or overlaying labels and packaging of the Products, or altering, modifying, reverse engineering, or otherwise changing the Products, their labels, or packaging in any way. Wholesaler shall distribute and sell the Products in the packaging with the labeling as received from

LIFE PRIORITY, INC.. Any exceptions to this Section 3.1.10 must be in writing and signed by the authorized representative of each party.

 

Intellectual Property.

  • LIFE PRIORITY, INC. hereby grants to Wholesaler a non-exclusive, royalty-free license to use the Trademarks solely in connection with the advertisement, promotion, sale and distribution of the Products by Wholesaler, in the Territory, under this Agreement and during the term hereof. Wholesaler shall not use the Trademarks in any manner likely to confuse, mislead or deceive the public, or to be injurious or inimical to the best interests of LIFE PRIORITY, INC.. Wholesaler is expressly prohibited from using the “Life Priority” trademark or any confusingly similar mark in connection with the operation of a retail or wholesale outlet, in connection with a domain name, or in connection with its trade name (i.e. company name) without express written authorization from LIFE PRIORITY, INC. in the form of an Addendum to this Domestic Wholesaler Agreement.
  • Intellectual Property Representations and Disclaimers. LIFE PRIORITY, INC. has the right, power and authority to grant the license set forth herein. LIFE PRIORITY, INC. does not warrant or represent that the

 

Trademarks have been registered with the United States Patent and Trademark Office or similar office of any other country, or that the use of the Trademarks will not infringe the trademark rights of others.  LIFE PRIORITY, INC. MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, NOR DOES LIFE PRIORITY, INC. ASSUME ANY OBLIGATIONS WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY ARISING AS A RESULT OF THE ACTIVITIES OF WHOLESALER OR ITS AGENTS OR CUSTOMERS UNDER THIS AGREEMENT.

 

3.2.3  LIFE PRIORITY, INC. shall have the sole right to register all Trademarks, including domain names containing the Trademarks, or confusingly similar marks and Wholesaler shall not attempt to register or otherwise claim ownership of any Trademarks, including domain names containing the Trademarks, or confusingly similar marks. Any application or registration Wholesaler may obtain in violation hereof shall be owned by LIFE PRIORITY, INC., and Wholesaler shall immediately convey, transfer, and assign all right, title, and interest in and to the Trademarks, including domain names, to LIFE PRIORITY, INC. or its designee (“Assignments”). Wholesaler shall execute such documents and do such acts as may be necessary to perfect, evidence, establish, maintain and protect such Assignments and to protect LIFE PRIORITY, INC.’s and its designee’s and Affiliates’ rights. All such unauthorized applications and registrations and subsequent Assignments shall be at Wholesaler’s sole cost and expense. Pursuant to Section 3.3.1 below, Wholesaler shall be liable for attorneys’ fees incurred by LIFE PRIORITY, INC. in the enforcement of this provision.

  •  LIFE PRIORITY, INC. retains all rights in and to the Trademarks not specifically granted
  • All use of the Trademarks by Wholesaler, whether or not authorized, shall inure to the benefit of LIFE PRIORITY, INC..
  • Notice of Infringement. Wholesaler agrees to notify LIFE PRIORITY, INC. promptly of (a) any third party claim that the Trademarks are infringing in the Territory, or (b) any infringement or unauthorized use of the any of the Trademarks in the Territory of which it becomes
  • Right to Protect Trademarks. LIFE PRIORITY, INC. shall have the sole right to take action deemed necessary to protect the Trademarks. Such action may include, but is not limited to, assuming the defense of any lawsuit challenging or affecting the rights to the Trademarks, settling litigation, and/or instituting litigation to protect its rights to the Trademarks. LIFE PRIORITY, INC. may, at its option, permit Wholesaler the right to prosecute or defend actions described in this Section 3.2.7. In the event of litigation, the prosecuting or defending party (whether LIFE PRIORITY, INC. or Wholesaler) shall bear all costs, fees and expenses of legal proceedings and actions regarding infringement and shall be entitled to collect and retain all awards and damages recovered in settlement or other proceeds
  • Duty to Cooperate. In any infringement lawsuit LIFE PRIORITY, INC. and Wholesaler shall, at the request and expense of the litigating party, cooperate in all respects and, to the extent commercially reasonable, have their employees testify when requested and make available relevant records, papers, and information and to otherwise cooperate in a timely
  • Wholesaler shall not (i) take any action that may interfere with any of LIFE PRIORITY, INC. ‘s rights in or to the Trademarks or confusingly similar marks, including LIFE PRIORITY, INC.’s ownership or exercise thereof; (ii) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products or any of the Trademarks; (iii) develop or use any trademarks other than the Trademarks in connection with the Products; (iv) misappropriate any of the

Trademarks for use as a domain name without prior written consent from LIFE PRIORITY, INC.; or (v) alter, obscure or remove any of the Trademarks or any other proprietary rights notices placed on the Products purchased under this Agreement, marketing materials or other materials that LIFE PRIORITY, INC. may provide.

  • In addition to any termination rights set forth in Section 6, LIFE PRIORITY, INC. shall have the right to immediately terminate the licenses granted in Section 3.2.1 if LIFE PRIORITY, INC. determines, in its sole discretion, that Wholesaler’s continued use of any of the Trademarks of confusingly similar marks is contrary to the best interests of LIFE PRIORITY, INC. or is likely to confuse, mislead or deceive the public.

 

Wholesaler Indemnity and Insurance.

  • As an independent contractor, Wholesaler is responsible for its own risks, liabilities, and claims arising from its own business operations. Accordingly, Wholesaler agrees to defend, indemnify and hold LIFE PRIORITY, INC. and its Affiliates, and their agents, employees, officers and directors harmless from and against any and all claims, demands, liabilities, obligations, damages, costs, losses and expenses of every kind and nature whatsoever (“Claims”), including, without limitation, court costs and attorneys’ fees, arising out of (i) Wholesaler’s own activities, (ii) the negligent or willful acts or omissions of Wholesaler or its agents, employees or Customers, or (iii) the breach of this Agreement by Wholesaler, and regardless of whether such Claims may arise in contract or tort, from intentional or negligent conduct, under statute or regulation, in equity, at law or otherwise. The obligations set forth in this Section shall survive the expiration or earlier termination of this
  • Wholesaler represents and warrants that as of the Effective Date it maintains, and at all times while it is distributing the Products (and for the period thereafter during which any claim may be asserted related to such Products) it shall continue to maintain, a General Liability Insurance Policy containing limits of at least one million dollars per occurrence and two million dollars in the annual aggregate to protect Wholesaler and LIFE PRIORITY, INC. and its Affiliates from the liabilities insured against thereunder, and which contains bodily injury, personal injury, products and completed operations, and advertising injury coverage, and a contractual liability endorsement. LIFE PRIORITY, INC. and its Affiliates, and their agents, employees, officers and directors shall be named as additional insureds on the Policy. Upon request, Wholesaler shall promptly furnish to LIFE PRIORITY, INC. a certificate of insurance and renewal certificates of insurance evidencing the foregoing coverage and limits. The insurance shall not be cancelled, reduced or otherwise changed without providing LIFE PRIORITY, INC. with at least 10 days prior written notice.

 

Licensed Healthcare Providers. If Wholesaler is a licensed healthcare provider, Wholesaler acknowledges that the laws and regulations applicable to health care providers frequently change and vary and from state to state, and that LIFE PRIORITY, INC. gives no representation or advice about federal, state, or local laws or regulations applicable to Wholesaler’s health care practice or profession in connection with the sale of the Products or otherwise. LIFE PRIORITY, INC. encourages Wholesaler to check with its state licensing board and applicable governmental agencies regarding any and all laws related to its healthcare practice and the sale and recommendation of the Products, including whether any specific disclosures or disclaimers should be provided to patients prior to the sale of the

 

4.  PRODUCT WARRANTIES, DISCLAIMERS AND WARRANTY ADMINISTRATION

 

Warranties and Disclaimers.

 

  • LIFE PRIORITY, INC. warrants that the Products will conform to their description as set forth on the order submitted by Wholesaler and accepted by LIFE PRIORITY, INC.. The foregoing warranty is made in lieu of and to the exclusion of all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or
  • With respect to its distribution of any of the Products, Wholesaler will give and make no other or different warranties or representations on behalf of LIFE PRIORITY, INC. as to quality, merchantability, fitness for a particular use or purpose or any other features of the Products other than the warranty given by LIFE PRIORITY, INC. to Wholesaler.
  • Wholesaler shall have thirty (30) days from receipt of the Products to inspect such Products for breaches of the warranty contained in Section 4.1.1 above and shall provide LIFE PRIORITY, INC. with written notice of any defects within the thirty (30) day time period. Wholesaler’s exclusive remedy for any breach of the foregoing warranty shall be for LIFE PRIORITY, INC., at its option, to replace the defective Products or refund to Wholesaler any amounts paid for such Products. LIFE PRIORITY, INC. will advise Wholesaler whether to return or destroy the defective
  • LIFE PRIORITY, INC. shall not be liable for any claims, demands or actions arising out of, based on or related to this Agreement or the use of the products or any portion thereof, or any damages (whether direct, indirect, incidental, consequential, punitive or exemplary) resulting therefrom, except as expressly set forth in this Agreement. Wholesaler assumes all risks arising out of the use of the Products to the extent permitted under applicable law, including lost profits, lost savings, damages from physical injury to tangible property, personal injury or death. The remedies of Wholesaler for Product defects are Wholesaler’s exclusive remedies; provided that, if the exclusive remedies shall ever be deemed to have failed of their essential purpose, then LIFE PRIORITY, INC.’s liability shall in no event exceed the amount paid by Wholesaler for the Products at
  • Customer Claims Procedures. LIFE PRIORITY, INC. will refer Customers to Wholesaler for resolution of any claims. LIFE PRIORITY, INC. and Wholesaler agree to cooperate as reasonably requested in an investigation of any claim, and Wholesaler agrees promptly to furnish to LIFE PRIORITY, INC. any information which Wholesaler may have concerning any claim. LIFE PRIORITY, INC., in its sole discretion, shall have the option to replace or refund to Wholesaler or the Customer any amounts paid for the Product at issue. In the event that LIFE PRIORITY, INC. chooses to pay a refund to a Customer, Wholesaler agrees to refund to LIFE PRIORITY, INC. the portion of the purchase price it received from the Customer. Wholesaler shall accept from LIFE PRIORITY, INC. replacement Products to correct warranty problems and shall be responsible for delivering them to the Customer.

 

5.  PROPRIETARY INFORMATION AND OTHER INTELLECTUAL PROPERTY

 

  • On the date that title to the Products passes to Wholesaler, Wholesaler shall acquire good and clear title from LIFE PRIORITY, INC. to each unit of the Products purchased hereunder. However, Wholesaler acknowledges that any and all of the Trademarks, trade names, trade secrets, copyrights, patents and other intellectual property rights used or embodied in or in connection with the Products shall be and remain the sole property of LIFE PRIORITY, INC. and its Affiliates. Wholesaler agrees not to challenge the validity of LIFE PRIORITY, INC.’s patents, trade secrets, trademarks, copyrights, registrations or applications therefor or other proprietary rights in the Products during the term of this Agreement, any renewals or extensions thereof, and after any termination or expiration thereof.

 

  • Wholesaler shall protect the Proprietary Information of LIFE PRIORITY, INC. in the same manner and to the same extent as it protects similar information of its own (but must in any event use reasonable care for the protection of the Proprietary Information), and it must not use, reproduce, distribute or disclose the disclosing party’s Proprietary Information to anyone other than its employees, agents or independent contractors who have a specific need to know such information and have been informed and obligated in writing to observe the confidentiality obligations imposed by this Agreement. Wholesaler shall maintain the Confidential Information in secret during the term of this Agreement, any renewals or extensions thereof, and for a period of five (5) years after any termination or expiration of this Agreement. Wholesaler shall maintain the Trade Secrets in secret during the term of this Agreement, any renewals or extensions thereof, and after any termination or expiration thereof, and shall continue to maintain the Trade Secrets in secret for so long as the information is considered by LIFE PRIORITY, INC. to be a Trade Secret and so long as a court of law of no further appeal has not determined that the trade secret status of the information has been lost.

 

  • Wholesaler acknowledges that a breach of Wholesaler’s obligations under this Section 5 may cause irreparable damage to LIFE PRIORITY, INC., which may not be compensable in monetary damages, and that LIFE PRIORITY, INC. shall be entitled, as a matter of right, to seek and obtain injunctive relief to prevent any such breach without the need for posting a

 

6.  QUOTA, TERM AND TERMINATION

 

  • Quota. In order to be classified as a Wholesaler, Wholesaler must purchase a minimum of two thousand dollars ($2,000.00) of Products annually, commencing on the Effective Date; otherwise, LIFE PRIORITY, INC. may terminate this
  • Term. The term of this Agreement shall commence on the Effective Date and may be terminated with or without cause by LIFE PRIORITY, INC. or Wholesaler at any
  • Effect of Termination. Upon termination of this Agreement, all rights and licenses granted to Wholesaler under this Agreement shall immediately terminate except as expressly provided in this Section 6.3. Further, Wholesaler shall desist from holding itself out as an authorized Wholesaler of LIFE PRIORITY, INC. and shall cease all distribution of the Products and return to LIFE PRIORITY, INC. all LIFE PRIORITY, INC. literature; provided, however, that Wholesaler shall have the right to distribute its remaining inventory of the Products in accordance with and subject to this Agreement for a maximum of ninety (90) days after the effective date of termination, after which all Product remaining in inventory must by destroyed by Wholesaler, unless LIFE PRIORITY, INC. shall at any time exercise its option by written notice to Wholesaler to repurchase Wholesaler’s remaining inventory at the price(s) paid by Wholesaler to LIFE PRIORITY, INC., in which event, LIFE PRIORITY, INC. will pay any shipping fees associated with returning the Products. The termination of this Agreement shall not, unless otherwise provided in the termination notice, terminate or be deemed to terminate any other agreement then in effect between the
  • Liability upon Termination. Neither party hereto shall be liable to the other party for damages, losses, costs or expenses of any kind or character whatsoever arising from the termination of this Agreement, whether such damages, losses, costs or expenses arise from the loss of prospective sales or expenses incurred or investments made in connection with the establishment, development or maintenance of Wholesaler’s business, or any other reason whatsoever; provided, however, that such termination shall not affect any claim, demand, liability or right of either party arising pursuant to this Agreement prior to the termination, or arising after termination in connection with sale by Wholesaler of its remaining inventory of the Products.
  • LIMITATION OF LIABILITY. IN NO EVENT SHALL LIFE PRIORITY, INC. BE LIABLE UNDER ANY THEORY TO WHOLESALER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE OR LIFE PRIORITY, INC. WAS ADVISED OF THE POSSIBILITY OF SUCH

7.  MISCELLANEOUS PROVISIONS

 

  • Entire Agreement; Amendments; Waiver. This Agreement, together with any Exhibits and Appendices, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written agreements. This Agreement may not be amended or modified, nor any part waived, except by a further written agreement signed by the parties hereto. No failure or delay on the part of LIFE PRIORITY, INC. in exercising any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or of any other right or
  • Assignment. Wholesaler shall not assign its rights or delegate its performance hereunder without the prior written consent of LIFE PRIORITY, INC., and any attempt to do so without such consent shall be void and of no power or effect. LIFE PRIORITY, INC. may assign this Agreement or any portion of it without the consent of
  • Notice. All notices and communications required or permitted pursuant to this Agreement shall be in writing and shall be delivered via certified mail or nationally recognized courier service to the other party at the address shown below (or at such other address as may be specified by a notice given to the other party in accordance with this Section 7.3) and shall be effective when actually delivered to such
  • Severability. If any one or more of the provisions in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained
  • Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas and of the United States of America without reference to any conflicts of law principles; the parties submit themselves to the jurisdiction of the federal and state courts located in Johnson County, Kansas, which shall have exclusive jurisdiction of any disputes arising hereunder, and the parties waive any objection to venue
  • Force Majeure. LIFE PRIORITY, INC. will not be liable for delays in delivery or the failure to perform its obligations under this Agreement, if such failure is caused by the occurrence of any force majeure beyond its reasonable control, including without limitation product allocations, material shortages, labor disputes, strikes and other industrial disturbances, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government orders, fires, floods, severe weather conditions, accidents, computer interruptions, acts of terrorism, epidemics, quarantine restrictions, riots, insurrections or war. LIFE PRIORITY, INC.’s time for delivery or performance will be extended by the period of such delay or LIFE PRIORITY, INC. may, at its option, allocate production and delivery among its customers, or cancel or reduce any order or remaining part thereof, in its sole discretion without liability to Wholesaler.
  • Headings. Section headings herein are for convenience only and shall in no case be considered in construing this
  • Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The person signing below on behalf of Wholesaler warrants that he or she has full authority to execute this Agreement and to bind Wholesaler and that all actions on behalf of Wholesaler required to authorize execution and performance of this Agreement have been duly

 

Appendix A

 

Life Priority Advertising and Reprint Policies 

Life Priority brand vitamins and nutritional supplements are evidence-based, scientifically formulated, premium-quality products. Life Priority Life Priority, Inc. (the “Company”) is committed to maintaining the Life Priority brand value, integrity and exceptional customer satisfaction developed over more than 28 years in the industry. The Company has established these Advertising and Reprint Policies for Life Priority products (the “Products”).

 

For purposes of these Policies, “Resellers” include all authorized distributors and wholesalers (“Authorized Resellers”), as well as third party customers (i.e., Authorized Resellers’ customers) that resell Life Priority products to consumers.

Revised Effective February 5, 2022:

  1. Advertising Life Priority Products
  •  Resellers must feature Life Priority brand Products as premium-quality products by (i) maintaining up-to-date customer educational materials about the Products and (ii) for catalog and online Resellers, displaying a telephone number which customers may call to obtain Product information from knowledgeable staff.
  • Ad copy and website materials must not misrepresent the brand or source of the Products and must not be misleading to customers (for example, Resellers print materials and websites may not try to impersonate or mirror the likeness or overall appearance of Life Priority’s website at lifepriority.com).
  • Online, Pay-Per-Click (“PPC”) ads for Life Priority branded terms (“Branded Terms”) may never appear above lifepriority.com ads and should always rank below #1. A list of these Branded Terms may be accessed by logging in to your online Life Priority account. The list is updated from time to time and Authorized Resellers should review it prior to placing new PPC advertising. The list includes use of the Life Priority name and a few other variations, and trademarked products.
  • URLs, including subdomains, must not impersonate or contain, in whole or in part, the “Life Priority” trademark and must not contain any of the Life Priority

Branded Terms or their misspellings. For example, sites such as www.lifepriority-japan.com, www.life-priority-products.net and http://lifepriority.products.com would not be permitted. Branded Terms may not be used as part of Social Media or directory site listings. For example, the site listing www.digg.com/lifepriority would not be permitted. Any domain name registrations Wholesaler obtains in violation hereof shall be immediately transferred to LIFE PRIORITY, INC..

  • Advertising by Resellers on Life Priority’s Social Media pages (including comments on the Life Priority blog, Facebook, Twitter, Instagram, or YouTube pages), including use of Facebook tags and similar devices to drive traffic from Life Priority sites to Reseller sites, is not
  • Internet ad landing pages must comply with the requirements for Use of Life Priority

 

  1. Use of Life Priority Content
  •  Many Resellers like to use Life Priority digital assets, including Web site content such as text and images, (collectively, “Content”), Life Priority trademarks (collectively “Marks”), and Life Priority logos (collectively “Logos”), in their catalogs, newsletters and mailings, Web sites and blogs to help promote the sale of the products, and in general, the Company encourages this practice because it provides well-presented, accurate information to educate customers about the Life Priority brand and
  • Life Priority Content is protected by copyright and trademark law. Use of Life Priority Content, Marks, and Logos must be approved by the Company in advance. The Company reserves the right to withhold or withdraw consent to any use of Life Priority Content, Marks or Logos at any time, and upon such notice the Reseller will promptly cease and desist the unauthorized use of the Content, Marks or Logos. If a Reseller fails to comply with this Advertising and Reprint Policy, the Resellers copyright and trademark licenses are automatically
  • The following are requirements for all approved use of Life Priority Content:
    • The Content must be reproduced
    • In print media, “Reprinted with permission of Life Priority” must appear at the beginning or end of the
    • Online, a link to the original Content on lifepriority.com must be displayed at the immediate top or bottom of the Content, and must appear above any medical references. The language for the link should read: “Reprinted with permission of Life Priority.”
    • Online links within Content are not permitted, with the exception of a link to the original Content on lifepriority.com.
    • Use of “Daily News” articles is strictly prohibited due to syndication restrictions.

 

  1. Compliance

 

  • Resellers must comply with these Advertising and Reprint Policies, and all applicable governmental laws, regulations and orders relating to their activities hereunder, including but not limited to the federal Dietary Supplement Health and Education Act of 1994 (DSHEA), the Federal Trade Commission Act, the Lanham Act and regulations promulgated pursuant thereto, and similar state laws and regulations, reporting and licensure requirements, and export and import controls, if Resellers shall not make claims that the Products are intended to diagnose, treat, cure, or prevent any disease in violation of DSHEA.
  • If it is determined by the Company that a Reseller has violated the terms of these Advertising and Reprint Policies, the Company may require all Resellers (not just the party which sold Products to the offending Reseller) to cease and desist all further sales to that offending Reseller. It is the responsibility of all Resellers of the Products to assist in the policing of these Advertising and Reprint Policies as to those persons to whom they, or other Resellers, sell the Products, and if a violation is discovered, to immediately contact the Company with the identity of the offending party (regardless of which Reseller may have actually sold the Product), as well as the facts and circumstances surrounding the alleged
  • These Advertising and Reprint Policies may be changed at any time without advance notice by the Company. You are responsible for complying with these Advertising and Reprint Policies as contained in the online Terms and Conditions of your Wholesale Agreement with the Company and for your easy reference, posted online at Your
  • The Company strongly believes in these Advertising and Reprint Policies and has made them a condition of advertising our Products. The Company reserves the right to revoke any Resellers authorization to sell Life Priority brand Products. Failure to comply with these Advertising and Reprint Policies may result in price restructuring, termination of sale and shipment of Products to you for the duration of the non-compliance, termination or your right to use Life Priority copyrighted materials and trademarks, and possible termination of your contract with the Company.

 

  1. Company Contact

If you have questions about the Life Priority Advertising and Reprint Policies, please contact:

Michelle Pryor
Owner
Email: mpryor@lifepriority.com
Phone: 800-787-5438

 

Appendix B

Life Priority® Wholesale Return Policy

Revised Effective February 6, 2022

We will accept returns from our wholesale customers and issue a credit to your account for the following reasons only:

  • The product is damaged in shipping.
    1. Damages must be reported within 48 hours of receipt of shipment.
    2. A photo of the damaged product/shipment is required.
    3. For a freight delivery, a signed Bill of Lading is required.
    4. If pre-existing damage is confirmed after our investigation, we will replace the product or refund the purchase at our discretion.
  • The product is defective. A photo of the defective product is required.
  • The product is short dated.
    1. A product is short dated if it has less than 6 months’ shelf life remaining when you receive it.
    2. Short-dated product must be reported within 7 days of receipt of shipment.
  • The product was shipped to you in error by This error must be reported within 7 days of receipt of shipment.
  • You ordered a product in error.
    1. This error must be reported within 7 days of receipt of shipment, and you will have 45 days from the date of receipt to return the product.
    2. You are responsible for the cost of return.
  • To allow you to try various products from our line, we allow you 45 days from the date of purchase to return any product that you had not previously ordered for a full refund. You are responsible for the cost of the product.
  • The shipment was lost in Any claims of lost shipments must go through the carrier for investigation. Once the investigation is completed, we will determine if the order will be replaced or credited.

We will NOT accept returns for the following reasons:

  • Products are not selling on your shelf/website.
  • Products in your inventory are about to expire or have expired.
  • Products are damaged while in your possession.
  • Products returned to you by your customer.
    • If the item is past the 45 days return policy, there will be no refunds.
  • If your store is closing and you wish to return your remaining inventory
    • If the item is past the 45 days return policy, there will be no refunds.
  • All return matters may be reported by calling 1-800-787-5438 or via email to mpryor@lifepriority.com.
  • For all returns, you must include a letter with the name of the product, number of bottles returned, the lot number from back of the bottle, and the reason for the return. Without all this information, credit will not be issued. A copy of your invoice from us would also be helpful for proper credit.
  • The photo must show the front and back of the product and must display the lot number and