Neuro Nutrients has implemented these Authorized Reseller Terms and Conditions (the “Terms”), which apply to all healthcare professional customers in the United States of America. By purchasing Neuro Nutrientss products for retail sale to your patients and clients, you (“Reseller”) agree to adhere to the following terms. Until such status is otherwise revoked by Neuro Nutrients, in Neuro Nutrients sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder. Neuro Nutrients may review Reseller’s activities for compliance with the Terms, and Reseller agrees to cooperate with any investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of the Products.

1. Establishing a Professional Account. Unless separately authorized in writing by Neuro Nutrients, by establishing a Professional Account and purchasing the Products, you represent and warrant that you:

1. are a licensed medical professional, certified by, and in good standing with, your relevant state professional and regulatory authority; and
2. have provided or will provide to Neuro Nutrients a copy of your current license, degree, or health practitioner certificate; and
3. are purchasing our Products solely for sale to your patients and clients at your place of business as designated by you in your Professional Account application; and
4. will sell our Products solely to individuals that you believe are purchasing our Products for their personal use; and
5. will only sell our Products at your place of business as designated by you in your Professional Account application.
6. WILL NOT sell our products on Amazon or eBay

2. Purchase Orders; Payment; Returns. Orders for Products (“Purchase Orders”) made by Reseller shall be paid for via a prepaid check or credit card. Account terms are not permitted. Neuro Nutrients reserves the right to reject any Purchase Order, in whole or in part, for any reason. Product returns and/or credits will not be granted.

3. Authorized Customers Reseller is authorized to sell Products to End Users. An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party. Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Reseller shall not sell, ship, invoice, or promote the Products outside the United States of America without Neuro Nutrient’s prior written consent.

4. Online Sales. Reseller shall not advertise or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Walmart Marketplace, Target+, or Sears Marketplace), mobile application, or other online forum without the prior written consent of Neuro Nutrients. Any Reseller that violates this restriction is subject to immediate and permanent revocation of its status as an Authorized Reseller and purchasing privileges.

5. Sales Practices Reseller shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Neuro Nutrients. Reseller shall comply with any and all applicable laws, rules, regulations, and policies (a) applicable to Reseller’s business, and/or (b) related to the marketing and sale of the Products. This requirement includes any and all consumer safety- or consumer protection-related laws, including, but not limited to the California Safe Drinking Water and Toxic Enforcement Act of 1986, as amended, AKA California Proposition 65 (“California Proposition 65”). Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Neuro Nutrients or the Products.

6. Product Care, Customer Service, and Other Quality Controls. Reseller must sell Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to the Products or their packaging is prohibited. Reseller shall not tamper with, deface, or otherwise alter batch codes, lot codes, or any other identifying information on Products. Further, Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products.

1. Reseller shall comply with all instructions provided by Neuro Nutrients regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Reseller shall store the Products in a cool, clean, dry place, away from direct sunlight, extreme heat, and dampness.
2. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations are not permitted. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller 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. Reseller shall not alter or dilute Products.
3. Reseller shall not resell any Product that has been returned opened or repackaged.
4. Promptly upon receipt of the Products, Reseller 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, Reseller must not offer the Product for sale and must promptly report the Defect to Neuro Nutrients at Support@neuronutrients.com.
5. Reseller shall cooperate with Neuro Nutrients with respect to any Product tracking systems that may be implemented from time to time.
6. Reseller shall cooperate with Neuro Nutrients with respect to any Product recall or other consumer safety information dissemination efforts.
7. Reseller shall cooperate with Neuro Nutrients in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

7. Intellectual Property Reseller acknowledges and agrees that Neuro Nutrients owns all proprietary rights in and to the brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Neuro Nutrients IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Neuro Nutrients solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the Neuro Nutrients IP shall inure solely to the benefit of Neuro Nutrients. Reseller’s use of the Neuro Nutrients IP shall be in accordance with any guidelines that may be provided by Neuro Nutrients from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. Neuro Nutrients reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Neuro Nutrients IP at any time, without limitation. Upon request by Neuro Nutrients, Reseller shall be required to submit samples of any manner of its display of the Neuro Nutrients IP and samples of the Products. Reseller shall not create, register, or use any domain name or any mobile application that contains any Neuro Nutrients product name or any trademark owned by or licensed to Neuro Nutrients, nor a misspelling or confusingly similar variation of any Neuro Nutrients product name or any trademark owned by or licensed to Neuro Nutrients.

8. Termination In addition to all other available remedies, if Reseller breaches any of the Terms, Neuro Nutrients reserves the right to terminate the Reseller’s Account and status as an Authorized Reseller with written or electronic notice. Upon termination of a Reseller’s Account and status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Neuro Nutrients Products or has any affiliation whatsoever with Neuro Nutrients with respect to the Products; and (iii) using all Neuro Nutrients IP.

9. Warranty Disclaimer. NEURO NUTRIENTS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE.

10. Indemnification. Except as otherwise provided herein, Reseller shall, and hereby does, indemnify, defend, save and hold harmless, Neuro Nutrients, and its directors, officers, employees, shareholders, members, partners, counsel, auditors, accountants, agents, advisors and all other representatives and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (a) any breach of, or failure to perform, any term, covenant or condition in the Terms by Reseller, (b) any failure by Reseller to comply with applicable laws (including, but not limited to, any consumer protection law, such as California Proposition 65), or (c) the negligence or willful misconduct of Reseller or its officers, employees, agents or contractors.

11. Limitation of Liability. NEURO NUTRIENTS SHALL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. NEURO NUTRIENTS AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTHERWISE BY IT ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAYABLE BY RESELLER TO NEURO NUTRIENTS DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE, WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

12. Availability of Injunctive Relief. If there is a breach or threatened breach of Sections 1 (Establishing a Professional Account); 3 (Authorized Customers), 4 (Online Sales), 5 (Sales Practices), 6 (Product Care and Quality Controls), 7 (Intellectual Property), or 8 (Termination), it is agreed that Neuro Nutrients will have no adequate remedy in money or other damages at law. Accordingly, Neuro Nutrients shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms 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 the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Neuro Nutrients to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Neuro Nutrients right to fully enforce any or all provisions and parts thereof.

13. Miscellaneous.

1. Modification. Neuro Nutrients reserves the right to update, amend, or modify the Terms with written or electronic notice. Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Neuro Nutrients IP, or use of any other information or materials provided by Neuro Nutrients to Reseller will be deemed Reseller’s acceptance of the amendments.
2. Force Majeure. Neuro Nutrients shall not be deemed to be in breach hereof or liable to Reseller in any manner on account of any delay in delivery or other performance caused in whole or in part by, or otherwise materially related to, the occurrence of any contingency beyond Neuro Nutrients control, including without limitation, fire, flood, pandemic, terrorist threats or acts, riot or other civil unrest, war, invasion, hostilities, strikes or other labor disputes, embargoes or transportation delays, shortage of labor, inability to secure fuel, energy, materials, supplies or power at reasonable prices from regular sources or on account of shortages thereof, delays or failures of any of Neuro Nutrients suppliers to deliver, acts of God or of a public enemy, the effect of any existing or future laws, acts or regulation of any applicable federal, state or local government, or any other commercial impracticability.
3. Severability. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.
4. Survival. The following provisions shall survive the termination of the Terms: Section 7 (Intellectual Property); Section 10 (Indemnification); Section 13(d) (Survival); Section 13(e) (Governing Law and Venue); Section 13(f) (Confidentiality); and Section 13(g) (Waiver of Jury Trial).
5. Confidentiality. The Terms, together with any attachments, constitute confidential, proprietary information of Neuro Nutrients and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Neuro Nutrients.
6. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

14. MAP Policy. Neuro Nutrients has unilateral Minimum Advertised Price (“MAP”) policies that apply to all resellers of Products located within the United States