Standard Process Inc.

Healthcare Practitioner Terms and Conditions

1. Definitions.

1. "Customer" means a purchaser of the Standard Process Products who is the ultimate consumer of the Standard Process Products and who does not intend to re­sell the Standard Process Products to any third party.
2. "Minimum Advertised Price Policy" means the then-current Standard Process Minimum Advertised Price Policy (MAP), as may be amended from time to time, a current copy of which has been provided to You and updated copies may be found at www.standardprocess.com/Policy/MAP.
3. "Resale Policy" means the then-current Practitioner Resale Policy of Standard Process Inc.®, Standard Process Veterinary Formulas™ and MediHerb® Products, as may be amended by Standard Process from time to time, a current copy of which is available for viewing here.
4. "Standard Process Marks" means Standard Process' (or third parties' used by Standard Process with permission) proprietary trademarks, service marks, trade names, branding, or logos made available for use in connection with this Agreement.
5. "Standard Process Products" means those nutritional supplements and other products manufactured and/or sold by Standard Process and made available to You for sale to Customers as determined from time to time by Standard Process in its discretion.
6. "Suggested List Prices" means the then-current prices on the price list L5200 or such other place as Standard Process shall publish its suggested prices for end-users of its Products.
7. “You” or “Your” shall refer to the individual person approving these Terms and Conditions, the qualified healthcare practitioner associated with this practice, any business entity through which such persons conduct the healthcare practice, and any additional owners, officers, agents or employees working with or for the healthcare practice.

2. Sale of Standard Process Products.

1. Practitioner Resale Policy. Except as otherwise expressly authorized in writing, Your sale of Standard Process Products is subject to the terms and conditions set forth in the Practitioner Resale Policy. You acknowledge that You have read the terms of the Resale Policy and agree to be bound by its terms and conditions. As part of the Resale Policy, You acknowledge that Standard Process Products may not be sold or promoted for sale (i) outside of the United States, (ii) online except as expressly authorized in writing by Standard Process, or (iii) to any person or entity You know or have reason to know intends to re-sell the Standard Process Products.
2. Healthcare Decisions and Compliance with Laws. Standard Process is a manufacturer and/or seller of nutritional products, not a health care professional, and as such we do not provide healthcare advice to Your Customers or monitor their use of Standard Process Products. To the extent You deem it required or appropriate, it is Your responsibility to provide healthcare advice to Your Customers, to guide them regarding their purchase decisions and to monitor their use of Standard Process Products. In addition, in connection with Your offering or sale of Standard Process Products, You agree to comply with all federal, state, or local laws and regulations relating to such offerings and sales. Without intending to be all-inclusive, it is expressly noted that FDA requirements prohibit disease claims from being associated with dietary supplements. In order to protect You, Customers and Standard Process from potential legal liability, Standard Process Products may not be displayed or mentioned in association with disease claims. Only claims that appear on the Standard Process website (www.standardprocess.com) may be used. As such, product reviews and testimonials must be monitored and must not include disease claims.
3. Your Reseller Discount. Unless otherwise modified by Standard Process, Your standard order purchase price for the Standard Process Products shall be equal to 50% of the Suggested List Prices. This shall be a net price payable to Standard Process and if paying by credit card, You shall be responsible for all applicable credit card fees. Your purchase price for drop ship and other non-standard orders may vary from the standard order price; for details on this pricing, contact Standard Process customer service.
4. Credit Terms. If Standard Process allows You to purchase Standard Process Products on credit (without full payment at the time of purchase), which allowance shall be in Standard Process’ sole discretion, or if Your payment is returned or otherwise not completed, the following terms apply:
   1. Set-off rights – In connection with any amounts owed by You to Standard Process and in addition to any rights under applicable laws, Standard Process shall have the right to set off against any funds otherwise owed to You.
   2. Interest – In connection with any amounts owed by You to Standard Process, with such indebtedness existing for at least 30 days, Standard Process shall have the right to also recover from You the lower of 12% annual interest or the maximum interest rate allowed by law.
5. MAP Policy. Standard Process has a MAP Policy that applies to all authorized resellers of Standard Process Products in the United States of America. This section is intended to solely inform You of the MAP Policy. It does not constitute consideration for any agreement between You and Standard Process and does not separately constitute an agreement between You and Standard Process regarding the price charged to customers for the Products. Standard Process does not seek, nor will it accept, from You any assurance of compliance with the MAP Policy.
6. Recall: If we determine that information has surfaced that may require a recall or market withdrawal of any Standard Process Product, we will advise You of our determination. We shall have the right to control the activities of any recall, and You shall cooperate in all respect with our instructions and requirements related to the recall process and the affected Standard Process Products. You agree to promptly refer to us all Customer or consumer complaints involving the health, safety, quality, composition, or packaging of Standard Process Products, or communications which in any way could be detrimental to the image or reputation of us, and You shall notify us of any governmental, Customer or consumer inquiries regarding the Standard Process Products about which You become aware.

3. License Grant. Subject to and conditioned on Your compliance with all of these Terms and Conditions, we hereby grant You a limited, revocable, non­ exclusive, non-transferable, non-sublicensable license during the term of the Agreement to display or use certain Standard Process Marks in compliance with usage guidelines that we may specify from time to time. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted, including the right to review and approve, in our sole discretion, Your use or intended use of Standard Process Marks, at any time, without limitation. You shall not create, register, or use any domain name or any mobile application that contains any Standard Process product name or any Standard Process Mark, nor a misspelling or confusingly similar variation of any Standard Process product name or any Standard Process Mark. You shall not advertise, market, display, or show non-Standard Process products together with the Standard Process Products in a manner that would create the impression that the non-Standard Process products are made by, endorsed by, or associated with Standard Process.

4. Intellectual Property Ownership. You acknowledge that, as between You and us, we own all right, title, and interest, including all intellectual property rights, in and to the Standard Process Marks. You will use commercially reasonable efforts to safeguard the Standard Process Marks from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if You become aware of any infringement of any intellectual property rights in the Standard Process Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. In addition, except as expressly provided, nothing in this Agreement provides You with any rights or interest in any other intellectual property of Standard Process, including, but not limited to patents, copyrights, and trade secrets. 

5. Indemnification. You agree to indemnify, defend, and hold harmless Standard Process and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all third-party claims and corresponding losses, damages, liabilities, deficiencies, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, to the extent arising from or relating to Your (in)actions or Your breach of this Agreement.

6. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR STANDARD PROCESS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN TWO (2) YEARS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

7. Termination. We may immediately terminate or suspend Your right to sell Standard Process Products, any other rights granted or assumed by these Terms and Conditions, and/or Your licenses under this Agreement, in our sole discretion at any time and for any reason or no reason, by providing notice to You. You may terminate this Agreement at any time by providing notice and ceasing Your use of the Standard Process Marks. Upon termination of this Agreement for any reason, all licenses and rights granted to You under this Agreement will also terminate and You must cease using, destroy, and permanently erase from all devices and systems that You directly or indirectly control, all copies of the Standard Process Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement, will survive termination. Termination will not limit any of Standard Process rights or remedies at law or in equity. Upon termination or suspension, Standard Process may choose, in its sole discretion (taking into account such factors as whether or not the termination or suspension was caused by a breach of this Agreement by Provider and whether or not fulfillment would be in accordance with applicable law), to continue to fulfill or decline to fulfill any Customer orders received before such termination or suspension.

8. Governing Law and Jurisdiction. These Terms and Conditions and any enforcement or other claim relating to them or relating to Your sale Standard Process Products or relationship with Standard Process shall be governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wisconsin. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the state or federal courts located in Milwaukee County, WI, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. In connection with any such judicial proceeding, if the party bringing the action prevails, that party shall be entitled to recover its reasonable costs and expenses (including without limitation attorneys' fees) incurred with respect to those claims upon which it prevails.

9. Miscellaneous. These Terms and Conditions (and the included or referenced attachments) constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent by electronic mail to sales@standardprocess.com and are deemed given upon receipt by us. Similarly, You hereby consent to receiving electronic communications from us. You agree that any notices, agreements, disclosures, or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by You or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. The right to sell Standard Process Products as a result of accepting these Terms and Conditions is personal to You and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect.