Resale Agreement


This resale agreement (the "Agreement") is made and entered into as of the date signed by Qualified Healthcare Provider (“QHP”) ("Effective Date"), by and between Advanced Humeomics, LLC (“AH”), a California limited liability corporation, having an address of One World Trade Center, 8th Floor, Long Beach, CA 90831, 888.836.3381 and the following QHP:

WHEREAS, AH is a producer and seller of a professional line of supplement products (“Products”), which are available for sale to consumers through health care professionals; and

WHEREAS, QHP desires to purchase Products from AH and AH desires to sell Products to QHP for the benefit of QHP’s health care practice, patients or clients on the terms set forth herein;

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereby agree, as follows:

  1. Purchase and Supply. This Agreement shall govern QHP’s establishment and maintenance of an account with AH for the purpose of placing orders to purchase Products (“Account”). Subject to the terms and conditions of this Agreement, AH will sell to QHP, and QHP shall purchase from AH, the Products in such quantities and at such times as ordered by QHP during the Term (defined below). This Agreement does not obligate QHP to order any Product, nor does it obligate AH to provide all of QHP’s order requirements. All orders are subject to acceptance by AH and to AH’s right of repurchase as set forth in Section 7(c) of this
  2. QHP’S Qualifications. QHP must have credentials as a health care practitioner in order to establish and maintain an Account. The sufficiency of a QHP’s credentials shall be determined by AH in its sole discretion. QHP shall immediately notify AH of the loss of any credential submitted to AH when QHP applied to open the Account. As a health care professional, QHP agrees to sell and administer the Products strictly in accordance with all applicable laws and regulatory requirements, and in accordance with the applicable medical standard of
  3. Authorized Users. Only QHP’s and his or her employees are eligible to access and use the Account (“Authorized Users”). QHP agrees that it shall not share its Account nor permit its use by any person except for Authorized Users. QHP is responsible for all orders placed on the Account, whether by Authorized Users or others, and for compliance by all such persons with the terms of this Agreement. QHP will use reasonable commercial efforts to prevent unauthorized use of the Account and will promptly notify AH, in writing, if QHP knows or suspects that its Account has been used by anyone other than Authorized Users. QHP agrees to assist AH in identifying unauthorized users of the Account and in taking corrective actions that AH deems appropriate in its sole and exclusive
  4. QHP’s Responsibilities.
    • Resale Only to End Users. QHP represents, warrants and agrees that QHP will sell or provide Products only to end users of the Products who are under QHP’s care, and will not supply Products to distributors or resellers. If QHP supplies Products to a distributor or reseller in violation of the foregoing, sales by such reseller or distributor shall be attributed to and treated as if made by QHP for purposes of calculating Liquidated Damages set forth in Section 6(c)
    • Internet Sales Restrictions. QHP represents, warrants and agrees that it shall not list, offer for sale, sell or distribute any Products via any website without the prior written consent of AH, which consent may be granted, withheld or conditioned at AH’s sole
    • No Internet Advertising. QHP agrees that it will not advertise Products on the Internet outside of QHP’s own website, including banner advertisements, pop-up advertisements and sponsored searches (e.g., Google AdWords, Yahoo! Search Marketing, and Bing Search Marketing).
    • Domestic Sales Only. QHP will not sell any Product outside the United
    • Pharmacy Sales. If QHP is a licensed pharmacist, QHP agrees to keep all Products behind the counter and out of the customers’ view, unless QHP first obtains the prior written consent of AH to display Products otherwise, which consent may be granted, withheld or conditioned at AH’s sole discretion.
    • No Off-Label Claims. QHP shall not make any false or misleading representations regarding the Products nor make any representations or warranties with respect to the Products that are not contained within or consistent with AH’s provider literature describing the
    • Adverse Events. QHP agrees to promptly notify AH of any complaint or adverse claim about any Product or its use of which QHP becomes aware and to provide reasonable assistance in the investigation of any such complaint or
    • Restricted Products; Indemnification. Some Products shipped to QHP at an address outside the State of California may be marked with the words, “Not for sale in California” or words of similar import (“Restricted Products”). QHP acknowledges and agrees that Restricted Products, if sold in California, would require a warning under California’s Safe Drinking Water and Toxic Enforcement Act of 1986 (hereinafter referred to as the “Act”). QHP acknowledges and agrees that it would not be practicable for AH to pre-label Restricted Products which are shipped to a non-California address with the required warning in that a substantial amount of its sales of such Restricted Products would be to end users outside California. QHP further acknowledges that QHP will be in a better position to know which Restricted Products, if any, it will sell in California. Accordingly, QHP agrees that it will not sell any Restricted Products to end users in California unless it provides a warning that complies with the requirements of the Act. Any Restricted Products sent to QHP at a shipping address in the State of California will be pre- labeled with an appropriate warning under the Act and QHP agrees not to remove or alter any such warning on any Product if such Restricted Product is sold in California. A QHP who sells AH products in violation of the foregoing agrees to indemnify and hold AH harmless for any claims, liability or costs related to any sales made by QHP which do not comply with the Act, including reasonable attorneys’ fees and other court costs. A complete list of Restricted Products is available from AH Customer Service (310-210-5239).
  5. Termination
    • Term. Unless sooner terminated as provided herein, this Agreement shall commence on the Effective Date and continue in full force and effect for a period of one (1) year (“Term”) and shall automatically renew for additional terms of one (1) year unless written notice is provided by the terminating party to the other party at least 30 days prior to the anniversary of the Effective
    • Voluntary Termination. Either party may voluntarily terminate this Agreement at any time and for any reason upon written notice to the other
    • Termination Due to Breach. AH may terminate this Agreement immediately by written notice to QHP upon QHP’s breach of any material term of this Agreement. If this Agreement is terminated by AH due to QHP’s breach, at AH’s election, QHP will permit AH to repurchase all Products QHP has on hand within fourteen (14) days of notice of termination, with the cost of shipping paid by QHP. The repurchase price paid by AH shall be the original price actually paid by QHP less a 20% restocking fee. AH shall inform QHP in its notice of termination whether it elects to repurchase any Product and shall pay for the repurchase within 30 days of receipt of the
    • Consequence of Termination. Upon termination of this Agreement, in addition to any rights or remedies that either party may have under this Agreement, in law or in equity, QHP shall no longer be permitted to purchase any
  6. Remedies.
    • General. Any failure to comply with this Agreement shall be a material breach and will result in termination of this Agreement and of QHP’s right to purchase Products. Further, AH shall be entitled to pursue any and all other remedies provided herein or available at law or in
    • Injunctive Relief. QHP acknowledges that its breach of this Agreement will irreparably harm AH’s brand reputation and goodwill as a professional line of supplement products, and that the harm caused may not be susceptible to measurement of money damages alone. Accordingly, AH will have the right to obtain an injunction or other equitable relief to prevent a breach or threatened breach of this Agreement, without the necessity of posting a bond or other
    • Liquidated Damages. QHP acknowledges that the terms of this Agreement are necessary and proper in order to protect AH’s brand reputation and goodwill as a professional line of supplement products. The Parties acknowledge and agree that if QHP fails to strictly comply with the terms of this Agreement, AH will be damaged and that the amount of damage to AH will be difficult or impossible to determine. Therefore, QHP agrees to pay the amount of liquidated damages set forth below in subsection (d) of this Section 6 (the “Liquidated Damages”). Liquidated Damages are intended to compensate AH for its monetary damages resulting from QHP’s breach of its obligations under Sections 3 and 4 of this Agreement. The parties further intend to make advance provision for Liquidated Damages in order to avoid controversy, delay and expense in the event of any breach of QHP’s obligations under Sections 3 and 4 hereof. AH may, but shall not be required, to invoice QHP for any Liquidated Damages assessment and may retain Liquidated Damages from any payment otherwise due to QHP. Payment or assessment of Liquidated Damages will not release QHP from any obligations under this Agreement.
    • Calculation. If QHP breaches its obligations under Sections 3 or 4 of this Agreement, then QHP will pay AH Liquidated Damages in an amount equal to $200.00 for each separate breach for each day that any breach continues. Each breach with respect to each Product shall be considered a separate breach for the purposes of this Section. For example, if three Products are involved over a period of 10 days, then that would be considered 30 breaches subject to Liquidated Damages of $6,000.00. The Liquidated Damages are being estimated based on the various damages that AH expects to suffer upon any breach of Sections 3 and 4 of the Agreement, including but not limited to lost sales and lost business; the infringement of AH’s trademarks and other intellectual property; the irreparable harm to AH’s business, customer relationships, goodwill and quality control procedures; and the costs of investigating any breaches. The Liquidated Damages will constitute AH’s sole and exclusive monetary remedy for damages suffered as a result of QHP’s breach of Sections 3 and 4 of this Agreement or that of any of its owners, employees, agents or subcontractors. AH has the right to recover, in addition to Liquidated Damages, any additional damages suffered as a result of QHP’s breach of any of its other obligations pursuant to this Agreement other than those set forth in Sections 3 and 4. Nothing in this Section will preclude AH from terminating this Agreement based on QHP’s breach at any time after an infraction, or from seeking monetary or other damages if QHP fails to perform its obligations in a manner that conforms in all respects to the requirements of this Agreement. QHP expressly acknowledges and agrees that the Liquidated Damages described in this Section are not a penalty and are reasonably estimated in light of the anticipated or actual harm that would be caused by a breach and the difficulty or impossibility of proving the amount of loss and the difficulty or impossibility of otherwise providing an adequate remedy to AH as a result of QHP's breach of Sections 3 and 4 of this Agreement. Nothing in this Section shall limit or restrict AH’s right to injunctive relief under Section 6(b) with respect to any breach by QHP of Sections 3 or 4
  7. QHP hereby agrees to hold harmless, defend and indemnify AH and its affiliates and their respective members, officers, directors, employees, agents and insurers from and against any and all claims, demands, lawsuits, losses, damages, injuries (including personal injury, sickness, death or property damage), expenses (including attorney fees), and other liabilities of any kind or nature, whether sounding in contract, tort, strict liability or otherwise, brought by or resulting from claims by third Parties which are based upon or arising out of any actual or alleged (i) negligence or intentional misconduct of, or nonperformance or breach of this Agreement by, QHP or its employees, agents, contractors, subcontractors or consultants, or (ii) violation of applicable law by QHP or its employees, agents, contractors, subcontractors or consultants.
  8. Disclaimer of Warranties. AH DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, NOT EXPRESSLY STATED IN THIS AGREEMENT, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
  9. Limitation on Liability EXCEPT AS OTHERWISE PROVIDED HEREIN, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OF ANY KIND, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCTS TO BE PROVIDED UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. AH’s LIABILITY FOR MONEY DAMAGES, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PRODUCT TO BE PROVIDED UNDER THIS AGREEMENT WILL NOT EXCEED THE PRICE OF THE PRODUCTS AT ISSUE. THESE LIMITATIONS WILL APPLY REGARDLESS OF THE LEGAL THEORY OF LIABILITY, WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER THEORY
  10. Independent Contractors. The relationship between AH and QHP is solely that of vendor and vendee. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment or fiduciary relationship between the parties or an employee/employer relationship. QHP is an independent contractor under this Agreement. Neither party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement, or undertaking with any third
  11. No Franchise or Business Opportunity Agreement. The parties acknowledge and agree that this Agreement is not a franchise or business opportunity agreement and does not create a franchise or business opportunity relationship between the parties. If any provision of this Agreement is deemed to create a franchise or business opportunity relationship between the parties, then AH shall have the sole discretion to immediately terminate this Agreement or negotiate with QHP in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as a reseller agreement and not a franchise or business opportunity agreement.
  12. Miscellaneous Provisions.
    • Jurisdiction; Venue. This Agreement shall be governed in all respects by the substantive laws of the State of California without regard to such state’s conflict of law principles. AH and QHP agree that the sole and exclusive venue and jurisdiction for disputes arising from this Agreement shall be in the U.S. District Court in the county of Los Angeles, and AH and QHP hereby submit to the jurisdiction of such courts; provided, however, that equitable relief may be sought in any court having proper
    • Attorney Fees. If any claim, suit or action is instituted to enforce the provisions of this Agreement or otherwise with respect to the subject matter hereof, the prevailing party will be entitled to recover its costs and reasonable attorney fees incurred in the preparation, prosecution, or defense of such claim, suit, or action, including such costs and fees on
    • Waiver. Failure by either party to enforce any of the terms and conditions of this Agreement shall not constitute or be deemed to be a waiver of such terms or conditions, or of the right thereafter to enforce all terms and conditions of this
    • Notices. Each party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each a “Notice”) in writing and addressed to the other party at the addresses set forth on the first page of this Agreement (or to such other address that may be designated and delivered by the receiving party from time to time in accordance with this subsection (d)). Each party shall deliver all Notices by personal delivery, nationally recognized overnight courier (with all fees prepaid) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective upon delivery of the Notice to such address.
    • Counterparts and Delivery. This Agreement may be executed in counterparts. Each counterpart will be considered an original, and all of them, taken together, will constitute a single Agreement. Electronic signatures will be deemed original signatures for all purposes under this Agreement. When properly signed, this Agreement may be delivered by facsimile or electronically, and any such delivery will have the same effect as physical delivery of a signed
    • Integration. This Agreement is the entire agreement between the parties concerning its subject matter; and supersedes all prior and contemporaneous oral and written agreements, commitments, and understandings concerning its subject matter. This Agreement shall prevail over any terms and conditions contained in or accompanying any purchase order issued by QHP and no such terms or conditions shall be effective to change or add terms or conditions

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.

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Signature Certificate
Document name: Resale Agreement
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Timestamp Audit
March 31, 2023 7:35 am PDTResale Agreement Uploaded by David Socol - contact@humeo.io IP 45.149.173.225
April 13, 2023 12:23 pm PDTDavid Socol - david@humeo.io added by David Socol - david@humeo.io as a CC'd Recipient Ip: 156.70.184.130
April 13, 2023 12:32 pm PDTDavid Socol - david@humeo.io added by David Socol - david@humeo.io as a CC'd Recipient Ip: 156.70.184.130
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