Corporate Internet Resellers Policy

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I. Introduction and Rationale

The Douglas Laboratories (Douglas Labs) Internet Resellers Policy governs the internet resale of products from Douglas Labs, a healthcare professional exclusive nutritional supplement company. This policy is provided to all new and existing healthcare professional (HCP) customers as a privilege and benefit of being a valued customer of Douglas Labs. Douglas Labs believes the guidance of a qualified and approved health professional is essential in order to maximize the effectiveness of our professional strength supplements; therefore, only approved licensed healthcare professionals may order directly from Douglas Labs. All HCP’s must submit their current license, degree or health practitioner certificate for Douglas Labs review prior to being granted approval to establish an account. In addition, Douglas Labs chooses to promote its supplements and provide special wholesale pricing only to those healthcare professionals who advertise pricing that Douglas Labs deems sufficient to support a high level of service and to encourage the commitment and investment of our customers in the brand. Douglas Labs reserves the right to deny any application. This policy is the unilateral will of Douglas Labs and this policy can be amended at any time. Such amendments will be communicated via mail and/or email to all involved parties.

II. Policy and Restrictions

a. Authorized Resellers: Only authorized healthcare professionals are allowed to sell Douglas Labs branded products through their website. An acceptable HCP reseller is someone who maintains and has submitted a current medical license, degree or certificate for Douglas Labs verification and approval. Such approved licensed HCP customers may resell HCP exclusive products through a website where he/she is accessible.

b. The HCP Internet Sales Channel: The internet is a means of communication, and opening the Douglas Labs brand to internet sales does not change the nature of the sales channel from an HCP channel to a DTC (direct to customer)/retail channel. The internet virtualizes the traditional pattern of the HCP-patient relationship. HCP customers shall sell products in unit volumes appropriate for individual personal use only.

c. Copyright and Trademark: The philosophy and integrity of the Douglas Labs brand must be consistently protected at all times. Content displayed on the Douglas Labs website, in brochures, advertisements, product packaging, product information sheets and other marketing materials are copyrighted and trademarked. All content appearing on or associated with all privately labeled product, is copyrighted and trademarked as well.

d. Brand Representation: The unauthorized use of copyrights, trademarks, logos, manufacturing images, product images, copy or other Douglas Labs information on the internet without expressed consent is prohibited. All photos, images, and product and/or company description content pertaining to or describing Douglas Labs must be current and obtained from Douglas Labs directly. This information cannot be pulled from the Douglas Labs website or other internet sources, unless specifically directed in writing by Douglas Labs. This information may be updated and amended at any time. Such amendments will be communicated via mail and/or email to all involved parties.

e. Internet Landscape: When listed on a website for sale, the Douglas Labs name or logo and all associated product information shall only be displayed and classified on a distinct page of the website entitled, “Healthcare Practitioner Brands”. The Douglas Labs name, logo or other product information may not be included in the website’s brand index or any other list where non–HCP brands are present.

f. Information Disclosure: All individuals or companies intending to resell Douglas Labs products through the internet agree to disclose all ownership or association of any kind with other affiliated websites of any type. Websites where Douglas Labs products are sold or advertised must provide access to the current and approved licensed HCP account holder, including his/her complete phone number, email and office address contact information.

g. International Restrictions: Products are for distribution in the United States only. Due to international supplement regulations and policies governing such products, and to protect the integrity and rights of our international distributors, products cannot be shipped internationally.

h. Compliance with Laws: The HCP customer is solely responsible to comply with all applicable laws and regulations where it advertises or sells Douglas Labs products.

i. Third Party Websites: The advertising, sale or distribution of products through third party retail websites or auction-type, marketplace or classified–ads–type websites is strictly forbidden. If products appear on third party websites from untraceable sources, third party sites are obligated to adhere to the provisions of this policy. This prohibition includes, but is not limited to Amazon.com, eBay and similar outlets.

j. Payment and Returns: Customers are to submit either prepaid check or credit card as method of payment. Account terms are not permitted. Additionally, returns and/or credits will not be granted.

k. Pricing Provisions: Authorized approved HCP’s must abide by the Minimum Advertised Price (MAP) Policy, as outlined in section III of this document when advertising or reselling Douglas Labs products.

III. Minimum Advertised Price (MAP) Policy

a. Liability: The Minimum Advertised Price (MAP) Policy applies to all customers including those that own, operate or manage websites, online clinics and pharmacies. The MAP policy applies to all printed and electronic advertisements of Douglas Labs products including but not limited to catalogs, brochures, websites, email solicitations, special offers, newsletters and electronic coupons or coupon codes. HCP customers agree to assume all liability and responsibility for the resale of products through the internet.

b. Advertising: Through the purchase of Douglas Labs products, customers agree not to advertise through any medium of mass communication any product at less than the Suggested Retail Price (SRP) for each respective product as listed on the Douglas Labs professional product list in effect at the time of the advertising. This policy prohibits the advertising of any volume discount or other promotion that would cause the per unit sales price to be advertised at less than the SRP. Similarly, any language referring to or speaking of inferred discounts that a customer may receive through a website is prohibited. This does not apply to advertising within a practitioner’s office setting. The “practitioner’s office setting” is defined as the physical location where patients are medically seen and treated by the licensed HCP approved by Douglas Labs.

c. Actual Resale Price: MAP provisions do not establish the HCP’s actual resale price. HCP’s are free to set the actual resale price as they deem appropriate; however, all products must check–out at or above suggested retail price (typically the page at which the end user finally purchases the product). Access to an actual resale price that is lower than SRP via the internet may only be granted through restricted web pages protected by a unique code. Private patients treated in the HCP’s office may have access to this unique code provided by the HCP in the practitioner’s office setting only. This code may not be electronically communicated via email, published anywhere on the website or be made known to anyone but the HCP’s private patients.

IV. Sanctions

Absolute adherence to the terms and conditions outlined in this policy is required for active account status. If a customer fails to comply with the terms of Section II., a. through j., Douglas Labs shall notify them via phone, email or standard mail of the violation and immediately place the customer’s direct and distributor (if applicable) account on hold until the customer has come into compliance. Failure to comply with the MAP policy in Section II., k., and Section III., may result in temporary or permanent revocation of the customer’s wholesale purchasing privileges, suspension of the account or termination of the account. Douglas Labs reserves the right to revoke the customer’s wholesale price purchasing privileges and/or terminate the account of any customer in violation of any of the terms or conditions outlined in this policy without prior notice. Violation of any such terms automatically forfeits the account holder’s ability to sell products in any capacity.

 

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