Reseller Notice Agreement and MAP PolicyTHIS AGREEMENT is made between NeuroMD (the "Company"), and Prospective NeuroMD Reseller (the "Reseller").
NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:
APPOINTMENT OF RESELLER
1. Reseller Right. The Company hereby appoints and grants Reseller the non-exclusive right to sell NeuroMD Devices (collectively, “NeuroMD”) according to the terms of this agreement.
2. Prices. The wholesale price being offered to Reseller is as discussed. The price does not include transportation costs which shall be paid by Reseller. The Company offers free shipping on orders of 30 units or more. This price does include any federal, state or local taxes applicable to the products sold under this Agreement. The Company reserves the right to amend the price at its sole discretion at any time and will notify the Reseller beforehand in writing before making any price changes.
3. Terms. Terms of payment are Paid In Full (PIF) prior to delivery.
1. Sales. Reseller shall use its best efforts to promote the sale and distribution of NeuroMD.
2. Training. Company shall provide an initial training to Reseller on NeuromD after the signing of this Agreement and when needed thereafter as determined by the Company.
3. Minimum Advertised Price Policy. To protect the Company’s reputation and brand, the Company has unilaterally adopted a Minimum Advertised Price Policy (“MAP Policy”) set at $199 USD. The Company, in its sole discretion, reserves the right to immediately terminate this agreement and to discontinue all business with Reseller, if the Company reasonably believes that Reseller has intentionally advertised NeuroMD below the current MAP price. Reseller agrees to review the Company’s MAP Policy set forth in Schedule A.
4. Restrictions on Re-Sale.
(a) NeuroMD is a NMES (Neuromuscular Electrical Stimulation) Device is designed to stimulate healthy muscles in order to improve or facilitate muscle performance. Results will vary depending on starting point, goals, and proper use of the device. Any significant developments or newly discovered contraindications shall be immediately communicated to all authorized Resellers by the Company. In the interest of insuring important communications reach all parties who distribute NeuromMD, the Reseller agrees to sell NeuroMD exclusively to end users of NeuroMD.
(b) Reseller agrees NOT to 1) directly market NeuroMD online in Google, Bing, Amazon or Yahoo ads, 2) sell on Amazon.com or on any national business-to-consumer and consumer-to-consumer online marketplaces such as Walmart.com, Bonanza.com or eBay.com, 3) sell in an online marketplace at a price in violation of the Company’s MAP Policy or 4) sell in online marketplaces that advertise cart discounting (discount applies to entire cart) or volume discounting (e.g. Jet.com), both of which would violate the Company’s MAP policy. This last prohibition does apply to a Reseller’s own website if Reseller advertises a sitewide coupon that applies to purchases of NeuroMD.
If evidence arises that Reseller has violated any of the above terms and conditions in this Article, Company shall have the right to immediately terminate this agreement without notice and stop all business henceforth with the Reseller. Reseller shall not be relieved of its obligation to pay any monies due, or to become due, as of or after the date of such termination.
DURATION OF AGREEMENT
1. Term. The term of this Agreement shall be for one (1) year from the date hereof, at which point this Agreement shall continue year to year unless terminated sooner as described below. Either party may submit a notice of Intent to Not Renew the Agreement to the other party at least thirty (30) days prior to the renewal date to stop automatic renewal of this Agreement at the end of the current term. Termination shall not relieve either party of obligations incurred prior to termination.
2. Termination. This Agreement may be terminated:
(a) By either party for substantial breach of any material provision of this Agreement by the other, provided due notice has been given to the other of the alleged breach and such other party has not cured the breach within thirty (30) days thereof; or
(b) By either party without cause, provided that the terminating party notify the other in writing; or
(c) By the Company, effective immediately, if Reseller is found to be in breach of the provisions of Articles II.3 or II.4, as described above;
Upon termination of this Agreement all further rights and obligations of the parties shall cease, except that Reseller shall not be relieved of its obligation to pay any monies due, or to become due, as of or after the date of termination.
Schedule A – Minimum Advertised Pricing Policy (MAP)
NeuroMD has built a premium value brand. By not adhering to the established Minimum Advertised Price (MAP), a NeuroMD partner can have a negative effect and diminish perceived brand value. In the interest of maintaining our brand integrity, NeuroMD has unilaterally adopted this Minimum Advertised Price (“MAP”) Policy.
NeuroMD, in its sole discretion, reserves the right to discontinue doing business with any reseller that advertises any of our products at a price lower than the MAP of $199.
a) The products covered by this policy are NeuroMD Corrective Therapy Device. If additional products become covered by this policy in the future, this will be communicated to you in writing.
b) NeuroMD recognizes that partners are free to make their own decisions to advertise and sell NeuroMD’s products at any price they choose, without consulting or advising NeuroMD. At the same time, NeuroMD can and will exercise its right to make its own decisions regarding a partner’s status as an ongoing authorized reseller.
c) The MAP Policy applies to advertised prices, not the price at which covered products are actually sold or offered for sale to an individual in-store or over the telephone. It applies to advertisements in any and all media, including but not limited to flyers, posters, coupons, mailers, magazines, catalogs, television, radio, public signage, as well as Internet sites, online advertising, email, social media sites, apps, or any other electronic media.
d) The MAP does not apply only to on-premises or in-store advertising. It also applies to advertising that is distributed to customers outside the store or premises, in any media format.
e) NeuroMD reserves the right to cancel any pending orders, restrict future orders, or suspend partners’ accounts if NeuroMD reasonably believes:
i. a partner has violated the provisions of this policy; or
ii. a partner intends to violate this policy
f) The MAP Policy will be enforced by NeuroMD in its sole discretion and without notice.