Hevert Pharmaceuticals, LLC, - Corporate Internet Resellers Policy

Effective May 1, 2013

Hevert Pharmaceuticals, LLC

5757 Central Ave., Suite 30
Boulder, CO 80301
Tel (720) 598-3037
Fax (720) 465-5283

I. Introduction

The Hevert Pharmaceuticals Internet Resellers Policy governs the internet resale of products from Hevert Pharmaceuticals LLC, a Delaware limited liability company (“Hevert Pharmaceuticals“). Hevert Pharmaceuticals is selling homeopathic products exclusively to healthcare professionals and distributors selling exclusively to healthcare professionals. This policy is provided to all new and existing healthcare professional (HCP) customers and distributors as valued customers of Hevert Pharmaceuticals. Hevert Pharmaceuticals believes the guidance of a qualified and approved healthcare professional is essential in order to take full advantage of the efficacy of our professional homeopathic medicines; therefore, only approved licensed healthcare professionals may order directly from Hevert Pharmaceuticals.

All HCPs must submit their current license, degree or health practitioner certificate for Hevert Pharmaceuticals’ review prior to being granted approval to establish an account. In addition, Hevert Pharmaceuticals values its Resellers, and wishes to promote policies to maintain the integrity of its product line, to support a high level of service, and to encourage the commitment and strength of its network of Resellers. Hevert Pharmaceuticals reserves the right to deny any application. This policy is the unilateral will of Hevert Pharmaceuticals and this policy can be amended at any time. Such amendments will be communicated via mail and/or email to all involved parties.

II. Policies

a. Authorized Resellers: Only authorized healthcare professionals are allowed to sell Hevert Pharmaceuticals branded products through their website. An acceptable HCP reseller is someone who maintains and has submitted a current medical license, degree or certificate for Hevert Pharmaceuticals 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 Hevert Pharmaceuticals brand to internet sales does not change the nature of the sales channel from an HCP channel to a direct to customer or 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 Hevert Pharmaceuticals brand must be consistently protected at all times. Hevert Pharmaceuticals grants to the customer a limited, royalty-free, revocable license (a) to use the Hevert Pharmaceuticals trademarks and names, and (ii) to use, display and copy Hevert Pharmaceuticals marketing materials, including website content, product information sheets, advertising, brochures and product packaging, in each case solely in connection with the promotion and sale by the customer of Hevert Pharmaceuticals products and for no other purpose. The customer shall not modify any such materials without Hevert Pharmaceuticals’ prior written consent. “HEVERT” is a registered trademark of Hevert-Arzneimittel GmbH and affiliates. Customer’s use of these marks and promotional materials, and the manner in which Hevert Pharmaceuticals products are sold, are subject to Hevert Pharmaceuticals’ quality control policies (including those set forth therein) and trademark usage policies and guidelines. Failure by the customer to adhere to these policies may subject the customer to immediate termination of these licenses, and the customer’s right to resell Hevert Pharmaceuticals products in accordance with Section IV below. 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 Hevert Pharmaceuticals information on the internet without express written consent is prohibited. All photos, images, and product and/or company description content pertaining to or describing Hevert Pharmaceuticals must be current and obtained from Hevert Pharmaceuticals directly. This information cannot be pulled from the Hevert Pharmaceuticals website or other internet sources, unless specifically directed in writing by Hevert Pharmaceuticals. 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 Hevert Pharmaceuticals 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 Hevert Pharmaceuticals 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 Hevert Pharmaceuticals products through the DCAPDX_966931_v3wa internet agree to disclose all ownership or association of any kind with other affiliated websites of any type. Websites where Hevert Pharmaceuticals 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 only in the country for which they were specifically designed. Products which are made for Hevert Pharmaceuticals are for distribution in the United States only.

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

i. Third Party Websites: The advertising, sale or distribution of products through third party retail websites or auctiontype, 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 HCPs must abide by the Minimum Advertised Price (MAP) Policy, as outlined in section III of this document when advertising or reselling Hevert Pharmaceuticals products.

III. Minimum Advertised Price (MAP) Policy

a. Application of Policy: The Minimum Advertised Price (MAP) Policy applies to all customers including those that own, operate or manage websites, online clinics and pharmacies. It is designed to ensure the strength of our loyal network of Resellers, to maintain the integrity of our product line and to promote equal competition. The MAP policy applies to all printed and electronic advertisements of Hevert Pharmaceuticals 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: Customers are prohibited from advertising any product below Hevert Pharmaceuticals’ Manufacturer Suggested Retail Price (MSRP) for each respective product as listed on the Hevert Pharmaceuticals 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 below Hevert Pharmaceuticals’ MSRP. Similarly, any language referring to or speaking of inferred discounts that a customer may receive through a website is prohibited, including any discount off any given price or value (whether MSRP or other).

c. Actual Resale Price: MAP provisions do not establish the HCP’s actual resale price. HCPs are free to set the actual resale price as they deem appropriate; however, all products must check-out at or above Hevert Pharmaceuticals’ MSRP (typically the page at which the end user finally purchases the product). Access to an actual resale price that is lower than Hevert Pharmaceuticals’ MSRP 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. The “practitioner’s office setting” is defined as the physical location where patients are medically seen and treated by the licensed HCP approved by Hevert Pharmaceuticals.

IV. Sanctions

If a customer fails to comply with the terms of Section II., a. through j., Hevert Pharmaceuticals 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, at the sole and unilateral discretion of Hevert Pharmaceuticals. Hevert Pharmaceuticals 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.