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This Wholesale/Private Label Agreement is made by and between Smoky Mountain Nutrition, LLC (MASTER DISTRIBUTOR) and the signing party herein referred to as WHOLESELLER a Sole Proprietor / Corporation.
The WHOLESELLER is desirous of obtaining a non-exclusive wholesale agreement for the retail distribution, sales, and marketing rights for Smoky Mountain Nutrition, LLC provided by Master Distributor to:
Is desirous of obtaining a non-exclusive licensing agreement for the private label distribution of MASTER DISTRIBUTOR to:
1. WHOLESELLER shall diligently and conscientiously use its best efforts to market and sell the products of Smoky Mountain Nutrition, LLC and shall not assist any other person or organization that competes, or intends to compete with the MASTER DISTRIBUTOR’s products during the term of this agreement. WHOLESELLER will limit all sales of Smoky Mountain Nutrition products exclusively to on-site sales within private practice or an owned and operated online sales platform (i.e. Wholeseller’s website).
2. The term of this agreement is One (1) year with automatic annual renewals thereafter based on Wholesale Distributor commercial performance and continued conformance with the terms of this agreement. If WHOLESELLER decides not to renew this agreement, WHOLESELLER will notify MASTER DISTRIBUTOR of intent to terminate this agreement at the end of the term via registered letter at least 90 days prior to the end of the term.
3. This agreement may be terminated without notice at the discretion of MASTER DISTRIBUTOR for violations of substantiated ethical business practices, ethical or criminal violations by employees or principals of WHOLESELLER. WHOLESELLER recognizes that unethical, illegal or inappropriate
conduct by WHOLESELLER reflects upon the MASTER DISTRIBUTOR, and has the potential to do irreparable harm to MASTER DISTRIBUTOR efforts, investments and objectives worldwide. Practices and ethical conduct includes, but is not limited to: violations of trade and export law, violation of FDA or FTC REGULATIONS, predatory pricing, immoral or aberrant personal conduct, or association with criminals.
4. WHOLESELLER shall be responsible for all permits, licensing, registration and marketing expenses in establishing customers and markets for MASTER DISTRIBUTOR’s branded products.
WHOLESELLER shall facilitate any Governmental approvals or requirements that are needed to allow the successful marketing of the MASTER DISTRIBUTOR’s branded products.
5. WHOLESELLER has no rights, title and/or interest under this AGREEMENT to any TRADEMARKS, trade names, distinctive packaging and designs of MASTER DISTRIBUTOR and/or any of its AFFILIATES used on or in conjunction with WHOLESELLER’s products.
6. WHOLESELLER acknowledges that all PATENTS, TRADEMARKS, and processes or documentation pertaining to MASTER, and the relevant exploitation rights are the exclusive property of MASTER DISTRIBUTOR. WHOLESELLER acknowledges that TRADEMARKS and brand names of MASTER DISTRIBUTOR’s products are the exclusive property of Smoky Mountain Nutrition, LLC.
7. MASTER DISTRIBUTOR shall supply WHOLESELLER with Smoky Mountain Nutrition Products and/or private labeled products in finished or bulk form for resale. MASTER DISTRIBUTOR represents and warrants that the PRODUCTS sold and supplied to the WHOLESELLER hereunder shall be of good quality manufactured, in accordance with good manufacturing practices and fit for use pursuant to their indications and free from any defects in material and workmanship.
8. MASTER DISTRIBUTOR’s Products are considered “fit for use” if it conforms to the general performance attributes and in the specific applications outlined on the MASTER DISTRIBUTOR web site. At no time may WHOLESELLER claim benefits not demonstrated in third party certified LAB facilities and posted on the MASTER DISTRIBUTOR company website. MASTER DISTRIBUTOR
grants permission to duplicate anything on the MASTER DISTRIBUTOR’s website for their promotion of their products.
9. WHOLESELLER shall not repeat or publish unsubstantiated claims regarding health or curative benefits of Master Distributors products without MASTER DISTRIBUTOR’s express written permission. All of Master Distributors products are sold as a Nutritional Supplement only and is not meant to diagnose, treat or cure and disease or condition.
10. WHOLESELLER shall inspect each batch of the PRODUCT which will be considered accepted unless WHOLESELLER gives written notice to MASTER DISTRIBUTOR within twenty five (25) consecutive days after receiving each shipment and MASTER DISTRIBUTOR shall promptly review any written claim of non-conformity made by WHOLESELLER, received within said deadline.
11. All claims made by WHOLESELLER regarding quantity or specifications of the PRODUCT shall be handled on a case by case basis during which time MASTER DISTRIBUTOR has the right to first inspect any quantity of the PRODUCTS involved before being required to take any action with respect thereto. If such review and testing by MASTER DISTRIBUTOR confirms that a claimed quantity of the PRODUCT did not as of the date of shipment meet its required specifications due to fault or negligence of Manufacturer and, therefore, is not suitable for sale, then WHOLESELLER shall deliver such quantity involved as MASTER DISTRIBUTOR shall direct in writing and at MASTER DISTRIBUTOR expense,
and MASTER DISTRIBUTOR shall, at its sole opinion, replace such quantity of PRODUCTS with
conforming PRODUCTS free of charge, or grant WHOLESELLER full credit for the amount involved,
and this shall be MASTER DISTRIBUTOR'S sole and exclusive remedy for such Product’s nonconformity.
12. In no event is MASTER DISTRIBUTOR be liable to WHOLESELLER for any lost profits or any
other incidental or consequential damages in connection with any such PRODUCT claims or causes of action.
13. WHOLESELLER shall abide by the payment and shipment terms agreed to at the time of acceptance of the order.
14. Wholesaler shall jointly and severally indemnify Daniel Jetton, Adam Jetton, Jeremy Michael, and Smoky Mountain Nutrition LLC, its officers and unit holders against any and all liabilities accrued through the performance and/or breach of this agreement.
15. This AGREEMENT shall be enforced by WHOLESELLER and by the MASTER DISTRIBUTOR. WHOLESELLER and MASTER DISTRIBUTOR shall submit to arbitration in the event of an irreconcilable dispute prior to seeking relief in a court of law. If arbitration fails to provide an agreeable 3
resolution to the dispute, either equitable relief or damage at law or both may be sought for breaches or threatened breaches of this agreement. The prevailing party will be entitled to recover reasonable attorney fees and all court costs, and shall be interrupted in accordance within the laws of the State of Tennessee.
This Agreement constitutes the complete and unabridged agreement between WHOLESELLER and MASTER DISTRIBUTOR and supersedes all prior agreements, written or oral between the parties. The agreement may be amended by mutual written agreement under original signature of both parties.
PLEASE READ THIS POLICY CAREFULLY TO UNDERSTAND OUR POLICIES AND PRACTICES REGARDING YOUR INFORMATION AND HOW WE WILL TREAT IT. THIS POLICY APPLIES TO THE WEBSITE AND RESIDENTS OF THE UNITED STATES. THIS POLICY DOES NOT APPLY TO INFORMATIONS PROVIDED THROUGH OTHER OFFLINE OR THIRD PARTY SOURCES.
We collect two categories of information from visitors of our site: (1) information that is personally identifiable and (2) general information that does not personally identify the visitor.
“Personal Information” is information through which you can be personally identified. We collect personal information you voluntarily to provide to us, including through registrations, order information, applications, surveys or other inquiries.
We may use your Personal Information to respond to your inquiries, provide information on products and services you request or have a representative contact you regarding our products or services. We may also use your Personal Information to update you on special offers related to our products or services, improve our products and services, provide product announcements or information regarding health topics, deliver other information we believe you may consider informative or useful and in any other way we may describe when you provide the information or to which you consent. We may occasionally contact you to gather customer service information to help us determine how we can improve our services and products to better meet your needs. We may also de-identify and/or aggregate data about visitors to the Website for various business purposes including product, service or program development and improvement.
This policy does not apply to Personal Information we collect from other sources. We may combine or cross-reference your Personal Information with other information we may have acquired about you or may acquire about you through third party sources, other than Google, as permitted by such sources to help further customize the information, products or services we provide to you.
We use the General Information we collect from you to help us understand and analyze visitors to our Website, including generating aggregate statistics. We may obtain this information directly or other third party services providers, including Google Analytics. (We have enabled Remarketing with Google Analytics, Google Display Network Impression Reporting, DoubleClick Platform integrations and Google Analytics Demographics and Interest Reporting. To see how Google uses this data, go to www.google.com/policies/privacy/partners/. If you want to disable this function on your computer, you can change your browser setting to disallow cookies.)This data can then be used to tailor this Website’s content, deliver a better experience for our visitors and manage our advertising. We may also collect, aggregate and maintain anonymous information about the visitors to our Website. We may further share such aggregate information about our visitors with advertisers, business partners, sponsors and other third parties.
From time to time, we may use third parties to provide products, services or otherwise support our business or collaborate with third parties with respect to development, promotion or other business activities related to a particular product or service. As a result, we may disclose Personal Information to contractors, service providers and other third parties but such disclosure will be limited to enabling those third parties to provide their products or services. We may also we disclose Personal Information to our subsidiaries and affiliates; to a third party in connection with a merger, divestiture, restructuring, reorganization, dissolution, sale or transfer of some or all of our assets or other similar corporate transactions or in connection with a bankruptcy, liquidation or similar proceeding.
We may also release your Personal Information to third parties as required by law, when we believe disclosure is necessary to comply with a legal or regulatory requirements, judicial proceeding, court order or legal process served on us, to protect the safety, rights or property of patients, customers, the public or the Company or defend the Company and its officers, directors, employees, attorneys, agents, contractors and partners, in connection with any legal action, claim, or dispute.
We seek to safeguard the security of your Personal Information but we cannot guarantee the absolute security of your Personal Information, nor can we guarantee that information that you provide will not be intercepted while being transmitted to us over the Internet. Despite our efforts to protect your Personal Information, there is always some risk that an unauthorized third party may find a way around our security systems or that transmissions of your Personal Information over the Internet will be intercepted. Therefore, we urge you to take every precaution to protect your Personal Information when you are on the Internet.
To opt out, please do not provide your Personal Information to us, or after providing your Personal Information to us, please send written notification to us that you no longer wish to receive information and communications from us or otherwise share your Personal Information.
Children’s Privacy. We are committed to protecting the privacy of children. This Website is not designed or intended for children and we do not intentionally collect information about children under 13 years old. If a parent or guardian becomes aware that a child under 13 years old has provided Personal Information to us without their consent, please contact us at information listed under the Contact US section below.