MyElle Reseller Program

MYELLE RESELLER PROGRAM TERMS AND CONDITIONS

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Revision 1-21-2021

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The Reseller Program Terms and Conditions (these “Terms”), will govern the relationship between MyElle Wellness, Inc., a California corporation (“MyElle”), and You, the Reseller (“You,” “Your,” or “Reseller”) with respect to the Reseller Program (“Reseller Program”) and related products and services offered through MyElle’s website (located at: www.myellevibe.com) (the “Website”), or through any MyElle Distributor through its website or any other means of purchase the Distributor may offer (“Distributor”). You and MyElle may also each be individually referred to herein as “Party” and collectively as “Parties.”

 

To use or access the Reseller Program, You, the Reseller, must agree to be bound by these Terms; if You do not agree to these Terms, You have no right or authority to access or use the Reseller Program, or to exercise any other right in connection with these Terms. If You have registered for the Reseller Program for or on behalf of an entity, You are deemed to have accepted these Terms on behalf of that entity. MyElle may, in its sole discretion, refuse to register You as a Reseller and/or terminate Your participation in the Reseller Program at any time for any reason.

 

You agree to use the Website, the Reseller Program, and any additional products and/or services offered by MyElle only in accordance with these Terms (located at: https://myellevibe.com/pages/resellers-terms), along with any additional applicable terms or conditions which may apply to your usage of the Website, the Reseller Program, including but not limited to: the MyElle Privacy policy (located at: https://myellevibe.com/pages/privacy-policy) and the MyElle Terms and Conditions of Website Use and Product Purchase (located at: https://myellevibe.com/pages/terms-and-conditions; any such applicable terms are hereto incorporated by reference. To the extent that there is any conflict between any applicable additional terms and these Terms, these Terms will govern. MyElle reserves the right to make changes to the Website, Reseller Program, and these Terms at any time, and will notify you of any such changes or updates at the email address associated with Your “Reseller Account.” The updated version of these Terms will become effective thirty (30) days after being posted on the Website. Following such thirty (30) day period, Your continued participation in or use of the Reseller Program, the Website, and/or any other MyElle service after any such modification thereof shall constitute Your consent to such modification.

 

In consideration of the mutual covenants and agreements contained herein, the parties, intending to be legally bound, hereby agree as follows:

 1.       Purpose of Reseller Program. The Reseller will have the opportunity to purchase products from MyElle or a MyElle Distributor at a discount and resell those products to Reseller’s customers at the list price of the product, as set forth in these Terms. Resellers are expected to act as MyElle’s brand representatives and will be expected to inform individuals about MyElle’s products and potential benefits. Resellers will have access to specific marketing materials to be used at such events.


2.      Reseller Program Application. In order to apply for the Reseller Program, the Reseller must submit the required initial information to schedule a call with a MyElle Reseller Program Manager, utilizing the online scheduling utility located at: www.myellevibe.com/partners (“Reseller Program Application”). The Reseller will be called by a MyElle Reseller Program Manager at the scheduled time to review the Reseller Program Application and ask additional qualifying questions to determine if the Reseller is a qualified candidate for the Reseller Program. The MyElle Reseller Program Manager has discretion to determine whether or not Your Reseller Program Application will be accepted or rejected. If accepted, You will be sent an acceptance form from MyElle containing your information, a link to these Terms, the Reseller Price List, and the MyElle Distributor assigned to facilitate and fulfill Your orders, to the email address associated with your Reseller Account (“Reseller Acceptance). The Reseller Acceptance must be signed and returned by the Reseller to MyElle before the Reseller may purchase any MyElle products for resell to its customers.
3.        Marketing Materials. MyElle or its designee may provide the Reseller with MyElle-approved information, language, and other such materials relating to Products or any programs or services relating to Products that are offered to customers by MyElle, to assist the Reseller in marketing, distributing, and selling MyElle products. (“Marketing Materials”).  All Marketing Materials and all intellectual property rights therein are solely owned by MyElle. All Marketing Materials communicated by Reseller must be approved by MyElle at least three (3) days prior to any communication thereof by Reseller to customers or to any other third parties.  The Reseller will not produce or include with any such Marketing Materials its own materials regarding MyElle products. In no event shall the Reseller make any representation, warranty, or guarantee to any third party about MyElle or its products, whether orally or in writing, except as may be specifically approved by MyElle in writing.

 

The Reseller may engage in internet marketing (e.g., Facebook advertisements or other similar such advertisements on social media or other websites), but the Reseller may not utilize any Google AdWords which MyElle already uses for purposes of marketing the MyElle Vibe. The Reseller agrees to first obtain MyElle’s written consent of the Google AdWords to be used prior to launching any marketing or sales campaign relating to the MyElle Vibe which utilizes Google AdWords.

 

Any additional Marketing Materials beyond those initially provided to the Reseller will need to be ordered by the Reseller, and the Reseller will be responsible for the cost and shipping of any such additional Marketing Materials. Please contact Your Reseller Program Manager to order any additional Marketing Materials.

 

Upon termination of Reseller’s participation in the Reseller Program, Reseller is required to return any remaining Reseller Marketing Materials to MyElle.

 4.       Reseller Discount and List Price. Resellers will be eligible to order MyElle products at a price discounted from MSRP for resale to the Reseller’s customers (“Reseller Discount”). Information regarding Your Reseller Discount will be sent to You with the Reseller Price List upon Your acceptance into the Reseller Program. Your Reseller Discount will be applied to the MyElle products you order pursuant to these Terms and will be calculated based on the then-current list price of the product as displayed on MyElle’s website. To order MyElle products as a Reseller and receive the benefit of Your Reseller Discount, or if you have any questions about the Reseller Price List or Your Reseller Discount, please contact your MyElle Reseller Program Manager or MyElle Distributor.

5.       Shipping and No-Refund Policy. The Reseller is responsible for all shipping costs associated with the Reseller’s orders of MyElle products. In no circumstances are any of Reseller’s orders of MyElle’s products refundable. The cost of shipping will be provided to You by Your Reseller Program Manager or Distributor when You place Your order. Please see the MyElle Terms of Website Use and Product Purchase for additional information on the no-refund policy.

 6.       Term and Termination. Notwithstanding anything to the contrary contained in these Terms, MyElle may terminate Your Reseller Account for the Reseller Program, with or without cause, at any time, for any reason. You may terminate the Your Reseller Account by sending thirty (30) day written notice to MyElle, by email to partner@myellevibe.com, or otherwise sent to MyElle as provided in §17 (“Notice.”) of these Terms. Termination of the Your Reseller Account by either Party shall not relieve either Party from liability for breach of any provision of these Terms. In the event of the termination of Your Reseller Account, You must return any and all remaining Reseller Marketing Materials to MyElle, as provided in §3 (“Marketing Materials”).

 7.       No Authority for Reseller to Act as Distributor of MyElle Products. You expressly acknowledge and agree that You are not authorized to distribute any MyElle products or sell products in bulk to one customer who will then resell the products to other end-users (for example, a doctor’s office who will sell the product to patients). All Resellers must only market and sell MyElle products to actual end-users of the product. Any violation of this clause will be cause for immediate termination of Your participation in the Reseller Program.

 8.       Non-Disparagement and No False Claims. As a representative of the MyElle brand, You agree to not disparage MyElle in any statement, or take any action, directly or indirectly, that would cause embarrassment or humiliation or otherwise cause or contribute to MyElle and/or its products, Resellers, suppliers, distributors, shareholders, directors, officers, subsidiaries, representatives, or agents being held in disrepute.

 

Furthermore, You expressly agree to not make a false, exaggerated, or misleading claims about the use, performance capabilities, specifications, or other MyElle product information, and that You will not make any guarantee or promise of a particular result or outcome resulting from use of MyElle product(s) for a customer.

 

You agree to indemnify and hold harmless MyElle from any violation by You and resulting harm to MyElle due to any such violation of this §8 (“Non-Disparagement and No False Claims.”).

 9.       Confidentiality. Each Party will take commercially reasonable actions designed to protect any Confidential Information received from the other Party from misappropriation and unauthorized use or disclosure, and at a minimum, will take precautions at least as great as those taken to protect its own Confidential Information of a similar nature. The receiving Party may disclose Confidential Information of the disclosing Party to the extent necessary to comply with applicable law. Upon request of the other Party, or in any event upon any termination or expiration of the Reseller’s Reseller Account, pursuant to these Terms, each Party will return to the other or destroy all materials, in any medium, which contain, embody, reflect, or reference all or any part of any Confidential Information of the other Party. Either Party will be entitled to seek preliminary and/or permanent injunctive relief from any violation or threatened violation of this §9 (“Confidentiality”) without the necessity of proving actual damages or posting any bond or other security.

 

“Confidential Information” means all confidential and/or proprietary information and documents furnished or disclosed by or on behalf of a Party or its affiliates, no matter when or how furnished or disclosed. Confidential Information includes, without limitation, all nonpublic information relating to a Party's or its affiliates’ technology, business plans, agreements, promotional and marketing activities, finances, and other business affairs, and all third party information that a Party or its affiliates is obligated to keep confidential. Confidential Information may be contained in tangible materials, such as drawings, data, specifications, reports, and computer programs, or may be in the nature of unwritten knowledge. Confidential Information does not include any information that has become publicly available without breach of these Terms, can be shown by documentation to have been known to the receiving Party at the time of its receipt from the disclosing Party or its affiliates, is received from a third party who did not acquire or disclose such information by a wrongful or tortious act, or can be shown by documentation to have been independently developed by the receiving Party without reference to any Confidential Information.

 10.      No Transfer of Ownership; MyElle’s Intellectual Property Rights; Limited License to Use MyElle Trademark, Logos, Branding, and Other Marketing Materials. Subject to these Terms, MyElle grants to You, the Reseller, a revocable, non-transferable, royalty free, license to use the Website, and Marketing Materials. The Reseller may not remove or alter any copyright, service marks, or trademark notices. MyElle reserves any and all rights not explicitly granted in the limited license in this section and these Terms in general.

 

MyElle will retain all rights, title, and interest in all Marketing Materials and any intellectual property related to these Terms or otherwise to effectuate the purposes of the Reseller Program, or any other intellectual property that may be developed by MyElle during the term of these Terms.

 

You, the Reseller, acknowledge MyElle’s exclusive rights set forth above in this §10 (“No Transfer of Ownership MyElle’s Intellectual Property Rights; Limited License to Use MyElle Trademark, Logos, Branding, and Other Marketing Materials”), and further acknowledge that the MyElle trademark and any other intellectual property related to these Terms and the Reseller Program are unique and original to MyElle, and that MyElle is the owner thereof. The Reseller will not, at any time during or after the effective term of these Terms dispute the or contest, directly or indirectly, MyElle’s exclusive right and title to the intellectual property referenced herein, or the validity thereof. The Reseller recognizes the value of the goodwill associated with the intellectual property referenced herein, and agrees that all rights therein, including any goodwill pertaining thereto, belong exclusively to MyElle. The Parties agree to execute any documents reasonably requested by the other Party to effectuate any of these provisions.

 11.      Representations and Warranties. You, the Reseller represent and warrant to MyElle that the Reseller will conduct its business at all times in a manner that reflects favorably on the goodwill and reputation of MyElle and its suppliers, distributors, or other Resellers, and that the Reseller will not engage in any illegal or unethical business practices. The Reseller further represents and warrants to MyElle that all representations and statements made by the Reseller, in the Reseller Application, are true, accurate, and complete in all material respects. The Reseller hereby authorizes MyElle to investigate and confirm any information submitted by the Reseller to MyElle.

 

The Parties each represent and warrant to the other that each respective Party has full power and legal right to agree to and perform its obligations under these Terms, that no authorization or approval from any third party is required in connection with each Party’s execution, delivery, or performance of its obligations under these Terms, and that these Terms constitute a legal, valid, and binding obligation, enforceable against each Party in accordance with these Terms.

 12.      Integration, Severability, Waiver. These Terms set forth the entire agreement relating to the subject matter hereof and supersede all prior agreements, discussions, and understandings between the parties hereto, whether oral or written, relating to the subject matter hereof. If any provision of these Terms is held to be invalid or unenforceable under the circumstances, such provision’s application in any other circumstances, and the remaining provisions of these Terms, shall not be affected thereby. The waiver of a breach or default in any of the provisions or any delay or omission to exercise any right under these Terms shall not be construed as a waiver of any succeeding breach of the same or other provisions.

 13.      Assignment. Neither Party may assign any obligations or delegate any required performance under these Terms without the express consent of both parties executed in writing.

 14.      Jurisdiction and Governing Law. These Terms will be construed under the laws of the State of California, regardless of conflict of law provisions. To the extent that those laws conflict with these Terms, these Terms will govern. The Parties irrevocably consent to exclusive jurisdiction and venue in San Diego County, California, for all disputes arising out of or relating to these Terms and/or the Reseller Program, subject to the dispute resolutions provisions provided in the MyElle Terms of Website Use and Product Purchase.

 15.      Force Majeure. MyElle shall not be responsible for delays resulting from failure by the Reseller to respond in a timely manner with respect to decisions required to be made by the Reseller under these Terms. In addition, MyElle shall not be responsible for delays caused by factors beyond the reasonable control of MyElle, including but not limited to, weather, strikes, or problems with governmental or zoning approval; provided, however, that in the case of problems with governmental approvals, MyElle agrees to notify the Reseller as soon as it becomes apparent to MyElle that a particular project may present unusual or inordinate delays in obtaining any necessary government approvals.

 16.      Relationship and Independent Contractor Status. The Parties are independent contractors and nothing in these Terms shall make them joint venturers, employees, agents, or other representatives of the other Party, and neither Party will make any representations which would state or suggest otherwise.

 17.      Notice. All notices to the Reseller under these Terms will be deemed given when delivered via email to the email address registered with the Reseller’s Reseller Account. All notices to MyElle will be deemed given when emailed to the appropriate contact email referenced in the provisions of these Terms, or when sent via certified mail to:

 

MyElle Wellness, Inc.
270. N. El Camino Real #442
Encinitas, CA 92024
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 18.      Electronic Signatures and Agreements. By signing the Reseller Acceptance and/or participating in the MyElle Reseller Program, You are agreeing to accept these Terms. You further acknowledge that in doing so, You are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that Your electronic submissions constitute Your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances, or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, You hereby agree to the use of electronic signatures, contracts, orders, and other records and to electronic delivery of notices, policies, and records of transactions initiated or completed through this Website. Further, You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that requires an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.

 19.      Modifications to Terms. MyElle may make changes to these Terms from time to time in its sole discretion, by updating these Terms on this Website without notice to You. Your continued use of this Website following the posting of a new version of these Terms constitutes Your acceptance of any such changes. Accordingly, whenever You visit this Website, You should check to see if these Terms have been updated or revised. These Terms supersede any other terms and conditions previously published by MyElle on this Website. MyElle may assign, transfer, or sub-contract any of our rights or obligations under these Terms to any third-party at our discretion. No delay by MyElle in exercising any right or remedy under these Terms will operate as waiver of that right or remedy or will otherwise affect MyElle’s ability to subsequently exercise that right or remedy; any such waiver must be agreed to by MyElle in writing.