Affiliate / Distributor / Wholesaler / Broker / Sales-representative use of Labeling, Marketing, and Advertising Materials:
Dear AFFILIATE/DISTRIBUTOR/WHOLESALER/BROKER/SALES REPRESENTATIVE/AGENT :
Fixed Wellness provides affiliates / distributors / wholesalers / brokers / sales-representatives / agents with labeling, marketing and advertising materials to promote the products and programs of the company. These materials have been reviewed to ensure compliance with the applicable laws and regulations governing the labeling, marketing and advertising of conventional foods,beverages,and dietary supplements. Affiliates / distributors / wholesalers / brokers / sales-representatives / agents may not create their own labeling, marketing and advertising materials, unless specifically approved in advance.
The products offered by Fixed Wellness could be conventional foods, beverages or dietary supplements. Such products may not be offered with an express or implied intent to diagnose, treat, cure or prevent any disease, illness, or ailment. This includes express disease conditions like cancer, cardiovascular disease, and arthritis, but also symptoms of disease conditions like high blood pressure and implied claims likes sore joints. Additionally, all advertisements must meet the FTC standard for the ‘Truth in Advertising Law’–all advertising must be truthful, not misleading, and substantiated. There are also certain standards that must be met with respect to the use of consumer testimonials and endorsements, especially in the context of weight loss. Oral statements or claims made to promote products are held to the same standard as those in print. If you have any questions about the legality of any claim, you should contact Fixed Wellness for discussion and verification that such acclaim is permissible for our products.
Fixed Wellness is charged with the responsibility of monitoring the claims made by affiliates / distributors / wholesalers / brokers / sales-representatives / agents with respect to products or programs of Fixed Wellness. Pursuant to the obligations of Fixed Wellness to monitor its affiliates / distributors / wholesalers / brokers / sales-representatives / agents, we will be reviewing claims made by affiliates / distributors / wholesalers / brokers / sales-representatives / agents / on websites or in other promotional materials. Fixed Wellness may request, from time-to-time, that you, as an affiliate/distributor/wholesaler/broker/sales-representative of Fixed Wellness, provide copies of any labeling, marketing, or advertising materials used to promote products or programs of Fixed Wellness. If the materials are found to contain impermissible claims, you will be asked to revise or discontinue the use of those materials. If an affiliate is found to be in frequent or continued violation of the permissible range of claims or products, after having been previously notified by Fixed Wellness, Fixed Wellness will act upon, to the fullest extent of the law. This is including the possible termination of the affiliate relationship, forfeiture of commissions/earnings, compensated losses of the company and legal damages / ramifications where applicable.
Thank you for adhering to these guidelines. If you have any questions regarding the use of labeling, marketing or advertising materials, please contact Paul Manno, the Chief Brand Officer of Fixed Wellness LLC: Paul@FixedWellness.com
AFFILIATE/DISTRIBUTOR/WHOLESALER/BROKER/SALES REPRESENTATIVE/AGENT ACKNOWLEDGEMENT AND AGREEMENT
I have read the above language and acknowledge my obligations with respect to the use of labeling, marketing and advertising materials to promote products. I agree to abide by the laws and regulations governing the use of such materials and to the monitoring by Fixed Wellness of my use of such materials.
To whom it may concern:
I, (the “Affiliate/distributor/wholesaler/broker/sales-representative”), have expressed interest with respect to marketing ingredients, products or programs developed by Fixed Wellness.
In this regard, the Company, and its employees, agents and representatives, including advisors, attorneys and accountants (collectively, “representatives”), will furnish and disclose to the affiliate/distributor/wholesaler/broker/sales-representative and its representatives (sometimes collectively and individually referred to as “you”) marketing materials and Information. For purposes of this Agreement, “Information” means all proprietary or confidential information relating to the Company’s business, affairs or operations, including but not limited to information regarding its existing or planned products, product formulations and ingredients, processes, existing and planned pricing, business plans, strategies, methods and activities, current and prospective suppliers and customers, supplier and customer lists and contact information, technology, patents, know-how and other intellectual property, resources and methods of operation, correspondence (including e-mail correspondence), documents, electronic files, databases, computer software and programs, and information regarding the methods, products, potential products and product development, business plans and strategies of the Company, and other non-public information, documents and records deemed confidential or otherwise considered proprietary in nature, whether in hard copy, disk, electronic file or other media format, and whether disclosed directly or indirectly, in writing, orally or by inspection of documents, including all analyses, compilations, extracts, studies or other documents prepared by you or your representatives, which contain or otherwise reflect such information or your review of the operations of the Company. In consideration of the Company furnishing you with Information, you agree that:
- Information has been developed or obtained by the investment of significant time, effort and expense, that it provides the Company with a significant competitive advantage, that it is proprietary information constituting trade secrets, and that, as between the Company and you, it is owned solely by the Company. Information will be kept confidential and shall not, without the prior written consent of the Company, be disclosed by you, or by your representatives, in any manner whatsoever, in whole or in part, and shall not be used by you or your representatives, other than in connection with a Transaction. Moreover, you agree to reveal Information only to your representatives who need to know the Information for the purpose of a Transaction, who are informed by you of the confidential nature of the Information and who agree to be bound by the terms and conditions of this Agreement. You shall be directly responsible for any breach of this Agreement by, and jointly and severally liable with, your representatives.
- The Information will be returned immediately upon the termination of discussions concerning a Transaction, or upon the Company’s earlier request, together with each and every copy thereof, in whatever form(s) they may exist; provided, however, that you may destroy and not return any documents and materials prepared by you or your representatives which contain or make reference to the Information, and will furnish an affidavit as to your compliance with this paragraph upon request of the Company.
- This Agreement shall be inoperative as to such portions of the Information, if any, which (i) are or becomes generally available to the public other than as a result of a disclosure by you or your representatives in violation of this Agreement; (ii) subject to the following paragraph 4, is required to be disclosed by you or your representatives pursuant to law or judicial order; or (iii) are received by you from a third party that, to the best of your knowledge, after your having made due inquiry, is legally in possession of such information, with the power to disclose such information free from any legal, equitable or fiduciary duty or obligation of confidentiality owed to the Company or any of its representatives. In addition, the Agreement shall be inoperative as to such portions of the Information, if any, provided to Financing Source which were already in Financing Sources possession at the time of disclosure, as evidenced by Financing Source’s contemporaneously existing written business records.
- In the event that you or anyone to whom you transmit Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, you will provide the Company with prompt notice so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. In the event that such protective order or other remedy is not timely obtained, or that the Company waives compliance with the provisions of this Agreement, you will furnish only that portion of the Information which counsel reasonably acceptable to the Company advises is legally required and will exercise your best efforts to obtain reliable assurances that confidential treatment will be accorded the Information so furnished.
- You understand that the Company will endeavor to include in the Information those materials believed to be reliable and relevant for the purpose of a Transaction, but you acknowledge and agree that neither the Company nor any of its representatives makes any representation or warranty as to the accuracy or completeness of any of the Information. You further acknowledge and agree that the Company shall have no obligation or liability to you whatsoever should it be determined that a Transaction would not be in the best interests of the Company, or should it be determined not to approve a Transaction for any reason whatsoever, or no reason at all.
- Neither you nor your representatives shall use any of the Information now or hereafter received or obtained from the Company or its representatives in furtherance of your business (except in connection with a Transaction), or the business of anyone else, whether or not in competition with the Company, or for any other purpose whatsoever.
- You acknowledge and agree that the breach by you or your representatives of any of the terms or conditions of this Agreement would cause irreparable and irremediable injury and harm to the Company, the damages for which would be difficult if not impossible to calculate and determine. Accordingly, you expressly acknowledge and agree that upon the occasion of such a breach, the Company shall be entitled to specific performance of the covenants of this Agreement, including temporary and permanent injunctive relief to the extent permissible, in addition to such other equitable and legal remedies as may be available under the circumstances. You further expressly agree that no bond or other security shall be required in obtaining equitable relief, and that equitable relief shall be available without the need to demonstrate the inadequacy of money damages. You further agree that should the Company successfully enforce its rights upon such a breach in a court action or other proceeding, it shall be entitled to recover the costs and expenses of such enforcement, including, without limitation, court costs and the fees and expenses of counsel.
- You understand that we are here to remain, moral, ethical, and compliant with a No-Tolerance / Zero-Tolerance policy in place for anyone acting otherwise.
- Understand – We are a TEAM here. We need to work together for a better and brighter place and future. Please understand we are strict with our team and all Affiliate / distributor / wholesaler / broker / sales-representative relationships we have so as to maintain a high standard.
All The Best Wishes~
Fixed (Wellness) Intellectual Property Policy
As an authorized wholesaler, reseller or distributor of goods or services of Fixed Wellness, LLC, d/b/a Fixed Wellness, (“Fixed”), you have the limited right and privilege to identify yourself as an authorized vendor of Fixed products or services, and to display Fixed name, marks and logos in connection with your marketing, promotion and sale thereof, provided, that you strictly comply with the remainder of this intellectual property policy.
You shall at times make it clear that you are an independent contractor, and not an agent, partner or co-venture of Fixed, and you shall not represent or imply that you have any authority to bind or make representations or agreements on behalf of Fixed. You shall not use FIXED name and marks or any derivation thereof in your entity name or any URL, or any Fixed logos or derivation thereof in any of your logos.
You acknowledge and agree that
(i) FIXED is the sole and exclusive owner of the FIXED and FIXED Wellness names and marks, the FIXED logo, and all trade dress, copyrights, common-law trademarks, and all other trademarks associated therewith or used on or in close Association with the Fixed products and services (collectively, “Intellectual Property”), and all goodwill associated therewith or attributable thereto,
(ii) all use by you of the Intellectual Property shall inure to the benefit of Fixed, and that you will acquire no property or ownership rights in or to the Intellectual Property by virtue of your use thereof, and
(iii) you will not, directly or indirectly, dispute or contest for any reason whatsoever the validity, ownership or enforceability of any of the Intellectual Property, or attempt to acquire or damage the value of the goodwill associated with the Intellectual Property, or assist any third party to do any of the foregoing.
You may use images of and materials displaying Intellectual Property that have been provided to you by or approved in writing by Fixed. You otherwise will not and will not permit any of your agents, employees or affiliates to use any Intellectual Property (including without limitation any textual, photographic, design, or user content) that appears on any Fixed website without Fixed prior written approval. You will obtain Fixed prior written approval of all significant advertising, signage, promotional and other written material not provided by Fixed in which the Intellectual Property prominently will appear prior to its first use. All use of Intellectual Property shall be subject to approval by Fixed.
Furthermore, you shall make only permissible claims regarding Fixed Wellness LLC. and its products.
Permissible claims include only those claims approved by Fixed and authorized for dietary supplement or cosmetic products, as applicable, pursuant to the Federal Food, Drug and Cosmetic Act, the Dietary Supplement Health and Education Act, and the corresponding regulations issued by the Food and Drug Administration, and. You shall not make any claims, descriptions, or representations whatsoever about Fixed products, whether for promotion, advertising or otherwise, that use or are based on false, misleading, or unproven information. You shall not make any claims whatsoever that any Fixed product can prevent, treat, or cure any medical condition, disease, illness or injury. You shall not otherwise violate any state, federal, or foreign law applicable to the promotion, distribution and sale of dietary supplements or cosmetics.
Minimum Online Resale Policy
Fixed Wellness, LLC, d/b/a Fixed Wellness (“Fixed”) (Paul – is that right? ) is writing to inform you of our distribution policy with respect to Fixed products sold online in the United States.
Fixed has determined that this policy is necessary to prevent brand erosion of Fixed premium products in the competitive marketplace, and to prevent free riding by those selling Fixed products therein.
Unilateral Policy You are free to decide whether to follow this policy. This policy does not constitute an agreement between you and FIXED, and FIXED is not seeking a response from you.
Although you remain free to resell Fixed products at the price of your choosing, effective immediately, Fixed will cancel all orders and indefinitely terminate any supply relationship with an online merchant that Fixed determines has advertised, offered, or sold Fixed products at a net retail sales price that is less than the minimum retail prices set and announced by Fixed on a periodic basis (the "Minimum Prices").
This policy is non-negotiable. Upon violation of the policy, Fixed may immediately, in its discretion, cease product shipment to the violating online merchant, without prior notice or the opportunity to effect a cure. The provision of any probationary or suspension or cure period will be entirely at the sole and absolute discretion of Fixed.
Minimum Price As of the date you receive this, the Minimum Prices for Fixed products sold online are as set forth on the Schedule attached hereto or enclosed herewith. Fixed may at any time (i) change the Minimum Prices from time to time upon prior written notice to you, and(ii) modify, suspend, or discontinue this policy in whole or in part or specify certain periods during which the policy is or will be inapplicable.
**By Clicking and Checking the Box You AGREE to all of the terms and conditions as outlined and understand that we reserve the right to amend and modify the above terms and conditions subject to needs.**