Neurvasia Terms & Conditions

This agreement (“agreement”) is made and entered into on the date first inscribed on the reverse side of this document, by you the party listed on the Dispenser Information section of this document (“DISPENSER”), and Premium Vitamins and Supplements LLC dba Nugevity, a Texas Limited Liability Company operating under license from First Frontier Marketing LLC dba Molecular Labs USA, as fulfillment services provider for Neurvasia Medical Food (collectively “SELLER”.) By signing the Dispenser Acknowledgement section of this document, DISPENSER represents and agrees to the terms and conditions set forth below: 

  1. DISPENSER agrees to offer SELLER’s products for purchase (“Products”). Under this agreement, DISPENSER will qualify for wholesale pricing on all purchases, provided they are made in wholesale quantities (multiples of 12 units). All orders are subject to the applicable terms of sale established by SELLER, who reserves the right to make amendments to pricing, minimum orders, and other terms from time to time.

  2. DISPENSER agrees to dispense Products from its physical location(s) only, which must be a licensed medical practice(s). In the event that said location(s) differ from the shipping address listed on the reverse of this document, DISPENSER shall provide SELLER with an updated list of all facilities where Product will be available for sale. Prior to the execution of this Agreement, DISPENSER shall provide proof of Medical License, Tax Number, and Resale Certificate (if applicable).

  3. As a DISPENSER under this agreement, you are only permitted to:
    Make retail sales out of your physical place of business and under medical supervision;
    b. Make only truthful statements about the SELLER products, their characteristics, or fitness of purpose, as stated on the product’s labeling; c. (optional) Refer customers to SELLER’s online store as part of our Revenue Share Program (see paragraph 8)

  4. As a DISPENSER under this agreement, you are not permitted to
    Conduct any business-to-business activity or wholesale of the Products;
    b. Conduct any online sales of the product;
    c. Purchase SELLER Product for resale from any source other than SELLER.

  5. Advertising: DISPENSER may only list the Manufacturer’s Suggested Retail Price (MSRP) on all Product advertising. Publication, listing or advertising of non-MSRP pricing shall constitute a breach of this agreement. Any DISPENSER-generated marketing, advertising or promotional materials must be authorized by SELLER in writing prior to its publication. SELLER may make available preapproved Product-branded marketing materials for sale or use by DISPENSER. Additional restrictions apply to electronic forms of advertising such as mass email, spamming, pay-per-click, parasiteware, etc.

  6. Intellectual Property: DISPENSER shall obtain no right, title or interest in any of the proprietary rights of SELLER or their licensors, including without limitation, trademarks, trade names, trade secrets, logos, copyrighted materials, domain names, assumed names, and patents owned, registered, pending registration or used by SELLER. Any such use of said intellectual property shall be by prior written consent and according to policies and guidelines communicated by SELLER.

  7. Relationship: Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership, or any other fiduciary relationship between the parties. DISPENSER is an authorized retailer of SELLER and shall not represent itself as an agent, nor shall it have any authority to represent, act on behalf of, or bind SELLER in any manner.

  8. Patient Referral Program: Should DISPENSER choose to refer patients or retail customers to SELLER’s online store through electronic linking methods provided by SELLER, DISPENSER may, subject to the terms and conditions of the Referral Program, receive a referral fee equivalent to twenty percent (20%) of gross sales of product (minus shipping, handling, and taxes) on all retail sales completed by said retail customers. Referral fee shall be payable on the 25th of each month following when the sales were made. DISPENSER shall agree to the separate terms and conditions of the Patient Referral Program described therein.

  9. Taxes: The parties agree that payment of any applicable taxes shall be the responsibility of the DISPENSER (including, without limitation, federal, state, local, provincial, etc.), and DISPENSER shall report and pay such taxes to the appropriate taxing authority as required by law.

  10. Retail Customer Guarantee: DISPENSER shall offer a thirty (30) day money-back satisfaction guarantee to all retail customers who have purchased Product from DISPENSER. SELLER, in turn, agrees to provide DISPENSER with an even exchange, or a Product credit equal to the value of any Product retuned to DISPENSER by a retail customer as a result of said Retail Customer Guarantee.

  11. Disclaimer of Warranty: EXCEPT FOR WARRANTY OF TITLE AND OTHER REPRESENTATIONS EXPRESSLY SET FORTH IN THIS AGREEMENT, THERE ARE NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER MATTER WITH RESPECT TO THE GOODS OR SERVICES.

  12. Limitation of Liability: SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, DIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE OR CAPITAL, ARISING FROM OR RELATED TO THE GOODS, SERVICES, OR BREACH OF THIS AGREEMENT OR OTHER AGREEMENT BETWEEN THE PARTIES. DISPENSER AGREES THAT THE ENTIRE LIABILITY FOR ANY CLAIM WHATSOEVER RELATED TO THE GOODS OR SERVICES PROVIDED, INCLUDING BUT NOT LIMITED TO ANY CAUSE OF ACTION ARISING IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, TORT, OR EQUITY, WILL BE LIMITED TO REPLACEMENT OR REFUND OF THE PURCHASE PRICE.

  13. Term and Termination: This agreement is perpetual but may be terminated by any party without cause upon 30 days written notice to the other, except that SELLER may terminate the agreement as a result of breach of any of the provisions herein without prior notice.

  14. Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws rules.

  15. Jurisdiction: DISPENSER agrees to submit any dispute arising out of or in connection with this Agreement, to the exclusive jurisdiction of the Courts of the State of Texas, in each case located in the City of Houston and Harris County.

  16. Miscellaneous: If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary so that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.