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Authorized Reseller Terms of Sale

 

InfiniWell has adopted these Authorized Reseller Terms of Sale (the “Terms”). They apply to every retailer, practitioner, clinic, and other business in the United States that purchases InfiniWell products for resale (each a “Reseller,” “you,” or “your”). “Order Form” means any purchase order, order confirmation, online order submission, or other ordering document or process through which you submit an order for Products, whether submitted electronically through InfiniWell’s website, by email, or otherwise. All capitalized terms used but not defined herein shall have the meanings set forth in these Terms.

By placing a wholesale or practitioner order with InfiniWell, you acknowledge that you have read, understand, and agree to be bound by these Terms. Please read them carefully. You remain an “Authorized Reseller” only while InfiniWell has approved your account and has not revoked that status.

InfiniWell may approve or decline any reseller or practitioner application in its sole and absolute discretion and without any obligation to provide reasons for its decision. InfiniWell reserves the right to establish and modify eligibility criteria at any time. InfiniWell may suspend, revoke, or terminate any Reseller’s authorization at any time, for any reason or no reason, with or without notice and without liability to you. You acknowledge that you have no expectation of continued authorization and that InfiniWell’s decision to terminate shall be final and binding. When authorization ends, you must immediately: (i) stop purchasing, reselling, and promoting InfiniWell products as an Authorized Reseller; (ii) remove all InfiniWell branding and references from your websites, storefronts, and marketing materials; (iii) cease using any InfiniWell trademarks, logos, or intellectual property; and (iv) return or destroy any confidential information or materials provided by InfiniWell.

Practitioner Online Sales Policy

InfiniWell practitioner customers who sell InfiniWell products online may do so only through: (a) a website the practitioner owns and operates that has been approved in writing by InfiniWell, or (b) the InfiniWell virtual dispensary using the practitioner's InfiniWell affiliate link. InfiniWell does not authorize or permit practitioner customers to sell InfiniWell products on any third-party marketplaces or websites, including Amazon, eBay, Walmart Marketplace, TikTok Shop, Temu, Etsy, Facebook Marketplace, or any similar platforms. Any sale through an unauthorized channel constitutes a material breach of these Terms. Practitioners are responsible for ensuring that all employees, agents, and contractors comply with this policy.

This policy protects product integrity, lot traceability, patient safety, and the practitioner-patient relationship that guides patients on appropriate use. InfiniWell actively monitors for unauthorized listings. Any listings found on unauthorized platforms will result in immediate suspension of the practitioner’s purchasing privileges and may result in permanent termination of the practitioner account, as described in the Termination section below. InfiniWell reserves the right to pursue all available legal remedies, including claims for breach of contract, trademark infringement, and unfair competition, against practitioners who violate this policy.

  1. Appointment

Subject to the terms and conditions of these Terms, InfiniWell appoints you, and you accept such appointment and agree to act, as InfiniWell’s nonexclusive reseller of the Products. InfiniWell grants you a nonexclusive, nontransferable, revocable right to purchase Products from InfiniWell and resell them to end consumers. “Products” means only the InfiniWell products InfiniWell makes available to you for wholesale or practitioner purchase, as may be listed on InfiniWell’s website or in the applicable Order Form. InfiniWell shall be entitled to update the Product list and pricing from time to time in its discretion upon written or electronic notice to you, effective upon delivery, provided that any price change shall not affect any outstanding order accepted by InfiniWell at the time of such price change. You acknowledge and agree that you have no rights or claims of any type to the Products, or any aspect thereof, except such rights as are created by these Terms. You may not resell any other InfiniWell product. You shall not sell or distribute Products through third parties (such as sub-distributors, value-added resellers, or other dealers or agents) without InfiniWell’s prior written consent, which InfiniWell may revoke at any time in its sole discretion.

You are an independent business and shall act as an independent contractor. Nothing in these Terms makes you an agent, employee, franchisee, joint venturer, or partner of InfiniWell, or authorizes you to bind or attempt to bind InfiniWell to any contract, obligation, or performance of obligations outside of these Terms. You and your staff are not entitled to any InfiniWell employee benefits. You shall not represent yourself as an agent or employee of InfiniWell or make any representations, guarantees, warranties, or commitments regarding the Products on InfiniWell’s behalf.

  1. Terms of Sale
  1. Orders. Orders are processed under InfiniWell's then-current ordering procedures, which InfiniWell may change at any time. InfiniWell may reject any order in whole or in part. InfiniWell may also discontinue, limit, reformulate, or relabel any Product, or add or remove Products, without notice or liability to you. Each order submitted shall constitute an offer by you to purchase the Products described in such order and, upon acceptance by InfiniWell, shall give rise to a contractual obligation of you to purchase such Products on the terms and conditions set forth in these Terms. Conflicting, inconsistent, or additional terms or conditions contained in any order submitted by you shall not be binding unless InfiniWell specifically accepts such terms or conditions in writing.
  2. Changes and Cancellations. No order that has been accepted by InfiniWell may be changed or cancelled by you unless InfiniWell agrees to such change or cancellation in writing. All expenses arising out of the change or cancellation of all or part of an order after acceptance by InfiniWell, including any reasonable restocking charge, shall be paid by you to InfiniWell on demand.
  3. Allocation. If sufficient Products are not available for any reason, InfiniWell may allocate Products among its customers in its sole discretion. InfiniWell will make reasonable efforts to obtain additional Products from other sources, provided you agree to pay all additional costs associated with such Products. Allocation of Products pursuant to this subsection shall completely satisfy and discharge InfiniWell’s supply obligations and InfiniWell shall not be deemed to be in breach of such obligations.
  4. Forecasting. Upon request by InfiniWell, you will provide InfiniWell a rolling six (6) month forecast for each Product (a “Forecast”). No Forecast shall be considered in any manner or to any extent to be a binding commitment to purchase Products on your part or to supply Products on the part of InfiniWell. InfiniWell shall utilize the Forecast solely for planning and inventory purposes.
  5. Shelf Life. Products will ship with at least six (6) months of remaining shelf life from the order date, unless otherwise agreed in writing by InfiniWell. InfiniWell makes no guarantee regarding shelf life for Products ordered in quantities exceeding normal purchasing patterns or for expedited or special orders.
  6. Shipment and Risk of Loss. Unless otherwise agreed to in writing, all Products are shipped F.O.B. InfiniWell’s facility (or its fulfillment partner’s facility). Title to and risk of loss shall pass to you and delivery shall be deemed complete upon transfer of Products to a carrier for shipment or when the Products otherwise leave the possession or control of InfiniWell or its fulfillment partner. You are responsible for loss, theft, or damage in transit, unless InfiniWell agrees otherwise in writing. InfiniWell reserves the right to deliver Products in installments. Any dates quoted for the delivery of the Products are approximate only and InfiniWell shall not be liable for any delay in delivery of the Products however caused; time for delivery shall not be of the essence unless previously and expressly agreed by InfiniWell in writing.
  7. Payment. Unless otherwise agreed to in writing, all orders shall be placed and paid in U.S. dollars. Orders are paid in full when placed, by ACH, wire, credit or debit card, or another method InfiniWell accepts. InfiniWell may offer net payment terms on a case-by-case basis, only by separate written approval, and may change or withdraw them at any time. A failed payment or chargeback may result in suspension or termination of your account. Non-payment by your customers will not relieve you of your obligations to pay InfiniWell. If you fail to pay InfiniWell in accordance with these Terms, then InfiniWell, at its option and without prejudice to its other rights and remedies, may: (i) terminate these Terms immediately and without notice; (ii) suspend deliveries until all indebtedness is paid in full; and/or (iii) place you on a cash-on-delivery basis. In the event of default in payment, you shall pay InfiniWell's costs of collection, including reasonable attorneys’ fees. Any payments not made when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower. You shall be responsible for any withholding taxes applicable to payments to InfiniWell; if any such withholding is required by law, you shall gross up the payment so that InfiniWell receives the full amount it would have received absent such withholding. Upon request, you shall provide InfiniWell with valid tax exemption certificates, resale certificates, or other documentation evidencing your tax status.
  8. Returns. Because Products are ingestible and topical consumables, InfiniWell does not accept returns or issue refunds or credit for Products that arrive in saleable condition. InfiniWell does not accept items your own customers return to you.
  9. Damaged, Short-dated, or Incorrect Shipments. On delivery, you shall examine the Products for defects and completeness. You shall report any damaged, short-dated, expired, or incorrect Products within three (3) business days of documented delivery. You shall include photos showing the damage, lot number, and expiration date. No claim for adjustment, damage in transit, shortage in delivery, or loss of Products will be entertained unless separate notice in writing is given to InfiniWell within the timeframe specified above. Once InfiniWell confirms the issue, it will issue a refund or replacement at its option. You shall not ship the Products back unless InfiniWell asks you to; you shall destroy them and send proof of destruction instead. You shall never offer damaged or expired Products for sale.
  1. Manner of Sale

You agree to sell Products only as described in this section. Products sold any other way may not be covered by InfiniWell's product guarantees or customer support, to the extent the law allows. You shall be solely responsible for the costs involved in the distribution of the Products, including sales costs, import duties, any and all banking charges, shipping and handling costs, other operating expenses, letter of credit costs, wire transfer fees and other costs associated with making payment, and taxes, however designated, except that you shall not be liable for taxes imposed that are based on InfiniWell’s income.

  1. Product Literature. InfiniWell agrees to furnish to you (via email in PDF format or through its website) such descriptive literature, advertising materials, technical information, and sales promotional materials concerning the Products as InfiniWell may, from time to time, have available for such purposes (the “Product Literature”). InfiniWell shall retain ownership of all proprietary rights, including intellectual property rights, to the Product Literature. You shall not make any claims regarding Products that are in excess of or inconsistent with the Product Literature.
  2. End Consumers Only. You agree to sell Products only to end users, in quantities typical for personal use. You shall not sell or transfer Products to anyone for resale without InfiniWell's prior written consent. This includes wholesalers, distributors, other retailers, business-to-business accounts, freight forwarders, drop shippers, and anyone you know or have reason to believe will resell them. You shall implement reasonable procedures to identify and prevent sales to resellers, including monitoring for suspicious order patterns.
  3. United States Only. You shall not market, sell, ship, or invoice Products to customers outside the United States, or to anyone you know or suspect will export them, without InfiniWell's prior written consent. If you receive an order from a customer located outside the United States, you shall promptly notify InfiniWell and shall not fulfill such order without InfiniWell’s prior written consent. If InfiniWell approves you to sell Products outside the United States, the additional terms in Section 17 (Authorized International Resellers) will also apply.
  4. Online Sales. You agree to sell Products online only through a website you own and operate, or, for practitioners, through the InfiniWell virtual dispensary using your InfiniWell affiliate link. You shall obtain InfiniWell’s prior written approval before selling Products through any website you own. Your online sales are governed by the territorial limitations set forth in subsection (b) above, and you shall implement reasonable controls (such as geographic restrictions on shipping) to prevent sales outside the United States without InfiniWell’s prior written consent. You shall not list or sell Products on any third-party marketplace, including Amazon, eBay, Walmart Marketplace, TikTok Shop, Temu, Etsy, Facebook Marketplace, or similar platforms. Notwithstanding any other provision of these Terms, InfiniWell does not and will not grant consent for any Authorized Reseller to sell Products on Amazon.com or any Amazon-affiliated marketplace, which channels are exclusively reserved for InfiniWell's own direct sales. Practitioner customers are never authorized to sell on third-party marketplaces (see the Practitioner Online Sales Policy above). You acknowledge that any listing of Products on an unauthorized third-party marketplace using InfiniWell Marks without authorization constitutes trademark infringement and unfair competition, and that InfiniWell may pursue all available remedies under trademark law in addition to remedies under these Terms. You acknowledge that your right to purchase and resell Products is conditioned upon compliance with these Terms, including the channel restrictions in this subsection, and you waive any defense based on the first sale doctrine or similar principles to the extent you violate these channel restrictions.
  5. Business Conduct. You are solely responsible for your own operations, including staffing, technology, insurance, licensing, and legal compliance. You shall not sell Products through multi-level marketing, network marketing, pyramid schemes, or similar structures. You shall (i) abide by InfiniWell’s policies and procedures with regard to the purchase, sale, and support of Products, as may be updated by InfiniWell from time to time; (ii) conduct your business lawfully and ethically in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of InfiniWell; (iii) do nothing that would harm InfiniWell’s reputation; (iv) maintain qualified personnel with training and knowledge of the specifications, features, and uses of the Products; (v) keep enough inventory to serve your customers promptly; (vi) not engage in any misleading, deceptive, illegal, or unethical conduct in connection with your performance under these Terms; and (vii) keep your business name, address, phone number, email, and website list current with InfiniWell.
  6. No Alterations to Products or Packaging. You agree to sell Products only in their original, sealed packaging. You shall not relabel, repackage, split bundles, or bundle Products with other items. You shall not remove, cover, or alter any lot number, expiration date, UPC, or other identifying mark. You shall not remove, translate, or modify any label, insert, or safety information, or add marks InfiniWell has not approved in writing. You shall not present non-InfiniWell products in a way that suggests InfiniWell makes, endorses, or is affiliated with them. You shall not incorporate the Products into your products or services or resell the Products on a bundled or original equipment manufacturer basis (but this does not prohibit you from listing Products with your or third-party products on a quote or invoice provided to your customers). Notwithstanding the foregoing, a licensed healthcare practitioner may recommend, compound, or dispense Products to patients in accordance with applicable law, professional standards, and the practitioner’s licensing board rules.
  7. Customer Service. You shall learn the Products well enough to advise customers on selection, directions for use, and warnings, and to explain your return policy. You shall respond promptly to customer questions before and after a sale. You shall represent the Products professionally, and cooperate fully with any InfiniWell inquiry into customer complaints. You shall use commercially reasonable efforts to promote the sale of the Products and to maximize the volume of Products sold.
  1. Minimum Advertised Price (MAP) Policy

InfiniWell maintains a unilateral Minimum Advertised Price Policy for Authorized Resellers in the United States, available at infiniwell.com/pages/map-policy (the “MAP Policy”). The MAP Policy sets forth the minimum advertised pricing standards for Products, including standard MAP pricing and promotional/holiday MAP pricing. Violations may result in written warnings, suspension of supply privileges, or termination of authorized partner status. This section only informs you that the MAP Policy exists. It is not part of the consideration for these Terms and is not an agreement between you and InfiniWell about the prices you charge. InfiniWell does not seek, and will not accept, any assurance from you that you will comply with the MAP Policy. You remain free to set your own resale prices. InfiniWell reserves the right to modify the MAP Policy at any time without notice.

  1. Product Claims and Regulatory Compliance
  1. Approved Claims Only. You agree to describe Products only using the claims, ingredient descriptions, and directions InfiniWell publishes on its labels, website, or approved marketing materials. You shall not state or imply that any Product diagnoses, treats, cures, mitigates, or prevents any disease. You shall not make any other warranty or representation about the Products unless InfiniWell approves it in writing.
  2. Required Disclaimers. Wherever you publish a structure/function statement for a dietary supplement, you shall include the FDA disclaimer required under DSHEA. You shall not apply that disclaimer to cosmetic Products, and you shall not describe cosmetic Products as having drug effects.
  3. Testimonials, Endorsements, and Reviews. You agree that any testimonial, endorsement, influencer post, or review you use shall be truthful, typical or clearly qualified, and supported by competent evidence, as required by the FTC's Endorsement Guides. You shall disclose any material connection, such as free product or payment. You shall not create, buy, or suppress reviews.
  4. No Regulatory Implications. You shall not state or imply that InfiniWell or its Products are “FDA approved,” “FDA certified," “FDA registered,” or endorsed by any government agency.
  5. Marketing Review. You acknowledge that InfiniWell may require you to submit websites, product pages, emails, social content, and printed materials that mention its Products for review before publication. You shall promptly remove or correct any content InfiniWell identifies as inaccurate or non-compliant.
  6. Laws and Licensing. You shall comply with all federal, state, local, and foreign laws that apply to advertising and selling the Products, including all applicable consumer protection, advertising, and product safety laws. You shall obtain and maintain, at your own expense, such approvals, consents, certifications, permits, and other authorizations, including all governmental and non-governmental approvals as are required to qualify you to purchase and resell the Products in your territory (collectively, the “Approvals”); provided, however, that InfiniWell shall not be obligated to deliver any Products unless and until you provide InfiniWell with satisfactory evidence that such Approvals have been obtained. Practitioners must also comply with the rules of their licensing boards when recommending or dispensing Products. You represent and warrant that you and all of your parents, subsidiaries, affiliates, officers, directors, shareholders, employees, agents, and business partners are in compliance with, in good standing under, and have not violated any applicable laws, including all applicable export control laws and regulations, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act), and economic sanctions programs. You are not, and have never been, named as a “debarred” party, “denied person or entity,” “embargoed entity,” or otherwise sanctioned under, or prohibited from engaging in activities subject to, any applicable laws. You shall immediately notify InfiniWell in the event that you become aware of any such designation or sanction.
  1. Product Care and Quality Controls
  1. Storage and Handling. You shall store Products in a cool, dry place away from direct sunlight, heat, and moisture, and shall follow any storage directions on the label or provided by InfiniWell. Some Products, such as liposomal formulas and sprays, may carry specific temperature guidance.
  2. Inspection. You shall inspect every shipment within three (3) business days of receipt for damage, broken or missing seals, incorrect items, or quantities that do not match the order. You shall check your inventory regularly and remove expired or near-expired Products. You shall never sell a Product that is expired, damaged, or has a broken seal. You shall maintain a written quality control program that includes procedures for inventory rotation (first-in, first-out), regular inspections, and disposal of non-saleable Products. You shall report any issue to shop@infiniwell.com.
  3. Lot Traceability. You shall keep records sufficient to identify which customers received Products from a given lot, so InfiniWell can act quickly on any safety or quality issue. Upon InfiniWell’s request, you shall provide such records within forty-eight (48) hours.
  4. Recalls. You shall cooperate fully with any recall, market withdrawal, or safety communication InfiniWell issues, including pulling affected inventory, notifying your customers, and providing InfiniWell with customer contact information to the extent permitted by law. You shall bear all costs associated with any recall to the extent caused by your acts or omissions, including your failure to comply with storage, handling, or other requirements under these Terms.
  5. Adverse Events. You shall forward any report of a serious adverse event, injury, or product complaint to InfiniWell at shop@infiniwell.com within one (1) business day of learning of it. You shall include the customer's contact details (with their consent), the Product, lot number, and a description of what happened. This supports InfiniWell's reporting obligations under federal law. You shall cooperate fully with InfiniWell in investigating any adverse event or product complaint, including preserving any evidence and making your personnel available for interviews.
  1. Intellectual Property
  1. InfiniWell Marks. You acknowledge and expressly agree that no license to use InfiniWell’s (or any of its affiliates’) trademarks (including BPC-Lx™), trade names, service marks, or logos (collectively, the “InfiniWell Marks”) is granted by these Terms except as expressly set forth herein. You shall not print, post, or otherwise use letterhead, advertising, calling cards, literature, signage, or other representations in the name of InfiniWell (or any of its affiliates) and/or using InfiniWell Marks, or represent yourself as InfiniWell (or any of its affiliates) or make commitments on behalf of InfiniWell (or any of its affiliates) without the express, prior written permission of InfiniWell. You may, however, indicate in your advertising and marketing materials that you are an authorized reseller of Products and may, as necessary, incidentally use the InfiniWell Marks in your sales and marketing efforts, subject to prior written approval by InfiniWell in each instance. Following written approval of a permissive use of the InfiniWell Marks hereunder, you will follow InfiniWell’s branding guidelines, including the placement of proper trademark, copyright, and patent notices in your advertisements, promotional brochures, and other marketing materials for Products. InfiniWell reserves the right to review your marketing and sales materials prior to their publication or use. No rights to the InfiniWell Marks shall inure to you as a result of any such use or reference, and all such rights, including goodwill, shall inure to the benefit of and be vested in InfiniWell. You shall not use the InfiniWell Marks in a manner that disparages, dilutes, or is detrimental to the goodwill associated with the InfiniWell Marks or the Products. You acknowledge that any use of the InfiniWell Marks on any unauthorized third-party marketplace, including Amazon, eBay, or similar platforms, constitutes unauthorized use of InfiniWell’s trademarks, trademark infringement, and unfair competition, regardless of whether you purchased the Products from InfiniWell. Upon termination or expiration of your Authorized Reseller status for any reason, you will immediately cease using the InfiniWell Marks and shall immediately take all appropriate and necessary steps to (i) remove and cancel any listings in public records, telephone books, other directories, and the Internet, remove any visual displays or literature at your location, and elsewhere that would indicate or would lead the public to believe that you are the representative of InfiniWell or InfiniWell products; and (ii) cancel, abandon, or transfer (as requested in writing by InfiniWell) any trade name filings, trademark applications or registrations, or other filings with any government that may incorporate the InfiniWell Marks or any marks or names confusingly similar thereto. Upon your failure to comply with this paragraph, InfiniWell may make application for such removals, cancellations, abandonments, or transfers in your name. You shall render assistance to and reimburse InfiniWell for expenses incurred in enforcing this paragraph.
  2. InfiniWell Intellectual Property. You shall not have any ownership interest in any InfiniWell intellectual property or other intellectual property that InfiniWell provides to you, discloses to you, or allows you to use in any way, and such intellectual property is and will remain the property of InfiniWell. InfiniWell grants you a limited, nonexclusive, and nontransferable right to use the InfiniWell intellectual property solely in and for marketing and selling Products pursuant to these Terms. To the extent that you create a derivative work of InfiniWell intellectual property, you hereby irrevocably assign, and agree to assign to InfiniWell without further consideration, all of your right, title, and interest in and to such derivative work. Except as expressly provided in these Terms, nothing herein commits InfiniWell to license, make accessible, or otherwise provide any InfiniWell intellectual property or other intellectual property to you. “Intellectual Property” means all rights in or derived from any drawings, specifications, concepts, designs, technology, inventions, methods, discoveries, ideas, manufacturing processes, unique compositions, codes, executables, domain names, know-how, database rights, works of authorship (including rights in computer software), or other proprietary, undisclosed, or confidential information, in each case whether or not patentable, and including all (i) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, reexamination, utility model, certificate of invention and design patents, patent applications, registrations, and applications for registrations; (ii) trademarks, service marks, trade dress, Internet domain names, logos, trade names, and corporate names and registrations and applications for registration thereof; (iii) copyrights and registrations and applications for registration thereof; (iv) mask works and registrations and applications for registration thereof; (v) computer software, data, and documentation; (vi) inventions, trade secrets, and confidential business information, whether patentable or not and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing, and business data, pricing and cost information, business and marketing plans, and customer lists and information; and (vii) copies and tangible embodiments thereof.
  3. Feedback. By sending InfiniWell any feedback, comments, questions, ideas, proposals, or suggestions concerning InfiniWell or the Products, whether online, by email, by postal mail, or otherwise (collectively, “Feedback”), you represent and warrant that you have the right to disclose the Feedback and that the Feedback does not violate the rights of any other person or entity. By sending InfiniWell any Feedback, you agree that InfiniWell is under no obligation of confidentiality with respect to the Feedback and grant InfiniWell an irrevocable, nonexclusive, royalty-free, perpetual, worldwide license to use, make, incorporate into the Products, modify, copy, display, perform, distribute, prepare derivative works of, publish, and sublicense the Feedback, without any credit or compensation to you.
  4. Reservation of Rights. Neither party has any right or license to any of the Intellectual Property of the other party, either express or implied, except as expressly set forth in these Terms. Each party hereby reserves all rights not expressly granted in these Terms.
  5. Infringement by Third Parties. You will cooperate fully with and assist InfiniWell in its efforts to protect InfiniWell’s intellectual property rights and shall exercise reasonable diligence to detect and shall immediately advise InfiniWell if you have knowledge of any infringement of any patents, trademarks, copyrights, or other intellectual property rights owned or used by InfiniWell.
  6. Non-Disparagement. You shall not disparage InfiniWell, its Products, officers, directors, employees, or affiliates. You shall not make any statements, whether written or oral, that could reasonably be expected to harm the reputation, goodwill, or business relationships of InfiniWell or its Products.
  1. Confidentiality
  1. Definition. “Confidential Information” means all information, materials, or data of a party (the “Disclosing Party”) disclosed, delivered, or permitted access, intentionally or inadvertently, to the other party (the “Receiving Party”) that is marked or designated as “confidential” and/or “proprietary,” or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the foregoing, InfiniWell’s Confidential Information shall include all information and data relating to InfiniWell’s business plans, technology and technical information, product designs, formulations, manufacturing processes, pricing, customer lists, and business processes. The terms and conditions of these Terms are the Confidential Information of InfiniWell; provided, however, that you may disclose these Terms to your legal counsel, accountants, and insurance providers who have a need to know such information in connection with providing professional services to you, so long as such persons are bound by confidentiality obligations no less protective than those set forth herein.
  2. Confidentiality Obligations. The Receiving Party shall use the same degree of care with respect to the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care). The Receiving Party (i) shall not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) shall limit access to Confidential Information to those of its officers, directors, employees, advisors, contractors, and agents who need such access for purposes consistent with these Terms, whose duties justify the need to know such Confidential Information, and who are subject to written confidentiality obligations containing protections no less stringent than those contained herein. The Receiving Party shall be liable for any breach of this section by its representatives.
  3. Exclusions. The confidentiality obligations set forth in this section shall not apply to Confidential Information which the Receiving Party can demonstrate by reasonable written evidence (i) is or becomes a part of the general public domain through no act or omission by the Receiving Party or any of its representatives, (ii) is, subsequent to disclosure hereunder, disclosed to the Receiving Party by an independent third party having the right to disseminate the information and without restrictions on disclosure, (iii) was in the Receiving Party’s lawful possession without restriction on dissemination prior to the disclosure and was not obtained by the Receiving Party either directly or indirectly from the Disclosing Party, or (iv) is independently developed by or on behalf of the Receiving Party without reference to or reliance upon the Disclosing Party’s Confidential Information.
  4. Compelled Disclosure. If the Receiving Party is compelled by law or a court or other body of competent jurisdiction to disclose Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt prior notice of such compelled disclosure (to the extent legally permitted) in order to provide the Disclosing Party a reasonable opportunity to object to such disclosure, and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
  5. Destruction of Confidential Information. Upon termination of these Terms or upon written request of the Disclosing Party, the Receiving Party shall cease providing access to, using, and shall promptly securely destroy all copies of any Confidential Information then in its possession or under its control. Upon the Disclosing Party’s written request, the Receiving Party shall confirm in writing that it has complied with the obligations set forth in this paragraph.
  6. Ownership of Confidential Information. Each party shall retain all right, title, and interest in and to its own Confidential Information. No disclosure of any Confidential Information shall be deemed to grant the Receiving Party any license or other intellectual property right therein.
  1. Reseller Representations and Warranties; Disclaimer of Warranties
  1. Reseller Representations and Warranties. You represent and warrant to InfiniWell that: (i) you have all requisite corporate power and authority to execute, deliver, and perform your obligations under these Terms; (ii) the execution, delivery, and performance of these Terms has been duly authorized by you, and will not conflict with, result in a breach of, or constitute a default under any other agreement to which you are a party or by which you are bound; (iii) you are duly licensed, authorized, or qualified to do business and are in good standing in every jurisdiction in which a license, authorization, or qualification is required for the ownership or leasing of your assets or the transaction of business of the character transacted by you; (iv) you will comply with all federal, state, local, and foreign laws, rules, and regulations applicable to your activities under these Terms; (v) you will conduct your business in a manner that does not violate any applicable laws, rules, or regulations, including consumer protection, advertising, and product safety laws; (vi) all information you have provided to InfiniWell in connection with your application for Authorized Reseller status is true, accurate, and complete; and (vii) any services performed by you in connection with these Terms will be performed in a competent, workmanlike manner, using adequate staff having the experience and qualifications necessary for the tasks, in accordance with applicable industry standards and best practices.
  2. Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, INFINIWELL SELLS ALL PRODUCTS "AS IS" AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT THE LAW ALLOWS, INFINIWELL HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR TRADE USAGE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, INFINIWELL EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO THE USE OR THE RESULTS OF THE USE OF THE PRODUCTS.
  1. Indemnification
  1. Indemnification by You. You will defend, indemnify, and hold harmless InfiniWell and its officers, directors, employees, and agents from and against any and all losses, damages, liabilities, expenses, and costs (including reasonable attorneys’ fees) (“Losses”) arising out of or related to any third-party claim, action, suit, investigation, or other proceeding (each a “Claim”) arising from or relating to: (i) any representation, warranty, guarantee, claim, or statement about the Products, their ingredients, efficacy, safety, regulatory status, or intended use that you, your employees, contractors, or agents make that is not expressly authorized in writing by InfiniWell or that exceeds, contradicts, or is inconsistent with InfiniWell’s approved Product Literature, labeling, or marketing materials; (ii) any service or support you provide to customers; (iii) any claim by your employees, contractors, or agents against InfiniWell relating to wages, benefits, worker classification, employment status, workplace conditions, workers’ compensation, discrimination, harassment, wrongful termination, or any other employment-related matter; (iv) your breach of these Terms, including your confidentiality obligations; (v) your violation of applicable laws, rules, or regulations; (vi) fraud, gross negligence, or willful misconduct by you, your directors, officers, employees, independent contractors, or agents; and/or (vii) injury of any nature, including sickness and/or death, and property damage caused by any Products after the time of delivery of such Products or after such Products otherwise leave the possession or control of InfiniWell.
  2. Indemnification Procedures. Upon commencement of any indemnified Claim, InfiniWell shall give you notice thereof as promptly as practicable, and you shall have the sole ability to defend and settle the third-party Claim; provided, that you shall not settle the Claim in any way other than the payment of money without InfiniWell’s prior written consent (not to be unreasonably withheld). InfiniWell shall cooperate, at your cost, in all reasonable respects with you and your attorneys in the investigation, trial, and defense of such Claim and any appeal arising therefrom; provided, however, that InfiniWell may, at its own cost and expense, participate, through its attorneys or otherwise, in such investigation, trial, and defense of such Claim and any appeal arising therefrom. If you do not assume full control over the defense of a Claim subject to such defense as provided in this section, InfiniWell shall have the right to defend the Claim in such manner as it may deem appropriate, at your cost and expense.
  1. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, INFINIWELL WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST SALES, LOST PROFITS, LOST SAVINGS, LOSS OF REVENUES, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, OR DAMAGES RELATED TO PERSONAL INJURY OR PROPERTY DAMAGES SUFFERED BY YOU OR ANY THIRD PARTY ARISING FROM OR IN ANY WAY CONNECTED TO THESE TERMS OR THE SALE, DISTRIBUTION, OR USE OF PRODUCTS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER INFINIWELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, INFINIWELL’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM OR SERIES OF CLAIMS ARISING UNDER OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID (EXCLUDING TAXES) INFINIWELL UNDER THESE TERMS IN THE SIX (6) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  1. Audit and Monitoring

InfiniWell may monitor and audit your compliance with these Terms. This includes test purchases and reviewing your online listings. You shall keep accurate records of all your activities as reasonably necessary to determine your compliance with the terms and conditions of these Terms, including accounting records, customer sales records, and governmental filings. You shall retain such records for at least a three (3) year period following their creation or preparation. During the period you are an Authorized Reseller and for a period of two (2) years thereafter, InfiniWell, and its auditors and other representatives, shall have the right to inspect and audit such records upon reasonable prior written notice of not less than fifteen (15) days. You agree to cooperate with and allow reasonable access to your records, policies, and procedures related to these Terms to any InfiniWell auditor that requests such records. If any audit reveals a material breach of these Terms, you shall reimburse InfiniWell for the reasonable costs of such audit.

  1. Termination
  1. Termination by InfiniWell. InfiniWell may terminate these Terms and your Authorized Reseller status for convenience, without cause and without penalty, by providing you with at least thirty (30) days’ prior written notice. InfiniWell may also suspend your Authorized Reseller status at any time, for any reason or no reason, with or without notice. InfiniWell may terminate your Authorized Reseller status immediately upon notice, without any cure period, if: (i) you become insolvent, file for bankruptcy, have a receiver or trustee appointed for any part of your assets, make an assignment for the benefit of creditors, or undergo a change of control; (ii) you list or sell any Product on any third-party marketplace in violation of Section 3(d) (Online Sales) or the Practitioner Online Sales Policy; or (iii) you breach any provision of Section 7 (Intellectual Property) or Section 8 (Confidentiality). InfiniWell may terminate your Authorized Reseller status upon notice if you fail to perform any other material obligation hereunder and fail to remedy such failure or breach within thirty (30) days after receipt of notice from InfiniWell.
  2. Termination by You. You may terminate these Terms and your Authorized Reseller status for convenience, without cause and without penalty, by providing InfiniWell with at least thirty (30) days’ prior written notice. You may also terminate these Terms immediately upon notice if InfiniWell fails to perform any of its material obligations hereunder and fails to remedy such failure or breach within thirty (30) days after receipt of notice from you.
  3. Effects of Termination. Upon expiration or notice of termination of these Terms for any reason: (i) InfiniWell may continue to fill any orders from you that have been accepted by InfiniWell prior to the termination or expiration of these Terms under the terms and conditions hereof; (ii) all outstanding balances owed by you to InfiniWell shall become immediately due and payable to InfiniWell; (iii) both parties shall at all times thereafter refrain from any conduct that would be inconsistent with or likely to cause confusion with respect to the nature of their business relationship; (iv) all rights granted to you under these Terms shall cease, and where appropriate, revert to InfiniWell; and (v) you must immediately stop buying and selling Products as an Authorized Reseller, representing yourself as an authorized or affiliated seller of InfiniWell, and using any InfiniWell Marks or InfiniWell Intellectual Property. InfiniWell may, at its option, offer to buy back your remaining saleable inventory. For the avoidance of doubt, no consideration or indemnity shall be payable to you either for loss of profit, goodwill, customers, or other like or unlike items, nor for advertising costs, costs of samples or supplies, termination of employees, employees’ salaries, and other like or unlike items. In no event shall you continue to represent yourself as an InfiniWell reseller or representative after termination or expiration of these Terms.
  1. Injunctive Relief

A breach or threatened breach of Sections 3, 5, 7, or 8 (Manner of Sale, Product Claims and Regulatory Compliance, Intellectual Property, or Confidentiality) would cause InfiniWell harm that money damages cannot adequately remedy. InfiniWell may therefore seek injunctive or other equitable relief, in addition to any other remedy, without posting any bond or proving actual damages. InfiniWell’s delay or failure to enforce any provision does not waive its right to enforce it later.

  1. Insurance

You shall maintain, for the period you are an Authorized Reseller and for two (2) years thereafter, insurance coverages customary for businesses of your type and size, including (a) workers' compensation insurance in statutorily required amounts; (b) commercial general liability insurance, including broad form property damage, personal and advertising injury, and products/completed operations coverage, in amounts customary for your industry; and (c) any other insurance required by applicable law. You shall cause your insurer to waive any right of subrogation against InfiniWell, its affiliates, and each of their directors, officers, and employees. Upon InfiniWell’s reasonable request, you shall provide certificates of insurance evidencing such coverage and waiver of subrogation to InfiniWell.

  1. Miscellaneous
  1. Changes. InfiniWell reserves the right, at its sole discretion, to update, change, modify, or replace any part of these Terms by posting updates and changes on InfiniWell’s website. InfiniWell may elect to notify you of such changes by mail, email, posting of modified Terms, or other similar manner. However, it is your responsibility to check InfiniWell’s website regularly for changes to these Terms. Your continued purchase, sale, or advertisement of Products following the posting of any changes to these Terms constitutes acceptance of those changes.
  2. Waiver. No delay or omission by a party in exercising any rights or remedies hereunder shall impair such right or remedy or be construed as a waiver of any such right or remedy. Any single or partial exercise of a right or remedy by a party shall not preclude further exercise of any right or remedy by such party. No waiver by a party shall be valid unless in writing signed by such party.
  3. Force Majeure. InfiniWell shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any of its obligations under these Terms, when and to the extent such failure or delay is caused by or results from acts beyond InfiniWell’s reasonable control, including but not limited to: (i) acts of God; (ii) flood, fire, earthquake, epidemics, pandemics, or explosions; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, mass shootings, riot, or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of these Terms; (vi) national or regional emergency; (vii) strikes, labor stoppages, labor shortages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power or transportation facilities; (ix) difficulties in obtaining materials or breakdown in machinery; or (x) other similar events beyond the reasonable control of InfiniWell (each a “Force Majeure Event”). Should any Force Majeure Event occur, InfiniWell may cancel or suspend any order made by you without incurring liability to you for any loss or damage.
  4. Severability. In the event that any provision of these Terms is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction, the validity of the remaining provisions shall not be affected, and the parties shall negotiate a substitute provision that, to the extent possible, accomplishes the original business purpose.
  5. Survival. All provisions which by their nature are intended to survive the expiration or termination of these Terms shall survive, including Sections relating to Intellectual Property, Confidentiality, Reseller Representations and Warranties, Disclaimer of Warranties, Indemnification, Limitation of Liability, Audit and Monitoring, Insurance, Termination (as to effects of termination), Injunctive Relief, and Miscellaneous, as well as all accrued payment obligations.
  6. Governing Law and Venue. These Terms (including the validity, interpretation, construction, and performance of these Terms), and all acts and transactions pursuant hereto and the rights and obligations of the parties shall be governed, construed, and interpreted in accordance with the laws of the State of Texas, without giving effect to the principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods are not applicable to these Terms. The parties agree that the appropriate courts of the State of Texas and the United States District Court for the Northern District of Texas shall have the exclusive jurisdiction to hear and resolve any and all disputes, claims, or litigation related to these Terms or the transactions contemplated hereby. Accordingly, the parties each consent and submit to personal jurisdiction in any such court described in the foregoing sentence and waive to the fullest extent permitted by law any objection that either party may now or hereafter have to the venue of any such litigation, proceeding, or action in any such court or that any such litigation, proceeding, or action was brought in an inconvenient forum.
  7. Jury Trial Waiver. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE TERMS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT, OR ACTION OF ANY PARTY HERETO.
  8. Assignment. You may not assign or transfer these Terms or any of your rights or obligations hereunder without InfiniWell’s prior written consent. Any attempted assignment in violation of this section shall be null and void. InfiniWell may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. These Terms shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
  9. No Third-Party Beneficiaries. These Terms do not create any obligations of or any rights, causes of action, or benefits in favor of any third party or entity other than the parties hereto.
  10. Entire Agreement. These Terms, together with any Order Form and any attached exhibits or schedules, contain the full understanding of the parties with respect to the subject matter hereof and supersede all prior understandings and writings relating thereto. In the event of any conflict between these Terms and an Order Form, the Terms shall control unless the Order Form expressly states that a specific provision is intended to supersede these Terms.
  11. Headings; Interpretation. The headings contained in these Terms are for convenience of reference only and shall not be considered in construing these Terms. Whenever any provision of these Terms uses the term “including” (or “includes”), such term shall be deemed to mean “including without limitation” and “including but not limited to” regardless of whether the words “without limitation” or “but not limited to” actually follow the term “including.” The words “herein,” “hereby,” “hereunder,” “hereof,” and other equivalent words shall refer to these Terms in their entirety and not solely to the particular portion of these Terms in which any such word is used. All definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural. Wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders.
  12. Notices. Any formal notice (excluding ordinary course of business sales documentation) required to be provided pursuant to these Terms shall be in writing and shall be deemed given (i) if by hand delivery, upon receipt thereof, (ii) if sent by a recognized overnight delivery service, one (1) business day after delivery to such service, or (iii) if mailed, three (3) business days after deposit in the U.S. mails, postage prepaid, registered or certified mail, return receipt requested, or (iv) if by email, upon confirmed receipt. Notices to InfiniWell shall be sent to 5706 E Mockingbird Ln, Suite 115-404, Dallas, Texas 75206, or as otherwise provided by InfiniWell in writing. For general comments or questions about these Terms that do not require formal written notice, you may contact InfiniWell at shop@infiniwell.com.
  1. Authorized International Resellers

These additional terms apply only to resellers InfiniWell has approved in a separate written agreement to sell outside the United States. In the event of any conflict between this Section 17 and any other provision of these Terms, this Section 17 shall control with respect to international sales. International resellers remain subject to all other provisions of these Terms to the extent not inconsistent with this Section 17.

  1. Import and Local Law. You alone are responsible for confirming that each Product may be lawfully imported, labeled, marketed, and sold in your country, and for obtaining any permits, registrations, or licenses required. You shall ensure that all Products comply with the labeling, packaging, and product safety requirements of each jurisdiction in which you sell the Products, including any required translations, warnings, or disclosures. Some ingredients may be restricted or prohibited in certain countries, and InfiniWell may decline orders for those markets. You shall promptly notify InfiniWell of any regulatory developments in your territory that may affect the sale or marketing of the Products.
  2. Taxes and Duties. You shall pay all taxes, duties, tariffs, customs fees, and similar charges on your purchases and resales, including sales, use, VAT, and GST, other than taxes on InfiniWell's income. You shall be responsible for any withholding taxes applicable to payments to InfiniWell; if any such withholding is required, you shall gross up the payment so that InfiniWell receives the full amount it would have received absent such withholding. Upon request, you shall provide InfiniWell with documentation evidencing payment of any such taxes or duties.
  3. Customs Risk. Once an order ships, you bear the risk of any Products that customs rejects, holds, seizes, or destroys. InfiniWell does not refund orders that are seized, refused, abandoned, undeliverable due to an address error, or unsellable in your country. You shall be solely responsible for customs clearance and shall serve as the importer of record for all shipments. You shall indemnify InfiniWell for any fines, penalties, or other costs InfiniWell incurs as a result of your failure to properly clear Products through customs or your provision of inaccurate import documentation.
  4. Export Control. You shall comply with all U.S. and foreign export and import control laws that apply to your distribution of the Products. You shall (i) work with InfiniWell prior to exporting, reexporting, or transferring any Products to determine the U.S. export jurisdiction and classification of the Products; and (ii) work with InfiniWell to obtain any licenses or permits required under applicable export control laws for the export, reexport, or transfer of Products, or identify applicable license exemptions or exceptions that may be used to authorize the export, reexport, or transfer in the absence of a license or permit. You shall not export, reexport, or transfer any Products to any country, entity, or person prohibited under applicable export control laws or economic sanctions programs, including the lists maintained by the U.S. Department of Commerce, the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), and the U.S. Department of State. You agree to defend, indemnify, and hold harmless InfiniWell from any loss or damage that may be sustained by InfiniWell by reason of your failure to comply with any applicable export control laws.
  5. Marketing Approval. InfiniWell must approve all online and offline marketing and sales materials for the Products, including websites, blogs, and online stores, before publication. You shall submit all proposed marketing materials to InfiniWell at least fifteen (15) business days before the intended publication date. InfiniWell shall have sole discretion to approve, reject, or require modifications to any marketing materials, and you shall not use any materials that InfiniWell has not approved in writing. You shall ensure that all marketing materials comply with local advertising, consumer protection, and product claims laws in your territory.
  6. Territory. Your authorization to sell Products outside the United States is limited to the specific country or countries identified in your separate written agreement with InfiniWell (your “Territory”). You shall not actively market, sell, or ship Products to customers outside your Territory without InfiniWell’s prior written consent. You shall refer to InfiniWell any inquiries or orders you receive from customers outside your Territory.