Internet Sales Policy

As a healthcare professional qualified by ProEnzol to purchase ProEnzol products, you may sell ProEnzol products on the Internet only if the following guidelines are met:

• The website/domain name on which you intend to sell ProEnzol products must be registered to you or your business/practice. Under no circumstances are you authorized or permitted to supply ProEnzol products to be sold by any third-party online reseller including but not limited to Amazon.com, eBay, Jet, and similar sites. ProEnzol reserves the right to not sell or supply products to any healthcare professional who participates in the sale of ProEnzol products on third-party websites.
• ProEnzol products promoted on your website are to be sold only to individuals with whom you have a valid patient/practitioner relationship. You shall consider the unique nutritional needs of each patient when recommending ProEnzol products and shall be available to promptly address patient questions and concerns both before and after the sale of ProEnzol products. Only quantities of ProEnzol products appropriate for individual use shall be sold on your website. You shall not sell or transfer any ProEnzol products to any person or entity that you have reason to believe intends to resell the products.
• All images, prices, and distribution of ProEnzol products are to be maintained in a protected area of your website that is ONLY available to your patients or clients through the use of a password. This password is to be provided solely to your patients or clients and NOT to the general public. You agree that the general public cannot place an order for ProEnzol products through your website under any circumstances.
• In the public or non-password-protected section of your website, you may refer to ProEnzol, using the ProEnzol logo, in a general promotion that does not include ProEnzol product images or pricing. A statement must be included indicating ProEnzol products are only available to patients or clients who must be logged in to have access to them. You may also provide a link to the ProEnzol website.
• ProEnzol maintains a strict MAP (Minimum Advertised Price) policy whereby ProEnzol products shall never be publicly advertised below the published Minimum Advertised Price found on the current Healthcare Professional Price List. Any reference or inference anywhere on the public or non-password protected section of your website to discounts, rebates, rewards programs, coupons, special offers, sales promotions, price reductions, special call-in pricing or other purchase inducements resulting in a price below MAP must explicitly state “Not valid on ProEnzol products”. Your compliance with this Policy is completely at your discretion as ProEnzol does not ask for or will accept any assurances from you that you will comply with this Policy. This Policy applies to publicly-advertised prices only, not selling prices. When you are selling ProEnzol products directly to patients on your website who have access to consultation services provided by you or another qualified healthcare professional in your practice, you may offer ProEnzol products at prices below MAP if the discounted prices are only visible to patients who have logged in with a private password or code provided by you. These passwords or codes must not be provided on your website, via a broadcast email, or through any other means by which a password or code can be shared other than being directly provided by you to your patients. ProEnzol reserves the right to not sell or supply products to you if your website does not comply with this Internet Sales Policy.
• ProEnzol product information, including ingredient potencies, to be used on your website shall be taken from the product labels or the public section of the ProEnzol website only. In order to protect both you and ProEnzol from potential legal liability, ProEnzol products may not be displayed or mentioned in association with disease claims. As a qualified ProEnzol customer, you have confidential access to proprietary formulation details including full ingredient potencies via the professional section of the ProEnzol website, catalogs, e-mails, and other sources of product information to assist you in choosing the best ProEnzol products for your patients or clients. This proprietary information is not intended for your patients or clients and shall not appear in any manner whatsoever on your website.
• A limited, non-exclusive, non-transferable, revocable license shall be granted to you to use the ProEnzol brand, logos, trademarks, product names, trade dress, copyrighted materials, and other intellectual property associated with ProEnzol products for the sole purpose of marketing and selling the ProEnzol products on your website. You shall not have any ownership right, title, or interest, express or implied, in ProEnzol intellectual property including but not limited to trademarks and copyrighted material. The ProEnzol logos, trademarks, and product images may be used on your website only in their current form as supplied to you by ProEnzol, and in a context and location approved by ProEnzol. All content found on the ProEnzol website, including text, graphics, images, video, and audio clips, is the property of ProEnzol and is protected by copyright laws. You may not reproduce or modify any part of ProEnzol copyrighted material for use on your website without the prior written approval of ProEnzol. ProEnzol reserves the right to approve, at its sole discretion, your use or intended use of ProEnzol intellectual property on your website. ProEnzol may review your website at any time, without limitation, and may require you to make changes to your website to the extent, you are using ProEnzol intellectual property in a manner that violates ProEnzol policies, or any applicable laws or regulations. It shall be understood you may not use any ProEnzol intellectual property whatsoever including but not limited to logos, product names, trademarks, or copyrights on third-party reseller websites (such as Amazon, eBay, and similar sites), to purchase online advertising, or as part of a URL, secondary domain name, keyword or file name. Your license to use ProEnzol intellectual property on your website will immediately end when you are no longer willing or permitted to purchase ProEnzol products for distribution to your patients.
• ProEnzol reserves the right to not sell or supply its products to you if you choose not to remain compliant with the Internet Sales Policy. You will be notified by ProEnzol that you are in violation of the Internet Sales Policy and, if you fail to bring your website into compliance, ProEnzol may, at its sole discretion, deactivate your account. Deactivation of your account means you will no longer be able to purchase ProEnzol products and will be required to immediately cease all use of ProEnzol intellectual property on your website. If you correct your website to bring it into compliance, ProEnzol, upon notification by you, will review your website and, at its sole discretion, may re-activate your account if it is determined that your website has regained compliance with the Internet Sales Policy. If there is a subsequent violation of the Internet Sales Policy, ProEnzol reserves the right to immediately and permanently terminate your authorization to sell ProEnzol products on your website.
• ProEnzol may modify, at its sole discretion, the Internet Sales Policy at any time. In addition, ProEnzol may, at its sole discretion, suspend or discontinue allowing healthcare practitioners to sell ProEnzol products and use ProEnzol intellectual property on their websites, upon 30-day prior written notice. Any failure or delay by ProEnzol in enforcing any of the Internet Sales Policy or any of ProEnzol intellectual property rights shall in no way be considered a waiver of such guidelines or rights and shall in no way prevent ProEnzol from enforcing the same or other guidelines or rights at a later date. No ProEnzol employee or representative is authorized to modify, interpret, or grant exceptions to the Internet Sales Policy without the written approval of an officer of ProEnzol.
• ProEnzol may audit and/or monitor your website at any time for compliance with the Internet Sales Policy and reserves the right to require you to make changes to your use of ProEnzol intellectual property even if ProEnzol previously approved your website or the material displayed thereon. For this purpose, a password-protected account shall be established for ProEnzol allowing full access to your website.