1. Appointment & Scope. Realize hereby appoints Reseller as a non-exclusive, revocable seller of adiponexin.com products (“Products”) within their home country and channels approved by Realize in writing.
2. Term. Month-to-month beginning on the Effective Date; either party may terminate with 30 days’ written notice, or immediately for cause (see §11).
3. Sales Channels. Reseller may sell Products only (a) in its brick-and-mortar locations and/or (b) on its own branded website, for sale to its clients at the established MAP prices. Reseller may only sell Products to end-users and shall not sell or transfer Products to any person or entity known or suspected to resell or distribute them. Reseller must display its full legal or registered name, mailing address, phone number, and email on all sites where Products are sold. Sites must not appear affiliated with Realize Therapeutics. Resellers must operate their website in compliance with privacy, accessibility, and data security regulations.
Listings on third-party marketplaces (e.g., Amazon, eBay, Walmart, social-media shops such as Google Shop, Facebook, YouTube, Instagram, Etsy, X /Twitter, Shop, TikTok, etc) are prohibited. Resellers are not permitted to buy search ads on Google or any other platforms or websites using Realize-branded keywords.
4. Reseller Website Listing Requirements. Resellers may use content for their website listing from the adiponexin.com website. Resellers may not suggest any affiliation or endorsement. Should the Reseller wish to deviate from such content, they shall be required to obtain prior authorization from Realize by sending proposed new content to Betsy@realizethera.com or Kathryn@realizethera.com.
5. Monitoring Website Posts. The Reseller acknowledges that Realize may be monitoring their website and their posts for compliance with this Agreement. Should a listing or post fail to comply with this Agreement, Realize has the right to address such noncompliance by taking any of the following actions alone or in combination: (i) require the Reseller to take down the listing or post; (ii) terminate the Agreement and the Reseller would no longer be authorized to sell Realize Therapeutics products.
6. Marketing & Regulatory Compliance.
- FDA/FTC Standards. All advertising and online copy must comply with U.S. Food & Drug Administration dietary-supplement regulations (21 C.F.R. Part 101), Federal Trade Commission truth-in-advertising standards, and Disclosures 101 for Social Media Influencers (https://www.ftc.gov/system/files/documents/plain-language/1001a-influencer-guide-508_1.pdf)
- Claims. Reseller shall use only Realize-supplied or pre-approved structure/function claims and images. No disease-treatment claims may be made.
- Material Changes. Any proposed marketing change requires Realize’s written approval.
7. Intellectual Property & Branding. Resellers may not create or use any domain, platform, or mobile app that includes Realize product names or trademarks, nor any confusingly similar variation. Use of Realize logos or trademark is permitted only in forms provided by Realize, and may not be modified, renamed, or adapted without express approval. Realize reserves the right to periodically review and demand updates to reseller use of brand elements, even if previously approved.
8. Minimum Advertised Price (MAP). Reseller acknowledges receipt of Realize’s Unilateral MAP Policy (the “Policy”). Advertising below the MAP constitutes a material breach of this Agreement. Realize alone will enforce the Policy; Reseller shall not seek or expect discussion of retail pricing. Realize representatives are not authorized to discuss retail prices or MAP enforcement decisions.
9. Quality Control & Storage. Reseller must store Products per label instructions and maintain FIFO rotation. Products must be sold in their original, sealed packaging. Reseller may not alter, repackage, relabel, bundle, or tamper with Products or their packaging.
9. A. Wholesale Ordering & Minimums
- MOQ: Wholesale orders require a minimum of 12 items, mix and match.
- Order Review: Orders below MOQ/case-pack may be refused, held, or adjusted to the nearest full pack.
- Backorders: We may partially ship and backorder the balance; shipping applies per shipment unless otherwise agreed.
- MAP Reminder: Our MAP Policy governs advertised prices only and does not restrict your actual selling price.
10. Customer Service & Returns. Resellers will honor Realize’s published return policy and promptly forward consumer adverse-event reports (within 24 hours). Resellers must cooperate in the event of a product recall, customer complaint, or regulatory inquiry, including providing purchase and handling records upon request.
11. Indemnification. Reseller indemnifies Realize against claims arising from Reseller’s (a) unauthorized statements, (b) channel violations, or (c) non-compliant marketing.
12. Policy Updates. Realize may update this Agreement at any time. Continued sale of Products after notice shall be deemed acceptance of the modified terms.
13. Termination. Upon breach of this Agreement, Realize may revoke Reseller’s authorization, refuse to fulfill future orders, prohibit use of Realize IP, and pursue legal remedies.
14. Governing Law & Venue. This Agreement is governed by the laws of the State of Illinois without regard to conflict-of-law principles. The exclusive venue is Lake County, Illinois, USA.
15. Entire Agreement. This document, together with attachments referenced herein, constitutes the entire agreement and supersedes all prior oral or written discussions.