Following is the same agreement completed during the application process so you can review as desired.


AUTHORIZED RESELLER AGREEMENT

This PN Medical, Inc. Authorized Reseller Agreement (the “Agreement”) is hereby entered into by and between PN Medical, Inc. (“PN Medical”) and Seller (“Seller” or “you”) (collectively, the “Parties” and individually, a “Party”).  The “Effective Date” of this Agreement is the date this Agreement is accepted by PN Medical after being agreed to by you.

1. Modification of the Terms.

By entering into this Agreement, Seller affirms its agreement to adhere to the terms in the currently effective PN Medical, Inc. Authorized Reseller Policy, or the PN Medical, Inc. Authorized Distributor Policy, as applicable to Seller (the “Terms”). This Agreement supplements, amends, and is deemed incorporated into the Terms.  Except as supplemented or amended pursuant to the terms and conditions in this Agreement, the Terms remain unchanged and in full force and effect as written. Unless otherwise defined herein, capitalized terms shall have the same meanings ascribed to them in the Terms.

2. Relationships.

(a) Seller is an independent contractor engaged in purchasing PN Medical products for resale to its customers. Seller is not an agent or legal representative of PN Medical for any purpose, and has no authority to act for, bind or commit PN Medical.

(b) Seller has no authority to make any commitment on behalf of PN Medical with respect to quantities, delivery, modifications, interfacing capability, suitability of product or suitability in specific applications. Seller has no authority to modify the warranty offered with PN Medical products. Seller will indemnify PN Medical from liability for any modified warranty or other commitment by Seller not specifically authorized by PN Medical.

(c) Seller will not represent itself in any way that implies Seller is an agent or branch of PN Medical. Seller will immediately change or discontinue any representation or business practice found to be misleading or deceptive by PN Medical immediately upon notice from PN Medical.  PN Medical’s determination in such matters shall be final and not subject to appeal by Seller.

3. Promotions.

Seller is expected and encouraged to advertise and promote the sales of PN Medical products through all appropriate media including trade show exhibits, catalogs and direct mailings, space advertising, educational meetings, sales aids, etc. PN Medical must approve all original materials that use PN Medical name or trademarks (aside from Seller modifying existing PN Medical supplied template materials provided to Seller for completion). PN Medical will assist Seller in advertising and promoting PN Medical products in accordance with PN Medical policy.

4. Authorization of Online Sales.

Other than websites that may be defined in the Terms as “Permissible Public Websites,” as delineated on the Authorized Reseller Application, the Terms of this Agreement prohibits the sale of Products on any publicly accessible website, online marketplace, mobile application, or other online forum without PN Medical’s prior written consent.  Pricing on any public website must adhere to the PN Medical MAP policy.

5. Use of PN Medical Trademarks.

Reseller acknowledges the following:

(a)  PN Medical owns all right, title and interest in the PN Medical names and logotypes.

(b) PN Medical is the owner of certain other trademarks and tradenames used in connection with certain product lines and software.

(c) Reseller will acquire no interest in any intellectual property, or any such trademarks or trade names by virtue of this Agreement, its activities under this Agreement, or any relationship with PN Medical.

(d) During the term of this Agreement, Reseller may indicate to the trade and to the public that it is an Authorized Reseller of the PN Medical products. Reseller may also use the PN Medical trademarks and trade names to promote and solicit sales or licensing of PN Medical products if done so in strict accordance with PN Medical guidelines. Reseller will not adopt or use such trademarks or trade names, or any confusingly word or symbol, as part of its company name or allow such marks or names to be used by others.

(e) At the expiration or termination of this Agreement, Reseller shall immediately discontinue any use of the PN Medical and PN Medical names or trademarks or any other combination of words, designs, trademarks or trade names that would indicate that it is or was a reseller of the PN Medical products.

6. Term, Limitations, Termination.

The term of this Agreement is twelve (12) months from the date of acceptance by PN Medical. This Agreement shall automatically renew on each subsequent year for a one-year term, unless it is terminated earlier in accordance with this Agreement.

(a)  PN Medical or Seller may terminate this Agreement without cause at any time upon thirty (30) days written notice or with cause at any time upon five (5) days written notice, except that neither the expiration nor earlier termination of this Agreement shall release either party from any obligation which has accrued as of the date of termination.

(b)   PN Medical may, from time to time, give Reseller written notice of amendments to this Agreement. Any such amendment will automatically become a part of this Agreement thirty (30) days from the date of the notice, unless otherwise specified in the notice.

(c) Upon expiration, non-renewal or termination of this Agreement, all interests in accrued marketing funds (if any) will automatically lapse–it does not affect any existing outstanding amounts due.

7. Compliance with Laws.

Seller agrees to comply with all laws and regulations that are applicable to the business that Seller transacts. Seller agrees to indemnify and hold PN Medical harmless for all liability or damages caused by Sellers failure to comply with the terms of this provision.

8. Miscellaneous.

Modification. PN Medical reserves the right to update, amend or modify this Agreement upon written notice to Seller.  Unless otherwise provided, such amendments will take effect immediately and Seller’s continued use, advertising, offering for sale, or sale of the Products on the Authorized Websites following notice of the amendments will be deemed Seller’s acceptance of the amendments.

Waiver. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing.

Severability. If any provision of this Agreement is held contrary to law, the remaining provisions shall remain valid.

Assignment. This Agreement may not be assigned or transferred by Seller without the prior, written consent of PN Medical.  PN Medical is entitled to assign this Agreement, in whole or in part, without Seller’s consent to any PN Medical-affiliated company or to any entity to which PN Medical sells, transfers, conveys, assigns, or leases all or substantially all of its rights and assets with respect to the development, production, marketing, or sale of the Products.  This Agreement is intended for the benefit of the Parties and their permitted assigns, and no other person will be entitled to rely upon this Agreement or be entitled to any benefits under this Agreement.

Other Terms.

(a) Entire Agreement.  This Agreement, the Terms and their attachments, if any, constitute the entire agreement between the Parties regarding the contemplated transactions and supersedes all prior agreements and understandings between the Parties relating to the sale of the Products online.

(b) Governing Law and Dispute Resolution.  The terms of this Agreement and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules.  In the event of a dispute over the terms or performance under this Agreement, the Parties expressly submit to personal jurisdiction and venue in the federal or state courts of record in Orange County, Florida.  In the event of a breach or threatened breach of this Agreement by Seller, Seller is responsible for PN Medical’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.

(c) Confidentiality.  This Agreement, and its attachments, if any, constitute confidential, proprietary information of PN Medical and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of PN Medical.

(d) Waiver of Jury Trial.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF.  THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

(e) Limitation of Liability.  Neither party shall be liable to the other for any incidental, consequential, indirect or punitive damages arising from or out of this Agreement for any reason.