BAZE LABS AFFILIATE TERMS AND CONDITIONS

(Effective September 18, 2018)


To protect and promote our brand and reputation for providing high-quality nutritional supplements through personalized blood testing, Baze Labs Inc. (“Baze”) has established these Baze Affiliate Terms and Conditions (the “Terms”), effective immediately, which apply to all healthcare professional customers and affiliates, globally. By distributing or facilitating the distribution of Baze products (the “Products”) to your followers, patients, or clients, you (hereinafter “Affiliate,” “you,” “your”) agree to adhere to the terms and conditions herein. Please read these Terms carefully.

  • 1. Unless separately authorized in writing by Baze, by establishing an Account and distributing or recommending the Products, you represent and warrant that you:
    • a) are a physician or other licensed medical professional, certified by, and in good standing with, your relevant professional and regulatory authority; are purchasing or recommending our Products solely to your patients and clients at your place of business as designated by you in your registration; will sell or distribute our Products solely to individuals that you believe are purchasing our Products for their personal use; OR
    • b) are an individual that is intending to recommend Baze Products to his or her audience, including, but not limited to, followers on social media, video channels, blog subscribers or readers, attendees at speaking engagements.
  • 2. Payment and Returns. If Affiliate chooses to pre-purchase Baze products for resale to their customers/followers, they shall pay for all orders of Products via a prepaid check or credit card. Account terms are not permitted. Product returns and/or credits will not be granted.
  • 3. Manner of Sale. Affiliate shall sell or recommend the Products only as set forth herein. Violation of these Terms is strictly prohibited and may result in Baze’s immediate termination of a Affiliate’s Account, in addition to other remedies. Furthermore, products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain promotions, services, and benefits, including, wherever permitted by law, coverage under any Product guarantees.
      Affiliate shall sell or recommend Products solely to end users of the Products. Affiliate shall not sell or recommend to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.
      If selling a physical Baze Product (as opposed to recommending it digitally), Affiliate shall require the customer to sign an IRB term sheet (physical or digital copy), if applicable (See Paragraph 12).
      Affiliate shall not sell or transfer any of the Products to any person or entity for re-sale. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers or affiliates, or any other person or entity an Affiliate knows or has reason to know intends to re-sell the Products.
      Affiliate shall not offer Products for sale or fulfill sales of Products through any website without the prior written consent of Baze. No Baze employee or agent may authorize online sales through oral statements, other written agreement, or by any other means. Selling on third-party marketplace sites, including eBay, Walmart Marketplace, Sears Marketplace, and Jet, or through drop-ship accounts (e.g. Rakuten, Newegg, Overstock), classified sites (e.g. Craigslist, Facebook Marketplace), is strictly prohibited. Any Affiliate that violates this exclusive agreement is subject to immediate and permanent suspension of purchasing and distribution privileges.
  • 4. Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Affiliate must communicate all safety information to consumers and cooperate with Baze with respect to any Product recall.
  • 5. Consumer Confusion. Affiliate is prohibited from advertising, marketing, displaying, or demonstrating non-Baze products together with the Products in a manner that would create the impression that the non-Baze products are made by, endorsed by, or associated with Baze.
  • 6. Compliance with Applicable Laws. Affiliate must comply with all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. This requirement includes any and all consumer safety- or consumer protection-related laws, including, but not limited to California Proposition 65.
  • 7. Limited License to Use Baze Intellectual Property. Affiliate is granted a limited, non-exclusive, non-transferable, revocable license to use the Baze brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property related to the Products (the “Baze Trademarks”) solely for purposes of marketing, recommending, and/or selling the Products. This license will cease upon termination of Affiliate’s Account. Baze reserves the right to review and approve, in its sole discretion, Affiliate’s use or intended use of the Baze Trademarks at any time, without limitation. All goodwill arising from Affiliate’s use of Baze Trademarks shall inure solely to the benefit of Baze.
  • 8. Termination. If Affiliate violates any of these Terms, Baze reserves the right to terminate the Affiliate’s Account in addition to all other available remedies. Upon account termination, Affiliate shall immediately cease distributing the Products, representing itself as an authorized reseller of Baze Products or an affiliate of Baze, and all use of anything that may give the impression that Affiliate is an authorized reseller or affiliate of Baze Products or has any affiliation whatsoever with Baze.
  • 9. Availability of Injunctive Relief: If there is a breach or threatened breach of the Terms, it is agreed and understood that Baze shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Terms. No failure, refusal, neglect, waiver, delay, forbearance, or omission by Baze to exercise any right(s) herein or to insist upon full compliance by Affiliate with Affiliate’s obligations herein shall constitute a waiver of any provision or otherwise limit Baze’s right to fully enforce any or all provisions and parts thereof.
  • 10. Indemnification. Except as otherwise provided herein, each party shall, and hereby does, indemnify, defend, save and hold harmless, the other party, and its directors, officers, employees, shareholders, partners, counsel, auditors, accountants, agents, advisors and all other representatives and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (a) any breach of, or failure to perform, any term, covenant or condition in the Terms by the indemnifying party, or (b) the negligence or willful misconduct of the indemnifying party or its officers, employees, agents or contractors.
  • 11. WARRANTY DISCLAIMER. BAZE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. BAZE SHALL NOT BE LIABLE TO RESELLER OF AFFILIATE UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
  • 12. MEDICAL DISCLAIMER. THE BAZE PRODUCTS AND ASSOCIATED SERVICES DO NOT PROVIDE DIAGNOSIS OR TREATMENT OF MEDICAL CONDITIONS. ALTHOUGH EVERY EFFORT IS MADE TO ASSURE THAT INFORMATION ON THE BAZE WEBSITE AND APPLICATION AND OTHERWISE ACCESSED THROUGH THE SERVICES IS ACCURATE AND CURRENT, KNOWLEDGE IN THESE FIELDS IS GROWING RAPIDLY AND ALL DATA IS SUBJECT TO CHANGE WITHOUT NOTICE. CUSTOMERS SHOULD CONSULT WITH THEIR HEALTH CARE PROFESSIONAL FOR SPECIFIC ADVICE RELATING TO MEDICAL QUESTIONS OR CONDITIONS. NONE OF THE INFORMATION, STATEMENTS AND/OR LINKS CONTAINED ON THE WEBSITE OR APPLICATION ARE INTENDED TO REPLACE THE ATTENTION OR MEDICAL INSTRUCTIONS FROM A HEALTH CARE PROFESSIONAL. ONLY A PRACTITIONER CAN COMPLETELY AND APPROPRIATELY ASSESS YOUR SITUATION AND MAKE CONCLUSIVE DECISIONS REGARDING CUSTOMER CARE. NOTHING ON THE WEBSITE OR APPLICATION IS MEANT TO IMPLY A PERSON SHOULD TAKE ACTIONS TOWARD MEDICAL TREATMENT WITHOUT THE CONSENT AND/OR SUPERVISION OF A DOCTOR OR SPECIALIST. IT SHOULD NOT BE USED IN PLACE OF A VISIT, CALL, CONSULTATION OR THE ADVICE OF A USER'S PERSONAL PHYSICIAN. SHOULD A CUSTOMER HAVE ANY HEALTH CARE RELATED QUESTIONS OR CONCERNS, THEY SHOULD CALL OR SEE THEIR PHYSICIAN WITHOUT DELAY. CUSTOMERS SHOULD ALWAYS CONSULT WITH THEIR PHYSICIAN OR QUALIFIED HEALTH CARE PROVIDER BEFORE ALTERING CURRENT CARE OR EMBARKING ON A NEW TREATMENT, DRUG OR DIET. CUSTOMERS SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY SEEKING IT BECAUSE OF SOMETHING THEY HAVE READ ON THE WEBSITE OR APPLICATION. THE INFORMATION ON THE WEBSITE IS OBTAINED THROUGH MANY DIFFERENT SOURCES AND THE ACCURACY SHOULD BE CONFIRMED PRIOR TO USE.
  • 13. Research Study; Participation May Be Required. If distributing a physical version of Baze Products you will ask a customer to sign an Institutional Review Board (“ IRB”) approved consent further outlining an IRB-approved study (“ Research Study”). Participation in the Research Study may be required to purchase a Baze Product. If the customer is unwilling to join the Research Study, or if they do not meet the Research Study’s inclusion criteria, they will be ineligible for purchasing the Product(s) in this case. They will not be able to participate in the Research Study if they meet one of the following exclusion criteria: under age 18; over age 75; vulnerable populations (children, prisoners, pregnant or nursing women, participants with diminished decision making capacity, illiterate populations, educationally disadvantaged populations); participants presenting edema, abnormal skin integrity, or atypical skin health within the areas to be tested as assessed [i.e., eczema, psoriasis, severe sunburn, poison ivy]; any known allergy to stainless steel.
  • 14. Miscellaneous. The Terms and any dispute arising under the Terms shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice of law rules. In the event of a dispute over the terms or performance of the Terms, Affiliate expressly submits to personal jurisdiction and venue in the federal or state courts in Middlesex County, Massachusetts. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.
  • 15. Modification. Baze reserves the right to update, amend, or modify the Terms at any time and without notice. Unless otherwise provided, such amendments will take effect immediately and Affiliate’s continued use, advertising, offering for sale, or sale of the Products, use of the Baze Trademarks, or use of any other information or materials provided by Baze to Affiliate will be deemed Affiliate’s acceptance of the amended Terms.

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