Theramu Authorized Reseller Agreement

Reseller Program Requirements

As a participant in the Theramu Authorized Reseller Program you represent Theramu, our products and company brand. Because of the value we place on our name, we require the following:

• Find and sell to customers – There are no required minimums but the more customers you reach, the more revenue you receive.

• You must be in the wellness industry – Your primary business must be as a provider of products and/or services for the wellness industry, e.g. physicians, massage therapists, nutritionists, natural wellness retailers, CBD-only product retailers, wellness professional suppliers, etc. Theramu products are expressly not to be sold through dispensaries, vape shops, or any other outlets not focused on wellness or naturopathic medicine.

• Marketing materials require pre-authorization All marketing materials that mention Theramu products or brands must use pre-authorized copy and graphics, or must be submitted to Theramu for authorization via email at info@theramu.com. This includes any print, website or online marketing content.

See also “Minimum Advertised Pricing” section below.

• Complying with Theramu’s brand guidelines–Theramu products cannot be represented in a negative, misleading or deceptive manner. Our products must be presented in a clean, professional environment that reflects our brand’s commitment to providing the best, doctor-recommended products to our customers.

• Email marketing best practices–You must comply with the US government CANSPAM Act-Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 at all times. Please review the Federal Trade Commission’s website for complete understanding and compliance with this law at www.ftc.gov.

• Any sales, marketing, administrative or other expenses incurred in connection with participation in the Reseller Program are your sole responsibility.

• Complying with copyright use – As an Authorized Reseller, you are granted temporary permission by Theramu to use its registered trademark, product names, logos and images, for the express purpose of marketing and selling Theramu products. You will not remove any copyright or other proprietary notices incorporated on or in Theramu products, logos, or content.

• Using the Theramu brand – Rebranding of Theramu products is not allowed under the Authorized Reseller Program. Examples of rebranding include, but are not limited to affxing stickers, labels or covering or changing Theramu’s name/logo in any way.

• Program compliance is enforced–Theramu reserves the right to periodically review reseller marketing activities and reassess a reseller’s program eligibility.

Theramu MAP Policy (Minimum Advertised Pricing)

In recognition of the investment in time and resources required for our high-quality wellness professional network to provide the level of customer service and product knowledge expected from our customers, Theramu is committed to enforcing policies which allow our resellers to maintain high profit margins through the sale of our products. Theramu has an established Minimum Advertised Price (MAP) Policy that an Authorized Reseller must follow for the advertising and marketing of Theramu products when sold online. All Theramu Authorized Resellers must agree to the terms and conditions of the following MAP Policy. In store/in office pricing is not subject to these terms.

Theramu’s Pricing Glossary

• MSRP (manufacturers suggested retail price) – refers to the pricing that is reflected on www.theramu.com

• WPSRP (wellness professional suggested retail price) – refers to the pricing that our wellness professionals offer in office or in shop

• Wholesale Pricing – the product prices that are only available to our wellness professionals

• Distributor Pricing – product pricing that is only available to our distributors who resell to wholesale wellness professionals

Theramu’s MAP Policy Guidelines

The current MAP pricing for all Theramu products online can always be found at www.theramu.com. All online advertised prices must be at or above MAP for all Theramu products. In-office or in-store pricing is not subject to the same guidelines and we recommend prices below MAP for your in-office sales to ensure that your patients and customers are able to source Theramu products directly through you that are less expensive than the MSRP listed at www.theramu.com.

Resellers are also responsible for ensuring their Theramu pricing is at or above MAP on internet search engines. Resellers are free to set the actual resale price of any product, as long as it is at or above MAP price given the most recent publication of the price list. Theramu’s MAP policy for all products applies to advertising placements, including but not limited to: print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, internet placement with third parties (banner ads, broadcast emails, destination pages, third-party sites), internet placements on resellers own website, and any flyers, posters or coupons.

Online Marketplace Policy

Theramu resellers shall not promote, market, advertise, off to sell or sell any product on or through any online marketplace or auction service (e.g. Ebay, Amazon, Jet, or like websites), except as may be expressly consented to by Theramu in writing and in advance.

Failure to Comply with the MAP Policy

At the sole discretion of Theramu failure to comply with MAP, intentional and/or repeated failure to abide, may result in the immediate loss of Authorized Reseller status and your ability to purchase all Theramu products both direct as well as through distribution.

Theramu will utilize the following steps to resolve MAP violations:

1. Any and all dealers selling Theramu products which have not signed a Theramu MAP Policy agreement are classified as Unauthorized Resellers.

2. Unauthorized dealers should not be sold to or provided a feed from any distributor whatsoever.

3. Violations from Authorized Resellers will need to be corrected within 24 hours of notification.

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