HealthCare Practitioner Account Terms

ALIGHT HEALTH INC

HEALTHCARE PRACTITIONER ACCOUNT TERMS

 

These Healthcare Practitioner Account Terms (“Terms” or “Agreement”) are made effective as of the date You, as a credentialed healthcare provider, create an account with Alight Health Inc. (“Alight”) to purchase Alight Products on a wholesale basis for the purpose of reselling the Alight products to Your patients.  

These Terms, along with Alight’s Privacy Policy and any other policies governing the sale of Alight Products (such as any return policies) collectively form a legally binding agreement between You and Alight, governing Your use of the Alight website and Your purchase and sale of Alight Products.  It is Your responsibility to read these Terms, our Privacy Policy and all other applicable policies carefully. 

1. ACCEPTANCE AND AUTHORIZATION. THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I AGREE” BUTTON BELOW (“EFFECTIVE DATE”). BY CLICKING ON THE “I AGREE” BUTTON BELOW YOU: (A) ACKNOWLEDGE THAT YOU HAVE AUTHORIZATION TO ENTER INTO THIS AGREEMENT ON BEHALF OF ALL INDIVIDUALS AND LEGAL ENTITIES YOU IDENTIFIED WHEN SETTING UP THE ACCOUNT; (B) YOU, AS WELL AS ALL OF THE OTHER INDIVIDUALS AND LEGAL ENTITIES YOU IDENTIFIED WHEN SETTING UP THE ACCOUNT, HAVE ALL READ AND UNDERSTAND ALL THE TERMS OF THIS AGREEMENT; (C) REPRESENT AND WARRANT THAT YOU, AS WELL AS ALL OF THE OTHER INDIVIDUALS AND LEGAL ENTITIES YOU IDENTIFIED WHEN SETTING UP THIS ACCOUNT, ARE THE ACCOUNT HOLDERS, AND (D) YOU, AS WELL AS ALL OF THE OTHER INDIVIDUALS AND LEGAL ENTITIES YOU IDENTIFIED WHEN SETTING UP THIS ACCOUNT, AS ACCOUNT HOLDERS ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE ALL LEGALLY BOUND BY ITS TERMS.

IF YOU, OR ANY OF THE OTHER INDIVIDUALS AND LEGAL ENTITIES YOU IDENTIFIED WHEN SETTING UP THIS ACCOUNT, DO NOT ACCEPT THESE TERMS, DO NOT CLICK THE “I AGREE” BUTTON BELOW AS YOU MAY NOT ESTABLISH A PRACTITIONER ACCOUNT WITH ALIGHT TO PURCHASE PRODUCTS.

2. PURPOSE OF AGREEMENT. Alight offers a range of professional grade nutritional and homeopathic supplements in connection with the ALIGHT^TM brand (“Products”).  You, an individual person, and any legal entity and authorized account users you  identify during the Account set-up process (collectively the “Customer” or “You”) desire to establish a healthcare practitioner account (“Account”) to buy Products on a wholesale basis for the purpose of reselling the Products to your patients. Subject to the terms of this Agreement and during the term of this Agreement, Alight is willing to grant You an Account to buy the Products and resell the Products to your patients.
   
   
3. ACCOUNT REQUIREMENTS.
   
   a. Qualifications. Customer must be, and at all times remain, a licensed and credentialed health care professional (or a legal entity comprised of licensed and credentialed health care professionals) to establish and maintain an Account. Additionally, Customer shall, at its own expense, obtain and maintain all required certifications, credentials, licenses, and permits necessary to conduct business in accordance with the Agreement. Customer shall provide Alight proof of licensure and credentialing of all qualified healthcare professionals before being able to establish an Account and at any other time requested by Alight while this Agreement is in effect. If Customer is a legal entity and not an individual, Customer must provide Alight an updated list, and proof, of all licensed and credentialed healthcare professionals any time Customer’s composition changes. Customer shall immediately notify Alight if the licensure or credentialing of its healthcare professionals or any of the required certifications, credentials, licenses, and permits necessary to conduct business in accordance with the Agreement lapses, terminates or is revoked.
   
   b. Qualifications Determined By Alight. Alight has the sole and absolute discretion to require additional qualifications for Customer to establish and/or maintain an Account. Customer agrees to meet any and all such qualifications. By creating an account, You guarantee that You are 18 years of age or the age of majority in your state of resident. When opening an account, You will need to provide certain user information, including certain personal information. You will also need to create or provide login credentials in order to access and use the Account, including a username, company name, authorized users, emails and/or passwords. By opening an account, You represent and warrant that the information you provide is true and accurate to the best of Your knowledge. You are responsible for maintaining adequate security and control of any and all login credentials and information provided with Your Account. You are also responsible for keeping Your contact information up to date in your Account. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Your Account. You agree to accept responsibility for any and all activities or actions that occur under Your Account and/or password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of Your Account.
   
   c. Authorized Users Only. Only Customer and Customer’s authorized users approved by Alight may access the Account or use the Account to purchase Products (“Authorized Users”). Customer shall not share Account access credentials or permit Account use by any person except for Authorized Users. Customer is responsible for all orders to purchase Products placed through the Account (“Orders”), whether by Authorized Users or others, and for compliance by all such persons with the

4. RESALE RESTRICTIONS. Customer shall not list, offer for sale, sell, distribute, or otherwise make available (collectively, “Sell,” and each instance, a “Sale”) Products to addresses, entities, or individuals outside the United States. Customer may Sell Products only to end users who are under Customer’s care or who access Products through distribution channels or platforms authorized by this Agreement (“End Users”). Customer shall not Sell Products to distributors, resellers, or any person or entity Customer knows or reasonably should know intends to resell Products.

5. ONLINE SALES RESTRICTIONS. Customer shall not, without the prior written consent of Alight, Sell any Products via any website or mobile application except for websites or mobile applications expressly authorized by Alight. Without limiting the foregoing, in no event shall Customer Sell any Products through third-party websites or mobile applications such as Amazon or eBay without first obtaining the express written permission of Alight. Alight may grant, withhold, or condition its consent to online sales by Customer in its sole and absolute discretion.

6. ALIGHT INTELLECTUAL PROPERTY. Customer acknowledges that Alight’s trademarks, service marks, logos, designs, trade dress and trade names, copyrighted material, or other intellectual property (collectively “Alight IP”) are the exclusive property of Alight and that all right, title and interest in the Alight IP and the goodwill associated therewith shall at all times be and remain the exclusive property of Alight. Customer shall not use Alight IP without first obtaining the express written permission from Alight. Customer shall use Alight IP only as expressly authorized by Alight.  Customer may not seek registration or protection for any Alight IP. Customer shall not obtain any right, title or interest by registration, use or otherwise, in or to any of the Alight IP.

7. PRODUCT DISPLAYS. Customer shall comply with any and all of Alight’s policies for how and whether Customer may display Products in Customer’s place of business for End Users to view and purchase.

8. PRODUCT CLAIM RESTRICTIONS. Customer shall not make any false or misleading representations of any kind regarding Products nor make any representations or warranties with respect to Products that are not contained within Alight’s patient or consumer literature describing Products. Customer agrees to adhere with all applicable laws and guidance (including, without limitation, FTC and FDA guidance) on product claims and substantiation. 

9. ADVERSE EVENTS; COMPLAINTS. Customer shall promptly report to Alight any adverse event or complaint about any Product or its use which is brought to Customer’s attention. Customer shall immediately report any serious adverse event to Alight so Alight may comply with all laws, rules and regulations concerning investigation and reporting of serious adverse events. Customer agrees to promptly and fully cooperate and provide reasonable assistance to Alight as may be requested by Alight to investigate and report any adverse event or complaint as may be required by Alight or by any state or federal law, rule or regulation.

10. ORDERING PRODUCTS. The following information is referred to as “Order Transaction Terms”: (i) identification of Products to be purchased, including SKUs and all other Product identifiers; (ii) quantities ordered; (iii) pricing, taxes and discounts; (iv) delivery and shipping details and obligations; and (v) return policy and procedures. Alight will provide or otherwise prompt Customer to specify (as applicable) the Order Transaction Terms when Customer places an Order through its Account. Alight will also fulfill orders for Customer’s patients if Customer prescribes Product and directs its customers to Alight’s ordering website. All Order Transaction Terms are subject to change with each order of Product.  By placing an order for Products and providing payment, Customer expressly acknowledges and agrees to the Order Transaction Terms specific to each particular order of Products. Alight may, in its sole and absolute discretion, accept or reject any order for Products. Alight may accept any order for Products, in whole or in part, by shipping the Products, in whole or in part. Alight may reject or cancel any order for Products, in whole or in part, for any reason in Alight’s sole and absolute discretion and without liability or penalty other than to refund the amount Customer paid for the portion of an order for Products that was rejected or cancelled.

11. TERM AND TERMINATION. This Agreement shall become effective on the Effective Date and shall continue until terminated as provided herein.
    
    a. Termination for Convenience. Alight may immediately terminate this Agreement for any reason or no reason at all and in its sole and absolute discretion by either (i) providing Customer notice of termination or (ii) closing Customer’s Account. Customer may terminate this Agreement by providing Alight with at least ninety (90) days prior written notice.
    
    b. Effect of Termination. Upon termination of this Agreement, Customer will cease all promotion and Sale of Products, will cease all use of the Alight IP and any promotional materials related to the Products, and will return or destroy all Alight Confidential Information pursuant to the terms of this Agreement. All of Customer’s rights and licenses under this Agreement shall terminate. All amounts Customer owes to Alight, if any, shall immediately become due and payable. Alight shall have the right, but not the obligation, and Customer shall permit Alight, to repurchase all Products Customer has on hand within fourteen (14) days after termination, with the cost of shipment paid by Customer. The repurchase price shall be the original price actually paid by Customer after all discounts and coupons for the Products less a twenty (20%) percent restocking fee, provided that Alight shall not pay for any Products Customer received free of charge.

13. ADDITIONAL CUSTOMER OBLIGATIONS. In addition to all other duties and obligations set forth in this Agreement, Customer agrees that it will:
    
    a. Ensure that any protocols, dosage, prescribing and/or usage instructions for Products provided by Customer to End Users, including (without limitation) to combine intake of Products with other Products or other dietary supplements or drug products, are safe and present no health or safety hazard to such End Users;
    
    b. Sell, recommend, promote, prescribe, and/or administer Products in accordance with all applicable laws, rules and regulations, and in accordance with the applicable medical or other healthcare standard of care;
    
    c. At all times comply with all applicable laws, regulations and ordinances;
    
    d. Market, advertise, promote and sell the Products consistent with good and fair business practices, and otherwise promote the Products in an accurate and professional manner and in accordance with Alight’s instructions, documentation and this Agreement;
    
    e. Permit Alight to inspect Customer’s records and inventory of Products during normal business hours and upon reasonable notice prior to such inspection;
    
    f. Be responsible for the payment of any and all sales, use or excise taxes, or any similar charges resulting from or arising out of any Sales of Products under this Agreement;
    
    g. Not engage in any unfair, competitive, infringing, misleading or deceptive practices relating to Alight, the Products or Alight IP;
    
    h. Indemnify and defend Alight, its officers, directors and employees, from any and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, costs, or expenses, including reasonable attorneys’ fees and court costs, including any third-party claims arising from (i) Customer’s or its Authorized Users’ breach of this Agreement; (ii) Customer’s or its Authorized Users’ violation of any applicable laws, rules or regulations; or (iii) Customer’s or its Authorized Users’ marketing, advertising, promotion or sale of any Products, except to the extent arising out of the use or consumption of any Product in accordance with labeled instructions; and reimburse Alight for all of its costs and fees (including attorneys’ fees) in the event Alight successfully enforces its rights under this Agreement following Customer’s breach of this Agreement.               

14. SECURITY. Alight acknowledges that certain Customer data submitted through the Customer Account may include personally identifiable information of individuals. Alight will use commercially reasonable security safeguards, procedures, policies, and technologies to protect such data.  However, Customer expressly acknowledges and agrees that no security safeguards can be 100% effective and that Alight makes no representations, warranties or guarantees regarding security.

15. FORCE MAJEURE. Any delay or failure of Alight to perform its obligations under the Agreement will be excused to the extent that the delay or failure was caused by an event beyond Alight’s control, without Alight’s fault or negligence, and that by its nature could not have been foreseen or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, acts of terrorism, civil unrest, epidemics or pandemics, strikes, labor stoppages or slowdowns or other industrial disturbances, and shortage of adequate power, internet connectivity, or transportation facilities).

16. INDEPENDENT ENTITIES. Customer and Alight are independent entities engaging in a business transaction.  Nothing in this Agreement shall be construed to designate Customer as an agent, joint venturer or employee of Alight.

17. Customer acknowledges and agrees that, as a result of entering into and performing under this Agreement, Customer may have access to certain Confidential Information of Alight.
    
    a. Confidential Information Defined. “Confidential Information” shall mean: (i) information Alight deems confidential, proprietary, or would be reasonably considered confidential; and (ii) information defined as nonpublic personal information, personal identifying information, sensitive information, or other information given legal protection under applicable Law. Confidential Information shall also include, but is not limited to, non-public information that, if disclosed in violation of the terms of this Agreement, could have a material adverse impact to Alight’s business or operations.
    
    b. Exclusions. Confidential Information shall not include information that Customer can demonstrate: (a) is already known by Customer at the time of disclosure, unless Customer became aware of the Confidential Information as a result of the Confidential Information becoming available through unlawful or fraudulent means, (b) becomes publicly known through no act or fault of Customer, unless the manner in which the information becomes public was the result of an unlawful or fraudulent act, (c) is received by Customer from a third Party without a restriction on disclosure or use, or (d) is independently developed by Customer without reference to the Confidential Information of the Disclosing Party, as evidenced by Customer’s records created in the ordinary course of business.
    
    c.  Restrictions. During the term of this Agreement, Customer shall: (a) not knowingly retain, collect, use, sell, share, or otherwise communicate orally, in writing, or by electronic or other means Alight’s Confidential Information except as necessary to perform Customer’s obligations under this Agreement; (b) restrict disclosure of Alight’s Confidential Information to its employees with a need to know the Confidential Information to enable Customer to perform its obligations under this Agreement; and (c) not disclose Alight’s Confidential Information to any third party (including, but not limited to, any third party consultant, contractor, or agent) unless such third party has been apprised of this restriction, and who are themselves bound by nondisclosure obligations at least as restrictive as those set forth herein.
    
    d. Destruction of Confidential Information. Upon termination of this Agreement, Customer shall delete and destroy all Confidential Information and all copies of the same. Upon request of Alight, Customer shall certify by an officer of the Customer that all Confidential Information has been destroyed as required by this Section.
    
    e. Required Disclosure. Notwithstanding the requirements of this Confidentiality Section, if Customer is required to disclose Confidential Information under applicable Law, in a judicial or other governmental investigation or proceeding, Customer shall first provide Alight with written notice of the requirement so that Alight can seek a protective order or other relief.
    
    f. Injunctive Remedies. Customer acknowledges that remedies at law may be inadequate to protect Alight against any actual or threatened breach of the confidentiality provisions of this Agreement and, without prejudice to any other rights and remedies otherwise available to Alight, Customer agrees to a court’s granting of specific performance and injunctive or other equitable relief in favor of Alight without proof of actual damages in the event of an actual or threatened breach.  Such remedy shall not be deemed to be the exclusive remedy for a breach of the provisions of this Section, but shall be in addition to all other remedies available at law or in equity.

18. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALIGHT DISCLAIMS ALL WARRANTIES REGARDING THE PRODUCTS, INCLUDING (WITHOUT LIMITATION) ALL EXPRESS AND IMPLIED WARRANTIES, SUCH AS WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL ALIGHT BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) COST OF REPLACEMENT PRODUCTS, IN EACH CASE REGARDLESS OF WHETHER ALIGHT WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.

19. ASSIGNMENT. Customer may not assign its rights or obligations under this Agreement without Alight’s prior written consent.

20. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of Wisconsin without giving effect to any choice or conflicts of law provisions thereof.  Any legal proceedings which arise under this Agreement shall be brought in the state or federal courts in Dane County, Madison, Wisconsin. Customer hereby waive any claims or defenses of lack of personal jurisdiction in such courts, and submit to such jurisdiction by executing this Agreement.

21. ENTIRE AGREEMENT/AMENDMENT/WAIVER. This Agreement constitutes the entire agreement between Alight and Customer with respect to the subject matter hereof and supersedes all prior statements or agreements, both written and oral. Alight shall have the right, in its sole and absolute discretion, to modify this Agreement from time to time, and the modified terms shall become effective on notice to and acceptance by Customer. Customer is deemed to have accepted the modified terms if Customer does not provide notice of termination of the Agreement within 5 calendar days after Alight provides notice of the modified terms to Customer. Failure by Alight to enforce any of the terms and conditions of this Agreement shall not constitute or be deemed to be a waiver of such terms or conditions, or of the right thereafter to enforce the Agreement.

22. SEVERABILITY. If any court of competent jurisdiction finds any provision of this Agreement to be unenforceable or invalid, then such provisions shall be ineffective to the extent of the court’s finding without affecting the enforceability or validity of the remaining provisions of this Agreement.

23. SURVIVAL. The terms of any sections, which by their nature are intended to extend beyond termination, shall survive termination of this Agreement for any reason.  Sections that shall survive include Sections 6, 8, 9, 11(b), 12(c), 12(e)-(h), 13, 14, 16-24.

24. NOTICES. Notices to Customer hereunder will be effective only if in writing and delivered personally, by email or by overnight mail carrier, or three (3) days after deposit in the U.S. mail, first-class postage prepaid to any of the contact information Customer provided when setting up its Account.  Notices to Alight hereunder will be effective only if in writing and delivered by email: contact@alighthealthformulas.com