L-NUTRA HEALTH PROVIDER PROGRAM
TERMS AND CONDITIONS OF PARTICIPATION
L-Nutra is proud to offer you (“Health Provider”) and your patients, clients, or customers, as applicable, (“Patients”) ProLon®. These Terms and Conditions of Participation (the “Terms”) set forth below govern your participation in the L-Nutra Health Provider Program (“Program”). By participating in the Program, you signify that you have read, understood, and agree to be bound by these Terms for each and every purchase of ProLon® that you make or authorize for any Patient.
- Use of ProLon® Responsibilities
(a) Use of the ProLon® Product. Health Provider understands that ProLon® is marketed as a conventional food and not approved by the U.S. Food and Drug Administration for the treatment, cure, prevention, or diagnosis of any disease or condition. Health Provider acknowledges and agrees that ProLon® should not be relied upon to treat, cure, prevent, or diagnose any disease or medical condition, and that Patients should not be advised that it may be so relied upon. Health Provider also acknowledges and agrees that it is his/her sole responsibility, prior to the sale or recommendation of ProLon® to any Patient, and prior to authorizing ProLon® to be furnished to any Patient by an outside supplier (including, but not limited to, L-Nutra), to provide medical clearance that the Patient’s use of ProLon® is appropriate in light of the Patient’s individual health profile and the nature of ProLon® as a low-calorie diet or, alternatively, confirm that the Patient has obtained such medical clearance from a licensed healthcare practitioner.
(b) Disclosure to Patients (Licensed Healthcare Practitioners Only). If Health Provider is a licensed healthcare practitioner, Health Provider acknowledges receipt of, and confirms that he/she has reviewed the contents of, the ProLon® Health Care Professional Full Product Information Packet. Health Provider agrees to advise each Patient of the information contained in the ProLon® Health Care Professional Full Product Information Packet, including, but not limited to, the precautions and potential side effects of a low-calorie diet listed therein. Health Provider also acknowledges and agrees that it is his/her sole duty, and not that of L-Nutra, to provide the Patient with all necessary information regarding use of ProLon®.
(c) ProLon® Self-Assessment Administration (Health Providers Other Than Licensed Healthcare Practitioners). If Health Provider is not a licensed healthcare practitioner, prior to reselling ProLon® to a Patient, regardless if it is the Patient’s first time purchasing ProLon®, Health Provider agrees: (i) it will require the Patient to complete the disclaimer and ProLon® Release at: https://prolonprofessional.com/hcr-disclaimer; and (ii) it will only sell ProLon® to Patients who do not have any conditions presented in the disclaimer as preclusions to using ProLon® and have indicated this by checking off and completing the disclaimer and ProLon® Release without being recommended to work with a licensed healthcare practitioner based on having any past or present medical condition(s).
(c) Medical Supervision. Health Provider acknowledges and agrees that that it is his/her sole responsibility to perform a full and thorough medical evaluation of the Patient or obtain confirmation that a licensed healthcare practitioner has performed such evaluation, prior to the recommendation or authorization for sale of ProLon® to the Patient. Should a Patient have any known medical condition, Health Provider will authorize use of ProLon® only if medically appropriate and only if under the supervision of a licensed healthcare practitioner. Health Provider also acknowledges and agrees that L-Nutra is neither qualified nor has a duty to supervise a Patient’s use of ProLon® or independently confirm whether any Patient has been advised to have, or has actually received, a physical examination or medical clearance prior to the sale of ProLon® to the Patient by Health Provider. Health Provider understands that a licensed healthcare practitioner is the only person qualified to determine whether the use of ProLon® is medically appropriate for any given Patient, and as such Health Provider has the sole and ultimate duty and responsibility to either make this determination or obtain confirmation that a licensed healthcare practitioner has made this determination.
- Professional Responsibilities
(a) Licenses (Licensed Healthcare Practitioners Only). Where Health Provider is a licensed healthcare practitioner, Health Provider represents and warrants to L-Nutra that he/she is a healthcare professional who maintains in good standing all professional licenses, certifications, registrations, or approvals as may be required to practice his/her professional in the state(s) where he/she intends to offer ProLon® to Patients. While participating in the Program, Health Provider shall maintain in good standing all licenses, certifications, registrations, and approvals necessary to conduct his/her practice and provide health care services, including the providing of ProLon®. L-Nutra will not be responsible for the review, or confirmation of the existence, of such licenses, certifications, registrations or approvals.
(b) Compliance with Laws. Health Provider shall conduct his/her practice or business, as applicable, in accordance with any and all applicable laws, rules, guidelines and requirements of governmental, accrediting, reimbursement, payment, documentation, and other agencies having jurisdiction over the operation of the practice or the business, including the provision of ProLon® to Patients. Neither Health Provider nor its employees, contractors, or agents have engaged in any, nor shall they engage for the duration of their participation in the Program, conduct that violates any applicable laws or regulations, including, but not limited to, the unauthorized or medically inappropriate providing of ProLon® to Patients.
(d) Provider Search (Licensed Healthcare Practitioners Only). Patients will be able to find a licensed healthcare practitioner that participates in the Program by using the “Find a Provider” feature in the Online Marketplace. All Health Providers that are licensed healthcare practitioners agree to be locatable through this search feature. Health Provider shall be responsible for providing L-Nutra with the current practice name and contact information to be displayed in the search results and for updating such information as necessary.
(a) Health Provider agrees to indemnify, defend, and hold harmless L-Nutra and its directors, officers, employees, agents, and affiliates from and against any and all actions, proceedings, claims, lawsuits, disputes, costs and expenses (including attorneys’ fees and costs), judgments, investigations, damages, fines, losses, settlements, and liability whatsoever, whether or not involving a third party claim, which arise out of or relate to the failure, or alleged failure, of Health Provider or its directors, officers, employees, agents, or affiliates to comply with its obligations under these Terms.
(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY LAW, L-NUTRA SHALL NOT BE RESPONSIBLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST GOODWILL, LOST PROFITS, LOST BUSINESS OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY) OR OTHER LEGAL THEORY, AS A RESULT OF A BREACH OF ANY TERM OF THESE TERMS, AND REGARDLESS OF WHETHER L-NUTRA WAS ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
- Term and Termination
(a) These Terms shall commence on the date of execution or acceptance, as applicable, and shall be in effect for a period of one (1) year, unless sooner terminated in accordance with paragraph (b) herein. Thereafter, these Terms shall automatically renew for successive one (1) year terms, unless sooner terminated in accordance with paragraph (b) herein.
(b) These Terms may be terminated at any time and without penalty upon the mutually written consent of the parties. L-Nutra may terminate these Terms at any time and without penalty upon the provision of notice to Health Provider via certified mail.
- Additional Terms
(a) Choice of Law & Venue. These Terms shall be construed in accordance with and governed by the internal laws of the State of California, except choice of law rules that would require the application of the laws of any other jurisdiction. The parties agree that the County of Los Angeles, California shall be the only proper venue for disputes related to these Terms.
(b) Waiver, Modification and Amendment. No provision of these Terms may be waived unless in writing signed by all parties hereto. Waiver of any one provision shall not be deemed to be a waiver of any other provision hereof. These Terms may not be altered, amended or otherwise changed or modified, except in writing signed by both parties.
(c) Severability. If any part of these Terms is void or otherwise invalid and hence, unenforceable, such invalid or void portion shall be deemed to be separate and severable from the balance of these Terms, which shall be given full force and effect as though the void or invalid provision had never been a part of these Terms.
(d) Prices and Payment. Appropriate shipping, handling, and tax will be added to the final invoice price for each order. Applicable sales tax will be invoiced unless Health Provider supplies a valid tax-exempt certificate prior to delivery. Payments that are delinquent by more than 30 days shall accrue interest at the rate of 1.5% per month on the balance due or, if less, the maximum rate permitted by law. L-Nutra reserves the right to change product prices and discontinue promotions without prior notice.
(e) Delivery and Claims. Upon L-Nutra’s tender of the product to a common carrier, title and risk of loss shall pass to Health Provider, and delivery shall be deemed completed. In the event of loss or damage in transit, Health Provider’s payment obligations will not be affected. Quoted delivery dates are estimates only. At times, L-Nutra may ship partial orders as needed.
(f) Returns. Orders may not be cancelled after shipment. L-Nutra does not accept commercial product returns and requests to return expired product will not be approved. Any exceptions by L-Nutra for returned product must have L-Nutra’s prior written consent (which consent may be withheld in its sole discretion). No acts on the part of L-Nutra, including but not limited to, L-Nutra’s receipt of returned products from Health Provider, shall constitute L-Nutra’s approval and acceptance of the returned products or cancelled order, unless L-Nutra has provided its prior written consent to Health Provider.
(g) Use, Re-Sale of Products. ProLon® and other L-Nutra products sold to Health Providers are intended for Health Providers to sell to Patients. L-Nutra prohibits the broad marketing and sale of ProLon® and its other products by Health Providers to the general public and prohibits sales online (e.g. eBay, craigslist, Google shopping, etc.), except e-commerce sites controlled by Health Provider and dedicated to Health Provider’s Patients.