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Sales Agreement for Doctors

11/19/2018

The Menopause Method, LLC of 1421 Blvd of the Arts, Sarasota, FL 34236

(the “Seller”)

OF THE FIRST PART

(THE “BUYER”)

OF THE SECOND PART

IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement the parties to this Agreement agree as follows:

  1. SALE OF GOODS AND SERVICES. The Seller will provide to the Buyer the following goods and services (“Goods”) within a one month period beginning on the date of this Agreement:
    • Lifetime membership in The Menopause MethodTM community (login and credentials) including:
      1. 10 hours of video Powerpoint training
      2. Addition to the ‘find-a-doc’ referral listings
      3. Automated medical and hormone questionnaire forms
      4. Patient dose-determination tools.
      5. Treatment program outline and details
      6. Access to preferred vendor listings
    • Startup dosing cards
    • Access to secure portal and medical questionnaires
  2. PURCHASE PRICE. The Buyer will pay for the Goods and Services with the recurring sum of five hundred dollars ($500.00) USD annually OR the recurring sum of forty-nine dollars ($49.00) monthly, beginning on the 366th day of use. Funds will be paid via check by mail or credit card using the Menopause Method website. Buyer may cancel membership at any time.
  3. TERM. The term of this Agreement is 1 year from the date of purchase. The Buyer may terminate this agreement at any time by giving notice in writing. At such time, the Buyer agrees to cease the use of any materials, methods, approaches, processes and/or ideas contained in the purchased Goods. The Seller may also terminate this Agreement in writing at any time according to its discretion.
  4. WARRANTIES. THE GOODS ARE SOLD ‘AS IS’ AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods.
  5. REFUND. The Seller may request a refund of the entire purchase price at any time. At such time, the Seller agrees to return all purchased Goods to the Buyer at the address first appearing above. In addition, the Buyer agrees to cease the use of any materials, methods, approaches, processes and/or ideas contained in the purchased Goods.
  6. CONFIDENTIALITY. The Buyer, understanding that the contents of the Goods include a substantial amount of proprietary and confidential information, including but not limited to the methods and processes of menopause treatment and the compositions of the organic base and hormone suspensions (collectively the “Confidential Information”), agrees to the following:
    • No Disclosure. The Buyer will hold all such Confidential Information in confidence and will not disclose the Confidential Information to any person or entity (ie. other doctors, pharmacists, etc.) without the prior written consent of the Seller.
    • No Copying / Modifying. The Buyer will not copy or modify any Confidential Information without the prior written consent of the Seller.
    • Unauthorized Use. The Buyer shall promptly advise the Seller if the Buyer becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
    • Application to Employees. The Recipient shall not disclose any Confidential Information to any employees of the Recipient, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. These employees will thus be subject to the provisions of this Agreement.
    • Survival. This provision will continue to be effective after the termination of this Agreement.
  7. EXCUSE FOR DELAY OR FAILURE TO PERFORM. The Seller will not be liable in any way for any delay, non-delivery, or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by a full refund of all sums paid by the Buyer pursuant to this Agreement.
  8. REMEDIES. The Buyer’s exclusive remedy and the Seller’s limit of liability for any and all losses or damages resulting from defective goods or for any other cause will be for the
  9. NOTICES. Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the addresses specified above. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail.
  10. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure.
    Any controversies or disputes arising out of or relating to this Agreement will be submitted to mediation in accordance with any statutory rules of mediation. If mediation does not successfully resolve the dispute, the parties may proceed to seek an alternative form of resolution in accordance with any other rights and remedies afforded to them by law.
  11. GOVERNING LAW. This Agreement will be governed by and shall be construed in accordance with the laws of the State of Florida, including the Florida Uniform Commercial Code and the Buyer and Seller hereby attorn to the jurisdiction of the Courts of the State of Florida.
  12. GENERAL PROVISIONS.
    • Headings are inserted for the convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the feminine mean and include the masculine and vice versa.
    • All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.
    • The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void.
    • This Agreement cannot be modified in any way except in writing signed by all parties to the Agreement.
    • If any clause of this agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.
    • Time is of the essence in this Agreement.
    • This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.

By clicking the ‘Submit’ button below, the Buyer acknowledges that they have reviewed and fully understand the terms and conditions of this Agreement as set forth above. By clicking the ‘Submit’ button below, this Agreement will be caused to be executed as of the date first above written.

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