This Reseller License Agreement (the “Agreement”) is effective as of the last date set forth below (“Effective Date”), by and between Jesus Shot, LLC, a Wyoming, limited liability company (“Jesus Shot, LLC and the provider set forth on the signature page hereto (“Reseller”).
1. Reseller Arrangement. Subject to the terms and conditions of this Agreement, Reseller is appointed as a non-exclusive reseller of the products described on Exhibit A attached hereto (the “Products”), with the right to promote the Products on Reseller’s website(s) and social media that have been approved by Jesus Shot, LLC (the “Reseller Media”), solely for sale and administration at its clinical location(s) that have been approved by Jesus Shot, LLC (the “Reseller Locations”) to Reseller’s patients. The Reseller Media and Reseller Locations are listed on Exhibit A. Reseller represents that it possesses the qualifications, licenses and resources to professionally represent the Products and fully perform its obligations under this Agreement, and agrees to market, promote, sell and administer the Products in a professional and diligent manner and in accordance with all provisions of this Agreement. All promotion of the Products, including on Reseller Media or at the Reseller Location(s) must contain accurate, up-to-date and complete descriptions of the Products. Jesus Shot, LLC reserves the right to discontinue or modify any Product without prior notice to Reseller. Upon discontinuation of a Product, such Product will be deemed to be removed from Exhibit A. Reseller is solely responsible for all costs of any nature whatsoever that it incurs in connection with the advertising, marketing, sale and administration of Products. Reseller shall not disassemble or reverse engineer the Products, in whole or in part. Notwithstanding anything to the contrary herein, Reseller shall have no right to: (a) enter into sublicenses, sub-distributor, subcontracting or other similar agreements regarding the Products, (b) make any legally binding representations or warranties with respect to the Products, or (c) enter into any legally binding obligations on behalf of Jesus Shot LLC. Reseller shall note make any unauthorized claims regarding the Products, including any claims regarding the efficacy or safety of the Products.
2. Purchase[A1] and Pricing. Reseller acknowledges that Jesus Shot, LLC is not acting as a wholesaler or distributor of the Products to Reseller and that all purchases of the Products may only be made through a designated pharmacy approved by Jesus Shot, LLC (an “Approved Pharmacy”). Reseller shall place orders for the Products through an Approved Pharmacy using the Approved Pharmacy’s ordering system and will be subject to any applicable terms and conditions of the Approved Pharmacy. [All orders must meet or exceed the minimum order quantity [A2] set forth on Exhibit A, which may be changed at any time by Jesus Shot LLC upon written notice to Reseller.] Pricing for the Products will be set by the Approved Pharmacy and may change from time to time, provided that the maximum amount Reseller advertise and may resell the Product for is three hundred dollars ($300.00) (plus applicable taxes, credit card processing fees, or similar charges, with total price varying by state) (the “Maximum Resale Price”). Reseller is not permitted to advertise or charge above the Maximum Resale Price unless expressly authorized in writing by Next Level.
3. Returns; Undeliverable Shipments; Support. As Jesus Shot, LLC is not the wholesaler or distributor of the Product, any return of the Products by Reseller for any reason must be handled through the Approved Pharmacy. Jesus Shot, LLC will not be responsible for any return requests or shipment issues for Products purchased from the Approved Pharmacy. Reseller shall be solely responsible for administering the Products to patients and for managing all aspects of the provider-patient relationship. Any issues, complaints, or inquiries relating to the Products received by Reseller shall be promptly reported to Jesus Shot, LLC in a manner that does not include any Protected Health Information (PHI) or other personally identifiable patient data, as defined under applicable privacy laws, including but not limited to HIPAA. Jesus Shot, LLC shall not be responsible for providing direct support to patients or healthcare providers. However, Reseller shall notify Next Level of any adverse events, Product performance issues, or other concerns related to the Products that may require monitoring, investigation, or regulatory reporting by Jesus Shot, LLC.
4. License Fee and Payment[A3] . As consideration for the license granted to Reseller by Jesus Shot, LLC under this Agreement, Reseller will pay a recurring licensing fee (the “License Fee”) for use of the Products. The License Fee is currently [ninety seven dollars ($97.00)] per month and will be automatically charged on a [monthly/annual] basis, unless otherwise agreed in writing by the parties. The License Fee is subject to change upon thirty (30) days’ prior written notice from Jesus Shot, LLC. Payment of all invoiced amounts is due upon receipt of the applicable invoice and, unless otherwise specified in advance in writing, the License Fee must be received by Jesus Shot, LLC within [30] days of issuance of invoice. In the event of any late payment, Jesus Shot, LLC may assess a late charge of one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower, on the unpaid balance.
5. Training[A4] . Reseller will receive training from [the Approved Pharmacy/Jesus Shot LLC] prior to the purchase and administration of the Product (the “Training”). Reseller will pay a one time training and trademark lease fee of two thousand five hundred dollars ($2,500) (the “Training Fee”) prior to onboarding and certification and permitted use of the Products. The Training will include but not limited to proper use and advertising for the Jesus Shot.
6. Taxes. All fees payable under this Agreement, including the License Fee and Training Fee, are exclusive of any applicable all sales, use, gross receipts, excise, duties and other taxes or costs. Reseller is solely responsible to pay any such taxes imposed on the amounts payable under this Agreement.
7. Compliance with Laws; Audit.
Reseller shall, at all times, comply with all applicable federal, state, and local laws, rules, and regulations in connection with its clinic operations and its activities under this Agreement, including but not limited to laws governing the practice of medicine, the possession and use of medical licenses, and the prescribing, handling, storage, dispensing, and distribution of pharmaceutical products. Reseller shall ensure that all medical and non-medical personnel involved in such activities are properly licensed, certified, and trained in accordance with applicable regulatory requirements. Reseller is solely responsible for maintaining all necessary licenses, permits, and approvals required for its operations and shall promptly notify Jesus Shot, LLC of any material compliance issue or regulatory action affecting its ability to perform under this Agreement. Jesus Shot, LLC shall have the right, upon reasonable advance notice and during normal business hours, to audit Reseller’s records, facilities, systems, and practices solely to verify compliance with the terms of this Agreement, including but not limited to the legal and regulatory compliance obligations set forth herein. Reseller shall cooperate fully with any such audit and shall promptly address any deficiencies identified. All audits shall be conducted in a manner designed to minimize disruption to Reseller’s business.
8. Site Disclaimers; Recalls. Reseller shall comply with all requirements provided by Jesus Shot, LLC or the Approved Pharmacy with respect to any warnings, disclaimers, or any other similar notices with respect to the sale and administration of the Product, including as posted on the Reseller Media. Reseller shall promptly notify Next Level of any information that comes to its attention that may necessitate a recall and will reasonably cooperate with Jesus Shot, LLC in connection with such recall. In the event of a recall of the Products, Reseller will cooperate fully and comply with all reasonable instructions and requests issued by Next Level or the Approved Pharmacy.
9. Intellectual Property. Jesus Shot, LLC hereby grants Reseller, during the term of this Agreement, a non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right and license to use Jesus Shot, LLC’s trademarks and copyrighted images that Jesus Shot, LLC may make available to Reseller and identified on Exhibit A (“Marks”), solely in connection with Reseller’s marketing and sale of the Products and in accordance with any use guidelines provided by Next Level from time to time. Reseller agrees to submit to Jesus Shot, LLC, upon request, any materials that use the Marks for Jesus Shot, LLC review and approval, including all uses of the Marks and any advertisement of the Products to be used on Reseller Media or at Reseller Locations. Jesus Shot, LLC reserves the right to terminate this license right, substitute alternate Marks or modify such instructions, guidelines and policies at any time without prior notice to Reseller. Reseller shall not create or operate independent web domains or social media handles bearing the [“Jesus Shot” name] or similar branding without prior written consent from Jesus Shot, LLC. Unauthorized domains or accounts may result in license termination or termination of this Agreement by Jesus Shot, LLC and the deletion or transfer of ownership of such unauthorized accounts to Next Level, as determined by Jesus Shot, LLC in its sole discretion. The parties agree that Jesus Shot, LLC shall solely own and have exclusive worldwide right, title and interest in and to the Marks and copyrights, and to all modifications, enhancements and variations thereof, and to all trademark, service mark, copyright and other intellectual property rights related thereto. Reseller shall not register or attempt to register the Marks or any trademark confusingly similar to the Marks or challenge, contest or otherwise impair Jesus Shot, LLC ownership of the Marks, or the validity or enforceability of Jesus Shot, LLC intellectual property rights related thereto. Reseller will not use, acquire or develop, or aid any third party in using, acquiring or developing any rights in the Marks or any mark, word, or design confusingly similar to the Marks without the prior written consent of Jesus Shot, LLC. Reseller agrees to notify Jesus Shot, LLC of any conduct or actions on the part of third parties, which it deems to be an infringement or other violation of Jesus Shot, LLC intellectual property rights. In such event, Jesus Shot, LLC shall have the sole right, but not the obligation, to bring an action for infringement or other appropriate action with respect thereto, at its sole cost and expense. Jesus Shot, LLC shall exclusively control the prosecution or settlement of any such action. Reseller agrees, at Jesus Shot, LLC expense, to fully cooperate with Jesus Shot, LLC in any such action and provide to Jesus Shot, LLC with all information and assistance reasonably requested by Jesus Shot, LLC. Jesus Shot, LLC shall not be liable to Reseller for any loss or damage directly or indirectly suffered by Reseller as a result of the use of the Marks or other intellectual property rights, any litigation or proceeding involving the Marks, copyrights or other intellectual property rights, or any failure to protect or defend the Marks or other intellectual property rights. Reseller hereby grants Jesus Shot, LLC a limited, non-transferable, non-exclusive license during the term of this Agreement to use Reseller’s trademarks or other intellectual property rights on Jesus Shot, LLC website to identify Reseller as an official resale partner of Jesus Shot, LLC. If, in Jesus Shot, LLC sole determination, the use of the Marks infringes the rights of any third party or weakens or impairs Jesus Shot, LLC interest in the intellectual property rights thereto, then Reseller agrees to immediately terminate or modify such use in accordance with Jesus Shot, LLC instructions, and Reseller shall have no right of damages, offset, or termination in connection with this Agreement. In the event Reseller fails to terminate or modify such use as directed by Jesus Shot, LLC, Jesus Shot, LLC may, in its sole discretion, terminate this Agreement in accordance with the termination provisions herein.
10. Advertising. Reseller agrees to undertake, at its own expense, quality advertising utilizing and consistent with Jesus Shot, LLC current available marketing materials and promotional programs sufficient to adequately market the Products and to promote the high quality, prestige and goodwill of the Products. Reseller agrees to comply with all of Jesus Shot, LLC then current marketing guidelines as provided by Jesus Shot, LLC and as Jesus Shot, LLC may adopt from time to time. Jesus Shot, LLC shall have the right, in its sole discretion to modify its marketing guidelines at any time.
11. Term. This Agreement commences on the Effective Date and will continue for an initial term of (1) year (the “Initial Term”) or until terminated as set forth herein. After the Initial Term, this Agreement with automatically renew for consecutive one (1) year terms unless either party gives the other party thirty (30) days’ written notice of non-renewal prior to the end of the then-current term. Either party may terminate this Agreement: (a) for cause upon thirty (30) days’ prior written notice if the other party fails to cure the default within such thirty (30) day period; or (b) at any time without cause upon thirty (30) days’ prior written notice by Next Level to Reseller. Upon the termination of this Agreement, (i) the parties’ obligations shall continue with respect to Products purchased by Reseller and then held in Jesus Shot, LLC inventory for Reseller that have not yet been sold, unless the parties otherwise agree; and (b) the due date of all invoices then outstanding shall automatically accelerate so that they shall become due and payable on the effective date of termination. Sections 4, 6, 9, 12, 13, 15, 16, 18, 20 and 22 shall survive termination of this Agreement.
12. Limited Warranty. Reseller shall not offer any warranties on behalf of Jesus Shot, LLC with respect to the Product to patients purchasing Product. Reseller shall look to the Authorized Pharmacy for all warranties and claims regarding the Product. Jesus Shot, LLC MAKES NO WARRANTIES OR REPRESENTATIONS EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR ANY PARTICULAR PURPOSES, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE WHATSOEVER.
13. Limitation of Liability. IN NO EVENT SHALL Jesus Shot, LLC BE LIABLE TO RESELLER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF NEXT LEVEL HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL NEXT LEVEL’S ENTIRE LIABILITY TO RESELLER, WHETHER IN TORT, CONTRACT OR OTHERWISE, EXCEED THE AMOUNTS PAID BY RESELLER FOR THE PARTICULAR PRODUCT GIVING RISE TO THE CLAIM.
13. Reseller Representations and Warranties. Reseller represents and warrants that: (a) it is duly organized and validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation; (b) it has full corporate power and authority to execute and deliver this Agreement and perform its obligations hereunder and to grant the rights granted and intended to be granted hereunder; (c) it has obtained and will maintain during the term of this Agreement all material licenses, authorizations, approvals, consents or permits required by applicable laws to conduct its business generally and to perform the transactions contemplated by this Agreement; (d) it shall ensure that the Product is administered only by licensed and properly credentialed healthcare professionals who are authorized under applicable federal, state, and local laws to perform such medical services; (e) it shall not make any claims or representations about the Product that are inconsistent with materials approved in writing by Jesus Shot, LLC or that violate applicable law or professional standards; and (f) it shall comply with all applicable laws in its performance of the transactions contemplated by this Agreement, including, without limitation, those governing healthcare, medical treatment, and advertising of medical products.
14. Indemnity. Reseller shall indemnify, defend and hold harmless Jesus Shot against all damages, claims, liabilities, losses and other expenses (including reasonable attorneys’ fees and costs), that arise out of or relate to (i) Reseller’s transactions with the Approved Pharmacy or its patients and any other parties; (ii) Reseller’s use of Products not in compliance with specifications thereto or not for their intended purposes; (iii) the use of Products or the Marks in a manner inconsistent with the provisions of this Agreement; (iv) any violations of applicable laws by Reseller; and/or (v) Reseller’s breach or violation of any of its representations, warranties or covenants set forth in this Agreement, or gross negligence or willful misconduct.
15. Confidentiality. Prior to or during the performance of this Agreement, Reseller may have access to certain confidential or proprietary information of Jesus Shot, LLC, which may include but not be limited to, price lists, prototypes, non-public designs, know-how, drawings, marketing plans, financial data, marketing data, policies, and other procedures, inventions, ideas, processes, methods, techniques, specifications, copyrights, and other information in written, oral and/or physical or electronic form, regarding Jesus Shot, LLC business, vendors or clients (collectively “Confidential Information”). Reseller shall not in any way (a) disclose or otherwise transfer Confidential Information to any third party at any time, except to those of to its employees who have a specific need to know for Reseller to perform its obligations under this Agreement; or (b) use Confidential Information for any purpose other than performing its obligations under this Agreement. Reseller shall be responsible for any breach of this Agreement by its employees, contractors, owners, or representatives. Reseller agrees that Jesus Shot, LLC will be irreparably harmed, and money damages would be inadequate compensation to Jesus Shot, LLC in the event of a breach of this Section 15. Accordingly, Reseller agrees that Jesus Shot, LLC shall be entitled, in addition to other available remedies, to seek injunctive relief for such breach (or threatened breach) without requirement of posting bond.
16. Non-Exclusive. Reseller is granted a non-exclusive right to market and sell the Product, and nothing in this Agreement shall be construed to grant exclusive territory rights. Reseller acknowledges and agrees that this Agreement does not grant any exclusive rights to market, sell, distribute, or otherwise commercialize the Product in any geographic area. Jesus Shot, LLC reserves the right to appoint additional resellers or sell the Product directly in any area.
17. Relationship of Parties. The relationship between Reseller and Jesus Shot, LLC is that of independent contractors. Neither party is the agent or legal representative of the other party, and neither party has the right or authority to bind the other party in any way.
18. Waiver and Severability; Remedies. No waiver by a party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. All remedies hereunder are cumulative and may be exercised separately or concurrently with other remedies available at law or in equity.
19. Assignment. Reseller may not assign, delegate, transfer or otherwise encumber this Agreement or any portion thereof without Jesus Shot, LLC prior written consent. Any attempted assignment in violation of the foregoing shall be null and void.
20. Governing Law and Arbitration. This Agreement shall be interpreted and enforced under the laws of the State of Texas, without application of its conflicts or choice of law rules. The parties irrevocably submit to the jurisdiction of the state and federal courts located in Van Zandt County, Texas for any action or proceeding regarding this Agreement, and the parties waive any right to object to such jurisdiction or venue. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
21. Force Majeure. Jesus Shot, LLC shall not be liable or responsible for any failure or delay in fulfilling or performing any term of this Agreement to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Jesus Shot, LLC including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
22. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the subject matter here of, and supersedes all prior or contemporaneous understandings or agreements regarding the subject matter hereof, whether oral or written. This Agreement may only be modified or amended by a writing signed by both parties. The parties agree to execute such additional documents and perform such acts as are reasonably necessary to effectuate the intent of this Agreement. This Agreement may be signed in one or more counterparts, each of which will be an original and together will be deemed to be one Agreement. Each party agrees their electronic signature or adoption on this Agreement will be a legally binding equivalent to a handwritten signature.
EXHIBIT A
To Reseller License Agreement
Products: Jesus Shot
Marks: The Jesus Shot registered trademark
Reseller Locations: The approved clinic location that was disclosed when signing up to become a provider.
Reseller Media: Providers may advertise the offering of the Jesus Shot on all social media platforms.
Jesus Shot® 