MEDI-DYNE HEALTHCARE PRODUCTS, LTD.
UNITED STATES AUTHORIZED RESELLER POLICY
To ensure the safety and satisfaction of consumers who use Medi-Dyne products and to protect the integrity of the Medi-Dyne brand, Medi-Dyne Healthcare Products, Ltd. (“Medi-Dyne”) has implemented this Medi-Dyne Healthcare Products, Ltd. United States Authorized Reseller Policy (the “Policy”), which applies to all Authorized Resellers of Medi-Dyne Products (the “Products”) in the United States and its territories. By purchasing Products from an Authorized Medi-Dyne Distributor for retail sale, you (hereinafter “Reseller”, “you,” or “your”) agree to adhere to the following terms. Please read these terms carefully.
1) MANNER OF SALE.
Reseller may only sell Medi-Dyne products as set forth herein. Reseller is authorized to sell Products purchased from an Authorized Medi-Dyne Distributor. Sales in violation of these terms are strictly prohibited, are considered a material violation of this Policy, and may result in Medi-Dyne’s immediate revocation of Reseller’s status as an Authorized Reseller. Products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain Medi-Dyne services and benefits, including, unless prohibited by law, coverage under Medi-Dyne Product warranties or guarantees.
2) RESELLER'S OBLIGATIONS
3) INTELECTUAL PROPERTY.
Reseller acknowledges and agrees that Medi-Dyne owns all proprietary rights in and to the Medi-Dyne brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Medi-Dyne IP”). Reseller shall refrain from questioning or challenging the rights claimed by Medi-Dyne in the Medi-Dyne IP or assisting any others in doing so. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Medi-Dyne IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. Medi-Dyne reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Medi-Dyne IP at any time, without limitation. Reseller’s use of the Medi-Dyne IP shall be in conformance with any guidelines that may be provided by Medi-Dyne and must be commercially reasonable as to the size, placement, and other manners of use. All goodwill arising from Reseller’s use of the Medi-Dyne IP shall inure solely to the benefit of Medi-Dyne.
4) If Reseller violates any terms of this Policy, Medi-Dyne reserves the right to terminate Reseller’s status as an Authorized Reseller. Upon termination of Reseller’s status, Reseller shall immediately cease selling the Products, representing itself as an Authorized Reseller of Medi-Dyne Products, and all use of anything that may give the impression that Reseller is an Authorized Reseller of Medi-Dyne Products or has any affiliation whatsoever with Medi-Dyne.
5) AVAILABILITY OF INJUNCTIVE RELIEF.
If there is a breach or threatened breach of paragraphs 1 through 4 of this Policy, it is agreed and understood that Medi-Dyne shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Policy of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Policy. Except as otherwise provided or as the Reseller and Medi-Dyne may otherwise agree in writing, no failure, refusal, neglect, delay, waiver, forbearance, or omission by Medi-Dyne to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision or otherwise limit Medi-Dyne’s right to fully enforce any or all provisions and parts thereof.
6) Medi-Dyne reserves the right to update, amend, or modify this Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Medi-Dyne IP, or use of any other information or materials provided by Medi-Dyne to Reseller following notice of the amendments will be deemed Reseller’s acceptance of the amendments.
7) The terms of this Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to its conflict-of-law principles. In the event of a dispute over the terms or performance of this Policy, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Tarrant County, Texas. If any provision of this Policy is held contrary to law, the remaining provisions shall remain valid.
8) Medi-Dyne has a unilateral United States Minimum Advertised Price Policy (“MAP Policy”) that applies to all Authorized Resellers located in the United States and its territories. This paragraph is intended to inform you of the MAP Policy. It does not constitute consideration for any part of this agreement between you and Medi-Dyne, and does not separately constitute an agreement between you and Medi-Dyne regarding the price you will charge your customers for the Products. Medi-Dyne does not seek, nor will it accept, from Reseller any assurance of compliance with the MAP Policy.
MEDI-DYNE HEALTHCARE PRODUCTS, LTD.
UNITED STATES MINIMUM ADVERTISED PRICE (MAP) POLICY
Medi-Dyne Healthcare Products, Ltd. (“Medi-Dyne”) has determined that advertising Medi-Dyne Products (as hereinafter defined) at a price below levels established by Medi-Dyne undermines Medi-Dyne’s trade reputation, brand, and image within the target consumer population and discourages Medi-Dyne’s authorized distributors and resellers (hereinafter, “Resellers”) from investing in the growth of Medi-Dyne’s product lines and providing the best possible service and support to consumers. Therefore, Medi-Dyne has adopted this unilateral Minimum Advertised Price (“MAP”) Policy (the “Policy”), which applies to all advertisements of Medi-Dyne Products.
The MAP will be established solely by Medi-Dyne and communicated to Resellers of Medi-Dyne Products. If Medi-Dyne changes the MAP on any Medi-Dyne Product or amends the list of Medi-Dyne Products covered by this Policy, Medi-Dyne will provide at least 30 days notice to Resellers before such change takes effect.
This Policy does not constitute an agreement between any Reseller or other party and Medi-Dyne. Each Reseller must independently choose whether to comply with the terms of this Policy. Medi-Dyne neither solicits nor will it accept any assurance of compliance with this Policy from any Reseller or other party. This Policy is not negotiable and will not be altered for any individual Reseller.
It is a violation of this Policy for a Reseller to advertise any Medi-Dyne Product(s) at a price lower than the published MAP.
For purposes of this Policy, “advertise” includes the use of any form of advertisement media including, but not limited to, direct mailings, catalogs, displays at consumer exhibitions and trade shows, website pages and banners, social media, emails, blogs, newspapers, magazines, flyers, brochures, television, radio ads, billboards, and any other marketing or promotional materials.
Direct or indirect attempts to circumvent this Policy will be considered a violation of this Policy. Such attempts may include, but are not limited to:
It is not a violation of this Policy to advertise that a customer may “call for price” or “email for price” or use similar language as long as no price is listed. Use of phrases that advertise “the lowest prices,” “will match or beat competitor’s prices,” or similar phrases also do not violate this Policy so long as the Reseller does not include any advertised price below the MAP.
This Policy does not affect the prices that a Reseller may charge for Medi-Dyne Products. Resellers are free to sell Medi-Dyne products at any price they choose. This Policy applies only to Resellers’ advertised prices, not selling prices.
Medi-Dyne will terminate its relationship with any Reseller that advertises a Medi-Dyne Product below the MAP. The following is a list of the MAP-protected products (collectively, the “Medi-Dyne Products”) and the corresponding MAP:
• Tuli's Classic Heel Cups -- $14.00
• Tuli's Classic Gel Heel Cups -- $17.00
• Tuli's Heavy Duty Heel Cups -- $15.00
• Tuli's Heavy Duty Gel Heel Cups -- $18.00
• Tuli’s So Soft Heel Cups -- $20.00
• Tuli's Dual Density Heel Cups -- $17.50
• Tuli's 3/4 Gaitors Arch Supports -- $35.00
• Tuli's Plantar Fasciitis Insoles -- $50.00
• Tuli's So Soft Insoles -- $22.00
• Tuli's Road Runners -- $25.00
• Tuli's Metatarsal Cushions -- $12.00
• Tuli's Cheetahs Fitted -- $26.00
• Tuli's Cheetahs OSFA -- $29.00
• Tuli’s Cheetah Gen 2 -- $28.00
• Tuli’s The X Brace Pair -- $32.00
• Tuli’s The X Brace Single -- $18.00
• Tuli’s The X Brace Plus Pair -- $40.00
• Tuli’s HammerRx -- $24.00
• ProStretch Plus -- $32.00
• ProStretch Single -- $24.00
• ProStretch Double -- $50.00
• ProStretch Single Wooden -- $150.00
• ProStretch Double Wooden -- $300.00
• ProStretch NightSock -- $35.00
• StepStretch Single -- $32.00
• StepStretch Double -- $64.00
• StretchRite -- $30.00
• CoreStretch -- $80.00
• Shoulder Flex - $170.00
• Pro Roller - $48.00
• Type A+ - $48.00
• Type C - $43.00
• Type X2 - $31.00
• Uno - $28.00
• Junior + - $21.00
• Marble Roller - $28.00
• Footy - $9.00
• Hexi - $28.00
• Nonagon - $36.00
• Peanut - $21.00
• Round Chucks - $21.00
• Trio - $24.00
• Knot Bad - $33.00
• Mini Knot Bad - $23.00
• Cho-Pat Dual Action Knee Strap -- $30.00
• Cho-Pat Original Knee Strap -- $18.00
• Cho-Pat Kneecap Stabilizer -- $38.00
• Cho-Pat Achilles Tendon Strap -- $22.00
• Cho-Pat Golfer's Elbow Support -- $17.00
• Cho-Pat Tennis Elbow Support -- $17.00
• Cho-Pat Upper Arm Strap -- $17.00
• Cho-Pat Bicep-Triceps Cuff -- $30.00
• 2Toms Stink Free Spray 8oz -- $12.00
• 2Toms Stink Free Sports Detergent 30oz -- $16.00
• 2Toms SportShield Towelette 6pk -- $9.00
• 2Toms SportShield 1.5oz Roll-On -- $15.00
• 2Toms SportShield Xtra Towelette 6pk -- $11.00
• 2Toms SportShield Xtra 1.5oz Roll-On -- $15.00
• 2Toms ButtShield Towelette 6pk -- $11.00
• 2Toms ButtShield 1.5oz Roll-On -- $15.00
• 2Toms BlisterShield Packet 6pk -- $11.00
• 2Toms BlisterShield 2.5oz Pouch -- $15.00
• 2Toms BlisterShield Large 15oz Shaker -- $40.00
• 2Toms GripShield Packet 6pk -- $11.00
• 2Toms GripShield 1.5oz Bottle -- $12.00
• 2Toms FootShield 3oz Roll-On -- $16.00
• 2Toms Skin-On-Skin Jar of 48, 3" Circles -- $75.00
• 2Toms Skin-On-Skin Jar of 200, 1" Squares -- $52.00
• 2Toms Skin-On-Skin Dressing Kit -- $13.00
The MAP does not include shipping, handling, or sales taxes.
No Medi-Dyne employee or agent is authorized to modify, interpret, or grant exceptions to this Policy with any Reseller; nor may any Medi-Dyne employee or agent solicit or obtain the agreement of any person to abide by the terms of this Policy. Any such modification or agreement is invalid.
The Policy will be enforced by Medi-Dyne in its sole discretion and without notice. Resellers have no right to enforce the Policy. Any questions about this Policy should be submitted in writing and directed to Medi-Dyne’s MAP Liaison at firstname.lastname@example.org.
This Policy may be updated, revised, suspended, terminated, reinstituted, or modified at any time by Medi-Dyne in its sole discretion. Medi-Dyne shall make any such modifications available to all Resellers.
This Policy is effective as of 5-1-2017.