Reseller Sales and Advertising Policy

Effective date: April 1, 2017

Calroy Health Sciences, LLC (“Calroy”) sells Arterosil® branded products (“Products”) for resale only to licensed health care professionals (“Practitioner or Practitioners”) who have applied, submitted proof of professional licensure, and been approved by Calroy. Practitioners agree to fully comply with all provisions of this Reseller Sales and Advertising Policy (“Policy”).

Suggested Retail Price and Advertising

Calroy publishes a Suggested Retail Price (“Suggested Retail Price”) for each of its Products. While practitioners may sell Products at any price they choose, any advertising that states, infers or suggests that Calroy Products may be available at any price less than Suggested Retail Price is prohibited. Suggested Retail Price is subject to change at any time.

Online Sales Exclusively at Arterosil.com

Arterosil may only be sold online at Arterosil.com. Practitioners may allow patients to purchase through Arterosil.com at a price of their choosing, however, they may not advertise any price below Suggested Retail Price.

Practitioner’s Private Websites

Although Practitioners may not sell Calroy Products on their private websites, they may advertise the availability of Calroy Products on their private website, and they may provide a link from their private website to the Arterosil.com website. It is recommended that the link contain the Practitioner’s Referral Code.

Referral Codes

Practitioners are assigned a unique Referral Code (“Referral Code”), which is used to register patients for online ordering at Arterosil.com. While Practitioners are free to share their Referral Code directly with their patients, Referral Codes may not be publically advertised or promoted in any manner, whether online or offline.

No Sales in Retail or other non-Practitioner Office Settings

Other than dispensaries located within a Practitioner’s office, Calroy Products may not be offered for sale in retail establishments whether virtual or “brick and mortar.” This includes but is not limited to big-box stores, medium or small retail stores, “mom and pop” shops, trade show booths, fairs, kiosks, carts, etc.

No Third-Party Websites

Calroy does not authorize nor permit sales or advertising of its Products on third-party websites of any type. This includes but is not limited to websites such as Amazon, eBay, Vitacost, etc. Calroy reserves the right not to sell or supply any Products to any Practitioner, person or entity who is found to be advertising or selling Products on any third-party website. Calroy reserves the right to inform any such third-party website provider that sales and/or advertising of Calroy Products on their website is in violation of this Policy, and to demand that Calroy’s Products be immediately removed from such websites.

Non-Disclosure of Wholesale Price

Calroy’s wholesale prices are strictly confidential. Practitioners may not disclose the wholesale price of any Product to any person or entity except those who are professionally associated with the Practitioner’s practice and have a legitimate “need to know.”

Suggested Retail Prices are Non-Negotiable

Calroy’s Suggested Retail Prices are unilaterally set by Calroy and are not open to negotiation.

Right Not to Sell or Supply

Calroy reserves the right not to sell or supply any Products to any person or entity who violates any provision of this Policy. Any online or other outside-of-the-office reference or inference to discounts, price reductions, special call-in pricing, coupons, price-matching policies or any other special promotion or offer on Calroy Products will be deemed to be a violation of this Policy and grounds for immediate termination of the affiliated account(s).

Affiliate Programs

Calroy Products may not be offered as part of any affiliate marketing program.

Trademarks and other Intellectual Property

No person or entity shall have the right to affix any of Calroy’s trademarks (including but not limited to word marks, image marks, logos or images of Arterosil bottles) to any product or other material other than as described herein. Practitioner’s agree to use the symbols ™ and ®, as appropriate, when displaying the trademarks, which is intended to indicate Calroy’s ownership of the trademarks and shall not be construed as a claim to ownership by Practitioner.

Practitioner’s use of the trademarks must be accompanied by a statement substantially as follows: “[Insert trademark(s) here ®] are trademarks of Calroy Health Sciences, LLC, and are used with permission.” Practitioner must also include on all pages that reflect Calroy Products on Practitioner’s website a statement substantially as follows: “This website is not owned or operated by Calroy Health Sciences, LLC.” Practitioner may not use Calroy trademarks (or copyrighted material) on third-party-facilitated sites (such as Amazon, eBay, Vitacost, etc.) and social media websites (such as Facebook, Twitter, Instagram, Snapchat, etc.). Practitioner may not use Calroy trademarks (or any portion or derivative thereof) to purchase online advertising or as keywords for advertising or any other purpose. The trademarks are solely and exclusively the property of Calroy. Practitioner shall not have any ownership right, title, or interest, express or implied, in the trademarks. Practitioner shall not use the trademarks except in a form, context, and location that is acceptable to Calroy. Calroy may review Practitioner’s website at any time and reserves the right to require Practitioner to make changes to it based upon use of any intellectual property owned or controlled by Calroy, even if Calroy has previously approved or accepted Practitioner’s website or the material displayed thereon.

Practitioner may not use any Calroy Product names, trademarks or copyrights as any part of a URL (Universal Resource Locator), domain name, meta-tag, keyword or file name. All content included on Calroy’s websites, including text, graphics, images, video clips and audio clips, is the property of or licensed by Calroy, and is protected by U.S. and international copyright laws. Practitioner may not use, copy, reproduce, distribute, publish, display, modify, create derivative words, transmit, or in any other way exploit any part of copyrighted material without express written permission from Calroy.

Logos and Images

The Calroy and Arterosil logos and images may be used only in the special form supplied by Calroy for use on Practitioner-owned websites, and neither the file name nor the name of the image may be changed or modified from the original form as supplied by Calroy. It may be accompanied by a statement indicating, “I (We) proudly offer Arterosil Products” or “I (We) proudly offer Calroy Products.” No other statements may be affiliated with use of the logo.

Additional Remedies

In addition to the remedies described herein, Calroy reserves all rights to protect its trademarks and other intellectual property using all available legal remedies as provided under State and Federal law.

No Disease Claims

In an effort to protect Practitioners and Calroy from potential legal liability due to the clear requirements of the Food and Drug Administration prohibiting disease claims from being associated with dietary supplements, Calroy dietary supplements may not be displayed or mentioned in association with any disease claims. Only claims that appear on the Calroy.com website may be used. Medical foods must be properly categorized as such and the dietary supplement disclaimer must not be shown on pages showing only medical foods. Claims shown for medical food Products must only reflect those medical food claims shown on the Arterosil website (www.arterosil.com). Product reviews and testimonials must be monitored and must not include disease claims about Calroy dietary supplement and non-medical food Products. Reviews for medical foods must not contain unapproved medical food claims and may only contain medical food claims appearing on the Calroy or Arterosil websites.

Right to Require Changes

Calroy may require Practitioner to make changes to Practitioner’s website at any time to the extent Practitioner is using the trademarks in a manner that violates applicable FDA or FTC regulations, any other applicable laws or regulations, or Calroy policies. Any use of the trademarks by Practitioner shall inure to the benefit of Calroy.

No Ratings, Reviews or Testimonials

Practitioners may not use or display any ratings, reviews, testimonials, or content written by patients or Practitioners in any capacity.

Right to Revise

Calroy may, in its sole discretion, revise or eliminate this Policy at any time. Calroy may also revise or terminate Practitioner’s non-exclusive, limited license to use the trademarks at any time in its sole discretion upon written notice.

No Waiver of Enforcement

Any failure or delay by Calroy in enforcing any provisions of this Policy or any of Calroy’s rights in any of the trademarks shall in no way be considered a waiver of such provisions or rights and shall in no way prevent Calroy from enforcing the same at a later date.

Private Label Customers

This policy is not intended to replace or supersede any Calroy Private Label Agreement.

Violations of Policy

All Practitioners who violate any provision of this Policy will receive ten (10) days’ advance written notice from Calroy that they are in violation. Immediately upon notice they will no longer be able to purchase the Products, and at the end of the ten (10) day notice period, Practitioner will be required to cease all use of the trademarks on Practitioner’s website or in any other manner on the Internet. Practitioners who correct their violation and come into full compliance with this Policy should notify Calroy. If Calroy determines Practitioner has brought his or herself into compliance with this Policy, Practitioner’s account will be reactivated so Practitioner may purchase the Products and use the trademarks in accordance with this Policy. Calroy has adopted a zero-tolerance approach to violations of this Policy. Practitioner acknowledges that upon any subsequent breach of any provision of this Policy, Calroy may terminate Practitioner’s account without advance notice.