Wholesale Terms & Conditions
Wholesale Program Terms & Policies
By becoming a Life Cykel wholesaler (Wholesaler, Practitioner & NMN), you agree with the terms and policies in the agreement (“Agreement”) below. Please read the entire Agreement. It is a legal agreement between you and Lifecykel Labs Pty Ltd (Life Cykel). By submitting the online application, you agree that you have read and understood this Agreement, and that, if Life Cykel accepts your application, you agree to be legally responsible for each term and policy.
This Agreement begins when Life Cykel accepts you as a wholesaler and will end when your participation is terminated by either party.
Life Cykel may change this Agreement at any time. If any change is unacceptable to you, you are entitled to terminate your participation. Your continuing participation as a wholesaler will constitute your acceptance of any change. It is your responsibility to keep up to date with any changes made to the Agreement
You or Life Cykel may suspend or terminate your participation as a wholesaler at any time for any reason.
Life Cykel reserves the right to change the price of their wholesale or retail products at any time.
Life Cykel reserves the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in these terms and policies.
Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be in violation of our terms and policies, we expect that you will respond in a timely and honest manner.
Below are violations of our communications policy.
1) You are not forthcoming, you are intentionally vague, or you are found to be lying.
2) You are not responsive within a reasonable time period and after multiple attempts to make contact using the information listed in your network profile.
3) You cannot substantiate or validate the source of your traffic to our program with clear and demonstrable proof.
If any of the above apply, then we reserve the absolute right to immediately terminate your participation as a wholesaler. We know that many violations are a result of automated processes; however, it is incumbent upon each wholesaler to ensure that it has the appropriate checks and balances in place to address such issues proactively and to adhere to the terms and policies of this Agreement.
Life Cykel grants to you a non-exclusive, non-transferable license (“License”) to use Assets as specified under the terms and policies of this Agreement. The term of the License shall expire upon your departure as a wholesaler or termination of this Agreement.
You will use the Assets as Life Cykel instructs:
1) You will not alter, add to, subtract from, or otherwise modify the Assets as Life Cykel provides them unless you obtain prior written consent from Life Cykel.
2) You may only use the Assets for the purpose of promoting Life Cykel and its products.
3) Life Cykel retains all rights, ownership, and interest in the Assets, and in any copyright, trademark, or other intellectual property in the Assets. Nothing in this Agreement shall be construed to grant you any rights, ownership, or interest in the Assets, or in the underlying intellectual property, other than the License to use Assets as granted in this Agreement.
4) You will not make any claim to ownership of the Assets, or of the copyright, trademark, or other intellectual property therein.
5) You will not publish or otherwise distribute any other advertising materials that reference Life Cykel unless Life Cykel gives prior written consent to the distribution of such materials.
Under no circumstances shall you send commercial electronic mail messages as defined in the Federal spam law, CAN-SPAM Act of 2003 (“Act”), with respect to the Life Cykel wholesale program.
Life Cykel reserves the right to collect, withhold, or cancel any and all compensation related to commercial electronic mail messages you send.
You may send transactional or relationship messages as defined in the Act.
Online Advertising Policy
You shall not purchase keywords, domain names, advertising, search terms, AdWords, or any other identifiers that include the word “Life Cykel,” the names of Life Cykel products or services, or any variations or misspellings thereof.
Specifically, this policy prohibits you from:
1) Bidding on “Life Cykel” and any keyword string that includes this term, and
2) Purchasing domain names based on “Life Cykel” or variations.
Google, Microsoft & Social Advertisements
No wholesaler may run Google, Microsoft or Social advertisements. Doing so may incur termination as a wholesaler.
This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between you and Life Cykel. You will provide services for Life Cykel as an independent contractor. You will have no authority to bind Life Cykel into any agreement, nor will you be considered an agent of Life Cykel.
Life Cykel will not be responsible for any taxes you owe arising out of your relationship with Life Cykel as set forth in this Agreement.
You shall not make claims that Life Cykel products or services are intended to diagnose, treat, cure, or prevent any disease.
Life Cykel makes no representation that the operation of the Program will be uninterrupted or error-free, and Life Cykel will not be liable for the consequences of any interruptions or errors.
You represent and warrant the following:
1) You have the legal authority to enter into this Agreement and to be bound to the terms and policies set forth in this Agreement.
2) Your website does not contain any materials that are:
(a) Unlawful or solicitous of behaviour that is unlawful in the Australia;
(b) Unlawful or solicitous of behaviour that is unlawful in the geographic area from which you operate.
3) You have obtained any necessary clearances, licenses, or other permission for any intellectual property used on your website. Nothing on your website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor do you have any reason to believe that any person or entity will bring or threaten such a claim in the future.
4) You do not compete with Life Cykel. You are not an employee, agent, or partner with any person or company that competes with Life Cykel.
You will indemnify and hold harmless Life Cykel from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of your warranties set forth above. You will also indemnify and hold harmless Life Cykel for any damage, loss, or other cost arising out of your use or misuse of the Assets.
Any information that you are exposed to by virtue of your relationship with Life Cykel under these terms and policies, which information is not available to the general public, shall be considered to be confidential company information. You may not disclose any confidential company information to any person or entity, except where compelled by law, unless you obtain prior written consent for such disclosure from Life Cykel.
Life Cykel will not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental, or consequential damages, including costs associated with the procurement of substitute goods or services (whether Life Cykel was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension, or interruption of service, termination of this Agreement, use or misuse of the Assets, or other performance of services under this Agreement.