Reseller Terms & Conditions
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RESELLER TERMS & CONDITIONS
Last Updated: May 26, 2020
Please review the Reseller Terms carefully. By registering to become a reseller, and each time you submit an order for the Product, you are agreeing to be bound by the Reseller Terms, as they may be amended or supplemented from time to time. Please check back on a regular basis for any updates or modifications to the Reseller Terms.
These Omax Health Reseller Terms and Conditions (the “Reseller Terms”) are entered into and agreed to by and between Omax Health, Inc. (“Omax”), with headquarters at 2601 Ocean Park Blvd, Unit 214, Santa Monica, CA 90405 and the person or entity registering (or attempting to register) as a reseller with Omax Health or submitting any order for Omax Health Products (the “Product”) (each such person or entity, the “Reseller”). If the person registering or ordering is acting on behalf of an entity, that entity shall be deemed the Reseller for purposes of these Reseller Terms.
THIS IS A BINDING AGREEMENT
By registering to become a reseller, and each time Reseller submits an order for the Product, Reseller is agreeing to be bound by these Reseller Terms. These Reseller Terms will be effective as of the earlier of (i) the date upon which Reseller is approved by Omax Health as a reseller, and (ii) the date upon which Omax Health accepts any order for the Product submitted by or on behalf of Reseller (the “Effective Date”). As provided below, these Reseller Terms may be modified by Omax Health from time to time by posting revised Reseller Terms on Omax Health’s website. Please check back regularly for any revisions, as they will apply to Reseller going forward. Reseller can refer to the “Last Updated” legend at the top of this document to see when these Reseller Terms were last modified.
NON-EXCLUSIVE APPOINTMENT; PURCHASE & RESALE
Non-Exclusive Appointment. Subject to the terms and conditions of these Reseller Terms, Omax Health appoints Reseller, and Reseller accepts the appointment, as a non-exclusive reseller of the Product during the Term of these Reseller Terms, solely in accordance with the terms and conditions of these Reseller Terms. Reseller acknowledges that Reseller is not the only reseller of the Product, and Omax Health may, in its sole discretion, sell the Product to other resellers or sell the Product itself, in competition with Reseller.
Placing an Order; Shipping. To place an order, Reseller may order online through the reseller portal. Alternatively, Reseller may call Omax Health Monday thru Friday, 9:00 a.m. to 5:00 p.m. (PST, as applicable) at 323-982-8135, or Reseller may e-mail an order to sales@omaxhealth.com. All orders must be submitted by the case (a case contains 6 or 12 boxes). Omax Health will endeavor to arrange for (but does not guarantee) delivery to Reseller in US within 7-10 business days of receipt of payment (including shipping and handling charges where applicableAll other shipping requests are subject to approval by Omax Health (in its sole discretion) and prepayment by Reseller of all related costs. All orders made using Reseller’s online account or reasonably appearing to Omax Health to be from Reseller shall be deemed orders from Reseller and for which Reseller is responsible under these Reseller Terms.
Resale Only for Personal Use; Approved Facilities & Websites. Reseller will purchase the Product from Omax Health solely for resale directly to Reseller’s customers for such customers’ personal use, and Reseller shall only sell the Product at the Reseller facilities and on Reseller’s own website (unless approved in advance by Omax Health in writing). Reseller shall not sell the Product to a third party for resale by that third party, or authorize or facilitate resale of the Product by any other person or entity (online or offline). All sales by Reseller shall be only to end-use customers.
INTERNATIONAL ORDERS
Omaxhealth.com is pleased to ship worldwide through our partner, GlobalShopex.com. Simply add any items you wish to purchase in your shopping cart and choose the "International Checkout" option. The global checkout page will allow you to see the cost of shipping and duties and taxes upfront. You may prepay duties and taxes when you check out or pay upon delivery. If you prepay, there will be no additional funds collected upon delivery. GlobalShopex handles the international checkout and shipping and will process your payment and guarantee delivery. Once your order is completed, order status questions should be directed to GlobalShopex by emailing GSX Customer Care at customercare@globalshopex.com or by calling 1-786-391-4868.
WHICH COUNTRIES DO YOU SHIP TO?
International shipping is currently available WORLDWIDE. Our third party vendor, Global Shopex, will ship to all destinations around the world including APO / FPO addresses.
The Territory. Reseller shall not sell or offer to sell any Product to any person outside of the United States of America or Canada (the “Territory”) without the prior written consent of Omax Health.
No Third Party Websites. Reseller shall not sell or offer to sell the Product via any e-commerce or auction platform or any other website other than Reseller’s own website.
Other Terms Won’t Apply. Any terms in a purchase order or other document submitted by Reseller that vary from, are inconsistent with or are in addition to the terms of these Reseller Terms are null and void. Reseller’s order will be effective if and when Omax Health notifies Reseller that it has been accepted by Omax Health. No order will be effective until it has been accepted by Omax Health.
No Warranties to Customers. Reseller agrees not to issue or make any warranties or guaranties with respect to any Product. Reseller will not modify the Product labels, or obscure any information on the Product labels, in any way. Reseller will not make any claims regarding the Product which do not appear on the label of the Product or in Omax Health Marketing Materials (as defined below). Without limiting the foregoing, Reseller will not make claims that the Product treats or is intended to treat, or has been approved for the treatment of, any diseases or conditions.
Number of Orders not Guaranteed; Other Products. Reseller does not have a right to purchase a specific amount of the Product, and Omax Health reserves the right to refuse to fulfill any order. Omax Health also reserves the right to introduce new products, programs or prices at any time (and Reseller may only sell those products or participate in those programs with Omax Health’s written approval), and to modify or discontinue any products at any time without liability to Reseller or any other party.
Inspection; Return of Damaged Product. While all sales are final, Product that is damaged during shipping or that is otherwise defective at the time of delivery (each a “Defective Product”) may be returned to Omax Health if Reseller notifies Omax Health of the damage or defect in writing (which may be by email) within fifteen (15) days of Reseller’s receipt of the Defective Product. Reseller must pay all shipping and handling charges related to the return of any Defective Product. Omax Health will (at its option) replace the Defective Product or credit Reseller’s account for the purchase amount of the Defective Product. The preceding sentence provides Reseller’s sole remedy and Omax Health’s sole liability with respect to any Defective Product. Reseller agrees that Reseller won’t reject all or any portion of a delivery due to any of the Products being damaged or defective. This provision shall survive any termination of these Reseller Terms.
Transfer of Title and Risk of Loss. Title to and risk of loss for the Product pass to Reseller when the Product is placed into the possession of the carrier, at which point Omax Health will have completed delivery.
Delivery Dates are Estimates. Any delivery dates Omax Health provides are estimates only, and Reseller agrees Omax Health won’t be liable for any failure to deliver on a specific date. Also, Omax Health may deliver less than all of the Products ordered, and Reseller agrees to accept delivery of any order (or portion) as of the time of delivery.
PAYMENT AND TAXES
Reseller agrees to pay Omax Health for Product upon placement of each order at Omax Health’s then-current wholesale price for resellers. All amounts payable under these Reseller Terms shall be in US Dollars. Reseller is responsible for all taxes, duties, fees and charges, including but not limited to any of the foregoing that Reseller is required to deduct or withhold from any payment to Omax Health, related to the sale of Product to, or resale of Product by, Reseller (other than taxes owed by Omax Health on Omax Health’s income). Reseller agrees to provide to Omax Health all receipts for any such withholding (to show that the required amount has been paid), if requested. If Omax Health is required to collect or remit any taxes, duties, fees or charges in connection with the sale of Product to Reseller, Reseller agrees to reimburse Omax Health on demand.
MARKETING & MARKETING MATERIALS
Use of Marketing Materials. Omax Health may, in its sole discretion, provide certain marketing, advertising and promotional materials (collectively, “Omax Health Marketing Materials”) for Reseller’s use under the terms of these Reseller Terms. Reseller will not use any marketing, advertising or promotional materials that reference the Product or any Omax Health Trademark, other than the Omax Health Marketing Materials, without Omax Health’s prior written approval.
Compliance with Laws. Reseller agrees to comply with all laws and regulations of the specific jurisdiction(s) in which Reseller sells the Product, including but not limited to laws and regulations pertaining to labeling and marketing. In addition to the other restrictions in these Reseller Terms, Reseller shall not make any claim respecting the Product or use any marketing materials (whether supplied or approved by Omax Health or not) that are not in compliance with such laws and regulations.
Trademark Guidelines. Reseller will comply with all Trademark usage guidelines and marketing guidelines provided by Omax Health from time to time.
Protecting Omax Health’s Brand. Reseller will not take any action in the conduct of its business or in the performance of these Reseller Terms that does, or reasonably could, reflect poorly upon or otherwise tarnish or harm the Product or the brand, goodwill, or reputation of Omax Health.
Notification of Complaints. Reseller will promptly notify Omax Health of any complaint or adverse claim about any Product or the use of any Product of which Reseller becomes aware. This provision shall survive any termination of these Reseller Terms.
Resale Locations. Reseller will, upon Omax Health’s request from time to time during the Term, provide to Omax Health a current and accurate list of all locations, including websites, where Reseller is selling the Product.
Maintaining Accurate Records. Reseller shall, during the Term and for a period of five (5) years thereafter, maintain accurate books, records, and accounts of all transactions and activities, and all of Reseller’s obligations, under these Reseller Terms, and permit Omax Health to review such books, records, and accounts upon reasonable request. This provision shall survive any termination of these Reseller Terms.
Reseller Licenses and Permits. Reseller shall, at its own expense, obtain and maintain all required licenses, certifications, credentials, and permits necessary to conduct its business and to resell the Product in accordance with these Reseller Terms.
Responsibility for Reseller Activities. Reseller is and will be responsible for all costs, expenses or liabilities arising out of Reseller’s sales, advertising or promotion of the Product. This provision shall survive any termination of these Reseller Terms.
LICENSE GRANT & RESTRICTIONS
License to Use Materials and Trademarks. Subject to Reseller’s compliance with the terms and conditions of these Reseller Terms, Omax Health grants to Reseller a non-exclusive, non-transferable and non-sublicensable license to use the Omax Health Marketing Materials and the Omax Health Trademarks, during the Term, solely for the purpose of promoting, advertising and reselling the Product in the Territory in accordance with these Reseller Terms. “Omax Health Trademark” means each trademark, trade name, service mark or logo provided by Omax Health to Reseller for Reseller’s use as permitted in these Reseller Terms.
Restrictions on Use. Reseller will only use Omax Health Marketing Materials and Omax Health Trademarks as permitted under these Reseller Terms, and Reseller will not use any trademark, trade name, service mark, logo or domain name that is similar to, or that contains any portion of, (i) a Omax Health Trademark, or (ii) any other trademark, trade name, service mark, logo or domain name used or owned by Omax Health (or for which Omax Health has applied for registration). Reseller will promptly discontinue using or displaying, or will change the manner of use or display of, any Omax Health Trademarks when requested by Omax Health. Reseller agrees not to modify or alter in any way any Omax Health Trademark, Product packaging or Omax Health Marketing Materials unless approved by Omax Health in writing.
Intellectual Property Notices. Reseller’s use of any Omax Health Trademark must be accompanied by the following statement: “The [OMAX HEALTH TRADEMARKS] are trademarks of Omax Health, Inc., and are used with permission.” Reseller’s website must also include on all pages that reference the Product the following statement: “This site is not owned, operated or endorsed by Omax Health, Inc.” Reseller will not remove, obscure or alter any trademark, copyright, patent or other intellectual property notices or information contained on any Product packaging, Omax Health Marketing Materials, or other materials provided by Omax Health to Reseller.
INTELLECTUAL PROPERTY RIGHTS
Subject only to the limited licenses and rights granted to Reseller by Omax Health in these Reseller Terms, Reseller acknowledges and agrees that Omax Health and/or its licensors own and shall continue to own all right, title and interest in and to the Omax Health Trademarks, the Product packaging, the Omax Health Marketing Materials, and the Omax Health websites and domain names, including but not limited to all intellectual property rights associated with any of the foregoing, and Reseller shall not acquire any ownership interest in any of the foregoing. Reseller further acknowledges and agrees that Omax Health and/or its licensors own and shall continue to own all, and Reseller shall not acquire any ownership interest in any, intellectual property rights in or pertaining to the Product. All goodwill derived from the use by Reseller of Omax Health’s Trademarks or other intellectual property shall inure to the benefit of Omax Health and it licensors, as applicable.
MINIMUM ADVERTISED PRICE POLICY (MAP)
To protect its brand and its reputation for quality products, and to encourage investment in excellent customer service and customer experience, Omax Health has established a Minimum Advertised Price Policy (“MAP”.)
All Omax Health Resellers must comply with the terms and conditions of the MAP, which are as follows:
Omax Health’s MAP applies to all products sold by Omax Health. Omax Health reserves the right to stop supplying products to any reseller whose advertising of a product contains a price lower than the Omax Health Retail MAP Price, set forth in the current Omax Health Price List.
The MAP applies to all forms of advertising, including but not limited to print ads (inserts, magazines, newspapers, catalogs, mail order catalogs, etc.), broadcast (radio and TV), direct mail, faxes, Internet placement (banner ads, broadcast emails, destination pages, third-party sites) and reseller’s own website, flyers, posters, coupons, displays at exhibitions, conferences, seminars, shows, and/or all other form of advertisement.
All advertised prices must be at or above MAP for all Omax Health products.
Resellers are not required to list prices in advertising; if a price is listed, it must be at or above MAP.
In-store signage, responses to direct customer requests, and noting on reseller’s website that customers can call or email for a price, are not considered advertising under this MAP. For example, statements such as “call for price” or “call for quote” are acceptable and permitted.
Nothing in the MAP prohibits or discourages a reseller from selling at a lower price than the Omax Health Price List. Resellers set resale prices with no influence from Omax Health.
Resellers are responsible for ensuring advertised pricing is at or above the current Omax Health Price List on Internet search engines.
Except as expressly permitted in this MAP, resellers are not permitted to advertise Omax Health products for sale at a “discount” or “mark-down”, or as part of a reduced-price promotion (including but not limited to “buy one, get one free”), unless the advertised effective price for the Product is at or above the Omax Health Price List.
Occasionally, Omax Health may discontinue or engage in promotions regarding products. In such events, Omax Health may permit resellers to advertise a reduced price for certain Omax Health products. If Omax Health decides to do that, Omax Health will inform the resellers of the affected products and the minimum advertised prices that will apply to those products, as well as the length of time for which the new minimum advertised prices will apply. Omax Health further reserves the right to adjust MAP for any products at its sole discretion, upon advance written notice to resellers (which may be by email).
Advertising a promotion outside of the authorized timeframe is not allowed and is considered a violation of the MAP.
Advertising free shipping and/or handling does not violate the MAP.
The first violation of this MAP by a reseller will result in a suspension of all orders and all of reseller’s rights under reseller’s contract with Omax Health until such time, reseller corrects the violation and receives approval from Omax Health to continue selling.
Omax Health MAP terms are confidential and should not be disclosed to other parties. This MAP has been established to ensure Omax Health’s reputation as a leader in the health and wellness industry and protect the reputation of its brand and products, as well as to encourage investment by Omax Health Resellers in excellent customer service.
CONFIDENTIALITY
During the Term, Reseller may have access to, or be provided with, non-public materials or information pertaining to Omax Health or any of Omax Health’s affiliates (collectively, “Confidential Information”). Confidential Information includes, but is not limited to, information or data concerning customers, resellers, vendors, marketing or business plans or strategies, financial matters, trade secrets, designs, ideas, inventions, know-how, and any matter related to the business of Omax Health or any of Omax Health’s affiliates. Reseller agrees to protect all Confidential Information, and to use the Confidential Information solely for purposes of fulfilling its obligations under these Reseller Terms. Reseller will not disclose any Confidential Information to any employee or agent of Reseller except on a need-to-know basis and then only after such employee or agent has entered into a binding agreement with Reseller to protect the Confidential Information pursuant to terms at least as protective of Confidential Information as the provisions of this section. If Reseller is required by law to disclose Confidential Information, Reseller will promptly notify Omax Health. Notwithstanding anything herein to the contrary, if, after such notification, Omax Health is unsuccessful in obtaining a protective order or other judicial remedy to prevent or limit the disclosure, or if Omax Health permits the disclosure in writing, Reseller is permitted to disclose only that portion of the Confidential Information required by law to be disclosed; however, Reseller shall otherwise continue to treat all such disclosed information as Confidential Information hereunder.
TERM & TERMINATION
These Reseller Terms shall commence on the Effective Date and shall continue until terminated by either party as provided herein (the “Term”). These Reseller Terms may be terminated by either party for any reason or no reason at all by providing at least 30 days’ prior written notice to the other party. If Omax Health, in its sole discretion, determines that Reseller is or has been unprofessional in the conduct of its activities in connection with the sale of the Product, or if Reseller breaches its obligations under these Reseller Terms, Omax Health may terminate these Reseller Terms immediately upon written notice (which may be by email). Either party may terminate these Reseller Terms upon written notice to other Party at any time, to the extent permitted by applicable law, if the other party becomes insolvent, or shall make or seek to make an assignment for the benefit of creditors, or if proceedings in voluntary or involuntary bankruptcy shall be initiated by, on behalf of or against such other party (and, in the case of any such involuntary proceeding, not dismissed within ninety (90) days), or if a receiver or trustee of such other party’s property shall be appointed and not discharged within ninety (90) days. Upon termination of these Reseller Terms, Reseller’s appointment as a Omax Health reseller will terminate, all licenses granted by Omax Health shall terminate, all rights granted by Omax Health shall revert to Omax Health, and Reseller will immediately (i) cease selling or otherwise distributing the Product, and (ii) cease displaying, advertising, promoting or using any Omax Health Trademarks or Omax Health Marketing Materials. All provisions of these Reseller Terms that by their terms or nature are intended to survive the termination of these Reseller Terms shall so survive, including but not limited to the following: Sections 3, 6, and 8, this sentence of Section 9, Sections 10 and 11.
LIMITATION OF LIAIBLITY; NO WARRANTIES
ALL PRODUCT IS SOLD “AS IS.” OMAX HEALTH MAKES NO WARRANTIES, AND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MIGHT ARISE FROM COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER OMAX HEALTH NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR VENDORS (COLLECTIVELY, THE “OMAX HEALTH PARTIES”), SHALL BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS OR PROFITS) ARISING OUT OF OR RELATED IN ANY WAY TO THESE RESELLER TERMS OR ANY PRODUCT, THE SALE OF PRODUCTS TO RESELLER, OR RESELLER’S SALE OF PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF OMAX HEALTH HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.
THE ENTIRE LIABILITY OF OMAX HEALTH ARISING OUT OF OR RELATED TO THESE RESELLER TERMS SHALL NOT, IN ANY EVENT, EXCEED IN THE AGGREGATE THE AMOUNT PAID BY RESELLER TO OMAX HEALTH DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM. NO CLAIM AGAINST OMAX HEALTH MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CLAIM ARISES.
In no event will Omax Health be liable for any damages arising out of a failure to perform under these Reseller Terms that arises out of any act outside of Omax Health’s reasonable control.
The limitations on liability in these Reseller Terms shall apply notwithstanding any failure of the essential purpose of any remedy contained herein. The parties agree that the disclaimers, exclusions and limitations of liability in these Reseller Terms form an essential basis of these Reseller Terms, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of these Reseller Terms, including, without limitation, the economic terms, would be substantially different.
GENERAL
Notices. Each party shall deliver all notices and demands under these Reseller Terms in writing and addressed to the other party as follows:
(i) for notices to Omax Health, all notices must be sent to:
Omax Health, Inc.
Attention: Reseller Department
2601 Ocean Park Blvd. Unit 214
Santa Monica, CA 90405
Email address: sales@omaxhealth.com
(ii) for notices to Reseller, all notices will be sent to the address and email information provided in the registration process.
All notices shall be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (return receipt requested, postage prepaid). Notice given by e-mail (with confirmation of transmission) is permissible where expressly stated in these Reseller Terms. Either party may change the address and contact information by providing written notice (in accordance with these Reseller Terms) of such change.
Assignment. Reseller may not assign any of its rights or delegate any of its obligations under these Reseller Terms without Omax Health’s prior written consent.
Reseller Representations and Warranties. Reseller represents and warrants that (i) Reseller has the right and authority to enter into and perform these Reseller Terms, (ii) its performance of these Reseller Terms will not violate any contract or order to which Reseller is a party, (iii) Reseller will at all times comply with all applicable laws and regulations, (iv) all information submitted by or on behalf of Reseller as part of the registration process (or otherwise) is true and correct, and Reseller will promptly notify Omax Health of any change to any such information, and (v) Reseller will promptly update all account information with Omax Health so that it accurately reflects Reseller’s current information.
Indemnification. Reseller agrees to indemnify, defend, and hold harmless, the Omax Health Parties from and against any and all claims, suits, liabilities, losses, fines, penalties, damages and expenses (including attorneys’ fees and costs) arising out of or relating in any way to (i) Reseller’s breach of these Reseller Terms, (ii) Reseller’s business, (iii) Reseller’s advertising, promotional or sales activities, or (iv) Reseller’s negligence or willful misconduct.
Entire Agreement. These Reseller Terms set forth the entire understanding between Omax Health and Reseller, and supersede any and all prior agreements, oral or written, between Omax Health and Reseller with respect to the subject matter of these Reseller Terms. There are no representations, warranties, covenants or other promises affecting these Reseller Terms that are not expressly set forth herein. No waiver by either Omax Health or Reseller of a right under these Reseller Terms shall be effective unless in writing signed by the party alleged to have made the waiver, and any valid waiver under these Reseller Terms will not constitute a waiver of any other right.
Independent Contractors. Omax Health and Reseller are independent contractors and these Reseller Terms do not establish any relationship of partnership, joint venture, employment, franchise, or agency between Omax Health and Reseller. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
Governing Law. These Reseller Terms shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law rules. Omax Health and Reseller agree to the exclusive jurisdiction and venue of the state and federal courts of Los Angeles, CA (the “Exclusive Jurisdiction Courts”) for the resolution of all disputes arising out of or related to these Reseller Terms, except that either party may bring and maintain in any court of competent jurisdiction (i) a suit for injunctive relief arising out of or related to these Reseller Terms, or (ii) an action to enforce any order from an Exclusive Jurisdiction Court. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Reseller Terms.
Modifications by Omax Health or by Written Consent. RESELLER ACKNOWLEDGES AND AGREES THAT THESE RESELLER TERMS MAY BE MODIFIED BY OMAX HEALTH FROM TIME TO TIME BY POSTING THE REVISED RESELLER TERMS ON THE OMAX HEALTH WEBSITE AT https://omaxpro.com/pages/terms. Reseller agrees to regularly visit the Omax Health website to check for any updates or modifications to these Reseller Terms. THE REVISED RESELLER TERMS WILL BE EFFECTIVE UPON POSTING BY OMAX HEALTH, AND WILL APPLY TO RESELLER FROM THAT TIME FORWARD. BY CONTINUING TO ACT AS A RESELLER, INCLUDING BUT NOT LIMITED TO BY ORDERING OR RESELLING ANY PRODUCT, AFTER REVISED RESELLER TERMS HAVE BEEN POSTED, RESELLER IS AGREEING TO BE BOUND BY THE THEN-CURRENT VERSION OF THESE RESELLER TERMS. If Reseller does not wish to be bound by the revised Reseller Terms, Reseller is not authorized to place any additional orders and Reseller must notify Omax Health that Reseller is terminating these Reseller Terms. Except as expressly provided in this paragraph, these Reseller Terms may not otherwise be modified in any way without the written consent of both Omax Health and Reseller. Reseller can refer to the “Last Updated” legend at the top of this document to see when these Reseller Terms were last modified.
Severability. The invalidity or unenforceability of any provision in these Reseller Terms pursuant to any law or judicial decision shall not affect the validity or enforceability of any other provision of these Reseller Terms, and these Reseller Terms shall be construed as if not containing the provisions held invalid or unenforceable.
Cumulative Remedies. All rights and remedies provided in these Reseller Terms are cumulative and not exclusive, and the exercise by a party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available at law, in equity, or otherwise.
Equitable Remedies. Reseller acknowledges and agrees that (a) a breach or threatened breach by Reseller of any of its obligations under these Reseller Terms would give rise to irreparable harm to Omax Health for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Reseller of these Reseller Terms, Omax Health shall, in addition to any and all other rights and remedies that may be available, be entitled to equitable relief, including injunctive relief, without any requirement to post a bond or other security.
Successors and Assigns. These Reseller Terms are binding on and inure to the benefit of the parties and their respective permitted successors and permitted assigns.
QUESTIONS AND CONTACT INFORMATION
sales@omaxhealth.com
Revised 5/26/2020
©Omax Health, Inc. 2020