Terms of Resale
Last Modified: February 22, 2025
Holistic Pharms, LLC DBA BioOne Sciences. and its subsidiaries and affiliated entities (referred to as “BioOne Sciences”, “we” or “us”) issues this Resale Policy of BioOne Sciences Products (the “Resale Policy”), which applies to all Authorized Practitioner Account Holders of BioOne Sciences products (“Products”) in the United States of America.
Please read this Resale Policy carefully. By purchasing Products from BioOne Sciences or an Authorized BioOne Sciences Distributor, establishing a BioOne Sciences practitioner account, or by clicking to accept or agree to these terms when presented with this option, you (“Authorized Practitioner Account Holder”, “you”, “your”) agree to abide by the terms and conditions herein. Until such status is otherwise revoked by BioOne Sciences, you shall be considered an “Authorized Practitioner Account Holder” hereunder.
Any Authorized Practitioner Account Holder failing to comply with this Resale Policy will face immediate termination of its account, revocation of its Authorized Practitioner Account Holder status, and/or further legal action. Violations of this Resale Policy may be reported to the BioOne Sciences headquarters at 888-341-4441.
This version of the Resale Policy is effective as of February 19, 2025, and supersedes all prior versions.
1. Manner of Sale.
Authorized Customers. The Authorized Practitioner Account Holder shall sell the Products solely to the End Users. An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to re-sell the Products to any third party. Authorized Practitioner Account Holder shall consider the health needs of each End User when providing Product advice. Authorized Practitioner Account Holder shall sell the Products in unit volumes appropriate for individual use only. The Authorized Practitioner Account Holder shall not sell or transfer any of the Products to any person or entity that the Authorized Practitioner Account Holder knows or has reason to know intends to re-sell the Products.
Online Sales. Affiliate marketing activities and any marketing or advertising activity or practice that promotes or facilitates the sale of Products through any website not explicitly owned by the Authorized Practitioner Account Holder is prohibited.
The Authorized Practitioner Account Holder shall not sell using third-party-facilitated retail or auction websites such as eBay, Amazon.com, NexTag.com, Rakuten, Target.com, PriceGrabber.com, Shopzilla.com, Walmart Marketplace, or Best-Price.com.
Sales Practices. Authorized Practitioner Account Holder shall conduct its business reasonably and ethically at all times, whether engaged in the sale of BioOne Sciences Products or other products, and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time, nor make any warranties or representations concerning the Products except as expressed or authorized by BioOne Sciences. Authorized Practitioner Account Holder shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Authorized Practitioner Account Holder must professionally represent the Products and refrain from any conduct that is or could be detrimental to the reputation of BioOne Sciences. Authorized Practitioner Account Holder shall be responsible for the actions of its employees, administrators, agents, contractors, or consultants and shall ensure that such personnel comply with the terms herein. Authorized Practitioner Account Holder agrees to cooperate fully with BioOne Sciences in any investigation or evaluation of such matters. Authorized Practitioner Account Holder shall cooperate with BioOne Sciences to investigate and resolve any quality or customer service issues related to Authorized Practitioner Account Holder’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.
2. Product Quality and Customer Care.
Product Storage and Handling. The Authorized Practitioner Account Holder shall comply with all instructions BioOne Sciences provides regarding the storage, handling, shipping, disposal, or other aspects of the Products, including instructions provided on Product labels.
Product Inspection. Promptly upon receipt of the Products, the Authorized Practitioner Account Holder shall inspect the Products for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, the Authorized Practitioner Account Holder must not offer the Product for sale and must promptly report the Defect to BioOne Sciences at support@bioonesciences.com or 888-341-4441. The Authorized Practitioner Account Holder shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. The Authorized Practitioner Account Holder shall not sell any Products that are expired.
Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, the Authorized Practitioner Account Holder shall cooperate with BioOne Sciences with respect to any Product recall or other consumer safety information dissemination efforts. The Authorized Practitioner Account Holder shall cooperate with BioOne Sciences with respect to any Product tracking systems implemented by BioOne Sciences.
Product Packaging and Display. The Authorized Practitioner Account Holder shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging is prohibited. The Authorized Practitioner Account Holder may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. The Authorized Practitioner Account Holder shall not advertise, market, display, or demonstrate non-BioOne Sciences products together with the Products in a manner that would create the impression that the non-BioOne Sciences products are made by, endorsed by, or associated with BioOne Sciences.
Product Knowledge. The Authorized Practitioner Account Holder agrees to professionally promote the Products and obtain sufficient knowledge regarding each Product kept in inventory to advise its patients or clients on the selection and safe use of the Products. The Authorized Practitioner Account Holder shall evaluate and consider the health needs of each customer when providing such advice. The Authorized Practitioner Account Holder must be available to respond to customer questions and concerns both before and after the sale of the Products and should attempt to respond to customer inquiries promptly. The Authorized Practitioner Account Holder shall report to BioOne Sciences any customer complaint or adverse claim regarding the Products it becomes aware of. The Authorized Practitioner Account Holder shall assist BioOne Sciences in investigating any such complaints or adverse claims.
3. Intellectual Property.
The Authorized Practitioner Account Holder is granted a limited, non-exclusive, non-transferable, revocable license to use the BioOne Sciences brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property associated with the Products (the “BioOne Sciences IP”) solely for the purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of the Authorized Practitioner Account Holder’s status as an Authorized Practitioner Account Holder. BioOne Sciences reserves the right to review and approve, in its sole discretion, the Authorized Practitioner Account Holder’s use or intended use of the BioOne Sciences IP at any time, without limitation. The Authorized Practitioner Account Holder acknowledges that it owns no right, title, or interest in any of the BioOne Sciences IP except as granted herein.
4. Miscellaneous.
BioOne Sciences reserves the right to audit and/or monitor the Authorized Practitioner Account Holder’s activities for compliance with this Resale Policy, including, but not limited to, inspection of the Authorized Practitioner Account Holder’s facilities and records concerning the Products. If the Authorized Practitioner Account Holder breaches or threatens to breach any provision of this Resale Policy, it is agreed and understood that BioOne Sciences will have no adequate remedy in money or other damages at law; accordingly, BioOne Sciences shall be entitled to injunctive relief and other equitable remedies, provided, however, no specification in this Resale 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 Resale Policy. No failure, refusal, neglect, delay, waiver, forbearance, or omission by BioOne Sciences to exercise any right(s) herein or to insist upon full compliance by the Authorized Practitioner Account Holder with the Authorized Practitioner Account Holder’s obligations herein shall constitute a waiver of any provision herein or otherwise limit BioOne Sciences’ right to fully enforce any or all provisions and parts thereof. If any provision of the Resale Policy is held contrary to law, the remaining provisions shall remain valid. The Resale 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 choice of law rules. In the event of a dispute over the terms of, or performance under, the Resale Policy, the Authorized Practitioner Account Holder expressly submits to personal jurisdiction and venue in the federal or state courts located in Travis County, Texas.
5. MAP Policy.
BioOne Sciences has a unilateral Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized resellers of Products in the United States of America. This Section is intended to inform the Authorized Practitioner Account Holder of the MAP Policy. It does not constitute consideration for any agreement between the Authorized Practitioner Account Holder and BioOne Sciences. It does not separately constitute an agreement between the Authorized Practitioner Account Holder and BioOne Sciences regarding the price charged to customers for the Products. BioOne Sciences does not seek, nor will it accept, from the Authorized Practitioner Account Holder any assurance of compliance with the MAP Policy.