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Metagenics' Policies

• Internet Policy
• Copyright Policy
• Customer Policy
• Vendor Policy

Metagenics Internet Policy

Effective Dates
January 1, 2008 - until further notice
Affected Customers

U.S. customers

Customers with Web sites selling to U.S. end-users

Suggested Retail Pricing

The Suggested Retail Pricing Policy of Metagenics, Inc. is for all of its customers selling its professional lines of products on-line to sell such products at or above the suggested retail prices. Any advertisements, discounts, rewards programs, coupons, special offers, sales, promotions, etc. must explicitly state "Not valid on Metagenics' (and BariatrX Essentials) products" and products must check-out at or above suggested retail pricing. Private patients being treated by the practitioner may be given a private patient code to be entered upon checkout to replicate the discount provided to patients in the practitioner's office. This code must not be provided to any customer via broadcast e-mail, must not be shown on the Web site and must not be made available to anyone other than the practitioners' private patients. Reference upon checkout may only be as "patient code"; i.e., any word implying a discount, special, sale, coupon, etc. may not be used.

If a practitioner is found to have e-mailed the code to an e-mail database that includes customers other than private patients, the option to discount to private patients via an online Web site will be revoked. Continued or repeated violations will result in account termination.

Metagenics neither seeks nor will accept any assurances from any customer that it will not deviate from this Suggested Retail Pricing Policy. The suggested retail prices set forth are unilaterally set by Metagenics and are not open to discussion or negotiation with any of its customers.

Metagenics reserves the right not to sell or supply any products to any customer that is affiliated with a Web site that violates this Suggested Retail Pricing Policy. Any reference or inference at all to discounts, price reductions, special call-in pricing, coupons, price-matching policies or any other special promotion or offer on Metagenics products will be deemed to be violations of this policy and grounds for immediate suspension of affiliated Customer's account(s).

For customers with Meta-eHealth sites, discounts may be visible only to patients. Visitors who self-register must be provided access only to Metagenics products at Suggested Retail Price. This is in keeping with the availability of discounts which may be offered in practitioners' offices but not available to the general public via the Internet. In other words, Metagenics does not consider it a violation of its policy for practitioners to provide discounts through Meta-eHealth to patients but not if discount visibility is open to non-patients.

Affiliate Programs

Metagenics products may not be offered as part of an affiliate program.

Third-Party Sites

Metagenics policy is for all of its customers selling its products on-line to sell on customer-owned sites only. Metagenics does not authorize or permit sales of its professional lines of products on third-party-facilitated sites (e.g., Amazon.com, eBay, etc.).

Metagenics reserves the right not to sell or supply any products to any customer that is found to be selling Metagenics products on third-party-facilitated sites.

Use of Trademarks

Customer shall not have the right to affix any of the Trademarks to any product or other material conveyed to anyone other than via the Internet in the manner described in this Policy. Customer agrees to use the symbols ™ and ©, as appropriate, when displaying the Trademarks, which is intended to indicate Metagenics' ownership of the Trademarks and shall not be construed as a claim to ownership by Customer. Customer's use of the Trademarks must be accompanied by a statement substantially as follows: "[Insert the trademark(s)] are trademarks of Metagenics, Inc. and are used with permission." Customer must also include on all pages that reflect Metagenics products on Customer's Web site a statement substantially as follows: "This site is not owned or operated by Metagenics, Inc."

Any use of the Trademarks by Customer in accordance with this Policy shall inure to the benefit of Metagenics. The Trademarks are solely and exclusively the property of Metagenics. Customer shall not have any ownership right, title, or interest, express or implied, in the Trademarks. Customer shall not use the Trademarks except in a form, context, and location that is acceptable to Metagenics. Metagenics may review Customer's Web site at any time and reserves the right to require Customer to make changes to it based upon use of any intellectual property owned or controlled by Metagenics, even if Metagenics has previously approved or accepted Customer's Web site or the material displayed thereon. Metagenics may require Customer to make changes to Customer's Web site at any time to the extent Customer is using the Trademarks in a manner that violates applicable FDA or FTC regulations, any other applicable laws or regulations, or Metagenics policies.

Customer may not use Metagenics product names, trademarks or copyrights as part of a URL (Universal Resource Locator), secondary level domain name, meta-tags, key words or file names.

Private Label Customers

This policy is not intended to replace or supersede the Metagenics Private Label Agreement.

Disease Claims

Disease claims are not permitted in reference to Metagenics dietary supplement or functional food products. We will permit, until further notice, our products to be two or more clicks (web pages) away from these claims. Only claims that appear on the Metagenics product label or on-line catalog may be used in reference to our products on your website. Medical foods may be associated only with the approved disease claims that appear on the product label and on-line catalog. Metagenics may review Customer's Web site at any time and reserves the right to require Customer to make changes to it based upon use of any intellectual property owned or controlled by Metagenics in association with any disease claims, even if Metagenics has previously approved or accepted Customer's Web site or the material displayed thereon. Metagenics may require Customer to make changes to Customer's Web site at any time to the extent Customer is using the Trademarks in a manner that violates applicable FDA or FTC regulations, any other applicable laws or regulations, or Metagenics policies.

Logos

The Metagenics logo may be used only in the special form supplied by Metagenics for use on the Internet; neither the file name nor the name of the image may be changed or modified from the original form supplied by Metagenics. It may be accompanied by a statement indicating "I (We) proudly offer [insert Metagenics Company Logo] products." No other statements may be affiliated with use of the logo.

Miscellaneous

Metagenics may, in its sole discretion, revise or eliminate this Policy at any time. Metagenics may also terminate Customer's non-exclusive, limited license to use the Trademarks at any time in its sole discretion upon written notice.

Any failure or delay by Metagenics in enforcing any provisions of this Policy or any of Metagenics 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 Metagenics from enforcing the same at a later date.

Violations of Policy

All Customers who violate this Policy will receive ten (10) days' advance written notice from Metagenics that they are in violation of the Policy and therefore will no longer be able to purchase the Products after the end of the ten (10) day notice period. After the notice period, Customer will no longer be able to purchase the Products and Customer will no longer be authorized to use the Trademarks on Customer's Web site or in any other manner on the Internet. After the notice period, Customer will be required to immediately cease all use of the Trademarks on Customer's Web site or in any other manner on the Internet. Customers that correct their Web site to bring it into compliance with this Policy should promptly notify Metagenics. Metagenics will then review Customer's Web site. If Metagenics determines Customer has brought his or her site into compliance with this Policy, Customer's account will be reactivated so Customer may purchase the Products and use the Trademarks on Customer's Web site in accordance with this Policy. Metagenics has adopted zero-tolerance approach to this policy. Customer acknowledges that upon any subsequent breach of any provision of this Agreement, Metagenics may terminate Customer's account without notice. Once Customer has fallen out of compliance with this policy in any way and has received any written notice from Metagenics, then upon any subsequent breach Metagenics reserves the right to immediately terminate the Customer and require subscription to Meta-eHealth.com in order to continue/maintain any relationship with Customer. In the event that Customer desires to sell Metagenics' products to Customer's patients on the Internet subsequent to termination, then Customer shall be required to subscribe to Meta-eHealth.com. Customer will solely be responsible for all Meta-eHealth.com fees and for the merchant account.

Metagenics' Copyright Policy & Disclaimer

Thank you for visiting Metagenics' Web site. The content, arrangement and layout of this site, including, but not limited to, the trademarks and text, are proprietary to Metagenics, and should not be copied, imitated, reproduced, displayed, distributed, or transmitted without the express permission of Metagenics. Any unauthorized use of the content, arrangement or layout of the site, or the trademarks found in the site may violate civil or criminal laws, including, but not limited to, copyright and trademark laws.

The information provided in this web site may not be construed as medical advice. It is merely for educational purposes and its accuracy is not guaranteed. Please consult with your physician or other medical care provider regarding any healthcare questions you may have.

INFORMATION ON THIS WEB SITE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Metagenics' Customer Policy

To ensure proper use of Metagenics' high quality nutriceuticals, we only sell to licensed healthcare professionals. If you would like to become part of our family of customers, the applications in this section can be printed, filled out and faxed to our Customer Service Department. If you are in the territory of one of our three United States regional distributors, your information will be forwarded to your distributor.

If you are not a healthcare professional, we would be happy to provide you with the names and contact information of several practitioners in your area. If you are a practitioner and would like to be added to our referral list, please contact our office or that of your distributor.

Metagenics' Vendor Policy

Terms and Conditions

1. Acceptance. This order is Metagenics' offer to purchase from vendor the goods and/or services described on the reverse hereof. This order is conditioned upon Vendor's acceptance of all terms and conditions contained in or attached to this order. Any changes or additions to the terms or conditions in any oral or written communication shall not be effective or binding, nor shall it change the terms or conditions of the Purchase Order, unless agreed to in writing and signed by Metagenics.
   • Partial Acceptance. Partial acceptance shall not be deemed a consent to a change or addition to this Purchase Order, unless such changes have been reduced to a writing signed by Metagenics.
   • Objection. Ten (10) days after the date on this Purchase Order, if changes or objections have not been made, it shall be deemed that the Vendor has accepted all terms and conditions.
   • Proper Identification. All invoices, packages, shipping notices and other written documents shall contain the Purchase Order number.
2. Shipping. Unless otherwise stated in writing on this Purchase Order, goods shall be shipped F.O.B. Destination via the cheapest common carrier, prepaid and uninsured. Vendor shall bear all risk of loss, injury, or destruction of goods, until acceptance thereof by Metagenics, except loss or injury caused by Metagenics' own actions.
3. Price and Payment. Price shall be the amount stated on this Purchase Order, or in the event that none is stated, the last written quote, or the last amount billed for identical goods, whichever is lower, or if none, the prevailing market price. Determination of cash discounts shall be based upon the date of acceptance of goods, or receipt of a correct invoice, whichever is later. Payment shall be remitted by Metagenics by the U.S. Mail. Vendor shall be responsible to pay all taxes arising out of the sale of goods and services to Metagenics, except that Metagenics shall pay any sales and use taxes from which it is not exempt, which are typically charged to a buyer under the circumstances.
4. Quality Standards. Metagenics requires the highest standards of quality and performance for its products. The goods being purchased must meet standards required by Metagenics.
   • Inspection. Metagenics may perform quality control inspection upon the products at Vendor's business location, to the extent practicable, at all times.
   • Manuals. Vendors shall furnish to Metagenics at its request any quality control manuals, certificates, chemical analysis certifications, or other certificates reasonably required by Metagenics. Vendor's quality control systems shall be followed.
   • Current Good Manufacturing Practices (CGMP). CGMP shall be adhered to by Vendor in all respects pertinent to the manufacture and shipment of the goods specified on the reverse hereof.
5. Warranties. The goods shipped shall be subject to the following warranties in addition to any and all other warranties provided by law, or otherwise made by vendor.
   1. Title. Vendor shall deliver goods free and clear of all liens, encumbrances, or claims of others.
   2. Fitness for Use. Vendor is aware of the use to be made of the goods, and the goods are fit for particular use.
   3. Merchantability. The goods are of merchantable quality.
   4. Specification. The goods shall be manufactured or were manufactured pursuant to specifications and under strict quality control standards of Vendor in accordance with CGMP.
   5. Patent and Trademark. Actions by the Vendor in performance of this Purchase Order do not infringe upon patents of trademarks.
   6. Non-Limitations. Nothing herein is intended to limit Metagenics' right to damages, as a result of any defect or breach or warranty.
6. Rejection and Cancellation. All goods shall be subject to Metagenics' Inspection and acceptance. Goods rejected by Metagenics shall be held, transported, or stored at Vendor's expense which shall be promptly reimbursed by Vendor. Metagenics may cancel the remainder of any order after a partial nonconforming shipment has been received. Metagenics may also cancel any order at any time before partial completion is made by Vendor. Seventy-two (72) hours shall be a reasonable time to inspect for patent defects. Latent defects shall be determined after reasonable time for inspection and testing.
7. Privacy. No publicity or advertising shall contain reference to Metagenics, unless Metagenics has consented in writing.
8. Disclosure and Ownership. All product specifications supplied to Vendor shall be the property of Metagenics, Vendor shall not release data, specifications, formulations, or other information to any third party, shall treat the same as a trade secret, and shall take necessary steps to protect the trade secrets of Metagenics.
9. Time is of the Essence. Delivery time is of the essence of this contract. Failure to deliver in a timely manner shall be grounds for cancellation and may entitle Metagenics to such damages as are incurred as a result thereof.
10. Default. In the event of default, the Parties shall have all rights and remedies set forth by the Uniform Commercial Code as adopted by the State of California, which shall not be deemed to limit the rights to cancel, in whole or part, and procure goods from an alternate source, seek damages therefore, and the default shall not excuse delivery of the remainder of any part of this Purchase Order, without notice by non-defaulting Party.
11. Waiver. Metagenics' waiver of any breach or failure of terms of this Purchase Order shall not in any way, effect, limit, or waive Metagenics' right thereafter to enforce and compel strict compliance with every term, condition and specification for the remainder of this Purchase Order or other purchase orders.
12. Governing Law and Attorneys' Fees. The laws of the State of California shall govern this Purchase Order. Venue for any action brought hereunder shall be in the County of Orange. In the event of action to enforce any term, condition or covenant or to recover damages arising from breach, the prevailing party shall be entitled to recover reasonable attorney' fees.
13. Compliance with Law. Unless excepted by law, Vendor certifies that it has complied with all governmental regulations, with Equal Pay Act, Age Discrimination Employment Act, all Executive Orders, Equal Employment Opportunity provisions, non-segregated facilities and affirmative action. Vendor has also complied with all applicable FDA regulations, if any. Certification of conformance shall be given upon request by Metagenics.
14. Entire Agreement. The terms of this Purchase Order constitutes the entire agreement of the Parties. It is not assignable and may not be changed or amended without written consent of Metagenics.