Terms of service

RESELL RIGHTS TERMS OF AGREEMENT

Updated 3/16/26

RESELL RIGHTS TERMS OF AGREEMENT

This resell rights license agreement (the “Agreement”) is between Nutrition Management Solutions LLC DBA Private Labels Diets, a Pennsylvania limited liability company (“Licensor”) and you the buyer (“Licensee”).

RECITALS

WHEREAS, Licensor is in the business of providing private label diet plan content and graphic design services to Licensee; and

WHEREAS, the Licensee desires to obtain private label diet plan content and graphic design services from Licensor; and

WHEREAS, Licensor desires to provide private label diet plan content and graphic design services to the Licensee pursuant to this agreement.

THEREFORE, in consideration of the mutual promises contained in this Agreement, Licensor and the Licensee (collectively “Parties”) agree as follows:

1. PRODUCTS COVERED BY THIS LICENSE

Product Name: Nutrient Repletion Diet Plans, Nutrition Guides, Cooking Videos, Meal Plans, & Food Journals

Product Type: eBook PDFs, MP4 Videos, & Online Quizzes

Description: The Licensor has developed a distinct dietary system which features a nutrient-focused way of eating that includes eBooks, Guides, Quizzes, and Videos. Licensor is providing Licensee with unbranded and optional Licensee branded versions of these eBooks and Videos to use for their end customers’ personal use only.

All intellectual property associated with the Product remains the property of the Licensor.

2. GRANT OF LICENSE

Subject to the terms of this Agreement, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, revocable license to market and resell the Product. Nothing contained in this Agreement shall prevent Licensor or its affiliates from developing licensed nutrition content under other Licensors’ clients brand names using the same or similar content.

The Licensee is permitted to:

Sell the Product to end consumer customers only for personal use
Retain profits generated from sales
Share the Product for free
Promote the Product through lawful marketing channels
Bundle the Product with other offers

This license does not grant ownership of the Product or its intellectual property.

3. LICENSE RESTRICTIONS

Unless expressly authorized in writing by the Licensor, the Licensee agrees that they shall NOT:

Claim authorship, ownership, or original creation of the Product
Transfer, sublicense, distribute, or sell resell rights to third parties
Modify, edit, rebrand, or alter the Product content or design
Sell or share the Product to other businesses
Sell or share the Product on auction sites, freebie sites, file-sharing platforms, or 3rd party online ecommerce platforms
Use the Product in any unlawful, deceptive, or misleading manner
Make medical or fraudulent claims
Sell the Product on platforms that prohibit resale rights products.
Copy, replicate, trademark, patent, or copyright the content or materials of the Product

Violation of these restrictions constitutes material breach of this Agreement. If it becomes advisable at any time in Licensor’s sole discretion for Licensee to modify or discontinue use of any Product, Licensee agrees to comply with Licensors’ directions to modify or otherwise discontinue the use of such Product within 7 days after notice from Licensor.

4. INTELLECTUAL PROPERTY RIGHTS

All copyrights, trademarks, trade secrets, and intellectual property rights related to the Product remain solely owned by the Licensor. The Licensee receives no ownership interest in the Product. Unauthorized reproduction, distribution, or modification of the Product constitutes copyright infringement and may result in legal action.

5. CONFIDENTIALITY

5.1 “Confidential Information” shall mean and include information, data and documents and any modifications, revisions, additions, and supplements thereto, and any information related thereto, whether in written, oral, graphic, photographic, electronic, computerized, or other forms, disclosed by the party disclosing such Confidential Information (the “Disclosing Party”) to the party receiving such Confidential Information (the “Receiving Party”) relating to (a) the Recommended Products, specifications, discounts, pricing, sales, marketing, advertising, distribution, customers, suppliers, business operations and strategies, intellectual property, and (b) the terms and subject matter of any agreement between the parties, including without limitation, this Agreement. Confidential Information shall not include information that: (i) is in or enters the public domain through no improper action or inaction by the Receiving Party, or (ii) was in the Receiving Party’s possession or that of any of its Representatives (as defined hereinafter) or known by the Receiving Party or any of its Representatives prior to receipt from the Disclosing Party, or (iii) is rightfully disclosed to the Receiving Party or any of its Representatives by a third party, or (iv) is approved for disclosure in writing by the Disclosing Party for release by the Receiving Party or (v) is developed by the Receiving Party or any of its Representatives without reference to the Confidential Information, or (vi) is required to be disclosed by the Receiving Party in compliance with applicable laws or court order, provided the Receiving Party, to the extent legally permitted, notifies the Disclosing Party prior to such disclosure and reasonably cooperates with the Disclosing Party, at the Disclosing Party’s cost and expense, in the event the Disclosing Party elects to legally contest and avoid such disclosure.

5.2 The Receiving Party shall not distribute, disseminate, convey, publish or disclose, directly or indirectly, in any form or through any medium, the Confidential Information to any person or entity except to those employees, agents, representatives, affiliates, consultants and advisors (collectively, “Representatives”) of the Receiving Party who need to know such Confidential Information to enable the Receiving Party to perform its obligations under this Agreement. Each such disclosure shall be made with the understanding that it is subject to the terms and conditions of this Agreement, and that the parties to whom each such disclosure is made shall be bound by this Agreement. The Receiving Party shall be responsible for the unauthorized disclosure of the Disclosing Party’s Confidential Information by the Receiving Party’s Representatives. Any authorized disclosure shall be made for the sole purpose of, and will be used solely for, the performance of the Receiving Party’s obligations under this Agreement.

6. TERMINATION

6.1. Term. This agreement is for ten years and continues in perpetuity until Licensor or Licensee terminates the agreement. A 90-day written notice from either party is required prior to the end of the term of this agreement to discontinue the license agreement.

6.2 Termination without Cause. Licensor may terminate this Agreement, at any time without cause and without payment of any termination fee or penalty, by providing seven (7) days prior written notice to Licensee.

6.3 Obligations Upon Termination or Expiration. Upon termination or expiration of the agreement, Licensee agrees to stop using the Product. Licensee shall not include in any advertisement or other public representation any reference to Licensed Product. Licensee shall return to Licensor all the licensed Products; provided that Licensor shall have the option to direct Licensee to destroy all or a specified portion of such licensed Product.

6.4 Survival. All provisions regarding indemnification, liability, confidentiality, grant of license use, license restrictions, governing law, intellectual property, and business interference shall survive the termination of this agreement

7. BUSINESS INTERFERENCE

Licensee agrees not to solicit or hire, during the Term or for a period of twelve (12) months after the termination date of this Agreement, any person or entity utilized by Licensor or their affiliated businesses without Licensor’s consent, which may be withheld in its discretion for any reason.

8. INDEMNIFICATION, LIMITATION OF LIABILITY, & DISPUTES

8.1 Indemnification by Licensee. Licensee will indemnify and hold harmless Licensor from and against any and all third party claims, suits, actions, demands and proceedings against Licensor and its affiliates and its and their officers, directors, employees, agents and representatives and all losses, costs and liabilities related thereto arising out of or related to (i) any breach of any representation, warranty, covenant or other obligation under this Agreement, (ii) to the extent that Services are being performed by Licensee in a manner that differs materially from the manner in which Services were being performed prior to the Effective Date, an allegation that any item, material and other deliverable delivered by Licensee under this Agreement infringes any intellectual property rights or publicity rights of a third-party, or (iii) any gross negligence or willful misconduct of Licensee.

8.2 Limitation of Liability. LICENSEE EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSOR AND THEIR AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE THE PRODUCT; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL IN THE PRODUCT, (C) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THIS SYSTEM APPLICATION; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OUR SYSTEM APPLICATION; OR (F) ANY OTHER MATTER RELATING TO OUR PRODUCT. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED TWENTY-FIVE DOLLARS $25, IF ANY, FOR USING OUR PRODUCT OR SYSTEM APPLICATION. IF YOU ARE DISSATISFIED WITH ANY PORTION OF OUR PRODUCT, OR WITH ANY OF THESE TERMS & CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS PRODUCT AND TERMINATION OF LICENSING AGREEMENT. IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

8.3 Arbitration. All disputes and claims between Licensor and Licensee, including but not limited to all disputes relating to any provision of this Agreement, to any specification, standard, operating procedure or other obligation of Licensee or its agents or the breach thereof (including, without limitation, any claim that this Agreement, any provision thereof, any specification, standard, operating procedure or any other obligation of Licensee or Licensor is illegal, unenforceable or voidable under any law, ordinance or ruling) shall be settled by binding arbitration administered by the American Arbitration Association pursuant to its Commercial Arbitration Rules. Arbitration will be held in accordance with the United States Arbitration Act (9 U.S.C. § 1 et seq.). The arbitration shall be held in the county in which Licensor’s headquarters is located at the time the arbitration is initiated. Licensor and Licensee acknowledge that judgment upon an arbitration award may be entered in any court of competent jurisdiction.

8.4 Waiver of Jury Trial. TO THE EXTENT EITHER PARTY IS PERMITTED TO ENFORCE THIS AGREEMENT BY JUDICIAL PROCESS AND ELECTS TO DO SO, EACH OF THE PARTIES WAIVES ITS RIGHT TO A TRIAL BY JURY. THIS WAIVER SHALL APPLY TO ALL CAUSES OF ACTION THAT ARE OR MIGHT BE INCLUDED IN SUCH ACTION INCLUDING, BUT NOT LIMITED TO, CLAIMS RELATED WITH RESPECT TO THE ENFORCEMENT OR INTERPRETATION OF THIS AGREEMENT, ALLEGATIONS OF STATE OR FEDERAL STATUTORY VIOLATIONS, FRAUD, MISREPRESENTATION, OR SIMILAR CAUSES OF ACTION, AND IN CONNECTION WITH ANY LEGAL ACTION INITIATED FOR THE RECOVERY OF DAMAGES BETWEEN LICENSOR AND LICENSEE (INCLUDING ANY OWNERS OR GUARANTORS, IF APPLICABLE, AND INCLUDING ACTIONS INVOLVING AFFILIATES, OFFICERS, EMPLOYEES OR AGENTS OF LICENSOR OR LICENSEE) FOR BREACH OF THIS AGREEMENT.

9. SEVERABILITY

The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement. This Agreement shall be interpreted in all respects as if such invalid or unenforceable provisions were omitted.

10. GOVERNING LAW

The validity, construction, enforcement, and interpretation of this Agreement shall be governed by the substantive laws of the Commonwealth of Pennsylvania, without application of that state’s conflicts of law principles, and the United States of America. Any action, suit, or proceeding with respect to this Agreement shall be brought in the courts of the State of Pennsylvania in Westmoreland County, or in the United States courts located within the Commonwealth of Pennsylvania and in Westmoreland County, and each of the parties agrees to submit to the jurisdiction of such courts for the purpose of any such suit, action or proceeding, and each of the parties to this Agreement hereby irrevocably waives any objections which such party now or hereafter may have to the institution of any suit, action, or proceeding arising out of or relating to this Agreement in a state or federal court located within the Commonwealth of Pennsylvania, and hereby further irrevocably waives any claim that such suit, action or proceeding in any such court has been brought in an inconvenient forum.

11. GENERAL PROVISIONS

11.1 Independent Contractor. It is understood and acknowledged that Services which Licensor will provide to Licensee hereunder shall be in the capacity of an independent contractor and not as an agent, employee, joint venturer, or partner of the Licensee. Licensor shall control the conditions, time, details and means by which Licensor performs Services. Both parties agree that they have no authority to commit, act for or on behalf of each other or to bind each other to any obligation or liability.

11.2 Assignment. Licensor may assign, transfer or delegate any or all of its rights or obligations under this Agreement.

11.3 Agreement. This Agreement supersedes any and all agreements, both oral and written, between the Parties with respect to the rendering of Services by Licensor for the Licensee. This Agreement contains all covenants and agreements between the Parties with respect to the rendering of these Services in any manner whatsoever. This Agreement is totally integrated.

11.4 Modifications. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.

11.5 Waiver. The failure of a party to this Agreement to insist upon or enforce strict performance of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver, renouncement or relinquishment to any extent of that party’s right to assert or rely upon that provision or right in that or any other instance, and that provision or right shall continue in full legal force and effect without waiver, renouncement or relinquishment. No waiver of any provision of this Agreement shall be binding unless in writing and signed by the party sought to be bound. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall any waiver constitute a continuing waiver, unless otherwise expressly provided.