Ray & Terry's Health Products, Inc.
Statement of Terms and Conditions

To ensure the integrity of the relationship between the Independent Distributor and Ray & Terry's Health Products, Inc., the following Terms and Conditions apply:

1. Ray & Terry's Health Products, Inc. (Ray & Terry's) sells and markets nutritional products to the consumer through the Internet and Independent Distributors. These terms and conditions are applicable to all Independent Distributors.

2. Independent Distributors may not sell, assign or otherwise transfer their Ray & Terry's account.

3. Independent Distributors must submit a new application if there is a change of business name or the formation of a partnership, corporation, or trust for tax, estate planning or limited liability purposes.

4. Independent Distributorship does not constitute a franchise or an exclusive distributorship. No fees have been or will be required to become an Independent Distributor. This agreement is not intended to create an employee - employee, agency, partnership or joint venture between any Independent Distributor and Ray & Terry's.

5. Independent Distributors are responsible for payment of all local, state, provincial and federal taxes and/ or licenses required for each Distributor's local situation.

6. Ray & Terry's offers Independent Distributors the opportunity to conduct business as corporate or partnership entities. Therefore, the actions of corporate shareholders, officers, directors, agents or employees and the actions of partnership partners, agents or employees which are in violation of Ray & Terry's policies, shall be attributable to the corporate or partnership entity.

7. Independent Distributors are not permitted to resell Ray & Terry's products to or through retail or Internet distribution channels, unless approved by Ray & Terry's.

8. Independent Distributors will not private label or change Ray & Terry's product labels or packaging in any manner.

9. Ray & Terry's is entitled to change product prices and availability at any time and without notice.

10. In order to receive wholesale pricing, Independent Distributors must purchase by product type in minimum quantities of (24) per SKU accompanied by a minimum total order of $500.

11. Ray & Terry's reserves the right to terminate any account at any time when it is determined that the Independent Distributor has violated Ray & Terry's Terms and Conditions and if terminated, will immediately cease representing themselves as a Ray & Terry's Independent Distributor.

12. Advertising:

  1. The Independent Distributor agrees to use only Ray & Terry's approved marketing materials in promoting Ray & Terry's products. Independent Distributor may not use Ray & Terry's name, logo or trademarks on the Internet or in any other advertising medium, without written permission.
  2. All Ray & Terry's materials, whether printed, electronic, on film or produced by sound recording, are copyrighted and may not be reproduced except as authorized by the company.
  3. The Independent Distributor will make no claims, written or verbal of product benefits beyond those personally experienced, those listed on product labels or those in Ray & Terry's literature. Independent Distributor may not make claims that Ray & Terry's products are useful in the treatment or cure of any disease, as this may violate U.S. FDA regulations.
  4. Independent Distributors may not be listed in any directory (print or Internet) under the name or trademarks of Ray & Terry's.

13. Independent Distributors will not present themselves as spokespersons for Ray & Terry's in any media, including but not limited to newspapers, radio, television, the Internet or any news or information service. Written permission is required from Ray and Terry's for all radio, television and Internet advertising.

14. All media inquires must be referred to Ray and Terry's to ensure accuracy and consistent public image.

15. Independent Distributors shall hold harmless Ray & Terry's from any claims, damages or liabilities arising out of the Independent Distributors business practices. An Independent Distributor has no authority to bind Ray & Terry's to any obligation.

16. Ray & Terry's retains the right to compliance with these terms and conditions, unless an officer of Ray & Terry's specifies in writing that Ray & Terry's waives any of these provisions. If a waiver is granted for a breach of terms, this permission does not extend to future breaches.

17. In the event that legal action is initiated by either party, the prevailing party is entitled to attorney's fees, costs and the disbursements as are deemed reasonable by the court. In the event of an appeal, the prevailing party is entitled to attorney's fees, costs and disbursements as deemed reasonable by the appellate court(s).

18. These terms and conditions are reasonably related to the laws of the state of Massachusetts and shall be governed in all respects thereby. The parties agree that jurisdiction and venue shall lie with the place of acceptance of the Independent Distributors Agreement and the state of Massachusetts.

19. Should any portion of these terms and conditions issued by Ray & Terry's be declared invalid by a court, the balance of the terms and conditions shall remain in full force and effect.