Partner Agreement
Version 1.0 · Effective upon execution
This Partner Agreement ("Agreement") is entered into as of the date of execution ("Effective Date") by and between:
Plug and Play Peptides, LLC, a Montana Limited Liability Company, with its principal place of business at 1001 S Main St, Suite 12636, Kalispell, MT 59901 ("Company"); and
Partner, as identified in the Partner Application and onboarding documentation submitted by Partner and accepted by Company ("Partner").
Company and Partner are each referred to herein individually as a "Party" and collectively as the "Parties."
1. Services Provided by Company
Subject to the terms of this Agreement and Partner's selection of a service package, Company will provide Partner with access to the Plug and Play Peptides white-label platform, which may include the following depending on the package selected:
- White-label brand setup and configuration
- Access to Company's physician network and telehealth infrastructure
- Compounding pharmacy fulfillment coordination
- Patient intake and HIPAA-compliant CRM tools
- Marketing platform access and CMO Suite tools (where included)
- Ongoing platform support and account management
The specific services included in Partner's engagement are determined by the package selected at the time of application and confirmed in writing by Company. Company reserves the right to modify or update the platform and services with reasonable notice to Partner.
2. Partner Obligations
Partner agrees to:
- Provide accurate and complete information during the application and onboarding process
- Promote Partner's brand and services in compliance with all applicable federal, state, and local laws and regulations
- Not make any medical claims, prescribe treatments, or practice medicine in connection with the use of the platform
- Not misrepresent Company's services, the platform, or any products dispensed through the pharmacy network
- Maintain confidentiality of all proprietary information, systems, pricing, and processes disclosed by Company
- Pay all fees as set forth in Section 3 on time and in full
- Promptly notify Company of any customer complaints, legal inquiries, or regulatory contacts related to Partner's brand
3. Fees and Payment
Partner agrees to pay Company the fees associated with the selected service package as communicated during the onboarding process and confirmed in Partner's onboarding documentation. Fees may include:
- Setup / Onboarding Fee: A one-time fee due upon execution of this Agreement. This fee is non-refundable once onboarding has commenced.
- Monthly Platform Fee: A recurring monthly fee billed in advance for the upcoming service period, as specified in Partner's selected package.
- Revenue Share / Transaction Fees: Where applicable, a percentage of gross revenue generated through the platform, as specified in the package documentation.
All fees are due upon invoice or as otherwise specified. Company reserves the right to suspend platform access for any past-due balance exceeding 7 days. Fees are subject to change with 30 days' written notice to Partner.
4. Term and Termination
Term: This Agreement begins on the Effective Date and continues on a month-to-month basis unless otherwise specified in Partner's package documentation.
Termination by Partner: Partner may terminate this Agreement by providing written notice to Company at least 5 business days prior to the next billing date. Termination does not entitle Partner to a refund of any fees already paid. See Company's Refund & Cancellation Policy at plugandplaypeptides.com/refund.
Termination by Company: Company may terminate this Agreement immediately, with written notice, if Partner:
- Violates any provision of this Agreement
- Engages in fraudulent, deceptive, or illegal conduct
- Makes unauthorized medical or health claims in connection with their brand
- Fails to pay any fees when due after a 7-day cure period
- Takes any action that, in Company's reasonable judgment, poses a legal, regulatory, or reputational risk to Company
Upon termination, Partner's access to the platform will be suspended immediately, and any outstanding fees remain due and payable.
5. Intellectual Property
Company IP: All platform technology, systems, processes, content, and infrastructure provided by Company remain the sole and exclusive property of Company. Partner receives a limited, non-exclusive, non-transferable license to use the platform solely for the purpose of operating Partner's brand during the term of this Agreement.
Partner Brand: Partner retains ownership of their brand name, logo, and any creative assets Partner independently creates. Partner grants Company a limited license to use Partner's brand assets solely as necessary to set up and operate Partner's platform account.
Upon termination of this Agreement, all licenses granted herein terminate immediately.
6. Confidentiality
Each Party agrees to keep confidential all non-public, proprietary, or sensitive information disclosed by the other Party in connection with this Agreement ("Confidential Information"), and to use such information only for purposes of performing obligations under this Agreement. This obligation survives termination for a period of 2 years. Confidential Information does not include information that is publicly available, independently developed, or disclosed with prior written consent.
7. Compliance
Partner acknowledges that Company's platform operates within a regulated industry. Partner agrees to:
- Comply with all applicable federal and state laws governing advertising, marketing, and consumer protection
- Follow all FTC guidelines regarding endorsements, testimonials, and advertising disclosures
- Not make any claims about products dispensed through the platform that are not supported by clinical evidence or that violate FDA guidelines
- Cooperate with Company in any compliance audit or review
8. Disclaimers and Limitation of Liability
Company provides platform and business services only. Company does not practice medicine, does not prescribe treatment, and is not responsible for clinical decisions made by independent licensed physicians in the physician network.
THE PLATFORM IS PROVIDED "AS IS." COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING PLATFORM UPTIME, REVENUE OUTCOMES, OR PATIENT ACQUISITION RESULTS.
IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY PARTNER IN THE THREE (3) MONTHS PRECEDING THE CLAIM.
9. Indemnification
Partner agrees to indemnify, defend, and hold harmless Company and its members, managers, employees, and agents from any claims, losses, damages, or expenses (including reasonable attorneys' fees) arising from: (a) Partner's breach of this Agreement; (b) Partner's marketing or advertising activities; (c) Partner's violation of any law or third-party rights; or (d) any claim by a patient or customer arising from Partner's conduct.
10. Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the State of Montana without regard to conflict of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration in Flathead County, Montana, under the rules of the American Arbitration Association. The prevailing party shall be entitled to recover reasonable attorneys' fees. Notwithstanding the foregoing, either Party may seek emergency injunctive relief from a court of competent jurisdiction.
11. General Provisions
- Entire Agreement: This Agreement, together with Partner's package documentation and any executed addenda, constitutes the entire agreement between the Parties and supersedes all prior discussions.
- Amendments: Company may amend this Agreement with 30 days' written notice. Continued use of the platform after that period constitutes acceptance.
- Severability: If any provision is found unenforceable, the remaining provisions continue in full force.
- No Waiver: Failure to enforce any provision shall not constitute a waiver of future enforcement.
- Independent Contractors: The Parties are independent contractors. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship.
- Notices: All formal notices must be in writing and sent to the addresses on file for each Party. Email to help@plugandplaypeptides.com constitutes valid notice to Company.
12. Execution
By executing this Agreement (electronically or in writing), Partner acknowledges that they have read, understood, and agree to be bound by its terms.
Plug and Play Peptides, LLC
Authorized Signatory
1001 S Main St, Suite 12636
Kalispell, MT 59901
415-619-7661
help@plugandplaypeptides.com
Partner
Partner Name / Business Name
Date