Gladiator Scholar Agreement

Gladiator Therapeutics™ develops, produces, and distributes far infrared technology (collectively “Products”) for distribution by healthcare professionals authorized by Gladiator Therapeutics and Carrick Institute.

1. Sale of Products: Products are to be dispensed only by a healthcare professional approved for an account with Gladiator Therapeutics (“Healthcare Professional”) in the context of his or her practice. The Healthcare Professional may only distribute Products to individuals: (a) who are under his or her direct supervision and care; and (b) for that individual’s personal consumption. Healthcare Professional agrees to not sell or distribute Products online in any manner to anyone who is not directly under his or her care and supervision. 
2. Channels of Trade: Healthcare Professional is authorized by Gladiator Therapeutics to offer and/or sell Products only in the following channels of trade:
           1. In-Office. All Products may be distributed in Healthcare Professional’s office.
           2. Online. Healthcare Professional’s internet distribution must comply with Sale of Products, as defined above, via the Healthcare Professional’s own website or an authorized online platform made available by Gladiator Therapeutics (“Authorized Online Sales”). Healthcare Professional’s website must have Healthcare Professional’s information readily identifiable on the website and be registered with Gladiator Therapeutics.
              3. In-Office-Only Products. Certain Products may be designated from time to time by Gladiator Therapeutics to be sold “in-office only” and may not be sold online by a Healthcare Professional.
3. Prohibited Channels: Healthcare Professional is not permitted to supply Products to third-party distributors, resellers, retailers, or those who act as patients in order to supply third-party distributors. Any offer to sell and/or sale of Products on any third-party website, e.g., Amazon.com or eBay.com, is prohibited. A third-party website is any website that is owned or operated by someone other than an authorized Healthcare Professional, an online platform authorized by Gladiator Therapeutics, or Gladiator Therapeutics’ website. Healthcare Professional must register on their Healthcare Professional account all website URLs he or she uses for Authorized Online Sales.  
4. Advertising: Healthcare Professional may promote Products on his or her own website or social media account only if such promotion is in the context of a healthcare plan made in consultation with the Healthcare practitioner. Healthcare Professional is not permitted to advertise Products in any public forums or general advertising medium, including the use of any third-party internet site or any other electronic medium or devices such as banner advertisements, pop-up advertisements, and sponsored searches (e.g., Google AdWords, Yahoo! Search Marketing, Bing Search Marketing).
5. Compliance/Claims about Products: Healthcare Professional must sell and administer the Products strictly in accordance with all applicable laws and regulatory requirements, and in accordance with the applicable standard of care. All claims about the Products must comply with applicable laws and regulations. For example, Products may never be claimed to be nor used as replacements for/alternatives to conventional medical treatment/approaches. Further, the Products may not be claimed nor used to delay the use of conventional medical treatment.
6. Pricing. Healthcare Professional shall not publicly identify, list or post any Product pricing, discounts, or referral codes on the internet. Healthcare Professional shall maintain all Product pricing and discounts behind a secure login or pass code system that is only accessible by those under the care and supervision of the practitioner.
7. No Modification: Healthcare Professional may not modify, alter, add-to, and/or change the Products’ packaging in any way.

8. Trademarks and Other Intellectual Property. Healthcare Professional shall not have the right to affix any of Gladiator Therapeutics’ trademarks to any product or material other than described in this policy. Healthcare Professional shall indicate Gladiator Therapeutics’ ownership of the trademarks by using the symbols ™ and ®, as appropriate, when displaying the trademarks. Healthcare Professional shall not use the trademarks in any manner that may be construed as a claim to ownership by Healthcare Professional.  =Healthcare Professional's use of the trademarks must be accompanied by a statement substantially as follows: "[Insert the trademark(s)] are trademarks of Gladiator Therapeutics, Inc. and are used with permission."

   Healthcare Professional may not use Gladiator Therapeutics product names, trademarks (or copyrighted material) on third-party-facilitated retail sites (e.g., Amazon.com, eBay.com). Healthcare Professional may not use any Gladiator Therapeutics product names, trademarks or copyrights as part of a URL (Universal Resource Locator), secondary level domain name, or file name. Healthcare Professional may not use Gladiator Therapeutics product names, trademarks or copyrights: (1) to purchase online advertising, as keywords or meta-tags for advertising purposes: (2) for any type of search engine optimization (SEO) strategy: (3) in any manner to cause search engine results to prioritize their website in an internet search over Gladiator Therapeutics’ websites; or (4) in a manner not visible to the website viewer but available to website crawlers and search engines.

   Healthcare Professional shall not use Gladiator Therapeutics’ trademarks or other intellectual property on his or her website except in a form, context, and location that is acceptable to Gladiator Therapeutics. Gladiator Therapeutics may review Healthcare Professional’s website at any time and reserves the right to require Healthcare Professional to make changes to it based upon use of any intellectual property owned or controlled by Gladiator Therapeutics, even if Gladiator Therapeutics has previously approved or accepted Healthcare Professional’s website or the material displayed thereon. Gladiator Therapeutics may require Healthcare Professionals to make changes to Healthcare Professional's website at any time to the extent Healthcare Professional is using Gladiator Therapeutics’ trademarks or other intellectual property in a manner that violates applicable FDA or FTC regulations, any other applicable laws or regulations, or Gladiator Therapeutics policies.

   All content included on Gladiator Therapeutics’ websites, including text, graphics, images, video clips, and audio clips, is the property of or licensed by Gladiator Therapeutics, Inc. or our associates, and protected by U.S. and international copyright laws. You may not use, copy, reproduce, distribute, publish, display, modify, create derivative words, transmit, or in any other way exploit any part of copyrighted material without express written permission from Gladiator Therapeutics.

   The Gladiator Therapeutics logo and other intellectual property may be used only in the special form supplied by Gladiator Therapeutics for use on Healthcare Professional-owned websites; neither the file name nor the name of the image may be changed or modified from the original form supplied by Gladiator Therapeutics.

   Any use of the trademarks by Healthcare Professional in accordance with this policy shall inure to the benefit of Gladiator Therapeutics. The trademarks are solely and exclusively the property of Gladiator Therapeutics. Healthcare Professional shall not have any ownership right, title, or interest, expressed or implied, in the trademarks.  Healthcare Professional shall immediately cease all use of Gladiator Therapeutics’ trademarks, copyrights, copyrighted material and any and all Gladiator Therapeutics’ upon termination of their account with Gladiator Therapeutics, or upon written notice from Gladiator Therapeutics.

   For permission to use Gladiator Therapeutics’ content please contact us at 610-215-2004.

9. Unauthorized Use of Account: Healthcare Professional is not permitted to share his or her account and is responsible for all orders placed through his or her account.  Healthcare Professional shall use reasonable commercial efforts to prevent unauthorized use of account. Healthcare Professional shall assist Gladiator Therapeutics in identifying unauthorized users of its account and in taking corrective actions that Gladiator Therapeutics deems appropriate in its sole and exclusive discretion.

10. Failure to Comply/Remedies: Gladiator Therapeutics reserves the right to close Healthcare Professional’s account at any time, with or without cause, and all outstanding amounts for products shipped will become immediately due and payable. Healthcare Professional’s failure to comply with this policy is a breach of contract and may result in immediate termination of Healthcare Professional’s right to purchase any Products. Furthermore, in the event Healthcare Professional fails to comply with the terms of this or any Gladiator Therapeutics policies, Gladiator Therapeutics may provide Healthcare Professional notice of such failure to comply, and Healthcare Professional shall have seven (7) days in which to cure. If, after such notice, Healthcare Professional fails to cure within seven (7) days, it is stipulated that upon any breach by Healthcare Professional, the amount of $200.00 per day shall serve as liquidated damages for each breach for so long as the breach continues.  Each breach with respect to each Product shall be considered a separate breach for purposes of this provision. If a Healthcare Professional supplies Products to a distributor, reseller or retailer in violation of this policy, in addition to other remedies available to Gladiator Therapeutics, sales by such reseller or distributor shall be attributed to and treated as if made by Healthcare Professional for purposes of calculating liquidated damages herein. The parties agree and recognize that the actual amount of damages resulting from Healthcare Professional’s breach is difficult or impossible to determine and that this liquidated damages provision shall be cumulative and therefore supplementary to any other remedy existing by law, equity, or statute.    

11. The purchaser agrees to indemnify and hold harmless the Carrick Institute and any of its affiliated companies, officers, shareholders, directors, partners, principals, agents, representatives, employees, executors, administrators, insurers and insurers' current and former agents, instructors, and doctors from any and all claims, demands, actions, causes of action and/or suits (including reasonable attorney’s fees and court costs) for injuries or damages sustained by the purchaser.

12. The purchaser assumes all risks associated with the implementation of the product. The purchaser acknowledges that the Carrick Institute makes no express or implied warranties as to the safety of any of the product The purchaser agrees to indemnify and hold harmless the Carrick Institute and any of its affiliated companies, officers, shareholders, directors, partners, principals, agents, representatives, employees, executors, administrators, insurers and insurers' current and former agents, instructors, and doctors from any and all claims, demands, actions, causes of action.
    
    Gladiator Therapeutics reserves the right to revise this policy at any time at its sole discretion. Gladiator Therapeutics reserves the right not to sell or supply any Products to any healthcare professional that is found to be selling Products in violation of this policy.  Any failure or delay by Gladiator Therapeutics in enforcing any provisions of this policy or any of Gladiator Therapeutics' rights shall in no way be considered a waiver of such provisions or rights and shall in no way prevent Gladiator Therapeutics from enforcing the same at a later date.