Authorized Online Provider Terms and Conditions

The Resmed Corp. Authorized Online Provider Terms and Conditions (“Online Provider Terms“) are issued by Resmed Corp. (“Resmed“) and apply to authorized providers who have been approved to market for sale and sell Resmed products (“Products“) online in the United States. By accepting authorization to sell Products online, you (“Provider“) agree to adhere to the following terms. These Terms are available to download and are subject to change without notice.

1. Terms Governing the Sale of Resmed Products Online
2. Authorization of Online Sales
3. Operation of the Authorized Websites
4. Sale of Prescription Products through the Authorized Websites
5. Intellectual Property
6. Termination
7. Additional Terms

1. Terms Governing the Sale of Resmed Products Online. The Online Provider Terms supplement, amend, and are deemed incorporated into the Resmed Corp. Authorized Distributor Policy for the United States and Resmed Corp. Authorized Provider Policy for the United States, as applicable to Provider (the “Resmed Policies“). Provider affirms its agreement to adhere to the currently effective Resmed Policies. Except as supplemented or amended by the Online Provider Terms, the Resmed Policies remain unchanged and in full force and effect as written.
2. Authorization of Online Sales.
   1. Provider shall market for sale and sell Products solely at the website(s) and/or mobile application(s) identified as approved by Resmed in the Authorized Online Provider Letter sent by Resmed to Provider (the “Authorized Websites“). Provider shall not market for sale or sell Products on or through any other website, online marketplace, mobile application, or other online forum. At Resmed’s request, Provider will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Authorized Websites.
   2. Provider shall market for sale and sell Products on the Authorized Websites only through the sales method (“Patient-login Sales” or “Public Sales”) identified as approved by Resmed in the Online Provider Authorization Letter sent by Resmed to Provider.
      1. Patient-login Sales. If approved for Patient-login Sales, Provider shall only market for sale and sell Products to patients who have established an account on the
         Authorized Website. While Provider may advertise that it carries Resmed Products and display Product descriptions and images on publicly accessible pages of the Authorized Website,
         Product pricing information shall not be viewable except by patients who are logged in to their accounts. The Authorized Website shall not permit transactions for Products other than
         with patients who have established an account and logged in.
      2. Public Sales. If approved for Public Sales, Provider may market for sale (including by displaying Product descriptions, images, and pricing information) and sell Products through publicly accessible pages of the Authorized Website.
   3. Provider must not offer Products for rent on the Authorized Websites unless expressly authorized in writing by Resmed.
3. Operation of the Authorized Websites.
   1. The Authorized Websites must be confined to the specific approved domain name(s).
   2. The Authorized Websites must not give the appearance that they are operated by Resmed or any party other than Provider.
   3. Anonymous sales are prohibited. Provider’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Authorized Resmed Corp. Authorized Online Provider Terms and Conditions Websites and must be included with any shipment of Products from the Authorized Websites or in an order confirmation email sent at the time of purchase.
   4. The Authorized Websites must clearly set forth Provider’s service policy, including procedures for handling warranties and returns, customer service number(s), and a street address for customer service and shipping returns.
   5. The Authorized Websites shall have a mechanism for receiving patient feedback, and Provider shall use reasonable efforts to address all patient feedback and inquiries received in a timely manner. Provider agrees to provide copies of any information related to patient feedback (including any responses to patients) to Resmed for review upon request. Provider agrees to cooperate with Resmed in the investigation of any negative online review associated with Provider’s sale of the Products and to use reasonable efforts to resolve any such reviews. Provider shall maintain all records related to patient feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require Provider to disclose identifying information about its patient customers to Resmed.
   6. The Authorized Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations and industry standards.
   7. Provider shall be responsible for all fulfillment to patients who order Products through Authorized Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
   8. Provider shall not utilize Resmed’s Mask Guarantee Program to fund Provider’s own mask assurance program.
   9. Provider shall order product for their online sales channel through a designated Ship To account to maintain a system to track its sales of Products through the Authorized Websites. Upon request by Resmed, Provider shall provide to Resmed quarterly sales-out data reports (“Sales Data Reports“) on all online transactions related to its sales of Resmed Products. Such Sales Data Reports shall be in a form and format reasonably approved by Resmed. Provider shall submit such Sales Data Reports to Resmed at internetsales@resmed.com, and Resmed shall maintain such data in confidence. Other reports may be requested by Resmed on an as-needed basis.
4. Sale of Prescription Products through the Authorized Websites. To the extent any prescription Products are offered for sale on the Authorized Websites, the following additional requirements apply:
   1. The Authorized Websites must explicitly set forth that a prescription is required for purchase of any prescription Products.
   2. For any order placed through the Authorized Websites, Provider must verify the authorization of the licensed health care provider as set forth in this Section.
   3. The verification process of the authorization of the licensed health care provider must include, at a minimum: (i) confirming the name, address, and contact information of the licensed health care provider; (ii) confirming the patient name, address, and specific prescription Product(s) authorized by the licensed health care provider; (iii) confirming the date of authorization by the licensed health care provider; and (iv) obtaining and recording the authorization of the licensed health care provider via written form (e.g., mail, electronic mail, facsimile), recorded telephone conversation (accessible on a per call basis, matched to the transaction), and/or electronic prescription/health record application, all as required or permitted by federal and/or state law.
   4. Provider must employ one or more individuals with the appropriate licenses/qualifications required for sales of prescription Products who oversee compliance with the verification process and associated recordkeeping.
   5. Provider must comply with all federal, state and local laws or regulations related to registration, certification or licensure requirements, which enable a seller to provide durable medical equipment, if applicable to Provider’s sale of Resmed Products.
   6. Provider is responsible for ensuring that patient records are maintained and retrievable.
5. Intellectual Property.
   1. The limited, non-exclusive, non-transferable, revocable license granted to Provider in the Resmed Policies to use the Resmed IP (as defined in the Resmed Policies) is hereby amended to authorize use of the Resmed IP on the Authorized Websites, subject to the additional quality controls contained herein. Provider acknowledges that it owns no right, title, or interest in any of the Resmed IP except as granted in the Resmed Policies or herein.
   2. In marketing the Products on the Authorized Websites, Provider shall only use Product images, descriptions, and other content/assets either supplied by or approved by Resmed. Provider shall ensure that all Product images and descriptions are accurate and up-to-date. The use of inaccurate or unapproved content/assets in marketing the Products may result in termination of Provider’s authorization to market and sell Products online.
6. Termination. Resmed, in its sole and absolute discretion, may terminate its authorization for Provider to market and sell Products at one or all of the Authorized Websites at any time. Unless otherwise agreed to by Resmed and Provider, Provider must cease all such marketing and sales on the applicable Authorized Website(s) immediately upon receiving notice of such termination. Upon termination of approval to market and sell Products at one or more Authorized Websites, Provider’s authorization to use Resmed IP on such website(s) shall be revoked. On termination of Provider’s status as an Authorized Distributor or Authorized Provider pursuant to the Resmed Policies, Provider’s authorization to market for sale and sell Products on the Authorized Websites shall also terminate automatically, and Provider shall immediately cease all marketing and sales of Products on the Authorized Websites.
7. Additional Terms.
   1. Indemnification. Except as otherwise provided herein, Provider shall, and hereby does, indemnify, defend, save and hold harmless Resmed, and its directors, officers, employees, shareholders, members, partners, counsel, auditors, accountants, agents, advisors and all other representatives and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations, actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims, and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (a) any breach of, or failure to perform, any term, covenant or condition in the Resmed Policies or Online Provider Terms by Provider, or (b) the negligence or willful misconduct of Provider or its officers, employees, agents or contractors.
   2. Modification. Resmed reserves the right to update, amend, or modify these Online Provider Terms. Unless otherwise provided, such amendments will take effect immediately, and Provider’s continued use, advertising, offering for sale, or sale of the Products on the Authorized Websites following notice of the amendments will be deemed Provider’s acceptance of the amendments.
   3. Waiver. No waiver of any breach of any provision of the Online Provider Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing.
   4. Severability. If any provision of the Online Provider Terms is held contrary to law, the remaining provisions shall remain valid.
   5. Governing Law. The Online Provider Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to its choice of law rules.
   6. Confidentiality. The Online Provider Terms constitute confidential, proprietary information of Resmed and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Resmed.
   7. Dispute Resolution. In the event of a dispute over the terms or performance under the Online Provider Terms, Resmed and Provider expressly submit to personal jurisdiction and venue in the federal or state courts of record in San Diego County, California. In the event of a breach or threatened breach of the Online Provider Terms by Provider, Provider is responsible for Resmed’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.
   8. Availability of Injunctive Relief. If there is a breach or threatened breach of the Resmed Policies or Sections 2 (Authorization of Online Sales), 3 (Operation of the Authorized Websites), 4 (Sale of Prescription Products through the Authorized Websites), 5 (Intellectual Property), or 6 (Termination) of the Online Provider Terms, it is agreed and understood that Resmed will have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Online Provider Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Resmed Policies or the Online Provider Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Resmed to exercise any right(s) herein or to insist upon full compliance by Provider with Provider’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Resmed’s right to fully enforce any or all provisions and parts thereof.