This Seller Agreement (the “Agreement”) is entered into by and between Clinictor LLC, a limited liability company organized under the laws of the State of Wyoming, United States, with its principal place of business at 30 N Gould # 24686 Sheridan, WY 82801 USA (“Clinictor,” “we,” “us,” or “our”), and you, the seller (“Seller,” “you,” or “your”) that registers for an account on the platform accessible at https://sellers.clinictor.com/ (the “Seller Platform”) and accepts this Agreement by clicking the “I Agree” checkbox during registration or by otherwise using the Seller Platform.
BY CLICKING THE “I AGREE” BUTTON OR BY USING THE SELLER PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY ALL TERMS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO ALL TERMS, YOU MAY NOT REGISTER OR USE THE SELLER PLATFORM.
1. Definitions
1.1 “Seller Platform” means the website and associated services located at https://sellers.clinictor.com/ and any subdomains thereof, which are made available by Clinictor to Sellers for the purpose of listing products and conducting business-to-business transactions with Clinics. This Agreement applies exclusively to the Seller Platform and does not govern any other Clinictor websites, subdomains, or services (including but not limited to clinictor.com, management.clinictor.com, hotels.clinictor.com, or sms.clinictor.com or other subdomains).
1.2 “Clinic” means any healthcare facility, hospital, dental office, medical spa, or other healthcare provider that has registered on the Clinictor Platform (typically via management.clinictor.com) for the purpose of managing its operations and/or purchasing products. For purposes of this Agreement, “Clinic” refers exclusively to the buyer entities that access the Seller Platform.
1.3 “Product” means any medical device, equipment, consumable, pharmaceutical, supplement, apparel, furniture, or other item that a Seller lists for sale on the Seller Platform for purchase by Clinics.
1.4 “Transaction” means any sale of a Product by a Seller to a Clinic that originates from a purchase request or order placed through the Seller Platform.
1.5 “Commission” means the fee payable by Seller to Clinictor for each completed Transaction, calculated as a percentage of the total sales price (excluding shipping, taxes, and customs duties) as set forth in Section 5.
1.6 “Escrow Service” means the optional payment handling service described in Section 7.3, offered by Clinictor as a convenience to facilitate secure payment between Seller and Clinic.
2. Scope and Purpose
2.1 Platform Role. Clinictor operates a technology platform that connects Sellers with Clinics. Clinictor is not a party to any sales contract between Seller and Clinic. Clinictor does not take title to any Products, does not ship or handle any Products, and does not act as a broker, agent, or representative of either Seller or Clinic. Clinictor’s sole role is to provide the infrastructure, software, and services that enable Sellers and Clinics to interact and, at their option, complete Transactions.
2.2 No Guarantee of Sales. Clinictor does not guarantee that any Seller will receive inquiries, purchase requests, or sales, nor does it guarantee the quality, accuracy, or legality of any Products listed. Clinictor makes no warranty regarding the number of Clinics that will view Seller’s listings or any growth projections.
3. Eligibility and Account Registration
3.1 Eligibility. By registering, Seller represents and warrants that it is a legally recognized business entity or sole proprietorship authorized to conduct business in its jurisdiction, and that it is authorized to sell the Products it lists.
3.2 Account Information. Seller must provide accurate, current, and complete information during registration, including but not limited to legal business name, tax identification number, physical address, email, and contact details. Seller must promptly update any changes.
3.3 Verification. Clinictor reserves the right to verify Seller’s business credentials, certifications, and product listings at any time. Failure to provide requested documentation may result in suspension or termination of the account.
3.4 Account Security. Seller is solely responsible for maintaining the security of its account credentials and for all activities that occur under its account. Seller must immediately notify Clinictor of any unauthorized use.
4. Platform Services
4.1 Listing Tools. Clinictor provides Seller with access to a dashboard to upload Product information, photographs, pricing, certifications, stock levels, and other content (collectively, “Seller Content”).
4.2 Analytics. Clinictor may provide Seller with data regarding views, engagement, and other metrics related to Seller’s listings. Such data is provided on an “as is” basis and does not constitute a guarantee of future performance.
4.3 Communications. Seller and Clinics may communicate through the Seller Platform’s messaging system. Clinictor may, but is not obligated to, monitor such communications for compliance with this Agreement and applicable law.
4.4 Auto-Translation. Clinictor may provide automated translation of Seller Content into various languages. Such translations are generated by software and may contain errors; Seller remains solely responsible for the accuracy of its Content.
4.5 Modifications. Clinictor reserves the right to modify, suspend, or discontinue any feature of the Seller Platform at any time without prior notice, provided that such modifications do not materially alter Seller’s rights and obligations under this Agreement.
5. Fees and Payment Terms
5.1 Annual Membership Fee. Seller shall pay an annual membership fee as communicated by Clinictor at the time of registration or renewal. The amount is determined based on Seller’s business profile and may be adjusted upon renewal. Fees are non-refundable except as expressly stated herein.
5.2 Commission. For each Transaction completed through the Seller Platform, Clinictor shall charge a Commission equal to seven percent (7%) of the total purchase price paid by the Clinic (excluding shipping, taxes, customs duties, and any other fees not directly related to the Product price). The Commission is automatically deducted from the payment processed through any Clinictor-facilitated payment method (including Escrow) or, if Seller chooses direct payment, Seller shall remit the Commission to Clinictor within fifteen (15) days of receipt of funds. Clinictor reserves the right to modify the Commission rate upon thirty (30) days’ prior notice to Seller.
5.3 Payment Methods. Clinictor may, at its discretion, offer payment processing services (including Escrow) through third-party providers. Seller authorizes Clinictor to deduct the Commission from any funds held or processed by Clinictor on Seller’s behalf. For Transactions settled outside of Clinictor’s payment systems, Seller must self-report and pay Commission as set forth in Section 5.2.
5.4 Taxes. Seller is solely responsible for determining and remitting any taxes, duties, or fees imposed by any governmental authority in connection with its sales. Clinictor is not responsible for withholding or reporting taxes on behalf of Seller unless required by law.
5.5 Limited-Time Discounts. Any promotional or discounted membership fees offered for a limited period apply only to the initial term and do not guarantee future renewal rates.
6. Seller Obligations and Representations
6.1 Lawful Products. Seller represents and warrants that all Products listed on the Seller Platform are legal to sell in the jurisdictions where Seller offers them, and that Seller holds all necessary licenses, registrations, certifications (including but not limited to CE, FDA, or equivalent), and authorizations required to market and sell such Products to Clinics.
6.2 Accurate Content. Seller is solely responsible for the accuracy, completeness, and legality of all Seller Content. Seller shall not post misleading, false, or deceptive information, including but not limited to pricing, certifications, or product specifications. Seller shall promptly remove or update any listing that becomes inaccurate.
6.3 Prohibited Products. Seller shall not list any Product that: (a) is counterfeit, stolen, or infringes any third-party intellectual property; (b) is subject to a recall or safety alert; (c) is prohibited by applicable law in any jurisdiction where Seller offers it; or (d) violates any policy published by Clinictor.
6.4 No Patient Sales. Seller acknowledges that the Seller Platform is strictly for B2B transactions with Clinics. Seller shall not use the Seller Platform to sell directly to patients or consumers, unless separately authorized in writing by Clinictor for advertising purposes.
6.5 Indemnity for Content. Seller indemnifies and holds Clinictor harmless against any claims arising from Seller Content, including but not limited to claims of infringement, defamation, false advertising, or violation of any third-party rights.
7. Transactions and Disclaimers of Liability
7.1 Transactions Are Between Seller and Clinic. All Transactions, including negotiations, pricing, payment, shipping, customs clearance, insurance, returns, refunds, and disputes, are solely between Seller and the Clinic. Clinictor is not a party to any such Transaction and assumes no liability in connection therewith.
7.2 No Involvement in Fulfillment. Clinictor does not handle, store, inspect, ship, or deliver any Products. Seller is solely responsible for fulfilling orders, including packaging, shipping, insurance, compliance with export/import laws, and obtaining necessary documentation. Any delay, damage, loss, or non-delivery shall be resolved directly between Seller and Clinic.
7.3 Escrow Service. Clinictor may offer an optional Escrow Service through a third-party provider to hold payment until the Clinic confirms receipt and acceptance of the Products. The Escrow Service is provided as a convenience only. Clinictor makes no representations or warranties regarding the performance or reliability of the Escrow Service. Use of the Escrow Service does not make Clinictor a party to the underlying sale. Any disputes concerning the release of funds shall be resolved between Seller and Clinic, and Clinictor (or the escrow provider) shall have no liability for acting in accordance with the instructions of the parties.
7.4 No Guarantee of Buyer Creditworthiness. Clinictor does not guarantee the creditworthiness or payment ability of any Clinic. Seller is solely responsible for assessing the risk of non-payment and for collecting amounts owed.
7.5 Currency Fluctuations. If Seller lists Products in a currency different from the Clinic’s currency, exchange rates may fluctuate. Clinictor is not responsible for any gains or losses arising from currency conversions, nor does it guarantee any specific exchange rate.
7.6 Dispute Resolution. Any dispute between Seller and Clinic (including but not limited to non-payment, product defects, shipment issues, or returns) shall be resolved exclusively by the parties. Clinictor may, at its sole discretion, provide a neutral forum for communication but shall have no obligation to mediate or adjudicate such disputes, and Clinictor shall not be liable for any outcome.
8. Intellectual Property
8.1 Seller Content License. Seller grants Clinictor a non-exclusive, worldwide, royalty-free, sublicensable license to use, display, reproduce, and modify Seller Content as necessary to operate the Seller Platform, including for translation, indexing, and promotion. This license survives termination of this Agreement solely to the extent necessary to remove Seller Content and maintain historical records.
8.2 Clinictor IP. All software, trademarks, logos, and other intellectual property used in connection with the Seller Platform are owned by Clinictor or its licensors. Seller may not use such IP without prior written consent.
8.3 Infringement Claims. If Seller believes that any content infringes its IP, Seller must notify Clinictor in accordance with the Digital Millennium Copyright Act (DMCA) or applicable law. Clinictor will respond to such notices in accordance with its policies.
9. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CLINICTOR, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SELLER PLATFORM, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLINICTOR’S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY SELLER TO CLINICTOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
CLINICTOR DOES NOT WARRANT THAT THE SELLER PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. THE SELLER PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CLINICTOR’S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
10. Indemnification
Seller agrees to defend, indemnify, and hold harmless Clinictor, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) any breach of this Agreement by Seller; (b) any Seller Content or Product listed by Seller; (c) any Transaction between Seller and a Clinic; (d) any alleged infringement of intellectual property rights, consumer protection laws, or product safety regulations; or (e) any dispute with a Clinic. This indemnification obligation survives termination of this Agreement.
11. Termination and Suspension
11.1 Termination by Seller. Seller may terminate this Agreement at any time by closing its account via the Seller Platform and ceasing all use of the Seller Platform. Any fees paid are non-refundable.
11.2 Termination by Clinictor. Clinictor may terminate this Agreement at any time for any reason or no reason, with or without notice. Clinictor may also suspend or limit Seller’s access to the Seller Platform immediately if Clinictor believes Seller has violated this Agreement or applicable law, or if continued operation may pose a risk to Clinictor or third parties.
11.3 Effect of Termination. Upon termination, Seller’s listings will be removed, and Seller will no longer have access to the Seller Platform. Termination does not relieve Seller of any obligations to pay accrued fees, commissions, or indemnities. All provisions that by their nature should survive termination (including Sections 6.5, 7, 8, 9, 10, 12, and 13) shall survive.
12. Governing Law and Dispute Resolution
12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, United States, without regard to its conflict of laws principles.
12.2 Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach thereof, shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, and judgment on the award may be entered in any court having jurisdiction. The arbitration shall be held in Sheridan, Wyoming, and shall be conducted in the English language. The arbitrator shall have exclusive authority to resolve any dispute regarding the enforceability or interpretation of this arbitration provision.
12.3 Exceptions. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent unauthorized use of the Seller Platform.
12.4 Class Action Waiver. To the fullest extent permitted by law, Seller agrees to bring any dispute against Clinictor only in its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator may not consolidate more than one party’s claims and may not otherwise preside over any form of a representative or class proceeding.
13. Miscellaneous
13.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements, whether written or oral.
13.2 Amendments. Clinictor may amend this Agreement at any time by posting the amended version on the Seller Platform and providing notice (e.g., by email or prominent notification). Seller’s continued use of the Seller Platform after the effective date of the amendment constitutes acceptance of the amended terms.
13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.4 Waiver. No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.
13.5 Assignment. Seller may not assign this Agreement without Clinictor’s prior written consent. Clinictor may assign this Agreement without restriction.
13.6 Notices. Notices to Seller may be sent to the email address associated with Seller’s account. Notices to Clinictor shall be sent to: info@clinictor.com and to the address: 30 N Gould # 24686 Sheridan, WY 82801 USA.
13.7 Force Majeure. Clinictor shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, pandemics, strikes, or governmental actions.
13.8 Electronic Signature. By clicking the “I Agree” checkbox, Seller acknowledges that such action constitutes an electronic signature and constitutes acceptance of this Agreement with the same legal effect as a handwritten signature.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date of Seller’s acceptance.
Clinictor LLC
By: Clinictor LLC Founders
Seller
By: _____________________________ (electronic acceptance)