Authorized Resale Policy

Last modified: February 23, 2024

Bonafide Health, LLC (the “Brand Owner”) hereby adopts this Resale Policy (this “Policy”), with respect to the purchase and resale of Brand Owner’s products (the “Products”). Any person, firm or entity (as applicable, a “Reseller”) that wishes to sell the Products must be authorized by Brand Owner and otherwise comply with the terms and conditions of this Policy.

To become authorized to sell the Products, please contact [email protected] for additional information. Authorization is contingent upon Reseller’s ability to abide by the terms of this Policy, execution of an Authorized Reseller License, and subject in all respects, to the discretion of Brand Owner.

Any Reseller that fails to comply with this Policy, breaches the Authorized Reseller License, or is otherwise unauthorized to sell the Products will be deemed an unauthorized reseller of the Products, and as such, shall have no right to: (i) sell the Products, (ii) use Brand Owner’s intellectual property, including any of its trademarks or copyrights, or (iii) offer Brand Owner’s consumer warranty applicable to any of the Products.

Applicability. This Policy applies to all resales of the Products. Regardless as to where the Products were acquired, either directly from the Brand Owner, through an authorized distributor, or some other procurement method, a Reseller must comply with the terms of this Policy.
Sales to End Users Only. Unless otherwise agreed to by Brand Owner in writing, Reseller may only purchase Products for resale to consumers and end user customers, and Reseller may not resell Products to other Resellers, distributors or for further distribution in any manner.
No Sales on Online Marketplaces. Reseller shall not market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Brand Owner.
Product Quality Controls. Reseller agrees to handle and store the Products in a secure manner and in compliance with Brand Owner’s storage and handling guidelines, including but not limited to procedures on temperature controls, pest control, allergen controls and facility access. Certain Products have more restrictive storage requirements and must be stored at room temperature, not to exceed 77F, which the Reseller must be able to accommodate. Reseller shall confirm with Brand Owner which Products require such storage requirements. Additionally, Reseller must be qualified by and have written quality agreements in place with Brand Owner that include Proper FDA registration for specific products, current Good Manufacturing Practices (“cGMP”) certifications, a cGMP audit and a formal questionnaire to be completed by the Reseller. Prior to the sale of any Products, Reseller shall provide Brand Owner with evidence of the foregoing. Reseller will at all times maintain an open dialogue with Brand Owner’s Quality Team and will allow Brand Owner to audit and inspect its facility and its storage and handling processes, in each case to ensure compliance with the foregoing quality controls.
Product Packaging and Display. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, SKU or other identifying information on Products or their packaging is prohibited. Reseller may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not advertise, market, display, or demonstrate non-Brand Owner Products together with the Products in a manner that would create the impression that the non-Brand Owner Products are made by, endorsed by, or associated with Brand Owner.
Trademarks; Copyrights. Resellers that comply with this Policy have a limited, non-exclusive, non-sublicensable, revocable license to use Brand Owner’s trademarks and copyrights (“Marks”) in connection with the sale of the Products. Reseller shall not alter, modify, or change any Marks, nor shall Reseller use the Marks other than for the promotion and sale of the Products, nor shall Reseller use any Marks in any manner that negatively impacts such Marks or the Brand Owner, nor shall Reseller use non-Brand Owner copyright or trademarks in connection with the sale of the Products. Failure to comply with the Policy will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. Brand Owner reserves the right to revoke this license at any time for any or no reason.
Locations / Reporting. Reseller agrees to track the Products it purchases and to store all such Products at locations in compliance with this Policy. At Brand Owner’s request, Reseller will provide Brand Owner with (a) a list of all storage locations utilized by Reseller, (b) an inventory of Products maintained at each such storage location, and (c) physical access for Brand Owner to perform an inventory to confirm the amounts and locations of Products at Reseller’s stated locations.
Product Inspection. Promptly upon receipt of the Products, Reseller agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Brand Owner.
Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller agrees to maintain inventory and track each Product going out, associating the lot code with the customer information for the order that they are fulfilling. This information needs to be readily available to the Brand Owner in case of any Product recall or other consumer safety information dissemination efforts. Traceability of where each box went, and who received the box is a cGMP requirement.
Customer Service. Reseller will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions, including cataloguing any and all adverse event reporting. At Brand Owner’s request, Reseller will provide any reports or other information related to such customer services. Reseller will report all adverse event reports to Brand Owner within 5 days.
Product Loss and Theft. If any significant quantity of Products purchased by Reseller are lost or stolen, Reseller will promptly report such event to Brand Owner.
Report Unauthorized Resellers. If Reseller has information or reasonably suspects that any person is purchasing and reselling or distributing Products in a manner not authorized by Brand Owner or in violation of this Policy, Reseller must promptly notify Brand Owner.
Support of Manufacturer’s Warranty. Reseller may offer its customers Brand Owner’s product warranty, the terms of which can be found here: https://hellobonafide.com/pages/terms-conditions (the “Warranty”). Reseller may not modify or alter the Warranty, represent or characterize the Warranty in any misleading manner, or extend its own warranty with respect to the Products. Failure to comply with this Policy will result in the total forfeiture of Reseller’s right to offer the Warranty.
Other Information, Documents and Reports. Reseller must provide Brand Owner with any supplemental information, documents and reports that Brand Owner may request in order to validate Reseller’s compliance with this Policy and to support Brand Owner’s warranty support and customer support obligations and initiatives.

RESELLERS not approved by brand OWNER to sell products or who otherwise FAIL TO COMPLY WITH THE FOREGOING TERMS FORFEIT THE RIGHT TO SELL THE PRODUCTS.

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