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AUTHORIZED RETAILER TERMS AND CONDITIONS

To protect and promote our brand and reputation for providing high-quality products, Nutranext, LLC (“Nutranext”) has established these Authorized Retailer Terms and Conditions (the “Terms”), effective immediately, which apply to authorized retailers of Nutranext products (the “Products”) in the United States. By purchasing Products from Nutranext for retail sale, you (“Retailer”) agree to adhere to the following terms. Please read these terms carefully.

1. Manner of Sale. Retailer shall sell the Products only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in Nutranext’s immediate termination of Retailer’s account, in addition to other remedies. Furthermore, Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under Nutranext’s Product guarantees.

1.1 Retailer shall sell Products solely to end-users of the Products. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.

1.2 Retailer shall not sell, ship, deliver, invoice, or promote, directly or indirectly, any Products outside the United States without obtaining Nutranext’s prior written consent.

1.3 Retailer shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of Nutranext. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person or entity Retailer knows or has reason to know intends to re-sell the Products.

1.4 Retailer is permitted to market for sale or sell the Products through websites owned or operated by Retailer, provided however, that such websites identify Retailer’s full legal name, mailing address, telephone number, and email address. Nutranext, in its sole discretion, may revoke Retailer’s authorization to sell the Products on such websites at any time, and Retailer shall cease marketing for sale and/or selling the Products on such websites immediately upon notice of such revocation. Retailer shall not sell the Products on or through any other website, including any third-party marketplace site such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Nutranext, which is granted solely through execution by Nutranext of the Authorized Online Marketplace Seller Agreement. No Nutranext employee or agent may authorize sales on other websites, including third-party online marketplace sites, through oral statements, other written agreement, or by any other means.

2. Product Inspection. Retailer shall inspect Products upon receipt and during storage for damage, defect, evidence of tampering, or other non-conformance. Retailer must also confirm that product seals have not been broken. If any defect is identified, Retailer must not offer the Product for sale and must report the defect to Nutranext at [email protected] Retailer shall inspect inventory regularly for expired or soon-to-be expired Products and shall remove those Products from inventory. Retailer shall not sell expired Products.

3. Product Storage and Handling. Retailer shall store all materials and Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with cGMPs, applicable laws, rules and regulations, and any additional storage guidelines specified by Nutranext.

4. Alterations Prohibited. Retailer shall sell Products in their original packaging, with all seals intact. Retailer shall not sell or label the Products as “used,” “open box,” or any other similar descriptors. Relabeling, repackaging (including the separation of bundled products or the bundling of products), misbranding, adulterating, and other alterations to the Products or their packaging is prohibited. Retailer shall not tamper with, deface, or otherwise alter any UPC code, lot or batch code, or other identifying information on Products or packaging. Retailer shall not remove or destroy any copyright notices, trademarks, or other proprietary markings on the Products, documentation, or other materials related to the Products. Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is prohibited.

5. Recall and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Retailer shall communicate all safety information to consumers and cooperate with Nutranext with respect to any Product recall.

6. Customer Service. Retailer shall ensure that its sales personnel are trained to accurately describe, demonstrate, and sell each Product kept in inventory and to advise customers on how to use the Products safely and properly. Retailer must respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.

7. Product Representations. Retailer shall (i) conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of Nutranext; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Nutranext or the Products; (iii) make no false or misleading representations with regard to Nutranext or the Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Nutranext or the Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of the Products that are inconsistent with the literature distributed by Nutranext. Approved claims are available on the Nutranext website, www.nutranext.net or in the Nutranext published marketing literature.

8. Consumer Confusion. Retailer is prohibited from advertising, marketing, displaying, or demonstrating non-Nutranext products together with the Products in a manner that would create the impression that the non-Nutranext products are made by, endorsed by, or associated with Nutranext. Retailer’s advertising and marketing must clearly state that the products and services provided by Retailer are provided solely by the Retailer and are independent from Nutranext.

9. Compliance with Applicable Laws. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products.

10. Use of Nutranext Intellectual Property. Nutranext directly or indirectly owns all proprietary rights in and to, or is the exclusive licensee of, the Nutranext brands, names, logos, trademarks, service marks, trade names, trade dress, designations, patents, copyrights, and other intellectual property associated with the Products (the “Nutranext Trademarks”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Nutranext Trademarks in the United States solely for purposes of marketing and selling the Products as set forth herein. Retailer’s use of the Nutranext Trademarks shall be in conformance with Nutranext’s then-current trademark usage policies. Retailer must display the appropriate trademark designation symbol - ® alongside registered Nutranext Trademarks, and ™ alongside any unregistered Nutranext trademarks – anywhere that Retailer displays the Nutranext trademarks. Nutranext may review, approve, and/or reject, in its sole discretion, a Retailer’s use of the Nutranext Trademarks at any time, without limitation. Upon request by Nutranext or the brand owner, Retailer shall be required to submit samples of any manner of its display or use of the Nutranext Trademarks or of the Products sold under the Nutranext Trademarks. All goodwill arising from Retailer’s use of the Nutranext Trademarks shall inure solely to the benefit of Nutranext and the owner of the brand.

11. Termination. If Retailer violates any of these Terms, Nutranext reserves the right to terminate Retailer’s account in addition to all other available remedies. Upon account termination, Retailer shall immediately cease selling the Products, representing itself as an Authorized Retailer of the Products, and all use of anything that may give the impression that Retailer is an Authorized Retailer of the Products or has any affiliation whatsoever with Nutranext.

12. Availability of Injunctive Relief. If there is a breach or threatened breach of paragraphs 1 through 11 of the Terms, it is agreed and understood that Nutranext shall 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 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 Terms. No failure, refusal, neglect, waiver, delay, forbearance, or omission by Nutranext to exercise any right(s) herein or to insist upon full compliance by Retailer with Retailer’s obligations herein shall constitute a waiver of any provision or otherwise limit Nutranext’s right to fully enforce any or all provisions and parts thereof.

13. Modification. Nutranext reserves the right to update, modify, and amend the Terms at any time. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Nutranext Trademarks, or use of any other information or materials provided by Nutranext to Retailer will be deemed the Retailer’s acceptance of the amended Terms.