Authorized Reseller Policy

BARE PERFORMANCE NUTRITION, LLC
AUTHORIZED E-COMMERCE RESELLER POLICY
EFFECTIVE JUNE 28, 2024

Bare Performance Nutrition, LLC (BPN) is committed to working withcustomers to facilitate the sale of BPN products through e-commerce channels. BPN maintains this e-Commerce Authorized Reseller Policy (Policy)to protect BPN’s brand and intellectual property, as well as authorized channel partners. This Policy is also in place to protect end customers, ensuring they receive BPN products meeting our high-quality standards, accurate product information, pricing and customer service that meets BPN’s standards. Finally, this Policy works to ensure fair competition among resellers as well as supporting those who have invested in stocking and marketing BPN’s products and abide by BPN’s policies and programs. If you have a separate, signed agreement with BPN, that agreement will supersede, govern and control your relationship with BPN in all respects.

As used in this Policy, "Products" means products manufactured by or for BPN, or which are otherwise sold or marketed by BPN, which have been provided to you, or will be provided to you, by BPN or its authorized distributors. By purchasing Products from BPN or its authorized distributors, you are agreeing to abide by the terms of this Policy.

In order to be considered a BPN e-Commerce Authorized Reseller (“Authorized Reseller”), you must have an account with BPN or its authorized distributor that is in good standing and meet the following requirements unless otherwise explicitly authorized in writing by BPN’s CEO, CFO or Vice President of Sales after the effective date of this Policy:

Sell on Approved Websites Only

  • You may only take orders via websites owned and operated by you . You may not offer, promote or sell Products:
    • on any third party online marketplace (e.g., Amazon, Walmart, eBay etc.), drop- ship accounts (e.g., Buy.com, Jet.com, etc.) or classified sites (e.g., Craigslist, Facebook Marketplace, etc.);
    • on any website or third-party marketplace using a fictitious, hidden, masked or other name that has not been previously disclosed to BPN in writing; or
    • to any person or entity you know or have reason to know intends to resell the Products online, whether on their own website, on a third-party marketplace, or via any other e-commerce channel.
  • You agree to provide sell-through data for sales of the Products when reasonably requested by BPN.
  • You may not operate your website in a manner that gives the appearance that it is owned or operated by BPN.
  • You must reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages on websites that are under your control on which you display the Products for sale when reasonably requested by BPN.

Maintain Accurate Brand & Product Information

  • You acknowledge that BPN and/or its affiliates own all proprietary rights in and to the BPN brands, names, logos, trademarks, service marks, trade dress, copyrights, images, and other intellectual property related to the Products (the “BPN IP”).
  • You acknowledge that you do not have any proprietary rights to the BPN IP, including BPN’s trademarks or other intellectual property, but that you are authorized to use the BPN IP for the sole purpose of reselling BPN Products.
  • You agree to cease any use of the BPN IP upon suspension or termination of your status as an Authorized Reseller.
  • Your use of the BPN IP must be in accordance with any brand guidelines BPN may provide from time to time, and must be commercially reasonable as to the size, placement, and other manners of use. BPN reserves the right to review and approve, in its sole discretion, your use or intended use of the BPN IP at any time, without limitation.
  • Unless expressly approved in writing by BPN, you may not create, register, or use any domain name or any mobile application that contains any BPN product name or any trademark owned by or licensed to BPN, nor a misspelling or confusingly similar variation of any BPN product name or any trademark owned by or licensed to BPN.
  • You may sell Products only in original packaging. You may not represent, advertise, or resell any Product as “new” that has been returned opened or repackaged in any way.
  • You may not duplicate, or develop different, UPCs to differentiate a Product.
  • You agree to keep all Product images, descriptions and content up to date.
  • You may not engage in any false, misleading, deceptive or similarly illegal or unethical advertising or other behavior.
  • You may not make any warranties or representations concerning the Products except as approved in writing by BPN.
Sell Only to End Users
  • You may only purchase Products for resale from BPN or from authorized distributors that purchase Products directly from BPN. No other distributors are authorized to resell Products to you.
  • You may not sell Products to other e-Commerce resellers.
  • If you did not procure Products from BPN, or an authorized distributor of BPN, directly, you are not authorized to resell BPN Products online or use BPN’s trademarks, copyrights, images or product information. BPN reserves the right to take enforcement action against any party selling Products online in violation of this Policy.
  • You may not sell Products in bulk. “Bulk” is defined as more than (3) cases in a single transaction.
  • You agree to use reasonable efforts to identify suspicious purchase patterns (e.g., frequent purchases by an individual) and promptly report the same to BPN.

Unauthorized Exports or Marketing in Other Countries

  • You agree to cooperate with BPN in preventing unauthorized exportation of the Products. You may not advertise for sale or ship Products outside of the U.S. or sell Products to any third party that advertises for sale or ships the Products outside of the U.S., in each case without the prior written consent of BPN.

Customer Confusion

  • You may not advertise, market, promote, display, demonstrate, bundle or sell non-BPN products in a manner that would create the impression that the non-BPN products are made by, endorsed by, work with or are associated with BPN or the Products. You must ensure that the Products never are misbranded or represented as another brand.

Disclose All Seller Names & Properties

  • You agree to maintain accurate and up-to-date information regarding your company and disclose all retail locations, web properties, temporary storefronts and seller names across all channels directly to BPN. You agree to report all websites and seller names you use to advertise, market or promote BPN’s Products to [email protected].

BPN’s Minimum Advertised Price Policy

  • You agree to adhere to the Minimum Advertised Price (MAP) Policy provided to you by BPN or BPN’s authorized distributor. If you violate the MAP policy, your status as an Authorized Reseller will be revoked immediately.

Legal Compliance

  • You acknowledge that you will comply with all applicable privacy, accessibility, data security and other laws, regulations, and industry standards, accessibility standards, and all applicable Payment Card Industry (PCI) data security standards related to advertising, sale and marketing of BPN Products, including but not limited to:
    • Not making false or misleading claims or engaging in deceptive sales tactics;
    • Publishing an online privacy policy and complying with it; and
    • Using only known and trusted checkout vendors and ensuring that credit card transactions flow through a PCI-compliant payment stack (e.g., one in which credit card numbers are not collected by the merchant).

Enforcement

  • If you fail to comply with any term in this Policy, you will be subject to enforcement actions at BPN’s discretion including but not limited to:
    • Loss of authorization to sell BPN Products online, however, at BPN’s discretion, you may be given a reasonable amount of time to sell through inventory on hand upon loss of authorization;
    • Suspension of shipments of BPN Products to you; and/or
    • Permanent termination of your account with BPN.
  • You may not circumvent any term of this Policy through any means.
  • BPN will interpret any violations of this Policy in its sole discretion.
  • No failure or delay in enforcing this Policy shall be deemed a waiver of BPN’s rights.
  • If your Authorized Reseller status is suspended or revoked, you must immediately stop: (i) selling the Products; (ii) acting in any manner that gives the impression that you are an Authorized Reseller of the Products or have any affiliation whatsoever with BPN; and (iii) using all BPN IP.
  • BPN reserves the right to modify this Policy at any time.

e-Commerce Authorized Reseller Benefits

  • Authorized Resellers that abide by all facets of this Policy will be deemed authorized to sell BPN Products in e-commerce, provided they maintain ongoing compliance with this Policy.