BERKELEY LIFE AUTHORIZED RESALE POLICY
This policy applies to all new and existing authorized resellers (the “Reseller(s)”) of any Berkeley Life products (the “Products”) for resale or distribution.
The terms of this policy are incorporated into and are in addition to any express or implied contract between L2G North America, Inc./RHA Investment Limited (and any of their Affiliates) as owner of the Berkeley Life brand (the “Brand Owner”) and the Reseller with respect to the Reseller’s purchase or sale of the Products.
The purpose of this policy is to provide Resellers with the necessary tools and information to ensure brand consistency, customer satisfaction and maximize the effectiveness of the Products. The Brand Owner reserves the right to deny any resale request or application for any or no reason.
2. Intellectual Property
“Intellectual Property Rights” includes, without limitation, rights to inventions, copyright (present and future), website content, photos, images, product descriptions, marketing collateral, moral rights, packaging, rights to prevent passing off, patents, trademarks, logos, designs, design rights and database rights (whether or not any of these is registered and including any application for registration of any such rights), know-how, domain names, product formulations and recipes, confidential information and trade secrets and all rights or forms of protection of a similar nature or having similar effect to any of these and together with all extensions and renewals of them which may exist anywhere in the world whether registered or unregistered.
Reseller acknowledges and agrees that all Intellectual Property Rights relating to the Products (“Product IPR”) belong to and are the absolute property of the Brand Owner.
Reseller shall not use any Product IPR including, but not limited to, any name, mark or symbol of the Brand Owner in any publicity release, advertising or social media platform without securing the prior written consent of the Brand Owner. Reseller acknowledges and agrees that the unauthorized use of Product IPR is a material breach of this policy and may result in the immediate termination of the Reseller’s account and revocation of the Reseller’s selling rights.
Any photos, images, product and/or company description, website content and/or any marketing collateral used by the Reseller to sell, market and/or advertise the Products must be current and obtained directly from the Brand Owner. Such data and collateral cannot be extracted from the Brand Owner’s website or other internet sources without the Brand Owner’s prior written consent. This data and collateral is updated and amended by the Brand Owner from time to time and any such amendments will be communicated to the Reseller where appropriate.
Reseller shall not at any time make or publish any statement concerning the Brand Owner or any of its officers, stakeholders, directors, employees or agents which is adverse, detrimental or derogatory, whether verbally, in writing or electronically (including over the internet and social media).
The Products are for distribution and/or sale in North America only. Resellers are not authorized to distribute and/or sell Products outside of North America.
4. Restriction on sales to online marketplaces and advertising/sales tactics
Reseller is only permitted to advertise the Products via the Reseller’s own website, secure email lists and social media pages. Ad targeting specific to the Products is not permitted. Reseller is not permitted to bid on Brand Owner’s branded keywords with any online ad platform.
Reseller is not permitted to use google, Facebook or any other paid for online advertising tools in relation to the sale or marketing of the Products. Reseller may not advertise or sell the Products on any online marketplace including, but not limited to, Amazon, Ebay, Shopee, Walmart, Alibaba or similar online marketplace.
5. Compliance with MAP
Brand Owner maintains a “minimum advertised price” or “MAP” that restricts the minimum price at which the Products may be advertised. Reseller may not advertise, sell, or distribute the Products at a price less than such MAP. The Products are to be listed at least 20% above MSRP if not listed behind a secure patient login. Pricing of Products that are positioned behind a Reseller’s secure patient sign in must mirror MSRP as outlined on the Brand Owner’s website or the Product order form.
Reseller is prohibited from advertising any volume discount or other promotion that would cause the per unit sales price to be advertised at less than the MSRP. Restrictions in relation to MAP apply to all forms of advertising of the Products to include, but not limited to, online and print media.
6. Reseller’s online platforms
Reseller shall notify the Brand Owner of any website, online storefront or URL on which Reseller sells or markets the Products. Any changes to Reseller’s website, online storefront, or URL must be notified to Brand Owner in writing prior to implementation.
7. Handling and Storage
Reseller agrees to handle and store the Products in a safe manner and in compliance with Brand Owner’s storage and handling guidelines. Reseller shall not sell any Product that is past its sell by date.
Reseller agrees to preserve any labels, tags, serial numbers, lot numbers or other labels affixed by Brand Owner to the Product (or within Product packaging) in the form affixed by Brand Owner and to ensure that the same are not removed, modified, altered or obscured in any way.
9. No Bundling
Reseller may not package or bundle any Product with any other products or materials without Brand Owner’s prior written consent.
10. Consumer Safety and Recall
Reseller will cooperate with Brand Owner in connection with any investigation of consumer safety claims or any evaluation of a product recall.
11. Compliance with Laws
The Reseller shall act in compliance with all applicable laws and all applicable provisions of this policy and so long as the Reseller sells, distributes and/or advertises Product it will obtain and maintain in force all licences, permissions, authorisations, consents and permits to the extent such are applicable and required by law. The Reseller will comply with all applicable data protection laws in connection with the sale, distribution, marketing or advertising of the Products.
Reseller shall be responsible for their own insurance and shall have adequate insurance cover in place at all times when selling or distributing the Products.
13. Customer Service
Reseller will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions. Reseller will provide any reports or other information requested by Brand Owner, with respect to a particular Product (whether by lot number or other identifying data) to determine the date or Reseller’s purchase of the Product, the location where the Product was stored, and the dates on which the Product was sold or shipped by Reseller to a purchaser.
14. 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, Reseller must promptly notify Brand Owner.
Please note that this policy will be reviewed and updated by Brand Owner from time to time. Your consent is not required to make changes to this policy, but Brand Owner will notify you of any such updates as appropriate.
16. Consequences of Policy Breach
Reseller is obliged to always adhere to the terms of this policy. Failure to abide by the terms of this policy may result in the following:
– Termination of Reseller’s account;
– Permanent or temporary revocation of Reseller’s right to sell the Products in any capacity;
– Suspension or temporary deactivation of Reseller’s account;
– Receipt of notice specifying the event and requiring Reseller to remedy the breach at its own cost within a specified period;
– Permanent or temporary revocation of rights associated with Reseller’s resale rights, including but not limited to, access to non-public facing pages of Brand Owner’s website and/or emails.
– Temporary or permanent revocation of Reseller’s purchasing privileges.
17. Acknowledgement and Confirmation
By completing below and/or continuing to purchase, sell and/or distribute the Products, Reseller agrees to be bound by the terms of this policy: