Authorized Reseller Policy

AUTHORIZED RESELLER POLICY FOR THE UNITED STATES

Effective Date: July 1, 2021

This Metagenics LLC Authorized Reseller Policy for the United States (this “Reseller Policy”) is issued by Metagenics LLC (“Metagenics”) and applies to Authorized Resellers of Metagenics products (each, a “Product” and, together, the “Products”) in the United States of America.  By purchasing the Products for retail sale from Metagenics, or from an Authorized Distributor appointed by Metagenics, you (“Reseller” or “you”) agree to adhere to the terms of this Reseller Policy.  Until your status as an Authorized Reseller is otherwise revoked by Metagenics, in Metagenics’ sole and absolute discretion, you shall be considered an “Authorized Reseller.”  Metagenics may review your activities for compliance with this Reseller Policy, and you agree to cooperate with any such investigation, including, but not limited to, permitting inspection of your facilities and records related to the sale of the Products.

1.         Authorized Customers.  Reseller is authorized to sell the Products only to End Users.  An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party.  Reseller shall not sell or transfer Products to any person or entity Reseller knows, or has reason to know, intends to resell the Products.  Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.  Reseller shall not sell, ship, or promote the Products outside the United States of America without Metagenics’ prior written consent in each instance.

2.         Online Sales.

(a)        Reseller shall not offer for sale, or sell, the Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Walmart Marketplace), mobile application, or other online forum without the prior written consent of Metagenics, to be granted by Metagenics only through execution by both parties of a Metagenics LLC Authorized Online Seller Agreement.  The terms of this Reseller Policy supersede any prior agreement between Metagenics and Reseller regarding the sale of the Products on or through websites, online marketplaces, mobile applications, and other online forums.  Any authorization previously granted to Reseller by Metagenics to sell the Products on or through a website, online marketplace, mobile application, or other online forum is revoked.

(b)        A Reseller (i) who is a healthcare professional with a license/certification (if required by law) or (ii) that is a business entity that has a healthcare professional as an owner, member, operator, manager, director, or other similar authority involved in the sales of the Products, is authorized to sell the Products on an eCommerce Store that is operated on behalf of such Reseller by an Authorized Distributor appointed by Metagenics.  An “eCommerce Store” is a website, micro-site, or mobile application that (x) is operated by such Authorized Distributor in its legal name or registered fictitious name, (y) is primarily used to facilitate orders of the Products from End Users on behalf of healthcare professional resellers, and (z) requires the prospective End User to create an account and log-in to purchase the Products.

(c)        A Reseller who purchases directly from Metagenics and who has agreed to adhere to a Metagenics Online Webpage Agreement (the “Webpage Agreement”) is permitted to sell the Products through such Reseller’s “Practitioner Webpage” that is hosted by Metagenics, subject to the terms of the Webpage Agreement.

3.         Sales Practices.  Reseller shall conduct Reseller’s business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time.  Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Metagenics.  Reseller shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Reseller’s business and/or (b) related to the marketing and sale of the Products.  Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the Products or the reputation of Metagenics.  Reseller shall not advertise Products not carried in inventory.

4.         Product Care, Customer Service, and Other Quality Controls.  Reseller shall comply with the Metagenics LLC Product Care, Customer Service, and Other Quality Controls, attached hereto as Exhibit A, and as may be amended by Metagenics from time to time.

5.         Intellectual Property.

(a)        Reseller acknowledges and agrees that Metagenics owns all proprietary rights in and to the Metagenics brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (collectively, the “Metagenics IP”).  Metagenics grants Reseller a limited, non-exclusive, non-transferable, revocable license to use the Metagenics IP solely for purposes of marketing and selling the Products as set forth herein.  This license will cease immediately upon termination of Reseller’s status as an Authorized Reseller.  All goodwill arising from Reseller’s use of the Metagenics IP shall inure solely to the benefit of Metagenics.

(b)        Reseller’s use of the Metagenics IP shall be in accordance with any guidelines that may be provided by Metagenics from time to time and shall be commercially reasonable as to the size, placement, and other manner of use.  Metagenics reserves the right to review and approve, in its sole and absolute discretion, Reseller’s use or intended use of the Metagenics IP at any time, without limitation.  In marketing the Products, Reseller shall use only images of the Products supplied by Metagenics without modification, and Reseller shall ensure that all Product images and descriptions are accurate and up to date.  All content included on Metagenics’ websites, including text, graphics, images, video clips, and audio clips, is the property of, or is licensed to, Metagenics and is protected by United States copyright law.  Reseller shall not use, copy, reproduce, distribute, publish, display, modify, create derivative works from, transmit, or in any other way exploit, any part of copyrighted material without obtaining the prior written consent of Metagenics in each instance, which may be withheld in Metagenics’ sole and absolute discretion.

(c)        Reseller shall not create, register, or use any domain name, social media screenname, or mobile application name that contains the name of Metagenics, any Metagenics product name, any Metagenics trademark, or any misspelling or confusingly similar variation of any Metagenics product name or trademark.

(d)        Reseller shall not use the Metagenics IP to purchase online advertising or as key-words for paid advertising purposes.

6.         Termination.  Metagenics reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice.  Upon termination of Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products, (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Metagenics Products or has any affiliation whatsoever with Metagenics, and (iii) using any Metagenics IP.

7.         Modification.  Metagenics reserves the right to update, amend, or modify this Reseller Policy at any time.  Unless otherwise specified, such amendments will take effect immediately, and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Metagenics IP, or use of any other information or materials provided by Metagenics to Reseller will be deemed Reseller’s acceptance of the amendments.

8.         Confidentiality.  This Reseller Policy, including its attached Exhibit A, constitute confidential, proprietary information of Metagenics and shall not be used for any purpose other than the authorized advertising and sale of the Products nor be disclosed to any third party without the prior written consent of Metagenics.

EXHIBIT A

METAGENICS LLC

PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

Authorized Reseller shall:

1.         Comply with all instructions provided by Metagenics regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels; store the Products in a sanitary environment away from direct sunlight; unless otherwise instructed by Metagenics, store the Products at room temperature in a cool dry place and tightly capped; handle the Products in accordance with good industrial hygiene and safety practices;

2.         Sell the Products in their original packaging;

3.         Not relabel, repackage, or otherwise alter the Products or their packaging (including refraining from separating bundled Products and refraining from bundling separate Products);

4.         Not remove, translate, or modify the contents of any label or literature on or accompanying the Products;

5.         Not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on the Products or their packaging or dilute the Products;

6.         Not resell any Product that has been returned opened or repackaged;

7.         Inspect the Products and their packaging, promptly upon receipt of the Products, for damage, defects, broken seals, evidence of tampering, or other nonconformance (each, a “Defect”) and, if any Defect is identified, not offer the Product for sale and promptly report the Defect to Metagenics at (800) 692-9400;

8.         Manage Product inventory, in order to insure freshness, on a “first-in, first-out” manner, with older inventory being sold before newer inventory of the same Product;

9.         Inspect Product inventory regularly for expired or soon-to-be expired Products, not sell any Products that are expired or within ninety (90) days of expiration, and destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Metagenics and applicable law;

10.       Become familiar with the special features of the Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable guarantee or return policy; be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly;

11.       Cooperate with Metagenics with respect to any Product tracking systems that Metagenics may implement from time to time;

12.       Cooperate with Metagenics with respect to any Product recall or other consumer safety information dissemination efforts;

13.       Report to Metagenics any customer complaint or adverse claim regarding the Products and assist Metagenics in investigating and resolving any such complaint or adverse claim; and

14.       Cooperate with Metagenics in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

Revision History:

Effective Date: July 1, 2021

Revised: March 8, 2023