Authorized Resale Policy

Dear Reseller,


At Nutrex Hawaii, Inc. (“Nutrex Hawaii”), we are committed to you—the reseller partners that help our company satisfy customer needs and deliver products that utilize the benefits of microalgae to improve health in the world wide community. To protect our brands and the integrity of our authorized distribution channels in the United States, Nutrex Hawaii is implementing a U.S. Authorized Seller Program for the Nutrex Hawaii family of brands, effective January 1, 2024.


Among other benefits, our Authorized Seller Program will ensure that sellers of Nutrex Hawaii products understand and take the steps necessary to ensure product quality and provide the excellent customer service that is integral to the reputation of our brands. In addition, our Authorized Seller Program will assist us in identifying and taking action against unauthorized sellers that are harming you and consumers through the sale of damaged, diverted, and otherwise poor-quality products.

Your obligations under our new Authorized Seller Program are outlined in the Nutrex Hawaii, Inc. Authorized Reseller Policy for the United States, which is attached for your review. You are expected to comply with the Authorized Reseller Policy to be an “Authorized Reseller” of our products. The key features of the Authorized Reseller Policy are noted below:


Thank you for your careful attention to the Authorized Reseller Policy and for your continued support of Nutrex Hawaii and the Nutrex Hawaii family of brands. If you have any questions regarding the Authorized Reseller Policy or Authorized Seller Program, please contact us at resellercompliance@nutrex-hawaii.com.


Sincerely,


Nutrex Hawaii, Inc.


NUTREX HAWAII, INC. AUTHORIZED RESELLER POLICY FOR THE UNITED STATES

Effective Date: January 1, 2024


This Nutrex Hawaii, Inc. Authorized Reseller Policy for the United States (“Reseller Policy”) is issued by Nutrex Hawaii, Inc. (“Nutrex Hawaii”) and applies to Authorized Resellers of Nutrex Hawaii products (“Product(s)”) in the United States of America. By purchasing Products from Nutrex Hawaii or an Authorized Nutrex Hawaii Distributor of the Products for retail sale, you (“Reseller”) agree to adhere to the following terms. This Reseller Policy supplements any then-current reseller agreement between you and Nutrex Hawaii and supersedes the previously-issued Nutrex Hawaii, Inc. Authorized Resale Policy. Until such status is otherwise revoked by Nutrex Hawaii in Nutrex Hawaii’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller.” Nutrex Hawaii may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of the Products.


  1. Authorized Customers. Reseller is authorized to sell Products only to End Users in the United States. An “End User” is any 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 Nutrex Hawaii’s prior written consent.


  2. Limitations on Online Sales; Virtual Dispensaries.


    1. Online Sales Restrictions: Other than a Virtual Dispensary authorized through Section 2(b) below, Reseller shall not offer for sale or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Kroger Marketplace, Target+, and Walmart Marketplace), mobile application, or other online forum without the prior written consent of Nutrex Hawaii, granted through execution by Nutrex Hawaii of the Nutrex Hawaii, Inc. Authorized Online Seller Agreement or through other written means.


    2. Virtual Dispensary Sales: Authorized Resellers that purchase Products from an Authorized Distributor of the Products and are health care professionals with a license/certification (if required by law) or a business entity that has a healthcare professional as an owner, member, operator, manager, director, or other similar authority involved in the sales of Products are authorized to sell the Products on a Virtual Dispensary that is operated by an Authorized Distributor of the Products on behalf of the Authorized Reseller. A “Virtual Dispensary” is a website, micro-site, or mobile application that:


      1. is operated by the Authorized Distributor in its legal name or registered fictitious name;


      2. is primarily used to facilitate Product orders from End Users on behalf of health care professional Authorized Resellers; and


      3. requires the prospective End User to create an account and log-in to purchase the Products.


    3. The terms of this Reseller Policy supersede any prior agreement between Nutrex Hawaii and Reseller regarding the sale of the Products on or through websites, mobile applications, online marketplaces, and other online forums. Any authorization previously granted to Reseller by Nutrex Hawaii to sell the Products on or through a website, mobile application, or other online forum is revoked.


  3. Sales Practices. Reseller shall conduct its 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 Nutrex Hawaii. 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 reputation of Nutrex Hawaii or the Products. Reseller shall not advertise Products not carried in inventory. Reseller shall only purchase Products from Nutrex Hawaii or Nutrex Hawaii’s Authorized Distributors.


  4. Product Care, Customer Service, and Other Quality Controls. Reseller shall comply with the Nutrex Hawaii, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit A, as Nutrex Hawaii may amend from time to time.


  5. Intellectual Property.


    1. Reseller acknowledges and agrees that Nutrex Hawaii or its licensors own all proprietary rights in and to the Nutrex Hawaii brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Nutrex Hawaii IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Nutrex Hawaii IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the Nutrex Hawaii IP shall inure solely to the benefit of Nutrex Hawaii or its licensors.


    2. Reseller’s use of the Nutrex Hawaii IP shall be in accordance with any guidelines that may be provided by Nutrex Hawaii from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Nutrex Hawaii reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Nutrex Hawaii IP at any time, without limitation. In marketing the Products, Reseller shall only use images of Products either supplied by or authorized by Nutrex Hawaii and shall ensure that all Product images and descriptions are accurate and up to date.


    3. Reseller shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Nutrex Hawaii product name or any trademark owned by or licensed to Nutrex Hawaii, nor a misspelling or confusingly similar variation of any Nutrex Hawaii product name or any trademark owned by or licensed to Nutrex Hawaii.


  6. Termination. Nutrex Hawaii may 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 Nutrex Hawaii Products or has any affiliation whatsoever with Nutrex Hawaii; and (iii) using all Nutrex Hawaii IP.


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


EXHIBIT A NUTREX HAWAII, INC.

PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS


  1. Comply with all instructions provided by Nutrex Hawaii regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight.


  2. Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products without Nutrex Hawaii’s separate written consent), and other alterations to Products or their packaging are not permitted.


  3. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging. Do not dilute Products.


  4. Do not resell any Product that has been returned opened or repackaged.


  5. Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to Nutrex Hawaii at customersupport@nutrex-hawaii.com.


  6. Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired or soon-to-be expired. Destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Nutrex Hawaii and applicable law.


  7. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and proper 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.


  8. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Nutrex Hawaii. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third- party logistics provider are commingled with those owned by any third party. Nutrex Hawaii reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Nutrex Hawaii. Cooperate with Nutrex Hawaii in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.


  9. Cooperate with Nutrex Hawaii with respect to any Product tracking systems that may be implemented from time to time.


  10. Cooperate with Nutrex Hawaii with respect to any Product recall or other consumer safety information dissemination efforts.


  11. Implement commercially reasonable loss prevention and anti-diversion measures.


  12. Report to Nutrex Hawaii any customer complaint or adverse claim regarding the Products and assist Nutrex Hawaii in investigating any such complaints or adverse claims.


  13. Cooperate with Nutrex Hawaii 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.