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Authorized Resale Policy

This policy applies to authorized resellers (“Reseller”) of Thorne products (“Products”). By purchasing Products from Thorne or an Authorized Thorne Distributor for retail sale, the Reseller agree to adhere to the following terms and conditions. Until such status is otherwise revoked by Thorne in Thorne’s sole discretion, Reseller will be considered to be an authorized Reseller hereunder.

In addition to other available remedies, if a Reseller violates this policy, then Thorne reserves the right to terminate Reseller’s status as an authorized reseller through written or electronic notice to Reseller of such termination.

  1. Manner of Sale. Reseller will sell Products only as set forth herein. Otherwise, Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under Thorne’s Product warranties, as described in Section 3, below.
      1. Authorized Customers. Reseller is authorized to sell Products solely to End Users. An “End User” is a purchaser of Products who is the ultimate consumer for whom Products were designed and who does not intend to resell Products to any third party. Reseller will not sell or transfer to anyone a quantity of Products greater than that generally purchased by an individual for personal use. Reseller will not sell or transfer any Products to any person or entity for purposes of resale without the prior written consent of Thorne. This prohibition includes sales to any B2B accounts, wholesalers, freight forwarders/drop shippers for other resellers, or any other person or entity Reseller knows or has reason to know intends to resell Products. This Section 1(a) does not apply where prohibited by law; for example, the European Union (the “EU”).
      2. Online Sales. Reseller is permitted to market for sale and sell Products on or through Permissible Public Websites pursuant to the terms below and operated in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application operated by Reseller in Reseller’s legal name or registered fictitious name (DBA). To the extent Reseller presently sells or intends to sell Products on or through a Permissible Public Website, Reseller’s Permissible Public Website must comply with the following requirements:
        • (i) The Permissible Public Website must not give the appearance is operated by Thorne or any third party.
        • (ii) Anonymous sales are prohibited. The Permissible Public Website must conspicuously state Reseller’s full legal name or registered fictitious name, mailing address, email address, and telephone contact. Reseller must also include this information with any shipment of Products from the Permissible Public Website, either within the package or in an order confirmation email delivered at the time of purchase.
        • (iii) At Thorne’s request, Reseller must reasonably cooperate in demonstrating and/or providing access to, and copies of, webpages that comprise Reseller’s Permissible Public Website.
        • (iv) The Permissible Public Website must have a mechanism for receiving customer feedback and Reseller must use reasonable efforts to address customer feedback and inquiries received in a timely manner. Reseller agrees to provide copies of information related to customer feedback (including responses to customers) to Thorne for review on request. Reseller agrees to cooperate with Thorne in the investigation of negative online review associated with Reseller’s sale of Products and to use reasonable efforts to resolve such negative reviews.
        • (v) The Permissible Public Website will be in compliance with applicable privacy, accessibility, and data security laws, regulations, and industry standards.
        • (vi) Reseller will be responsible for fulfillment to its customers who order Products through the Permissible Public Website, applicable taxes associated with such purchases of Products, and returns of Products.
        • (vii) Unless authorized by Thorne in writing, Reseller may not use a third-party fulfillment service to store inventory or fulfill orders for Products. Under no circumstances may Product orders be fulfilled in a way that might result in shipped Products coming from stock other than Reseller’s.
        • (viii) In marketing Products on the Permissible Public Website, Reseller may only use images of Products either supplied by or authorized by Thorne, and Reseller must keep Product images and descriptions up-to-date. Reseller will not advertise Products not carried in inventory.

    Reseller will not offer for sale or sell Products on or through any website, online marketplace, (including, without limitation, Amazon, eBay, Target+, Rakuten, Walmart Marketplace, or Sears Marketplace), mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Thorne. Thorne reserves the right to terminate, at any time and in its discretion, its approval for Reseller to market for sale and sell Products on the Permissible Public Website, and Reseller must cease such marketing and sales on Reseller’s Permissible Public Website immediately on notice of such termination. The terms of this Policy supersede any prior agreement between Thorne and Reseller regarding the sale of Products online.

    1. Sales Practices and Inventory. Reseller will conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of Products or other products and will not engage in deceptive, misleading, or unethical practices or advertising. Reseller will not make warranties or representations concerning Products except as expressly authorized by Thorne. Reseller will comply with applicable laws, rules, regulations, and policies applicable to Reseller’s business or related to the advertising, sale, and marketing of Products. Reseller and Reseller’s agents will represent Products in a professional manner and refrain from conduct that is or could be detrimental to the reputation of Thorne or Products. Furthermore, Reseller will carry an inventory of Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers.
  2. Product Care, Customer Service, and Other Quality Controls.
    1. Product Packaging and Display. Reseller will sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to Products or their packaging is not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging is prohibited. Reseller may not remove, translate, or modify the contents of labels or literature on or accompanying Products, except where required by applicable local laws and regulations, or as expressly authorized by Thorne. Reseller will not advertise, market, display, or demonstrate non-Thorne products together with Products in a manner that would create the impression the non-Thorne products are made by, endorsed by, or associated with Thorne.
    2. Returned Product. Reseller will not resell Products that have been returned opened or repackaged.
    3. Customer Service. Reseller and Reseller’s sales and customer service personnel will familiarize themselves with the features of Products marketed for sale and must obtain sufficient knowledge of Products to advise End User customers on the selection and safe use of Products, as well as applicable warranty, guarantee, or return policy. Reseller must make itself available to respond to customer questions and concerns before and after sale of Products and should endeavor to respond to customer inquiries promptly. Reseller agrees to cooperate with Thorne in the investigation and resolution of quality or customer service issues related to Reseller’s sale of Products, including disclosing information regarding Product sources, shipment, and handling.
    4. Product Storage and Handling. Reseller will comply with instructions provided by Thorne regarding the storage, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Reseller will exercise due care in storing and handling Products. Reseller will store Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with additional storage guidelines specified by Thorne from time to time.
    5. Product Inspection. Promptly on receipt of Products, Reseller will inspect Products for damage, defects, broken seals, or other non-conformance (collectively, “Defects”). If a Defect is identified, then Reseller must not offer the Product for sale and must report such Defect to Thorne or its Authorized Distributor’s Customer Service Department within thirty (30) days from the date of purchase. Reseller will inspect its inventory regularly for expired or soon-to-be expired Products and will remove such Products from its inventory. Reseller will not sell Products that are expired or close to expiration. Reseller will destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Thorne.
    6. Product Tracking. Reseller will cooperate with Thorne with respect to Product tracking systems that might be implemented from time to time.
    7. Recall and Consumer Safety. To ensure the safety and well-being of End Users of Products, Reseller will cooperate with Thorne with respect to a Product recall or other consumer safety information dissemination efforts. Reseller will report to Thorne any customer compliant or adverse event report regarding Products of which Reseller becomes aware. Reseller will assist Thorne in investigating such complaints or adverse event report.
    8. Disease Claims. To protect Reseller and Thorne from legal liability due to the regulatory requirements of the U.S. Food and Drug Administration and the U.S. Federal Trade Commission regarding disease claims associated with nutritional supplement products, Products must not be displayed or mentioned on Permissible Public Websites within two (2) clicks of any disease claim. Thorne reserves the right to demand that Reseller make changes to its Permissible Public Website to the extent Reseller is making statements about Products in any manner that would violate the regulations implemented by the U.S. Food and Drug Administration, the U.S. Federal Trade Commission, or the regulations implemented by any other federal or state agency.
    9. California Proposition 65. Reseller agrees to assist Thorne in complying with Thorne’s Proposition 65 warning notice obligations related to the sale of Products being shipped to consumers residing in the State of California.
  3. Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THE WARRANTY SECTION OF THE DOCUMENTS ACCOMPANYING PRODUCTS OR IN PRODUCT LITERATURE FURNISHED BY THORNE CONTAINING PRODUCT WARRANTIES, AS IN EFFECT FROM TIME TO TIME (THE “STATEMENT OF WARRANTY”), THORNE PRODUCTS ARE SOLD ON AN “AS IS” BASIS AND THORNE MAKES NO REPRESENTATION OR WARRANTY OF ANY NATURE OR KIND REGARDING PRODUCTS. THORNE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. THORNE’S SOLE OBLIGATION AND LIABILITY WITH RESPECT TO ITS WARRANTY AS SET FORTH IN THIS STATEMENT OF WARRANTY WILL BE, AT THORNE’S OPTION, TO REPLACE THE RELEVANT PRODUCT AT THORNE’S COST. THORNE WILL NOT BE LIABLE TO RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
  4. Intellectual Property. Reseller acknowledges and agrees that Thorne owns the proprietary rights in and to the Thorne brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to Products (“Thorne IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use Thorne IP solely for purposes of marketing and selling Products as set forth herein. This license will cease on termination of Reseller’s status as an Authorized Reseller. Goodwill arising from Reseller’s use of Thorne IP will inure to the benefit of Thorne. Reseller’s use of Thorne IP will be in accordance with guidelines provided by Thorne from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Thorne reserves the right to review and approve, in its discretion, Reseller’s use or intended use of Thorne IP at any time, without limitation. Reseller will not create, register, or use any domain name or any mobile application that contains any Thorne Product name or any trademark owned by Thorne, nor a misspelling or confusingly similar variation of any Thorne Product name or any trademark owned by Thorne. Reseller will only use images and likenesses of Thorne IP (including pictures of bottles bearing Thorne labeling) and copyrighted Product descriptions authorized and approved by Thorne. Reseller does not have the right to affix any Thorne trademark to any product or other material that is not a Thorne Product.
  5. Use of Thorne Trademarks Online. To the extent Reseller presently sells or intends to sell Products on or through a Permissible Public Website, Reseller will use the trademark symbols “®” or “™” as appropriate, when displaying Thorne’s trademarked names and/or Products, as an attribution of Thorne’s ownership of its trademarks. Thorne will periodically review Reseller’s Permissible Public Website and reserves the right to demand that Reseller make changes to its Permissible Public Website regarding the use of Thorne IP, even if Thorne has previously approved Reseller’s Permissible Public Website or the material displayed thereon.
  6. Thorne Logo. To the extent Reseller presently sells or intends to sell Products on or through a Permissible Public Website, the Thorne logo may only be used in the form supplied by Thorne for use online. Neither the file name nor the name of the image may be changed or modified from the original form supplied by Thorne.
  7. Digital Advertising. To protect its brand and ensure that consumers are provided with accurate and complete information regarding Products, a Reseller is prohibited from bidding on Thorne-owned trademarks. This restriction applies to both brand and trademarked Product names; for example, a reseller is not permitted to bid on “Thorne” as a stand-alone or long-tail keyword. This restriction only covers trademarks, there are no other restrictions on incorporating Thorne products in advertising efforts.
  8. Termination. On termination of Reseller’s status as an Authorized Reseller, Reseller will cease selling Products, cease acting in any manner that gives the impression Reseller is an Authorized Reseller of Products or has an affiliation with Thorne, and cease using Thorne IP.
  9. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Section 1 (Manner of Sale), Section 2 (Product Care, Customer Service, and Other Quality Controls), Section 4 (Intellectual Property), or Section 5 (Termination), it is agreed and acknowledged that Thorne has no adequate remedy in money or other damages at law. Accordingly, Thorne will be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Policy of any particular remedy will be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Policy. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Thorne to exercise any right(s) herein or to insist on full compliance by Reseller with Reseller’s obligations will constitute a waiver of any provision herein or otherwise limit Thorne’s right to enforce any or all provisions and parts thereof.
  10. Audit. Thorne reserves the right to audit and/or monitor Reseller’s activities for compliance with this Policy, and Reseller agrees to cooperate with such investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of Products.
  11. Miscellaneous. Thorne reserves the right to amend this Policy. Unless otherwise provided, such amendment will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of Products, use of Thorne IP, or use of any other information or materials provided by Thorne to Reseller will be deemed Reseller’s acceptance of such amendment. If any provision of this Policy is held contrary to law, then the remaining provisions will remain valid. It is Thorne’s intention to comply with the laws and regulations in the jurisdictions and countries in which Thorne conducts business. Furthermore, if any term or condition of this Policy is contrary to antitrust or competition laws of a specific jurisdiction or country, then such term or condition will not apply to Reseller within that jurisdiction or country. To the extent allowed by law, this Policy and any dispute arising under it will be governed by, construed, and enforced in accordance with the laws of the State of South Carolina, without regard to its choice of law rules. If there is a dispute over a term or performance under this Policy, then Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Charleston County, South Carolina.

 

This Policy is effective as of Aug 25, 2022

 

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