HEALTHFORCE, INC.

AUTHORIZED RETAILER TERMS & CONDITIONS FOR THE UNITED STATES

Effective Date: November 1, 2022

These HealthForce, Inc. Authorized Retailer Terms & Conditions for the United States (“Retailer Terms & Conditions”) is issued by HealthForce, Inc. (“HealthForce”) and applies to Authorized Retailers of HealthForce products (“Product(s)”) in the United States of America.  By purchasing Products from HealthForce for retail sale, you (“Retailer”) agree to adhere to the following terms and conditions.  These Retailer Terms & Conditions supersede any previously-issued HealthForce Authorized Retailer Terms & Conditions.  Until such status is otherwise revoked by HealthForce, in HealthForce’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer.”

Purchase Orders. Orders for Products made by Retailer shall be handled pursuant to the then-current product order, shipment, and return procedures, which may be amended by HealthForce at any time in its sole and absolute discretion. HealthForce reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Retailer (including, without limitation, any terms contained in any document incorporated by reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless expressly agreed to in writing by HealthForce. Furthermore, HealthForce will not be bound by any “disclaimers,” “click wrap,” or “click to approve” terms or conditions now or hereafter contained in any website used by Retailer in connection with the Products or any sale thereof. Acceptance of HealthForce products for retail sale is deemed agreement to these terms and conditions and any conflicting terms in Retailer’s purchase documentation and/or other vendor terms and conditions shall be of no force or effect.

Returns. All returns must include the (1) reason for return, (2) item/name description, (3) lot number, and (4) expiration date. Returns will be cross checked against the original invoice and approved on a case-by-case basis. 

Returns / refunds will only be considered for 90-days from purchase.

Net 30 accounts will be issued a credit memo. They may deduct the credited amount from a future payment, provided that the credit memo number is referenced on the remittance. Credit card customers will be issued a credit memo. They will need to alert CS when to apply that credit memo number on a future order, once placed. Customers placing online orders can request a discount code to use on the wholesale website with their credit memo. 

Expired products and products nearing expiration are considered non-refundable. Credits for these items will be considered on a case-by-case basis if there are extenuating circumstances. 

If orders are damaged in transit, please alert customer service and send photos to support@healthforce.com.

Expired products and products nearing expiration are non-refundable. Products shipped to retail partners will have a minimum of 6 months shelf-life remaining unless otherwise requested and arranged at the time the order is placed. 

IMPORTANT: Credit Memos issued by HealthForce are valid for 180 days from the date of issue.

Authorized Customers. Retailer 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. Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.  Retailer shall not sell, ship, or promote the Products outside the United States of America without HealthForce’s prior written consent.

Online Sales. Retailer is authorized to offer for sale and sell Products through Permissible Public Websites and/or Permissible Online Delivery Services in accordance with the terms herein.

A “Permissible Public Website” is a website or mobile application that:

is operated by Retailer in Retailer’s legal name or registered fictitious name;

is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, and Walmart Marketplace); and

is operated in compliance with the terms and conditions set forth in the HealthForce, Inc. Online Sales Guidelines, attached as Exhibit A, as HealthForce may amend from time to time.

A “Permissible Online Delivery Service” is a third-party vendor engaged by Retailer that provides services to pick up Products from Retailer for prompt delivery to End Users (but does not provide warehousing or storage services) and may also provide listing or payment collection services via the service’s website or mobile application (g., Shipt, Instacart).

Retailer shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website and/or Permissible Online Delivery Service without the prior written consent of HealthForce, which is granted through the execution by HealthForce of the HealthForce, Inc. Online Seller Agreement.

HealthForce reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to offer for sale and sell Products on the Permissible Public Websites and/or Permissible Online Delivery Services, and Retailer must cease all such offering for sale and sales on the Permissible Public Websites and/or Permissible Online Delivery Services immediately upon notice of such termination. These Retailer Terms & Conditions supersede any prior agreement between HealthForce and Retailer regarding the sale of the Products online. Any authorization previously granted to Retailer by HealthForce to sell the Products on or through a website, mobile application, or other online forum is revoked.

Sales Practices. Retailer 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.  Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by HealthForce.  Retailer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Retailer’s business and/or (b) related to the marketing and sale of the Products.  Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of HealthForce or the Products.  Retailer shall not advertise Products not carried in inventory. Retailer shall only purchase Products from HealthForce.

Product Care, Customer Service, and Other Quality Controls. Retailer shall comply with the HealthForce, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as HealthForce may amend from time to time.

California Proposition 65 Compliance. Retailer shall comply with the HealthForce, Inc. California Proposition 65 Internet Clear and Reasonable Warning Policy and Notice to Authorized Retailers found in California Proposition 65 Policy. HealthForce may amend the policy from time to time.

Intellectual Property.

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

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

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

Audit. HealthForce may review Retailer’s activities for compliance with these Retailer Terms & Conditions, and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of the Products.

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

Modification. HealthForce reserves the right to update, amend, or modify these Retailer Terms & Conditions at any time.  Unless otherwise provided, such amendments will take effect immediately, and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the HealthForce IP, or use of any other information or materials provided by HealthForce to Retailer will be deemed Retailer’s acceptance of the amendments.

Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Retailer Terms & Conditions, it is agreed and understood that HealthForce will have no adequate remedy in money or other damages at law. Accordingly, HealthForce shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Retailer Terms & Conditions of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Retailer Terms & Conditions. No failure, refusal, neglect, delay, waiver, forbearance, or omission by HealthForce to exercise any right(s) herein shall constitute a waiver of any provision herein.

Confidentiality. These Retailer Terms & Conditions, and its attachments, constitute confidential, proprietary information of HealthForce and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of HealthForce.

Miscellaneous. The Retailer Terms & Conditions and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Retailer Terms & Conditions, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts in Miami-Dade County, Florida. If any provision of the Retailer Terms & Conditions is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Retailer Terms & Conditions: Sections 5, 6, 8, 11, 12, and 13. To the fullest extent possible EACH PARTY HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE RETAILER TERMS & CONDITIONS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF, THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENDFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

RETAILERS AGREE to be bound by ALL of the following policies, found on the website and linked to here: Terms of Service, Authorized Retailer Terms & Conditions, Minimum Advertised Price (MAP) Policy, and California Proposition 65 Policy (if selling to customers in California), and Disclaimer: Claims Policy. 

 

EXHIBIT A

HEALTHFORCE, INC. ONLINE SALES GUIDELINES

The Permissible Public Websites must not give the appearance that they are operated by HealthForce or any third party.

Anonymous sales are prohibited. Retailer’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.

At HealthForce’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.

The Permissible Public Websites shall have a mechanism for receiving customer feedback, and Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) related to Retailer’s sale of the Products to HealthForce for review upon request.  Retailer agrees to cooperate with HealthForce in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews.  Retailer shall maintain all records related to customer feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted.  Nothing in this paragraph shall be construed to require Retailer to disclose identifying information about its customers to HealthForce.

The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.

Except where Retailer has entered into a drop-shipment arrangement with HealthForce whereby HealthForce ships Products on Retailer’s behalf to customers who order Products through Permissible Public Websites, under no circumstances shall Retailer permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than Retailer’s.

 

EXHIBIT B

HEALTHFORCE, INC.

PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

Comply with all instructions provided by HealthForce 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, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by HealthForce from time to time.

Sell Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted.  Do not advertise, market, display, or demonstrate non-HealthForce products together with the Products in a manner that would create the impression that the non-HealthForce products are made by, endorsed by, or associated with HealthForce.

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.

Do not resell any Product that has been returned opened or repackaged. Do not sell or label the Products as “used,” “open box,” or any other similar descriptors.

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 HealthForce at orders@healthforcesuperfoods.com.

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

Be familiar with the special features of all 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.

Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products including, but not limited to, a Permissible Online Delivery Service, is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by HealthForce. 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.  HealthForce reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to HealthForce.  Cooperate with HealthForce in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.

Cooperate with HealthForce with respect to any Product tracking systems that may be implemented from time to time.

Cooperate with HealthForce with respect to any Product recall or other consumer safety information dissemination efforts.

Implement commercially reasonable loss prevention and anti-diversion measures.

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

Cooperate with HealthForce 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.

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