I/We ("Reseller") affirms that the information provided above is accurate. Reseller agrees to the terms and conditions herein. Reseller agreesto resell Naturevibe Botanicals productsto consumers andto represent Naturevibe Botanicals in aprofessional businesslike manner. Reseller will adhere to andcomply withNaturevibe Botanicals MAP policy attachedherein.Reseller will sellNaturevibe Botanicals products onlyinthe physical locations or website URLs set forth in this agreement and only directly to consumers, unless the product(s) being sold is/are used as a bulk ingredient.
Reseller will not sell or advertise Naturevibe Botanicals products to or through online resellers such as Amazon, Ebay, Jet.com or other web-based resellers of any kind. Reseller will not sell or otherwise transfer or drop-ship Naturevibe Botanicals products to any of its affiliates, other entities or people if such products are to be listed for sale through online resellers as indicated herein. Reseller will not
purchase and/or utilize any online key words containing the term "Naturevibe Botanicals" from any source such as Google AdWords or any other source. Reseller agrees that selling in locations other than authorized locations will cause damage to Naturevibe Botanicals in an amount that cannot be determined at this time but agrees to pay for said damages (including attorney's fees) that result from Reseller’s failure to comply with the requirements herein. Reseller further agrees that Naturevibe Botanicals may immediately suspend reseller status until the appropriate corrections are made and/or immediately terminate this agreement in its entirety.
LIQUIDATED DAMAGES: The parties to this agreement each recognize that the authenticity and direct sourcing from Naturevibe Botanicals of its products is important to the reputation and branding of Naturevibe Botanicals. Specifically, Reseller understands that Naturevibe Botanicals’s reputation of being the leading on-line source of Naturevibe Botanicals products is valuable to Naturevibe Botanicals Reseller and Naturevibe Botanicals agrees that it is, and would be difficult to ascertain the exact value of the damage that that would be caused to Naturevibe Botanicals’s brand if unauthorized third parties were to sellNaturevibe Botanicals Products on-line. The parties have discussedthisissue and agree that $ 5,000 is afairestimate ofthe damage likely to be caused to the Naturevibe Botanicals brand if Reseller were to sell any Naturevibe Botanicals products on-line or to third parties that sell it online. The parties have been represented bycounsel inthe negotiation of this agreement, and/or understand that they may be so represented. Reseller represents that it is in the business of re-selling food products and understands the difficulty of proving the damage that would be caused to the Naturevibe Botanicals brand.
INDEMNIFICATION: Reseller (“Indemnifying Party”) shall indemnify, hold harmless and defend Naturevibe Botanicals and its officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are incurred by indemnified Party and/or awarded against Indemnified Party (collectively “Losses”) arising out of Reseller’s unauthorized reselling and/or advertising to or through on-line resellers including, but not limited to Amazon, Jet.com or other web-based resellers of any kind.
DAMAGES AND WARRANTY Reseller will inspect all shipments for damages within 10 days of arrival at final destination and will request an RMA (Return Merchandise Authorization) if necessary for any damages. No RMA's will be accepted after that date for damaged goods. If no RMA is requested during the 10 day timeframe, Naturevibe Botanicals will deem the goods to have been accepted as satisfactory or in good selling condition. Reseller will send photos of damaged goods to Naturevibe Botanicals with the return or credit request. If no photos of damage are provided, no RMA will be issued. At the time of RMA, Naturevibe Botanicals will issue a call tag to reseller, if call tag is not used to return the products to Naturevibe Botanicals within 10 business days, the call tag will be voided and products will not be applicable for a credit or replacement. Naturevibe Botanicals does not accept returns for expiration dates beyond 30 days from receipt of goods. If reseller is unable to sell products prior to their expiration date, Reseller will not be entitled to a refund. Goods damaged by opening boxes with box cutters or other types of damages caused by Reseller will not be returnable. Returns will only be accepted for goods (1) damaged by Naturevibe Botanicals, (2) with expiations that are less than 6 months upon delivery, or (3) that are spoiled within expiration date. If productsare returned for reasons otherthan acceptable reasonsstated herein, arestocking fee of25%-100%will apply at Naturevibe Botanicals's sole discretion.
Naturevibe Botanicals may freely assign this agreement. This agreement will be governed by the laws of the State of California, without regard to its choice of law provisions, and any disputes arising under this agreement shall be filed in the appropriate court in the county of San Diego. Any notices pertaining to this agreement shall be delivered to the addresses of Naturevibe Botanicals and Reseller as listed herein.
Either party may terminate this agreement with 30 days advance written notice to the other party, except in the case of Naturevibe Botanicals's right to terminate this agreement as set forth above, in which case no advanced notice is required.
This agreement and its attachments constitute the only agreement between Naturevibe Botanicals & Reseller pertaining to the subject matter herein. The parties hereby agree to these terms and conditions.
ATTORNEYS’ FEES: Shouldit be necessaryto institute any action toenforce the termsofthis Agreement,the partieshereby agree that the prevailing party in any such action shall be entitled to recover its reasonable attorneys’ fees, as well as all costs of the action, including, but not limited to court or arbitration tribunal costs, filing fees, exhibit fees, forensic consultant fees, litigation support costs and expert witness fees. Further, recoverable attorney fees and costs shall include the costs for such items for any appeals. This paragraph shall remain independent from any judgment entered to enforce its terms, shall not merge therewith, and shall entitle the prevailing party to attorneys’ fees and costs incurred in connection with post judgment collection and enforcement efforts. For purposes of this provision, if a matter is filed in any venue other than the state or federal courts in San Diego County, California and the matter is dismissed for improper venue, the party that did not file the action shall be deemed the prevailing party in that action.
MINIMUM ADVERTISED PRICE POLICY (MAP)
In order to protect our reputation for quality products, Sunfood Corporation (“Sunfood”) has adopted
the Minimum Advertised Price Policy (“MAP”). The policy states as follows:
Naturevibe Botanicals has established a Minimum Advertised Price Policy for all products sold or represented by Naturevibe Botanicals. Naturevibe Botanicals reserves the right to cease supplying product to any dealer/wholesaler whose advertising of the product (or to any distributor who sells to a dealer whose advertising of the product) contains a price lower than the Manufacturer's Suggested Retail Price (MSRP) set forth in the current Naturevibe Botanicals Price List.
This policy appliesto all forms of wholesaler/distributor advertising including mailings, catalogs, displays at consumer shows/exhibits, and any and all other forms of advertising media, including without limitation, the internet and any other electronic network. Any price information relating to Naturevibe Botanicals products on an internet website which can be accessed directly through the transfer protocol (http) is considered to be advertising for purposes of this policy. Electronic mail sent in direct response to a customer inquiry is not considered to be advertising.
This policyonlyconcerns advertised prices, and applies equallyto all Naturevibe Botanicals distributors and wholesalers. Exceptionsto this policy include any Naturevibe Botanicals authorized promotions for the specified timeframe as provided in writing by Naturevibe Botanicals.
The foregoing is a statement of our Naturevibe Botanicals unilateral policy and expresses the terms upon which we will deal with our customers. Naturevibe Botanicals may modify the MAP policy from time to time. Naturevibe Botanicals does not seek, nor will it accept, any agreement or understanding with you or anyone else with respect to the prices you may advertise or charge at any time.