Authorized Retailer Policy

 

This Wellmore Authorized Retailer Policy for Canada (“Retailer Policy”) is issued by Wellmore Holdings Parent, LP (“Wellmore”) and applies to Authorized Retailers of products sold under the Wellmore brands listed at www.getwellmore.com (“Product(s)”) in Canada.  By purchasing Products from Wellmore for retail sale, you (“Retailer”) agree to adhere to the following terms.  This Retailer Policy supplements any then-current retailer agreement between you and Wellmore.  Until such status is otherwise revoked by Wellmore, in Wellmore’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer.”  Wellmore may review Retailer’s activities for compliance with this Retailer Policy, 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.

 

1. Authorized Customers. Retailer is authorized to sell Products only to End Users in Canada.  An “End User” is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party.  Retailer shall not sell or transfer Products to any person or entity Retailer knows or has reason to know intends to resell the Products.  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 of Canada without Wellmore’s prior written consent.

 

2. Online Sales.

 

• Retailer is authorized to offer for sale and sell Products through Permissible Public Websites 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 business name or trade name;
• is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Kroger Marketplace, Target+, and Walmart Marketplace); and
• is operated in compliance with the Wellmore Online Sales Guidelines, attached as Exhibit A, as Wellmore may amend from time to time.

 

• 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 without the prior written consent of Wellmore.

 

• Wellmore 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 Retailer must cease all such offering for sale and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Retailer Policy supersede any prior agreement between Wellmore and Retailer regarding the sale of the Products online.  Any authorization previously granted to Retailer by Wellmore to sell the Products on or through a website, mobile application, or other online forum is revoked.

 

3. 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 Wellmore.  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 Wellmore or the Products.  Retailer shall not advertise Products not carried in inventory.  

 

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

 

5. Intellectual Property.

 

• Retailer acknowledges and agrees that Wellmore or its licensors own all proprietary rights in and to the Wellmore brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Wellmore IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Wellmore 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 Wellmore IP shall inure solely to the benefit of Wellmore or its licensors.

 

• Retailer’s use of the Wellmore IP shall be in accordance with any guidelines that may be provided by Wellmore from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Wellmore reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Wellmore IP at any time, without limitation.  In marketing the Products, Retailer shall only use images of Products either supplied by or authorized by Wellmore 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 Wellmore product name or any trademark owned by or licensed to Wellmore, nor a misspelling or confusingly similar variation of any Product name or any trademark owned by or licensed to Wellmore.

 

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

 

7. Modification. Wellmore reserves the right to update, amend, or modify this Retailer Policy 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 Wellmore IP, or use of any other information or materials provided by Wellmore to Retailer will be deemed Retailer’s acceptance of the amendments.

 

8. Language. The parties hereto confirm that it is their wish that this policy as well as other documents relating hereto, including notices, have been and shall be drawn up in the English language only.  Les parties aux présentes confirment leur volonté que cette politique de même que tous les documents, y compris tous avis, s’y rattachant, soient rédigés en langue anglaise seulement.

 

EXHIBIT A

WELLMORE ONLINE SALES GUIDELINES

 

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

 

2. Anonymous sales are prohibited. Retailer’s full legal name or registered business name or trade 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. 

 

3. At Wellmore’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.

 

4. 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) regarding the Products to Wellmore for review upon request.  All such copies of information provided to Wellmore shall be clear of any personally identifiable information relating to consumers prior to transmission.  Retailer agrees to cooperate with Wellmore 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 as a request to Retailer to disclose personally identifiable information about its customers to Wellmore.

 

5. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, anti-spam, and data security laws, regulations and industry standards, including, but not limited to, the Personal Information Protection and Electronic Documents Act (Canada), S.C. 2000, c. 5 and similar provincial privacy legislation, Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 (“CASL”) and the Payment Card Industry Data Security Standard (“PCI DSS”), including, without limitation, all notice, consent and unsubscribe obligations thereunder. Retailer shall maintain and make available on the Permissible Public Websites detailed privacy policies that accurately describe its personal information practices and will remain in compliance with its privacy policies and the requirements of any contract to which it is a party.  So long as Retailer retains authorization to sell Products on the Permissible Public Websites, Retailer will maintain a comprehensive written information security governance program, which will include reasonable and appropriate physical, administrative and technological controls designed to prevent the unauthorized access to, use, disclosure, destruction, or loss of personal information in Retailer’s custody and control.  Retailer will not send or cause or permit to be sent any commercial electronic messages or install or cause to be installed any mobile applications or other computer programs, as such terms are defined under CASL, on behalf of Wellmore.  Retailer will solely be responsible for all commercial electronic messages sent in connection with this Policy.

 

6. 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.

 

7. Except where Retailer has entered into a drop-shipment arrangement with Wellmore whereby Wellmore 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

WELLMORE PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

 

1. Comply with all instructions provided by Wellmore regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels, or Product Safety Data Sheets. Store Products in a cool, dry place, away from direct sunlight, or as otherwise instructed by Wellmore.

 

2. Sell Products in their original packaging. Relabeling, repackaging (including, without the separate written authorization of Wellmore, the separation of bundled Products or the pairing or bundling of Products with any non-Wellmore products), 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.

 

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 Wellmore by calling 866.841.9355.

 

6. Inspect inventory regularly for Products that are past their expiration date and do not sell any Products that are past such date or within ninety (90) days of that date. Destroy or dispose of Products that are past their expiration date in accordance with instructions provided by Wellmore 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.  If unable to respond to customer inquiries effectively, immediately notify Wellmore.

 

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 Wellmore. 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.  Wellmore reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Wellmore.  Cooperate with Wellmore in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider. 

 

9. Cooperate with Wellmore with respect to any Product tracking systems that may be implemented from time to time. Additionally, maintain in Canada such documents and records (and for such period of time) as may be required by applicable law to ensure that Products may be traced in the event of a product recall or safety incident.

 

10. If any regulatory authority issues a recall or takes similar action in connection with the Products, or if Wellmore determines that an event, incident or circumstances has occurred which requires a recall or market withdrawal of the Products, Wellmore shall advise you. Wellmore shall have the right to control and manage any Product recall.  Cooperate fully with Wellmore in the event of a Product recall or any consumer safety information dissemination efforts.  Provide Wellmore with information regarding sales of the Products when requested by Wellmore, at no charge, and in the case of information requested in connection with a recall of any Product within twenty-four (24) hours.  In the event of a recall, you, shall pay all costs and expenses you incur resulting from such recall and to the extent that the recall arises out of or results from your negligence, you shall also be responsible for the expenses and costs incurred by Wellmore in respect of such recall.

 

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

 

12. Promptly report to Wellmore (within 48 hours or such shorter period as may be required by applicable law) any customer complaint or adverse claim regarding the Products of which you become aware. In the event the customer complaint or adverse claim relates to an incident or occurrence that resulted or may reasonably have been expected to result in serious injury to an individual or serious adverse effect on an individual’s health (including, without limitation, if such complaint or adverse claim relates to incorrect or insufficient labelling instructions or the lack of a label or instructions), immediately report such complaint or adverse claim to Wellmore.  Cooperate fully with Wellmore and assist Wellmore in investigating all complaints or adverse claims regarding the Products.  As between you and Wellmore, Wellmore shall have the sole authority to correspond with regulatory authorities with respect to complaints or adverse claims regarding the Products.

 

13. Cooperate with Wellmore 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.