Prospective Reseller,
At UpWellness, LLC, we recognize that our Authorized Resellers and their clients or customers are a vital part of our business and we are committed to their success. The Authorized Reseller Policy (ARP) serves to protect our brand and the integrity of our authorized distribution channels.
The UpWellness ARP ensures that all sellers of UpWellness products understand our commitment to product quality and customer service and will resell our products in accordance with our approach and our reputation. In addition, the ARP helps us identify and take action against unauthorized sellers that can damage both revenue and reputation.
Your obligations under the UpWellness ARP are outlined below. Our expectation is that you will comply with the terms of this policy in order to remain an “Authorized Reseller” of UpWellness products. In addition to agreeing to this policy, you will be required to sign an Authorized Reseller Agreement.
We appreciate your careful attention to the UpWellness Authorized Reseller Policy.
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This Policy is effective October 6, 2021.
Authorized Reseller Policy
Verified Resellers Only
UpWellness Resellers must be either:
1. A US-based Health Professional with a valid license/certification in good standing;
or
2. An approved US-based retail business entity with a valid resale permit.
End-User Sales Only
Reseller is authorized to sell Products to End Users only. An “End User” is a customer who intends to use the Products personally and does not intend to resell Products to any third party. UpWellness Resellers may not knowingly sell or transfer Products to any person or entity who has an intention to resell the Products. UpWellness Resellers shall not market, sell, or ship Products outside the United States of America without UpWellness’ prior written consent.
Online Sales
UpWellness Resellers are primarily “brick and mortar” resellers in health care offices and retail establishments. Resellers may not sell UpWellness products as a third-party seller on marketplace websites such as Amazon, eBay, Walmart, or other similar online venues. In select cases, at the discretion of UpWellness and with prior approval, we may allow online sales on privately owned company websites associated with our brick and mortar partners. Authorized Resellers are entitled to join the UpWellness affiliate program, providing a commission from referenced online sales on the UpWellness.com site.
Sales Practices
Resellers are expected to run ethical businesses and shall not engage in any deceptive, misleading, unethical, or unkind marketing or advertising at any time. Resellers will not make any representations of Products except as expressly authorized by UpWellness. Reseller shall comply with all applicable laws, rules, regulations, and policies related to the advertising, sales, and marketing of the Products.
Minimum Advertised Price (MAP) Policy
UpWellness understands that certain marketing practices have the potential to undermine other Resellers and UpWellness’s own reputation, brand, and image within the target market. Accordingly, UpWellness has adopted a Minimum Advertised Price (MAP) Policy, which applies to all authorized Resellers of UpWellness Products in the United States.
The MAP Policy applies to advertisements of the UpWellness products listed on the UpWellness MAP Schedule (“Covered Products”). The UpWellness MAP Schedule will be made available to all Resellers and may be amended by UpWellness at its own discretion at any time.
UpWellness is responsible for establishing the minimum advertised price (“MAP”) for each Covered Product and communicating the MAP to all Resellers. Resellers may advertise and sell UpWellness Products at any price they deem appropriate as long as it is at or above the MAP.
Resellers may not offer coupons, discounts, rebates, or other inducements that result in a price lower than the MAP for any covered product.
Product Care, Customer Service, and Quality Control
Reseller must comply with all instructions provided by UpWellness regarding the storage, handling, shipping, and disposal of the Products, including instructions provided on Product labels. Unless otherwise noted, Products should be stored in a cool, dry location away from direct sunlight.
Products must be sold in their original packaging. Relabeling, repackaging, altering (including bundling or un-bundling Products or the bundling of Products) is not permitted. Reseller will not remove or modify any label or literature on or accompanying the Products, including SKU number, UPC code, batch/lot code, expiration date, or other information on Products or packaging.
UpWellness Resellers will not market or sell any Product that has been opened or repackaged.
Upon receipt of the Products, Resellers shall promptly inspect Products and packaging for damage, defect, broken seals, evidence of tampering, or other defects. If any defect is identified, Reseller must not offer the Product for sale and must promptly report the defect to UpWellness to our Customer Service team:
Phone: 800-876-2196
E-mail: reseller@upwellness.com
Resellers are expected to sell the Products on a first-in-first-out (FIFO) basis.
Resellers are expected to inspect inventory regularly for expired or soon-to-be expired Products. Reseller shall not sell any Products that are expired. Reseller shall destroy or dispose of expired Products in accordance with appropriate regulations.
Resellers are expected to be familiar with the unique features of all Products for sale sufficient to advise customers on the selection and safe use of the Products. Reseller must be available and endeavor to respond promptly to customer questions or concerns that arise before and after the sale of the Products.
Resellers are expected to cooperate with UpWellness on any product recall, tracking system, or consumer safety issue that may arise.
Reseller shall promptly report any customer complaint, adverse effect claim, and/or “serious adverse event” (as defined under 21 U.S.C. §379aa-1(a)(2)) that they become aware of related to their customers use of Products. Claims of this nature must be reported to our Customer Service team. Additionally. Reseller shall assist UpWellness in investigating any such complaints, adverse claims, or “serious adverse events” related to the use of Products.
Intellectual Property
Reseller acknowledges and agrees that UpWellness, LLC has all rights to the UpWellness brand, name, tagline, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “UpWellness IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use UpWellness 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. UpWellness reserves the right to review and approve Reseller’s use or intended use of the UpWellness IP at any time. Reseller shall not create, register, or use any URL, domain name, website, or mobile application that contains any UpWellness product name or any trademark owned by UpWellness. Additionally, Reseller may not use a similar spelling, misspelling or confusingly similar variation of any UpWellness product name or any trademark owned by UpWellness.
Policy Administration
UpWellness may update, revise, modify, suspend, or terminate this Policy at any time. Any such modifications will be made available to all authorized Resellers.
No UpWellness agent or employee or Reseller agent or employee is authorized to modify or grant exceptions to this Policy. Any questions about this Policy should be submitted in writing and directed to UpWellness’s Reseller Policy Administrator at reseller@upwellness.com
