NEW SKINNY MIXES, LLC (“BRAND”) hereby adopts this Reseller Brand Protection Policy (“Policy”) in order to protect its trademarks, service marks, certification marks, logos, and copyrighted material, prevent consumer confusion, and ensure the integrity of its supply chain.
The Policy applies to each person or entity (as applicable, hereby a “Reseller” or “you” or “your”) that purchases BRAND products (the “Products”) for resale or other distribution. BRAND may revoke such authorization at any time for any reason, including, but not limited to, a Reseller’s failure to meet or maintain its business in compliance with this Policy. BRAND reserves the right to modify these terms and conditions at any time.
This Policy is incorporated into any agreement between BRAND and Reseller with respect to Reseller’s purchase or sale of the Products. In the event of a conflict between the applicable agreement to each Reseller and this Policy, the terms of the agreement will control. BRAND reserves the right to prohibit any use of its trademarks that BRAND, in its sole discretion, deems unlawful or improper, even if such use is not expressly prohibited hereunder.
Please read this Policy carefully before agreeing to become a BRAND Reseller. By purchasing Products, you agree to be legally bound by the Policy. If you do not wish to be bound by this Policy, then you expressly agree that you may not resell Products.
Any Reseller that fails to comply with this Policy will be deemed an unauthorized reseller of the Products, and as such, shall have no right to: (i) sell the Products, (ii) use BRAND name and intellectual property, including any of its trademarks or copyrights, or (iii) offer BRAND consumer warranty applicable to any of the Products. Further, if a Reseller is found to be in violation of this Policy, BRAND reserves the right to take any and all appropriate legal action to protect its brand, consumer satisfaction, and the integrity of its supply chain, including but not limited to: (i) refusing to accept orders from or ship Products to such Reseller, (ii) seeking monetary damages or injunctive relief, or (iii) notifying the marketplaces (or other enabling third parties) in which such Reseller is engaging in unauthorized conduct, as applicable.
By effect of this Policy, Resellers hereby acknowledge that any unauthorized or improper use of BRAND’s company name, trademarks, copyrights and other BRAND intellectual property (“Intellectual Property”) may constitute infringement and unfair competition in violation of federal, state, and international laws, and entitle BRAND to injunctive relief. If you are an authorized BRAND Reseller, please consult your BRAND agreement for specific additional requirements applicable to your use of BRAND’s Intellectual Property.
Reseller agrees to the following guidelines:
1. Trademark Guidelines.
A. Provided it complies with this Policy, Reseller has a limited, non-exclusive, non-sublicensable, revocable license to use BRAND trademarks (but not logos or taglines) solely to the extent it is sufficient and necessary to identify the Products and only in connection with the sale of the Products, and for no other reason. As part of this limited license, Resellers may use the BRAND name to describe their business, by using the phrase: "We sell BRAND products," provided that the statement is true. Reseller must lead with its own company brand and cannot lead with the BRAND name. Reseller is not permitted to use the BRAND name and trademarks in a manner that would lead consumers to believe that Reseller has an association or affiliation with BRAND that exceed that of being an authorized reseller of the Products.
B. Failure to comply with the Policy will result in the automatic revocation of the license and rights granted herein. BRAND reserves the right to revoke this license at any time for any or no reason.
C. Unless Reseller is licensed by BRAND under a written license agreement with BRAND, Reseller will not use BRAND logos, taglines or designs.
D. Reseller acknowledges the ownership and validity of BRAND trademarks and other Intellectual Property, and shall not alter, shorten, abbreviate, modify, or change any BRAND trademark or copyright. Reseller shall not do anything, or aid others to do anything to negatively impact such trademark or their goodwill, or impair their value in any manner.
E. Reseller may not combine or include any BRAND trademarks as part of its company name, product or service name, or domain name.
F. Reseller agrees that Reseller shall not use any names or trademarks that may be deemed confusingly similar to any BRAND trademark and Reseller shall not use BRAND trademarks in any manner that directly or indirectly implies BRAND sponsorship, affiliation, certification, approval, or endorsement of Reseller or its products.
G. Reseller shall include the following trademark attribution statement when it uses BRAND trademarks as permitted by the limited license hereby: “[List of marks used] are trademarks of BRAND.”
H. Reseller shall sell Products in their original packaging as provided by BRAND. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging (including, without limitation, to serial numbers, UPC codes, or other identifying information) are not permitted. Reseller may not remove, modify, substitute or add to, any portion of the original packaging or accompanying materials on and/or inside the packaging, including without limitation labels, specifications, literature, descriptions, images, advertising, warranties, warnings, proprietary and copyright notices, trademark or patent markings and/or any other content included in, or from the Products original packaging, or related to the Products. Any modification of these items will constitute breach of the Policy, reseller agreement and void the BRAND warranty (if any).
- Use of BRAND’s copyrighted material is strictly prohibited without prior approval from BRAND. Such materials include, but are not limited to, content and text displayed on BRAND’s website, mobile applications, or other documentation, photographs, diagrams, videos, images, and sound clips. If authorized, Reseller’s use of BRAND’s copyrighted material must be accompanied by BRAND’s copyright notice.
3. Supply Chain.
- Resellers may purchase BRAND Products only from BRAND, or from an authorized distributor of BRAND provided to Reseller by BRAND (an “Authorized Distributor”, Resellers together with Authorized Distributors, collectively the “Authorized Supply Chain”). Products purchased outside the Authorized Supply Chain will void any warranty that BRAND might offer. Reseller shall cooperate with BRAND should any Product need to be recalled or to disseminate product and safety information provided by BRAND in its own discretion, to consumers.
4. Quality Control; Tracking.
- Reseller shall respect, follow and abide by any BRAND directions as to the quality of the Products, use of the BRAND Trademarks, the Products packaging, related promotional materials, and the Products storage and handling. Reseller shall act with and keep the same level of quality BRAND reserves to its Products.
5. Storage and Inventory Handling.
- Reseller must handle and store the Products in compliance with BRAND’s storage and handling policies below.
- Reseller agrees to track the purchased Products and store them at safe locations in compliance with this Policy. At BRAND’s reasonable request in its sole discretion, Reseller shall provide BRAND with the storage locations and inventory of purchased Products, and provide physical access for BRAND to inspect the Products and perform an inventory.
6. Recall and Consumer Safety.
- Promptly upon receipt of the Products, Reseller shall inspect the Products for damage, defects, evidence of tampering, or safety. Upon the detection of any irregularity, Reseller shall isolate the irregular Products, refrain from any offer for sale or sale of the Products and report the issue to BRAND. Reseller shall cooperate with BRAND to ensure consumer safety and process any Product recall, and shall seek BRAND’s written approval before any related dissemination of information to the public and competent authorities.
7. Sales to End Consumers Only.
- Resellers may sell Products only to end consumers and only in the Territory identified in each Reseller BRAND agreement. As provided in Addendum 1 to this agreement, Resellers may not sell or otherwise distribute products to any business-to-business account, freight forwarder, retailer, or drop-shipper, or third party which will further resell the Products.
8. Online Marketplaces.
- Reseller may not advertise or sell the Products on the third-party online marketplaces listed in Addendum 1 to this agreement. Reseller may not otherwise advertise or sell the Products on any third-party online marketplace or to any distributors or resellers for further sale or distribution on any third-party online marketplace without BRAND’s advance written consent.
9. Compliance with MAP.
- Reseller is required to comply with BRAND’s Minimum Advertised Price (“MAP”) Policy [link].
10. Cooperation; Unauthorized Resellers.
- Reseller hereby undertakes to promptly report to BRAND if Reseller has information or reasonably suspects that any person or entity is purchasing and reselling or distributing Products in a manner not authorized by BRAND or in violation of this Policy. If BRAND detects and notifies Reseller of violations by Reseller or a third-party marketplace, the Reseller must immediately take steps to cease any sale and remove any offer for sale of the Products from the venue where the Products are found in violation, and cooperate as reasonably requested by BRAND to obtain and provide to BRAND an accounting of sales, pending orders and inventory of the Products. BRAND has sole discretion as to whether or not to suspend temporarily Reseller’s account or terminate it permanently, without compensation.
11. Grey Market Sales.
- To the extent permitted by applicable law, Reseller shall use, and shall cause others in privity, concert or participation with Reseller to use, commercially reasonable efforts to prevent the unauthorized resale or distribution of Products outside its Territory or the reimportation of unauthorized Products by third-parties into the Reseller Territory from outside, including without limitation Reseller shall: (a) not endorse, authorize, support or otherwise facilitate such unauthorized sales or distribution the Products; and (b) if requested by BRAND, (i) issue public statements pre-approved in writing by BRAND to inform consumers of the violations; (ii) promptly investigate and cooperate with BRAND’s enforcement actions and remedies to abate and redress the unauthorized sales.
12. EXCEPT AS OTHERWISE PROVIDED HEREIN, BRAND EXPRESSLY EXCLUDES ANY WARRANTY OF NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY FOR THE PRODUCTS.
- Reseller acknowledges that it has had opportunity to inspect the Products and is satisfied therewith.