This Authorized Reseller Policy (“Policy”) is issued by Ritual, and applies to resellers authorized by Ritual (“Authorized Resellers”) to sell Ritual products (the “Products”) to consumers. By purchasing Products from Ritual or one of its authorized distributors, you (“Reseller”) agree to adhere to the terms of this Policy.

Purpose

To maintain and protect the viability of Ritual’s reseller network for the Products, and the value associated with Ritual in connection with its Products, and in order to ensure high-quality support by resellers to end-users of those Products.

Sale of the Products

If Reseller has information or reasonably suspects that any person is purchasing and reselling or distributing the Products in a manner that violates this Policy, Reseller must promptly notify Ritual. Reseller must provide Ritual with any supplemental information, documents, and reports that Ritual may request in order to validate Reseller’s compliance with this Policy and to support Ritual’s warranty support and customer support obligations and initiatives. If Ritual determines in its sole discretion that there has been a violation of this Policy and so notifies Reseller, Reseller must cease any reselling within two business days of the date Reseller receives notice from Ritual by removing all offers for the Products from all of Reseller’s sales channels, including websites. If applicable, at its own cost, Reseller must also retrieve inventory of the Products placed on consignment with any third party and available for reselling. In addition, Ritual may also immediately and without notice (i) deny for a period of up to 90 days any promotional allowances which Reseller would otherwise have been eligible for; and/or (ii) refuse to accept orders from Reseller.

This Policy supplements any current retailer or reseller agreement between Reseller and Ritual. Until such status is otherwise revoked by Ritual, in Ritual’s sole discretion, Reseller shall be considered an Authorized Reseller. Ritual may, at any time, monitor and investigate Reseller’s sales activities to ensure Reseller is in compliance with this Policy. Reseller agrees to cooperate with any such investigation including but not limited to, by permitting inspection of Reseller’s facilities and records to the extent related to its sale of the Products.

Unless approved by Ritual in writing, Reseller may only sell Products to consumers and end user customers. An end user is a purchaser of Product who is the ultimate consumer of the product and does not intend to resell the Product. Reseller shall not sell or transfer product to any person or entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell, ship, invoice, advertise or promote any Product outside of the United States without prior written consent from Ritual.

Reseller may advertise and sell the Products through permissible public websites in accordance with the terms herein. A permissible public website is a website or mobile application that, with respect to Reseller:

• Is operated by Reseller in its legal name or registered fictitious name;
• Conspicuously states Reseller’s legal name or registered fictitious name, mailing address, telephone number and email address;
• Does not give the appearance that it is operated by Ritual or any third-party;
• Is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines attached here as Exhibit A, as amended from time to time by Ritual in its sole discretion.

Reseller shall not sell the Products on or through any website, online marketplace, mobile application, or other online forum other than permissible public websites as described in this Policy, including Exhibit A, without the prior written consent of Ritual.

Reseller 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. Reseller shall not make any warranties or representations concerning the Products except as authorized by Ritual in writing. Without limiting the foregoing, Reseller shall only use Product claims or Product description language supplied by Ritual and shall not revise or make additional Product claims without written approval by Ritual. Reseller shall comply with any and all applicable laws, rules, regulations and policies related to the advertising, sale, and marketing of the Products. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Ritual, its business or any Product.

Product Care, Customer Service, and Other Quality Controls

Reseller is prohibited from reselling any Product, to any individual customer, in any multipacks or bundles without written permission from Ritual. Reseller is prohibited from offering for sale or selling any product bundles containing any Product without written permission from Ritual. Reseller is prohibited from causing or allowing the Products to be sold anywhere or in any manner where the Reseller is unable to certify that all the Products purchased from Reseller are fulfilled with Products that Reseller purchased directly from Ritual.

Reseller shall not resell any Product that has been returned opened or repackaged.

Reseller shall comply with all instructions provided by Ritual regarding storage, handling, shipping and disposal, or other aspects of the Products, including those provided on label. Reseller shall store the Products in cool, dry, pest-controlled place away from direct sunlight.

Reseller shall sell Product in its original packaging, without modification. Relabeling, repackaging (including by separating bundled Products or by bundling individual Products) and other alterations to any Products or their packaging is strictly prohibited. Without limiting the foregoing, tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on the Products or their packaging is prohibited. Reseller is prohibited from removing, translating, or modifying the contents of any label or literature on or accompanying the Products.

Promptly upon receipt of Products from Ritual or one of its authorized distributors, Reseller shall inspect the Products and packaging for damage, defect, and evidence of tampering. If any defect is identified, Reseller must not offer the defective Product for sale and must promptly report such defect to Ritual. Reseller shall inspect inventory regularly for expired or soon-to-be-expired Products. Reseller shall not sell any Product with less than 35 days of shelf-life remaining before expiration. Reseller shall dispose of expired or soon-to-be-expired Product in accordance with instructions provided by Ritual.

Reseller shall cooperate with Ritual with respect to product recalls or other consumer safety information dissemination efforts relating the Products.

Reseller shall report to Ritual any customer complaint or adverse claim regarding any Product of which it becomes aware. Reseller shall assist Ritual in investigating such complaints or adverse claims.

Reseller shall cooperate with Ritual in the investigation and resolution of any quality or customer service issue related to the Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment and handling.

Reseller agrees to provide the highest level of customer service. Reseller shall be familiar with the special features of the Products (including but not limited to, Ritual’s “Made Traceable Promise” certifications and clinical studies supporting product claims).

Intellectual Property

Reseller is prohibited from using the intellectual property of Ritual, including, but not limited to, trademarks, tradenames, product images, marketing banners, and other digital assets, without written consent from Ritual.

To minimize consumer confusion, Reseller is also prohibited from using company or website names that may be confusingly similar to any Ritual trademark or tradename, and from using any Ritual trademark or tradename in any manner that directly or indirectly implies Ritual sponsorship, affiliation, certification, approval, or endorsement of Reseller, without the express prior written consent from Ritual.

To ensure the authenticity and quality of the Products, Reseller is prohibited from reselling any product bearing a trademark, copyright, patent, or name associated with Ritual that Reseller purchased or obtained from a source other than directly from Ritual or one of its authorized distributors.

Indemnification

Reseller agrees to indemnify, defend and hold Ritual harmless from and against any and all claims, actions, damages, losses and expenses (including reasonable attorney’s fees) ( collectively “Loss”) that Ritual may incur to the extent that such Loss arises out of or results from (i) a breach of any term or condition in this Policy by Reseller, (ii) a breach of any representation made or warranty pursuant to this Policy by Reseller, (iii) any negligent acts or omissions of Reseller, (iv) any personal injury (including death) or illness experienced by any consumer of the Products caused by Reseller’s acts or omissions, (v) any quality or condition of or inherent defect introduced into the Products after the time of delivery to Reseller; or (vi) the conduct of Reseller’s business.

Termination; Remedies

If Reseller violates this Policy, Ritual may:

• Revoke Reseller’s status as an Authorized Reseller by providing Reseller with written or electronic notice. Upon termination of a reseller’s status as an Authorized Reseller, reseller shall immediately cease (1) selling Ritual products, (2) acting in a manner that may reasonably give the impression the Reseller is an Authorized Reseller of the Products, or has any affiliation whatsoever with Ritual, and (3) using Ritual IP.
• Refuse to accept orders for the Producers from Reseller;
• Prohibit Reseller from using Ritual’s name, logos, marketing, and other intellectual property for any sales or marketing;
• Immediately terminate any or all agreements that Reseller has with Ritual; and/or
• Take any and all additional action against Reseller, including, but not limited to, legal action.

Modification

Ritual reserves the right to modify, update and amend this Policy at any time. Unless otherwise provided, the updated version of this Policy will take effect immediately after the posting or delivery of the updated version to Reseller. Reseller’s continued use, advertising, offering for sale or sale of the Products will be deemed Reseller’s acceptance of the new Policy. Ritual’s sales personnel have no authority to modify or grant exceptions to this Policy.

If you have questions about this Policy, please email [email protected].

Exhibit A to Authorized Reseller Policy Ritual Online Sales Guidelines

An Authorized Reseller of the Ritual products (“Products”) may resell on permissible public websites if it adheres to the following terms and conditions:

• The permissible public websites must not give the appearance that it is operated by Ritual.
• Anonymous sales are prohibited. Reseller’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 delivered at the time of purchase.
• The permissible public websites, and the operation thereof, must comply with all applicable laws concerning the purchase, license and use of the Products (including, but not limited to, any privacy, accessibility and data security laws, rules and regulations). Any such websites must perform in a manner consistent with industry standards.
• The permissible public websites shall have a mechanism for receiving customer feedback, and Reseller shall use reasonable effort to address all customer feedback and inquires that arise. Reseller agrees to provide copies of information pertaining to customer feedback of Products (including responses from Reseller) upon request from Ritual. Reseller agrees to cooperate with Ritual in the investigation of any negative online reviews associated with Reseller’s sale of the Products and to use reasonable efforts to resolve such reviews.

At Ritual’s request, Reseller shall provide reasonable cooperation in demonstrating and or providing access to, and copies of, all web pages that comprise the permissible public websites.

Reseller shall be responsible for fulfillment of orders for all Products sold through permissible public websites, as well as any taxes associated with such purchases and any returns. Unless authorized by Ritual in writing, Reseller shall not use third-party fulfillment services to store inventory of the Products or fulfill orders of the Products. Under no circumstance shall Reseller fulfill orders in any way that results in shipped product coming from product stock other than Product purchased by Reseller from Ritual or an authorized distributor of the Products.

In marketing the Products on permissible public websites, Reseller shall only use images of Products either supplied by or authorized by Ritual, and shall keep all product images and descriptions up to date. Reseller shall not advertise Products not carried in their inventory.