Country Life Vitamins, LLC Authorized Reseller Policy

Note: Country Life Vitamins is not accepting any new Amazon resellers currently.

Country Life Vitamins, LLC (“Country Life Vitamins”) hereby issues this Authorized Reseller Policy (“Reseller Policy”), and applies to Authorized Resellers of Country Life Vitamins products (“Country Life Vitamins products” includes products from all of our brands: Country Life Vitamins, Desert Essence, and Biochem Protein). Resellers of Country Life Vitamins Products that purchase Products for retail sale from either an Authorized Country Life Vitamins Distributor or directly from Country Life Vitamins are required to adhere to the following terms.

Any retailer that desires to sell any of Country Life Vitamins Products (“Retailer”) must obtain written approval from Country Life Vitamins to be considered an “Authorized Reseller” hereunder. Upon approval, Country Life Vitamins will notify and provide the Authorized Reseller with certification confirming the parameters of the authorization. Country Life Vitamins will periodically review the activities of each Authorized Reseller to confirm compliance with this Authorized Reseller Policy. By accepting certification as an Authorized Reseller, a Retailer agrees to cooperate with any investigation by Country Life Vitamins, including, but not limited to, permitting Country Life Vitamins to inspect the Retailer’s facility and records related to the sale of Country Life Vitamins Products. Any Country Life Vitamins Authorized Reseller that receives authorization to sell Products online must also execute the Country Life Vitamins Authorized Online Reseller Agreement.

1. Agreement to Serve as an Authorized Reseller. By executing and returning the “Authorized Reseller Certification Notice,” a Country Life Vitamins Authorized Reseller agrees to abide by all terms of this Policy and any future amendments that may be authorized by Country Life Vitamins, in its sole discretion. No Retailer shall be authorized to resell Country Life Vitamins Products without executing the Authorized Reseller Certification agreement.

2. Territory. Authorized Resellers shall be authorized to promote, sell, ship, and invoice Country Life Vitamins solely in the United States. Authorized Resellers shall not promote, sell, ship, or invoice any Country Life Vitamins, LLC branded products outside of the United States without the approval in writing of Country Life Vitamins, LLC.

3. No Reselling. Customer shall not re-sell or re-distribute (whether for a fee or otherwise) any units purchased from Country Life Vitamins, LLC to another seller without the express prior consent of Country Life Vitamins, LLC. Any sellers of Country Life Vitamins, LLC products (including Desert Essence and Biochem Protein products) must be approved as an authorized seller by Country Life Vitamins, LLC. Failure to comply with these terms may result in legal consequences.

4. Internet Sales. Retailers are authorized to sell Country Life Vitamins, LLC products on their owned, retailer branded websites only and cannot be linked to any additional marketplace. No Retailer or Authorized Reseller will be authorized to advertise or sell Products on or through any additional website, online marketplace (including, but not limited to, Amazon), mobile application, or other online forum without the prior written consent of Country Life Vitamins. The terms of this Reseller Policy supersede any prior agreement between Country Life Vitamins and any Retailer or Authorized Reseller regarding the sale of Country Life Vitamins Products on or through any internet medium, including websites, mobile applications, and other online forums. Any authorization previously granted to any Retailer or Authorized Reseller by Country Life Vitamins to sell Products online is hereby revoked.

5. Electronic Minimum Advertising Price (“EMAP”). This EMAP Policy is in effect only for the Country Life Vitamins and Biochem Protein brands. All Retailers and Authorized Resellers are expected to comply with the Country Life Vitamins, LLC Electronic Minimum Advertising Price (“EMAP”) Policy. Failure to comply with the EMAP may result in termination of this Resale Policy, and termination of Retailer’s status as an Authorized Reseller.

6. Standards of Sale. Any Retailer or Authorized Reseller that engages in any deceptive, misleading, or unethical practices or advertising at any time may be barred from purchasing or selling Country Life Vitamins Products. Authorized Resellers are prohibited from making any warranties or representations concerning the Products except as expressly authorized by Country Life Vitamins. Authorized Resellers must always comply with all applicable laws, rules, regulations, and policies related to advertising, sale, and marketing of the Products. Authorized Resellers will, at all times, represent Country Life Vitamins Products in a professional manner. Authorized Resellers are responsible for obtaining and keeping current on all licenses or other filings related to doing business. Any violation of law or other conduct that Country Life Vitamins, in its sole discretion, deems to be detrimental to the reputation of Country Life Vitamins or the Country Life Vitamins brand may be cause for immediate removal of the Authorized Reseller designation.

7. Quality Assurances.

a. Authorized Resellers must comply with all Country Life Vitamins guidelines regarding the storage, handling, shipping, disposal, or other aspects of the Products, including instructions provided on labels for Products. Authorized Resellers must store Products in a cool, dry place, away from direct sunlight. To ensure freshness, older inventory should be sold before newer inventory of the same Products.

b. Authorized Resellers are required to be knowledgeable about features for Products and to advise customers on use of the Products, as well as any applicable warranty, guarantee, or return policy. Authorized Resellers must respond to customer questions and concerns promptly, professionally, and caringly.

c. Products must be sold in their original packaging without removal or modification of any Products, label, or literature on or accompanying the Products. Altering or diluting the Products, relabeling, or other alterations are prohibited. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging is further prohibited.

d. Products that have been returned, opened, or repackaged may not be resold.

e. Products and packaging must be inspected for damage, defects, broken seals, evidence of tampering, or other nonconformance (a “Defect”) promptly upon receipt. If any Defect is identified, the Products may not be offered for sale, and the Defect must promptly be reported to Country Life Vitamins.

f. Inventory must be inspected regularly for (i) non-current packaging, (ii) discontinued Products, (iii) expired Products, or (iv) Products within ninety (90) days of expiration (collectively, “Expired Product”) and Authorized Reseller shall remove Expired Product from its inventory. Expired Product may not be sold and must be destroyed or disposed of in accordance with Country Life Vitamins.

g. Authorized Resellers must cooperate with Country Life Vitamins in efforts to track Products, recall Products, and disseminate safety information.

h. Customer complaints or adverse claims regarding any Products must immediately be reported to Country Life Vitamins. Authorized Resellers are required to assist Country Life Vitamins in investigating any such complaints or adverse claims.

8. Intellectual Property. Country Life Vitamins is the sole owner of all proprietary rights in and to the Country Life Vitamins trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Intellectual Property”). Authorized Resellers are granted a limited, non-exclusive, non-transferable, revocable license to use the Intellectual Property solely for purposes of marketing and selling the Products as set forth herein. All goodwill arising from an Authorized Reseller’s use of the Intellectual Property shall inure solely to the benefit of Country Life Vitamins. Use of the Intellectual Property shall be in accordance with any brand guidelines issued by Country Life Vitamins. Country Life Vitamins reserves the right, in its sole discretion, to alter Intellectual Property, review, and approve an Authorized Reseller’s use of the Intellectual Property without limitation. This limited license will immediately be terminated upon termination of Retailer’s status as an Authorized Reseller.

9. Termination. Country Life Vitamins reserves the right to terminate an Authorized Reseller’s status upon any violation of this Authorized Reseller Policy, or in its sole discretion at any time. Country Life Vitamins may terminate an Authorized Reseller’s status immediately upon written or electronic notice. Upon termination of an Authorized Reseller’s status, the Retailer must immediately and forever cease (i) selling the Products; (ii) using the Intellectual Property; and (iii) engaging in any activity that may reasonably give the impression that Retailer is a Country Life Vitamins Authorized Reseller.

10. Confidentiality. Unless prior written consent of Country Life Vitamins is received, Authorized Resellers are required to maintain Country Life Vitamins’ proprietary information, including the Authorized Reseller Policy, and all other Authorized Reseller Documents, as confidential information that will not be used for any purpose other than the authorized advertising and sale of Products.

11. Anti-Diversion. All Country Life Vitamins Products are intended for sale to end- customers in the United States. End-customers are customers who purchase the products for their personal use or consumption. Retailers must obtain prior written approval from Country Life Vitamins to resell Country Life Vitamins Products to buyers who are not end-customers, such as wholesalers, distributors, vendors, and retailers. Country Life Vitamins Products cannot be sold in markets outside the United States without prior written approval by Country Life Vitamins. Further, Retailers may not import into the United States Country Life Vitamins Products, which are purchased in foreign markets, with the intent to resell them in the United States.

12. Unauthorized List of Sellers Addendum. Country Life Vitamins will provide a list of newly identified unauthorized sellers on a routine basis.

13. Policy Updates. Country Life Vitamins reserves the right to update, amend, or modify its Authorized Reseller Policy at any time. Authorized Resellers will be provided with thirty (30) days of advance notice prior to an amendment’s effective date, unless otherwise required by law. An Authorized Reseller’s continued use, advertising, listing for sale, or sale of the Products, use of the Intellectual Property, or use of any other information or materials provided by Country Life Vitamins to the Authorized Reseller will be deemed acceptance of the amendment.