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Authorized Reseller Policy

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RallyBrands LLC dba BIOLYTE (“BIOLYTE”)  recognizes the value to consumers of a retail distribution network that stocks, promotes and supports BIOLYTE products (“Products”). To ensure that BIOLYTE continues to deliver a high-quality sales experience and outstanding customer service and suppoacccrt, BIOLYTE sells its Products only through authorized distribution channels. To maintain the integrity of the authorized distribution channels, BIOLYTE has implemented an authorized reseller policy (the “Policy”) to address online reselling of BIOLYTE’s Products. BIOLYTE hereby adopts this Policy and requires that each person, firm or entity (as applicable, a “Authorized Reseller”) that purchases BIOLYTE’s Products for resale or distribution in the United States to comply with this Policy. Any reseller that fails to comply with this Policy will be deemed an unauthorized reseller of the Products and shall have no rights to sell the Products or a our trademarks and intellectual property.

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

2. Sales to End Users Only. Authorized Resellers shall market, advertise, promote, and resell the Products to only End Users (as defined below) located in the United States and within the authorized territory, consistent with good business practices. Authorized Resellers shall not sell Products to other Authorized Resellers. For purposes of this Policy, End User shall mean the final purchaser that has acquired a Product from any Authorized Resellers for its own internal use and not for the resale, marketing, or distribution.

3. No Sales on Online Marketplaces. Authorized Resellers shall not directly, or indirectly offer Products for sale on or through a third-party retail website, online marketplace, or action site, or any comparable website, or on or through any marketing website affiliated with any such site, without express written consent by BIOLYTE. Examples of such online marketplaces include amazon.com, eBay.com, Walmart.com, Rakuten.com, etc.

4. Disclaimer of Representation and Warranties. BIOLYTE’S PRODUCTS ARE SOLD “AS IS” AND EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PRODUCTS AND INTELLECTUAL PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

5. Prohibited Acts. Authorized Resellers shall not:
(a) Make any false or misleading representations or warranties to any End User regarding the Products;
(b) Make any representations, warranties, or guaranties regarding the specifications, features, or capabilities of the Products that are inconsistent with the literature distributed by BIOLYTE pursuant to an Authorized Reseller Agreement and shall provide no warranties, either express or implied;
(c) Engage in any unfair, competitive, misleading or deceptive practices regarding BIOLYTE, BIOLYTE’s trademarks, intellectual property or the Products;
(d) Modify, or otherwise altered or obscured, any labels, tags, serial numbers, or other labels affixed by BIOLYTE to the Products;
(e) Sell or offer to sell any Products, other than the Products purchased from BIOLYTE; and
(f) Purchase, directly or indirectly, any Products for resale from any individual or entity other than BIOLYTE.

6. Consumer Safety and Recall.
(a) Consumer Safety.
i. Authorized Resellers shall only sell Products in their original packaging; relabeling repackaging (including the separation of bundled Products), and any other alteration is strictly prohibited.
ii. Authorized Resellers agrees to handle and store the Products in a safe manner and in compliance with any storage and handling guidelines as provided by BIOLYTE.
(b) Recalls. Authorized Resellers shall cooperate with BIOLYTE in the event of any investigation of safety claims.

7. Intellectual Property. Authorized Resellers acknowledge that any and all BIOLYTE’s Intellectual Property rights (as defined below) are the sole and exclusive property of BIOLYTE. BIOLYTE’s Intellectual Property includes, but is not limited to, all BIOLYTE brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property. Authorized Resellers understand they do not have any proprietary rights to BIOLYTE trademarks or other intellectual property but are authorized to useBIOLYTE trademarks, copyrights, images, and product information for the sole purpose of reselling BIOLYTE’s Products.

8. Unauthorized Sellers. Resellers who are found to be unauthorized shall be in violation of this Policy. BIOLYTE reserves the right to take enforcement action against the unauthorized resale of its Products.

9. Policy Violations. In addition to all other available remedies under the law, sales in violation of this Policy or Authorized Reseller Agreement may result in immediate revocation of Authorized Resellers’ status. Upon revocation or termination, Authorized Resellers shall immediately cease the resale of Products.

10. Subject to Change. This Policy is subject to change at any time in BIOLYTE’s sole discretion.