This Authorized Reseller Agreement (“Reseller Agreement”) is issued by Brooke’s Ventures, LLC (DBA – Aulterra) (“Aulterra”) and applies to Authorized Resellers of Aulterra products (“Products”) Globally. By purchasing Products from Aulterra for retail sale, you (“Reseller,” “you,” or “your”) acknowledges the following policies and agree to adhere to the following terms. Please read this Authorized Reseller Agreement carefully. Until such status is otherwise revoked by Aulterra, in Aulterra’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder.

1) Manner of Purchase.

(a) Only Purchase Aulterra Products Directly from Aulterra: An Authorized Reseller must not buy Aulterra products from other retailers or from other sources not explicitly endorsed and authorized by Aulterra.

(b) Ordering of Aulterra products placed by the Authorized Reseller shall be written, recorded, and processed by an authorized Aulterra representative. All orders are to be paid at the time of purchase via credit card, PayPal, wire transfer, or by business check, which must be received prior to shipping.

(c)  In the state of Idaho, a valid resale certificate must be on file in order to prevent the collection of sales taxes on all orders. If the provided documentation is invalid, the Reseller is to bear all legal and financial responsibilities to the applicable state or city authorities and holds Aulterra harmless for any claim or potential liability in this regard.

(d) Additionally, all purchasers must provide a legible copy of a current business license, Federal Tax ID (EIN) number, or Social Security Number (SSN).

(e)  A MAP (Minimum Advertised Price) for each Aulterra Product must be maintained as a condition of purchase from Aulterra. MAP Pricing is exclusive of freight charges, meaning MAP pricing is the price advertised and sold before any shipping charges are applied. Failure to abide by this policy will ultimately result in your status as an Authorized Reseller being revoked.

(f)  An Initial Wholesale purchase of $1000.00 (USD) or more is required for all Authorized Resellers at the time of registration. Upon receipt and approval of this agreement, Aulterra will provide Reseller with an initial purchase form.  Upon the initial purchase, Reseller will be registered and receive login credentials to the Aulterra member site, where they can make ongoing wholesale purchases online.

(g)  The Minimum Purchase Order after registration is $250.00 (USD) per order – no exceptions.

2)  Manner of Sale. Reseller shall sell the Products only as set forth herein. Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under Aulterra’s Product warranties or guarantees.

(a)  Authorized Customers. Reseller shall sell Products solely to End Users of the Products. An “End User” is any purchaser of the Product(s) who is the ultimate consumer of the Product and who does not intend to resell the Product to a third party. Reseller shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use. Reseller shall not sell or transfer any of the Products to any person or entity for resale without the prior written consent of Aulterra. This includes sales to other Resellers, online Resellers (e.g., Amazon.com, Groupon.com, Jet.com, etc.), B2B accounts, wholesalers, freight forwarders/drop shippers for other Resellers, or any other person or entity Reseller knows or has reason to know intends to resell the Products.

(b)  Authorized Resellers are Never Permitted to Sell in Bulk: An Authorized Aulterra Reseller may not sell in bulk to 828 accounts, wholesalers, or freight forward/drop shippers for other retailers. All bulk sales are prohibited.

(c)  Geographic Location of Sales. Reseller shall not sell, ship, or invoice Products to customers outside of the United States of America without the prior written consent of Aulterra.

(d)  Minimum Advertised Price Policy (MAP). This governs the online resale of products purchased from Aulterra and is committed to supporting your sales of our products through promotion and education. As a condition of being an Internet Reseller of Aulterra products, it is essential that the following policies are acknowledged. Failure to abide by these policies will ultimately result in your being discontinued from being an Internet Reseller for Aulterra.

(i)  Aulterra recognizes that any Authorized Reseller can make its own independent decisions to advertise and sell any Aulterra products at any price it chooses, at or above MAP pricing before shipping and taxes, without consulting or advising Aulterra. Aulterra neither solicits nor will it accept any assurance of compliance with the MAP Policy. However, Aulterra has the right to make independent decisions regarding product allocations and the participation of any individual Reseller as an Authorized Reseller.

(ii)   Advertising Aulterra products for sale online at any price lower than the price listed in Aulterra’s MAP Price list will be considered a violation of this policy. The Aulterra MAP Policy applies only to advertised prices and does not apply to the final resale prices at which Aulterra products are actually sold. Aulterra MAP Policy applies to online retailers only.

(iii)  The MAP shall be unilaterally determined by Aulterra and may be changed from time to time at the sole and exclusive discretion of Aulterra. Aulterra retains the right to modify MAP at any time and will notify all dealers and distributors by email, facsimile, or mail of such price modifications. All Internet Resellers must implement such modifications on the date identified within such notices and the notices will be mailed within fifteen (15) days from the date Aulterra implements the dated changes.

(iv)  Online Resellers are only authorized to sell to consumers. Distribution to another Reseller(s) is strictly prohibited. Any distribution of Aulterra products to Reseller(s) will result in termination of the account.

(v)   Aulterra will not discuss any conditions of acceptance related to the MAP Policy, as it is non-negotiable and will not be altered for any Authorized Reseller.

(vi)  Aulterra may Periodically Modify MAP. Aulterra may discontinue products or engage in promotions with respect to certain items. In such events, Aulterra may, at its discretion, modify or suspend MAP with respect to a specific product(s) by timely notifying all dealers of such change. Such modifications shall be made in writing to the dealer or distributor by email, facsimile, or mail.

The following table lists the UPCs for the latest packaging as of 2016, as well as current MAP pricing for Aulterra products.

(e)  Online Sales.

(i)  Reseller is permitted to market for sale or sell the Products on the Internet through Permissible Websites. A “Permissible Website” is a website that is operated by Reseller in Reseller’s legal name; conspicuously states Reseller’s full legal name, mailing address, telephone number, and email address; does not give the appearance that it is operated by Aulterra or any third party; and does not include in its domain name (including any top-level domain or subdomain) any Aulterra trademark or product name nor a misspelling of any Aulterra trademark or product name. Aulterra reserves the right to terminate, at any time and in its sole discretion, its approval for Reseller to market and sell Products on the Permissible Websites, and Reseller must cease all such marketing and sales on the Permissible Websites immediately upon notice of such termination. Reseller shall not market or offer for sale the Products on or through any publicly accessible website other than the Permissible Website(s) stated in their Authorized Reseller agreement application. 

(ii)   With respect to sales of Products through the Permissible Websites, Reseller shall be responsible for all fulfillment to its customers, any applicable taxes associated with such individuals’ purchases of Products, and any returns of Products. Authorized Reseller must ship all eCommerce orders directly to customers from its warehouse or storefront (merchant fulfilled). Reseller agrees not to use any third-party fulfillment service to store inventory or fulfill orders for the Products unless separately authorized by Aulterra in writing. Further, Reseller agrees not to represent or advertise any product as “new” that has been returned or repackaged.

(iii)  By selling Products through a Permissible Website, Reseller represents and warrants that the Permissible Websites are and will remain in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards, including, but not limited to, the World Wide Web Consortium Web Content Accessibility Guidelines 2.0 (at the AA level, or, in the absence of a AA level standard, at the A level) and the Payment Card Industry Data Security Standard (“PCI DSS”). Reseller further represents and warrants that it maintains detailed privacy policies and is, and will remain, in compliance with its privacy policies and the requirements of any contract to which the Reseller is a party. Further, Reseller represents and warrants that it has implemented and maintains written information security guidelines, which will include physical, administrative, and technological controls designed to prevent the unauthorized access to, disclosure, destruction, or loss of personally identifying information.

(iv)  In marketing the Products on the Permissible Websites, Reseller shall only use images of Products either supplied by or authorized by Aulterra and shall keep all Product descriptions up to date. Resellers are prohibited from taking pictures of and/or using their own images to market Aulterra Products. Reseller’s use of the Aulterra IP (as hereinafter defined) on the Permissible Websites shall be in conformance with any guidelines that may be provided by Aulterra and must be commercially reasonable as to the size, placement, and other manners of use.

(f)  Third-Party Marketplace Authorization. Aulterra recognizes that our Authorized Resellers invest significant time and resources into educating the public about Aulterra products, training knowledgeable staff, and providing support services. Aulterra is committed to supporting our Authorized Resellers’ efforts and maintaining the reputation of Aulterra products for quality. We strive to maintain a high level of customer confidence in the quality of Aulterra products, and to protect the investment of our Authorized Resellers. We have adopted and require all Authorized Resellers to follow these Authorized Reseller Requirements.

(i)  Aulterra requires written authorization through an exclusive 3rd Party Marketplace Authorized Reseller Agreement for all accounts selling our brand on any third-party online marketplace (e.g. Amazon, eBay, jet.com, Rakuten, Walmart, Sears, etc.).

(ii)  We do not allow any of our accounts to sell to Amazon directly or to any of its affiliate companies without separate written authorization to do so.

(iii)  This agreement does not provide consent to sell on any 3rd Party Marketplace.  Execution by Aulterra of the Aulterra 3rd Party Marketplace Authorized Reseller Agreement constitutes the only means of providing consent to sell the Products online on 3rd Party Marketplace and other publicly accessible websites. No Aulterra employee or agent can authorize such online sales through oral statements, other written agreement, or by any other means.

(g)  Sales Practices and Inventory. Reseller shall conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of Aulterra Products or other products, and shall not engage in any deceptive, misleading or unethical practices or advertising at any time, nor make any warranties or representations concerning the Products except as expressed or authorized by Aulterra. 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 comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of Aulterra Products. Further, Reseller shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to, its customers.

(h)  Product Packaging and Display. Reseller shall sell Products in the original, unaltered packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations are not permitted without obtaining explicit written permission. 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 prohibited. Reseller may not remove, translate, or modify the contents of any label, literature or material on or accompanying the Products. Reseller shall not advertise, market, display, or demonstrate non-Aulterra products together with the Products in a manner that would create the impression that the non-Aulterra products are made by, endorsed by, or associated with Aulterra.

(I)  Customer Service.

(i)  Resellers must provide and display contact information, such as a phone number or email address, on any/all website(s) where Reseller offers Aulterra products for customers to contact Reseller.

(ii)  Reseller and Reseller’s sales personnel shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise End Users on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy.

(iii)  Reseller shall be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.

(iv)  Resellers must report all (negative)feedback it receives concerning Aulterra Products to Aulterra. Emails should be forwarded to compliance@aulterra.com. Hardcopy feedback should be scanned and forwarded to the same email address.

(v)  Reseller and Reseller’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Aulterra.

(vi)  Reseller agrees to cooperate fully with Aulterra in any investigation or evaluation of professional conduct held by Reseller.

(vii) Aulterra policy provides that all Aulterra products come with an unconditional thirty (30) day guarantee. Authorized Reseller agrees to follow this policy as well.  If not completely satisfied with the Aulterra Product, Buyer contacts Reseller within thirty (30) days from the date of purchase for instructions on obtaining a refund, exclusive of shipping charges and Reseller is responsible for providing the refund in a timely manner. Refunds will only be issued to the original purchaser of the product being returned.

3)  Product Care and Quality Controls. Reseller shall care for the Products as set forth herein.

(a)  Product Storage and Handling. Reseller shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and adhere to any additional storage and handling guidelines specified by Aulterra from time to time.

(b)  Product Inspection. Promptly upon receipt of the Products, Reseller shall inspect the Products for damage, defect, broken seals, or other nonconformance (collectively, “Defects”). If any Defect is identified, Reseller must not offer the Product for sale, and must promptly report the Defect to Aulterra at compliance@aulterra.com. Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Reseller shall not sell any Products that are expired.

(c)  Recalls and Consumer Safety. To ensure the safety and well-being of the End Users of the Products, Reseller shall cooperate with Aulterra with respect to any Product recall or other consumer safety information dissemination effort. Should Reseller learn of any incident that could reflect or indicate a safety concern associated with any Product, Reseller shall promptly report the incident or other information learned to Aulterra at compliance@aulterra.com.

4)  Intellectual Property. Reseller acknowledges and agrees that Aulterra owns or is the exclusive licensee of all proprietary rights in and to the Aulterra brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Aulterra IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Aulterra IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease immediately upon termination of Reseller’s status as an Authorized Reseller. Aulterra reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Aulterra IP at any time, without limitation. All goodwill arising from Reseller’s use of the Aulterra IP shall inure solely to the benefit of Aulterra or to the owner of the respective Aulterra IP at issue.

5)  Violations. If Aulterra determines that an Internet Reseller is in violation of its MAP Policy, the violator will be given written notice of said violation by email, facsimile, mail, or any other documented means necessary. The violator will have twenty-four (24) hours to correct. If violations continue to occur, Aulterra will (1) indefinitely revoke all Reseller Authorization granted to the Reseller and (2) send a formal Cease & Desist Order.

6)  Paid Membership Discount Clubs. Some Internet Resellers have paid membership discount clubs that offer lower prices to members for a certain period of time during a calendar month or time period. Aulterra will sell to you provided that you honor our MAP regarding brand specific selling price and promotions and provided that any selling price or promotion outside our MAP is clear that the discounts you provide are not brand specific. All similar products must therefore be equally discounted under the terms of your paid membership discount club. Aulterra always reserves its right to re-evaluate this agreement and make changes in the future to protect its brand.

7)  Termination. In addition to all other available remedies, if Reseller violates this Reseller Agreement, Aulterra reserves the right, in its sole and absolute discretion, to terminate Reseller’s status as an Authorized Reseller through written or electronic notice to Reseller of such termination. Upon termination of Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Aulterra Products or has any affiliation whatsoever with Aulterra; and (iii) using all Aulterra IP. Aulterra does not offer buybacks or reimbursement if a Reseller’s status as an Authorized Reseller is terminated due to violation(s).

8)  Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of this Reseller Agreement, it is agreed and understood that Aulterra will have no adequate remedy in money or other damages at law. Accordingly, Aulterra shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Reseller Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Reseller Agreement. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Aulterra to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Aulterra’s right to enforce any or all provisions and parts thereof fully.

9)  Audit. Aulterra reserves the right to audit and/or monitor Reseller’s activities for compliance with this Reseller Agreement, including, but not limited to, an inspection of Reseller’s facilities and records concerning the Products.

10)  Ongoing Compliance. To qualify as and remain as an Aulterra Authorized Reseller, your business must adhere to these Authorized Reseller Requirements at all times.

(a)  Reseller must maintain accurate and up-to-date company information with Aulterra and disclose all selling accounts associated with its company on all permissible websites. Authorized Resellers must provide Aulterra with any new or changed selling account IDs other than those disclosed in your seller’s application by emailing compliance@aulterra.com.

(b)  Aulterra reserves the right to update, amend, or modify this Reseller Agreement upon written or electronic notice to Reseller. Unless otherwise provided, such amendments will take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Aulterra IP, or use of any other information or materials provided by Aulterra to Reseller under this Reseller Agreement following notice of the amendments will be deemed Reseller’s acceptance of the amendments.

(c)  If any provision of this Reseller Agreement is held contrary to law, the remaining provisions shall remain valid. The validity, construction and performance of this Reseller Agreement and the transactions to which it relates will be governed by the laws of the State of Idaho without regard to conflict of law principles. All actions, claims of legal proceedings in any way pertaining to this Reseller Agreement or such transactions will be commenced and maintained in the courts of Idaho or in a federal court of the United States physically situated in Idaho.

(d)  You must obtain Aulterra’s prior written consent, which may be withheld at the company’s sole discretion, to create, publish, distribute or use any written, electronically transmitted or other form of publicity that makes reference to Aulterra. All materials are available on our official Aulterra member website at https://login.aulterra.com and can be used by the Reseller freely.

(e)  You agree to indemnify, defend and hold harmless Aulterra and its employees, representatives, agents and corporate affiliates (each, and “Indemnified Party”), against any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any claim (i) that the use of any material provided by you infringes on any copyright, patent, trademark, trade secret or any other intellectual property or other rights of any third party, (ii) resulting from your breach of this Agreement, or (iii) related to your web site or Programs, including, without limitation, the content therein not attributable to us. You will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with or arising from any such claim, suit, action, or proceeding.