No Transshipment. Reseller shall be allowed to sell or advertise Products only on Internet marketplaces set forth on Exhibit A of Buyer’s Reseller Agreement (Accounts), if any. Reseller shall be strictly prohibited from selling the Products on any Internet (or other) marketplace other than as set forth on Exhibit A of this Buyer’s Reseller Agreement (Accounts), including but not limited to: Amazon.com, jet.com, ebay.com, Sears.com, Craigslist.com, Overstock.com, Walmart.com, Poshmark.com, any similar online marketplaces, or any website related to these websites. Any sales made in violation of this paragraph shall be a violation of Section 3 of this Agreement (No Transshipment).
FOR THE AVOIDANCE OF DOUBT, THE TERMS OF THIS EXHIBIT D SHALL ONLY APPLY TO A RESELLER WHO IS AUTHORIZED TO SELL, RESELL OR OTHERWISE DISTRIBUTE THE PRODUCTS TO INTERNET MARKETPLACES, AS SET FORTH ON EXHIBIT A OF THIS AGREEMENT (ACCOUNTS), AND NOTHING IN THIS EXHIBIT D SHALL, IN AND OF ITSELF, OPERATE TO GRANT A RESELLER ANY RIGHT TO SELL THE PRODUCTS ON THE INTERNET.
Reporting. Reseller agrees to provide Balanced Health Botanicals, LLC (for purposes hereof, “Company” or “Seller” or “BHB”) with sales reports which detail the sales of the Products through each of Reseller's approved online sales channels.
URLs/Domains. Reseller's domain(s) and URL(s) must not contain the words BHB’s product names, or including any variation or combination of these words or trademarks with each other or with other words.
Examples of Prohibited Domain Names and URLs:
- joes[product name] headquarters.com
Exception: Trademarks authorized by BHB for online use by Reseller (the “Authorized Marks”) may appear in the text to the right of the “.com/” extension. For example:
- joesshop.com/[product name].htm is allowed; whereas
- joesshop.[product name]/[product name].htm is prohibited.
Website Content and Online Advertisements.
Reseller must not suggest or imply that its website, advertisement, sponsored link, or any other on-line marketing used or paid for by Reseller is in any way related to the official BHB website(s) owned and operated by BHB. Without limiting the generality of the foregoing:
- Examples of Prohibited Phrases: Terms such as “Official BHB Headquarters”, “[PRODUCT NAME] Home”, “BHB Official Store” and “[PRODUCT NAME].com” are always prohibited. Terms such as “BHB Headquarters”, “[PRODUCT NAME] STORE”, “[PRODUCT NAME] Depot” or “BHB Store” are prohibited except when clearly and conspicuously associated with Reseller (e.g. “[PRODUCT NAME] Store at Joe's Shop”, or “Joe's Authorized [PRODUCT NAME] Shop”) and only if approved in advance and in writing by BHB.
- Reseller may not use Google AdWords' Dynamic Keyword Insertion or any similar search tool when bidding on any Authorized Marks or any trademark used or owned by BHB. All Authorized Marks in the Reseller's ad text must appear with the correct spelling and capitalization.
- Reseller must not use superlatives to describe the quantity of BHB inventory, the pricing of BHB Products, or the BHB online shopping experience, on any website, in any advertisement, sponsored link, or any other on-line marketing used, paid for or associated with Reseller.
- Examples of Prohibited Phrases: Phrases such as “largest available online offering of [PRODUCT NAME]”, “lowest prices – [PRODUCT NAME]” or “best [PRODUCT NAME] website" are prohibited.
- Reseller must accurately describe BHB Products using the Authorized Marks. The Authorized Marks must always be followed by the generic word for the Product, such as “[PRODUCT NAME] ® products”. They must never be used in the possessive or in the plural. The Authorized Marks must always be displayed in a way that distinguishes them from other surrounding words, e.g., by appearing in initial caps or full caps, such as BHB or [PRODUCT NAME] and used in conjunction with the ® or ™ designation as directed by BHB.
- Reseller must use only those Product images, athlete images, marketing banners and video clips provided or authorized in writing by BHB within the two (2) most recent calendar years (“Authorized Images”) on any website, advertisement, sponsored link, or any other on-line marketing used, paid for or associated with Reseller.
- Reseller must not partner with any third party that uses adware, spyware or other software to engage in pop-up or pop-under advertising and/or generating non-user initiated activity (e.g. forced clicks or redirects). Pop-up or pop-under advertising and/or non-user initiated activity that is based on keyword searches, textual triggers, or screen-scraping associated with any BHB trademark used or owned by BHB or any common misspelling or confusingly similar trademarks is strictly prohibited.
- All BHB Products must ship only to addresses relating to authorized Accounts of the Reseller.
Page Title / Title Tags.
Page title/title tag refers to the text used to name or entitle a web page. A page title/title tag can be viewed by looking at the top of the browser window for the page in question. Only the Authorized Marks may be used in the page title/title tag of any website page used or owned by Reseller and such use is limited to once per page title/title tag. No variations, misspellings, prefixes, suffixes or hyphenated extensions of the Authorized Marks are allowed. Other words may be used in conjunction with the Authorized Marks in the page title/title tag so long as such words do not violate any other provision of this Addendum.
- A title such as “[PRODUCT NAME] at Joe's Shop” is allowed; whereas
- titles such as “[PRODUCT NAME] at Joe's Headquarters” are prohibited.
- Reseller must have a physical street address and a landline telephone number for contact by its customers and must advise customers on its website of this physical address and the landline telephone number. Post office boxes and mobile telephone numbers are not sufficient.
- Reseller must provide the capability for customers to place their orders fully and completely through Reseller's website. Reseller shall not require customers to use telephone calls, faxes and/or hard-copy correspondence to complete their orders nor permit orders to be fulfilled only through telephone calls, faxes and/or hard copy correspondence.
- Reseller's website must be a secure site for customer transactions.
- Reseller must have a mechanism in place for confirming to the ordering customer each order placed through its website and when each order was shipped to the destination designated by the ordering customer.
- Reseller must display its policies and procedures for customer returns, refunds and exchanges on its website. Reseller’s website must clearly and conspicuously set forth that: (a) Reseller, and not BHB, is making the sale to the customer and (b) the terms and conditions directly and indirectly applying to returns, refunds and exchanges by customers are those of Reseller, and not BHB. Reseller must provide its own facilities and personnel to address and resolve all Product exchange, refund or return requirements.
- Reseller shall adhere to and comply with all pertinent State and Federal regulations, statutes and rules applicable to taking orders or conducting business over or through the Internet.
- Reseller must copy and distribute this Addendum to each of its employees who are involved in Internet sales. Reseller must establish policies and procedures that will ensure compliance with this Addendum and must take affirmative steps to ensure compliance with this Addendum.
- BHB shall have the sole, complete and final discretion to decide whether the content of a particular website, advertisement, sponsored link or on-line marketing violates this Addendum.
- BHB has the sole, complete and final discretion to determine if Reseller has complied with this Addendum. Any violation of this Addendum as determined by BHB in its sole, complete and final discretion may, in BHB’s sole, complete and final discretion, result in the suspension or termination of Reseller's authority to use the Authorized Marks in sponsored links, to display the Authorized Images on its website or to sell BHB Products via the Internet.