Authorized Retailer Terms and Conditions

To protect and promote our brand and reputation for providing high-quality products, HealthForce SuperFoods, Inc. (“HealthForce SuperFoods”) has established these Authorized Retailer Terms & Conditions (the “Terms”), which apply to authorized retailers of HealthForce SuperFoods products (the “Products”). By purchasing from HealthForce SuperFoods for retail sale, you (“Retailer”) agree to adhere to the following terms. Please read these Terms carefully.

HEALTHFORCE SUPERFOODS, INC.

AUTHORIZED RETAILER TERMS & CONDITIONS FOR THE UNITED STATES

Effective Date: November 1, 2022

These HealthForce SuperFoods, Inc. Authorized Retailer Terms & Conditions for the United States (“Retailer Terms & Conditions”) is issued by HealthForce SuperFoods, Inc. (“HealthForce SuperFoods”) and applies to Authorized Retailers of HealthForce SuperFoods products (“Product(s)”) in the United States of America.  By purchasing Products from HealthForce SuperFoods for retail sale, you (“Retailer”) agree to adhere to the following terms and conditions.  These Retailer Terms & Conditions supersede any previously-issued HealthForce SuperFoods Authorized Retailer Terms & Conditions.  Until such status is otherwise revoked by HealthForce SuperFoods, in HealthForce SuperFoods’ sole and absolute discretion, Retailer shall be considered an “Authorized Retailer.”

 

  1. Purchase Orders. Orders for Products made by Retailer shall be handled pursuant to the then-current product order, shipment, and return procedures, which may be amended by HealthForce SuperFoods at any time in its sole and absolute discretion. HealthForce SuperFoods reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Retailer (including, without limitation, any terms contained in any document incorporated by reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless expressly agreed to in writing by HealthForce SuperFoods. Furthermore, HealthForce SuperFoods will not be bound by any “disclaimers,” “click wrap,” or “click to approve” terms or conditions now or hereafter contained in any website used by Retailer in connection with the Products or any sale thereof. Acceptance of HealthForce products for retail sale is deemed agreement to these terms and conditions and any conflicting terms in Retailer’s purchase documentation and/or other vendor terms and conditions shall be of no force or effect.

 

  1. Authorized Customers. Retailer is authorized to sell Products only to End Users in the United States.  An “End User” is any purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party. Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.  Retailer shall not sell, ship, or promote the Products outside the United States of America without HealthForce SuperFoods’ prior written consent.

 

  1. Online Sales. Retailer is authorized to offer for sale and sell Products through Permissible Public Websites and/or Permissible Online Delivery Services in accordance with the terms herein.

 

  • A “Permissible Public Website” is a website or mobile application that:

 

  • is operated by Retailer in Retailer’s legal name or registered fictitious name;
  • is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, and Walmart Marketplace); and
  • is operated in compliance with the terms and conditions set forth in the HealthForce SuperFoods, Inc. Online Sales Guidelines, attached as Exhibit A, as HealthForce SuperFoods may amend from time to time.

 

  • A “Permissible Online Delivery Service” is a third-party vendor engaged by Retailer that provides services to pick up Products from Retailer for prompt delivery to End Users (but does not provide warehousing or storage services) and may also provide listing or payment collection services via the service’s website or mobile application (g., Shipt, Instacart).

 

  • Retailer shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website and/or Permissible Online Delivery Service without the prior written consent of HealthForce SuperFoods, which is granted through the execution by HealthForce SuperFoods of the HealthForce SuperFoods, Inc. Online Seller Agreement.

 

  • HealthForce SuperFoods reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to offer for sale and sell Products on the Permissible Public Websites and/or Permissible Online Delivery Services, and Retailer must cease all such offering for sale and sales on the Permissible Public Websites and/or Permissible Online Delivery Services immediately upon notice of such termination. These Retailer Terms & Conditions supersede any prior agreement between HealthForce SuperFoods and Retailer regarding the sale of the Products online. Any authorization previously granted to Retailer by HealthForce SuperFoods to sell the Products on or through a website, mobile application, or other online forum is revoked.

 

  1. Sales Practices. Retailer 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.  Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by HealthForce SuperFoods.  Retailer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Retailer’s business and/or (b) related to the marketing and sale of the Products.  Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of HealthForce SuperFoods or the Products.  Retailer shall not advertise Products not carried in inventory. Retailer shall only purchase Products from HealthForce SuperFoods.

 

  1. Product Care, Customer Service, and Other Quality Controls. Retailer shall comply with the HealthForce SuperFoods, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as HealthForce SuperFoods may amend from time to time.

 

  1. California Proposition 65 Compliance. Retailer shall comply with the HealthForce SuperFoods, Inc. California Proposition 65 Internet Clear and Reasonable Warning Policy and Notice to Authorized Retailers, attached as Exhibit C, as HealthForce SuperFoods may amend from time to time.

 

  1. Intellectual Property.

 

  • Retailer acknowledges and agrees that HealthForce SuperFoods or its licensors own all proprietary rights in and to the HealthForce SuperFoods brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “HealthForce SuperFoods IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the HealthForce SuperFoods IP solely for purposes of marketing and selling the Products as set forth herein.  This license will cease upon termination of Retailer’s status as an Authorized Retailer.  All goodwill arising from Retailer’s use of the HealthForce SuperFoods IP shall inure solely to the benefit of HealthForce SuperFood or its licensors.

 

  • Retailer’s use of the HealthForce SuperFoods IP shall be in accordance with any guidelines that may be provided by HealthForce SuperFoods from time to time and must be commercially reasonable as to the size, placement, and other manners of use. HealthForce SuperFoods reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the HealthForce SuperFoods IP at any time, without limitation.  In marketing the Products, Retailer shall only use images of Products either supplied by or authorized by HealthForce SuperFoods and shall ensure that all Product images and descriptions are accurate and up to date.

 

  • Retailer shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any HealthForce SuperFoods product name or any trademark owned by or licensed to HealthForce SuperFoods, nor a misspelling or confusingly similar variation of any Product name or any trademark owned by or licensed to HealthForce SuperFoods.

 

  1. Audit. HealthForce SuperFoods may review Retailer’s activities for compliance with these Retailer Terms & Conditions, and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of the Products.

 

  1. Termination. HealthForce SuperFoods reserves the right to terminate Retailer’s status as an Authorized Retailer with written or electronic notice.  Upon termination of Retailer’s status as an Authorized Retailer, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of HealthForce SuperFoods Products or has any affiliation whatsoever with HealthForce SuperFoods; (iii) using all HealthForce SuperFoods IP; and (iv) return any unused inventory of HealthForce Superfoods products.

 

  1. Modification. HealthForce SuperFoods reserves the right to update, amend, or modify these Retailer Terms & Conditions at any time.  Unless otherwise provided, such amendments will take effect immediately, and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the HealthForce SuperFoods IP, or use of any other information or materials provided by HealthForce SuperFoods to Retailer will be deemed Retailer’s acceptance of the amendments.

 

  1. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Retailer Terms & Conditions, it is agreed and understood that HealthForce SuperFoods will have no adequate remedy in money or other damages at law. Accordingly, HealthForce SuperFoods shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Retailer Terms & Conditions 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 the Retailer Terms & Conditions. No failure, refusal, neglect, delay, waiver, forbearance, or omission by HealthForce SuperFoods to exercise any right(s) herein shall constitute a waiver of any provision herein.

 

  1. Confidentiality. These Retailer Terms & Conditions, and its attachments, constitute confidential, proprietary information of HealthForce SuperFoods and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of HealthForce SuperFoods.

 

  1. Miscellaneous. The Retailer Terms & Conditions and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Retailer Terms & Conditions, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts in Miami-Dade County, Florida. If any provision of the Retailer Terms & Conditions is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Retailer Terms & Conditions: Sections 5, 6, 8, 11, 12, and 13. To the fullest extent possible EACH PARTY HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WIIETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARTSING OUT OF OR RELATING TO THE RETAILER TERMS & CONDITIONS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTR,ÀTION, OR ENFORCEMENT HEREOF OR THEREOF, THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENDFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

 

 

 

EXHIBIT A

HEALTHFORCE SUPERFOODS, INC. ONLINE SALES GUIDELINES

 

  1. The Permissible Public Websites must not give the appearance that they are operated by HealthForce SuperFoods or any third party.

 

  1. Anonymous sales are prohibited. Retailer’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 sent at the time of purchase.

 

  1. At HealthForce SuperFoods’ request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.

 

  1. The Permissible Public Websites shall have a mechanism for receiving customer feedback, and Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) related to Retailer’s sale of the Products to HealthForce SuperFoods for review upon request.  Retailer agrees to cooperate with HealthForce SuperFoods in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews.  Retailer shall maintain all records related to customer feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted.  Nothing in this paragraph shall be construed to require Retailer to disclose identifying information about its customers to HealthForce SuperFoods.

 

  1. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

 

  1. Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.

 

  1. Except where Retailer has entered into a drop-shipment arrangement with HealthForce SuperFoods whereby HealthForce SuperFoods ships Products on Retailer’s behalf to customers who order Products through Permissible Public Websites, under no circumstances shall Retailer permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than Retailer’s.

 

 

EXHIBIT B

HEALTHFORCE SUPERFOODS, INC.

PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

 

  1. Comply with all instructions provided by HealthForce SuperFoods regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by HealthForce SuperFoods from time to time.

 

  1. Sell Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted.  Do not advertise, market, display, or demonstrate non-HealthForce SuperFoods products together with the Products in a manner that would create the impression that the non-HealthForce SuperFoods products are made by, endorsed by, or associated with HealthForce SuperFoods.

 

  1. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging.  Do not dilute Products.

 

  1. Do not resell any Product that has been returned opened or repackaged. Do not sell or label the Products as “used,” “open box,” or any other similar descriptors.

 

  1. Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to HealthForce SuperFoods at [email protected]lthforcesuperfoods.com.

 

  1. Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired or near expiration. Destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by HealthForce SuperFoods and applicable law.

 

  1. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable guarantee or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.

 

  1. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products including, but not limited to, a Permissible Online Delivery Service, is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by HealthForce SuperFoods. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party.  HealthForce SuperFoods reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to HealthForce SuperFoods.  Cooperate with HealthForce SuperFoods in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.

 

  1. Cooperate with HealthForce SuperFoods with respect to any Product tracking systems that may be implemented from time to time.

 

  1. Cooperate with HealthForce SuperFoods with respect to any Product recall or other consumer safety information dissemination efforts.

 

  1. Implement commercially reasonable loss prevention and anti-diversion measures.

 

  1. Report to HealthForce SuperFoods any customer complaint or adverse claim regarding the Products and assist HealthForce SuperFoods in investigating any such complaints or adverse claims.

 

  1. Cooperate with HealthForce SuperFoods in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

 

 

EXHIBIT C

 

HEALTHFORCE SUPERFOODS, INC.

CALIFORNIA PROPOSITION 65 INTERNET CLEAR AND REASONABLE WARNING POLICY AND NOTICE TO AUTHORIZED RETAILERS

We are dedicated to providing our customers with quality products. We apply robust standards to help ensure the highest level of product quality, safety, and compliance with laws. Nonetheless, as with other dietary supplement companies, HealthForce SuperFoods has certain products that require a Proposition 65 warning if sold in California. All of the Products are subject to this warning requirement are listed below, which HealthForce SuperFoods may update from time to time.

Third-party internet retailers of HealthForce products must provide the Proposition 65 warning below for the HealthForce products set forth below or HealthForce SuperFoods will not be able to sell its product to you. Our records indicate that you are an internet retailer of HealthForce products.

The specific warning that is required for the Products listed below is as follows:

California Proposition 65 WARNING: This product contains lead, and other chemicals known to the State of California to cause birth defects or other reproductive harm.

This warning must be prominently displayed on each webpage describing the ingredients or attributes or the product, on the product display page, or the warning may be provided at the time the customer enters a California address for the shipping address. The warning must be displayed with such conspicuousness, as compared with other words, statements, designs, or devices on the webpages, as to render it likely to be read and understood by an ordinary individual under customary conditions of purchase. The warning shall be at least the size of the largest of any other health or safety warnings on the webpage, and the word “warning” shall be in all capital letters and in bold print. The warning is not prominently displayed if the purchaser must search for it in the general content of the website, but may be provided by a clearly marked hyperlink labeled “Warning” on the product display page prior to purchase of the Product.

The Products subject to this warning requirement are:

SKU Product UPC
AE60 Antioxidant Extreme –  60 Count VeganCaps 650786004381
AE120 Antioxidant Extreme –  120 Count VeganCaps 650786000031
AE360 Antioxidant Extreme – 360 Count VeganCaps 650786000024
CAT Cacao Alchemy Trial Adaptogen Tonic – 20 g Powder 650786000161
CA150 Cacao Alchemy Adaptogen Tonic – 150 g Powder 650786000109
CHAGT Integrity Extracts Chaga Trial – 10 g Powder 650786003797
CHAG70 Integrity Extracts Chaga – 70g Powder 650786003636
CHAG150 Integrity Extracts Chaga – 150 g Powder 650786003667
CHAGC90 Integrity Extracts Chaga – 90 VeganCaps 650786003889
CORDT Integrity Extracts Cordyceps Trial – 10 g Powder 650786003810
CORD60 Integrity Extracts Cordyceps – 60 g Powder 650786003650
CORD130 Integrity Extracts Cordyceps – 130 g Powder 650786003681
CORDC90 Integrity Extracts Cordyceps – 90 VeganCaps 650786003902
EARTHT Earth Broth Trial –  20 g Powder 650786000154
EARTH5 Earth Broth –  5 oz Powder 650786000185
EARTH10 Earth Broth – 10 oz Powder 650786000123
EARTH16 Earth Broth – 16 oz Powder 650786000055
EARTHC120 Earth Broth –  120 VeganCaps 650786003476
EARTHC400 Earth Broth –  400 VeganCaps 650786003483
EGPT Elite Green Protein Trial – 20 g Powder 818596010231
EGP500 Elite Green Protein – 500 g Powder 818596010149
GEM8 Gelatinized Maca – 8 oz Powder 650786004282
GEMC120 Gelatinized Maca – 120 VeganCaps 650786004589
GGT Greener Grasses Trial – 20 g Powder 650786000321
GG5 Greener Grasses – 5 oz Powder 650786000246
GG10 Greener Grasses – 10 oz Powder 650786000222
GPT Green Protein Alchemy Trial – 20 g Powder 650786001175
GP500 Green Protein Alchemy – 500 g Powder 650786001137
IFCT Integrity Foods Carob Trial – 20 g Powder 650786003841
IFC160 Integrity Foods Carob – 160 g Powder 650786003506
IFLT Integrity Foods Lucuma Trial – 20 g Powder 650786003858
IFL180 Integrity Foods Lucuma – 180 g Powder 650786003490
IFMET Integrity Foods Mesquite Trial – 20 g Powder 650786003865
IFME180 Integrity Foods Mesquite – 180 g Powder 650786003513
IDF375 Intestinal Drawing Formula – 375 g Powder 650786000512
IDFC105 Intestinal Drawing Formula – 105 Count VeganCaps 650786000581
IDFC260 Intestinal Drawing Formula – 260 Count VeganCaps 650786000598
IMF50 Intestinal Movement Formula  – 50 Count VeganCaps 650786000062
IMF120 Intestinal Movement Formula – 120 Count VeganCaps 650786000505
IMF360 Intestinal Movement Formula – 360 Count VeganCaps 650786004572
LIONT Integrity Extracts Lion’s Mane Trial – 10g powder 650786003827
LION60 Integrity Extracts Lion’s Mane – 60 g Powder 650786003643
LION150 Integrity Extracts Lion’s Mane – 150 g Powder 650786003674
LIONC90 Integrity Extracts Lion’s Mane – 90 VeganCaps 650786003896
MFT MacaForce Trial – 20 g Powder 650786001243
MF150 MacaForce – 150 g Powder 650786001281
MF400 MacaForce – 400 g Powder 650786001250
MMT Moringa Manna Trial – 20 g Powder 650786003834
MM150 Moringa Manna – 150 g Powder 650786003520
MMC120 Moringa Manna – 120 VeganCaps 650786003919
MYFT MycoForce Trial – 10 g Powder 650786003179
MYF75 MycoForce – 75 g Powder 650786003193
MYF150 MycoForce – 150 g powder 650786003162
MYFC60 MycoForce – 60 Count VeganCaps 650786003148
MYFC120 MycoForce – 120 Count VeganCaps 650786003155
NP180 Nopal Blood Sugar – 180 Count VeganCaps 650786000420
REIT Integrity Extracts Reishi Trial – 10 g Powder 650786003803
REI65 Integrity Extracts Reishi – 65 g Powder 650786003711
REI140 Integrity Extracts Reishi – 140 g Powder 650786003728
REIC90 Integrity Extracts Reishi – 90 VeganCaps 650786003872
RSGT Revitalize Super Greens Trial – 20 g Powder 650786003445
RSG8 Revitalize Super Greens – 8 oz Powder 650786003438
SCRAM150 SCRAM – 150 Count VeganCaps 650786000529
SHILC120 Integrity Extracts Shilajit – 120 count VeganCaps 650786003285
TAT Turmeric Alchemy Adaptogen Tonic Trial– 20 g Powder 650786000093
TA180 Turmeric Alchemy Adaptogen Tonic – 180 g Powder 650786000000
TURKT Integrity Extracts Turkey Tail  – 10 g Powder 650786004657
TURK65 Integrity Extracts Turkey Tail – 65 g Powder 650786004640
TURK150 Integrity Extracts Turkey Tail – 150 g Powder 650786004633
TURKC90 Integrity Extracts Turkey Tail – 90 VeganCaps 650786004626
VMGT Vitamineral Green Trial – 20 g Powder 650786000116
VMG150 Vitamineral Green – 150 g Powder 650786000260
VMG300 Vitamineral Green – 300 g Powder 650786000239
VMG500 Vitamineral Green – 500 g Powder 650786000215
VMGC120 Vitamineral Green – 120 Count VeganCaps 650786000574
VMGC400 Vitamineral Green – 400 Count VeganCaps 650786000567
WFCT Warrior Food Carob Ultimate Trial – 20 g Powder 818596010040
WFC500 Warrior Food Carob Ultimate – 500 g Powder 650786003629
WFC1000 Warrior Food Carob Ultimate – 1000 g Powder 818596010064
WFN500 Warrior Food Natural – 500 g Powder 650786003605
WFN1000 Warrior Food Natural – 1000 g Powder 818596010033
WFVT Warrior Food Vanilla Trial – 20 g Powder 818596010071
WFV500 Warrior Food Vanilla – 500 g Powder 650786003612
WFV1000 Warrior Food Vanilla – 1000 g Powder 818596010095