Authorized Retailer Terms And Conditions

Effective Date: 5/1/2025

1. Purpose

1.1. To protect and enhance the RidgeCrest Herbals brand and its reputation for providing high-quality products, RidgeCrest Herbals, Inc. ("RidgeCrest Herbals") has established these Authorized Retailer Terms & Conditions (the "Terms"), which apply to authorized retailers of RidgeCrest Herbals products (the "Products").

2. Agreement To Terms

2.1. By purchasing RidgeCrest Herbals Products for retail sale, Retailer agrees to be bound by these Terms.

2.2 Retailer acknowledges that it has carefully read and understands these Terms.

3. Purchase Orders

3.1. Orders for Products are subject to RidgeCrest Herbals' then-current product order, shipment, and return procedures, which RidgeCrest Herbals may change at any time in its sole and absolute discretion.

3.2. RidgeCrest Herbals reserves the absolute right to reject any order, in whole or in part, for any reason.

3.3. 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 RidgeCrest Herbals.

3.4. RidgeCrest Herbals will not be bound by any "disclaimers," "click-wrap," or "click-to-approve" terms or conditions contained in any website used by Retailer in connection with the Products or any sale thereof.

4. Product Authenticity and Manner of Sale

4.1. Retailer shall sell only authentic RidgeCrest Herbals Products and strictly in accordance with these Terms.

4.2. Sales that violate these Terms are strictly prohibited and may result in immediate termination of Retailer's account, in addition to other available remedies.

4.3. Products that are (1) noticeably or intentionally altered or (2) sold to unauthorized persons or through unauthorized channels, including unauthorized websites, are ineligible for certain promotions, services, and benefits, including, to the extent permitted by law, coverage under RidgeCrest Herbals' product warranties and guarantees.

4.4. To the fullest extent allowed by law and without limiting any other disclaimer, RidgeCrest Herbals expressly disclaims any and all warranties and conditions to:

4.4.1. Unauthorized Products;

4.4.2. Products which are sold via unauthorized Retailers; and

4.4.3. Products which are sold not in compliance with RidgeCrest Herbals' quality control program or policies

4.5. Sales to or via Amazon.com and/or Third-Party Marketplaces in violation of this Agreement will render Retailer as an unauthorized Retailer, thereby voiding any and all Product warranties as well as RidgeCrest Herbals product return policies.

5. Authentic Product Characteristics and Manner of Sale

5.1. Authentic Product Characteristics: Retailer acknowledges that the following characteristics are inherent to and essential to the authenticity of RidgeCrest Herbals Products:

5.1.1. Ingredients sourcing/quality

5.1.2. Directions for use

5.1.3. Satisfaction Guarantee: If a consumer is not fully satisfied with their purchase of any product within 30 days of purchase, such consumer may return the purchased product to the appropriate retailer with proof of purchase for a full refund of the purchase price. With any such refunded purchases tracked and confirmed in writing to RidgeCrest Herbals by any affected Retailer, RidgeCrest Herbals shall reimburse (or credit) relevant Retailers quarterly for Product returned by the end consumer in accordance with this guarantee.

5.2. Manner of Sale:

5.2.1. Retailer shall sell Products solely to end users of the Products. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.

5.2.2. Retailer shall not sell, ship, or invoice Products to customers located outside of the United States or to anyone Retailer knows or has reason to know intends to ship the Products outside of the United States without the prior written consent of RidgeCrest Herbals.

5.2.3. Retailer is permitted to market for sale or sell the Products through websites owned or operated by Retailer; provided however, that such websites identify Retailer's full legal name, mailing address, telephone number, and email address. RidgeCrest Herbals, in its sole discretion, may revoke Retailer's authorization to sell the Products on such websites at any time, and Retailer shall cease marketing for sale and/or selling the Products on such website immediately upon notice of such revocation. Retailer shall not sell the Products on or through any other website, including any third-party marketplace websites, including but not limited to; Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of RidgeCrest Herbals, which is granted solely by RidgeCrest Herbals in its discretion.

5.2.4. No RidgeCrest Herbals employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.

5.2.5. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.

6. Product Care & Quality Controls

6.1.  Retailer shall care for the Products as set forth herein.

6.1(a). Product Inspection. Retailer shall inspect the Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering, or other nonconformance (collectively, "Defects"). Retailer shall also inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Retailer shall not sell any Products that are expired. If any Defects are identified, Retailer must not offer the Product for sale and must promptly report the Defects to RidgeCrest Herbals.

6.2(b). Product Storage and Handling. Retailer 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 in accordance with any additional storage guidelines specified by RidgeCrest Herbals from time to time.

6.3(c). Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Retailer shall cooperate with RidgeCrest Herbals with respect to any Product recall or other consumer safety information dissemination effort.

6.4(d). Alterations & Bundling Prohibited. Retailer shall sell Products in their original packaging, with all seals intact. Retailer shall not sell or label the Products as "used," "open box," or any other similar descriptors. Relabeling, repackaging (including the separation of bundled products or the bundling of products), misbranding, adulterating, and other alterations are not permitted. Retailer shall not tamper with, deface, or otherwise alter any batch code or other identifying information on Products or packaging. Retailer shall not remove or destroy any copyright notices, trademarks, or other proprietary markings on the Products, documentation, or other materials related to the Products. Removing, translating, or modifying the contents of any label or literature accompanying the Products is prohibited. Retailer shall not advertise, market, display, or demonstrate non-RidgeCrest Herbals products together with the Products in a manner that would create the impression that the non-RidgeCrest Herbals products are made by, endorsed by, or associated with RidgeCrest Herbals.

6.5(e). Customer Service & Product Representations. Retailer and Retailer's sales personnel shall familiarize themselves with the features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user customers on the selection and safe use of the Products, as well as any applicable warranty or return policy. Retailer must make itself available to respond to customer questions and concerns both before and after the sale of the Products and should endeavor to respond to customer inquiries promptly. Retailer and Retailer'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 RidgeCrest Herbals. Retailer agrees to cooperate fully with RidgeCrest Herbals in any investigation or evaluation of such matters.

7. Intellectual Property

RidgeCrest Herbals owns all proprietary rights in and to the RidgeCrest Herbals brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property (the IP) related to the Products. Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the 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. RidgeCrest Herbals reserves the right to review and approve, in its sole discretion, Retailer's use or intended use of the IP at any time, without limitation. All goodwill arising from Retailer's use of the IP shall inure solely to the benefit of RidgeCrest Herbals.

8. Termination

If Retailer violates any of the Terms, RidgeCrest Herbals reserves the right to terminate the Terms immediately in addition to all other available remedies. Upon termination, Retailer will immediately lose its status as an Authorized Retailer and shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer or has any affiliation with RidgeCrest Herbals; and (iii) using any IP.

9. Availability of Injunctive Relief

The parties agree that a breach or threatened breach of these Terms would cause irreparable harm to RidgeCrest Herbals for which monetary damages would be an insufficient remedy. Consequently, RidgeCrest Herbals shall be entitled to seek injunctive relief and other equitable remedies in the event of such breach or threatened breach. It is further agreed that the specification of any particular remedy within these Terms shall not be interpreted as a waiver or prohibition of any other available remedies. Finally, no failure, refusal, neglect, delay, waiver, forbearance, or omission by RidgeCrest Herbals to exercise any right(s) herein shall constitute a waiver of any provision of these Terms.

10. Miscellaneous

RidgeCrest Herbals reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer. 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 IP, or use of any other information or materials provided by RidgeCrest Herbals to Retailer under the Terms following notice will be deemed Retailer's acceptance of the amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Terms: Sections 3 and 7.

11. Jury Trial Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, 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 BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

 

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