This Authorized Reseller Policy (the “Policy”) applies to all Authorized Resellers (“Authorized Resellers”) of Nutty Made, Inc. (dba JOI; “JOI”) products (the “Products”), whether domiciled inside or outside of the United States. The Policy is effective immediately. By purchasing Products from JOI or an authorized distributor of JOI, all Authorized Resellers agree to adhere to the following terms and conditions.
- All sales of Products from JOI to an Authorized Reseller shall be done in accordance with the terms hereof and any additional terms and conditions of purchase established by JOI, unless a separate written agreement is entered into between JOI and Authorized Reseller.
- Authorized Reseller is authorized to offer Products purchased from JOI or an authorized distributor for retail sale in accordance with the terms herein. Sales in violation of this Policy are strictly prohibited and may result in immediate revocation of Authorized Reseller’s status as an Authorized Reseller, in addition to other remedies. Products sold to unauthorized persons or through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain JOI promotions, services, and/or benefits, including, unless prohibited by law, coverage under JOI’s product warranty.
- Authorized Reseller shall sell Products solely to end users of the Products and not for further resale without JOI’s prior written consent. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other Authorized Resellers, or any other person or entity Authorized Reseller knows or has reason to know intends to re-sell the Products.
- Authorized Reseller shall not sell, ship, invoice, or promote the Products, whether inside or outside the United States, without obtaining JOI’s prior written consent.
- Authorized Reseller shall not market or offer for sale the Products on any website or fulfill Authorized Reseller’s sales of Products through any website without the prior written consent of JOI. Selling on or through third-party marketplace sites (e.g., eBay.com, Amazon.com (.ca, .de, .es, .fr, .it, .mx, .uk), Walmart.com, Sears Marketplace), drop-ship accounts (e.g., Overstock.com, Jet.com, Rakuten.com, Newegg.com), classified sites (e.g., Craigslist.com, Facebook Marketplace), or via social media or Internet forums is strictly prohibited without the prior written consent of JOI.
- Authorized Reseller shall inspect Products upon receipt and during storage for damage, defect, evidence of tampering, broken seals or other non-conformance. If any defect is identified, Authorized Reseller must not offer the Product for sale and must report the defect to JOI immediately. Authorized Reseller shall 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 byJOI. Furthermore, Authorized Reseller shall inspect inventory regularly for expired or soon-to-be expired Products and shall remove those Products from inventory. Authorized Reseller shall not sell expired Products.
- Authorized Reseller shall 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 the Products or their packaging is prohibited. Authorized Reseller is prohibited from tampering with, defacing, or otherwise altering serial numbers, UPC codes, lot or batch codes, or other identifying information on Products or packaging. Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is also prohibited.
- To ensure the safety and well-being of the end-users of the Products, Authorized Reseller shall communicate all safety information to consumers and cooperate with JOI with respect to any Product recall.
- Authorized Reseller must be able to accurately describe, demonstrate, and sell each Product kept in inventory and to advise end-user customers on how to use the Products safely and properly. Authorized Reseller must 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. Authorized Reseller must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of JOI.
- Authorized Reseller is prohibited from advertising, marketing, displaying, or demonstrating non-JOI products together with JOI Products in a manner that would create the impression that the non-JOI products are made by, endorsed by, or associated with JOI, in each case unless JOI grants its consent otherwise.
- Authorized Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products.
- JOI owns all proprietary rights in and to the JOI brands, names, logos, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (the “JOI IP”). Authorized Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the JOI IP solely for purposes of marketing and selling the Products as set forth herein, and this license shall cease immediately upon termination of Authorized Reseller’s status as an Authorized Reseller. JOI may review, approve, and/or reject, in its sole discretion, an Authorized Reseller’s marketing materials or use of the JOI IP at any time. Upon notice from JOI, Reseller shall immediately suspend use of any materials rejected by JOI. All goodwill arising from Authorized Reseller’s use of the JOI IP shall inure solely to the benefit of JOI.
- If an Authorized Reseller violates any of the terms of this Policy, JOI reserves the right to terminate Authorized Reseller’s status as an Authorized Reseller in addition to all other available remedies. Upon termination of Authorized Reseller’s status, Authorized Reseller shall immediately cease selling the Products, representing itself as an Authorized Reseller of JOI Products, and all use of anything that may give the impression that Authorized Reseller is an Authorized Reseller of JOI Products or has any affiliation whatsoever with JOI.
- If there is a breach or threatened breach of this Policy, it is agreed and understood that JOI shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Policy 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 Policy. No failure, refusal, neglect, delay, waiver, forbearance, or omission by JOI to exercise any right(s) herein or to insist upon full compliance by Authorized Reseller with Authorized Reseller’s obligations in this Policy shall constitute a waiver of any provision or otherwise limit JOI’s right to fully enforce any or all provisions and parts thereof.
- JOI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. JOI SHALL NOT BE LIABLE TO AUTHORIZED RESELLER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
- JOI reserves the right to update, amend, or modify this Policy at any time.
- This Policy and any dispute arising under it 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 Policy, Authorized Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Florida. If any provision of the Policy is held contrary to law, the remaining provisions shall remain valid.
- JOI will establish from time to time a Minimum Advertised Price (“MAP”) for each Product and shall communicate the MAP in writing to each Authorized Reseller. JOI may, in its sole discretion, revise the MAP for any Product at any time. JOI will communicate any changes in MAP to Authorized Resellers. Advertising a Product using JOI’s IP at a price below the MAP may lead to discontinuance by JOI of its relationship with Authorized Reseller. JOI’s intention and policy is not to engage any Authorized Reseller that advertises a Product at a price below the MAP. It is the decision of each Authorized Reseller to advertise a Product at any price it chooses, as long as it is not less than the Product’s MAP. Without limiting the foregoing, this MAP policy is not intended to require any Authorized Reseller to resell a Product for a specific price; JOI does not seek, nor will it accept, from Authorized Reseller any assurance of compliance with the MAP Policy. This MAP policy does not establish maximum advertised prices. All Authorized Resellers may offer Products at any price equal to or in excess of the MAP. Compliance with this MAP policy remains at all times solely at the discretion of each Authorized Reseller.