Effective June, 1, 2021

These Fresh Baitz, LLC (“Fresh Baitz”) Authorized Retailer Purchase Terms and Conditions (the “Terms”) apply to all Authorized Retailers of Fresh Baitz Products (the “Products”) in the United States of America and its territories (the “Territory”). By purchasing Products from Fresh Baitz for retail sale, you (hereinafter “Retailer,” “you,” or “your”) agree to adhere to the following terms. Please read these terms carefully.

1. 1.    Manner of Sale.    Sales in violation of these terms are strictly prohibited, are considered a material breach of these Terms, and may result in Fresh Baitz immediate termination of Retailer’s account, in addition to other remedies. Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, shall not be eligible for certain Fresh Baitz's promotions, services, and/or benefits, including, unless prohibited by law, coverage under any Fresh Baitz Product guarantees.
   1. 1.1    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 or gifting.
   2. 1.2    Retailer shall not sell or transfer any of the Products to any person or entity for re-sale without the prior written consent of Fresh Baitz. This includes sales to subsidiaries/unique banners owned by Retailer, B2B accounts, wholesalers, freight forwarders/drop shippers for other retailers, online retailers such as Amazon.com, any person or entity with a direct customer relationship with Fresh Baitz, or any other person or entity Retailer knows or has reason to know intends to re-sell the Products.
   3. 1.3    Retailer shall not market for sale, sell, invoice, promote, or ship the Products to any individual or business outside the Territory without obtaining Fresh Baitz’s prior written consent.
   4. 1.4    Retailer is not authorized to sell within the United States and its territories Products purchased outside of the United States of America and its territories, without obtaining Fresh Baitz’s prior written consent.
   5. 1.5    Fresh Baitz reserves the right to request information from Retailer regarding where and to whom the Products are being sold, and Retailer shall furnish such information upon request.
   6. 1.6    Online Sales
      1. 1.6.1    Retailer may not sell the Products online anonymously. 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. Retailer must notify Fresh Baitz in writing of any owned and operated websites operating under a different business name than Retailer’s legal name.
      2. 1.6.2    Retailer shall not sell the Products on or through any other website(s), including any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, or Walmart Marketplace, without the prior written consent of Fresh Baitz.
      3. 1.6.3    Unless separately authorized by Fresh Baitz, Retailer shall not hold inventory of the Products at any third-party fulfillment center nor use any third-party fulfillment service, such as Amazon Fulfillment Services, to fulfill any orders for the Products.
      4. 1.6.4    Fresh Baitz reserves the right to limit sales of its Products, including online. Fresh Baitz reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products online, and you must cease all such marketing and sales immediately upon receiving notice of such termination.
      5. 1.6.5 Retailer must have an advertised price displayed for each Renew Life Product marketed for sale online. If Retailer chooses to offer pricing that is only visible by “adding to cart/seeing price in cart,” such pricing must be in addition to and not in lieu of, a displayed advertised price that is visible on the product page.
      6. 1.6.6    Nothing in this paragraph 1.6 is intended to or shall modify the prohibition on marketing for sale, selling, invoicing, promoting, or shipping Products outside of the United States of America or its territories without Fresh Baitz’s prior written consent.
2. 2. Terms of Sale.
   1. 2.1    Orders and Pricing.    Orders for Products made by Retailer shall be handled pursuant to Fresh Baitz’s product ordering and order processing procedures. Fresh Baitz reserves the right to reject any order, in whole or in part, for any reason. For all of the Products you order, you will pay to Fresh Baitz the Wholesale Price as set forth by Fresh Baitz from time to time on its price lists, which prices are subject to change. Fresh Baitz may take price increase upon written notice. Renew Life reserves the right to discontinue the production of one or more of the Products at any time without notice to Retailer.
   2. 2.2    Sales Taxes.    If Retailer has not furnished Fresh Baitz with appropriate evidence of its exemption from all applicable sales taxes, Fresh Baitz may also add applicable sales taxes to invoices.
   3. 2.3    Shipping/Freight.    Unless authorized for alternate terms, shipping terms are FOB origin, prepaid insured. Title passes at FOB origin. For loads delivered by Fresh Baitz, risk of loss transfers upon receipt of goods at customer location. For loads hauled by the Retailer, or its agent, risk of loss transfers at the time the Retailer’s carrier is released from the Fresh Baitz distribution facility.
   4. 2.4    Payment Terms.    Retailer agrees to pay all invoices on date of invoice. Retailer agrees to pay reasonable attorney, collection, arbitration, and/or court fees and expenses Fresh Baitz may incur in its collection efforts. Retailer shall promptly review all invoices and notify Fresh Baitz of any claim related to any invoice within seven (7) days of receipt. Retailer agrees to provide Fresh Baitz with financial information necessary to establish credit limits and to demonstrate on-going creditworthiness when requested by Fresh Baitz.
3. 3.    Retailer’s Obligations
   1. 3.1    Product Inspection.    Promptly upon receipt of Products, Retailer shall inspect the Products for damage, defect, evidence of tampering, or other non-conformance. If any defect is identified, Retailer must not offer the Product for sale and must report the defect to Fresh Baitz. Furthermore, Retailer shall regularly inspect its inventory for expired or soon-to-be expired Products and shall remove those Products from inventory. Retailer shall not sell expired Products.
   2. 3.2 Product Storage and Handling.    Retailer shall store all Products in a cool, dry place, away from direct sunlight, and in accordance with any other storage guidelines specified by Fresh Baitz.
   3. 3.3    Alterations Prohibited. Retailer 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 are not permitted. Tampering with, defacing, or otherwise altering any lot code, batch code, UPC number, or other identifying information on Products is prohibited. Further, Retailer may not remove, translate, or modify the contents of any label or literature on or accompanying the Product.
   4. 3.4    Customer Service.    Retailer shall be familiar with the special features of all Products kept in inventory and must obtain sufficient product knowledge to advise end-user customers on how to use the Products safely and properly. Retailer must make itself available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries within 24 hours. At all times, Retailer and Retailer’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be illegal, gives or could give the appearance of impropriety, or otherwise is or could be detrimental to the reputation of the Fresh Baitz brand.
   5. 3.5    Recall and Consumer Safety.    To ensure the safety and well-being of the end-users of the Products, Retailer shall cooperate with Fresh Baitz with respect to any Product recall or other consumer safety information dissemination effort.
   6. 3.6    Contact Information.    Retailer shall maintain accurate and up-to-date company information and shall promptly notify Fresh Baitz of any change in Retailer’s telephone number, mailing address, email address, or other contact information.
   7. 3.7    Compliance with Applicable Laws.    Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.
   8. 3.8    Consumer Confusion.    Retailer shall not advertise, market, display, or demonstrate non-Fresh Baitz products together with Fresh Baitz Products in a manner that would create the impression that the non-Fresh Baitz products are made by, endorsed by, or associated with Fresh Baitz. Retailer shall not advertise, offer for sale, or sell any Products as genuine that in fact are not or falsely or inaccurately represent the features or functionality of any Products.
4. 4.    Intellectual Property.    Retailer acknowledges and agrees that Fresh Baitz owns all proprietary rights in and to the Fresh Baitz brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Fresh Baitz IP”). Retailer shall refrain from questioning or challenging the rights claimed by Fresh Baitz in the Fresh Baitz IP or assisting any others in doing so. Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Fresh Baitz IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of this Agreement. Fresh Baitz reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Fresh Baitz IP at any time, without limitation. Retailer’s use of the Fresh Baitz IP shall be in conformance with any guidelines that may be provided by Fresh Baitz and must be commercially reasonable as to the size, placement, and other manners of use. All goodwill arising from Retailer’s use of the Fresh Baitz IP shall inure solely to the benefit of Fresh Baitz.
5. 5.    Termination.    Fresh Baitz may terminate Retailer’s account with or without cause at any time with written notice.
   1. 5.1    Upon termination of this Agreement, Fresh Baitz, in its sole discretion, may repossess from Retailer all or any part of any stocks of Products then held by Retailer in inventory either by paying or giving credit for their invoice value or the value at which they stand in the books of Retailer, whichever is lower, provided: (i) Fresh Baitz shall be responsible for arranging for and paying the costs of transport and insurance; and (ii) Retailer may sell the stocks for which it has accepted orders prior to the date of termination, and for that purpose and to that extent, the provisions of this Agreement shall continue in full force and effect, and after which point, Retailer shall cease representing itself as an authorized retailer of Fresh Baitz Products and shall cease all use of anything that may give the impression that Retailer is an authorized retailer of Fresh Baitz Products or has any affiliation whatsoever with Fresh Baitz.
6. 6.    Availability of Injunctive Relief.    If there is a breach or threatened breach of paragraphs 1, 3, 4, or 5.1 of these Terms, it is agreed and understood that Fresh Baitz 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 these Terms 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 these Terms. Except as otherwise provided or as the Retailer and Fresh Baitz may otherwise agree in writing, no failure, refusal, neglect, delay, waiver, forbearance, or omission by Fresh Baitz to exercise any right(s) herein or to insist upon full compliance by Retailer with Retailer’s obligations herein shall constitute a waiver of any provision or otherwise limit Fresh Baitz’s right to fully enforce any or all provisions and parts thereof.
7. 7.    Indemnification.
   1. 7.1    Retailer shall, and hereby does, indemnify, defend, save and hold harmless, Fresh Baitz, and its directors, officers, employees, shareholders, agents and advisors and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) to the extent they are caused by, arise from, or are incurred in connection with (i) any breach of, or failure to perform, any term, covenant or condition in this Agreement by Retailer, or (ii) the negligence or willful misconduct of Retailer or its officers, employees, agents or contractors.
   2. 7.2    Fresh Baitz shall, and hereby does, indemnify, defend, save and hold harmless, Retailer, and its directors, officers, employees, shareholders, agents and advisors and each of the heirs, executors, successors and assigns of any of the foregoing, from and against any and all liabilities, damages, judgments, costs and expenses (including reasonable attorneys’ fees) to the extent they are caused by, arise from, or are incurred in connection with (i) bodily injury, sickness, including death, or damage to or the destruction of tangible property resulting from defective Fresh Baitz Products or defective Products sold, shipped or delivered to Retailer by Fresh Baitz; or (ii) the infringement or alleged infringement of any U.S. patent, trademark, trade dress, copyright or other intellectual property right arising out of the offering for sale or sale of such Products. Excluded are any claims, suits, or other actions relating to (i) personal injury caused or alleged to have been caused, in whole or in part, by the negligence or willful misconduct of Retailer, or (ii) any claims, suits, or other actions due to premises liability.
8. 8.    WARRANTY.    FRESH BAITZ 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. FRESH BAITZ SHALL NOT BE LIABLE TO RETAILER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.
9. 9.    Return Policy.
   1. 9.1    Return of Defective Products.    Defective Products that are identified in the receiving process should be reported to Fresh Baitz promptly, generally within 48 hours of receipt of goods, by contacting Fresh Baitz. Fresh Baitz will accept returns of Defective Products for credit when this process is followed. Disposition of product will be provided by Fresh Baitz at the time the defect is reported. All claims for defects are subject to inspection by Fresh Baitz to confirm validity. All claims for returned goods must be pre-authorized by Fresh Baitz, and accompanied by a Return Authorization (RA) Number for each instance. Blanket RAs will not be issued.
   2. 9.2    Return of Non-Defective Products.    Return of non-defective product shall be governed by the terms and conditions of the Returned Goods & Delivery Exceptions Policy, which shall be provided by the Fresh Baitz sales contact, and is subject to change with 90 days written notice.
10. 10.    Modification.     Fresh Baitz reserves the right to update, amend, or modify these Terms 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 Fresh Baitz IP, or use of any other information or materials provided by Fresh Baitz to Retailer following notice of the amendments will be deemed Retailer’s acceptance of the amendments.
11. 11.    Miscellaneous.        The Terms will be governed by, and interpreted and enforced in accordance with, the laws of the State of Massachusetts without reference to the principles of conflicts of laws. Any disputes or differences occurring between the parties arising out of or in any way relating to the Terms, or their rights and responsibilities to each other, will be settled by arbitration under the then current rules of the American Arbitration Association. The decision and award of the arbitrator(s) will be final and binding and the award so rendered may be entered in any court having jurisdiction thereof. The place of arbitration will be Worcester, Massachusetts or any other place selected by mutual agreement of the parties. Nothing in the foregoing requirement that disputes or differences be submitted to arbitration will prohibit the right to seek provisional or equitable relief from any court having jurisdiction over the parties, including injunctive relief, pending a final award issued by the arbitrator(s); provided, however, this right is not intended to nor will it usurp the obligation of the parties to otherwise resolve such differences in accordance with this paragraph. Furthermore, nothing in the Terms is intended to or shall preclude Fresh Baitz’s ability to commence an action in a court of law for purposes of ascertaining the identity of any unauthorized seller of the Products. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.