Authorized Reseller Policy

Authorized Reseller Policy

To qualify to become and remain an authorized reseller (“Authorized Reseller”) of Southworth Nutraceuticals LLC products (“Products”), you and your business (collectively, “Reseller”) must adhere to this Authorized Reseller Policy (this “Policy”) at all times. Failure to comply with this Policy may result in suspension or termination of Reseller’s account with Southworth Nutraceuticals LLC (“DreamLeaf”). Further, DreamLeaf reserves the right not to sell to any Reseller or customer for any purpose, in its sole and absolute discretion.

As a Reseller, you agree to:

1. Maintain Current Business Information & Disclose All Locations/Platforms That Carry/Sell DreamLeaf Products

Reseller must maintain accurate and up-to-date company information and disclose all physical locations and online selling platforms that offer DreamLeaf Products for sale throughout the term of Reseller’s relationship with DreamLeaf.

2. Sell on Approved Retail Website(s)/Platform(s) Only

Reseller may take orders via publicly accessible ecommerce enabled web pages hosted on approved websites owned and operated by Reseller. Selling on Amazon.com (USA), Amazon.ca (Canada), Amazon.co.uk (United Kingdom), Amazon.co.jp (Japan), eBay (all countries), Rakuten, NewEgg, Alibaba, DHgate, AliExpress, and/or 1688.com is strictly prohibited. DreamLeaf reserves the right to restrict sales from any website that it deems to be harmful to DreamLeaf’s business or reputation, or to the business or reputation of another Reseller.

3. Only Purchase Products Directly From DreamLeaf

Unless expressly authorized by DreamLeaf, Reseller may not purchase DreamLeaf Products from other retailers or wholesalers or from other sources not explicitly endorsed by DreamLeaf.

4. Only Sell Products in Original Packaging

Reseller may not alter original DreamLeaf packaging in any way prior to selling DreamLeaf Products. Removing DreamLeaf Products from packaging and selling DreamLeaf Products in different packaging or under a different name is strictly prohibited.

5. No Bundling DreamLeaf Products Without Obtaining Permission

Reseller should not bundle DreamLeaf Products with any other product or good without receiving prior written permission from DreamLeaf.

6. Authorized Reseller Badge

Reseller will be provided an Authorized Reseller Badge (“Badge”). For the benefit of Reseller, Reseller should clearly post its Badge and/or ID on all online DreamLeaf listings and/or storefronts, as applicable, and display its Badge in any store selling DreamLeaf Products for the duration of the reseller relationship.

7. Taxes, Duties, Excises and Customs Fees

All taxes, VAT, duties, excises and customs fees associated with the import of DreamLeaf Products are Reseller’s sole responsibility.

8. Minimum Advertised Price Policy

To support Resellers’ business efforts, DreamLeaf wishes to establish policies that will allow Resellers to earn the profits necessary to maintain the high level of customer excellence people have come to expect from DreamLeaf.

To protect the investment of our high-quality Resellers and DreamLeaf’s brand reputation, DreamLeaf has unilaterally adopted a Minimum Advertised Price Policy (“MAP Policy”). DreamLeaf has established this MAP Policy due to the fact that Reseller advertising and sales practices that promote DreamLeaf Products primarily on the basis of price could be detrimental to Resellers’ service and support efforts and to DreamLeaf’s competitive position on these websites. Such activities can be harmful to DreamLeaf’s brand, reputation and competitiveness, and allow some Resellers to take advantage of the service and support efforts of others. DreamLeaf believes that these practices are unfair and thus discourages such efforts.

DreamLeaf believes this policy will strengthen its competitiveness and benefit all of its Resellers.

Official Policy and Guidelines

a) All DreamLeaf Products have a MAP retail price (the “MAP”). Listing a price other than the MAP next to the featured Product in any advertising, storefront or webpage will be viewed as a violation of this MAP Policy. This MAP Policy also applies to any activity that is designed or intended to circumvent the intent of this MAP Policy, such as solicitations for “group purchases” and the like. DreamLeaf may update or modify the MAP at any time.

Product MAP (USD) MAP (CAD) MAP (GBP) MAP (JPY)
Dream Leaf $29.99 USD $37.99 CAD £23.99 GBP ¥3199
Fox Thoughts $29.99 USD $37.99 CAD £23.99 GBP ¥3199
Twilune $24.99 USD $29.99 CAD £19.99 GBP ¥2099
Mugwort $19.99 USD $24.99 CAD £15.99 GBP ¥2099
Ashwagandha $19.99 USD $24.99 CAD £15.99 GBP ¥2099
Mind Peace $29.99 USD $37.99 CAD £23.99 GBP ¥3199
Dream Atlas $18.00 USD $24.00 CAD £15.00 GBP ¥1999

b) From time to time, DreamLeaf may permit Resellers to advertise certain Products at prices lower than the MAP. In such events, DreamLeaf reserves the right to modify or suspend the MAP with respect to the affected Products for a specified period of time by providing advance notice to all Resellers of such changes.

c) Except as expressly authorized by DreamLeaf, it shall be a violation of this MAP Policy to reduce or discount the price of any Product by selling in bundles, bulk, wholesale or packages.

d) DreamLeaf reserves the right, in its unilateral discretion, to stop selling to any Reseller that violates this MAP Policy.

9. Sell to Retail Consumers Only

Unless expressly authorized by DreamLeaf, Reseller should sell to end consumers only, and may not sell in bulk to B2B accounts, wholesalers, or freight forwarders/drop-shippers for other retailers.

10. Shipping

DreamLeaf will make every effort to ship within 3-5 business days of payment for Products, and will ship to the address specified by Reseller in the order. Title and risk of loss or damage to the product will transfer to Reseller when the product is loaded onto the carrier’s vehicle for shipment at DreamLeaf’s warehouse, fulfillment center, or other business location, or when possession of the product is transferred to the carrier at the carrier’s location or the U.S. Post Office (collectively, the “Delivery Point”). DreamLeaf will have no obligation to provide carriage of goods or insurance. Reseller is responsible for all customs duties, freight, insurance and other shipping expenses from the Delivery Point. Reseller agrees to satisfy all import formalities pertaining to the shipment of DreamLeaf Products to destinations outside the United States.

11. Obey the Law, Abide by Policy Rules & Serve Customer Needs

Reseller must comply with all applicable laws, rules, regulations and policies related to the advertising, sale and marketing of DreamLeaf Products in its country and jurisdiction. Reseller must also comply with the terms and conditions of all commerce-enabled websites utilized by Reseller, ensure PCI Compliance, and use approved third-party shopping carts. Reseller must provide a level of sales support and customer support for customers that, at a minimum, demonstrate industry best practices.

12. Trademark, Intellectual Property and Brand Agreement, and Quality Control Process

Reseller acknowledges and agrees that DreamLeaf owns all proprietary rights in and to the DreamLeaf brand, name, logo, trademark(s), patent(s), copyright(s) and other intellectual property (the “Proprietary Rights”). Use by Reseller of the Proprietary Rights is authorized only for the purposes described in this Policy and will cease upon termination of the Reseller’s relationship with DreamLeaf.

Reseller must represent itself as a DreamLeaf Authorized Reseller in all advertising and sales materials related to its sale of DreamLeaf Products. Setting up businesses or websites, registering domain names, or creating social media usernames/handles on any social media website or service that contain any DreamLeaf trademark, copyright or logo are subject to and conditioned upon DreamLeaf’s approval and authorization, which DreamLeaf may withhold or revoke at any time in its discretion. Similarly, any marketing materials for DreamLeaf Products are subject to and conditioned upon DreamLeaf’s approval and authorization, which DreamLeaf may withhold or revoke at any time in its discretion. Reseller may (i) announce to the public that it is an authorized, non-exclusive Reseller of DreamLeaf, and (ii) advertise DreamLeaf under the trademarks, service marks, marks, and trade names that DreamLeaf may adopt from time to time (the “DreamLeaf Trademarks”). Reseller understands that nothing herein shall grant to Reseller any right, title or interest in or to the DreamLeaf Trademarks or any Proprietary Rights. At no time during or after the term of the reseller relationship will Reseller challenge or assist others to challenge the DreamLeaf Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of DreamLeaf. Reseller will follow all trademark usage guidelines communicated by DreamLeaf.

Reseller may use the DreamLeaf name in advertising and promotional media. Approval of any media is at DreamLeaf’s sole and absolute discretion. Upon termination of the Reseller’s relationship with DreamLeaf, Reseller will immediately cease all use of the DreamLeaf name, the DreamLeaf Proprietary Rights, and the DreamLeaf Trademarks.

Reseller may not, directly or through any person or entity, in any manner whatsoever, copy, reproduce, incorporate, modify, prepare derivative works of, or otherwise alter any DreamLeaf Product. Reseller will not remove any copyright, trademark or other proprietary notice incorporated on or in any DreamLeaf product. Reseller agrees that it will not offer for resale, advertise or promote any product that DreamLeaf contends infringes upon DreamLeaf Proprietary Rights or the DreamLeaf Trademarks, or that falsely purports to be a DreamLeaf Product, or that is a counterfeit, copy, imitation or knock-off of any DreamLeaf Product. Reseller also agrees that it will not publish any content that would injure, dilute, or diminish the value of any DreamLeaf Trademarks. Reseller agrees to notify DreamLeaf immediately if it becomes aware of any violation of this Policy by any other Reseller, individual or entity.

If there is a breach or threatened breach of this or any other provision of this Policy, it is agreed and understood that DreamLeaf 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.

13. Indemnification

Reseller agrees to and shall indemnify and hold harmless DreamLeaf, its officers, employees, agents and representatives, from and against any and all claims, lawsuits, actions, losses and liabilities (including attorneys’ and other professional fees and other costs of litigation) by any other party arising out of or attributable to Reseller’s representation of DreamLeaf Products in a manner inconsistent with DreamLeaf’s Product descriptions and instructions, or from the Reseller’s marketing, distribution, use or sale of DreamLeaf’s Products, or from Reseller’s violation of, or failure to comply with, any of the provisions set forth in this Policy.

14. Jurisdiction and Venue

In the event of a dispute over the terms or performance of this Policy, Reseller expressly submits to jurisdiction and venue in the United States District Court for the state of Utah. If DreamLeaf is the prevailing party in any action brought under this Policy, DreamLeaf shall be entitled to reasonable attorneys’ fees and costs incurred in the prosecution and/or defense of such action.

This Policy may be updated from time to time. While we will make an effort to notify Resellers of changes to this Policy, it is the responsibility of the Reseller to regularly review this Policy and ensure continued compliance.