Nature's Way of Canada LTD. Authorized Retailer Policy

This Nature’s Way of Canada Ltd. Authorized Retailer Policy (“Retailer Policy” or “Policy”) is issued by Nature’s Way of Canada Ltd. (“Nature’s Way”) and applies to the sale of Nature’s Way products (“Product(s))” as further defined below) in Canada. By purchasing Products from Nature’s Way for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and Nature’s Way. To the extent any terms in this Retailer Policy are inconsistent with a prior Nature’s Way policy or agreement applicable to Retailer, the terms of this Retailer Policy shall govern and control. Until such status is otherwise revoked by Nature’s Way, in Nature’s Way’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer” hereunder. Nature’s Way may review Retailer’s activities for compliance with this Retailer Policy, 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. Products. For purposes of this Policy, “Products” shall include all products sold by Nature’s Way to Retailer, including, but not limited to Nature’s Way, Integrative Therapeutics, Ascenta, NutraVege, and NutraSea-branded products.
    
2. Purchase Orders and Products. Orders for Products (“Purchase Orders”) made by Retailer shall be handled pursuant to Nature’s Way’s then-current product order, shipment, and return procedures, which may be amended by Nature’s Way at any time in its sole discretion. Nature’s Way reserves the right to reject any Purchase Order, in whole or in part, for any reason. Nature’s Way reserves the right, at any time in its sole and absolute discretion and without any obligation, liability, or advance notice to Retailer, to discontinue the sale of or limit the production of any Product, to terminate or limit deliveries of any Product, to alter the design or composition of any Product, and to add new Products to or delete existing Products from its product lines.
3. Authorized Customers.Retailer is authorized only to sell Products to End Users in Canada. An “End User” is a 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 Products to any person or entity Retailer knows or has reason to know intends to resell the Products. Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.
4. Online Sales. Retailer is authorized to advertise and sell Products through Permissible Public Websites in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application that:
   
   (i) is operated by Retailer in Retailer’s legal name or registered fictitious name;
   
   (ii) conspicuously states Retailer’s legal name or registered fictitious name, mailing address, telephone number, and email address;
   
   (iii) does not give the appearance that it is operated by Nature’s Way or any third party; and
   
   (iv) is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached hereto as Exhibit A, as Nature’s Way may amend from time to time. Retailer shall not offer for sale or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Walmart Marketplace, Loblaws, or Hudson’s Bay), mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Nature’s Way. Nature’s Way reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products on the Permissible Public Websites, and Retailer must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Policy supersede any prior agreement between Nature’s Way and Retailer regarding the sale of the Products online.
5. 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 Nature’s Way. Retailer shall comply with all applicable laws, rules, regulations, and policies
   
   (a) applicable to Retailer’s business 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 Nature’s Way or the Products.
   
6. Product Care, Customer Service, and Other Quality Controls.
   
   (a) Retailer shall comply with all instructions provided by Nature’s Way regarding the storage, handling, shipping, disposal, or other aspect of the Products. Retailer shall store Products in a cool, dry place, away from direct sunlight.
   
   (b) Retailer shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are prohibited. Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Retailer shall not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, natural product number, or other identifying information on Products or their packaging. Retailer shall not alter or dilute the Products.
   
   (c) Retailer shall not resell any Product that has been returned opened or repackaged.
   
   (d) Promptly upon receipt of the Products, Retailer shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Retailer must not offer the Product for sale and must promptly report the Defect to Nature’s Way at Salescanada@naturesway.com.
   
   (e) Retailer shall inspect its inventory regularly for expired or soon-to-be expired Products. Retailer shall not sell any Products that are expired or that do not have an adequate useful shelf-life remaining (for example, fewer days until expiry than servings in the container). Retailer shall destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Nature’s Way.
   
   (f) Retailer shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Retailer shall provide a high level of customer service and shall be responsive to customer inquiries both before and after sale of the Products. Retailer shall refer technical questions regarding the Products to Nature’s Way.
   
   (g) Retailer shall cooperate with Nature’s Way with respect to any Product tracking systems that may be implemented from time to time. Additionally, Retailer shall maintain in Canada such documents and records (and for such period of time) as may be required by applicable law to ensure that Products may be traced in the event of a Product recall or safety incident.
   
   (h) Retailer shall fully cooperate with Nature’s Way with respect to any Product recall or other consumer safety information dissemination efforts. If any regulatory authority issues a recall or takes similar action in connection with the Products, or if Nature’s Way determines that an event, incident, or circumstance has occurred which requires a recall or market withdrawal of the Products, Nature’s Way shall advise Retailer. Nature’s Way shall have the right to control and manage any Product recall and Retailer shall fully cooperate with Nature’s Way in notifying its customers to return all such Products and shall follow any and all instructions provided by Nature’s Way in respect of such recall. Retailer shall provide Nature’s Way with information regarding Retailer’s sales of the Products when requested by Nature’s Way, at no charge, and in the case of information requested in connection with a recall of any Product within twenty-four (24) hours. In the event of a recall or market withdrawal, Retailer shall pay all costs and expenses incurred by Retailer resulting from such recall or withdrawal and to the extent that the recall or withdrawal arises out of or results from the negligence of the Retailer, Retailer shall also be responsible for the expenses and costs incurred by Nature’s Way in respect of such recall or withdrawal.
   
   (i) Retailer shall promptly report to Nature’s Way any customer complaint, any information related to the safety of or a potential hazard associated with the Products, or adverse claim regarding Products of which it becomes aware. In the event the customer complaint or adverse claim relates to an incident or occurrence that resulted or may reasonably have been expected to result in serious injury to an individual or serious adverse effects on an individual’s health (including, without limitation, if such complaint or adverse claim relates to incorrect or insufficient labelling instructions or the lack of a label or instructions), Retailer shall immediately report such complaint or adverse claim to Nature’s Way. Retailer shall fully cooperate with Nature’s Way and assist Nature’s Way in investigating all complaints or adverse claims regarding the Products. As between the Parties, Nature’s Way shall have the sole authority to correspond with regulatory authorities with respect to complaints or adverse claims regarding the Products.
   
   (j) Retailer shall cooperate with Nature’s Way in the investigation and resolution of any quality or customer service issues related to Retailer’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.
   
   
7. Intellectual Property. Retailer acknowledges and agrees that Nature’s Way or its licensors own all proprietary rights in and to the Nature’s Way brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Nature’s Way IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Nature’s Way IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of this Policy or Retailer’s status as an Authorized Retailer. All goodwill arising from Retailer’s use of the Nature’s Way IP shall inure solely to the benefit of Nature’s Way or its licensors. Retailer acknowledges that it owns no right, title, or interest in any of the Nature’s Way IP except as granted herein. Retailer’s use of the Nature’s Way IP shall be in accordance with any guidelines that may be provided by Nature’s Way from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. Nature’s Way reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Nature’s Way IP at any time, without limitation. Retailer shall not create, register, or use any domain name or any mobile application that contains any Nature’s Way product name or any trademark owned by or licensed to Nature’s Way, nor a misspelling or confusingly similar variation of any Nature’s Way product name or any trademark owned by or licensed to Nature’s Way.
   
   
8. Termination. Nature’s Way reserves the right to terminate Retailer’s status as an Authorized Retailer with written or electronic notice. Upon termination of a 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 Nature’s Way Products or has any affiliation whatsoever with Nature’s Way; and (iii) using all Nature’s Way IP.
   
   
9. Modification. Nature’s Way reserves the right to update, amend, or modify this Policy at any time upon written or electronic notice. 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 Nature’s Way IP, or use of any other information or materials provided by Nature’s Way to Retailer will be deemed Retailer’s acceptance of the
   amendments.
   
   
10. Governing Law. The terms of this Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the Province of Nova Scotia and the laws of Canada applicable therein, without regard to its choice of law rules.
    
    
11. Confidentiality. This Policy and its attachments constitute confidential, proprietary information of Nature’s Way 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 Nature’s Way.
    
    
12. Language. The Parties hereto confirm that it is their wish that this Policy as well as other documents relating hereto, including notices, have been and shall be drawn up in the English language only. Les parties aux présentes confirment leur volonté que cette convention de même que tous les documents, y compris tous avis, s’y rattachant, soient rédigés en langue anglaise seulement.

EXHIBIT A
NATURE’S WAY OF CANADA LTD. ONLINE SALES GUIDELINES

Retailer’s approval to sell Nature’s Way Products on Permissible Public Websites is conditioned on adherence to the following terms and conditions:

1. Retailer shall be responsible for all fulfillment to its customers who order through Permissible Public Websites, any applicable taxes associated with such individuals’ purchases of Products, and any returns of Products. Retailer’s full legal name, mailing address, email address, and telephone contact must be included with any shipment of Products from Permissible Public Websites.
2. Retailer shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products unless separately authorized by Nature’s Way in writing. Under no circumstances shall Retailer fulfill orders in any way that results in the shipped Product coming from stock other than Retailer’s.
   
3. Retailer represents and warrants that the Permissible Public Websites are and will remain in compliance with all applicable privacy, accessibility, anti-spam, and data security laws, regulations, and industry standards, including, but not limited to, the Personal Information Protection and Electronic Documents Act (Canada), S.C. 2000, c. 5 and similar provincial privacy legislation, Canada’s Anti-Spam Legislation, S.C. 2010, c. 23 (“CASL”) and the Payment Card Industry Data Security Standard (“PCI DSS”), including without limitation, all notice, consent and unsubscribe obligations thereunder. Retailer shall maintain and make available on the Permissible Public Websites detailed privacy policies that accurately describe its personal information practices and will remain in compliance with its privacy policies and the requirements of any contract to which it is a party. Retailer will maintain throughout the term of this Policy a comprehensive written information security governance program, which will include reasonable and appropriate physical, administrative and technological controls designed to prevent the unauthorized access to, use, disclosure, destruction, or loss of personal information in Retailer’s custody and control. Retailer will not send or cause or permit to be sent any commercial electronic messages or install or cause to be installed any mobile applications or other computer programs, as such terms are defined under CASL, on behalf of Nature’s Way. Retailer will solely be responsible for all commercial electronic messages sent in connection with the Products.
   
4. In marketing the Products on the Permissible Public Websites, Retailer shall keep all Product descriptions and images up to date. Retailer shall not advertise Products not carried in inventory.
   
5. The Permissible Public Websites shall have a mechanism for receiving customer feedback and Retailer agrees to use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of anonymized information related to customer feedback (including any responses to customers) to Nature’s Way for review upon request. Retailer agrees to cooperate with Nature’s Way 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.
   
6. At Nature’s Way’s request, Retailer agrees to reasonably cooperate in providing access to, and copies of, all pages that comprise Retailer’s Permissible Public Websites.