Reseller Agreement Update - Seroyal

This Modification to Seroyal USA, LLC Authorized Online Seller Agreement (the “Modification”) modifies and amends the Seroyal USA, LLC Authorized Online Seller Agreement (the “Agreement”) between you and Pure Encapsulations, LLC (“Seroyal”). This Modification is effective as of the date Seroyal provides you with notice of this Modification (the “Modification Effective Date”). Except as modified or amended pursuant to this Modification, the Agreement remains unchanged and in full force and effect as written. Unless otherwise defined herein, capitalized terms herein shall have the meanings ascribed to them in the Agreement.

1. Updated Terms and Products. As of the Modification Effective Date, the definitions included in the Agreement for the following terms are modified as follows:

  (a) “Terms” will be defined as the Atrium Professional Brands Authorized Reseller Terms and Conditions or the Atrium Professional Brands Authorized Reseller Policy, as applicable to you.

  (b) “Products” will be defined as products within the Seroyal family of brands, including Seroyal^®, Genestra Brands^®, Pharmax^®, UNDA^®, and Wobenzym^®.

2. Update to Sections 2(b)(ii) of the Agreement. As of the Modification Effective Date, Section 2(b) of the Agreement will be replaced with the following:

  (b) Authorized Websites.

   (i) The Authorized Websites must be confined to the specific approved domain name(s) and/or screen name(s) or storefront name(s). the Authorized Websites must not give the appearance that they are operated by Seroyal or any third party.

   (ii) You may not sell online anonymously. The full legal name, mailing address, email address, and telephone contact of your business must be conspicuously stated on the Authorized Websites and must be included with any shipment of Products from the Authorized Websites or in an order confirmation email delivered at the time of purchase.

   (iii) The following copyright attributions must appear on any page of your Authorized Website(s) where Product brand(s) graphic material appears, as applicable:

    (A) Seroyal’s logo, text, graphics, and photo images are the property of Société des Produits Nestlé S.A. and are used with permission. Copyright © 2021.

    (B) Genestra Brands’ logo, text, graphics, and photo images are the property of Société des Produits Nestlé S.A. and are used with permission. Copyright © 2021.

    (C) Pharmax’s logo, text, graphics, and photo images are the property of Société des Produits Nestlé S.A. and are used with permission. Copyright © 2021.

    (D) UNDA’s logo, text, graphics, and photo images are used under license. All UNDA intellectual properties referenced herein are the properties of their respective owners. Copyright © 2021.

    (E) Wobenzym’s logo, text, graphics, and photo images are the property of Société des Produits Nestlé S.A. and are used with permission. Copyright © 2021.

   (iv) At Seroyal’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Authorized Websites. In your marketing and descriptions on the Authorized Websites, all Product images and descriptions must be supplied by or authorized by Seroyal, accurate, and up-to-date. You shall not advertise products not carried in inventory. Further, the Products shall be represented on web pages listing only Seroyal Products.

   (v) The Authorized Websites shall have a mechanism for receiving customer feedback and you agree to use reasonable efforts to address all customer feedback and inquiries received in a timely manner. You agree to provide copies of any information related to customer feedback (including any responses to customers) to Seroyal for review upon request. You agree to cooperate with Seroyal in the investigation of any negative online review associated with your sale of the Products and to use reasonable efforts to resolve any such reviews. You shall maintain all records related to customer feedback for a period of one year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require you to disclose identifying information about your customers to Seroyal.

   (vi) You represent and warranty that as of the Effective Date and throughout the term of the Agreement, the Authorized Websites are an will remain in compliance with all applicable privacy, accessibility, and data security laws, regulations and industry standards.

3. Update to Section 4 of the Agreement. As of the Modification Effective Date, Section 4 of the Agreement will be replaced with the following:

 4. Intellectual Property. The license granted to Reseller in the Terms is hereby amended to authorize use of the Atrium IP on the Authorized Websites, subject to the additional quality controls contained herein. Reseller acknowledges that it owns no right, title, or interest in any of the Atrium IP except as granted in the Terms or herein. Reseller’s license to use the Atrium IP on the Authorized Websites shall be revoked immediately upon termination of this Agreement.

4. Update to Section 5 of the Agreement. As of the Modification Effective Date, Section 5 of the Agreement will be replaced with the following:

 5. Termination. Seroyal, in its sole and absolute discretion, may terminate its approval for you to market and sell Products at one or all of the Authorized Websites, and you must cease all such marketing and sales immediately on the applicable Authorized Website(s) upon receiving notice of such termination. Upon termination of your approval to market and sell Products at one or more Authorized Websites, your authorization to use Atrium IP on such websites shall be revoked. Seroyal may terminate this Agreement with written notice at any time. On termination of your status as an Authorized Reseller pursuant to the Terms, this Agreement shall terminate automatically, and you must immediately cease all marketing and sales of Products on the Authorized Websites.

5. Update to Section 7 of the Agreement. As of the Modification Effective Date, Section 7 of the Agreement will be replaced with the following:

 7. Availability of Injunctive Relief. If there is a breach or threatened breach of the Terms or Sections 1 (Modification of the Terms), 2 (Authorization of Online Sales), 3 (Product Fulfillment and Sales), 4 (Intellectual Property), 5 (Termination), or 6 (Compliance with Laws) of this Agreement, it is agreed and understood that Seroyal will 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 Agreement 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 Agreement. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Seroyal to exercise any right(s) herein or to insist upon full compliance by Reseller with Reseller’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Seroyal’s right to fully enforce any or all provisions and parts thereof.

6. Update to Section 9(i) of the Agreement. As of the Modification Effective Date, Section 9(i) of the Agreement will be replaced with the following:

 (i) Governing Law and Dispute Resolution. The terms of this Agreement and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice of law rules. In the event of a dispute over the terms or performance under this Agreement, Reseller expressly submits to personal jurisdiction and venue in the federal or state courts in Middlesex County, Massachusetts. This Agreement may not be assigned or transferred by Reseller without the prior written consent of Seroyal. In the event of a breach or threatened breach of this Agreement by Reseller, Reseller is responsible for Seroyal’s attorneys’ fees and costs associated with any lawsuit or other action necessary to obtain appropriate relief.