Reselleris authorized tosell Products tocustomersin the United States. A customeris 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.Resellershall not sell or transfer Products to any person or entityResellerknows or has reason toknowintends to resell the Products.Resellershall not sell or transfer a quantity of the Products to any individual greater than that typicallypurchasedfor personal use.Resellershall not sell, ship, invoice, or promote the Products outside the United States of America without ARG’s prior written consent. 

Reseller is authorized to offer for sale and sell Products through Authorized Websites in accordance with the terms herein. An “Authorized Website” is a website or mobile application that is (i) operated by Reseller in Reseller’s legal name or registered fictitious name, and (ii) is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached hereto as Exhibit A, as ARG may amend from time to time. 

Reseller shall not offer for sale or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Kroger Marketplace, Walmart Marketplace, or Target+), mobile application, or other online forum other than a Permissible Public Website without the prior written consent of ARG. ARG reserves the right to terminate, at any time and in its sole discretion, its approval for Reseller to market and sell Products on the Permissible Public Websites, and Reseller must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Authorized Reseller Policy supersede any prior agreement between ARG and Reseller regarding the sale of the Products online.  

Reseller 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. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by ARG. Reseller shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Reseller’s business or (b) related to the marketing and sale of the Products. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of ARG or the Products.  

Reseller shall comply with the Product Care, Customer Service, and Other Product Quality Guidelines attached hereto asExhibit B, as may be amended by ARG from time to time.  

Reseller acknowledges and agrees that ARG owns all proprietary rights in and to the Allergy Research Group®, NutriCology® and Metabolic Maintenance® brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “ARG IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the ARG IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the ARG IP shall inure solely to the benefit of  ARG. Reseller’s use of the ARG IP shall be in accordance with any guidelines that may be provided by ARG from time to time and must be commercially reasonable as to the size, placement, and other manners of use. 

ARG reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the ARG IP at any time, without limitation. Reseller shall not create, register, or use any domain name or any mobile application that contains any ARG product name or trademark, nor a misspelling or confusingly similar variation of any ARG product name or trademark. 

ARG reserves the right toterminateReseller’s status as an AuthorizedResellerwith written or electronic notice. Upon termination of aReseller’s status as an AuthorizedReseller,Resellershall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression thatReselleris an AuthorizedResellerof ARG Products or has any affiliation whatsoever with ARG; and (iii) using all ARG IP. 

ARG reserves the right to update, amend, or modify this AuthorizedResellerPolicy at any time. Unless otherwise provided, such amendments will take effect immediately, andReseller’s continued use, advertising, offering for sale, or sale of the Products, use of the ARG IP, or use of any other information or materials provided by ARG to Reseller will be deemed Reseller’s acceptance of the amendments. 

This Authorized Reseller Policy, and its attachments, if any, constitute confidential, proprietary information of ARG 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 ARG.

Allergy Research Group LLC (“ARG”) has determined that certain advertising practices undermine ARG’s reputation, brand, goodwill, and premium image with its target consumer population and discourage its sellers from investing in the Allergy Research Group®,NutriCology®and Metabolic Maintenance®brands and product lines and providing the best possible service and support to consumers.  To protect the integrity of the ARG brands, ARG has adopted this unilateral Minimum Advertised Price Policy (the “Policy”), which applies to all authorized resellers of Allergy Research Group® and NutriCology® branded products in the United States of America.  This Policy supersedes all prior ARG policies or representations regarding minimum advertised prices or resale prices for the ARG products applicable to resellers.  

This Policy applies to advertisements of all ARG, NutriCology and Metabolic Maintenance products listed for sale on the following URLs (collectively, the “Covered Products”), available at:   

• NutriCology: https://www.nutricology.com/products
• Allergy Research Group: https://allergyresearchgroup.com/products

These product listings are available to all resellers and may be amended by ARG in its sole discretion at any time.  

ARG is solely responsible for establishing the minimum advertised price (“MAP”) for each Covered Product and communicating the MAP to all resellers. The MAP for each Covered Product is equal to the manufacturer’s suggested retail price (MSRP) for that Covered Product, as set forth at:  

• NutriCology MAP: https://www.nutricology.com/map-policy
• ARG MAP: https://allergyresearchgroup.com/pages/map-policy

While resellers remain free to advertise and sell all ARG products (including the Covered Products) at any price, it is a violation of this Policy for a reseller to advertise any Covered Product at a price lower than the MAP.  This Policy does not constitute an agreement between ARG and any other entity. ARG does not solicit and will not accept any assurance of compliance with this Policy from any reseller or other party.  Each reseller must choose independently whether to comply with the terms of this Policy.  This Policy is not negotiable and will not be altered for any individual reseller.    

The Policy applies to all “advertising” and “advertisements” and includes all promotional or pricing information of Covered Products displayed in any type of media, including, but not limited to:  

• Newspapers
• Mobile Ads
• Digital Media Ads
• Websites
• Outdoor signage
• Ads in any other media in a digital format that is conveyed via the Internet
• Mobile/Smart
• Product listing ads 
• Online product adsCatalogs
• Seller-initiated text messages or emails to customers or prospectively 
• Any other marketing or promotional materials, whether displayed online, through broadcast ,or other media 
• Blogs
• Affiliate marketing networks/comparison shopping engines
• Magazines
• Phone applications
• Social Media
• Television
• Banner Ads
• Sponsored links
• Flyers
• Brochures
• Pay-per-click ads
• Display ads
• Billboards

The terms “advertise” and “advertisement” do not include:  

i. signage displayed within a brick-and-mortar selling location; and  

ii. pricing information displayed at the “final online checkout stage,” which is when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information of a transaction.  Pricing information in the “shopping cart” or “checkout” stages must be obscured technically so that it is not retrievable by shopping and pricing engines and not displayed on search page results within the reseller’s own website.    

It is a violation of this Policy for a Seller to advertise any Covered Product at a price lower than the MAP.  Direct or indirect attempts to circumvent this Policy also violate this Policy.   

MAP advertisements that violate this Policy include, but are not limited to:   

A. Offering coupons, discounts, rebates, or other inducements that, when applied, result in a price lower than the MAP, including through use of a storewide sale, a category-wide sale, a promotional code, or other similar provision that can be applied to the Covered Products;   

B. Bundling Covered Products with other products or services (whether made by or provided by ARG or another entity) in a manner that implies below-MAP pricing for the bundled Covered Product;  

C. Strikeouts or strikethroughs of pricing information, “see price in cart,” or other statements that suggest a lower price for a Covered Product may be found at the “final online checkout stage” (as defined above);   

D. Permitting any third-party to alter the advertised price for any Covered Product; and  

E. Direct or indirect attempts to circumvent this Policy.    

Until otherwise announced by ARG, advertisements that do not violate this Policy include:   

A. The advertisement of free or reduced-price shipping on a Covered Product, as long as such offer applies to all other products offered by a reseller in the same product category and the value of the free or reduced price shipping is reasonable;  

B. A coupon, coupon code, reseller rebate, or similar inducement that can be applied to a Covered Product, provided that such coupon, coupon code, reseller rebate, or other inducement:  (1) applies to all products offered by reseller or all products offered by reseller in the same category as the Covered Product; (2) does not specifically refer to any Covered Product; and (3) does not provide a discount of more than twenty percent (20%) below the MAP;    

C. “Subscribe and Save,” “Auto-ship and Save,” “Repeat Delivery,” or other subscription or auto-replenishment loyalty discount programs which result in a discount below MAP, provided that such programs do not advertise a discount of more than ten percent (10%) below the MAP for the first purchase in the program, and no more than ten percent (10%) below the MAP for remaining purchases in the program; or  

D. Representations that a customer may “call for price,” “text for price,” or “email for price,” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.  

From time to time, ARG may announce MAP holidays or promotions that are applicable to all resellers, during which periods a reseller that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy. ARG will notify all resellers of any such authorized promotions, generally not fewer than thirty (30) days in advance. 

ARG will take the following actions against any reseller that fails to comply with this Policy:  

If Reseller violates this Authorized Reseller Policy, ARG reserves the right to terminate Reseller’s status as an Authorized Reseller effective immediately with written or electronic notice. Upon termination of a Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of ARG Products or has any affiliation whatsoever with ARG. 

This Policy will be enforced by ARG in its sole discretion and without notice.  Sellers have no right to enforce the Policy.    

ARG may update, revise, suspend, terminate, reinstitute, or modify this Policy at any time in its sole discretion.  Any such modifications will be made available to all authorized resellers.  If ARG changes the MAP on any Covered Product, it will provide at least 14 days’ notice to resellers before the changes are effective.  

No ARG employee or agent is authorized to modify, interpret, or grant any exceptions to this Policy; solicit or obtain the agreement of any person or entity to comply with this Policy; or otherwise discuss any aspect of this Policy with any reseller, including any reseller’s compliance with the terms.    

Any questions about this Policy should be submitted in writing and directed to ARG’s MAP Policy Administrator at MAP@allergyresearchgroup.com.  ARG will not accept any other form of communication from resellers regarding the Policy.  

The Authorized Websites must be operated in Seller’s legal or registered fictitious name.  

The Authorized Websites must not give the appearance that they are operated by ARG or any third party.  

Anonymous sales are prohibited.Reseller’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must bestatedconspicuously on theAuthorized Websitesand must be included with any shipment of Products from theAuthorized Websitesor in an order confirmation email delivered at the time of purchase. 

At ARG’s request, Reseller will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Authorized Websites.  

The Authorized Websites shall have a mechanism for receiving End Use feedback and Reseller shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Reseller agrees to provide copies of any information related to customer feedback (including any responses to customers) to ARG for review upon request. Reseller agrees to cooperate with ARG in the investigation of any negative online review associated withReseller’s sale of the Products and to use reasonable efforts to resolve any such reviews. Reseller 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 Reseller to disclose identifying information about its customers to ARG.

The Authorized Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.   

Reseller shall be responsible for all fulfillment to its customers who order Products through Authorized Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.   

Unless separately authorized by ARG in writing, Reseller shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products. Under no circumstances shall Reseller fulfill orders in any way that results in the shipped Product coming from stock other thanReseller’s. 

In marketing the Products on the Authorized Websites, Reseller shall only use images of Products either supplied by or authorized by ARG and shall keep all Product images and descriptions up to date.  Reseller shall not advertise Products not carried in inventory.  

Reseller's approval to sell the Products on Authorized Websites is conditioned on Reseller acting in accordance with the following guidelines: Comply with all instructions provided by ARG regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Products shall be stored in a sanitary environment away from direct sunlight. Unless as otherwise specific herein or as otherwise instructed by ARG, Products shall be stored at room temperature in a cool dry place and tightly capped. Products must be handled in accordance with good industrial hygiene and safety practices.

Inventory of Products shall be managed on a "first-in, first-out" (FIFO) basis, with older inventory being sold before newer inventory of the same Product.

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 not permitted.

Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products.  

Do not tamper with, deface, or otherwise alter any serial number, batch or lot code, or other identifying information on Products or their packaging. Do not dilute Products. 

Do not resell any Product that has been returned, opened or repackaged.  

Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a "Defect"). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to ARG at customerservice@allergyresearchgroup.com.

Be familiar with the shelf life and/or expiration date for all Products. Inspect inventory regularly for Products past or close to their shelf life and/or expiration date and remove those Products from inventory. Do not sell any Products that are expired or within 90 days of expiration unless otherwise agreed to by ARG and the Reseller. Destroy or dispose of any such Products in accordance with instructions provided by ARG.

Cooperate with ARG with respect to any Product tracking systems that may be implemented from time to time.  

Cooperate with ARG with respect to any Product recall or other consumer safety information dissemination efforts.    

Promptly respond to customer inquiries  

Report to ARG any customer complaint or adverse event regarding the Products of which you become aware and assist ARG in investigating any such complaints or adverse claims.  

Cooperate with ARG in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.