Dear Retailer, At Nature’s Way Brands, LLC (“Nature’s Way”), we are committed to you—the retailer partners that have helped our company become a leader in the health supplement industry. To protect our brands and support your business, we are implementing the Nature’s Way Brands, LLC Authorized Retailer Policy, which is attached. The Authorized Retailer Policy will be effective on March 15, 2019.

Key Features of the Authorized Retailer Policy: 

• Where and to Whom You May Sell Products: Nature’s Way is committed to maintaining the integrity of its authorized distribution channels and to stopping the diversion of Nature’s Way products to unauthorized sellers. To this end, the Authorized Retailer Policy requires that you sell Nature’s Way products solely to end users and not to persons or entities who intend to re-sell Nature’s Way products.
• Internet Sales: The Authorized Retailer Policy clarifies that you are not permitted to market for sale or sell any Nature’s Way products online without the prior written consent of Nature’s Way. This prohibition includes, without limitation, sales on any third-party marketplace website such as Amazon, eBay, Jet, or Walmart Marketplace. This restriction will be strictly enforced.
• Ensuring Product Quality and Satisfaction: To ensure that the consumers who purchase Nature’s Way products have the best experience possible, we have outlined our expectations for the service you will provide to your customers. The Authorized Retailer Policy also describes certain steps you must take to maintain the quality of Nature’s Way products until they reach consumers.

Finally, we have implemented a unilateral Minimum Advertised Price Policy which applies to all authorized sellers of Nature’s Way products located in the United States and is attached.

Thank you for your careful attention to these attached documents and for your continued support of the Nature’s Way brands.

Sincerely,

Tim Swanson
Vice President, Consumer Sales
Nature’s Way Brands, LLC

This Nature’s Way Brands, LLC Authorized Retailer Policy (“Retailer Policy”) is issued by Nature’s Way Brands, LLC (“Nature’s Way”) and applies to the sale of Nature’s Way products (“Product(s)”) in the United States of America. 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. Authorized Customers. Retailer is authorized to sell Products only to End Users. 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.

2. Online Sales. Retailer shall not advertise or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Jet, or Walmart Marketplace), mobile application, or other online forum without the prior written consent of Nature’s Way, granted through execution by Nature’s Way of the Nature’s Way Brands, LLC Internet License and Distribution Agreement. The terms of this Retailer Policy supersede any prior agreement between Nature’s Way and Retailer regarding the sale of the Products on or through websites, mobile applications, and other online forums. Any authorization previously granted to Retailer by Nature’s Way to sell the Products on or through a website, mobile application, or other online forum is hereby revoked.

3. 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 any and all applicable laws, rules, regulations, and policies related to the advertising, handling, sale, and marketing 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.

4. Product Care, Customer Service, and Other Quality Controls.

5. 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 sublicense to use the Nature’s Way IP solely for purposes of marketing and selling the Products as set forth herein. This sublicense will cease upon termination of 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’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.

6. Termination. If Retailer violates this Retailer Policy, 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.

7. Modification. Nature’s Way reserves the right to update, amend, or modify this Retailer Policy 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 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. 8. Confidentiality. This Retailer Policy constitutes 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.