Reseller Terms & Agreement
This PurWell Authorized Reseller Agreement (“Agreement”) is between PurWell, LLC (“PurWell”) and the entity that has checked the “AGREE” box (“Reseller”). This Agreement describes the terms under which you may use this website (“Website”). By checking the “AGREE” box you are agreeing to comply with and be bound by all the terms of this Agreement.
YOU REPRESENT THAT YOU ARE A PERSON OVER EIGHTEEN (18) YEARS OF AGE AND ARE AUTHORIZED TO ENTER THIS AGREEMENT WITH BINDING EFFECT ON BEHALF OF THE BUSINESS FOR WHICH YOU CREATED AN ACCOUNT WITH PURWELL.
WHEREAS, PurWell is a provider of certain natural hemp oil and CBD products (the “Products”);
WHEREAS, Reseller is in the business of selling products similar to the Products and wishes to become an Authorized Reseller for the purpose of purchasing and reselling those Products.
NOW, THEREFORE, in consideration of the premises and the mutual covenants stated herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
Products. PurWell shall offer to Reseller certain Products offered under the PurWell brand. Products are offered in different strengths and in different packages, and at various prices (“Prices”) as stated on the Website (purdev.wpengine.com). PurWell may change Products and Prices from time to time and post those changes on the Website.
Reseller Accounts. In order to purchase Products, Reseller must first submit an online application and be approved by PurWell. Information requested on the application includes but is not limited to Reseller’s business tax ID number and/or sales tax certificate (collectively, “Reseller Information”) demonstrating that Reseller is a legitimate business entity. Reseller agrees to keep all Reseller Information updated and correct. Reseller’s Account is personal to Reseller, and Reseller is solely responsible to ensure that Reseller’s Account is used only by Reseller and in a manner consistent with this Agreement. Reseller agrees to keep Reseller’s user name and password confidential, and not allow any third party to use such user name or password. Reseller agrees to indemnify and defend PurWell from and against any losses or liabilities arising from any disclosure or misuse of Reseller’s user name or password.
Orders. Reseller may purchase Products from the Website and payment shall be made prior to order shipment. PurWell accepts most major credit cards, as well as ACH payments. Purchases with credit card are subject to additional credit card processing fees which are displayed at checkout. PurWell will use its commercially reasonable efforts to fill each order (“Order”) promptly but makes no representation that any Order will be filled or filled by any particular date. Prices will not include shipping and handling, and Reseller’s payment of Prices and all shipping and handling costs and fees is a condition to filling any Order. PurWell has a minimum volume Order requirement of $500 and Reseller will not be able to place Orders for less than this amount.
Authorized Customers. Reseller is authorized to sell Products 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. Reseller shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Reseller shall not sell, ship, invoice, or promote the Products outside the United States of America.
Online Sales. Reseller 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:
is operated by Reseller in Reseller’s legal name or registered fictitious name;
conspicuously states Reseller’s legal name, mailing address, telephone number, and email address;
does not give the appearance that it is operated by PurWell or any third party; and
is operated in compliance with the terms and conditions set forth in the following Online Sales Guidelines,
The Permissible Public Websites must not give the appearance that they are operated by PurWell or any third party.
Anonymous sales are prohibited. Reseller’s full legal name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites.
At PurWell’s request, Reseller will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
The Permissible Public Websites shall have a mechanism for receiving customer 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 PurWell for review upon request. Reseller agrees to cooperate with PurWell in the investigation of any negative online review associated with Reseller’s sale of the Products and to use reasonable efforts to resolve any such reviews.
The Permissible Public 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 Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
Unless separately authorized by PurWell 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 than Reseller’s.
In marketing the Products on the Permissible Public Websites, Reseller shall only use images of Products either supplied by or authorized by PurWell and shall keep all Product images and descriptions up to date. Reseller shall not advertise Products not carried in inventory.
Reseller shall not advertise or sell Products on or through any website, online marketplace such as Amazon, e-bay, Groupon, or other similar sites, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of PurWell. PurWell 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 Reseller Policy supersede any prior agreement between PurWell and Reseller regarding the sale of the Products online. Reseller shall always comply with the PurWell Minimum Advertised Price (“MAP”) Policy.
Sales Practices. 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 PurWell. Reseller shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing 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 PurWell.
Warning. Products are not intended for use by persons under 18 years of age. End users should be advised to consult a physician before using any of our products if they are pregnant, have any medical condition including, but not limited to, strokes, high blood pressure, heart, liver, kidney or thyroid disease, diabetes, anemia, depression, anxiety, other psychiatric conditions, a family history of these or other medical conditions, or if taking any prescription, over the counter and/or any other medications.
Disclaimer. Customer is advised, and should advise all end users, that any statements regarding the Products have not been evaluated by the Food and Drug Administration and that the Products are not intended to diagnose, treat, cure or prevent any disease in humans or pets. Customer should not use, and should advise end users not to use, any information obtained from PurWell to diagnose or treat any health problems or illnesses in humans or pets without consulting a doctor. Customer also understands that the Products listed on this website are not intended or to be used to treat any type of medical condition in humans or pets. PurWell will not be responsible for any claims Customer makes that are contrary to the foregoing.
Product Care, Customer Service, and Other Quality Controls.
Reseller shall comply with all instructions provided by Pur
Well regarding the storage, handling, shipping, disposal, or other aspect of the Products, as may be amended by PurWell from time to time.
Reseller 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 not permitted. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging. Reseller shall not alter Products in any way.
Reseller shall not represent or advertise any Product as “new” that has been returned open or repackaged. Promptly upon receipt of the Products, Reseller shall inspect the Products and their packaging for damage, defect, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to PurWell.
Reseller shall cooperate with PurWell with respect to any Product recall or other consumer safety information dissemination efforts.
Reseller shall report to PurWell any material customer complaint or adverse claim regarding the Products of which it becomes aware. Reseller shall assist PurWell in investigating any such complaints or adverse claims.
Reseller shall cooperate with PurWell in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.
Products shall be kept out of direct sunlight and not stored in temperatures below 32° (0°C) or above 75° (24°C) for prolonged periods of time.
Products shall be sold or discarded within 12 months from date of purchase.
Intellectual Property. Reseller acknowledges and agrees that PurWell owns all proprietary rights in and to the PURWELL brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “PURWELL IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the PURWELL 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 PURWELL IP shall inure solely to the benefit of PurWell. Reseller’s use of the PURWELL IP shall be in accordance with any guidelines that may be provided by PurWell from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. PurWell reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the PURWELL IP at any time, without limitation. Reseller shall not create, register, or use any domain name or any mobile application that contains any PURWELL product name or any trademark owned by PurWell, nor a misspelling or confusingly similar variation of any PurWell product name or any trademark owned by PurWell.
Term. The term of this Agreement will continue until terminated by Reseller or PurWell. PurWell may suspend access to Reseller’s Account or terminate this Agreement at any time with or without notice and with or without cause. 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 Products or has any affiliation whatsoever with PurWell; and (iii) using all PURWELL IP.
Confidentiality. It is expected that the parties may disclose to each other certain information that is identified as confidential information, whether in writing or orally, or that a reasonable person given the circumstances of disclosure would consider to be confidential (“Confidential Information”). For the avoidance of doubt, PurWell’s Confidential Information includes the pricing applicable to any and all Products. The terms of this Agreement constitute both parties’ Confidential Information. Each party recognizes the value and importance of the protection of the other party’s Confidential Information. All Confidential Information of one party (the “Disclosing Party”) disclosed to the other party (“Recipient”) shall remain the sole property of Disclosing Party (or its licensors), and Disclosing Party (or its licensors) will own all rights, title, interest and intellectual property rights therein. Except as expressly allowed in this Agreement, both parties agree not to: (a) use the other party’s Confidential Information for any purpose other than as expressly contemplated by this Agreement; (b) duplicate in any manner the other party’s Confidential Information; or (c) disclose the other party’s Confidential Information to any third party or to any of their employees not having a need to know the same to implement this Agreement, and then only if such third party or employee is subject to written confidentiality restrictions at least as protective as those herein and provided further that Recipient remain liable for any unauthorized disclosure or use of Disclosing Party’s Confidential Information by such third party or employee. Recipient agrees to use the same degree of care in protecting Disclosing Party’s Confidential Information as it uses to protect its own information of a like kind, but in no event less than a reasonable degree of care. The foregoing restrictions shall not apply to information that Recipient can prove: (i) is or was a part of the public domain; (ii) was in Recipient’s lawful possession prior to the disclosure and had not been subject to limitations on disclosure or use; (iii) is entirely independently developed by Recipient without any knowledge or reference to Disclosing Party’s Confidential Information; (iv) is lawfully disclosed hereafter to Recipient, without restriction, by a third party who did not acquire the information from Disclosing Party; or (v) is required to be disclosed by applicable law or pursuant to a court order; provided, however, that Recipient promptly notifies Disclosing Party of such required disclosure, assists Disclosing Party, at Disclosing Party’s expense and request, in its efforts to contest or limit such required disclosure, and only discloses the minimum portion of Disclosing Party’s Confidential Information necessary to comply with such required disclosure. Recipient agrees to return or destroy (and certify in writing to such destruction), within five (5) business days of the termination or expiration of this Agreement or at Disclosing Party’s request and at Disclosing Party’s direction, all documents and other materials embodying Confidential Information, and Recipient will retain no copies (written, electronic, or otherwise) thereof.
Limitation of Liability. To the maximum extent allowable under applicable law, in no event will either PurWell, including its suppliers, or Purchaser be liable for any consequential, indirect, exemplary, punitive, special, or incidental damages, including, without limitation, any lost profits, arising from or relating to this Agreement. In addition, neither party’s total cumulative liability in connection with or otherwise relating to this Agreement, whether in contract or tort or otherwise, will exceed the total amounts actually paid by Purchaser to PurWell for the particular Products to which such damages relate. This section shall not apply to or otherwise limit either party’s indemnification obligations or its liability for its failure to comply with applicable law or its gross negligence, intentional misconduct, or fraud. Purchaser acknowledges that the amounts to be paid hereunder reflect the allocation of risk set forth in this Agreement and that PurWell would not enter into this Agreement on these terms without these limitations on its liability.
EXCEPT AS EXPRESSLY STATED HEREIN, AND TO THE MAXIMUM EXTENT ALLOWABLE UNDER APPLICABLE LAW, PURWELL MAKES NO REPRESENTATIONS OR WARRANTIES TO PURCHASER, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE PRODUCTS, AND PURWELL HEREBY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. PURWELL ALSO DOES NOT WARRANT OR MAKE ANY GUARANTEE OF ANY SALES, REVENUE, OR PROFIT WITH RESPECT TO PURCHASER’S RE-SALE OF ANY PRODUCTS.
Dispute Resolution. This Agreement and all claims arising out of or relating to its subject matter shall be exclusively governed by and construed under the internal laws of the State of Florida, without regard to its conflicts of laws rules. Each party irrevocably consents to the exclusive jurisdiction of the state courts located in Palm Beach County, Florida and the federal courts of the Southern District of Florida in any action arising out of or relating to this Agreement or its subject matter, and each party irrevocably waives any other venue to which it might be entitled by domicile or otherwise. In the event of any proceeding arising out of or relating to this Agreement, the prevailing party is entitled to recover from the non-prevailing party all of its costs and expenses incurred in connection with such proceeding, including court costs and reasonable attorneys’ fees.
General. Force Majeure. Neither Party will be liable for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including, without limitation, acts or omissions of government or military authority, acts of God, shortages of materials, transportation delays, acts of terrorism, power shortages or outages, earthquakes, fires, floods, labor disturbances, riots, or wars. Independent Contractors. The parties intend that the relationship between them pursuant to this Agreement is that of independent contractors, and nothing contained herein is intended to create any other relationship between the parties. Purchaser is not to be considered an affiliate, subsidiary, employee, agent, joint venture, or partner of PurWell for any purpose whatsoever. Neither party is granted any right or authority to assume or create any obligation or responsibility for, or on behalf of, the other party or to otherwise bind the other party in any way. Amendments. Subject to Section 1(b) above, his Agreement may be amended only by a written instrument executed by both parties. Notices. Any notices or other communications required to be given in writing under this Agreement will be deemed received either upon personal delivery, the day after deposit with a nationally recognized overnight courier with overnight service purchased, or three (3) business days after deposit into the U.S. mail (certified mail, return receipt requested), properly addressed to the other party. Notices to Reseller shall be sent to its address submitted during account creation. Notices to PurWell shall be sent to 55 SE 2nd Avenue, Suite 308, Delray Beach, Florida 33444, Attn: Jonathan Fedele. Assignment. Purchaser may not assign this Agreement to any third party without PurWell’s prior written approval, which may be withheld in its discretion. Any assignment or purported assignment in violation of this Agreement shall be void. This Agreement shall inure to the benefit of the parties and their respective successors and assigns. No Third-Party Beneficiaries. Except as expressly stated herein, each party intends that this Agreement will not benefit, or create any right or cause of action in or on behalf of, any person or entity other than the parties hereto and their successors and permitted assigns. Severability. If any provision hereof is held to be illegal or unenforceable, then that provision is deemed to be restated to reflect as nearly as possible the original intentions of the parties in a manner that complies with applicable law and the remainder of this Agreement will remain in full force and effect. Interpretation. The parties have entered into this Agreement in an arms-length transaction. Entire Agreement. This Agreement, including its Exhibits, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements between the parties, whether oral or written, regarding the subject matter hereof.