HUMAN POWER OF N COMPANY AUTHORIZED RESELLER POLICY

FOR THE UNITED STATES

Effective Date: June 23, 2025

 

This Human Power of N Company Authorized Reseller Policy for the United States (“Reseller Policy”) is issued by Human Power of N Company (“HumanN”) and applies to Authorized Resellers of HumanN products (“Product(s)”) in the United States of America.  By purchasing Products for resale, you agree to adhere to this policy.  You will be considered an “Authorized Reseller” unless and until HumanN revokes that status, in its sole and absolute discretion.  This Reseller Policy supplements any existing reseller agreement between you and HumanN.  HumanN may review your activities for compliance with this Reseller Policy, and you agree to cooperate with any such investigation, including, but not limited to, allowing HumanN to inspect your facilities and records related to the sale of the Products.

 

1.             Authorized Customers.  You may sell Products only to End Users in the United States.  An “End User” is any 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.  You must not sell or transfer Products to any person or entity you know or have reason to know intends to resell the Products.  You must not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use.  You must not sell, ship, or promote the Products outside the United States of America without HumanN’s prior written consent.

2.             Online Sales.

 

(a)           Permissible Public Websites.  You may market and sell Products through Permissible Public Websites, subject to the terms of this Reseller Policy.  A “Permissible Public Website” is a website or mobile application that:

 

(i)             is operated by you in your legal name or registered fictitious name (DBA);

(ii)            is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, and Walmart Marketplace);

(iii)           has been disclosed to HumanN by emailing BrandCompliance@humann.com; and

(iv)           is operated in compliance with the Human Power of N Company Online Sales Guidelines, attached as Exhibit A, as HumanN may update from time to time.

 

(b)           Virtual Dispensaries.  If you are (i) a healthcare professional with a license/certification (if required by law) or (ii) a business entity that has a licensed/certified healthcare professional as an owner, member, operator, manager, director, or other similar authority involved in the sales of Products, then you may also sell Products through a Virtual Dispensary that is operated by a HumanN Authorized Distributor on your behalf.  A “Virtual Dispensary” is a website, microsite, or mobile application that (i) is operated by the Authorized Distributor in its legal name or registered fictitious name, (ii) is primarily used to facilitate Product orders from End Users on behalf of healthcare professional Authorized Resellers, and (iii) requires the prospective End User to create an account and log-in to purchase the Products.

 

(c)            You may not market or sell Products on or through any website, online marketplace (e.g., Amazon, eBay, Walmart Marketplace), mobile application, or other online forum other than a Permissible Public Website or Virtual Dispensary without HumanN’s prior written consent. 

 

(d)           HumanN may revoke, at any time and in its sole discretion, its approval for you to market and sell Products on the Permissible Public Websites and/or Virtual Dispensaries, and you must cease all marketing and sales on the Permissible Public Websites and/or Virtual Dispensaries immediately upon notice of such revocation.  The terms of this Reseller Policy supersede any prior agreement between HumanN and you regarding the sale of the Products online.  Any authorization previously granted to you by HumanN to sell the Products on or through a website, mobile application, or other online forum is revoked.

3.             Sales Practices.  You must:

(a)           conduct your business in a reasonable and ethical manner at all times;

(b)           not engage in any deceptive, misleading, or unethical practices or advertising at any time;

(c)            not make any warranties or representations about the Products except as approved by HumanN;

(d)           comply with all applicable laws, rules, regulations, and policies applicable to your business and/or related to the marketing and sale of the Products;

(e)           represent the Products in a professional manner;

(f)             refrain from any conduct that harms or could harm the reputation of HumanN or the Products; and

(g)           only purchase Products from HumanN or HumanN’s Authorized Distributors in the United States.

4.             Product Care, Customer Service, and Other Quality Controls.  You must comply with the Human Power of N Company Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as HumanN may update from time to time.

 

5.             Intellectual Property. 

 

(a)           The philosophy and integrity of the HumanN brand must always be protected. Content displayed on the HumanN website, in brochures, advertisements, product packaging, product information sheets, labels and other marketing materials are copyrighted and trademarked. All content appearing on or associated with all privately labeled products may also be subject to copyright ownership by HumanN.

 

(b)           You acknowledge and agree that HumanN owns all proprietary rights in and to the HumanN brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “HumanN IP”).  You are granted a limited, non-exclusive, non-transferable, revocable license to use the HumanN IP solely for purposes of marketing and selling the Products as set forth in this Reseller Policy.  Reseller shall abide by all usage guidelines that HumanN may establish from time to time in its sole discretion.   This license will end upon termination of your status as an Authorized Reseller.  All goodwill arising from your use of the HumanN IP will inure solely to the benefit of HumanN.

(c)            When using the HumanN IP, you must comply with any guidelines that HumanN may provide from time to time.  Your use must be commercially reasonable as to the size, placement, and other manners of use.  HumanN may review and approve, in its sole discretion, your use or intended use of the HumanN IP at any time, without limitation. 

 

(d)           In marketing the Products, all photos, images, and product and/or company description content pertaining to or describing HumanN must be current and obtained from HumanN directly. This information cannot be modified or extracted from the HumanN website or other internet sources, unless directed/approved in writing by HumanN. 

 

(e)           You must not create, register, or use any domain name, social media screenname, or mobile application name that contains any Product name or trademark, nor a misspelling or confusingly similar variation of any Product name or trademark.

 

6.             Termination.  HumanN may terminate your status as an Authorized Reseller of HumanN Products with written or electronic notice.  Upon termination of your status as an Authorized Reseller, you must immediately stop (i) selling the Products; (ii) acting in any manner that may reasonably suggest that you are an Authorized Reseller of HumanN Products or have any affiliation whatsoever with HumanN; and (iii) using all HumanN IP.

 

7.             Modification.  HumanN may update this Reseller Policy at any time.  Unless otherwise provided, the updated Reseller Policy will take effect immediately, and your continued use, advertising, offering for sale, or sale of the Products, use of the HumanN IP, or use of any other information or materials provided by HumanN to you will be deemed your acceptance of the updated Reseller Policy.



EXHIBIT A

HUMAN POWER OF N COMPANY ONLINE SALES GUIDELINES

 

1.             The Permissible Public Websites must not give the appearance that they are operated by HumanN or any party other than you. 

 

2.             Anonymous sales are prohibited.  Your business’s full legal name or registered fictitious name (DBA), 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 or in an order confirmation email sent at the time of purchase. 

 

3.             At HumanN’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites. 

 

4.             The Permissible Public Websites must have a mechanism for receiving customer feedback, and you must use reasonable efforts to address all customer feedback and inquiries in a timely manner.  You agree to provide copies of any information related to customer feedback (including any responses to customers) regarding your sale of the Products to HumanN for review upon request.  You agree to cooperate with HumanN 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 must maintain all records related to customer feedback for at least one year following the creation or submission of such a record, to the extent allowed by law.  Nothing in this paragraph is intended to require you to disclose identifying information about your customers to HumanN.

 

5.             The Permissible Public Websites must comply with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

 

6.             You are responsible for all fulfillment to your customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.  You may not permit orders from a Permissible Public Website to be fulfilled in any way that results in the shipped Product coming from stock other than your own.



EXHIBIT B

HUMAN POWER OF N COMPANY

PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

 

1.             Comply with all instructions provided by HumanN regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels.  Store Products in a sanitary, cool, dry, pest-controlled environment, where the Products are protected from direct sunlight, extreme heat, and dampness.  If certain Products specify special storage conditions, such as temperature or humidity, suitable storage facilities shall be provided and controlled, with appropriate precautions taken for shipment.

 

2.             Manage inventory of Products on a “first-in, first-out” (FIFO) or “first-expired, first-out” (FEFO) basis or other similar method that ensures (a) older inventory is sold before newer inventory of the same Product and/or (b) inventory with a shorter period of time left before its expiration or “best-by” date is sold before inventory of the same Product with a longer period of time remaining prior to its expiration or “best-by” date.

3.             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.

 

4.             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, UPC code, batch or lot code, or other identifying information on Products or their packaging.  Do not dilute Products.

 

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

6.             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 HumanN at BrandCompliance@humann.com.

7.             Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired or within ninety (90) days of expiration.  Destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by HumanN and applicable law.

 

8.             Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and proper use of the Products, as well as any applicable guarantee.  Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.

9.             Ensure that any third-party logistics provider engaged to store inventory of the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by HumanN.  Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party.  HumanN reserves the right to request additional information regarding the use of third-party logistics providers (including identities and locations) and such information must be provided promptly to HumanN.  Cooperate with HumanN in investigating any concerns related to the Products that pertain to the use of third-party logistics providers. 

10.           Cooperate with HumanN with respect to any Product tracking systems that may be implemented from time to time. Implement commercially reasonable loss prevention and anti-diversion measures.  Notify HumanN promptly in the event of a theft or other loss of a material quantity of Products.

 

11.           Cooperate with HumanN with respect to any Product recall or other consumer safety information dissemination efforts.  Report to HumanN any customer complaint or adverse claim regarding the Products and assist HumanN in investigating any such complaints or adverse claims.  Cooperate with HumanN 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.

 

  

 

Minimum Advertised Price (MAP)Policy 

  • The Minimum Advertised Price (MAP) Policy applies to all partners including those that own, operate, or manage websites. The MAP policy applies to all printed, electronic, audio and video advertisements of HumanN products including but not limited to broadcasts, catalogs, brochures, websites, email solicitations, exclusive offers, newsletters and electronic coupons or coupon codes. 
  • Resellers agree to assume all liability and responsibility for the resale of products through the Internet. 
  • Through the purchase of HumanN products, internet resellers agree not to advertise through any tangible media including but not limited to mass communication, any product whose price represents more than a 5% discount from the Suggested Retail Price (SRP) for each respective product as listed on the HumanN product list in effect at the time of the advertising. This policy prohibits the advertising of any volume discount or other promotion that would cause the per unit sales price to be advertised at less than 95% of the SRP. Similarly, any language referring to or speaking of inferred discounts that a customer may receive through a website is prohibited.  
  • MAP provisions address advertising. They do not establish the resellers’ actual resale price. Resellers are free to set the actual resale price as they deem appropriate. 
  •  ALL HumanN Products, Services and Apparel must checkout at or above MAP price (typically the page at which the end user finally purchases the product). Print collateral and Internet sites may not display a price lower than MAP for any HumanN Product. MAP price is always calculated to be greater than or equal to 95% of the current SRP. ( >/= (.95)(Current SRP)).  

 

Absolute adherence to the terms and conditions outlined in this policy is required for active account status. If a customer fails to comply with the terms herein, HumanN may notify them via phone, email, or standard mail of the violation and if warranted, immediately place the customer’s direct and reseller account(s) (if applicable) on hold until the customer has come into compliance. HumanN will report any non-compliance and infringement to third-party e-commerce representatives which may lead to storefront closure.  

Failure to comply with the MAP policy described above may result in temporary or permanent revocation of the customer’s wholesale purchasing privileges, including suspension or termination of the account. HumanN reserves the right to revoke the customer’s wholesale price purchasing privileges and/or terminate the account of any customer. Violation of any such terms automatically forfeits the account holder’s ability to sell products in any capacity.