PALS HEALTH LLC RESELLER POLICY

Effective Date: March 20, 2025

Last Updated: March 20, 2025

This Reseller Policy (“Policy”) is issued by Pals Health LLC, a New Jersey limited liability company doing business as PALS (“PALS,” “we,” “us,” or the “Company”), and governs the resale of PALS-branded dietary supplements and related health products (“Products”) by authorized resellers (“Reseller” or “Resellers”). By purchasing Products for resale, Reseller acknowledges and agrees to be bound by this Policy, which applies to all Reseller activities globally unless otherwise specified.

1. Authorization and Scope of Resale

1.1 Authorized Sales Channels: Reseller is authorized to market, advertise, and sell Products solely within the United States of America (“Territory”) and exclusively through:

  • Physical, brick-and-mortar retail locations owned and operated by Reseller;
  • Reseller’s owned and operated e-commerce website(s), excluding third-party platforms.

1.2 Third-Party Marketplace Restrictions: Reseller is prohibited from listing, marketing, advertising, or selling Products on third-party online marketplaces (e.g., Amazon, Walmart, eBay, Target, Rakuten, Sears) without prior written authorization from PALS. Such authorization may be revoked or amended at PALS’ sole discretion with immediate effect upon written notice (e.g., via email to Reseller).

1.3 Prohibition on Transshipping: Reseller shall not sell, transfer, or distribute Products to any third party for resale, including wholesalers, distributors, or other retailers. Upon PALS’ written request, Reseller shall immediately restrict, cease, or limit sales to any individual or entity identified by PALS as engaging in unauthorized resale.

1.4 Geographic Sales Limitations: Reseller shall not solicit, market, advertise, or sell Products outside the Territory. Cross-border sales, including exports, are expressly prohibited. Reseller shall notify PALS immediately if it becomes aware of any such activity involving PALS Products.

2. Intellectual Property Rights

2.1 Use of PALS Intellectual Property: Reseller shall not use PALS trademarks, tradenames, logos, product images, marketing materials, or other proprietary assets without prior written consent from PALS. Authorized use must align with PALS’ brand guidelines, provided upon request.

2.2 Digital Advertising Restrictions: Without prior written approval from PALS, Reseller shall not:

  • Engage in paid search advertising, search engine marketing, or other online campaigns using PALS trademarks, tradenames, or similar terms as standalone keywords;
  • Use misleading terms (e.g., “official,” “original,” “lowest prices”) in connection with Product advertising;
  • Employ strategies that undermine the premium reputation of PALS Products, as determined by PALS in its sole discretion.

2.3 Reservation of Rights: PALS retains all rights to its intellectual property. Any unauthorized use may result in immediate termination of Reseller status and legal action.

3. Sales and Business Practices

3.1 Compliance with Laws: Reseller shall comply with all applicable federal, state, and local laws, regulations, and industry standards, including but not limited to FDA regulations, consumer protection laws, and advertising standards, in connection with the marketing, sale, and distribution of Products.

3.2 Ethical Conduct: Reseller shall conduct its business ethically, avoiding misleading, false, or deceptive practices related to Products. Violations may result in immediate termination.

3.3 Customer Service Standards: Reseller shall maintain sufficient product knowledge to educate customers on Product features, benefits, usage, and return policies. Reseller must provide prompt, professional customer support consistent with PALS’ premium brand standards.

4. Product Quality and Control Measures

4.1 Packaging Integrity: Reseller shall sell Products only in their original, unmodified packaging as provided by PALS. Relabeling, repackaging, bundling, or altering Products or their packaging is prohibited without express written consent from PALS.

4.2 Identification Preservation: Reseller shall not remove, obscure, or alter any serial numbers, UPC codes, batch/lot numbers, or other identifying information on Products or their packaging.

4.3 Storage and Handling: Reseller shall store Products in conditions that preserve their quality, safety, and efficacy (e.g., appropriate temperature, humidity), as specified in PALS product documentation. Products past their expiration date shall not be sold.

5. Minimum Advertised Price (MAP) Policy

5.1 MAP Compliance: Reseller shall comply with PALS’ Minimum Advertised Price (MAP) Policy, as updated from time to time, for all advertising and marketing of Products. The current MAP Policy is available at www.palshealth.com/map or upon request.

5.2 No Resale Price Agreement: This Policy does not dictate Reseller’s final resale prices, which remain at Reseller’s discretion. PALS representatives are not authorized to mandate specific resale prices, and any such attempt is void.

6. Enforcement and Compliance

6.1 Audit Rights: PALS reserves the right to audit Reseller’s records, inventory, and sales practices (with reasonable notice) to ensure compliance with this Policy. Reseller shall cooperate fully with such audits.

6.2 Violation Consequences: Violations of this Policy may result in:

  • Immediate suspension or termination of Reseller’s authorization to sell Products;
  • Cancellation or refusal of pending/future orders;
  • Legal action for injunctive relief, damages, or other remedies.

6.3 Reporting Violations: Reseller shall promptly report any known or suspected violations of this Policy by other parties to partners@palshealth.com.

6.4 Policy Amendments: PALS may modify this Policy at its sole discretion. Changes take effect upon written notice to Resellers (e.g., email) or publication on www.palshealth.com. Continued engagement with PALS Products constitutes acceptance of the updated Policy.

7. Indemnification and Liability

7.1 Indemnification: Reseller agrees to indemnify, defend, and hold harmless PALS, its affiliates, and their respective officers, directors, and employees from any claims, damages, or losses (including legal fees) arising from Reseller’s violation of this Policy, misuse of Products, or failure to comply with applicable laws.

7.2 Liability Disclaimer: PALS shall not be liable for any indirect, incidental, or consequential damages arising from Reseller’s actions under this Policy, to the fullest extent permitted by law.

8. Governing Law

This Policy is governed by the laws of the State of New Jersey, without regard to conflict of law principles. Any disputes shall be resolved exclusively in the state or federal courts located in New Jersey.

9. Contact Information

For questions, authorizations, or concerns regarding this Policy, contact:

📧 Email: partners@palshealth.com

📍 Address: Pals Health LLC, 2363 Route 9, Suite 200, Toms River, New Jersey 08755