The K2LTLAB Authorized Reseller Terms and Conditions ("Terms") apply to all healthcare professional customers in the United States. By purchasing the K2LTLAB professional brand range of products, including purely packaged products, for retail sale to your patients and customers, you (the "Reseller") agree to abide by the following terms. Until such status is revoked by K2LTLAB, Reseller shall, in K2LTLAB's sole and absolute judgment, be deemed an "Authorized Reseller" below. K2LTLAB may review Reseller's activities for compliance with these Terms, and Reseller agrees to cooperate with any such investigation, including without limitation allowing inspection of Reseller's facilities and records related to product sales.

1. Create a professional account.

Unless separately authorized in writing by K2LTLAB, by establishing a Professional Account and purchasing Products, you represent and warrant that:

Be a physician or other licensed medical professional, certified by your relevant national professional and regulatory body and in good standing;

Have or will provide K2LTLAB with a copy of your current license, degree or health practitioner certificate;

Purchase our products solely for retail sale to your patients and clients at the business location specified in your Professional Account application;

sell our products only to individuals whom you know are purchasing the products for personal use;

Our products will only be sold at the business location specified by you in your Professional Account application.

2. Purchase order;

Support returns and exchanges . Orders for Products ("Purchase Orders") shall be paid by prepaid check or credit card. Account terms are not allowed. K2LTLAB reserves the right to reject any purchase order, in whole or in part, for any reason. Product returns and/or credits will not be granted.

3. Authorized Customer Resellers are authorized to sell products to end users in the United States only.

"End User" means any purchaser of the Products who is the ultimate consumer and does not intend to resell the Products to any third party. Reseller shall not sell or transfer Products to any person or entity that Reseller knows or has reason to know intends to resell the Products. Reseller may not sell or transfer to any individual any product in quantities greater than those normally purchased for personal use. Resellers may not sell, ship, invoice or promote products outside the United States without K2LTLAB's prior written consent.

4. Online sales. 

Resellers may not post on or through any website, online marketplace (including without limitation Amazon, eBay, Walmart Marketplace, Target+ and Sears Marketplace), mobile application or other online forum without the prior written consent of K2LTLAB. To advertise, offer for sale or sell products in online marketplaces (including but not limited to Amazon, Walmart Marketplace, Target+ and Sears Marketplace), mobile applications or other online forums, such written consent is provided by K2LTLAB by executing the K2LTLAB Professional Brand License Online awarded under the Seller Agreement. Any dealer violating this restriction will be subject to immediate and permanent revocation of his or her authorized dealer status and purchasing privileges.

5. Sales Practices Distributors should always conduct business in a reasonable and ethical manner

You may not engage in any deceptive, misleading or unethical conduct or advertising at any time. Resellers may not make any warranties or representations regarding products unless expressly authorized by K2LTLAB. Reseller shall comply with all applicable laws, rules, regulations and policies (a) applicable to Reseller's business and/or (b) relating to the marketing and sale of Products. This requirement includes all laws related to consumer safety or consumer protection, including but not limited to the California Safe Drinking Water and Toxic Enforcement Act of 1986, as amended, also known as California Proposition 65 ("California Proposition 65"). Proposal"). Resellers shall represent the Products in a professional manner and avoid any conduct that harms or may harm the reputation of K2LTLAB or the Products.

6. Product care, customer service and other quality controls .

Resellers must sell products in their original packaging with all seals intact. Relabeling, repackaging (including separating bundled products or bundled products), and other modifications to the product or its packaging are prohibited. Resellers may not tamper with, deface, or otherwise alter batch codes, batch numbers, or any other identifying information on products. In addition, Reseller may not remove, translate, or modify the content of any labels or text on or accompanying the Products.

Reseller shall comply with all instructions provided by K2LTLAB regarding the storage, handling, transportation, disposal or other aspects of the Products, including those provided on the Product labels. Resellers should store products in a cool, clean, dry place away from direct sunlight, heat and moisture.

Resellers should sell products in their original packaging. Relabeling, repackaging (including separating bundled products or bundled products), and other changes are not permitted. Reseller may not remove, translate or modify the content of any labels or text on or accompanying the Products. Resellers may not tamper with, deface or otherwise alter any serial numbers, UPC codes, batch or lot numbers or other identifying information on products or their packaging. Resellers may not alter or dilute products.

Resellers may not resell any product that is returned opened or repackaged.

Upon receipt of the Product, Reseller shall promptly inspect the Product and its packaging for damage, defects, broken seals, signs of tampering, or other nonconformities (a "Defects"). If any defect is discovered, Reseller shall not sell the Product, Defects must be reported immediately to K2LTLAB at info@sobei.us for pure package products, info@sobei.us for Douglas Laboratories and Crean Sportsman products, or for all other product brands.

Resellers should regularly review their inventory for expired or expiring products and remove these products from their inventory. Resellers may not sell any product that has expired or is within ninety (90) days of expiration. Resellers should destroy or dispose of expired or expiring products in accordance with instructions provided by K2LTLAB.

Resellers should be familiar with the special features of all products sold and must acquire sufficient product knowledge to advise customers on the selection and safe use of products and any applicable warranties, guarantees or return policies. Resellers must be responsive to customer questions and concerns before and after product sales and should strive to respond to customer inquiries in a timely manner.

Reseller shall cooperate with K2LTLAB regarding any product tracking system that may be implemented from time to time.

Resellers should cooperate with K2LTLAB on any product recalls or other consumer safety information dissemination efforts.

(I) Reseller shall report to K2LTLAB any customer complaints or adverse claims regarding the Products of which it becomes aware and shall assist K2LTLAB in investigating any such complaints or adverse claims.

Reseller shall cooperate with K2LTLAB in investigating and resolving any quality or customer service issues related to products sold by Reseller, including disclosing information regarding product origin, shipment and handling.

7. Intellectual Property Dealer acknowledges and agrees

K2LTLAB or its licensors own all proprietary rights in and to the PurePackage brands, names, logos, trademarks, service marks, trade dress, copyrights and other intellectual property rights related to the products ("Products"). Resellers are granted a limited , a non-exclusive, non-transferable, revocable license to use the K2LTLAB Intellectual Property solely for the purpose of marketing and selling the products covered by this Agreement. This license will terminate upon the termination of Reseller’s status as an authorized reseller. All goodwill arising from Reseller's use of K2LTLAB's Intellectual Property shall inure solely to the benefit of K2LTLAB or its licensors. Reseller's use of K2LTLAB's Intellectual Property shall be consistent with any guidelines that K2LTLAB may provide from time to time (the "Brand Guidelines"). , and must be commercially reasonable in size, placement and other manner of use. K2LTLAB reserves the right to review and approve resellers' use or intended use of K2LTLAB's intellectual property at any time and without any restriction upon request by K2LTLAB. Reseller shall submit samples and product samples that display K2LTLAB intellectual property in any manner. Reseller shall not create, register or use any domain name or any mobile application containing any K2LTLAB product name or any trademark owned by K2LTLAB or licensed to K2LTLAB. Nor may you create, register or use any misspelling or confusingly similar variation of any K2LTLAB product name or any trademark owned by or licensed to K2LTLAB.

8. END In addition to all other available remedies,

K2LTLAB reserves the right to terminate Reseller's account and authorized reseller status via written or electronic notice if Reseller violates any term of these Terms. Upon termination of Reseller's account and status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; and (ii) acting in any manner that may reasonably give the impression that Reseller is an authorized reseller of K2LTLAB Products dealer or in any way related to K2LTLAB products.

9. Warranty Disclaimer .

K2LTLAB DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE.

10. Compensation.

Except as otherwise provided in this Agreement, Reseller shall indemnify, defend, save and hold harmless K2LTLAB and its directors, officers, employees, shareholders, members, partners, attorneys, auditors, accountants, agents, consultants and all other harmless on behalf of and the heirs, executors, successors and assigns of the foregoing from and against any and all losses, liabilities, obligations, actions, causes of action, proceedings, debts, accounts payable, amounts, accounts, liquidations, bonds, notes, indentures , contracts, disputes, agreements, commitments, discrepancies, infringements, damages and any known or unknown legal, maritime or equitable claims and demands arising out of (a) Reseller's breach or failure to perform any of the Terms; any term, covenant or condition, (b) Reseller’s failure to comply with applicable law (including without limitation any consumer protection laws, such as California Proposition 65), or (c) Reseller or its officers, employees, Caused by negligence or willful misconduct on the part of the agent or contractor.

11. Limitation of Liability.

In no event shall K2LTLAB be liable to Reseller for special, indirect, incidental, punitive or consequential damages, lost sales or lost profits. With respect to any claim arising out of a single incident or a series of related incidents, K2LTLAB's aggregate liability for any damages arising out of its products or its acts or omissions or for damages to any third party shall not exceed the six ( 6) The total amount payable to K2LTLAB within a month. Regardless of how the loss or damage is caused and regardless of the theory of liability, whether arising from contract, breach of contract, delay in performance, tort (including without limitation negligence) or otherwise, and whether or not such loss was foreseeable or anticipated by the parties, THE LIMITATIONS OF LIABILITY IN THIS SECTION APPLY REGARDLESS OF THE FAILURE OF ITS ESSENTIAL PURPOSE OF THE LIMITED REMEDY PROVIDED HEREIN.

12. Availability of injunctive relief.

In the event of a violation or potential violation of Sections 1 (Establishing a Professional Account); Section 3 (Authorized Customers), Section 4 (Online Sales), Section 5 (Sales Practices), Section 6 (Product Care, Customer Service and Other Quality Control), Section 7 (Intellectual Property Rights) or Section 8 (Termination), the parties agree that K2LTLAB will have no adequate remedy for monetary or other legal damages. Accordingly, the Tribunal shall be entitled to injunctive and other equitable relief; however, no provision in any specific relief provision shall be construed as a waiver or prohibition of any other relief in the event of a breach or threatened breach of the provision. K2LTLAB's failure, refusal, neglect, delay, waiver, tolerance or neglect to exercise any right under this Agreement or to insist on Reseller's full compliance with Reseller's obligations under this Agreement shall not constitute a waiver of any term of this Agreement nor shall Without limiting K2LTLAB's right to fully enforce any or all of the Terms and any portion thereof.

13. Miscellaneous.

Revise. K2LTLAB reserves the right to update, amend or modify the Terms by written or electronic notice. Unless otherwise specified, such revisions will be effective immediately and Reseller's continued use, advertising, offering or sale of the Products, use of K2LTLAB Intellectual Property, or use of any other information or materials provided to Reseller by K2LTLAB will be deemed to be a Reseller Accept revision.

force majeure. Atrial shall not be deemed to be in breach of this Agreement or in any way liable to Reseller because any delay in delivery or other performance is caused in whole or in part by any unforeseen event beyond the control of Atrial, or is otherwise connected with it , including but not limited to fire, flood, epidemic, terrorist threats or acts, riots or other civil unrest, war, invasion, hostilities, strikes or other labor disputes, embargoes or delays in transportation, labor shortages, inability to obtain fuel, sources of reasonably priced energy, materials, supplies or power, or resulting from shortages, delays or failures in delivery by any K2LTLAB suppliers, acts of God or public enemies, any existing or future laws of any applicable federal, state or local government, the impact of statutes or regulations, or any other commercial infeasibility.

Severability. If any provision of the Terms is deemed to conflict with law, the remaining provisions will remain in effect.

Survive. The following provisions shall survive termination of this Agreement: Section 7 (Intellectual Property Rights); Section 10 (Indemnification); Section 13(d) (Survival); Section 13(e) (Governing Law and Venue); and Section 13(f) (Waiver of Jury Trial).

Governing Law and Venue. These Terms and any disputes arising therefrom shall be governed by, construed and enforced in accordance with the laws of the State of California, without regard to its choice of law rules. In the event of a dispute regarding the Terms or performance under the Terms, Reseller expressly submits to the personal jurisdiction and venue of the federal or state courts located in the State of California .

Waiver of jury trial. To the maximum extent permitted by applicable law, the parties hereby irrevocably and expressly waive all rights to a trial by jury in any action, proceeding, or counterclaim (whether based in contract, tort, or otherwise) that is arising out of or relating to this Agreement or the terms of any transaction contemplated by this Agreement or the conduct of the parties in the negotiation, administration or performance of this Agreement or this Agreement. The parties acknowledge that such waiver is made with the full knowledge and understanding of the nature of the rights and benefits hereunder waived, and with the benefit of the advice of counsel of their choice.

14. Mapping strategy.

K2LTLAB has a unilateral Minimum Advertised Price ("MAP") policy that applies to all product resellers within the United States. This section is intended to introduce you to map policies. It does not constitute consideration for any part of this Agreement between you and K2LTLAB, nor does it constitute a separate agreement between you and K2LTLAB regarding the price you will charge your customers for the Products. K2LTLAB does not seek and will not accept any guarantee from dealers as to compliance with MAP policies.