Authorized Reseller Policy

Natural Immunogenics Corp. (hereafter, “NIC”) is the owner of the Sovereign Silver, Sovereign Copper, and Argentyn 23 brands. NIC hereby adopts this Authorized Reseller Policy (the “Policy”) to protect the long-term strength and integrity of its brands and Products.

Effective immediately, only Authorized Resellers may sell Sovereign Silver, Sovereign Copper, and Argentyn 23 products on eCommerce third-party marketplaces and social media, such as Amazon. Authorized Resellers are merchants who are vetted by NIC for adherence to its quality control standards and who are given written approval to sell Sovereign Silver, Sovereign Copper, and Argentyn 23 products on eCommerce third-party marketplaces or on social media (hereafter, “Authorized Resellers”). Any reseller who wishes to sell Sovereign Silver, Sovereign Copper, and Argentyn 23 products on eCommerce third-party marketplaces or on social media must obtain prior written approval from NIC.

All Authorized Resellers accept and are bound by the terms and conditions of this Policy, which detail the channels and methods in which they are authorized to sell Sovereign Silver, Sovereign Copper, and Argentyn 23 products. NIC and its Authorized Resellers are individually a “Party” and together are the “Parties.”

1. Authorization. Authorized Resellers can advertise and sell Sovereign Silver, Sovereign Copper, and Argentyn 23 products (the “Product” or “Products”) to end-customers in the United States of America only, in brick-and-mortar locations, on social media, and on their own internet URL locations approved by NIC. Authorized Distributors may also advertise and sell Sovereign Silver, Sovereign Copper, and Argentyn 23 products to approved Resellers
2. Third-Party Internet Marketplace Sales. All resellers are prohibited from selling Sovereign Silver, Sovereign Copper, and Argentyn 23 products on Internet marketplaces including, but not limited to, Amazon, Walmart, eBay, Alibaba, Craigslist, and Rakuten, unless they obtain written permission from NIC authorizing them to sell on specific internet marketplaces and under specific seller names. All resellers are further prohibited from selling Sovereign Silver, Sovereign Copper, and Argentyn 23 products on social media, including, but not limited to, Facebook Marketplace, Instagram Shopping, and TikTok Shop. NIC may revoke or amend an Authorized Reseller’s internet marketplace authorization by sending notice, and such revocation or amendment shall become effective upon delivery of such notice.
3. End Customers. Product purchased by Authorized Resellers is intended for sale to end customers only. Accordingly, Authorized Resellers will advertise and resell the Product to end customers only. End-customers are customers who purchase the Product for their personal use or consumption. Authorized Resellers are prohibited from reselling the Product to third-party resellers or distributors without prior written approval from NIC.
4. Geographic Territory. The authorization to advertise and resell the Product is limited to the United States without exclusive rights to any specific territory. Authorized Resellers must obtain prior written approval from NIC to resell, gift, or export the Product outside the United States. Authorized Resellers must also obtain prior written approval from NIC to resell Product to a buyer who they know, or reasonably should have known, has the intent to export the Product outside the United States.
5. Duration. An Authorized Reseller’s approval to advertise and resell the Product will remain in effect until it is terminated by either Party or when NIC terminates this Policy, whichever occurs first.
6. Quality Control. Authorized Resellers acknowledge the importance of upholding the good reputation of NIC and its Products. Accordingly, Authorized Resellers will comply with all applicable federal, state, and local laws and regulations. Authorized Resellers also agree to adhere to the highest quality control standards in performing their obligations under this Policy, including the following standards established by NIC:
1. Provide Accurate Information. Authorized Resellers must provide accurate and up-to-date company and contact information including all DBAs, retail locations, and websites where the Product will be sold.
2. Product Storage. Authorized Resellers will store the Product in a facility and in a manner that prevents damage to the Product or its packaging.
3. Original Packaging. Authorized Resellers will only sell Products in their original unaltered, undamaged, and sealed packages with all original markings, documents, and identifying information intact. Authorized Resellers are prohibited from selling Products that have original labels replaced, altered, destroyed, or bundles made up of items meant to be sold individually or as part of a larger package; such packages are considered altered and will not qualify for refunds, exchanges, or Sovereign Silver, Sovereign Copper, and Argentyn 23’s product warranties.
4. Damaged Product. Authorized Resellers will destroy, at their own expense, Product that NIC determines is altered, damaged, or does not meet NIC’s quality standards.
5. No Brand Commingling. Authorized Resellers will not advertise or display the Product with non-Sovereign Silver, Sovereign Copper, and Argentyn 23 branded products in a manner that creates the impression that the non-Sovereign Silver, Sovereign Copper, and Argentyn 23 products are made by, endorsed by, or associated with NIC. Such commingling of brands is likely to cause customer confusion and is prohibited.
6. Bundles and Multipacks. Authorized Resellers will not create, or advertise, bundles or multipacks without prior written authorization from NIC.
7. Quality Control Audit. NIC may conduct quality control audits of its Authorized Resellers’ advertising, promotional materials, product images, and any documents related to the marketing and advertising of the Product to determine whether the use of the Product and Intellectual Property meet the standards, specifications, and directions approved by NIC. When requested, Authorized Resellers will provide NIC with samples of advertising, promotional materials, product images, and any other documents for review.
8. Product Recall. If Product recall is necessary, Authorized Resellers will cooperate with NIC to conduct the recall.
9. Drop Shipping. Order fulfillment by drop shipping is prohibited without prior written approval from NIC.
10. Additional Quality Control Standards. NIC has the right to issue additional quality control standards to protect its brands’ reputation and ensure the commercial success of its Products. Authorized Resellers agree to abide by all additional standards issued by NIC/li>
7. Customer Service. Authorized Resellers will offer customer service in a timely, diligent, and professional manner to customers who purchase the Product. Authorized Resellers will use commercially reasonable efforts to ensure customer satisfaction, increase customer loyalty, and preserve customer trust in the NIC.
8. Intellectual Property. NIC owns all proprietary rights in and to the Sovereign Silver, Sovereign Copper, and Argentyn 23 brands, including name, logo, trademarks, service marks, trade dress, copyrights, patents, and any other intellectual property related to the Products (“Intellectual Property”). NIC grants its Authorized Resellers a limited, non-transferable, revocable license to use NIC’s Intellectual Property for the purpose of advertising and reselling the Product in a manner consistent with this Policy. The Intellectual Property will not be affixed to, or advertised in connection with, any goods or services other than the Product. All goodwill arising from the Authorized Resellers’ use of the Intellectual Property shall inure solely to the benefit of NIC. Authorized Resellers agree to cease all use of the Intellectual Property upon their termination as an Authorized Reseller. This limited license is granted only to NIC’s Authorized Resellers.
9. Advertising By NIC. Nothing in this Policy limits NIC’s right to market, advertise, and sell the Product. All decisions regarding the advertising medium or content will remain at the sole discretion of NIC.
10. Confidential Information. Confidential information means information relating to NIC’s products or business including, but not limited to, business plans, financial records, customers, suppliers, strategies, procedures, contractual agreements, pricing, or all other non-public information that may be at any time furnished, communicated, or delivered by NIC to the Authorized Resellers whether in oral, tangible, electronic or other form. All Authorized Resellers will maintain the confidential information in confidence and disclose it only to its employees who have a need to know such information to fulfill their duties under this Policy. All Authorized Resellers will protect the confidential information by using reasonable care to prevent the unauthorized use, disclosure, dissemination, or publication of the confidential information. Authorized Resellers are prohibited from using the confidential information for the benefit of any third party without prior written approval from NIC. NIC will be entitled to injunctive relief for any violation of this Section 10. This Section 10 will not apply to information that is: (a) in the public domain; (b) known to the Authorized Reseller at the time of disclosure; or (c) rightfully obtained by the Authorized Reseller on a non-confidential basis from a third party.
11. Product Warranties. NIC warrants the Products to be free from defects in material and workmanship. NIC warrants that customers who purchase directly from NIC, or its Authorized Resellers, will receive unexpired products that are safe to consume when used according to the specifications printed on the label. NIC also warrants that the products sold by NIC, and its Authorized Resellers comply with all product safety regulations and appropriate labeling requirements promulgated by the United States Food and Drug Administration, including the Federal Food, Drug, and Cosmetic Act, Federal Consumer Product Safety Act, and any other applicable product safety law. Further, NIC warrants that the Products sold by its Authorized Resellers conform to NIC’s quality control specifications. Such warranties extend only to Products sold by NIC and its Authorized Resellers who are subject to NIC’s quality control standards. NIC WARRANTIES DO NOT EXTEND TO PRODUCTS OBTAINED AND SOLD BY UNAUTHORIZED RESELLERS OR TO PRODUCTS WHICH NIC CONSIDERS ALTERED.
12. WARRANTY DISCLAIMER. THE EXPRESS WARRANTIES SET FORTH IN THIS POLICY ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. NIC HEREBY SPECIFICALLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF NONINFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING CONTAINED IN THIS POLICY TO THE CONTRARY, (I) NIC WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; AND (II) THE MAXIMUM LIABILITY OF NIC WITH RESPECT TO ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES, JUDGMENTS, COSTS AND EXPENSES (WHETHER IN TORT, CONTRACT, STATUTE OR OTHERWISE, COLLECTIVELY, “DAMAGES”) RELATING TO OR ARISING OUT OF THIS POLICY AND AUTHORIZED RESELLER SELLING THE PRODUCT SHALL NOT EXCEED (A) FIVE THOUSAND DOLLARS ($5,000) WITH RESPECT TO ALL DAMAGES RELATING TO A SINGLE CLAIM; OR (B) TEN THOUSAND DOLLARS ($10,000) WITH RESPECT TO ALL DAMAGES UNDER THIS POLICY IN THE AGGREGATE.
13. Notice of Minimum Advertised Price Policy. NIC maintains a Minimum Advertised Price Policy that applies to all Sovereign Silver, Sovereign Copper, and Argentyn 23 products. This section is intended to only give notice of the policy to its Authorized Resellers. It does not constitute consideration for any agreement between NIC and any other party nor a separate agreement regarding the final price that resellers will charge their customers. The Minimum Advertised Price Policy is a unilateral policy and not subject to agreement by any reseller.
14. Additional Terms and Conditions. Authorized Resellers agree to comply with the additional terms and conditions set forth by NIC from time to time, which may be changed by NIC in its sole discretion.

NIC reserves the right to update, amend, modify, or terminate this Authorized Reseller Policy at any time. Unless otherwise provided, such changes will take effect immediately, and a reseller’s continued use, advertising, offering for sale, or sale of the products will be deemed the reseller’s acceptance of the changes.

If NIC determines that a reseller is in violation of this Policy, NIC may take any and all appropriate legal actions, including, but not limited to, refusing to accept orders from the reseller or instructing its distributors to refuse to accept orders from the reseller.

Any questions regarding this Policy must be emailed to: BrandProtection@natural-immunogenics.com