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Online Reseller/UMAP Policy

EFFECTIVE: 2024

In order to maintain and enhance the brand image of Quicksilver Scientific Products, Supplier has instituted a unilateral policy relating to minimum advertised price standards, i.e., UMAP Policy. This UMAP Policy applies to all of Supplier’s Products and all of Supplier’s “partnered” Products sold to U.S. customers, including Quicksiver Scientific®, Quinton® and Aprico® branded Products.  Supplier may, from time to time, change the Products to which this UMAP Policy applies

Unilateral Minimum Advertised Price Policy (UMAP)

Under the UMAP Policy, dealers, distributors, and retailers (“resellers”) of Supplier’s Products covered by this Policy, may not advertise in any media, e.g., television, radio, newspapers, magazines, catalogs, direct mail pieces and flyers or on any Internet sites for more than 10% below the MSRP (retail prices) indicated in the latest Supplier Product Catalogs or Price Sheets for such Products. The UMAP Policy is inclusive of all of the reseller’s advertising including on all third-party internet sites and/or pages that name or direct traffic to the reseller such as search engines, e.g., Amazon ® Google®, Yahoo™, etc. The current Price Lists for the Supplier Products are available to all resellers and sales representatives from Supplier.

It is inconsistent with the UMAP Policy for such Products to be advertised together at a single price that is lower than the sum of the individual UMAP Prices for those Products. Advertised rebates, other than those offered directly to consumers by Supplier, are not consistent with the UMAP Policy if the advertised net price (including the advertised rebate) for the product is below the UMAP Price. Any advertisement that depicts a UMAP Product, with or without a price associated with it, and offers, expressly or by implication, to sell the depicted product(s) at a discount that is clearly below the UMAP Price, is also inconsistent with this policy, e.g., 50% off all Products, Buy One Get One Free.

It is Supplier’s intention and policy not to deal with any reseller that advertises Supplier Products at prices that are below the UMAP Price. It is the decision of the reseller to advertise at any price they choose, as long as it is not less than the UMAP Price.

The UMAP Policy does not cover point-of-sale signs, stickers, hangtags, or bar codes and similar markings on Products or product packaging which merely state the retail prices at which such Products may be purchased or include a price quotation sent via email to a consumer if initiated at the consumer’s request, first time purchase discounts, or subscription discounts.

Most importantly, the UMAP Policy does not apply in any way to a reseller’s actual selling price. The retail sales prices for any and such Products remain wholly within a reseller’s discretion.

We do not seek, nor will we accept, any agreement or assent from a reseller respecting the UMAP Policy, either now or at any future time. This policy is being established by Supplier unilaterally and is not therefore subject to negotiation. We reserve the right at any time to modify this policy, to establish new or different policies or to discontinue any or all of such policies.

If there is a violation of the UMAP Policy there will be consequences, up to and including suspension or discontinuance of Suppliers business relationship with such reseller. For a first time violation of this UMAP Policy, the reseller will receive a written warning, for a second violation there will be a temporary hold on the shipping of Product to reseller for a period of time determined by the Supplier, and for a third violation Supplier will terminate the business relationship with the reseller.

We believe that our policies are clear and unambiguous. Should you have any inquiries regarding these policies, please direct them in writing to:

Attention:
Quicksilver Scientific. Inc.
1960 Cherry Street

Louisville, Colorado 80027

E-mail: [email protected]

Quicksilver Scientific, Inc. BRAND PROTECTION POLICY FOR THE UNITED STATES

Effective Date: April 1, 2024

This Quicksilver Scientific, Inc.  Brand Protection Policy for the United States (“Brand Protection Policy”) is issued by Quicksilver Scientific, Inc. (“Quicksilver”) and applies to Authorized Resellers of Quicksilver products, including, but not limited to, Quicksilver Scientific, Quinton, QuintEssential, and Golden Hour-branded products and any other brands manufactured or sold by Quicksilver (collectively, “Product(s)”) in the United States of America.  By purchasing Products from Quicksilver for resale, you (“Reseller”) agree to adhere to the following terms.  This Brand Protection Policy supplements any then-current wholesale agreement between you and Quicksilver.  Until such status is otherwise revoked by Quicksilver, in Quicksilver’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller.”  Quicksilver may review Reseller’s activities for compliance with this Brand Protection Policy, and Reseller agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of the Products.

1. Authorized Customers. Reseller is authorized to 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.  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, or promote the Products outside the United States of America without Quicksilver’s prior written consent.  Quicksilver’s “Pro Only” Products may only be sold by Resellers that are licensed/certified healthcare professionals to End Users with whom the healthcare professional Reseller has a practitioner/patient relationship.

2. Online Sales.

a. Reseller is authorized to offer for sale and sell Products through Permissible Public Websites in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application that:

b. is operated by Reseller in Reseller’s legal name or registered fictitious name;

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

d. is operated in compliance with the Quicksilver Scientific, Inc. Online Sales Guidelines, attached as Exhibit A, as Quicksilver may amend from time to time.

3. 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 Quicksilver.  Reseller shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Reseller’s business and/or (b) related to the marketing and sale 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 Quicksilver or the Products.  Reseller shall not advertise Products not carried in inventory. Reseller shall only purchase Products from Quicksilver.

4. Product Care, Customer Service, and Other Quality Controls. Reseller shall comply with the Quicksilver Scientific, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as Quicksilver may amend from time to time.

5. Intellectual Property.

 a. Reseller acknowledges and agrees that Quicksilver or its licensors own all proprietary rights in and to the Quicksilver Scientific, Quinton, QuintEssential, and Golden Hour brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Quicksilver IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Quicksilver 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 Quicksilver IP shall inure solely to the benefit of Quicksilver or its licensors.

b. Reseller’s use of the Quicksilver IP shall be in accordance with any guidelines that may be provided by Quicksilver from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Quicksilver reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Quicksilver IP at any time, without limitation.  In marketing the Products, Reseller shall only use images of Products either supplied by or authorized by Quicksilver and shall ensure that all Product images and descriptions are accurate and up to date.

c. Reseller shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Quicksilver product name or any trademark owned by or licensed to Quicksilver, nor a misspelling or confusingly similar variation of any Product name or any trademark owned by or licensed to Quicksilver.

6. Termination. Quicksilver may terminate Reseller’s status as an Authorized Reseller with written or electronic notice.  Upon termination of 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 the Products or has any affiliation whatsoever with Quicksilver; and (iii) using all Quicksilver IP. 

7. Modification. Quicksilver may amend this Brand Protection Policy at any time.  Unless otherwise provided, such amendments will take effect immediately, and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Quicksilver IP, or use of any other information or materials provided by Quicksilver to Reseller will be deemed Reseller’s acceptance of the amendments.

EXHIBIT A

Quicksilver Scientific, Inc. ONLINE SALES GUIDELINES

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

2. Anonymous sales are prohibited. Reseller’s full legal name or registered fictitious name, mailing address, email address, toll-free telephone contact, and hours of operation 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. The Permissible Public Websites must not give the impression that Products are offered for sale in cases. All Products must be priced per unit only.  

4. Reseller shall regularly update inventory and remove out-of-stock Products from each Permissible Public Website.

5. The Permissible Public Websites must have a clear graphical design, with high-quality graphic presentation and adequate search and navigation capabilities, including keyword and brand search functions; contain all content necessary for the customer to make a decision to buy; provide a shopping cart or similar feature in which a customer may remove items and make adjustments to quantities and sizes while obtaining a clear statement of all charges (including shipping costs and taxes); and furnish customers with an order confirmation number after the submission of a completed order, which, at a minimum, allows the customer to track purchased Products through Reseller’s customer service department.

6. At Quicksilver’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.

7. 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, not to exceed twenty-four (24) hours after inquiry. Reseller agrees to provide copies of any information related to customer feedback (including any responses to customers) related to Reseller’s sale of the Products to Quicksilver for review upon request.  Reseller agrees to cooperate with Quicksilver 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.  Reseller shall maintain all records related to customer feedback for at least one year following the creation or submission of such a record, to the extent legally permitted.  Nothing in this paragraph shall be construed to require Reseller to disclose identifying information about its customers to Quicksilver.

8. The Permissible Public Websites shall comply with all applicable privacy, accessibility, and data security laws, regulations, and industry standards. The Permissible Public Websites shall provide customers with a secure transaction form using encrypted-data streams or other secure encryption technology, maintaining a high standard of transaction security as technology advances.  Reseller shall have dedicated information systems personnel, web programming personnel, or both.

9. 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.

10. Reseller shall process and ship each customer order within forty-eight (48) hours of order placement. Reseller shall furnish the customer with information or access to information regarding the expected arrival of any back-ordered items within forty-eight (48) hours of order placement by the customer; the customer should have the option to cancel the order upon notice of back-order. 

11. Reseller shall provide a return policy and credit system, which is reasonable and adequate for customers to return merchandise to Reseller and receive credit for items purchased through the Permissible Public Website.

12. Except where Reseller has entered into a drop-shipment arrangement with Quicksilver whereby Quicksilver ships Products on Reseller’s behalf to customers who order Products through Permissible Public Websites, under no circumstances shall Reseller permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than Reseller’s.

EXHIBIT B

Quicksilver Scientific, Inc.

PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

 1. Comply with all instructions provided by Quicksilver regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight.  Products requiring refrigeration must be stored between 2 degrees and 8 degrees Celsius (35.6 to 46.4 degrees Fahrenheit), and all other products must be stored between 15 degrees and 30 degrees Celsius (59 to 86 degrees Fahrenheit).  The failure to properly refrigerate Products as directed by Quicksilver is a violation of this Brand Protection Policy and may result in termination of “authorized” status.

2. 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.

3. 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.

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

5. 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 Quicksilver at [email protected].

6. Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired or soon-to-be expired. A “soon-to-be expired Product” is a Product that will expire before it can be fully consumed based on the total days’ servings in the Product. Destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Quicksilver and applicable law.

7. 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 or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly. Provide reasonable customer service hours of operation.  

8. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Quicksilver. 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.  Quicksilver reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Quicksilver.  Cooperate with Quicksilver in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider. 

9. Cooperate with Quicksilver with respect to any Product tracking systems that may be implemented from time to time.

10. Cooperate with Quicksilver with respect to any Product recall or other consumer safety information dissemination efforts.

11. Implement commercially reasonable loss prevention and anti-diversion measures. Notify Quicksilver promptly in the event of a theft or other loss of a material quantity of Products. 

12. Report to Quicksilver any customer complaint or adverse claim regarding the Products and assist Quicksilver in investigating any such complaints or adverse claims.

13. Cooperate with Quicksilver 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.

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