This Bar Saves Lives, LLC AUTHORIZED DEALER POLICY
Effective Date: March 15, 2020
This This Bar Saves Lives, LLC Authorized Online Dealer Policy (“Dealer Policy”) is issued by This Bar Saves Lives, LLC (“This Saves Lives”) and applies to Authorized Dealers of This Saves Lives products (“Product(s)”) in the United States of America. By purchasing Products from This Saves Lives or a This Saves Lives Authorized Distributor for retail sale, you (“Dealer”) agree to adhere to the following terms. This Dealer Policy supplements any then-current Dealer agreement between you and This Saves Lives. Until such status is otherwise revoked by This Saves Lives, in This Saves Lives’s sole and absolute discretion, Dealer shall be considered an “Authorized Dealer” hereunder. This Saves Lives may review Dealer’s activities for compliance with this Dealer Policy, and Dealer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Dealer’s facilities and records related to the sale of the Products.
1. Authorized Customers: Dealer is authorized to sell Products to End Users. An “End User” is a 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. Dealer shall not sell or transfer Products to any person or entity Dealer knows or has reason to know intends to resell the Products. Dealer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal or family use. Dealer shall not sell, ship, invoice, or promote the Products outside the United States of America without This Saves Lives’s prior written consent.
2. Online Sales: Without This Saves Lives’s prior written consent, Dealer shall not advertise and sell Products online except through Permissible Public Websites operated according to the terms and conditions of the This Saves Lives LLC Online Sales Policy, attached hereto as Addendum I, and as This Saves Lives may amend from time to time.
3. Sales Practices:
3.1 Dealer 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. Dealer shall not make any warranties or representations concerning the Products except as expressly authorized by This Saves Lives. Dealer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Dealer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of This Saves Lives.
3.2 Dealer shall not deal in or manufacture counterfeit products, or deal with manufacturers, brokers, or sellers of counterfeit products, in any manner. Dealer shall not take independent action against any third party based on counterfeiting or infringement of This Saves Lives IP (as hereinafter defined) and/or invoke the This Saves Lives name or This Saves Lives IP as a basis for any action against any third party.
4. Product Care, Customer Service, and Other Quality Controls:
4.1 Dealer shall comply with all instructions provided by This Saves Lives regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Dealer shall store Products in a cool, dry place, away from direct sunlight.
4.2 Dealer shall 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. Dealer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Dealer shall not tamper with, deface, or otherwise alter any serial number, UPC code, lot code, Best By date, or other identifying information on Products or their packaging.
4.3 Dealer shall not rework, repackage or sell any Product that has been returned to Dealer without This Saves Lives’s prior written consent.
4.4 Promptly upon receipt of the Products, Dealer shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Dealer must not offer the Product for sale and must promptly report the Defect to This Saves Lives at email@example.com.
4.5 Dealer shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection of the Products, as well as any applicable warranty, guarantee, or return policy. Dealer should strive to provide excellent customer service. Fast and accurate responses should be made to customer inquiries within twenty-four (24) hours of receipt.
4.6 Dealer shall cooperate with This Saves Lives with respect to any Product tracking systems that may be implemented from time to time.
4.7 Dealer shall cooperate with This Saves Lives with respect to any Product recall or other consumer safety information dissemination efforts.
4.8 Dealer shall report to This Saves Lives any customer complaint or adverse claim regarding the Products of which it becomes aware. Dealer shall assist This Saves Lives in investigating any such complaints or adverse claims.
4.9 Dealer shall cooperate with This Saves Lives in the investigation and resolution of any quality or customer service issues related to Dealer’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.
5. Intellectual Property: Dealer acknowledges and agrees that This Saves Lives or its licensors own all proprietary rights in and to the This Saves Lives brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “This Saves Lives IP”). Dealer is granted a limited, non-exclusive, non-transferable, revocable license to use the This Saves Lives IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Dealer’s status as an Authorized Dealer. All goodwill arising from Dealer’s use of the This Saves Lives IP shall inure solely to the benefit of This Saves Lives or its licensors. Dealer’s use of the This Saves Lives IP shall be in accordance with any guidelines that may be provided by This Saves Lives from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. This Saves Lives reserves the right to review and approve, in its sole discretion, Dealer’s use or intended use of the This Saves Lives IP at any time, without limitation. Dealer shall not create, register, or use any domain name or any mobile application that contains any This Saves Lives product name or any trademark owned by or licensed to This Saves Lives, nor a misspelling or confusingly similar variation of any This Saves Lives product name or any trademark owned by or licensed to This Saves Lives.
6. Termination: Nothing herein shall give rise to an obligation on the part of This Saves Lives to continue to sell Products to Dealer. Dealer acknowledges and agrees that either party may terminate its relationship with the other party at any time with or without cause and with or without advance notice to the other party and that This Saves Lives may revoke Dealer’s Authorized Dealer status at any time. Upon termination of a Dealer’s status as an Authorized Dealer, Dealer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Dealer is an Authorized Dealer of This Saves Lives Products or has any affiliation whatsoever with This Saves Lives; and (iii) using all This Saves Lives IP.
7. Modification: This Saves Lives reserves the right to update, amend, or modify this Dealer Policy at any time upon ten (10) days written notice (including written notice via email) to Dealer. Dealer’s continued use, advertising, offering for sale, or sale of the Products, use of the This Saves Lives IP, or use of any other information or materials provided by This Saves Lives to Dealer will be deemed Dealer’s acceptance of the amendments.
8. Confidentiality: This Dealer Policy, and its attachments, if any, constitute confidential information of This Saves Lives and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of This Saves Lives.
THIS BAR SAVES LIVES, LLC ONLINE SALES POLICY
This Bar Saves Lives, LLC Online Sales Policy ("Online Sales Policy") sets forth the terms and conditions under which This Bar Saves Lives, LLC (“This Saves Lives”) authorizes an Authorized Dealer to sell Products online. By purchasing Products from This Saves Lives for online sale, you agree to adhere to the following terms. Until such status is revoked by This Saves Lives, in This Saves Lives’s sole discretion, an Authorized Dealer shall be considered an “Online Dealer” hereunder. Unless otherwise defined herein, capitalized terms shall have the same meanings ascribed to them in the This Bar Saves Lives, LLC Authorized Dealer Policy.
1. Authorized Online Sales: Subject to the terms and conditions of this Online Sales Policy, This Saves Lives authorizes Online Dealer to market, advertise, offer to sell, and to fulfill orders for Products on the Internet through Permissible Public Websites. A “Permissible Public Website” is a website or mobile application that:
is disclosed to This Saves Lives by completing the website registration form at
(i) is operated by Online Dealer in Online Dealer’s legal name or registered fictitious name;
(ii) conspicuously states Online Dealer’s legal name or registered fictitious name, mailing address, telephone number, and email address;
(iii) does not give the appearance that it is operated by This Saves Lives or any third party; and
(iv) is operated in compliance with the terms and conditions set forth in this Online Sales Policy, as This Saves Lives may amend from time to time.
Online Dealer shall not advertise or sell the Products on or through any website, online marketplace (including, without limitation, Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace), mobile application, or other online forum other than a Permissible Public Website without the prior written consent of This Saves Lives.
1.2 Territorial Limitation: Online Dealers located may not sell or ship products outside of the United States and its territories without This Saves Lives’s prior written consent. This territorial limitation must be clearly specified on each Permissible Public Website.
2. Product and Brand Representation: Subject to the additional terms and conditions of this Online Sales Policy, This Saves Lives authorizes Online Dealer to use This Saves Lives IP on Permissible Public Websites. All final copies of such use must be approved, in writing, by the This Saves Lives VP of Digital before use on a Permissible Public Website.
2.1 The This Saves Lives brand name and Product names must be spelled correctly and in full on any Permissible Public Website. If the Online Dealer misuses the brand name, the Online Dealer shall promptly correct any errors, and This Saves Lives reserves the right to prohibit Online Dealer from selling the Products online.
2.2 Online Dealer shall comply with the This Saves Lives Online Merchandising Standards, attached hereto as Exhibit A and as This Saves Lives may amend from time to time.
3. Online Dealer Affiliates and Comparison Shopping Engines: Online Dealers are permitted to have 3rd-party affiliates ("Affiliates") and comparison shopping engines ("CSEs") advertise, promote and direct visitors to the Online Dealer's Permissible Public Website on the condition that such Affiliates and CSEs comply with this Online Sales Policy. The Online Dealer must additionally ensure that its Affiliates and CSEs (collectively "Online Dealer Affiliates") comply with the requirements in this Section 4 and Subsection 4.1 through 4.4. A breach of this Online Sales Policy by any Online Dealer Affiliate will be considered a breach of the Online Sales Policy by Online Dealer.
3.1 An Online Dealer Affiliate must not state or imply that it has a direct relationship with This Saves Lives. Online Dealers must not be affiliated with any entity or individual that (a) uses This Saves Lives IP in its URL, Uses This Bar Saves Lives IP in its URL (b) uses This Saves Lives IP, or (c) otherwise represents that its site is directly associated with This Saves Lives. Online Dealers must not be affiliated with any entity or individual that infringes any of the foregoing, including but not limited to any site that copies or resembles the look and feel of www.thissaveslives.com
3.2 Online Dealer Affiliates must not bid on, purchase or use the search terms “thissaveslives.com”, “thisbarsaveslives.com”, or other This Saves Lives IP or variant thereof on Permissible Public Websites, search engines, search portals, or any other like websites.
3.3 All Online Dealer Affiliates must update product price at least weekly.
3.4 Only Permissible Public Websites may transact the sale of Products; the End User must be directed to a Permissible Public Website for the sales transaction.
3.5 It is the Online Dealer's sole responsibility to audit its Online Dealer Affiliates. No traditional retailer who is not an authorized Online Dealer may be a part of an Online Dealer's network.
4. Online Advertising: Online Dealers and Online Dealer Affiliates may promote the products through online advertising, including pay-per-click search advertising, display advertising, e-mail, social media advertising and marketing, and mobile advertising.
4.1 Advertising Message: While an Online Dealer is free to advertise and sell Products at prices the Online Dealer may freely choose, the following words and phrases may not be associated with the This Saves Lives brand and Products in any online advertising or Permissible Public Websites: "cheap", "discount(-ed)", "discounter", "savings", "save", "markdown", "clearance", "for less", "best price", "$XXX off", "coupon", "coupon code", "lowest price", "lower price", "unbeatable price", "bargain", "under $XXX", "below $XXX", "budget price", "steal", "reduction", "reduce(-d)", "price slash", "slashed", "price-cut", "decreased price", "blowout", "$XXX savings" and "% off." If the IMAP Policy identifies an “Authorized Promo Event Period” applicable to certain Products, the following words or phrases may be associated with those Products only during the identified Authorized Promo Event Period: "savings", "save", "$XXX off", "coupon", "coupon code", "promo code", "under $XXX", "$XXX savings" and "% off."
4.2 Advertising for Discontinued Products: Products that are discontinued at the end of a season (either for a season or permanently) may be featured in advertising for clearance or end-of-season sale events and, provided such advertising clearly identifies the product as "discontinued," the following words or phrases may be associated with such discontinued Products: "savings", "save", "$XXX off", "coupon", "coupon code", "promo code", "under $XXX", "$XXX savings" and "% off."
4.3 Web Loyalty Affiliates: Online Dealers may participate in consumer web loyalty programs that provide consumer rewards for online purchases.
4.4 Consumer Shopping Engines (CSEs) and Shopping Feeds: Online Dealers are permitted to feed Product data to 3rd party comparison shopping engines.
5. Website Standards: Permissible Public Websites must comply with all applicable laws, including the Federal Trade Commission's mail or telephone order merchandise rules. In addition, Permissible Public Websites must meet the following minimum standards or contain the following elements:
5.1 Information Architecture: Each Permissible Public Website’s architecture must have a clear design, intuitive navigation, search, high-resolution images, keyword and brand search capabilities. Easy global site access is required for all consumer service telephone numbers, addresses, e-mail, hours of operation and return policies and process.
5.2 Order Process: A "shopping cart" is required in which a consumer can change quantities and/or remove items. There must be a checkout process that provides a clear statement of all charges including shipping and taxes. An order confirmation number should be provided upon the submission of a completed order that, at a minimum allows the consumer to track purchased products through Online Dealer's consumer service department. Order processing and shipment should be completed within forty-eight hours at the quoted shipping cost. Information should be provided regarding the expected arrival of any back-ordered items within forty-eight hours of End User order. The consumer must have the option to cancel the order upon notification of the item being on back-order. Online Dealer must provide their full legal name, mailing address, email address, and telephone number which must be included with any shipment of Products from a Permissible Public Website or in an order confirmation email sent at the time of purchase. A product returns policy and credit system should be adopted that is adequate for consumers to return merchandise to the Online Dealer and receive credit for items purchased through the Permissible Public Website.
5.3 Fulfillment and Taxes: Online Dealer 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.
5.4 Third-Party Fulfillment: Unless separately authorized by This Saves Lives in writing, Dealer shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products. Under no circumstances shall Dealer fulfill orders in any way that results in the shipped Product coming from stock other than Dealer’s.
5.5 Customer Feedback: Permissible Public Websites shall have a mechanism for receiving consumer feedback and Online Dealer shall use reasonable efforts to address all consumer feedback within twenty-four (24) hours of receipt. Online Dealer agrees to provide copies of any information related to consumer feedback (including any responses to customers) to This Saves Lives for review upon request. Online Dealer agrees to cooperate with This Saves Lives in the investigation of any negative online review associated with Online Dealer’s sale of the Products and to use reasonable efforts to assist in resolving such reviews. Online Dealer shall maintain all records related to customer feedback for a period of 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 Online Dealer to disclose identifying information about its customers to This Saves Lives.
5.6 Technology Standards: Permissible Public Websites must have a secure transaction form using encrypted-data streams or secure encryption technology, and must be PCI compliant, and a high standard of transaction security should be maintained, including technology advances that become available. The Online Dealer should employ dedicated personnel in-house or a Web agency that provides dedicated personnel to Online Dealer.
5.8 Content: Permissible Public Websites shall be in good taste and reflect favorably on the This Saves Lives brand, Products, services, employees and athletes. Content shall not contain profanity, defamatory statements, pornography, sexually explicit materials or political material or contain any derogatory statements or slurs related to race, gender, ethnicity, national origin, sexual orientation, physical or mental disabilities or any other protected classes. All content must be accurate, complete and current. All content shall not infringe upon any third party intellectual property rights or rights of publicity.
6. Inventory: Inventory must be updated at minimum once daily and all out-of-stock items must be clearly marked as such. Online Dealer must purchase and inventory a comprehensive assortment representing the depth of product divisions relevant to the Online Dealer's retail market as defined by This Saves Lives. Online Dealers should contact their sales representative to discuss adequate Product assortment.
7. Sales and Inventory Data: Online Dealer must provide detailed sales and inventory information specific to the Products to This Saves Lives once a week and upon request from This Saves Lives.
8. Registered URLs: Online Dealers may not register any URL using This Saves Lives IP, including but not limited to "This Saves Lives" or any product, collection, or series names or any confusingly similar variation thereof, including typos or alphanumerics. If an Online Dealer is found to own this type of URL, the Online Dealer agrees it will transfer the domain ownership at Online Dealer’s cost to This Saves Lives or a This Saves Lives affiliate upon This Saves Lives’s request.
9. Compliance with Law and Policies: Online Dealer shall operate its Permissible Public Website(s) in compliance with all applicable federal, state and local laws including laws related to intellectual property, false advertising, processing of credit cards and consumer protection. Further, Online Dealer shall comply with all applicable This Saves Lives policies including but not limited to sales terms and conditions, credit terms, product returns, and other policies.
10. Modification: This Saves Lives reserves the right to update, amend, or modify this Online Sales Policy at any time upon ten (10) days written notice (including written notice via email) to Online Dealer. Online Dealer’s continued use, advertising, offering for sale, or sale of the Products on Permissible Public Websites, use of the This Saves Lives IP on Permissible Public Websites, or use of any other information or materials provided by This Saves Lives to Dealer on Permissible Public Websites will be deemed Online Dealer’s acceptance of the amendments.
11. Termination of Authorization to Sell Online: Online Dealer acknowledges and agrees that This Saves Lives may revoke Online Dealer’s authorization to sell Products online and/or revoke Online Dealer’s authorization to sell Products from any particular URL/website at any time. Upon termination of Online Dealer’s status as an Authorized Dealer, Online Dealer’s authorization to sell Products on Permissible Public Websites shall also terminate and Online Dealer shall immediately cease all sales of Products on Permissible Public Websites.
THIS SAVES LIVES ONLINE MERCHANDISING STANDARDS
1. Message: Permissible Public Websites will reflect the channel and consumer profile consistent with Online Dealer's brick and mortar location.
2. Image: Permissible Public Websites will have primary messages that communicate Brands, Selection, Service, and Convenience versus a primary message of Sales, Pricing, or Closeout Merchandise.
3. Distribution: This Saves Lives distribution on a Permissible Public Website will reflect the distribution of the Online Dealer’s brick and mortar location. Product should reflect This Saves Lives distribution objectives for the channel and season, if applicable. Products or classifications This Saves Lives has requested not be on the sites should not be on the sites.
4. Brand consolidation: This Saves Lives should be represented as a Brand on the Permissible Public Website.
5. Space: This Saves Lives should be represented with equal to or greater breadth of style and sku's to other food / snack brands on the site.
6. Position: This Saves Lives should occupy a primary position within the site with clear navigation tools to reach the This Saves Lives assortment, including Brand banners, Category tabs, etc.
7. Grouping: When displayed with competitive product assortments, This Saves Lives should be displayed with other food/snack brands.
8. Point of Purchase: This Saves Lives brand logos, Product images, Product descriptions, and collateral merchandising artwork should be present and current on the site. For access to current logos as well as additional graphics, please contact sales representatives for access to our site.
9. Inventory management: Online Dealer should stock sufficient inventory to service consumer demand.
10. Clearance Position: The Permissible Public Website should separate clearance inventory from in-line Product, either in a separate location or by displaying clearance at the end of the This Saves Lives assortment.