Authorized Reseller & MAP Policy
Effective Date: 2.1.2023
Ronert Wellness, LLC DBA Hush & Hush (“Hush & Hush”, “we”, “us”, or “our”), as the world’s leading innovator in beauty supplements, takes seriously its responsibility to protect its trademarks and brand from practices that may harm, diminish, or dilute its brand or cause consumer confusion. To that end, Hush & Hush has unilaterally established this Authorized Reseller and Minimum Advertised Price (“MAP”) Policy (collectively, this “Policy”), which applies to each person, firm, or entity (as applicable) that purchases Hush & Hush products for resale or other distribution (collectively, “Resellers” and, each, a “Reseller” or “you”). All Resellers must comply with this Policy and are deemed “Authorized Resellers” while in compliance this with Policy. Any Reseller that violates this Policy is and will be deemed an “Unauthorized Reseller” and will forfeit the right to resell Hush & Hush products.
Authorized Reseller Guidelines.
- Resellers are only permitted to purchase and resell Hush & Hush products to (i) end users of Hush & Hush products for personal use or (ii) those persons, firms, or entities which (as preapproved, in each case, by Hush & Hush) intend to resell such products only to end users of Hush & Hush products for personal use (collectively, “Approved Resellers”). If a Reseller sells Hush & Hush products to another Reseller that is not an Approved Reseller, then, without limiting Hush & Hush’s rights, such Reseller must immediately notify Hush & Hush and disclose the details of those transactions, including, without limitation, the nature and quantity of Hush & Hush products sold and when and to whom such products were sold.
- Resellers may promote, market, advertise, offer to sell, or sell only via websites owned and operated by their own company. Resellers are strictly prohibited from promoting, marketing, advertising, offering to sell, or selling any Hush & Hush product on or through any third-party marketplace, drop-ship account, classified website, or auction service (including, without limitation, eBay, Amazon, Newegg, Craigslist, Shop App and Facebook Marketplace) without Hush & Hush’s advance express written consent; provided, however, that Hush & Hush may (in its sole and absolute discretion) withdraw such consent at any time.
- Resellers are prohibited from buying brand-owned keywords on search engines and other digital advertising platforms. Brand-owned keywords are the property of Hush & Hush and include, without limitation, “Hush & Hush”, “hush and hush”, “Dr. Marc Ronert”, product names, and brand words and/or phrases trademarked by Hush & Hush (including, without limitation, “PlantYourDay”, “TimeCapsule”, “ShieldUp”, “DeeplyRooted”, “MindYourMind”, “SkinCapsule”, “SkinCapsule Clear+”, “SkinCapsule Brighten+”, “SkinCapsule Hydrate+”, “The Secret is Science”, “Luxury Nutraceuticals”, and “Clean Clinical Vitamins”).
- Unauthorized Resellers (including, without limitation, any Resellers other than Approved Resellers and Authorized Resellers) are not authorized to resell Hush & Hush products (online or otherwise) or to display, copy, or otherwise use or exploit any Hush & Hush trademarks, copyrights, images, or product information.
- Resellers must sell Hush & Hush products in their original packaging. Relabeling, repackaging (including, without limitation, the separation of bundled Hush & Hush products or the bundling of Hush & Hush products), and other alterations to Hush & Hush products or their packaging are strictly prohibited. Hush & Hush will only allow Resellers to bundle Hush & Hush products together or with other manufacturers’ goods with advance written notice provided to Hush & Hush and written approval provided by an authorized representative of Hush & Hush. Resellers may not remove, translate, or modify the contents of any label or literature on or accompanying any Hush & Hush Resellers may not alter or remove any trademarks, proprietary notices, or warning labels included in, on, or in connection with any Hush & Hush products.
- Resellers must handle and store Hush & Hush products in a cool, dry, air-conditioned place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines that may be specified by Hush & Hush from time to time.
- Hush & Hush may designate a MAP for each and any of its products. MAP pricing is established by Hush & Hush and may be found on the current MAP price lists (as may be amended by Hush & Hush, in its sole discretion, from time to time). Hush & Hush will issue new MAP price lists upon any price or MAP change. Resellers must update all affected advertised pricing immediately upon receipt of a new MAP price list (but in no case exceeding seven business days after receipt of the MAP price list).
- The MAP portion of this Policy applies to all advertisements of Hush & Hush products in any and all media, including, without limitation, print advertisements, inserts, magazines, newspapers, catalogs, circulars, broadcast, radio, television, direct mail, faxes, internet placement with third parties, banner advertisements, emails, destination pages, third-party websites, internet placements on Resellers’ own websites, flyers, posters, coupons, and all other types of media and advertising. MAP pricing applies only to advertised pricing and not to the actual retail price at which any Hush & Hush products are sold by Resellers. Hush & Hush expressly recognizes that a Reseller may sell Hush & Hush products during an actual sale to a customer at any price that such Reseller and customer choose to establish. Each Reseller remains entirely free to determine its own resale price and to communicate an actual resale price directly to a specific customer. This MAP Policy is not intended to apply to any in-store advertising that is displayed only in the store and not distributed outside of the store. Resellers may set the actual in-store sales price for any product at any price such Resellers choose to establish.
- All advertised pricing must be equal to or in excess of the MAP for any product for which a MAP has been established by Hush & Hush. Resellers are also responsible for ensuring that their Hush & Hush advertised product pricing on internet search engines is equal to or in excess of the MAP for any product for which a MAP has been established by Hush & Hush.
- This Policy is not intended to and does not set a maximum advertised price. Resellers may advertise Hush & Hush products at any price equal to or in excess of the MAP for each applicable product. For the avoidance of doubt, Resellers are not required to list prices in advertising; “call for price” or “call for quote” statements are acceptable and permitted, provided that no advertisement suggests a price reduction contrary to the MAP pricing.
- Resellers may offer free shipping and/or handling, 0% sales tax, or free financing promotions in advertisements for Hush & Hush products without violating this Policy.
- Price matching policies are acceptable for all Hush & Hush products, provided that Resellers are prohibited from using price matching to circumvent or violate this Policy. Advertised prices must always be equal to or in excess of the MAP pricing.
- Hush & Hush has posted this Policy on its website (https://hh.hushandhush.com/). Each distributor of Hush & Hush products must provide this Policy to all Resellers to which such distributor sells Hush & Hush Distributors are prohibited from selling Hush & Hushproducts to Unauthorized Resellers.
- Hush & Hush reserves the right to immediately revoke the Authorized Reseller status of, refuse to sell all or a portion of its products to, decline to accept orders from or fulfill orders to (in each case, whether direct or through a distributor), cancel all or a portion of orders from, or suspend and/or indefinitely terminate any supply relationship with any Reseller that has failed to comply with or taken steps to circumvent (in each case, as determined by Hush & Hush, in its sole discretion) this Policy, in each case, without limiting any other rights or remedies available to Hush & Hush as a result of such violation.
- Hush & Hush will enforce this Policy and its MAP pricing at its sole and absolute discretion and will unilaterally decide what appropriate actions (if any) will be taken for violations of this Policy and its MAP pricing (such violations including, without limitation, any advertisement of a Hush & Hush product at a net retail sales price less than the current MAP established by Hush & Hush for such product). In enforcing this Policy, Hush & Hush reserves the right to, in its sole discretion, take any actions it deems necessary in response to a violation or multiple violations of this Policy.
- Hush & Hush may monitor the advertised prices of Resellers, either directly or through third parties.
- Resellers are expected to provide reasonable cooperation in any investigation in connection with this Policy. Failure to cooperate in any such investigation is a violation of this Policy.
- Modifications. Hush & Hush may, in its sole discretion, at any time, with or without advance notice, modify, suspend, or discontinue this Policy, in whole or in part, or specify certain periods during which this Policy is inapplicable; provided, however, that any modification to this Policy or MAP pricing must be in a writing issued by an authorized representative of Hush & Hush (for the avoidance of doubt, this Policy or MAP pricing may not be modified orally by any employee or other representative of Hush & Hush).
- Supplemental Information, Documents, and Reports. Upon Hush & Hush’s written request, Resellers must promptly provide Hush & Hush with any supplemental information, documents, and reports that Hush & Hush may reasonably request in order to validate Resellers’ compliance with this Policy and/or to support any Hush & Hush warranty or customer support obligations or initiatives.
- Questions and Support. Please direct all questions and concerns about this Policy to firstname.lastname@example.org.
This Policy is non-negotiable. By executing your name in the space below, you are acknowledging your receipt of this Policy. While this acknowledgement does not separately constitute an agreement between you and us regarding the prices that you charge customers for Hush & Hush products, please note that we reserve the right to refuse to sell all or any portion of our products to any Reseller that advertises in violation of, or otherwise violates, this Policy. Thank you for your prompt attention to this matter and your continued support for Hush & Hush products.