Authorized Retailer Terms And Conditions

To protect and promote our brand and reputation for providing high-quality products, RidgeCrest
Herbals, Inc. (“RidgeCrest Herbals”) has established these Authorized Retailer Terms & Conditions
(the “Terms”), effective immediately, which apply to authorized retailers of RidgeCrest Herbals
products (the “Products”). By purchasing from RidgeCrest Herbals for retail sale, you (“Retailer”)
agree to adhere to the following terms. Please read these Terms carefully.

1. Purchase Orders. Orders for Products made by Retailer shall be handled pursuant to the
thencurrent product order, shipment, and return procedures, which may be amended by RidgeCrest
Herbals at any time in its sole and absolute discretion. RidgeCrest Herbals reserves the right to
reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by
Retailer (including, without limitation, any terms contained in any document incorporated by
reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless
expressly agreed to in writing by RidgeCrest Herbals. Furthermore, RidgeCrest Herbals will not be
bound by any "disclaimers", “click wrap” or "click to approve" terms or conditions now or hereafter
contained in any website used by Retailer in connection with the Products or any sale thereof.
2. Authentic Product & Manner of Sale. Retailer shall sell authentic RidgeCrest Herbals Products
only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in
RidgeCrest Herbals immediate termination of Retailer’s account, in addition to other remedies.
Specifically, and without limitation, Products either 1) noticeably or intentionally altered or 2) sold
to unauthorized persons or through unauthorized channels, including unauthorized websites, shall
not be eligible for certain promotions, services, and benefits, including, unless prohibited by law,
coverage under RidgeCrest Herbals Product warranties and guarantees. Furthermore, to the extent
allowed by law and without limitation to any other disclaimer, RidgeCrest Herbals expressly
disclaims any and all warranties and conditions to unauthorized Products; Products which are sold
via unauthorized Retailers; and Products which are sold not in compliance with RidgeCrest Herbals
quality control program or policies. Sales to or via Amazon.com and/or Third-Party Marketplaces
in violation of this Agreement will render Retailer as an unauthorized Retailer, thereby voiding any
and all Product warranties as well as RidgeCrest Herbals product return policies.

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A) Authentic Product. The following are characteristics of RidgeCrest Herbals products inherent to
and essential to the authenticity of such Products as advertised and sold to the end consumer:
(i) Directions for use
(ii) Ingredients sourcing/quality
(iii) Satisfaction Guarantee - If a consumer is not fully satisfied with their purchase of any
product within 30 days of purchase, such consumer may return the purchased product to the
appropriate retailer with proof of purchase for a full refund of the purchase price. With any such
refunded purchases tracked and confirmed in writing to RidgeCrest Herbals by any affected
Retailer, RidgeCrest Herbals shall reimburse (or credit) relevant Retailers quarterly for Product
returned by the end consumer in accordance with this guarantee.
B) Manner of Sale
(i) Retailer shall sell Products solely to end users of the Products. Retailer shall not sell to
anyone a quantity of the Products greater than that generally purchased by an individual for
personal use.
(ii) Retailer shall not sell, ship or invoice Products to customers outside of the United States
or to anyone Retailer knows or has reason to know intends to ship the Products outside of the
United States without the prior written consent of RidgeCrest Herbals.
(iii) Retailer is permitted to market for sale or sell the Products through websites owned or
operated by Retailer; provided however, that such websites identify Retailer’s full legal name,
mailing address, telephone number and email address. RidgeCrest Herbals, in its sole discretion,
may revoke Retailer’s authorization to sell the Products on such websites at any time, and Retailer
shall cease marketing for sale and/or selling the Products on such website immediately upon notice
of such revocation. Retailer shall not sell the Products on or through any other website, including
any third-party marketplace websites, including but not limited to; Amazon, eBay, Jet, Rakuten,
Walmart Marketplace, or Sears Marketplace, without the prior written consent of RidgeCrest
Herbals, which is granted solely by RidgeCrest Herbals in its discretion.
(iv) No RidgeCrest Herbals employee or agent can authorize online sales through oral
statements, other written agreement, or by any other means.
(v) Retailer shall comply with any and all applicable laws, rules, regulations and policies
related to the advertising, sale and marketing of the Products.

3. Product Care & Quality Controls. Retailer shall care for the Products as set forth herein.
(a) Product Inspection. Retailer shall inspect the Products upon receipt and during storage for
damage, defects, broken seals, evidence of tampering or other nonconformance (collectively,
“Defects”). Retailer shall also inspect its inventory regularly for expired or soon-to-be expired
Products and shall remove those Products from its inventory. Retailer shall not sell any
Products that are expired. If any Defects are identified, Retailer must not offer the Product for
sale and must promptly report the Defects to RidgeCrest Herbals.

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(b) Product Storage and Handling. Retailer shall exercise due care in storing and handling the
Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat, and
dampness, and in accordance with any additional storage guidelines specified by RidgeCrest
Herbals from time to time.
(c) Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the
Products, Retailer shall cooperate with RidgeCrest Herbals with respect to any Product recall
or other consumer safety information dissemination effort.
(d) Alterations & Bundling Prohibited. Retailer shall sell Products in their original packaging,
with all seals intact. Retailer shall not sell or label the Products as “used”, “open box” or any
other similar descriptors. Relabeling, repackaging (including the separation of bundled
products or the bundling of products), misbranding, adulterating, and other alterations are not
permitted. Retailer shall not tamper with, deface, or otherwise alter any batch code or other
identifying information on Products or packaging. Retailer shall not remove or destroy any
copyright notices, trademarks or other proprietary markings on the Products, documentation,
or other materials related to the Products. Removing, translating, or modifying the contents of
any label or literature accompanying the Products is prohibited. Retailer shall not advertise,
market, display, or demonstrate non-RidgeCrest Herbals products together with the Products
in a manner that would create the impression that the non-RidgeCrest Herbals products are
made by, endorsed by, or associated with RidgeCrest Herbals.
(e) Customer Service & Product Representations. Retailer and Retailer’s sales personnel shall
familiarize themselves with the features of all Products marketed for sale and must obtain
sufficient Product knowledge to advise end-user customers on the selection and safe use of the
Products, as well as any applicable warranty or return policy. Retailer must make itself
available to respond to customer questions and concerns both before and after sale of the
Products and should endeavor to respond to customer inquiries promptly. Retailer and
Retailer’s agents must represent the Products in a professional manner and refrain from any
conduct that is or could be detrimental to the reputation of RidgeCrest Herbals. Retailer agrees
to cooperate fully with RidgeCrest Herbals in any investigation or evaluation of such matters.
4. Intellectual Property. RidgeCrest Herbals owns all proprietary rights in and to the RidgeCrest
Herbals brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual
property related to the Products (the “IP”). Retailer is granted a limited, non-exclusive,
nontransferable, revocable license to use the IP solely for purposes of marketing and selling the
Products as set forth herein. This license will cease upon termination of Retailer’s status as an
Authorized Retailer. RidgeCrest Herbals reserves the right to review and approve, in its sole
discretion, Retailer’s use or intended use of the IP at any time, without limitation. All goodwill
arising from Retailer’s use of the IP shall inure solely to the benefit of RidgeCrest Herbals.
5. Termination. If Retailer violates any of the Terms, RidgeCrest Herbals reserves the right to
terminate the Terms immediately in addition to all other available remedies. Upon termination,
Retailer will immediately lose its status as an Authorized Retailer and shall immediately cease (i)
selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer
is an Authorized Retailer or has any affiliation with RidgeCrest Herbals; and (iii) using any IP.
6. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a
breach or threatened breach the Terms, it is agreed and understood that RidgeCrest Herbals will

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have no adequate remedy in money or other damages at law. Accordingly, RidgeCrest Herbals shall
be entitled to injunctive relief and other equitable remedies; provided, however, no specification in
the Terms of any particular remedy shall be construed as a waiver or prohibition of any other
remedies in the event of a breach or threatened breach of the Terms. No failure, refusal, neglect,
delay, waiver, forbearance, or omission by RidgeCrest Herbals to exercise any right(s) herein shall
constitute a waiver of any provision herein.
7. Miscellaneous. RidgeCrest Herbals reserves the right to update, amend, or modify the Terms upon
written or electronic notice to Retailer. Unless otherwise provided, such amendments will take
effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the
Products, use of the IP, or use of any other information or materials provided by RidgeCrest Herbals
to Retailer under the Terms following notice will be deemed Retailer’s acceptance of the
amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of
any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it
constitute a course of dealing and no waiver shall be effective unless made in writing. If any
provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The
following provisions shall survive the termination of the Terms: Sections 3 and 7.
8. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES
EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED
UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO
THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION,
OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT
SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE
NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE
BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.

 

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