Reseller Policy

AUTHORIZED RETAILER PURCHASE TERMS OF SERVICE

Elavi ("Elavi") has implemented these Authorized Retailer Purchase Terms of Service (the "Terms"), which apply to retailers of Elavi products in the United States of America. By purchasing products (as hereinafter defined) from Elavi for retail sale, you (hereinafter "Retailer," "you," or "your") agree to adhere to the Terms. Please read these terms carefully. Unless and until such status is otherwise revoked by Elavi, Retailer shall be considered an "Authorized Retailer" hereunder.

Elavi reserves the right in its sole discretion to approve or disapprove any application for Reseller status and to terminate any person’s status as a Reseller at any time for any reason or for convenience, with or without notice. Upon termination, Reseller shall immediately cease any further purchase, resale, or use of Elavi products.

1. Appointment.

Retailer is granted the non-exclusive, non-transferable right to purchase products from Elavi for resale to consumers in accordance with these Terms. The "Products" include only those Elavi products available for wholesale purchase from Elavi. Retailer is not authorized to resell any other products manufactured by or sold by Elavi. Retailer is, and at all times shall be, an independent contractor in all matters relating to these Terms and shall not be deemed an agent, employee, franchise, or partner of Elavi. Retailer and its personnel will not be entitled to any of the benefits that Elavi may make available to its employees, including, but not limited to, group health or life insurance, profit sharing, or retirement benefits.

2. Terms of Sale.

(a) Purchase Orders and Products. Orders for products ("Purchase Orders") made by Retailer shall be handled pursuant to Elavi’s then-current product order processing procedures, which may be amended by Elavi at any time in its sole and absolute discretion. Products shipped by Elavi will have a minimum shelf life of ninety (90) days from the date of order. Elavi reserves the right to reject any Purchase Order, in whole or in part, for any reason. Elavi reserves the right, at any time in its sole and absolute discretion and without any obligation, liability, or advance notice to Retailer, to discontinue the sale of or limit the production of any product, to terminate or limit deliveries of any product, to alter the design or composition of any product, and to add new and additional products to, or delete existing products from, its product lines.

(b) Product Shipment. Title to the products passes from Elavi to Retailer on shipment from Elavi’s facility. Loss (including theft) or damage that occurs during shipping is the responsibility of Retailer.

(c) Payment Terms. Retailer shall pay for the products and shipping in advance upon placement of the Purchase Order. Payment may be made via bank wire or ACH transfer, or using a valid credit card, debit card, or other payment method offered through Elavi’s ordering system. A payment error, including, but not limited to, a failed charge or chargeback, may result in termination of Reseller's status as an Authorized Retailer, as determined by Elavi in its sole discretion.

(d) Product Returns.

(i) Retailer may contact Elavi if not satisfied with a purchase to request a return. Elavi does not accept returns or provide refunds or credit on food or consumable products such as protein brownies and dessert spreads. Elavi will not accept returns or issue credits for items returned to Retailer by Retailer’s customers. Other products may be returned up to 30 days from the date Elavi received Retailer’s Purchase Order. Such returns are subject to a restock fee of $1.70 per unit and will only be accepted if the products are new and unused, in their original unopened packaging. Retailer is responsible for shipping the product to Elavi’s warehouse. After the returned products are received at Elavi’s warehouse and confirmed to be in new condition, Retailer will be refunded in the original form of payment, which may take up to 30 days to process. Shipping charges associated with your Purchase Order will not be refunded.

(ii) In the event Retailer receives damaged, short-dated, or expired products upon shipment from Elavi’s facility, Elavi requires Retailer to submit photographs showing the damage or expiration date. Such details must be submitted to Elavi within three (3) business days of documented order delivery. After Elavi confirms that the products were damaged, short-dated, or expired upon shipment, Elavi will refund Retailer in the original form of payment. Refunds may take 7-12 business days to process. Retailer shall not return the products to Elavi but shall instead destroy the damaged or expired products and shall submit proof of destruction to Elavi. Retailer shall not offer damaged or expired products for sale.

3. Manner of Sale.

(a) Authorized Customers. 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. Retailer shall not sell or transfer any of the products to any person or entity for re-sale without the prior written consent of Elavi.

(b) Geographic Location of Sales. Retailer shall not market, sell, ship, or invoice products to customers outside of the United States of America or to anyone Retailer knows or has reason to know intends to ship the products outside of the United States of America without prior written consent from Elavi.

(c) Online Sales. Retailer shall not market or offer for sale the products on or through any publicly accessible website, including, without limitation, third-party marketplace websites such as Amazon, eBay, Walmart Marketplace, or similar platforms, without the prior written consent of Elavi.

(d) Product and Packaging Alterations Prohibited. Retailer shall sell products in their original packaging. Relabeling, repackaging, or any other alterations to products or their packaging are not permitted.

4. Warranty Disclaimer.

EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED, ALL ELAVI PRODUCTS ARE SOLD ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTIES OF ANY KIND.

5. Intellectual Property.

Retailer acknowledges and agrees that Elavi owns all proprietary rights in and to the Elavi brand, including, without limitation, Elavi’s names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the products.

6. Termination.

Elavi reserves the right to terminate Retailer’s status as an Authorized Retailer at any time for any reason or for convenience, with or without notice. Upon termination, Retailer shall immediately cease purchasing and selling the products and discontinue any use of Elavi’s intellectual property.

7. Indemnification.

Retailer shall indemnify, defend, and hold Elavi harmless from any claims or damages arising from Retailer’s conduct or breach of these Terms.

These Terms may be updated by Elavi at any time upon notice to Retailer.