This Agreement contains the complete terms and conditions that apply to your participation as a Wholesale or Dropship Customer (collectively known as the “Reseller” Program) of Peak Biome, Inc, and the establishment of links from your Reseller website to our Web site “peakbiome.com”, as well as any participation in reselling Peak Biome products regardless of the venue. As used in this Agreement, “we”, “us”, “our” or Peak Biome means Peak Biome, “you” or “your” means the applicant, and “Product” means any and all items offered for sale by us on the peakbiome.com web site.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PEAK BIOME. BY SUBMITTING THE RESELLER PROGRAM APPLICATION FORM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS RESELLER PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.
- Enrolling in our Reseller Program.
To begin the enrollment process, you will submit a Reseller Program Application via our web site. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (in our sole discretion) that your site is unsuitable for the a Reseller Program for any reason, including, but not limited to, if your site incorporates images or content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethically or otherwise objectionable, such as sites that facilitate illegal activity, depict sexually explicit images; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities or incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights (collectively "Content Restrictions").
All Reseller applicants MUST provide a working phone number on the application as well as a working website URL if their method of marketing is via the internet. If the method of marketing is via a brick and mortar establishment, a valid address and phone number are required.
- Utilizing Our Information on Your Site.
As a Wholesale or Dropship Customer ("Reseller "), we will make available to you applicable price lists, product catalogs, shipping information and pricing, and product images. Upon request, we will also provide button links and/or text links to our site, containing Peak Biome’s logo and words identifying Peak Biome.com (these links sometimes being referred to herein collectively as "Links", or individually as a Link"), which, subject to the terms and conditions hereof, you may display on your site. In utilizing the Links, you agree that you will cooperate fully with us in order to establish and maintain such Links or Links. All Affiliate Sites shall display such graphic images prominently throughout your site as you see fit and with our consent. You shall not alter, modify or expand the links in any way; however, a Link may be modified and/or expanded with our written consent. Each Link connecting users of your site to our site will in no way alter the look, feel or functionality of our site. We have the right in our sole discretion to monitor your site at any time and from time to time to determine if you are in compliance with the terms of this Agreement.
- Order Processing, Refunds, Product Guarantee, Pricing.
The Reseller will be responsible for collecting all information necessary from the end customer and for processing all orders and collecting all monies. Peak Biome will provide products to Resellers upon said Resellers placing an order through the Peak Biome Reseller shopping cart.
- Are responsible for collecting their own customer information, billing information and monies for any Peak Biome products sold to a customer
- Are responsible for keeping all marketed products in stock by placing wholesale orders via their account as a Peak Biome Reseller
- Are responsible for shipping of all product orders placed with them to the customer
- Are responsible for refunding any/all monies for products returned by customer; in addition, all products should be returned to the Reseller, not Peak Biome.
- A minimum order of 25 bottles must be met per Wholesale order or the order WILL be cancelled and refunded without notice prior to cancellation. Orders can be replaced if meeting the minimum or replaced at regular retail prices if not meeting minimum.
- Can set their own pricing levels to charge customers so that is the responsibility and sole discretion of partner, providing the promotion of said pricing adheres to our MAP Policy.
- Returns - We will accept product returns of unused merchandise in original state for up to 60 days from date of purchase.
- Refunds will be subject to a 25% restocking fee
- Shipping costs are not refundable
- Refunds will be made using the same payment method as the original order
- Are responsible for notifying Peak Biome of any and all changes or additions to website urls where Peak Biome products are listed and/or promoted. You can notify us via email at email@example.com.
- Are responsible for collecting all necessary customer information, billing information and monies for any Peak Biome products sold to a customer
- Are responsible for placing dropship orders via their account as a Peak Biome Reseller
- Peak Biome is responsible for shipping all dropship orders directly to the customer
- Returns - We will accept product returns of unused merchandise in original state for up to 60 days of the date of purchase.
- Refunds thereafter be subject to a 25% restocking fee
- Shipping costs are not refundable
- Refunds will be made using the same payment method as the original order
- Said dropship customer, and not Peak Biome, is then responsible for refunding their own customers for returned order received by Peak Biome
- Shipping address MUST be different than billing address or the order is not a Dropship order and will not be considered a dropship
- Dropshippers can set their own pricing levels to charge customers so that is the responsibility and sole discretion of partner providing the promotion of said pricing adheres to our MAP Policy.
- Dropship customers are responsible for notifying Peak Biome of any and all changes or additions to website urls where Peak Biome products are listed and/or promoted. You can notify us via email at firstname.lastname@example.org.
Resellers may sell Peak Biome products via websites, newsgroups, discussion boards, retail outlets, word of mouth, mail order, Pay Per Click (PPC) advertising, internet special interest groups, and/or as a part of a service offered in a brick and mortar establishment.
Resellers may NOT sell Peak Biome products via the websites as shown below. These websites may be updated at any time and resellers will be notified as such.
- Must not use any Peak Biome trademarked names, or any variation of said names, as part of their website name or domain name or in any PPC or other paid advertising.
- Must not use any of our product names, or any variation of said names, as part of their website name or domain name or in any PPC or other paid advertising.
- Must not use our url PeakBiome.com (or any variations or abbreviations of same) as part of their website name or domain name or in any PPC or other paid advertising.
- Must not Represent themselves, their business, their site, or their service as Peak Biome.
- Must not use Peak Biome images in promotion of any product that is not found on the Peak Biome website.
- May use some of our website content such as FAQs and articles, but cannot create duplicate looking site or copy our site exactly. Peak Biome needs to be credited and this information can ONLY be used to promote Peak Biome products and include subtext of Article courtesy of PeakBiome.com
Any violations of above terms will result in immediate suspension of the Reseller Customer account.
- Policies and Pricing.
Customers who buy Product through the Reseller Program will be deemed to be customers of Peak Biome. Accordingly, all Peak Biome rules, policies, and operating procedures concerning customer orders, customer service, and sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for Product sold under the Reseller Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. Because price changes may affect items that you already have listed on your site, you may not include price information in your descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.
- Non-Exclusive Limited License and Use of Peak Biome Logos and Trademarks.
We grant you a non-exclusive, non-transferable, revocable right to (i) access our site through links solely in accordance with the terms of this Agreement, and (ii) solely in connection with such links, to use our logos, trade names, trademarks and similar identifying material (collectively "Peak Biome Marks"), solely for the purpose of selling Product on your site for Peak Biome. You may not alter, modify or change the Peak Biome Marks in any way. You are only entitled to use the Peak Biome Marks to the extent you are a member, in good standing, of the Reseller Program. You shall not make any specific use of any Peak Biome Marks for purposes other than selling Product for Peak Biome, without first submitting a sample of such use to us and obtaining our prior written consent. You agree not to use the Peak Biome Marks in any manner that is disparaging or that otherwise portrays Peak Biome in a negative light. We reserve all of our rights in the Peak Biome Marks, and all other intellectual property rights. We may revoke the rights granted to you pursuant to this section at any time by giving you written notice. You shall obtain no rights in and to the Peak Biome Marks.
The rights granted to you pursuant to this section shall terminate upon the effective date of the expiration or termination of this Agreement.
- Non-Exclusive Limited License and Use of Logos and Trademarks.
You grant us a non-exclusive license to utilize your names, titles, logos, and trademarks (collectively the "Affiliate Marks"), and to advertise, market, promote and publicize in any manner our rights hereunder. Notwithstanding anything herein to the contrary, we shall not be required to so advertise, market, promote or publicize. You hereby represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the right and power to grant to us the license to use same in the manner contemplated herein, and such grant does not or will not (i) breach, conflict with or constitute a default under any agreement or other instrument applicable to you or binding upon you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any other person or entity. This license shall terminate upon the effective date of the expiration or termination of this Agreement. Additionally, we reserve the right to secure the highest position in pay-per-click and pay-per-position search engines and advertising sites by submitting a bid for URLs, or other search terms considered as trademarks, sales marks, service marks, registered trademarks, or registered URLs (or any variations or abbreviations of same) of peakbiome.com and Peak Biome. At no time shall you submit bids or use other methods that would cause listings for your site to rank higher than Peak Biome rankings for trademarks, sales marks, service marks, registered trademarks or registered URLs (or any variations or abbreviations of same) of Peak Biome.
You shall not create, publish, distribute or permit any written material that makes reference to us, without first submitting such material to us and receiving our written consent.
- Responsibility for Your Site.
You will be solely responsible for the development, operation, and maintenance of your site and for all materials that appear on your site. We shall have no responsibility for the development, operation, and maintenance of your site and all materials that appear on your site. You hereby represent and warrant to us that materials posted on your site do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights), and that materials posted on your site are not libelous or otherwise illegal. You must have express permission to use another party's copyrighted or other proprietary material. We will not be responsible if you use another party's copyrighted or other proprietary material in violation of the law.
- Term of the Agreements.
The term of this Agreement will begin upon our acceptance of your Reseller Program Application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party notice of termination. Notice by e-mail, to your address on our records, is considered sufficient notice to terminate this Agreement. Upon such notice, you agree to promptly destroy or return to Peak Biome all artwork pertaining to Peak Biome in your possession or control and you shall immediately remove from your site any or all Peak Biome Marks, links to the peakbiome.com site, and all references to Peak Biome and the peakbiome.com site.
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion. Notice of any change by e-mail, to your address on our records, or the posting on our site of a change notice or a new agreement, is considered sufficient notice for notifying you of a modification to the terms and conditions of this Agreement. Modifications may include, but are not limited to, changes in the scope of available fees, pricing schedules, payment procedures, and any Reseller Program rules. All such modifications shall take effect 48 hours after we serve notice as provided above, unless we indicate otherwise. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Reseller Program, following our posting of a change notice or new agreement on our site, will constitute binding acceptance of the change.
- Relationship of Parties.
You and Peak Biome are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
- Limitation of Liability.
We will not be liable for indirect, incidental, special, or consequential punitive or multiple damages, including without limitation any damages resulting from loss of use, loss of business, loss of revenue, loss of profits, or loss of data, arising in connection with this Agreement, the Reseller Program, or Peak Biome's performance of services or of any other obligations relating to the Agreement, even if we have been advised of the possibility of such damages. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought.
We make no express or implied warranties or representations with respect to the Reseller Program or any Product or other items sold through the Reseller Program (including, without limitation, warranties of fitness for a particular purpose, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
- Representations and Warranties.
You hereby represent and warrant to us that this Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms; and that the execution, delivery and performance by you of this Agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon you.
We may disclose to you certain information as a result of your participation as part of the Reseller Program, which information we consider to be confidential (herein referred to as "Confidential Information"). For purposes of this Agreement, the term "Confidential Information" shall include, but not be limited to, any modifications to the terms and provisions of this a Reseller Program Agreement made specifically for your site and not generally available to other members of the Reseller Program; website, business and financial information relating to Peak Biome; customer and vendor lists relating to Peak Biome; and pricing and sales information for Peak Biome and any members of the a Reseller Program, other than you. Confidential Information shall also include any information that we designate as confidential during the term of this Agreement. You agree not to disclose any Confidential Information and that such Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if same is required by law or legal process. We make no warranty, expressed or implied, with respect to any information delivered hereunder, including implied warranties of merchantability, fitness for a particular purpose or freedom from patent, trademark or copyright infringements, whether arising by law, custom or conduct, or as to the accuracy or completeness of the information and we shall not have any liability to you or to any other person resulting from your or such third person's use of the information.
You hereby agree to indemnify, defend and hold harmless Peak Biome, its shareholders, officers, directors, employees, agents, affiliates, successors and assigns, from and against any and all claims, demands, losses, liabilities, damages or expenses (including attorneys' fees and costs) of any nature whatsoever incurred or suffered by us (collectively the "Losses"), in so far as such Losses (or actions in respect thereof) arise out of, are related to, or are based on (i) any claim or threatened claim that our use of the Trademarks infringes on the rights of any third party; (ii) the breach of any representation or warranty made by you herein; or (iii) or any claim related to your site.
- Independent Investigation.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE RESELLER PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
This Agreement will be governed by the laws of the United States and the State of Pennsylvania, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Luzerne County, Pennsylvania and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
- Spyware and other Parasites:
Any Reseller Customer suspected of a relationship, formal or informal, with any provider of spyware or parasitic software (as judged by any interference with the operation by design of Peak Biome and/or its partner sites) is subject to punitive actions by Peak Biome, without notice, including but not limited to: suspension of Reseller account; termination of Reseller account; and public notification of Reseller Customer's suspected malfeasance. Peak Biome encourages Resellers to report suspicions of such relationships.
- PPC (Pay Per Click) Bidding Rules
While we do not mind our reseller partners bidding on keywords to get to our products and site, we do have conditions which must be met in order to bid on our trademarked company or product names!
Bidding on our product and/or company names is NOT permitted. Furthermore you must accept the following conditions:
- You must advertise the specific product on which you are bidding on your website
- All Pay Per Click clicks/traffic must take the end user to your website or page and not redirect to our website.
- You may NOT use any product name in the ad title or description.
- You may NOT use our company name, or any variation of the PeakBiome.com url, in the ad title or description.
- You cannot say "Peak Biome Official Outlet" or any like terms within your ad.
- You may NOT advertise pricing lower than ours.
- You must follow all MAP pricing policies.
- You may NOT bid on any keywords for positions 1 through 3.
- You may NOT use any marketing or promotional language, such as “On Sale Now”, “Save X%”, “free shipping” or anything that puts the ad in direct competition with us.
- You cannot claim to be the "Official Site" or similar designation.
All reseller partners must abide by these conditions in order to promote our products via PPC campaigns.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND PEAK BIOME. BY SUBMITTING THE RESELLER PROGRAM APPLICATION FORM YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH HEREIN AND ARE AFFIRMATIVELY INDICATING YOUR ACCEPTANCE OF THIS a RESELLER PROGRAM AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS HEREOF.