Authorized Retailer Terms & Conditions
Nakery Beauty Authorized Retailer Terms & Conditions
To protect and promote our brand and reputation for providing high-quality products, Nakery Beauty has established these Authorized Retailer Terms & Conditions (the “Terms”), effective immediately, which apply to authorized Retailers of Nakery Beauty products (the “Products”). By purchasing Products from Nakery Beauty 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 then-current Product order, shipment, and return procedures and Terms, which may be amended by Nakery Beauty at any time in its sole and absolute discretion. Nakery Beauty 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 by Nakery Beauty and will be deemed a material alteration hereof, unless expressly agreed to in writing by Nakery Beauty. Furthermore, Nakery Beauty 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. Manner of Sale. Retailer shall sell the Products only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in Nakery Beauty’s immediate termination of Retailer’s account, in addition to other remedies. Specifically, and without limitation, Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, third party online or digital retailers, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under Nakery Beauty’s Product warranties, guarantees, return policies and indemnities (see Section 3(a) below). Furthermore, to the extent allowed by law and without limitation to any other disclaimer, Nakery Beauty expressly disclaims any and all warranties and conditions with respect to (i) unauthorized Products; (ii) Products which are sold via unauthorized Retailers; and (iii) Products which are sold not in compliance with Nakery Beauty’s Product Care & Quality Control policies. Sales to or via Amazon.com and/or Third-Party Marketplaces in violation of this Agreement will render Retailer an unauthorized Retailer, thereby avoiding any and all Product warranties as well as Nakery Beauty’s product return policies.
(a) Retailer shall sell Products solely to end users of the Products and shall not directly or indirectly transfer, resell, distribute, broker, or otherwise divert Products to any person or entity that Retailer knows or reasonably should know intends to resell the Products. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use.
(b) 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 Nakery Beauty.
(c) Retailer is permitted to market for sale or sell the Products only 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. Nakery Beauty, in its sole discretion, may revoke Retailer’s authorization to sell the Products any manner and at any time, and Retailer shall cease marketing for sale and/or selling the Products on such websites immediately upon notice of such revocation. Retailer shall not sell the Products on or through any other website, including any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Nakery Beauty, which is granted solely by Nakery Beauty in its discretion. No Nakery Beauty employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.
(d) Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.
3. Material Product Characteristics. The following features constitute notable and material characteristics of Nakery Beauty Products inherent to the quality and authenticity of such Products:
(a) Product Guarantees & Support. Nakery Beauty provides a Product satisfaction guarantee, return support, customer service support, Product replacement support, and Product promotional offers for Products sold through an authorized Retailer.
(b) Product Tracking & Identification. Products include intact batch and/or lot codes in order to allow both the consumer and Nakery Beauty to verify authenticity, production history, shelf life, and recall eligibility.
4. 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 or will expire within one hundred eighty (180) days of the end user’s order placement, unless otherwise authorized in writing by Nakery Beauty. If any Defects are identified, Retailer must not offer any such Product for sale and must promptly report the Defects to Nakery Beauty.
(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 Nakery Beauty 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 Nakery Beauty with respect to any Product recall or other consumer safety information dissemination effort. Retailer shall promptly comply with Nakery Beauty's reasonable instructions regarding any Product recall, safety notice, or market withdrawal, including immediately ceasing sales of affected Products and reasonably cooperating with Nakery Beauty’s in connection therewith. Retailer shall promptly notify Nakery Beauty of any material consumer safety issue relating to the Products of which Retailer becomes aware.
(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 is prohibited. 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-Nakery Beauty products together with the Products in a manner that would create the impression that the non-Nakery Beauty products are made by, endorsed by, or associated with Nakery Beauty.
(e) Brand Quality Guidelines. The following guidelines apply to all Retailers regardless of channel or location:
(1) Customer Service. 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 Nakery Beauty. Retailer agrees to cooperate fully with Nakery Beauty in any investigation or evaluation of such matters.
(2) Product Representation. Retailer must use only current and approved product names, product descriptions, claims, clinical language, imagery, and benefit statements. This information is provided by and may be updated from time to time by Nakery Beauty. Retailer shall not use Nakery Beauty trademarks, logos, product imagery, founder imagery, clinical graphics, marketing copy, or other brand assets in a way that suggests authorization, endorsement, or affiliation (other than original Nakery Beauty Product packaging) unless approved by Nakery Beauty.
5. Records; Cooperation. Retailer shall maintain complete records identifying the purchasers, quantities sold, dates of sale, and lot or batch numbers of all Products for not less than three (3) years and shall make such records available to Nakery Beauty upon request. Retailer shall cooperate with any investigation by Nakery Beauty relating to counterfeit Products, diversion, unauthorized sales, or violations of these Terms, including providing documents and information reasonably requested by Nakery Beauty.
6. Intellectual Property. Nakery Beauty (and/or its affiliates) owns all proprietary rights in and to the Nakery Beauty 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, non-transferable, 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. Nakery Beauty 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 Nakery Beauty. Except as specifically set forth herein, Nakery Beauty (and/or its affiliates) reserve all right, title and interest in and to the IP. Retailer shall not register or use any trademark, trade name, domain name, social media account or handle, or other identifier that incorporates or is confusingly similar to the IP or otherwise suggests an affiliation with Nakery Beauty.
7. Termination. If Retailer violates any of the Terms, Nakery Beauty reserves the right to terminate the Terms and authorized dealer relationship status 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 Nakery Beauty; and (iii) using any IP.
8. Limitation of Liability; Indemnification. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NAKERY BEAUTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE PRODUCTS, REGARDLESS OF THE THEORY OF LIABILITY. Retailer shall defend, indemnify, and hold harmless Nakery Beauty and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Retailer's breach of these Terms, negligence, willful misconduct, or the advertising, storage, handling, distribution, or sale of the Products by Retailer.
9. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of the Terms, it is agreed and understood that Nakery Beauty will have no adequate remedy in money or other damages at law. Accordingly, Nakery Beauty shall be entitled to injunctive relief, and other equitable remedies, without the requirement of posting a bond; provided, however, that 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, which are non-exclusive. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Nakery Beauty to exercise any right(s) herein shall constitute a waiver of any provision herein.
10. Miscellaneous. Nakery Beauty 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 Nakery Beauty 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. Termination of these Terms shall not affect any rights or obligations that by their nature are intended to survive termination, all of which shall remain in full force and effect. This authorization is personal to Retailer and may not be assigned, delegated, or transferred. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles, and the parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in or serving Hillsborough County, Florida, and waive any objection based on improper venue or forum non conveniens. 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 EACH PARTY’S CHOOSING.