Authorized Resale Policy

NewLife Naturals, Inc. (the "Brand Owner") hereby adopts this Authorized Resale Policy (this "Policy") with respect to the purchase and resale of Brand Owner's products, including its dietary supplements, personal care products, and medical devices (the "Products"). Any person, firm, or entity (each, a "Reseller") that wishes to sell the Products must be authorized by Brand Owner and otherwise comply with the terms and conditions of this Policy.

To apply to become authorized to sell the Products, contact us at support@newlifenaturals.com or submit a Wholesale Inquiry or Practitioner Inquiry through the contact page on our website. Authorization is contingent upon the applicant's ability to abide by the terms of this Policy, execution of a separate written Authorized Reseller Agreement, and is subject in all respects to the sole discretion of Brand Owner.

ANY RESELLER THAT FAILS TO COMPLY WITH THIS POLICY, BREACHES ITS AUTHORIZED RESELLER AGREEMENT, OR IS OTHERWISE UNAUTHORIZED TO SELL THE PRODUCTS WILL BE DEEMED AN UNAUTHORIZED RESELLER. AS SUCH, IT SHALL HAVE NO RIGHT TO: (I) SELL THE PRODUCTS; (II) USE BRAND OWNER'S INTELLECTUAL PROPERTY, INCLUDING ANY OF ITS TRADEMARKS, LOGOS, OR COPYRIGHTS; OR (III) OFFER BRAND OWNER'S CONSUMER SATISFACTION GUARANTEE OR WARRANTY APPLICABLE TO ANY OF THE PRODUCTS.

1. Applicability. This Policy applies to all resales of the Products. Regardless of where or how Reseller acquired the Products — whether directly from Brand Owner, from an authorized distributor, or through any other channel — Reseller must comply with the terms of this Policy to sell the Products.

2. Sales to End Users Only. Unless otherwise agreed by Brand Owner in writing, Reseller may purchase Products solely for resale to consumers and end-user customers. Reseller may not resell Products to other resellers, distributors, wholesalers, or for further distribution of any kind.

3. No Sales on Third-Party Online Marketplaces. Reseller shall not list, offer, advertise, or sell the Products on or through any publicly accessible online marketplace, including but not limited to Amazon, eBay, Walmart Marketplace, Target Plus, TikTok Shop, Facebook Marketplace, Instagram Shops, Faire, or any similar third-party marketplace, without the prior written consent of Brand Owner. Brand Owner may maintain its own official storefronts on these marketplaces; this restriction applies only to Resellers.

4. Product Quality and Storage Controls. Reseller agrees to handle and store the Products in a secure manner and in accordance with Brand Owner's storage and handling guidelines, including procedures for temperature control, humidity control, pest control, allergen control, and secure facility access. Certain Products have more restrictive storage requirements (including room-temperature-only storage, not to exceed 77°F), and Reseller must be able to accommodate these. Reseller shall confirm with Brand Owner which Products require such storage. Where applicable, Reseller must maintain appropriate FDA registrations, current Good Manufacturing Practices ("cGMP") certifications, and any written quality agreements Brand Owner requires, and shall allow Brand Owner to audit and inspect Reseller's facility and processes to verify compliance.

5. Product Packaging and Display. Reseller shall sell Products only in their original, unopened packaging. Relabeling, repackaging (including separating bundled Products or bundling Products together), and any other alteration of Products or their packaging is prohibited. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, SKU, or other identifying information on Products or their packaging is prohibited. Reseller may not remove, translate, or modify any label, insert, or literature accompanying the Products. Reseller shall not display or advertise third-party products alongside NewLife Naturals Products in any manner that could create the impression that the third-party products are made by, endorsed by, or associated with Brand Owner.

6. Trademarks and Copyrights. Resellers in compliance with this Policy have a limited, non-exclusive, non-sublicensable, revocable license to use Brand Owner's trademarks, trade names, logos, and copyrighted materials (the "Marks") solely in connection with the sale of the Products. Reseller shall not alter, modify, or adapt any Marks, use them in any manner that negatively impacts the Marks or Brand Owner, or use any non-Brand Owner marks in a way that creates confusion. Failure to comply with this Policy will result in the automatic revocation of this license and total forfeiture of all rights granted. Brand Owner may revoke this license at any time for any reason or no reason.

7. Product Inspection on Receipt. Promptly upon receipt of any shipment of Products, Reseller shall inspect for damage, defects, evidence of tampering, or other non-conformance (each, a "Defect"). If any Defect is identified, Reseller shall not offer the affected Products for sale and shall promptly report the Defect to Brand Owner.

8. Recall and Consumer Safety Traceability. To protect end users, Reseller shall maintain inventory tracking records and associate the lot code of each Product sold with the corresponding customer order information. These records must be readily available to Brand Owner in the event of a Product recall, safety communication, or adverse event investigation. Lot-level traceability is a cGMP requirement.

9. Adverse Event Reporting. Reseller shall collect and catalog any adverse event reports received in connection with the Products and shall report any adverse event to Brand Owner within five (5) days of receipt. This requirement supports Brand Owner's regulatory obligations under FDA rules applicable to dietary supplements and medical devices.

10. Product Loss or Theft. If any significant quantity of Products is lost, stolen, or otherwise misappropriated, Reseller shall promptly notify Brand Owner and cooperate in any investigation or remedial action.

11. Reporting of Unauthorized Resellers. If Reseller has information or reasonably suspects that any person or entity is purchasing, reselling, or distributing the Products in a manner not authorized by Brand Owner or in violation of this Policy, Reseller shall promptly notify Brand Owner at support@newlifenaturals.com.

12. Minimum Advertised Price. Brand Owner maintains a Minimum Advertised Price ("MAP") policy for the Products. Reseller shall not advertise, list, display, or promote any Product at a price below the then-current MAP that Brand Owner communicates separately in writing. MAP applies to all forms of advertising (websites, search ads, social media, email marketing, print, catalogs, in-store signage) but does not restrict the price at which Reseller actually sells to a customer at the point of sale, provided the price is not advertised below MAP. Brand Owner may update, suspend, or waive MAP at any time and in its sole discretion.

13. Enforcement and Reserved Rights. Brand Owner reserves all rights and remedies available under federal and state law to address unauthorized sales and violations of this Policy, including trademark enforcement under the Lanham Act (15 U.S.C. § 1051 et seq.), claims based on material differences between authorized and unauthorized Products, filing notices and takedowns with online marketplaces, termination of authorized status without notice or cure period, refusal of future sales, and any other legal or equitable remedy, including injunctive relief and monetary damages. Brand Owner may enforce this Policy selectively and in its sole discretion. Non-enforcement against one party does not waive Brand Owner's rights to enforce against any other party at any time.

14. No Contract; Unilateral Policy. This Policy is a unilateral statement of Brand Owner's standards. It is not a contract, an offer to contract, or part of any negotiated agreement. Nothing in this Policy creates any agency, partnership, franchise, distributorship, or joint venture relationship between Brand Owner and any Reseller. Brand Owner does not seek, and will not enter into, any agreement regarding resale pricing with any Reseller.

15. Changes to This Policy. Brand Owner may update this Policy at any time in its sole discretion. The "Last Updated" date at the top reflects the current version. Continued sale of the Products following an update constitutes acknowledgment of the updated Policy.

RESELLERS NOT APPROVED BY BRAND OWNER TO SELL THE PRODUCTS, OR WHO OTHERWISE FAIL TO COMPLY WITH THE FOREGOING TERMS, FORFEIT THE RIGHT TO SELL THE PRODUCTS.

Contact

Questions about this Policy, applications to become an authorized Reseller, and reports of unauthorized sellers should be directed to:

NewLife Naturals, Inc.

Attn: Reseller Compliance

16000 Ventura Blvd, Suite 400

Encino, CA 91436

Email: support@newlifenaturals.com