At Think Operations, LLC (“Think”), we are committed to you—the retailer partners that help our company satisfy customer needs and deliver best-in-class clean beauty products. To protect our brand and the integrity of our authorized distribution channels in the United States, Think is announcing and implementing a U.S. Authorized Seller Program, effective November 1, 2022.
Among other benefits, our Authorized Seller Program will ensure that sellers of Think products understand and take the steps necessary to ensure product quality and provide the excellent customer service that is integral to the reputation of our brand. In addition, our Authorized Seller Program will assist us in identifying and taking action against unauthorized sellers that are harming you and consumers through the sale of damaged, diverted and otherwise poor-quality products.
Your obligations under our new Authorized Seller Program are outlined in the Think Authorized Retailer Policy for the United States, which is attached for your review.
Key Features of the Authorized Retailer Policy:
• Where and to Whom You May Sell Think Products: Think is committed to maintaining the integrity of its authorized distribution channels and to stopping the diversion of Think products to unauthorized sellers. To this end, the Authorized Retailer Policy requires that you sell Think products solely to end users and not to persons or entities who intend to resell Think products. In addition, you may not market for sale or ship Think products outside of the United States without our prior written consent.
• Online Sales: The Authorized Retailer Policy restricts the manner in which you may sell Think products online. Specifically, if you wish to sell Think products online, you must follow our Think Online Sales Guidelines and limit online sales to your own proprietary website unless you have received Think’s separate written consent to sell elsewhere. You may not sell Think products as a third-party seller on marketplace websites such as Amazon, eBay, Google Shopping, and Walmart Marketplace without prior written consent from Think. Our rules regarding online sales will be strictly enforced.
• Ensuring Product Quality and Customer Satisfaction: To ensure that the consumers who purchase Think products have the best experience possible, the Authorized Retailer Policy outlines our expectations for the service you will provide to your customers. The Authorized Retailer Policy also describes certain steps you must take to maintain the quality of Think products until they reach consumers.
Thank you for your careful attention to the Authorized Retailer Policy and for your continued support of Think and the Think brand. If you have any questions regarding the Authorized Retailer Policy or Authorized Seller Program, please contact firstname.lastname@example.org.
Think Operations, LLC
THINK AUTHORIZED RETAILER POLICY FOR THE UNITED STATES
Effective Date: November 1, 2022
This Think Authorized Retailer Policy for the United States (“Retailer Policy”) is issued by Think Operations, LLC (“Think”) and applies to Authorized Retailers of Think products (“Product(s)”) in the United States of America. By purchasing Products from Think for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and Think. Until such status is otherwise revoked by Think, in Think’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer.” Think may review Retailer’s activities for compliance with this Retailer Policy, and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of the Products.
1. Authorized Customers. Retailer is authorized to sell Products only to End Users in the United States. An “End User” is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party. Retailer shall not sell or transfer Products to any person or entity Retailer knows or has reason to know intends to resell the Products. Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Retailer shall not sell, ship, or promote the Products outside the United States of America without Think’s prior written consent.
2. Online Sales.
(a) Retailer is authorized to offer for sale and sell Products through Permissible Public Websites in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application that:
(i) is operated by Retailer in Retailer’s legal name or registered fictitious name;
(ii) is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Google Shopping, and Walmart Marketplace); and
(iii) is operated in compliance with the terms and conditions set forth in the Think Online Sales Guidelines, attached as Exhibit A, as Think may amend from time to time.
(b) Retailer shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Think.
(c) Think reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to offer for sale and sell Products on the Permissible Public Websites, and Retailer must cease all such offering for sale and sales on the Permissible Public Websites immediately upon notice of such termination.
3. Sales Practices. Retailer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by Think. Retailer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Retailer’s business and/or (b) related to the marketing and sale of the Products. Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Think or the Products. Retailer shall not advertise Products not carried in inventory.
4. Product Care, Customer Service, and Other Quality Controls. Retailer shall comply with the Think Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as Think may amend from time to time.
5. Intellectual Property.
(a) Retailer acknowledges and agrees that Think owns all proprietary rights in and to the Think brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Think IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Think 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. All goodwill arising from Retailer’s use of the Think IP shall inure solely to the benefit of Think.
(b) Retailer’s use of the Think IP shall be in accordance with any guidelines that may be provided by Think from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Think reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Think IP at any time, without limitation. In marketing the Products, Retailer shall only use images of Products either supplied by or authorized by Think and shall ensure that all Product images and descriptions are accurate and up to date.
(c) Retailer shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Think product name or trademark, nor a misspelling or confusingly similar variation of any Think product name or trademark.
6. Termination. Think reserves the right to terminate Retailer’s status as an Authorized Retailer with written or electronic notice. Upon termination of Retailer’s status as an Authorized Retailer, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of Think Products or has any affiliation whatsoever with Think; and (iii) using all Think IP.
7. Modification. Think reserves the right to update, amend, or modify this Retailer Policy at any time. 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 Think IP, or use of any other information or materials provided by Think to Retailer will be deemed Retailer’s acceptance of the amendments.
8. Confidentiality. This Retailer Policy, and its attachments, constitute confidential, proprietary information of Think and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Think.
THINK ONLINE SALES GUIDELINES
1. The Permissible Public Websites must not give the appearance that they are operated by Think or any third party.
2. Anonymous sales are prohibited. Retailer’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.
3. At Think’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
4. The Permissible Public Websites shall have a mechanism for receiving customer feedback, and Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) related to Retailer’s sale of the Products to Think for review upon request. Retailer agrees to cooperate with Think in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews. Retailer shall maintain all records related to customer feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require Retailer to disclose identifying information about its customers to Think.
5. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
6. Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.
7. Except where Retailer has entered into a drop-shipment arrangement with Think whereby Think ships Products on Retailer’s behalf to customers who order Products through Permissible Public Websites, under no circumstances shall Retailer permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than Retailer’s.
THINK PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS
1. Comply with all instructions provided by Think regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight. Products shall not be stacked or shipped in a manner that would cause crushing of Products or the Products’ packaging.
2. Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted.
3. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging.
4. Do not resell any Product that has been returned opened or repackaged.
5. Promptly upon receipt of the Products and at commercially reasonable intervals prior to sale, inspect the Products and their packaging for damage, defect, leaks or broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to your Think account representative or contact Think at 1-877-446-1616.
6. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and proper use of the Products, as well as any applicable guarantee or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.
7. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Think. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. Think reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Think. Cooperate with Think in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.
8. Cooperate with Think with respect to any Product tracking systems that may be implemented from time to time.
9. Cooperate with Think with respect to any Product recall or other consumer safety information dissemination efforts.
10. Implement commercially reasonable loss prevention and anti-diversion measures.
11. Report to Think any customer complaint or adverse claim regarding the Products and assist Think in investigating any such complaints or adverse claims.
12. Cooperate with Think in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.