Brand Partner Terms and Conditions

Effective Date: September 27, 2024

Last Updated: September 27, 2024

1. Introduction and Acceptance of Terms

1.1 Purpose of the Agreement

This Terms of Service (“Agreement”) is a legally binding contract between Peak Health (“we,” “us,” or “our”) and the brand (“you” or “your”) that governs your access to and use of our marketplace platform and services (“Services”).

1.2 Acceptance

By registering for an account or using our Services, you agree to comply with and be bound by this Agreement and all policies incorporated by reference herein. If you do not agree to these terms, you may not access or use the Services.

1.3 User Eligibility

You represent and warrant that you have the legal capacity to enter into this Agreement and are at least 18 years old or the age of majority in your jurisdiction.

1.4 Effective Date

This Agreement becomes effective on the date you accept it by registering for an account or using our Services.

1.5 Notice of Changes

Peak Health may modify this Agreement from time to time. Significant changes, especially those affecting fees or obligations, will be communicated at least 30 days prior to their implementation via email or through a prominent notice on the platform. Continued use of the Services after such changes constitutes acceptance of the updated terms.

2. Definitions

2.1 “Peak Health”

The operator and owner of the marketplace platform.

2.2 “Brand” or “Seller”

The business entity registered to sell products through the Peak Health platform.

2.3 “Customer”

The end consumer purchasing products through the Peak Health platform.

2.4 “Services”

The marketplace platform, website, applications, and related services provided by Peak Health.

2.5 “User Content”

Any content, including text, images, and data, submitted by brands to the Peak Health platform.

2.6 “Third-Party Services”

Any services provided by third parties that integrate with or are accessible through the Peak Health platform.

2.7 “Dispute”

Any disagreement or claim arising out of or relating to this Agreement or the breach thereof.

2.8 “Material Breach”

A breach of this Agreement that significantly undermines the contractual relationship and is not remedied within a specified period after notice.

2.9 “Good Cause”

A legitimate and justifiable reason, as determined by Peak Health, for terminating a brand’s account without prior notice.

3. Brand Eligibility and Registration

3.1 Eligibility Criteria

Brands must be duly organized, validly existing, and in good standing under the laws of their jurisdiction. Brands must also have the authority to enter into this Agreement.

3.2 Account Registration

Brands must provide accurate, current, and complete information during registration and are responsible for maintaining and updating this information promptly.

3.3 Verification Process

Peak Health reserves the right to verify any information provided during registration. The verification process may include, but is not limited to, verifying business licenses, tax information, and product certifications. Failure to provide satisfactory verification may result in refusal or termination of registration.

3.4 Right to Refuse Registration

Peak Health may refuse to register or terminate the registration of any brand at its sole discretion, without prior notice or obligation, especially if the brand does not meet the eligibility criteria or poses a risk to the platform.

3.5 Account Security

Brands are solely responsible for maintaining the confidentiality of their account credentials and all activities that occur under their account. Brands must notify Peak Health immediately of any unauthorized use of their account.

4. Brand Obligations and Responsibilities

4.1 Compliance with Laws and Regulations

Brands must comply with all applicable local, state, federal, and international laws, including but not limited to consumer protection, product safety, labeling, export/import regulations, data protection laws such as GDPR and CCPA, and any other relevant legal requirements. Brands are responsible for obtaining all necessary licenses, permits, and approvals required to sell their products.

4.2 Product Compliance and Safety

Brands represent and warrant that all products are safe, free from defects, and comply with all applicable laws, regulations, and industry standards. Peak Health prohibits the sale of counterfeit, hazardous, or illegal products. Brands found violating these rules may be subject to account termination and legal liability.

4.3 Intellectual Property Rights

Brands represent and warrant that they own or have valid licenses for all intellectual property rights related to their products, trademarks, logos, and content provided to Peak Health. Brands agree to indemnify Peak Health against any claims of intellectual property infringement. No counterfeit or unauthorized use of intellectual property is permitted.

4.4 Product Listings and Information

Brands must provide accurate, complete, and truthful product descriptions, specifications, images, pricing, and inventory levels. Brands are responsible for updating product information promptly to reflect any changes. Any misleading or false information may result in account suspension or termination.

4.5 Pricing and Inventory

Brands must ensure that product pricing is competitive and includes all applicable taxes and fees. Brands must maintain sufficient inventory levels and update inventory status in real-time to prevent overselling.

4.6 Order Fulfillment

Brands are solely responsible for fulfilling customer orders promptly and within 48 hours of order receipt.

4.7 Shipping and Delivery

Brands must use reputable shipping carriers and provide valid tracking information to Peak Health and customers. Brands bear all risks and costs associated with shipping until delivery to the customer is confirmed. Peak Health reserves the right to audit shipping practices to ensure compliance. Brands are responsible for any customs duties, VAT, or fees associated with international shipping, where applicable.

4.8 Customer Service

Peak Health will handle all initial customer service inquiries for orders. If further action is required (e.g., refunds or exchanges), Peak Health will engage with the Brand to resolve the issue. Brands are responsible for bearing the cost of refunds, and the process must be prompt and aligned with Peak Health’s customer policies. Peak Health will facilitate communication between the customer and the brand if necessary.

4.9 Returns, Refunds, and Cancellations

Brands agree to Peak Health’s return, refund, and cancellation policies. Brands will bear the cost of returns or refunds due to defective or misdescribed products. Refund timelines must be followed, with Peak Health managing the process and escalating to brands if needed.

4.10 Insurance (when sales exceed $10,000/month)

Once a brand generates over $10,000 in monthly sales on Peak Health, or if Peak Health explicitly requests proof of insurance, the brand will be required to maintain commercial general liability insurance, including product liability coverage, with the following minimum requirements:

• Coverage Amount: A minimum of $1 million per occurrence.
• Product Coverage: Coverage must encompass all products the brand lists on the Peak Health platform.
• Deductible: The deductible for any policy must not exceed $10,000.
• Additional Insured: Peak Health, including its affiliates and assignees, must be named as additional insured parties on the insurance policy.
• Proof of Insurance: The brand must provide Peak Health with proof of insurance, including a copy of the certificate of insurance, upon request.

4.11 Audit Rights

Peak Health reserves the right to audit the brand’s compliance with this Agreement, including product quality, fulfillment practices, and adherence to policies, upon reasonable notice. Audits may be conducted by Peak Health or an independent third party designated by Peak Health.

4.12 Prohibited Activities

Brands shall not engage in any activities that manipulate or distort the marketplace, including but not limited to manipulating product reviews, search rankings, or data analytics. Brands must also refrain from using automated tools or bots to interact with the platform in unauthorized ways.

4.13 Cure Period for Material Breaches

In the event of a Material Breach by the brand, Peak Health may provide a written notice specifying the breach and granting the brand a 15-day period to cure the breach. Failure to cure within this period may result in termination of the Agreement.

5. Peak Health Rights and Responsibilities

5.1 Seller of Record

Peak Health acts as the seller of record for transactions on the platform, processing payments and issuing receipts to customers. Brands acknowledge that Peak Health will be identified as the seller on transaction documents.

5.2 Platform Provision

Peak Health provides the marketplace platform “as is” and “as available,” without warranties of any kind. We reserve the right to modify, suspend, or discontinue the platform or any part thereof at any time. Significant changes affecting brands will be communicated as outlined in Section 1.5.

5.3 Content Use

Brands grant Peak Health the right to use, reproduce, modify, display, and distribute brand content for operating the marketplace and paid promotional efforts without requiring additional consent for each campaign.

5.4 Monitoring and Enforcement

Peak Health reserves the right to monitor brand activities, review product listings, and remove any content or suspend accounts that violate this Agreement or applicable laws.

5.5 Prohibited Products and Activities

Peak Health prohibits the sale of counterfeit, illegal, or hazardous products. This includes, but is not limited to, illegal substances, counterfeit goods, and unsafe items.

5.6 Platform Changes

Peak Health may modify or update the Services, including features, functionalities, and policies, at any time. Continued use of the Services after such changes constitutes acceptance of the new terms.

6. Fees and Payments

6.1 Commission and Fees

Peak Health charges brands a commission on sales and may impose additional fees. All fees are subject to change, and brands will be notified of any fee changes at least 30 days in advance via email or through a prominent notice on the platform.

6.2 Payment Terms

Brands will receive payments on the first business day of every month for all orders that have been delivered to the customer. Payments may be withheld or adjusted for returns, refunds, chargebacks, or suspected fraudulent transactions.

6.3 Taxes

Peak Health will calculate, collect, and remit sales taxes on transactions as required by law. Brands are responsible for any other taxes related to their income and operations. Brands must provide necessary tax documentation as required.

6.4 Payment Disputes

Any disputes regarding payments must be submitted in writing within 30 days of the payment date. Peak Health will investigate and resolve payment disputes in good faith. If a dispute is found in favor of the brand, Peak Health will rectify the payment accordingly.

7. Limitation of Liability

7.1 Peak Health’s Liability

To the fullest extent permitted by law, Peak Health shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or in connection with this Agreement or the Services, including but not limited to loss of profits, data, or use.

7.2 Cap on Liability

Peak Health’s total cumulative liability to the brand for any claims arising out of or relating to this Agreement shall not exceed the total fees paid by the brand to Peak Health in the twelve (12) months preceding the claim.

7.3 Exclusions

The limitations of liability set forth in this Agreement do not apply to liabilities arising from gross negligence, willful misconduct, or breaches of confidentiality obligations.

7.4 Indemnification

Brands agree to indemnify, defend, and hold harmless Peak Health, its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with the brand's access to or use of the Services, violation of this Agreement, or infringement of any intellectual property or other rights of any person or entity.

8. Intellectual Property Rights

8.1 License Grant

Brands grant Peak Health a non-exclusive, royalty-free, worldwide license to use their trademarks, logos, product images, and related content for the purpose of operating the marketplace and promoting products.

8.2 Ownership

All rights, title, and interest in and to the marketplace and Services are owned by Peak Health. Nothing in this Agreement grants the brand any rights to Peak Health's intellectual property except as expressly provided.

8.3 Protecting Peak Health’s IP

Brands shall not use Peak Health’s trademarks, logos, or other intellectual property without prior written consent. Unauthorized use may result in termination of this Agreement and legal action.

9. Term and Termination

9.1 Term

This Agreement remains in effect until terminated by either party in accordance with the provisions below.

9.2 Termination by Peak Health

Peak Health may terminate or suspend the brand’s account and access to Services immediately, with or without cause, and without liability, including for breaches of this Agreement or if required by law. For non-material breaches, Peak Health may provide a written notice and a 15-day period to cure the breach before termination.

9.3 Termination by Brand

The brand may terminate this Agreement by providing 30 days’ written notice and ceasing all use of the Services.

9.4 Effect of Termination

Upon termination, all licenses granted to the brand shall terminate, and the brand must cease all use of the Services. Peak Health may delete the brand’s account and any associated data after a 30-day grace period. The brand remains liable for any obligations incurred prior to termination.

9.5 Survival

Provisions relating to confidentiality, indemnification, limitation of liability, and intellectual property rights shall survive termination of this Agreement.

9.6 Data Return or Deletion

Upon termination, Peak Health will provide the brand with an option to download their data within 30 days. After this period, Peak Health reserves the right to delete the brand’s data from its servers.

10. Confidentiality

10.1 Definition

“Confidential Information” includes any non-public information disclosed by Peak Health, including business plans, customer data, technology, financial information, and any other proprietary information, as well as any non-public information disclosed by the brand to Peak Health.

10.2 Obligations

Brands agree to maintain the confidentiality of Peak Health’s Confidential Information and not disclose it to third parties without prior written consent. Confidential Information shall not be used for any purpose other than as necessary to perform obligations under this Agreement.

10.3 Exceptions

Confidential Information does not include information that is publicly available, already known to the recipient, independently developed, or required to be disclosed by law.

10.4 Duration of Confidentiality Obligations

The confidentiality obligations shall survive for three (3) years following the termination of this Agreement.

11. Dispute Resolution

11.1 Arbitration

Any unresolved disputes shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Delaware, USA.

11.2 Governing Law

This Agreement is governed by the laws of the State of Delaware, USA, without regard to its conflict of law principles.

11.3 Class Action Waiver

Both parties agree to waive their rights to participate in any class-action lawsuits or class-wide arbitrations.

11.4 Venue and Jurisdiction

The arbitration shall take place in Delaware, and the parties consent to the jurisdiction and venue of such courts for any appeals or related legal proceedings.

11.5 Arbitration Costs

Unless otherwise determined by the arbitrator, each party shall bear its own costs and attorney fees, and the parties shall share equally the fees and costs of the arbitrator and any administrative fees.

12. Miscellaneous Provisions

12.1 Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, understandings, and communications, whether written or oral.

12.2 Amendments

Peak Health reserves the right to modify this Agreement at any time, with notice provided to brands as outlined in Section 1.5. Continued use of the Services constitutes acceptance of the updated terms.

12.3 Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced with a valid provision that most closely matches the intent of the original provision.

12.4 Force Majeure

Neither party shall be liable for any failure or delay in performing obligations due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or governmental actions.

12.5 Notices

All notices under this Agreement shall be in writing and sent to the addresses specified in the account registration. Notices may be sent via email or certified mail. Electronic notices sent via email shall be deemed effective upon receipt confirmation.

12.6 Assignment

Brands may not assign or transfer their rights or obligations under this Agreement without the prior written consent of Peak Health. Peak Health may assign this Agreement without restriction.

12.7 No Waiver

Failure by Peak Health to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.

12.8 Independent Contractors

The relationship between Peak Health and the brand is that of independent contractors. Nothing in this Agreement shall create a partnership, joint venture, or agency relationship.

12.9 Non-Exclusivity

This Agreement does not create an exclusive relationship between Peak Health and the brand. Both parties are free to engage in similar relationships with others.

12.10 Compliance with International Laws

Brands operating internationally must comply with all relevant international laws and regulations, including data protection laws such as GDPR for European brands.

Contact Information

For any questions or concerns regarding this Agreement, please contact us at support@peakhealth.com.

End of Terms and Conditions