Authorized Reseller Policy

Fathom Nutrition Group, LLC (Fathom) is committed to working with customers to facilitate the sale of Fathom products through e-commerce channels. Fathom maintains this e-Commerce Authorized Reseller Policy (Policy)to protect Fathom's brand and intellectual property, as well as authorized channel partners. This Policy is also in place to protect end customers, ensuring they receive Fathom products meeting our high-quality standards, accurate product information, pricing and customer service that meets Fathom's standards. Finally, this Policy works to ensure fair competition among resellers as well as supporting those who have invested in stocking and marketing Fathom's products and abide by Fathom's policies and programs. If you have a separate, signed agreement with Fathom, that agreement will supersede, govern and control your relationship with Fathom in all respects.

As used in this Policy, "Products" means products manufactured by or for Fathom, or which are otherwise sold or marketed by Fathom, which have been provided to you, or will be provided to you, by Fathom or its authorized distributors. By purchasing Products from Fathom or its authorized distributors, you are agreeing to abide by the terms of this Policy.

In order to be considered a Fathom e-Commerce Authorized Reseller (“Authorized Reseller”), you must have an account with Fathom or its authorized distributor that is in good standing and meet the following requirements unless otherwise explicitly authorized in writing by Fathom:

Sell on Approved Websites Only

  • You may only take orders via websites owned and operated by you . You may not offer, promote or sell Products:
    • on any third party online marketplace (e.g., Amazon, Walmart, eBay etc.), drop- ship accounts (e.g., Buy.com, Jet.com, etc.) or classified sites (e.g., Craigslist, Facebook Marketplace, etc.);
    • on any website or third-party marketplace using a fictitious, hidden, masked or other name that has not been previously disclosed to Fathom in writing; or
    • to any person or entity you know or have reason to know intends to resell the Products online, whether on their own website, on a third-party marketplace, or via any other e-commerce channel.
  • You agree to provide sell-through data for sales of the Products when reasonably requested by Fathom.
  • You may not operate your website in a manner that gives the appearance that it is owned or operated by Fathom.
  • You must reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages on websites that are under your control on which you display the Products for sale when reasonably requested by Fathom.

Maintain Accurate Brand & Product Information

  • You acknowledge that Fathom and/or its affiliates own all proprietary rights in and to the Fathom brands, names, logos, trademarks, service marks, trade dress, copyrights, images, and other intellectual property related to the Products (the “Fathom IP”).
  • You acknowledge that you do not have any proprietary rights to the Fathom IP, including Fathom's trademarks or other intellectual property, but that you are authorized to use the Fathom IP for the sole purpose of reselling Fathom Products.
  • You agree to cease any use of the Fathom IP upon suspension or termination of your status as an Authorized Reseller.
  • Your use of the Fathom IP must be in accordance with any brand guidelines Fathom may provide from time to time, and must be commercially reasonable as to the size, placement, and other manners of use. Fathom reserves the right to review and approve, in its sole discretion, your use or intended use of the Fathom IP at any time, without limitation.
  • Unless expressly approved in writing by Fathom, you may not create, register, or use any domain name or any mobile application that contains any Fathom product name or any trademark owned by or licensed to Fathom, nor a misspelling or confusingly similar variation of any Fathom product name or any trademark owned by or licensed to Fathom.
  • You may sell Products only in original packaging. You may not represent, advertise, or resell any Product as “new” that has been returned opened or repackaged in any way.
  • You may not duplicate, or develop different, UPCs to differentiate a Product.
  • You agree to keep all Product images, descriptions and content up to date.
  • You may not engage in any false, misleading, deceptive or similarly illegal or unethical advertising or other behavior.
  • You may not make any warranties or representations concerning the Products except as approved in writing by Fathom.

Sell Only to End Users

  • You may only purchase Products for resale from Fathom or from authorized distributors that purchase Products directly from Fathom. No other distributors are authorized to resell Products to you.
  • You may not sell Products to other e-Commerce resellers.
  • If you did not procure Products from Fathom, or an authorized distributor of Fathom, directly, you are not authorized to resell Fathom Products online or use Fathom's trademarks, copyrights, images or product information. Fathom's reserves the right to take enforcement action against any party selling Products online in violation of this Policy.
  • You may not sell Products in bulk. “Bulk” is defined as more than (3) cases in a single transaction.
  • You agree to use reasonable efforts to identify suspicious purchase patterns (e.g., frequent purchases by an individual) and promptly report the same to Fathom.

Unauthorized Exports or Marketing in Other Countries

  • You agree to cooperate with Fathom in preventing unauthorized exportation of the Products. You may not advertise for sale or ship Products outside of the U.S. or sell Products to any third party that advertises for sale or ships the Products outside of the U.S., in each case without the prior written consent of Fathom.

Customer Confusion

  • You may not advertise, market, promote, display, demonstrate, bundle or sell non-Fathom products in a manner that would create the impression that the non-Fathom products are made by, endorsed by, work with or are associated with Fathom or the Products. You must ensure that the Products never are misbranded or represented as another brand.

Disclose All Seller Names & Properties

  • You agree to maintain accurate and up-to-date information regarding your company and disclose all retail locations, web properties, temporary storefronts and seller names across all channels directly to Fathom. You agree to report all websites and seller names you use to advertise, market or promote Fathom's Products to Fathom.

Fathom's Minimum Advertised Price Policy

  • You agree to adhere to the Minimum Advertised Price (MAP) Policy provided to you by Fathom or Fathom's authorized distributor. If you violate the MAP policy, your status as an Authorized Reseller will be revoked immediately.

Legal Compliance

  • You acknowledge that you will comply with all applicable privacy, accessibility, data security and other laws, regulations, and industry standards, accessibility standards, and all applicable Payment Card Industry (PCI) data security standards related to advertising, sale and marketing of Fathom Products, including but not limited to:
    • Not making false or misleading claims or engaging in deceptive sales tactics;
    • Publishing an online privacy policy and complying with it; and
    • Using only known and trusted checkout vendors and ensuring that credit card transactions flow through a PCI-compliant payment stack (e.g., one in which credit card numbers are not collected by the merchant).

Enforcement

  • If you fail to comply with any term in this Policy, you will be subject to enforcement actions at Fathom's discretion including but not limited to:
    • Loss of authorization to sell Fathom Products online, however, at Fathom's discretion, you may be given a reasonable amount of time to sell through inventory on hand upon loss of authorization;
    • Suspension of shipments of Fathom Products to you; and/or
    • Permanent termination of your account with Fathom.
  • You may not circumvent any term of this Policy through any means.
  • Fathom will interpret any violations of this Policy in its sole discretion.
  • No failure or delay in enforcing this Policy shall be deemed a waiver of Fathom's rights.
  • If your Authorized Reseller status is suspended or revoked, you must immediately stop: (i) selling the Products; (ii) acting in any manner that gives the impression that you are an Authorized Reseller of the Products or have any affiliation whatsoever with Fathom; and (iii) using all Fathom IP.
  • Fathom reserves the right to modify this Policy at any time.

e-Commerce Authorized Reseller Benefits

  • Authorized Resellers that abide by all facets of this Policy will be deemed authorized to sell Fathom Products in e-commerce, provided they maintain ongoing compliance with this Policy.