THE REPUBLIC OF TEA AUTHORIZED RETAILER POLICY
Effective Date: June 1, 2024

 

This The Republic of Tea Authorized Retailer Policy (“Retailer Policy”) is issued by The Republic of Tea (“TRoT”) and applies to Authorized Retailers of TRoT products (“Product(s)”) in the United States of America. By purchasing Products from TRoT for retail sale, you (“Retailer”) and any of Retailer’s divisions, subsidiaries, or affiliated persons or entities agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and TRoT. To the extent any terms in this Retailer Policy are inconsistent with a prior TRoT policy or agreement applicable to Retailer, the terms of this Retailer Policy shall govern and control. Until such status is otherwise revoked by TRoT, in TRoT’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer” hereunder. TRoT 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. Payment for Products.

(a) Payment in full for purchases of Products from TRoT is due upon delivery of Products to Retailer unless otherwise agreed to in writing by TRoT’s Credit Department. If payment is not made when due, Retailer agrees to pay interest on the unpaid balances at the rate of one and one-half percent (1½%) per month or the maximum rate permitted by law.

(b) Retailer agrees to pay TRoT a service charge for each check returned for insufficient funds or on which payment is stopped. If a check is returned for insufficient funds, Retailer authorizes TRoT to electronically debit the account upon which the check is drawn in the amount of the check and service charge.

(c) If Retailer’s account is turned over to a third party for collection, Retailer agrees to pay all reasonable costs of collection, including but not limited to attorneys’ fees, court costs, and any other expense incurred by TRoT.

(d) Retailer warrants and represents to TRoT that all financial information furnished for the purpose of Retailer obtaining credit from TRoT’s Credit Department is true, correct, and complete in all material aspects, and Retailer authorizes TRoT to investigate all references furnished pertaining to the credit and financial responsibility of Retailer.

2. Authorized Customers. Retailer is authorized to sell Products to End Users. An “End User” is a purchaser of the Products who is the ultimate consumer 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, invoice, or promote the Products outside the United States of America without TRoT’s prior written consent.

3. Retail and Online Sales.

(a) To sell TRoT Products online subject to Paragraph 3(b) below, Retailer must also sell TRoT Products in one or more brick-and-mortar retail stores (“Retail Store(s)”) operated by Retailer (a “Permissible Public Website” as defined below). If a Retailer does not operate a Retail Store, in order to sell TRoT Products online, Retailer must apply to TRoT for an exception to this Retailer Policy, which TRoT may grant or refuse in its sole discretion. Requests may be submitted by email to: vcm@republicoftea.com.

(b) Upon TRoT’s written pre-approval, Retailer will be authorized to advertise 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. conspicuously states Retailer’s legal name, mailing address, telephone number, and email address; anonymous sales are prohibited;

iii. uses a URL that is directly tied to the name of Retailer’s Retail Store;

iv. does not give the appearance that it is operated by TRoT or any third party; and

v. is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached hereto as Exhibit A and incorporated by this reference, as TRoT may amend from time-to-time.

(c) Retailer agrees that all of its sales or placement of TRoT Products on a Permissible Public Website, or through any other electronic medium, must be approved in writing by TRoT. TRoT reserves the right to deny selling Products to Retailer if its Permissible Public Website, other proposed website, or any other electronic medium used by it does not conform with TRoT standards.

(d) Retailer shall provide TRoT with the specific URL of any Permissible Public Website that Retailer will use to sell TRoT Products and shall not make any changes to the designated URL without TRoT’s prior written approval.

(e) Retailer will only sell those TRoT Products that Retailer offers and sells in Retailer’s Retail Store(s), and all sales from any Permissible Public Website will be fulfilled from the inventory located at Retailer’s Retail Store.

(f) TRoT has the right to approve all TRoT Product offerings on any Permissible Public Website.

(g) If TRoT approves Retailer’s sale or placement of TRoT Products on a Permissible Public Website or through any other electronic medium, Retailer agrees that such sale or placement shall be subject to TRoT’s minimum advertised pricing (“MAP”) policies and shall not fall below TRoT’s most current MAP. TRoT’s most current MAP shall be provided by TRoT to Retailer from time to time.

(h) Retailer shall not sell TRoT Products on any Online Marketplace, and shall not use, or authorize any third party to use, any Online Marketplace to offer or advertise any TRoT Products. An “Online Marketplace” is a website operated by a third party, on which Retailer is able to sell Products directly to End Users (including, but not limited to, Amazon.com, ebay.com, etsy.com, Walmart.com, and Groupon.com).

(i) Sales of repackaged Products is prohibited. Retailer shall not advertise or sell any TRoT repackaged products, including on any Permissible Public Website without the prior written consent of TRoT.

(j) TRoT reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products on Permissible Public Websites, and Retailer must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination.

(k) The terms of this Retailer Policy supersede any prior agreement between TRoT and Retailer regarding the sale of the Products online.

4. 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 TRoT. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing 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 TRoT.

5. Product Care, Customer Service, and Other Quality Controls.

(a) Retailer shall comply with all instructions provided by TRoT regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels and set forth in the Product Quality Guidelines attached hereto as Exhibit B, as may be amended by TRoT from time to time.

(b) Retailer shall 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 without TRoT’s prior written consent. Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Retailer shall 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. Retailer shall not alter or dilute Products.

(c) Retailer shall not represent or advertise any Product as “new” that has been returned open or repackaged.

(d) Promptly upon receipt of the Products, Retailer shall inspect the Products and their packaging for damage, defects, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Retailer must not offer the Product for sale and must promptly report the Defect to TRoT by email: vcm@republicoftea.com .

(e) Retailer agrees that its sole remedies for a Defect are limited exclusively to the return of the Products for a refund of the purchase price or the replacement of such Product with Product of same or similar quality as originally ordered. If Retailer has an outstanding account balance at the time a refund becomes due, TRoT reserves the right to apply Retailer’s refund as an offset against Retailer’s outstanding account balance.

(f) Retailer shall inspect its inventory regularly for expired or soon-to-be expired Products. Retailer shall not sell any Products that are expired; also see Exhibit B. Retailer shall destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by TRoT.

(g) Retailer shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe consumption of the Products, as well as any applicable guarantee or return policy. Retailer must be 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.

(h) Retailer shall cooperate with TRoT with respect to any Product tracking systems that may be implemented by TRoT.

 

(i) Retailer shall cooperate with TRoT with respect to any Product recall or other consumer safety information dissemination efforts.

 

(j) Retailer shall report to TRoT any customer complaint or adverse claim regarding the Products of which it becomes aware. Retailer shall assist TRoT in investigating any such complaints or adverse claims.

 

(k) Retailer shall cooperate with TRoT in the investigation and resolution of any quality or customer service issues related to Retailer’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

 

6. Intellectual Property.

 

(a) Retailer acknowledges and agrees that TRoT owns all proprietary rights in and to the The Republic of Tea brand, name, logos, trademarks, service marks, trade dress, copyrights (including, but not limited to, all images on TRoT’s website and the labels of all its Products), Product names, logos, trademarks, trade dress, copyrights, and other intellectual property related to the Products (the “TRoT IP”), and that Retailer has no right or title therein, and that all goodwill in the TRoT IP belongs and shall accrue and inure solely to TRoT. Retailer recognizes and acknowledges the value of the goodwill associated with the TRoT IP and acknowledges that the TRoT IP and all rights associated therewith, including the goodwill pertaining thereto, belong exclusively to TRoT.

 

(b) Limited License.

i. Retailer is granted a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free, revocable license to use the TRoT 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. Retailer acknowledges and agrees that the rights granted to Retailer herein are license rights only, and nothing in this Retailer Policy constitutes or shall be construed to be an assignment of any of TRoT’s rights in the TRoT IP.

 

ii. Retailer expressly acknowledges that nothing herein shall be construed to grant to Retailer any ownership interest in any trademarks or other proprietary rights of Licensor, including the TRoT IP.

iii. Retailer shall not challenge, directly or indirectly, the validity of TRoT’s IP, and agrees that it will do nothing inconsistent with TRoT’s ownership of the TRoT IP. Retailer agrees that it will not attack the validity of or ownership by TRoT of rights in and to the TRoT IP anywhere in the world, or assist anyone else to do so, or attack the validity of the limited license granted in this Retailer Policy.

iv. Retailer will not apply to register the TRoT IP, any derivatives thereof, or anything confusingly similar thereto, in its own name or make any ownership claim in or to the TRoT IP anywhere in the world.

v. TRoT reserves the right to review and approve, or revoke, in its sole discretion, Retailer’s use or intended use of the TRoT IP at any time, without limitation.

vi. Retailer shall not create, register, or use any domain name or any mobile application that contains any TRoT product name or that is similar to or identical to any trademark or service mark owned by TRoT, nor a misspelling or confusingly similar variation of any TRoT product name, trademark, trade name, “doing business as” name, legal name, or product name owned by TRoT.

vii. Retailer will not use any of the TRoT IP as metatags, keywords, or Google Ads (previously known as AdWords) on Retailer’s Permissible Public Websites, or purchase or bid on any TRoT IP as keywords on any search engine or any other third party website on which Retailer advertises. Retailer will not use any TRoT IP in the body of any advertising copy posted on any search engine or any other third party website on which Retailer advertises.

viii. Retailer will not bid on any of the TRoT IP within Paid Search Platforms and will add the following terms to the Retailer’s list of negative keywords: (1) Republic of Tea; (2) The Republic of Tea; (3) Republic of Teas; (4) The Republic of Teas; (5) ; (6) republicoftea.com; and (7) Republic of Tea dot com. “Paid Search Platforms” include, but are not limited to, Google and Bing.

(c) Use of the TRoT IP.

i. Retailer’s use of the TRoT IP shall be in accordance with TRoT’s policies, directions, specifications, and any guidelines that may be provided by TRoT from time-to-time (“Brand Guidelines”), and must be commercially reasonable as to the size, placement, and other manners of use. TRoT retains the right to specify the format in which Retailer shall use and display the TRoT IP, and Retailer shall only use or display the TRoT IP in a format pre-approved by TRoT.

ii. Once TRoT approves Retailer as an Authorized Retailer of TRoT Products, TRoT will provide Retailer with TRoT’s Brand Guidelines and a list of all TRoT IP that Retailer is permitted to use in its Retail Store or on any Permissible Public Website. Such permission may be revoked or modified by TRoT at any time.

iii. Retailer’s use of the TRoT IP shall be only in connection with the marketing and selling of the Products and only in such fashion as has been expressly authorized by TRoT in advance of such use or display. Retailer agrees that there shall be no deviation from such use or display.

iv. Retailer shall not alter the nature or design of the TRoT IP in any manner and shall not use the TRoT IP in the creation of a derivative mark or composite mark or associate it with another competing mark without prior written consent from TRoT.

v. Retailer shall not use the TRoT IP separate and apart from the Products without the prior written consent of TRoT.

vi. Every use of the TRoT trademarks by Retailer shall incorporate in an appropriate manner an “R” enclosed by a circle (®) for registered trademarks or the TM for unregistered and/or common law trademarks.

vii. Retailer shall not use the TRoT IP in any manner that would tend to injure, demean, adversely affect, or dilute the image or reputation of TRoT, the TRoT IP, or do anything that would jeopardize or diminish TRoT’s rights to the goodwill symbolized by the TRoT IP, or the value of the TRoT IP.

(d) Quality Control and Maintenance.

i. Retailer acknowledges the quality of the services and Products offered in connection with the TRoT IP by TRoT and wishes to preserve that level of quality. To maintain the goodwill of the TRoT IP, Retailer agrees always to use the same level of quality in its tea-related goods and/or services as that used by TRoT. Retailer agrees that the nature and quality of: all services rendered by Retailer in connection with the TRoT IP; all goods sold by Retailer in connection with the TRoT IP; and all related advertising, promotional or other related uses of the TRoT IP by Retailer shall conform to the standards set by and be under the control of TRoT.

ii. Retailer agrees to cooperate with TRoT in facilitating TRoT’s control of such nature and quality, as set forth in this Paragraph 6(d), to permit reasonable inspection of Retailer’s operation, and to supply TRoT with specimens of all uses of the TRoT IP in commerce upon request. All actual uses of the TRoT IP shall accurately reproduce the TRoT IP in its original or approved form and Retailer shall not depart therefrom without written consent by TRoT.

(e) Retailer may not download, nor permit any third party to download, any TRoT IP from TRoT’s website for use on any Permissible Public Website without TRoT’s express advance written permission. Retailer shall not enter into any agreement with any third party permitting such third party to download, use, or display any of the TRoT IP for any purpose.

(f) Retailer may not link any TRoT IP displayed on any Permissible Public Website to any third-party website or Online Marketplace.

(g) Retailer agrees to promptly advise TRoT immediately of any use or infringement of the TRoT IP by others of which it becomes aware.

(h) All rights in the TRoT IP, other than those specifically granted by this Retailer Policy, are reserved to TRoT for its own use and benefit. Without limiting the foregoing, TRoT expressly reserves all rights not specifically granted to Retailer under this Retailer Policy.

(i) Retailer further acknowledges and agrees that TRoT has, shall retain, and may exercise all rights and remedies available to TRoT, whether derived from this Retailer Policy, statute, or otherwise, as a result of or in connection with Retailer’s breach of this Retailer Policy, misuse of the TRoT IP, or any other use of the TRoT IP by Retailer that is not expressly permitted by this Retailer Policy.

 

7. Termination.

(a) If Retailer violates this Retailer Policy, TRoT reserves the right to terminate Retailer’s status as an Authorized Retailer with written or electronic notice.

(b) TRoT may terminate Retailer’s status as an Authorized Retailer if Retailer experiences an event of “Financial Difficulty,” or an order is issued, or any material action is taken to dissolve Retailer. “Financial Difficulty” shall mean the occurrence of any of the following with respect to Retailer: (i) the filing of any application by Retailer for economic relief or Retailer’s consent to the appointment of a trustee, receiver or custodian of Retailer’s assets; (ii) the entry of a legal decree or order for relief against Retailer by a court of competent jurisdiction in any legal proceeding brought against Retailer under any bankruptcy, insolvency or other similar laws (collectively, “debtor relief laws”) generally affecting the rights of creditors and relief of debtors now or hereafter in effect; (iii) the appointment of a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar agent under applicable laws for Retailer or for any substantial part of Retailer’s assets or property; (iv) the ordering of the winding up or liquidation of Retailer’s affairs; (v) the filing of a petition, or the taking of legal action by any person, in any involuntary bankruptcy or insolvency situation including Retailer that is not dismissed within one hundred twenty (120) days of filing; (vi) the consent by Retailer to the appointment of or the taking of possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar agent under any applicable debtor relief laws for Retailer or for any substantial part of Retailer’s assets or property; or (vii) the making by Retailer of any general assignment for the benefit of creditors.

(c) TRoT may terminate Retailer’s status as an Authorized Retailer if Retailer sells or transfers all or substantially all of the stock or assets of Retailer’s business. Retailer agrees to provide TRoT with at least thirty (30) days’ prior written notice by certified mail of any sale or transfer of all or substantially all of the stock or assets of Retailer’s business. If Retailer fails to provide such notice, Retailer shall remain fully liable for payment of any Product received by Retailer or any transferee.

(d) Upon termination of a 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 TRoT Products or has any affiliation whatsoever with TRoT; and (iii) using all TRoT IP. Upon termination Retailer shall immediately remove all TRoT IP that appears in Retailer’s Retail Store or on Retailer’s Permissible Public Website.

8. Modification. TRoT reserves the right to update, amend, or modify this Retailer Policy with written or electronic notice. 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 TRoT IP, or use of any other information or materials provided by TRoT to Retailer following notice of the amendments will be deemed Retailer’s acceptance of the amendments.

9. Confidentiality. This Retailer Policy, and its attachments, if any, constitute confidential, proprietary information of TRoT 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 TRoT.

 

10. Venue and Governing Law.This Retailer Policy shall be construed, enforced, and performed in accordance with the laws of the State of California, without regard to its conflicts of law provisions. Any dispute or litigation regarding this Retailer Policy shall be brought in the appropriate courts located in the State of California. Retailer hereby submits, solely in connection with any action between it and TRoT and pursuant to this Retailer Policy, to personal jurisdiction and venue in the State of California.

11. Requests. All requests for written approval required in this Retailer Policy may be submitted by electronic mail to email to: vcm@republicoftea.com, and TRoT’s approval may be granted by electronic mail replying to sender(s).

 

EXHIBIT A

THE REPUBLIC OF TEA ONLINE SALES GUIDELINES

 

Retailer’s approval to sell TRoT Products on Permissible Public Websites is conditioned on adherence to the Retailer Policy and to the following terms and conditions; all capitalized terms contained herein have the same meanings as set forth in the Retailer Policy:

1. Anonymous sales are prohibited. Retailer’s full legal name or registered fictitious name and contact information 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 a confirmation email delivered at the time of purchase.

2. At TRoT’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.

3. 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) to TRoT for review upon TRoT’s request. Retailer agrees to cooperate with TRoT 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.

4. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

5. 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.

6. Unless separately authorized by TRoT in writing, Retailer shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products sold through Permissible Public Websites. Under no circumstances shall Retailer fulfill orders in any way that results in the shipped Product coming from stock other than Retailer’s.

7. In marketing the Products on the Permissible Public Websites, Retailer shall only use images of Products either supplied by or authorized by TRoT and shall keep all Product images and descriptions up to date. Retailer shall not advertise Products not carried in inventory.

8. Retailer will not use any of the TRoT IP as metatags, keywords, or Google Ads (previously known as AdWords) on Retailer’s Permissible Public Websites, or purchase or bid on any TRoT IP as keywords on any search engine or any other third party website on which Retailer advertises. Retailer will not use any TRoT IP in the body of any advertising copy posted on any search engine or any other third party website on which Retailer advertises.

9. Retailer will not bid on any of the TRoT IP within Paid Search Platforms and will add the following terms to the Retailer’s list of negative keywords: (1) Republic of Tea; (2) The Republic of Tea; (3) Republic of Teas; (4) The Republic of Teas; (5) ; (6) republicoftea.com; and (7) Republic of Tea dot com. “Paid Search Platforms” include, but are not limited to, Google and Bing.

EXHIBIT B

THE REPUBLIC OF TEA PRODUCT QUALITY GUIDELINES

 

Retailer shall adhere to these additional storage guidelines for the Products:

1. To ensure freshness, Products inventory shall be managed in a “first-in, first-out” manner, with older inventory being sold before newer inventory of the same Product. Displayed and stored Products shall be rotated regularly, and Products should be taste-tested regularly.

2. Products should be stored in a dry, ambient location.

3. Products should never be stored in a personal residence.

4. Retailer shall regularly employ a professional pest control service to inspect Retailer’s premises.