GlobalProReview Physical Product Addendum

Before beginning as a GlobalProReview Seller, you must read, review, sign, and submit the GlobalProReview Physical Product Addendum. Failure to do so will inhibit your ability to sell physical products via the GlobalProReview Marketplace.

Ensuring compliance with platform-specific agreements is crucial for a smooth and lawful operation. If you have any inquiries or need further assistance in this regard, feel free to reach out!

1. PROMOTING PHYSICAL PRODUCTS.

Subject to the terms and conditions of this Addendum, You may Promote tangible, non-digital physical products, as such products are approved by GlobalProReview (“Physical Products”) via the GlobalProReview Services. You represent, covenant, and warrant that You shall not Promote any Physical Products to anyone under the age of eighteen (18).

Promoting physical products within the guidelines set by GlobalProReview is a valuable opportunity. Ensuring adherence to age restrictions is crucial to maintaining ethical standards. If you have any specific queries or if there’s more you’d like to discuss regarding promoting physical products, feel free to let me know!

2. SELLING PHYSICAL PRODUCTS.

If You register any Physical Products for sale via the GlobalProReview Services, You represent, covenant, and warrant that:

(a) Pre-approval from the U.S. Food and Drug Administration (“FDA”) is not required for any Physical Products provided by You or Your third-party fulfillment vendor (“Third Party Vendor”).

(b) You will not make any claims regarding the Physical Products other than those permitted under Section 403(r)(6) of the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. § 343(r)(6)(A).

(c) You have obtained GlobalProReview’s approval prior to registering a Physical Product for sale via the GlobalProReview Services. Upon GlobalProReview’s request, You shall supply a reasonable number of Physical Product production samples for GlobalProReview’s review. If requested by GlobalProReview, You shall modify the Physical Products prior to being approved for sale via the GlobalProReview Services.

(d) You understand and acknowledge that approval of the sale of a Physical Product via the GlobalProReview Services is in GlobalProReview’s sole and absolute discretion.

(e) You and Your Physical Products will comply with all laws of Your jurisdiction and all applicable U.S. federal and state laws and regulations.

(f) You shall deliver Physical Products to purchasers within thirty (30) days following receipt of payment in accordance with 16 C.F.R. § 435.2.

(g) If You offer and sell a Physical Product to residents of countries other than the United States (collectively, “Foreign Jurisdictions”), all such Physical Products will comply with the applicable laws and regulations of such Foreign Jurisdictions.

(h) With respect to retail transactions with residents of Foreign Jurisdictions, GlobalProReview will pay, collect, and remit any applicable transfer taxes for any retail transaction (including but not limited to any value-added (VAT) taxes or sales taxes) where it is legally required to do so. Where GlobalProReview does not pay, collect and remit such transfer taxes on a retail transaction with a resident of a Foreign Jurisdiction, You may have the legal obligation to pay, collect and/or remit such taxes. If such an obligation arises with respect to any particular Foreign Jurisdiction, You are solely responsible for the timely payment, collection and/or remittance of such tax and any interest or penalties.

(i) If and to the extent You use third parties (including any Third Party Vendor) to promote, sell, or otherwise provide Physical Products to purchasers, You are responsible for all acts and omissions of such third parties.

(j) At GlobalProReview’s request, You shall include governing law provisions similar to those set forth in Section 19 of the Client Contract in Your agreements with purchasers, suppliers, and manufacturers.

(k) You shall take all reasonable steps to abate any health or safety risks posed by Your Physical Product, which may include, without limitation, voluntary product recalls. You have complete responsibility for determining if a recall of any Physical Products is required and shall comply with any recall suggested by the FDA or other regulatory body. GlobalProReview is not responsible for any costs and expenses associated with any recall of the Physical Products, and You shall indemnify, defend, and hold harmless the GlobalProReview parties with regard to any expenditure of time or money related to any product recall.

3. INSURANCE.

Unless explicitly waived by GlobalProReview, You shall obtain insurance and comply with the provisions of this Section 3.

(a) You shall secure at Your own cost and maintain at all times during which You have Physical Products registered for sale via the GlobalProReview Services, the minimum limits of insurance and endorsements set forth on Schedule 1.

(b) GlobalProReview may require additional insurance or higher minimum limits than those listed in subsection (a). If GlobalProReview requires such additional insurance and/or higher minimum limits, then GlobalProReview will notify You in writing of the necessary insurance requirements. In such a case, You shall cooperate with GlobalProReview in obtaining the necessary additional insurance or higher minimum limits.

(c) You are solely responsible for any deductibles or other similar obligation under the policies. If coverage is “claims made,” the retroactive date must be prior to Your registering Your Physical Product for sale via the GlobalProReview Services. Other coverage available to Seller shall be excess of GlobalProReview’s coverage and shall not be called upon to contribute to the defense or settlement of claims until Seller’s coverage has been exhausted. Approval of your Physical Product is contingent upon Your providing GlobalProReview Certificates of Insurance, evidencing the coverage, including any exhibit or reference to any ingredient or product exclusions. If coverage for GlobalProReview is provided by endorsement to the policy, You shall provide copies of the operative endorsement with the Certificates of Insurance.

(d) During the term of this Addendum, You shall not make any material change in coverage or cancel the policies. Your insurance may not exclude any ingredient, feature, design element, or product category that is relevant to the Physical Products.

(e) You shall annually renew coverage and submit updated Certificates of Insurance and if requested, policies, binders, and certificates to GlobalProReview.

(f) These insurance requirements remain in effect for a period of five (5) years following expiration or termination of this Addendum.

GlobalProReview DOES NOT REPRESENT THAT THE COVERAGE AND LIMITS REQUIRED HEREUNDER WILL BE ADEQUATE TO PROTECT YOU, AND SUCH COVERAGE AND LIMITS ARE NOT A LIMITATION OF YOUR LIABILITY TO GIVENNREVIEW, IF ANY, ARISING UNDER THE AGREEMENT.

4. TERMINATION.

The terms and conditions of this Addendum remain in effect for so long as You have Physical Products registered for sale via the GlobalProReview Services.

The duration of this Addendum is tied to the presence of Your Physical Products on GlobalProReview. If you have any questions or if there’s anything specific you’d like to discuss about the termination process, feel free to ask!

5. EMAIL, TEXT MESSAGES AND TELEMARKETING.

(a) In addition to the email, text message, and telemarketing provisions contained in Section 6 of the Client Contract, if You send, or cause to be sent, any emails to residents of Foreign Jurisdictions in connection with the direct or indirect Promotion or sale of any Physical Product and/or Your use of the GlobalProReview Services, then You shall comply with all applicable laws and regulations of such Foreign Jurisdictions regarding the use of electronic messages.

(b) If You receive approval regarding text messaging or telemarketing pursuant to Section 6(c) of the Client Contract, and You send, or cause to be sent, any text messages or use or procure the use of telemarketing activities in connection with the direct or indirect Promotion or sale of any Physical Product and/or Your use of the GlobalProReview services with respect to residents of Foreign Jurisdictions, then You represent, covenant, and warrant that all such text messages and telemarketing activities will be in full compliance with all applicable laws and regulations of such Foreign Jurisdictions that apply to sending electronic messages and conducting telemarketing activities.

6. IMPORT AND CUSTOMS COMPLIANCE.

You acknowledge and agree that upon selling and shipping supplements to any resident of a Foreign Jurisdiction, You are responsible for payment of all duties, fees, and taxes imposed or incurred as a result of importation of supplements into the Foreign Jurisdiction, including taxes, brokerage/agent clearance fees, documentation preparation and handling or delivery fees, storage/demurrage fees, visa/licensing fees, and any penalties (and interest assessed on such penalties) resulting from import regulation violations or costs associated with post entry declaration corrections. Without limiting the foregoing, should any particular Foreign Jurisdiction have a “personal use” or similar exemption from its import and customs laws, You are solely responsible for qualifying any particular sale or shipment of Physical Products for such exemption, including but not limited to the preparation and handling of any related documentation.

7. REPRESENTATIONS AND WARRANTIES.

In addition to the other representations and warranties set forth in this Addendum and the Client Contract, You represent and warrant that:

(a) You and Your Physical Products, Promotions, and/or Submissions, as applicable, do not and will not, directly or indirectly: (i) violate the right of privacy or publicity of any person or entity; (ii) contain any libelous, obscene, indecent, or otherwise unlawful material; (iii) infringe any IP Rights in any jurisdiction or otherwise contravene any rights of any person or entity; (iv) violate any applicable laws, rules, regulations, guidelines, or industry standards, including, without limitation, all U.S. federal and state laws and regulations that are applicable to the manufacturing, marketing, promotion, advertising, sale, and distribution of Physical Products, including any FDA and FTC laws or regulations; (v) violate California’s Safe Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety Code Section 25249.5 et seq. (“Proposition 65”); or (vi) violate GlobalProReview’s Privacy Policy.

(b) Your products are manufactured in compliance with all federal and state laws, including the current Good Manufacturing Practices (cGMPs) promulgated by the FDA.

SCHEDULE 1: PHYSICAL PRODUCT CHECKLIST

Important: If you supply products for sale on GlobalProReview, you must comply with all federal, state, and local laws and GlobalProReview policies applicable to those products and product listings.

☐ Label Artwork. Provide all final label artwork file(s) in full color for every SKU submitted for review.

☐ Name and Address of Manufacturer. Provide the legal name and complete physical address, and website URL if available, of the manufacturer of the product.

☐ Name and Address of Fulfillment Company. Provide the legal name and complete physical address, and website URL if available, of the fulfillment company.

☐ Seller Company Name. Provide the legal name and address of the company that owns the product(s)/brands under submission.

☐ Product Sample. If requested, submit a full-sized, finished product sample unit for each proposed SKU for review.

☐ cGMP Compliance. Certificates may be requested showing that your manufacturing process and/or contract manufacturers comply with the FDA’s Current Good Manufacturing Practices.

☐ Certificates of Analysis. Certificates of analysis for your products may be requested to verify compliance with identity and finished product testing required pursuant to cGMP.

☐ Legal/Regulatory Actions. Provide copies of all warning letters, complaints, consent decrees, orders, or other documents related to legal, administrative, or regulatory proceedings, investigations, or actions relating to you or your product(s) and/or company.

☐ Insurance. Provide a Certificate of Insurance and policy endorsements as proof that you have procured and maintain liability insurance issued to your company as the brand owner, meeting the specified coverage requirements.

☐ Marketing Copy. Provide copies of all final marketing material copy for review.

Ensuring compliance with regulations and standards is crucial for a smooth and ethical product launch on GlobalProReview. If you have any specific questions or need further clarification, feel free to ask!