Partake Foods Authorized Reseller Policy

This Authorized Reseller Policy (“Policy”) is issued by Partake Foods, Inc. (“Partake Foods,” “we,” “our,” “us”) and applies to all resellers of Company products (“Products”). Partake Foods maintains this Policy to protect its brand and intellectual property, to protect Product consumers, and to ensure its end customers receive safe and high quality Products, accurate Product information and pricing, and customer service that meets our standards. By purchasing Products for resale, you agree to comply with this Policy.

1.   Authorized Resellers. Only resellers who have received written authorization from Company (“Authorized Resellers”) may sell Products. Authorization is non-transferable. Authorized Resellers are appointed at Partake Foods's sole discretion and must agree to adhere to this Policy, as well as any terms or policies referenced herein, including but not limited to the Minimum Advertised Price (MAP) Policy.

2.   Pricing and Sales. Authorized Resellers will independently set their retail prices; however, they must not advertise or sell Products below the minimum advertised price ("MAP") established by Partake Foods, as set forth in the MAP Policy (as updated from time to time). Partake Foods may, from time to time, offer suggested retail prices, which Authorized Resellers may choose to follow.

3.   Sales Channels. Authorized Resellers will only sell the Products through retail stores and online platforms that have been expressly approved in writing by Partake Foods. Authorized Resellers will not sell the Products through any unauthorized channels or in any unauthorized jurisdictions, including but not limited to online marketplaces (including Amazon, eBay and Walmart Marketplace), auction sites, or physical retail locations not listed in the approved channels. Any sale of Products through unapproved channels or in unauthorized jurisdictions will be considered a material breach of this Policy. Authorized Resellers must seek and obtain Partake Foods's prior written consent before selling the Products in any new retail store, on any newonline platform, or within any new jurisdiction. 

4.   End Customers. Products purchased by Authorized Resellers are intended for sale to end customers only. Accordingly, Authorized Resellers will market, advertise, and resell the Product to end customers only. End customers are customers who purchase the Product for their personal use or consumption. Authorized Resellers are prohibited from reselling the Product to third-party resellers or distributors without prior written approval from Partake Foods.

5.   Intellectual Property and Brand Representation.  Authorized Reseller acknowledges and agrees that Partake Foods owns all proprietary rights in and to the Partake Foods brand, names, logos, trademarks, service marks, trade dress, copyrights, patents and other intellectual property related to the Products (the “Partake Foods IP”). Authorized Reseller is granted a limited, non-exclusive, non-transferable, revocable sublicense to use the Partake Foods IP solely for purposes of marketing and selling the Products as set forth herein and subject to Partake Foods’s prior approval in each instance (or as set forth in a written agreement between Partake Foods and Authorized Reseller). This sublicense will cease upon termination of Authorized Reseller’s status as an authorized reseller. All goodwill arising from Authorized Reseller’s use of the Partake Foods IP shall inure solely to the benefit of Partake Foods or its authorized licensors.  

6.   Brand Guidelines. Authorized Reseller’s use of the Partake Foods IP will be strictly in accordance with any guidelines that may be provided by Partake Foods from time to time and must be commercially reasonable as to the size, placement, and other manners of use.  Partake Foods reserves the right to review and approve, in its sole discretion, Authorized Reseller’s use or intended use of the Partake Foods IP at any time, without limitation.  Authorized Reseller will not create, register, or use any domain name or any mobile application that contains any Partake Foods product name or any trademark owned by or licensed to Partake Foods, nor a misspelling or confusingly similar variation of any Partake Foods product name or any trademark owned by or licensed to Partake Foods. 

7.   Product Packaging and Customer Service. 

1.   Authorized Reseller will only sell Products in their original packaging. Relabeling, repackaging, and other alterations to Products or their packaging are prohibited unless Partake Foods has explicitly agreed in writing. Authorized Reseller will not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.  

2.   Authorized Reseller will not represent or advertise any Product as “new” that has been returned open or repackaged.

3.   Promptly upon receipt of the Products, Authorized Reseller will inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”).  If any Defect is identified, Authorized Reseller must promptly report the Defect to Partake Foods.

4.   Authorized Reseller will store and ship Products in a manner that prevents damage to the Products or their packaging.

5.   Authorized Reseller will be familiar with the features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection of the Products, as well as any applicable warranty, guarantee, or return policy. Authorized Reseller will ensure that all staff involved in the sale of Products receive adequate training on Product features, benefits, and proper use.

6.   Authorized Reseller will provide a high level of customer service and will be responsive to customer inquiries both before and after sale of the Products. Authorized Reseller will refer technical questions regarding the Products to Partake Foods.

7.   Authorized Reseller will cooperate with Partake Foods with respect to any Product tracking systems that may be implemented from time to time.

8.   Authorized Reseller will cooperate with Partake Foods with respect to any Product recall or other consumer safety information dissemination efforts.   

9.   Authorized Reseller will report to Partake Foods any customer complaint or adverse claim regarding the Products of which it becomes aware. Authorized Reseller will assist Partake Foods in investigating and resolving any such complaints or adverse claims.

8.   Products Quality and Safety.

1.   Authorized Reseller will not sell any Product with less than one hundred and five (105) days of shelf life remaining.

2.   Authorized Reseller will not sell any Product with packaging or ingredient formulations that have been discontinued by Partake Foods.

3.   Authorized Reseller will store and ship Products at temperatures not to exceed one hundred and fifty five degrees Fahrenheit (155 F).

9.   Limited Warranty. Partake Foods provides a limited warranty for the Products sold by Authorized Resellers, as set forth in the applicable limited warranty terms. Authorized Resellers are not authorized to modify the warranty terms or offer any additional warranties beyond what is provided by Partake Foods. A warranty is valid only for Products sold by Authorized Resellers. Products sold by unauthorized sellers are not eligible for warranty coverage provided by Partake Foods. Authorized Resellers must clearly inform customers of the warranty coverage and ensure that warranty information is provided with each Product sold.

10.  Compliance with Laws. Authorized Resellers must comply with all applicable laws, regulations, and ordinances in the conduct of their business.

11.  Governing Law. This Policy shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provisions.

12.  Termination. If Authorized Reseller violates this Policy, Partake Foods reserves the right to take any action with respect to an Authorized Reseller that violates this Policy, including but not limited to auditing for compliance with the Policy, requesting documentation evidencing compliance with the Policy, imposing penalties, indefinitely refusing to accept new orders or cancelling pending orders, terminating the Authorized Reseller's rights to sell Products, removing Authorized Reseller from any online marketplace, and pursuing all available legal remedies.  Unless otherwise agreed in writing, if Authorized Reseller's right to sell Products is terminated, Authorized Reseller must immediately cease sale of Products and use of Partake Foods intellectual property on any online or written advertisement or marketing. 

13.  Modifications. Partake Foods reserves the right to amend or modify this Policy at any time. Authorized Resellers must comply with the updated terms. Unless otherwise provided, such amendments will take effect immediately and Authorized Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Partake Foods IP, or use of any other information or materials provided by Partake Foods to Authorized Reseller will be deemed Authorized Reseller’s acceptance of the amendments, this Policy, the MAP policy and brand guidelines.

LAST UPDATED: 9/12/2025