Updated February 27, 2023

1. Overview

Thank you for your interest in becoming a merchant on the Goodnature wholesale online marketplace for juice companies, restaurants, and other retailers (collectively, “Retailers”) accessible through its website (the “Site”) and mobile application (collectively, the “Application”) (together, the “Services”). Throughout these Merchant Terms of Service (“Merchant Terms”), the terms “Goodnature,” “us,” and/or “we” refer to Goodnature Products, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Merchant. These Merchant Terms, along with Goodnature Terms of Service, and Privacy Policy, govern your sale of products as a Merchant through the Services. These Merchant Terms reference and link to various Goodnature policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Merchant Terms. You hereby acknowledge and agree to the terms set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Merchant Terms, the word “include” or “including” means “including, but not limited to”.

2. Key Definitions

1. “Merchant” means a seller who offers to sell and/or sells its products to Retailers through the Services. The term “Merchant” also includes “Distributor” as defined below.
2. “Distributor” means a seller who offers to sell and/or sells a third party brand’s products to Retailers on the Services under express, valid and continuous authorization from such third party brand.
3. “Retailer” means a buyer who purchases products through the Services for the purpose of resale, or for the purpose of being consumed in a derivative product for sale (for example, as an ingredient in a food or beverage), or for direct consumption.

3. Account Registration – Merchant Account

1. Merchant Account. To sell products through the Services as a Merchant, you must submit an application to become a merchant and be approved by Goodnature for an account (“Merchant Account”), as further set forth in the General Terms. By accepting these Merchant Terms and providing the requested information (including any necessary documentation evidencing product compliance and safety, and if you are a Distributor, proof that you have the necessary rights from applicable third party brands whose products you seek to distribute on the Services) during the Merchant application process (as detailed in the General Terms), you authorize Goodnature and its affiliates and payment processors to settle and disburse funds to you and on your behalf, and on behalf of any third party suppliers whose products you seek to distribute on the Services. You acknowledge that Goodnature is not obligated to accept you as a Merchant. You hereby release Goodnature from any liability regarding the acceptance process.
2. Geographic Region. At this time, all products offered for sale on the Services are available to businesses purchasing for shipment to US addresses, only. Additionally, all products offered for sale on the Services must be available to all retailers in the US, regardless of which specific state, city, or region they are based. Sales may not be limited to certain regions of the US at this time.
3. Distributors. If you intend to distribute a third party brand’s products on the Services, you must obtain express written consent from the applicable third party brand. Such consent must include all relevant third party brand details (including, without limitation, brand name, products to be sold, and relevant contact information), all of which Goodnature requires for legal and quality purposes. As a Distributor, you acknowledge and agree that a third party brand may in its discretion choose to list its products directly on the Services, in which case the relevant products would be removed from your listing as a Distributor.

4. Onboarding

1. Shop Page. Each Merchant has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Shop Page”). Goodnature will create and design your Shop Page with the information you provide (or you may do so yourself if certain self-onboarding features are available in our discretion, except that such self-onboarding features do not apply to Distributors unless otherwise authorized by Goodnature in writing in its sole discretion). You agree that Goodnature may adjust, edit or remove content you submit in order to comply with Goodnature’s internal specifications and requirements. Goodnature reserves the right to approve the final look and feel of your Shop Page in its sole discretion. To have Goodnature create your Shop Page, you must provide a line sheet, high resolution photography (product and lifestyle) in accordance with Goodnature’s photography guidelines, and your minimum order number, all described below. Goodnature may ask for additional information as needed. As soon as your Shop Page is created, Goodnature will send you an activation email.
2. Stripe Connect. Each Merchant will be required to onboard to Goodnature’s Stripe Express account. Connecting through Stripe Express will enable instant, automatic transfer each time an order is paid for and accepted by the Retailer. Individual transfers may be viewed in the Merchant’s Stripe Express dashboard. The Merchant will be responsible for providing Stripe the necessary information to payout funds to the Merchant’s bank.
3. Line Sheet. As part of the onboarding process, you are required and agree to submit to Goodnature a line sheet of your product catalog containing the following information: (i) product name; (ii) individual or prepack; (iii) product variations; (iv) case size; (v) wholesale price; (vi) retail price; (vii) product descriptions; and (viii) whether products are active or inactive. The line sheet must be in accordance with Goodnature’s Product Guidelines.
4. High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products in accordance with Goodnature’s photography guidelines. Photographs that could reasonably be considered objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by Goodnature, and Goodnature will select the best quality and most appropriate photographs for your Shop Page. Goodnature reserves the right to reject content that violates Goodnature’s guidelines or these Merchant Terms.
5. Order Minimums. You may set minimum order quantities for your products. If you wish to have minimum order quantities, you agree to provide Goodnature with your order minimum, which will be displayed on your product listings.
6. Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. Goodnature reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Shop Page for the purpose of informing Retailers, who may rely on it when making a purchase. You may edit your lead time in your Merchant Account settings.

5. Content License, Representations and Warranties

1. License. In connection with your use of the Services, you hereby grant to Goodnature a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your content on, through or by means of the Services and any of Goodnature’s advertising, marketing, publicity and other initiatives and events. Goodnature does not claim any ownership rights in any of your content and nothing in these Merchant Terms will be deemed to restrict any rights that you may have to use and exploit your content. You hereby agree that Goodnature may at its option, grant a limited, revocable sublicense to Retailers to use your content on their website for the sole purpose of promoting products purchased from you through the Services.
2. Representations and Warranties. You acknowledge and agree that you are solely responsible for all content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to Goodnature the rights in such content as contemplated under these Terms (including, without limitation, all rights, licenses, consents and releases from applicable third party brands if you are a Distributor); and (ii) neither the content nor your posting, uploading, publication, submission or transmittal of the content or the use by Goodnature or a Retailer of the content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any content you provide and its accuracy. Goodnature takes no responsibility and assumes no liability, and you hereby release Goodnature from any such liability related to any content posted or otherwise made available by you, and you agree to indemnify Goodnature per the terms of the Indemnification section herein.

6. Product Listing and Compliance

1. Product Listing. Goodnature requires each Merchant to list their entire wholesale catalog, unless otherwise agreed in writing by Goodnature, and provide a description for each product. Goodnature reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Merchant's available products will at all times comply with Goodnature’s Product Guidelines regarding prohibited products.
2. Product and Content Compliance. All products made available on Goodnature, and related content, must meet Goodnature’s Product Guidelines, found here. You acknowledge and agree to: (i) abide by Goodnature’s Product Guidelines and to refrain from making available any prohibited products identified in Goodnature’s Product Guidelines; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including (a) that they are allowed to be sold from your jurisdiction and into the Retailer’s jurisdiction and (b) if you are a Distributor, that you are properly authorized to do so by the applicable third party brand(s). You acknowledge and agree that Goodnature is not responsible for determining whether you meet the above requirements, you hereby release Goodnature from any liability with respect thereto and agree to indemnify Goodnature as set forth in the Indemnification section set forth below. Failure to comply with Goodnature’s Products Guidelines may result in the temporary suspension or permanent termination of your Merchant Account, in our sole discretion.

7. Product Pricing

1. Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will be consistent with all other wholesale and retail channels where your products can be found in the US.
2. Price Audits. You acknowledge and agree that Goodnature may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Retailers. In the event a discrepancy is found, Goodnature may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, Goodnature reserves the right to temporarily suspend or permanently terminate your Merchant Account.

8. Returns

1. Returns. Wholesale quantity items are not returnable by default, but the Merchant may accept returns if they choose to. In the case of issuing a refund, the Merchant must initiate the refund through their Merchant dashboard or contacting Goodnature. Merchant is responsible for all fees associated with an approved return. In the event of a return, Goodnature will return the collected platform fee to the customer as part of the transaction. 

9. Commissions and Payout Schedule

1. Acceptance of Terms. By accepting these Merchant Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize Goodnature and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your Stripe account. If you are a Distributor, you acknowledge and agree that you have the power and authority to agree to the foregoing with respect to all third party brands whose products you distribute on the Services.
2. Percentage. Unless otherwise agreed by Goodnature in writing, Goodnature charges Merchants a Commission of 15% on all orders. Certain categories of products and a Merchant’s location may result in a Commission structure different from the foregoing, which will be communicated to you during onboarding or creation of your Merchant Account. All credit card processing fees are included in the Commission and are paid by Goodnature.
3. Calculation. Commissions are calculated based on the dollar amount of the order total, excluding shipping costs and taxes.
4. Taxes. Goodnature is responsible for assessing, collecting, and remitting sales tax on all orders that are placed on the Goodnature Marketplace.
5. Payout Schedule. Goodnature immediately and automatically transfers eligible funds to the Merchant upon Merchant’s acceptance of an order including the Merchant’s products. Goodnature is not responsible for any actions taken by Stripe or your bank that may result in some or all of the funds not being made available to you. Goodnature reserves the right to suspend payouts to your account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity. In addition, as set forth below, Goodnature will reimburse you for your shipping costs.

10. Shipping - Costs, Lead Times, Shipping Providers, Damaged Products

1. Shipping Costs. Merchants have the option to use “Ship with Goodnature” for Goodnature negotiated discounted shipping rates. Shipping costs will be automatically deducted from the payment transfer if the Merchant chooses to Ship with Goodnature. Shipping costs charged by Merchant may not be inflated in any way. For the avoidance of doubt, Goodnature is not responsible for handling transport or customs clearance of any Merchant products.
2. Tracking Number. You will be asked by Goodnature for, and you agree to provide within your account, tracking information for each order if not Shipping with Goodnature. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), Goodnature will automatically send an email to the Retailer letting them know the order is on its way. 
3. Damaged or Missing Products. Retailers are responsible for reaching out to you through the Services to try to resolve issues relating to damaged or missing items in an order. Goodnature will notify you if a Retailer reports to Goodnature directly that a product is damaged or if an order is missing items. Goodnature will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release Goodnature from any liability with regard thereto. Goodnature reserves the right to deduct payouts or reverse transfers to the account associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with Goodnature but we reserve the right to reject any dispute/claim created by you about the charge.
4. Shipping Insurance. Goodnature does not require you to purchase shipping insurance. However, Goodnature strongly recommends that you do so in order to facilitate any shipping dispute you have with a Retailer.

11. Inventory, Orders, Recalled Products

1. Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through your Merchant Account portal. It is your responsibility to keep your product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).
2. Orders. Goodnature will send you an email each time a Retailer places an order for your products. Your Merchant Account will also be updated with new order details. You will be able to review the order details and cancel the order. Orders are automatically accepted when they are submitted. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Merchant Account, in our sole discretion.
3. Right to Refuse. You have the right to refuse any order by a Retailer for any reason. Consistent refusal may impact your visibility and search placement within the Services to Retailers.
4. Recalled Products. You agree to immediately inform Goodnature if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Retailers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled. You agree to cover all expenses incurred in connection with any of your products being recalled.
5. No Circumvention. Once an order has been placed on the Site by a Retailer, you agree that you will fulfill all orders placed by such Retailer through the Services. You further agree to not influence Retailers to transact offline outside of the Services in any manner, or otherwise circumvent Goodnature’s process in order to transact orders with Retailers who were introduced to you through the Services offline or outside of the Services in any manner. Goodnature reserves the right to deactivate or terminate your account if you fail to abide by these terms.

12. Commitment to Quality and Service

1. Minimum Standards. Merchant and Retailer satisfaction is of utmost importance to the long-term health and success of the Goodnature community. Accordingly, Merchants are subject to the following minimum standards in connection with the Services:
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2. Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Merchant’s minimum standard requirements, Goodnature will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Retailers. Reviewed individually and as a whole, these metrics help Goodnature determine whether you are meeting Goodnature’s expectations on delivering a great experience for the Retailers. Such metrics also include:
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3. Volume Considerations. Goodnature takes volume consideration into account when calculating metrics. For example, if a Merchant has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over Goodnature’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
4. Evaluation. Goodnature typically evaluates a Merchant’s performance using the above metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Merchant Account and/or the extent of available data. Goodnature reserves the right to adjust its evaluation criteria as needed.
5. Accountability. If Goodnature determines that you are not meeting the minimum standards of quality and service, Goodnature may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Merchant Account. Goodnature also reserves the right to put limits on your Merchant Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Retailers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.
6. Suspended Accounts. If your Merchant Account is suspended for performance issues, you may appeal for re-activation by providing Goodnature with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If Goodnature in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Merchant Account is erroneous, you may contact Goodnature and explain why.

13. Promotion

Goodnature may feature certain Merchants, products and content at the top of their respective category, on Goodnature’s landing pages, in advertisements, email, social media accounts or in any other channels or media in its discretion. Goodnature may choose to bid on Merchant brand names and keywords relating to the Merchant’s products in advertising products and may create SEO optimized pages or campaigns for Merchant brands. Goodnature shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please contact us. Goodnature may also offer Merchants email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and Goodnature reserves the right to throttle or limit the number of emails sent to Retailers via such tools.

14. Product Liability Insurance

All Merchants are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Goodnature in such amount as is reasonable and customary for companies of comparable size and activities. Goodnature reserves the right to request proof of such insurance coverage and other relevant information at any time.

15. Indemnity

You agree to defend, indemnify, and hold Goodnature, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Merchant Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

16. Prohibited Uses

Goodnature will have the right to investigate and prosecute violations of these Merchant Terms to the fullest extent permitted by law. Goodnature may involve and cooperate with law enforcement authorities in prosecuting users who violate these Merchant Terms. You acknowledge and agree that Goodnature has no obligation to monitor your access to or use of the Services or content, or to review or edit any content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Merchant Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Goodnature reserves the right, at any time and without prior notice, to remove or disable access to any content that Goodnature, in its sole discretion, considers to be in violation of these Merchant Terms or otherwise harmful to the Services. Goodnature reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Goodnature suspects illegal activity may be taking place.

18. Termination

If you breach any of these Merchant Terms, Goodnature will have the right to temporarily suspend or permanently terminate your Merchant Account, and/or terminate these Merchant Terms and/or the General Terms, in its sole discretion and without prior notice to you. Goodnature reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Goodnature terminates these Merchant Terms for your breach, you will remain liable for all amounts due hereunder, and you are not released from liability concerning your products or use of the Services, as described in the Indemnity term above.  You may terminate your relationship with Goodnature at any time by contacting us or as otherwise indicated in your Merchant Account portal. Goodnature will take down your Shop Page as soon as practicable, and will close your Merchant Account once there has been an accounting of all monies due and owing.