Authorized Reseller Policy

Kareway Product Inc. Authorized Reseller Policy

Revised Effective Date: March 1, 2026
Original Effective Date: May 1, 2025

Kareway Product Inc. (“Kareway”) hereby adopts this revised Authorized Reseller Policy (this “Policy”) to protect the brand reputation, quality standards, and consumer experience of its epielle products. This Policy applies to all Authorized Resellers of epielle products (the “Products”) in the United States of America.

1. Applicability and Agreement

By purchasing Products from Kareway or an authorized distributor for the purpose of resale, or by continuing to sell or offer for sale any Products after receiving this Policy, you (“Reseller”) acknowledge that you have read, understood, and agreed to adhere to these terms.

This Policy applies to all resales of the Products, regardless of how they were acquired (directly from Kareway, an authorized distributor, or otherwise). Continued purchase or resale constitutes ongoing acceptance of the Policy and any future amendments. Kareway may review Reseller’s compliance at any time and Reseller agrees to cooperate fully with any such review.

2. Authorized Sales Channels

  • End Consumers Only: Reseller is authorized to sell Products only to end consumers (“Consumers”) in the United States. A “Consumer” is the ultimate purchaser who buys for personal use and does not intend to resell the Products. Reseller may not sell or transfer Products to any person or entity that Reseller knows or has reason to know intends to resell them, nor in quantities greater than typical personal-use amounts.
  • No Online Marketplaces: Without Kareway’s prior express written consent, Reseller may not advertise, offer for sale, or sell Products on any third-party e-commerce marketplace platform, including but not limited to Amazon, eBay, Walmart Marketplace, or any similar platform.
  • Own Website Requirements: Reseller may sell Products on its own proprietary website or mobile application only after submitting a properly completed Online Seller Application (Exhibit A), receiving Kareway’s written confirmation, and complying at all times with the epielle Brand Guidelines and any applicable Online Sales Addendum.

3. Maintaining Product Integrity (Legal Grounds for Enforcement)

To preserve the “Material Difference” exception under U.S. trademark law (Lanham Act) and ensure Products remain “New,” “Authentic,” and fully warrantied, authentic Products must meet the following standards:

  • Quality Assurance & Handling: Products must be stored, handled, and shipped in accordance with Kareway’s instructions and industry standards for cosmetics/skincare (climate-controlled, sanitary, pest-free environment to prevent contamination or degradation).
  • Original Packaging: Sell Products only in their original, unaltered packaging. Relabeling, repackaging, bundling/unbundling, or any alteration is strictly prohibited without prior written approval.
  • Identification Integrity: Tampering with, defacing, removing, or altering any UPC code, batch/lot code, SKU, serial number, or other identifying information is prohibited.
  • Inspection & Reporting: Reseller must promptly inspect all Products upon receipt for defects, tampering, or damage and not offer defective Products for sale. Any issues must be reported to Kareway immediately.
  • Consumer Warranty & Returns: Only Products sold by Authorized Resellers through approved channels are covered by Kareway’s standardized Return Policy and consumer warranty. Products sold by unauthorized sellers lack these material benefits and are not considered “New” or “Authentic.”
  • Recalls & Safety: Reseller must cooperate fully with any product recall, safety notice, or consumer protection effort.

4. Intellectual Property License

  • Limited License: Reseller receives a limited, non-exclusive, non-transferable, revocable license to use epielle trademarks, copyrights, and other intellectual property solely for the authorized promotion and sale of Products in strict compliance with this Policy and epielle Brand Guidelines.
  • Automatic Revocation: Any failure to comply with this Policy results in the immediate and automatic revocation of this license. Reseller must immediately cease all use of epielle intellectual property.
  • Goodwill: Any goodwill arising from Reseller’s use of the IP inures exclusively to Kareway.

5. Reseller Obligations

  • Ethical Conduct: Conduct all business ethically, comply with all applicable laws, avoid deceptive or misleading advertising, and refrain from any conduct that could harm Kareway’s or the epielle brand’s reputation.
  • Reporting Unauthorized Sellers: Promptly notify Kareway of any suspected unauthorized resale or violation of this Policy.
  • Brand Guidelines: Comply fully with the current “epielle Brand Guidelines” (including pricing, marketing, imagery, and claims).
  • Cooperation: Cooperate with Kareway’s investigations, including providing records, permitting inspections of facilities/inventory, and disclosing information related to Product sales and handling.

6. Termination and Enforcement

Kareway reserves the right to revoke Authorized Reseller status at any time, for any reason or no reason, with or without notice. Upon revocation, Reseller must immediately cease all sales, advertising, and use of epielle IP.

Violation of this Policy may result in:

  • Automatic termination of authorization
  • Legal action for trademark infringement, unfair competition, or other remedies under U.S. law
  • Forfeiture of all rights under this Policy (including warranty coverage for sold Products)

Notice of Enforcement RESELLERS WHO FAIL TO COMPLY FORFEIT THE RIGHT TO SELL EPIELLE PRODUCTS AND USE THE EPIELLE BRAND. KAREWAY WILL VIGOROUSLY ENFORCE THIS POLICY.

Governing Law

This Policy shall be governed by the laws of the State of California, without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the state or federal courts located in Los Angeles County, California.

Exhibit A – Online Seller Application If you wish to sell on your own proprietary website, please request from your Kareway sales contact.