Reseller Terms & Conditions

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RESELLER TERMS & CONDITIONS

Last Updated: February 26th, 2024
Please review the Reseller Terms carefully. By registering to become a reseller, and each time you submit an order for the Product, you are agreeing to be bound by the Reseller Terms, as they may be amended or supplemented from time to time. Please check back on a regular basis for any updates or modifications to the Reseller Terms.

These Basic Health Brands Reseller Terms and Conditions (the “Reseller Terms”) are entered into and agreed to by and between Basic Health Brands, Inc. (“Company”), with headquarters at 885 Claycraft Road Columbus, Ohio 43230 and the person or entity registering (or attempting to register) as a reseller with Basic Health Brands, Inc. or submitting any order for Basic Health Brands Products (the “Product”) (each such person or entity, the “Reseller”).  If the person registering or ordering is acting on behalf of an entity, that entity shall be deemed the Reseller for purposes of these Reseller Terms.

THIS IS A BINDING AGREEMENT

By registering to become a reseller, and each time Reseller submits an order for the Product, Reseller is agreeing to be bound by these Reseller Terms.  These Reseller Terms will be effective as of the earlier of (i) the date upon which Reseller is approved by Basic Health Brands, Inc. as a reseller, and (ii) the date upon which Basic Health Brands accepts any order for the Product submitted by or on behalf of Reseller (the “Effective Date”).  As provided below, these Reseller Terms may be modified by Basic Health Brands from time to time by posting revised Reseller Terms on Basic Health Brands’s website.  Please check back regularly for any revisions, as they will apply to Reseller going forward.  Reseller can refer to the “Last Updated” legend at the top of this document to see when these Reseller Terms were last modified.    

NON-EXCLUSIVE APPOINTMENT; PURCHASE & RESALE

Non-Exclusive Appointment. Subject to the terms and conditions of these Reseller Terms, Basic Health Brands appoints Reseller, and Reseller accepts the appointment, as a non-exclusive reseller of the Product during the Term of these Reseller Terms, solely in accordance with the terms and conditions of these Reseller Terms.  Reseller acknowledges that Reseller is not the only reseller of the Product, and Basic Health Brands may, in its sole discretion, sell the Product to other resellers or sell the Product itself, in competition with Reseller.

Placing an Order; Shipping. To place an order, Reseller may order online through the reseller portal.  Alternatively, Reseller may call Basic Health Brands Monday thru Friday, 9:00 a.m. to 5:00 p.m. (EST, as applicable) at 614-863-3004, or Reseller may e-mail an order to sales@basichealthbrands.com.   All orders must be submitted by the case (a case contains 6 or 12 boxes).  Basic Health Brands will endeavor to arrange for (but does not guarantee) delivery to Reseller in US within 7-10 business days of receipt of payment (including shipping and handling charges where applicable. All other shipping requests are subject to approval by Basic Health Brands Inc. (in its sole discretion) and prepayment by Reseller of all related costs.  All orders made using Reseller’s online account or reasonably appearing to Basic Health Brands to be from Reseller shall be deemed orders from Reseller and for which Reseller is responsible under these Reseller Terms.

Resale Only for Personal Use; Approved Facilities & Websites.  Reseller will purchase the Product from Basic Health Brands solely for resale directly to Reseller’s customers for such customers’ personal use, and Reseller shall only sell the Product at the Reseller facilities and on Reseller’s own website (unless approved in advance by Basic Health Brands in writing).  Reseller shall not sell the Product to a third party for resale by that third party, or authorize or facilitate resale of the Product by any other person or entity (online or offline).  All sales by Reseller shall be only to end-use customers.

INTERNATIONAL ORDERS

Basic Health Brands and its websites are pleased to ship worldwide through our partner, GlobalShopex.com.  Simply add any items you wish to purchase in your shopping cart and choose the "International Checkout" option.  The global checkout page will allow you to see the cost of shipping and duties and taxes upfront. You may prepay duties and taxes when you check out or pay upon delivery.  If you prepay, there will be no additional funds collected upon delivery.  GlobalShopex handles the international checkout and shipping and will process your payment and guarantee delivery.  Once your order is completed, order status questions should be directed to GlobalShopex by emailing GSX Customer Care at customercare@globalshopex.com or by calling 1-786-391-4868.

WHICH COUNTRIES DO YOU SHIP TO?

International shipping is currently available WORLDWIDE. Our third party vendor, Global Shopex, will ship to all destinations around the world including APO / FPO addresses.

The Territory. Reseller shall not sell or offer to sell any Product to any person outside of the United States of America or Canada (the “Territory”) without the prior written consent of Company.

No Third Party Websites. Reseller shall not sell or offer to sell the Product via any e-commerce or auction platform or any other website other than Reseller’s own website. This includes, but is not limited to, Amazon, Walmart.com, eBay, Etsy, etc.    

Other Terms Won’t Apply.  Any terms in a purchase order or other document submitted by Reseller that vary from, are inconsistent with or are in addition to the terms of these Reseller Terms are null and void.  Reseller’s order will be effective if and when Basic Health Brands notifies Reseller that it has been accepted by Basic Health Brands.  No order will be effective until it has been accepted by Basic Health Brands.

No Warranties to Customers. Reseller agrees not to issue or make any warranties or guaranties with respect to any Product.  Reseller will not modify the Product labels, or obscure any information on the Product labels, in any way.  Reseller will not make any claims regarding the Product which do not appear on the label of the Product or in Basic Health Brands, Inc. Marketing Materials (as defined below). Without limiting the foregoing, Reseller will not make claims that the Product treats or is intended to treat, or has been approved for the treatment of, any diseases or conditions.

Number of Orders not Guaranteed; Other Products. Reseller does not have a right to purchase a specific amount of the Product, and Basic Health Brands reserves the right to refuse to fulfill any order.  Company also reserves the right to introduce new products, programs or prices at any time (and Reseller may only sell those products or participate in those programs with Basic Health Brand’s written approval), and to modify or discontinue any products at any time without liability to Reseller or any other party. 

Inspection; Return of Damaged Product. While all sales are final, Product that is damaged during shipping or that is otherwise defective at the time of delivery (each a “Defective Product”) may be returned to Basic Health Brands if Reseller notifies Basic Health Brands, Inc. of the damage or defect in writing (which may be by email) within fifteen (15) days of Reseller’s receipt of the Defective Product.  Reseller must pay all shipping and handling charges related to the return of any Defective Product.  Basic Health Brands will (at its option) replace the Defective Product or credit Reseller’s account for the purchase amount of the Defective Product.  The preceding sentence provides Reseller’s sole remedy and Basic Health Brand’s sole liability with respect to any Defective Product.  Reseller agrees that Reseller won’t reject all or any portion of a delivery due to any of the Products being damaged or defective.  This provision shall survive any termination of these Reseller Terms.

Transfer of Title and Risk of Loss. Title to and risk of loss for the Product pass to Reseller when the Product is placed into the possession of the carrier, at which point Basic Health Brands will have completed delivery.  

Delivery Dates are Estimates. Any delivery dates Basic Health Brands provides are estimates only, and Reseller agrees Basic Health Brands won’t be liable for any failure to deliver on a specific date.  Also, Basic Health Brands may deliver less than all of the Products ordered, and Reseller agrees to accept delivery of any order (or portion) as of the time of delivery.

PAYMENT AND TAXES

Reseller agrees to pay Basic Health Brands for Product upon placement of each order at Basic Health Brand’s then-current wholesale price for resellers.  All amounts payable under these Reseller Terms shall be in US Dollars.  Reseller is responsible for all taxes, duties, fees and charges, including but not limited to any of the foregoing that Reseller is required to deduct or withhold from any payment to Basic Health Brands, related to the sale of Product to, or resale of Product by, Reseller (other than taxes owed by Basic Health Brands on Basic Health Brand’s income).  Reseller agrees to provide to Basic Health Brands all receipts for any such withholding (to show that the required amount has been paid), if requested.  If Basic Health Brands is required to collect or remit any taxes, duties, fees or charges in connection with the sale of Product to Reseller, Reseller agrees to reimburse Basic Health Brands on demand.   

MARKETING & MARKETING MATERIALS

Use of Marketing Materials.  Basic Health Brands may, in its sole discretion, provide certain marketing, advertising and promotional materials (collectively, “Basic Health Brands Marketing Materials”) for Reseller’s use under the terms of these Reseller Terms.  Reseller will not use any marketing, advertising or promotional materials that reference the Product or any Basic Health Brands Trademark, other than the Basic Health Brands Marketing Materials, without Basic Health Brand’s prior written approval.

Compliance with Laws. Reseller agrees to comply with all laws and regulations of the specific jurisdiction(s) in which Reseller sells the Product, including but not limited to laws and regulations pertaining to labeling and marketing.  In addition to the other restrictions in these Reseller Terms, Reseller shall not make any claim respecting the Product or use any marketing materials (whether supplied or approved by Basic Health Brands or not) that are not in compliance with such laws and regulations.

Trademark Guidelines. Reseller will comply with all Trademark usage guidelines and marketing guidelines provided by Basic Health Brands from time to time.

Protecting Basic Health Brand’s Family of Brands. Reseller will not take any action in the conduct of its business or in the performance of these Reseller Terms that does, or reasonably could, reflect poorly upon or otherwise tarnish or harm the Product or the brand, goodwill, or reputation of Basic Health Brands.
Notification of Complaints.  Reseller will promptly notify Basic Health Brands of any complaint or adverse claim about any Product or the use of any Product of which Reseller becomes aware.  This provision shall survive any termination of these Reseller Terms.

Resale Locations. Reseller will, upon Basic Health Brand’s request from time to time during the Term, provide to Basic Health Brands a current and accurate list of all locations, including websites, where Reseller is selling the Product.

Maintaining Accurate Records. Reseller shall, during the Term and for a period of five (5) years thereafter, maintain accurate books, records, and accounts of all transactions and activities, and all of Reseller’s obligations, under these Reseller Terms, and permit Basic Health Brands to review such books, records, and accounts upon reasonable request.  This provision shall survive any termination of these Reseller Terms.

Reseller Licenses and Permits. Reseller shall, at its own expense, obtain and maintain all required licenses, certifications, credentials, and permits necessary to conduct its business and to resell the Product in accordance with these Reseller Terms.

Responsibility for Reseller Activities. Reseller is and will be responsible for all costs, expenses or liabilities arising out of Reseller’s sales, advertising or promotion of the Product.  This provision shall survive any termination of these Reseller Terms.

LICENSE GRANT & RESTRICTIONS

License to Use Materials and Trademarks. Subject to Reseller’s compliance with the terms and conditions of these Reseller Terms, Basic Health Brands grants to Reseller a non-exclusive, non-transferable and non-sublicensable license to use the Basic Health Brands Marketing Materials and the Basic Health Brands Trademarks, during the Term, solely for the purpose of promoting, advertising and reselling the Product in the Territory in accordance with these Reseller Terms.  “Basic Health Brands Trademark” means each trademark, trade name, service mark or logo provided by Basic Health Brands to Reseller for Reseller’s use as permitted in these Reseller Terms.  

Restrictions on Use. Reseller will only use Basic Health Brands Marketing Materials and Basic Health Brands Trademarks as permitted under these Reseller Terms, and Reseller will not use any trademark, trade name, service mark, logo or domain name that is similar to, or that contains any portion of, (i) a Basic Health Brands Trademark, or (ii) any other trademark, trade name, service mark, logo or domain name used or owned by Basic Health Brands (or for which Basic Health Brands has applied for registration).  Reseller will promptly discontinue using or displaying, or will change the manner of use or display of, any Basic Health Brands Trademarks when requested by Company.  Reseller agrees not to modify or alter in any way any Basic Health Brands Trademark, Product packaging or Basic Health Brands Marketing Materials unless approved by Basic Health Brands in writing.

Intellectual Property Notices.  Reseller’s use of any Basic Health Brands Trademark must be accompanied by the following statement:  “The [Basic Health Brands TRADEMARKS] are trademarks of Basic Health Brands, Inc., and are used with permission.”  Reseller’s website must also include on all pages that reference the Product the following statement: “This site is not owned, operated or endorsed by Basic Health Brands, Inc.”  Reseller will not remove, obscure or alter any trademark, copyright, patent or other intellectual property notices or information contained on any Product packaging, Basic Health Brands Marketing Materials, or other materials provided by Basic Health Brands to Reseller.

INTELLECTUAL PROPERTY RIGHTS

Subject only to the limited licenses and rights granted to Reseller by Basic Health Brands in these Reseller Terms, Reseller acknowledges and agrees that Basic Health Brands and/or its licensors own and shall continue to own all right, title and interest in and to the Basic Health Brands Trademarks, the Product packaging, the Basic Health Brands Marketing Materials, and the Basic Health Brands websites and domain names, including but not limited to all intellectual property rights associated with any of the foregoing, and Reseller shall not acquire any ownership interest in any of the foregoing.  Reseller further acknowledges and agrees that Basic Health Brands and/or its licensors own and shall continue to own all, and Reseller shall not acquire any ownership interest in any, intellectual property rights in or pertaining to the Product.  All goodwill derived from the use by Reseller of Basic Health Brands Trademarks or other intellectual property shall inure to the benefit of Basic Health Brands and it licensors, as applicable.

CONFIDENTIALITY

During the Term, Reseller may have access to, or be provided with, non-public materials or information pertaining to Basic Health Brands or any of Basic Health Brands affiliates (collectively, “Confidential Information”).  Confidential Information includes, but is not limited to, information or data concerning customers, resellers, vendors, marketing or business plans or strategies, financial matters, trade secrets, designs, ideas, inventions, know-how, and any matter related to the business of Basic Health Brands or any of Basic Health Brands affiliates.   Reseller agrees to protect all Confidential Information, and to use the Confidential Information solely for purposes of fulfilling its obligations under these Reseller Terms.  Reseller will not disclose any Confidential Information to any employee or agent of Reseller except on a need-to-know basis and then only after such employee or agent has entered into a binding agreement with Reseller to protect the Confidential Information pursuant to terms at least as protective of Confidential Information as the provisions of this section.  If Reseller is required by law to disclose Confidential Information, Reseller will promptly notify Basic Health Brands.  Notwithstanding anything herein to the contrary, if, after such notification, Basic Health Brands is unsuccessful in obtaining a protective order or other judicial remedy to prevent or limit the disclosure, or if Basic Health Brands permits the disclosure in writing, Reseller is permitted to disclose only that portion of the Confidential Information required by law to be disclosed; however, Reseller shall otherwise continue to treat all such disclosed information as Confidential Information hereunder.

TERM & TERMINATION

These Reseller Terms shall commence on the Effective Date and shall continue until terminated by either party as provided herein (the “Term”).  These Reseller Terms may be terminated by either party for any reason or no reason at all by providing at least 30 days’ prior written notice to the other party.  If Basic Health Brands, in its sole discretion, determines that Reseller is or has been unprofessional in the conduct of its activities in connection with the sale of the Product, or if Reseller breaches its obligations under these Reseller Terms, Basic Health Brands may terminate these Reseller Terms immediately upon written notice (which may be by email).  Either party may terminate these Reseller Terms upon written notice to other Party at any time, to the extent permitted by applicable law, if the other party becomes insolvent, or shall make or seek to make an assignment for the benefit of creditors, or if proceedings in voluntary or involuntary bankruptcy shall be initiated by, on behalf of or against such other party (and, in the case of any such involuntary proceeding, not dismissed within ninety (90) days), or if a receiver or trustee of such other party’s property shall be appointed and not discharged within ninety (90) days.  Upon termination of these Reseller Terms, Reseller’s appointment as a Basic Health Brands reseller will terminate, all licenses granted by Basic Health Brands shall terminate, all rights granted by Basic Health Brands shall revert to Basic Health Brands, and Reseller will immediately (i) cease selling or otherwise distributing the Product, and (ii) cease displaying, advertising, promoting or using any Basic Health Brands Trademarks or Basic Health Brands Marketing Materials.   All provisions of these Reseller Terms that by their terms or nature are intended to survive the termination of these Reseller Terms shall so survive, including but not limited to the following:  Sections 3, 6, and 8, this sentence of Section 9, Sections 10 and 11.  

LIMITATION OF LIAIBLITY; NO WARRANTIES

ALL PRODUCT IS SOLD “AS IS.”  Basic Health Brands MAKES NO WARRANTIES, AND HEREBY DISCLAIMS ALL WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MIGHT ARISE FROM COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER Basic Health Brands NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR VENDORS (COLLECTIVELY, THE “Basic Health Brands PARTIES”), SHALL BE LIABLE TO RESELLER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE LOSSES OR DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS OR PROFITS) ARISING OUT OF OR RELATED IN ANY WAY TO THESE RESELLER TERMS OR ANY PRODUCT, THE SALE OF PRODUCTS TO RESELLER, OR RESELLER’S SALE OF PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR OTHERWISE, EVEN IF Basic Health Brands HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.

THE ENTIRE LIABILITY OF Basic Health Brands ARISING OUT OF OR RELATED TO THESE RESELLER TERMS SHALL NOT, IN ANY EVENT, EXCEED IN THE AGGREGATE THE AMOUNT PAID BY RESELLER TO Basic Health Brands DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.  NO CLAIM AGAINST Basic Health Brands MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CLAIM ARISES.

In no event will Basic Health Brands be liable for any damages arising out of a failure to perform under these Reseller Terms that arises out of any act outside of Basic Health Brands reasonable control.

The limitations on liability in these Reseller Terms shall apply notwithstanding any failure of the essential purpose of any remedy contained herein.  The parties agree that the disclaimers, exclusions and limitations of liability in these Reseller Terms form an essential basis of these Reseller Terms, and that, absent any of such disclaimers, exclusions or limitations of liability, the terms of these Reseller Terms, including, without limitation, the economic terms, would be substantially different.

GENERAL

Notices.  Each party shall deliver all notices and demands under these Reseller Terms in writing and addressed to the other party as follows:  

(i) for notices to Basic Health Brands, all notices must be sent to:

Basic Health Brands, Inc.

Attention:  Reseller Department
885 Claycraft Road
Columbus, Ohio 43230

Email address: sales@basicbrandsinc.com

(ii) for notices to Reseller, all notices will be sent to the address and email information provided in the registration process.

All notices shall be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (return receipt requested, postage prepaid).  Notice given by e-mail (with confirmation of transmission) is permissible where expressly stated in these Reseller Terms.   Either party may change the address and contact information by providing written notice (in accordance with these Reseller Terms) of such change.

Assignment. Reseller may not assign any of its rights or delegate any of its obligations under these Reseller Terms without Basic Health Brands prior written consent.

Reseller Representations and Warranties. Reseller represents and warrants that (i) Reseller has the right and authority to enter into and perform these Reseller Terms, (ii) its performance of these Reseller Terms will not violate any contract or order to which Reseller is a party, (iii) Reseller will at all times comply with all applicable laws and regulations, (iv) all information submitted by or on behalf of Reseller as part of the registration process (or otherwise) is true and correct, and Reseller will promptly notify Basic Health Brands of any change to any such information, and (v) Reseller will promptly update all account information with Basic Health Brands so that it accurately reflects Reseller’s current information.

Indemnification. Reseller agrees to indemnify, defend, and hold harmless, the Basic Health Brands Parties from and against any and all claims, suits, liabilities, losses, fines, penalties, damages and expenses (including attorneys’ fees and costs) arising out of or relating in any way to (i) Reseller’s breach of these Reseller Terms, (ii) Reseller’s business, (iii) Reseller’s advertising, promotional or sales activities, or (iv) Reseller’s negligence or willful misconduct.

Entire Agreement. These Reseller Terms set forth the entire understanding between Basic Health Brands and Reseller, and supersede any and all prior agreements, oral or written, between Basic Health Brands and Reseller with respect to the subject matter of these Reseller Terms.  There are no representations, warranties, covenants or other promises affecting these Reseller Terms that are not expressly set forth herein.  No waiver by either Basic Health Brands or Reseller of a right under these Reseller Terms shall be effective unless in writing signed by the party alleged to have made the waiver, and any valid waiver under these Reseller Terms will not constitute a waiver of any other right.

Independent Contractors. Basic Health Brands and Reseller are independent contractors and these Reseller Terms do not establish any relationship of partnership, joint venture, employment, franchise, or agency between Basic Health Brands and Reseller.  Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

Governing Law. These Reseller Terms shall be governed by and construed in accordance with the laws of Ohio, without regard to its conflict of law rules.  Basic Health Brands and Reseller agree to the exclusive jurisdiction and venue of the state and federal courts of Columbus, Ohio (the “Exclusive Jurisdiction Courts”) for the resolution of all disputes arising out of or related to these Reseller Terms, except that either party may bring and maintain in any court of competent jurisdiction (i) a suit for injunctive relief arising out of or related to these Reseller Terms, or (ii) an action to enforce any order from an Exclusive Jurisdiction Court.   The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Reseller Terms.

Modifications by Basic Health Brands or by Written Consent. RESELLER ACKNOWLEDGES AND AGREES THAT THESE RESELLER TERMS MAY BE MODIFIED BY Basic Health Brands FROM TIME TO TIME BY POSTING THE REVISED RESELLER TERMS ON THE OMAX HEALTH WEBSITE.

Reseller agrees to regularly visit the Basic Health Brands website to check for any updates or modifications to these Reseller Terms.  THE REVISED RESELLER TERMS WILL BE EFFECTIVE UPON POSTING BY Basic Health Brands, AND WILL APPLY TO RESELLER FROM THAT TIME FORWARD.  BY CONTINUING TO ACT AS A RESELLER, INCLUDING BUT NOT LIMITED TO BY ORDERING OR RESELLING ANY PRODUCT, AFTER REVISED RESELLER TERMS HAVE BEEN POSTED, RESELLER IS AGREEING TO BE BOUND BY THE THEN-CURRENT VERSION OF THESE RESELLER TERMS.  If Reseller does not wish to be bound by the revised Reseller Terms, Reseller is not authorized to place any additional orders and Reseller must notify Basic Health Brands that Reseller is terminating these Reseller Terms.  Except as expressly provided in this paragraph, these Reseller Terms may not otherwise be modified in any way without the written consent of both Basic Health Brands and Reseller.  Reseller can refer to the “Last Updated” legend at the top of this document to see when these Reseller Terms were last modified.

Severability. The invalidity or unenforceability of any provision in these Reseller Terms pursuant to any law or judicial decision shall not affect the validity or enforceability of any other provision of these Reseller Terms, and these Reseller Terms shall be construed as if not containing the provisions held invalid or unenforceable.

Cumulative Remedies. All rights and remedies provided in these Reseller Terms are cumulative and not exclusive, and the exercise by a party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available at law, in equity, or otherwise.
Equitable Remedies.  Reseller acknowledges and agrees that (a) a breach or threatened breach by Reseller of any of its obligations under these Reseller Terms would give rise to irreparable harm to Basic Health Brands for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Reseller of these Reseller Terms, Basic Health Brands shall, in addition to any and all other rights and remedies that may be available, be entitled to equitable relief, including injunctive relief, without any requirement to post a bond or other security.

Successors and Assigns. These Reseller Terms are binding on and inure to the benefit of the parties and their respective permitted successors and permitted assigns.

QUESTIONS AND CONTACT INFORMATION
sales@basicbrandsinc.com

Revised 2/26/2024
©Basic Health Brands, Inc. 2025