Master Supply Agreement

MASTER SUPPLY AGREEMENT

This Master Supply Agreement (“MSA”) is entered into between AlgaeCal (as defined below) and Customer (as defined below).

  1. DEFINITIONS
    1. “AlgaeCal” means AlgaeCal Inc.
    2. “AlgaeCal IP” means collectively AlgaeCal’s:
      1. Intellectual Property; and
      2. IP Documentation.
    3. “AlgaeCal Products” means products distributed by AlgaeCal to Customers from time to time.
    4. “Confidential Information” means any information that is treated as confidential by a party, its Affiliates or Representatives, whether in oral, written, electronic, or other form or media, whether or not such information is marked, designated, or otherwise identified as “confidential,” and includes any information that due to the nature of its subject matter or circumstances surrounding its disclosure would reasonably be understood to be non-public, confidential, or proprietary, including, without limitation:
      1. Intellectual Property;
      2. all information concerning past, present and future business affairs of a Party (as defined below) including finances, customer information, supplier information, products, services, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets and business, marketing, research, development, sales and other commercial strategies;
      3. all information concerning unpatented inventions, ideas, methods, discoveries, know-how, Trade Secrets, unpublished patent applications, invention disclosures and invention summaries;
      4. all designs, specifications, documentation, components, source code, object code, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes and other visual depictions, in whole or in part, of any of the foregoing; and
      5. all notes, analyses, compilations, reports, forecasts, studies, samples, data, statistics, summaries, interpretations and other materials that contain, are based on, or otherwise reflect or are derived from, any of the foregoing in whole or in part.

      Confidential Information does not include information that:

      1. was already known by, or in the possession of, the receiving party, its Affiliates or Representatives without restriction on use or disclosure before the Effective Date;
      2. was, or is, independently developed by the receiving party without reference to, or use of, any of the disclosing party’s Confidential Information;
      3. was, or becomes generally known by, the public other than as a result of any breach of this Agreement, or other wrongful act of the receiving party, its Affiliates or Representatives; or
      4. was, or becomes available to, the receiving party, its Affiliates or Representatives received by the receiving party from a third party who was not, at the time, and to the knowledge of the receiving party, under an obligation to the disclosing party, its Affiliates or Representatives, or any other Person to maintain the confidentiality of such information.
    5. “Customer” means a Business or Health Care Professional that orders AlgaeCal Products from time to time.
    6. “Customer Sales Conditions” means the terms and conditions set out in Schedule “A” hereto.
    7. “Customer Product and Service Conditions” means the terms and conditions set out in Schedule “B” hereto.
    8. “End User” means a Person that purchases AlgaeCal Products from the Customer.
    9. “Intellectual Property” means intellectual property of whatever nature and kind, in any jurisdiction, whether tangible or intangible, registered or unregistered, including all patents, Trade Secrets, industrial designs, copyrights, patentable and un-patentable inventions, formulae, works of authorship or expression, processes, technology techniques, know-how, research and technical data, studies, instructions, guides, manuals, designs, reports, software, computer programs, data collections and databases, any documentation related to any of the foregoing and any and all rights for the registration or legal protection of the foregoing.
    10. “Intellectual Property Rights” means all industrial and other intellectual property rights comprising of or relating to Intellectual Property and all industrial and other intellectual property rights, all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection under the laws of any jurisdiction in any part of the world.
    11. “IP Documentation” means all documentation necessary for the use of Intellectual Property Rights.
    12. “IP Materials” means collectively:
      1. Intellectual Property; and
      2. IP Documentation.
    13. “MSA” means the Master Supply Agreement entered into between AlgaeCal and Customer.
    14. “Order Form” means the ordering method used between AlgaeCal and Customer for the purchase of the AlgaeCal Products. The Order Form incorporates the terms of this Agreement and states fees payable and other terms and conditions for the transaction. Order Forms may be electronic in nature, completed via phone, or via order through the website.
    15. “Parties” means AlgaeCal and Customer and “Party” means either of them.
    16. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
    17. “Trademarks” means all rights in, and to, trademarks, trade dress, trade and business names, brand names, logos, design rights, corporate names and domain names and other similar designations of source, sponsorship, association, or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection in any part of the world.
    18. “Trade Secrets” means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein.
  2. GOVERNING AGREEMENT
    1. The terms of this MSA are incorporated into any order entered into between AlgaeCal and Customer.
  3. ENTIRE AGREEMENT
    1. Unless specifically otherwise agreed by the Parties in writing, this MSA and any Order Form shall form the entire agreement between the Parties and shall supersede all prior agreements, understandings and negotiations with respect to the matters referred to therein.
    2. Amendments, changes or modifications to this MSA or any Order Form shall be valid upon the submission of the order form and acknowledgement of this MSA completed during the registration and/or Order Form.
  4. CUSTOMER ACCOUNT

    5. When Customer creates an account on the AlgaeCal website it agrees to the following:

    1. Customer is solely responsible for its account and the security and privacy of its account, including passwords or sensitive information attached to that account; and
    2. All personal information Customer provides to AlgaeCal through its account is up to date, accurate and truthful and that Customer will update Customer personal information if it changes.
    3. The following goods are available on our Sites:
      • Bone Health Supplements
      • Bone Health Educational Materials
      • Bone Health Marketing Materials (display stands, totes etc)

    This agreement applies to all the goods that are displayed on our Sites at the time you access it. This includes all products listed as being out of stock. All information, descriptions, or images that we provide about our goods are as accurate as possible. However, we are not legally bound by such information, descriptions, or images as we cannot guarantee the accuracy of all goods we provide. You agree to purchase goods from our Sites at your own risk.

  5. INTELLECTUAL PROPERTY

    6. Customer acknowledges and agrees that:

    1. AlgaeCal owns all proprietary rights in and to the AlgaeCal IP;
    2. It is granted a limited, non-exclusive, non-transferable, revocable license to use the AlgaeCal IP solely for purposes of marketing and selling the AlgaeCal Products as set forth herein;
    3. This license will cease upon termination of the agreement by AlgaeCal;
    4. All goodwill arising from its use of the AlgaeCal IP shall inure solely to the benefit of AlgaeCal;
    5. Its use of the AlgaeCal IP shall be in accordance with any guidelines that may be provided by AlgaeCal from time to time and must be commercially reasonable as to the size, placement and other manners of use;
    6. AlgaeCal reserves the right to review and approve, in its sole discretion, its use or intended use of the AlgaeCal IP at any time, without limitation;
    7. In marketing the AlgaeCal Products, Customer shall only use images of AlgaeCal Products either supplied by or authorized by AlgaeCal and shall ensure that all AlgaeCal Product images and descriptions are accurate and up to date; and
    8. It shall not create, register, or use any domain name, social media screen name, or mobile application name that contains any AlgaeCal Product name or trademark, nor a misspelling or confusingly similar variation of any AlgaeCal Product name or Trademark.
  6. LIMITATION ON REPRESENTATIONS
    1. Except as expressly set out herein:
      1. AlgaeCal does not make any representations or warranties (express, implied, statutory or otherwise) in respect of the effectiveness of AlgaeCal Products; an
      2. AlgaeCal disclaims all other warranties, express, statutory, implied or otherwise.
    2. The UN Convention on Contracts for the International Sale of Goods (1980) (as amended from time to time) shall not apply to the MSA or any transactions relating thereto.
  7. CUSTOMER CONDITIONS

    8. Customer will comply with the:

    1. Customer Sales Conditions; and
    2. Customer Product and Service Conditions.
  8. PAYMENTS
    1. AlgaeCal accepts the following payment methods:
      1. Credit Card;
      2. Wire Transfer
    2. When Customer provides AlgaeCal with Customer payment information, Customer authorizes AlgaeCal`s use of, and access to, the payment instrument Customer has chosen to use. By providing AlgaeCal with Customer payment information, Customer authorizes AlgaeCal to charge the amount due to this payment instrument.
  9. SHIPPING AND DELIVERY

    10. AlgaeCal’s shipping and delivery terms are set out in Schedule “C”.

  10. ALGAECAL CUSTOMER SERVICE CENTER

    11. AlgaeCal will maintain and operate a Customer Service Center to provide support to the Customers and their End Users. The Customer Service Center’s hours of operation will be based on AlgaeCal’s usual operating hours.

  11. CONSUMER PROTECTION LAW

    12. Where the Business Practice and Consumer Protection Act, or any other consumer protection legislation in Customer jurisdiction applies and cannot be excluded, these terms and conditions will not limit Customer legal rights and remedies under that legislation. These terms and conditions will be read subject to the mandatory provisions of that legislation. If there is a conflict between these terms and conditions and that legislation, the mandatory provisions of the legislation will apply.

  12. RETURN OF EDUCATIONAL AND MARKETING MATERIALS

    13. Customer will return all educational and marketing materials provided to it by AlgaeCal within thirty (30) days of ceasing to sell AlgaeCal Products to its End Users.

  13. INDEMNITY AND LIMITATION OF LIABILITY
    1. Except where prohibited by law, Customer will indemnify and hold harmless AlgaeCal and its directors, officers, agents, employees, subsidiaries and affiliates from any actions, claims, losses, damages, liabilities and expenses including legal fees arising out of Customer breach of the MSA.
    2. In no event shall AlgaeCal be liable to Customer whether in contract or in tort or under any other legal theory (including, without limitation strict liability and negligence) for lost profits or revenues or similar economic loss, or for any indirect, special, incidental, consequential, punitive, or similar damages, arising out of, or in connection with, the performance or non-performance of this policy and the sale of AlgaeCal Products.
    3. With regard to claims by third parties, each Party shall indemnify the other to the extent the misconduct or negligence of the indemnifying Party causes liability to the other Party. Customer shall indemnify AlgaeCal against any claims by Customer`s End Users for breach of the End User`s contract with Customer, or that AlgaeCal has any direct liability to Customer for anything arising under, or based on its performance under this policy.
    4. AlgaeCal shall not be liable to Customer for indirect, incidental, consequential, aggravated, exemplary or punitive damages of any kind, including, without limitation, claims, losses and liabilities for loss of revenue, profit or use of capital, production delays, loss of product, losses resulting from failure to meet other contractual commitments or deadlines and downtime of facilities, directly or indirectly arising out of this MSA or any Order Form, whether liability for same arises in contract, tort (including negligence), statute or otherwise.
    5. In no event shall AlgaeCal’s liability under any claims made by Customer exceed the total amount of fees paid by Customer to AlgaeCal within six (6) months prior to the date the claim arose (or, if less than six (6) months has transpired since the date of the start of purchases, the fees paid through such date) relating to the AlgaeCal Products.

    6. No action, regardless of form, arising out of or in connection with this policy may be brought by Customer more than one (1) year after the first to occur of:

      1. the termination or sales to Customer; or
      2. the event giving rise to such cause of action.
    7. Customer shall be solely responsible for, and AlgaeCal shall have no responsibility for payment items disputed by Customer End Users, except where caused by AlgaeCal’s gross negligence or willful misconduct.
  14. GOVERNING LAW AND JURISDICTION

    15. The MSA shall be governed by, and interpreted in accordance with, the laws of British Columbia, and the Parties hereby expressly attorn to the exclusive jurisdiction of the courts of British Columbia with respect to all matters relating to the MSA and any Order Forms. The UN Convention on Contracts for the International Sale of Goods (1980) (as amended from time to time) shall not apply to the MSA or Order Forms or any transactions relating thereto.

  15. SEVERABILITY

    16. If at any time, any of the provisions set forth in these terms and conditions are found to be inconsistent or invalid under applicable laws, those provisions will be deemed void and will be removed from these terms and conditions. All other provisions will not be affected by the removal and the rest of these terms and conditions will still be considered valid.

  16. PRODUCT RETURNS AND REFUNDS

    17. AlgaeCal wants you to be completely satisfied with your experience so we have made returning or exchanging products easy. Terms are set out in Schedule “D”.

  17. CONTACT DETAILS

    18. AlgaeCal’s contact details are as follows:

    • Phone: 1-844-618-1700
    • Email: [email protected]
    • Mailing address: #118 - 1231 Pacific Blvd Vancouver, BC V6Z 0E2 Canada

SCHEDULE “A”
CUSTOMER SALES CONDITIONS

  1. Authorized Customers. Customer is authorized to sell AlgaeCal Products only to End Users. Customer shall not sell or transfer AlgaeCal Products to any Person the Customer knows or has reason to know intends to resell the AlgaeCal Products. Customer shall not sell or transfer a quantity of the AlgaeCal Products to any individual greater than that typically purchased for personal use. Customer shall not sell, ship, or promote the AlgaeCal Products outside the United States of America (and/or Canada) without AlgaeCal’s prior written consent.

  2. Online Sales. Customer shall not offer for sale or sell AlgaeCal Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Walmart Marketplace, Target+, Sears Marketplace, Kroger Marketplace, Overstock or Google Shopping), mobile application, or other online forum without the prior written consent of AlgaeCal. Where authorization is granted to sell online in writing by AlgaeCal, AlgaeCal Products must not be visible or searchable outside of the authorized parties website or platform. Sales can only be made within Customer`s patient/client base.

  3. Sales Practices. Customer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Customer shall not make any warranties or representations concerning the AlgaeCal Products except as expressly authorized by AlgaeCal. Customer shall comply with all applicable laws, rules, regulations and policies:

    1. applicable to Customer’s business; and/or
    2. related to the marketing and sale of the AlgaeCal Products.

    Customer shall represent the AlgaeCal Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of AlgaeCal or the AlgaeCal Products. Customer shall not advertise, market for sale, display, or otherwise demonstrate non-AlgaeCal products together with the AlgaeCal Products in a manner that would create the impression that the non-AlgaeCal products are made by, endorsed by, or associated with AlgaeCal. Customer shall only purchase AlgaeCal Products from AlgaeCal.

  4. Right to modify Customer order. AlgaeCal reserves the right to modify, reject or cancel Customer order whenever it becomes necessary. If AlgaeCal cancels a Customer order and have already processed Customer payment, it will give Customer a refund equal to the amount Customer paid. Customer agrees that it is Customer responsibility to monitor Customer payment instrument to verify receipt of any refund.

  5. Minimum Advertised Price You are expected to adhere to the AlgaeCal Inc. Minimum Advertised Price Policy This policy has been designed to protect our brand and the integrity of our authorized distribution channels.

  6. Minimum Advertised Price Requirements: You are prohibited from advertising a price lower than the stipulated MAP. This policy is to ensure that our product is not devalued and maintains its brand reputation.

SCHEDULE “B”
CUSTOMER PRODUCT AND SERVICE CONDITIONS

  1. Comply with all instructions provided by AlgaeCal regarding the storage, handling, shipping, disposal, or other aspect of the AlgaeCal Products, including instructions provided on AlgaeCal Product labels and as provided by AlgaeCal and, as may be amended by AlgaeCal from time to time.
  2. Exercise due care in storing and handling the AlgaeCal Products. AlgaeCal Products must be stored and handled in a manner that prevents contamination, damage and deterioration. AlgaeCal Products shall be stored in sealed packaging, off the floor and placed on pallets, racks, or shelves, all of which shall be maintained in a state of good repair. AlgaeCal Products must be handled at all times in accordance with good industrial hygiene and safety practices.
  3. AlgaeCal Products shall be stored tightly closed and in a cool, dry place, where the AlgaeCal Products are protected from direct sunlight, extreme heat and dampness. AlgaeCal Products must be stored in sanitary conditions, away from any volatile chemicals and in a pest-controlled environment. To the extent certain AlgeCal Products specify special storage conditions, such as temperature or humidity, suitable storage facilities shall be provided and controlled and special precautions taken for shipment.
  4. Inventory of AlgaeCal Products shall be managed on a “first-expired, first-out” (“FEFO”) basis, with older inventory being sold before newer inventory of the same AlgaeCal Product.
  5. Sell AlgaeCal Products in their original packaging with all seals intact. Relabeling, repackaging (including the separation of bundled AlgaeCal Products or the bundling of AlgaeCal Products), misbranding and other alterations to AlgaeCal Products or their packaging are not permitted. Customer shall not offer subscriptions for AlgaeCal Products without the express, written consent of AlgaeCal.
  6. Do not remove, translate, or modify the contents of any label or literature on or accompanying the AlgaeCal Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on AlgaeCal Products or their packaging. For the avoidance of doubt, the original UPC code of the AlgaeCal Product must remain visible at all times and may not be altered in any way without the express permission of AlgaeCal. Do not dilute AlgaeCal Products.
  7. Do not resell any AlgaeCal Product that has been returned or repackaged. Reselling or labeling such AlgaeCal Products as “used,” “open box,” or other similar descriptors is strictly prohibited.
  8. Promptly upon receipt of the AlgaeCal Products, inspect the AlgaeCal Products and their packaging for damage, defect, broken seals, evidence of tampering, signs of contamination, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the AlgaeCal Product for sale and promptly report the Defect to Customer’s AlgaeCal account representative.
  9. Regularly inspect inventory of AlgaeCal Products that have a fixed shelf life for expired or soon-to-be expired AlgaeCal Products and do not sell any AlgaeCal Products that are expired.
  10. Be familiar with the special features of all AlgaeCal Products marketed for sale and obtain sufficient AlgaeCal Product knowledge to advise customers on the selection and safe and proper use of the AlgaeCal Products, as well as any applicable guarantee or return policy. Be available to respond to End User questions and concerns both before and after sale of the AlgaeCal Products and respond to End User inquiries promptly.
  11. Cooperate with AlgaeCal with respect to any AlgaeCal Product tracking systems that may be implemented from time to time.
  12. Cooperate with AlgaeCal with respect to any AlgaeCal Product recall or other End User safety information dissemination efforts.
  13. Report to AlgaeCal any End User complaint or adverse claim regarding the AlgaeCal Products and assist AlgaeCal in investigating any such complaints or adverse claims.
  14. Cooperate with AlgaeCal in the investigation and resolution of any quality or End User service issues related to the sale of the AlgaeCal Products, including disclosing information regarding AlgaeCal Product sources, shipment and handling.

SCHEDULE “C”
SHIPPING AND DELIVERY TERMS

When Customer purchases goods from AlgaeCal they include free standard shipping and handling for all orders going to the USA and Canada. Shipping is not included for orders to be delivered outside of the USA and Canada

  1. Shipping method and delivery time vary depending on order size, weight and shipping address. Please contact an AlgaeCal Customer Representative at 1-844-618-1700 to get more information.
  2. To check the status of Customer order, please use the tracking number included in Customer shipping confirmation email. This email could have been sent to a different folder within Customer email account so please ensure to check other folders. Customer can also contact AlgaeCal toll free at 1-844-618-1700 (USA/Canada) or directly 1-510-584-3857 (Int’l). Alternatively email us at [email protected] for assistance.
  3. If Customer purchases goods from AlgaeCal for delivery to a destination outside the USA or Canada, Customer purchase may be subject to import duties and taxes applied by the destination country. Customer is responsible for paying any such duties or taxes. Please contact the relevant local customs office for more information before making a purchase. AlgaeCal is not responsible for the payment of any such duties or taxes and is not liable for any failure by Customer to pay them.
  4. Customer is required to provide AlgaeCal with a complete and accurate delivery address, including the name of the recipient. AlgaeCal is not liable for the delivery of Customer goods to the wrong address or wrong person as a result of Customer providing AlgaeCal with inaccurate or incomplete information.
  5. In the event that a package is lost during shipping, the responsibility for filing a claim rests with the customer. The customer is required to file such claims directly with the carrier. The Company will provide reasonable assistance to the customer in the claims process by providing necessary shipping documentation and details; however, the Company is not liable for the loss of the package once it has been handed over to the carrier.
  6. The customer agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, successors, and assigns from and against any claims, liabilities, damages, losses, costs, and expenses (including, but not limited to, reasonable attorney's fees) related to any lost packages once such packages have been delivered to the carrier for shipment. This indemnification obligation will survive the termination or expiration of any sales agreement or service rendered by the Company.
  7. Notification of Shipping Issues: Customers must notify the Company within 5 business days of the expected delivery date if a package has not arrived or if there are any problems with the received package. The Company will use this information to assist with the carrier's claims process but this does not constitute an assumption of liability for lost packages.
    8. The Company will not be involved in disputes between the customer and the carrier regarding the shipment of products, except to provide necessary shipment details as mentioned above.
  8. Under no circumstances shall the Company be liable for any indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with lost packages during shipment, even if advised of the possibility of such damages.

SCHEDULE “D”
REFUNDS AND RETURNS

AlgaeCal wants you to be completely satisfied with your experience so we have made returning or exchanging products easy. Simply contact us to obtain a Return Merchandise Authorization (RMA) number, and return your unused or partially used bottles of AlgaeCal products for a 100% refund within 1 year from your purchase date.

  1. Refund contacts - you can reach us at:
    1. USA/Canada — 1-844-618-1700
    2. Int’l — 1-510-584-3857
    3. Email – [email protected]

    You will receive an email within 1 business day with the RMA number and instructions on how to return your product. All refunds will be processed within 12 business days of receiving the package. After a return has been processed, it may take up to 5 business days for the Bank to process the refund to the credit card.

    Important Notice: Packages returned without an RMA number won’t be accepted so please make sure to get one before sending it back. Return postage is the responsibility of the customer.

  2. Guarantees and Refunds

    3. The following guarantees apply to our Sites:

    1. Stronger Bones for Life Guarantee

      2. End Users who sign up and take the Bone Builder Program (AlgaeCal Plus and Strontium Boost) would be guaranteed to have measurable improvements in their bone density (via DEXA scan result) or they would receive a full refund of their Bone Builder Program costs from the previous scan.

      With the following conditions:

      1. Have a DEXA scan that is not more than 30 days old to establish a baseline measurement. (If DEXA scan is more than 30 days ago, guaranteed period will launch from next scan onward).
      2. Must take the Bone Builder Pack (AlgaeCal Plus and Strontium Boost) at the full recommended dosage for a minimum of 12 months. These purchases must have been completed with the same HCP for the minimum of 12 months.
      3. Must get a follow up DEXA scan from the same clinic as first scan (ideally on the same machine). Follow up scan must be at least 12 months after starting the program but can be 24 months as long as the Customer (End User) has continued to use the product as directed products between scans.
      4. DEXA scan is provided to AlgaeCal by the end user.
      5. If any DEXA does not show an improvement in the hip or spine bone density they will be refunded for all products purchased since the previous scan.
    2. Triple Power Guarantee - Our Triple Guarantee means you can try Triple Power Omega 3 Fish Oil risk-free. And you are guaranteed to improve your health or get your money back.

      3. Guarantee No 1 - Improve your omega 3 levels*: 90 Day Oil Change Challenge
      Triple power will improve your omega 3 levels in 90 days, or we'll refund you.

      What results can you expect? You’re likely to see an increase of 2 percentage points or more. For instance, if you’re starting at 3%, you can expect to achieve omega 3 blood levels of 5% after three months. And increasing your omega 3 blood levels by 2 percentage points translates to about a 20% increase of omega 3 in your cells!

      How can you take part in the 90-Day Oil Change Challenge? Be sure to order 2 OmegaQuant tests along with 6 bottles of Triple Power. Test your blood with a small finger prick on day 1, and again 90 days later.

      If your second score doesn’t show improvement, send us your test results. And we’ll promptly refund the cost of your entire 6 bottle purchase. The “90-Day Oil Change Challenge” is open to individuals whose omega 3 levels are below 8% on your day 1 test.

      Guarantee No 2 - Best-tasting fish oil:
      Triple Power will be the best-tasting fish oil you have ever tried, or we'll refund you immediately.

      Guarantee No 3 - Burp-free:
      Triple Power will be fresh and burp-free, or we'll refund you immediately.