Authorized Online Seller Terms & Conditions

This Distribution Agreement (the “Terms”) is entered into by MANUFACTURER (“Manufacturer”) and SupplyKick, Inc., and/or its wholly owned subsidiaries (“Distributor”) and is effective as of the last date set forth above the signatures.

WHEREAS Manufacturer wishes for Distributor to become a distributor of BRAND NAME products manufactured by Manufacturer (the “Products”) on Amazon.com [ABLE TO ADD OTHER PLATFORMS HERE] and Distributor wishes to sell Manufacturer’s products on Amazon.com as Manufacturer’s authorized dealer.

NOW, THEREFORE, the parties agree as follows:

1. Purchase Orders. Orders for Products made by Distributor shall be handled pursuant to Manufacturer’s then-current product order, shipment, and return procedures, which may be amended by Manufacturer at any time in its sole and absolute discretion. Manufacturer reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Distributor (including, without limitation, any terms contained in any document incorporated by reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless expressly agreed to in writing by Manufacturer. Furthermore, Manufacturer will not be bound by any "disclaimers", “click wrap” or "click to approve" terms or conditions now or hereafter contained in any website used by Distributor in connection with the Products or any sale thereof.
2. Manner of Sale. Distributor shall sell the Products only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in Manufacturer’s immediate termination of Distributor’s account, in addition to other remedies. Furthermore, Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under Manufacturer’s Product warranties and guarantees.
   

   2.1.	Distributor shall comply with any and all applicable laws, rules, regulations and policies related to the advertising, distribution, sale and marketing of the Products, including, without limitation, data privacy and protection laws (such as the CCPA and GDPR).
   2.2.	Distributor shall observe all directions and instructions given to it by Manufacturer in relation to the marketing, advertisement, and promotion of the Products, including Manufacturer’s sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by Manufacturer.
   2.3.	No Commingling of Products. Distributor shall not allow Manufacturer’s products to be “commingled” with any other products, including Manufacturer’s authorized products from other authorized sellers of the Products.
   2.4.	No Bundling of Manufacturer’s Products Without Authorization. Distributor shall not advertise, market, display or demonstrate products not manufactured by Manufacturer together with the Products in a manner that would create the impression that the Products are made by, endorsed by or associated in any other way with any person or entity other than the Manufacturer.

3. Territory. The territory is Global, including all e-commerce platforms. Distributor shall ensure that any products sold via the Amazon platform identifies Distributor’s full legal name and mailing address when Amazon’s makes such option available.
4. Product Care & Quality Controls. Distributor shall care for the Products as set forth herein.
   

   4.1.	Product Inspection. Manufacturer shall inspect the Products during storage and at all times prior to shipment to any Distributor warehouse for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects”) within fifteen (15) days of receiving the Products. Manufacturer shall also inspect its inventory regularly for expired or soon-to-be expired Products and shall immediately remove those Products from its inventory.
   4.2.	Product Storage and Handling. Manufacturer shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, at all times prior to shipping any products pursuant to this agreement or related purchase orders. Manufacturer accepts and acknowledges that Products may be stored at an Amazon storage/shipping facility, and conditions in such facility are within the sole discretion of Amazon. Distributor shall neither be responsible for the conditions in the Distributor storage/shipping facility nor during shipping to end users.
   4.3.	Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Products, Distributor shall cooperate with Manufacturer with respect to any Product recall or other consumer safety information dissemination effort.
   4.4.	Alterations. Relabeling, repackaging (including the separation of bundled products or the bundling of products), Manufacturing, adulterating, and other alterations are not permitted. Distributor shall not tamper with, deface, or otherwise alter any UPC code, lot or batch code, or other identifying information on Products or packing. Distributor shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the Products, documentation, or other materials related to the Products. Removing, translating, or modifying the contents of any label or literature accompanying the Products is prohibited. Distributor shall not provide its own warranty regarding any Product. Distributor may sell products in “used like new” condition so long as such products are indicated as such and only in instances in which sellable inventory is returned. For the avoidance of doubt, as necessary, Distributor may fortify existing packaging with the consent of Manufacturer or re-package the Product(s) in Manufacturer provided materials as directed and / or consented to by Manufacturer.
   4.5.	Distributor Service & Product Representations. Distributor and Distributor’s sales personnel shall familiarize themselves with the features of all Products marketed for sale and must obtain sufficient Product knowledge to advise end-user and or consumers on the selection and safe use of the Products, as well as any applicable warranty or return policy. Distributor must make itself available to respond to consumer / customer questions and concerns both before and after sale of the Products and should endeavor to respond to consumer / customer inquiries promptly.

5. Intellectual Property. Manufacturer owns all proprietary rights in and to the Manufacturer name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “IP”). Distributor is granted a limited, non-, nontransferable, non-sublicensable revocable license to use the IP solely for purposes of marketing and selling the Products as set forth herein. On expiration or earlier termination of the Terms or upon Manufacturer’s request, Distributor shall promptly discontinue the display or use of any trademark or service mark or change the manner in which it is displayed or used with regard to the Products and Distributor’s rights and license under this Section will automatically cease upon termination of the Terms, except as provided in Section 8 of these Terms. For the avoidance of doubt, Distributor may use the IP as needed to facilitate the sell through / liquidation of any remaining inventory subsequent to any termination. Manufacturer reserves the right to review and approve, in its sole discretion, Distributor’s use or intended use of the IP at any time, without limitation. All goodwill arising from Distributor’s use of the IP shall inure solely to the benefit of Manufacturer. Other than the express licenses granted by this Section, Manufacturer grants no right or license to Distributor, by implication, estoppels, or otherwise, to the Products or any intellectual property rights of Manufacturer or its affiliates.
6. Term. The Terms are effective as of the last date set forth above the signatures and shall renew annually, unless either party elects to terminate.
7. Termination. Either party may terminate at any time for any reason (or no reason), upon ten (10) days’ prior written notice to the other (non-terminating) party. Upon termination, Distributor will immediately lose its status as an seller of the Products in any capacity, but shall be permitted to: (i) sell through all remaining inventory of the Products; (ii) act in a manner that may reasonably give the impression that Distributor has any authority to sell the Products, whether in an or non- capacity, or has any affiliation with Manufacturer until all remaining inventory is sold; and (iii) using any IP until all remaining inventory is sold by Distributor. Moreover, upon termination, Distributor will immediately return to Manufacturer all IP, including all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on Manufacturer’s Confidential Information. Distributor will not remove any content from any e-commerce platform that was provided to Manufacturer pursuant to these Terms and Conditions.
8. Indemnification; Limitation on Damages and Liability.
   

   8.1.

   Manufacturer’s indemnification obligations. Manufacturer will defend, indemnify, and hold harmless Distributor, and its officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) Manufacturer’s non-compliance with applicable Laws; (b) Manufacturer’s Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, Manufacturer’s Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by Distributor), or property damage related thereto; (c) Manufacturer’s Taxes and duties or the collection, payment, or failure to collect or pay Manufacturer’s Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made.

   8.2.

   Process. If any indemnified Claim might adversely affect Distributor, Distributor may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at Distributor’s expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party.

9. Notices. All notices, requests, consents, claims, demands, waivers and other communications under the Terms must be in writing and addressed to the other party at it’s address set forth on the signature page hereto (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested and postage prepaid). Except as otherwise provided in the Terms, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the notice has complied with the requirements of this Section.
10. Miscellaneous. Manufacturer reserves the right to update, amend, or modify the Terms upon written or electronic notice to Distributor. Such amendments shall take effect upon Distributor’s written acceptance of the same. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Distributor expressly submits to personal jurisdiction and venue in the federal or state courts in Nassau County, New York. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Terms: Sections 3, 4 and 9. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.