This Policy applies to all resales of the Products. Regardless as to where the
Products were acquired, either directly from the Brand Owner, through an authorized
distributor, or some other procurement method, a Reseller must comply with the terms of
this Policy.

Unless otherwise agreed with Brand Owner in writing, Reseller
may only purchase Products for resale to consumers and end user customers, and Reseller
may not resell Products to other Resellers, distributors or for further distribution in any
manner.

Reseller shall not market or offer for sale the Products on
or through any publicly accessible website, including, without limitation, any third-party
marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears
Marketplace, without the prior written consent of Brand Owner.

Reseller agrees to handle and store the Products in a safe manner
and in compliance with Brand Owner’s storage and handling guidelines. Reseller will ensure
that any Products it purchased are stored in secure, climate-controlled warehouses.

Reseller shall sell Products in their original packaging.
Relabeling, repackaging (including the separation of bundled Products or the bundling of
Products), and other alterations to Products or their packaging are not permitted. Tampering
with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, SKU or
other identifying information on Products or their packaging is prohibited. Reseller may not
remove, translate, or modify the contents of any label or literature on or accompanying the
Products. Reseller shall not advertise, market, display, or demonstrate non-Brand Owner
Products together with the Products in a manner that would create the impression that the
non-Brand Owner Products are made by, endorsed by, or associated with Brand Owner.

Resellers that comply with this Policy have a limited, non-exclusive,
non-sublicensable, revocable license to use Brand Owner’s trademarks and copyrights in
connection with the sale of the Products. Reseller shall not alter, modify, or change any
trademark or copyright, nor shall Reseller use any trademark or copyright other than for the
promotion and sale of the Products, nor shall Reseller use any trademark or copyright in any
manner that negatively impacts such trademark or copyright or the Brand Owner. Failure to
comply with the Policy will result in the automatic revocation of the license granted herein
and a total forfeiture of the rights granted herein. Brand Owner reserves the right to revoke
this license at any time for any or no reason.

Reseller agrees to track the Products it purchases and to store all
such Products at locations in compliance with this Policy. At Brand Owner’s request,
Reseller will provide Brand Owner with (a) a list of all storage locations utilized by Reseller,
(b) an inventory of Products maintained at each such storage location, and (c) physical access
for Brand Owner to perform an inventory to confirm the amounts and locations of Products
at Reseller’s stated locations.

Promptly upon receipt of the Products, Reseller agrees to inspect the
Products for damage, defects, evidence of tampering, or other non-conformances (a
“Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must
promptly report the Defect to Brand Owner.

To ensure the safety and well-being of the end users of the
Products, Reseller agrees to cooperate with Brand Owner with respect to any Product recall
or other consumer safety information dissemination efforts.

Reseller will maintain customer service phone and email response
functions to handle customer complaints, returns and other customer service functions. At
Brand Owner’s request, Reseller will provide any reports or other information related to
such customer services.

If any significant quantity of Products purchased by Reseller are
lost or stolen, Reseller will promptly report such event to Brand Owner.

If Reseller has information or reasonably suspects that any
person is purchasing and reselling or distributing Products in a manner not authorized by
Brand Owner or in violation of this Policy, Reseller must promptly notify Brand Owner.

Reseller may extend to any proper
purchaser of the Products the original manufacturer’s Satisfaction Guarantee in accordance
with its terms. Reseller may not modify or alter the original manufacturer’s Satisfaction
Guarantee, represent or characterize the original manufacturer’s Satisfaction Guarantee in
any misleading manner, or extend its own Satisfaction Guarantee with respect to the
Products. Failure to comply with this Policy will result in the total forfeiture of Reseller’s
right to offer Brand Owner’s consumer warranty.

Reseller must provide Brand Owner with any
supplemental information, documents and reports that Brand Owner may request in order
to validate Reseller’s compliance with this Policy and to support Brand Owner’s warranty
support and customer support obligations and initiatives.