This Breakthrough Clean Technologies® Authorized Reseller Policy for the United States (“Reseller Policy”) is issued by Breakthrough Clean Technologies® and applies to Authorized Resellers of Breakthrough Clean Technologies® products and its subsidiaries, licensed products (“Product(s)”) in the United States of America. By purchasing Products from Breakthrough Clean Technologies® and/or Breakthrough Clean Technologies® Authorized Distributors of the Products for resale to End Users (as defined below), you (“Reseller”) agree to adhere to the following terms. Until such status is otherwise revoked at Breakthrough Clean Technologies® sole and absolute discretion, Reseller shall be considered an “Authorized Reseller.”  This Reseller Policy supplements any then-current reseller agreement between you and Breakthrough Clean Technologies® and supersedes any Retailer Distributor Agreement you may have with Breakthrough Clean Technologies®. Breakthrough Clean Technologies® may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Reseller’s facilities and records related to the sale of the Products.

 

1. Authorized Customers. Reseller is authorized to sell Products only to End Users in the United States of America. An “End User” is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party. Resellers shall not sell or transfer Products to any person or entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell, ship, or promote the Products outside the United States of America without Breakthrough Clean Technologies® prior written consent.

 

2. Online Sales. Reseller shall not offer for sale or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, Target+, and Walmart Marketplace), mobile application, or other online forum without the prior written consent of Breakthrough Clean Technologies®. The terms of this Reseller Policy supersede any prior agreement between Breakthrough Clean Technologies® and Reseller regarding the sale of the Products online. Any authorization previously granted to Reseller by Breakthrough Clean Technologies® to sell the Products on or through a website, mobile application, or other online forum is revoked.

 

3. Sales Practices. Reseller 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. Reseller shall not make any warranties or representations concerning the Products except as expressly authorized by Breakthrough Clean Technologies®. Reseller shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Reseller’s business and/or (b) related to the marketing and sale of the Products. Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Breakthrough Clean Technologies® or the Products. Reseller shall not advertise Products not carried in inventory.

 

4. Product Care, Customer Service, and Other Quality Controls. Reseller shall comply with the Breakthrough Clean Technologies® Care, Customer Service, and Other Quality Controls, attached in Exhibit A .Breakthrough Clean Technologies® may amend from time to time.

 

5. Intellectual Property. (a) Reseller acknowledges and agrees that Breakthrough Clean Technologies® or its licensors own all proprietary rights in and to names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products, as well as those brands later acquired or developed by Breakthrough Clean Technologies® and other brands in which Breakthrough Clean Technologies® has the necessary rights to sublicense to Reseller (the “Breakthrough Clean Technologies® IP”).

 

Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Breakthrough Clean Technologies® IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Reseller’s status as an Authorized Reseller. All goodwill arising from Reseller’s use of the Breakthrough Clean Technologies® IP shall inure solely to the benefit of Breakthrough Clean Technologies® or its licensors.

 

(b) Reseller’s use of the Breakthrough Clean Technologies® IP shall be in accordance with any guidelines that may be provided by Breakthrough Clean Technologies®, including but not limited to the Breakthrough Clean Technologies® IP Use Requirements, attached as Exhibit B, as Breakthrough Clean Technologies® may amend from time to time. Breakthrough Clean Technologies® reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Breakthrough Clean Technologies® IP at any time, without limitation.

 

6. Termination. Breakthrough Clean Technologies® reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice. Upon termination of Reseller’s status as an Authorized Reseller, Reseller shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Reseller is an Authorized Reseller of Breakthrough Clean Technologies® Products or has any affiliation whatsoever Breakthrough Clean Technologies®; and (iii) using all Breakthrough Clean Technologies® IP.

 

7. Modification. Breakthrough Clean Technologies® reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the Breakthrough Clean Technologies® IP, or use of any other information or materials provided by Breakthrough Clean Technologies® to Reseller will be deemed Reseller’s acceptance of the amendments.

 

8. Confidentiality. This Reseller Policy, and its attachments, constitute confidential, proprietary information of Breakthrough Clean Technologies® and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of Breakthrough Clean Technologies®.

 

Breakthrough Clean Technologies® Authorized Reseller Policy for the United States Exhibit A

BREAKTHROUGH CLEAN TECHNOLOGIES® PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

 

1. Comply with all instructions provided by Breakthrough Clean Technologies® regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight.

 

2. Sell Products with their original labels, tags and/or associated literature, and in original retail packaging (if any). Relabeling, repackaging (including the separation of paired or bundled Products or the pairing or bundling of Products without Breakthrough Clean Technologies® separate authorization), and other alterations to Products or their packaging, tags and/or associated literature are not permitted.

 

3. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging.

 

 4. Do not resell any Product that has been returned opened or repackaged.

 

5. Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale, and promptly report the Defect to Breakthrough Clean Technologies® at [email protected].

 

6. For Products bearing expiration dates, inspect such inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired. Destroy or dispose of expired Products in accordance with instructions provided by Breakthrough Clean Technologies® and applicable law.

 

7. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.

 

8. Except for a drop-shipment arrangement with Breakthrough Clean Technologies® whereby Breakthrough Clean Technologies® or an Breakthrough Clean Technologies® approved third party ships Products on your behalf to customers who order Products, under no circumstances permit orders to be fulfilled in any way that results in the shipped Product coming from inventory other than your own.

 

9. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Breakthrough Clean Technologies®. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. Breakthrough Clean Technologies® reserves the right to request additional information regarding the use of third-party logistics providers and prompt provision of such information to Breakthrough Clean Technologies® is required. Cooperate with Breakthrough Clean Technologies® in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.

 

10. Cooperate with Breakthrough Clean Technologies® with respect to any Product tracking systems that may be implemented from time to time, and in any event maintain lot traceability on all Products sold.

 

11. Cooperate with Breakthrough Clean Technologies® with respect to any Product recall or other consumer safety information dissemination efforts.

 

12. Implement commercially reasonable loss prevention and anti-diversion measures.

 

13. Report to Breakthrough Clean Technologies® any customer complaint or adverse claim regarding the Products and assist Breakthrough Clean Technologies® in investigating any such complaints or adverse claims.

 

14. Cooperate with Breakthrough Clean Technologies® in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

 

Breakthrough Clean Technologies® Authorized Distributor Policy for the United States EXHIBIT B 

BREAKTHROUGH CLEAN TECHNOLOGIES® TECHNOLOGIES IP USE REQUIREMENTS

 

1. Use of Breakthrough Clean Technologies® IP must be commercially reasonable as to the size, placement, and other manners of use.

 

2. In marketing the Products, only use images of Products either supplied by or authorized by Breakthrough Clean Technologies® and ensure that all Product images and descriptions are accurate and up to date.

 

3. Do not create, register, or use any brands, trademarks, business entities or seller names, domain name, social media screenname, email addresses, or mobile application name that contains any Product name or any trademark owned by or licensed to Breakthrough Clean Technologies®, nor a misspelling or confusingly similar variation of any Product name or any trademark owned by or licensed to Breakthrough Clean Technologies®.

 

4. Do not alter, add to, or remove any Breakthrough Clean Technologies® IP that is applied to the Products or packaging.

 

5. Do not create images that incorporate images that are included in the license granted herein, and do not create derivative works of any such images.