RECITALS

WHEREAS, Company owns all intellectual property, rights, titles, interest, and ownership in various health & fitness related products and associated assets including but not limited to products found on Company’s e-commerce platform http://www.onmywhey.com (“Products”);

WHEREAS, Reseller has agreed to purchase the Products from Company and resell the Products per the terms and conditions contained in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

TERMS AND CONDITIONS

1. Intellectual Property. Company solely and exclusively retains all and any intellectual property rights related to Products including but not limited to all procedures, systems, machines, methods, processes, uses, apparatuses, compositions of matter, designs, configurations, computer programs, copyrightable material, notes, records, drawings, patents, copyrights, trade and service marks, trade dress and trade secrets of any kind, discovered, conceived, reduced to practice, authored, developed, created, made, or produced, and any improvements or derivatives made thereof (“Company Intellectual Property”). Reseller is not granted any license to the Company Intellectual Property other than a restricted and revocable right to resell the Products via authorized channels per the terms and conditions contained in this Agreement. There are no implied licenses under this Agreement and Company reserves all rights not expressly licensed or assigned hereunder.

2. Restricted Usage. Reseller may only purchase the Products solely and exclusively from Company. Reseller is strictly forbidden from copying or reverse engineering the Products or any products that are similar to the Products. Reseller may not attempt to circumvent the Company Intellectual Property. Reseller is not permitted to manufacture the Products or any products that are similar to the Products.

3. Authorized Resale Channels. Reseller is only authorized to non-exclusively resell the Products via the channels agreed to in writing from an authorized OnMyWhey representative.

4. Unauthorized Resale Channels. Reseller is not authorized to resell the Products via any channels not defined as Authorized Resale Channels including but not limited to other websites, online stores, software applications, mobile applications, desktop applications, retail stores, brick & mortar stores, or any other channels not expressly described hereunder (collectively, the “Unauthorized Resale Channels”). Reseller may not resell to any third parties that may attempt to sell or sell the Products via the Unauthorized Resale Channels. Reseller shall inform each of its affiliates, including but not limited to employees, the strict restrictions on resale of the Products that are only authorized to take place via the Authorized Resale Channels. All requests to resell the Products in additional channels not part of the Authorized Resale Channels must be made in writing by Reseller to Company for approval by Company.

5. Advertising. Reseller may only advertise the Products via the Authorized Resale Channels using media and content either authorized or provided by Company. Reseller may not create any social media accounts or websites or marketing materials that could cause consumer confusion regarding Company being the true, original, and exclusive source of the Products.

6. Pricing. Reseller may only resell the Products via the Authorized Resale Channels at pricing which includes shipping (“Pricing”) that is set exclusively by Company. Company solely reserves the right to change the Pricing, including but not limited to net Manufacturer’s Suggested Retail Price (MSRP) and Minimum Advertised Price (MAP) at any time and for any reason. The Pricing is strictly defined as follows:

• Reseller may resell one (1) unit of the Products at a net MSRP of $8.00 USD and a MAP of $6.00 USD.
• Reseller may resell three (3) units of the Products at a net MSRP of $15.00 USD and a MAP of $12.00 USD.

7. Returns. Reseller may not return the Products to Company for any reason including but not limited to not being able to resell the Products via the Authorized Resale Channels.

8. Termination. Company may terminate this Agreement at any time, for any reason with or without cause, and without providing any notice to Reseller. Upon termination of this Agreement, all applicable provisions of this Agreement, including but not limited to Section 1 and Section 2, shall remain in full force and effect indefinitely. Reseller acknowledges that failure to comply with any applicable provision of this Agreement may cause irreparable harm to Company.

9. Indemnification. Reseller shall indemnify and hold harmless Company from and against losses, damages, liabilities and claims arising out of, based upon or resulting from Reseller’s resale of the Products under this Agreement.

10. Amendment; Waiver. This Agreement may not be amended, nor may any rights under it be waived except by an instrument in writing signed by both parties.

11. Binding Effect. Except as provided otherwise herein, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective legal representatives, successors and assigns.

12. Severability. If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired.

13 Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect the meaning of the provisions hereof.

14. Entire Agreement. This Agreement and any exhibits constitutes the entire agreement among the Parties and supersedes any prior agreement or understanding among the Parties concerning its subject matter, including any term sheets and email correspondence.

15. Assignment. This Agreement may not be transferred, assigned, pledged or hypothecated by Reseller without the prior written consent of Company.

16. Governing Law; Venue. This Agreement and the transactions contemplated hereby will be construed in accordance with and governed by the internal laws (without reference to choice or conflict of laws principles) of the State of California. Any suit, action, or other proceeding brought against any of the Parties to this Agreement or any dispute arising out of this Agreement or the transactions contemplated hereby must be brought either in the courts sitting in Santa Clara County, California, and by its execution and delivery of this Agreement, each Party accepts the jurisdiction of such courts and waives any objections based on personal jurisdiction or venue.