This NON-EXCLUSIVE AUTHORIZED DISTRIBUTOR AGREEMENT (the “Agreement”) is made as of the date this form is submitted (the “Effective Date”), by and between ESI Grips (“ESI”), (the “Supplier”) and the business named below (the “Distributor” — together with the Supplier, the “Parties”).

This Agreement sets forth the terms by which the Parties agree that Distributor shall market, promote and sell Supplier’s products (the “Products”), on a non-exclusive basis, in the Territory via the Authorized Sales Channels (defined herein).

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Non-Exclusive Right to Sell ESI Products in the Defined Territory

• Subject to the Restrictions below, Distributor shall have a non-exclusive right to sell the Products in the Territory via the Authorized Sales Channels stipulated below.
  
  
• A “Distributor” shall be defined as a customer of Supplier that purchases the products for resale to downline retailers. In the event where Distributor instead sells products to the end consumer, Distributor will be considered in that function to be a Dealer and will be subject to the conditions of the separate “ESI Grips Authorized Dealer Agreement.” If Distributor is selling outside the agreed Territory or Authorized Sales Channels, Distributor shall be liable to the Supplier for any and all damages associated with products being sold outside of the Territory or Authorized Sales Channels by the Distributor. These damages shall include but not be limited to all attorneys’ fees and costs associated with enforcement and remediation of such violation(s). This Section 1(b) shall survive termination of this Agreement to the extent that the products were purchased from Supplier.
  
  
• A “Product” shall be defined as an item manufactured or marketed by Supplier that is intended for sale.
  
  
• “Authorized Sales Channels” shall include: (i) Distributor’s own physical brick & mortar buildings; (ii) Distributor's temporary storefronts at events and tradeshows; (iii) Distributor’s physical or digital catalog; and (iv) Distributor’s company-owned website(s) which exist at the following URLs: 

5. The “Territory” shall be defined as (TO BE DETERMINED). Any selling/shipping outside of this territory requires prior written consent from ESI Grips. This applies to both “physical” and “digital” sales.
   
   
6. Restrictions:
   1. Authorized Sales Channels shall exclude any and all ecommerce marketplaces or auction sites, including, but not limited to Alibaba.com, Aliexpress.com, Amazon.com, Buy.com, Craigslist.org, DHgate.com, eBay.com, Jet.com, Mercadolibre.com, Newegg.com, Rakuten.com, Sears.com, Taobao.com and Walmart.com. Also excluded are any and all ecommerce marketplaces, including but not limited to these listed above, operating from country domain extensions belonging to other countries/territories in the Territory (eg., Amazon.ca, Amazon.mx).
   2. Distributor agrees not to sell, distribute, or otherwise provide any Product to any customer known to be selling as a wholesaler (i.e. BJ’s Wholesale, Costco, Sam’s Club, etc.), or clearance seller (i.e. Overstock.com, etc.).
   3. Distributor agrees not to link to any offer of any Product on a website not specified above as an Authorized Sales Channel.
   4. Distributor shall not "Drop Ship" to any individual accounts belonging to the customers of said Distributor.
   5. Distributor agrees not to allow or facilitate in any way any third-party presentment or sale of any Product via Amazon (FBA”) or other ecommerce marketplace, or to ship directly to any Amazon Fulfillment Center or other similar facility appertaining to any other ecommerce marketplace, whether on Distributor’s own behalf or on behalf of another entity. In the event of such violation, Distributor shall fully cooperate with Supplier to remedy such breach.
   6. Distributor shall not sell, offer to sell, or advertise the Products, outside of the Territory or Authorized Sales Channels. Distributor shall not sell or offer to sell to affiliates or third parties that sell or advertise the Products outside of the Territory, or on Sales Channels that are generally excluded by Section 1(f)(i) above. This Section 1(f)(v) shall survive termination of this Agreement as applied to Products that are purchased from Supplier.
      
      
7. Obligations:
   1. Distributor agrees to make available to Supplier the full list of customers who have purchased any Product from Distributor, and at Supplier’s request facilitate contact between Supplier and these customers.
   2. Distributor agrees not to sell or otherwise distribute any Product to a new customer unless and until said customer has executed an Authorized Dealer Agreement.
   3. Distributor agrees not to sell or otherwise distribute any Product to any entity listed on the most current version of the "Do Not Sell" list which Supplier will regularly distribute to Distributors. The absence of any piece of identifying information from the "Do Not Sell" list does not, however, excuse Distributor from making all other good-faith efforts not to sell or otherwise distribute any Product to Dealers not authorized by Supplier to sell Products in the Territory, or to Dealers known by Distributor to have sold any Product on any ecommerce marketplace, or to Dealers who Distributor knows intend to sell any Product on such a marketplace.
   4. Distributor must comply with all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.
   5. Distributor shall not engage in any deceptive, misleading or unethical practices with respect to selling or advertising the Products.
      
      
8. Any and all manufacturer’s and Supplier’s warranties and representations are null and void for sales of Products outside of the Territory or outside of the Authorized Sales Channels. To the extent permitted by law, Supplier shall have absolutely no liability whatsoever for any claims or injuries arising from sales of Products made outside the Territory or Authorized Sales Channels, including but not limited to liability for product defects and intellectual property infringement. This Section 1(h) shall survive termination of this Agreement.
   
   
9. If Distributor violates this Agreement with respect to sales outside of the Territory or Authorized Sales Channels, Supplier shall have the option to suspend Distributor's eligibility to purchase Products, and to terminate this Agreement.
   
   IMPORTANT NOTE: The Supplier supports authorized sales of the Products. The Supplier also actively participates in various online monitoring and enforcement programs to prevent the advertising and sale of unauthorized, unlicensed, infringing, or counterfeit merchandise. Any unauthorized offers of any Product on Amazon, eBay, or any other ecommerce marketplace will be removed as they are discovered. Ads from online sellers offering any auctions or advertising sales will also be regularly removed or taken down.

2. Warranty and Limitations

1. When purchased from an authorized Dealer, all Products are 100% guaranteed against manufacturing and material defects for a period of 30 days from the date of purchase. This guarantee and subsequent warranty are extended only to the end-use purchaser and shall not be extended or transferred to any other person or entity. Supplier will examine and judge any claim of warranty protection, and will issue a replacement item, free of charge, if the warranty is found to be in effect for a given item. If a replacement item is unavailable or if the Product has been discontinued, a comparable item will be substituted.
   
   
2. This warranty does not cover defects or damage arising from improper use or maintenance, normal wear and tear, commercial use, accident, or external causes. Unauthorized repair, modification, or customization of any Product voids this warranty.
   
   
3. Apart from warranting the Products against manufacturing and material defects, Supplier makes no other warranties and disclaims warranties of fitness for particular purpose and merchantability, and any other similar warranties.
   
   
4. Supplier’s warranty is conveyable to the end-use purchaser only through authorized Dealers and Distributors. Products sold by any unauthorized Dealer or Distributor shall not be covered under Supplier's warranty.

3. Limited Intellectual Property License Grant

1. Supplier grants Distributor a non-exclusive limited license to use intellectual property relating to the Products that Supplier either owns, or licenses and has the ability to sublicense (collectively the “Intellectual Property”), for purposes of advertising, marketing, promoting, and selling of Products in the Territory and Authorized Sales Channels.
   
   
2. With respect to Distributor’s use of Supplier’s registered trademarks, Distributor shall always use the ® in connection with the trademark, and with respect to unregistered trademarks that are included in this license, Distributor shall always use the ™ in connection with the trademark.
   
   
3. Distributor shall not alter, add to, or remove any Intellectual Property that is applied to the Products/Packaging.
   
   
4. Distributor is prohibited from creating brands, trademarks, business entities or seller names, registering domain names, social media usernames, email addresses, etc., that contain any of the trademarks included in this license, or names that are likely to be confused with such trademarks.
   
   
5. Distributor is prohibited from creating images that incorporate images that are included in this license, and Distributor is prohibited from creating derivative works of such images.
   
   
6. Distributor is prohibited from creating intellectual property that is substantially similar to, or likely to be confused with, or that infringes, the Intellectual Property.
   
   
7. Distributor shall not challenge Supplier’s rights in the Intellectual Property or the validity of such Intellectual Property. This Section 3(g) shall survive termination of this Agreement.
   
   
8. Distributor shall be liable to Supplier for any and all damages associated with a violation of provisions 3(d)-3(f) including, but not limited to, all attorneys’ fees and costs associated with enforcement and remediation of such violation(s). This Section 3(h) shall survive termination of this Agreement to the extent that the Products were purchased from Supplier.
   
   
9. Distributor shall be liable to Supplier for any and all damages associated with a violation of provisions 3(d)-3(f) by distributor's downline customers including, but not limited to, all attorneys’ fees and costs associated with enforcement and remediation of such violation(s). This Section 3(i) shall survive termination of this Agreement to the extent that the Products were purchased from Supplier.

4. Price, Payment Terms and Returns

1. Supplier shall sell Products to Distributor at prices, and according to payment terms, determined in negotiation with ESI Grips’ Sales department.
   
   
2. No returns will be accepted. ALL SALES ARE FINAL.

5. MAP Policy (USA Companies)

1. Supplier has implemented a Minimum Advertised Price (“MAP”) Policy. This Policy can be viewed at: https://esigrips.com/map-policy and applies to each Product listed in the MAP Price List published at https://esigrips.com/map-pricing. These may be updated on an ongoing basis.
   
   
2. When Distributor sells Products to persons or entities who have intent to resell the Products, Distributor shall use reasonable measures to ensure that these downline customers’ advertised pricing complies with the MAP Policy. Distributor shall not sell Products to affiliates or to third parties who advertise the Products for sale at prices that are less than MAP. If Distributor’s downline customers violate the MAP Policy, Supplier shall have the option to suspend or terminate Distributor’s eligibility to purchase products, and to terminate this agreement.  This Section 5(b) shall survive termination of this Agreement.
   
   
3. The MAP Policy applies only to advertised price, and to the extent it is different, does not apply to the price at which a Product is actually sold to an individual consumer. Further, Distributor remains free to sell the Products covered by the MAP Policy at any prices it chooses.
   
   
4. If Distributor becomes aware that Products are being advertised for sale at Prices that are less than MAP, Distributor shall promptly inform the Supplier of the relevant information concerning same. Additionally, upon request of Supplier, Distributor shall promptly inform the Supplier of information concerning advertisements of Products below MAP to the extent that Distributor has such information or can obtain such information easier than Supplier.

6. Term and Termination

1. This Agreement will become effective as of the date of Supplier’s signature and acknowledgment which will be identified as the Effective Date in the first paragraph of this Agreement.
   
   
2. This Agreement shall continue for one (1) year (the “Term”) from the Effective Date and renew for successive Terms unless terminated by either Party according to the provisions below.
   
   
3. Either Party may terminate this Agreement without cause by providing thirty (30) days written notice to the other Party.
   
   
4. Either Party may terminate this Agreement in the event of a material breach that is not cured within seven (7) days of written notice to the breaching party.
   
   
5. Unless terminated by a Party, the term of the Agreement will continue.
   
   
6. Upon the termination of this Agreement, all rights granted to Distributor will terminate unless expressly stated herein to the contrary.

7. Miscellaneous

1. Entire Agreement: This Agreement and the Exhibits attached hereto constitute the entire and exclusive agreement between the Parties hereto. The Agreement may be amended only pursuant to a signed writing between the Parties that specifically references that it is amending this Agreement.
   
   
2. Counterparts: This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, PDF or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
   
   
3. Severability: If a court of competent jurisdiction shall hold any provision(s) of this Agreement invalid, illegal or unenforceable, the remainder of the Agreement shall be valid and enforceable, and the Parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly effects the Parties’ intent in entering into this Agreement. No rule of strict construction will be applied against either Party in the interpretation of this Agreement. This Section 7(c) shall survive termination of this Agreement.
   
   
4. Assignment: Distributor may not assign this Agreement without the prior written consent of Supplier. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties hereto and its respective successors and assigns.
   
   
5. Independent Parties: Neither Party shall have the authority to bind the other Party to any contract, responsibility or obligation. The relationship between the Supplier and Distributor is solely that of independent parties. This Agreement shall not be deemed to establish a joint venture or partnership.
   
   
6. Choice of Law/Forum: This Agreement shall be governed by the laws of, and any disputes shall be adjudicated in the State of Arizona. This Section 7(f) shall survive termination of this Agreement.
   
   
7. Waiver: The failure or delay of a Distributor to insist upon strict performance of any of the provisions of this Agreement, or to take advantage of such party's rights hereunder, shall not be construed as a waiver of the subject provision or right, which shall continue in full force and effect. This section 7(g) shall survive termination of this Agreement.
   
   
8. Limitation of Liability: Neither Party is liable to the other for claims of Product defects, intellectual property infringement, or otherwise, relating to the Products, except to the extent that such claims liability arises from a breach of this Agreement in which case the Party shall indemnify, defend and hold harmless the other Party, its employees and agents, from and against any and all claims, losses, expenses or damages, (including reasonable attorney’s fees and expenses) arising as a result of such breach. Neither Party makes any representations or warranties to the other Party except as expressly provided herein. Unless such liability arises from a breach of this Agreement, TO THE EXTENT PERMITTED BY LAW, IN NO EVENT IS EITHER PARTY LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR THE SALE OF THE PRODUCTS. WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF THE PARTY HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. Each Party will promptly provide notice to the other Party of a third-party claim for damages against a Party relating to the Products. This Section 7(h) shall survive termination of this Agreement.