Effective Date: June 15, 2020

This Ultima Health Products, Inc. Authorized Reseller Policy (“Reseller Policy”) is issued by Ultima Health Products, Inc. (“Ultima”) and applies to Authorized Resellers of Ultima Replenisher products (“Product(s)”) in the United States of America. By purchasing Products from Ultima or an Authorized Ultima Distributor for retail sale, you (“Reseller”) agree to adhere to the following terms. Until such status is otherwise revoked by Ultima in Ultima’s sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder. Ultima may review Reseller’s activities for compliance with this Reseller Policy, and Reseller agrees to cooperate with any investigation, including, but not limited to, permitting inspection of Reseller’s facility and records related to the sale of the Products.

1. Authorized Customers. Reseller is authorized only to sell Products to End Users. An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party. Reseller 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 or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Reseller shall not sell, ship, invoice, or promote the Products outside the United States of America without Ultima’s 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, Jet, Walmart Marketplace, or Sears Marketplace), mobile application, or other online forum without the prior written consent of Ultima, granted through execution by Ultima of the Ultima Health Products, Inc. Authorized Online Seller Agreement. The terms of this Reseller Policy supersede any prior agreement between Ultima and Reseller regarding the sale of the Products on or through websites, mobile applications, and other online forums. Any authorization previously granted to Reseller by Ultima to sell the Products on or through a website, mobile application, or other online forum is hereby 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 Ultima. Reseller shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Reseller’s business 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 Ultima or the Products.

4. Product Care, Customer Service, and Other Quality Controls.

(a) Reseller shall comply with all instructions provided by Ultima regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Reseller shall store Products in a well-ventilated, cool, dry place, away from direct sunlight.

(b) 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. Reseller shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not tamper with, deface, or otherwise alter any serial number, UPC code, lot code, or other identifying information on Products or their packaging.

(c) Reseller shall not sell or advertise any Product that has been returned opened or repackaged.

(d) Promptly upon receipt of the Products, Reseller shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Ultima at info@ultimareplenisher.com.

(e) Reseller shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from its inventory. Reseller shall not sell any Products that are expired or within 60 days of expiration. Reseller shall destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Ultima.

(f) Reseller shall be familiar with the special features of all Products marketed for sale and must 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. Reseller shall ensure that its employees or representatives responsible for selling or providing customer service relating to the Products review and/or complete, as applicable, all Product education and training materials provided by Ultima. Reseller must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.

(g) Reseller shall cooperate with Ultima with respect to any Product tracking systems that may be implemented from time to time.

(h) Reseller shall cooperate with Ultima with respect to any Product recall or other consumer safety information dissemination efforts.

(i) Reseller shall report to Ultima any customer complaint or adverse claim regarding the Products of which it becomes aware. Reseller shall assist Ultima in investigating any such complaints or adverse claims.

(j) Reseller shall cooperate with Ultima in the investigation and resolution of any quality or customer service issues related to Reseller’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

5. Intellectual Property. Reseller acknowledges and agrees that Ultima owns all proprietary rights in and to the Ultima and Ultima Replenisher brands, names, logos, trademarks, service marks, trade dress, copyrights, patents, and other intellectual property related to the Products (the “Ultima IP”). Reseller is granted a limited, nonexclusive, non-transferable, revocable license to use the Ultima 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 Ultima IP shall inure solely to the benefit of Ultima. Reseller’s use of the Ultima IP shall be in accordance with any guidelines that may be provided by Ultima from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Ultima reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the Ultima IP at any time, without limitation. Reseller shall not create, register, or use any domain name or any mobile application that contains any Ultima product name or trademark, nor a misspelling or confusingly similar variation of any Ultima product name or trademark.

6. Termination. If Reseller violates this Reseller Policy, Ultima reserves the right to terminate Reseller’s status as an Authorized Reseller with written or electronic notice. Upon termination of a 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 Ultima Products or has any affiliation whatsoever with Ultima; and (iii) using all Ultima IP.

7. Modification. Ultima 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 Ultima IP, or use of any other information or materials provided by Ultima to Reseller will be deemed Reseller’s acceptance of the amendments.

8. Confidentiality. This Reseller Policy, and its attachments, if any, constitute confidential, proprietary information of Ultima 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 Ultima.