NC Brands LP

AUTHORIZED RESELLER POLICY

Natural Chemistry® Aquapill® Seaklear® Pool and Spa Water Treatment Products

Effective: February 1, 2022

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1. Authorized Resellers. This Policy, the NC Brands LP Authorized Reseller Policy (“Reseller Policy”) is issued by NC Brands LP and its affiliate Bio-Lab, Inc. (collectively “NC Brands”) and applies to Authorized Resellers of NATURAL CHEMISTRY, AQUAPILL, and SEAKLEAR pool and spa water treatment products (“Products”) in the United States of America. By purchasing Products from NC Brands, or any distributor of NC Brands for resale, you (“Reseller,” “you,” or “your”) agree to adhere to the following Reseller Policy. Please read this Reseller Policy carefully. If you do not accept the terms of this Reseller Policy, return the Products to NC Brands for a refund of the amount you actually paid NC Brands for the Products. Until such status is otherwise revoked by NC Brands in NC Brands’ sole and absolute discretion, Reseller shall be considered an “Authorized Reseller” hereunder. This Reseller Policy is effective as of February 1, 2022, and shall supersede the terms of any policies previously provided to Reseller by NC Brands that are inconsistent with the terms herein.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2.​ Geographic Location of Sales. Reseller shall not sell, ship or invoice Products to customers outside of North America without the prior written consent of NC Brands.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3.​ Use of Intellectual Property. NC Brands gives the Reseller the right to a non-exclusive, non-transferable, revocable, limited license to use NATURAL CHEMISTRY, AQUAPILL, and SEAKLEAR trademarks, trade names, service marks, logos, and trade dress separately authorized in writing by NC Brands solely for purposes of performing marketing under this Reseller Policy on the websites on the List. Reseller acknowledges and agrees that NC Brands owns all proprietary rights in and to the NATURAL CHEMISTRY, AQUAPILL, and SEAKLEAR brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (collectively, the “NC Brands IP”). Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the NC Brands IP solely for purposes of marketing and selling the Products as set forth herein. All use of the NC Brands IP shall confirm with NC Brands’ quality standards and trademark usage guidelines, as such standards and guidelines may be made available from time to time. This license will cease immediately upon termination of Reseller’s status as an Authorized Reseller. NC Brands reserves the right to review and approve, in its sole discretion, Reseller’s use or intended use of the NC Brands IP at any time, without limitation. All goodwill arising from Reseller’s use of the NC Brands IP shall inure solely to the benefit of NC Brands. NC Brands does not allow its copyrights, trademarks, trade dress, text, or other intellectual property to be used without NC Brand’s authorization, except for fair uses that may not be prohibited under applicable law. Sellers of our products also may not misrepresent any warranty information, nor make any false or misleading statements regarding any affiliation with, or endorsement by, NC Brands. NC Brands reserves the right to take any and all permissible action against offending parties in connection with unauthorized use of NC Brands or false or misleading statements, including refusal to supply and legal action as may be permitted by applicable law.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.​ Product and Customer Feedback. Reseller must provide monthly anonymized and aggregated product and customer feedback from their sales.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5.​ Terms and Conditions and Third-Party Websites. Reseller must comply with all NC Brands’ terms and conditions including terms and conditions in any contracts, supplier/purchase agreements, or sales/distribution agreements entered into with NC Brands and this Authorized Reseller Policy does not supersede the terms and conditions of such agreements which remain in full force and effect. To the extent that Reseller violates the terms and conditions of any such agreement, NC Brands reserves the right to pursue any action consistent with Section 10 of this Policy. To the extent that Reseller sells on a third-party marketplace website, including, but not limited to storefronts on Amazon, eBay, Jet and Rakuten, NC Brands reserves the right to pursue any action consistent with Section 10 of this Policy.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 6.​ Online Product Fulfillment and Sales: Reseller is responsible for all sell orders and orders cannot be filled from any other seller’s stock inventory.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 7.​ New Sales Representations: Reseller agrees not to represent or advertise any product as “new” that has been returned or repackaged.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8.​ Fulfillment Requirement. Under no circumstances shall Reseller fulfill orders in any way that results in the shipped Product coming from stock other than the Reseller.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 9.​ Enforcement: NC Brands has sole discretion in determining whether this Authorized Reseller Policy has been violated. NC Brands also has sole discretion in enforcing this Authorized Reseller Policy.

NC Brands’ failure or refusal to enforce this Authorized Reseller Policy against a Reseller does not constitute, and should not be construed as, a waiver of this Authorized Reseller Policy with respect to that Reseller or any other Reseller.

If NC Brands determines that Reseller has violated this Authorized Reseller Policy, NC Brands reserves the right to:

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (a)​ Give notice in writing of any such violation to Reseller. Upon receipt, Reseller shall immediately remedy identified violations of this Authorized Reseller Policy.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (b) If NC Brands issues three such notices to Reseller, NC Brands may in its sole discretion, and without incurring any liability, take any of the following steps, notification of which will be made promptly to Reseller: (i) disqualify Reseller from receiving the NC Brands year end rebate, (ii) cease supplying the Products to the Reseller for a specified period of time as determined by NC Brands, (iii) immediately cancel all orders from the Reseller, (iv) refuse to accept any future order from the Reseller, or (v) any combination of the foregoing.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.​ Audit. NC Brands reserves the right to audit and/or monitor Reseller’s activities for compliance with this Reseller Policy, including, but not limited to, inspection of Reseller’s records concerning the Products.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 11.​ Warranty Disclaimer. Except as may be otherwise agreed in writing by NC Brands and Reseller, NC Brands makes no warranty, implied or expressed, with regard to any goods or services, obtained or offered to Reseller. EXCEPT AS MAY BE OTHERWISE AGREED IN WRITING BY NC BRANDS AND RESELLER, NC BRANDS EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSES.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 12. Liability Disclaimer and Limitation. Except as may be otherwise agreed in writing by NC Brands and Reseller, NC Brands shall not be liable to Reseller for any incidental, special, consequential or punitive damages, and, in no event shall NC Brands’ aggregate liability, either jointly or severally, to Reseller exceed $5,000.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 13.​ Arbitration and Governing Law. NC Brands and Reseller agree to submit disputes arising out of or related to this Reseller Policy to binding arbitration to be held in Delaware by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Each party shall bear its own costs of these procedures. The parties shall equally split the fees of the arbitration and the arbitrator. Notwithstanding the above, either party shall have the right to seek temporary injunctive relief to protect its intellectual property rights in any court of competent jurisdiction. This Reseller Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the state of Delaware, without regard to its choice of law rules.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 14. Regulated Material. Some NC Brands products may contain a regulated material (such as chlorine or bromine) that must be shipped in accordance with the Department of Transportation’s (DOT) specifications for product labeling, packaging and documentation (e.g., 49 Code of Federal Regulation). Shipment of these products also may be subject to special handling fees assessed by the freight carriers to ensure proper handling and delivery. Shipment of these products without meeting DOT regulations or the freight carrier’s requirements may be unlawful and could subject you to fines or other penalties. Some NC Brands products may contain a US EPA regulated pesticide product (such as chlorine or bromine) that must be handled in accordance to US EPA regulations. It is the seller’s responsibility to ensure that pesticides sold over the Internet are labeled according to federal standards and are registered both by the US EPA and any state in which they are distributed before offering them for sale. It is the reseller’s responsibility to comply with these requirements, and to provide its employees and agents with any training and instruction necessary to comply with these important responsibilities. NC Brands reserves the right to take any action it deems necessary to address a failure to comply with these requirements, including seeking to prevent the advertisement or sale of NC Brands products on an online auction, online liquidator, online shopping engine or other website and refusal to supply any noncompliant entities.

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 15.​ Miscellaneous. NC Brands reserves the right to update, amend, or modify this Reseller Policy at any time. Unless otherwise provided, such amendments will be provided in writing and take effect immediately and Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the NC Brands IP, or use of any other information or materials provided by NC Brands to Reseller will be deemed Reseller’s acceptance of the amendments. If any provision of this Reseller Policy is held contrary to law, the remaining provisions shall remain valid.