Hiperion Brands Authorized Reseller Agreement

Version 1.3 • Document date: September 18, 2026 • Effective upon electronic acceptance under Section 2.1

This agreement governs purchases from Hiperion Brands and an approved reseller’s authorization to sell designated products through its own approved website and approved third party marketplace accounts. Authorization is limited to the brands, products, channels, and territory identified in the Account Approval. The separate Minimum Advertised Price Policy is a unilateral Company policy, not a negotiated pricing agreement or a promise by Reseller to maintain resale prices.

1 Parties and scope

1.1 Company. The contracting seller is Rev Motive LLC, a limited liability company and the parent company of Hiperion Brands (Company). References to Hiperion Brands identify Company's wholesale business. Company may be contacted for account issues, policy questions, safety matters, and contractual notices at bill@hiperionbrands.com. Reseller is the legal business identified in the website account application accepted by its authorized representative.

1.2 Brands and Products. Company is the sole owner of the brands in the Hiperion Brands portfolio, including Rev Auto, Collette, Clenmore, and Chubb Scrubb, and other Company-owned brands identified on www.hiperionbrands.com. Brand Owner or Brand Owners refers to Company in that capacity and any identified lawful successor to the applicable brand rights. Products means the genuine products Company authorizes in the Account Approval and supplies to Reseller. Approval for one brand or product does not approve any other; only the expressly approved brands and products are covered.

1.3 Business purchases. Reseller purchases for resale in the ordinary course of its business, not for personal consumption. These terms govern the Company to Reseller relationship. They do not displace nonwaivable rights of consumers or third parties, or mandatory legal duties of either party.

2 Acceptance and document priority

2.1 Formation and electronic acceptance. Company offers these terms for acceptance during website account registration. This agreement takes effect immediately when Reseller's authorized representative affirmatively selects the agreement acceptance control and submits the application after receiving conspicuous access to these terms and a downloadable copy. The representative confirms authority to bind the business identified in the application. No handwritten signature or separate signature page is required. Reseller consents to electronic contracting and may retain a copy. Company must separately approve purchasing and resale permissions under Section 2.4; acceptance, registration, an automated receipt, a purchase request, or access to prices alone is not sales authorization. The September 18, 2026 document date does not establish an earlier acceptance, approval, or notice date and does not impose obligations retroactively.

2.2 Order of priority. A later amendment expressly accepted by both parties, including by electronic acceptance, controls over this agreement; an expressly agreed brand or product addendum controls for its subject; the Account Approval controls approved scope and expressly agreed commercial exceptions; accepted Performance Terms under Section 10.4 control the specified performance requirements; this agreement controls other matters. Company approval alone does not impose a new material contractual obligation or override Section 21.1. An accepted order controls only the specific SKU, quantity, price, delivery arrangement, and payment terms expressly accepted by Company. Reseller's purchase order boilerplate, portal terms, or other conflicting terms are rejected unless a Company officer expressly accepts them in writing, including an attributable electronic record.

2.3 Website information. The Company catalog at www.hiperionbrands.com states available wholesale prices, minimum order quantities, case quantities, and product information. Product-specific minimum advertised prices are identified by the MAP or Minimum Advertised Price field on the applicable individual product detail page and administered under the separate MAP Policy. Those fields, together with Company's dated MAP notices and effective dates, constitute the MAP Schedule described in that policy. Wholesale price, MSRP, MOQ, and units per case are separate from MAP. Order terms are fixed when Company accepts the order, subject to any expressly agreed adjustment. Company will make referenced operating guidelines available before they apply. A later website edit does not retroactively change an accepted order or bypass the MAP Policy's notice process. The separate MAP Policy and MAP Schedule are not incorporated as contractual price commitments.

2.4 Account Approval. Company will provide an electronic approval record through the account portal or an email to Reseller's registered email address (Account Approval). It identifies the approved legal business, brands and Products or an expressly defined catalog scope, exact website domains and marketplace seller IDs, territory, permitted fulfillment methods, and any product or channel restrictions. A missing or unapproved channel or brand does not confer permission. The record may expressly approve all identified eligible brands or Products then available, but registration does not automatically approve the entire catalog or future additions. Company will retain and make the approval record available to Reseller. Changes in approved scope must be recorded in writing and remain subject to applicable notice, acceptance, and termination provisions. Any required purchase or marketing targets must also satisfy Section 10.4; an approval record cannot substitute for Reseller's acceptance of new Performance Terms.

3 Account eligibility and security

Reseller must provide accurate business identity, contact, tax exemption, ownership or control, seller account, and fulfillment information reasonably requested for account verification. Reseller must hold required licenses and permits and promptly provide valid resale certificates. Company may verify information through lawful means, require updated documents, or decline an application. Reseller must notify Company within five business days of material changes, including ownership, legal name, domains, marketplace accounts, fulfillment providers, or tax status; approval of new selling channels must occur before use.

Reseller must protect account credentials, restrict access to authorized personnel, and notify Company promptly of suspected compromise or unauthorized orders. Reseller is responsible for orders placed by its authorized personnel and for its contractors’ performance under this agreement, except to the extent a loss is caused by Company’s own breach or misconduct. Approval cannot be sold, rented, lent, or transferred to another entity or seller account. Account information will be handled under Company’s applicable privacy notice and law.

4 Grant of resale authorization

4.1 Approved sales. While this agreement and the relevant approval remain in effect, Company grants Reseller a limited, nonexclusive, nontransferable authorization to purchase and resell Products to end users through the exact domains, storefronts, and seller IDs approved in the Account Approval. These may include Reseller’s own website, Amazon, Walmart, and eBay. Authorization remains subject to the scope, quality standards, and other nonprice obligations of this agreement and lawful Company decisions about continued business relationships.

4.2 Territory and additional channels. The default territory is the United States only, unless the Account Approval expressly states otherwise. A United States account does not authorize foreign marketplace sites, export, cross-border fulfillment, auctions, live shopping, social commerce, brick and mortar stores, or additional domains unless approved. Reseller must obtain written approval before adding a channel, selling account, brand, or restricted SKU. Company may approve narrower product or channel permissions than those available elsewhere in its catalog.

4.3 No redistribution. Reseller may sell to consumers and business end users buying for their own use. Reseller may not act as a distributor, sell to another reseller, supply a liquidation channel, or transfer bulk inventory to an affiliate or third party for resale without written approval. It must not knowingly use agents, related entities, or alternate accounts to evade these restrictions. An approved warehouse or fulfillment provider may hold inventory without receiving independent resale rights.

4.4 No exclusivity or agency. Company may sell directly and appoint other resellers. No territory, customer, marketplace position, margin, or volume is reserved to Reseller. Reseller is an independent business and has no authority to bind Company or a Brand Owner, extend warranties on their behalf, or represent itself as their employee, agent, exclusive distributor, or official corporate store. This agreement does not require Reseller to refrain from carrying competing brands. Any legally mandatory dealer or franchise protections apply notwithstanding the parties’ intended independent reseller relationship.

5 Marketplace accounts and listings

5.1 Platform responsibility. Reseller is the seller of record for its retail transactions and must comply with platform rules, verification requests, applicable laws, and customer service obligations. Company authorization does not guarantee platform approval, ungating, listing access, a featured offer, advertising eligibility, sales, profit, or continued account access. Platform approval and Company authorization are separate requirements. Company is not responsible for ordinary marketplace fees, reserves, account suspensions, storage, removals, advertising spend, refunds, or fulfillment losses, except to the extent a claim is otherwise recoverable under this agreement or applicable law.

5.2 Listing accuracy. Reseller may list only the exact product, size, quantity, condition, and version corresponding to its inventory. It must use the correct identifier and existing listing where appropriate. Without Company’s written approval, it must not create duplicate product listings, alter shared brand content, change titles or brand attributes, merge or split variations, substitute UPCs or GTINs, or register brand assets in a registry. Reseller may make necessary corrections to its own seller offer and notify Company of suspected catalog errors. Nothing requires leaving unlawful or unsafe content live while awaiting approval.

5.3 Documents and permissions. Reseller must not alter, fabricate, backdate, or misrepresent invoices, letters of authorization, test reports, safety data sheets, certificates, or purchase quantities. Company may issue accurate documents within the scope of its authority, but does not guarantee platform acceptance. Any separate authorization letter must identify the approved entity, seller account, scope, and validity period. It does not expand this agreement unless expressly stated by Company. Reseller must not request Brand Registry administrator rights, file brand ownership claims, or submit IP complaints on a Brand Owner’s behalf without specific written authority.

5.4 Reviews and marketplace conduct. Reseller must not purchase or manufacture fake reviews, condition incentives on favorable sentiment, manipulate rankings, misrepresent sales, misuse customer data, submit false infringement or authenticity reports, or interfere unlawfully with another seller. Endorsements and incentives must be lawful, disclosed when required, and permitted by the platform. Reseller must notify Company within one business day of a material authenticity, safety, regulatory, or IP complaint concerning Products and cooperate with a reasonable factual investigation.

6 Fulfillment and product traceability

Reseller may use approved third party logistics providers and platform fulfillment programs identified in the Account Approval, including FBA or WFS if approved. Reseller remains responsible for preparation, account configuration, inventory records, labels, appointment rules, shipment plans, and any fees caused by its instructions or operations. Direct shipment by Company to a fulfillment center requires advance written acceptance of the shipment plan, carton labeling, destination, and any prep services and charges.

Reseller must preserve traceability to Company invoices and, where supplied, lot, batch, serial, or expiration information. Inventory identifiers and platform labeling must distinguish Reseller’s authorized stock where the platform permits. Reseller must not knowingly commingle Products with inventory of unknown or unauthorized origin or use a fulfillment configuration that prevents reasonable source and recall tracing. If platform practices make the required traceability impracticable, Reseller must notify Company and obtain an approved alternative before sending affected stock.

No label may obscure a warning, ingredient statement, lot code, expiration date, or required product identifier. Reseller must use current, accurate product documents for transport and platform classification and must not misclassify a product to bypass dangerous goods, restricted product, or carrier controls. Company does not guarantee a platform’s classification or processing time.

7 Product integrity and customer experience

7.1 Handling. Reseller must store, transport, and handle Products in accordance with their labels, current supplied safety information, reasonable written quality standards, and applicable law. Products must be protected from contamination, tampering, theft, unsuitable temperatures, moisture, and other foreseeable deterioration. Reseller must rotate dated stock appropriately and not offer expired, recalled, leaking, damaged, adulterated, or otherwise unsaleable Products.

7.2 Packaging. Reseller may not dilute, decant, refill, relabel, repackage, alter formulas, remove safety features, or modify a Product. It may break a wholesale master case into individual units only where each unit is a complete, sealed, properly labeled consumer unit and the approved SKU permits individual resale. It may not split a sealed retail multipack or kit. New bundles, mixed packs, private labels, sample packs, or combinations require written approval and appropriate identifiers and disclosures. Shipping labels and protective outer packaging are permitted if they preserve the retail product and required information.

7.3 Returns and condition. Used, opened, customer-returned, damaged, or suspect inventory must not be sold as new. Reseller must segregate and evaluate such inventory under documented procedures and Company’s reasonable product-specific requirements. Refurbished, outlet, or other secondary resale requires separate written approval. Reseller must provide truthful stock availability, delivery estimates, contact information, and return policies, and respond promptly to customer service and safety inquiries.

8 Brand assets and marketing claims

Company grants only the limited rights it owns or is authorized to grant to use supplied trademarks, product photographs, and approved copy to identify and promote authorized Products during the approval period and any permitted sell-through. Reseller must follow supplied brand usage rules and must not claim ownership of those assets. Any goodwill from licensed trademark use benefits the relevant Brand Owner.

Reseller must not register or acquire confusing brand-based trademarks, domains, social handles, storefront names, or logos, or imply that an independent store is the official brand website. It must not alter supplied creative assets in a way that changes claims, warnings, composition, or brand identity without approval. Reseller must obtain necessary rights for its own creative materials and is responsible for claims made by its staff, affiliates, agencies, and influencers. Use of an AI tool does not excuse inaccurate claims or unauthorized use of protected or confidential information.

Reseller must not add unapproved disinfectant, antimicrobial, medical, environmental, safety, performance, country-of-origin, or regulatory approval claims. It must accurately reproduce applicable warnings and instructions and use substantiated, lawful advertising. Company approval does not authorize an unlawful claim. Neither party will require Reseller to suppress truthful consumer reviews or lawful reports to a regulator. Truthful identification of genuine goods and other nonwaivable rights are not eliminated by this license.

9 Independent pricing and separate MAP Policy

Reseller independently determines the prices at which it sells Products. MSRP is a suggestion only. Company may separately issue a unilateral Minimum Advertised Price Policy for designated Products, together with a dated MAP Schedule and public policy changes. That policy describes Company’s independent approach to advertised prices and future dealings; it is not part of Reseller’s contractual promise about prices.

The separate policy identifies the applicable product-page MAP as the benchmark for covered advertising on Reseller's website and approved marketplaces. Advertising below the effective amount is inconsistent with that policy and may lead to Company's independent decision to discontinue future supply or authorization, subject to the policy, this agreement's notice requirements, and applicable law. A page edit alone does not accelerate an announced effective date. The policy governs advertised prices and does not impose a minimum actual transaction price.

Neither party requests or gives an agreement to fix minimum resale prices. Company does not negotiate MAP commitments, seek assurances about future resale prices, or require Reseller to coordinate with other sellers. A MAP policy departure alone does not create contractual damages, a pricing fine, or an obligation to compensate Company for a low price. Company may independently decide whether to continue future supply or authorization to the extent permitted by law and applicable contractual notice obligations. Any MAP administration remains subject to applicable antitrust law; calling a policy unilateral does not override that law.

10 Orders quantities and continuing performance

10.1 Order minimums. Wholesale prices, ordering units, minimum order quantities (MOQs), case multiples, and any minimum order value are shown in the catalog or an express quotation. Reseller must distinguish a case price from a unit price and order the applicable case multiples. Unless an approved SKU specifically requires resale as a retail pack, purchasing MOQ rules govern purchases from Company, not the quantities an end customer must buy. An order MOQ does not by itself establish a continuing purchase commitment.

10.2 Acceptance. Each order is an offer subject to Company acceptance. Company may decline orders, apply credit or quantity limits, allocate limited stock on lawful grounds, or discontinue future offerings. Acceptance occurs upon express written confirmation or shipment of the accepted portion. An automated receipt is acknowledgment only. Company must obtain Reseller’s approval before substituting a materially different product or changing an accepted price or quantity. Obvious catalog errors may be corrected before acceptance; if discovered afterward, the parties will agree on a correction or cancel the affected unshipped portion with a refund of the corresponding payment.

10.3 Changes and cancellations. Company will identify backordered items and any proposed partial shipment. Additional shipping charges for split shipments require prior disclosure and acceptance. Reseller may request cancellation or changes before shipment; they are effective only when Company confirms. Approved cancellations of custom work or reserved special orders may include reasonable documented nonrecoverable costs disclosed and accepted in advance. No automatic restocking or cancellation penalty applies unless expressly agreed before the order.

10.4 Continuing purchase qualification. Company may offer specific ongoing purchase, reorder, or marketing requirements through clearly identified electronic terms presented during account registration or later (Performance Terms). They apply prospectively only after Company offers them and Reseller affirmatively accepts them; Company must retain the accepted version and acceptance record. For each expressly identified account, brand, SKU, or channel scope, continued authorization is conditional on meeting the accepted minimum qualifying purchases per review period and maximum period without a qualifying reorder. The Performance Terms must state the amount or units, measurement dates, applicable Products, launch grace period, and qualifying reorder minimum. No unspecified target applies. Unless the accepted Performance Terms state otherwise, qualifying purchases are Products shipped by Company to Reseller and paid for when due, net of returns, cancellations, credits, discounts, taxes, freight, and service charges. A pending or canceled order does not count. Dollar amounts are measured in United States dollars; unit targets count the specified consumer units or cases. Excess purchases do not carry forward unless expressly agreed. These are conditions of continued program eligibility, not a take-or-pay obligation or an automatic invoice for missing purchases.

10.5 Marketing obligations. If the accepted Performance Terms expressly include a marketing plan, Reseller must carry out that plan for the identified Products and channels. A PPC requirement must specify the platform, eligible ad type, monthly budget or other objective activity requirement, start date, and reporting method. Reseller pays its own agreed advertising costs unless a separate written funding arrangement states otherwise. Reseller controls lawful bids, campaign execution, and actual resale prices and must follow platform rules and approved brand claims. It need not disclose future retail pricing or confidential bidding strategies. Neither matching Company's ad spend nor a subjective judgment that Reseller is not promoting enough creates a requirement. No sales result, return on ad spend, ranking, Featured Offer share, or transfer of the Buy Box is promised. A purchase target and marketing requirement are cumulative only if both are expressly included in the accepted Performance Terms.

10.6 Performance reporting. Where a continuing purchase or marketing requirement applies, Reseller must provide a monthly report within ten business days after month-end showing units sold and on hand for affected Products by approved channel, material stockouts, and, if required, campaign activity and actual advertising spend. Reasonable platform summaries or exports suffice; customer identities, account passwords, unrelated brand data, and future pricing or bidding plans are excluded. Company may verify relevant records under Section 16 and must protect confidential information under Section 17.

10.7 Supply and platform interruptions. The affected measurement period will be extended by documented days during which Company could not supply timely requested conforming stock, an applicable recall prevented sales, or a platform restriction beyond Reseller's reasonable control prevented the required activity. The extension is limited to affected Products and requirements and is not cumulative for overlapping events. Reseller must notify Company promptly, provide reasonable evidence, and mitigate the interruption. No extension applies to a restriction caused by Reseller's breach or its voluntary decision not to fund an agreed campaign. Reseller need not spend on an ad type for which the offer is ineligible; an equivalent lawful activity requires written agreement, without any commitment about retail prices. A platform interruption affecting advertising alone does not automatically excuse unrelated purchase requirements.

10.8 Failure to qualify and future supply. If an applicable requirement is not met, Company may give written notice identifying the shortfall and allow ten business days to supply contrary evidence, complete a qualifying cure, or obtain Company's written acceptance of a dated corrective plan. Catch-up purchases count toward the missed period only; marketing deficiencies require a lawful prospective corrective plan where past activity cannot be recreated. If the deficiency remains unresolved after that period, Company may prospectively restrict or decline new purchase requests, suspend the affected purchasing account, decline renewal, or revoke authorization for the affected brands, Products, channels, or account by written notice, subject to Section 20 and mandatory law. Company need not accept an inadequate corrective plan. No shortfall charge or automatic ad-spend reimbursement is imposed. Accepted orders and accrued obligations remain governed by their terms. A termination solely for commercial underperformance receives the inventory treatment in Sections 20.4 and 20.5. Company also retains its ordinary termination right under Section 20.1 even where no performance threshold is selected. These nonprice provisions must not be used to obtain pricing promises, coordinate sellers, or require transfer of a marketplace offer or listing.

11 Payment taxes and credit

Unless Company approves written credit terms, payment in United States dollars is due in full before shipment through an accepted payment method. Credit limits and future payment terms may be changed prospectively on written notice, but accepted invoice due dates do not change without agreement. No personal guaranty is created by this agreement; any guaranty requires a separate signed document.

Reseller is responsible for applicable taxes, duties, and disclosed shipping or service charges, excluding taxes on Company’s net income. A tax exemption applies only with valid supporting documentation. Reseller must reimburse taxes Company is legally required to collect because of Reseller’s invalid exemption representation, together with attributable lawful charges, excluding amounts caused by Company’s own errors.

Reseller must promptly identify any invoice dispute in writing and pay undisputed amounts when due. Reseller may not make deductions for its own promotions, platform penalties, consumer refunds, or other unapproved allowances, except where a deduction or setoff is legally protected. Company may suspend future shipments for unpaid undisputed amounts after notice and may recover reasonable collection costs to the extent lawfully awarded or agreed. Interest or late fees apply only if separately stated in approved credit terms and lawful; no rate is created by this agreement.

Reseller must not make a knowingly false payment dispute or chargeback. Nothing waives good-faith dispute rights or rights that payment rules or law do not permit the parties to waive. Payment instructions must be verified through an established Company contact before Reseller acts on a purported bank-account change.

12 Shipping delivery and inspection

12.1 Shipping costs. Reseller pays the shipping amount accepted with the order. A checkout carrier quote is an estimate of the selected service based on the entered shipment details, not a promise that every later carrier adjustment will be identical. Company must obtain approval before charging any additional amount, unless the adjustment is expressly authorized by the accepted order terms. Incorrect addresses, special delivery requirements, and changes requested by Reseller may create documented additional charges. Company does not assume responsibility for Reseller’s retail shipping promises.

12.2 Title and transit risk. Unless an accepted order expressly provides otherwise, title passes on delivery to the destination specified in the accepted order. If Company arranges carriage, Company bears ordinary transit loss risk until that delivery. If Reseller arranges its own carrier or pickup, transit risk passes on documented handoff to that carrier or Reseller. Risk transfer does not excuse Company’s own breach, inadequate preparation, or delivery of nonconforming Products. Delivery to a designated fulfillment center counts as delivery even if that facility later delays check-in or misplaces stock.

12.3 Inspection and claims. Reseller must inspect deliveries promptly, document visible freight damage when reasonably possible, preserve packaging and evidence, and report apparent shortages, incorrect items, or visible damage within five business days of delivery. Suspected nondelivery should be reported promptly after the expected arrival. Failure to meet the five-day notice target does not waive latent defect, fraud, recall, or nonwaivable rights; a delayed claim may be denied only to the extent permitted by law and supported by actual prejudice or an applicable agreed claim limit. Carrier deadlines may be separate. Company and Reseller will reasonably cooperate in a valid carrier claim, without double recovery.

Delivery estimates are not guarantees unless expressly accepted as such. Company must notify Reseller of material delays known to it. Reseller may cancel an unshipped affected portion and receive its associated payment back after a delay exceeding thirty calendar days beyond the latest accepted estimate, unless the parties agree otherwise in writing.

13 Returns defects and limited wholesale warranty

13.1 Commercial returns. Purchases are firm and are not on consignment or guaranteed sale. Unsold stock, slow sales, changed platform eligibility, listing suppression, a lost featured offer, changes in demand, or Reseller’s customer returns do not by themselves create a right to return Products to Company. Voluntary stock returns require a written return merchandise authorization (RMA) that states condition, timing, freight, credit, and any agreed restocking charge. Company may refuse unauthorized returns. This restriction does not eliminate remedies for Company’s breach, qualifying defects, recalls, or nonwaivable legal rights.

13.2 Limited wholesale warranty. Company warrants to Reseller that, at delivery, Products supplied by Company are genuine, materially match the accepted order, and are free from material manufacturing defects for ninety days after delivery when properly stored and handled. Any longer written brand warranty remains governed by its stated terms. Reseller must notify Company within a reasonable time after discovering a claimed defect and provide invoice, lot, photos, and samples reasonably needed for evaluation. Short notice targets do not restrict safety reporting or legally protected claims.

13.3 Remedy. For a verified claim covered by this limited warranty, Company may replace the affected Product, provide credit, or refund the purchase price, and bear reasonable authorized return freight. If replacement or credit does not provide an effective remedy within a reasonable time, Company will refund the affected price and recoverable authorized freight. No return shipment of hazardous or recalled goods may occur without appropriate instructions. Reseller may not discard evidence or charge Company for a consumer settlement without approval, except as law or urgent safety action requires. Company may reject claims to the extent damage resulted from Reseller’s misuse, improper storage, repackaging, modification, or acts after risk passed, rather than a covered defect.

13.4 B2B warranty disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS AGREEMENT OR AN APPLICABLE WRITTEN BRAND WARRANTY, COMPANY DISCLAIMS, TO THE MAXIMUM EXTENT LAWFUL IN THIS BUSINESS TRANSACTION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. This disclaimer does not disclaim title, authenticity, fraud, expressly promised specifications, or warranties that cannot legally be excluded. Reseller may not represent this B2B allocation as a waiver of consumers’ rights or erase an applicable consumer warranty.

14 Safety complaints and recalls

Reseller must notify Company immediately, and no later than twenty-four hours after awareness, of a serious injury, suspected contamination or counterfeit, dangerous defect, regulatory contact, or recall affecting Products. Other material safety complaints must be reported promptly. These contractual notices never replace, postpone, or condition a legally required report to an authority. Reseller must preserve relevant evidence and reasonably necessary traceability records.

Upon a credible urgent safety concern, regulator instruction, or Company stop-sale notice based on a reasonable safety or compliance concern, Reseller must immediately stop affected sales and shipments, isolate relevant stock, prevent automated relisting, and cooperate in identifying inventory and affected buyers. Company will identify the affected scope and instructions as information becomes available. Reseller must promptly request appropriate action by its platforms and fulfillment providers and must not resell recalled stock through liquidation, donation, or another account.

Each party retains its own regulatory duties. Company coordinates brand communications where it has authority, but cannot prevent necessary regulator reporting or lawful emergency action. Return, disposal, remediation, and reasonable recall costs will be allocated according to the parties’ respective responsibility and any mandatory law. Reseller bears costs to the extent caused by its alteration, mishandling, false claims, unauthorized supply, or breach. This agreement does not shift a manufacturing defect or Company-caused recall to Reseller merely because it sold the Product. Neither party may recover the same cost twice.

15 Legal compliance and data protection

Each party must comply with laws applicable to its role. Reseller is responsible for its retail sales, required business registrations, sales taxes, marketing disclosures, privacy practices, consumer service, and lawful shipping and storage. Product-specific requirements can include warning display, hazardous materials handling, product safety, environmental claims, age or category restrictions, and California warnings where applicable. Company must provide accurate product information and warnings within its responsibility; Reseller must communicate required warnings and must not remove or contradict them. No party may knowingly direct the other to violate law.

Reseller must use reasonable administrative, technical, and physical measures to protect Company confidential information and customer data. It may share customer-level information with Company only for a lawful, necessary purpose, with appropriate notices, permissions, minimization, and security. Aggregated data should be used where sufficient. A separate data-processing agreement is required if the parties’ actual arrangement calls for one. Reseller must notify Company without undue delay of a security incident affecting Company information, while independently meeting applicable legal reporting duties. No access to Reseller’s marketplace passwords or unrelated customer data is granted by this agreement.

16 Records and reasonable verification

For at least three years after the relevant sale, or longer where law or an active recall requires, Reseller must retain records reasonably needed to verify source, quantities, approved channels, product condition, complaints, and traceability. Personal information must not be retained longer than law and the stated purpose allow. Reseller will provide relevant records within five business days of a reasonable written request, sooner where an urgent recall or legal deadline requires.

Company may review public listings, make lawful test purchases, and, on at least five business days’ notice during normal business hours, conduct a proportionate review of relevant records and product handling at an agreed location. Routine on-site reviews are limited to once per year unless a documented compliance concern justifies more. Reviews must protect Reseller’s confidential and unrelated information, observe provider access restrictions, and avoid unreasonable disruption. If physical access is unavailable, an appropriate independent report or remote review may be used. Company bears routine review costs; reasonable additional costs may be recovered only for a verified material breach and to the extent lawfully recoverable.

Company will not use this verification right to demand future resale pricing plans, coordinate sellers, or obtain competitively sensitive information unrelated to this agreement.

17 Confidential information

Nonpublic wholesale prices, account discounts, unreleased products, formulations, supplier information, business records, credentials, and materials identified as confidential or reasonably understood to be confidential must be used only for the authorized relationship. Each receiving party must protect them with reasonable care and disclose them only to personnel and professional advisers who need them and are bound by appropriate confidentiality obligations.

Confidential information excludes information lawfully public, already known without restriction, independently developed, or lawfully obtained from another source. Necessary disclosure to advisers, insurers, platforms verifying genuine purchases, courts, or regulators is permitted with reasonable minimization; advance notice is required only when lawful and practicable. Nothing bars protected whistleblowing, truthful safety reports, lawful legal claims, or disclosure required by law. This section lasts three years after termination, and trade secrets remain protected while they qualify under applicable law.

18 Insurance and allocation of third party claims

18.1 Insurance. Unless Company expressly waives or modifies the requirement in the Account Approval, Reseller must maintain commercial general liability insurance, including products and completed operations, with limits of at least USD 1,000,000 per occurrence and USD 2,000,000 aggregate, plus any legally required coverage. Where commercially available on reasonable terms, Company and the identified Brand Owners must be additional insureds for liability arising from Reseller’s operations, not for their sole misconduct. Reseller must provide evidence on request and promptly notify Company of a material cancellation or reduction it learns about. Insurance does not expand legal liability or replace either party’s own coverage.

18.2 Reseller indemnity. To the extent permitted by law, Reseller will defend and indemnify Company, the approved Brand Owners, and their respective officers and employees against third party claims, resulting damages, and reasonable defense costs to the extent caused by Reseller’s breach, negligence, willful misconduct, unlawful advertising, misuse of intellectual property or data, unauthorized alteration or sourcing, or failure to carry out required corrective action. This obligation does not cover a claim to the extent caused by Company’s or a Brand Owner’s manufacturing defect, breach, negligence, or misconduct. Fines and penalties are included only where indemnification is lawful.

18.3 Procedure. The protected party must promptly give notice and reasonable cooperation. Late notice reduces obligations only to the extent it materially prejudices the defense. Reseller may control a covered defense through competent counsel reasonably acceptable to the protected party; conflicts permit separate representation as legally appropriate. No settlement may admit fault, impose nonmonetary obligations, waive rights, or fail to fully release a protected party without its written consent, not unreasonably withheld. If Reseller fails to undertake an owed defense, the protected party may reasonably defend and seek recoverable costs. This provision does not transfer or eliminate either party’s mandatory product liability responsibilities.

19 Liability and remedies

19.1 Commercial limits. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND THE APPROVED BRAND OWNERS WILL NOT BE LIABLE TO RESELLER FOR LOST PROFITS, LOST SALES, LOST GOODWILL, LOSS OF A MARKETPLACE ACCOUNT, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THIS RELATIONSHIP. Subject to Section 19.2, their combined aggregate liability to Reseller for all claims arising from this agreement will not exceed the amounts paid or payable by Reseller to Company for Products during the twelve months preceding the event first giving rise to the claim. Related claims are treated as one event for this cap. A refund of money for an unfulfilled order remains payable and is not extinguished by the cap.

19.2 Mandatory exceptions. These exclusions and limits do not restrict liability to the extent restriction is prohibited by law, including applicable liability for fraud, willful misconduct, gross negligence, or personal injury or property damage from defective products. They do not limit a mandatory recall obligation or a nonwaivable statutory remedy. A remedy that fails of its essential purpose is subject to applicable law. No clause excuses compliance with legal duties or makes Company immune from every claim.

19.3 Available relief. Company may seek lawful damages and, when legal standards are met, injunctive or other equitable relief for misuse of confidential information, intellectual property, unsafe Products, or other actionable breaches. Relief is not automatic; no bond, proof requirement, or defense is waived by this clause. There are no automatic per-listing fines or liquidated damages in this agreement. Reseller’s payment and properly triggered indemnity obligations remain subject to their own terms and applicable law.

20 Suspension termination and remaining inventory

20.1 Ordinary termination. Either party may terminate this agreement without cause on thirty days’ written notice, subject to mandatory law. Company may revoke a specific brand, SKU, or channel approval on the same notice without necessarily ending other approvals. Company may reject new orders during the notice period. Accepted orders remain governed by this agreement unless canceled by agreement, for a material breach, for a genuine safety or legal reason, or as otherwise expressly allowed here.

20.2 Breach and urgent action. For a material nonprice breach capable of cure, Company may give written notice identifying the issue and allow ten business days to cure. Company may suspend affected access, supply, or authorization immediately when reasonably necessary to address fraud, counterfeiting, serious safety risk, unlawful conduct, misuse of brand rights, unauthorized redistribution, material security compromise, repeated material breach, or an overdue undisputed balance. Company may terminate immediately for an incurable material breach or a serious or repeated breach warranting termination under law. Otherwise termination follows failure to cure. Insolvency-related action remains subject to bankruptcy law and other mandatory limits. MAP matters are handled independently under the separate policy, not as a contractual pricing breach.

20.3 Effect. Upon termination, Reseller must stop holding itself out as a currently authorized reseller, stop placing new orders, pay amounts already due, return or delete confidential materials except necessary lawful records, and remove expired authorization letters and brand credentials from use. Unfulfilled prepaid orders canceled by Company must be refunded after any lawful, documented offset. No automatic inventory repurchase obligation arises, except for required defect remedies, recalls, an express written repurchase arrangement, or mandatory law.

20.4 Limited sell-through. Following ordinary termination or termination solely for commercial underperformance under Section 10.8, Reseller may sell genuine, paid-for, compliant stock already owned for thirty calendar days through previously approved channels, using only the brand references and assets reasonably needed for those sales. It must continue quality, traceability, customer service, and other applicable nonprice obligations and may not claim current authorization. Reseller continues to set its own resale prices. This limited permission does not extend to recalled, counterfeit, unsafe, or otherwise unlawful stock, or stock and channels affected by a justified immediate termination for serious misconduct. Any extension must be written. Reseller must provide a reasonable closing inventory statement on request.

20.5 Legal rights and remaining stock. After a permitted sell-through, further Company-granted authorization and asset licenses end. Company may agree to a lawful return, buyback, alternative disposition, or additional license, but no such arrangement is automatic. These terms do not automatically make a resale of genuine goods trademark infringement or override first-sale rights or other nonwaivable rights. Company will not use a false IP complaint merely to enforce a contract or MAP issue. Destruction or forfeiture of lawfully owned inventory requires a valid legal basis or separate written agreement.

21 Changes notices and general terms

21.1 Amendments. Material contract changes require notice and affirmative acceptance by Reseller before they apply. Mere website posting is insufficient. Company may issue reasonable prospective nonprice operational updates consistent with this agreement on at least thirty days’ notice; an urgent legal or safety update may apply sooner to the extent necessary. Reseller may end future participation if it declines a material change. Accepted order terms remain unchanged unless agreed. The separate unilateral MAP Policy follows its own lawful notice process.

21.2 Notices and contact. Contractual notices to Company must be sent to bill@hiperionbrands.com. Notices to Reseller must be sent to the current registered notice email in its account record. Email notice is effective when the sender receives confirmation of delivery or an actual reply. If delivery is uncertain, notice must also be sent by a tracked delivery method to the recipient's verified current business address and is effective upon confirmed delivery or documented refusal. Either party will provide its current business address on reasonable request. Routine order confirmations may use the account email. Urgent safety notices must also use any available current operational contact. Each party must keep its contact information current; Company will announce a changed notice email through the existing address or another verified channel. These methods do not replace legally required service of process.

21.3 Assignment. Reseller may not assign this agreement or transfer approved accounts or a controlling ownership interest without Company’s prior written approval, not to be unreasonably withheld where law requires otherwise. Company may assign to an affiliate or a purchaser of the relevant business that assumes its obligations, on notice and subject to law. Brand rights cannot be assigned beyond Company’s actual authority. No transfer releases accrued liabilities without express agreement.

21.4 Events beyond reasonable control. Neither party is liable for delay caused by an event beyond its reasonable control, such as natural disaster, government action, or major transportation interruption, if it gives prompt notice and reasonably mitigates the effect. Lack of funds, ordinary market price changes, and avoidable supplier failures are not automatically excused. The clause does not excuse amounts already owed, safety duties, or required refunds. Either party may cancel an affected unshipped portion after thirty days of continuing disruption and obtain a refund of the related prepayment, subject to separately accepted nonrecoverable custom-order costs.

21.5 Disputes. California law governs, without displacing another jurisdiction’s mandatory protections. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to mandatory venue rules, disputes must be brought in a state court in Los Angeles County, California, or, if federal jurisdiction exists, the United States District Court for the Central District of California. The parties consent to personal jurisdiction there. Before ordinary litigation, a party will give written notice and allow fifteen days for good-faith discussion; this does not delay urgent relief, safety action, statutory deadlines, or protected agency reports. Reasonable prevailing-party attorneys’ fees and costs may be awarded to the extent permitted by law. This agreement does not create arbitration, a jury waiver, or a class-action waiver.

21.6 Remaining provisions. Failure to enforce a term once is not a waiver. An unenforceable provision will be limited only as law permits, with the remainder preserved if the agreement can reasonably operate. The agreement and expressly incorporated approved documents are the entire agreement on this subject. No oral sales statement changes them. Affirmative electronic acceptance and electronic records may be used where lawful; the accepted version and account records may establish assent without a paper signature page. Identified Brand Owners are intended beneficiaries only of the provisions protecting their intellectual property, confidential information, indemnity, and lawful liability limits; no broader duty to Reseller is created by that designation. Payment, accrued claims, applicable warranty provisions, records, safety cooperation, confidentiality, IP protections, indemnity, liability limits, and dispute terms survive as needed to give them effect.