Product Reseller Agreement

Product Reseller Agreement

By purchasing Mad Rabbit products through this site, you acknowledge that you are a reseller and agree to be bound by the Mad Rabbit Product Reseller Agreement.

This Product Reseller Agreement (this "Agreement"), dated as of [DATE], is entered into between Mad Rabbit Tattoo, Inc., a Delaware corporation (“Supplier”), and [RESELLER NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] having its principal place of business at [BUSINESS ADDRESS] ("Reseller," and together with Supplier, the "Parties," and each, a "Party").

Recitals

Supplier is in the business of manufacturing, producing, and selling the Products.

Reseller is in the business of marketing and reselling consumer goods within the Territory (as defined below).

Supplier desires to sell the Products to Reseller and appoint Reseller as its non-exclusive reseller for the marketing and sale of the Products to Customers (as defined below) within the Territory in accordance with the terms and conditions of this Agreement.

Reseller desires to purchase the Products from Supplier and resell the Products to Customers in the Territory, in accordance with the terms and conditions of this Agreement,

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

1. Definitions.

"Affiliate" of a Party means any other entity or individual that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, that Party.

"Agreement" has the meaning set out in the preamble and includes all exhibits and schedules to this Agreement. 

"Customer" means an individual or entity located in the Territory that may purchase or has purchased a Product from Reseller for its own internal use or consumption or incorporation into its own products.

"Effective Date" means the date both Parties sign this Agreement.

"Party" has the meaning set out in the preamble.

"Products" means any authentic Mad Rabbit Tattoo, Inc. products, current or future, made available to Reseller by Supplier for purchase, including all new product launches, variants, bundles, and packaging updates.

"Reseller" has the meaning set out in the preamble.

"Supplier" has the meaning set out in the preamble.

"Term" has the meaning set out in Section 8.

"Territory" means United States and Puerto Rico

"Trademarks" has the meaning set out under Section 7.

2. Appointment.

2.1 Non-Exclusive Appointment. Supplier hereby appoints Reseller, and Reseller hereby accepts the appointment, to act as Supplier's non-exclusive reseller of the Products to Customers in the Territory during the Term in accordance with the terms and conditions of this Agreement. Supplier may in its sole discretion market, distribute, and sell the Products, directly or indirectly, to any individual or entity in the Territory, including without limitation other distributors, resellers, and directly to end users. Reseller shall not sell or offer to sell Products outside the Territory. [Reseller shall direct to Supplier all inquiries received regarding potential sales of the Products outside the Territory.]

2.2 Supplier Priority Rights. Supplier retains the unrestricted right to market, distribute, and sell the Products directly to any customer, retailer, distributor, account, or marketplace, whether inside or outside the Territory, without limitation. Nothing in this Agreement grants Reseller any exclusivity, priority, or preferred access to any customer, channel, or marketplace.

2.3 Competitive Products. This Agreement does not preclude either Party from entering into an agreement with any third party to market, sell, resell, or distribute other products, including those similar to or that compete with the Products.

2.4 Rights of Affiliates. Reseller may purchase Products for the benefit of its Affiliates, and its Affiliates may purchase Products directly from Supplier under this Agreement only with Supplier’s prior written approval. Any such purchases by Affiliates shall be deemed purchases by Reseller. Reseller may not assign or delegate any of its rights or obligations under this Agreement to an Affiliate unless Supplier provides prior written consent. Reseller remains fully responsible and liable for all acts, omissions, sales practices, pricing, and marketplace compliance of its Affiliates. Any violation of this Agreement by an Affiliate shall be deemed a violation by Reseller. All restrictions in this Agreement, including but not limited to marketplace sales restrictions, MAP/MSRP pricing requirements, and quality-control obligations, apply equally to all Affiliates.

3. Reseller Obligations.

3.1 General Obligations. Reseller shall market, promote, and sell Products in compliance with Supplier’s branding requirements, pricing policies, and sales channel restrictions.

3.2 Marketplace Restrictions. Reseller shall not advertise, list, market, or sell the Products on any online marketplace or third-party e-commerce platform without Supplier’s prior written approval. This restriction applies regardless of Reseller’s in-store pricing. Prohibited marketplaces include, without limitation:

1. Amazon (Seller Central, Vendor Central, FBA, FBM)

2. Walmart Marketplace

3. eBay

4. Etsy

5. Target Plus

6. TikTok Shop

7. Wish

8. Temu

9. Any international equivalent marketplace

Reseller shall further not: 

1. sell or supply Products to any person or entity that Reseller knows or has reason to believe intends to resell the Products on a prohibited marketplace; 

2. utilize any repricing tools, drop shipping services, automated fulfillment services, or similar systems connected to any prohibited marketplace; or

3. attempt to circumvent this Section by using Affiliates, shell companies, brokers, third-party storefronts, or any indirect sales method.

Reseller may not ship, store, or route Products to any Amazon fulfillment center (FBA), Walmart fulfillment center (WFS), or any third-party marketplace-affiliated fulfillment center or warehouse. Any shipment or routing of Products to such facilities constitutes unauthorized marketplace participation, regardless of whether Reseller is the seller of record on the marketplace.

Reseller acknowledges that Supplier must maintain strict control of distribution channels, including marketplace activity, to comply with Amazon’s Brand Registry and related platform requirements. Any sale, attempted sale, or facilitation of sale on a prohibited marketplace constitutes a material breach of this Agreement.

A violation of this Section constitutes immediate material breach.

3.3 Authorized Channels Only. Reseller may sell the Products only through Supplier-approved sales channels. Approved channels are limited to (a) Reseller’s own physical retail locations, and (b) Reseller-owned e-commerce websites. Any sale, offer for sale, advertisement, or listing of Products through an unapproved online channel constitutes unauthorized resale, a violation of Supplier’s channel-control policy, and a breach of this Agreement.

3.4 MAP (Minimum Advertised Price) & Anti-Undercutting. Reseller shall comply with Supplier’s then-current MSRP and MAP policies. Without limitation, Reseller agrees that it shall not:

1. advertise, list, or sell the Products at a price below Supplier’s published MSRP or MAP;

2. employ hidden discounts, coupon codes, bundles, rebates, promotions, loyalty incentives, or any other mechanism that results in an effective advertised price below MAP;

3. use “price available at checkout,” cart-only pricing, strike-through pricing, or any similar method intended to circumvent MAP requirements; or

4. advertise or list Products on any platform or system that utilizes automated repricing tools or dynamic price-adjustment software.

Supplier may revise its MSRP or MAP policies upon fourteen (14) days’ written notice to Reseller.

MAP requirements apply solely to online advertising and online sales. Reseller remains free to determine its resale price for in-store, physical retail sales, and such in-store pricing shall not be deemed a violation of MAP, MSRP, or Supplier’s pricing policies.

3.5 Online Brand Protection. To maintain Supplier’s control over online brand presentation, product identifiers, and authorized distribution channels, Reseller shall comply with the following requirements, each of which Supplier deems material to its trademark, quality-control, and channel-management policies.

Reseller shall not:

1. create, register, or operate any website, social media account, domain, handle, profile, landing page, or digital property incorporating “Mad Rabbit,” any Supplier trademark, or any confusingly similar variation, without Supplier’s prior written approval;

2. create, modify, or publish any unauthorized online product listings, PDPs (product detail pages), or catalog entries for the Products; or

3. reproduce, alter, or utilize Supplier’s trademarks, imagery, copyrighted content, or marketing assets in any online environment without Supplier’s express written consent.

Without limiting the foregoing, Reseller shall not, under any circumstances:

1. create, market, publish, or sell any bundles, kits, multi-packs, gift sets, subscription offerings, or combined product configurations containing the Products;

2. package, group, pair, or bundle the Products with any other brand’s products or accessories for resale;

3. create or list new variations, multi-unit configurations, alternate quantities, or derivative listings (including “2-pack,” “3-pack,” “value pack,” “bundle,” etc.), whether manual or automated;

4. repackage, re-label, reconfigure, or alter unit quantities or packaging of the Products;

5. generate, assign, or utilize any new UPC, EAN, GTIN, ASIN, FNSKU, SKU, or product identifier for the Products;

6. list or associate the Products with any ASIN, product detail page, or catalog entry not created, owned, or expressly authorized by Supplier;

7. merge the Products onto an existing ASIN created by a third party;

8. modify or upload images, titles, bullets, ingredients, certifications, or compliance claims on any PDP without Supplier’s written approval; or

9. take any action that alters or interferes with Supplier’s control over ASIN ownership, Brand Registry catalog authority, or trademark-enforcement mechanisms.

All bundles, kits, multi-packs, derivative listings, alternate identifiers, or new PDPs are strictly prohibited unless Supplier provides prior written approval.

Reseller acknowledges that unauthorized bundles, ASIN creation, or catalog modification may constitute trademark infringement, false designation of origin, interference with Supplier’s quality-control measures, and unauthorized distribution under applicable law.

Any unauthorized sale, marketplace listing, or online advertising of the Products constitutes trademark infringement, false designation of origin under 15 U.S.C. §1125, and a material breach of Supplier’s quality-control program. Supplier’s quality-control program is a condition of authorization. Any Product sold outside Supplier-approved channels is automatically deemed non-genuine, non-conforming, and not subject to Supplier’s quality-control standards.

A violation of this Section constitutes an immediate material breach and grounds for termination pursuant to Section 8.3, and Supplier may pursue injunctive relief, removal requests to marketplace operators, and any other remedies available at law or in equity.

3.6 Quality Control, Storage, and Product Authenticity. Reseller acknowledges that Supplier maintains strict quality-control, storage, transportation, and product-handling standards necessary to ensure product integrity, safety, and authenticity. Unauthorized sellers outside Supplier-approved channels do not adhere to these controls, resulting in non-genuine and non-compliant products.

Accordingly, Reseller agrees that:

1. any Products sold outside Supplier-approved channels shall be deemed non-genuine, unauthorized, and in violation of Supplier’s quality-control program;

2. Reseller shall store, handle, transport, and display the Products strictly in accordance with Supplier’s quality, temperature, and storage requirements; and

3. Reseller shall maintain all Products in their original, unopened packaging with batch/lot codes intact.

Failure to comply with this Section constitutes a material breach and supports authenticity-based enforcement actions, including Amazon Brand Registry authenticity complaints and removal requests.

3.7 Seller Identity Verification. To prevent diversion and ensure transparency in Supplier’s authorized-reseller program, Reseller shall provide complete and accurate business information upon Supplier’s request, including:

1. legal business name and EIN;

2. physical business address;

3. names of all owners, officers, and managers;

4. URLs or online storefronts where the Products are or will be sold; and

5. all third-party distributors, brokers, fulfillment centers, or logistics partners involved in the handling or resale of the Products.

Supplier may suspend or revoke Reseller’s authorization for failure to provide accurate information or refusal to provide identity verification.

3.8       Prohibition on Liquidation, Bulk Divestment, and Grey-Market Distribution. 

Reseller shall not:

1. sell or supply Products to liquidation companies, pallet buyers, auction marketplaces, discount jobbers, flea markets, unauthorized wholesalers, grey-market resellers, or any entity known for product redistribution;

2. dispose of excess inventory through any unauthorized liquidation, clearance, distress-sale, or discounted bulk-sale channel; 

3. sell bulk quantities of the Products to any buyer without Supplier’s prior written approval; or

4. participate in, contribute to, or enable any parallel import, grey-market distribution, or unauthorized international sale of the Products.

 

All excess or unsold inventory must be either:

returned to Supplier at Reseller’s expense; or

destroyed with verifiable documentation, if approved in writing by Supplier.

 

Any violation of this Section constitutes immediate grounds for termination.

3.9 Enforcement Cost Recovery and Chargebacks.

1. Cost Recovery. If Reseller breaches this Agreement, Reseller shall reimburse Supplier for all reasonable and documented costs incurred in addressing the breach, including:

1. attorney fees and legal expenses;

2. reasonable audit, monitoring, and investigative costs;

3. marketplace-enforcement and brand-protection service fees;

4. internal labor and administrative costs at one hundred fifty dollars ($150) per hour; and

5. costs to identify, remove, or correct unauthorized online listings.

Supplier may recover such costs through chargebacks, set-offs, invoice deductions, or direct invoicing to Reseller.

2. Liquidated Damages for Marketplace Violations. If Reseller lists, advertises, or sells Products on any prohibited marketplace in violation of Section 3.2, or if Reseller fails to remove such listings within seventy-two (72) hours of Supplier’s written notice, Reseller shall pay liquidated damages in an amount not to exceed five hundred dollars ($500) per listing per day until the violation is cured.

3. Each new, revised, reinstated, or migrated unauthorized listing shall constitute a separate violation, and the cure period shall not apply to repeated or subsequent listings after the initial notice.

4. The Parties acknowledge that these liquidated damages represent a reasonable, good-faith estimate of Supplier’s damages—including brand monitoring costs, Brand Registry compliance risks, marketplace suppression work, legal expenses, customer confusion, and brand degradation—which are difficult to quantify precisely.

5. MAP Violations. For violations of Section 3.4 (MAP), Reseller shall have seventy-two (72) hours from Supplier’s written notice to correct pricing. If the violation continues beyond that period, Supplier may assess liquidated damages in an amount not to exceed two hundred fifty dollars ($250) per day until corrected.

6. Payment and Offset. Supplier may withhold or offset any amounts due under this Section from credits, rebates, or future orders owed to Reseller.

3.10 Records, Traceability, and Audit Rights.

1. General Cooperation. To support Supplier's brand-protection, quality-control, and channel-compliance programs, Reseller agrees to maintain accurate records and cooperate fully with Supplier's reasonable inquiries regarding the sale and distribution of the Products. Upon Supplier's request, Reseller shall provide:

1. information regarding customers associated with bulk or high-volume purchases of the Products;

2. documentation identifying all sales channels through which the Products are offered or sold; and

3. inventory, shipment, and fulfillment records sufficient to allow traceability of the Products.

2. Audit Rights. To verify compliance with this Agreement and support Supplier's quality-control program, Supplier may audit Reseller's relevant records and facilities with ten (10) business days' advance written notice (or five (5) business days' notice for single-location operations). Supplier may also conduct anonymous test purchases at any time.

3. Marketplace Listing Investigations. If Supplier discovers a marketplace listing of the Products that appears inconsistent with the authorized distribution channels under this Agreement, Supplier may request documentation from Reseller to help determine the source of such listing. 

To facilitate Supplier's investigation, Reseller agrees to provide, within seven (7) business days of Supplier's request, documentation that may include:

1. sales records showing Products were sold only through approved channels;

2. inventory reconciliation with current stock and batch/lot codes;

3. shipping records with tracking information; and

4. a signed statement from an authorized representative regarding 

5. Reseller's compliance with marketplace restrictions.

4. Supplier's Use of Information. Supplier will review any documentation provided by Reseller in good faith. If Reseller does not provide the requested documentation within the specified timeframe, or if the documentation provided is insufficient to allow Supplier to reasonably determine that Reseller is not the source of the unauthorized listing, Supplier may use all information available to it—including the absence or inadequacy of requested documentation—to:

1. determine whether a breach of this Agreement has occurred;

2. exercise its rights under Section 8.3 (termination);

3. pursue cost recovery under Section 3.9;

4. submit reports to Amazon Brand Registry or other marketplace enforcement programs; 

5. assert trademark infringement or related claims; and

6. take other appropriate steps to protect its trademarks, enforce its quality-control program, and pursue marketplace takedown actions.

For purposes of subsections (d)(i) through (d)(iii), Reseller's failure to provide adequate documentation may be considered as evidence supporting a finding that Reseller was the source of the unauthorized listing. 

3.11 Right to Publicly Identify Authorized Resellers. Supplier may publicly identify Reseller as an authorized reseller of the Products, including through Supplier’s website, marketing materials, brand-protection submissions, and third-party marketplace programs. Supplier may disclose Reseller’s authorization status to marketplace operators, retailers, distributors, service providers, and enforcement partners for channel-management and brand-protection purposes.

Supplier retains the exclusive right to determine, publish, and modify the list of authorized resellers.

3.12 Right to Modify Policies. Supplier may update, amend, or modify its policies at any time, including without limitation its MAP Policy, Marketplace Restrictions, Quality-Control Requirements, Anti-Diversion Policy, and Brand-Protection Guidelines. Any updated policies shall become effective upon written notice to Reseller (including email).

Reseller agrees to comply with all updated policies as a condition of continued authorization. Continued purchase or resale of the Products following notice of any policy modification constitutes acceptance of the updated policies.

4. Supplier Obligations. 

4.1 Brand Protection Support. Supplier may assist Reseller with approved marketing materials provided they comply with Supplier’s branding and MAP policies.

2. Product Regulatory Compliance. Supplier shall: 

1. ensure the Products comply with applicable laws affecting the manufacture and sale of the Products in the Territory; and

2. obtain and maintain any licenses, permits, notifications, registrations, authorizations, or approvals from the applicable regulatory authority or authorities that are required to lawfully sell the Products in the Territory.

5. Agreement to Purchase and Sell Products.

5.1 Terms of Sale. Supplier shall make available and sell Products to Reseller, and Reseller shall purchase Products from Supplier, on the terms and conditions set out in this Agreement. The terms and conditions of all orders under this Agreement are limited to the terms of this Agreement and the Purchase Order Transaction Terms (defined below) contained in the applicable purchase order. The terms of this Agreement supersede all terms and conditions contained in any other documentation related to the subject matter of this Agreement and expressly exclude terms and conditions contained in: (a) any purchase order or other document issued by Reseller; and (b) any quotation, confirmation, invoice, or other document issued by Supplier.

5.2 Changes in and Availability of Products. 

1. Discontinuation. Supplier may discontinue, withdraw, phase out, or remove any Product at any time, with no prior notice to Reseller and with no obligation to continue producing or supplying such Product. Such discontinuation shall have no effect on any Purchase Order that Supplier has already accepted unless otherwise agreed in writing by the Parties.

2. New Products. Supplier may introduce new products at its sole discretion. Supplier is under no obligation to provide advance notice of new product introductions. Any decision to add a new product shall be made by Supplier in its sole discretion.

3. Product Modifications. Supplier may, at any time and without prior notice, make changes or improvements to the Products, including but not limited to formulation, packaging, labeling, design, specifications, or features, provided that such changes do not materially reduce the overall quality of the Products.

5.3 Acceptance or Rejection of Purchase Orders. Reseller shall place all orders for Products exclusively through Supplier’s designated online wholesale portal or Shopify ordering system, or through such other ordering method as Supplier may designate from time to time. All orders are subject to Supplier’s acceptance, availability of inventory, and applicable payment terms.

5.4 Order Cancellation or Changes. Reseller may request the cancellation or modification of an order submitted through Supplier’s Shopify wholesale portal prior to the order being fulfilled. All such requests shall be submitted through the communication method designated by Supplier. Supplier will use commercially reasonable efforts to accommodate Reseller’s request; however, Supplier retains the sole discretion to approve or deny any cancellation or modification request.

Once an order has been fulfilled, the order shall be deemed final and may not be cancelled or amended.

5.5 Shipment and Delivery. Supplier shall fulfill and ship orders using Supplier’s standard packaging and shipping methods. All delivery dates are estimates only, and Supplier shall not be liable for any delays in shipment or delivery.

5.6 Inspection and Acceptance. Reseller shall inspect all Products promptly upon delivery and shall notify Supplier in writing within five (5) business days if any Products are damaged, defective, or materially non-conforming. Any notice must include reasonable documentation of the issue.

If timely notice is provided, Supplier may, in its sole discretion, replace the affected Products or issue a refund or credit for the purchase price of such Products. Supplier may require the return of any affected Products before issuing a replacement or credit. Any authorized returns shall be shipped in accordance with Supplier’s return instructions.

If Reseller does not provide notice of any damage, defect, or non-conformity within the five (5) business-day inspection period, the Products shall be deemed accepted and free of defects, and Supplier shall have no further obligation with respect to such Products.

The remedies set forth in this Section constitute Reseller’s exclusive remedies for damaged, defective, or non-conforming Products.

5.7 Title to Products. Title to the Products transfers to Reseller upon Supplier’s delivery of the Products to the carrier for shipment. Risk of loss transfers at the same time.

8. Price, Taxes, and Other Costs. 

1. Pricing. The prices for the Products shall be those displayed to Reseller through Supplier’s Shopify wholesale portal at the time the order is submitted. Supplier may update its pricing at any time in its sole discretion, and all pricing changes shall be effective immediately unless otherwise stated by Supplier. Supplier has no obligation to provide advance notice of price changes.

2. No Price-Matching or Retroactive Adjustments. Supplier shall have no obligation to match prior pricing, competitor pricing, promotional pricing, or any prices offered to other customers. Supplier shall not issue retroactive credits, refunds, or adjustments for prior orders based on subsequent pricing changes, promotions, or discounts.

3. Pricing Errors. Supplier reserves the right to correct any clerical, typographical, or system-generated pricing errors, whether on the Shopify wholesale portal or in written communications, and may cancel or adjust affected orders at its sole discretion.

4. Taxes and Fees. All prices are exclusive of sales, use, excise, and similar taxes, fees, or charges imposed by any governmental authority. Reseller is responsible for all such taxes and fees related to its purchase, distribution, or resale of the Products, except for taxes imposed on Supplier’s income or property.

5. Shipping Costs. Shipping charges and any optional insurance costs shall be calculated and displayed at checkout through Supplier’s Shopify wholesale portal, unless otherwise agreed in writing by Supplier. Reseller is responsible for all shipping charges.

6. Resale Pricing. Subject to Supplier’s MAP Policy and Marketplace Restrictions, Reseller shall independently determine its resale prices for in-store, physical retail sales.

5.9 Payment Terms. 

1. Timing of Payment. All amounts due for orders placed under this Agreement shall be paid at the time the order is submitted through Supplier’s designated ordering platform, unless otherwise agreed in writing by Supplier. No order shall be processed or fulfilled until payment has been received or arranged in accordance with Supplier’s written instructions.

2. Form of Payment. Reseller shall make all payments using the payment methods permitted through Supplier’s designated ordering platform or as otherwise specified by Supplier in writing.

3. Disputed Charges. Reseller shall notify Supplier promptly if Reseller believes any charge or payment has been made in error, and the Parties shall work in good faith to resolve any such dispute. During the pendency of any dispute, Reseller shall continue to perform its obligations under this Agreement.

4. Chargebacks. Initiating a chargeback or payment reversal without a valid basis shall constitute a material breach of this Agreement.

6. Product Warranty. 

Except as expressly set out in this Agreement, Supplier does not make any express or implied representation or warranty whatsoever, including any warranties of fitness for a particular purpose, title, or non-infringement, whether arising by law, course of dealing or performance, usage of trade, or otherwise, all of which are expressly disclaimed. Reseller acknowledges that it has not relied on any representation or warranty made by Supplier or any other individual or entity on Supplier’s behalf.

7. Trademarks. 

Supplier hereby grants to Reseller a non-exclusive, non-transferable, and non-sublicensable right to use Supplier's trademarks set forth on Schedule 3 ("Trademarks") solely in connection with the promotion, advertising, and resale of the Products in the Territory in accordance with the terms and conditions of this Agreement. Reseller acknowledges and agrees that the Trademarks are the sole and exclusive property of Supplier, and that Reseller shall not acquire any right or ownership interest in them or any other intellectual property rights of Supplier under this Agreement, except for the right to use the Trademarks as expressly provided in this Section 7. Any goodwill derived from the use by Reseller of the Trademarks inures to the benefit of Supplier. Upon expiration or termination of this Agreement, Reseller's rights under this Section 7 cease immediately and Reseller shall immediately discontinue all use of the Trademarks.

8. Term; Termination.

8.1 Term. The term of this Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement (the “Term”). Reseller’s authorization to purchase and resell the Products remains in effect only for the duration of the Term.

8.2 Termination. Either Party may terminate this Agreement, with or without cause, at any time upon written notice to the other Party. Termination shall be effective immediately upon delivery of such notice unless a later effective date is specified.

This Agreement may also be terminated immediately by either Party upon written notice if the other Party:

1. fails to pay any amount when due under this Agreement;

2. is in material breach of this Agreement and such breach is not cured within thirty (30) days after receipt of written notice describing the breach; or

3. becomes insolvent, files or is the subject of a bankruptcy petition, makes an assignment for the benefit of creditors, seeks or is subjected to the appointment of a receiver, or is otherwise unable to pay its debts as they become due.

Termination under this Section does not limit any other rights or remedies available to the terminating Party.

8.3 Immediate Termination for Specific Violations. Supplier may terminate this Agreement immediately upon written notice if Reseller:

1. lists, advertises, or sells Products on any prohibited marketplace;

2. advertises or sells the Products below Supplier’s MAP or MSRP requirements;

3. fails to remove unauthorized online listings within twenty-four (24) hours of notice; or

4. participates in diversion, brokering, unauthorized distribution, or any activity that violates Supplier’s channel-control requirements.

8.4 Effect of Expiration or Termination. The expiration or termination of this Agreement shall not affect any rights or obligations that survive termination under Section 16 or that were incurred prior to the effective date of termination.

Upon expiration or termination of this Agreement:

1. Supplier may cancel any unfulfilled orders;

2. Reseller shall immediately cease holding itself out as an authorized reseller of the Products and discontinue all use of Supplier’s trademarks, marketing materials, and brand assets; and

3. neither Party shall be liable to the other for any compensation, including loss of profits, goodwill, or anticipated sales, arising from the expiration or termination of this Agreement.

8.5 Post-Termination Obligations. Following termination, Reseller shall:

1. immediately cease all representations of authorization,

2. remove all online listings referencing Mad Rabbit within twenty-four (24) hours, and

3. return or destroy all remaining inventory as directed by Supplier.

Supplier may, in its sole discretion, permit Reseller to sell through existing inventory for a period of up to sixty (60) days following termination (a “Sell-Through Period”). Any Sell-Through Period must be granted in writing. During any Sell-Through Period, Reseller must comply with all provisions of this Agreement, including restrictions on marketplace sales, MAP compliance, and channel-control obligations. After the Sell-Through Period ends, any remaining inventory shall be returned or destroyed at Reseller’s expense, as directed by Supplier.

9. Confidential Information. 

9.1 From time to time during the Term, either Party may disclose or make available to the other Party information about its or its Affiliates’]business affairs, finances, products, services, pricing, operations, processes, plans, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, "Confidential Information"). Confidential Information shall not include information that at the time of disclosure: (a) is, or thereafter becomes, in the public domain other than as a result of, directly or indirectly, any violation of this Section 9 by the recipient; (b) was known by or in the possession of the recipient; or (c) is, or thereafter becomes, available to the recipient on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information. Supplier’s wholesale pricing, MAP policies, enforcement processes, and sales channel strategy constitute Confidential Information.

9.2 The recipient shall protect and safeguard the confidentiality of the disclosing Party's Confidential Information with at least the same degree of care as the recipient would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. The recipient shall not use the disclosing Party's Confidential Information for any purpose other than to perform its obligations hereunder and shall not disclose the disclosing Party's Confidential Information to any individual or entity at any time during the Term and for a period of [NUMBER] years after its expiration or termination. Notwithstanding the foregoing, the receiving Party may disclose the disclosing Party's Confidential Information: (a) to the recipient's [or its Affiliates'] employees, officers, [agents,] [directors,] [managers,] [contractors,] and third-party advisors who have a need to know the Confidential Information for the recipient to perform its obligations hereunder; and (b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority if the recipient provides the disclosing Party prompt notice of such requirement[ to the extent legally permitted]. On the expiration or termination of the Agreement, the recipient shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing party's Confidential Information or destroy all such copies and certify in writing that that it has complied with the requirements of this Section 9. In addition to all other remedies available at law, the disclosing Party shall be entitled to seek injunctive relief for any violation or threatened violation of this Section 9.

10. Compliance With Laws and Policies. 

Each Party shall at all times comply with all laws, regulations, and governmental requirements applicable to the operation of its business and its performance under this Agreement.

Reseller shall comply with all policies issued by Supplier related to the purchase, resale, marketing, handling, or distribution of the Products, including Supplier’s MAP Policy, Marketplace Restrictions, Quality-Control Requirements, and Brand-Protection Guidelines, as such policies may be updated by Supplier from time to time and communicated to Reseller.

11. Indemnification.

11.1 Indemnification. Subject to the terms and conditions of this Agreement:

1. each Party ("Indemnifying Party") shall indemnify, hold harmless, and defend the other Party and its parent, officers, directors, managers, partners, members, shareholders, employees, agents, Affiliates, successors, and permitted assigns (collectively, "Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers incurred by the Indemnified Parties (collectively, "Indemnity Losses") relating to any claim of a third party arising out of or occurring in connection with:

1. bodily injury, death, or damage to real or tangible personal property caused by the willful or grossly negligent acts or omissions of the Indemnifying Party; or

2. failure by the Indemnifying Party to comply with any applicable laws.

3. any unauthorized online marketplace sales, MAP violations, diversion, improper storage, mishandling, temperature abuse, relabeling, repackaging, or any other action or omission by Reseller that affects product integrity, safety, or brand reputation.

2. Supplier (as the Indemnifying Party) shall indemnify, hold harmless, and defend the Reseller and its parent, officers, directors, managers, partners, members, shareholders, employees, agents, Affiliates, successors, and permitted assigns (as the Indemnified Parties) against any and all Indemnity Losses relating to any claim of a third party arising out of or occurring in connection with:

1. infringement of the third party's intellectual property rights by the Supplier; or

2. bodily injury, death, or damage to property caused by any fault or defect in the materials, design, or workmanship of the Products.

The indemnities in this Section shall not apply to the extent any claim or losses arise out of, or result from, the Indemnified Parties’ gross negligence, recklessness, or willful misconduct.

11.2 Claims Procedure. If an Indemnified Party becomes aware of any claim that may give rise to indemnification, it shall promptly notify the Indemnifying Party. The Indemnifying Party shall have exclusive control over the defense and shall bear the costs of investigation, settlement, and defense. The Indemnified Party shall reasonably cooperate and may participate at its own expense.

The Indemnifying Party may not settle any claim that does not include a full release of the Indemnified Party or imposes any remedy other than monetary payment without the Indemnified Party’s consent. If the Indemnifying Party fails to assume the defense, the Indemnified Party may defend the claim at the Indemnifying Party’s expense.

12. Limitation of Liability. 

12.1 Except for liability for indemnification, breach of confidentiality, or infringement or misappropriation of intellectual property rights, in no event:

1. is Supplier liable for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues, [loss of data, ]or diminution in value of business arising out of or relating to any breach of this agreement, regardless of:

1. whether the damages were foreseeable; 

2. whether or not Supplier was advised of the possibility of the damages; and 

3. the legal or equitable theory (contract, tort or otherwise) on which the claim is based; 

2. shall Supplier’s aggregate liability for each claim arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, not exceed the total amount actually paid by Reseller to Supplier for the specific order giving rise to the claim.

12.2 The foregoing limitations apply even if the Parties' remedies under this Agreement fail of their essential purpose. 

13. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) if such failure or delay is caused by events beyond its reasonable control, including natural disasters, acts of government, war, civil unrest, labor disruptions, epidemics, or failures of transportation, utilities, or supply chains (“Force Majeure Event”).

The impacted Party shall notify the other Party of the Force Majeure Event and shall use reasonable efforts to resume performance as soon as practicable. If the impacted Party is unable to resume performance within thirty (30) days after providing notice, either Party may terminate this Agreement upon written notice.

14. Relationship of the Parties. The Parties to this Agreement are independent contractors and nothing in this Agreement is intended to, or shall be deemed to, create a joint venture, partnership, agency or employment relationship, franchise, or business opportunity between the Parties. Neither Party, by virtue of this Agreement, has any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party. Each Party assumes responsibility for the actions of their personnel under this Agreement and is solely responsible for their supervision, daily direction, and control, wage rates, withholding income taxes, disability benefits, or the manner and means through which the work under this Agreement is to be accomplished. Except as provided otherwise in this Agreement, Reseller has the sole discretion to determine Reseller's methods of operation, accounting practices, personnel practices, and business strategy, practices, and methods. 

15. Entire Agreement. This Agreement, including all exhibits, schedules, attachments, and Supplier policies incorporated by reference, constitutes the sole and entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, understandings, representations, and warranties, whether written or oral. In the event of any conflict between the main body of this Agreement and any exhibit, schedule, or attachment, the terms of this Agreement shall control unless expressly stated otherwise.

16. Survival. The provisions of this Agreement that by their nature should survive termination or expiration shall so survive, including without limitation the provisions relating to confidentiality, indemnification, limitation of liability, payment obligations, marketplace restrictions, brand protection, quality-control requirements, post-termination obligations, and any other provisions expressly stated to survive.

17. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement must be in writing and delivered to the receiving Party at the contact information specified by that Party from time to time. Notices may be delivered by personal delivery, nationally recognized overnight courier, certified or registered mail (return receipt requested, postage prepaid), or by email. A notice is effective only when received by the receiving Party and only if the Party giving the notice has complied with this Section.

18. Headings. The heads in this Agreement are for reference only and do not affect the interpretation of this Agreement. 

19. Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. To the extent permitted by law, any such invalid, illegal, or unenforceable provision shall be modified by a court of competent jurisdiction to achieve the intent of the original provision as closely as possible.

20. Amendments. No amendment to this Agreement is effective unless it is in writing, identified as an amendment to this Agreement, and signed by an authorized representative of each Party. 

21. Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement, and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: (a) any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or (b) any act, omission, or course of dealing between the Parties.

22. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or later be available at law, in equity, by statute, in this or any other agreement between the Parties, or otherwise. 

23. Assignment. Reseller may not assign, transfer, delegate, sublicense, or otherwise convey any rights or obligations under this Agreement, including any reseller authorization, to any third party without Supplier’s prior written consent. Any attempted assignment in violation of this Section is void. No permitted assignment releases Reseller from its obligations under this Agreement.

24. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective successors and permitted assigns. 

25. No Third-Party Beneficiaries. Subject to the next sentence, the Parties do not confer any rights or remedies upon any other individual or entity except the Parties to this Agreement and their respective successors and permitted assigns. The Parties hereby designate the Indemnified Parties (other than Supplier and Reseller) as third-party beneficiaries of Section 11 with the right to enforce such Section 11.

26. Choice of Law. This Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws provisions thereof to the extent these principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.

27. Choice of Forum. Each Party agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the District of Delaware or, if this court does not have subject matter jurisdiction, the courts of the State of Delaware sitting in New Castle County. Each Party submits to the exclusive jurisdiction of these courts and agrees to bring any action, litigation, or proceeding only in the United States District Court for the District of Delaware or, if this court does not have subject matter jurisdiction, the courts of the State of Delaware sitting in New Castle County. Each Party agrees that a final judgment in any action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

28. Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues, and each Party waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, or the transactions contemplated hereby.

29. 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. 

 

SCHEDULE 1

TRADEMARKS

[LIST OF TRADEMARKS]]

Mad Rabbit Tattoo, Inc. owns all rights, title, and interest in and to the Mad Rabbit Tattoo trademarks, service marks, logos, trade dress, and associated brand assets (“Trademarks”).

Reseller acknowledges that all use of the Trademarks inures solely to the benefit of Mad Rabbit Tattoo, Inc. Reseller is granted a limited, revocable, non-transferable license to use the Trademarks solely in connection with the authorized resale of genuine Mad Rabbit products and strictly in accordance with Brand’s guidelines.