RESELLER AGREEMENT

RESELLER AGREEMENT

 

This Reseller Agreement (the "Agreement"), effective from January 1st,2025, is established by Hokolite.Whereas. Whereas Hokolite owns exclusive intellectual property rights associated with the "Hokolite®" brand and is the wholesale distributor of various Hokolite® products (collectively referred to as the "Products"); Whereas the Reseller wishes to serve as a non-exclusive distributor of the Products across the mainland United States (the "Territory") and Hokolite® intends to appoint the Reseller as such; Whereas the Reseller is keen to procure the Products from Hokolite® and Hokolite® agrees to supply the Products to the Reseller under the stipulated terms and conditions. Therefore, in recognition of the aforementioned premises and the reciprocal commitments and stipulations herein, the parties hereto agree as follows:

 

1. Overrides Previous Agreements. This Agreement nullifies and replaces any previous verbal or written agreements between the Parties concerning the sale or distribution of the Products by the Reseller.

 

2. Reseller. Reseller is A:

□   Corporation

□   Limited Liability Partnership

□   Limited Liability Company

□   Partnership

□   Limited Partnership

□  Other, Organized under the Laws of State of CaliforniaWith Its Principal Place Of Business Located at address

 

Email address of Reseller:

 

3. Non-Exclusive Grant of Limited Distribution Rights. Hokolite grants the Reseller a non-exclusive right to distribute the Products, subject to specific restrictions. These restrictions stipulate that distribution must: (1) only occur within the designated Territory; and (2) be directed solely to (a) end-users (i.e., consumers) or (b) physical retail resellers ("Stores") who sell exclusively to end-users/consumers. Additionally, the Reseller is prohibited from modifying the Products or creating derivative works based on the Products.

 

 

4.Express Prohibition on Internet Sales. Reseller and its customers are expressly forbidden from offering for sale or selling the Products on the Internet, specifically on platforms such as Amazon.com and Ebay.com. However, the Reseller is permitted to sell the Products on its own proprietary Internet websitesthat is, websites that are not part of any third-party platforms and where the Reseller is the direct owner of the website

 

5.Explicit Restriction on Exports. The Reseller and its customers are categorically forbidden from exporting the Products beyond the boundaries of the specified Territory


6.Minimum Advertised Pricing Agreement.

(a) For consumer sales, the Reseller commits to adhere to Hokolite's established Online Minimum Advertised Pricing (MAP) policy and its current price schedule for end-user sales, annexed to this document as Exhibit A. The Online MAP for consumers is subject to occasional updates.

(b) For sales directed at Stores, the Reseller is required to comply with Hokolite's established Minimum Advertised Pricing policy and its current pricing schedule, which are included as Exhibit B. The MAP for Stores is also updated periodically. Currently, there is no applicable MAP for stores.

 

7.Price and Payment Terms.

Hokolite will charge the Reseller per unit as per the rates specified on Hokolites current pricing sheet, which is revised occasionally. The Reseller must ensure payments are made to Hokolite in a timely manner, following Hokolites established payment and credit terms, unless a different agreement is reached in writing between the Parties.

 

8. Liquidated Damages for MAP Violations. The Parties concur that should the Reseller breach Hokolites MAP policies as outlined in Section 6 by listing Products at prices below the established MAP, Hokolite is entitled to liquidated damages. These damages per unit sold will equal the discrepancy between the Resellers advertised price and the MAP, plus an additional $1. For instance, if the Reseller advertises a product at $7 while the MAP is $9, the Reseller will owe Hokolite liquidated damages of $3 for each product sold. These liquidated damages are supplementary to any other legal remedies Hokolite may seek as specified in this agreement.

 

9.Intellectual Property Ownership. The Reseller recognizes that Hokolite retains all intellectual property rights associated with the "Hokolite" brand. This includes, but is not limited to, the trademark registered with the United States Patent and Trademark Office under registration number 6787840, any pending trademark applications, established common law trademark rights concerning the Product names, common law trade dress, and copyrights related to the design and packaging of the Products, as well as any derivative works thereof (collectively referred to as the IP). The Reseller acknowledges that the Hokolite trademark is well-recognized and has attained secondary meaning among consumers. The Reseller agrees that the IP is valid, enforceable, and pledges not to contest the validity or enforceability of the IP or violate Hokolites rights in the IP.

 

10. Non-Exclusive Grant of Limited Intellectual Property License. Hokolite grants the Reseller a limited, non-exclusive license to utilize the Intellectual Property (IP) solely for the purpose of distributing the Products. This license is subject to the conditions outlined below: (a) The Reseller must use the term "Hokolite" with the trademark notice ®, ensuring it is presented as Hokolite®; (b) The Reseller is prohibited from removing any IP identification marks, altering the IP, or creating derivative works from the IP; (c) The Reseller must not imply or explicitly claim to be the manufacturer or the original source of the Products; (d) The Reseller is required to consistently use the Hokolite® trademark in association with the Products; (e) The Reseller must not offer for sale any similar products bearing a trademark that resembles the Hokolite trademark; (f) Should the Reseller become aware of any misuse of the IP or infringement of Hokolites rights in the IP, it is obliged to promptly notify Hokolite. The Reseller agrees that any goodwill generated through the use of the IP under this Agreement will accrue to the benefit of Hokolite.

 

11. Representations and Warranties.

 (a) Hokolite represents and warrants the following: (i) The accuracy and truthfulness of its identity, corporate structure, and principal address as stated in the opening paragraph of this agreement; (ii) That Hokolite possesses the necessary rights and authority to enter into this Agreement, and its execution will not violate or conflict with any other agreements to which Hokolite is a party; (iii) That the Products supplied under this Agreement will be fit and safe for their intended use, strictly when used as intended, and will be free from defects in design, material, and workmanship; (iv) That the Intellectual Property associated with the Products will not infringe on any third party's intellectual property rights; (v) That the Reseller will acquire good and valid title to the Products, free from any liens or encumbrances. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, HOKOLITE DISCLAIMS ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

(b) Reseller represents and warrants: (i) The truth and accuracy of its identity, corporate structure, and principal address as outlined in Section 2 of this agreement; (ii) That the Reseller has the necessary rights and authority to enter into this Agreement, and its execution will not conflict with any other agreements to which the Reseller is a party; (iii) That it will employ commercially reasonable efforts to adhere to the stipulations set forth in this Agreement regarding the distribution rights and the licensing of the IP. Specifically, the Reseller commits to comply with: (1) The prohibition against selling the Products on third-party internet sites, (2) The restriction against exporting the Products outside the designated Territory, (3) The adherence to MAP pricing as defined, (4) The proper use of IP as required under the terms of the license.

 

12. Indemnification.

 (a) Reseller agrees to indemnify and hold Hokolite harmless from any and all claims, suits, proceedings, demands, assessments, judgments, costs, or expenses (including reasonable attorneys fees) ("Damages") that arise from or are related to any third-party claims against Hokolite resulting from: (i) The negligence or more serious misconduct of the Reseller or its officers, directors, employees, and other representatives (collectively, "Representatives"); (ii) Any bodily injury, death, or property damage caused by the negligence or more serious misconduct of the Reseller or any of its Representatives; (iii) Any breach of this Agreement by the Reseller or its Representatives, including breaches of representations or warranties contained herein; (iv) Any failure by the Reseller or any of its Representatives to comply with applicable laws.

(b) Hokolite agrees to indemnify and hold Reseller harmless from any and all Damages that arise from or relate to any third-party claims against Reseller resulting from: (i) The gross negligence or more serious misconduct of Hokolite or its Representatives; (ii) Any bodily injury, death, or property damage caused by the negligence or more serious misconduct of Hokolite or any of its Representatives; (iii) Any breach of this Agreement by Hokolite or its Representatives, including breaches of representations or warranties contained herein; (iv) Any failure by Hokolite or its Representatives to comply with applicable laws.

 

13. Limitation of Liability.

EXCEPT FOR LIABILITY ARISING FROM INDEMNIFICATION OBLIGATIONS, neither party nor any of their representatives will be liable to the other party or any third party for any damages, including lost profits, lost savings, or incidental, consequential, or special damages, arising from or related to any breach of this Agreement, regardless of whether such party has been advised of the possibility of such damages, or for any claim by any other party. Hokolites liability for any damages shall not exceed the purchase price paid by the Reseller for the product giving rise to the claim, and the remedy shall be limited to the replacement of non-conforming products. Notwithstanding the above, Hokolites liability under Section 12 shall not exceed the amount of any insurance proceeds actually received by it.

 

14.Term. The duration of this Agreement shall commence on the date of the later signature hereunder (the Effective Date) and will end at midnight on the one-year anniversary of the Effective Date (the "Term"). Subsequently, the terms of the Agreement will be extended monthly until a new Agreement is finalized for the subsequent year.

 

15.Right to Terminate. Notwithstanding Section 15 herein (Term): (a) Either party may terminate this Agreement at any time upon providing thirty (30) days' written notice to the other party; (b) Hokolite may terminate this Agreement in accordance with Section 17 if there is a material breach of this Agreement by the Reseller (Breach); (c) The Reseller may terminate this Agreement if there is a Breach by Hokolite that is not remedied within ten (10) business days after providing written notice of the alleged Breach; (d) Either party may terminate this Agreement immediately if the other party is declared bankrupt, or if a petition for bankruptcy or similar proceeding is filed against the other party.

 

16.Breach. Should Hokolite discover that the Reseller is in material breach of this Agreement, Hokolite will provide written notification of the breach to the Reseller. If the Reseller fails to rectify the breach to Hokolites satisfaction within forty-eight (48) hours from receiving such notice, Hokolite may then issue a written directive to the Reseller to cease offering the Products for sale. Upon receiving such instruction, the Reseller must promptly stop offering the Products until the breach is resolved. Furthermore, notwithstanding Section 15 of this Agreement (Term), if the Reseller does not remedy the breach within one week of receiving notice, Hokolite may immediately terminate this Agreement by providing written notice to the Reseller.

 

17.Effect of Termination. Upon termination of this Agreement, all rights granted to the Reseller by Hokolite will cease, specifically including the Resellers rights to distribute the Products and use the IP. Following termination, at Hokolite's discretion, (i) Hokolite may opt to repurchase all of the Resellers inventory at the cost initially paid by the Reseller, or (ii) the Reseller may be allowed to liquidate its inventory. Hokolite retains the right to choose either of these options at any point after the termination of this Agreement. The following Sections of this Agreement will continue to be enforceable after its termination: Sections 1, 4-6, 8-10, 13, 14, 18, and 21.

 

18. Notices. All notices required or permitted under this Agreement must be sent via email to promo@hokolite.com. With the subject line: "Attention: " Notices to the Reseller should be sent to the email address specified in Section 2 of this Agreement. Notices will be considered effectively delivered on the date the email is sent.

  

19.Status of the Parties. This Agreement shall not be interpreted as establishing a joint venture, partnership, fiduciary relationship, or agency relationship between Hokolite and the Reseller. Both Hokolite and the Reseller are independent entities in relation to each other. Neither party shall represent itself as an agent or representative of the other, nor shall either party have the authority to make commitments, representations, or warranties, incur liabilities, or bind the other in any manner.

 

20.Miscellaneous.

 (a) Neither Party shall assign this Agreement or sublicense any of the rights granted under this Agreement without the express written consent of the other Party.

(b) This Agreement shall be binding upon and benefit both parties as well as their respective successors and permitted assigns.

(c) This Agreement is deemed executed and delivered within the State of California and shall be governed, interpreted, and enforced in accordance with the laws of the State of California, disregarding any conflict-of-laws principles. Both parties irrevocably consent to the exclusive jurisdiction of the federal and state courts located in the State of California for any lawsuits, actions, or other proceedings arising out of or related to this Agreement. Each Party hereby waives any objection to jurisdiction and venue of any such court and any claim that such court is an inconvenient forum. In any legal action or other proceeding brought to enforce or interpret the terms of this Agreement, the prevailing Party is entitled to recover reasonable attorneysfees, expenses, and court costs in addition to any other relief awarded.

(d) If any provision of this Agreement is found invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.

(e) A waiver of any breach of this Agreement must be made in writing and will not be considered a waiver of any subsequent breach of the same or any other provision.

(f) This Agreement constitutes the entire agreement between the Parties concerning the subject matter herein and supersedes all prior agreements and understandings. Any amendments or modifications to this Agreement must be made in writing and signed by both Parties. This Agreement and any amendments may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same document. Facsimile and electronic signatures are considered as valid and binding as original signatures.

 

IN WITNESS WHEREOF, the Parties have caused this Reseller Agreement to be executed and delivered as of the date first above written.

 

Hokolite.

 

By:                                                                                

 

Print Name:

 

 

Title:

 

 

 

 

 

Reseller:                                                                         

 

By:                                                                                

 

Print Name:

 

Title: