PRINKER AUTHORIZED DEALER POLICY

This Prinker Authorized Dealer Policy (“Dealer Policy”) is issued by Prinker Korea Inc (“Prinker”) and applies to Authorized Dealers of Prinker products (“Product(s)”) in . By purchasing Products from Prinker or an Authorized Prinker Distributor of the Products for resale, you (“Dealer”) agree to adhere to the following terms. Until such status is otherwise revoked by Prinker in Prinker’s sole and absolute discretion, Dealer shall be considered an “Authorized Dealer.” This Dealer Policy supplements any then-current dealer agreement between you and Prinker. Prinker may review Dealer’s activities for compliance with this Dealer Policy, and Dealer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Dealer’s facilities and records related to the sale of the Products.

  1. Authorized Customers. Dealer is authorized to sell Products only to mutually agreed resellers and End Users. An “End User” is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party unless agreed upon prior. Dealer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Dealer shall not sell, ship, or promote the Products without Prinker’s prior written consent.
  2. Brick-And-Mortar Sales. Dealer is authorized to sell Products through physical brick-and-mortar locations by Dealer in Dealer’s legal name or registered fictitious name.
  3. Online Sales/Online Promotion.

(a) Dealer shall not offer for sale or sell Products on or through any website, including its own website or online marketplaces (including, but not limited to, Amazon, eBay, Target+, and Walmart Marketplace), mobile application, or other online forum without the prior written consent of Prinker, granted through execution by Prinker of the Prinker Authorized Online Seller Agreement.

(b) Notwithstanding the foregoing, Dealer is permitted to promote the fact that it sells Prinker products through its physical brick-and-mortar locations in and on its website and may promote and feature Prinker products on its website; however, Dealer is prohibited from transacting a sale of any Product through its website.

(c) The terms of this Dealer Policy supersede any prior agreement between Prinker and Dealer regarding the sale of the Products on or through websites, mobile applications, online marketplaces, and other online forums. Any authorization previously granted to Dealer by Prinker to sell the Products on or through a website, mobile application, or other online forum is revoked.

  1. Sales Practices. Dealer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Dealer shall not make any warranties or representations concerning the Products except as expressly authorized by Prinker. Dealer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Dealer’s business and/or (b) related to the marketing and sale of the Products. Dealer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Prinker or the Products.
  2. Product Care, Customer Service, and Other Quality Controls. Dealer shall comply with the Prinker Product Care, Customer Service, and Other Quality Controls, attached as Exhibit A, as Prinker may amend from time to time.
  3. Intellectual Property.

Prinker Authorized Dealer Policy

(a) Dealer acknowledges and agrees that Prinker owns all proprietary rights in and to the Prinker brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Prinker IP”). Dealer is granted a limited, non-exclusive, non-transferable, revocable license to use the Prinker IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Dealer’s status as an Authorized Dealer. All goodwill arising from Dealer’s use of the Prinker IP shall inure solely to the benefit of Prinker.

(b) Dealer’s use of the Prinker IP shall be in accordance with any guidelines that may be provided by Prinker from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Prinker reserves the right to review and approve, in its sole discretion, Dealer’s use or intended use of the Prinker IP at any time, without limitation. In marketing the Products, Dealer shall only use images of Products either supplied by or authorized by Prinker and shall ensure that all Product images and descriptions are accurate and up to date.

(c) Dealer shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Prinker product name or trademark, nor a misspelling or confusingly similar variation of any Prinker product name or trademark.

  1. Termination. Prinker reserves the right to terminate Dealer’s status as an Authorized Dealer with written or electronic notice. Upon termination of Dealer’s status as an Authorized Dealer, Dealer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Dealer is an Authorized Dealer of Prinker Products or has any affiliation whatsoever with Prinker; and (iii) using all Prinker IP. Upon termination of Dealer’s status as an Authorized Dealer, Prinker have the option, but not the obligation, to repurchase Dealer’s remaining inventory of the Products.
  2. Modification. Prinker reserves the right to update, amend, or modify this Dealer Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Dealer’s continued use, advertising, offering for sale, or sale of the Products, use of the Prinker IP, or use of any other information or materials provided by Prinker to Dealer will be deemed Dealer’s acceptance of the amendments.

Prinker Korea Inc

Prinker Authorized Dealer Policy                                                             Exhibit A

EXHIBIT A

PRINKER PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

  1. Comply with all instructions provided by Prinker regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight.
  2. Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted.]
  3. Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.
  4. Do not advertise or resell as “new” any Product that has been returned opened or repackaged.
  5. Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to Prinker at [Preferred Contact].
  6. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection, installation, and proper use of the Products, as well as any applicable warranty or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.
  7. Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Prinker. Ensure that any third-party logistics provider segregates all of your inventory of Products such that none of your Products provided to the third-party logistics provider are commingled with Prinker products owned by any third party. Prinker reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Prinker. Cooperate with Prinker in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.
  8. Cooperate with Prinker with respect to any Product tracking systems that may be implemented from time to time.
  9. Cooperate with Prinker with respect to any Product recall or other consumer safety information dissemination efforts.
  10. Implement commercially reasonable measures designed to curb the theft of product by third parties and diversion to third parties.
  11. Report to Prinker any significant customer complaint or adverse claim regarding the quality of the Products and assist Prinker in investigating any such complaints or adverse claims.
  12. Cooperate with Prinker in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.