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Reseller Policy

Effective Date: April 15, 2024  

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

  1. Authorized Customers. Reseller is authorized to sell Products only to End Users in the United States.  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. Reseller shall not sell or transfer Products to any person or  entity Reseller knows or has reason to know intends to resell the Products. Reseller shall not sell or transfer a  quantity of the Products to any individual greater than that typically purchased for personal use. Reseller  shall not sell, ship, or promote the Products outside the United States of America without Clean Age’s prior  written consent.  
  2. Online Sales

(a) Reseller is authorized to offer for sale and sell Products through Permissible Public Websites  in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application  that:  

(i) is operated by Reseller in Reseller’s legal name or registered fictitious name;  (ii) is not a third-party storefront on an online marketplace (including, but not limited  to, Amazon, eBay, Target+, and Walmart Marketplace);  

(iii) has been registered through the Authorized Reseller Website Registration Form  found at; and  

(iv) is operated in compliance with the Clean Age, Inc. Online Sales Guidelines,  attached as Exhibit A, as may be amended by Clean Age.  

(b) Reseller shall not offer for sale or sell Products on or through any website, online  marketplace, mobile application, or other online forum other than a Permissible Public Website without the  prior written consent of Clean Age. 

(c) Clean Age reserves the right to terminate, at any time and in its sole discretion, its approval  for Reseller to offer for sale and sell Products on the Permissible Public Websites, and Reseller must cease all  such offering for sale and sales on the Permissible Public Websites immediately upon notice of such  termination. The terms of this Reseller Policy supersede any prior agreement between Clean Age and  Reseller regarding the sale of the Products online. Any authorization previously granted to Reseller by  Clean Age to sell the Products on or through a website, mobile application, or other online forum is  revoked.  

(d) Reseller agrees to promptly notify Clean Age of any change to the information submitted  on its Authorized Reseller Website Registration Form by reregistering with Clean Age at https://clean  

  1. Sales Practices. Reseller 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. Reseller shall not make any warranties or representations concerning the Products except as  expressly authorized by Clean Age. Reseller shall comply with all applicable laws, rules, regulations, and  policies (a) applicable to Reseller’s business and/or (b) related to the marketing and sale of the Products.  Reseller shall represent the Products in a professional manner and refrain from any conduct that is or could 

Clean Age, Inc. Authorized Reseller Policy for the United States 2  

be detrimental to the reputation of Clean Age or the Products. Reseller shall not advertise Products not  carried in inventory.  

  1. Product Care, Customer Service, and Other Quality Controls. Reseller shall comply with the Clean Age, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as Clean Age  may amend from time to time.  
  2. Intellectual Property

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

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

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

  1. Termination. Clean Age may terminate Reseller’s status as an Authorized Reseller with written or  electronic notice. Upon termination of Reseller’s status as an Authorized Reseller, Reseller shall immediately  cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that  Reseller is an Authorized Reseller of Clean Age Products or has any affiliation whatsoever with Clean Age;  and (iii) using all Clean Age IP.  
  2. Modification. Clean Age may amend this Reseller Policy at any time. Unless otherwise provided,  such amendments will take effect immediately, and Reseller’s continued use, advertising, offering for sale,  or sale of the Products, use of the Clean Age IP, or use of any other information or materials provided by  Clean Age to Reseller will be deemed Reseller’s acceptance of the amendments. 

Clean Age, Inc. Authorized Reseller Policy for the United States Exhibit A 



  1. The Permissible Public Websites must not give the appearance that they are operated by Clean  Age or any party other than Reseller.  
  2. Anonymous sales are prohibited. Reseller’s full legal name or registered fictitious name, mailing  address, email address, and telephone contact must be stated conspicuously on the Permissible Public  Websites and must be included with any shipment of Products from the Permissible Public Websites or in an  order confirmation email sent at the time of purchase.  
  3. At Clean Age’s request, Reseller will reasonably cooperate in demonstrating and/or providing  access to, and copies of, all web pages that comprise the Permissible Public Websites.  
  4. The Permissible Public Websites shall have a mechanism for receiving customer feedback, and  Reseller shall use reasonable efforts to address all customer feedback and inquiries received in a timely  manner. Reseller agrees to provide copies of any information related to customer feedback (including any  responses to customers) related to Reseller’s sale of the Products to Clean Age for review upon request.  Reseller agrees to cooperate with Clean Age in the investigation of any negative online review associated  with Reseller’s sale of the Products and to use reasonable efforts to resolve any such reviews. Reseller shall  maintain all records related to customer feedback for at least one year following the creation or submission  of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require  Reseller to disclose identifying information about its customers to Clean Age.  
  5. The Permissible Public Websites shall comply with all applicable privacy, accessibility, and data  security laws, regulations, and industry standards.  
  6. Reseller shall be responsible for all fulfillment to its customers who order Products through Permissible  Public Websites, any applicable taxes associated with such purchases of Products, and any returns of  Products.  
  7. Except where Reseller has entered into a drop-shipment arrangement with Clean Age whereby  Clean Age ships Products on Reseller’s behalf to customers who order Products through Permissible Public  Websites, under no circumstances shall Reseller permit orders to be fulfilled in any way that results in the  shipped Product coming from stock other than Reseller’s. 

Clean Age, Inc. Authorized Reseller Policy for the United States Exhibit B  




  1. Comply with all instructions provided by Clean Age 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, at ambient temperatures (0°C to 25°C) and away 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 UPC code, batch or lot code, or other  identifying information on Products or their packaging. Do not dilute Products.  
  4. Do not resell 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 Clean Age at  
  6. Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products  that are expired or within fifteen (15) days of expiration. Destroy or dispose of expired or soon-to-be expired  Products in accordance with instructions provided by Clean Age and applicable law.  
  7. Be familiar with the special features of all Products marketed for sale and obtain sufficient Product  knowledge to advise customers on the selection and proper use of the Products, as well as any applicable  guarantee 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.  
  8. 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 Clean Age. Ensure that any such third-party logistics provider  stores all inventory of Products segregated by seller such that no Products provided to the third-party  logistics provider are commingled with those owned by any third party. Clean Age reserves the right to  request additional information regarding the use of third-party logistics providers and such information must  be provided promptly to Clean Age. Cooperate with Clean Age in investigating any concerns related to  the Products that may relate to the use of a third-party logistics provider.  
  9. Cooperate with Clean Age with respect to any Product tracking systems that may be  implemented from time to time.  
  10. Cooperate with Clean Age with respect to any Product recall or other consumer safety information  dissemination efforts.  
  11. Implement commercially reasonable loss prevention and anti-diversion measures. Notify Clean  Age promptly in the event of a theft or other loss of a material quantity of Products.  
  12. Report to Clean Age any customer complaint or adverse claim regarding the Products and assist  Clean Age in investigating any such complaints or adverse claims.  
  13. Cooperate with Clean Age 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.