WHEEL HOUSE DESIGNS (“WHD”) MARKETPLACE RESELLER POLICY

WHD understands that many of our dealers have invested significant time and resources to support our brand(s) and deliver an excellent customer experience. We fully understand that our success is tied to the success of our network of select, authorized dealers/partners. As WHD continues to evolve, it is important that we continue to provide our authorized dealers the exceptional levels of support while maintaining the brand integrity of WHD in the Marketplace. Going forward, the presentation of our product/brands is of paramount importance as is discouraging price-based advertising that would be detrimental to our dealer’s service and support efforts. As a result, WHD has unilaterally established this Authorized Marketplace Reseller Policy (“Policy”) and will be evaluating a Minimum Advertised Price (“MAP”) Policy. To qualify as and remain as a WHD authorized marketplace reseller you must adhere to this Policy and the WHD Terms and Conditions at all times.

1. Maintain Current Business Information and Disclose All Locations that carry WHD Products
• Maintain accurate and up-to-date company information and disclose all retail locations and websites that carry WHD products throughout the term of your Authorized Marketplace Reseller relationship with WHD.
• Qualifying retail locations can only be one of the following: your physical brick and mortar store(s), your commerce-enabled website(s), or any temporary storefronts (events, trade shows, pop up stores, etc.).

2. Sell on Approved Retail Website(s) Only

• Authorized Marketplace Reseller must only take orders via publicly accessible, e-commerce enabled web pages hosted on approved websites owned and operated by your company.
• Online Authorized Marketplace Reseller can only sell on approved websites and or/social media accounts approved in writing by WHD.
• Other than the approved websites above, selling on third-party sites (Amazon, eBay, Alibaba, Wal-Mart, Sears, JET, etc.), drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.),sites (Craigslist.com, Facebook Marketplace, etc.) or through direct messages on forums, or through Social Media Accounts like (Facebook, Twitter, Instagram, etc.) is strictly prohibited.
3. Report Sell-Through for Physical Retail Location(s) and E-Commerce Sites
• Authorized Marketplace Reseller must provide sell-through information by SKU and approved retail location upon request. WHD reserves the right to perform an audit of all financial statements of Authorized Marketplace Reseller pertaining to WHD sales or the business operations (conduct) to ensure compliance with this policy.

4. WHD’s Trademarks & Brand Policy

• Authorized Marketplace Reseller must comply with any WHD’s Trademark & Brand Policy presented to you and represent yourself as a WHD Authorized Marketplace Reseller in all Authorized Marketplace Reseller advertising and sales collateral.
• Setting up businesses, registering domain names, or using social media usernames that contain the WHD name or any of WHD’s trademarks is strictly prohibited. To ensure compliance with this Policy, you must only use approved marketing materials for all WHD products.
5. Trademarks and Logos for Products, Names, Apps and Websites
• Authorized Marketplace Reseller must not use the WHD Marks in a way that implies partnership, sponsorship, affiliation, or endorsement with WHD. You must:
• Avoid trademarks, company names, product or feature names, domain names, or social media handles that are confusingly similar to WHD’s Marks.
• Not alter the WHD Marks.
• Not use, copy, alter or imitate WHD’s logos, trade dress, color scheme, website, products, packaging, icons, marketing materials or photographs.
• Ensure all uses of WHD Marks must be truthful and accurate, and not likely to cause confusion as to source, affiliation, or association.
6. WHD’s MAP POLICY
• Authorized Marketplace Reseller must understand their obligations under any WHD MAP Policy that may exist now or in the future and abide by them. WHD reserves the right to create and maintain a unilateral United States Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized marketplace resellers of WHD Products located in the United States of America. WHD, in its sole discretion, reserves the right to discontinue doing business with any authorized marketplace reseller that advertises any product(s) covered their MAP Policy at a price lower that the MAP.
7. Sell to Retail Consumers Only
• Authorized Marketplace Reseller may not sell or transfer products in bulk to B2B accounts, wholesalers, or freight forwarders/drop shippers for other Authorized Marketplace Reseller’s, third-party websites, bulk purchasers or other authorized marketplace resellers or any other entity, that Authorized Marketplace Reseller knows or should know has intent to resell the Products. Authorized Marketplace Reseller shall not sell or transfer any Products. Authorized Marketplace Reseller may only sell to persons that are end users of the products.
8. Only Purchase WHD Products Directly from WHD
• Authorized Marketplace Reseller must not buy WHD products from other authorized marketplace resellers, or from other sources other than WHD.
9. Only Sell WHD Products in Original Packaging
• Authorized Marketplace Reseller may not alter original WHD packaging in any way prior to reselling WHD Products. Removing WHD Products from packaging, altering or changing UPC codes, changing or removing expiration dates, altering trademarks, removal or altering of serial numbers, tracking codes, or any other identifying information and reselling WHD Products in any condition other than sold by the WHD is strictly prohibited.

10. No Comingling of Products

• Authorized Marketplace Reseller may not sell to websites like Amazon, Walmart, or any other third-party marketplace or Authorized Marketplace Reseller, or allow WHD products to be comingled with any other products sold on these or any other channels.
11. No Bundling WHD Products without Obtaining Permission
• Authorized Marketplace Reseller must not re-SKU or bundle, or re-bundle WHD products in your Authorized Marketplace Reseller assortments and data feeds without receiving prior written permission from WHD.
12. Bulk Sales Customer Confusion
• Authorized Marketplace Reseller will not advertise, market, display or demonstrate non-WHD products together with WHD products in a manner that would create the impression that the non-WHD products are made by, endorsed by or associated with the WHD.
13. Termination or Suspension
• This Agreement may be terminated with or without cause with sixty (60) days written notice to the other party.
• Without limitation, the following events shall constitute grounds for termination by WHD:
• If Authorized Marketplace Reseller files or have filed against it a petition in bankruptcy or insolvency or if Authorized Marketplace Reseller makes an assignment for benefit of its creditors of if Authorized Marketplace Reseller's viability as a going concern should, in WHD’s judgment, become impaired.
• If Authorized Marketplace Reseller degrades and places in bad repute the name and reputation of WHD expressly or by virtue of its methods of handling and/or promoting the Products.
• If Authorized Marketplace Reseller fails to meet agreed upon payment terms.
• If Authorized Marketplace Reseller fails to comply with all the terms of WHD’s Policy.
• Except as may be otherwise determined pursuant to the laws of the jurisdiction where Authorized Marketplace Reseller has its principle office, WHD shall have no liability to Authorized Marketplace Reseller by any reason of any termination or cancellation of this Agreement by WHD, including without limitation, liability for direct or indirect damages on account of loss of income arising from anticipated sales, compensation, or for expenditures, investments, leases or other commitments or for loss of goodwill or business opportunity or otherwise.
• Upon termination by either WHD of Authorized Marketplace Reseller, WHD shall have the option of buying back from Authorized Marketplace Reseller any new unsold Products purchased from WHD, at the prices charged to Authorized Marketplace Reseller.
14. Indemnification
• Notwithstanding the provisions set forth above, Authorized Marketplace Reseller shall indemnify and hold harmless TCK against and from any claim, loss, damage or expense (including attorneys' fees and disbursements) (a) arising from any breach by Authorized Marketplace Reseller of any representation, warranty, covenant or other obligation of Authorized Marketplace Reseller of this Agreement, (b) resulting from any unlawful act committed by Authorized Marketplace Reseller or any Agent of Authorized Marketplace Reseller thereof, or (c) which TCK may sustain by reason of any act, omission or misrepresentation of Authorized Marketplace Reseller or Agent or any Authorized Marketplace Reseller thereof.
15. Miscellaneous
• WHD reserves the right to update, amend, or modify this Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Authorized Marketplace Reseller’s continued use, advertising, offering for sale, or sale of the Products, use of the WHD’s IP, or use of any other information or materials provided by WHD to Authorized Marketplace Reseller will be deemed Authorized Marketplace Reseller’s acceptance of the amendments. If any provision of this Policy is held contrary to law, the remaining provisions shall remain valid. This Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of North Carolina, without regard to its choice of law rules.