Distributor Terms and Conditions

1. Powers as Distributor Wholesaler/Distributor may sell the Squeegit Squeegees and Swytch Tools Blades and Related Products either alone or in combination with other products. Except as expressly provided in this Agreement, all aspects of the distribution and marketing of the products by Wholesaler/Distributor shall be in Wholesaler/Distributor's sole control, including without limitation the methods of marketing, pricing, packaging and advertising, and the terms and conditions of any sale, unless otherwise provided for in this Agreement.

2. Wraps1 & Distributor as Independent Businesses Wraps1 and Wholesaler/Distributor agree that their relationship is that of the seller and the buyer and not that of joint venturers, principals or agents, or franchiser and franchisee. Both are independent businesses acting for their own accounts, and neither is authorized to make any commitment or representation, express or implied, on the other’s behalf unless authorized to do so by the other in writing.

3. Use of Trademarks and Trade Names No right, title or interest in or to any trademarks, trade names, slogans, labels and designs used by either Wraps1 or Wholesaler/Distributor, nor the goodwill connected, is conveyed by this Agreement. Wholesaler/Distributor may, in connection with the promotion and sale of the products pursuant to the terms of this Agreement, refer to Wraps1’s applicable trade names or trademarks provided that all such references are in conformance with Wraps1's requirements regarding such use, as such requirements are communicated to Wholesaler/Distributor in writing from time to time by Wraps1.

4. Distribution Rights In recognition of the investment to be made by Wholesaler/Distributor in connection with its marketing and distribution of the products, the parties agree to each of the following provisions:

4.1 Non-Exclusivity- Except as specifically explained below, Wholesaler/Distributor may distribute the products anywhere in the world.

4.2 Wraps1 hereby grants Wholesaler/Distributor the non-exclusive right to distribute the products in all countries in the world in which it is legal to sell the products.

4.3 Wholesaler/Distributor may resell or distribute the products to end-user customers or resellers without restriction.

5. Reservation of Rights by Wraps1 Despite the non-exclusive distribution rights granted to Wholesaler/Distributor pursuant to Section 4.1, Wraps1 specifically reserves the following rights with respect to the sale of the products:

a. Wraps1 reserves the right to sell the products to end-user customers or large manufacturers globally as of the date of this Agreement via its retail website or Amazon account or any other platform.

b. Wraps1 further reserves the right to sell products direct to other customers if such sales are part of an integrated sale with other systems.

6. Sales by Wraps1 Wraps1 shall NOT pay Wholesaler/Distributor a commission on the sale of any products by Wraps1 pursuant to Section 5b.

7. Distributor's Responsibilities During the term of this Agreement, Wholesaler/Distributor agrees to the following:

7.1 Distribution to Re-sellers: Wholesaler/Distributor may distribute the products to any re-sellers.

7.2 Promotional Efforts: Wholesaler/Distributor shall use its best efforts to promote vigorously and aggressively the marketing and distribution of the products. Wholesaler/Distributor may advertise the products in advertising media of Wholesaler/Distributor’s choice. Wholesaler/Distributor shall make full use of all promotional material supplied by Wraps1. In all advertising and promotion of the products, Wholesaler/Distributor shall comply with Wraps1's standard cooperative advertising policies as specified from time to time.

7.3 Wraps1 Packaging Wholesaler/Distributor shall distribute products with all packaging, warranties, disclaimers as shipped by Wraps1 and shall require all the Re-sellers to adhere to the terms applicable to the Squeegit Products.

7.4 Compliance with Laws Wholesaler/Distributor shall comply with all material applicable present and future federal, state, county, local, and, where necessary, foreign laws, ordinances and regulations relating to the sale of the products.

8. Wraps1 Acceptance All orders for products by Wholesaler/Distributor shall be subject to acceptance by Wraps1 and shall not be binding on Wraps1 until the earlier of confirmation or shipment, and, in the case of acceptance by shipment, only as to the portion of the order actually shipped. Unless otherwise agreed to in writing, this Agreement controls all of the terms and conditions of any sales between Wraps1 and Wholesaler/Distributor, not purchase orders or other documents.

9. Controlling Terms The terms and conditions of this Agreement and of the applicable Wraps1, confirmation shall apply to each order accepted or shipped by Wraps1 under this Agreement. Any terms or conditions appearing on the face or reverse side of any purchase order, acknowledgment, or confirmation that are different from or in addition to those required under this Agreement shall not be binding on the parties, even if signed and returned, unless both parties expressly agree in a separate writing to be bound by such separate or additional terms and conditions.

9.1 Cancellation of Orders In the unlikely event that a lawsuit is filed and Wraps1 is no longer allowed to supply the products, Wraps1 agrees to try to replace the products or refund Wholesaler/Distributor if it cannot obtain permission for Wholesaler/Distributor to continue distribution of those products. Any order under this Agreement shall be cancellable by Wholesaler/Distributor upon an adverse ruling in the form of a restraining order, injunction or other remedy issued by any court of competent jurisdiction preventing or restraining Wraps1 from selling, or Wholesaler/Distributor from reselling, the products. In the event of such an adverse court ruling Wraps1 shall, at its own expense, immediately (1) procure for Wholesaler/Distributor the right to continue the use, sale or resale of such products purchased under this Agreement, or (2) having failed to obtain such right, replace or modify such products in order that Wholesaler/Distributor may continue to use, sell or resell such products, or (3) having failed to replace or modify such products, refund to Wholesaler/Distributor the purchase price of all unsold products. If Wraps1 elects to replace or modify any of the products, such replacement or modification shall substantially meet the respective performance and interface specifications of the replaced or modified products. Once an order has been accepted by Wraps1, it may not be cancelled by Wholesaler/Distributor unless (1) Wraps1 has failed to ship the order, or any portion thereof, within 14 days of the date of Wraps1's confirmation of such order; and (2) Wholesaler/Distributor provides written notice of such cancellation, and Wraps1 acknowledges such cancellation in writing; and (3) Wraps1 has not yet shipped the order or portion thereof that Wholesaler/Distributor desires to cancel.

9.2 Wraps1 Cancellation Wraps1 reserves the right to cancel or suspend any orders placed by Wholesaler/Distributor and accepted by Wraps1, or refuse or delay shipment thereof, if Wholesaler/Distributor fails (1) to make any payment as provided in this Agreement or in any invoice; (2) to meet credit or financial requirements established by Wraps1; or (3) otherwise to comply with the terms and conditions of this Agreement.

9.3 Partial Shipments Wraps1 must get Wholesaler/Distributor's approval before making a partial shipment. No Partial shipments shall be made without Wholesaler/Distributor’s prior written approval.

10. Packaging Wraps1 will provide Wholesaler/Distributor with the products in the Wraps1's packaging, so that the Distributor doesn't have to handle the products directly. Wraps1 agrees to provide appropriate packaging, and similar matters as requested by Wholesaler/Distributor in order to permit the products to be shipped directly into Wholesaler/Distributor's distribution system without reopening the boxes or otherwise re-handling the finished goods.

11. Direct Shipping Wholesaler/Distributor may request that Wraps1 ship directly to any location designated by Wholesaler/Distributor. Wraps1 agrees to comply with these requests at no additional charge (other than transportation charges) via a designated carrier chosen by the distributor/wholesaler available through our website provided that Wholesaler/Distributor furnishes Wraps1 with proper shipping instructions when the order is entered.

12. Risk of Loss Except as provided below, title to the products purchased under this Agreement will pass upon shipment to Wholesaler/Distributor. Wholesaler/Distributor assumes the risk of loss and damage of the products in transit from Wraps1’s shipping point.

12.1 Modifications Wholesaler/Distributor shall NOT have the right to modify any of the products, and may NOT combine such with other products or material to form derivative works unless expressed in writing and approved by Wraps1.

12.2 Shipment All products shall be shipped by Wraps1 and priced F.O.B. Wraps1's point of shipment in Davie, Florida USA. Shipments shall be made to Wholesaler/Distributor's identified warehouse facilities or freight forwarded. Distributor to specify in Wholesaler/Distributor's order the mode of shipment and the carrier. Wholesaler/Distributor shall be responsible for and shall pay all shipping, freight, and insurance charges, which charges Wraps1 will require Wholesaler/Distributor to pay in advance.

12.3 Partial Delivery Unless Wholesaler/Distributor clearly advises Wraps1 to the contrary in writing, Wraps1 may make partial shipments of Wholesaler/Distributor's orders, to be separately invoiced and paid for when due. Delay in delivery of any instalment shall not relieve Wholesaler/Distributor of its obligation to accept the remaining deliveries, unless cancelled pursuant to Section 9.1 of this Agreement.

12.4 Delivery Schedule & Delays Wraps1 shall use reasonable efforts to meet Wholesaler/Distributor's requested delivery schedules for the products. Should orders for products exceed Wraps1's available inventory, Wraps1 will allocate its available inventory and make deliveries on a basis Wraps1 deems equitable, in its sole discretion, and without liability to Wholesaler/Distributor on account of the method of allocation chosen or its implementation.

13. Limited Warranty This is a general warranty provision that warrants that the products are not defective and provides recourse in the event that they are. Wraps1 agrees to investigate defective products at its manufacturing facility so long as the end-user returns the product postage prepaid.

14. Warranty to Distributor's Customers Wraps1’s standard limited warranty for the products, as follows: a. One-Year Limited Warranty b. For one year after the date of direct shipment to end-user from Wraps1 or eighteen months after the date of shipment to Wholesaler/Distributor, Wraps1 will at its sole discretion, replace, repair or furnish credit for any product purchased by End-user that, in Wraps1's judgment, has a defect in material or workmanship provided the product is returned, transportation charges prepaid, to Wraps1 with Wraps1's prior permission and return authorization number, and provided further that the product has not been misused, improperly operated, or subject to unauthorized repairs or modifications. This warranty is in lieu of all other warranties, expressed, implied or statutory, including the warranty of merchantability and the warranty of fitness or of suitability for a particular purpose and of all other obligations or liabilities on Wraps1's part, and Wraps1 neither assumes nor authorizes any other person to assume for Wraps1 any other liabilities in connection with the sale of the said product. If Wraps1's examination does not disclose a defect in material or workmanship on a product claimed to be defective the End-user agrees to pay Wraps1's established charges for unpacking, testing, and repackaging the product for reshipment to the End-user. This provision states the End-user’s exclusive and sole remedy for breach of warranty. This provision does not extend the original warranty period of any product that has been repaired or replaced by Wraps1. This warranty is the only warranty made by Wraps1 with respect to the goods delivered under this Agreement, and may be modified or amended only by a written instrument signed by a corporate officer of Wraps1 and accepted by the End-user.

15. Disclaimer, No Other Warranty Except for the express warranty set forth above, Wraps1 grants no other warranties, express of implied, by statute or otherwise, regarding the products, their fitness for any purpose, their quality their merchantability, or otherwise.

16. Limitation of Liability Wraps1's liability under the warranty shall be limited to replacement or credit for the customer's purchase price. In no event shall Wraps1 be liable for the cost of procurement of substitute goods by the customer or for any special, consequential or incidental damages for breach of warranty.

17. Distributor Duties Wholesaler/Distributor agrees to honor all replacement requests received from the Re-sellers or End-Users pursuant to the terms of the End-User Agreement pertaining to any defective units. Wholesaler/Distributor shall instruct all the Re-sellers to submit all replacement requests to Wholesaler/Distributor.

18. Product Liability

18.1 Indemnification Wraps1 shall indemnify and hold harmless Wholesaler/Distributor for damages or expenses resulting from any claim, suit or proceeding brought against Wholesaler/Distributor on the issue of product liability. Wholesaler/Distributor agrees that Wraps1 has the right to defend, or at its option to settle, and Wraps1 agrees, at its own expense, to defend or at its option to settle, any claim, suit or proceeding brought against Wholesaler/Distributor or its Customer on the issue of product liability, subject to the limitations set forth in this Agreement. Wraps1 shall have sole control of any such action or settlement negotiations, and Wraps1 agrees to pay, subject to the limitations of this Agreement set forth, any final judgment entered against Wholesaler/Distributor or its Customer on such issue in any such suit or proceeding defended by Wraps1. Wholesaler/Distributor agrees that Wraps1 at its sole option shall be relieved of the foregoing obligations unless Wholesaler/Distributor or its Customer notifies Wraps1 promptly in writing of such claim, suit or proceeding and gives Wraps1 authority to proceed as contemplated herein, and, at Wraps1’s expense, gives Wraps1 proper and full information and assistance to settle and / or defend any such claim, suit or proceeding.

18.2 Entire Liability The foregoing provisions of this Section 18.1 state the entire liability and obligations of Wraps1 and the exclusive remedy of Wholesaler/Distributor and its Customers, with respect to any alleged product liability suit related to the products or any part thereof.

19. Trademarks Wraps1 shall have and retain sole ownership of the Trademarks, Squeegit and Swytch Tools including the goodwill pertaining thereto. Subject to Wholesaler/Distributor's compliance with Wraps1's standard cooperative advertising policies, Wraps1 hereby grants to Wholesaler/Distributor the right to use and display the Trademarks solely in connection with and solely to the extent reasonably necessary for the marketing, distribution, and support of the products within the Sales Territory according to the terms and conditions of this Agreement. Wholesaler/Distributor shall market, distribute, and support the products only under the Trademarks, and not any other trademark or logo. Wholesaler/Distributor shall not use the Trademarks or any other trademarks or trade names of Wraps1 or any word, symbol, or design confusingly similar thereto, as part of its corporate name, or as part of the name of any product of Wholesaler/Distributor. Wholesaler/Distributor shall not remove or alter the products' copyright notices, trademarks, and logs, or packaging. To protect and preserve the goodwill and image of the products, Wholesaler/Distributor shall (1) conduct business in a manner that reflects favorably at all times on the products and the reputation of Wraps1; (2) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Wraps1, the products, Authorized Dealers, or the public, including any disparagement of Wraps1 or the products; (3) make no false or misleading representations with regard to Wraps1 or the products; (4) refrain from publishing or employing any misleading or deceptive advertising material; and (5) refrain from making any representations, warranties, or guarantees to Resellers or to the trade with respect to the specifications, features, or capabilities of the products that are inconsistent with the literature distributed by Wraps1, including all warranties and disclaimers contained in such literature.

20. No Copying Wholesaler/Distributor shall refrain from copying, reverse engineering, disassembling, decompiling, translating, or modifying the products, or granting any other person or entity the right to do so.

21. Governing Law & Jurisdiction This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of Florida, without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of Florida. Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address - Wraps1 LLC, 4710 NE 11th Ave Oakland Park, FL USA 33334, such service to become effective thirty (30) days after such mailing.