Distributor Policy

DISTRIBUTOR POLICY

The Kentucky Equine Research, Inc. Distributor Policy (the “Policy”) applies to all distributors of Kentucky Equine Research, Inc. (“KER”) products (the “Products”) in the United States. The Policy is effective immediately. By purchasing Products from KER for distribution to Authorized Reseller customers, you (“Distributor”) agree to adhere to the following terms and conditions.

1. Sales to Authorized Resellers. Distributor shall sell Products only to KER Authorized Resellers (“Authorized Resellers”). An Authorized Reseller (i) is an individual or business entity that purchases and resells the Products as part of a commercial enterprise; (ii) has received and adheres to the Kentucky Equine Research Authorized Reseller Policy; and (iii) has not had its Authorized Reseller status revoked by KER. Authorized Resellers are determined by KER in its sole discretion.

If any customer or prospective customer of Distributor is not an Authorized Reseller, Distributor must provide the Kentucky Equine Research Authorized Reseller Policy to the customer or prospective customer as well as a copy of the Kentucky Equine Research Unilateral Minimum Resale Price Policy. If the prospective customer agrees to adhere to the Kentucky Equine Research Authorized Reseller Policy, Distributor may thereafter sell Products to such Authorized Reseller unless and until KER revokes such Authorized Reseller’s status.

Products sold to unauthorized persons, including customers whose Authorized Reseller status has been revoked, and Products sold through unauthorized channels, including unauthorized Internet sites, shall not be eligible for certain KER promotions, services, and/or benefits, including, unless prohibited by law, coverage under any KER Product guarantees.

2. Distributor’s Obligations.

2.1. Distributor shall support KER’s sales programs and use best efforts to further the sale of the Products to Authorized Reseller customers within the United States.

2.2. Distributor shall not sell, ship, invoice, or promote the Products outside the United States without obtaining KER’s prior written consent.

2.3. Distributor is authorized to market for sale and/or sell the Products to Authorized Reseller customers on websites owned or operated by Distributor, provided however, that such websites (i) disclose the Distributor’s full legal name, mailing address, email address, and telephone contact; and (ii) do not give the appearance that they are operated by KER. Distributor shall not register or use any domain name that contains any KER trademark, nor any misspelling of any KER trademark. KER reserves the right to terminate, at any time and in its sole discretion, Distributor’s authorization to sell the Products on such websites. Upon receiving notice of such termination, you must cease all marketing and sales of the Products on such websites immediately. Distributor shall not market for sale or sell the Products on any other website, including any online marketplace website such as Amazon or eBay, without the prior written consent of KER.

2.4. Distributor shall inspect the Products upon receipt and during storage for damage, defect, evidence of tampering, or other non-conformance. Distributor must also confirm that product seals have not been broken. If any defect is identified, Distributor must not offer the Product for sale and must report the defect to KER at orders@ker.com.

2.5. Distributor shall store the Products in a cool, dry place, away from direct sunlight, extreme heat, freezing temperatures (in the case of liquids) and dampness, and in accordance with any additional storage guidelines specified by KER.

2.6. Distributor shall inspect its inventory regularly for expired or soon-to-be expired Products and shall remove those Products from inventory. Distributor shall not sell expired Products.

2.7. Distributor shall sell the Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to the Products is prohibited. Distributor is prohibited from tampering with, defacing, or otherwise altering serial numbers, batch or lot codes, UPC codes, or other identifying information on Products or packaging. Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is also prohibited.

2.8. Distributor shall cooperate with KER in any recall of the Products or other consumer safety information dissemination effort.

2.9. Distributor shall convey policy updates and other information to its Authorized Reseller customers upon request by KER.

3. WARRANTY DISCLAIMER. KER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. KER SHALL NOT BE LIABLE TO DISTRIBUTOR UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS.

4. Customer Service. Distributor’s sales personnel must be trained to accurately describe, demonstrate, and sell each Product kept in Distributor’s inventory. Distributor must represent the Products in a professional manner and refrain from any conduct is or could be detrimental to the reputation of KER.

5. Compliance with Applicable Laws. Distributor shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.

6. Intellectual Property. KER owns all proprietary rights in and to the KER brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (the “KER Trademarks”). Distributor is granted a limited, non-exclusive, non-transferable, revocable license to use the KER Trademarks solely for purposes of marketing and selling the Products as set forth herein, and this license shall cease immediately upon termination of your Authorized Distributor status. KER may review, approve, and/or reject, in its sole discretion, Distributor’s use of the KER Trademarks at any time. All goodwill arising from Distributor’s use of the KER Trademarks shall inure solely to the benefit of KER.

7. Termination. If Distributor violates any provision of this Policy, KER may terminate Distributor’s status as an Authorized Distributor of the Products. Upon termination, Distributor shall immediately cease representing itself as an authorized distributor of KER Products and shall cease all use of anything that may give the impression that Distributor is an authorized distributor of KER Products or has any affiliation whatsoever with KER.

8. Modification. KER reserves the right to update, amend, or modify this Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Distributor’s continued use, advertising, offering for sale, or sale of the Products, use of the KER Trademarks, or use of any other information or materials provided by KER to Distributor will be deemed Distributor’s acceptance of the amendments.

9. Unilateral Minimum Advertised Price Policy. KER has a Unilateral Minimum Advertised Price Policy (“UMAP Policy”) that applies to all resellers of KER Products located within the United States. This paragraph is intended to inform you of the UMAP Policy. It does not constitute consideration for any agreement between you and KER, and does not separately constitute an agreement between you and KER regarding the price you will charge your customers for the Products. KER does not seek, nor will it accept, from Reseller any assurance of compliance with the UMAP Policy.

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