BLOOMSBURY LAB USA INC. RESELLER AGREEMENT

United States Authorized Reseller Agreement

This Agreement is entered into and becomes effective on the date it is executed (the "Effective Date") by and between Bloomsbury Lab USA Inc., a New Jersey corporation with its principal office located at 24 Davies Dr, Old Tappan, NJ 07675 (“Bloomsbury Lab”), and the entity or individual identified as the “Reseller” who has signed this Agreement. This document outlines the mutual rights and obligations between Bloomsbury Lab and Reseller concerning the Reseller’s appointment as an authorized seller of Bloomsbury Lab’s products. Both Bloomsbury Lab and the Reseller recognize that the terms and conditions specified herein are critical to preserving the integrity and success of Bloomsbury Lab’s distribution network and its Authorized Resellers. Bloomsbury Lab and Reseller may individually be referred to as a “party” and collectively as the “parties.”
Definitions
a. Products: The term “Product(s)” refers to Bloomsbury Lab-branded products, including associated equipment and accessories.
b. Territory: The term “Territory” refers to the United States of America.
c. End-User: An “End-User” is defined as any purchaser of the Product(s) from the Reseller who is the final consumer for whom the Product is intended and who has no intention of reselling the Product.
d. Transship: “Transship” refers to the sale of Product(s) to any entity other than an End-User.
e. Licensed IP: The term "Licensed IP" refers to the trademarks, trade names, product images, and/or marketing materials provided by Bloomsbury Lab in written form and in an approved format by Bloomsbury Lab.

1. Authorized Reseller Status
For the duration of this Agreement, Bloomsbury Lab designates the Reseller as a non-exclusive authorized reseller of the Products for sale to End-Users within the defined Territory.
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3. Prohibition on Transshipping
a. The Reseller is prohibited from engaging in Transshipping of Products; this includes selling or transferring any Product to any entity or individual for the purpose of resale. The Reseller shall not sell or offer for sale any product bearing any trademark, copyright, patent, or name related to Bloomsbury Lab unless the Product was obtained directly from Bloomsbury Lab. The Reseller must also ensure that no Product’s serial number or packaging is obscured or altered in any manner.
b. Liquidated Damages: In the event of a breach of Section 3 by the Reseller, involving unauthorized sales, the Reseller agrees to pay Bloomsbury Lab liquidated damages. These damages shall be the greater of (i) the costs and fees related to Bloomsbury Lab’s investigation and enforcement of the Reseller’s unauthorized sales, or (ii) five times (5X) the Manufacturer's Suggested Retail Price (MSRP) of each unit of the Product involved. The parties acknowledge that these damages are not punitive but are a fair estimation of the potential losses incurred by Bloomsbury Lab due to such breaches.
4. Geographic Sales Boundaries
a. The Reseller is limited to selling and advertising the Products strictly within the Territory. Bloomsbury Lab prohibits the Reseller from soliciting or completing sales outside of the designated Territory.
b. Liquidated Damages: Should the Reseller breach Section 4 by making unauthorized sales outside the Territory, the Reseller agrees to pay liquidated damages to Bloomsbury Lab, which shall be the greater of (i) the costs and fees associated with Bloomsbury Lab’s investigation and enforcement, or (ii) five times (5X) the MSRP of each unit of the Product involved. These damages are intended as a reasonable estimate of Bloomsbury Lab’s potential losses from such breaches.
5. Unilateral Pricing Policy
Reseller acknowledges that Bloomsbury Lab has informed them of its Unilateral Pricing Policy (UPP) regarding the advertisement and resale pricing of Products to End-Users in the United States. This policy is unilaterally decided by Bloomsbury Lab, and there is no agreement, explicit or implied, between Bloomsbury Lab and the Reseller concerning the advertised or resale pricing of Products. If any representative of Bloomsbury Lab attempts to influence the Reseller's pricing decisions, such actions are unauthorized, and the Reseller should notify Bloomsbury Lab’s management promptly.
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7. Intellectual Property Rights
A. License Grant: The Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed IP solely for the purpose of advertising and promoting the sale of Products within the Territory to End-Users.
B. Restrictions and Conditions:
i. The Reseller may not use the Licensed IP on the Internet unless it is to identify itself as an "Authorized Reseller of Bloomsbury Lab Products," using the approved format provided by Bloomsbury Lab.
ii. The Reseller must ensure that the Licensed IP is used in conjunction with the ® or TM designations as directed by Bloomsbury Lab; it must not be modified without prior written consent from Bloomsbury Lab and must be used without any other terms or marks that may detract from the Licensed IP. It must also be displayed according to the specifications provided by Bloomsbury Lab, which may be updated from time to time.
iii. The Reseller shall perform all acts requested by Bloomsbury Lab to ensure that the use of the Licensed IP maintains the quality and goodwill associated with the Licensed IP. The Reseller is explicitly prohibited from registering or using any domain name containing any of Bloomsbury Lab’s trademarks.
iv. The Reseller acknowledges that it holds no rights, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall benefit Bloomsbury Lab exclusively. The Reseller agrees not to take any action inconsistent with Bloomsbury Lab’s ownership of the Licensed IP, including but not limited to using, causing, or permitting another party to use the Licensed IP as part of a uniform resource locator ("URL"), metadata tag, or as a keyword or search engine term. The Reseller further agrees not to challenge the validity of the Licensed IP or Bloomsbury Lab’s ownership rights in the Licensed IP during or after the term of this Agreement.
v. The Reseller must not use the Licensed IP in any manner that would disparage Bloomsbury Lab or its Products, blur or dilute the Licensed IP, or otherwise diminish its value or portray Bloomsbury Lab or its Products in a negative or misleading light.
vi. Upon termination of this Agreement, except for a sixty (60) day sell-through period, the Reseller must immediately cease using the Licensed IP, stop advertising or representing itself as an authorized reseller, and discontinue the marketing, advertisement, offering, and/or sale of the Products. The Reseller must promptly return to Bloomsbury Lab all Confidential Information (as defined in Section 19 below), including all documents and information concerning prices, marketing, advertising, and promotional activities.
vii. The Reseller shall promptly inform Bloomsbury Lab of any actions or conduct by others that may infringe on Bloomsbury Lab’s intellectual property rights. Bloomsbury Lab shall have sole discretion in determining whether to take legal action against such infringement. Any damages or other compensation recovered in connection with such infringement, whether by judgment, settlement, or otherwise, shall belong exclusively to Bloomsbury Lab. The Reseller agrees to fully cooperate with Bloomsbury Lab in any legal action taken in relation to such infringement.
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8. Obligations of the Reseller
During the term of this Agreement, the Reseller agrees to:
a. Display, promote, demonstrate, market, and sell the Products;
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c. Maintain personnel who are knowledgeable about the specifications, features, and uses of the Products;
d. Provide quality post-sale support to all End-Users who purchase the Products;
e. Protect and enhance the reputation and goodwill of Bloomsbury Lab and its Products, avoiding any illegal or unethical actions, including but not limited to "bait and switch" practices;
f. Operate in full compliance with all applicable federal and state laws, regulations, FTC consent orders, and local ordinances. The Reseller agrees not to engage in any unfair trade practices and shall indemnify and hold Bloomsbury Lab harmless from any cost or liability, including litigation costs and attorney's fees, incurred in defending any civil, criminal, or administrative action brought against Bloomsbury Lab, its officers, employees, or agents due to the Reseller’s violation of this section.
9. Term of Agreement
This Agreement shall commence on the Effective Date and will remain in effect for one (1) year (the "Initial Term"). The Agreement will automatically renew for successive one (1) year terms ("Renewal Term(s)") unless terminated earlier as provided herein.
10. Termination of Agreement
This Agreement may be terminated under the following circumstances:
a. By Bloomsbury Lab, immediately upon written notice to the Reseller, if the Reseller breaches Sections 1, 2, 3, 4, 5, or 6 of this Agreement;
b. By either Bloomsbury Lab or the Reseller, without cause or liability, upon thirty (30) days' prior written notice to the other party;
c. Immediately, in the event of a change in ownership as described in Section 15;
d. By either party, if a force majeure event, as described in Section 30, continues for an extended period.
11. Obligations and Liability After Expiration or Termination
Upon expiration or termination of this Agreement, neither Bloomsbury Lab nor the Reseller shall be liable to the other party for compensation, reimbursement, or damages for present or prospective profits, investments, expenditures, or commitments made by the Reseller, or for the establishment, development, or maintenance of goodwill associated with Bloomsbury Lab, the Reseller, or the Products. The termination or expiration of this Agreement shall not relieve either party of any outstanding obligations or liabilities for Products sold or for any other reason that accrued prior to the termination or expiration. Upon termination or expiration, the Reseller shall immediately cease representing itself as an authorized reseller of Bloomsbury Lab Products, cease all use of Bloomsbury Lab’s intellectual property, and return to Bloomsbury Lab all advertising, promotional, display, and other materials provided by Bloomsbury Lab. Any acceptance by Bloomsbury Lab of a purchase order from the Reseller after the expiration or termination of this Agreement shall not be construed as a renewal or extension of the Agreement or a waiver of the termination or expiration.
12. Amendments and Waivers
Except as provided in Section 10(b), this Agreement may only be amended, waived, or modified by a written instrument signed by an authorized officer of both parties that explicitly states it is an amendment, waiver, or modification. Failure to enforce any provision of this Agreement at any particular time shall not be deemed a waiver of that provision or any other provision of this Agreement.
13. Product Recall
a. If a Product is determined by Bloomsbury Lab, the Reseller, or any governmental agency or court to contain a safety hazard or other defect requiring a recall or rework, the party discovering the issue shall promptly notify the other party. Bloomsbury Lab will take the necessary corrective actions to meet all legal obligations, file required documents, and make any necessary repairs or modifications at its own expense. The Reseller agrees to cooperate with Bloomsbury Lab in these efforts.
b. Should similar safety hazards or defects be discovered in other Bloomsbury Lab-manufactured products, any recall of Products purchased by the Reseller shall be handled separately from the recall of other Bloomsbury Lab products, provided this is lawful and that Bloomsbury Lab provides the Reseller with the same level of protection as it offers to other customers. The parties will consult each other before making any public statements or notifications to government agencies about a recall, except where timely notification is required by law or regulation.
14. Entire Agreement
This Agreement, any additional terms mutually agreed upon in writing, Bloomsbury Lab’s written invoices, and any personal guarantees or payment assurances provided in the Reseller’s New Account Application, constitutes the entire understanding and agreement between the parties. This Agreement supersedes any prior oral or written agreements or understandings related to its subject matter. Both parties acknowledge that they have not relied on any representation, assertion, guarantee, warranty, or other assurance except those explicitly stated in this Agreement. The parties hereby waive any rights or remedies based on any reliance on such representations, assertions, guarantees, warranties, or assurances, except where related to gross negligence, willful misconduct, or fraud occurring before or at the time of the execution of this Agreement.
15. Change in Ownership
If the Reseller transfers or disposes of all or substantially all of its business or retail locations through a sale of assets or stock, merger, or similar transaction, or if there is a change in senior management in a privately-owned business, this Agreement shall terminate immediately without notice. The new owner(s) or manager(s) of the Reseller shall not have any rights under this Agreement and must apply to and be approved by Bloomsbury Lab as an “Authorized Reseller” before marketing, advertising, or selling Products.
16. Changes by Bloomsbury Lab
Bloomsbury Lab reserves the right to discontinue the production, sale, or distribution of any of its Products, change the design of its Products, and alter its services, warranties, prices, or policies at any time without prior notice or obligation to the Reseller. The Reseller agrees that it will have no claim against Bloomsbury Lab or its affiliates for failure to supply Products, whether or not they are of a previously sold model, design, or type.
17. Governing Law and Forum
This Agreement shall be considered as having been made and fully performed in the State of New Jersey and shall be governed by and interpreted according to the laws of the State of New Jersey, without regard to its conflicts of laws principles. All disputes, claims, or controversies arising out of or relating to this Agreement shall be adjudicated exclusively in a court of competent jurisdiction within Bergen County, State of New Jersey, or the United States District Court in New Jersey. The Reseller irrevocably consents to the jurisdiction and venue of these courts and waives any rights to seek a change of venue or claim that the forum is inconvenient.
18. Limitation of Liability
Except for third-party product liability claims and third-party intellectual property indemnification claims, Bloomsbury Lab’s total liability, whether in contract, tort, or otherwise, shall be limited to the purchase price of the Products paid by the Reseller in aggregate during the twelve (12) months preceding the event that caused the liability. In no event shall Bloomsbury Lab be liable to the Reseller for any indirect, incidental, collateral, consequential, exemplary, punitive, or special damages, including loss of production, loss of profits or savings, loss of revenue, loss of use of the Products, loss of time, damage to property caused by the Products, inconvenience, and other economic losses, even if Bloomsbury Lab has been advised of the possibility of such damages. This limitation of liability shall apply to the fullest extent permitted by law regardless of fault. Bloomsbury Lab disclaims all warranties, express or implied, with respect to the Products sold to the Reseller, including warranties of merchantability and fitness for a particular purpose.
19. Confidentiality
In connection with this Agreement, both parties may receive or have access to commercially valuable confidential or proprietary information of the other party, including technical and non-technical information related to business operations, product designs, trade secrets, pricing strategies, marketing plans, business strategies, and any login credentials provided by Bloomsbury Lab ("Confidential Information"). Both parties acknowledge that all Confidential Information remains the sole and exclusive property of the disclosing party and may not be used, disseminated, or disclosed except as necessary to fulfill the obligations under this Agreement or as required by law. If disclosure is required by law, the party obligated to disclose Confidential Information will cooperate with the other party, at the other party's expense, to preserve the confidentiality of the information. Confidential Information does not include information that: (a) is or becomes generally known to the public through no wrongful act of the receiving party; (b) was previously known by the receiving party through lawful means; (c) is independently developed by the receiving party without reference to the Confidential Information; or (d) is lawfully disclosed to the receiving party by a third party without obligation of confidentiality.
20. Assignment
The Reseller may not transfer or assign this Agreement, in whole or in part, nor delegate or sublicense any of its rights or obligations hereunder without the prior written consent of Bloomsbury Lab. Any change in ownership of the Reseller, whether through the sale of stock, a merger, reorganization, or sale of assets, in a single transaction or a series of related transactions, shall be considered a transfer and shall entitle Bloomsbury Lab to terminate this Agreement without notice.
21. Contract Interpretation
Both parties acknowledge that they have had ample opportunity to review and comment on this Agreement. The Agreement shall be interpreted according to its plain meaning, and any ambiguities shall not be construed against either party. The rule of construction that a document should be more strictly construed against the drafter shall not apply to any provision of this Agreement. If any provision (or part thereof) of this Agreement is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent consistent with the intent of the parties.
22. Remedies
Due to the difficulty in ascertaining damages associated with any breach of this Agreement, Bloomsbury Lab shall have the right to seek immediate injunctive relief (including but not limited to a temporary restraining order, preliminary and/or permanent injunctive relief) against the Reseller for any breach without having to provide notice or post a bond. This right to injunctive relief is in addition to any other remedies available to Bloomsbury Lab. The Reseller hereby waives its right to seek an injunction to continue marketing, advertising, offering for sale, or selling Products or using the Licensed IP after this Agreement has been terminated for any reason. In the event of non-payment by the Reseller, the Reseller shall be responsible for Bloomsbury Lab’s attorneys’ fees and costs associated with any lawsuit or action necessary to recover full payment. Notwithstanding any statutory provision to the contrary, the Reseller must bring any claims against Bloomsbury Lab arising from this Agreement or its termination within one hundred eighty (180) days of the claim arising, or such claim shall be waived.
23. Ineffectiveness Clause
Should any provision of this Agreement be or become ineffective, the effectiveness of the remaining terms shall not be affected. Ineffective provisions shall be replaced with legally valid provisions that best reflect the intended commercial intent of the parties.
24. Captions
Headings or captions in this Agreement are for reference purposes only and do not define, limit, or describe the scope or intent of this Agreement or any provision herein.
25. Independent Entities; No Franchise Relationship
Nothing in this Agreement shall alter the fact that Bloomsbury Lab and the Reseller are independent legal entities and are not representatives or agents of one another. The Reseller acknowledges that this Agreement does not create any agency or franchise relationship and that no fee has been paid by the Reseller in connection with the establishment of this buyer-seller relationship. This Agreement does not establish a joint venture, partnership, or agency relationship. Bloomsbury Lab is not responsible, directly or indirectly, for the operations of the Reseller or the transactions conducted by the Reseller.
26. Release and Limitation on Future Claims
In consideration of the mutual execution of this Agreement, the Reseller agrees to release Bloomsbury Lab from all causes of action, claims, suits, contracts, controversies, damages, and demands of any kind, known or unknown, in law or equity, from the beginning of time until the Effective Date hereof.
27. Survival
The following sections of this Agreement shall survive its expiration or termination: Sections 3(a), 4(a), 5, 9, 11, 17, 18, and 19.
28. Notices
All notices under this Agreement must be in writing and are deemed given on the day of email transmission or three (3) days after mailing.
29. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
30. Force Majeure
Neither Bloomsbury Lab nor the Reseller shall be liable or in default for failure to perform any obligations under this Agreement due to causes beyond their reasonable control, including acts of God, declared or undeclared war, fire, flood, transportation interruptions, embargo, insurrections, accidents, explosions, governmental orders, regulations, restrictions, rationing, strikes, lockouts, or other labor disputes affecting production or transportation of the Products or the supply of raw materials. If such a force majeure event continues for more than three (3) months, either party may terminate this Agreement by giving written notice specifying a termination date no less than fifteen (15) days after the notice date. The Agreement will terminate on the date specified in the notice.