Dear Retailer,

At NLU Products, L.L.C. dba BGZ brands (“BGZ brands”), we are committed to you—the retail partners that help our company satisfy customer needs and deliver best-in-class protective cases and screen protectors for electronic devices and other accessories. To protect our BodyGuardz®, Moxyo®, and Lander® brands and the integrity of our authorized distribution channels, BGZ brands is announcing and implementing an Authorized Reseller Program, effective June 1, 2020.

Among other benefits, our Authorized Reseller Program will ensure that all sellers of BodyGuardz, Moxyo, and Lander products (“Products”) understand and take the steps necessary to ensure product quality and provide the excellent customer service that is integral to the reputation of our brands. In addition, our Authorized Reseller Program will assist us in identifying and taking action against unauthorized sellers that are harming you and consumers through the sale of damaged, diverted, and otherwise poor-quality products.

Your obligations under our new Authorized Reseller Program are outlined in the BGZ brands Authorized Retailer Policy (or the “Policy”). Please note that you are expected to comply with the terms of the enclosed Policy to remain an “Authorized Retailer” of BGZ brands Products.

The key features of the Policy are noted below:

• Where and to Whom You May Sell Our Products: The Authorized Retailer Policy requires that you sell Products solely to end users and not to persons or entities who intend to resell Products. You may also not market for sale or ship Products outside of the United States without our prior written consent.
• Restrictions on Online Sales: The Authorized Retailer Policy restricts the manner in which you may sell Products online. You are permitted to sell Products online, provided you follow our BGZ brands Online Sales Guidelines and limit online sales to your own proprietary website unless you have received BGZ brands’ separate written consent to sell elsewhere. You are prohibited from selling Products as a third- party seller on marketplace websites such as Amazon.com, eBay.com, and Jet.com without BGZ brands’ prior written consent.
• Ensuring Product Quality and Satisfaction: To ensure that the consumers who purchase our Products have the best experience possible, the Authorized Retailer Policy outlines our expectations for the service you will provide to your customers. The Authorized Retailer Policy also describes certain steps you must take to maintain the quality of our Products until they reach consumers.
• Ensuring Product Quality and Satisfaction: To ensure that the consumers who purchase our Products have the best experience possible, the Authorized Retailer Policy outlines our expectations for the service you will provide to your customers. The Authorized Retailer Policy also describes certain steps you must take to maintain the quality of our Products until they reach consumers.

Thank you for your careful attention to the attached documents and for your continued support of our brands. Please direct any questions about the Authorized Reseller Program, or the attached documents, to sales@bgzbrands.com.

Thank you in advance for your cooperation and assistance.

Sincerely,

NLU Products, L.L.C. dba BGZ brands

This BGZ brands Authorized Retailer Policy (“Retailer Policy”) is issued by NLU Products, L.L.C. dba BGZ brands® (“BGZ brands”) and applies to Authorized Retailers of BodyGuardz®, Moxyo®, and Lander® products (“Product(s)”) in the United States of America. By purchasing Products from BGZ brands for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and BGZ brands. Until such status is otherwise revoked by BGZ brands, in BGZ brands’ sole and absolute discretion, Retailer shall be considered an “Authorized Retailer” hereunder. BGZ brands may review Retailer’s activities for compliance with this Retailer Policy and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of the Products.

1. Authorized Customers. Retailer is authorized to sell Products to End Users. An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party. Retailer shall not sell or transfer Products to any person or entity Retailer knows or has reason to know intends to resell the Products. Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Retailer shall not sell, ship, invoice, or promote the Products outside the United States of America without BGZ brands’ prior written consent.

2. Online Sales. Retailer 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 Retailer in Retailer’s legal name or registered fictitious name; and

(ii) is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached hereto as Exhibit A, as BGZ brands may amend from time to time.

Retailer 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 BGZ brands. BGZ brands reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to market and sell Products on the Permissible Public Websites, and Retailer must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Retailer Policy supersede any prior agreement between BGZ brands and Retailer regarding the sale of the Products online.

3. Sales Practices. Retailer 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. Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by BGZ brands. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products. Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of BGZ brands or the Products.

4. Product Care, Customer Service, and Other Quality Controls.

(a) Retailer shall comply with all instructions provided by BGZ brands regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Retailer shall store Products in a cool, dry place, away from direct sunlight.

(b) Retailer shall 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. Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Retailer shall not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.

(c) Retailer shall not represent, advertise, or sell any Product as “new” that has been returned opened or repackaged.

(d) Promptly upon receipt of the Products, Retailer shall inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, Retailer must not offer the Product for sale and must promptly report the Defect to BGZ brands at quality@bgzbrands.com.

(e) Retailer shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise customers on the selection and safe use of the Products, as well as any applicable advantage program, warranty, guarantee, or return policy. Retailer must be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly.

(f) Retailer shall cooperate with BGZ brands with respect to any Product tracking systems that may be implemented from time to time.

(g) Retailer shall cooperate with BGZ brands with respect to any Product recall or other consumer safety information dissemination efforts.

(h) Retailer shall report to BGZ brands any customer complaint or adverse claim regarding the Products of which it becomes aware. Retailer shall assist BGZ brands in investigating any such complaints or adverse claims.

(i) Retailer shall cooperate with BGZ brands in the investigation and resolution of any quality or customer service issues related to Retailer’s sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

5. Intellectual Property. Retailer acknowledges and agrees that NLU Products, L.L.C. dba BGZ brands owns all proprietary rights in and to the BodyGuardz®, Moxyo®, and Lander® brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “BGZ brands IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the BGZ brands IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Retailer’s status as an Authorized Retailer. All goodwill arising from Retailer’s use of the BGZ brands IP shall inure solely to the benefit of BGZ brands. Retailer’s use of the BGZ brands IP shall be in accordance with any guidelines that may be provided by BGZ brands from time to time and must be commercially reasonable as to the size, placement, and other manners of use. BGZ brands reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the BGZ brands IP at any time, without limitation. Retailer shall not create, register, or use any domain name or any mobile application that contains any BGZ brands product name or any trademark owned by BGZ brands, nor a misspelling or confusingly similar variation of any BGZ brands product name or any trademark owned by BGZ brands.

6. Termination. If Retailer violates this Retailer Policy, BGZ brands reserves the right to terminate Retailer’s status as an Authorized Retailer with written or electronic notice. Upon termination of a Retailer’s status as an Authorized Retailer, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of BGZ brands Products or has any affiliation whatsoever with BGZ brands; and (iii) using all BGZ brands IP.

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

8. Confidentiality. This Retailer Policy, and its attachments, if any, constitute confidential, proprietary information of BGZ brands and shall not be used for any purpose other than the authorized advertising and sale of the Products nor disclosed to any third party without the prior written consent of BGZ brands.

EXHIBIT A

BGZ BRANDS ONLINE SALES GUIDELINES

Retailer’s approval to sell Products on Permissible Public Websites is conditioned on adherence to the following terms and conditions:

1. The Permissible Public Websites must not give the appearance that they are operated by BGZ brands or any third party.

2. Anonymous sales are prohibited. Retailer’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 delivered at the time of purchase.

3. At BGZ brands’ request, Retailer 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 Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) to BGZ brands for review upon request. Retailer agrees to cooperate with BGZ brands in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews. Retailer shall maintain all records related to customer feedback for a period of 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 Retailer to disclose identifying information about its customers to BGZ brands.

5. The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

6. Retailer shall be responsible for any applicable taxes associated with purchases of Products and any returns of Products from the Permissible Public Websites.

7. Retailer shall fulfill orders so that Products purchased from the Permissible Public Websites and shipped by the Retailer come from the Retailer’s own stock. Unless separately authorized by BGZ brands in writing, Retailer shall not use any third-party fulfillment service to store inventory or fulfill orders for the Products.

8. In marketing the Products on the Permissible Public Websites, Retailer shall only use images of Products either supplied by or authorized by BGZ brands and shall keep all Product images and descriptions up to date. Retailer shall not advertise Products not carried in inventory.