Reseller Program Policy

This Distribution/Sales Policy (the “Policy”) applies to all distributors, distributor stores, wholesalers, retailers, resellers, any affiliates, group members, or customers thereof (collectively “Reseller”), is effective as of September 1, 2022 (“Effective Date”), and will be enforced strictly and uniformly.

1. Definition. In this Policy, the terms listed below have the following meanings:
2. “Products” mean products developed, manufactured, and/or distributed by Hampton under brand names owned by or licensed to Hampton.
3. Survival. The provisions of this Policy relating to protection of Hampton's proprietary rights in the Products and warranty, technical and infringement issues shall survive expiration or termination of this Agreement for any reason.
4. Distribution/sales. Reseller shall sell and distribute Products to their facilities, including their Stores and their distribution centers and/or online on their websites.
5. Prohibited Sales. Reseller shall not sell Products on amazon.com and Walmart.
6. Enforcement. Reseller agrees it shall enforce prohibited sales as defined in section 4 of this Agreement to other Reseller Buyers (i.e., Reseller Buyers cannot sell Hampton’s products on amazon.com and Walmart.com).
7. Purchase of Products. Hampton shall sell to Reseller Products at agreed upon prices.
8. Terms of Purchase Orders and Delivery.
9. Hampton shall ship Products promptly upon receipt of Reseller’s purchase order. Reseller shall pay for the Products in U.S. dollars by wire transfer or in such other manner as Hampton shall approve in advance of payment.
10. Orders shall be shipped F.O.B. Hampton’s warehouse. All freight, insurance, duty, and taxes applicable to the sale of Products shall be paid by Reseller.
11. Duties of Reseller. Reseller shall:
12. Use its best efforts to sell and promote Products.
13. Use its best efforts to protect copyrights, trademarks, and other proprietary rights of Hampton in the Products.
14. Use its best efforts to offer technical support of the Products to its customers and to advise Hampton immediately if it is unable to respond to customer inquiries effectively.
15. Comply with all applicable foreign (including, without limitation, the U.S Export Administration Act), federal, state, and local laws and ordinances in performing its duties under this Agreement and in any of its dealings with Hampton or the Products.
16. Honor all product warranty and support policies established by Hampton from time to time relating to the Products.
17. Duties of Hampton. Hampton shall:
18. Provide Reseller , under the terms of this Agreement, the opportunity to obtain reasonable quantities of the Products for distribution.
19. Provide reasonable technical and service advice and consultation to Reseller by telephone, through the mails, or by electronic transmission as Reseller reasonably requests.
20. Minimum Advertised Price. Reseller is free to set any price on the resale of Product so long as the minimum advertised price (“MAP”) is satisfied and Reseller does not infringe on Hampton's copyrights, trademarks, or other proprietary interests.
21. Warranty By Hampton. THE WARRANTIES AND THE REMEDIES SET FORTH IN THIS SECTION ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED. EXCEPT AS SET FORTH IN THIS SECTION, HAMPTON MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING ANY OF THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HAMPTON DOES NOT ASSURE UNINTERRUPTED OPERATION OF THE PRODUCTS OR THAT THE PRODUCTS WILL MEET ANY PARTICULAR REQUIREMENTS OF RESELLER OR ITS CUSTOMERS. IN NO EVENT WILL HAMPTON BE LIABLE TO RESELLER OR ANY OTHER PERSON FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THE USE OR INABILITY TO USE ANY OF THE PRODUCTS, EVEN IF HAMPTON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT SHALL HAMPTON'S LIABILITY FOR DAMAGES EXCEED THE PRICE PAID BY RESELLER FOR THE COPY OF THE PRODUCT WHICH GIVES RISE TO THE CLAIM.
22. No Modification to Products. Neither the Reseller nor Reseller's customers may modify, change, or alter any Product.
23. Warranties by Reseller to Customer. Reseller shall make no representations and warranties to any of its customers with respect to any of the Products except for those expressly made by Hampton and included in the packaging with each of the Products or in any promotional literature provided by Hampton to Reseller. Reseller shall indemnify and hold Hampton harmless from all liabilities, damages, losses and expenses, including reasonable attorney fees and court costs, arising out of Reseller's failure to comply with its obligations under this Section 10.
24. Infringement. Hampton agrees to defend or settle at its option any action at law against Reseller to the extent arising from a claim that a permitted use of the Products under this Agreement infringes any patent, copyright, trademark or other intellectual property right, provided Hampton has control of such defense or settlement negotiations and Reseller gives Hampton prompt notice of any such claim and provide reasonable assistance in its defense. In the event of such a claim of infringement, Hampton, at its option, may provide Reseller with substitute Products reasonably satisfactory to Reseller to replace those Products then in Reseller's inventory or then on order by Reseller. Hampton will not be liable under this paragraph if the infringement arises (i) out of Hampton's compliance with Reseller's written instructions for the marketing, labeling, design or packaging of products or (ii) out of Reseller's activities after Hampton has notified Reseller that Hampton believes in good faith that Reseller's activities will result in such infringement. Hampton's liability to Reseller under this paragraph shall be limited to the price paid to Hampton by Reseller for the copy of the Product which gives rise to the claim. The foregoing states the entire liability of Hampton with respect to infringement of patents, copyrights, trademarks or other intellectual property rights. The provisions of this paragraph shall survive and continue after any expiration or termination of this Agreement.
25. Technical Support By Hampton and Reseller. Hampton shall offer Reseller technical training for the Products from time to time upon reasonable request from Reseller at Hampton's then-current charges for such training. Training will be at Hampton's offices unless Hampton, in its sole discretion, agrees to offer training at another location. Reseller shall pay all travel, food, lodging, and other costs incurred by its personnel or by Hampton in connection with such training.
26. Software Production. Reseller acknowledges that Hampton owns all worldwide ownership rights, title and interest in and to Hampton’s apps and software in Hampton’s products (collectively “Software”), including, but not limited to, all patents, copyrights, trade secrets, trademarks, inventions, source code, object code, listings and related user documentation, together with all revisions, modifications, alterations, and derivative works thereof in all forms. Reseller and its customers receive no title to any of the Software and may not copy any of the Software (except for back-up purposes permitted by the end user license agreement) or related documentation. Title to the copyright in all of the Software is and shall remain in Hampton. Reseller acknowledges that the Software is secret and constitutes valuable products in which Hampton has a proprietary interest. Reseller shall not infringe on the rights of Hampton in the Software and shall make every reasonable effort to protect the proprietary interest of Hampton in the Software. Reseller shall not disclose or distribute the Software, except as provided in this Agreement. Reseller shall not alter or remove any copyright notice or other notices of proprietary interest in the Software supplied by Hampton.
27. Trademark Use and Protection. Hampton will supply to Reseller Products bearing trademarks used by Hampton. Reseller is granted the right to use these trademarks on the Products or in advertising, but only where such advertising directly refers to the Products. Such advertising should reference these trademarks as proprietary to Hampton. Reseller shall not remove, alter, or otherwise modify any identification marks or trademarks affixed by Hampton to Products.
28. Advertising and Marketing. Hampton may from time to time, as Hampton determines, make available to Reseller marketing and advertising materials, exhibitions, sales aids, and marketing assistance. Hampton may charge for some or all of these materials or services. Reseller consents to the listing of its business name, address, and phone number in any of Hampton's advertising or product literature, as determined by Hampton in its sole discretion.
29. Relationship of Parties. The relationship between Hampton and Reseller shall at all times be that of supplier and reseller. Under no circumstances shall Reseller be considered as a representative or agent--of Hampton. Likewise, Hampton shall not be considered as a representative or agent of Reseller. Reseller shall have no right or authority to enter into any contractual obligations or make any representation in the name of or on behalf of Hampton.
30. Nonassignability. Neither this Agreement nor any rights or obligations of Reseller hereunder shall be assignable or transferable by Reseller, in whole or in part, by operation of law or otherwise, unless provided herein or with written consent of Hampton. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
31. Notices. Any notices or other communications required or permitted hereunder shall be in writing and personally delivered at the principal business addresses designated at the beginning of this Agreement, or mailed by registered or certified mail, return receipt requested, postage prepaid, at the address set forth above, or to such other address or addresses as may be hereafter furnished by one party to the other party in compliance with the terms hereof. Notwithstanding the foregoing, Hampton may give notice of changes in Prices, delivery, product description, order procedures, or other procedures, or other routine events by way of printed materials or newsletter.
32. Force Majeure. Hampton shall not be liable for failure or delay in performance of any of its obligations hereunder if such delay or failure to perform is caused by circumstances beyond its control. Reseller shall be bound to accept any delayed shipment or delivery made within a reasonable time.
33. Governing Laws. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, U.S.A. The parties consent that any legal action or proceeding with respect to this Agreement may be initiated in the courts of the State of California. By execution and delivery of this Agreement, the parties submit to and accept with regard to any such action or proceedings the jurisdiction of the California courts. If any legal action or proceeding is initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in addition to any other relief to which such prevailing party may be entitled. THIS AGREE WELL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS OR BY THE PROVISIONS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED.
34. Miscellaneous. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes and terminates all other prior commitments, arrangements or understandings, both oral and written, between the parties with respect thereto. This Agreement may not be modified or amended except by an instrument in writing executed by each of the parties. None of the provisions of this Agreement shall be deemed to have been waived by any act or acquiescence on the part of either party, their agents or employees, but may be waived only by an instrument in writing signed by an officer of the waiving party. No waiver of any provision of this Agreement on one occasion shall constitute a waiver of any other provision or of the same provision on another occasion.