Reseller Agreement

The signing party (" Reseller") acknowledges, represents and warrants the following to SaltWorks, Inc., a Washington corporation (" SaltWorks") regarding any products (" Products") that SaltWorks sells to the Reseller.

  1. Appointment. Reseller is hereby appointed by SaltWorks as a non-exclusive reseller of the Products in the United States and Canada and any other country approved in writing by SaltWorks (" Territory"). SaltWorks may appoint any number of other resellers in the same Territory. Reseller will utilize diligent efforts to maximize the sale of Products to customers in the Territory. Reseller may only sell Products to final purchasers who will use the Products for their own ultimate use, not to other resellers or subdistributors unless otherwise permitted by SaltWorks in writing.
  2. Permitted Sales. Reseller may only sell Products in the Territory from Reseller's brick and mortar stores and via Reseller's own branded website. Without SaltWorks' prior written consent, Reseller may not sell Products on any other website including any online marketplaces (Amazon, eBay,Wal-Mart, etc.). For any sales including internet sale, Reseller can only sell to purchasers with a mailing address within the Territory.
  3. Internet Policy. Reseller will comply with the following for any permitted internet sales:
    • Reseller will maintain a website providing complete and accurate descriptions of all Products.
    • Reseller will use descriptions, photographs or artwork of Products that are supplied by SaltWorks and will not use these descriptions, photographs or artwork for any other products. All other description, photos or artwork depicting the Products must be approved, in writing, by SaltWorks before the photo or artwork is posted on Reseller's website.
  4. Laws. Reseller will at all times comply with all applicable laws, statutes, rules and regulations.
  5. Image and Descriptive Text Usage. Reseller will sign and comply with the Image, Brand and Varietal Usage Agreement and Trademark and Brand Policy attached as Exhibit A.
  6. Product Representations. Reseller will not engage in any unfair or unethical trade practices, or make any false or misleading representations with respect to SaltWorks, its personnel or Products.
  7. Packaging; Expiration. Any Reseller who buys bulk Products is prohibited from repackaging the Products if selling under the Trademark, as defined below. Except for Resellers who purchase Products in bulk quantities for sale under their own trademarks, Reseller will sell all Products in their original packaging and will not adulterate, re-pack, re-label, alter, or tamper the Products or the packing in which the Products are contained. Reseller will not sell any Products that are past the expiration date of that Product.
  8. Trademarks. All trademarks, trade names, trade dress, endorsements, designs and logos, as well as any other text or images that appear on packaging or collateral materials, that are owned or licensed by SaltWorks and used in connection with the marketing, promotion and/or distribution of Products (collectively, the " Trademarks") are the sole and exclusive property of SaltWorks. SaltWorks grants to Reseller a limited, non-exclusive, non-transferable and non-sublicensable license to use the Trademarks solely in connection with its distribution and sale of the Products, and only in a manner (i) consistent with the maintenance of the Trademarks and (ii) that preserves and protects the Trademarks under applicable state and federal law. Reseller will market and distribute the Products using only the Trademarks.
  9. Reseller Developed Materials. Reseller shall not develop its own brochures, social media communications, promotional materials or other documentation related to the Products, whether containing the Trademarks or not (" Reseller Developed Materials") without the express written consent of SaltWorks. To the extent that Reseller creates any Reseller Developed Materials with SaltWorks prior consent (i) Reseller hereby irrevocably assigns all copyrights and other ownership rights in the Reseller Developed Materials to SaltWorks, subject to a non-exclusive, non-transferable and non-sublicensable license to Reseller granted by SaltWorks to use the Reseller Developed Materials solely on or in connection with the promotion, advertising, resale or use of the Products, (ii) Reseller will provide SaltWorks with samples of Reseller Developed Materials and will make any changes requested by SaltWorks, and (iii) the Reseller Developed Materials will be of high quality so as to retain the value of and protect the Trademarks and the goodwill the Trademarks symbolize.
  10. Termination. SaltWorks may stop selling Products to Reseller, and Reseller may stop placing purchase orders with SaltWorks, at any time for any reason or no reason.
  11. Storage. Reseller will store Products at all times in a dry, airtight container at room temperature with a relative humidity of less than 75% and at a room/ambient temperature of approximately 59 - 77 degrees Fahrenheit.