Authorized Reseller Policy

DIGGIN’ YOUR DOG, LLC / ZACA PET, LLC (DBA SUPER SNOUTS HEMP CO.) AUTHORIZED RESELLER POLICY Effective: May 1, 2021

This Diggin’ Your Dog, LLC / Zaca Pet, LLC Authorized Reseller Policy (“Reseller Policy”) is issued by Diggin’ Your Dog, LLC (“DYD”) and DBA Super Snouts Hemp Co. (“SSHC”) and applies to Authorized Resellers of DYD/SSHC family of brands products (“Product(s)”) in the United States of America and Canada. By purchasing Products from DYD/SSHC or a DYD/ SSHC Authorized Distributor for retail sale, you (“Retailer”) agree to the following terms. This Reseller Policy supplements any then-current retailer agreement between you, Retailer, and DYD/SSHC. Until such status is otherwise revoked by DYD/SSHC, in DYD/SSHC’s sole and absolute discretion, Retailer shall be considered an “Authorized Reseller” hereunder. DYD/SSHC may review Retailer’s activities for compliance with this Reseller 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 only authorized to sell Products purchased from DYD/SSHC to End Users. An “End User” is a purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to a 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 person use. Retailer shall not sell, ship, invoice, or promote the Products outside the United States of America and Canada without DYD/SSHC’s prior written consent.
  2. Online Sales. Retailer is authorized to advertise and sell Products through a Permissible Public Website 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;

(ii)        is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, as DYD/SSHC may amend from time to time.

Retailer shall not sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, or Walmart.com), mobile application, or other online forum other than a Permissible Public Website without the prior consent of DYD/SSHC. DYD/SSHC 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 Website, and Retailer must cease all such marketing and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Reseller Policy supersede any prior agreement between DYD/SSHC and Retailer regarding the sale of the Products online.

  1. 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 DYD/SSHC. Retailer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Retailer’s business or (b) related to the marketing and sale 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 DYD/SSHC or the Products.
  2. Product Care, Customer Service, and Other Quality Controls. Retailer shall comply with the Product Care, Customer Service, and Other Quality Controls.
  3. Intellectual Property. Retailer acknowledges and agrees that DYD/SSHC owns all proprietary rights in and to the DYD/SSHC family of brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “DYD/SSHC IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the DYD/SSHC 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 Reseller. All goodwill arising from Retailer’s use of the DYD/SSHC IP shall insure solely to the benefit of DYD/SSHC. Retailer’s use of the DYD/SSHC IP shall be in accordance with any guidelines that may be provided by DYD/SSHC from time to time (“Brand Guidelines”) and must be commercially reasonable as to the size, placement, and other manners of use. DYD/SSHC reserves the right to review and approve, in its sole discretion, Retailer’s use of intended use of the DYD/SSHC IP at any time, without limitation. Retailer shall not create, register, or use any domain name or any mobile application that contains any DYD/SSHC product name or any trademark owned by DYD/SSHC, nor a misspelling or confusingly similar variation of any DYD/SSHC product name or any trademark owned by DYD/SSHC. DYD/SSHC reserves the right to review and approve all advertising material containing the DYD/SSHC IP.
  4. Termination. If Retailer violates this Reseller Policy, DYD/SSHC reserves the right to terminate Retailer’s status as an Authorized Reseller with written or electronic notice. Upon termination of a Retailer’s status as an Authorized Reseller, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Reseller of DYD/SSHC Products or has any affiliation whatsoever with DYD/SSHC; and (iii) using all DYD/SSHC IP.
  5. Modification. DYD/SSHC reserves the right to update, amend, or modify this Reseller 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 DYD/SSHC IP, or use of any other information or materials provided by DYD/SSHC to Retailer will be deemed Retailer’s acceptance of the amendments.
  6. Confidentiality. This Reseller Policy, and its attachments, if any, constitute confidential, proprietary information of DYD/SSHC 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 DYD/SSHC.