Authorized Retailer Policy

    This Authorized Retailer Policy (“Retailer Policy”) is issued by Speculative Product Design, LLC, a California limited liability company doing business as Speck Products (“Speck”) with its principal place of business at 177 Bovet Road, Suite 200, San Mateo, California 94402, and applies to Authorized Retailers of Speck Products (“Products”) in the United States of America. By purchasing Products from Speck or an Authorized Speck Distributor for retail sale and/or clicking to accept or agree to this Retailer Policy, you (“Retailer,” “you,” or “your”) agree to adhere to the following terms. Please read this Retailer Policy carefully. Until such status is otherwise revoked by Speck, in Speck’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer” here under. This Retailer Policy is effective as of October 7, 2019.

    1. Manner of Sale

    Retailer shall sell the Products only as set forth herein. Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under Speck’s Product warranties or guarantees.

    (a) Authorized Customers: Retailer shall sell Products solely to End Users of the Products. An “End User” is any purchaser of the Product(s) who is the ultimate consumer of the Product and who does not intend to resell the Product(s) to any third party. Retailer shall not sell or transfer a quantity of the Products to anyone greater than that typically purchased by an End User. Retailer shall not sell or transfer any of the Products to any person or entity for resale without the prior written consent of Speck. This prohibition includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other retailers, or any other person or entity Retailer knows or has reason to know intends to resell the Products.

    (b) Geographic Location of Sales: Retailer shall not sell, ship, invoice, or promote the Products to customers outside of the United States of America without the prior written consent of Speck.

    (c) Online Sales: Retailer is authorized to market 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:

    1. Is operated by Retailer in Retailer’s legal name or registered fictitious name;
    2. Conspicuously states Retailer’s legal name or registered fictitious name, mailing address, telephone number, and email address
    3. Does not give the appearance that it is operated by Speck or any third party;
    4. Does not include in its domain name (including any top level domain or subdomain) any Speck trademark or product name nor a misspelling of any Speck trademark or product name; and
    5. Is operated in compliance with the terms and conditions set forth in the Online Sales Guidelines, attached here to as Exhibit A, as Speck may amend from time to time.

    Retailer shall not advertise or sell Products on or through any website, online marketplace(e.g., Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace), mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Speck. Speck 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 Speck and Retailer regarding the sale of the Products online.

    (d) Sales Practices and Inventory: Retailer shall conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of Speck Products or other products, 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 Speck. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products. Further, Retailer shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to,its customers.

    (e) Product Packaging and Display: 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. Tampering with, defacing, or otherwise altering any serial number, UPC code, or other identifying information on Products or their packaging is prohibited. Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Retailer shall not advertise, market, display, or demonstrate non-Speckproducts together with the Products in a manner that would create the impression that the non-Speckproducts are made by, endorsed by, or associated with Speck.Retailer shall not represent or advertise as “new” any Product that has been returned open or repackaged.

    (f) Customer Service: Retailer and Retailer’s sales personnel shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise End Users on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Retailer shall 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. Retailer and Retailer’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Speck. Retailer agrees to cooperate fully with Speck in any investigation or evaluation of such matters.

    (g) Customer Feedback: Retailer shall report to Speck any customer complaint or adverse claim regarding the Products of which it becomes aware. Retailer shall assist Speck in investigating any such complaints or adverse claims.

    (h) Cooperation: Retailer shall cooperate with Speck 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.

    2. Product Care and Quality Controls

    Retailer shall care for the Products as set forth herein:

    (a) Product Storage and Handling: Retailer shall exercise due care in storing and handling the Products and shall fully comply with any and all instructions provided by Speck regarding any aspect of the Products, including, but not limited to, storage, handling, shipping, and disposal.

    (b) Product Inspection: 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 (collectively, “Defects”). If any Defect is identified, Retailer must not offer the Product for sale, and must promptly report the Defect to Speck.

    (c) Recalls and Consumer Safety: To ensure the safety and well-being of the End Users of the Products, Retailer shall cooperate with Speck with respect to any Product recall or other consumer safety information dissemination effort. Should Retailer learn of any incident that could reflect or indicate a safety concern associated with any Product, Retailer shall promptly report the incident or other information learned to Speck.

    (d) Product Tracking: Retailer shall cooperate with Speck with respect to any Product tracking system that may be implemented from time to time.

    3. Intellectual Property

    (a) Ownership of Trademarks and Other Intellectual Property: Retailer acknowledges that the Speck trademarks, all registrations and applications of for Speck trademarks, and the goodwill associated with each of them, as well as the copyrights and patents associated with the Speck Products (“Speck IP”) are the exclusive property of Speck and/or its affiliated or parent companies, and no right, title or interest therein is transferred to Retailer by this Retailer Policy.

    (b) Use of Speck Trademarks: Speck grants to Retailer a royalty-free, non-exclusive, non-transferable, revocable, non-sublicenseable, terminable license to (i) refer to itself as a “Authorized Speck Products Retailer” and (ii) use and display Speck’s trademarks, service marks and other product identifiers (“Marks”) in the course of promoting Products; provided, that Retailer remain in strict compliance with Speck’s trademark usage guidelines as notified and amended by Speck from time to time at its sole discretion. Retailer shall conspicuously state in appropriate places on all materials using the Marks that the Marks are owned by Speck and to include the symbol ™ or ® as specified by Speck.

    (c) Trademark Registration: Nothing in this Retailer Policy shall constitute any transfer or conveyance of Speck’s right, title and interest in and to any of Speck’s Marks and copyrights,and Retailer shall take no action in respect to such Marks or copyrights with local authorities except upon request of Speck and at Speck’s expense. Retailer will exercise due diligence in the use of Speck’s Marks and copyrights and will not use the same in any manner to derogate Speck’s right to exclusive use. Retailer will, at Speck’s request and at Speck’s expense, take specific steps to obtain local protection of Speck’s trademarks and copyrights by registering same in accordance with local law at all times delineating Speck as the owner thereof. Retailer shall promptly notify Speck if it becomes aware of any unauthorized or infringing use of any Speck trademarks or copyrights in the Territory (or of any confusingly similar trademark, service mark, trade name or other intellectual property) used in connection with or otherwise associated with any or all Speck Products.

    (d) Use of Speck Names and Logos: The use of the Speck name and logo and the use of any other names and logos originating from Speck on marketing and advertising materials (sometimes referred to as POP material) shall be subject to Speck’s prior written approval. Retailer shall not use the Speck name in the name of Retailer’s organization without the written approval of Speck. In the event Retailer is currently using the Speck name, Retailer will surrender the use of and cease using the Speck name upon receipt of this Retailer Policy.

    4. Termination

    In addition to all other available remedies, if Retailer violates this Retailer Policy, Speck reserves the right, in its sole and absolute discretion, to terminate Retailer’s status as an Authorized Retailer through written or electronic notice to Retailer of such termination. Upon termination of 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 Speck Products or has any affiliation whatsoever with Speck; and (iii)using all Speck IP.

    5. Audit

    Speck reserves the right to audit and/or monitor 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 concerning the Products.

    6. Confidentiality

    This Retailer Policy, and its attachments, constitute confidential, proprietary information of Speck 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 Speck.

    7. Miscellaneous

    Speck 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 Speck IP, or use of any other information or materials provided by Speck to Retailer will be deemed Retailer’s acceptance of the amendments. If any provision of this Retailer Policy is held contrary to law, the remaining provisions shall remain valid. This Retailer Policy and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to its choice of law rules. In the event of a dispute over the terms of, or performance under, this Retailer Policy, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts for San Mateo County, California.

    EXHIBIT A: ONLINE SALES GUIDELINES

    Retailer’s approval to sell Speck 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 Speck or any third party.
    2. A Permissible Public Website may not include in its domain name (including any top-level domains or subdomains) any Speck Product name or trademark, nor a misspelling or confusingly similar variation of any Speck Product name or trademark.
    3. 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.
    4. At Speck’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.
    5. 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 Speck for review upon request. Retailer agrees to cooperate with Speck 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.
    6. By selling Products through the Permissible Public Websites, Retailer represents and warrants that the Permissible Public Websites are and will remain in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.
    7. Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such individuals’ purchases of Products, and any returns of Products.
    8. Retailer agrees not to use any third-party fulfillment service to store inventory or fulfill orders for the Products unless separately authorized by Speck in writing. Under no circumstances shall Retailer fulfill orders in any way that results in the shipped Product coming from stock other than Retailer’s.
    9. In marketing the Products on the Permissible Public Websites, Retailer shall only use images of Products either supplied by or authorized by Speck and shall keep all Product images and descriptions up to date. Retailer’s use of the Speck IP on the Permissible Public Websites shall be in conformance with any guidelines that may be provided by Speck and must be commercially reasonable as to the size, placement, and other manners of use.