Background

  1. Seller is engaged in the business of selling products derived from industrial hemp.
  2. Seller desires to sell its products to Customer, and Customer desires to purchase products

    from Seller, under the terms and conditions as set forth in this Agreement.

Accordingly, the parties agree as follows:

1. DEFINITIONS . As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 “Products” shall mean finished hemp oil products that are marketed, distributed and/or sold by Seller, whether under Seller’s name and trademark, under other names and trademarks owned by Seller or under certain private labels and trademarks owned by Seller.

1.2 “Customer’s Customers” shall mean those customers solicited by Customer and to whom Customer sells or offers to sell products manufactured with or which incorporate Products sold to Customer pursuant to this Agreement.

2. PURCHASE AND SALE. Upon the terms and subject to the conditions contained herein, Customer may purchase such Products from Seller pursuant to purchase orders delivered by Customer to Seller from time to time (“Purchase Orders”). The parties acknowledge and agree that this Agreement constitutes an offer by Seller to Customer which expressly limits Customer’s acceptance to the terms and conditions of this Agreement, and is conditioned on Customer’s execution of this Agreement and Seller’s acceptance of Customer’s Purchase Orders.

3. PRICES, PAYMENT AND DELIVERY .
3.1 Prices . Product prices and minimum order quantities of Products shall be determined

by Seller in its sole discretion. Seller’s Wholesale Pricing Summary is attached hereto as

Exhibit A .

3.2 Purchase Orders . Purchase Orders received fewer than fifteen (15) business days prior to the requested delivery date shall be filled at Seller’s discretion and subject to express shipping charges (to be paid by Customer). All orders are processed subject to availability. Unless expressly agreed in writing by the parties, the terms and conditions of this Agreement shall apply to any Purchase Order, and shall be deemed incorporated into and a part of any Purchase Order. Seller shall have no obligation under any Purchase Order until Customer is notified of Seller’s acceptance of such Purchase Order. Any pre-printed or written terms or conditions on the face or reverse side of Customer’s Purchase Orders which include different or additional terms are of no force or effect and not part of this Agreement. Any changes to a previously accepted Purchase Order, unless requested or required by Seller, as of the date changed, will be treated as a new Purchase Order.

3.3 Paymen t . Customer shall make full payment in good funds for Products ordered at the time of submission of the Purchase Order based on the applicable price at the time of such submission. Seller may withhold fulfillment of Customer’s Purchase Orders until payments are received in full.

3.4 Delivery . Seller shall deliver Products to Customer in person or shall mail Products to Customer via USPS, UPS, or FedEx.

4. SHIPPING . Customer shall be responsible for all shipping and handling expenses for orders, including (if applicable), customs clearance, import/export fees, freight risks, risks of loss, and insurance. Customer may be required to act as the importer of record for international shipments. Customer shall be responsible for any damage to Products occurring after the Products leave Seller’s premises/facilities, including, but not limited to, damages caused by or arising out of negligence, theft, or mishandling.

5. RETURNS . Within ten (10) days of Customer’s receipt of the Products, Customer may return (i) Products that do not conform to Seller’s product specifications or (ii), Products which are defective, provided that notice of condition is given within five (5) days of receiving the Products. The failure to comply with the foregoing time requirements shall be deemed a waiver of Customer’s claim for incorrect or defective shipments. In the event of the existence of one or more material defects in any Product upon delivery to Customer, Seller shall, at its sole option and cost, either (a) take such measures as are required to cure the defect(s) designated in the notice, or (b) replace such defective Product(s). Seller may, at its sole option, require the return or destruction of the defective Products. Customer shall afford to Seller the opportunity to verify that such defects existed prior to shipment and were not, for purposes of example and not limitation, the result of improper transport, handling, storage, product rotation or misuse by Customer.

6. TRADEMARKS . Customer may use in connection with efforts to sell its products – which products contain the Products – those trade names, trademarks and trademark designs of Seller as are used to identify Products (collectively referred to herein as the “Tradenames” and the “Marks”, respectively). The form and manner of any such use shall in each instance be subject to the prior written consent of Seller, which may be withheld or conditioned in its sole discretion.

Without limiting the generality of the foregoing, Customer shall not use the Tradenames or Marks as part of Customer’s trade or business name or in any other way which Seller considers misleading or objectionable in its sole discretion. Customer acknowledges that Seller is the owner of the Tradenames and Marks, and that Customer’s limited license to use them on a non-exclusive and revocable basis is derived solely from the Sales Agreement and is limited to the conduct of business by Customer in compliance with the Sales Agreement. Nothing contained herein shall operate to deprive Seller of its full right, title and interest in and to the Tradenames and Marks or be construed as a limitation upon the right of Seller or its related companies to use or license the Tradenames and Marks, to use or license the Tradenames and Marks on products other than the Products or to revoke Customer’s non-exclusive license to use the Tradenames and Marks at Seller’s sole discretion.

7. RELATIONSHIP OF THE PARTIES.

7.1 Customer and Seller are buyer and seller and not partners, joint venturers, agents or employees of one another. Neither Customer nor any of its employees, agents, representatives or any other person or entity under Customer’s direction and control (“Customer Representatives”) is authorized to assume or create any obligation or responsibility on behalf of or in the name of Seller, including, but not limited to, obligations based on warranties or guarantees. Neither Customer nor any Customer Representative shall misrepresent its status or authority.

7.2 Seller shall have no liability for any sales, excise, gross receipts, income, property or other taxes, whether levied upon Customer or its assets or upon Seller, in connection with the business conducted or sales made by Customer.

7.3 Customer acknowledges and agrees (a) that it has not and will not pay any fee to Seller in connection with the Sales Agreement, or in connection with any prior agreement, and that no franchise or fiduciary relationship exists between the parties, (b) that it shall have no right, express or implied, to act on behalf of Seller or to use the Tradenames or Marks for any purpose except as specifically provided herein, and (c) Customer has not been required by Seller to make any investment to purchase Products.

7.4 Customer agrees to use its reasonable commercial efforts to enhance the goodwill which Seller has created in the Tradenames, Marks and Products by selling and delivering products in compliance with all of the terms and conditions of the Agreement and these Terms and Conditions and in a manner which will further enhance the goodwill of, and customer demand for, Products.

8. COMPLIANCE WITH LAWS AND GOOD BUSINESS PRACTICES.

8.1 Customer shall obtain Seller’s express written approval of all advertising and promotion materials used by Customer bearing the Tradenames and Marks. All advertising and promotion materials used by Customer must comply with Seller’s standards and specifications, and other reasonable requirements to protect the value, goodwill and integrity of the Tradenames and Marks. All such materials must be factually accurate, conform to applicable laws and regulations and shall conform to the highest standards of ethical advertising. In all dealings with its customers and the public in which the Seller’s Tradenames or Marks are used, Customer shall adhere to the highest standards of honesty, integrity, fair dealing and ethical conduct. Customer

agrees to refrain from any business or advertising practice which may be injurious to the business of Seller and the goodwill associated with the Tradenames, Marks or Products. Customer acknowledges and agrees that the Tradenames and Marks are unique in nature, and that there can be no adequate remedy at law for any breach of Customer’s obligations under this Agreement. As such, Customer acknowledges and agrees that Seller will be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement by Customer. Such remedy shall not be deemed to be exclusive remedies for a breach of this Agreement by Customer, but shall be in addition to all other remedies available at law or equity.

8.2 Customer, its agents, representatives, employees, distributors and/or sales representatives shall not alter the advertisements of the Products to include any misrepresentation or omission in the advertising that is likely to mislead consumers, or make any misrepresentations whatsoever regarding the Products. Seller shall have no liability for any representations or warranties made by Customer, its agents, representatives, employees, distributors and sales representatives, including, without limitation, representations or warranties made in advertising, brochures or any other materials concerning the Products.

8.3 Customer shall notify Seller in writing within five (5) days of the commencement of any legal action, suit or proceeding, or of the issuance of any correspondence, order, writ, injunction, award or decree of any court, agency or other governmental instrumentality, which provides notice of any violation or potential violation by Customer of any law, ordinance or regulation relating to health, safety or sanitation including, but not limited to, the federal Food, Drug, and Cosmetic Act or related federal regulations or similar state or foreign laws.

8.4 Customer shall not sell the Products to any other retail establishment.
8.5 Customer shall research the laws of any applicable jurisdiction prior to shipping any

products to such jurisdiction, and shall comply with such laws.

8.6 Customer shall market and promote the Products as nutritional support only (i.e., as a dietary supplement, not a drug). Customer shall, therefore, comply with all applicable federal, state and local laws, and shall not make any health or medical claims whatsoever regarding the Products .

9. EXCLUSIVITY . Customer shall sell only industrial hemp-derived products manufactured exclusively by Seller, unless the product desired to be sold by Customer is unavailable from Seller. If Seller discontinues manufacture of a certain product or does not otherwise offer a certain product for resale, Customer may sell a product manufactured by a company other than Seller.

10. INDEMNIFICATION . Customer agrees to indemnify, defend and hold harmless Seller, each of its affiliated entities, and each of its respective directors, officers, employees, associates, agents, representatives and shareholders, and each of its successors (“Seller Indemnified Parties”) from and against any and all claims, suits, proceedings, actions, liabilities, losses, damages, costs and expenses (including, without limitation, investigation costs, court costs, litigation expenses, out-of-pocket costs and reasonable attorneys’ fees), arising directly or indirectly from, as a result of, or in connection with (a) the distribution, sale, advertisement, storage or transportation by

Customer or any Customer Representative of Products or products manufactured using Products; (b) any negligent acts or omissions of Customer or any Customer Representative in connection with the performance of, or the failure to perform, any obligations under the Sales Agreement; (c) any representations or statements about Products made by Customer or any Customer Representative which were not specifically authorized by Seller; or (d) any failure to comply with any applicable law or regulation including, but not limited to, obtaining any appropriate government approvals, registrations or licenses. Customer shall, at the request of Seller, assume the defense of Seller of any third-party claim for which Customer is responsible under this section. The parties shall cooperate in good faith in the defense and settlement of any such action. Customer agrees that it shall not ship the Products to any jurisdiction where the sale or possession of the Products is prohibited, and shall research the laws of any applicable jurisdiction prior to shipping any products to such jurisdiction .

11. CONFIDENTIAL INFORMATION. Customer agrees to treat as confidential and proprietary information, and to take all necessary precautions to protect the confidentiality and secrecy of, all price information, operational methods, customer data and other information and data from time to time furnished by Seller to Customer in connection with the Sales Agreement (“Confidential Information”). Customer acknowledges and agrees that Seller would be irreparably harmed by any violation or threatened violation of this section and, therefore, Seller shall be entitled to an injunction prohibiting Customer from such violation or threatened violation. The provisions of this section shall survive the expiration or termination of the Sales Agreement for any reason whatsoever.

12. LIMITED WARRANTY . By executing this Agreement, Seller provides Customer with the Limited Warranty on the Products attached as Exhibit B . THE LIMITED WARRANTY PROVIDED IN EXHIBIT B IS THE SOLE AND EXCLUSIVE WARRANTY PROVIDED BY SELLER WITH RESPECT TO THE PRODUCTS. EXCEPT AS EXPRESSLY SET FORTH IN EXHIBIT B, SELLER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED BY SELLER.

13. LIMITATION OF LIABILITY. SELLER SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, BUSINESS INTERRUPTION OR DELAY LOSSES, LOSS OF USE OF THE PRODUCTS, COMMERCIAL LOSSES, INCONVENIENCE, OR LOSS OF ANTICIPATORY PROFITS RESULTING FROM THE USE OF THE PRODUCTS OR DELAY IN THEIR DELIVERY, EVEN IF SELLER IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. IN NO EVENT SHALL SELLER’S LIABILITY (WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, TORT OR OTHERWISE) TO CUSTOMER ARISING OUT OF OR RELATED TO ANY PRODUCT(S) EXCEED THE PURCHASE PRICE FOR SUCH PRODUCT(S) AND CUSTOMER EXPRESSLY WAIVES THE RIGHT TO CLAIM ANY SUCH DAMAGES IN ANY LITIGATION, COLLECTIONS ACTION OR LEGAL PROCEEDINGS.

14. FORCE MAJEURE . Seller shall not be liable for any failure to perform its obligations under

the Sales Agreement due to events beyond its reasonable control, including, but not limited to, labor strikes or lockouts, riots, wars, power failures, boycott, embargo, governmental controls or regulations, government action or inaction, processing problems, shortages of raw materials, fires, weather or acts of nature. Seller shall use commercially reasonable efforts to remedy any resulting disruption in its operations as quickly as possible.

15. TERM/TERMINATION.

15.1 Term. The initial term of this Agreement shall be for one (1) year from the Effective Date hereof. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms unless one party provides written notice to the other party at least sixty (60) days in advance of the end of the then-existing term that it does not wish to renew the term of this Agreement.

15.2 Termination for Cause . Either party may terminate this Agreement, for cause, at any time immediately upon written notice to the other party. “Cause” shall mean a material breach of one or more of the provisions of this Agreement, or a violation of state or local law or conduct that gives rise to a reasonable fear of legal liability.

15.3 Termination for Convenience. Either party may terminate this Agreement for any reason, or for no reason, upon 120 days written notice to the other party.

15.4 Payments After Termination. If either party terminates this Agreement for cause or for convenience prior to the expiration of the term of this Agreement, Reseller shall submit payment in full for all orders placed to the Company prior to the date of termination, and Company shall honor orders placed by Reseller prior to the date of termination.

15.5 Effect of Termination . Upon a termination of this Agreement, (i) both parties will fully cooperate in all phases of the termination, including without limitation disposing of any packaging and other materials containing the Seller’s Trademarks; and (ii) each party will return to the other party all copies of Confidential Information disclosed or provided to that party in written or other tangible form. After termination neither party may retain or use the Confidential Information or the party’s trademarks, in any fashion or form. Neither party will have any liability to the other party for loss, cost or damage directly or indirectly resulting from any rightful termination, including but not limited to any loss of future profits, or any expenses incurred or claimed to have been incurred by the other party in reliance upon the continued effectiveness of this Agreement, provided, however, that the foregoing will not affect any indebtedness then due and owing between the parties or any other rights or remedies of the parties relating to the performance, nonperformance or other actions in violation of this Agreement.

16. MISCELLANEOUS.

16.1 Severability . In case any one or more of the provisions of the Sales Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, any other provision in the Sales Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Such invalid, illegal or unenforceable provisions shall

be given effect to the maximum extent permitted by law.

16.2 Entire Agreement . The Sales Agreement, including these Terms and Conditions, constitutes the entire agreement between the parties and includes all promises and representations, whether expressed or implied, made by Seller, Customer or any other individuals or entities on behalf of either party. No stipulation, agreement or understanding of the parties shall be valid or enforceable unless referenced or contained in the Sales Agreement, or in a written amendment to the Sales Agreement signed by authorized representatives of both parties. The Sales Agreement supersedes and replaces any prior agreements, written or oral, and any previous custom or course of dealing, performance or conduct of or between the parties regarding the subject matter contained herein. Without limiting the generality of the foregoing, no additional or different terms set forth in Customer’s Purchase Orders, acknowledgements or other forms or correspondence, regardless of whether signed by a representative of Seller, shall amend, modify or supersede any provision of the Sales Agreement.

16.3 No Waiver; Remedies Cumulative . No delay or omission by either party hereto in exercising any right or power hereunder will impair such right or power or be construed to be a waiver thereof. A waiver by either party hereto of any of the covenants to be performed by the other or any breach thereof will not be construed to be a waiver of any succeeding breach thereof or of any other covenant herein contained. Except as otherwise specifically provided in the Sales Agreement, all remedies provided for in the Sales Agreement will be cumulative and in addition to and not in lieu of any other rights or remedies available to either party hereunder, at law, in equity or otherwise.

16.4 Applicable Law . This Agreement and any matters hereunder shall be governed by and construed in accordance with the internal laws of the State of Colorado , excluding its conflict of law rules. The parties hereto hereby consent to the exclusive jurisdiction and venue of the state and federal courts of Denver County, Colorado , with respect to the resolution of any suit, action or proceeding hereunder.

16.5 No Representations . No representation, promise, inducement or statement of intention other than those set forth in the Sales Agreement has been made by Seller or Customer and neither party shall be bound by or liable for any other alleged representation, promise, inducement or statement of intention.

16.6 Notices . Any notices required or permitted by this Agreement shall be deemed given if sent by electronic mail, certified mail, postage prepaid, return receipt requested or by recognized overnight delivery service: If to Seller: Ion Labs, LLC, d/b/a Maku Wellness. , at [ ADDRESS] and [EMAIL ADDRESS ]; If to Customer:

__________________________________ __________________________________
[Mailing Address] ___________________________________________________________________

[Email Address]

16.7 Counterparts; Facsimile Signatures . The Sales Agreement may be executed in one or more counterparts for the convenience of the parties hereto, all of which together will constitute one and the same instrument. A facsimile signature shall have the same force and effect as an original signature.

16.8 Headings; Construction . The headings contained herein and in the Sales Agreement are for convenience of reference only and shall not be deemed to limit or affect the subject matter contained herein. These Terms and Conditions and the Sales Agreement shall not be construed in favor or against any party on account of its participation in such preparation. The singular form shall include the plural, and vice versa, when the context so requires.

16.9 Dispute Resolution . Any controversy or claim arising out of or relating to the Sales Agreement shall be settled by binding arbitration by one arbitrator. The arbitration proceedings will be conducted in Denver County, Colorado , and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. The arbitrator shall award to the prevailing party, if any, all of its reasonable costs and expenses of the arbitration including attorneys’ fees. The award shall be in writing, shall be signed by the arbitrator, and shall include a statement regarding the reasons for the disposition of any claim. Except as may be required by law, neither party nor the arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

16.10 Interpretation . The Sales Agreement shall not be interpreted against a party by virtue of such party’s participation in the drafting of the Sales Agreement or any provisions herein.

16.11. Exhibits. All exhibits and schedules attached to this Agreement are incorporated herein.