DEALER PROGRAM TERMS AND CONDITIONS

These terms and conditions (the “Terms and Conditions”) govern the sale and provision of the products identified on the Taboo Social Club and on Taboo Social Club Purchase Orders. By submission of an order to purchase any products (the “Products”) made or sold by NBL Enterprises LLC, a Colorado limited liability company doing business as Taboo Social Club (the “Company”), whether through submission of a Purchase Order (whether or not executed), delivery of payment, acceptance of delivery or otherwise, each buyer (“Buyer”) agrees to be bound by these Terms and Conditions. The Company has no obligation to accept any Purchase Orders. When a Purchase Order is accepted by the Company, the Purchase Order, including all of these Terms and Conditions, shall constitute a binding contract between Buyer and the Company. These Terms and Conditions are the exclusive and controlling agreement between the Company and Buyer, and Company does not accept and hereby expressly rejects all additional and/or inconsistent terms and conditions contained in any order or other document issued by Buyer.

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1. Orders and Prices. All prices are as set forth on the Taboo Social Club  (the “Price List”) attached to these Terms and Conditions as Exhibit A, which is subject to change by the Company from time to time without notice. The prices set forth on the Price List are not subject to any discounts and do not include any applicable taxes, and all such taxes are the sole responsibility of Buyer. All payments are due and payable prior to shipment of the Products. All orders must be submitted in writing via email to admin@taboosocialclub.com. Where credit is being extended to Buyer, all amounts due and payable on a Purchase Order shall be paid in full by Buyer within thirty (30) calendar days of the shipment of the Products. Buyer will be responsible for a 1.5% finance charge per month, or the maximum rate legally permissible under applicable law, charged on a daily basis, on past due accounts and all expenses of collections, including reasonable attorneys’ fees.

2. Shipping Charges. Standard shipping charges will be paid by the Company. Requests for expedited service or other special shipping instructions must be made at time of order and are not included in the prices set forth on the Price List. A fee of $25 will be added to all drop-ship orders.

3. No Cancellations. Buyer may not cancel any order without Seller’s approval, and Seller is under no obligation to accept any cancellations and may refuse any Buyer requests for cancellation in Seller’s sole discretion. All products returned to the Company must have a Return Merchandise Authorization number (RMA) issued by the Company clearly marked on the outside of the shipping carton or the shipment will be refused. Call the Company’s Customer Service at 970-798-8580 for an RMA number and shipping instructions before returning any merchandise. Product ordered in error may be returned to the Company if a request is made within 7 days of receipt of order. All products must be in new; unused condition packed in the original packaging. Return freight must be prepaid. A 20% restocking charge will be deducted from the credit issued. Additional charges may be applied for damaged product or packaging.

4. Delivery. Any dates specified by Seller for delivery of the Merchandise are intended to be an estimate and shall be non-binding. Buyer shall bear all risk of damage or loss to the Products beginning with the delivery of the Products to the common carrier. Time for delivery shall not be of the essence. If no dates are so specified, delivery will be within a reasonable time.

5. Retail Requirements. All Products sold by Buyer shall be in same packaging in which the Product is shipped to Customer. All Products must be displayed and located in clear line of sight of all entryways used by customers, clients and patients of Buyer. Buyer may not sell any Products at a price, including any Buyer-offered sales or discounts, lower than the Minimum Advertised Price (“MAP”) set forth on the Price List.

6. Restrictions. Buyer is prohibited from exporting the Products from the USA. Buyer may not re-sell the Products to any other dealer, distributor, wholesaler, or other commercial entity. 

7. Marketing. Subject to the terms of these Terms and Conditions, the Company grants Buyer a non-exclusive right to market and solicit sales for the Products (including through the use of social media), at Buyer’s sole cost and expense. Any advertisements made by Buyer shall be subject to prior approval by the Company. All social media posts shall comply with the content policies set forth on Exhibit B attached hereto and made a part hereof (the “Content Policy”). Buyer shall make the Company’s marketing materials available in all appropriate areas in Buyer’s retail premises, offices, clinics, etc.

8. Independent Status. Buyer is not an employee, agent or servant of the Company. Nothing in these Terms and Conditions shall be construed to create a joint venture, partnership, association, or other affiliation or like relationship between the parties, it being specifically agreed that the relationship is and shall remain that of independent parties to a contractual relationship as set forth in these Terms and Conditions. Each party shall comply with and be solely responsible for his or its own compliance with all pertinent laws and regulations governing the activities performed by them.

9. Intellectual Property Ownership. 

   1. As used in these Terms and Conditions, “Work Product” shall mean any designs, drawings, advertisements, social media posts, images, memes, slogans, marketing plans, reports, sales information, information about customers and other items that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice in the course of marketing and selling the Products. Each Work Product shall be a “work made for hire” within the meaning of the copyright laws of the United States and any similar laws of any other jurisdiction. To the extent that a Work Product does not qualify as a “work made for hire” or that Buyer otherwise has rights in any Work Product notwithstanding the foregoing, Buyer hereby irrevocably assigns to the Company and agrees that the Company shall be the sole and exclusive owner of, all right, title and interest in and to the Work Product, including all patent, copyright, trade secret and other proprietary rights therein that may be secured in any place under laws now or hereafter in effect. Upon the request of the Company, Buyer shall sign and deliver any assignments or other necessary documents and otherwise assist the Company to obtain, maintain, perfect or enforce any of the Company’s rights hereunder. 

   2. As between Buyer and the Company, the Company is and will remain the sole and exclusive owner of all right, title, and interest in and to any documents, specifications, data, methodologies, software, other materials provided to Buyer by the Company, trade names, logos, symbols, and brand names (collectively, “Company Materials”), including all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively “Intellectual Property Rights”) therein. Buyer has no right or license to use, publish, reproduce, prepare derivative works based upon, distribute, perform, or display any Company Materials except solely during the term of these Terms and Conditions to the extent necessary to perform the Services. All other rights in and to the Company Materials are expressly reserved by the Company.

10. Confidentiality. All information disclosed by the Company to Buyer, including, but not limited to, technical, financial and business information shall be deemed “Confidential Information.” Buyer agrees that no further designation of any kind is necessary to qualify such information as confidential. All Confidential Information shall remain the sole property of the Company and Buyer shall have no rights to the Confidential Information. Buyer agrees not to disclose Confidential Information in any manner without the prior written consent of the Company, and agrees that it shall not use Confidential Information in any way for its own account or the account of any third party. The provisions of this Section shall survive the expiration or earlier termination of these Terms and Conditions Notwithstanding the other provisions of these Terms and Conditions, nothing shall be considered to be Confidential Information, if (i) it has been provided by the Company with the understanding that Buyer will publish it or otherwise make it available to the public in furtherance of these Terms and Conditions; (ii) it has been rightfully received by Buyer from a third party or public source without confidentiality limitations; (iii) it was known to Buyer prior to its first receipt from the Company; (iv) it has been intentionally disclosed by the Company to a third party without restriction on further disclosure; (v) it is required to be disclosed in the context of any administrative or judicial proceeding; provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given to the Company.

11. No conflict.  Buyer certifies that there are no outstanding agreements or obligations that are in conflict with the terms of these Terms and Conditions, or that would preclude Buyer from complying with the provisions hereof.

12. No Warranties. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OR GUARANTEES WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS, WHETHER STATUTORY, WRITTEN, ORAL, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL THE COMPANY HAVE ANY OBLIGATION OR LIABILITY FOR ANY EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, USE OR GOODWILL), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF THE COMPANY (INCLUDING ITS SUBCONTRACTORS AND AGENTS), IF ANY, FOR DAMAGES RELATING TO ANY PRODUCTS SOLD UNDER THESE TERMS AND CONDITIONS SHALL BE LIMITED TO THE PRICE PAID FOR SUCH PRODUCT(S).

13. Indemnification. Buyer shall defend, indemnify, and hold harmless the Company and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from: (i) bodily injury, death of any person, or damage to real or tangible, personal property resulting from Buyer’s acts or omissions; (ii) Buyer’s breach of any representation, warranty, or obligation under these Terms and Conditions; (iii) Buyer’s use of social media; and (iv) Buyer’s tax and employment obligations, including but not limited to any claims made by or on behalf of any employees, contractors or agents of Buyer.  

14. General Provisions.

    1. Governing Law and Venue.  These Terms and Conditions shall be governed under and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law provisions. Any action or proceeding by either of the parties to enforce these Terms and Conditions shall be brought only in any state or federal court located in Denver Colorado . The Parties hereby irrevocably submit to the exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the maintenance of any action or proceeding in such venue.

    2. Notice.  Any notice required or permitted under the terms of this Agreement or required by law must be in writing and sent, by any reasonable means, to the address of the recipient party set forth on the signature page of this Agreement. All such notices shall be deemed given upon mail, courier deposit or electronic transmission.

    3. Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions will nevertheless continue in full force and effect and the Agreement shall be construed in all respects as though such invalid or unenforceable provision were omitted.

    4. Amendment.  These Terms and Conditions may only be changed by written consent of both parties.

    5. Successors.  These Terms and Conditions will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that Buyer may not assign any of its rights and obligations hereunder without the prior written consent of the Company. Any attempted assignment in violation of this section will be void.

    6. Headings.  Headings used in these Terms and Conditions are solely for the convenience of the parties and shall be given no effect in the construction or interpretation of these Terms and Conditions.

    7. Waiver.  No waiver of any breach shall be valid or binding unless approved in writing by the non-breaching party. Forbearance or indulgence by the non-breaching party shall not constitute a waiver of the covenant or condition to be performed by the breaching party or of any remedy available to the non-breaching party. No waiver of any breach of these Terms and Conditions shall constitute or be deemed a waiver of any other or subsequent breach.  

    8. Injunctive Relief.  The parties agree that any breach of the parties’ obligations regarding Intellectual Property Rights or Confidential Information would result in irreparable injury for which there is no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party’s obligations regarding Intellectual Property Rights or Confidential Information, the aggrieved party will be entitled to seek equitable relief in addition to other available legal remedies in a court of competent jurisdiction.

    9. Complete Agreement.  These Terms and Conditions constitutes the complete understanding of the parties and supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other statement or promise relating to the subject matter of these Terms and Conditions which is not contained herein, shall be valid or binding.

 

Exhibit A

Pricing Ladder - Please refer to wholesale pricing menu that was emailed to you. Should you need another menu provided, please email us at info@taboosocialclub.com

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Exhibit B

Content Policy

 

• The Company may require that specific content, hashtags, trademarks or images appear in each post.

• Posts are subject to the Company’s approval; the Company has the right to require Buyer to obtain approval prior to posting, or to require Buyer to remove any posts which Company disapproves. Whether or not the Company has approved any posts, Buyer is solely responsible for the content of all posts.

• Posts must comply with the most recent Federal Trade Commission Guides Concerning the Use of Testimonials and Endorsements in Advertising (“FTC Guides”), including any updates, additions, modifications, or supplemental guidance to the FTC Guides.

• Posts may not contain any material that is abusive, obscene, pornographic, vulgar, slanderous, offensive, defamatory, knowingly false, inaccurate, threatening, harassing, abusive, illegal, or invasive of personal privacy. Sexual harassment and other forms of unlawful discriminatory harassment, such as hostility based on race, gender, sexual orientation or other classes protected by federal, state or local law are strictly forbidden.

• Posts may not be intentionally misleading, deceptive, untrue, or fraudulent.

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