ONLINE SELLER POLICY

CIWOtech™, A DIVISION of OP/TECH USA LLC

AUTHORIZED ONLINE SELLER POLICY

EFFECTIVE JANUARY 1, 2023

OVERVIEW

CIWOtech™ is committed to working with customers to facilitate the sale of CIWO's products through ecommerce channels. CIWOtech™ maintains an eCommerce Authorized Reseller Policy to protect CIWO’s brand and intellectual property, as well as authorized channel partners. This policy is also in place to protect end customers, ensuring they receive accurate product information, pricing and customer service that meets CIWO’s standards. Finally, the policy works to ensure fair competition among resellers as well as supporting those who have invested in stocking and marketing CIWO’s products and abide by CIWO’s policies and programs. CIWOtech™ will interpret and enforce this policy at its sole discretion. In order to be considered an eCommerce Authorized Reseller (“Reseller”), you must meet the requirements below.

SELL ON APPROVED WEBSITES ONLY

Unless otherwise explicitly authorized in writing by the President subsequent to the effective date of this policy, Resellers may only take orders via websites owned and operated by their own company. Selling on third party marketplaces (e.g., Amazon, eBay, Walmart, etc.), drop- ship accounts (e.g., Buy.com, Jet.com, Newegg, etc.) or classified sites (e.g., Craigslist, Facebook Marketplace, etc.) is strictly prohibited.

MAINTAIN ACCURATE BRAND AND PRODUCT INFORMATION

· Maintain proper use of all CIWO’s trademarks

· Sell product only in original packaging

· Do not duplicate, or develop different, UPCs to differentiate a product

SELL ONLY TO END USERS

· Only distributors purchasing products directly from CIWOtech™ are authorized to resell products to Resellers in accordance with this policy.

· Resellers should not sell CIWO’s products to other eCommerce resellers. CIWOtech™ recognizes that sales to eCommerce resellers may inadvertently occur from time to time. Therefore, in the event you inadvertently transact with other ecommerce resellers, you must disclose the details of those transactions (e.g., when and to whom such products were sold) so that CIWOtech™ may enforce this policy.

· Sellers transacting CIWOtech™products through eCommerce that did not procure product from CIWOtech™, or an authorized distributor of CIWOtech™ directly, are not authorized to sell CIWO’s products online or use CIWO’s trademarks, copyrights, images or product information. CIWOtech™ reserves the right to take enforcement action against the seller and supplier of the product in accordance with this policy.

UNAUTHORIZED EXPORTS OR MARKETING IN OTHER COUNTRIES

You shall cooperate with CIWOtech™ in preventing unauthorized exportation of the products. You shall not advertise for sale or ship products outside of the U.S. or sell products to any third party that advertises for sale or ships the products outside of the U.S., in each case without the prior written consent of CIWOtech™.

CUSTOMER CONFUSION

You may not advertise, market, promote, display, demonstrate, bundle or sell non-CIWOtech™ products in a manner that would create the impression that the non-CIWOtech™ products are made by, endorsed by, work with or are associated with CIWOtech™ products. You must ensure that the CIWOtech™ products never are misbranded or represented as another brand.

DISCLOSE ALL SELLER NAMES & PROPERTIES

Maintain accurate and up-to-date company information and disclose all retail locations, web properties, temporary storefronts and seller names across all channels directly to CIWOtech™. Any seller transacting through eCommerce must report all websites and seller names advertising or transacting CIWO’s products to: info@optechusa.com

CIWOtech™ MINIMUM ADVERTISED PRICING POLICY

All Resellers acknowledge they’ve received CIWO’s MAP policy from an authorized CIWOtech™ distributor or CIWO’s company. If MAP policy is violated, Reseller status will be revoked immediately.

ENFORCEMENT

Resellers that fail to comply with any term in this policy will be subject to enforcement actions at Neotech’s discretion including but not limited to:

· Loss of authorization to sell CIWO’s products online

· Reseller will be given a reasonable amount of time to sell through inventory on hand if loss of authorization occurs

· Suspension of shipments

· Permanent termination of Resellers account with CIWOtech™

· Resellers may not circumvent any term of this policy through any means. CIWOtech™ will interpret any violations of this policy in its sole discretion. No failure or delay of enforcing this policy shall be deemed a waiver of right. CIWOtech™ reserves the right to modify this policy at any time

eCOMMERCE AUTHORIZED RESELLER BENEFITS

Resellers that abide by all facets of this policy will be deemed authorized to sell CIWO’s products in ecommerce, provided they maintain constant adherence to the policy. Resellers understand they do not have any proprietary rights to CIWO’s trademarks or other intellectual property but are authorized to use CIWO’s trademarks, copyrights, images and product information for the sole purpose of reselling CIWOtech™ products.