DOMESTIC WHOLESALER TERMS AND CONDITIONS

Rev. 20.07.02

These Terms and Conditions may be updated by Singley Content Studios, LLC dba Hello Blue CBD (“HBCBD”) at any time without notice. Placement of an order is deemed acceptance of the Terms and Conditions posted when the order is placed.

1. DEFINITIONS

1.1 “Affiliates” means, with respect to HBCBD, any other entity directly or indirectly controlling, controlled by or under common control with HBCBD.

1.2 “Confidential Information” means all confidential and proprietary documents and information regarding financial and marketing data, projections, models, contacts, research, product plans, products, services, customers, markets, software, developments, inventions, formulas, processes, designs, drawings, engineering, and hardware configuration information, which are not otherwise included within the definition of Trade Secrets.

Confidential Information includes, but is not limited to, any nonpublic information regarding the Products, prices, and any nonpublic lists or compilations of customers, prospective customers, or business opportunities.

1.3 “Customer” means a customer or prospective customer of Wholesaler who is the ultimate end user of the Products and any of Wholesaler’s resellers. 

1.4 “Products” means products offered by HBCBD on the HBCBD Wholesale Order Form, as may be amended from time to time (collectively, “Order Forms”).

1.5 “Proprietary Information” means, collectively, the Confidential Information and the Trade Secrets.

1.6 “Territory” means the United States of America.

1.7 “Trade Secrets” means information related to the business of the disclosing party which (a) derives economic value, actual or potential, from not being generally known to, or readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts by the disclosing party to maintain its secrecy that are reasonable under the circumstances.

1.8 “Wholesaler” means the person or entity identified in this Domestic Wholesaler Agreement.

2. APPOINTMENT AS HBCBD WHOLESALER

2.1 Appointment. Subject to the terms and conditions herein, Wholesaler is appointed as an independent, non-exclusive HBCBD wholesaler to distribute the Products to Customers in the Territory, and Wholesaler accepts such appointment.  Wholesaler agrees to conduct its business as a HBCBD wholesaler in accordance with this Agreement and the policies applicable to HBCBD wholesalers as issued by HBCBD from time to time, including but not limited to the Advertising and Reprint Policies attached hereto as Appendix A and the Wholesale Return Policy attached as Appendix B. Wholesaler may review the current policies applicable to HBCBD wholesalers at www.hellobluecbd.com/wholesale under “Quick Links” and in Wholesaler’s online account under “Account Options”.

Wholesaler acknowledges that it has only a non‑exclusive right to distribute the Products in the Territory, and HBCBD may in its sole discretion sell the Products to any other person or entity, including resellers and consumers in and outside the Territory and authorize other resellers to sell the Products in competition with Wholesaler by any and all means and channels of distribution.

2.2 Independent Contractor. Wholesaler is an independent contractor, not an agent of HBCBD.  Wholesaler will purchase the Products as per the terms set forth in Section 3 and resell them to Customers.  Wholesaler has no authority to bind or contract in the name or for the account of HBCBD or its Affiliates or to create any liability against HBCBD or its Affiliates whatsoever. 

2.3 HBCBD Reserved Rights. HBCBD reserves the right, in its sole discretion, from time to time, without notice, to modify or discontinue the Products; Product specifications; the prices charged for, discounts, and payment and other terms extended with respect to the Products; and any HBCBD trademark.  HBCBD shall have the right to allocate sales, limit quantities or cancel orders of selected Products among its customers in its sole discretion, without liability to Wholesaler.  HBCBD shall have the right to publicize Wholesaler as a HBCBD Wholesaler. HBCBD shall have the right at any time to suspend its performance hereunder during the continuation of any failure by Wholesaler to comply with any of its obligations under this Agreement or HBCBD policies. 

2.4 Resellers. Wholesaler shall have the right to appoint resellers in the Territory, subject to approval by HBCBD, to distribute the Products.  Wholesaler shall require all resellers to agree in writing to be subject to substantially the same restrictions as Wholesaler relating to the distribution of the Products, specifically including Sections 3.2, 3.3.1, 3.4, and 5.  Wholesaler is responsible for making its resellers aware of and ensuring their compliance with applicable HBCBD policies.

3. PRODUCT PURCHASE, MARKETING AND DISTRIBUTION BY WHOLESALER

3.1 Purchase of the Products; Terms of Sale.

3.1.1 Wholesaler shall pay for any Products at the applicable prices set forth in the most current Order Forms.  Payment shall be due when the order for Products is placed (i.e., when the order is received by HBCBD) unless otherwise agreed by HBCBD in writing.  Wholesaler’s obligation to pay for the Products is not contingent upon receipt by Wholesaler of payment from any Customer.  HBCBD shall have the right to disapprove any proposed sale due to the identity or location of the proposed Customer (including without limitation those proposed sales to Customers who pose competitive or intellectual property protection concerns and Customers located outside the Territory or in countries where export control laws prohibit such sale).

3.1.2 All orders are subject to acceptance by HBCBD. A written or verbal acknowledgement of receipt of an order shall not, in and of itself, constitute such acceptance.  HBCBD may, in its sole discretion, without liability or penalty, make partial shipments of Products to Wholesaler. Each shipment constitutes a separate sale, and Wholesaler shall pay for the units shipped, whether the shipment is in whole or partial fulfillment of an order. Wholesaler shall have the option to accept and pay for, or reject in writing to HBCBD, delivery of any quantity that is in excess of the quantity specified, or delivery of Products that were not ordered.  Any time quoted for delivery is an estimate only; provided, however, that HBCBD shall use commercially reasonable efforts to deliver all Products on or before the requested delivery date. HBCBD is not liable for any loss or damage arising from any delay in filling any order, failure to deliver or delay in delivery.

3.1.3 Each sale of the Products by HBCBD to Wholesaler shall be governed solely by (a) this Agreement; (b) applicable HBCBD policies current at the time of sale; and (c) the prices and other terms set forth on the Order Forms, as in effect from time to time.  No acknowledgement, confirmation, or purchase order or other communication submitted by Wholesaler shall be effective to vary the terms described herein, unless the same is separately signed by an officer of HBCBD and designated as an amendment to this Agreement.

3.1.4 The prices on the Order Forms (and any other Product price lists) are net of any governmental taxes, duties, import or export fees, excise taxes, or other similar impositions now or hereafter applied on the production, sale, transportation, licensing or use of the Products, including sales and use taxes and value added taxes, all of which (other than taxes based on the net income of HBCBD) shall be borne by Wholesaler in addition to the price of the Products.

3.1.5 Unless expressly agreed to by the parties in writing, HBCBD shall select the method of shipment of and the carrier for the Products. The Products shall be shipped F.O.B. HBCBD’s facility; Wholesaler is responsible for all shipping, insurance and related charges, and all risk of damage or loss to the Products shall pass to Wholesaler upon tender by HBCBD to the common carrier.  Title to the Products remains with HBCBD and its Affiliates and shall not pass to Wholesaler until Wholesaler has paid HBCBD in full for all amounts owed with respect to the Products.

3.1.6 Wholesaler shall not distribute the Products to any person or entity who, to the knowledge of Wholesaler, is or has branch sales outlets located outside the Territory without the prior written consent of HBCBD.  If Wholesaler receives inquiries from any Customer outside or having sales outlets outside the Territory, Wholesaler shall attempt to sell the Products only to those Customers or branches within the Territory, and shall simultaneously advise HBCBD of such inquiries and the addresses of the Customer or branches outside the Territory.

3.1.7 Due to license restrictions, some Products may not be sold in certain territories and trade channels.  Therefore, some Products advertised may not be available for Wholesaler to purchase.  Other Products may be available for purchase by Wholesaler but may not be resold in certain territories, trade channels, or at all.  Upon notice of such license restrictions provided by HBCBD, Wholesaler is subject to the license restrictions on its sales of those Products to its Customers.  Wholesaler may obtain a copy of these Notices at www.hellobluecbd.com/wholesale under “Quick Links” and in Wholesaler’s online account under “Account Options”. 

3.1.8 Wholesaler is strictly prohibited from relabeling, repackaging, translating or overlaying labels and packaging of the Products, or altering, modifying, reverse engineering, or otherwise changing the Products, their labels, or packaging in any way.  Wholesaler shall distribute and sell the Products in the packaging with the labeling as received from HBCBD.  Any exceptions to this Section 3.1.8 must be in writing and signed by the authorized representative of each party.

3.2 Intellectual Property.

3.2.1 HBCBD hereby grants to Wholesaler a non‑exclusive, royalty‑free license to use the now existing or hereafter adopted or created trademarks, trade names, logos, slogans, designs and distinctive advertising of Hello Blue CBD applicable to the Products which are approved by HBCBD for use by HBCBD wholesalers (hereinafter the “Trademarks”) solely in connection with the advertisement, promotion, sale and distribution of the Products by Wholesaler, in the Territory, under this Agreement and during the term hereof.  Wholesaler shall not use the Trademarks in any manner likely to confuse, mislead or deceive the public, or to be injurious or inimical to the best interests of HBCBD and its Affiliates. 

3.2.2 Intellectual Property Representations and Disclaimers.  HBCBD has the right, power and authority to grant the license set forth herein.  HBCBD does not warrant or represent that the Trademarks have been registered with the United States Patent and Trademark Office or similar office of any other country, or that the use of the Trademarks will not infringe the trademark rights of others.  HBCBD MAKES NO OTHER REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, NOR DOES HBCBD ASSUME ANY OBLIGATIONS WITH RESPECT TO THE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY ARISING AS A RESULT OF THE ACTIVITIES OF WHOLESALER OR ITS AGENTS OR CUSTOMERS UNDER THIS AGREEMENT.

3.2.3 Notice of Infringement. Wholesaler agrees to notify HBCBD promptly of (a) any third party claim that the Trademarks are infringing in the Territory, or (b) any infringement or unauthorized use of the any of the Trademarks in the Territory of which it becomes aware. 

3.2.4 Right to Protect Trademarks. HBCBD shall have the sole right to take action deemed necessary to protect the Trademarks.  Such action may include, but is not limited to, assuming the defense of any lawsuit challenging or affecting the rights to the Trademarks, settling litigation, and/or instituting litigation to protect its rights to the Trademarks.  HBCBD may, at its option, permit Wholesaler the right to prosecute or defend actions described in this Section 3.2.4.  In the event of litigation, the prosecuting or defending party (whether HBCBD or Wholesaler) shall bear all costs, fees and expenses of legal proceedings and actions regarding infringement and shall be entitled to collect and retain all awards and damages recovered in settlement or other proceeds paid.

3.2.5 Duty to Cooperate. In any infringement lawsuit HBCBD and Wholesaler shall, at the request and expense of the litigating party, cooperate in all respects and, to the extent commercially reasonable, have their employees testify when requested and make available relevant records, papers, and information and to otherwise cooperate in a timely manner.

3.2.6 All use of the Trademarks by Wholesaler, whether or not authorized, shall inure to the benefit of HBCBD.

3.2.7 HBCBD shall have the sole right to register all Trademarks and Wholesaler shall not attempt to register any Trademarks without the prior written permission of HBCBD. Any applications or registrations Wholesaler obtains in violation hereof shall be owned by HBCBD.

3.2.8 HBCBD retains all rights in and to the Trademarks not specifically granted herein.

3.2.9 Wholesaler shall not (i) take any action that may interfere with any of HBCBD 's rights in or to the Trademarks, including HBCBD's ownership or exercise thereof; (ii) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products or any of the Trademarks; (iii) develop or use any trademarks other than the Trademarks in connection with the Products; (iv) misappropriate any of the Trademarks for use as a domain name without prior written consent from HBCBD; or (v) alter, obscure or remove any of the Trademarks or any other proprietary rights notices placed on the Products purchased under this Agreement, marketing materials or other materials that HBCBD may provide.

3.3 Wholesaler Indemnity and Insurance.

3.3.1 As an independent contractor, Wholesaler is responsible for its own risks, liabilities, and claims arising from its own business operations.  Accordingly, Wholesaler agrees to defend, indemnify and hold HBCBD and its Affiliates, and their agents, employees, officers and directors harmless from and against any and all claims, demands, liabilities, obligations, damages, costs, losses and expenses of every kind and nature whatsoever (“Claims”), including, without limitation, court costs and attorneys’ fees, arising out of (i) Wholesaler’s own activities, (ii) the negligent or willful acts or omissions of Wholesaler or its agents, employees or Customers, or (iii) the breach of this Agreement by Wholesaler, and regardless of whether such Claims may arise in contract or tort, from intentional or negligent conduct, under statute or regulation, in equity, at law or otherwise.  The obligations set forth in this Section 3.3.1 shall survive the expiration or earlier termination of this Agreement.

3.3.2 Wholesaler represents and warrants that as of the Effective Date it maintains, and at all times while it is distributing the Products (and for the period thereafter during which any claim may be asserted related to such Products) it shall continue to maintain, a General Liability Insurance Policy containing limits of at least one million dollars per occurrence and two million dollars in the annual aggregate to protect Wholesaler and HBCBD and its Affiliates from the liabilities insured against thereunder, and which contains bodily injury, personal injury, products and completed operations, and advertising injury coverage, and a contractual liability endorsement.  HBCBD and its Affiliates, and their agents, employees, officers and directors shall be named as additional insureds on the Policy.  Upon request, Wholesaler shall promptly furnish to HBCBD a certificate of insurance and renewal certificates of insurance evidencing the foregoing coverages and limits.  The insurance shall not be cancelled, reduced or otherwise changed without providing HBCBD with at least 10 days prior written notice.

3.4 Compliance. Wholesaler will comply with all applicable governmental laws, regulations and orders relating to its activities hereunder, including but not limited to the United States Dietary Supplement Health and Education Act of 1994 (DSHEA), the Federal Trade Commission Act, the Lanham Act and regulations promulgated pursuant thereto, and reporting and licensure requirements, as applicable.  Wholesaler shall not make claims that the Products are intended to diagnose, treat, cure, or prevent any disease.  Wholesaler agrees that the foregoing obligation and each of the other obligations, representations and warranties set forth in this Section 3 are material to this Agreement.

3.5 Licensed Healthcare Providers. If Wholesaler is a licensed healthcare provider, Wholesaler acknowledges that the laws and regulations applicable to health care providers frequently change and vary and from state to state, and that HBCBD gives no representation or advice about federal, state, or local laws or regulations applicable to Wholesaler’s health care practice or profession in connection with the sale of the Products or otherwise.  HBCBD encourages Wholesaler to check with its state licensing board and applicable governmental agencies regarding any and all laws related to its healthcare practice and the sale and recommendation of the Products, including whether any specific disclosures or disclaimers should be provided to patients prior to the sale of the Products.

4. PRODUCT WARRANTIES, DISCLAIMERS AND WARRANTY ADMINISTRATION

4.1 Warranties and Disclaimers.

4.1.1 HBCBD warrants that the Products will conform to their description as set forth on the order submitted by Wholesaler and accepted by HBCBD.  The foregoing warranty is made in lieu of and to the exclusion of all other warranties, express or implied, including warranties of merchantability or fitness for a particular purpose or use. 

4.1.2 With respect to its distribution of any of the Products, Wholesaler will give and make no other or different warranties or representations on behalf of HBCBD or its Affiliates as to quality, merchantability, fitness for a particular use or purpose or any other features of the Products other than the warranty given by HBCBD and its Affiliates to Wholesaler.

4.1.3 Wholesaler shall have thirty (30) days from receipt of the Products to inspect such Products for breaches of the warranty contained in Section 4.1.1 above and shall provide HBCBD with written notice of any defects within the thirty (30) day time period.  Wholesaler’s exclusive remedy for any breach of the foregoing warranty shall be for HBCBD, at its option, to replace the defective Products or refund to Wholesaler any amounts paid for such Products. HBCBD will advise Wholesaler whether to return or destroy the defective Products.

4.1.4 HBCBD and its Affiliates shall not be liable for any claims, demands or actions arising out of, based on or related to this Agreement or the use of the products or any portion thereof, or any damages (whether direct, indirect, incidental, consequential, punitive or exemplary) resulting therefrom, except as expressly set forth in this Agreement.  Wholesaler assumes all risks arising out of the use of the Products to the extent permitted under applicable law, including lost profits, lost savings, damages from physical injury to tangible property, personal injury or death.  The remedies of Wholesaler for Product defects are Wholesaler’s exclusive remedies; provided that, if the exclusive remedies shall ever be deemed to have failed of their essential purpose, then HBCBD’s and its Affiliates’ liability shall in no event exceed the amount paid by Wholesaler for the Products at issue. 

4.2 Customer Claims Procedures. HBCBD will refer Customers to Wholesaler for resolution of any claims.  HBCBD and Wholesaler agree to cooperate as reasonably requested in an investigation of any claim, and Wholesaler agrees promptly to furnish to HBCBD any information which Wholesaler may have concerning any claim.  HBCBD, in its sole discretion, shall have the option to replace or refund to Wholesaler or the Customer any amounts paid for the Product at issue.  In the event that HBCBD chooses to pay a refund to a Customer, Wholesaler agrees to refund to HBCBD the portion of the purchase price it received from the Customer.  Wholesaler shall accept from HBCBD replacement Products to correct warranty problems and shall be responsible for delivering them to the Customer.

5. PROPRIETARY INFORMATION AND OTHER INTELLECTUAL PROPERTY

5.1 On the date that title to the Products passes to Wholesaler, Wholesaler shall acquire good and clear title from HBCBD to each unit of the Products purchased hereunder.  However, Wholesaler acknowledges that any and all of the Trademarks, trade names, trade secrets, copyrights, patents and other intellectual property rights used or embodied in or in connection with the Products shall be and remain the sole property of HBCBD and its Affiliates.  Wholesaler agrees not to challenge the validity of HBCBD’s and its Affiliates’ patents, trade secrets, trademarks, copyrights, registrations or applications therefor or other proprietary rights in the Products during the term of this Agreement, any renewals or extensions thereof, and after any termination or expiration thereof.

5.2 Wholesaler shall protect the Proprietary Information of HBCBD and its Affiliates in the same manner and to the same extent as it protects similar information of its own (but must in any event use reasonable care for the protection of the Proprietary Information), and it must not use, reproduce, distribute or disclose the disclosing party’s Proprietary Information to anyone other than its employees, agents or independent contractors who have a specific need to know such information and have been informed and obligated in writing to observe the confidentiality obligations imposed by this Agreement. Wholesaler shall maintain the Confidential Information in secret during the term of this Agreement, any renewals or extensions thereof, and for a period of five (5) years after any termination or expiration of this Agreement.  Wholesaler shall maintain the Trade Secrets in secret during the term of this Agreement, any renewals or extensions thereof, and after any termination or expiration thereof, and shall continue to maintain the Trade Secrets in secret for so long as the information is considered by HBCBD to be a Trade Secret and so long as a court of law of no further appeal has not determined that the trade secret status of the information has been lost.

5.3 Wholesaler acknowledges that a breach of Wholesaler’s obligations under this Section 5 may cause irreparable damage to HBCBD and its Affiliates, which may not be compensable in monetary damages, and that HBCBD and its Affiliates shall be entitled, as a matter of right, to seek and obtain injunctive relief to prevent any such breach without the need for posting a bond.

6. QUOTA, TERM AND TERMINATION

6.1 Quota. In order to be classified as a Wholesaler, Wholesaler must purchase a minimum of two thousand dollars ($2,000.00) of Products annually, commencing on the Effective Date; otherwise, HBCBD may terminate this Agreement.

6.2 Term. The term of this Agreement shall commence on the Effective Date and may be terminated with or without cause by HBCBD or Wholesaler at any time.

6.3 Effect of Termination. Upon termination of this Agreement, all rights and licenses granted to Wholesaler under this Agreement shall immediately terminate except as expressly provided in this Section 6.3.  Further, Wholesaler shall desist from holding itself out as an authorized Wholesaler of HBCBD and shall cease all distribution of the Products and return to HBCBD all HBCBD literature; provided, however, that Wholesaler shall have the right to distribute its remaining inventory of the Products in accordance with and subject to this Agreement for a maximum of ninety (90) days after the effective date of termination, after which all Product remaining in inventory must by destroyed by Wholesaler, unless HBCBD shall at any time exercise its option by written notice to Wholesaler to repurchase Wholesaler’s remaining inventory at the price(s) paid by Wholesaler to HBCBD, in which event, HBCBD will pay any shipping fees associated with returning the Products.  The termination of this Agreement shall not, unless otherwise provided in the termination notice, terminate or be deemed to terminate any other agreement then in effect between the parties.

6.4 Liability upon Termination. Neither party hereto shall be liable to the other party for damages, losses, costs or expenses of any kind or character whatsoever arising from the termination of this Agreement, whether such damages, losses, costs or expenses arise from the loss of prospective sales or expenses incurred or investments made in connection with the establishment, development or maintenance of Wholesaler’s business, or any other reason whatsoever; provided, however, that such termination shall not affect any claim, demand, liability or right of either party arising pursuant to this Agreement prior to the termination, or arising after termination in connection with sale by Wholesaler of its remaining inventory of the Products. 

6.5 LIMITATION OF LIABILITY.  IN NO EVENT SHALL HBCBD BE LIABLE UNDER ANY THEORY TO WHOLESALER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE OR HBCBD WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

7. MISCELLANEOUS PROVISIONS

7.1 Entire Agreement; Amendments; Waiver. This Agreement, together with any Exhibits and Appendices, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior oral or written agreements.  This Agreement may not be amended or modified, nor any part waived, except by a further written agreement signed by the parties hereto.  No failure or delay on the part of HBCBD in exercising any right or remedy hereunder will operate as a waiver thereof; nor will any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or of any other right or remedy.

7.2 Assignment. Wholesaler shall not assign its rights or delegate its performance hereunder without the prior written consent of HBCBD, and any attempt to do so without such consent shall be void and of no power or effect.  HBCBD may assign this Agreement or any portion of it without the consent of Wholesaler.

7.3 Notice. All notices and communications required or permitted pursuant to this Agreement shall be in writing and shall be delivered via certified mail or nationally recognized courier service to the other party at the address shown below (or at such other address as may be specified by a notice given to the other party in accordance with this Section 7.3) and shall be effective when actually delivered to such address. 

7.4 Severability. If any one or more of the provisions in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the same shall not invalidate or otherwise affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 

7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California and of the United States of America without reference to any conflicts of law principles; the parties submit themselves to the jurisdiction of the federal and state courts located in Ventura County, CA, which shall have exclusive jurisdiction of any disputes arising hereunder, and the parties waive any objection to venue therein.   

7.6 Force Majeure. HBCBD will not be liable for delays in delivery or the failure to perform its obligations under this Agreement, if such failure is caused by the occurrence of any force majeure beyond its reasonable control, including without limitation product allocations, material shortages, labor disputes, strikes and other industrial disturbances, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, government orders, fires, floods, severe weather conditions, accidents, computer interruptions, acts of terrorism, epidemics, pandemics, quarantine restrictions, riots, insurrections or war.  HBCBD's time for delivery or performance will be extended by the period of such delay or HBCBD may, at its option, allocate production and delivery among its customers, or cancel or reduce any order or remaining part thereof, in its sole discretion without liability to Wholesaler. 

7.7 Headings. Section headings herein are for convenience only and shall in no case be considered in construing this Agreement.

7.8 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  The person signing below on behalf of Wholesaler warrants that he or she has full authority to execute this Agreement and to bind Wholesaler and that all actions on behalf of Wholesaler required to authorize execution and performance of this Agreement have been duly taken.

Appendix A

Hello Blue CBD® Advertising and Reprint Policies

Hello Blue CBD nutritional supplements are evidence-based, cutting-edge, premium- quality products.  Singley Content Studios, LLC dba Hello Blue CBD (the “Company”) is committed to maintaining the Hello Blue CBD brand value, integrity and exceptional customer satisfaction developed through trust and consistency in the industry.  The Company has established these Advertising and Reprint Policies for Hello Blue CBD products (the “Products”).

For purposes of these Policies, “Resellers” include all authorized distributors and wholesalers (“Authorized Resellers”), as well as third party customers (i.e., Authorized Resellers’ customers) that resell Hello Blue CBD products to consumers.

Revised Effective July 1, 2020:

1. Advertising Hello Blue CBD Products

• Resellers must feature Hello Blue CBD brand Products as premium-quality products by (i) maintaining up-to-date customer educational materials about the Products and (ii) for catalog and online Resellers, displaying a telephone number which customers may call to obtain Product information from knowledgeable staff.
• Ad copy must not misrepresent the brand or Products and must not be misleading (e.g., ads may not try to impersonate Hello Blue CBD).
• Online, Pay-Per-Click (“PPC”) ads for Hello Blue CBD branded terms (“Branded Terms”) may never appear above www.hellobluecbd.com ads and should always rank below #1.  A list of these Branded Terms may be accessed by logging in to your online Hello Blue CBD account.  The list is updated from time to time and Authorized Resellers should review it prior to placing new PPC advertising.  The list includes use of the Hello Blue CBD name and a few other variations, and trademarked products.
• URLs, including subdomains, must not impersonate Hello Blue CBD and must not contain any of the Hello Blue CBD Branded Terms or their misspellings. For example, sites such as “www.hello-blue-cbd.net” and “http://hellobluecbd.tumblr.com” would not be permitted.  Branded Terms may not be used as part of Social Media or directory site listings. For example, the site listing “www.facebook.com/hellobluecbd” would not be permitted.
• Advertising by Resellers on Hello Blue CBD’s Social Media pages (including comments on the Hello Blue CBD forum, blog, Facebook, Instagram, Twitter, Youtube or other similar pages), including use of Facebook tags and similar devices to drive traffic from Hello Blue CBD sites to Reseller sites, is not permitted.
• Internet ad landing pages must comply with the requirements for Use of Hello Blue CBD Content.

2. Use of Hello Blue CBD Content

• Many Resellers like to use Hello Blue CBD publications, including Web site content such as text and images, (collectively, “Content”), Hello Blue CBD trademarks (collectively “Marks”), and Hello Blue CBD logos (collectively “Logos”), in their catalogs, newsletters and mailings, Web sites and blogs to help promote the sale of the products, and in general, the Company encourages this practice because it provides well-presented, accurate information to educate customers about the Hello Blue CBD brand and products.
• Hello Blue CBD Content is protected by copyright and trademark law.  Use of Hello Blue CBD Content, Marks, and Logos must be approved by the Company in advance.  The Company reserves the right to withhold or withdraw consent to any use of Hello Blue CBD Content, Marks or Logos at any time, and upon such notice the Reseller will promptly cease and desist the unauthorized use of the Content, Marks or Logos.  If a Reseller fails to comply with this Advertising and Reprint Policy, the Reseller’s copyright and trademark licenses are automatically terminated.
• The following are requirements for all approved use of Hello Blue CBD Content:
  
  • The Content must be reproduced verbatim.
  • In print media, “Reprinted with permission of Hello Blue CBD®” must appear at the beginning or end of the Content.
  • Online, a link to the original Content on www.hellobluecbd.com must be displayed at the immediate top or bottom of the Content, and must appear above any medical references.  The language for the link should read:  “Reprinted with permission of Hello Blue CBD®.”
  • Online links within Content are not permitted, with the exception of a link to the original Content on www.hellobluecbd.com.  
  • Use of “Daily News” articles is strictly prohibited due to syndication restrictions.

3. Compliance

• Resellers must comply with these Advertising and Reprint Policies, and all applicable governmental laws, regulations and orders relating to their activities hereunder, including but not limited to the federal Dietary Supplement Health and Education Act of 1994 (DSHEA), the Federal Trade Commission Act, the Lanham Act and regulations promulgated pursuant thereto, and similar state laws and regulations, reporting and licensure requirements, and export and import controls, if applicable.  Resellers shall not make claims that the Products are intended to diagnose, treat, cure, or prevent any disease in violation of DSHEA.
• If it is determined by the Company that a Reseller has violated the terms of these Advertising and Reprint Policies, the Company may require all Resellers (not just the party which sold Products to the offending Reseller) to cease and desist all further sales to that offending Reseller. It is the responsibility of all Resellers of the Products to assist in the policing of these Advertising and Reprint Policies as to those persons to whom they, or other Resellers, sell the Products, and if a violation is discovered, to immediately contact the Company with the identity of the offending party (regardless of which Reseller may have actually sold the Product), as well as the facts and circumstances surrounding the alleged violation.
• These Advertising and Reprint Policies may be changed at any time without advance notice by the Company.   You are responsible for complying with these Advertising and Reprint Policies as contained in the online Terms and Conditions of your Wholesale Agreement with the Company and for your easy reference, posted online at Your Account.
• The Company strongly believes in these Advertising and Reprint Policies and has made them a condition of advertising our Products.  The Company reserves the right to revoke any Reseller’s authorization to sell Hello Blue CBD brand Products.  Failure to comply with these Advertising and Reprint Policies may result in price restructuring, termination of sale and shipment of Products to you for the duration of the non-compliance, termination or your right to use Hello Blue CBD copyrighted materials and trademarks, and possible termination of your contract with the Company.

4. Company Contact

If you have questions about the Hello Blue CBD Advertising and Reprint Policies, please contact:

Matt Singley
Co-Founder/Director of Advertising
Email:  wholesale.advertising@hellobluecbd.com
Phone: 888-329-4555

Appendix B

Hello Blue CBD® Wholesale Return Policy

We will accept returns from our wholesale customers and issue a credit to your account for the following reasons only:

1. Product damaged in shipping.
2. Product is defective.
3. Product returned by your customer to you in an unsellable condition, within six months of the date of purchase from us for the following reasons only. (All customer returns must be made to you and not Hello Blue CBD.)
   
   1. Customer allergic or could not take product.
   2. Doctor advised customer not to take the product.
4. Products shipped to you in error by us.
5. Products you ordered in error. You must return within 30 days of the date of purchase.
6. To allow you to try various products from our line, we allow you 45 days from the date of purchase to return any product that you had not previously ordered, for a full refund.
7. For all returns, you must include a letter with the name of the product, number of bottles returned, lot number from package or invoice, and reason for the return. Without all of this information, credit will not be issued. A copy of your invoice from us would also be helpful for proper credit.
8. We will not accept returns for the following reasons:

8. 1. Products you ordered and then decided you did not want, with the exception of item #6 above.
   2. Products that are not selling or are out-of-date.
   3. Products returned by your customer more than six months from date of your purchase from us.

Products returned to Hello Blue CBD by your customer. See item #3 above for credit procedures.