Wholesale Terms and Conditions (Exhibit A)

• Non-Exclusive. SLIDEBELTS INC. a Delaware Corporation (“Supplier”) agrees to sell Buyer (“Buyer”) SlideBelts Products (“Products”) in accordance with the terms and conditions of this Agreement. Supplier may in its sole discretion sell the Products to any other Person, including Buyers, retailers, and end users. 
   
• Right to Resell Competitive Products. This Agreement does not preclude either Party from entering into an agreement (a "Competitive Transaction") with any other Person related to the sale, resale, or distribution of other goods or products, including those that are similar to or competitive with the Products; provided, however, if the Buyer enters into a Competitive Transaction, Buyer cannot sell or list Products that infringe on Suppliers patents in any way. 
   
• No Franchise or Business Opportunity Agreement. The Parties to this Agreement are independent contractors and nothing in this Agreement shall be deemed or constructed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between Supplier and Buyer 
   
• Storefront Retail Sales Only.  Buyer does not have the right to sell the Products via any online sales channels (e.g., Amazon, eBay, Shopify, Alibaba) without prior written approval from the Supplier. The Supplier will be the only online sales channel. 

• Price. Buyer shall purchase the Products from Supplier at the prices set out in Supplier's Buyer price list in effect when the Supplier accepts the related Purchase Order. 
• Late Payments. Except for invoiced payments that Buyer has successfully disputed, Buyer shall pay interest on all late payments, calculated daily and compounded monthly, at the lesser of the rate of 2.5% per month or the highest rate permissible under applicable Law. Buyer shall also reimburse Supplier for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees.
• Payment. Supplier shall invoice Buyer within five days after the Purchase Order is placed by Buyer. Unless expressly agreed to by the Parties in writing the Buyer shall pay the amount set forth on such invoice. Orders will only ship once payment is received or Unless expressly agreed to by the Parties in writing.  
• Availability/Changes in Products. Supplier may, in its sole discretion:  remove Products without Notice to Buyer; and add to the Products without Notice to Buyer; and Supplier agrees to use best efforts to notify Buyer of any price increases and discontinued items. 

• Shipment. Unless expressly agreed to by the Parties in writing, Supplier shall select the method of shipment of and the carrier for the Products. Supplier may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment constitutes a separate sale, and Buyer shall pay for the units shipped, whether the shipment is in whole or partial fulfillment of a Purchase Order.  
   
• Term. Supplier reserves the right to cancel this Agreement, and any of its obligations hereunder, without notice, with or without cause. 

• Ownership. The Buyer recognizes that the Products are patent protected by the Supplier. Buyer acknowledges and agrees that:  
• any and all Supplier's Intellectual Property Rights are the sole and exclusive property of Supplier or its licensors; Buyer shall not acquire any ownership interest in any of Supplier's Intellectual Property Rights under this Agreement; any goodwill derived from the use by Buyer of Supplier's Intellectual Property Rights inures to the benefit of Supplier or its licensors, as the case may be; if Buyer acquires any Intellectual Property Rights in or relating to any product (including any Product) purchased under this Agreement (including any rights in any Trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to Supplier or its licensors, as the case may be, without further action by either Party; and Buyer shall use Supplier's Intellectual Property Rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of Supplier. 
   
• Prohibited Acts. Buyer shall not: take any action that may interfere with any of Supplier's rights in or to Supplier's Intellectual Property Rights, including Supplier's ownership or exercise thereof; if the Buyer enters into a Competitive Transaction, Buyer cannot sell or list Products that infringe on Suppliers patents in any way. alter, obscure, or remove any of Supplier's Trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under this Agreement (including Products), marketing materials, or other materials that Supplier may provide.  
• Confidentiality. Each of the parties hereto agrees to keep confidential all information including, without limitation, the terms of this Agreement, terms of the MAP policy, business and financial information, product designs, customer and vendor lists; pricing and sales information concerning Supplier or Buyer. 

• Buyer's Representations and Warranties. Buyer represents and warrants to Supplier that: 
• it is duly organized, validly existing and in good standing in the jurisdiction; it is duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; it has the full right, power and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; the execution of this Agreement by its Representative whose signature is set out at the end hereof has been duly authorized by all necessary action of Buyer; and when executed and delivered by each of Supplier and Buyer, this Agreement will constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. The Buyer assumes all responsibility for all sales of products (notably the Survival Belt) to be in accordance with local, state, and federal laws and regulations.  

• Buyer Performance Obligations. Buyer shall, in good faith and at its own expense: resell the Products to with good business practice, in each case using its commercially reasonable efforts to maximize the sales volume of the Products; only resell or offer to resell the Products that Buyer currently has in inventory or that have been ordered from Supplier and which order has been accepted by Supplier as available for delivery to Buyer, unless Buyer has received prior written authorization from Supplier; promptly Notify Supplier of and address and investigate any complaint or adverse claim about any Product or its use of which Buyer becomes aware; and  upon request by Supplier, provide Supplier with a current and accurate list of all of its retail selling locations or outlets. Additionally, Buyer acknowledges and agrees that Supplier’s products are subject to the U.S. Export Administration Laws and Regulations. Buyer agrees that none of the purchased product, is being or will be acquired for, shipped, transferred, or re-exported, directly or indirectly, outside the United States, unless specifically authorized by Supplier. 
• Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor Buyer Personnel shall: 
• make any representations, warranties, guarantees, indemnities, similar claims, or other commitments on behalf of Supplier; engage in any unfair, competitive, misleading, or deceptive practices respecting Supplier, Supplier's Trademarks or the Products, including any product disparagement or "bait-and-switch" practices; sell, either directly or indirectly, or assign or transfer, any Products to any Person when Buyer knows or has reason to suspect that the Person may resell any or all of the Products to a third party, including any third party Buyer or distributor.  
• Marketing.  The Buyer agrees to not compete with Supplier’s SEO paid search terms for Google Ads, Microsoft Ads, and any other ad platforms. Cannot include paid terms that Broad Match any of the following: "belt", "belts", "ratchet", "SlideBelts", "slidebelt", "slide", "adjustable belt", "click", "survival belt" "click belt", "mens belt”.  The Buyer can only advertise the product on paid media with prior written approval from the Supplier. 

• Returns. Supplier agrees to stand behind all merchandise and replace if necessary. Buyer shall return for full credit, defective product that is returned by consumers. Supplier agrees to accept all returns of defective product that is returned by consumers, issuing refund, credit, or product exchange. A package which has been damaged in transit must be refused at the time of delivery in order for Supplier to assume responsibility.  
   
• No Changes. Except as explicitly authorized in this Agreement or in a separate written agreement with Supplier, Buyer shall not service, repair, modify, alter, replace, reverse engineer, or otherwise change the Products it sells to end users. 
   
• No Warranty. No warranty is extended to Buyer under this Agreement. THIS SECTION SETS FORTH BUYER'S SOLE REMEDY AND SUPPLIER'S ENTIRE LIABILITY FOR ANY BREACH OF ANY WARRANTY RELATING TO THE PRODUCTS.  
   
• Warranties Disclaimer; Non-reliance. NEITHER SUPPLIER NOR ANY PERSON ON SUPPLIER'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; OR (ii) FITNESS FOR A PARTICULAR PURPOSE; OR (iii) TITLE; OR (iv) NON-INFRINGEMENT; OR (v) PERFORMANCE OF PRODUCTS TO STANDARDS SPECIFIC TO THE COUNTRY OF IMPORT, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND BUYER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY SUPPLIER, OR ANY OTHER PERSON ON SUPPLIER'S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED HEREIN. 
   
• - INDEMNIFICATION  
   
• Buyer General Indemnification. Subject to the terms and conditions of this Agreement, Buyer (as “Indemnifying Party") shall indemnify, hold harmless, and defend Supplier and its parent, officers, directors, partners, members, shareholders, employees, agents, successors and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by Indemnified Party (collectively, "Losses"), arising out of or relating to any Claim of a third party. 

• No Liability for Consequential or Indirect Damages. EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR INDEMNIFICATION, LIABILITY FOR BREACH OF CONFIDENTIALITY, OR LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT IS EITHER PARTY OR ITS REPRESENTATIVES LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF: (A) WHETHER THE DAMAGES WERE FORESEEABLE; (B) WHETHER OR NOT THE BREACHING PARTY WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 
   
• Maximum Liability for Damages. IN NO EVENT SHALL SUPPLIERS AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SUPPLIER UNDER THIS AGREEMENT.  

• Further Assurances. On a Party's reasonable request, the other Party shall, at its sole cost and expense, execute and deliver all such further documents and instruments, and take all such further acts, reasonably necessary to give full effect to this Agreement. 
   
• Entire Agreement.  This Agreement, including and together with related exhibits, schedules, attachments, and appendices, together with the Purchase Order Transaction Terms, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter. 
   
• Survival; Limitation of Actions. Subject to the limitations and other provisions of this Agreement: the representations and warranties of the Parties contained herein and related exceptions, limitations, or qualifiers survive the expiration or earlier termination of this Agreement for a period of 12 months after the expiration or termination 
   
• Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, "Notice" and with the correlative meaning, "Notify") must be in writing and addressed to the other Party at its address set out below (or if to the Buyer then to the address specified in the Wholesale Agreement). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Notwithstanding the foregoing, Notice given by facsimile or email (with confirmation of transmission) satisfies the requirements of this Section. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section. 

• Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 
   
• Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 
   
• Amendment and Modification. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized Representative of each Party. 
   
• Waiver.  No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement and signed by an authorized representative of the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or any act, omission, or course of dealing between the Parties. 
   
• Assignment. Buyer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Supplier. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. Supplier may assign any of its rights or delegate any of its obligations to any Affiliate or to any Person acquiring all or substantially all of Supplier's assets without the consent of Buyer. 
   
• Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.  
• Choice of Law.  The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of the State of California applicable to contracts made and to be wholly performed within such state, without giving effect to any conflict of laws provisions thereof.  The Federal and state courts located in the State of California  shall have sole and exclusive jurisdiction over any disputes arising under, or in any way connected with or related to,  the terms of this Agreement and Receiving Party: (i) consents to personal jurisdiction therein; and (ii) waives the right to raise forum non conveniens or any similar objection. 
   
• Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached hereto and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in a state or federal court located in Sacramento County in the State of California. Each Party agrees that a final judgment in any action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. 
   
• Dispute Resolution. In the event of dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, "Dispute"), the Party seeking to settle the Dispute shall deliver Notice per the Notice section of this Agreement. The Parties shall negotiate in good faith to resolve the Dispute. If the Parties are unable to resolve any Dispute within 45 Business Days after the applicable Dispute Notice's delivery, either Party may file suit in a court of competent jurisdiction in accordance with this Agreement. 
   
• Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, or the transactions contemplated hereby. Each Party certifies and acknowledges that (a) no Representative of the other Party has represented, expressly, or otherwise, that the other Party would not seek to enforce the foregoing waiver in the event of a legal action, (b) it has considered the implications of this waiver, (c) it makes this waiver voluntarily, and (d) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section. 
   
• Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.  
   
• Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other Party under this Agreement), when and to the extent the failure or delay is caused by or results from acts beyond the impacted Party's ("Impacted Party") reasonable control, including the following force majeure events ("Force Majeure Events"): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) requirements of Law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any Governmental Authority; (g) national or regional emergency. The Impacted Party shall give Notice 10 Business Days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue.