Reseller Application

RESELLER TERMS AND CONDITIONS

Reseller / Applicant (“Reseller”) agrees with Arya Creations, LLC. (d/b/a ILIOS LIGHTING, and ILIOS LIGHTING Team) (collectively, “ILIOS LIGHTING”) as follows:

1. ILIOS LIGHTING, unlike most companies does not require a buy in fee, re-occurring fee, hidden fees or anything of this nature. ILIOS LIGHTING requires no minimum order quantities.

2. No ILIOS LIGHTING goods (“ILIOS LIGHTING Goods”) shall be resold by or through any on-line auction or online store (such as Ebay, Amazon or other similar sites) other than Reseller’s on-line store without the prior express, written authorization of ILIOS LIGHTING. All online marketplace/stores to be used by Reseller of ILIOS LIGHTING Goods must be owned and/or controlled by the Reseller and be approved by ILIOS LIGHTING in advance.

3. Reseller must require any person or entity to whom Reseller distributes ILIOS LIGHTING Goods for to strictly adhere to the terms, conditions and guidelines as set forth in this Agreement.

4. All orders must be pre-paid. ILIOS LIGHTING accepts credit card payments solely online via its website www.Ilioslighting.co.

5. All products come pre-packaged and ready for sale to Reseller’s customers. ILIOS LIGHTING orders are processed the day they are placed and will ship within one business day, stock permitting.

6. Reseller agrees to provide ILIOS LIGHTING notice in writing of any nonconforming or defective ILIOS LIGHTING products within thirty (30) business days from Reseller’s receipt of the nonconforming or defective ILIOS LIGHTING products. Failure to notify ILIOS LIGHTING of such nonconforming or defective ILIOS LIGHTING products within the time allotted herein will be deemed an acceptance of the ILIOS LIGHTING products and a waiver of Reseller’s rights to reject them. ILIOS LIGHTING has the right to refuse or deny any refund, in whole or in part, if any of the ILIOS LIGHTING products are lost or damaged or is otherwise defective through no fault of ILIOS LIGHTING. Reseller’s sole remedy for breach of this agreement or otherwise, is for either ILIOS LIGHTING to replace the nonconforming or defective ILIOS LIGHTING Good(s) or for ILIOS LIGHTING to issue a refund of the nonconforming or defective ILIOS LIGHTING Good(s) upon ILIOS LIGHTING’s receipt of the nonconforming or defective ILIOS LIGHTING Goods.

7. Reseller shall have a revocable, non-exclusive license to sell ILIOS LIGHTING products (“ILIOS LIGHTING Goods”) anywhere to anyone, provided Reseller complies with the terms and conditions of this Agreement. Solely in connection with Reseller selling ILIOS LIGHTING Goods purchased directly from ILIOS LIGHTING, ILIOS LIGHTING grants to Reseller a non-exclusive, non-assignable, non-divisible, limited license to use any ILIOS LIGHTING brand name and/or logo associated with the ILIOS LIGHTING Goods and any ILIOS LIGHTING artwork or photographs appearing on ILIOS LIGHTING’s websites that ILIOS LIGHTING also uses to market or sell the ILIOS LIGHTING Goods. This limited license is revocable by ILIOS LIGHTING at any time, and is also provided as follows: (a) Reseller acknowledges and agrees that at all times ILIOS LIGHTING retains all ownership, rights, title and interest worldwide in and to its artwork and photographs, any all copyrights therefore, that are used by Reseller under this limited license; (b) Reseller acknowledges and agrees that at all times ILIOS LIGHTING retains all ownership, rights, title and interest worldwide in and to its trademarks, service marks, logos and trade names, luding any goodwill associated thereto, that are used by Reseller under this limited license; (c) Reseller acknowledges and agrees that any use of any of ILIOS LIGHTING’s marks licensed herein by Reseller shall inure to the sole benefit of ILIOS LIGHTING; (d) Reseller acknowledges and agrees not to take any action that is onsistent with ILIOS LIGHTING’s ownership of the above noted copyrights and marks. Reseller agrees that at no time shall it ever directly or indirectly contest, challenge, raise any objections to the validity of, or attack ILIOS LIGHTING’s ownership, title to, rights in, or interest in any of the licensed trademarks, copyrights, artwork, photographs, logos, etc; (e) Reseller agrees never to file any application for any mark or copyright registration, or obtain or attempt to obtain ownership of any mark, trade name or copyright, in any country of the world, in any state of the United States or in any other jurisdiction or with any other agency, for any of the licensed marks, copyrights, artwork, photographs, etc. or any other marks, artwork, photographs, etc. of ILIOS LIGHTING alone or in combination with other marks, indicia, images, artwork, etc. Reseller agrees not to assist or cause another to seek registration of any of the ILIOS LIGHTING’s marks or copyrighted works, nor shall Reseller perform any action to interfere or cause or assist another to interfere with ILIOS LIGHTING’s ability to obtain registration of one or more of its marks in any jurisdiction throughout the world; (f) Reseller agrees not to alter, modify or enhance any of ILIOS LIGHTING artwork or photographs used by Reseller under this limited license. Reseller also agrees not to create any derivative works from any ILIOS LIGHTING artwork or photographs provided under this limited license, or remove or alter any of ILIOS LIGHTING’s marks or logos from any of the artwork, photographs or products; (g) Reseller agrees not to use any of the licensed artwork, photographs and/or trademarks of ILIOS LIGHTING in connection with the Ilios Lighting or advertisement of non-ILIOS LIGHTING products or ILIOS LIGHTING products not purchased directly from ILIOS LIGHTING; (h) Reseller agrees not to use any other trademark or service mark in connection or in combination with any of the licensed ILIOS LIGHTING trademarks or service marks; (i) Reseller agrees not to adopt any trademark, trade name or service mark which is confusingly similar to any mark or trade name used by ILIOS LIGHTING; (j) Upon revocation of this limited license by ILIOS LIGHTING, Reseller agrees to immediately cease all further use of the marks, artwork, photographs or any other materials of ILIOS LIGHTING except to sell off any ILIOS LIGHTING product in Reseller’s inventory that was purchased directly from ILIOS LIGHTING by Reseller; (k) All ILIOS LIGHTING products sold by Reseller must bear all original ILIOS LIGHTING marks, logos, artwork, etc. unaltered, as originally provided on such products and no other marks, whether Reseller’s or another’s, shall be added to or on the products; (l) All Marketing Materials, and all packaging, labels, and other materials used by Reseller in connection with the advertising, marketing of products purchased directly from ILIOS LIGHTING by Reseller, shall make reference only to the ILIOS LIGHTING trademark associated with the product and shall not lude any other brands, endorsements, trademarks, service marks, trade names or logotypes, other than Reseller’s own corporate identifiers as reasonably appropriate to identify Reseller as the retail seller of the products. For the avoidance of doubt, co-branding is not permitted without ILIOS LIGHTING’s prior written approval, which can be withheld by ILIOS LIGHTING for any reason; and (m) Reseller’s obligations contained herein survive termination, revocation or expiration of the above-noted limited license.

8. This Agreement may be terminated by either party without prior notice at any time and for any reason.

9. ILIOS LIGHTING makes no warranties, express or implied. ILIOS LIGHTING shall not be liable for any idental or consequential damages for breach of any express or implied warranty on any ILIOS LIGHTING Goods. ILIOS LIGHTING further disclaims any implied warranty of merchantability or fitness for a particular purpose of the ILIOS LIGHTING Goods or any part thereof, and any warranty of non-infringement of intellectual property rights. This provision shall survive termination of the Agreement.

10. All duties and taxes are unpaid. The amounts are typically determined based on a combination of factors that may lude: The merchandise’s country of origin or manufacture. The merchandise classification, using a system adopted by the countries that we ship to. VAT rates are set by the country to which the order is shipping. Please Note: If you refuse delivery of the shipment, you are responsible for payment of all return shipping fees and any applicable fees, duties and taxes; in this case, all such return shipping fees and any applicable fees, duties and taxes will be billed to the method of payment you used. Shipping fees are not refundable for deliverable shipments or refused shipments.

11. Reseller agrees that any violation by the Reseller of any intellectual property right owned or held by ILIOS LIGHTING would cause irreparable harm to ILIOS LIGHTING and that damages at law would be inadequate to ILIOS LIGHTING for such violation. Reseller agrees that, in the event of any such violation, ILIOS LIGHTING will be entitled to preliminary and permanent injunctive relief, without the necessity of posting bond, to enjoin any such violation, in addition to any other remedy which ILIOS LIGHTING may have at law, in equity, or otherwise. No remedy conferred upon ILIOS LIGHTING pursuant to this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given pursuant to this Agreement or now or hereafter existing at law or in equity or by statute or otherwise.

12. Reseller agrees that ILIOS LIGHTING shall not be liable beyond the remedies set forth herein, or for lost profits, loss of business or other consequential, special, indirect or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party except as expressly provided herein.

13. Reseller agrees to indemnify, defend, and hold harmless ILIOS LIGHTING and its officers, directors, employees, agents, attorneys, licensors and suppliers from and against any and all claims, lawsuits, suits, debts, dues, demands, accounts, losses, expenses, damages and costs, luding reasonable attorneys’ fees and costs, resulting from or caused, directly or indirectly by any breach or violation of this Agreement and any negligent, intentional or other wrongful act by Reseller.

14. This Agreement contains the complete agreement of ILIOS LIGHTING and the Reseller with respect to the subject matter herein and supersedes any prior agreements or understandings, whether oral or written, between ILIOS LIGHTING and the Reseller with respect to such subject matter.

15. This Agreement may not be altered, supplemented, or amended by the use of any Reseller document(s). Any attempt by Reseller to alter, supplement or amend these terms and conditions or to enter an order for ILIOS LIGHTING Good(s) which is subject to additional or altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both ILIOS LIGHTING and Reseller. ILIOS LIGHTING reserves the right to amend its terms and conditions from time to time with such amendments to apply to all orders received on or after the time of posting the amendments on ILIOS LIGHTING’s website.

16. The terms and provisions of this Agreement will inure to the benefit of and be binding upon ILIOS LIGHTING and its successors and assigns, and upon the Reseller and the Reseller’s officers, directors, agents, employees, affiliates, successors and assigns.

17. No failure or delay by ILIOS LIGHTING in exercising any right, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under this Agreement.

18. All notices and communications made in connection with this Agreement will be in writing and delivered by electronic mail (e-mail) and sent to the e-mail addresses provided by the Parties. Notice shall be deemed to have been given on the date the e-mail is sent.

19. This Agreement will be governed by, and interpreted and enforced according to, the laws of the State of Ohio, excluding the application of its conflicts or choice of law provisions.

20. In any legal action or other proceeding is brought for the enforcement of this Agreement, the successful or prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and expenses, luding, but not limited to, all attorneys’ fees, costs and expenses ident to arbitration, appellate, and post judgment proceedings urred by the prevailing party.

21. The Reseller: (a) submits to personal jurisdiction in Wood County in the State of Ohio for the enforcement of this Agreement; and (b) waives any and all rights under the law of any jurisdiction to object to jurisdiction therein for the purposes of enforcing this Agreement. Any action to enforce any term or provision in this Agreement shall be filed in Wood County, Ohio state or federal court, as appropriate. However, nothing contained in this Agreement prevents ILIOS LIGHTING from bringing any litigation or otherwise exercising any rights against the Reseller in any other jurisdiction.

22. The term “ILIOS LIGHTING” as used in this Agreement will be deemed to lude its successors and assigns any and all subsidiaries or affiliates thereof. Reseller agrees that each entity luded within the definition of ILIOS LIGHTING will be deemed a third party beneficiary under this Agreement and each such third party beneficiary will have the right to enforce the provisions of this Agreement directly against the Employee, to the extent that the interests of such entity are adversely affected by the Employee’s violation of this Agreement.

23. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

24. Reseller represents that it has entered into this Agreement voluntarily and without any duress or undue influence on the Reseller, and the Reseller is not relying on any inducements, promises, statements, or representations made by ILIOS LIGHTING or any of its officers, employees, agents, or attorneys other than as expressly set forth in this Agreement.

MAP POLICY

Minimum Advertised Pricing Policy Effective July 29, 2021, a Minimum Advertised Price policy on all Ilios Lighting  products will be in effect (herein referred to as "MAP policy"). As used in this MAP policy, “reseller” means any reseller, distributor, sales representative or dealer. This MAP policy is intended to allow consumers to purchase from resellers based on loyalty and customer experience. In the interest of protecting both resellers and consumers, it is necessary to abide by the following requirements. 1. The Minimum Advertised Price for any Ilios Lighting product shall be no less than the current Manufacturer's Suggested Retail Price (MSRP) as published on the Ilios Lighting price list; to view the current pricing, please visit www.ilioslighting.co. This Minimum Advertised Price is established by Ilios Lighting and may be adjusted by Ilios Lighting at such time and in such amounts as it may determine at its sole discretion. 2. You shall not list Ilios Lighting products on any third-party website, such as Amazon, ebay, Overstock, etc. or any others, without prior written consent from Ilios Lighting. Selling Ilios Lighting products on your own website associated directly with your store(s) is permissible so long as this MAP policy is adhered to. 3. This MAP policy applies to all advertisements of Ilios Lighting products in any and all media, but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, email solicitations, internet or other electronic media, television, radio, and public signage. This MAP policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customers. 4. Advertising of free or discounted products, with a product covered by this MAP policy, would be contrary to the MAP policy if it has the effect of discounting the advertised price of the covered product below the Minimum Advertised Price. 5. If pricing is displayed anywhere other than a brick-and-mortar-retail store, any strike-through or other alteration of the Minimum Advertised Price is prohibited. 6. This MAP policy does not establish maximum advertised prices. All resellers may offer Ilios Lighting products at any price in excess of the Minimum Advertised Price. 7. The MAP policy does not, in any way, limit the ability of any reseller to advertise that "they have the lowest prices" or, they "will meet or beat any competitors’ price," that consumers should "call for a price" or phrases of similar meaning as long as the price advertised or listed for the product is not less than the Minimum Advertised Price. 8. Ilios Lighting maintains the right to run a temporary sale at its discretion, and in such case, the Minimum Advertised Price will be the same as the temporary sale price on those particular items for that particular time period. 9. If a reseller with multiple store locations violates this MAP policy at any one store location, or on any associated website, then Ilios Lighting will consider this to be a violation of this MAP policy by the reseller.

10. Ilios Lighting reserves the right to cancel any pending orders, restrict future orders, or suspend a reseller's account if Ilios Lighting reasonably believes: (i) a reseller has violated the provisions of the MAP policy; or (ii) a reseller intends to violate the MAP policy. 11. Ilios Lighting' MAP Policy Administrator is solely responsible for determining whether a violation of the MAP policy has occurred, as well as for determining appropriate consequences and sanctions. 12. Waivers to the MAP policy may be granted in Ilios Lighting' sole discretion by the MAP Policy Administrator in a written waiver. Ilios Lighting' sales and marketing personnel, or any other personnel, are not authorized to modify or grant exceptions to the MAP policy. In the event that the MAP Policy Administrator authorizes a waiver to the MAP policy, resellers must strictly adhere to the terms of the written waiver. Deviation from the terms of the written waiver is a violation of the MAP policy. 13. Ilios Lighting monitors the advertised prices of resellers, either directly or via the use of third party agencies or tools. Resellers are expected to provide reasonable cooperation in any Ilios Lighting investigations regarding possible MAP policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Ilios Lighting MAP policy investigation is a violation of the MAP policy. 14. The MAP policy will be enforced by Ilios Lighting in its sole discretion and without notice. Resellers have no right to enforce the MAP policy. Violations of the MAP policy may result in any of the aforementioned sanctions up to and including termination of our business relationship, as well as any available remedies at law. 15. All questions related to the MAP policy should be directed to: contact@ilioslighting.co. The MAP policy has been established by Ilios Lighting to help preserve and protect the reputation of Ilios Lighting' name, brand and products. The MAP policy is also designed to ensure resellers have the incentive to invest resources into services for Ilios Lighting' customers.