GoDark Bags Authorized Reseller Program Policy

This document outlines the policies of the GoDark Bags Authorized Reseller Program, also referred to as the GoDark Authorized Reseller Program (GARP).

Within this document the “Company” shall refer to Barking Turtle Media Inc., DBA GoDark Bags. “Reseller” shall refer to the reseller applying to the GoDark Bags Authorized Reseller Program.

To qualify and remain in the GoDark Bags Authorized Reseller Program, your business must adhere to this GoDark Bags Authorized Reseller Program Policy at all times.

1. Maintain Current Business Information & Disclose All Locations That Carry GoDark Bags Products

Maintain accurate and up-to-date company information and disclose all retail locations that carry GoDark Bags products throughout the term of your reseller relationship with GoDark Bags. Qualifying retail locations can only be one of the following:

your physical brick & mortar store(s)
your ecommerce-enabled website(s)

2. Sell on Approved Retail Website(s) Only

Resellers must only take orders via publicly accessible ecommerce enabled web pages hosted on approved websites owned and operated by your company.

Selling on any 3rd party sites such as (eBay, Amazon, Alibaba, etc.), drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.), classified sites (Craigslist.com, Facebook Marketplace, etc.) or direct messages on forums is strictly prohibited.

3. GoDark Bags Trademark & Brand Policy

Must agree to comply with the GoDark Bags Trademark & Brand Policy and represent yourself as a GoDark Bags Authorized Reseller in all online advertising & sales collateral.

Setting up businesses, registering domain names, or social media usernames that contain any of GoDark Bags trademark is strictly prohibited.

4. GoDark Bags Minimum Advertised Price Policy (MAP)

Qualifying and maintaining your status as a GoDark Bags Authorized Reseller requires that you understand and agree to abide by the GoDark Bags MAP Policy.

5. Sell to Your Retail Consumers Only

You may not sell in bulk to B2B accounts, wholesalers, or freight forwarders/drop-shippers for other retailers. This policy allows you to sell to your end consumers only.

6. Only Purchase GoDark Bags Products Directly From Assigned & Authorized Distributor

Do not buy GoDark Bags products from other retailers, or from other sources not explicitly endorsed by GoDark Bags.

7. Only Sell GoDark Bags Products in Original Packaging

Do not alter original GoDark Bags packaging in any way prior to reselling GoDark Bags products. Removing GoDark Bags products from packaging and reselling GoDark Bags products in different packaging or under a different name is strictly prohibited.

8. Use Known 3rd Party Shopping Carts

You must use a known 3rd party shopping cart system on all commerce-enabled websites owned and operated by your company.

9. Ensure PCI Compliance

Must ensure PCI compliance for all approved commerce-enabled websites owned & operated by your company.

10. Maintain Updated Privacy Policy

Must publish and maintain a publicly accessible privacy policy.

11. No Bundling GoDark Bags Products Without Obtaining Written Permission

Must not re-SKU or bundle GoDark Bags products in your online assortments & data feeds without receiving prior written permission from GoDark Bags.

12. Obey the Law, Abide by Policy Rules & Serve Customer Needs

Must comply with all applicable laws, rules, regulations & policies related to advertising, sale, & marketing of GoDark Bags products. Must provide a level of sales support & customer support for our customers that, at a minimum, demonstrate industry best practices.

Failure to comply with all of the terms in the GoDark Bags Authorized Reseller Program Policy will result in suspension or termination of your account.

13. Payments

13.1 All Reseller orders will require payment in advance by credit card, PayPal or Wire unless special credit arrangements have been agreed and approved by Company. If credit is approved, then payment is due within 30 days from date of shipment. Invoices not paid within this period will incur a service charge at a rate of two percent (2%) per month or equal to the highest rate permitted by law on any outstanding balance.

13.2 Notwithstanding any other terms or provisions of this Agreement, should Reseller default in payment of the purchase price when due, or fail to comply with any provisions of this Agreement, Company may cancel the sale of such Products or enforce the terms of such sale, and may remove or repossess such inventory on ten (10) days prior written notice and take such other action as it may deem necessary to protect its interest, it being understood that the remedies of Company.

14. Warranty & Limitations of Remedies

14.1 Reseller and Company agree that the procedure provided below for return or replacement of defective Products will be Reseller’s exclusive remedy for any claim relating to any alleged defect or nonconformity in Company Products. If Reseller finds that any Company Product sold to Reseller by Company is defective within one hundred twenty (120) days after its shipment to Reseller, Reseller will contact Company regarding its replacement. Reseller will not ship (return) any Product to Company without a “Return Authorization Number” that can be obtained by calling the Company Wholesale department. Approval for return or replacement will be based solely on whether the Product is in fact defective and will not be unreasonably withheld. Company does not warrant the performance of the Product, as more fully defined in a written limited warranty included with each Product, the terms of which Company may change from time to time. This warranty is the only warranty covering any Company Product sold under this Agreement.

The end consumer who purchases Product from Reseller can contact Company directly for warranty claims or replacement under the terms of the warranty as described on Product packaging. However, to improve the customer experience the Reseller has the option within 120 of sale to accept and replace defects in their store and subsequently make a claim for these defects to Company under the terms described in the previous paragraph.

14.2 No Other Warranty is Expressed or Implied.

Company specifically disclaims the implied warranties of merchantability and fitness for a particular purpose. The remedies provided in this Agreement, including the procedure for return of defective goods, are Reseller’s sole and exclusive remedies. Company will not be liable for any direct, indirect, special, incidental or consequential damages whether based on contract, tort or any other legal theory.

15. Governing Law & Jurisdiction

15.1 This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the province of British Columbia, Canada, without reference to conflict of law principles. The parties herby expressly consent to the jurisdiction and venue of the federal and provincial courts within British Columbia. Each party herby irrevocably consents to the service of process in any such action or proceeding by the ailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing.

15.2 All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced. Furthermore, no provisions in either party’s purchase orders or in any other business forms employed by either party will supersede the terms and conditions of this Agreement.

15.3 Arbitration. Any dispute relating to the interpretations or performance of this Agreement shall be resolved at the request of either party through binding arbitrations. Arbitration shall be conducted in British Columbia, Canada in accordance with the then-existing rules of The British Columbia International Commercial Arbitration Centre. Judgement upon any award by the arbitrators may be entered by any provincial or federal court having jurisdiction. Both parties intend that this Agreement to arbitration be irrevocable.

GoDark Bags Minimum Advertised Price Policy (MAP)

PURPOSE

This document outlines the GoDark Bags Minimum Advertised Price Policy (MAP) in effect for all Authorized GoDark Bags Select Resellers. Compliance with this MAP policy is required to maintain your GoDark Bags Select Reseller status.

The purpose of the MAP policy is to maintain the outstanding reputation of the GoDark Bags brand, trademark, products and the premium prices we are able to command of consumers. Ultimately, the MAP policy is in place to protect GoDark Bags, and all of its valued resellers, from race-to-the-bottom pricing that hurts us all.

TRADEMARKS AND REGISTRATIONS

Barking Turtle Media Inc. (the parent company of GoDark Bags) maintains ownership of all brands, trademarks, logos, images, registrations and all other intellectual property and proprietary information for all GoDark Bags products.

POLICY COVERAGE

Authorized GoDark Bags Select Resellers who choose to advertise GoDark Bags products must do so at or above the minimum advertised price (MAP) as established solely by GoDark Bags. This MAP policy applies to all forms of re-seller advertising, including but not limited to mailings, catalogs, flyers, posters, coupons, mailers, inserts, newspapers, magazines, mail order catalogs, television, radio, public signage, displays at consumer exhibitions and shows, and any and all other forms of advertising media, including without limitation, social media, the Internet and any other electronic network.

Any price information relating to GoDark Bags products on an Internet website that can be accessed directly through any transfer protocol is considered to be advertising for purposes of this policy. A “transfer protocol” includes but is not limited to the use of phrases such as “contact us for pricing” or “see cart for pricing.” In-store advertising within the retailer’s physical retail location and electronic mail sent in direct response to a consumer inquiry are not considered to be advertising.

Direct or indirect attempts to circumvent this MAP policy will be considered a violation of this policy. Such attempts may include, but are not limited to:

Rebates, volume incentives or other discounting
Gifts, premiums or services associated with other products or services
Bundling of GoDark Bags products with other products or services
Other promotional activities designed to advertise a lower price than the minimum advertised price

GoDark Bags will not discuss any conditions of acceptance related to this MAP policy, as it is nonnegotiable, and will not be altered for any reseller. GoDark Bags neither solicits, nor will it accept, any assurance of compliance with this MAP policy.

MAP applies only to minimum advertised prices and does not apply to the price at which the products are actually sold, or to advertised prices higher than the minimum resale prices unilaterally established by GoDark Bags from time to time.

POLICY VIOLATIONS

Any advertisement below the MAP for an applicable Product is a violation of the MAP policy.

In the event a re-seller chooses not to follow the MAP policy, GoDark Bags reserves the right to cease supplying products, or to take any other actions commensurate with a MAP policy violation, to any re-seller whose advertising of the product (or to any re-seller who sells to a re-seller whose advertising of the product) contains a price lower than the MAP set forth by GoDark Bags.

In addition to the above, failure to adhere to the MAP policy will be a factor taken into consideration in the determination of the acceptance of re-seller’s ability to maintain its account in good standing and authorized reseller status.

PROMOTIONAL ACTIVITY

All authorized GoDark Bags Select Resellers are permitted to run any promotional program which GoDark Bags offers direct to consumers. The program must be substantially equivalent to GoDark Bags’ offer and implemented in a time period consistent with GoDark Bags’ offer. The costs associated with such promotional programs, (free shipping, trade-in offers, or any other promotional program) are the responsibility of the reseller.

Additionally, authorized resellers who offer free shipping on all products (or on all products priced at or above a certain price point) may include GoDark Bags products in the free shipping offer. All costs associated with the free shipping offer are the responsibility of the re-seller.

POLICY MODIFICATIONS

GoDark Bags reserves the right at any time to modify, suspend, or discontinue the MAP policy in whole or in part or designate promotional periods during which the terms of the policy change or designate periods of time during which the policy is not applicable. Additionally, GoDark Bags may designate close out models for exclusion from the MAP policy. Any policy modifications shall be made available to all authorized resellers.

CONTACT INFORMATION

Please direct all questions or comments regarding The GoDark Bags Authorized Reseller Program or the Reseller Program MAP policy to:

Todd Ariss
GoDark Bags Reseller Program
778-588-9555
wholesale@GoDarkBags.com
https://GoDarkBags.com

*Note: The Program Manager shall be solely responsible for determining whether a violation of the reseller program MAP policy has occurred, communicating decisions to resellers regarding the policy and receiving any communication regarding sanctions imposed under this policy.