The following details of the Mikuna Authorized Retailer Policy (the “Retailer Policy”) applies to authorized retailers (“Retailer(s)”) of Mikuna products (the “Products”) solely in the United States. If you are accepted by Mikuna into Mikuna’s wholesale program (which Mikuna shall have the right to do in its sole discretion) you shall be deemed an authorized retailer, as set forth in greater detail below. By purchasing Products from Mikuna for retail sale, Retailer agrees to adhere to the following terms and conditions.

1. Sales to End-Users Only. Retailers shall not sell or transfer Products to any person or entity for re-sale without the prior written consent of Mikuna. This prohibition includes sales to B2B accounts, distributors, wholesalers, freight forwarders/drop shippers for other resellers, or any other person a Retailer knows or has reason to know intends to re-sell or divert the Products. Unless separately authorized by Mikuna, Retailers shall sell solely to end user consumers of the Products and shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use. Mikuna, in its sole discretion, may revoke a Retailer’s authorization to sell the Products at any time, for any reason.

1. Geographical Restrictions. Retailers shall not market for sale, sell, or ship Products to customers outside the United States without obtaining Mikuna’s prior written consent.

1. Internet Sales. Mikuna does not permit Retailers to sell online without express prior written approval. If approval is granted, Retailers are only permitted to market for sale or sell the Products through website(s) owned or operated by the Retailer with Mikuna’s prior written consent, provided however, that such website(s) identify the Retailer’s full legal name, mailing address, telephone number, and email address. Mikuna, in its sole discretion, may revoke a Retailer’s authorization to sell the Products on such websites at any time, and Retailers shall cease marketing for sale and/or selling the Products on such websites immediately upon notice of such revocation. Retailers shall not sell the Products on or through any other website, including any third-party marketplace site such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, Overstock Marketplace or Sears Marketplace, without the prior written consent of Mikuna.

1. Discounts and Promotions. Retailer may not discount Products without prior written approval from Mikuna. Mikuna does not automatically participate in any promotional periods, discounts or other retailer events where Products may be discounted. Unauthorized discounting of Products is a breach of the Retailer Policy and as a result of Mikuna learning of, or suspecting of any unauthorized discounting, Mikuna will cease accepting any further purchase orders from the Retailer.

1. Product Inspection. Retailers shall inspect Products upon receipt and during storage for damage, defects, evidence of tampering, or other non-conformance. Retailers must also confirm that product seals have not been broken. If any defect is identified, Retailer must not offer the Product for sale and must report the defect to Mikuna within thirty (30) days of receipt. At its sole discretion, Mikuna will either replace Products or provide Retailer a credit for such damage or defective Products. Retailer is required to provide images of such damage or defects including box shipping labels via email to care@mikunafoods.com within thirty (30) days of receipt for such replacement or credit. Alternatively, Retailer may submit images via the link provided in Retailer delivery confirmation email.

1. Product Storage and Handling. Retailers shall exercise due care in storing and handling the Products, store the Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by Mikuna.

1. Aged Products. Aged Products include any Products near or at their shelf life dates which are typically two (2) years (“Aged Products”). Retailers shall inspect inventory regularly for Aged Products including any expired or soon-to-be expired Products. Retailer shall remove from such Products inventory as Aged Products may not be sold. Retailer is required to use FIFO (first in first out) for inventory tracking.  Mikuna will not accept returns, exchanges, or issue credit for Aged Products.

1. Alterations Prohibited. Retailers shall sell Products in their original packaging, with all seals intact. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations to the Products or packaging is prohibited. Retailers are prohibited from tampering with, defacing, or otherwise altering serial numbers, lot or batch codes, UPC codes, or other identifying information on Products or packaging. Removing, translating, or modifying the contents of any label or literature on or accompanying the Products is also prohibited.

1. Recall and Consumer Safety. To ensure the safety of the end-users of the Products, Retailers are required to communicate all safety information to consumers and cooperate with Mikuna with respect to any Product recall.

1. Customer Service. Retailers’ sales personnel must be trained to accurately describe, demonstrate, and sell each Product kept in inventory and to advise end-user customers on how to use the Products safely and properly. Retailers are required to make themselves available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries within 24 hours. Retailers must represent the Products in a professional manner and refrain from any conduct that is or could be illegal, gives or could give the appearance of impropriety, or otherwise is or could be detrimental to the reputation of Mikuna.

1. Consumer Confusion. Retailers are prohibited from advertising, marketing, displaying, or demonstrating non-Mikuna products together with Mikuna Products in a manner that would create the impression that the non-Mikuna products are made by, endorsed by, or associated with Mikuna.

1. Compliance with Applicable Laws. Retailers shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products.

1. Use of Mikuna Intellectual Property. Mikuna owns all proprietary rights in and to the Mikuna brand, name, logo, trademarks, service marks, trade dress, patents, copyrights, and other intellectual property (the “Mikuna IP”). Retailers are granted a limited, non-exclusive, non-transferable, revocable license to use the Mikuna IP solely for purposes of marketing and selling the Products as set forth herein, and this license shall cease immediately upon termination of a Retailer’s account. Mikuna may review, approve, and/or reject, in its sole discretion, a Retailer’s use or intended use of the Mikuna IP at any time. A Retailer’s use of the Mikuna IP shall be in conformance with any guidelines that may be provided by Mikuna and must be commercially reasonable as to the size, placement, and other manners of use. Retailer agrees not to bid online for use of Mikuna keywords and all goodwill arising from a Retailer’s use of the Mikuna IP shall inure solely to the benefit of Mikuna.

1. Mikuna reserves the right to update, amend, or modify this Retailer Policy at any time. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Mikuna IP, or use of any other information or materials provided by Mikuna to Retailer following notice of the amendments will be deemed Retailer’s acceptance of the amendments.

1. Retailer hereby represents and warrants that it is authorized to enter into this agreement and agrees to abide by the terms and conditions herein. Retailer hereby represents and warranted it is duly licensed, in good standing, and is, and will remain in compliance with all applicable federal, state, and local laws and regulations.

1. This agreement shall be governed by the state of California, without giving effect to any conflict of law provisions thereof. Any causes of action arising out of or connected to this Agreement shall be resolved exclusively before a court located in the County of Los Angeles, State of California, having competent jurisdiction, which court shall apply the laws of the State of California without giving effect to any conflict of law provision thereof.

RETAILER ACKNOWLEDGES THAT BY PLACING A PURCHASE ORDER AND ACCEPTING THE PRODUCTS, RETAILER AGREES TO THE RETAILER POLICY SET FORTH HEREIN. RETAILER ACKNOWLEDGES THAT MIKUNA HAS MADE THE RETAILER POLICY AVAILABLE TO RETAILER AND RETAILER AGREES TO COMPLY WITH SUCH POLICY WITHOUT EXCEPTION. RETAILER SIGNATURE OR EXPRESS AGREEMENT IS NOT REQUIRED BY MIKUNA.