Authorized Reseller Policy

VIROX TECHNOLOGIES INC. UNITED STATES RESELLER POLICY

Last Updated: June 1, 2023.

IMPORTANT: By purchasing Virox Technologies Inc. (“Virox”) Rescue™ branded disinfectant solutions for resale, you agree to adhere to this reseller policy (this “Reseller Policy”).

In order to ensure Virox’s resellers (each a “Reseller) are able to sustain healthy margins on Virox’s Rescue™ branded products (“Products”) and ensure that Virox’s end-users are being provided a quality sales experience, expertise, and customer support, Virox has announced this Reseller Policy. Virox believes that its end-user customers are best served by having Resellers who market the Products as premium brand products and who provide an outstanding level of service and support to their end-user customers.

Virox has also decided that to maintain and protect the viability of Virox’s reseller network for the Products, to protect the value associated with Virox in connection with its products, and to ensure high-quality support by Resellers to end-users of those Products, Resellers must comply with the following terms and conditions:

DO NOT SELL VIROX PRODUCTS WITHOUT PERMISSION.

Reseller is prohibited from selling the Products unless it applies for and is approved in writing by Virox. If Reseller has information or reasonably suspects that any person is purchasing and reselling or distributing the Products in a manner not authorized by Virox or in violation of this Reseller Policy, Reseller must promptly notify Virox. Reseller must provide Virox with any supplemental information, documents and reports that Virox may request in order to validate Reseller’s compliance with this Reseller Policy and to support Virox’s warranty support and customer support obligations and initiatives. If Virox determines in its sole discretion that there has been a violation of this Reseller Policy and so notifies the Reseller, the Reseller must cease any reselling of Products within two business days of the date Reseller receives notice from Virox by removing all offers for the Products from all Reseller websites and online marketplaces where the Reseller has positioned the Products for sale. If applicable, at its own cost, the Reseller must also retrieve inventory of the Products placed on consignment with any online marketplace and available for reselling. In addition, Virox may also immediately and without notice (i) deny for a period of up to 90 days any promotional allowances which the Reseller would otherwise have been eligible for; and/or (ii) refuse to accept orders from the Reseller and place the Reseller on the Virox’s “Do Not Sell” List for a specified period. Resellers on the “Do Not Sell” list are ineligible to purchase the Products from Virox or any other entity. If any Reseller repeatedly violates the terms of this Reseller Policy, Virox may suspend promotional allowances to, refuse orders from, and place, the Reseller on the “Do Not Sell” list for longer periods or permanently.

DO NOT SELL VIROX PRODUCTS ON INTERNET MARKETPLACES.

Resale of the Products on the Internet marketplaces, including, but not limited to, (“including”) Amazon, eBay, Walmart, etc. is strictly prohibited unless Reseller receives prior written approval from Virox for certain individual URLs. Selling on Reseller’s webpage or webstore is approved.

DO NOT SELL VIROX PRODUCTS TO RESELLERS OR DISTRIBUTORS.

Unless approved by Virox in writing, Reseller may only purchase the Products for resale to end- user customers. Reseller may not resell the Products to other Resellers, distributors or for further distribution in any manner unless approved by Virox in writing.

DO NOT DIVERT VIROX PRODUCTS.

Reseller is prohibited from selling or transferring any Products to any person or entity for resale. Reseller agrees to restrict, cease, or limit the sale of the Products to anyone at the request of Virox. To ensure the authenticity and quality of the Products, Reseller is prohibited from offering for sale or selling any Product bearing a trademark, copyright, patent, or name associated with Virox or otherwise that Reseller purchased or obtained from a source other than directly from Virox or Clipper Distributing LLC. If any significant quantity of Products purchased by Reseller are lost or stolen, Reseller will promptly report such event to Virox.

DO NOT SELL VIROX PRODUCTS OUTSIDE OF THE UNITED STATES.

Reseller may only sell and advertise for sale the Products within the United States. Virox expressly prohibits Reseller from acquiring Products or soliciting or consummating sales outside of the United States.

DO NOT USE VIROX INTELLECTUAL PROPERTY WITHOUT CONSENT.

Reseller is prohibited from using any intellectual property of Virox, including trademarks, tradenames, brand names, logos, product images, marketing banners, and any other digital assets, without written consent from Virox.

DO NOT SELL VIROX PRODUCTS IF NOT IN ORIGINAL PACKAGING.

Reseller is prohibited from offering for sale or selling the Products that are not in their original packaging. Relabeling, repackaging, and other alterations are not permitted. Tampering with, defacing, or otherwise altering, any serial number, UPC code, batch or lot code, or other identifying information, on the Products or their packaging is prohibited. Reseller is prohibited from removing, translating, or modifying, the contents of any label or literature on or accompanying the Products.

DO NOT ENGAGE IN DECEPTIVE SALES PRACTICES.

Reseller agrees to conduct its business in a reasonable and ethical manner at all times and shall neither engage in any deceptive, misleading, or unethical practices or advertising at any time, nor make any warranties or representations concerning the Products except as authorized by Virox in writing. Reseller agrees to comply with any and all applicable laws, rules, regulations, and policies relating to the advertising, sale, and marketing of the Products.

Approved Resellers may extend to any proper purchaser of the Products the original manufacturer’s warranty in accordance with its terms. Reseller may not modify or alter the original manufacturer’s warranty, represent or characterize the original manufacturer’s warranty in any misleading manner, or extend its own warranty with respect to the Products. Reseller must adhere to Virox’s warranty and customer support obligations and initiatives extant at any particular time and from time to time.

RESELLER MUST COMPLY WITH VIROX’S BRAND QUALITY STANDARDS.

Reseller agrees to comply with all Virox quality control standards, including advertising, storage, shipping, and claims guidelines and requirements, extant at any particular time and from time to time.

RESELLER MUST PROVIDE THE HIGHEST LEVEL OF CUSTOMER SERVICE.

Reseller agrees to provide the highest level of customer service. Reseller and its sales personnel agree to be familiar with all the Products marketed for sale and must obtain sufficient product knowledge to advise customers on the selection of the Products, as well as any applicable warranty, guarantee, or return policy thereof or associated therewith.

RESELLER MUST CO-OPERATE WITH VIROX.

To ensure the safety and well-being of the end users of the Products, Reseller agrees to co- operate with Virox with respect to any Product recall or other consumer safety information dissemination efforts. Reseller agrees to track the Products it purchases and to store all such the Products at locations in compliance with this Reseller Policy. At Virox’s request, Reseller will provide Virox with (a) a list of all storage locations utilized by Reseller, (b) an inventory of the Products maintained at each such storage location, and (c) physical access for Virox to perform an inventory count to confirm the amounts and locations of Products at Reseller’s stated locations.

RESELLER TO INDEMNIFY VIROX.

Reseller agrees to indemnify, defend and hold Virox harmless from and against any and all claims, actions, damages, losses and expenses (including reasonable attorney’s and other legal fees) (collectively “Losses”) that Virox may incur to the extent that such Losses arise out of or result from (i) a breach of any term or condition in this Reseller Policy by Reseller, (ii) a breach of any representation made or warranty pursuant to this Reseller Policy by Reseller, (iii) any negligent acts or omissions of Reseller, (iv) any personal injury (including death) or illness experienced by any consumer of the Products caused by Reseller’s acts or omissions, (v) any quality or condition of or inherent defect introduced into the Products after the time of delivery to Reseller; or (vi) the conduct of Reseller’s business.

IMPORTANT: IF RESELLER VIOLATES THIS RESELLER POLICY, VIROX MAY:

1. Refuse to accept orders for the Products from Reseller or advise one or more designate distributor with whom the Reseller acquires Products to refuse to accept orders from the Reseller;
2. Prohibit Reseller from using Virox’s name, logos, marketing, and other intellectual property for any sales or marketing;
3. Immediately terminate any or all agreements that Reseller has with Virox or relating to the sale of the Products; and/or
4. Take any and all additional action against Reseller, including legal action, that Virox deems appropriate in the circumstances.

VIROX reserves the right to update and modify this Reseller Policy at any time. The updated Reseller Policy will take effect immediately after the posting or delivery of the updated Policy to Reseller. Reseller’s continued use, advertising, offering for sale, or sale of the Products after the posting or receipt of the new Reseller Policy will be deemed Reseller’s acceptance of the new Reseller Policy. Virox’s sales personnel have no authority to modify or grant exceptions to this Reseller Policy.

If you have questions about this Reseller Policy, please email info@virox.com with the subject line, “Authorized Reseller Policy”.