To protect and promote our brand and reputation for providing high-quality products, Strider Sports International (“SSI”) of Rapid City, South Dakota, USA, has established these Authorized Dealer Terms & Conditions (the “Terms”), effective immediately, which apply to authorized Dealers of SSI products (the “Authorized Strider Products”). By purchasing from SSI for retail sale, you (“Dealer”) agree to adhere to the following terms. Please read these Terms carefully. In addition, all Authorized Dealers must execute a separate SSI Authorized Dealer Agreement. These Authorized Dealer Terms and Conditions are consistent with the SSI Authorized Dealer Agreement.

1. Purchase Orders. Orders for Authorized Strider Products made by Dealer shall be handled pursuant to the then-current product order, shipment, and return procedures, which may be amended by SSI at any time in its sole and absolute discretion. SSI reserves the right to reject any orders, in whole or in part, for any reason. Any additional or different terms proposed by Dealer (including, without limitation, any terms contained in any document incorporated by reference into a purchase order) are rejected and will be deemed a material alteration hereof, unless expressly agreed to in writing by SSI. Furthermore, SSI will not be bound by any “disclaimers”, “click wrap” or “click to approve” terms or conditions now or hereafter contained in any website used by Dealer in connection with the Authorized Strider Products or any sale thereof.
2. Strider Authorized Supply Chain (“SASC”). SSI has established a “Strider Authorized Supply Chain” (SASC). The SASC begins with the initial sourcing of raw materials through manufacturing, testing, and shipping logistics and ultimately ends when the Strider Products are delivered to the end consumer. Only Products that remains in the SASC shall be genuine and Authorized Strider Product. Any break in the SASC or Security Program will result in Non-Genuine and Unauthorized Products. All Authorized Parties in the SASC have duties and responsibilities in order to ensure that only genuine and Authorized Strider Products reach the end consumer. Dealer understands that their role in the SASC is to buy genuine and Authorized Strider Products only from Authorized SSI Partners and once received, secure that Authorized Strider Product in accordance with the Security Program to ensure only genuine and Authorized Strider Products reach their customer, the end consumer.
3. Dealer Status List (“DSL”). SSI maintains a Dealer Status List (“DSL”) of all Dealers who have completed a Dealer Application on SSI’s website. SSI shall notify Dealers of their status on the DSL. SSI’s DSL shall be available and updated through SSI’s Authorized Distributor Portal. SSI has full and complete discretion as to status of any party on the DSL. Any time a Dealer experiences a change in their status on the DSL, SSI shall communicate such change to Dealer and to all Authorized Distributors within seven (7) days.
4. Manner of Sale. Dealer shall sell the Authorized Strider Products only as set forth herein. Sales in violation of the Terms are strictly prohibited and may result in SSI immediate termination of Dealer’s account, in addition to other remedies. Specifically and without limitation, Authorized Strider Products sold to unauthorized persons or through unauthorized channels, including unauthorized websites, shall be immediately deemed non-genuine and Unauthorized Strider Product and shall not be eligible for certain promotions, services, and benefits, including, unless prohibited by law, coverage under SSI’s Product warranties and guarantees. Furthermore, to the extent allowed by law and without limitation to any other disclaimer, SSI expressly disclaims any and all warranties and conditions to Unauthorized Strider Products; Unauthorized Strider Products which are sold via unauthorized Dealers; and Unauthorized Strider Products which are sold not in compliance with SSI ‘s quality control program or policies. Sales to or via Amazon.com and/or Third Party Marketplaces in violation of this Agreement will render Dealer as an Unauthorized Dealer, thereby rendering all held Authorized Strider Products as Unauthorized Strider Products and voiding any and all Product warranties as well as SSI’s product return policies.
   • Dealer shall sell Authorized Strider Products solely to end users of the Authorized Strider Products. Dealer shall not sell to anyone a quantity of the Authorized Strider Products greater than that generally purchased by an individual for personal use.
   • Dealer shall not sell, ship or invoice Authorized Strider Products to customers outside of the United States or to anyone Dealer knows or has reason to know intends to ship the Authorized Strider Products outside of the United States without the prior written consent of SSI.
   • Dealer is permitted to market for sale or sell the Authorized Strider Products through websites owned or operated by Dealer; provided however, that such websites identify Dealer’s full legal name, mailing address, telephone number and email address. SSI, in its sole discretion, may revoke Dealer’s authorization to sell the Authorized Strider Products on such websites at any time, and Dealer shall cease marketing for sale and/or selling the Authorized Strider Products on such website immediately upon notice of such revocation. Dealer shall not sell the Authorized Strider Products on or through any other website, including any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace & Dealer shall not have any involvement with any Drop Ship accounts or Classified Sites, without the prior written consent of SSI, which is granted solely by SSI in its discretion. No SSI employee or agent can authorize online sales through oral statements, other written agreement, or by any other means.
   • Dealer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale, and marketing of the Products.
5. Product Care & Quality Controls. Dealer shall care for the Authorized Strider Products as set forth herein.
   • Product Inspection. Dealer shall inspect the Authorized Strider Products upon receipt and during storage for damage, defects, broken seals, evidence of tampering or other nonconformance (collectively, “Defects”). If any Defects are identified, Dealer must not offer the Authorized Strider Product for sale and must promptly report the Defects to SSI.
   • Product Storage and Handling. Dealer shall exercise due care in storing and handling the Authorized Strider Products, store the Authorized Strider Products in a cool, dry place, away from direct sunlight, extreme heat, and dampness, and in accordance with any additional storage guidelines specified by SSI from time to time.
   • Recalls and Consumer Safety. To ensure the safety and well-being of the end-users of the Authorized Strider Products, Dealer shall cooperate with SSI with respect to any Authorized Strider Product recall or other consumer safety information dissemination effort.
6. Intellectual Property. SSI owns all proprietary rights in and to the SSI brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Authorized Strider Products (the “IP”). Dealer is granted a limited, non-exclusive, non-transferable, revocable license to use the IP solely for purposes of marketing and selling the Authorized Strider Products as set forth herein. This license will cease upon termination of Dealer’s status as an Authorized Dealer. SSI reserves the right to review and approve, in its sole discretion, Dealer’s use or intended use of the IP at any time, without limitation. All goodwill arising from Dealer’s use of the IP shall inure solely to the benefit of SSI.
7. Termination. If Dealer violates any of the Terms, SSI reserves the right to terminate the Terms immediately in addition to all other available remedies. Upon termination, Dealer will immediately lose its status as an Authorized Dealer and shall immediately cease (i) selling the Authorized Strider Products, which will be immediately rendered as Unauthorized Strider Products; (ii) acting in any manner that may reasonably give the impression that Dealer is an Authorized Dealer or has any affiliation with SSI; and (iii) using any IP.
8. Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach the Terms, it is agreed and understood that SSI will have no adequate remedy in money or other damages at law. Accordingly, SSI shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by SSI to exercise any right(s) herein shall constitute a waiver of any provision herein.
9. Miscellaneous. SSI reserves the right to update, amend, or modify the Terms upon written or electronic notice to Dealer. Unless otherwise provided, such amendments will take effect immediately and Dealer’s continued use, advertising, offering for sale, or sale of the Products, use of the IP, or use of any other information or materials provided by SSI to Dealer under the Terms following notice will be deemed Dealer’s acceptance of the amendments. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid. The following provisions shall survive the termination of the Terms: Sections 3 and 7. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.