OKLAHOMA EMBROIDERY SUPPLY & DESIGN LLC AUTHORIZED RETAILER POLICY FOR THE UNITED STATES Effective Date: May 1, 2024 This Oklahoma Embroidery Supply & Design Authorized Retailer Policy for the United States (“Retailer Policy”) is issued by Oklahoma Embroidery Supply & Design LLC (“OESD”) and applies to Authorized Retailers of OESD® branded sewing, quilting and embroidery products and accessories (“Product(s)”) in the United States of America.1 By purchasing Products from OESD or a OESD Authorized Distributor for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and OESD. Until such status is otherwise revoked by OESD, in OESD’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer.” OESD may review Retailer’s activities for compliance with this Retailer Policy, and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of the Products. 1. Authorized Customers. Retailer is authorized to sell Products only to End Users. An “End User” is a purchaser of the Products who is the ultimate consumer of the Products and who does not intend to resell the Products to any third party. Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Retailer shall not sell, ship, or promote the Products outside the United States of America without OESD’s prior written consent. 2.
Online Sales.
(a) Retailer is authorized to offer for sale and sell Products through Permissible Public Websites in accordance with the terms herein. A “Permissible Public Website” is a website or mobile application that: (i) is operated by Retailer in Retailer’s legal name or registered fictitious name; (ii) is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Etsy, Facebook Marketplace, Target+, and Walmart Marketplace); (iii) has been registered through the OESD Authorized Online Seller Registration Form found at https://wkf.ms/44yhQjm; and (iv) is operated in compliance with the terms and conditions set forth in the OESD LLC Online Sales Guidelines, attached as Exhibit A, as OESD may amend from time to time. (b) Retailer shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of OESD. (c) OESD reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to sell Products on the Permissible Public Websites, and Retailer must cease all such sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Retailer Policy supersede any prior agreement between OESD and Retailer regarding the sale of the Products online. 1 Please note that OESD may offer and/or sell web-based training, digital downloads, USBs, or similar products that come with their own license. The terms of this Retailer Policy are not intended to, and do not, replace, or modify licenses or similar terms applicable to digital products. For instance, you may not download and resell or distribute digital downloads. Should you like rights in addition to the rights in the licenses accompanying these products (e.g., multi-user licenses, rights for distribution, or other rights), please email:sales@oesd.com.