This Wholesale Distributor Agreement ("Agreement") is entered into between Pupiboo ("Supplier") and the retailer identified above ("Retailer") and sets forth the terms and conditions under which Retailer may purchase and resell Pupiboo products.

Retailer wishes to purchase Pupiboo branded products — including Medallion Washable Pee Pads and Wee Out Cleaning Products — for resale through Retailer's store(s) and/or approved sales channels. This Agreement governs all purchase orders placed by Retailer unless superseded in writing by both parties.

No returns are accepted. All wholesale orders are final.

This Agreement is non-exclusive. Pupiboo products are sold directly on Amazon.com and pupiboo.com, and through other authorized wholesale accounts. Supplier does not offer exclusive territory arrangements. Retailer has no claim to geographic exclusivity of any kind.

Term. This Agreement is effective on the date signed and remains in effect until terminated by either party.

Termination for Convenience. Either party may terminate this Agreement with 30 days' written notice to the other party. Outstanding orders confirmed prior to termination notice will be honored.

Termination for Cause. Supplier may terminate this Agreement immediately, without notice, upon Retailer's material breach, including but not limited to: failure to pay, violation of MAP policy, unauthorized channel sales, or misuse of brand assets.

Effect of Termination. Upon termination, all outstanding invoices become immediately due and payable. Retailer may sell through existing inventory but may not place new orders.

Retailer agrees to keep all wholesale pricing, discount structures, and non-public business terms contained in this Agreement strictly confidential. Retailer shall not disclose this information to any third party, including but not limited to competitors, other retailers, or the general public, without prior written consent from Supplier.

This confidentiality obligation survives termination of this Agreement.

All trademarks, trade names, logos, product designs, patterns, brand assets, and marketing materials associated with Pupiboo are the exclusive property of Supplier. This Agreement does not transfer, assign, or license any intellectual property rights to Retailer beyond the limited right to use approved brand assets solely for the purpose of promoting and selling Pupiboo products in accordance with this Agreement.

Retailer agrees to indemnify, defend, and hold harmless Pupiboo and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Retailer's misuse of Pupiboo products or brand assets; (b) Retailer's breach of this Agreement; (c) Retailer's violation of any applicable law or regulation; or (d) any misrepresentation made by Retailer to its customers regarding Pupiboo products.

Supplier's total liability to Retailer under this Agreement shall not exceed the total amount paid by Retailer for the specific order giving rise to the claim. In no event shall either party be liable for indirect, consequential, incidental, or punitive damages.

Supplier makes no warranty beyond that products conform to their published specifications. All other warranties, express or implied, are disclaimed to the fullest extent permitted by law.

This Agreement shall be governed by the laws of the State of New York, without regard to conflict-of-law principles. The parties agree to first attempt to resolve any dispute informally. If unresolved, disputes shall be submitted to binding arbitration in New York County, New York, under the rules of the American Arbitration Association.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings, negotiations, and representations. No amendment to this Agreement shall be effective unless in writing and signed by both parties. Supplier's wholesale terms and pricing schedule may be updated with 30 days' notice.

By signing below, both parties agree to the terms and conditions of this Wholesale Distributor Agreement.