Authorized Reseller & Sales Channel Policy

This Authorized Reseller & Sales Channel Policy (“Policy”) establishes the authorized resale practices and sales channels for products purchased from Designer Trends Inc. (“Company”).

This Policy is intended to protect the Company’s brands, intellectual property, product integrity, authorized distribution network, official ecommerce channels, product listings, and customer experience.

This Policy applies to distributors, wholesalers, dealers, retailers, resellers, and other persons or businesses purchasing Covered Products directly or indirectly for resale (“Resellers”).

This Policy applies to all products offered through or purchased from the Company’s wholesale catalog (“Covered Products”), including products sold under:

• Eagle Shoe Care
• Leather Hero
• Toe Armor
• Any other brand, product line, or product offered by the Company for wholesale distribution now or in the future

Unless otherwise stated by the Company in writing, products subsequently added to the Company’s wholesale catalog will automatically constitute Covered Products under this Policy.

Subject to this Policy and any other applicable agreement with the Company, Resellers may resell Covered Products:

• Through their own physical retail locations;
• Through their own independently operated retail website under their own business identity and domain; and
• Through other sales channels expressly authorized by the Company in writing.

Purchasing Covered Products from the Company, including purchasing at wholesale or distributor pricing, does not grant authorization to sell those products through any Restricted Marketplace.

Unless expressly authorized by the Company in writing, Resellers may not list, advertise for sale, offer for sale, sell, or otherwise make Covered Products available for purchase through:

• Amazon or Amazon Marketplace;
• Walmart Marketplace;
• TikTok Shop; or
• Any additional third-party marketplace, ecommerce marketplace, or social-commerce marketplace subsequently designated by the Company as restricted.

The Company may designate additional Restricted Marketplaces by providing written or electronic notice to its Resellers or by publishing an updated version of this Policy.

This restriction applies regardless of:

• The price at which the product is offered;
• Whether an existing Company listing or a newly created listing is used;
• Whether the product is sold individually, as part of a multipack, or as part of a bundle;
• Whether the Reseller uses its own seller account or another person’s or entity’s account; or
• Whether the Reseller identifies itself as the seller or uses a third-party fulfillment or sales arrangement.

A Reseller may sell Covered Products through a Restricted Marketplace only after receiving express prior written authorization from the Company for that marketplace.

Marketplace authorization may be limited to specific brands; products or SKUs; seller accounts; storefronts; marketplaces; territories; time periods; or other conditions determined by the Company.

Authorization for one marketplace does not constitute authorization for any other marketplace. Authorization is non-transferable and may not be assigned, sublicensed, shared, or extended to another person, company, storefront, or seller account.

The Company may condition marketplace authorization on disclosure of information such as seller account name; storefront name; seller ID or merchant ID; marketplace URL; business entity operating the account; and Covered Products being offered.

The Company may modify or revoke marketplace authorization in writing.

Covered Products must be resold under the original brand identity under which they were manufactured, packaged, and supplied by the Company.

Resellers may not remove, cover, obscure, replace, alter, or materially modify any brand name, trademark, logo, product name, product label, packaging, instructions, warning, barcode, lot code, date code, or other identifying information appearing on or accompanying a Covered Product.

Resellers may not rebrand, private label, white label, relabel, rename, or otherwise represent a Covered Product as a product of the Reseller or any third-party brand without the Company’s prior written authorization.

For example, a Reseller purchasing an Eagle Shoe Care product may resell that product as an authentic Eagle Shoe Care product through an authorized channel, but may not relabel or market the product as a product manufactured, developed, or owned by the Reseller.

A Reseller may identify itself as the retailer or seller of a Covered Product but may not represent or imply that it:

• Manufactured the Covered Product;
• Owns the underlying product or brand;
• Developed or formulated the Covered Product;
• Is the exclusive distributor of the Covered Product;
• Is the Company;
• Operates an official Company or brand storefront; or
• Has a special relationship with the Company beyond the relationship actually authorized in writing.

Unless expressly authorized by the Company in writing, Resellers may not:

• Repackage Covered Products into the Reseller’s own branded packaging;
• Transfer the contents of a Covered Product into another container;
• Alter the formulation, contents, quantity, or components of a Covered Product;
• Create a private-label version of a Covered Product;
• Remove Covered Products from their original retail packaging for resale;
• Create unauthorized kits or multipacks that alter or conceal the original brand identity; or
• Combine Covered Products with other products in a manner that falsely suggests the resulting product or kit was manufactured, approved, sponsored, or produced by the Company.

Resellers must maintain Covered Products in a condition consistent with their intended retail sale and comply with applicable product handling, storage, transportation, safety, and labeling requirements.

Resellers may not knowingly sell Covered Products that are counterfeit; adulterated; materially damaged; opened or used while represented as new; improperly stored; tampered with; materially altered; expired, where an expiration requirement applies; or otherwise unsuitable for sale as authentic new Company products.

Resellers must comply with applicable laws and product-specific requirements relating to the transportation, storage, handling, and sale of Covered Products, including requirements applicable to regulated or hazardous materials when applicable.

A Reseller may not directly or indirectly circumvent this Policy.

Prohibited circumvention includes selling Covered Products through an affiliated or related business; a DBA or alternate business name; another seller account; an employee; an owner, officer, contractor, or agent; a third-party marketplace seller; a consignment arrangement; a broker; another reseller; or any other person or entity acting for or on behalf of the Reseller — when the purpose or result is to place Covered Products onto a Restricted Marketplace without Company authorization.

Distributors and wholesalers may resell Covered Products to legitimate retailers and other Resellers, subject to this Policy.

A distributor or wholesaler may not knowingly supply Covered Products to a customer that:

• Intends to sell Covered Products through a Restricted Marketplace without authorization;
• Has previously been identified by the Company as an unauthorized marketplace seller;
• Is purchasing products for the purpose of circumventing this Policy; or
• Intends to rebrand, private label, materially alter, or divert Covered Products.

Distributors and wholesalers must communicate applicable resale and marketplace restrictions to their downstream Resellers. Where commercially reasonable, distributors and wholesalers selling Covered Products for further resale must incorporate marketplace restrictions materially consistent with this Policy into their downstream resale terms.

Notice from the Company that a particular customer or account is engaged in unauthorized resale will constitute notice to the applicable distributor or wholesaler for purposes of future sales.

Resellers may not knowingly purchase, sell, transfer, or distribute Covered Products for the purpose of diverting those products into unauthorized sales channels.

Covered Products may not knowingly be supplied to another person or business when the Reseller knows or reasonably should know that the recipient intends to place the products onto a Restricted Marketplace in violation of this Policy.

The Company may suspend or discontinue sales to a Reseller that the Company reasonably determines is a source of unauthorized marketplace inventory or is facilitating diversion of Covered Products.

Resellers must maintain commercially reasonable records sufficient to identify their purchases and sales of Covered Products.

In connection with a reasonable investigation into suspected marketplace diversion, counterfeit products, unauthorized resale, product tampering, product recalls, safety concerns, or material violations of this Policy, the Company may request information reasonably necessary to trace the affected inventory through the distribution chain. Such information may include the applicable product or SKU; quantity; purchase date; order or invoice number; customer or supplier involved; shipment information; and marketplace seller or storefront information.

Resellers must reasonably cooperate with legitimate Company investigations relating to Covered Products purchased from or supplied through the Reseller.

Resellers must comply with Company-issued product recalls, stop-sale notices, safety notices, or other product withdrawal instructions applicable to Covered Products.

Upon receiving such notice, the Reseller must promptly cease sale of affected inventory and reasonably cooperate with the Company regarding identification, isolation, return, disposal, or other handling of affected products.

All trademarks, trade names, logos, copyrights, trade dress, product photography, packaging, product descriptions, listing content, and other intellectual property associated with Covered Products remain the property of their respective owners. The purchase or resale of Covered Products does not transfer ownership of Company or brand intellectual property.

Resellers may use Company trademarks and Company-approved marketing materials only to the extent reasonably necessary to accurately identify and promote genuine Covered Products through authorized sales channels.

Without prior written authorization, Resellers may not:

• Register a Company trademark or confusingly similar term;
• Use a Company brand name in a business name in a manner suggesting ownership or official affiliation;
• Create a marketplace storefront that purports to be an official Company or brand storefront;
• Register a domain name or social-media account that falsely suggests it is owned or operated by the Company or one of its brands; or
• Make false or misleading statements concerning the Reseller’s relationship with the Company.

A Reseller authorized to sell through a Restricted Marketplace must comply with all conditions of its marketplace authorization.

Authorized marketplace Resellers may not create or modify listings in a manner that:

• Misidentifies the product;
• Changes the brand identity;
• Contains materially inaccurate product information;
• Makes unauthorized performance, safety, or product claims;
• Misrepresents package quantity or contents;
• Creates consumer confusion regarding the manufacturer or brand owner; or
• Otherwise materially misrepresents a Covered Product.

The Company may require correction or removal of inaccurate or unauthorized marketplace content relating to Covered Products.

This Policy does not establish a minimum resale price, minimum advertised price, or required retail price. Resellers independently determine the prices at which they advertise and sell Covered Products through their authorized sales channels.

The restrictions contained in this Policy concern where and how Covered Products may be resold and represented, not the retail price selected by the Reseller.

The Company will independently determine whether a violation of this Policy has occurred and what action, if any, is appropriate. Depending on the circumstances, the Company may:

• Require removal of an unauthorized listing;
• Require cessation of unauthorized resale activity;
• Suspend pending or future orders;
• Refuse additional orders;
• Restrict access to particular brands or products;
• Revoke marketplace authorization;
• Revoke wholesale or authorized-reseller status;
• Terminate the business relationship; or
• Pursue other remedies available under applicable agreements or law.

Nothing in this Policy requires the Company to provide a warning, cure period, or progressive series of sanctions before taking action. A Reseller’s continued ability to purchase Covered Products is determined by the Company.

Failure by the Company to enforce any provision of this Policy in a particular instance does not constitute a waiver of that provision or prevent the Company from enforcing the Policy in the future.

Authorization, exceptions, or accommodations granted to one Reseller do not create an entitlement to the same authorization, exception, or accommodation for another Reseller.

Where this Policy requires “written authorization,” authorization must come from a representative of the Company with authority to approve the applicable exception.

Statements or representations from sales representatives, brokers, other distributors, or other third parties do not constitute Company authorization unless confirmed by the Company in writing. Email or other documented electronic communication from an authorized Company representative may constitute written authorization.

The Company may amend or replace this Policy from time to time. Updated Policies may be published through the Company’s wholesale website or portal; delivered electronically to affected customers; incorporated into updated Wholesale Terms and Conditions; or otherwise communicated in writing.

The effective date of each version will be identified in the Policy.

This Policy supplements the Company’s Wholesale Terms and Conditions; distributor agreements; reseller agreements; marketplace authorizations; and other applicable written agreements.

Where a separate written agreement between the Company and a Reseller contains more specific restrictions or permissions concerning a particular sales channel, the specific written agreement will control to the extent of the conflict.

Questions concerning this Policy or requests for marketplace authorization should be directed to the Company’s designated wholesale contact at support@eagleshoecare.com.

No marketplace, private-label, rebranding, repackaging, or other exception should be assumed unless expressly authorized by the Company in writing.