Fromm International, LLC. Authorized Reseller Policy

Fromm International, LLC. (“Fromm”) hereby adopts this Authorized Reseller Policy (this “Policy”). This Policy applies to Authorized Resellers of Fromm products (the “Products”) in the United States of America. By either receiving this Reseller Policy and providing no notice to Fromm of any objection to its provisions within 30 days of receipt or purchasing Products from Fromm or one of its authorized distributors for retail sale after receipt of this Policy, you (“Reseller,” “you,” or “your”) acknowledge you have read, understood, and agreed to adhere to this Policy. Any refence in this Agreement to you, or Reseller, shall also include any affiliate, subsidiary, parent, successor, or assign, of you, or Reseller, or any person or entity controlled by or in control of any of the foregoing. Please read this Policy carefully. Until such status is otherwise revoked by Fromm, Resellers shall be considered “Authorized Resellers” hereunder. This Policy is effective as of July 1, 2024

The Fromm products covered by this Policy include the following brand: Diane.

Authorized Resellers, subject to the provisions provided herein, shall have the right to: (i) sell the Products, (ii) use Fromm’s intellectual property, including any of its trademarks or copyrights, and (iii) enjoy the benefits and advantages of authentic and authorized Product sales including but not limited to the ability to offer Fromm’s consumer warranty applicable to any of the Products.

  1. Applicability. This Policy applies to all resale of the Products. Regardless as to where the Products were acquired, either directly from the Fromm, through an authorized distributor, or some other procurement method, a Reseller must comply with the terms of this Policy.
  2. Sales to End Users Only. Unless otherwise agreed upon with Fromm in writing, Reseller may only purchase Products for resale to end consumers (including stylists).
  3. No Sales on Online Marketplaces. Without Fromm’s express written consent, Reseller may not advertise or sell the Products online on any e-commerce marketplace platform, specifically including, but not limited to, Amazon, eBay and Walmart. Reseller may sell Products on its own website once confirmation of receipt by Fromm of Reseller’s properly completed Online Seller Application (Exhibit A) is provided.
  4. Characteristics of Authentic Product. The following constitute important and material product features inherent in authentic and verified Fromm Product:
    • Specific design and product finish characteristics resulting in discernable points of difference as compared to competitor products
    • High-quality materials and manufacturing standards as compared to other products similarly positioned in the market
      • Specifically, Fromm manufacturing partners deliver Product that aligns with Fromm’s specific and proprietary product standards
    • Completion of an established quality assurance process through which Products are examined for defects.
    • Coverage under Fromm’s Standardized Return Policy.
      • New and unopened items can be returned within 30 days of delivery for a full refund of the cost of the item. Items must be in new or unused condition for a full refund. Include all original materials in the return. If the return is due to a defective product or the result of a shipping error, Fromm will correct the order at no additional cost.
    • Packaging constructed in compliance with Fromm’s brand and color guidelines in order to communicate proper brand representation to consumers.
    • As applicable, multi-lingual packaging for particular items with cross-cultural appeal.
    • Safety and product use instructions for certain items maintaining intricate features.
  5. Maintenance of Product Packaging and Display. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, SKU or other identifying information on Products or their packaging is prohibited. Reseller may not remove, translate, or modify the contents of any label or literature on or accompanying the Products without prior approval from the Fromm. Reseller shall not advertise, market, display, or demonstrate non-Fromm Products together with the Products in a manner that would create the impression that the non- Fromm Products are made by, endorsed by, or associated with Fromm.
  6. Trademarks; Copyrights. Reseller has a limited, non-exclusive, non-sublicensable, revocable license to use Fromm’s trademarks and copyrights in connection with the sale of the Products. Reseller shall not alter, modify, or change any trademark or copyright, nor shall Reseller use any trademark or copyright other than for the promotion and sale of the Products, nor shall Reseller use any trademark or copyright in any manner that negatively impacts such trademark or copyright or the Fromm. Failure to comply with the Policy will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. Fromm reserves the right to revoke this license at any time for any or no reason.
  7. Product Inspection. Promptly upon receipt of the Products, Reseller agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Fromm.
  8. Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller agrees to cooperate with Fromm with respect to any Product recall or other consumer safety information dissemination efforts.
  9. Product Loss and Theft. If any significant quantity of Products purchased by Reseller are lost or stolen, Reseller will promptly report such event to Fromm.
  10. Report Unauthorized Resellers. If Reseller has information or reasonably suspects that any person is purchasing and reselling or distributing Products in a manner not authorized by Fromm or in violation of this Policy, Reseller must promptly notify Fromm.
  11. Other Information, Documents and Reports. Reseller must provide Fromm with any supplemental information, documents and reports that Fromm may request in order to validate Reseller’s compliance with this Policy and to support Fromm’s warranty support and customer support obligations and initiatives.

RESELLERS WHO FAIL TO COMPLY WITH THE FOREGOING TERMS FORFEIT THE RIGHT TO SELL THE PRODUCTS.