Dealer Terms and Conditions

1. Parties and scope

These Dealer Terms and Conditions (the "Terms") are between Ann Michell Corp ("Ann Michell," "we," "us," or "our") and the person or business applying for or using an Ann Michell wholesale dealer account ("Dealer," "you," or "your"). These Terms apply to your dealer account, wholesale purchases, advertising, marketing, and resale of Ann Michell products ("Products"). If a signed written dealer agreement conflicts with these Terms, the signed agreement controls only to the extent of that conflict.

2. Eligibility and account approval

You represent that you are a legitimate business, are authorized to enter into these Terms, and will provide accurate and current business, contact, tax, resale, and payment information. Dealer accounts are subject to our approval and are not transferable. Approval is a privilege, not a franchise, exclusive territory, agency, employment, partnership, or joint venture.

You are responsible for all activity under your account and for protecting account credentials. You must promptly notify us of unauthorized access or material changes to your business.

3. Authorized sales channels

You may resell Products only through the physical locations, websites, social accounts, and other channels disclosed to and approved by Ann Michell. You may not sell Products through third-party marketplaces, auction sites, social-commerce marketplaces, or accounts owned by another person without our prior written authorization. Examples include Amazon, Walmart Marketplace, eBay, TikTok Shop, Temu, and similar platforms.

You may not divert Products to another reseller, wholesaler, distributor, exporter, or unauthorized marketplace seller. You must purchase Products directly from Ann Michell or another source we authorize in writing and may sell only genuine Products in their original, unaltered condition and packaging.

4. Minimum Advertised Price (MAP) Policy

Purpose. Ann Michell invests in product quality, dealer support, customer education, and the reputation of its brand. This MAP Policy is intended to support service-based competition and a consistent brand presentation.

MAP prices. Products covered by MAP and their current minimum advertised prices appear in the MAP price list made available in the dealer portal or otherwise provided by Ann Michell in writing. The applicable MAP is the price in effect when an advertisement is published or displayed. We may add or remove Products or revise MAP prices prospectively by publishing or sending an updated list.

Advertisements covered. "Advertising" includes any public or customer-facing price communication, including:

• Dealer websites, landing pages, product feeds, mobile applications, and online catalogs;
• Search, display, social-media, influencer, affiliate, email, SMS, and direct-message promotions;
• Marketplace listings, shopping feeds, sponsored listings, and comparison-shopping results;
• Print, television, radio, signage, flyers, and other promotional materials; and
• Coupon codes, rebates, gift cards, bundles, strike-through pricing, or other offers where the advertised net price of a covered Product can be determined.

MAP violations. It is a violation to advertise a covered Product below its current MAP, or to use language or devices that communicate an immediately ascertainable below-MAP price, including "click for lower price," automatically applied discounts, or Product-specific coupons, unless Ann Michell has authorized the promotion in writing. Shipping offers, sales tax treatment, and bona fide loyalty rewards that do not communicate a below-MAP Product price are not violations unless used to evade this Policy.

Bundles and sitewide promotions. A bundle containing a covered Product must not advertise an effective price for that Product below MAP. A genuine sitewide promotion may be used only when it is not designed to target or disproportionately discount covered Products and does not display a below-MAP price for a covered Product. Written Ann Michell promotional guidance controls during approved promotional periods.

Final resale prices remain independent. This Policy applies only to advertised prices. Each Dealer remains independently free to determine the actual price at which it sells Products, including an in-cart or individually negotiated selling price that is not publicly advertised. Ann Michell does not request, accept, or seek Dealer agreement concerning actual resale prices.

Monitoring and enforcement. Ann Michell may monitor advertised prices directly or through third parties. We decide independently whether a violation occurred and what action to take. Depending on the circumstances, action may include a notice, removal of promotional support, order cancellation, account suspension, or immediate termination of Dealer status. Repeated, intentional, deceptive, marketplace-related, or brand-damaging violations may result in termination without a prior warning or cure period. Failure to enforce this Policy in one instance does not waive future enforcement.

Questions about the MAP Policy must be directed to sales@annmichellinfo.com. Sales representatives are not authorized to negotiate, waive, or modify the Policy orally.

5. Brand, intellectual property, and product presentation

Ann Michell grants you a limited, revocable, non-exclusive, non-transferable license during your approved status to use current Ann Michell names, logos, and approved product assets solely to market genuine Products. You must follow our brand guidance, accurately describe Products, and stop using our intellectual property when requested or when your account ends.

You may not alter Products or labels, remove serial or tracking information, register confusingly similar names or domains, imply that you are Ann Michell, make unauthorized medical or performance claims, or use outdated, misleading, unlawful, or low-quality marketing materials.

6. Orders, pricing, and payment

Wholesale prices, minimums, discounts, availability, and payment requirements are those shown in the dealer portal or confirmed by us when an order is accepted. Submission of an order does not require us to accept it. We may reject, limit, hold, or cancel an order for inventory, credit, suspected diversion, policy compliance, fraud prevention, or other legitimate business reasons.

Unless we approve written credit terms, payment is due when ordered. Dealers with credit terms must pay each invoice by its due date. You are responsible for lawful taxes, duties, fees, chargebacks, collection costs, and other amounts associated with your purchases or resale activities, except taxes imposed on Ann Michell's net income. Past-due balances may cause order holds, suspension, termination, and any lawful interest or collection remedies stated on the invoice.

7. Shipping, inspection, returns, and recalls

Shipping dates are estimates unless we expressly agree otherwise in writing. Risk of loss and title pass as stated in the applicable order confirmation or shipping terms. You must inspect shipments promptly and report shortages, shipping damage, or incorrect items within the period stated in our then-current wholesale return policy. Returns require authorization and must satisfy that policy.

You will reasonably cooperate with Product safety notices, withdrawals, and recalls, including stopping sales, preserving records, contacting customers when legally required, and returning or disposing of affected Products as instructed.

8. Dealer operations and legal compliance

You are solely responsible for your business operations and compliance with applicable advertising, consumer-protection, privacy, accessibility, tax, licensing, product, export, sanctions, and other laws. You must maintain complete purchase and sales records for at least three years and provide records reasonably necessary to investigate authenticity, diversion, recalls, or compliance with these Terms.

9. Confidential information

Non-public wholesale pricing, portal content, product plans, customer or business information, sales materials, and other information identified as confidential or that reasonably should be understood as confidential may be used only for the dealer relationship. You must protect it using reasonable care and may disclose it only to personnel who need it and are bound to protect it. This section does not cover information that becomes public without your breach, was lawfully known without restriction, or is independently developed.

10. Suspension and termination

Either party may end the dealer relationship at any time by written notice. Ann Michell may immediately suspend access, cancel pending orders, withhold dealer benefits, or terminate the account for a MAP violation; unauthorized marketplace sales or diversion; counterfeit, altered, or misrepresented Products; nonpayment; fraud; unlawful conduct; misuse of intellectual property; breach of confidentiality; conduct likely to harm customers or the Ann Michell brand; or any other material breach of these Terms.

Upon termination, all amounts owed become due, portal access and intellectual-property rights end, and you must stop representing yourself as an authorized Ann Michell dealer. Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, limitations of liability, indemnification, and dispute provisions. Termination does not require Ann Michell to repurchase inventory unless required by law or agreed in writing.

11. Disclaimer and limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR ANY EXPRESS WRITTEN PRODUCT WARRANTY, PRODUCTS, PORTAL ACCESS, AND DEALER MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." ANN MICHELL DISCLAIMS IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANN MICHELL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, REVENUE, DATA, BUSINESS, OR GOODWILL. ANN MICHELL'S TOTAL LIABILITY ARISING FROM THE DEALER RELATIONSHIP WILL NOT EXCEED THE AMOUNT THE DEALER PAID ANN MICHELL FOR THE PRODUCTS GIVING RISE TO THE CLAIM DURING THE SIX MONTHS BEFORE THE EVENT. THESE LIMITS DO NOT APPLY WHERE LIABILITY CANNOT LAWFULLY BE LIMITED.

12. Indemnification

You will defend, indemnify, and hold harmless Ann Michell and its affiliates, officers, employees, and agents from third-party claims, losses, penalties, liabilities, and reasonable legal fees arising from your advertising, sales practices, unauthorized claims or warranties, modification or misuse of Products, legal violations, negligence or willful misconduct, or breach of these Terms. This obligation does not apply to the extent a claim results from Ann Michell's own negligence or willful misconduct.

13. Governing law and venue

These Terms are governed by the laws of the State of Florida, without regard to conflict-of-law rules. Subject to any law that requires otherwise, the state and federal courts located in Miami-Dade County, Florida will have exclusive jurisdiction, and each party consents to that venue.

14. Changes, notices, and general terms

We may revise these Terms prospectively by posting an updated version in the dealer portal or providing electronic notice. If a change is material, we may require renewed acceptance. Continued use of the dealer account or placement of an order after the effective date constitutes acceptance to the extent permitted by law.

Notices to Ann Michell must be sent to sales@annmichellinfo.com. We may send notices to the email or address associated with your account. You may not assign your rights or obligations without our written consent. Our failure to enforce a provision is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue. These Terms and any incorporated written policies are the entire agreement concerning their subject matter.

15. Electronic acceptance

By checking the acceptance box and submitting a dealer application, you confirm that you have read and agree to these Terms and have authority to bind the Dealer. You consent to electronic records and signatures. Ann Michell may retain the accepted version, date and time, IP address, and related account information as evidence of acceptance.