Terms and Conditions

JUUL Labs, Inc. Standard Terms and Conditions of Sale for Reseller Customers

Effective Date: October 2017

IMPORTANT: Please read the following terms before placing your order.

1. Terms of Sale. These Standard Terms and Conditions of Sale (“Terms”) apply to all purchase orders accepted by JUUL Labs, Inc. (“JUUL”, “we”, or “us”) from reseller customers (“Customer” or “you”) for JUUL products (the “Products”). We will handle your information consistent with JUUL’s Privacy Policy, which is incorporated into these Terms by reference.  
2. Eligibility and Registration for Purchase. These Terms form a contract between you and JUUL. You must read and agree to these terms before making a purchase. If you do not agree, you may not make a purchase. You may make a purchase only if you can form a binding contract with JUUL, and only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. Any purchase by anyone under 18 is strictly prohibited and in violation of these Terms. Products are not available for purchase for resale purposes by any Customers JUUL to whom has previously refused sales.  
3. Refusal of Sales. We reserve the right to refuse purchases for any reason that we deem necessary, or for no reason. In the event we refuse a purchase to you, your only option is to request review by contacting JUUL via the Contact Form.  
4. Purchase Prices/Taxes/Payment. All purchase prices for Products (“Purchase Prices”) are F.O.B. Destination for first time Customers. For Customers who have saved their credit card information with JUUL from prior purchases, Purchase Prices are F.O.B. Origin). Purchase Prices do not include any federal, state or local sales, use or other similar taxes (i.e. excise tax), however designated. Customer shall be responsible for providing JUUL with any applicable resale certificates and other licenses (i.e. tobacco resale forms) in a form requested by JUUL. All payments, unless alternative arrangements have been made, must be made via credit card, which will be charged upon shipment of the Products. JUUL shall have the right, in its sole discretion, to change Product warranties, payment terms and prices at any time, with no prior notice.  
5. Orders and Acceptance. Customer orders are subject to the terms of JUUL’s published Ordering Guides for Products and applicable JUUL product “JUUL Reseller Policy” as JUUL may revise those Ordering Guides or Policies from time to time, and Customer agrees to comply with and adhere to JUUL's requirements and procedures in such Ordering Guides or Policies when placing orders. Notwithstanding anything to the contrary herein, no order shall be binding upon JUUL until an Item Fulfillment document has been issued by JUUL.  
6. Shipping. JUUL shall endeavor to ship accepted orders within a reasonable time. However, shipping or delivery dates set forth in any JUUL order acknowledgement or other document shall be deemed to be estimates only. In no event shall JUUL have any liability to Customer for any damages or losses because of any delays in shipment or delivery, or any error in the filling of orders. In the event any delivery is refused by Customer, the purchase order will be deemed cancelled and Customer shall be liable to JUUL for return freight plus a 10% repackaging/restocking charge, and JUUL may charge Customer’s credit card on file or invoice Customer for said amount.  
7. Inspection and Acceptance. Customer shall have three (3) business days from the time Customer receives the Products to inspect them for damage, incorrectness, or incompleteness. Failure of Customer to reject the Products as non-conforming to the applicable purchase order in writing to JUUL within such time period constitutes acceptance of the Products. In the event of a rejection, Customer shall notify JUUL as soon as practicable, but in no case later than the previously mentioned three (3) business days. Customer and JUUL will use good faith efforts to determine the origin of damage and, if attributable to JUUL, select one of the following options: (i) have the damaged Products replaced at JUUL’s expense, or (ii) have the Products returned to JUUL at JUUL’s expense, with JUUL to promptly credit the Products’ price to Customer’s account against future purchases. JUUL does not repair damaged devices nor does JUUL provide spare parts for repair. Except as expressly set forth in this paragraph, Products ordered by Customer are not cancellable, returnable or refundable unless otherwise agreed to in writing by the parties.  
8. Reports. Customer agrees to furnish sales reports reasonably requested by JUUL, including, but not limited to, reports of sales volume, daily sales, forecasts, business plans, suspicious activity or fraud alerts and inventory by product type.  
9. End User Consumers. JUUL provides end user consumers with a limited warranty. In the event that Customer receives any warranty claims, complaints or other inquiries from end user consumers, Customer shall promptly forward or direct such claims, complaints or inquiries to JUUL. Customer shall not provide any warranty service or support to End User Consumers without the prior written approval of JUUL. Customer shall not make any representations to end user consumers about any limited warranties provided by JUUL.  
10. Product Resale or Other Exploitation Prohibited. You agree that you are purchasing Products for resale to end user consumers in a retail location (not online or any digital marketplace), and you agree not to: (i) consume any purchased Products except as an end user consumer yourself; (ii) sell, resell, distribute or make available to others, or otherwise use or exploit for any purposes (including, without limitation, in contests, sweepstakes and/or giveaways) any portion of any Products purchased under these Terms or an applicable purchase order except in each case to the extent expressly authorized hereunder or by a separate written agreement with JUUL. Any person or entity that sells, resells, distributes or makes available to others, or otherwise uses or exploits any Products or services without such prior written permission may be subject to civil action and/or criminal penalty, as prescribed by law.  
11. No Warranty. THE PRODUCTS ARE PROVIDED TO CUSTOMER "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMJUULED, AND JUUL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.  
12. Use of JUUL Brand of Products. By placing an order with JUUL, Customer acknowledges that JUUL developed the JUUL Brand of Products and other similarly branded versions of vaporizers to be used by end user consumers that are adult smokers in accordance with applicable law. JUUL strongly encourages resellers to adopt a robust age verification and compliance procedure when selling JUUL products. JUUL works to monitor age compliance with its resellers.
     
13. No Reverse Engineering. You expressly agree that you are prohibited from the following: reproducing, copying, modifying, adapting, translating, reverse engineering, and/or creating derivative works of, in whole or in part, the Products.  
14. Ownership by JUUL. Customer acknowledges the exclusive ownership by JUUL of all intellectual property rights in and relating to the Products, including without limitation all trademarks and copyrights on the Products (“Marks”). Customer hereby is granted a limited, revocable, non-exclusive, non-transferable privilege of using the Marks only in connection with Customer’s sales and promotion of the Products. All use of the Marks by Customer shall be in strict conformance with JUUL’s brand and trademark usage guidelines in effect from time to time and available from JUUL. In any instance in which Customer utilizes any Marks in advertising or other promotional materials, such materials shall indicate prominently that the Marks are owned by JUUL. JUUL shall have the continuing right upon request to review all uses of any of the Marks as well as the right to inspect any materials, properties, products or documentation connected with Customer’s use of the Marks. Customer agrees to forego any objectionable use of the Marks upon written notification to Customer from JUUL.  
15. Compliance with Law; Indemnification. You agree that your use of any Products will comply at all times with all applicable laws and regulations, in all relevant jurisdictions worldwide, including without limitation laws and regulations related to product use; resale; and marketing, advertising, and/or other forms of promotion. You agree to indemnify, defend, and hold harmless JUUL and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, liabilities, damages, losses, obligations, costs or debt, expenses (including reasonable attorney’s fees), regulatory penalties and enforcement actions arising out of or in connection with: (i) your use of and access to any Products or services, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the obligations, representations, and/or warranties herein or your obligations under this Section 16; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any information that is submitted by you or on your behalf hereunder, including without limitation misleading, false, or inaccurate information; or (vi) your willful misconduct.  
16. Limitation of Liability. In no event will JUUL's total cumulative liability, if any, in connection with sale of the Products or otherwise arising under these Terms, from all causes of action of any kind, including tort, contract, negligence, strict liability and breach of warranty, exceed the invoice price of the Products claimed to be defective. In no event shall JUUL be liable to Customer for any special, consequential, incidental, or indirect damages, however caused, on any theory of liability, and whether or not such party has been advised of the possibility of such damages. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. No lawsuit, arbitration or other proceeding for breach of these Terms, other than a claim against Customer for failure to pay invoices, may be brought by either party against the other more than one (1) year after the cause of action arises. No claim/chargeback, action, or demand may be brought by Customer more than one year after date of invoice. Customer will pay all costs, including reasonable attorney fees and costs and court costs, incurred in any collection proceeding that was initiated as a result of Customer's default on a payment to JUUL, or in connection with the enforcement of any other term of these Terms whether or not suit is filed.  
17. Governing Law and Jurisdiction. These Terms shall be governed by the laws of the State of California, without reference to conflicts of law principles. Customer consents to the exclusive jurisdiction of the state or federal courts located in San Francisco County, California for the resolution of any dispute arising out of or relating to these Terms. Such consent does not preclude JUUL from initiating litigation in any other appropriate forum.  
18. Entire Agreement. These Terms, together with the purchase orders, policies, agreements, and documents expressly incorporated by reference herein, set forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them. No terms set forth in any Customer documentation shall be of any force or effect, and all such terms are hereby rejected, unless accepted in writing by JUUL. JUUL may update these Terms from time to time. We will provide you written notice of any proposed change by requesting that you re-accept these Terms. If you do not wish to accept any proposed change, please notify JUUL immediately and stop purchasing Products. If you do not so notify us of your rejection after receiving notice of a proposed change, you will be deemed to have accepted it.  

JUUL LABS AUTHORIZED RESELLER PROGRAM POLICY

This JUUL Labs Authorized Reseller Policy (“Reseller Policy”) contains the terms and conditions applicable to all customers that purchase portable vaporization products and accessories manufactured by JUUL Labs, Inc. (the “Company”) for resale. Please read it carefully because it impacts your relationship with the Company.

Definitions Capitalized terms shall have the meaning described herein. The following definitions shall apply in this Reseller Policy:

“Authorized Resellers” shall be defined as Resellers that have agreed to comply with the terms of this Reseller Policy and that have complied with the terms of this Reseller Policy.

“Authorized Sub-Distributors” shall be defined as any Reseller, other than a Retailer or Distributor, which may, pursuant to the Company’s written authorization only, purchase Company Products from a Distributor and sell Company Products to other Resellers.

“Distributor” shall be defined as any Reseller that has entered in a written contract with the Company to buy Company Products directly from the Company and which may, pursuant to written authorization from the Company, sell Company Products to Retailers and Authorized Sub-Distributors.

“Company Products” shall mean portable vaporization products and accessories manufactured by the Company.

“NTM Flavors” shall be defined as those products that are non-tobacco and non- menthol- based flavored Company Products which the Company shall identify and update from time to time.

“Reseller” shall mean any Distributor, Authorized Sub-Distributor, or Retailer that purchases Company Products for resale.

“Retailer” shall be defined as any Reseller that sells Company Products directly to end user consumers through brick-and-mortar Stores and/or other physical locations.

“Store” shall be defined as an individual retail location of a Retailer.

Policy Terms All Resellers must comply with the applicable terms of this Reseller Policy. Failure to comply with all of the applicable terms of this Reseller Policy may result in escalation of penalties up to and including suspension or termination of your business relationship with the Company and a notification of all Authorized Resellers of the revocation of your status as an Authorized Reseller. This Reseller Policy is subject to change by the Company in its sole discretion.

1. Maintain Current Business Information. Disclose All Locations That Carry Company Products and Conduct Sales from a Commercial Business Address.

All Resellers must maintain accurate and up-to-date company information and disclose all retail locations or Reseller customers that carry Company Products throughout the term of the Reseller relationship with the Company.

Qualifying retail locations can only be physical brick-and-mortar Stores and may not sell Company Products online. Each Store associated with a Reseller must also adhere to the terms and conditions of this Reseller Policy. Retailers may not use or provide a delivery service unless subject to a separate agreement with the Company.

Retailers must conduct sales of Company Products only from a commercial business address. If the Company discovers that the Retailer is conducting business from a non-commercial address, the Company will notify the Retailer in writing. The Retailer must provide the following information within two (2) weeks of receipt of the notice: (i) the correct business address and (ii) a copy of one of the following official documents: (a) utility bill of the registered commercial business address, (b) official business license and/or reseller permits, (c) certification of incorporation (if applicable), or any other business registration document with the correct commercial business address and name of sole or co-owner. Accounts identified as selling from a non-business address that do not address the violation within the 2-week period will be suspended indefinitely pending corrective action.

2. Security Measures for Age Verification and Fraud Protection

Company Products are age-restricted products and Retailers must implement and have in place, prior to selling any Company Product, a robust age-verification system and policies to ensure age verification occurs during each sale of Company Products, in compliance with relevant laws and regulations (referred to herein as “Age Verification Policies”). The Company will monitor for such compliance through review of FDA enforcement actions and controlled monitoring by the Company. If a Retailer does not conduct appropriate age verification, the Company will institute appropriate enforcement measures as described below. Enforcement measures may include remediation training (at Retailer’s cost), restriction or suspension of the supply of Company Product to Retailer, or termination of the Retailer relationship. Retailer must also ensure industry- standard security and fraud protection measures are in place, including authorized territory shipping restrictions and customer fraud resolution procedures.

3. Required Training and Enforcement

Reseller represents and warrants that all individuals, including all employees of any Reseller, that sell or are involved in the commercialization of Company Products are trained at regular intervals on proper sales techniques for regulated products, including required age verification and product placement (for Retailers, examples include: WeCard Training, FDA “This is our watch,” etc.). Resellers shall at all times have written records of such training available for inspection and audit. Failure to conduct such training may result in removal of authority to sell Company Products. The

Company also recommends that Retailers undergo training that restricts bulk sales during onboarding.

4. Bulk Sales Restrictions

Retailers shall cooperate with the Company in preventing unauthorized or illegal sale or exportation of Company Products. Purchases from Retailers above a personal use limit are prohibited. A violation of the Company’s established limits would include any sale by a Retailer which exceeds (i) four (4) JUULpod packages (i.e., up to four (4) Refill Kits) and one (1) JUUL device or (ii) one (1) Starter Kit in a single transaction (referred to herein as “Bulk Sales Restrictions”). Retailers shall use their best efforts to maintain an internal database to obtain the following information: a unique transaction identifier; SKU names; the quantity of Company Products sold; and the date of each transaction. Retailers should have a written policy to comply with Bulk Sales Restrictions. Chain Retailers shall make a best effort to partner with the Company to audit transaction-level data to ensure compliance with Bulk Sales Restrictions.

5. The 3 Strikes Enforcement Policy: Penalties for Violations of Bulk Sales Restrictions and Age Verification Policies.

The Company will conduct internal reviews and/or secret shopping programs to identify a violation of the Company’s Bulk Sales Restrictions or Age Verification Policies (each a “Strike”) and will assess penalties consistent with this Section. The penalties are as follows:

First Strike: The Company will issue a first warning letter notifying the Store of its Bulk Sales Restrictions and/or Age Verification Policies violation and reiterating the Company’s youth prevention policies and penalty escalation structure.

Second Strike (within 12 months of the First Strike): The Company will issue a second warning letter to the Store, and the Store will be removed from the Company’s promotional activities for six (6) months (two (2) promotional cycles). The Company will communicate the Age Verification Policies non-compliance to the FDA for a Company-sponsored Age Verification inspection failure.

Third Strike (within 12 months of the First Strike): The Company will issue a third letter to the Store and reject all future purchase orders from the violating Store, as well as notify all Wholesalers, Distributors and Authorized Sub-Distributors to stop sales of Company Product to the violating Store via addition to a No-Sale List (Section 18) for one (1) year. The Company will communicate the Age Verification Policies non-compliance to the FDA for a Company-sponsored Age Verification inspection failure.

Additionally, the FDA may conduct its own inspections for violations of the Age Verification Policies. Each FDA inspection failure based on a violation of the Age Verification Policies is considered a violation under this Section and shall count as a Strike in the 3 Strikes Enforcement Policy.

The enforcement of penalties for Age Verification Policies violations shall commence on October 1, 2019. The enforcement of penalties for Bulk Sales Restrictions violations shall commence on January 1, 2020.

6. JUUL Labs Trademark and Brand Policy

Reseller has been provided with a copy of the JUUL Labs Trademark and Brand Policy (“Brand Policy”). Reseller must comply with the Brand Policy and represent itself as an Authorized Reseller in all advertising and sales collateral.

Setting up businesses, registering domain names, or adopting social media usernames that contain any Company trademarks or create the impression that Reseller is directly affiliated with the Company is prohibited unless agreed otherwise, in each instance, by the Company in writing. To ensure compliance with the Reseller Policy, Reseller should request and display marketing materials that are approved by the Company.

7. JUUL Labs Minimum Advertised Price Policy

The Company has instituted a Minimum Advertised Price Policy (“MAP Policy”). Resellers should familiarize themselves with the MAP Policy.

8. Only Sell to End User Consumers, Authorized Resellers, and/or Authorized Sub-Distributors

Retailers may not sell Company Products to other Resellers. Retailers may sell directly to end user consumers only.

Distributors may not sell to end user consumers except with written authorization from the Company and may only sell to Retailers or Authorized Sub-Distributors.

9. Retailers Only Purchase Company Products from the Company Directly or From Distributors or Authorized Sub-Distributors

A Retailer is in violation of this Reseller Policy if it buys Company Products from any source other than the Company, Distributors, or Authorized Sub-Distributors.

10. Only Sell Company Products in Original Packaging

Resellers may not alter original Company Product packaging in any way prior to reselling Company Products. Removing Company Products from packaging and reselling Company Products in a different packaging, or under a different name, is strictly prohibited.

11. No Bundling or Giveaways of Company Products Without Obtaining Permission

Reseller must not re-SKU or bundle Company Products without receiving prior written permission from the Company. Reseller also agrees not to make available to others, or otherwise use or exploit, any Company Product for any contests, sweepstakes, and/or giveaways (or similar events) without the prior written authorization from the Company.

12. Customer Confusion

Reseller will not advertise, market, display, or demonstrate products that are not Company Products together with Company Products in a manner that could create the impression that the non-Company Products are made by, endorsed by, sold by, or associated with the Company.

13. No Sale on Website(s)

Resellers may not sell Company Products on consumer-facing ecommerce enabled web pages, hosted websites, or any third-party sites (eBay, Amazon, Alibaba, etc.), through drop- ship accounts (Buy.com, Newegg.com, Overstock.com, etc.), or via direct messages on any social or other electronic forums, all of which are strictly prohibited.

14. Sell to Customer(s) Within the Assigned Geographic Territory

Without the prior written consent of the Company, Resellers shall not ship or sell Company Product outside of the USA or sell Company Product that it knows (or should know) will be sold or shipped outside of the USA. Any sale of Company Product outside of the USA must be authorized in advance by the Company in writing and must be accompanied with policies and procedures ensuring that compliant, appropriately-labeled Company Product is sold in each applicable geographic territory.

15. Report Sell-Through for Physical Retail Location(s)

If required by the Company, Reseller, or each Store, must provide sell-through information by SKU and Store, and such other sales and financial information and reports as reasonably requested by the Company. The Company reserves the right to perform an audit of sales and other financial reports pertaining to the Company sales or Reseller’s business operations (including all reasonable aspects of its conduct of its business) to ensure compliance with this Reseller Policy.

16. Additional Reseller Obligations for JUUL Labs Dealer Locator

Retailer Stores may be listed in the JUUL online dealer locator at the sole discretion of the Company. If a Retailer violates this Reseller Policy or markets any product that is not a Company Product and which consumers would understand is intended to be an add-on, accessory, or compatible product to Company Products, it will forfeit the opportunity for its Stores to be listed on the JUUL online dealer locator and the Company may take other remedial actions consistent with this Reseller Policy.

17. Obey the Law, Abide by Policy Rules & Serve Customer Needs

Resellers must (a) comply with all applicable laws, rules, regulations and policies related to advertising, sales, and marketing of Company Products (including, but not limited to, those promulgated by the US Food and Drug Administration) and (b) provide a level of sales support and customer support for Company customers that, at a minimum, demonstrates industry best practices.

18. Comply with the Company’s Restrictions on Sales to Retailers

Company Products may not be sold by Resellers that fail to follow the law or comply with the terms of this Reseller Policy. Additionally, specific Company Products may not be sold by Retailers unless they have met certain additional compliance-related qualifications and have been approved in advance as a seller of such products by the Company. Distributors and Authorized Sub-Distributors shall familiarize themselves with the following:

No-Sale List: The Company shall maintain a list of Resellers that the Company has identified as posing a high risk for compliance violations and that are not authorized to sell Company Product (“No-Sale List”). Resellers identified in the No-Sale List are added either as a result of past or current violations of the law, or violations of this Reseller Policy. The Company will include its rationale for each Reseller identified in the No-Sale List. It shall be a violation of this Reseller Policy to sell Company Product to any Reseller identified in the then-effective No-Sale List.

Distributors found to have violated the terms of this Section 18 will be subject to either liquidated damages or reductions of their discretionary rebate, depending upon whether the Reseller has executed a Distributor Compliance Agreement.

Effective: August 26, 2019