This RESELLER AGREEMENT (“Agreement”) is made by and between Fashion World Enterprises, Inc., an Illinois corporation, with an office at 7227 N. Oak Park Ave., Niles, Illinois 60714 (“FWE”) and you (the “Reseller”).

Recitals

WHEREAS, FWE is engaged in the business of designing, manufacturing and selling human hair in the form of weaves, wigs, extensions and wefts under its registered brand names and/or collection identifiers BOHYME®, BOHYME® ESSENTIAL, BOHYME® CLASSIC, BOHYME® LUXE, BOHYME® PRIVATE RESERVE, BOHYME® ETHOS, BOHYME® REMI® REVITALIZE, BLACK DIAMOND™, DIAMOND REMI, ONYX HAIR®, ONYX™ ESSENCE, ONYX REMI®, ONYX™ LEGACY, OPAL, PURE REMI®, REMI HAIR®, ORIGINAL REMI®, BOHYME® REPRIEVE, and BOHYME BIRTH REMI®. FWE desires to sell its products to you, the Reseller and appoint Reseller as a non-exclusive reseller under the terms and conditions of this Agreement. WHEREAS, The Reseller desires to purchase products from FWE and to market and resell FWE’s products to customers, subject to the terms and conditions of this Agreement.

Covenants

NOW, THEREFORE, in consideration of the mutual covenants, terms and conditions set out herein, and for all other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

1.1 Agreement. The term “Agreement” when used herein means this document and any annex, exhibit, attachment, schedule, addendum, or modification hereto, unless the context otherwise indicates.

1.2 Customer. The term “Customer(s)” when used herein means any third-party purchaser of the Products.

1.3 FWE Materials. The term “FWE Materials” when used herein means any materials provided by FWE to Reseller pursuant to this Agreement, including, without limitation, the Products (as defined in 1.4), and labels, displays, artwork, images, photographs, marketing materials and other materials relating to the Products.

1.4 Products. The term “Products” when used herein means weaves, wigs, extensions and wefts and related hair care products provided by FWE to Reseller, as listed in Schedule A.

1.5 Store. Reseller’s retail location is located at the address listed on your Bohyme Professional Registration Form where Reseller intends to sell the products]. Reseller may in addition to the retail location at the address listed above, and or the online address if any, also sell at additional retail locations or sites with the prior consent of FWE.

1.6 Territory. The term “Territory” when used herein means the United States.

2. Appointment and Scope.

2.1 Appointment. FWE hereby appoints Reseller as an authorized, non-exclusive reseller of the Products at the Store, and Reseller hereby accepts such appointment on the terms and conditions of this Agreement. Reseller may not appoint sub-resellers of the Products, except upon the prior written consent of FWE. FWE reserves the right at any time in its sole discretion to sell the Products to any other person, including resellers and retailers.

2.2 Independent Contractor/Purchaser Status. The relationship between FWE and Reseller is solely that of independent contractor and independent purchaser and seller of the Products. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise; franchise or business opportunity relationship; or employment or fiduciary relationship between the parties. The relationship between FWE and the Reseller is one of seller and buyer in respect of each order for the Products. The Reseller is in no way a representative, franchisee or agent of FWE and has no right or authority to assume any obligation of any kind whether express or implied on behalf of FWE.

2.3 Store. This Agreement relates solely to the products sold at the Store as defined in paragraph 1.5 hereof. Any new stores or other locations run by Reseller carrying FWE’s Products shall require separate mutually agreed upon terms, or a written amendment to this Agreement. Sales in any physical location or on a website not covered by this agreement will be grounds for termination of this Agreement pursuant to Section 8.2(B).

3. Reseller’s Responsibilities.

3.1 Promotion. Reseller shall use its best efforts to market, advertise, promote and resell the FWE Products to customers located in the Territory in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of FWE.

3.2 No Representations. Reseller shall not make any representations or claims with respect to any of the Products without FWE’s prior review and written approval.

3.3 No Changes to Products. Reseller shall not modify, alter, replace or otherwise change the Products or packaging of the Products that it sells to Customers. In no event may Reseller remove any packaging or labels, or add any packaging or labels or any other materials to the Products, except with the prior written consent of FWE. Notwithstanding the foregoing, Reseller may attach a price tag bearing Reseller’s name to the Products.

3.4 Payment. Reseller shall pay FWE for all Products provided to Reseller by or for FWE at the prices charged by FWE at the time of order (“Price(s)”), plus shipping, handling, rush, and other charges reflected on FWE’s invoices. All invoices with net payment terms shall be due and payable within thirty (30) days of the invoice date, and, in certain circumstances, may be due and payable sooner as required by FWE. Reseller shall be responsible for any and all taxes and similar fees and charges which may be imposed on the Price charged by FWE for the Products. FWE may change its Prices, discounts, or terms and conditions of sale at any time. Such changes shall become effective on thirty (30) calendar days written notice to the Reseller. All amounts not paid when due shall incur interest at the lesser of one and one-half percent per month and the maximum rate permitted by law, until paid. All amounts referred to in this Agreement are in U.S. Dollars.

3.5 Claims. Reseller shall not make any deductions of any kind from the invoice amount unless Reseller has received a written credit memorandum from FWE. Any claims regarding shortages or damages to the Products shall be made within eight (8) business days of when Reseller first knows or has reason to know of such claim. The claim shall be submitted in writing to FWE stating in detail the basis, amount, and all relevant information regarding the claim, including, but not limited, the identity of any insurer and carrier. In the event that FWE approves the claim, any credits, allowances or other amounts payable or creditable by FWE to Reseller shall be subject to offset for any amounted owed by Reseller to FWE.

3.6 Compliance. In its sales of the Products, Reseller shall comply with all applicable laws, rules, regulations, ordinances, orders and any other legal requirements of any government, governmental agency or authority.

3.7 Complaints. Reseller shall use reasonable efforts in responding to Customers regarding general use and issues with the Products. Reseller shall promptly notify FWE of any complaint or adverse claim about any Product or its use of which Reseller becomes aware.

4. FWE Responsibilities.

4.1 Supply of Products. For purchases of Products, Reseller shall submit a purchase order to FWE via facsimile, electronic mail, telephone, or online. The order shall not be final until accepted and receipt confirmed by FWE. The terms of this Agreement shall bind all purchase orders of Products and may not be supplemented or amended by any form purchase order or other correspondence. Nothing contained in any purchase order issued after the date of this Agreement shall be construed as an amendment hereto or a waiver hereof. FWE shall supply the Products with all relevant packaging and labels in accordance with appropriate delivery quantities, schedules and timeframes as reasonably agreed to by the parties.

4.2 Supply of FWE Materials. Upon Reseller’s request, FWE shall periodically provide Reseller with FWE Materials to be used by Reseller in connection with the promotion and marketing of the Products and/or Store. Reseller may not modify such FWE Materials or incorporate such FWE Materials in Reseller’s own marketing materials unless approved by FWE as set forth in Section 5.2.

4.3 Promotion and Marketing. FWE shall make commercially reasonable efforts to support the promotion and marketing of its Products and shall make commercially reasonable efforts to respond to Reseller’s requests relating to the Products.

4.4 Warranty. FWE represents and warrants that it has the right or owns all rights and interests in any and all intellectual property licensed under this Agreement; has the full right and power to enter into this Agreement; to the best of its knowledge, the use of the Marks (as defined below) by Reseller under this Agreement will not infringe the intellectual property rights of any third party; and that the Products provided by FWE are free from material defects in manufacture, materials and workmanship. FWE MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE PRODUCTS, THE USE OR ADEQUACY THEREOF OR THIS AGREEMENT, AND FWE EXPRESSLY DISCLAIMS ANY EXPRESSED OR IMPLIED REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT WILL FWE OR ITS SUPPLIERS BE LIABLE TO RESELLER OR ANY CUSTOMER OR ANY OTHER THIRD PARTY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES.

5. Sale of Products.

5.1 Prices for Products. Reseller shall have the exclusive authority to set the terms and conditions for sale (including prices) for the Products that it sells to Customers.

5.2 Marketing Approval. In order to protect the Marks, FWE must approve any and all uses of the Marks in any and all marketing materials, labels or other materials of Reseller (“Reseller Marketing Materials”). If FWE does not submit a response within two (2) weeks of receipt by Reseller of such materials, such materials shall be deemed not approved. In no event may Reseller use the Marks in any Reseller Marketing Materials that have not been approved. Use of the Marks without approval shall be considered a material breach of this Agreement subject to FWE’s immediate right to terminate under Section 8.2.

5.3 Reports. Reseller shall periodically provide FWE with reports at FWE’s request, including, but not limited to monthly reports of inventories, product pricing, sales and depletions of the Products. FWE shall have the right from time to time to conduct a physical inventory of the Products in Reseller’s inventory at reasonable times and upon reasonable notice to Reseller.

6. Intellectual Property.

6.1 Subject to the terms and conditions in this Agreement, FWE hereby grants to Reseller a non-exclusive, non-sub-licensable, non-transferable, non-assignable, revocable and limited license to use the BOHYME®, BLACK DIAMOND™, ONYX HAIR®, REMI® ORIGINAL REMI® and BIRTH REMI® trademarks and any FWE product line trademark (the “Marks”) and all FWE Materials associated therewith, solely in the Territory and solely in connection with Reseller’s marketing of and distribution of the Products during the Term of this Agreement, and strictly in accordance with the terms of this Agreement. All use of and goodwill derived from the Marks by Reseller shall inure to the benefit of FWE. Reseller acknowledges that FWE owns the Marks and all rights therein and thereto, and the goodwill associated therewith, and that nothing in this Agreement shall give Reseller any right, title or interest in or to the Marks other than pursuant to the license granted hereby. Reseller further acknowledges FWE’s ownership of all intellectual property, including, without limitation, trade secrets relating to and copyrights in and to the FWE Materials, and that nothing in this Agreement shall give Reseller any right, title or interest in or to the FWE Materials other than pursuant to the license granted hereby.

6.2 All rights not expressly granted to Reseller under this Agreement are reserved by FWE. Reseller shall not: (i) do anything inconsistent with FWE’s ownership of the Marks or FWE Materials or otherwise claim adversely to FWE with respect to ownership of the Marks or FWE Materials; (ii) challenge the title of FWE to the Marks or FWE Materials, oppose any registration thereof, or challenge the validity of this Agreement or the license granted hereunder; (iii) register nor attempt to register any trade name, trademark or logo which, in whole or in part, incorporates, or is confusingly similar to, the Marks; or (iv) engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products purchased under this Agreement or any FWE Marks.

6.3 Reseller is not authorized to use any of the Marks or FWE Materials in connection with any business activity or any products or services other than in connection with the Products as expressly authorized by this Agreement, unless prior written consent is obtained from FWE. Reseller is not authorized to combine any of the Marks or FWE Materials with any other trademarks, service marks, or logos of Reseller or of any third party (such as the use of third party labels with the Products), unless prior written consent is obtained from FWE. Reseller acknowledges that if its actions do not meet the quality standards established by FWE, the substantial goodwill which FWE has built up and now possesses in the Marks will be impaired.

6.4 Upon the termination or expiration of this Agreement for any reason, all licenses and rights granted to Reseller shall revert to FWE and Reseller shall promptly discontinue all use of the Marks and/or any similar trade name or mark and FWE Materials, including, without limitation, destroying all signage relating to the Marks and deleting all user accounts, domain name registration or other Internet Web pages relating to the Marks. Reseller shall return all FWE Materials provided to Reseller under this Agreement at FWE’s request. Notwithstanding the foregoing, Reseller may sell the remaining Products in its possession for up to one hundred and eighty days (180) days after termination or expiration of this Agreement.

6.5 Reseller shall provide FWE with all reasonable assistance in connection with any matter pertaining to the protection, enforcement or infringement of the Marks or FWE Materials, whether in the courts, administrative or quasi-judicial agencies, or otherwise. Reseller shall, at the request of FWE, and without further consideration, execute and deliver such instruments and documents, and take such other action as FWE may reasonably deem necessary, convenient or desirable in order to more effectively exercise its rights with respect to and in carrying out the business, duties and obligations created by this Agreement.

6.6 Reseller shall not register any domain names, user accounts or other Internet Web pages, including, without limitation, accounts or pages on any social media platforms or blogs, such as Facebook, Twitter, Amazon or eBay (“Internet and Social Media Platforms”) incorporating any of the Marks without obtaining FWE’s prior written consent. Reseller acknowledges that FWE is the owner of all Internet and Social Media Platforms registered, created or maintained by Reseller under this Agreement.

7. Indemnification by Reseller

7.1 Reseller shall defend, indemnify and hold FWE and its affiliates, and its and their employees, representatives, agents and contractors harmless from and against any and all claims, suits, actions, liabilities, damages and expenses of whatever nature by third parties, including but not limited to attorneys’ fees, arising from or in connection with: (i) the breach of any representations or warranties of Reseller contained in this Agreement; (ii) the negligence or willful misconduct of Reseller or its employees, representatives, agents or contractors in the performance of its or their obligations; (iii) the conduct of the business of Reseller, including, without limitation, the operation of the Store; or (iv) the use of any trademarks, service marks or logos used or owned by Reseller.

8. Term and Termination

8.1 Term. Unless terminated as provided in Section 8.2 below, or by mutual written consent, this Agreement shall continue in full force and effect for an initial term expiring one (1) year after the Effective Date and thereafter shall be automatically renewed for successive one-year terms unless terminated by either party by written notice to the other at least thirty (30) calendar days prior to the expiration of the initial or any renewal term hereof.

8.2 Termination. FWE may terminate this Agreement and the licenses hereunder prior to expiration of the initial or any renewal term, as provided in Section 8.1 above, by prior written notice to Reseller upon the occurrence of one or more of the following:

FWE shall have no liability to Reseller by any reason of any termination or cancellation of this Agreement by FWE, including without limitation, liability for direct or indirect damages on account of loss of income arising from anticipated sales, compensation, or for expenditures, investments, leases or other commitments or for loss of goodwill or business opportunity or otherwise.

8.3 Rights After Termination. The right to terminate this Agreement as provided above shall be without prejudice to any other rights FWE may have against Reseller and such termination shall not operate to release Reseller from any liability for damages and expenses incurred by FWE arising as a result of the event of breach which formed the basis for such termination, whereupon FWE shall not have any further liability or obligation hereunder except for such obligations as survive termination under the terms hereof.

9. General Provisions

9.1 Entire Agreement. This Agreement, including the Schedule hereto, represents the entire agreement between the parties on the subject matter hereof and supersedes all prior discussions, agreements and understandings of every kind and nature between them. No modification of this Agreement will be effective unless in writing signed by both parties.

9.2 Notices. All notices under this Agreement shall be in writing and personally delivered or sent by certified, registered or express mail to the other party at the addresses provided above or to such other address of which either party may advise the other in writing. Such notice shall be deemed to have been given upon the date of either personal delivery to the other party, or seven calendar days after the date of its deposit in the U.S. mail, postage fully prepaid, return receipt requested, properly addressed to the other party.

9.3 Representations and Warranties. The parties represent and warrant to each other that (1) they are duly organized and in good standing under the laws of the state/country in which they are organized; (2) they have all necessary right, power and authority to enter into this Agreement and to perform their respective obligations hereunder; and (3) this Agreement has been duly authorized, executed and delivered on behalf of the parties and constitutes the valid, legal and binding agreement of the parties, enforceable in accordance with its terms.

9.4 Force Majeure. Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation under this Agreement where such failure or delay arises out of any cause beyond the reasonable control and without the fault of negligence of such party. Such causes shall include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, war or civil disturbance, strikes or other labor unrests, embargoes and other governmental actions or regulations that would prohibit either party from ordering or furnishing the Products or from performing any other aspects of the obligations hereunder, delays in transportation, and inability to obtain necessary labor, supplies, or manufacturing facilities. When a force majeure occurs, the affected party will immediately notify the other party in writing of the existence of the force majeure and will attempt to mitigate the effect of the force majeure as much as possible. If such delaying cause shall continue for more than ninety days, the party injured by the inability of the other to perform shall have the right, upon written notice to the other party, to terminate this Agreement. All amounts due and receivable prior to the occurrence of the force majeure will remain due and receivable despite the force majeure.

9.5 Governing Law; Injunctive Relief. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of laws or rules of any jurisdiction. Venue for any and all actions that may be brought under or in connection with this Agreement shall be exclusively commenced and completed in the appropriate State or Federal courts located in the Chicago, Illinois. Each Party hereto irrevocably specifically consents to such venue and to the jurisdiction of the Courts located in that venue. Reseller acknowledges that monetary relief would not be an adequate remedy for irreparable harm resulting from a breach or threatened breach by Reseller of this Agreement and that FWE shall be entitled to the enforcement of this Agreement by injunction, specific performance or other equitable relief, without prejudice to any other rights or remedies that FWE may have.

9.6 Severability. The illegality or enforceability of any provision of this Agreement shall not affect the validity and enforceability of any legal and enforceable provisions hereof.

9.7 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other, unless in connection with a transfer of substantially all the assets of either party. FWE may assign this Agreement to any entity to which it assigns or licenses its business involving the Products, including, but not limited to, a limited partnership or limited liability company controlled by FWE or its shareholders.

9.8 Binding on Successors. This Agreement shall be binding on and shall inure to the benefit of the parties hereto, their heirs, administrators, successors, parents, subsidiaries and permitted assigns.

9.9 Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. A copy or facsimile of a signature shall have the same force and effect as an original signature.

9.10 Confidentiality. This Agreement, its terms, conditions and covenants are confidential in nature, and neither party shall discuss its terms publicly without the prior written consent of the other. Except as may be required by law, or for legal or accounting advice, the parties expressly warrant to one another their intention of non-disclosure. The parties also understand that each shall have access to certain confidential business information made available by the other. Each party shall protect such confidential business information in the same manner as it protects its own confidential business information of like kind, and shall not disclose or use such confidential business information, except to the extent reasonably required for the performance of this Agreement; provided, however, that these provisions shall not apply to: (i) information previously known to the receiving party; (ii) information which is or has become available to the public in general through no fault of or breach of an agreement by the receiving party; (iii) information received from a third party not subject to any confidentiality obligations; or (iv) information which is independently developed by the receiving party.

9.11 Survival. The rights and obligations that by their nature should survive or extend beyond the termination or expiration of this agreement shall survive any termination or expiration of this Agreement. Sections 4.4, 6.2, 6.4, 6.5, 6.6, 7.1, 8.3 and 9 shall survive the termination of this Agreement for any reason.

9.12 Headings. Any headings used herein are for convenience in reference only and are not a part of this Agreement, nor shall they in any way affect the interpretation hereof.

9.13 Enforceability. If for any reason any provisions of this Agreement shall be deemed by a court of competent jurisdiction to be legally invalid or unenforceable in any jurisdiction to which it applies, the validity of the remainder of the Agreement shall not be affected and that provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law, and, in its modified from, such provision shall then be enforceable and enforced.

10. Bohyme Luxe Agreement

10.1 All Bohyme® Luxe Collection items must be sold exclusively to licensed stylists or salon professionals.

10.2 Every stylist or salon professional must show or provide their updated and valid cosmetology license to you, as the seller when ordering and purchasing Bohyme® Luxe Collection.

10.3 Selling on Third-Party Resale sites like eBay, Amazon, Etsy, Overstock, Wayfair, etc., is prohibited.

10.4 If selling in stores or online, Fashion World Ent., Inc. / Bohyme® has the right to approve the display and marketing of said products

10.5 If any of the terms and conditions are violated, then Fashion World Ent., Inc / Bohyme® reserves the right to immediately stop selling the Bohyme® Luxe collection to you.

I understand by signing this document, I have read all the terms and conditions for the sale of Bohyme® Luxe products. If I am found violating any of the above terms, then I may lose the right to distribute the Bohyme® Luxe products.

11. Internet Sales Agreement

11.1 All distributors who are interested in selling any Fashion World Ent., Inc. products on the Internet must receive written permission from Fashion World Ent., Inc. prior to selling anything. Please sign and date this document within 15 days of the posted date. Accounts department will notify you if it has been approved. If you are selling on multiple sites, approval must be received for each domain.

11.2 Minimum retail pricing will be monitored closely. Attached is the minimum MSRP for all Fashion World Ent., Inc. products all distributors must follow. If we find pricing more than $1 under the MSRP in any store or website, we may cease supply immediately and may halt any sales for a minimum of 3 months, no exceptions. Also, pricing varies by color, style, length. Each variable should be priced accordingly.

11.3 If we discover that you are selling Fashion World Ent., Inc. products on a website without our consent or permission, we will permanently discontinue sales to your account.

11.4 No promotions, sales, bulk discounts can be made on Fashion World Ent., Inc. without written consent. Distributors are not allowed to sell Fashion World Ent., Inc. hair on Ebay, Amazon, Facebook or any relatable website. Any type of sales on Ebay or Amazon will lose all distribution privileges permanently.

11.5 Internet distributors are not allowed to act as a wholesaler or manufacturer and sell to any store or other internet distributors. If we find this is being done, your distribution rights will immediately cease.

11.6 Any distributors who knowingly purchase counterfeit Fashion World Ent., Inc. hair goods will immediately lose all distribution rights. Any distributors who mislead a customer in any way, switching hair, selling small bundles, tampering with packaging, or any other unethical or illegal business practices will lose all distribution privileges immediately.

11.7 Online distributors must resolve issues with their customers on their own, just like store sales. Do not provide our number to any of your customers for product related issues. We have no relationship with your customer and possess no knowledge of their situation to assist them properly.

I understand by agreeing to this document, I have read all of the aforementioned terms and conditions for sales for Fashion World Ent., Inc. Bohyme® products on the Internet. If I am found with any of the violations above during this 1-year agreement period, I will lose the right to distribute Fashion World Ent., Inc. products for a minimum of 3 months. If found again with a second violation, your rights to distribute Fashion World Ent., Inc. products will be revoked permanently. I understand pricing violations will not be tolerated and websites will be checked regularly. I understand this is valid only for each location and website, and I will need to submit a new agreement for each new account I open in the future. This agreement shall expire one year from the signed date and must be renewed annually.