SELLER TERMS AND CONDITIONS

Last updated March 2023

To be an authorized seller on the pointsmart.io platform from Selo International AG, you agree to abide by the terms and conditions contained in this agreement.

Please read this agreement carefully before registering to be a seller on the pointsmart.io platfrom from Selo. By signing up for a seller account, you indicate your acceptance of this agreement and its terms and conditions.

SELLER AGREEMENT BETWEEN SELO AND SELLER

SELO International AG, its officers, directors, employees, contractors, agents, assigns, and/or successors in interest (“Selo”), an Aktien Gesellschaft, and Seller, its officers, directors, employees, contractors, agents, assigns, and/or successors in interest (“Seller”), for valuable consideration, agree to the following terms and conditions of this seller agreement:

1. Purpose of Agreement: Selo and Seller mutually agree that Seller shall become a registered seller on the pointsmart.io platform, where Seller may resell Selo proprietary products and services, as well as sell other products and services that the Seller is legally authorized to sell.

2. Selo Proprietary Products and Services: Selo proprietary products and services, consist of any product or service offered for sale or lease on in the pointsmart.io seller’s catalog.  Our proprietary Products and Services also include our Brand(s) and DBAs, all our hardware and software, all associated graphics and images, all associated internet materials, training materials, packaging design, usage and instructional materials, privacy records, marketing materials, and any and all associated business records.

3. Authorized Use of Selo’s Proprietary Products and Services by Seller: The Seller shall only use the most current versions of our proprietary products and services to the extent necessary to sell our proprietary products and services.

4. No Disclosure: Except for fiduciaries, as required by law, preexisting public information, and/or other than is necessary to effectuate the purposes of this agreement, Seller promises not to disclose any and all matters regarding Selo’s proprietary products and services.

5. No Creation No Introduction, No Distribution, No Substitution, No Replacement, No Replication, No Competition, No Interference, No Infringement, No Solicitation, and/or No Engagement in any and all other Unauthorized Use: Other than is necessary to effectuate the purposes of this agreement, Seller shall not create, not introduce, not distribute, not substitute, not replace, not replicate, not compete, not interfere, not infringe, not solicit, and/or not engage in any and all other unauthorized use with, of, for, from, and/or Selo’s proprietary products and services.

6. Consideration: For consideration to support this agreement, Seller pays Selo a processing fee of four (4) percent of the gross sales generated on the pointsmart.io platform by the Seller, as well as the product or service cost listed in the Seller’s catalog, plus any actually incurred shipping and handling fees.

7. Mutual Warranties, Representations, and Certifications: Selo and Seller mutually warrant, represent, and certify that their proprietary products are merchantable, fit, and operate for their marketed purposes; are free from manufacturing, design, and marketing defects; and are compliant with all laws.

8. Mutual Release, Indemnification, and Hold Harmless: With the exception of damages caused by negligence, breach, and/or willful misconduct, Selo and Seller mutually release, indemnify and hold harmless each other from any and all liability for any and all claims by any and all third parties.

10. Term: This agreement shall remain in effect for 360 days from the date of confirmation, delivery, receipt, and acceptance and shall automatically renew if not canceled 30 days prior to the expiration date.

11. Return of All Original Proprietary Products and Services: On termination of this agreement, the Seller shall return all originals of all Selo proprietary products and services belonging to Selo.

12. Destruction of all copies of proprietary products and services: Upon termination of this agreement, the Seller shall destroy all copies of all proprietary products and services belonging to Selo.

13. Non-Disparagement: Upon termination of this agreement, and for a period of one year thereafter, Selo and Seller promise not to disparage each other and, if asked, to say that any and all matters have been resolved to their mutual satisfaction.

14. Default, Breach, and Remedies: If the Seller acts in contra to this agreement in any way, then they default on this agreement, breach this agreement, and are liable for remedies to Selo, including, but not limited to, the following:

a. Equitable relief: They shall cease and desist from any and all activities giving rise to the breach and/or stipulate to the issuance of a Court ordered temporary restraining order, preliminary injunction, and/or permanent injunction.

b. Liquidated damages: They shall be liable for liquidated damages in the amount of $25,000.00, costs and fees associated with the collection, including attorney fees, and pre and post-judgment interest at the rate of 24% per annum until paid in full.

c. Other legal and equitable relief: They shall be liable for any and all other legal and equitable relief other than that already identified in this agreement, including, but not limited to costs and fees associated with collection, and interest at the rate of 24% per annum, until paid in full.

15. Confirmation of Delivery, Receipt, and Acceptance: To confirm delivery, receipt, and acceptance of this agreement, the Seller shall click on the Acceptance of Terms checkbox during the Affiliate Enrollment Process.

16. Law, Jurisdiction, and Venue: The laws of Switzerland govern the interpretation of this agreement without giving effect to the choice of law provisions thereof. The Courts of Switzerland possess exclusive jurisdiction over any and all disputes which may arise from this agreement.

17. Jury Trial Waiver: Selo and the Seller waive any rights they may have to any trials by jury.

18. Integration Clause: This agreement constitutes the complete and final agreement, supersedes all other agreements, is the full and exclusive statement of the agreement, and may only be modified in an agreed writing by both Selo and the Seller.