All sales of products ("Products") and any services provided by Galtsand ("Galtsand," "we," "our," or "us") to the purchaser ("Customer") are governed by these Wholesale Terms & Conditions, as amended from time to time by Galtsand (the "Agreement").

This Agreement incorporates any additional policies, price lists, line sheets, order confirmations, retailer guidelines, shipping policies, authorized reseller requirements, and other documents provided by Galtsand to Customer in connection with the wholesale relationship (collectively, the "Supplemental Terms"). In the event of a conflict between these Terms & Conditions and any Supplemental Terms, these Terms & Conditions shall control unless expressly stated otherwise by Galtsand in writing.

This Agreement constitutes the complete and exclusive understanding between Galtsand and Customer regarding the purchase and sale of Products and supersedes any prior discussions, communications, or agreements relating to the same subject matter.

No modification, amendment, waiver, or addition to this Agreement shall be binding unless made in writing and signed by an authorized representative of Galtsand.

Galtsand expressly rejects any terms, conditions, or provisions contained in any purchase order, acknowledgment, invoice, correspondence, or other document issued by Customer that are inconsistent with, additional to, or different from this Agreement. Any such terms shall be deemed null and void and shall not modify or supplement this Agreement, regardless of whether Galtsand accepts, ships, or invoices Products in connection with such documents.

Customer's submission of an order, acceptance of delivery, retention of Products, or payment for any Products shall constitute Customer's acknowledgment and acceptance of this Agreement.

All wholesale orders must be submitted through an approved Galtsand sales representative, authorized wholesale platform, or other ordering method designated by Galtsand.

Submission of an order does not constitute acceptance. All orders are subject to review and final approval by Galtsand. Upon acceptance, Galtsand may issue an order confirmation or acknowledgment reflecting the approved order details.

Once an order has been accepted by Galtsand, it may not be modified, postponed, or canceled without Galtsand's prior written consent. Any request to change or cancel an order must be submitted in writing and will be considered at Galtsand's sole discretion.

If Galtsand approves a change or cancellation request, Customer shall be responsible for any costs, expenses, production commitments, inventory allocations, freight charges, administrative costs, or other losses incurred by Galtsand as a result of such change or cancellation.

Galtsand reserves the right to cancel, refuse, or limit any order at its sole discretion, including, without limitation, circumstances involving product availability, account status, credit concerns, pricing errors, or violations of Galtsand's wholesale policies.

Wholesale pricing for Galtsand products shall be the pricing in effect at the time an order is accepted by Galtsand, unless otherwise agreed to in writing by an authorized representative of Galtsand.

Galtsand reserves the right to modify pricing, product assortments, discounts, minimum order requirements, and wholesale program terms at any time without prior notice. Any pricing changes will not affect orders that have already been accepted by Galtsand.

All prices are quoted in U.S. Dollars and are exclusive of applicable taxes, duties, customs fees, shipping charges, handling fees, and other governmental assessments unless expressly stated otherwise.

Customer is responsible for the payment of all applicable federal, state, local, and international taxes, duties, fees, and assessments arising from the purchase, shipment, resale, or use of Galtsand products, excluding taxes based solely on Galtsand's net income.

Where required by law, Galtsand may collect and remit applicable taxes and fees, which will be added to the Customer's invoice. Customer agrees to pay all such amounts when due and to provide valid resale or tax-exemption certificates where applicable.

Payment for all Products is due in accordance with the payment terms stated on Galtsand's invoice, order confirmation, or other written agreement with the Customer.

Unless otherwise approved by Galtsand in writing, initial wholesale orders may require payment in full prior to shipment. Approved accounts may be granted credit terms at Galtsand's sole discretion.

All payments must be made in U.S. Dollars and remitted through payment methods approved by Galtsand. Any discounts for early payment shall apply only when expressly stated on the applicable invoice.

Amounts not paid by the stated due date shall be considered past due. Galtsand reserves the right to assess a finance charge on overdue balances at the lesser of (i) 1.5% per month (18% annually), (ii) the Bank of America Prime Rate plus 2%, or (iii) the maximum rate permitted by applicable law.

Galtsand reserves the right to suspend shipments, withhold future orders, revoke credit privileges, or require advance payment if any account becomes delinquent or if Galtsand reasonably determines that the Customer's financial condition, payment history, or creditworthiness no longer supports open credit terms.

Customer shall be responsible for all reasonable costs incurred by Galtsand in collecting overdue amounts, including collection agency fees, attorneys' fees, court costs, and other related expenses to the extent permitted by law.

No payment by Customer shall be deemed final until received and cleared by Galtsand's designated banking institution.

Title to and risk of loss for all Products shall pass to Customer upon delivery of the Products to the Customer or to the carrier designated for shipment, whichever occurs first.

Until Galtsand has received full payment for the Products, Galtsand retains a purchase money security interest and all rights permitted under applicable law in the Products supplied to Customer. Customer agrees to take any actions reasonably requested by Galtsand to protect and perfect such interest.

Customer shall maintain the Products in good condition and, upon reasonable request, keep them identifiable as inventory supplied by Galtsand until payment has been made in full.

Notwithstanding Galtsand's retained security interest, Customer may sell Products in the ordinary course of business to its retail customers and transfer good title to such purchasers.

If Customer fails to make payment when due, becomes insolvent, files for bankruptcy protection, makes an assignment for the benefit of creditors, becomes subject to receivership proceedings, or otherwise ceases normal business operations, Galtsand may exercise any rights and remedies available under applicable law, including the recovery of unpaid Products or proceeds thereof where permitted.

Nothing in these Terms shall limit any other rights or remedies available to Galtsand under applicable law or equity.

Unless otherwise agreed to in writing, all Products shall be shipped from Galtsand's designated warehouse or fulfillment facility using a carrier and shipping method selected by Galtsand or its logistics partners.

Shipping, handling, freight, duties, customs fees, insurance, and other delivery-related charges are the responsibility of the Customer unless otherwise stated in writing by Galtsand. Such charges may be included on the applicable invoice.

Any delivery dates, shipment schedules, or estimated arrival times provided by Galtsand are estimates only and are not guaranteed. Time shall not be deemed of the essence with respect to the delivery of Products.

Galtsand reserves the right to make partial shipments and invoice separately for Products delivered in installments. Any delay in one shipment shall not affect the validity of any remaining shipments or orders.

Galtsand shall not be liable for any delay, interruption, or failure to perform resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, severe weather, pandemics, governmental actions, labor disputes, transportation disruptions, port congestion, supplier delays, shortages of materials, utility interruptions, cyber incidents, or other events beyond Galtsand's reasonable control ("Force Majeure Events").

In the event of a Force Majeure Event, Galtsand's performance obligations shall be suspended for the duration of the affected period, and delivery schedules shall be extended accordingly. Galtsand shall not be liable for any direct, indirect, incidental, special, consequential, or lost-profit damages arising from any delay or failure to deliver Products resulting from a Force Majeure Event.

If Customer requests or causes a delay in the production, shipment, acceptance, or delivery of Products, Customer shall be responsible for any reasonable costs incurred by Galtsand as a result of such delay, including storage fees, handling charges, additional freight costs, inventory carrying costs, or other related expenses.

Galtsand invests significantly in the design, quality, heritage, and reputation of its products. To support long-term brand value and maintain a consistent customer experience, Galtsand may periodically provide suggested retail prices ("SRP") for its products.

Retailers are encouraged to merchandise and sell Galtsand products at or near the suggested retail prices published by Galtsand from time to time. Nothing in this Agreement shall be construed as requiring a retailer to sell products at any particular price except as may be permitted under a separate written policy implemented by Galtsand.

Retailers may conduct reasonable promotional activities, seasonal sales, clearance events, and customer loyalty programs in the ordinary course of business, provided such activities do not materially damage the reputation, positioning, or perceived value of the Galtsand brand.

Retailers agree to represent Galtsand products in a manner consistent with the brand's premium positioning and shall not engage in misleading, deceptive, liquidation-style, or unauthorized discounting practices that may adversely affect the Galtsand brand or its authorized retail partners.

Galtsand reserves the right to establish and enforce separate Authorized Retailer, Marketplace, or Minimum Advertised Price ("MAP") policies, where permitted by applicable law.

Customer is authorized to sell Galtsand products only to end consumers through retail locations, e-commerce websites, and sales channels that have been reviewed and approved by Galtsand.

Customer shall not resell, distribute, transfer, or otherwise supply Galtsand products to any wholesaler, distributor, retailer, exporter, broker, marketplace seller, buying group, liquidation company, or other third party for resale without Galtsand's prior written consent.

Customer shall not knowingly sell Galtsand products to any person or entity that intends to resell, redistribute, export, trans-ship, or otherwise transfer such products outside of Customer's approved sales channels.

Customer may sell Galtsand products only through approved brick-and-mortar retail locations and approved e-commerce properties owned and operated by Customer. Sale of Galtsand products through third-party marketplaces, including but not limited to Amazon, Walmart Marketplace, eBay, Temu, Shein, Facebook Marketplace, Etsy, or similar platforms, is strictly prohibited unless expressly authorized in writing by Galtsand.

Customer shall not sell Galtsand products through liquidation outlets, closeout channels, flea markets, auction platforms, discount warehouses, factory outlet stores, flash-sale sites, or other non-approved retail environments without Galtsand's prior written approval.

Customer agrees to inspect all products upon receipt and shall not offer for sale any product that is damaged, defective, altered, counterfeit, improperly stored, or otherwise not suitable for sale as first-quality merchandise. Any disposition of damaged, defective, irregular, sample, or non-first-quality merchandise must be approved in writing by Galtsand.

Customer shall promptly notify Galtsand of any suspected unauthorized resale, diversion, counterfeiting, marketplace listings, or other activities that may negatively impact the Galtsand brand or violate these Terms.

Galtsand reserves the right to approve, deny, suspend, or revoke authorization for any sales channel, retail location, website, marketplace, or distribution method at its sole discretion and at any time upon written notice to Customer.

Any request for a credit, adjustment, deduction, shortage claim, pricing dispute, return authorization, or chargeback (collectively, a "Claim") must be submitted to Galtsand in writing within sixty (60) days of the shipment date or receipt of the applicable Products, whichever occurs first.

All Claims must include sufficient supporting documentation, including the applicable invoice number, order number, product details, quantities involved, and a detailed explanation of the basis for the Claim. Galtsand may request additional information, photographs, shipping documentation, or other supporting materials as reasonably necessary to evaluate the Claim.

Claims that are incomplete, unsupported, or submitted after the sixty (60) day claim period may be denied without further review.

No deductions, offsets, chargebacks, or reductions in payment may be taken by Customer without Galtsand's prior written approval. Unauthorized deductions shall remain due and payable and may be treated as past-due balances under these Terms.

Galtsand reserves the right to review and determine the validity of all Claims in its reasonable discretion. Approval of any credit, adjustment, refund, or chargeback shall not constitute a waiver of any future rights or remedies available to Galtsand.

Galtsand warrants that, at the time of shipment, its Products will be free from material defects in workmanship and materials under normal and intended use and will substantially conform to Galtsand's published product specifications, descriptions, and quality standards.

A Product shall be deemed defective only if a manufacturing defect in materials or workmanship materially impairs the Product's intended use, functionality, or performance. Minor variations in color, texture, finish, sizing, or other characteristics customary in apparel and textile manufacturing shall not be considered defects.

Galtsand further represents that its Products are manufactured and supplied in compliance with all applicable federal, state, and local laws and regulations governing their production, sale, and distribution.

This warranty applies only to Products that have been properly stored, handled, maintained, and used in accordance with their intended purpose. The warranty does not cover damage or defects resulting from normal wear and tear, improper storage, misuse, abuse, alteration, accident, unauthorized repair, improper laundering, or failure to follow care instructions.

Customer's exclusive remedy for any valid warranty claim shall be, at Galtsand's option, the repair, replacement, or credit of the defective Product. Except as expressly stated in these Terms, no other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose, are made by Galtsand to the fullest extent permitted by applicable law.

Customer must inspect all Products promptly upon receipt and notify Galtsand in writing of any alleged manufacturing defect, shortage, or nonconformity within thirty (30) days after discovery of the issue and, in all cases, no later than ninety (90) days from the date of delivery.

Any warranty claim must include sufficient supporting documentation, including product details, quantities affected, photographs, and a description of the alleged defect. Galtsand reserves the right to inspect, evaluate, or request the return of the affected Products before determining whether a warranty claim is valid.

If Galtsand determines that a Product is covered by the Product Warranty, Galtsand may, at its sole discretion, repair the Product, replace the Product, or issue a credit for the original wholesale purchase price of the affected Product.

Failure to provide timely notice of a warranty claim within the periods specified above shall constitute acceptance of the Products and a waiver of any warranty claim relating to such Products.

The remedies set forth in this section are Customer's sole and exclusive remedies for any breach of the Product Warranty.

All wholesale sales are final. Galtsand does not accept returns, exchanges, or cancellations of non-defective Products except as expressly authorized in writing by Galtsand.

If Customer believes that Galtsand shipped incorrect Products, incorrect quantities, or Products that do not conform to the accepted order, Customer must notify Galtsand in writing within thirty (30) days of receipt of the shipment. Such notification must include the applicable order number, invoice number, product details, quantities affected, and any supporting documentation reasonably requested by Galtsand.

If Galtsand determines that a return is warranted, Galtsand will issue a Return Merchandise Authorization ("RMA") number and provide return instructions. Authorized returns must be shipped in original, unused, unworn, unwashed, and resalable condition unless otherwise approved by Galtsand in writing.

Upon receipt and inspection of authorized returned Products, Galtsand may, at its sole discretion, issue a replacement shipment, account credit, or refund of the original wholesale purchase price of the affected Products. Where the return results from an error made by Galtsand, Galtsand may also reimburse reasonable shipping costs associated with the approved return.

Products returned without a valid RMA number or without Galtsand's prior written authorization may be refused and returned to Customer at Customer's expense. Galtsand shall have no obligation to issue any credit, refund, replacement, or other accommodation for unauthorized returns.

No deductions, chargebacks, offsets, or credits may be taken by Customer without Galtsand's prior written approval.

All claims involving allegedly defective Products require prior written authorization from Galtsand. No defective merchandise may be returned without a valid Return Merchandise Authorization ("RMA") number issued by Galtsand.

To request authorization, Customer must provide a detailed description of the alleged defect, photographs of the affected Product(s), proof of purchase, and any additional information reasonably requested by Galtsand. Galtsand may, at its discretion, require the return of the affected Product(s) for inspection before determining eligibility for credit, replacement, or other remedy.

Upon receipt, Galtsand will inspect returned Product(s) to determine whether the claimed defect is covered under Galtsand's Product Warranty. If Galtsand determines that the Product contains a manufacturing defect covered by the warranty, Galtsand may, at its sole discretion, issue a replacement, repair, partial credit, full credit, or refund for the affected Product.

If inspection reveals that the Product is not defective, that the issue resulted from normal wear and tear, improper care, misuse, unauthorized alteration, accidental damage, or any other condition not covered by Galtsand's Product Warranty, the claim may be denied. In such cases, Galtsand may dispose of the Product unless Customer has requested its return in writing prior to inspection. Any return shipping costs for denied claims shall be the responsibility of the Customer.

For Products that have been used or worn prior to the submission of a warranty claim, any credit or reimbursement may be adjusted to reflect the Product's condition, age, usage, and remaining useful life, as reasonably determined by Galtsand following inspection.

Galtsand's determination regarding the eligibility of a defective merchandise claim shall be final, subject to applicable law.

All authorized returns, including approved stock returns, warranty claims, and defective merchandise returns, must be shipped in accordance with Galtsand's return instructions and returned goods procedures.

Products approved for return must be clearly marked with the applicable Return Merchandise Authorization ("RMA") number and shipped to the return address designated by Galtsand at the time authorization is issued.

Galtsand reserves the right to refuse, reject, or return any shipment that:

• Does not have a valid RMA number;
• Is shipped to an unauthorized location;
• Fails to comply with Galtsand's return procedures; or
• Contains Products not covered by the applicable return authorization.

Customer shall be responsible for any costs associated with unauthorized, improperly documented, or incorrectly routed returns, including additional shipping, handling, storage, or administrative expenses incurred by Galtsand.

Galtsand shall have no obligation to process, inspect, credit, replace, or refund Products returned in violation of these procedures.

Except as expressly provided in these Terms, Galtsand makes no representations or warranties regarding its Products or services, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, Galtsand disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

Customer's sole and exclusive remedy for any claim relating to Products purchased from Galtsand shall be the remedies expressly provided under Galtsand's Product Warranty and Warranty Claims provisions.

To the fullest extent permitted by law, Galtsand's total liability arising out of or relating to any Product, order, shipment, service, or these Terms, whether based in contract, warranty, negligence, strict liability, tort, statute, or any other legal theory, shall not exceed the amount actually paid by Customer for the specific Product(s) giving rise to the claim.

In no event shall Galtsand be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation lost profits, loss of revenue, loss of business opportunities, loss of goodwill, business interruption, loss of anticipated savings, or any other commercial or economic loss, regardless of whether Galtsand was advised of the possibility of such damages.

Galtsand shall not be liable for claims arising from misuse, improper storage, unauthorized modification, improper care, failure to follow product instructions, ordinary wear and tear, or any use of Products inconsistent with their intended purpose.

No employee, sales representative, distributor, agent, contractor, or other representative of Galtsand has authority to modify, expand, waive, or create any warranty, obligation, or liability on behalf of Galtsand unless expressly authorized in a written agreement signed by an authorized officer of Galtsand.

The limitations, exclusions, and disclaimers contained in these Terms shall survive delivery of the Products, payment, termination of the parties' relationship, and any expiration of applicable warranties.

To the fullest extent permitted by applicable law, any claim, action, lawsuit, arbitration, or other proceeding arising out of or relating to the Products, any order, these Terms, or the business relationship between Customer and Galtsand must be commenced within one (1) year after the claim or cause of action first arises.

Any claim not commenced within such one-year period shall be permanently barred, and Customer expressly waives any right to bring such claim thereafter, regardless of the legal theory upon which the claim is based, including contract, warranty, negligence, tort, statute, or otherwise.

The parties agree that this contractual limitation period is reasonable and shall apply notwithstanding any longer statute of limitations that may otherwise be available under applicable law, to the extent permitted by law.

Customer acknowledges and agrees that all trademarks, service marks, logos, trade names, brand identifiers, copyrights, product designs, artwork, photography, videos, graphics, packaging, trade dress, proprietary content, patents, trade secrets, and other intellectual property rights associated with Galtsand and its Products (collectively, the "Galtsand Intellectual Property") are and shall remain the exclusive property of Galtsand and its licensors.

Nothing in these Terms grants Customer any ownership interest in, or rights to, the Galtsand Intellectual Property except for the limited rights expressly provided herein.

Subject to these Terms and any applicable brand guidelines, Galtsand grants Customer a limited, non-exclusive, non-transferable, revocable license to use approved Galtsand trademarks, logos, product images, and marketing materials solely for the purpose of advertising, promoting, and selling authorized Galtsand Products through approved sales channels.

Customer shall:

• Use Galtsand Intellectual Property only in a manner consistent with Galtsand's brand standards and guidelines;
• Not alter, modify, distort, or misuse any Galtsand Intellectual Property without prior written approval;
• Not register or attempt to register any trademark, domain name, social media account, business name, or other identifier that incorporates or is confusingly similar to any Galtsand Intellectual Property; and
• Immediately discontinue any use of Galtsand Intellectual Property upon request by Galtsand or upon termination of the wholesale relationship.

Any goodwill arising from Customer's use of Galtsand Intellectual Property shall inure solely to the benefit of Galtsand.

To the extent Customer creates or commissions any advertising, promotional materials, photography, digital content, product imagery, marketing campaigns, or other materials featuring Galtsand Products or Galtsand Intellectual Property ("Derivative Materials"), Customer grants Galtsand a perpetual, worldwide, royalty-free, transferable license to use, reproduce, modify, distribute, display, publish, and create derivative works from such materials for Galtsand's business, marketing, promotional, and commercial purposes.

Customer represents and warrants that it has obtained all rights, permissions, releases, and consents necessary to grant the foregoing license and to permit Galtsand's use of such Derivative Materials.

Galtsand reserves all rights not expressly granted under these Terms.

These Terms and any dispute, claim, or controversy arising out of or relating to the purchase or sale of Products, the parties' business relationship, or these Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles.

The parties agree that any legal action, suit, or proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts located in the state of Florida, and each party irrevocably submits to the personal jurisdiction and venue of such courts.

To the fullest extent permitted by law, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to these Terms or any transaction between Galtsand and Customer.

The relationship between Galtsand and Customer is solely that of independent contracting parties. Nothing contained in these Terms shall be construed to create any agency, partnership, joint venture, franchise, fiduciary relationship, employment relationship, or other form of legal association between the parties.

Neither party shall have the authority to bind, obligate, or make representations on behalf of the other party unless expressly authorized in writing.

During the course of the wholesale relationship, Customer may receive or have access to certain non-public, proprietary, or confidential information relating to Galtsand, including but not limited to wholesale pricing, product information, business plans, sales data, marketing strategies, customer information, financial information, product development, vendor relationships, and the terms of these Terms & Conditions (collectively, "Confidential Information").

Customer agrees to:

• Maintain the confidentiality of all Confidential Information;
• Use Confidential Information solely for purposes of conducting business with Galtsand and fulfilling its obligations under these Terms;
• Not disclose Confidential Information to any third party except to employees, contractors, advisors, or representatives who have a legitimate need to know such information and who are subject to confidentiality obligations at least as protective as those contained herein; and
• Take reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access, use, disclosure, alteration, or loss.

Confidential Information shall not include information that:
(a) is or becomes publicly available through no fault of Customer;
(b) was lawfully known to Customer prior to disclosure by Galtsand;
(c) is independently developed by Customer without use of or reference to Confidential Information; or
(d) is lawfully obtained from a third party without restriction on disclosure.

If Customer is required by law, regulation, court order, or governmental request to disclose any Confidential Information, Customer shall, to the extent legally permitted, promptly notify Galtsand and reasonably cooperate with Galtsand's efforts to seek a protective order or other appropriate remedy.

Upon Galtsand's request, or upon termination of the wholesale relationship, Customer shall promptly return, destroy, or permanently delete all Confidential Information in its possession or control, except as required to be retained by applicable law.

The obligations contained in this section shall survive the termination or expiration of these Terms for a period of five (5) years, provided that any trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

If any provision of these Terms is determined by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and the remaining provisions of these Terms shall remain in full force and effect.

Customer may not assign, transfer, delegate, sublicense, or otherwise convey any of its rights or obligations under these Terms, whether by operation of law, merger, sale of assets, change of control, or otherwise, without Galtsand's prior written consent. Any attempted assignment in violation of this provision shall be null and void.

Galtsand may assign or transfer its rights and obligations under these Terms to any affiliate, successor entity, purchaser of substantially all of its assets, or other successor in interest without Customer's consent.

These Terms shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

Any provision of these Terms that by its nature should survive expiration, termination, completion, or fulfillment of the parties' relationship shall survive, including without limitation provisions relating to payment obligations, confidentiality, intellectual property, warranty disclaimers, limitations of liability, indemnification, dispute resolution, governing law, and any accrued rights or remedies.

Galtsand shall have all rights and remedies available to sellers under applicable law, equity, and these Terms. All rights and remedies available to Galtsand are cumulative and may be exercised separately, successively, or concurrently at Galtsand's discretion.

No failure, delay, or partial exercise by Galtsand of any right, remedy, power, or privilege under these Terms shall operate as a waiver of such right, remedy, power, or privilege, nor shall any single or partial exercise prevent any further exercise of the same or any other right or remedy.

Any waiver by Galtsand of any breach, default, obligation, or provision under these Terms must be made in writing and signed by an authorized representative of Galtsand to be effective.

A waiver of one breach or default shall not be deemed a waiver of any prior, concurrent, or subsequent breach or default, nor shall it modify or limit Galtsand's rights with respect to any future matter.

Galtsand may establish and maintain a Minimum Advertised Price ("MAP") Policy for certain products. Compliance with any applicable MAP Policy shall be a condition of maintaining an authorized wholesale account.

Galtsand reserves the right to modify, suspend, or discontinue its MAP Policy at any time in its sole discretion and in accordance with applicable law.

Customer agrees that electronic signatures, online account registrations, electronic acceptance of these Terms, and communications transmitted electronically shall have the same force and effect as original written documents.

Customer agrees to conduct business in compliance with all applicable laws and regulations and shall not engage in deceptive, misleading, unlawful, or unethical business practices that could harm the reputation of Galtsand or its products.

Customer may sell Galtsand Products only through retail locations and e-commerce websites that have been expressly approved by Galtsand. Unless expressly authorized in writing by Galtsand, Customer shall not advertise, market, offer for sale, sell, fulfill, distribute, or otherwise make available any Galtsand Products through any third-party marketplace, auction platform, social commerce platform, fulfillment network, or similar third-party sales channel.

Prohibited sales channels include, without limitation, Amazon, Walmart Marketplace, eBay, Etsy, Temu, Shein, Overstock, Facebook Marketplace, TikTok Shop, Poshmark, Mercari, StockX, GOAT, and any similar marketplace or platform now existing or developed in the future.

Customer shall not sell, transfer, or distribute Galtsand Products to any third party that Customer knows, or reasonably should know, intends to resell such Products through an unauthorized marketplace or distribution channel.

Galtsand reserves the right to monitor marketplace activity, investigate suspected unauthorized sales, and take any action deemed necessary to protect the Galtsand brand, including suspension or termination of wholesale privileges, cancellation of pending orders, refusal of future orders, withdrawal of pricing benefits, or pursuit of any other remedies available under these Terms or applicable law.

Any authorization granted by Galtsand for a specific marketplace or third-party sales channel may be modified, suspended, or revoked at any time upon written notice.

Customer shall indemnify, defend, and hold harmless Galtsand, its parent companies, subsidiaries, affiliates, licensors, successors, assigns, officers, directors, employees, agents, representatives, and contractors (collectively, the "Galtsand Indemnified Parties") from and against any and all claims, demands, actions, causes of action, liabilities, damages, losses, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees and legal expenses, arising out of or relating to:

(a) Customer's breach of these Terms or any policy, guideline, or agreement incorporated herein;

(b) Customer's negligence, gross negligence, misconduct, fraud, unlawful acts, or willful wrongdoing;

(c) Customer's storage, handling, transportation, advertising, marketing, promotion, distribution, sale, resale, or use of Galtsand Products;

(d) Any representations, warranties, guarantees, statements, claims, or promises made by Customer concerning Galtsand Products that have not been expressly authorized in writing by Galtsand;

(e) Customer's violation of any applicable law, regulation, ordinance, industry standard, or governmental requirement;

(f) Customer's unauthorized sale, diversion, export, marketplace listing, transshipment, or distribution of Galtsand Products through prohibited or unapproved channels;

(g) Customer's infringement, misappropriation, or violation of any intellectual property, privacy, publicity, or other proprietary rights of any third party; or

(h) Any claim brought by a third party arising from Customer's acts, omissions, business operations, employees, agents, contractors, or customers.

Galtsand reserves the right, at its option and expense, to participate in or assume control of the defense of any matter subject to indemnification under this section. Customer shall not settle any claim affecting a Galtsand Indemnified Party without Galtsand's prior written consent if such settlement imposes any obligation, admission of liability, restriction, or adverse consequence upon Galtsand.

The obligations contained in this section shall survive the expiration or termination of these Terms and shall apply regardless of whether the claim arises during or after the parties' business relationship.

These Terms, together with any approved wholesale application, pricing schedules, authorized retailer policies, MAP policies, order confirmations, and other documents expressly incorporated by reference, constitute the entire agreement between Galtsand and Customer regarding the subject matter herein and supersede all prior or contemporaneous discussions, negotiations, understandings, representations, and agreements, whether oral or written.

No amendment, modification, or waiver of these Terms shall be effective unless made in writing and signed by an authorized representative of Galtsand.

Galtsand reserves the right to update or modify these Terms from time to time. Any revised Terms shall become effective upon posting, distribution, or other notice provided by Galtsand and shall apply to future orders placed thereafter.