DOMESTIC SALES AGREEMENT

This Sales Agreement (“Agreement”) is made and entered into between Zipline Innovations, LLC, a Delaware limited liability company, located at 1307 22nd St, Denver CO 80205 (“the Company” or “DipStick”) and the Customer undersigned. The parties agree as follows:

1. Product and Pricing. The Company shall sell to the Customer and the Customer shall purchase from the Company the products and/or services set forth in accordance with the quantities, prices, and frequency set forth in the confirmed purchase order placed directly with the Company through their website. Unit Pricing and product availability are subject to change without notice and at the Company’s sole discretion.
2. Minimum advertized price. The Company shall set a Minimum Advertised Price (MAP) and display it on the website and any resultant Purchase Order. Customer agrees not to advertise any Product below the specified MAP. The Company may choose to terminate any agreements and refuse future sales to any Customer found selling below the MAP.
3. Payment Terms. Payment is due at the time of confirming a purchase order. Purchase Orders without processed payment will not be fulfilled by the Company.
4. DELIVERY TERMS
   1. The Company shall deliver the products FOB Destination freight prepaid, and title to and risk of loss of the Goods will pass to the Customer upon such delivery by the Company. The Company will cover the processing and payment directly with the carrier.
   1. For orders under a certain quantity, the Company may charge a flat shipping fee.
   2. Customer must specify details of shipment at time of order. These details may include, but are not limited to: delivery address, specific delivery area (i.e. a loading dock or side door,) a contact person to be notified of delivery, lift-gate delivery required, etc.
   3. Pending inventory availability, the Company agrees to make reasonable efforts to deliver within fifteen (15) days of the order date. The Company will not be liable for any losses, damages, penalties, or expenses for failure to meet any delivery date.
5. MANUFACTURER WARRANTIES. the Company offers the Customer the warranty in accordance with the Company’s website.
6. RETURNS/QUALITY REJECTIONS. Outside of the warranty, the Company will accept returns for goods un-opened in original packaging. Customer must acquire a Return Material Authorization (RMA) through the Company’s website. All returns will be charged a 25% restocking fee. The company may reject any Return request.
7. Counterfeit goods. Customer acknowledges that counterfeit goods is a top concern of Company. Customer must notify Company by e-mail within 24 hours of contact by or with a competitor that Customer believes may be infringing upon Company's Intellectual Property rights. Further, within 48 hours of receiving e-mail notice from Company, Customer must stop selling any products that Company believes may be infringing upon Company's Intellectual Property rights. Company reserves the right to terminate this agreement without further notice or other cause if Customer, 48 hours after receiving such initial notice from Company, continues to sell any products that Company believes may be infringing upon Company's Intellectual Property rights.
8. TERM & TERMINATION. This Agreement will be effective for a period of one (1) year from the Effective Date (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one (1) year periods (each a “Renewal Term”) and shall continue in full force and effect until terminated in accordance with the provisions herein. Either party may terminate this Agreement without cause upon thirty (30) days written notice to the other party.
9. NOTICES. All notices, requests, demands and other communications under this Agreement shall be given in writing and sent to the mailing addresses set forth on the signature page of this Agreement. E-mail with acknowledgement by both parties shall suffice as notice, request, demand or other communications. Any information transmitted via e-mail, with a second follow up, that is not responded to by the receiving party shall be considered in effect after thirty (30) days of non-response from the second contact.
10. CHOICE OF LAW. This Agreement shall be construed and governed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles.
11. AMENDMENT & WAIVER. No amendment to any provision of this Agreement shall be effective unless in writing and signed by both parties. The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision. Any amendment or provision of this Agreement shall be acceptable if transmitted electronically and executed by both parties.
12. ASSIGNMENT. Neither party may assign this Agreement without the prior written consent of the other party, except that the Company may assign this Agreement to any of its subsidiaries or affiliates at any time.
13. LIMITATION OF LIABILITY. The Company will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transactions it contemplates (whether for breach of contract, tort, negligence, or other form of action) and irrespective of whether the Company has been advised of the possibility of any such damage. In no event will the Company’s liability exceed the price the Customer paid to the Company for the specific products provided by the Company giving rise to the claim or cause of action.
14. CONFIDENTIALITY AND NON-DISCLOSURE. “Confidential Information” shall mean all information obtained by one party from the other party that is not generally known to the public and that a reasonable business person would deem confidential (including, but not limited to, product lists, pricing, inventory levels, upcoming product features, sales practices and other programs of the Company). The receiving party will treat Confidential Information as confidential and proprietary and, until two (2) years after the date of this Agreement, will: 1) use the Confidential Information solely for the purposes of evaluating and carrying out the opportunity set forth in this Agreement; 2) take reasonable measures to maintain the confidentiality of the Confidential Information; and 3) not disclose or otherwise furnish the Confidential Information to any third party other than employees, independent contractors, or advisors of the receiving party who have a need to know the Confidential Information in order to help evaluate and carry out the opportunity set forth in this Agreement. All images of all products supplied by the Company, including images on the Company’s website are the property of the Company or an affiliate. Customer may use these images only in a manner approved by the Company and for the purpose of the sale of the Company’s products. The Company retains the right to terminate Customer’s permission to use these images at any time and for any reason or may terminate this agreement for misuse of images.
15. RELATIONSHIP. Consistent with the understanding of the parties to this Agreement, Customer is not an employee, partner, franchisee or joint venture of the Company. Customer declares and covenants that the Company is engaged in an independent business, and has complied and will comply with all federal, state and local laws relating to business permits and licenses of any kind that may be required to carry out the business and tasks to be performed by the Partner under this Agreement. No payment or withholding of any federal, state, local, city or other payroll or employment taxes, including but not limited to FICA, state and federal income taxes, FUTA, state disability insurance taxes, and state unemployment insurance taxes relating to income received by Partner from NOS will be made by NOS. Customer expressly acknowledges and agrees that except to the extent expressly provided herein, neither Customer nor anyone employed by or acting on behalf of Customer shall receive or be entitled to any consideration, compensation or benefits of any kind from the Company; Customer is not an employee of the Company and, therefore, shall not be entitled to any benefits, coverages, or privileges, including, without limitation, social security, unemployment compensation insurance, workers’ compensation insurance, medical benefits, pension payments, or any other employee benefit made available to employees of the Company. Customer agrees to indemnify and hold the Company harmless should a claim related to expenses, insurance or the lack thereof and/or local, state or federal taxes be made by anyone, including any governmental authority. Customer shall not make any commitment or incur any charge or expense in the name of the Company without the prior written approval of the Company.
16. REPRESENTATIONS. No representation, promise, inducement or statement of intention other than those set forth in the Sales Agreement has been made by Seller or Customer and neither party shall be bound by or liable for any other alleged representation, promise, inducement or statement of intention.
17. FORCE MAJEURE. The Company will not be liable for delays in performance or for non-performance due to unforeseen circumstances or causes beyond the Company’s reasonable control.
18. ENTIRE AGREEMENT. This agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date.