Reseller Policy

Aperture Pet & Life (“Aperture”) is proud of its reputation for high quality products and superior customer service. In order to preserve it’s continuing ability to provide its customers with the products and service they have come to expect, Aperture has developed a Reseller Policy to govern the distribution of select Aperture owned and distributed products (“Covered Products”). This Reseller Policy will protect Aperture’s brand image and goodwill and enable it to maintain brands with a Minimum Advertised Price (MAP) policy as well as the Covered Products’ proper market positioning in a manner that ensures Aperture’s compliance with terms set by its own suppliers.

Aperture, in its sole discretion, reserves the right to terminate the Aperture Business (“wholesale”) account of, discontinue doing business with, or take other appropriate action regarding any customer that offers for sale any product covered by and in violation of this Reseller Policy including by an auction process or on an internet auction or marketplace site, including without limitation, Yahoo!, eBay, Amazon or any similar provider.

Aperture reserves the right to modify or cancel this Reseller Policy at any time, without notice.

Covered Products

This Reseller Policy applies to the following Covered Products, whether new or used, purchased from Aperture Business:

• all products sold under the Bulk Reef Supply and BulkReefSupply.com brand names

• all EcoTech Marine products

• all AquaIllumination products

• all Neptune Systems products

• all HelloReef products

• all Maxspect products

• all Aquaforest products

• all Nyos products

• all D-D The Aquarium Solution products

• all Reef Factory products

• all hw Wiegandt products

• all AquaReady products

• all Focustronic products

• all Korallen-Zucht products

• all Prodibio products

• all Hmahli products

• all Adaptive Reef products

Aperture may, in its sole discretion, modify the list of products subject to this Reseller Policy at any time and without notice. Aperture has no obligation to inform vendor of such changes and vendor is solely responsible for reviewing policy updates.

Sales of Covered Products

No Covered Products, including clearance items or manufacturer close-outs (e.g., discounted styles, opportunity buys) and those with factory defects (e.g., blemishes, factory seconds), may be offered for sale through any medium at a price less than the resell price as set forth by Aperture.

No Covered Products may be offered on an internet site, including without limitation, Yahoo!, eBay, Amazon or any similar provider, in violation of this policy. The offer of a Covered Product for sale by auction constitutes a violation of this Reseller Policy, regardless of whether the seller has set a reserve price or bidding drives the price higher than the resell price as provided hereby.

Monitoring and Reporting

Aperture may directly or through third parties or tools engage in monitoring of sales of Covered Products in all channels to verify that the terms of this Reseller Policy are being observed and enforced. All wholesalers and other Aperture customers must provide reasonable cooperation in any investigation of Reseller Policy compliance. Hindering, obstructing, delaying, or otherwise failing to cooperate with such an investigation constitutes a violation of this Reseller Policy.

Enforcement

This Reseller Policy has been unilaterally adopted by Aperture and will be strictly enforced by Aperture, in Aperture’s sole discretion and without notice. No Aperture Business wholesale or other customer of Aperture has any right or authority to enforce this Reseller Policy. Violations of this Reseller Policy may result in the following sanctions, up to and including termination of our business relationship, as well as any other available remedies at law or equity.

When a violation of this Reseller Policy is discovered:

• First violation: Aperture will issue a written warning to the violator and may, in Aperture’s sole discretion and without liability under any existing contracts or agreements, cancel any pending orders, restrict future orders, and/or suspend the violator’s account for a period of up to 60 days.

• Subsequent violation: Aperture will issue a written notice of repeat violation and initiate any sanction that Aperture, in its sole discretion and without liability under any existing contracts, deems appropriate, including without limitation: cancellation of pending orders, restriction of future orders, suspension of the violator’s account indefinitely or for any period of time, and/or termination of the business relationship and the violator’s account.

By applying for and opening a Aperture Business Wholesale Account (formerly known as “Bulk Reef Supply Wholesale Account”) or distributing or selling Covered Products, you hereby agree to the terms of this Reseller Policy, as they may be amended from time to time, and agree to abide by all requirements hereof.