Dear Retailer,

At Pura Scents, Inc. (“Pura”), we are committed to you—the retailer partners that help our company satisfy customer needs and deliver the possibilities of scent with smart home technology. To protect our brand and the integrity of our authorized distribution channels in the United States, Pura is implementing a U.S. Authorized Seller Program for the Pura brand, effective January 1, 2024. 

Among other benefits, our Authorized Seller Program will ensure that sellers of Pura products understand and take the steps necessary to ensure product quality and provide the excellent customer service that is integral to the reputation of our brand. In addition, our Authorized Seller Program will assist us in identifying and taking action against unauthorized sellers that are harming you and consumers through the sale of damaged, diverted, or otherwise poor-quality products.

Your obligations under our new Authorized Seller Program are outlined in the Pura Scents, Inc. Authorized Retailer Policy for the United States, which is attached for your review. You are expected to comply with the Authorized Retailer Policy to be an “Authorized Retailer” of our products. The key features of the Authorized Retailer Policy are noted below:

•Permissible Customers: Pura is committed to maintaining the integrity of its authorized distribution channels and to stopping the diversion of our products to unauthorized sellers. To this end, you may sell Pura products solely to end users and not to persons or entities who intend to resell Pura products.
•Online Sales: You may sell Pura products online through your own ecommerce website, provided that your website complies with our Pura Scents, Inc. Online Sales Guidelines. You may not sell Pura products on any other website, including as a third-party seller on marketplace websites such as Amazon, eBay, Target+, or Walmart Marketplace, without prior written consent from Pura. Our rules regarding online sales will be strictly enforced.
•Ensuring Product Quality and Customer Satisfaction: To ensure that the customers who purchase Pura products have the best experience possible, the Authorized Retailer Policy outlines our expectations for the service you will provide to your customers. The Authorized Retailer Policy also describes certain steps you must take to maintain the quality of Pura products until they reach end users.

Finally, Pura has implemented a unilateral Minimum Advertised Price Policy (“MAP Policy”), which applies to all authorized sellers of Pura products in the United States. A copy of the updated MAP Policy, which will be effective on January 1, 2024, is attached for your review.

Thank you for your careful attention to the attached documents and for your continued support of Pura and the Pura brand. If you have any questions regarding the Authorized Retailer Policy or Authorized Seller Program, please contact us at authorizedsellerprogram@pura.com.

Sincerely,
Pura Scents, Inc.

PURA SCENTS, INC. AUTHORIZED RETAILER POLICY FOR THE UNITED STATES

Effective Date: November 15, 2023

This Pura Scents, Inc. Authorized Retailer Policy for the United States (“Retailer Policy”) is issued by Pura Scents, Inc. (“Pura”) and applies to Authorized Retailers of Pura products (“Product(s)”) in the United States of America. By purchasing Products from Pura for retail sale, you (“Retailer”) agree to adhere to the following terms. This Retailer Policy supplements any then-current retailer agreement between you and Pura. Until such status is otherwise revoked by Pura, in Pura’s sole and absolute discretion, Retailer shall be considered an “Authorized Retailer.” Pura may review Retailer’s activities for compliance with this Retailer Policy, and Retailer agrees to cooperate with any such investigation, including, but not limited to, permitting inspection of Retailer’s facilities and records related to the sale of the Products.

1.Authorized Customers. Retailer is authorized to sell Products only to End Users in the United States. An “End User” is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party. Retailer shall not sell or transfer Products to any person or entity Retailer knows or has reason to know intends to resell the Products. Retailer shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. Retailer shall not sell, ship, or promote the Products outside the United States of America without Pura’s prior written consent.

2.Online Sales. Retailer is authorized to offer for sale and sell Products through Permissible Public Websites in accordance with the terms herein.
(a)A “Permissible Public Website” is a website or mobile application that:
(i)is operated by Retailer in Retailer’s legal name or registered fictitious name;
(ii)is not a third-party storefront on an online marketplace (including, but not limited to, Amazon, eBay, Target+, and Walmart Marketplace); and
(iii)is operated in compliance with the Pura Scents, Inc. Online Sales Guidelines, attached as Exhibit A, as Pura may amend from time to time.
(b)Retailer shall not offer for sale or sell Products on or through any website, online marketplace, mobile application, or other online forum other than a Permissible Public Website without the prior written consent of Pura.
(c)Pura reserves the right to terminate, at any time and in its sole discretion, its approval for Retailer to offer for sale and sell Products on the Permissible Public Websites, and Retailer must cease all such offering for sale and sales on the Permissible Public Websites immediately upon notice of such termination. The terms of this Retailer Policy supersede any prior agreement between Pura and Retailer regarding the sale of the Products online. Any authorization previously granted to Retailer by Pura to sell the Products on or through a website, mobile application, or other online forum is revoked.

3.Sales Practices. Retailer shall conduct its business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. Retailer shall not make any warranties or representations concerning the Products except as expressly authorized by Pura. Retailer shall comply with all applicable laws, rules, regulations, and policies (a) applicable to Retailer’s business and/or (b) related to the marketing and sale of the Products. Retailer shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Pura or the Products. Retailer shall not advertise Products not carried in inventory. Retailer shall only purchase Products from Pura.

4.Product Care, Customer Service, and Other Quality Controls. Retailer shall comply with the Pura Scents, Inc. Product Care, Customer Service, and Other Quality Controls, attached as Exhibit B, as Pura may amend from time to time.

5.Intellectual Property.
(a)Retailer acknowledges and agrees that Pura owns all proprietary rights in and to the Pura brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Products (the “Pura IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Pura IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Retailer’s status as an Authorized Retailer. All goodwill arising from Retailer’s use of the Pura IP shall inure solely to the benefit of Pura.
(b)Retailer’s use of the Pura IP shall be in accordance with any guidelines that may be provided by Pura from time to time and must be commercially reasonable as to the size, placement, and other manners of use. Pura reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Pura IP at any time, without limitation. In marketing the Products, Retailer shall only use images of Products either supplied by or authorized by Pura and shall ensure that all Product images and descriptions are accurate and up to date.
(c)Retailer shall not create, register, or use any domain name, social media screenname, or mobile application name that contains any Pura product name or trademark, nor a misspelling or confusingly similar variation of any Pura product name or trademark.

6.Termination. Pura reserves the right to terminate Retailer’s status as an Authorized Retailer with written or electronic notice. Upon termination of Retailer’s status as an Authorized Retailer, Retailer shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of Pura Products or has any affiliation whatsoever with Pura; and (iii) using all Pura IP.

7.Modification. Pura reserves the right to update, amend, or modify this Retailer Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Pura IP, or use of any other information or materials provided by Pura to Retailer will be deemed Retailer’s acceptance of the amendments.

Pura Scents, Inc. Authorized Retailer Policy for the United States Exhibit A
EXHIBIT A
PURA SCENTS, INC. ONLINE SALES GUIDELINES

1.The Permissible Public Websites must not give the appearance that they are operated by Pura or any third party.

2.Anonymous sales are prohibited. Retailer’s full legal name or registered fictitious name, mailing address, email address, and telephone contact must be stated conspicuously on the Permissible Public Websites and must be included with any shipment of Products from the Permissible Public Websites or in an order confirmation email sent at the time of purchase.

3.At Pura’s request, Retailer will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise the Permissible Public Websites.

4.The Permissible Public Websites shall have a mechanism for receiving customer feedback, and Retailer shall use reasonable efforts to address all customer feedback and inquiries received in a timely manner. Retailer agrees to provide copies of any information related to customer feedback (including any responses to customers) related to Retailer’s sale of the Products to Pura for review upon request. Retailer agrees to cooperate with Pura in the investigation of any negative online review associated with Retailer’s sale of the Products and to use reasonable efforts to resolve any such reviews. Retailer shall maintain all records related to customer feedback for a period of one (1) year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require Retailer to disclose identifying information about its customers to Pura.

5.The Permissible Public Websites shall be in compliance with all applicable privacy, accessibility, and data security laws, regulations, and industry standards.

6.Retailer shall be responsible for all fulfillment to its customers who order Products through Permissible Public Websites, any applicable taxes associated with such purchases of Products, and any returns of Products.

7.Except where Retailer has entered into a drop-shipment arrangement with Pura whereby Pura ships Products on Retailer’s behalf to customers who order Products through Permissible Public Websites, under no circumstances shall Retailer permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than Retailer’s.

Pura Scents, Inc. Authorized Retailer Policy for the United States Exhibit B
EXHIBIT B
PURA SCENTS, INC.
PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

1.Comply with all instructions provided by Pura regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight.

2.Sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted.

3.Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any serial number, UPC code, or other identifying information on Products or their packaging.

4.Do not advertise or resell as “new” any Product that has been returned opened or repackaged.

5.Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a “Defect”). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to Pura at support@pura.com.

6.Inspect inventory regularly for expired or soon-to-be expired Products and do not sell any Products that are expired or near expiration. Destroy or dispose of expired or soon-to-be expired Products in accordance with instructions provided by Pura and applicable law.

7.Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and proper use of the Products, as well as any applicable warranty or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.

8.Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by Pura. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. Pura reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to Pura. Cooperate with Pura in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.

9.Cooperate with Pura with respect to any Product tracking systems that may be implemented from time to time.

10.Cooperate with Pura with respect to any Product recall or other consumer safety information dissemination efforts.

11.Implement commercially reasonable loss prevention and anti-diversion measures.

12.Report to Pura any customer complaint or adverse claim regarding the Products and assist Pura in investigating any such complaints or adverse claims.

13.Cooperate with Pura in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

PURA SCENTS, INC. UNITED STATES OF AMERICA
MINIMUM ADVERTISED PRICE POLICY

Effective Date: January 1, 2024

1.Purpose
There are certain advertising practices that undermine the reputation, brand, goodwill, and premium image of Pura Scents, Inc. (“Pura”) products with our target consumer retail population and discourage our sellers from investing in our products and providing the best possible service and support to customers. To protect the integrity of our brand, we are implementing this unilateral United States of America Minimum Advertised Price Policy (“Policy”), which applies to all authorized sellers (“Sellers”) of our products advertising to end user consumers in the United States. This Policy is effective January 1, 2024 and supersedes all of our prior policies or representations regarding minimum advertised prices or minimum resale prices for the Covered Products (as defined below) applicable to Sellers.

2.Covered Products
This Policy applies to advertisements of our products listed on the Pura MAP Schedule (“Covered Products”), the current version of which is attached hereto. The MAP Schedule will be made available to all Sellers and may be changed by us at any time in our discretion. Sellers are responsible for reviewing the current MAP Schedule, but we will work to promptly notify Sellers when updates are made to it.

3.The Minimum Advertised Price
The “minimum advertised price” (“MAP”) is the lowest price at which the Covered Product may be advertised. We are solely responsible for (1) establishing the MAP for each Covered Product and (2) communicating the Policy to all Sellers (including via directing any distributors to pass down the Policy to their resellers). While Sellers remain free to advertise and sell all of our products (including the Covered Products) at any price, it is a violation of this Policy for a Seller to advertise any Covered Product at a price lower than the MAP.

4.Advertising and Advertisements
For purposes of this Policy, the terms “advertising” and “advertisement” include all promotional or pricing information of Covered Products displayed in any type of media, including, but not limited to:
•newspapers
•catalogs
•magazines
•flyers
•brochures
•television
•radio ads
•billboards
•outdoor signage
•websites
•blogs
•social media
•affiliate marketing networks/comparison shopping engines
•seller-initiated text messages or emails to customers or prospective customers
•mobile/smart phone applications
•banner ads
•online product ads
•paid search ads
•pay-per-click ads
•display ads
•mobile ads
•product listing ads
•sponsored links
•ads in any other media in a digital format that is conveyed via the Internet
•any other marketing or promotional materials, whether displayed online, through broadcast, or other media
The terms “advertise” and “advertisement” do not include:
•Signage displayed within a brick-and-mortar selling location; and
•Pricing information displayed at the Final Online Checkout Stage (which is when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information of a transaction). Please note that pricing information in the Final Online Checkout Stage must be obscured technically so that it is not retrievable by shopping and pricing engines and not displayed on search page results within the Seller’s own website.

5.Policy Violations and Permissible Promotions
Advertisements that violate this Policy include, but are not limited to:
  A.Displaying the advertised price of the Covered Product below the MAP.
  B.Offering coupons, discounts, rebates, or other inducements that, when applied, result in an advertised price lower than the MAP, including through use of a storewide sale, category-wide sale, website-wide sale, promotional code, or other similar provision that can be applied to the Covered Products;
  C.Bundling Covered Products with other products or services (whether made by or provided by Pura or another entity) in a manner that implies below-MAP pricing for the bundled Covered Product(s);
  D.Creating multipacks using Covered Products in a manner that implies below-MAP pricing for the individual Covered Product used in the multipack;
  E.Strikeouts or strikethroughs of advertised pricing information, “see price in cart,” or other statements that suggest a lower price for a Covered Product may be found at the Final Online Checkout Stage;
  F.Permitting any third-party to alter the advertised price for any Covered Product; and
  G.Direct or indirect attempts to circumvent this Policy.
It is not a violation to advertise the following, notwithstanding the prior prohibitions in Section 5:
  A.Customer-Initiated Solicitations for Price: That a customer may “call for price,” “text for price,” or “email for price,” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.
  B.Free/Reduced Price Shipping: A free or reduced-price shipping advertisement as long as such offer applies to all or almost all other products offered by the Seller in the same product category.
  C.Subscriptions: “Subscribe and Save,” “Auto-ship and Save,” “Repeat Delivery,” or other subscription or auto-replenishment loyalty discount programs which result in a Covered Product being advertised at a price lower than the MAP, provided that such programs do not advertise a discount of more than twenty percent (20%) below the Covered Product’s MAP.
  D.First-Time Purchase Promotion: A coupon or coupon code that can be applied only to the first-time purchase of a Covered Product, provided that such coupon or coupon code does not provide a discount of more than twenty percent (20%) below the MAP.
  E.Subscription-Based Advertisements: Offering coupons, discounts, rebates, or other inducements that can be applied to the Covered Products through an email or a personalized physical mailing to end users through a list of customers that have otherwise signed up to receive emails or physical mailings from the Seller.

6.This Policy Is Not an Agreement and Is Non-Negotiable
This Policy is not an agreement between Pura and any other entity. We do not seek and will not accept any promise of compliance with this Policy from any Seller or other party, and each Seller must independently choose whether to comply with this Policy. This Policy is not negotiable and will not be altered for any individual Seller.

7.MAP Holidays
We may announce MAP holidays or promotions that are applicable to all Sellers, during which periods a Seller that advertises a Covered Product in compliance with the terms of the MAP holiday will not be considered to have violated this Policy.

8.Noncompliance
We will take the following actions against any Seller that does not comply with this Policy:
  First Violation: Written warning.
  Second Violation: Written warning and a 30-day shipping hold. We will revoke our acceptance of any pending orders, cancel any pending shipments to you, and not accept any new orders from you during this 30-day period.
  Third Violation: Termination of business relationship and revocation of “authorized” status. We will revoke our acceptance of any pending orders and cancel any pending shipments to you. You will no longer be an “authorized” Seller of our products.
We will enforce this Policy in our sole discretion. Sellers have no right to enforce this Policy.

9.Policy Administration
We may update, revise, suspend, or otherwise modify this Policy at any time in our discretion, and any modifications will be made available to all Sellers.
Please note that our employees or agents cannot modify, interpret, or grant any exceptions to this Policy; cannot solicit or obtain the agreement of any person or entity to comply with this Policy; and cannot otherwise discuss any aspect of this Policy with any Seller, including any Seller’s compliance with the terms.
Any questions about this Policy should be sent in writing to our MAP Policy Administrator at map@pura.com. We will not accept any other form of communication from Sellers regarding this Policy.