RESELLER PAGE

PRO-LIFE KIDS! RESELLER AGREEMENT

This Reseller Agreement is made on the date of purchase (the “Effective Date”) between The Radiance Foundation,  with its principal place of business at PO Box 1332 Purcellville, VA 20132 (identified as Party A throughout this agreement) and any Reseller (identified as Party B throughout this agreement). It has been updated on 12/22/21.

 (The capitalized terms used in this agreement, in addition to those above, are defined in section DEFINITIONS.)

Appointment of Reseller

Authorization and Appointment. PARTY A hereby authorizes and appoints PARTY B, and PARTY B accepts the authorization and appointment, as PARTY A’s non-exclusive reseller, to market, sell, or incorporate for resale PRO-LIFE KIDS! may only be sold to consumers in the reseller’s country of principal business (e.g. Canadian resellers can only sell to customers in Canada, New Zealand resellers can only sell to customers in New Zealand,…) and not another reseller of any kind.

ORDERS

Purchase Orders. PARTY B shall submit all orders for Product to PARTY A in writing to PARTY A’s email address ([email protected]), or as PARTY A otherwise specifies in writing, (each a “Purchase Order”) and include in each Purchase Order:

• each Product it is ordering, identified by title,
• the amount of each Product it is ordering,
• the location for delivery, and
• the delivery date, allowing reasonable time for PARTY A to receive, review, process the Purchase Order, and ship the Product (the “Delivery Date”).

Accepting, Modifying, and Rejecting Purchase Orders

By Notice. Within 3-5 Business Days of receiving a Purchase Order from PARTY B, PARTY A shall accept, reject, or propose a modification to the Purchase Order by sending PARTY B written notice of its acceptance, rejection, or proposed modification.

Deemed Acceptance. If PARTY A fails to notify PARTY B of its acceptance, rejection, or proposed modification, PARTY B may deem that PARTY A accepted the Purchase Order.

DELIVERY OF PRODUCT

Delivery. PARTY A shall, at expense to PARTY B, deliver each order of Product to PARTY B on the Delivery Date and to the location specified in the applicable Purchase Order, using any delivery method the parties agree to in writing.

Risk of Loss Shifts on Delivery. PARTY A will remain liable for any damages, losses, or defects to the Product until the Product are delivered to PARTY B, after which PARTY B will be solely liable.

Acceptance and Rejection of Product Deliveries

Inspection Period. PARTY B will have 5 Business Days after PARTY A delivers an order of Product to inspect and inspect the Product for defects and to ensure the order meets the specifications of the applicable Purchase Order (the “Inspection Period”). Any evidence of damage must be sent to Party A.

Acceptance. If in PARTY B’s opinion the Product satisfy the specifications of the applicable Purchase Order, PARTY B shall accept the Product and notify PARTY A that it is accepting them.

Deemed Acceptance. PARTY B will be deemed to have accepted Product if PARTY B fails to notify PARTY A on or before the expiration of the Inspection Period, or if during the Inspection Period, PARTY B sells or attempts to sell, runs, or otherwise uses the Product beyond what is necessary for inspection and testing, and in a way a reasonable Person would consider consistent with PARTY B having accepting the delivery from PARTY A.

Rejection and Cure. If in PARTY B’s opinion, a delivery of Product fails to meet the specifications of the applicable Purchase Order,

PARTY B shall deliver to PARTY A a written list, and photos detailing each failure, return defective items (at PARTY A’s discretion and direction), and

PARTY A shall promptly deliver to PARTY B any Product necessary to remedy each failure, at no expense to PARTY B.

Changes to Product. PARTY A may discontinue or modify the Product, modify the Product specifications, or replace the Product with similar PARTY A or third party Product, except that PARTY A may not discontinue, modify, or replace Product that are subject to an accepted and outstanding Purchase Order, unless required by Law.

PRICE

Price for PARTY B. PARTY B shall pay PARTY A’s determined price for each Product, as listed in the invoice, attached to this agreement.

Resale Prices. PARTY B may determine its own retail prices, taking into account suggested retail prices provided by PARTY A, which is $20 USD.

PAYMENT PROCESS

Payment. PARTY A will send online link to PARTY B for payment. There will be a small processing fee for online payments (usually 3% of total cost of order). Entire payment must be made before any order is shipped.

Shipping. PARTY B is responsible for all shipping costs of Purchase Order.

Taxes. Payment amounts under this agreement do not include Taxes, and PARTY B shall pay all Taxes applicable to payments between the parties under this agreement if applicable.

TERM

Initial Term. The initial term of this agreement will begin on date of receipt of shipment and continue for duration that Party B sells Party A’s Product(s), unless terminated earlier (the “Initial Term”).

Representations

Existence. The parties are corporations incorporated and existing under the Laws of the jurisdictions of their respective incorporation.

Authority and Capacity. The parties have the authority and capacity to enter into this agreement.

Execution and Delivery. The parties have duly executed and delivered this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

No Conflicts. Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under this agreement.

No Breach. Neither party’s execution, delivery, or performance of its obligations under this agreement will breach or result in a default under

• its articles, bylaws, or any unanimous shareholders agreement,
• any Law to which it is subject,
• any judgment, Order, or decree of any Governmental Authority to which it is subject, or
• any agreement to which it is a party or by which it is bound.

Permits, Consents, and Other Authorizations. Each party holds all Permits and other authorizations necessary to own, lease, and operate its properties, and conduct its business as it is now carried on.

No Disputes or Proceedings.  There are no Legal Proceedings pending, threatened, or foreseeable against either party, which would affect that party’s ability to complete its obligations under this agreement.

No Bankruptcy. Neither party has taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, or winding up.

PARTY A’s REPRESENTATIONS

Ownership. PARTY A is the sole owner of the Product, free of any claims by a third party or any Encumbrance.

Legal Right. PARTY A has the exclusive right to transfer the Product.

No Infringement. PARTY A’s sale of the Product does not infringe on or constitute a misappropriation of the Intellectual Property or other rights of any third party.

Intellectual Property. Except for rights expressly granted under this agreement, nothing in this agreement will function to transfer any of either party’s Intellectual Property rights to the other party, and each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or developed outside the scope of this agreement.

RESELLER RESPONSIBILITIES

Marketing. PARTY B shall use reasonable efforts to market, advertise, and otherwise promote and sell the Product in country of principal business. Any marketing must include the copywritten name of the Product, PRO-LIFE KIDS!, the author’s name (Bethany Bomberger), and a brief summary of the book(s). PARTY A requires the following description (or a version extracted from the following) to be used for the book(s) in Party B’s online store or other promotion.

PRO-LIFE KIDS! HARDCOVER BOOK

PROLIFE KIDS! is a ground-breaking children’s book created by Bethany Bomberger, an adoptive mom, educator, and co-founder of The Radiance Foundation. It is an adorably illustrated journey that uses rhyme to reinforce the value of every human life, in and out of the womb. It’s a tool that includes helpful resources that can be used by anyone who is looking to share an age-appropriate pro-life worldview to children. It was created, primarily, for children in K-5th grade although both younger and older children can learn valuable lessons from the book too. PROLIFE KIDS! powerfully illuminates what millions around the world celebrate every day—that life has purpose.

(PRO-LIFE KIDS! is a 10″ x 10″ hardcover book.)

PRO-LIFE KIDS! COLORING & ACTIVITY BOOK

Introducing the new PROLIFE KIDS! Coloring and Activity Book! It’s a great companion piece to the ground-breaking PRO-LIFE KIDS! book. There are 48 (perforated) pages of adorable images to color, great activities (crossword, word search, cryptogram, and more), a PRO-LIFE KIDS! pledge and Bible verses that illuminate our God-given worth. Created by Bethany and Ryan Bomberger of The Radiance Foundation, this PRO-LIFE KIDS! Coloring and Activity Book is a great tool to teach an age-appropriate pro-life worldview to children in homeschool, Sunday School or in any setting.

Markings and Notices. PARTY B will not remove or alter any trademarks, Product identification, notices of any proprietary or copyright restrictions, or other markings or notices that appear on the Product or their packaging.

License Grants

Documentation License Grant. PARTY A hereby grants to PARTY B a non-transferable, non-exclusive, non-sublicensable, and royalty-free license to reproduce or transmit documentation PARTY A provides PARTY B for marketing, selling, and distributing the Product

PARTY A Trademark License Grant. PARTY A hereby grants to PARTY B a non-transferable, non-exclusive, non-sublicensable, and royalty-free license to use PARTY A’s name, trademarks, logos, and other identifying information on marketing literature, advertising, promotions, customer information, and programs PARTY B creates in connection with the Product subject to PARTY A’s written approval in each instance.

Trademark Use. PARTY B shall comply with all of PARTY A’s policies regarding the use and display of PARTY A’s name, trademarks, logos, and other identifying information that PARTY ] provides to PARTY B in writing.

Compliance with Laws. Each party shall comply with all applicable Laws and notify the other party if it becomes aware of any non-compliance in connection with this section.

Confidentiality Obligations. Party B may not reveal the price it paid Party A for the Product to other parties.

PUBLICITY

Consent. Neither party will use the other party’s name, logo, or trademarks, or issue any press release or public announcement regarding this agreement, without the other party’s written consent, unless specifically permitted under this agreement or required by Law.

Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

TERMINATION

Termination on Notice. Party A may terminate this agreement for breach of contract on seven Business Days’ notice to the other party.

Effect of Termination

Termination of Obligations. Subject to paragraph PAYMENT OBLIGATIONS, on termination or expiration of this agreement, each party’s rights and obligations under this agreement will cease immediately.

No Further Liability.On termination or expiration of this agreement, neither party will be liable to the other party, except for liability that arose before the termination or expiration of this agreement, or arising after the termination or expiration of this agreement.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

PARTY A‘s Maximum Liability. PARTY A’s aggregate liability under this agreement will not exceed the amount of fees PARTY B has paid to PARTY A.

DEFINITIONS

“Business Day” means a day other than a Saturday, a Sunday, or any other day on which the principal banks located in New York, New York are not open for business.

“Current Term” is defined in section TERM.

“Delivery Date” is defined in section ORDERS.

“Effective Date” is defined in the introduction to this agreement.

“Encumbrances” means any pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, developments or similar agreements, easements, rights-of-way, title defects, options, adverse claims, or encumbrances of any kind.

“Governmental Authority”means

(a) any federal, state, local, or foreign government, and any political subdivision of any of them,

(b) any agency or instrumentality of any such government or political subdivision,

(c) any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that its rules, regulations or orders have the force of law), and

(d) any arbitrator, court or tribunal of competent jurisdiction.

“Initial Term” is defined in section TERM.

“Intellectual Property” means any and all of the following in any jurisdiction throughout the world,

(a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing,

(b) copyrights, including all applications and registrations related to the foregoing,

(c) trade secrets and confidential know-how,

(d) patents and patent applications,

(e) websites and internet domain name registrations, and

(f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys’ fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

“Inspection Period” is defined in section ACCEPTANCE AND REJECTION OF PRODUCT DELIVERIES.

“Law” means

(a) any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law.

“Legal Proceeding” means any claim, investigation, hearing, legal action, or other legal, administrative, arbitral, or similar proceeding, whether civil or criminal (including any appeal or review of any of the foregoing).

“Permits” means all material licenses, franchises, permits, certificates, approvals, and authorizations, from Governmental Authorities necessary for the ownership and operation of the party’s business.

“Person” includes

(a) any corporation, company, limited liability company, partnership, Governmental Authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of persons, whether incorporated or not, and

(b) any individual.

“Product” means the goods and services listed in INVOICE attached to this agreement.

“Purchase Order” is defined in section ORDERS.

“Taxes” includes all taxes, assessments, charges, duties, fees, levies, and other charges of a Governmental Authority, including income, franchise, capital stock, real property, personal property, tangible, withholding, employment, payroll, social security, social contribution, unemployment compensation, disability, transfer, sales, use, excise, gross receipts, value-added and all other taxes of any kind for which a party may have any liability imposed by any Governmental Authority, whether disputed or not, any related charges, interest or penalties imposed by any Governmental Authority, and any liability for any other person as a transferee or successor by Law, contract or otherwise.

“Territory” means country of principal business.

General Provisions

Entire Agreement. The parties intend that this agreement, together with all attachments, schedules, exhibits, and other documents that both are referenced in this agreement and refer to this agreement,

• represent the final expression of the parties’ intent relating to the subject matter of this agreement,
• contain all the terms the parties agreed to relating to the subject matter, and
• replace all of the parties’ previous discussions, understandings, and agreements relating to the subject matter of this agreement.

Counterparts

Signed in Counterparts. This agreement may be signed in any number of counterparts.

All Counterparts Original. Each counterpart is an original.

Counterparts Form One Document. Together, all counterparts form one single document.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Amendment.This agreement can be amended only by a writing signed by both parties.

Relationship of the Parties

No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.

No Authority. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party’s written consent.

Notices

Method of Notice. The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid, or (iv) email to the party’s address specified in this agreement, or to the address that a party has notified to be that party’s address for the purposes of this section.

Receipt of Notice. A notice given under this agreement will be effective on

• the other party’s receipt of it, or
• if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.

Dispute Resolution

Arbitration. Any dispute or controversy arising out of this agreement will be settled by arbitration in VIRGINIAaccording to the rules of the American Arbitration Association then in effect.

Judgment. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.

Arbitrator’s Authority. The arbitrator will not have the power to award any punitive damages.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Virginia, in the United States of America, without regard to its conflict of laws rules.

Waiver

Affirmative Waivers. Neither party’s failure or neglect to enforce any rights under this agreement will be deemed to be a waiver of that party’s rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party’s failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. Eastern Standard Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. EST on the next Business Day.

Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.

Binding Effect. This agreement will benefit and bind the parties and their respective heirs, successors, and permitted assigns.

Making a bulk order purchase as a Reseller binds PARTY B to these terms and conditions.