Wholesale Partner Agreement

This is the main contract between Black Saints LLC and an approved Wholesale Reseller. It incorporates the RMA & Returns Policy, the Merchant-of-Record Addendum, and the Software License and Warranty Addendum by reference.

This copy is shown for review only and has not been executed. When opened from your application, the Reseller-specific details below reflect what you entered there; nothing is binding until both Parties complete electronic execution as described in Section 22.

This Wholesale Partner Agreement (this “Agreement”) is entered into as of the date both Parties execute it by and between Black Saints LLC, a Texas limited liability company (“Black Saints”), and the Reseller identified at execution, an entity to be identified at execution (“Reseller”) (each a “Party” and together the “Parties”). This Agreement is not formed, and no wholesale credentials are issued, by submission of Black Saints' online partner application; the application is a preliminary step described in Section 4, and this Agreement becomes binding only when both Parties execute it as described in Section 22.

1. Background

Black Saints operates Black Saints Direct, a wholesale program under which approved Resellers purchase Wholesale Stock and Software Products at wholesale pricing, embed Black Saints' live catalog on their own storefronts, set their own retail markup, and sell to their own customers as the seller of record for that sale, subject to the Merchant-of-Record Addendum (Exhibit B) for the channel involved. Black Saints holds inventory and fulfills orders placed through the catalog. The Parties enter this Agreement to set the terms of that wholesale relationship.

2. Definitions

• “Wholesale Stock” means physical product Black Saints sells to Reseller at wholesale cost under an invoice.
• “Software Product” means a digital computer application software license, including a Microsoft Windows or Windows Server license, product key, activation code, or other digital credential sold under the “Genuine Microsoft Windows and Server Licenses and Keys” category, governed by the Software License and Warranty Addendum (Exhibit C).
• “Catalog Widget” means the embeddable interface Black Saints provides for Reseller to display Black Saints' live catalog and pricing on Reseller's own storefront.
• “RMA Policy” means the Wholesale Reseller RMA & Returns Policy attached as Exhibit A, as amended under Section 15.
• “Merchant-of-Record Addendum” means Exhibit B, executed per sales channel, designating the contracting seller, processor/MID, statement descriptor, tax collector, refund party, chargeback party, and data controller for that channel.
• “Software License and Warranty Addendum” means Exhibit C, stating the lawful source, transfer and resale authority, applicable OEM/EULA restrictions, key-replacement procedure, and audit and provenance rights for each Software Product category, and Reseller's sole remedies for a defective Software Product.
• “Net Invoice Price” means the invoiced price of Wholesale Stock, excluding sales tax, freight, and insurance, net of any prior credits.
• “Payment Dispute” means a chargeback, dispute, or reversal Reseller initiates with its card issuer, bank, or payment processor concerning a Black Saints invoice.
• “Confidential Information” has the meaning given in Section 10.

3. Appointment; Nature of the Relationship

Subject to this Agreement, Black Saints appoints Reseller as a non-exclusive wholesale reseller of Wholesale Stock and Software Products. This appointment does not restrict Black Saints from appointing other resellers, selling directly, or selling through any other channel.

• Reseller is the seller of record to its own customers for each sales channel unless the Merchant-of-Record Addendum (Exhibit B) designates a different Party as seller of record, tax collector, refund party, or chargeback party for that channel. Orders Reseller's customers place are placed and fulfilled through Reseller's own storefront, not a Black Saints marketplace listing.
• Reseller sets its own retail price and markup over Black Saints' wholesale cost, per product.
• Black Saints Direct is a wholesale supply relationship, not a marketplace, agency, franchise, joint venture, or partnership. Section 20 states the Parties' independent-contractor status in full.

4. Reseller Eligibility and Ongoing Requirements

Before Black Saints issues Reseller any wholesale ordering credential, including a Catalog Widget key, Reseller must: submit a complete application; hold, and provide evidence of, all permits required by Section 4's representations below; have that evidence verified by Black Saints; and execute this Agreement (with Exhibits A, B, and C) as described in Section 22. Credentials issued before all four steps are complete are provisional and revocable, and do not waive this Section.

Throughout the Term, Reseller represents, warrants, and covenants that it:

• holds all permits, registrations, and resale certificates required by applicable law for its purchasing and selling activity, and will provide them to Black Saints on request;
• has provided accurate business, tax, and contact information to Black Saints and will promptly update it if it changes;
• will comply with applicable law in every jurisdiction where it sells, including consumer-protection, advertising, tax, and data-privacy law; and
• will maintain and honor its own customer-facing returns and refunds policy as required by Section 8.

Black Saints may condition, suspend, or decline wholesale access on verification of the foregoing at any time.

5. Ordering, Pricing, and Payment

• Reseller orders Wholesale Stock and Software Products manually or through the Catalog Widget at Black Saints' then-current wholesale pricing, which Black Saints may update on reasonable notice for future orders.
• An order is an offer until Black Saints accepts it by issuing an invoice or shipping the product, whichever happens first. The invoice Black Saints issues for an order — not Reseller's purchase order or the Catalog Widget's on-screen estimate — is the controlling record of the products, quantities, and price ordered.
• If Black Saints discovers a pricing or catalog error before shipment, it will notify Reseller before proceeding; Reseller may cancel the affected order line without penalty rather than accept the corrected price.
• Reseller is responsible for sales, use, and similar transaction taxes on its purchases and resales, except to the extent Black Saints or its processor is required by law to collect them for a given channel, as stated in the Merchant-of-Record Addendum. Shipping and handling charges are as stated on the invoice.
• Reseller pays each invoice by the payment method and due date Black Saints specifies at checkout or on the invoice. For card or ACH payment, Reseller authorizes Black Saints or its processor to charge the payment method on file for each invoice and any amount properly due under this Agreement. Late payment may result in suspension of ordering privileges under Section 17.
• Merchant of record. The Merchant-of-Record Addendum (Exhibit B) states which Party is the merchant of record, processor/MID holder, statement descriptor, tax collector, refund party, chargeback party, and data controller for each sales channel, consistent with Black Saints' payment-processor agreement. No Catalog Widget channel may accept an end-customer checkout until Exhibit B is executed for that channel. Until so designated for a channel, Black Saints is the merchant of record only for the wholesale invoice between Black Saints and Reseller, and that channel may not go live.

6. Title, Risk of Loss, and Shipping

Title and risk of loss for Wholesale Stock pass to Reseller upon Black Saints' delivery to the carrier at Black Saints' shipping location, unless the Parties agree otherwise in writing for a specific order. Damage arising after that tender is a claim Reseller pursues against the carrier; Black Saints' sole shipping-related RMA obligation is stated in Exhibit A Section 5 and 8.1 (improper packing, mis-shipment, or nonconforming tender by Black Saints). Reseller is responsible for import, customs, and delivery arrangements beyond the point risk passes unless Black Saints agrees otherwise in writing.

7. Software Products; No Returns

Software Products are governed exclusively by Section 3 of the RMA Policy and the Software License and Warranty Addendum (Exhibit C): non-returnable and non-refundable once issued or delivered, with defective-key claims addressed by replacement under Exhibit C, not a refund. Black Saints will not offer, and Reseller will not resell, a Software Product category for which Exhibit C does not substantiate lawful source and resale authority.

8. Returns; RMA Policy; Reseller's Own Customer Returns Policy

Reseller returns Wholesale Stock to Black Saints only under the RMA Policy (Exhibit A). The RMA Policy operates subject to this Agreement; where the RMA Policy and this Agreement conflict on a remedy, this Agreement controls.

As a condition of remaining a Wholesale Partner in good standing, Reseller must at all times maintain a written returns and refunds policy for its own customers, publish it where customers can find it before purchase, honor it consistently, and never represent that Black Saints is responsible for, or a party to, Reseller's customer-facing returns, refunds, or warranty obligations, except as the Merchant-of-Record Addendum otherwise designates for a channel. A material or repeated failure to honor that policy is addressed under Section 16 (Default and Cure) and may result in suspension or termination independent of any Tier 1 RMA outcome.

9. Payment Disputes

9.1 Chargeback Notice and Cooperation

Where reasonably practicable before initiating a non-fraud Payment Dispute concerning a Black Saints invoice, Reseller shall give Black Saints written notice of the issue and a reasonable opportunity, not exceeding three business days, to review and address it. Nothing in this Agreement requires Reseller to waive or delay any right that applicable law, card-network rules, its card-issuer agreement, or Black Saints' merchant-processing agreement does not permit it to waive or delay.

A Payment Dispute is not, by itself, a material breach of this Agreement. However, Reseller commits a material breach if it knowingly submits a materially false or duplicative Payment Dispute, or seeks recovery after already accepting credit for the same transaction, and fails to correct the matter promptly after written notice. Black Saints may suspend prospective wholesale access while a credible material breach under this Section is investigated, subject to Section 16. Notice under this Section is investigatory only, as described in Section 16, and does not by itself commence a default-and-cure period.

9.2 Documented Loss; Limited Offset

To the extent permitted by applicable law, this Agreement, Black Saints' merchant-processing agreement, and applicable card-network rules, Black Saints may apply an amount otherwise then payable to the same Reseller as a credit, rebate, or refund against Black Saints' documented net loss from a finally resolved duplicative, fraudulent, or otherwise wrongful Payment Dispute. “Net loss” means the amount finally debited to Black Saints plus actual, documented processor or acquirer fees directly assessed because of that dispute, less all credits, recoveries, and amounts previously collected. Black Saints will provide an itemized written statement. This Section does not authorize a debit to a payment card, recovery from an affiliate of Reseller, or double recovery.

10. Confidentiality

Each Party may receive the other's non-public business, technical, financial, or pricing information (“Confidential Information”). Each Party will use the other's Confidential Information only to perform this Agreement, protect it with reasonable care, and not disclose it to third parties except to employees, contractors, or advisors who need it for that purpose and are bound to confidentiality at least as protective as this Section. This Section does not apply to information that is or becomes public without breach of this Agreement, was rightfully known before disclosure, or is independently developed without use of the other Party's Confidential Information. A Party may disclose Confidential Information if legally compelled, after giving the other Party prompt notice where legally permitted.

11. Intellectual Property; Limited License

• Black Saints grants Reseller a non-exclusive, non-transferable, revocable license, for the Term, to use the Catalog Widget, the Black Saints Direct catalog data, and the Black Saints name and marks solely to market and sell Wholesale Stock and Software Products as permitted by this Agreement.
• Reseller will not modify, reverse-engineer, or represent the Catalog Widget or catalog data as its own, and will not use Black Saints' name or marks in a way that implies an exclusive, franchise, or agency relationship this Agreement does not create.
• Each Party retains all rights in its own trademarks, content, and technology. Nothing in this Agreement transfers ownership of either Party's intellectual property.

12. Representations and Warranties

Each Party represents and warrants that it has full power and authority to enter into this Agreement, that doing so does not conflict with another obligation binding on it, and that it will comply with applicable law in performing this Agreement. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, BLACK SAINTS PROVIDES WHOLESALE STOCK AND SOFTWARE PRODUCTS “AS IS,” AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT APPLICABLE LAW PERMITS. This disclaimer does not limit Black Saints' obligations under the RMA Policy (Exhibit A) or the Software License and Warranty Addendum (Exhibit C), which state Reseller's sole remedies for a defective or nonconforming product.

13. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, ARISING FROM THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE AMOUNTS RESELLER PAID BLACK SAINTS UNDER THIS AGREEMENT IN THE 12 MONTHS BEFORE THE CLAIM AROSE. This Section does not limit either Party's liability for its indemnification obligations under Section 14, a Party's fraud or willful misconduct, or Reseller's payment obligations for Wholesale Stock and Software Products actually delivered.

14. Indemnification

Reseller will indemnify, defend, and hold Black Saints harmless from third-party claims arising from: Reseller's marketing, sale, or handling of Wholesale Stock or Software Products beyond Black Saints' stated specifications; Reseller's own customer-facing returns, refunds, or warranty representations; or Reseller's breach of Section 4 or Section 8. Black Saints will indemnify, defend, and hold Reseller harmless from third-party claims that Wholesale Stock or Software Products, as delivered by Black Saints and used as intended, infringe a third party's intellectual property rights. Each indemnifying Party's obligation is conditioned on prompt notice, the indemnifying Party's control of the defense, and the indemnified Party's reasonable cooperation.

15. Term; Amendments

• This Agreement begins on the Effective Date and continues until terminated under Section 17.
• Black Saints may amend this Agreement or the RMA Policy prospectively upon at least 15 days' written notice (posted on the partner portal or sent by email). An amendment does not alter the terms applicable to an order placed, or an RMA already submitted, before the amendment's effective date, unless Reseller expressly agrees otherwise. Reseller's continued use of wholesale access after an amendment's effective date constitutes acceptance for orders placed after that date.

16. Default and Cure

A Party is in default if it materially breaches this Agreement and does not cure that breach within 15 days after written notice describing the breach in reasonable detail (or, for a payment default, within 5 days after written notice).

A notice of default under this Section must be a separate, distinct written notice — an investigatory notice under Section 9.1 or the RMA Policy's Pattern Review process (Exhibit A, Section 9.2) is not, by itself, a notice of default. If Black Saints determines, after such an investigation, that a material breach may exist, it must issue a separate default notice under this Section identifying the breach, the required cure, and the cure deadline, before treating the conduct as a default.

A default that is not reasonably curable within the stated period is nonetheless deemed cured if the defaulting Party begins reasonable corrective action within that period and completes it promptly thereafter.

17. Suspension and Termination

• Suspension. Black Saints may immediately suspend Reseller's ordering privileges and catalog access during a documented, credible investigation of a suspected default under Section 9.1, Section 16, or the RMA Policy's Pattern Review process, pending the notice-and-cure process those Sections describe.
• Termination for Cause. Either Party may terminate this Agreement on written notice if the other Party defaults under Section 16 and does not cure within the stated period.
• Termination for Convenience. Either Party may terminate this Agreement for any reason on 30 days' written notice.
• Immediate Termination. Black Saints may terminate immediately only for a verified, intentional material fraud, loss of Reseller's legally required resale authority, or another non-curable event expressly identified in this Agreement. All other breaches, including a knowingly false certification under the RMA Policy that is capable of correction, are governed by Section 16.

18. Effect of Termination; Survival

On termination, Reseller's license under Section 11 ends, Reseller must stop using the Catalog Widget and Black Saints' marks, and each Party remains responsible for amounts owed as of termination. Sections 2, 9 (for disputes concerning pre-termination invoices), 10, 11 (ownership provisions), 12, 13, 14, 18, 21, and 22 survive termination, along with any other Section that by its terms or nature should survive.

19. Assignment

Neither Party may assign this Agreement without the other's written consent, except that either Party may assign it without consent to a successor in a merger, reorganization, or sale of substantially all its assets, on written notice.

20. Independent Contractors; No Agency; No Marketplace

The Parties are independent contractors. Neither Party is the other's agent, employee, partner, or joint venturer, and neither may bind the other. Black Saints Direct is a wholesale supply relationship; it is not a marketplace on which Black Saints lists or sells to Reseller's customers, and Reseller does not sell as Black Saints' agent, except to the extent the Merchant-of-Record Addendum designates Black Saints as a transaction party for a specific channel.

21. Notices

A notice under this Agreement is effective when delivered by email to the address the receiving Party designates in writing, or by mail to that Party's address of record, with confirmation of delivery.

22. General Provisions

• Force Majeure. Neither Party is liable for a delay or failure to perform caused by events beyond its reasonable control, for as long as those events continue. Force majeure does not excuse payment obligations for goods actually delivered.
• Entire Agreement; Exhibits. This Agreement, including Exhibit A (RMA Policy), Exhibit B (Merchant-of-Record Addendum), Exhibit C (Software License and Warranty Addendum), and any other exhibit the Parties sign, is the entire agreement between the Parties on its subject matter and supersedes prior discussions on that subject.
• Electronic Execution. The Parties agree to conduct this transaction by electronic means. This Agreement is executed by identifying, by version number and a content hash or timestamp, the exact version of this Agreement, the RMA Policy, and any exhibit each Party is accepting, and by capturing each Party's assent, the date and time of assent, and the IP address and device from which assent was given, consistent with the Texas Uniform Electronic Transactions Act. Black Saints will provide Reseller a downloadable copy of the fully executed Agreement and exhibits as accepted.
• Governing Law; Venue. This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-laws principles. The Parties consent to the exclusive jurisdiction of the state courts of Fort Bend County, Texas, and the United States District Court for the Southern District of Texas, Houston Division, for a dispute arising from this Agreement, except that either Party may seek injunctive relief in any court of competent jurisdiction to protect its confidential information or intellectual property.
• Severability. If a provision of this Agreement is unenforceable, the rest of the Agreement remains in effect, and the unenforceable provision is modified to the minimum extent necessary to make it enforceable.
• Counterparts; Electronic Signature. This Agreement may be signed in counterparts, including by electronic signature, each of which is an original.

Signatures

The Parties are signing this Agreement as of the Effective Date above.