eCommerce Policy

Effective Date: March 11, 2024

Background. Zenex International ("Zenex") has determined that in order to better protect the interests of its distributors, dealers, and authorized resellers (collectively, the "Distributors")and to better protect the brand value of its products, it must implement this eCommerce policy (the "eCommerce Policy"). It is intended that the eCommerce Policy will enable Zenex and its Distributors to more effectively and efficiently advertise and sell over electronic networks products that are manufactured and sold by Zenex and certain other products manufactured by third parties and sold by Zenex (collectively, the "Covered Products"), all of which Covered Products will be identified by Zenex. Covered Products include products decorated by Zenex under a Distributor private label brand. All persons ordering or accepting delivery of Covered Products are deemed to acknowledge and agree to this eCommerce Policy.

Scope. This eCommerce Policy applies to sales of Covered Products by Distributors that are located in the United States and Canada. From time to time, Zenex will publish and/or issue by email, the listing of all products that comprise the Covered Products under this eCommerce Policy. Furthermore, Zenex reserves the right, in its sole discretion, to change at any time the array of products covered under this eCommerce Policy.

eCommerce Policy. Historically, Zenex's products have been sold offline by Zenex's Distributors. Most recently, Zenex and its Distributors have recognized the opportunity to innovate in product distribution and to potentially increase the sales volume of Zenex's products through the use of so-called internet marketplaces, while also enhancing the Zenex brand. This eCommerce Policy applies to the online sale of the Covered Products. Pursuant to the eCommerce Policy, a Distributor is prohibited, directly or indirectly, from selling or distributing any Covered Product on a third-party website or via any internet selling platform or online marketplace (each, a "Prohibited Sale"). A third-party website is any website not owned exclusively by the particular Distributor. An internet selling platform or online marketplace is any platform intended to connect buyers and sellers, such as internet marketplaces hosted or provided by Amazon, Walmart, Jet, eBay, or Facebook. It is a violation of Zenex's eCommerce Policy if a sub-distributor of a Distributor, or any purchaser of a Covered Product from a Distributor, engages in a Prohibited Sale.

Permitted Actions Under Zenex's eCommerce Policy. It is not a violation of Zenex's eCommerce Policy if a Distributor sells or distributes a Covered Product to a customer located within the Distributor's territory by utilizing an internet website owned or controlled by such Distributor (the "Distributor's Website"). Provided, however, it is a violation of the eCommerce Policy if such customer engages in a Prohibited Sale. This eCommerce Policy permits Zenex to sell, market, promote and advertise any of its products, including but not limited to the Covered Products, on its internet website or via any internet selling platform or online marketplace to any customers or potential customers, notwithstanding the location of such customers.

Violation of eCommerce Policy. Any failure by a Distributor to comply with Zenex's eCommerce Policy may result in one or more of the following actions taken by Zenex without prior notice to the Distributor:

• Purchasing privileges or benefits given to the Distributor may be reduced or revoked by Zenex.
• Purchase Orders for Covered Products may be refused or cancelled.
• Distributor's authorization to use any trademarked or copyrighted images or text, including marketing material, product designations and other information concerning the Covered Products may be revoked by Zenex.
  

Violations of Zenex's eCommerce Policy will be determined by Zenex in its sole discretion. Zenex intends to monitor the activities of its Distributors. Distributors will have no right to enforce the eCommerce Policy. If a Distributor would like to report a possible violation of the eCommerce Policy, the Distributor must email Zenex at marketing(a)gmichemical.com.

eCommerce Policy Modifications. Zenex reserves the right, in its sole discretion, and at any time, to modify, change or terminate this eCommerce Policy in whole or in part, including but not limited to the right to modify the array of products covered under this eCommerce Policy and defined as the Covered Products.

Exceptions. Zenex reserves the right, in its sole discretion, to make exceptions or changes to this eCommerce Policy which apply only to one or more Distributors and not to other Distributors and will have no obligation to inform any Distributor or other person thereof.

Deemed Agreement. Zenex is not seeking written agreement or acknowledgement from any Distributor that such Distributor adheres to the terms of this eCommerce Policy. Every Distributor shall be deemed to agree to this eCommerce Policy by ordering or accepting delivery of any Covered Product.

If you have any questions regarding this policy, please reach out to marketing@gmichemical.com or call us at 440-232-4155. Our marketing team will help you navigate through any questions you may have regarding this announcement.