TERMS AND CONDITIONS

Last Updated: August 12, 2024

CREDIT Vibes Holdings LLC (“Vibes”), in its sole discretion, will assign Applicant a maximum credit lineand shall have the right to increase, decrease, or terminate Applicant's credit privileges under this Application at any time without prior notice to Applicant, except as otherwise provided by law.

INVOICES Payment of the purchase price for goods and/or services acquired from Vibes shall be made pursuant to the terms set forth on each invoice, and Applicant agrees to pay all charges according to the payment terms established in said invoice. The entire outstanding balance on all invoices shall become due to Vibes in full immediately when any invoice becomes past due.

INTEREST Applicant agrees to pay interest in the amount of 1.5%1 per month, or the highest rate permitted by law, whichever is less, on any payment past due, pursuant to the terms set forth on each invoice until collected.

ACCURACY OF INFORMATION Applicant hereby certifies that the information furnished under this application, and on any financial statements furnished in connection herewith, is true and correct and that this information is being furnished to Vibes for the purpose of inducing Vibes to extend credit to Applicant, and Applicant understands that Vibes will rely upon such information.

AUTHORIZATION TO RELEASE INFORMATION Applicant authorizes Vibes to perform any credit checks, which includes, but is not limited to, contacting credit reporting agencies, bank references and trade references listed in this application, to ascertain the Applicant's and its principals’ and its and their guarantors’ credit history and current credit status.

WAIVER The failure of Vibes to insist, in any one or more instances, on performance of these terms and conditions or under any invoice, or to exercise any right hereunder or under any invoice, is not a waiver of the future performances of any terms, covenant, condition or the future exercise of such right.

EXPENSES OF ENFORCEMENT Applicant shall pay to Vibes all costs and expenses, including, without limitation, reasonable attorney's fees of not less than 25% of amount owed, and the fees of any collection agency and court costs, incurred by Vibes in exercising any of its rights or remedies hereunder or under an invoice, or enforcing any of the terms, conditions or provisions hereunder or under an Invoice.

RETURN POLICY Any/all items purchased from Vibes and/or any of its affiliates must meet the following requirements to be eligible for a return, refund or exchange: item(s) must be in original packaging, and brand new condition. Returns must include an RMA number, which can be acquired by calling Vibes and speaking with a dedicated account manager, account executive, or customer service representative. Vibes reserves the right to deny any return or exchange and may request additional information as a condition of a return or exchange. Any SKUs sold in conjunction with or as part of a "LIQUIDATION PROGRAM" are not eligible for return. In the case of LIQUIDATION, all sales are FINAL. Vibes is not liable for items that are lost or damaged while in transit. Shipping services purchased by Applicant in relation to the original purchase, including but not limited to, upgraded and international shipping, are the sole responsibility of Applicant and are non-refundable. This return policy is only available to Applicants who 1 Not sure where late payment interest is at on a broad commercial level these days, but I wouldn’t be surprised if this rate could be higher given recent inflationary pressure. are customers located in the United States and/or Canada. Vibes reserves the right to amend its return policy at any time.

GENERAL (a) If any provision of this Agreement is unenforceable, such unenforceability shall not affect the remainder of this Agreement. (b) These terms and all invoices shall be governed and interpreted according to the laws of the State of Florida absent its conflicts of laws provisions. (c) This Agreement shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns. (d) The rights and remedies granted herein are non-exclusive to those otherwise available under law of equity.

UCCs. Applicant agrees to execute, at Vibes request, a Uniform Commercial Code Financing Statement (UCC-1) in the form supplied by Vibes, granting Vibes a security interest in goods purchased, Applicant's bank accounts, accounts receivables and other rights & property, in connection with any and/or all Invoices.

COMMUNICATION Vibes periodically sends email and mailed communications such as offers, news & announcements. Vibes will share Applicant’s store address with manufacturers requesting data for a manufacturer's website store locater. Applicant’s address will be listed on a store locater as long as Applicant remains an active customer of Vibes (an active customer is a customer that has made a purchase in the last 60 days).

INDEMNIFICATION If Applicant orders goods in a form or packaging that is customized to be manufactured to specifications provided by, or customized to include branding or other content provided by, Applicant in the first instance (collectively, the "Applicant Specifications and Content"), Applicant acknowledges and agrees as follows: (i) Applicant is solely responsible for the Applicant Specifications and Content, and for ensuring that the manufacture, use, offer for sale, sale, importation or other transfer or disposal of goods conforming to, or containing, the Applicant Specifications and Content do not infringe upon or misappropriate the patent, trademark, copyright, trade secret or other intellectual property rights of any third party; (ii) Vibes has not undertaken, shall not undertake, and is not responsible for any review of the Applicant Specifications and Content to determine whether the manufacture, use, offer for sale, sale, importation or other transfer or disposal of goods conforming to, or containing, any Applicant Specifications and Content may infringe upon or misappropriate the patent, trademark, copyright, trade secret or other intellectual property rights of any third party, and (iii) Applicant shall, immediately upon demand, indemnify Vibes, its affiliated companies, manufacturers, suppliers, vendors and other business partners, and each of its and their officers, directors, members, managers, employees, shareholders, agents and professional advisors from (x) any and all third party claims, suits and proceedings of whatever nature ("Claims") resulting from the manufacture, use, offer for sale, sale, importation or other transfer or disposal of goods conforming to, or containing, any Applicant Specifications and Content, and (y) all damages, losses, costs, expenses and liabilities of whatever nature, including attorneys fees and the costs of expert witnesses and other professional advisors, incurred in connection with the defense, settlement, compromise and/or satisfaction of such Claims. The foregoing indemnification obligation shall not apply to any Claim if such Claim would nevertheless apply if the relevant goods did not conform to, and did not contain, any Applicant Specifications and Content.

Acceptance of Terms and Conditions

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