NIFTY NAPKIN INC
AUTHORIZED ONLINE SELLER POLICY
EFFECTIVE FEBRUARY 1, 2023 

Nifty Napkin Inc ("Company") and its trademark Hotpot Queen ("Brand") are committed to working with customers to facilitate the sale of Hotpot Queen Branded Products ("Products") through direct E-commerce channels operating in and serving territories authorized ("Authorized Territories") by Nifty Napkin Inc. Hotpot Queen maintains an E-commerce Authorized Reseller Policy to protect Hotpot Queen's brand and intellectual property, as well as its authorized channel partners ("Partners"). This policy is also in place to protect end customers, ensuring they receive accurate product information, pricing, and customer service that meet Hotpot Queen's standards.
The policy works to ensure fair competition among resellers and provide equitable terms to those who have invested in stocking and marketing Hotpot Queen's products and abide by Hotpot Queen's policies and programs. Hotpot Queen will interpret and enforce this policy at its sole discretion.
In order to be considered an E-commerce Authorized Reseller (“Reseller”), you must meet the following requirements:

Sell Exclusively on Approved Websites

• Unless otherwise explicitly authorized in writing by the current and acting Director of Sales or Director of Wholesale subsequent to the effective date of this policy, Resellers may only take orders via websites owned and operated by their own company. Selling on third party marketplaces (e.g., Amazon, eBay, Walmart, Rakuten, etc.), dropship accounts (e.g., Buy.com, Jet.com, Overstock, etc.) or classified sites (e.g., OfferUp, Craigslist, Facebook Marketplace, etc.) is strictly prohibited.

Maintain Accurate Brand & Product Information

• Maintain proper use of all Hotpot Queen's trademarks.
• Sell product only in original packaging.
• Do not duplicate, register or develop different EAN/UPCs to differentiate a product.

Marketing and Consumer Protections

• If a Reseller wishes to participate in the marketing of Hotpot Queen's Brand and Products through any online advertisement platform (Google Adwords, Facebook Ads, Instagram, etc.), the reseller must submit a written request to Hotpot Queen for a list of approved ad keywords to use, in order to avoid direct competition with Hotpot Queen's primary marketing efforts.
• Resellers may not advertise, market, promote, display, demonstrate, bundle, or sell any products or services that are not authorized Hotpot Queen Products in a manner that would imply, suggest, or infer that those products or services are made by, endorsed by, work with, or are associated with Nifty Napkin Inc, Hotpot Queen, or its Products. Resellers are responsible for ensuring that the Products are not misbranded or represented as any other brands.

Bulk Sales by Resellers

• The Products may not be sold in Bulk by Resellers. “Bulk” is defined as more than four (4) cases in a single transaction or more than ten (10) cases within a thirty (30) day period. Resellers shall implement appropriate measures to identify and prevent suspicious purchase patterns (e.g., frequent repeated purchases by an individual or group) and shall promptly report any such incidents to Hotpot Queen.

Unauthorized Exports and Foreign Market Agreements

• Resellers who engage in the sale of Products agree to cooperate with Hotpot Queen in preventing the unauthorized exportation of the Products. Resellers shall not advertise for sale, knowingly conduct sales, or ship Products outside of the United States of America and its Territories or sell Products to any third party that advertises for sale, knowingly conducts sales, or ships the Products outside of the United States of America, unless they have explicit prior written consent from Hotpot Queen.

Minimum Advertised Price Policy

• All Resellers acknowledge that they have received and will abide by the Company's Minimum Advertised Price (MAP) policy from an authorized Brand distributor or from the Company upon entering into any transaction with the Brand. If the MAP policy is violated, the Company reserves the right to revoke Reseller status at its discretion.

Seller Names and Property Disclosure

• Maintain accurate and up-to-date company information and disclose all retail locations, web properties, temporary storefronts and seller names across all channels directly to Hotpot Queen. Any seller transacting through eCommerce must report all websites and seller names advertising or transacting Hotpot Queen products to sales@hotpotqueen.com.

Legal Compliance

• Resellers acknowledge that they will comply with all applicable laws, rules and regulations related to the advertising, sale and marketing of Hotpot Queen products, including but not limited to:

1. Not making false or misleading claims and/or engage in deceptive sales tactics.
2. Compliance with the Controlling the Assault of Non-Solicited Pornography And Marketing (CAN-SPAM) Act and similar laws regarding the transmission of unsolicited commercial email.
3. Maintaining an adequate and representative online presence that includes an appropriate Privacy Policy and Terms of Service, in accordance with applicable laws and regulations.
4. Ensuring transactions flow end-to-end through a PCI-DSS compliant payment stack through a known, trusted and licensed payment processor.

Enforcement

• A Reseller's willing and/or repeated violation of the terms of the Online Seller Policy may result in the immediate termination of any and all existing and future agreements with the Brand and may subject the Reseller to enforcement actions at the discretion of Nifty Napkin Inc, including but not limited to:

1. Loss of authorization to market, sell, and distribute any and all Nifty Napkin Inc and/or Hotpot Queen related products and services.
2. Imposition of shipment suspension.
3. Permanent and irrevocable termination of the Reseller's account with Nifty Napkin Inc brands and properties.

• Any willing attempt by a Reseller to circumvent the terms of this policy may be deemed an enforceable violation at the sole discretion of Nifty Napkin Inc. No failure or delay in the enforcement of this policy shall be deemed a waiver of any right. Nifty Napkin Inc reserves all rights to modify this policy at any time, without prior notice.

E-commerce Authorized Reseller Benefits

Resellers who abide by all facets of this policy will be deemed authorized to sell Hotpot Queen's products in e-commerce within Authorized Territories, provided they maintain strict adherence to the policy. Resellers acknowledge that they do not have any proprietary rights to Hotpot Queen's trademarks or other intellectual property of Nifty Napkin Inc but are granted a limited license to use the Hotpot Queen trademarks, copyrights, images, and product information in accordance with Hotpot Queen brand guidelines solely for the purpose of reselling Hotpot Queen products.