Reseller Information

Term and Termination

The start date is considered the date of the Reseller's first invoice and the Agreement automatically renews. Either party can terminate this Agreement at any time by providing thirty (30) days' written notice to the other party. Upon termination, the Reseller agrees to pay any outstanding payments within thirty (30) days and continue to abide by the Confidentiality / Non-Disclosure section of this Agreement.

Product/Service Scope

This Agreement applies to the specific GFM products the Reseller is authorized to sell, including, but not limited to:

• West Virginia: Go Trout Fishing (paperback)

Reseller Obligations

The Reseller must adhere to GFM's brand guidelines, available on their website at gofish.media/brand. No minimum marketing efforts are required but are appreciated and beneficial to both parties. The Reseller is responsible for first-line customer support. GFM does not expect any sales targets or performance metrics, inventory requirements, or reporting requirements (e.g., sales data, customer feedback), but any information would be greatly appreciated.

GFM's Vendor Obligations

GFM commits to providing its products, invoices, and support to the Reseller in a timely manner, and will provide customer support for more complex issues with its products.

Relationship of Parties

The Reseller is an independent contractor, not an employee, agent, or partner of GFM.

Intellectual Property (IP) Rights

GFM is the sole owner of the trademarks, copyrights, patents, and any other intellectual property related to GFM products and branding. GFM grants the Reseller a limited, non-exclusive, non-transferable license to use GFM's trademarks and logos solely for marketing and selling GFM products as authorized herein; the Reseller acquires no ownership rights in any GFM IP. The reverse engineering of GFM products or dilution of the GFM brand is strictly prohibited.

Confidentiality / Non-Disclosure

Confidential information includes, but is not limited to, pricing, product roadmaps, customer lists, marketing strategies, or anything related to these categories. GFM and the Reseller are both obligated not to disclose this confidential information to third parties during and after the terms of this Agreement.

Warranties and Disclaimers

GFM guarantees its products will be free from defects in material and workmanship upon delivery. For damages during shipping, please refer to GFM's official Shipping Policy, available on its website at gofish.media/shipping. EXCEPT AS EXPRESSLY PROVIDED HEREIN, GFM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The manufacturer's warranty provided by GFM, dependent on the product, is passed through to the end-customer. The Reseller is not authorized to make any additional warranties on behalf of GFM.

Limitation of Liability

Neither party's total liability under this Agreement shall exceed the amounts paid by the Reseller to GFM in the preceding twelve (12) months. This limitation of liability excludes indirect, consequential, or punitive damages.

Indemnification

One party agrees to defend and pay for the losses of the other party if certain events occur (e.g., the Reseller indemnifies GFM if they sell products illegally, misuse GFM's IP, or cause harm due to their negligence; GFM could indemnify the Reseller for claims that a GFM product infringes a third-party patent).

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (excluding payment obligations) if such failure or delay is caused by events beyond its reasonable control, including, but not limited to, acts of God, natural disasters (e.g., earthquakes, floods, fires), war, terrorism, civil unrest, labor disputes, epidemics, pandemics, government action or regulation, or significant disruptions in transportation or supply chains. The affected party shall promptly notify the other party of the occurrence of such an event and shall use reasonable efforts to mitigate its effects and resume performance as soon as practicable.

Assignment

The Reseller may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of GFM. Any attempted assignment or transfer in violation of this clause shall be null and void. GFM reserves the right to assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Governing Law

This Agreement and any disputes or claims arising out of or related to it shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of laws principles.

Dispute Resolution

Initial Resolution:

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties shall first attempt to resolve the matter through good-faith negotiation between senior management representatives.

Binding Arbitration

If initial negotiation does not resolve the dispute within sixty (60) days, any unresolved dispute shall be finally and exclusively settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Parkersburg, West Virginia. The award rendered by the arbitrator(s) shall be final and binding upon both parties, and judgment may be entered thereon in any court having jurisdiction thereof. The parties agree that the arbitration shall be conducted on an individual basis and not as a class, consolidated, or representative action.

Exceptions to Arbitration

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights (e.g., trademarks, copyrights) or to enforce confidentiality obligations, without the necessity of first engaging in negotiation, mediation, or arbitration.

Jurisdiction & Venue

If, for any reason, a dispute proceeds to litigation rather than arbitration, the parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in Parkersburg, West Virginia, and waive any objection to the laying of venue in such courts.

Entire Agreement Clause

This written Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, negotiations, or agreements. Modifications must be in writing and signed by both parties.