WHOLESALE AGREEMENT
This WHOLESALE AGREEMENT (the “Agreement”) is a legal contract between you and DEVIRUP.LLC, doing business as PURIVED (“Purived”). By clicking the box on Purived’s wholesale application page relevant to the Wholesale Agreement (the “Box”), you acknowledge that you have read, accept, and agree to the terms and conditions of this Agreement and to be bound thereby.

Furthermore, by clicking the Box, you represent and warrant that you are legally able and duly authorized to execute this Agreement and that this Agreement shall be binding upon you in accordance with its terms and conditions.

1. Wholesale Agreement

This Agreement authorizes the resale of houseplant fertilizer and related products (the “Products”) manufactured and/or distributed by Purived, excluding any products Purived may designate from time to time at its sole discretion. This is not a supply contract and does not guarantee product availability or delivery lead time. This Agreement will not become effective, and the proposed wholesaler will have no rights hereunder, until the proposed wholesaler (i) has executed this Agreement by clicking the appropriate box on the application page; (ii) has completed all requirements imposed by Purived; and (iii) has been notified by Purived that it has been approved and accepted as an authorized wholesaler (the “Authorized Wholesaler”). Purived reserves the right to accept or reject any proposed wholesaler at its sole discretion.

THIS AGREEMENT DOES NOT AUTHORIZE, AND AUTHORIZED WHOLESALER IS EXPRESSLY PROHIBITED FROM, SELLING OR RESELLING PRODUCTS ON EBAY, AMAZON, AMAZON MARKETPLACE, ETSY, OR ANY OTHER THIRD-PARTY MARKETPLACE, without Purived’s prior express written consent, which may be conditioned or withheld at its sole discretion. Any breach of this provision shall result in immediate termination of the wholesaler's rights under this Agreement.

2. Term

This Agreement will take effect on the date Purived notifies the proposed wholesaler of their approval and acceptance as an Authorized Wholesaler. It will remain in effect until terminated by either party in writing. Purived reserves the right to revoke authorization at any time by providing notice of termination (“Revocation Notice”) to the Authorized Wholesaler. Upon receipt of such notice, the Authorized Wholesaler will be considered a “Former Wholesaler.” The Former Wholesaler may continue to sell any remaining Products in its inventory but must cease all other sales of Products. Purived may require the return of unsold Products, and any refund provided will be subject to deductions, including shipping and restocking fees.

3. Wholesale Pricing

Current wholesale pricing will be visible on Purived’s website and automatically applied when logged into an approved wholesale account. Wholesale pricing cannot be combined with any other discounts, promotions, or offers unless authorized. This pricing is subject to change at Purived’s discretion, and no pricing commitments are made.

4. Purchasing & Payment

Authorized Wholesalers are required to purchase a minimum of $250.00 of Products each calendar quarter. Orders are placed through the wholesaler’s account on Purived’s website. Full payment must be made prior to shipment. Purived reserves a security interest in all Products until payment is completed. In the case of late payments, finance charges will accrue at a rate of 1.5% per month.

5. Prohibited Activities

Authorized Wholesalers shall not make any claims or representations regarding the Products other than those provided by Purived. Deceptive, misleading, or unethical practices are prohibited. Products cannot be sold within three months of their expiration date, nor can they be resold if the wholesaler knows the buyer intends to resell them.

6. Taxes

Authorized Wholesalers must pay all applicable sales and use taxes, unless exempt. Sales tax exemption documents must be submitted, and Purived must be indemnified against any claims arising from tax exemptions.

7. Shipping

Shipping costs are the responsibility of the Authorized Wholesaler. Title and risk of loss pass to the wholesaler when the Products are transferred to the carrier. However, Purived reserves the right to offer free shipping at its sole discretion, including but not limited to promotional events or new customer incentives. Any such offers will be communicated in advance and detailed in applicable promotions or agreements.

8. Returns

Authorized Wholesalers have ten days from receipt of Products to inspect and reject any defective shipments. Returns must be pre-authorized and will incur shipping and handling fees unless the Product is defective.

9. Customization

Requests for customized Products, including private labeling, must be submitted in writing and approved by Purived. Customizations are subject to additional terms and costs.

10. Intellectual Property

Purived retains all rights to its intellectual property, including trademarks, trade names, and marketing materials. The Authorized Wholesaler is prohibited from copying or altering Purived’s intellectual property in any way.

11. Trademark Usage

Authorized Wholesalers consent to Purived's use of their trademarks or logos in marketing and on Purived’s website. Purived is granted a limited license to use such trademarks during the term of this Agreement.

12. Limited Warranty

Purived warrants its Products against manufacturing defects for 60 days from delivery. This limited warranty covers manufacturing defects only.

13. Limitation of Liability

Purived’s liability for any claim is limited to the amount paid for Products in the three months preceding the claim. Purived will not be liable for incidental or consequential damages.

14. Marketing and Advertising

All marketing or promotional materials must be purchased from and approved by Purived. Modifications to any branding or product packaging are prohibited.

15. Confidentiality

Authorized Wholesalers must maintain strict confidentiality regarding all information related to Purived, its products, and business practices.

16. Successors and Assigns

This Agreement is binding upon successors and assigns. Purived may assign this Agreement to a successor entity in case of a reorganization, merger, or sale.

17. Governing Law

This Agreement will be governed by the laws of the State of Idaho, and any disputes will be handled in the courts of Idaho.