BEDROOM THERAPY

WHOLESALE DISTRIBUTION & BUSINESS DEVELOPMENT AGREEMENT

The parties agree as follows:

1. PURPOSE OF AGREEMENT

Bedroom Therapy agrees to provide Purchaser with wholesale access to eligible Bedroom Therapy products, startup inventory, branding assistance, website assistance, and ongoing business-development support as described in this Agreement.

The purpose of this Agreement is to provide Purchaser with the products, pricing, and support necessary to establish and independently operate his own enhancement-product sales business.

Purchaser may market and sell the products through his own business name, website, customer base, retail accounts, sales representatives, vending locations, online channels, or other lawful sales channels.

Purchaser is an independent business operator and is not an employee, legal representative, agent, partner, or franchisee of Bedroom Therapy.

2. INITIAL BUSINESS DEVELOPMENT INVESTMENT

Purchaser agrees to make a one-time initial investment of $5,000.00 to Bedroom Therapy.

The $5,000 investment provides Purchaser with the wholesale purchasing rights, startup inventory, branding assistance, website assistance, and business-development services described in this Agreement.

THE $5,000 INVESTMENT INCLUDES:

• Access to purchase eligible Bedroom Therapy products at $5.00 per unit
• A minimum future order requirement of only 100 total units per order
• 600 free startup product units
• Assistance developing Purchaser’s own business, brand, or product-line name
• Assistance developing private-label concepts for capsules, honey, and coffee
• Assistance with establishing Purchaser’s e-commerce website
• Reasonable ongoing monthly website maintenance assistance
• Assistance with product descriptions and general marketing language
• General product pricing and presentation guidance
• No geographic sales territory restrictions
• No contractual restriction on lawful customers or sales channels

The $5,000 investment is separate from Purchaser’s responsibility for custom packaging, Shopify expenses, advertising, shipping, and other third-party business expenses described elsewhere in this Agreement.

3. 600 FREE STARTUP UNITS

As part of Purchaser’s initial business package, Bedroom Therapy will provide Purchaser with 600 total product units at no additional product cost, consisting of:

200 Capsules

200 Honey Units

200 Coffee Units

TOTAL FREE STARTUP INVENTORY: 600 UNITS

The 600 units are a one-time startup benefit provided under this Agreement.

After the initial 600 units, Purchaser may purchase additional eligible products under the wholesale pricing provisions of this Agreement.

4. WHOLESALE PRODUCT PRICE

After the initial startup inventory, Purchaser shall have the right to purchase eligible Bedroom Therapy products at:

$3.00 PER UNIT

The minimum order shall be:

100 TOTAL UNITS PER ORDER

Unless otherwise agreed, the 100-unit minimum may consist of any combination of eligible products available through Bedroom Therapy.

For example, Purchaser may order:

• 100 units of one product; or
• A combination of capsules, honey, coffee, and other eligible products totaling at least 100 units.

There is no maximum order quantity.

5. PRODUCTS COVERED

The $5.00 wholesale pricing shall apply to eligible Bedroom Therapy products made available for wholesale distribution under this Agreement, including:

• Male enhancement capsules
• Enhancement honey
• Enhancement coffee
• Other Bedroom Therapy products subsequently designated as eligible for the contracted wholesale price

New products, specialty products, or products having substantially different manufacturing or acquisition costs may be separately priced unless Bedroom Therapy agrees to include them at the $3.00 wholesale price.

6. BUSINESS AND BRAND NAME DEVELOPMENT

Bedroom Therapy will provide reasonable assistance to Purchaser in developing and/or selecting his own business, brand, or product-line name.

This assistance may include:

• Business-name ideas
• Brand-name development
• Product naming
• Product descriptions
• Branding concepts
• Marketing positioning
• Packaging concepts
• General presentation of the product line

Purchaser shall have final approval over the name and branding used for his independent business.

Purchaser is responsible for determining the legal availability of his selected business or brand name and for any trademark, business registration, copyright, or other intellectual-property filings Purchaser chooses to obtain.

7. PRIVATE-LABEL AND CUSTOM PACKAGING

Purchaser may establish his own approved private-label identity for the products.

Bedroom Therapy will provide reasonable assistance with the development and coordination of private-label packaging for:

• Capsules
• Honey
• Coffee

Purchaser shall be responsible for all costs associated with his custom/private-label packaging.

These expenses may include:

• Labels
• Custom printed sachets
• Boxes
• Bottles
• Pouches
• Printing
• Packaging setup charges
• Graphic or design modifications
• Minimum packaging production quantities
• Shipping and freight associated with custom packaging

Where reasonably possible, packaging costs will be quoted or disclosed to Purchaser before Purchaser becomes financially responsible for the expense.

8. WEBSITE SETUP ASSISTANCE

Bedroom Therapy will provide reasonable assistance to Purchaser in establishing an e-commerce website for the marketing and sale of his products.

Website assistance may include:

• Initial website planning
• Shopify setup assistance
• Product-page organization
• Product descriptions
• Pricing recommendations
• Website copy
• Branding guidance
• Product images or approved product information when available
• General e-commerce guidance

The website will be operated for Purchaser’s independent business.

9. MONTHLY WEBSITE MAINTENANCE ASSISTANCE

Bedroom Therapy will provide reasonable ongoing monthly assistance with basic website maintenance as part of the business-development services included in this Agreement.

This assistance may include reasonable updates to:

• Product descriptions
• Product information
• Product images
• Pricing
• Basic website content
• Promotional information

This assistance does not include major website redesigns, custom software development, paid advertising management, or services requiring substantial third-party development unless separately agreed.

10. SHOPIFY AND THIRD-PARTY WEBSITE EXPENSES

Purchaser is responsible for all direct third-party expenses associated with establishing and operating his website.

These expenses include, when applicable:

• Shopify monthly subscription
• Shopify transaction fees
• Payment-processing fees
• Domain registration and renewal
• Website applications
• Plug-ins
• Premium themes
• Advertising
• Third-party development services
• Other third-party e-commerce expenses

Bedroom Therapy’s assistance with the website does not make Bedroom Therapy financially responsible for Shopify or other third-party charges.

11. UNRESTRICTED SALES TERRITORY

There are no geographic sales restrictions imposed on Purchaser under this Agreement.

Purchaser may market and sell his products locally, statewide, nationally, or through online channels wherever such sales are lawful.

Purchaser is not limited to any specific:

• City
• County
• State
• Territory
• Customer category
• Market
• Sales platform

This Agreement does not grant Purchaser an exclusive territory. Bedroom Therapy retains the right to sell products and establish other wholesale, retail, distribution, private-label, or other business relationships in any geographic market.

12. SALES CHANNELS AND CUSTOMERS

Bedroom Therapy places no contractual limitation on the lawful customers or businesses to whom Purchaser may sell.

Purchaser may sell through channels including:

• Direct-to-consumer sales
• E-commerce
• Retail stores
• Convenience stores
• Clubs and entertainment venues
• Barbershops and salons
• Independent sales representatives
• Distributors
• Vending machines
• Events
• Social media
• Other lawful sales channels

Purchaser is responsible for ensuring that his sales methods comply with applicable laws, regulations, payment-processor requirements, and platform policies.

13. RESALE PRICING

Purchaser shall independently determine his own retail and resale prices.

Bedroom Therapy may provide suggested retail pricing, marketing recommendations, and potential profit illustrations; however, Purchaser has the final responsibility for determining the prices charged to his customers.

14. FUTURE PRODUCT ORDERS

Unless otherwise agreed in writing, future wholesale orders must be paid in full before products are shipped, delivered, or released.

Eligible products shall be priced at $5.00 per unit, subject to the minimum order of 100 total units.

Purchaser shall be responsible for applicable shipping, freight, custom packaging, special handling, and other costs outside the wholesale product price unless Bedroom Therapy agrees otherwise in writing.

15. GOOD-STANDING REQUIREMENT

Purchaser’s wholesale purchasing privileges under this Agreement are conditioned upon Purchaser remaining in good standing with Bedroom Therapy.

Good standing includes:

• Timely payment of amounts owed
• Compliance with this Agreement
• No fraudulent use of Bedroom Therapy products or intellectual property
• No unauthorized or unlawful product representations

Bedroom Therapy may suspend future wholesale orders if Purchaser has unpaid balances or materially breaches this Agreement.

16. PRODUCT CLAIMS AND MARKETING

Purchaser agrees not to knowingly make false, misleading, unauthorized, or legally prohibited representations concerning the products.

Bedroom Therapy may provide approved or suggested product descriptions and marketing language.

Purchaser remains responsible for advertisements, claims, promotions, and representations created or distributed independently by Purchaser.

17. INDEPENDENT BUSINESS RELATIONSHIP

Purchaser operates an independent business.

Nothing contained in this Agreement creates a:

• Partnership
• Joint venture
• Employment relationship
• Franchise
• Agency relationship

Purchaser is responsible for his own:

• Business licenses
• Taxes
• Permits
• Insurance
• Employees
• Independent contractors
• Sales representatives
• Advertising
• Customer relationships
• Business expenses
• Regulatory compliance

18. NO GUARANTEE OF SALES OR PROFITS

Bedroom Therapy does not guarantee any specific amount of sales, revenue, customers, profit, or return on Purchaser’s $5,000 investment.

Any examples, projections, profit calculations, or sales scenarios provided by Bedroom Therapy are for illustration and business-planning purposes only.

Actual results depend upon Purchaser’s sales efforts, pricing, marketing, expenses, customer acquisition, market conditions, and other factors.

19. THIRD-PARTY SERVICES

Bedroom Therapy shall not be responsible for the actions, policies, fees, account decisions, suspensions, technical failures, or service interruptions of Shopify, payment processors, banks, shipping companies, advertising platforms, social-media platforms, domain providers, or other third-party service providers.

20. MODIFICATIONS

Any material modification of this Agreement must be agreed upon by both parties in writing.

Email or electronically signed written amendments may satisfy this requirement if they clearly identify the modification agreed upon by both parties.

21. SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the extent permitted by law.

22. ENTIRE AGREEMENT

This Agreement constitutes the complete understanding between Bedroom Therapy and Purchaser concerning the wholesale pricing, startup inventory, website assistance, branding assistance, and business-development services described herein.

It supersedes prior oral discussions concerning these specific terms.

23. ELECTRONIC SIGNATURES

Electronic signatures, scanned signatures, and electronically transmitted copies of this Agreement shall be treated as originals and shall have the same force and effect as manually signed copies to the extent permitted by applicable law.

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INVESTMENT & PAYMENT ACKNOWLEDGMENT

Total Initial Business Development Investment: $5,000.00

Amount Paid: $________________________

Balance Due: $________________________

Payment Date: ________________________

Payment Method: Credit Card via Bedroom Therapy website (www.bedroom-therapy.com) Vending Machine Product. Vending Machine not provided as part of this agreement, payment is for payment of the investment only.

Unless otherwise agreed in writing, the $5,000 initial investment shall be paid in full before the 600-unit startup inventory is released and before custom website and branding development services begin.

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ACCEPTANCE AND SIGNATURES

By signing below, the parties acknowledge that they have read and understand this Agreement and voluntarily agree to its terms.

BEDROOM THERAPY

Authorized Representative: ______________________________

Title: _________________________________________________

Signature: _____________________________________________

Date: _________________________________________________