PLEASE READ THIS AGREEMENT CAREFULLY. On behalf of yourself and any business entity or sole proprietorship over which you have authority or control (collectively referred to as “You” or “Your”), by clicking “I Agree,” You agree to be bound by the following agreement (“Agreement”). You agree that You are submitting an application to become a vendor associated with Direct Health Shop (“DHS”), whereby, if accepted by DHS, DHS would offer certain consumer goods owned by You (“Goods”) to the public, for sale. DHS has no obligation to accept Your application and offer Your Goods for sale. However, in the event You are notified by DHS that it has approved Your application to become a DHS vendor, the terms of this Agreement apply to all aspects of Your relationship with DHS. You understand that DHS has no obligation to purchase Your Goods, find customers to purchase Your Goods, and DHS does not guarantee the sale of Your Goods to the public. You shall, at your own expense, maintain comprehensive general liability insurance coverage, including coverage for product liability and all other types of insurance coverage related to your Goods. DHS shall not be liable for any misrepresentations or omissions of fact made by You to the public or others about the Goods, including but not limited to the suitability of the Goods for a particular purpose, any and all promises or guarantees of effectiveness of the Goods, and any other claims of the efficacy of the Goods. You shall defend, indemnify, and hold DHS, its owners, employees, agents, and assigns harmless for any and all claims, actions, damages, losses, liabilities, and expenses, including attorney fees and costs expended, arising out of or related to this Agreement and any and all customer or third-party claims or complaints related to the Goods. This indemnification provision includes Your payment of DHS’s reasonable attorney fees in the event DHS is required to exercise its rights hereunder. You may provide information relating to the Goods to DHS, including but not limited to specifications, facts, images, graphics, multimedia, or other content, including but not limited to all trademarks or trade names associated with the Goods (“Marketing Content”), to assist DHS in offering sale of Your Goods to the public. You hereby grant DHS a non-exclusive, perpetual license to exhibit, reproduce, publish, display, and utilize all Marketing Content provided by You to DHS, to assist DHS in the offering for sale of Your Goods to the public. You understand and acknowledge that DHS markets and sells a wide variety of products, many of which are competitive in nature. DHS’s relationship with You as a vendor does not and shall not limit DHS’s ability to contract with any and all other vendors, even if such vendors offer products that are similar, substantially similar, or identical to Your Goods. DHS is not an employee of Yours, and DHS acts purely as an independent contractor for You. You represent and warrant to DHS that the Goods and Marketing Content provided to DHS: (a) does not infringe upon any patent, trademark, copyright, or other proprietary right or interest; (b) Your Goods are free from defects and are fit for safe use by the public; (c) Your Goods are of good and merchantable quality. In addition, You represent and warrant to DHS that: (a) You are in compliance with all applicable state and federal laws and regulations, including, without limitation, any applicable product safety laws, requirements of the United State Food & Drug Administration, product safety regulations, and other regulations. This Agreement shall continue in perpetuity. This agreement shall be governed by the laws of the State of North Carolina, and any disputes arising under this agreement shall be adjudicated in Mecklenburg County, North Carolina. Neither the waiver by DHS of a breach of or a default under any of the provisions of the Agreement, nor the failure by DHS, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any provisions, rights or privileges hereunder. In the event that it becomes necessary to institute legal action to enforce compliance with the terms of this Agreement, the parties agree that, at the conclusion of such legal proceedings, the losing party shall be solely responsible for all legal fees and costs incurred by the prevailing party, such fees and costs to be taxed by the court, including fees incurred during pre-trial, trial, and any applicable appeal or appeals. If any provision of this Agreement is found to be unenforceable or invalid, the Agreement shall be ineffective only to the extent of such provision and the validity of the remaining provisions of the Agreement shall not be affected, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted. In the event that a court of competent jurisdiction determines by final judgment that the scope, time period, or geographical limitations of the covenants specifically set forth herein are too broad to be capable of enforcement, said court is authorized to modify said covenants and enforce such provisions as to scope, time and geographical area as the court deems equitable.