Vendor Compliance and Authenticity Certification Agreement

This Vendor Compliance and Authenticity Certification Agreement (the “Agreement”) is made between the vendor (hereinafter, “Vendor”) and DirectDeals LLC, a Texas limited liability company, including all of its subsidiaries, affiliated entities, and operating brands (collectively, “DirectDeals”).

This Agreement applies to and governs all purchases, transfers, sales, and business transactions of any kind between Vendor and DirectDeals, whether initiated via formal purchase orders, quotes, invoices, digital marketplaces, email, verbal authorization, or any other medium now known or hereafter developed.

1. Certification of Authenticity and Legality

Vendor certifies that all products, goods, software, and licenses supplied to DirectDeals are 100% genuine, authentic, lawfully acquired, and authorized for resale within the United States and globally.

Vendor represents and warrants that:

• No product is counterfeit, pirated, stolen, misappropriated, or acquired in violation of any law or agreement.
• All items are free of liens, legal disputes, and restrictions on resale or transfer.
• Products do not infringe upon any intellectual property rights, including but not limited to copyrights, trademarks, patents, or trade secrets.
• Vendor has lawful title to sell the products, and DirectDeals’ purchase, use, or resale of such goods shall not subject it to liability or enforcement from the Vendor, any manufacturer, third party, or governmental agency.

2. Authorization to Resell

Vendor grants DirectDeals an unrestricted, perpetual, worldwide right to resell, distribute, display, bundle, or transfer the purchased goods, in any form and via any channel, including but not limited to e-commerce marketplaces, retail platforms, government contracts, or direct sale.

Vendor acknowledges that DirectDeals’ resale activities shall not violate any OEM policy, contract, MAP guideline, or authorized reseller framework to which Vendor may be bound.

3. Non-Retaliation Guarantee

Vendor agrees that it shall not initiate, cooperate in, support, or encourage any legal, administrative, or commercial action—directly or indirectly—against DirectDeals by reason of its resale or redistribution of any purchased goods.

This includes but is not limited to:

• Submitting complaints to manufacturers, marketplaces, or regulatory bodies
• Participating in brand enforcement, test purchases, or legal threats
• Withholding future deliveries or services in retaliation for resale activity

4. Indemnification and Liability

Vendor shall fully defend, indemnify, and hold harmless DirectDeals, its officers, directors, employees, agents, customers, and partners from any and all claims, damages, fines, losses, liabilities, costs, or expenses (including attorney fees) arising from:
(a) Any breach of the warranties in this Agreement
(b) Any third-party claim involving infringement, counterfeit, product defect, or title
(c) Any government inquiry, seizure, or penalty involving products supplied by Vendor

5. Liquidated Damages and Remedies

In the event Vendor breaches any provision of this Agreement, Vendor agrees to pay liquidated damages of $25,000 per incident, or the actual cost of all resulting claims, penalties, lost revenue, and legal expenses incurred by DirectDeals, whichever is higher.

DirectDeals may immediately suspend all purchases and may disclose such breach to other trading partners or platforms without liability.

6. Governing Law and Jurisdiction

This Agreement shall be governed exclusively by the laws of the State of Texas, without regard to conflict of law rules. All disputes shall be resolved by binding arbitration in San Antonio, Texas in accordance with the rules of the American Arbitration Association. Vendor waives any right to class action or trial by jury.