Tantus MAP Policy Feeldoe / Realdoe

Feeldoe / Realdoe Price Reduction  May 25, 2017

Greetings,

Tantus, Inc is proud to be a woman founded company with an abiding commitment to sexual health. Tantus was the pioneer in the introduction of silicone sexual health products and is dedicated to providing innovative, health conscious, eco-friendly products,

We deeply value our relationship with our select resellers and realize much of our success comes from cooperative partnership, As such we consider not only what is best for Tantus but what is in the best interest of our consumers and our partner resellers. We also value simplification and consistenty in activities and operations.

As the primary distributor of Feeldoe and Realdoe products, we have determined it to be prudent to simplify pricing and co reduce the MSRP of these products. Further, in light of the detrimental effect of price-based advertising, we are implementing a Minimum Advertised Price (“MAP”) Policy for all Feeldoe and Realdoe products.

Attached to this letter is a copy of our MAP Policy, MAP Pricing, and MAP Agreement for Feeldoe and Realdoe products. In brief, the MSRP for the Feeldoe / Realdoe will range from

124.99 to $145.99 with the MAP Price ranging from $117.99 to $13B.99.

As of June 1, 2017 all current back orders for Feeldoe and Realdoe products will be cancelled. These products will only be sold to those resellers that complete, return, and abide by the MAP Agreement,

To simplify pricing, the wholesale price of these products will be set at 50Po of MSRP. The wholesale price for the products will range from $62.50 to $73.00.

Further, instead of the numerous individual prices and discounts, we are implementing bulk discount pricing of 35P• of MSRP, with prices ranging from $43.75 to $51,10. Only purchases of 24 or more of these products at a single time will qualify for bulk pricing.

These prices will apply to all resellers and will not be affected by any currently offered line item or tier discount. The only discount that will apply is the “pay at ship” discount offered to domestic clients.

We look forward to an ongoing, mutually beneficial relationship with you. Please contact your Tantus Sales Representative if you have any questions relating to this letter or policy.

Contact Tantus Here

Tracey L Cost  Sales   Tantus, Inc

1095 Spice Island Dr., Suite 100

Sparks, NV 89431 USA  Main: (775) 284-6400  Cell: (203) 828-7172

Direct: (775) 284-6415   Facsimile: (775) 284-6420

 

TANTUS RESELLER AGREEMENT FOR THE SALE OF FEELDOE
® & REALDOE TM (continued)
Buyer shall not knowingly sell the Product to third parties that are known to the Buyer that sell through an online marketplace or auction service. 5. Minimum Advertised Price.
All of your dealings with Tantus are subject to the policies adopted from time-to-
time by Tantus, including Tantus’ Minimum Advertised Pricing policy (“MAP Policy”) which Tantus has unilaterally adopted to protect the integrity of the Product and Tantus’ retailer network. A copy of the current MAP Policy is  hereby attached to this Agreement. Any resale or offer for sale of Products by distributors or retailers of Buyer may  be viewed in accordance with Tantus’s policies as if such Products are sold and offered for sale directly by Buyer
itself.
6. Price and Taxes.
Buyer shall purchase the Products from Tantus at the price (the “Prices”) set forth in the
Purchase Order. All Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties  and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not be responsible for any taxes
imposed on, or with respect to, Tantus’ income, revenues, gross receipts, personnel or real or personal property or  other assets.
7. No Set-off.
Buyer shall not, and acknowledges that it will have no right, under this Agreement, any other  agreement, document or law, to withhold, offset, recoup or debit any amounts owed (or to become due and owing)  to Tantus, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by Tantus.
8. Warranties.
 (a) Tantus warrants to Buyer that for a period of 30 days from the date of shipment of the Products  (“Warranty Period  ”), such Products will be free from material defects in material and workmanship.(b)
[EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 10(A),] TANTUS MAKES NO
WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR
IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
(c)  Tantus shall not be liable for a breach of the warranty set forth in Section 7(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Tantus within 10 days of the time when Buyer discovers or ought to have discovered the defect; (ii) Tantus is given a reasonable opportunity after receiving the
notice to examine such Products and Buyer (if requested to do so by Tantus) returns such Products to Tantus’ place of business at Tantus’ cost for the examination to take place there; and (iii) Tantus reasonably verifies
TANTUS RESELLER AGREEMENT  FOR THE SALE OF FEELDOE
® &
REALDOE
TM
(continued)
Buyer’s claim that the Products are defective.
(d)
Subject to Section 7(c), with respect to any defective Products identified during the Warranty
Period, Tantus shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii)
credit or refund the Price of such Products
provided that
, if Tantus so requests, Buyer shall, at Tantus’ expense,
return such Products to Tantus.
(e)
THE REMEDIES SET FORTH IN SECTION 7(e) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE
REMEDY AND TANTUS’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN
SECTION 7(e).
9. Limitation of Liability.
(a)
IN NO EVENT SHALL TANTUS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR
DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH
OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER
OR NOT TANTUS WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE
THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF
ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
(b)
IN NO EVENT SHALL TANTUS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO
THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO TANTUS FOR THE
PRODUCTS SOLD HEREUNDER or $10,000, WHICHEVER IS LESS.
10. Compliance with Law.
Buyer is in compliance with and shall comply with all applicable laws, regulations and
ordinances. Buyer has and shall maintain in effect all the licenses, permissions, authorizations, consents and
permits that it needs to carry out its obligations under this Agreement.
11. Termination.
Except as otherwise provided herein, either party may terminate this Agreement at any time
without cause by giving the other party five days written notice of termination. In the event that there is a
termination, this Agreement shall remain applicable to any purchase order made by Buyer and accepted by Tantus
prior to the date notice of termination was given. Upon termination of the agreement for any reason, all monies
owed by Buyer to Tantus shall be due and payable immediately. Any other provision that, in order to give proper
effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination
of this Agreement.
TANTUS RESELLER AGREEMENT
FOR THE SALE OF FEELDOE
®
&
REALDOE
TM
(continued)
TANTUS RESELLER AGREEMENT
FOR THE SALE OF FEELDOE
®
&
REALDOE
TM
(continued)
12. Entire Agreement.
This Agreement, including and together with any related exhibits, schedules, attachments
and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter
contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and
warranties, both written and oral, regarding such subject matter.
13. Choice of Law and Forum.
This Agreement, and all matters arising out of or relating to this Agreement, are
governed by, and construed in accordance with, the laws of the State of Nevada, United States of America,
without regard to the conflict of law’s provisions thereof to the extent such principles or rules would require
or permit the application of the laws of any jurisdiction other than those of the State of Nevada. The United
Nations Convention on Contracts for the International Sale of Goods is hereby excluded from application to this
Agreement. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation or
proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement,
and all contemplated transactions, including contract, equity, tort, fraud and statutory claims, in any forum
other than the U.S. District Court, District of Nevada, or, if such court does not have subject matter jurisdiction,
the courts of the State of Nevada sitting in Reno, Nevada, and any appellate court from any thereof. Each Party
irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.
14. Force Majeure.
Any delay or failure of Tantus to perform its obligations under this Agreement will be excused
to the extent that the delay or failure was caused directly by an event beyond Tatus’ control.
15. Relationship of the Parties.
The relationship between the Parties is that of independent contractors.
Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business
opportunity, joint venture or other form of joint enterprise, employment or fiduciary relationship between the
Parties, and neither Party shall have authority to contract for or bind the other party in any manner whatsoever. No
relationship of exclusivity shall be construed from this Agreement.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date first written
above by their respective officers thereunto duly authorized