This Online Dealer Agreement .(the “Agreement”) supplements, amends, and is deemed incorporated into the currently effective Sale Terms and Policies Applicable to Dealers (the “Terms”) between you and Helly Hansen U.S. Inc. (Helly Hansen).

The “Agreement Effective Date” is the date that this Agreement is signed.

Except as supplemented or amended pursuant to the terms and conditions in this Agreement, the Terms remain unchanged and in full force and effect as written. Unless otherwise defined herein, capitalized terms herein shall have the meanings ascribed to them in the Terms.

1. The Terms prohibit the sale of Helly Hansen products (“Products”) online on any website without Helly Hansen’s prior written approval. Subject to and to the extent provided by the terms and conditions herein, you may market for sale and sell Products solely and exclusively at the website(s) identified as approved by Helly Hansen in the Application for Website Approval on page 2 of this Agreement (the “Website”). You are prohibited from marketing for sale and/or selling products on any other website.

Your Website must be confined to the specific approved domain name. You may not use any Helly Hansen owned Trademarks (as defined below), nor any misspellings or variations of any Helly Hansen Trademarks, in the construction of your domain name, including top-level domains and sub-domains, or URLs for any part of your Website.

The full name, address, and telephone contact of your business should be clearly indicated at your Website. Your Website must not give the appearance that it is operated by Helly Hansen.

The following copyright attribution must appear on any page of your Website where Helly Hansen graphic material appears: Helly Hansen’s logo, text, graphics and photo images are the property of Helly Hansen and are used with permission. Copyright © 2018.

2. Helly Hansen may terminate its approval for you to market and sell Products at your Website, and you must cease all such marketing and sales within 15 days of receiving notice of such termination.

3. At Helly Hansen’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise your Website.

4. Helly Hansen grants you a non-exclusive, non-transferable, limited license to use those Helly Hansen trademarks, trade names, service marks, logos, and trade dress separately authorized in writing by Helly Hansen (collectively for this Agreement, “Helly Hansen Trademarks”) solely for purposes of performing marketing under this Agreement at your Website; provided, however, Helly Hansen may review your intended or current use of such Helly Hansen Trademarks at any time. Your use of Helly Hansen Trademarks shall be in conformance with any guidelines that may be provided by Helly Hansen and must be commercially reasonable as to the size, placement, and other manners of use. All goodwill arising from your use of Helly Hansen Trademarks shall inure solely to the benefit of Helly Hansen.

5. In the operation of your Website, you acknowledge and agree that you are responsible for all rights and obligations applicable to you and your individual end users/customers in a privacy policy and any terms of use, terms of sale, other agreements or the like applicable to your Website or your sale of Products.

6. In your sales of Products from your Website, you acknowledge and agree that you are responsible for all fulfillment to your individual customers, any applicable taxes associated with such individuals’ purchases of Products, and any returns of Products.

7. You may not ship any Products to customers outside the United States without obtaining Helly Hansen’s prior written consent. Accordingly, you will prominently display at your Website a statement similar to the following: “We ship Helly Hansen products only to customers within the United States.”

8. You represent and warrant that, in all operations of your Website, you will be in and maintain compliance with applicable Payment Card Industry Data Security Standards and will be certified as compliant at the appropriate level.

9. On termination of your Dealer Account, you must immediately cease all marketing and sales of Products at your Website.

The parties have caused this Agreement to be executed in their respective names by their duly authorized representatives.

Application for Website Approval: