DEMDACO & Willow Tree® Authorized Retailer Policy

This DEMDACO Authorized Retailer Policy for the United States ("Policy") is issued by DD Traders Inc. d/b/a DEMDACO ("DEMDACO," "we," or "our") and applies to Authorized Retailers of DEMDACO and Willow Tree® products in the United States of America. By purchasing DEMDACO and/or Willow Tree® products, you ("Retailer," "you," or "your") agree to adhere to these terms. Until such status is revoked, in DEMDACO's sole and absolute discretion, you will be an "Authorized Retailer." This Policy supplements any then-current agreement between you and DEMDACO related to the purchase and/or resale of DEMDACO and/or Willow Tree® products.

  • Brand Authorizations.
    • You are authorized to sell DEMDACO-branded products consistent with the terms of this Policy.
    • You may not sell Willow Tree®-branded products without being separately authorized by a DEMDACO Territory Manager. Please contact willowtreeapproval@demdaco.com for more information.
    • "Products" in this Policy shall refer to (i) DEMDACO products and (ii) Willow Tree® products, if you have been authorized to sell Willow Tree® products.
  • Authorized Customers. You are authorized to sell Products only to End Users in the United States. An "End User" is any purchaser of the Products who is the ultimate user of the Products and who does not intend to resell the Products to any third party. You shall not sell or transfer Products to any person or entity you know or have reason to believe intends to resell the Products. You shall not sell or transfer a quantity of the Products to any individual greater than that typically purchased for personal use. You shall not sell, ship, or promote the Products outside the United States of America without our prior written consent.
  • Online Sales. You shall not offer for sale or sell Products on or through any website, online marketplace (including, but not limited to, Amazon, eBay, and Walmart Marketplace), mobile application, or other online forum without our prior written consent. If you are interested in selling our Products online, please complete the DEMDACO Authorized Online Seller Application Form for the United States:

    Apply to Sell Online

    The terms of this Policy supersede any prior agreement between DEMDACO and you regarding the sale of the Products online. Any authorization previously granted to you by DEMDACO to sell the Products online is revoked.
  • Sales Practices. You shall conduct your business in a reasonable and ethical manner at all times and shall not engage in any deceptive, misleading, or unethical practices or advertising at any time. You shall not make any warranties or representations concerning the Products except as expressly authorized by DEMDACO. You shall comply with all applicable laws, rules, regulations, and policies (a) applicable to your business and/or (b) related to the marketing and sale of the Products. You shall represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of DEMDACO or the Products. You shall not advertise Products not carried in inventory. You shall only purchase Products from DEMDACO.
  • Product Care, Customer Service, and Other Quality Controls. You shall comply with the Product Care, Customer Service, and Other Quality Controls attached as Exhibit A.
  • Intellectual Property.
    • You acknowledge and agree that DEMDACO owns all proprietary rights in and to the DEMDACO brand, name, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the DEMDACO-branded products (the "DEMDACO IP").
    • You acknowledge and agree that all proprietary rights in and to the Willow Tree® brand, name, logo, trademarks, service marks, trade dress, copyrights, and other intellectual property related to the Willow Tree®-branded products (the "Willow Tree® IP") is owned by Susan Lordi, the artist and designer of the Willow Tree®-branded products, and used by DEMDACO pursuant to a license.
    • The "Licensed IP" shall herein refer to (i) the DEMDACO IP and (ii) the Willow Tree® IP, if Retailer has been authorized to sell Willow Tree® products.
    • You are granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of your status as an Authorized Retailer. All goodwill arising from your use of the Licensed IP shall inure solely to the benefit of DEMDACO or its licensors.
    • Your use of the Licensed IP shall comply with any guidelines that we may provide, including, with respect to your sales of Willow Tree® products, the Willow Tree® Graphic Standards attached as Exhibit B. Your use of the Licensed IP must be commercially reasonable as to the size, placement, and other manners of use. You must not use the Licensed IP in any way that implies partnership, sponsorship, affiliation, or endorsement with DEMDACO. You must not display the Licensed IP more prominently than your company, product, or service name. You must not alter or imitate the Licensed IP, packaging, marketing materials, or photographs. The DEMDACO and Willow Tree® trademarks are proper names and should be capitalized accordingly. We reserve the right to review and approve, in our sole discretion, your use or intended use of the Licensed IP at any time, without limitation.
    • In marketing the Products, you shall only use images of Products either supplied by or authorized by DEMDACO and shall ensure that all Product images and descriptions are accurate and up to date. All use of the Licensed IP must be truthful, accurate, and not likely to cause confusion as to source, affiliation, or association.
    • You shall not create, register, or use any domain name, social media screenname or username, or mobile application name that contains any Product name or any trademark owned by or licensed to DEMDACO, nor a misspelling or confusingly similar variation of the same.
  • Audit. Upon request, you must provide sell-through information by Product and selling location (i.e., brick-and-mortar storefront(s) versus ecommerce website(s) authorized by DEMDACO, if applicable). We may review your activities for compliance with this Policy, and you agree to cooperate with any such investigation, including, but not limited to, permitting inspection of your facilities and records related to the Products.
  • Termination. We may terminate your status as an Authorized Retailer with written notice. Upon termination of your status as an Authorized Retailer, you shall immediately cease (i) selling the Products; (ii) acting in any manner that may reasonably give the impression that you are an Authorized Retailer or have any affiliation whatsoever with DEMDACO; and (iii) using all Licensed IP.
  • Modification. We may amend this Policy at any time. Unless otherwise provided, such amendments will take effect immediately, and your continued use, advertising, offering for sale, or sale of the Products, use of the Licensed IP, or use of any other information or materials provided by DEMDACO to you will be deemed your acceptance of the amendments.

EXHIBIT A

PRODUCT CARE, CUSTOMER SERVICE, AND OTHER QUALITY CONTROLS

  • Comply with all instructions provided by DEMDACO regarding the storage, handling, shipping, disposal, or other aspect of the Products, including instructions provided on Product labels. Store Products in a cool, dry place, away from direct sunlight. Products shall not be stacked or shipped in a manner that would cause crushing of Products or the Products' packaging.
  • Sell Products in their original packaging with all hang tags, inserts, and other associated components intact. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. In particular, do not market confusingly similar merchandise in close proximity to Willow Tree® products.
  • Do not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Do not tamper with, deface, or otherwise alter any trademark, serial number, UPC code, tracking code, or other identifying information on Products or their packaging. When shipping a Product, do not place any shipping label directly on the retail packaging of the Product.
  • Do not advertise or resell as "new" any Product that has been returned opened or repackaged.
  • Promptly upon receipt of the Products, inspect the Products and their packaging for damage, defect, broken seals, evidence of tampering, or other nonconformance (a "Defect"). If any Defect is identified, do not offer the Product for sale and promptly report the Defect to DEMDACO at support@demdaco.com.
  • Be familiar with the special features of all Products marketed for sale and obtain sufficient Product knowledge to advise customers on the selection and proper use of the Products, as well as any applicable guarantee or return policy. Be available to respond to customer questions and concerns both before and after sale of the Products and respond to customer inquiries promptly.
  • Ensure that any third-party logistics provider engaged to store inventory of or fulfill orders for the Products is aware of and complies with all Product quality controls and customer service standards described herein or otherwise conveyed by DEMDACO. Ensure that any such third-party logistics provider stores all inventory of Products segregated by seller such that no Products provided to the third-party logistics provider are commingled with those owned by any third party. DEMDACO reserves the right to request additional information regarding the use of third-party logistics providers and such information must be provided promptly to DEMDACO. Cooperate with DEMDACO in investigating any concerns related to the Products that may relate to the use of a third-party logistics provider.
  • If applicable, you may use a "Permissible Delivery Service," which is defined as a third-party vendor that provides services to pick up Products from you for prompt delivery to End Users (but does not provide warehousing or storage services) and may also provide payment collection services via the service's website or mobile application.
  • As between you and DEMDACO, you shall be responsible for all fulfillment to your customers who order Products, any applicable taxes associated with such purchases of Products, and any returns of Products.
  • Cooperate with DEMDACO with respect to any Product tracking systems that may be implemented from time to time.
  • Cooperate with DEMDACO with respect to any Product recall or other consumer safety information dissemination efforts.
  • Implement commercially reasonable loss prevention and anti-diversion measures. Notify DEMDACO promptly in the event of a theft or other loss of a material quantity of Products.
  • Report to DEMDACO any customer complaint or adverse claim regarding the Products and assist DEMDACO in investigating any such complaints or adverse claims.
  • Cooperate with DEMDACO in the investigation and resolution of any quality or customer service issues related to the sale of the Products, including disclosing information regarding Product sources, shipment, and handling.

EXHIBIT B

Willow Tree® Graphic Standards

As an Authorized Retailer of Willow Tree® products, you are required to apply Willow Tree® brand graphic standards to your retail advertising and marketing materials in both print and electronic media (if applicable).

By adhering to these standards, you protect and strengthen the Willow Tree® brand identity and provide End Users with assurance that their purchase is an authentic Willow Tree® product.

  • Willow Tree® brand and logos
    • Willow Tree® trademarks, logo and copyrights are the intellectual property of Susan Lordi, the artist and creator of the line. Willow Tree® is registered by the United States Patent and Trademark Office, and Willow Tree® products, images and logo are protected by United States and international copyright and trademark laws.
    • The Willow Tree® logo consists of the graphic image of a willow tree with the words Willow Tree® across it and the signature of Susan Lordi below it. This is the official logo—it is the only one that should be used by Authorized Retailers in their marketing activities.
    • Maintain the logo in its original form. Please do not modify the logo to create a hybrid design that incorporates other images or words such as your store logo. Do not separate the components or alter the size relationship.
    • The logo is ideally printed in black or a dark brown color. Do not reverse the logo to white or print in alternate colors.
    • The words Willow Tree® can appear in any font when written in a text paragraph or to identify an image. The font used in the logo is a customized Papyrus. Do not create some other type of font identity for the brand if you are promoting the entire line of Willow Tree® products.
  • Authorized use of Willow Tree® logos and images
    • As part of the Policy, only DEMDACO and Authorized Retailers may use the Willow Tree® trademarks, images or logo on or in connection with websites (if applicable), products, packaging, manuals, and promotional/advertising materials when they are promoting the sale of Willow Tree® product, if used in accordance with these Willow Tree® graphic standards.
    • It is a violation of this Policy to use the words "Willow Tree®" as your retail domain name, or as part of your retail domain name (as two words, one word, or in any form). Do not include the brand name as part of your logo, newsletter masthead, email masthead, retail store name or online site. (For example: willowtreeangels.com, willowtreestore.com, Country Accent's Willow Tree® Gift Store.)
    • If approved to sell online, you must prominently state on your website: "Willow Tree® is a registered trademark of Susan Lordi. Willow Tree® products in the United States are distributed exclusively by DEMDACO. Other than in its capacity as an independent authorized reseller, neither (the owner of this website) nor their website is affiliated with, endorsed by or sponsored by Susan Lordi or DEMDACO."
    • If approved to sell online, any copyright notice displayed on your website that refers to copyright ownership of the website (as opposed to copyright ownership of Willow Tree® products) must be in the name of the owner of the website and may not include the term "willow tree." For example, if ABC Company operates a website on which Willow Tree® products are sold, the copyright notice for the website (not Willow Tree® products) should read: "©2026 ABC Company."
    • If approved to sell online, you may not present your website nor use your internet marketing efforts in a manner that would cause the viewer to believe that the website is associated with or endorsed by Willow Tree® or DEMDACO in any capacity other than as an Authorized Retailer of Willow Tree® products.
  • Unauthorized use of Willow Tree® logo and images
    • Do not put Willow Tree® images on materials not associated with the sale of the product, such as book covers, fliers, brochures, and business cards. Do not incorporate the Willow Tree® logo or images into other business logos, website design, or other artwork.
    • Any requests to use Willow Tree® images or logo must be reviewed and approved by Susan Lordi, owner of Willow Tree® trademark and copyrights, or Karen Lordi, her authorized agent.
  • Correct identification of product images
    • Whenever a Willow Tree® product image is used for brand promotion, it should be identified with the Willow Tree® logo or the words Willow Tree® in the descriptive text or headline copy. This pertains to brochures, catalog pages, product sheets, websites (if applicable), advertisements, and emails.
    • Willow Tree® should not be used in possessive form. It is correct to say Willow Tree® figures. It is correct to say Willow Tree® figurative sculptures.
    • There is no word "the" in the product name. It is not correct to say "The Willow Tree® Figures and Angels". It is correct to say "Willow Tree® figures and angels".
    • Do not shorten or abbreviate Willow Tree® product names. For example, "Angel of the Spirit", not "Spirit Angel". "Angel of the Kitchen", not "Kitchen Angel".
  • Use of trademark symbol (®)
    • Willow Tree® is registered by the United States Patent & Trademark Office by artist Susan Lordi.
    • Whenever the logo or words "Willow Tree®" are used (regardless of typestyle), they should be accompanied by ®. The words "Willow Tree®" are typically written with upper- and lower-case letters.
    • The symbol is placed immediately after the words "Willow Tree®", either in superscript or in line with the words. If you do not have the appropriate symbol keys in your word processing software, then you may use the symbol in parenthetical form [i.e., (R)].
    • The ® should always be used in a headline. If the words "Willow Tree®" are used repeatedly in a paragraph about the product (as in an article or interview), the ® should be used on the first reference on the page. It is not needed on subsequent references in the text or body copy.
  • Accurate brand description
    • The original of each Willow Tree® product is created by Susan Lordi, and licensed to DEMDACO for manufacture, distribution, and marketing. When referencing the Willow Tree® brand, it is important to reflect this relationship in your description.
    • Willow Tree® sculptures are by Susan Lordi, and from DEMDACO.
    • DEMDACO is always spelled in all capital letters.
    • The brand can be described correctly in many ways, as follows:
      • Willow Tree® sculptures by Susan Lordi.
      • Artist Susan Lordi's Willow Tree® original sculptures are carved by hand, then cast in resin and individually painted.
      • Each Willow Tree® piece is cast from artist Susan Lordi's original carving and then painted by hand.
      • Susan Lordi's Willow Tree® sculptures from DEMDACO.
      • Artist Susan Lordi hand carves the original of each piece, capturing expression and emotion in each gesture.
      • A gift of Willow Tree® communicates beyond words.

Thank you for adhering to these guidelines. Consistent graphics will help strengthen the Willow Tree® brand, improve customer recognition, and ultimately, increase sales.

ONLINE SALES GUIDELINES

  • An Authorized Website must not give the appearance that it is operated by DEMDACO or anyone other than you.
  • Anonymous sales are prohibited. An Authorized Website must conspicuously state your full legal or registered fictitious name, mailing address, and other contact information (e.g., telephone, chat, email).
  • You must provide an order confirmation and maintain post-purchase support services consistent with industry standards to ensure a satisfactory online purchasing experience, including, as applicable, shipment notifications, tracking information, and timely customer assistance regarding order status, delivery, or returns.
  • At DEMDACO's request, you must reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise an Authorized Website.
  • An Authorized Website must prominently display your return policy, describing the terms and conditions under which products may be returned and expressly disclosing any applicable fees or deductions (e.g., restocking, handling, or return shipping costs).
  • An Authorized Website must have a mechanism for receiving customer feedback and inquiries. You must use commercially reasonable efforts to address all customer feedback and inquiries received in a professional and timely manner. You agree to provide copies of any information related to customer feedback (including any responses to customers) related to your sale of the Products to DEMDACO for review upon request. You agree to cooperate with DEMDACO in the investigation of any negative online review associated with your sale of the Products and to use reasonable efforts to resolve any such reviews. You shall maintain all records related to customer feedback for at least one year following the creation or submission of such a record, to the extent legally permitted. Nothing in this paragraph shall be construed to require you to disclose identifying information about your customers to DEMDACO.
  • An Authorized Website must comply with all applicable privacy, accessibility, and data security laws, regulations, and industry standards. You must publish and maintain a publicly accessible privacy policy. You must ensure Payment Card Industry Data Security Standard (PCI DSS) compliance for any Authorized Website.
  • You must ensure that the design, content, and functionality of an Authorized Website are professional and reflect favorably on our brands.
  • You must adhere to any guidelines that we provide related to order fulfillment. We reserve the right to review and approve fulfillment practices, including any drop-shipment arrangement (where a third party ships Products on your behalf to your customers).
  • You shall not permit orders to be fulfilled in any way that results in the shipped Product coming from stock other than your own.

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