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One Stop Rave Wholesale Program Agreement

Last Updated: March 26, 2026

This Wholesale Program Agreement (this “Agreement”) is entered into by and between:

One Stop Rave, a business entity organized and operating under the laws of the State of Nevada, with its principal place of business in Las Vegas, Nevada (hereinafter “Company”); and

The approved wholesale account holder as identified during the application process (hereinafter “Retailer”).

RECITALS

WHEREAS, Company is engaged in the design, marketing, and sale of rave, festival, and lifestyle apparel, accessories, and related products under the One Stop Rave brand;

WHEREAS, Retailer desires to purchase One Stop Rave products at wholesale pricing for the purpose of resale through approved sales channels; and

WHEREAS, Company is willing to grant Retailer access to its wholesale program subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

SECTION 1. ACCOUNT APPROVAL AND ACCESS

  1. Wholesale access is not guaranteed. All applications are subject to review and approval at Company’s sole and absolute discretion.
  2. Approval is contingent upon Retailer’s provision of a valid Employer Identification Number (EIN) or Tax Identification Number, and any additional documentation requested by Company during the application process.
  3. Company reserves the right to deny, suspend, or permanently revoke wholesale access at any time, for any reason, with or without prior notice to Retailer.
  4. Wholesale accounts are personal to the Retailer and are non-transferable. Retailer may not share, sublicense, or otherwise grant access to any third party.
  5. Any misrepresentation of business type, tax status, sales channels, or any other material information provided during the application process shall constitute grounds for immediate account termination without refund.

SECTION 2. PRICING, ORDERS, AND PAYMENT

  1. Wholesale pricing is made available exclusively to approved accounts and constitutes confidential information of Company. Retailer shall not disclose wholesale pricing to any non-approved third party.
  2. Company reserves the right to modify wholesale pricing at any time. Updated pricing will be reflected in the wholesale portal, and it is Retailer’s responsibility to verify current pricing prior to placing any order.
  3. A minimum order value of five hundred dollars ($500.00) is required for a Retailer's first order. All subsequent orders have a minimum order value of two hundred fifty dollars ($250.00). Orders that do not meet this minimum will not be processed.
  4. All orders must be paid in full at the time of checkout. Company does not offer net payment terms, deferred billing, or payment plans of any kind. All sales are final upon payment.
  5. All orders are subject to product availability. Company shall not be liable for the unavailability of any product following submission of an order.
  6. Company does not guarantee minimum stock levels or production timelines for any products.
  7. Orders are deemed final upon submission. Requests for cancellation or modification must be submitted in writing within twenty-four (24) hours of order placement and are subject to Company’s approval at its sole discretion.

SECTION 3. SHIPPING

  1. All orders are shipped to the Retailer’s address on file. Shipping costs are calculated at checkout and are the sole responsibility of the Retailer.
  2. Company reserves the right to combine shipments at its discretion, including holding items to ship together with other products from the same order.
  3. Estimated shipping timeframes are provided as a courtesy only and are not guaranteed. Company shall not be liable for delays caused by carriers or other circumstances outside of Company’s direct control.
  4. Risk of loss and title for all products passes to Retailer upon handoff to the shipping carrier.

SECTION 4. PRICING AND ADVERTISING POLICY

  1. Retailer shall not advertise, list, or sell One Stop Rave products at a price below the then-current retail price published on onestoprave.com (the “Retail Price”).
  2. Notwithstanding the foregoing, Retailer may offer temporary promotional discounts of up to fifty percent (50%) off the Retail Price during documented sale events, provided such discounts are not advertised or applied on a permanent or ongoing basis.
  3. Permanent, ongoing, or recurring discounting below the Retail Price is strictly prohibited and shall constitute a material breach of this Agreement.
  4. Company reserves the right to update Retail Prices at any time. Retailer is solely responsible for monitoring current pricing on onestoprave.com and ensuring compliance.
  5. Violations of this Section shall result in immediate suspension or permanent termination of Retailer’s wholesale account.

SECTION 5. AUTHORIZED SALES CHANNELS

  1. Retailer may only sell One Stop Rave products through sales channels that were expressly disclosed during the application process and approved in writing by Company.
  2. Approved sales channels include, without limitation: Retailer’s own website, physical retail store or boutique, festival and event vending, and Retailer’s own branded storefront on Instagram, Facebook, or TikTok.
  3. The following sales channels are strictly prohibited without exception: Amazon, eBay, Wish, Temu, Shein, Etsy, Depop, Poshmark, Mercari, Vinted, Facebook Marketplace, and any other third-party marketplace or peer-to-peer resale platform.
  4. Retailer selling One Stop Rave products internationally assumes sole responsibility for compliance with all applicable laws and regulations in the relevant jurisdiction, including but not limited to product labeling, consumer protection, and import/export requirements.
  5. Company reserves the right to request verification of Retailer’s sales channels at any time and to revoke approval for any channel at Company’s sole discretion.

SECTION 6. BRAND REPRESENTATION

  1. Retailer shall represent the One Stop Rave brand in a professional and positive manner across all sales channels and marketing materials at all times.
  2. Retailer may use Company-provided assets or their own original photography to market One Stop Rave products. Company reserves the right to request removal of any content that, in Company’s sole judgment, misrepresents or reflects negatively on the One Stop Rave brand, and Retailer shall comply with any such request promptly.
  3. Any branding assets provided by Company may be used solely for approved resale purposes and may not be used for any other commercial purpose without Company’s prior written consent.
  4. Retailer shall not alter, modify, rebrand, or misrepresent One Stop Rave products or packaging in any manner whatsoever. This includes but is not limited to: removing, replacing, or covering One Stop Rave branding or packaging; repackaging products under Retailer's own branding or any third-party branding; and selling One Stop Rave products as Retailer's own proprietary products. All products must be sold as One Stop Rave branded items.
  5. Retailer shall not use One Stop Rave’s name, logo, trademarks, or other branding to suggest or imply any endorsement, exclusive partnership, or affiliation beyond that of an approved wholesale reseller, without Company’s prior written consent.

SECTION 7. RETURNS AND DEFECTS

  1. All wholesale sales are final. Company does not accept returns on wholesale orders except in cases of verified manufacturing defects as determined by Company in its sole discretion.
  2. Claims for defective items must be submitted in writing to contact@onestoprave.com within seven (7) calendar days of the confirmed delivery date, accompanied by photographic evidence of the alleged defect.
  3. Approved defect claims will be resolved at Company’s discretion through product replacement or issuance of store credit. No monetary refunds shall be issued under any circumstances.
  4. Minor variations in print placement, color, and sizing that may occur due to the nature of Company’s production process do not constitute defects, and returns or replacements will not be issued for variations within industry-standard tolerances.
  5. Claims for damage occurring during shipping must be filed directly with the applicable carrier. Company shall bear no liability for loss or damage to products following handoff to the carrier.

SECTION 8. ACCOUNT ACTIVITY

  1. Wholesale accounts with no purchase activity for a period of twelve (12) consecutive months may be deactivated at Company’s sole discretion, without notice or obligation to Retailer.
  2. Company reserves the right to conduct periodic reviews of all active wholesale accounts to verify compliance with this Agreement.
  3. Accounts found to be in violation of any provision of this Agreement may be suspended or permanently terminated at Company’s sole discretion, without refund of any amounts previously paid.

SECTION 9. LIMITATION OF LIABILITY

  1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S TOTAL LIABILITY TO RETAILER, FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL VALUE OF RETAILER’S MOST RECENT WHOLESALE ORDER.
  2. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF GOODWILL, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  3. Company shall not be responsible for delays, errors, interruptions, or failures caused by third-party suppliers, shipping carriers, platform outages, or any other circumstances outside of Company’s direct control.

SECTION 10. INDEMNIFICATION

  1. Retailer agrees to indemnify, defend, and hold harmless Company and its owners, officers, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Retailer’s breach of any provision of this Agreement; (b) Retailer’s use of unauthorized sales channels; (c) Retailer’s violation of applicable laws or regulations; or (d) any misrepresentation made by Retailer in connection with its wholesale account or the sale of One Stop Rave products.
  2. Company reserves the right to assume exclusive control of the defense of any matter subject to indemnification by Retailer, at Retailer’s expense.

SECTION 11. NO EXCLUSIVITY

  1. Approval as a wholesale account does not grant Retailer any exclusive rights, exclusive territory, or exclusive distribution arrangement of any nature whatsoever.
  2. Company expressly reserves the right to approve any number of wholesale accounts in any geographic area, market segment, or sales channel, without obligation or notice to Retailer.
  3. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, employment relationship, or agency relationship of any kind between Company and Retailer.

SECTION 12. COMMUNICATIONS AND AMENDMENTS

  1. By submitting a wholesale application, Retailer consents to receive electronic communications from Company, including but not limited to policy updates, pricing changes, product announcements, and account notifications.
  2. Retailer is solely responsible for maintaining a valid and active email address on file with Company and for monitoring all communications sent by Company.
  3. Company reserves the right to amend this Agreement at any time upon written notice to Retailer via email. Retailer’s continued use of its wholesale account following delivery of such notice shall constitute Retailer’s acceptance of the amended terms.
  4. If Retailer does not agree to any amendment, Retailer’s sole remedy is to discontinue use of its wholesale account and provide written notice of termination to Company.

SECTION 13. PRODUCT LIABILITY

  1. Retailer assumes sole and full responsibility for compliance with all applicable federal, state, and local product safety laws and regulations in connection with the resale of One Stop Rave products to end consumers.
  2. Retailer agrees to indemnify, defend, and hold harmless Company from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any claim by an end consumer alleging injury, harm, or damages in connection with a One Stop Rave product purchased through Retailer.
  3. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY OF ANY PRODUCT. ALL PRODUCTS ARE SOLD “AS IS.” COMPANY SHALL NOT BE LIABLE FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, OR OTHER HARM SUFFERED BY END CONSUMERS IN CONNECTION WITH THE USE OF ONE STOP RAVE PRODUCTS.
  4. In the event of any product-related claim or lawsuit involving One Stop Rave products sold by Retailer, Retailer shall promptly notify Company in writing and shall cooperate fully with Company in the investigation and defense of such claim.

SECTION 14. GOVERNING LAW AND DISPUTE RESOLUTION

  1. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws provisions.
  2. Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach thereof, shall be subject to the exclusive jurisdiction of the state and federal courts located in Clark County, Nevada, and each party hereby consents to such jurisdiction.
  3. In any action to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

SECTION 15. MISCELLANEOUS

  1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings of the parties.
  2. Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
  3. Waiver. Company’s failure to enforce any provision of this Agreement shall not constitute a waiver of Company’s right to enforce such provision in the future.
  4. No Assignment. Retailer may not assign or transfer any rights or obligations under this Agreement without Company’s prior written consent. Any purported assignment in violation of this Section shall be null and void.

ACCEPTANCE OF TERMS

BY SUBMITTING A WHOLESALE APPLICATION AND/OR PLACING A WHOLESALE ORDER WITH ONE STOP RAVE, RETAILER ACKNOWLEDGES THAT IT HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS WHOLESALE PROGRAM AGREEMENT. THIS AGREEMENT IS BINDING UPON SUBMISSION OF THE WHOLESALE APPLICATION AND DOES NOT REQUIRE A HANDWRITTEN OR ELECTRONIC SIGNATURE TO BE ENFORCEABLE.

One Stop Rave • Las Vegas, Nevada • onestoprave.com • contact@onestoprave.com