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1. Introduction. This RETEX Member Agreement (“Member Agreement”) is made by and between RETEX Cooperative, Inc. (“RETEX”) and the member (“Member”). RETEX, as a California consumer cooperative corporation, makes available to its members, patrons and associates, various programs consisting of products and services of interest to the retail industry (“Programs”). The terms and conditions of these Programs are set forth in: (a) certain underlying agreements between RETEX and the relevant vendors, suppliers and manufacturers (“Program Vendors”); (b) certain related agreements entered into between Members and Program Vendors, if applicable (the “IMA”); and (c) certain agreements entered into between RETEX and its Members (“Program Agreement”). This Member Agreement states the general terms and conditions which apply to Members’ participation in Programs. 2. Term of Member Agreement. This Member Agreement shall become effective on the date Member becomes a RETEX member, patron or associate and shall remain in effect until Member ceases to be a RETEX member, patron or associate. 3. Program Agreement. As a condition of participation in Programs, Member shall be required to execute, either in writing or through electronic transmission, a separate Program Agreement which shall apply to a specific Program and which may contain additional or substitute terms and conditions as are specific to such Program. 4. Individual Member Agreement. Program Vendor products, services and activities may be provided by Program Vendor pursuant to a separate IMA entered into between the Member and the Program Vendor which shall also be subject to the terms and conditions of the Program and this Member Agreement. 5. Participation In Programs. Each Program Agreement and Member’s participation in the related Program are conditioned on the following: (a) the Member must be and remain a member, patron or associate in good standing in RETEX; (b) the Member must be and remain eligible for participation under the terms of the relevant Program (which may vary among Programs); (c) the underlying agreement between RETEX and the Program Vender with respect to the Program must be in effect; and (d) the Member comply with the terms and conditions of this Member Agreement, the articles, bylaws and rules and regulations of RETEX, the applicable Program Agreement, the IMA, if applicable, and the terms and conditions of the Program. 6. Indemnification. Member and RETEX shall defend, indemnify and hold each other, their officers, directors, other members and associates, employees, contractors, affiliates and agents, and their successors and assigns harmless from and against any and all liabilities, damages, expenses and claims, including but not limited to attorneys’ fees and costs, incurred by, imposed on or alleged against either Member or RETEX arising from or in connection with Member’s participation in RETEX. 7. Exclusive Remedy. Member’s exclusive remedy against RETEX for any claim or cause whatsoever arising from or in connection with this Member Agreement shall be the termination of the relevant Program Agreement and the payment of any amounts due as a result of Member’s use of Program services prior to such termination, net of offsets for amounts due RETEX and/or the relevant Program Vendor. 8. Disclosure. Member hereby consents to Program Vendor’s provision to RETEX of Member’s Program Vendor services usage information, and to RETEX’s provision to Program Vendor of Member’s name and use of Member’s name in the promotion and advertising of Programs. 9. Confidentiality. All information to which Member obtains access in connection with its membership in RETEX shall be used solely in connection with its membership in RETEX. All copyrights, patents, symbols, trademarks, trade names, service marks and other intellectual properties that are now owned or hereafter acquired by RETEX are the sole property of RETEX, and shall not be used by Member without the express written consent of RETEX. 10. Termination of Programs. Upon the termination or expiration of the underlying agreement between RETEX and a Program Vendor, Member’s right to commissions, discounts, distributions and benefits there under shall cease. RETEX shall have the sole and absolute discretion whether or not to terminate or renew such underlying agreements. Member shall be solely responsible for protecting itself against the termination or expiration of such underlying agreements between RETEX and Program Vendors (e.g., by ensuring that Member’s relationship with Program Vendor expires or terminates at the same time as the expiration or termination of such underlying agreement). 11. Choice of Law. All disputes arising under this Member Agreement shall be governed by the laws of the State of New York, regardless of the choice of law provisions of New York or any other jurisdiction and all such disputes shall be resolved in a court of competent jurisdiction in the State of New York. 12. Entire Agreement, Counterparts, Incorporation by Reference. This Member Agreement constitutes the entire agreement between RETEX and the Member and may be executed in counterparts. All related and underlying agreements discussed to above (e.g., in Section 1 above) are incorporated herein and together form this single integrated Agreement. Any inconsistency or conflict between any provision of this Member Agreement and any other incorporated agreements noted above shall be resolved by giving preference to the following agreements in the following priority order: first to this Member Agreement, second to the underlying agreement between RETEX and the Program Vendor, third to the Program Agreement. Please check the "I accept" button below.

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