Wholesale Terms

The Dirt Academy for Kids, LLC — Wholesale / Distributor Terms of Sale
Version 1.0 · Effective [DATE] · DRAFT PLACEHOLDER

This Wholesale Terms of Sale (“Agreement”) is entered into between The Dirt Academy for Kids, LLC (“DAK,” “we,” or “us”) and the business or organization named in its approved wholesale account application (“Wholesaler” or “you”), effective as of the date Wholesaler accepts these terms, and governs Wholesaler’s purchase and resale of DAK’s products as described below.

1. Products

This Agreement distinguishes between (a) products that Wholesaler is authorized to purchase from DAK for resale, and (b) products and services that are sold exclusively by DAK.

A. Wholesale Products

The following products may be purchased from DAK by Wholesaler and resold by Wholesaler to its own customers (“End Customers”):

  • Physical Products — DAK’s printed curriculum, including the In the Garden hardcover textbook, K–2 workbook, and 3–5 workbook.
  • Video Curriculum — DAK’s In the Garden video series, delivered through access credentials to DAK’s course hosted on the third-party platform Skool.com (the “Platform”).

The Physical Products and Video Curriculum are collectively referred to as the “Wholesale Products.”

B. Platform Offerings

DAK may separately offer and sell products and services directly to End Customers or other members through the Platform, including, without limitation, garden coaching, continued coaching, upgrades, renewals, additional courses, subscriptions, digital content, and other products or services (collectively, the “Platform Offerings”).

Platform Offerings are not Wholesale Products, are not part of the wholesale program established by this Agreement, and may not be purchased for resale or resold by Wholesaler. All Platform Offerings are sold directly by DAK to the applicable customer and are governed as provided in Section 4.

2. Purchase, Pricing & Payment

Wholesaler buys the Wholesale Products at the prices in DAK’s then-current wholesale price schedule, which is tiered by order volume, and resells to End Customers at prices Wholesaler sets. Wholesaler’s earnings are the resale margin — the difference between what Wholesaler pays DAK and what it charges End Customers. DAK pays Wholesaler no fee, commission, or other compensation; all funds flow from Wholesaler to DAK. Payment by product type:

  • Physical Products. Paid for up front at the applicable volume tier; Wholesaler holds inventory and resells it.
  • Video Curriculum — Pre-Purchase. Wholesaler may buy access up front at the applicable tier, at a reduced cost that gives a greater resale margin, and draws it down as it resells.
  • Video Curriculum — Drop-Ship. DAK fulfills access directly to the End Customer at the time of sale, with no up-front payment; Wholesaler collects the full price and remits the wholesale cost to DAK within seven (7) days of the order.

3. The Platform — Please Read Carefully

When an End Customer redeems Video Curriculum access, they join DAK’s course on the Platform and establish a direct membership relationship with DAK. The parties acknowledge and agree as follows:

  • The Video Curriculum is the entry point to the Platform. Reselling it places the End Customer inside DAK’s ecosystem, where DAK offers Platform Offerings such as coaching.
  • Downstream purchases belong to DAK. Any purchase made by an End Customer through the Platform after redemption, including without limitation any coaching, upgrade, renewal, additional course, subscription, product, service, or other offering, shall constitute a separate and independent transaction solely between the End Customer and DAK. No such transaction shall be deemed a resale by Wholesaler or otherwise made on Wholesaler’s behalf, and Wholesaler shall have no right, title, interest, commission, revenue share, payment right, obligation, or liability with respect to any such transaction. Such transactions are expressly excluded from the scope of this Agreement.
  • These sales cannot be attributed to Wholesaler. DAK has no technical means to trace a Platform purchase back to the Wholesaler who initially sold the bundle, so Wholesaler is not credited or paid on any post-redemption Platform purchase, even where it introduced the End Customer.
  • Wholesaler acknowledges this as a condition of the program. Wholesaler’s compensation is, and remains, the resale margin on the Wholesale Products it sells.

4. Ownership & Use of Materials

DAK retains all right, title, and interest in and to its intellectual property, including without limitation all copyrights, trademarks, trade names, logos, course content, videos, written materials, curriculum, and other proprietary content contained in or associated with the Physical Products, Video Curriculum, and Platform.

Wholesaler acquires ownership of the physical copies of the Wholesale Products it purchases from DAK and has a non-exclusive right to resell those Wholesale Products in the form provided by DAK.

Wholesaler may not copy, reproduce, modify, adapt, re-host, distribute, repackage, create derivative works from, or otherwise exploit DAK’s intellectual property except as expressly permitted by this Agreement. Wholesaler may not resell, sublicense, or bundle Platform Offerings, which are offered and sold exclusively by DAK.

5. Term

Order-by-Order Relationship; Continuing Terms. This Agreement establishes an order-by-order relationship between DAK and Wholesaler. Upon Wholesaler’s placement of its first order under this Agreement and DAK’s acceptance of that order, these terms shall govern that order and each subsequent order placed by Wholesaler and accepted by DAK, without the need to execute a new agreement for each order. DAK presently intends to maintain an ongoing wholesale relationship and continue making its Wholesale Products available for purchase over the long term; however, this statement reflects DAK’s current business intent only and does not create a minimum term, guaranteed supply obligation, or commitment to accept future orders. Neither party is obligated to continue the relationship. Wholesaler has no minimum purchase or reorder obligation, and DAK has no obligation to accept any future order or continue supplying Wholesale Products. If Wholesaler ceases placing orders, the arrangement shall lapse without further notice. DAK may likewise decline or discontinue accepting future orders at any time in its discretion. Any order previously accepted by DAK shall remain subject to this Agreement through fulfillment, payment, and completion of all obligations relating to that order. All sales to Wholesaler are final. DAK is not responsible for unsold inventory and does not provide refunds, credits, returns, or repurchases for Wholesale Products that remain unsold by Wholesaler.

6. Governing Law

This Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Acceptance

Wholesaler accepts this Agreement electronically by checking the box agreeing to these Wholesale Terms when submitting its wholesale account application. The person submitting the application represents that they are authorized to accept this Agreement on Wholesaler’s behalf. DAK accepts this Agreement by approving Wholesaler’s wholesale account.

Questions? Contact info@dirtacademykids.com.