UNIVERSAL CUSTOMER DECLARATION. This Declaration is made by (Referred to as I or ME for the benefit of the vendor(s) listed below.

Transcription

1 UNIVERSAL CUSTOMER DECLARATION This Declaration is made by (Referred to as I or ME for the benefit of the vendor(s) listed below.) Company Name: Street Address: Phone: City: State: I wish to purchase Internet Restricted products manufactured by vendor(s) listed below. In that regard, I hereby declare the following: 1. I cannot offer for sale any products from the vendor(s) checked below, nor can I use the name, its logos, product images or product descriptions on the Internet, neither directly nor indirectly via hyperlink, or in a catalog, or in connection with telemarketing without written permission from the vendor(s). 2. I may purchase any products only for resale directly to an end user, but not to transship or transfer by any means to any reseller, distributor, dealer, wholesaler, etc. 3. I will only sell these products to a customer who comes to my place of business, or who is located within a 200 mile radius of my place of business, or who has ME install the products. I will not allow anyone within my business to sell these products in violation of this Declaration. 4. Since vendor(s) listed below limit(s) the distribution of certain products, this declaration does not mean that I can buy every vendor product from the vendor. 5. I agree that this Declaration is intended to directly benefit the vendor. 6. If I do not fully comply with this Declaration, I understand that I may be prohibited from buying products from the vendor. Check Vendor(s) below: Niles Audio Sunfire Onkyo URC Signature:

2 RESELLER AGREEMENT PARASOUND manufactures and distributes high quality audio and video products ("Products"), which have achieved widespread acceptance and created substantial value and identity in the trademarks under which such Products are sold. DISTRIBUTOR (as identified below) is an Authorized Distributor of PARASOUND Products, and RESELLER (as identified below) desires to purchase Products from DISTRIBUTOR for resale and/or incorporation into audio/video systems installed by RESELLER on a custom basis. NOW, THEREFORE, the parties agree as follows: 1. DISTRIBUTOR hereby appoints RESELLER to act as a reseller of PARASOUND Products within the United States, on the terms and conditions, and subject to all limitations, set forth herein, and RESELLER accepts such appointment, terms, conditions, and limitations. 2. RESELLER shall purchase Products only from DISTRIBUTOR while this Agreement is in effect. 3. RESELLER shall conform to PARASOUND's and DISTRIBUTOR's operating policies and Reseller requirements as communicated to RESELLER by DISTRIBUTOR or PARASOUND from time to time. 4. RESELLER, in all transactions respecting PARASOUND Products, shall at all times be acting as a principal on its own account and not as the agent of DISTRIBUTOR or PARASOUND. 5. Prices and other terms applicable to the sale of Products to RESELLER shall at all times be as determined by DISTRIBUTOR, and PARASOUND shall have no obligation or liability of any kind respecting such determinations; nor shall PARASOUND be subject to any other claim or liability of any kind arising out of or relating to acts or omissions of DISTRIBUTOR or the relationship between DISTRIBUTOR and RESELLER. 6. PARASOUND shall have the right at any time to discontinue the manufacture or sale of, or to modify, alter, or redesign, any or all of its Products, and to change its service policies, warranties, and any other policies or requirements respecting its Products or the sale or distribution thereof, without notice or liability of any kind. 7. RESELLER shall not sell or display PARASOUND Products in any location other than its listed address (or the site of a custom installation), unless RESELLER shall first have requested from DISTRIBUTOR and obtained PARASOUND's written consent. 8. RESELLER shall employ a staff of competent personnel who are properly trained in the demonstration and explanation of PARASOUND Products and the use of any technical and/or promotional materials provided by PARASOUND. 9. RESELLER shall not fill orders for PARASOU ND Products unless ( i) the customer has first received a demonstration of the Products at RESELLER's Authorized Location, or (ii) the sale is for a custom installation. 10. RESELLER shall not imply in any advertising or promotional materials that PARASOUN D Products are available by mail, telephone, via the Internet. RESELLER shall not advertise PARASOUND Products in any publication that circulates beyond 75 miles from RESELLER's listed address, nor in any other manner contrary to instructions of PARASOUND or DISTRIBUTOR issued from time to time. 11. Subject to 10 above, if RESELLER refers to PARASOUND or its Products in any website or other electronic advertising communications of any kind, RESELLER shall in all instances accompany such references with the following disclaimer in close proximity and in clear and conspicuous type: In order to insure the highest level of customer satisfaction, Parasound Products are generally prohibited from being sold by mail, telephone, via the Internet, or in any other manner than in-person at the Authorized Location of a Parasound Dealer or Reseller. Products purchased in violation of this prohibition may be denied coverage under Parasound's warranties. For further information, please telephone Parasound at RESELLER shall not make any representation relating to PARASOUND or its Products which is not absolutely accurate and complete. Nor shall RESELLER, in any advertising or promotional materials or media of any kind, directly or indirectly refer to any prices for PARASOUND Products other than PARASOUND's Suggested Retail Prices. 13. RESELLER shall not participate in any transaction involving resale or other redistribution of PARASOUND Products by or through any other person or facility. Without limiting the foregoing, RESELLER shall not participate in any transaction involving (i) the direct or indirect sale or delivery of PARASOUND Products beyond the territorial limits of the United States, or (ii) the offering or sale of PARASOUND Products by online

3 auction or other Internet-based transactions. Should RESELLER be found to have participated in any transaction prohibited under this Agreement, RESELLER shall indemnify and hold PARASOUND and DISTRIBUTOR harmless from any and all claims, costs, expenses, and losses directly or indirectly incurred or arising out of such transaction or out of the sale, purchase, or use of such Products, including without limitation any investigative and legal expenses and out-of-pocket costs incurred in order to identify and interdict transactions in violation of this Agreement and in which RESELLER is found to have been directly or indirectly involved. 14. RESELLER shall advise DISTRIBUTOR immediately of any and all complaints or claims by customers or others in any way involving PARASOUND Products that may come to its attention, and shall forward to DISTRIBUTOR copies of any documents in connection therewith. RESELLER shall not make any commitment or resolution on any such complaint or claim which in any way purports to bind PARASOUND or DISTRIBUTOR without first obtaining their express written consent, nor shall RESELLER purport to accept service of any legal process or other documents on behalf of PARASOUND or DISTRIBUTOR. 15. RESELLER shall conduct its business i n accordance with the highest standards of honesty and integrity, in strict compliance with all local, state, and federal laws or regulations which may apply thereto, and shall say or do nothing which may adversely affect the reputation of PARASOUND or its Products. 16. RESELLER shall make no warranties, representations, or guarantees to any person with respect to PARASOUND Products, except as provided or approved in writing by PARASOUND; provided, however, that the preceding restriction is not intended to prevent RESELLER from providing its customers with warranties or guaranties above and beyond those of PARASOUND so long as it is clear that such additional warranties or guaranties are binding solely upon RESELLER and do not in any way purport to bind PARASOUND or DISTRIBUTOR. 17. This Agreement is strictly between RESELLER and DISTRIBUTOR, and does not bind, obligate, or restrict PARASOUND in any way. However, the parties expressly agree that PARASOUND is an intended third party beneficiary, and may take any action deemed necessary to enforce its interests under this Agreement. 18. RESELLER shall comply with any and all directives issued by PARASOUND, either directly to RESELLER or through DISTRIBUTOR, respecting the use or protection of the trademarks, names, and other intellectual property rights owned or controlled by PARASOUND; and, upon the termination of this Agreement or at any other time that PARASOUND in its sole discretion may direct, RESELLER shall immediately cease and eliminate any and all use of such trademarks, names, and rights. 19. This Agreement may be terminated by either party without cause at any time, upon thirty (30) days advance written notice to the other party; provided, that if a party should breach any obligation, term, or condition under this Agreement, the non-breaching party may terminate this Agreement immediately upon notice to the breaching party. Should the Distributor Agreement between PARASOUND and DISTRIBUTOR be terminated, this Agreement shall automatically terminate concurrently therewith. Neither party, nor PARASOUND, shall be liable for damages of any kind or character whatsoever on account of termination as provided herein, but such termination shall not discharge already-accrued obligations. 20. Upon expiration or earlier termination of this Agreement in accordance with the terms hereof, DISTRIBUTOR may, or if so directed by PARASOUND shall, reject or cancel any orders for Products not yet delivered to RESELLER and/or repurchase from RESELLER any or all Products in the possession or control of RESELLER at the net prices originally charged RESELLER therefor, less any appropriate deductions for damage, depreciation, or obsolescence. 21. This Agreement is fully integrated, contains the parties' entire agreement on the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, and representations, oral or written. If any provision of this Agreement is found to be contrary to law, all remaining portions shall be severed and unaffected thereby, and shall remain in full force and effect. Waiver of any breach of this Agreement shall not constitute a waiver of or consent to any other breach. The prevailing party in any litigation arising out of or relating to this Agreement shall be entitled to an award of reasonable attorneys' fees in addition to any other relief granted. 22. Notices hereunder shall be in writing, and shall be personally delivered or sent by confirmed telecopy (fax) or overnight courier service to the respective addresses set forth in the attached Endorsement Page (or to addresses which replace them by proper notice). Notices shall be effective upon receipt. Fax notices shall only be effective if receipt is confirmed by telephone or reply fax. 23. By executing this Agreement on the appended Endorsement Page, DISTRIBUTOR and RESELLER each warrants and represents to PARASOUND that there have been no changes to the form of this Agreement. This Agreement may only be executed in the form presented, and no changes, additions, interlineations, or deletions shall be of any effect unless separately approved in writing by PARASOUND. This Agreement may only be modified by a written instrument which has been executed in writing by the parties and has been approved in writing by PARASOUND.

4 PARASOUND RESELLER AGREEMENT ENDORSEMENT PAGE Your signature below acknowledges that you have received a copy Parasound Reseller Agreement and understand and agree to its terms and conditions. Parasound Authorized Distributor you will be purchasing from: Authorized Parasound Distributor You Plan to Purchase From Distributors Address, City and State Your Business Name and Address: Reseller Business Name or Name You Use Reseller Business Address, City and State Your Name: Your Title: Your Your Telephone: AUTHORIZED DISTRIBUTOR APPROVAL: By: Title: Parasound Internal Use Only Below: Date Received: Data Entry Title and Reseller Instructions: This form should be faxed or ed to the distributor you plan to purchase Parasound products from before your first Parasound order for countersignature. Distributor Instructions: This endorsement page should be faxed to Parasound at before the reseller receives their first Parasound shipment.

5 Distributor Dealer Authorization Request (Please complete the grey fields below) Company Legal Name: DBA: Contact Name: Address: City: State/Province: Zip Phone #: Distributor: Your Account# List all company websites: Does your company do fulfillment for any other businesses? Yes No If yes, please attach addendum listing all company names and websites

6 Roomie Remote dba Simple Control Minimum Advertised Price (MAP) Policy The following is Roomie Remote dba Simple Control, policy regarding the advertising of prices for all Roomie products (the Products ). You are free to decide whether to follow this policy. This policy does not constitute an agreement between you and Roomie, and Roomie is not seeking a response from you. 1. Purpose: Roomie s goal in enacting this policy is to avoid depreciation of, or damage to, its copyrighted works, including advertising, and to trademarks, brands, or trade names. Roomie s trademarks, brands, and trade names include, but are not limited to, the trade names Roomie Remote and Simple Control (the Roomie Trade Names ) and the trademarks and service marks Simple Control, as well as other common law trademarks and service marks that Roomie may from time to time adopt and use in connection with the sale or offering for sale of products or services (the Roomie Trademarks, collectively with the Roomie Trade Names, the Roomie IP ). 2. Minimum Advertised Pricing: For the purposes of this policy, the term advertising, when used in connection with Products utilizing the Roomie IP, shall include any price listing accessible to consumers directly, provided that advertising shall not include a price quotation sent directly to a consumer at the consumer s request. Roomie hereby advises each of its resellers that advertising Products utilizing the Roomie IP and using Roomie copyrighted materials (including photographs from the online photo library or Roomie-created product descriptions) at a price below the dealer or distributor suggested resale price, as applicable, as listed or published by Roomie in its most recent price list (the MAP ) may lead to depreciation of and serious damage to the Roomie IP. Therefore, Roomie will discontinue any business relationship with any reseller that engages in such practice. Roomie expects that Products will be advertised in print, on television or radio, or on the internet by its resellers at no less than the MAP and in compliance with this policy. This policy is nonnegotiable. Upon violation of the policy, Roomie will immediately cease Product shipment to the violating reseller. Probationary or suspension periods will not be permitted. 3. Online Resale: This policy applies uniformly to all resellers, including those that offer Products for sale on any online websites including, but not limited to, those owned, operated, and/or designed by or for the respective reseller. 4. Limitation of Policy: This policy relates to advertised prices. Without limiting any of the foregoing, no part of this policy is intended to affect resale prices or to require any reseller of the Products to resell the Products at the MAP. This policy thus governs only the advertised price, not the actual sales price. A reseller who chooses not to list a price may (i) state that the prices of the Products are the MSRP price or are too low to show, or (ii) otherwise invite consumers to inquire as to the price at which the Products are offered without violating this policy.

7 5. Changes in MAP and Products: All Products are subject to this policy. Roomie may at any time in its sole discretion revise the list of products subject to this policy and will provide notice of such revision to its resellers within a reasonable time. Roomie may at any time, in its sole discretion, revise the MAP for any Product. Each revision shall be effective at such time as is specified by Roomie in its pricing schedule, which will be provided to its resellers. Distributors are responsible for passing along this information to their reseller customers. Roomie s current price lists are also available to all resellers at Roomie s offices. 6. Discounts, Premiums: It will be a violation of this policy to advertise the giving of any article of value in connection with the sale of any Products or the making of any concession in connection with the sale of any such Products, which results in a sale by the reseller at net prices below MAP. 7. Price Reductions, Inventory Reductions, and Clearance: Roomie may exempt certain designated designs, models, and items from this policy for the purpose of inventory reduction and model closeouts. 8. Price in Cart: Prices listed on a reseller website are considered advertised prices and shall adhere to this policy. Once the pricing is associated with a manifest intent to purchase (i.e., the product is added to a shopping cart or equivalent intent to order is clear), the price is deemed the selling price and not an advertised price. Prices revealed by a shopper's simply scrolling over or clicking on the product short of manifesting an intent to purchase is deemed an advertised price and is subject to this policy. Statements such as add to cart to see price are not acceptable. 9. Discretion of Roomie: Roomie will make all decisions concerning this policy unilaterally. Nothing in this MAP policy is an agreement with any person regarding whether or not such person will comply with this policy. Please sign acknowledging that you did receive this document and return it to the address indicated on the you receive. Signature: Print Name: If you have any questions regarding this policy should contact Keith Pribyl at keith.pribyl@simplecontol.com.

8 Sony CI Dealer Authorization Form For Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota, southern Illinois and western Wisconsin. Contact your salesperson for specific counties in Illinois and Wisconsin.

9 Reseller Authorization Request Reseller Name (and dba if different): Contact Name/ Title: Ship to Address: City, State, Zip: Bill to Address: City, State, Zip: Phone & Fax #: Web Site Address: Address: Type of Business: Retail Custom Security Satellite Internet (Y/N) Other (please describe) Years in Business: # of Employees: Authorized Items / Product Categories Categories General Sony Line 4K TV s ES Audio ES 4K Projectors Requested Authorization (Y/N) Approved Authorization (Y/N) REP FIRM APPROVAL: NAME OF FIRM: REP FIRM APPROVAL: Page 1 of 1

10 AGREEMENT FOR SONY PRODUCTS This Agreement ( Agreement ) by and between (Name of Reseller) with a principal place of business at (Address) ( Reseller ) and (Distributor Name), having a principal place of business at (Distributor primary address) ( Distributor ) applies to the purchase of and sale of Sony Products by Reseller. This Agreement is effective as of the date last signed by Reseller or Distributor, as the case may be (the Effective Date ). Reseller Responsibilities A. Distributor has been authorized to sell certain Sony Products to Reseller and Reseller agrees to purchase and sell these Sony Products in accordance with the terms and conditions set forth herein and any other policies, procedures and restrictions that may be communicated from time to time by Distributor. B. Reseller may represent itself as an authorized reseller of Sony Products only via sales from its location at the place of business set forth above. At no time is Reseller authorized at any time to advertise or sell products from its or any third party websites. C. Reseller shall sell SONY products only to bona fide end-user customers. Under no circumstances shall Reseller resell or distribute SONY products to any entities who will resell Sony Products. Reseller understands and acknowledges that SONY and Distributor may purchase products from other Resellers with the intent to track their serial numbers to determine the entity that Distributor originally sold them. In the event that any of these purchased Products are determined to have been initially sold to Reseller may result in punitive action including immediate cessation of any further sales of Sony Products to Reseller. Reseller shall warrant all product installation, programming and configuration work performed or otherwise provided to end-user customers. D. Reseller will only purchase SONY Products from Distributor and will not purchase them from any other entity. E. Reseller understands and acknowledges that SONY has developed a premier product line of home audio and home theater electronic products, marketed under various trade and service marks including but not limited to the SONY ES and SONY XBR Products and will take the necessary steps to ensure that its marketing and sale of these Sony Products will be consistent with Sony s premier brand. F. A copy of the following Sony pricing policies are attached hereto to this Agreement and any updates will be provided from time to time. Reseller understands that it can independently determine whether it wishes to participate in these policies. i. SONY Unified Retail Execution (SURE) program ii. SONY Minimum Advertised Program (MAP) program TERM This Agreement shall have an initial term through March 31, This Agreement shall be renewed automatically for successive terms of twelve (12) months each unless: a. Either party delivers notice to the other at least thirty (30) days before the termination of the then current term; b. Either party terminates this Agreement at any time for convenience, with no cause, reason or justification, upon at least thirty (30) days prior written notice to the other party stating its intention to terminate; c. Distributor terminates the Agreement for cause due to Reseller s breach of any of the responsibilities set forth above. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date last written below: Capitol Sales Company (Distributor) (Reseller) By By Name Name Title Title