Dealer Program Policies
I. General Operating Guidelines
- For the Dealer’s Appointment as an authorized dealer to be considered valid by Company, Dealer must:
- Maintain an active registered business entity that is legally permitted to sell the Products in the Territory, and which is operated on a full-time basis;
- Commit reasonable resources and expenditures to sell, install, and support the Products;
- Dealer must meet the following requirements on an ongoing basis:
- Actively engage in the promotion and sale of the Products; and
- Comply fully with all applicable Dealer Program Policies, including without limitation licensing requirements, trademark usage, compliance with the Partner Code of Conduct, maintaining of minimum technical competency, non-disparagement of Company, refraining from sub-distribution, refraining from internet sales, and maintaining credit with Company in good standing.
Upon failure to meet any of these requirement(s) and in Company’s sole discretion, a Dealer may be placed on “Probationary Status” or this Agreement may be terminated. As part of Probationary Status Company may at its sole discretion suspend (i) Dealer’s ordering capabilities, (ii) access to e-commerce portal(s) and technical support, (iii) participation in Company rewards programs (including rebate programs), (iv) participation in a Company dealer locator, (v) access to system integration and support utilities such as Composer Pro or OvrC, and/or (vi) access to any other program or promotion offered to Dealers. Upon regaining full compliance with the requirements, a Dealer may return to active status upon written or electronic request to and written or electronic approval from Company.
- Upon termination of the Agreement (“Terminated Status”), Dealer:
- May submit a final Purchase Order to complete pending installations, subject to final written approval of the Purchase Order by the Company;
- Shall, at Company’s sole discretion, either: (i) be permitted to complete sell-through of its remaining Product inventory; or (ii) return its remaining Product inventory to Company, with the return freight expenses to be borne by the terminated Dealer;
- Shall not be entitled to further technical support;
- Must immediately cease using the Company IP, trademarks, logos, or any confusing similar marks;
- May not represent themselves to any third party as a Company dealer or dealer of any Company produced Product lines;
- If applicable, shall immediately be removed from the Company website and dealer locator system;
- Company may reach out to existing customers of the Products to notify them of such changes and make them aware of an alternative authorized dealer, and if applicable, reassign existing customers to a new dealer of record;
- May not reapply to become a Company dealer for twelve (12) months from the effective date of Termination; and
- Remains responsible to fulfill all financial and payment obligations to Company as described herein and/or incurred throughout the relationship.
- In performance under the Agreement, Dealer shall:
- Not install or provide services for the Products outside the Territory;
- Not market, sell or distribute the Products to wholesalers, sub-dealers, or any end-users who the Dealer knows, or has good reason to believe, intend to resell the Products or take the Products outside the Territory; and perform required installation and final configuration services at each end-user location or all Products purchased.
- Not sell or distribute the Products or Product-related services, such as remote system programming services, by means of cold-call telemarketing, the Internet or any Internet web site, or other commercial online service;
- Respond to customer inquiries in a timely manner. Company reserves the right to re-assign sales opportunities or customers to a new Dealer should Company determine that Dealer has not responded to the customer’s inquiries in a timely manner;
- Keep customers informed of new features and keep systems updated to the latest applicable features and functionality;
- Not purchase any Products manufactured by the Company from any source other than Company or its subsidiaries without Company’s prior written consent;
- Refrain from engaging in any unfair or deceptive trade practices and comply with all associated present and future laws, ordinances and regulations of all duly constituted authorities;
- Make no claims on behalf of Company or imply that Company endorses Dealer’s products or services;
- Maintain its business establishment in an attractive, clean, orderly and sanitary condition and maintain all its fixtures and furnishings in good condition and repair;
- Display the Products and all promotional material pertaining thereto in a manner that is at least as prominent as any other brand of product in the same category as the Products and maintain adequate stocks and facilities thereof;
- Obtain training from Company for Dealer’s personnel, and directly provide ongoing training of its sales personnel in connection with the demonstration, use, and sale of the Products;
- Purchase from Company the minimum quantity, if any, of Products as may be required during the term of the Agreement under any applicable independent dealer program, brand-specific rules, or otherwise set forth in writing prior to execution of the Agreement, as may be adjusted by Company from time to time as permitted under such dealer program or upon thirty (30) days prior written notice to Dealer. In addition, certain additional minimum purchase obligations may be required to become eligible for price discounts or credit terms, if any, that may be offered by Company under any dealer program from time to time; provided that no such program shall apply to Dealer unless set forth in writing and expressly extended to Dealer by Company;
- Not: (i) separate any software sold or bundled/packaged with any Product(s) from such Product(s) or sell, license or distribute such software on a standalone basis; (ii) only distribute such software on those terms and conditions as Company may, from time to time, require; and (iii) not remove, translate (except as permitted in the Agreement), or modify the contents of documentation of or related to such software, including, without limitation, any end user license agreements or warranty statements;
- Ensure that each customer accepts or has accepted the online terms and conditions required to register to the Product to the customer before activating any Product for such a customer;
- Not under any circumstance directly or indirectly remotely access, control, modify or disable Products after installation at end-user’s property without the prior written permission from such end user, including, but not limited to, disabling Products installed in a customer’s home in order to collect payment from such a customer;
- Not under any circumstance register a customer, accept any terms on a customer’s behalf, including any terms and conditions of third-party products, misrepresent any such terms and conditions or otherwise bypass this precondition to Product activation. Should Company identify an instance where Dealer has not complied with obligations xvi and xvii of this Section, Dealer must take reasonable steps to correct the identified issue(s) within seven days of receipt of written notice from Company;
- Use its best efforts to sell and install Products within twelve months of the date of purchase from Company, and Dealer agrees that any Products not sold within such twelve-month period will not be sold as “new” as it relates to the warranty term. For such Products, the Company Limited Warranty period begins as of the date twelve months from the purchase date of such Product by Dealer from Company. For such Products Dealer agrees to either (i) explicitly inform the customer of the new limited warranty termination date in writing; or (ii) indemnify Company for any warranty claims and expenses related to such Product;
- Obtain Company’s prior written approval of all material marketing and sales information, literature and labels relating to the Product, that has not otherwise been published by the Company, which Dealer shall ensure comply with all relevant governmental requirements. Company may, at its discretion, require that Dealer cease use of marketing material or sales information relating to the Products.
- Dealer acknowledges and agrees that any data or information related to the customers’ registration of the Products will be considered Company’s Confidential Information hereunder. Such information may only be used by Dealer for the sole purpose of selling, installing, or servicing the Products as set forth hereunder, and Dealer will abide by any applicable laws or regulations related to the transfer, processing or use of any personal information it provides to Company or receives from Company, and will assist Company in its compliance with any such applicable laws or regulations.
- Dealer will promptly report to The Company any concerns regarding potential fraudulent, unusual, or suspicious activity by any party as it relates to the Dealer’s business with the Company.
- Dealer may not impersonate or misrepresent him or herself as another person, entity, or otherwise misrepresent any affiliation with another person or entity. the Company reserves the right to reject or block any user ID, order, or account deemed to be an impersonation of misrepresentation of the Dealer’s identity or a misappropriation of another person’s name, business, or identifying information.
- Dealer will not post, send, transmit, or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail or spam.
Version: January 16, 2024
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