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Dealer Program Policies
I. General Operating Guidelines
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For the Distributor's Appointment as an authorized Distributor to be
considered valid by Company, Distributor must:
- Maintain an active registered business entity that is legally permitted to sell the products and services ("Products") and sales territory ("Territory") authorized by the Distribution Agreement between the Distributor and Company ("Agreement") in the Territory, and which is operated on a full-time basis;
- Commit reasonable resources and expenditures to distribute the Products.
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Distributor 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 Distributor 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, and maintaining credit with Company in good standing.
Upon failure to meet any of these requirement(s) and in Company's sole discretion, a Distributor 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) Distributor’s ordering capabilities, (ii) access to e-commerce portal(s) and technical support, (iii) participation in Company rewards programs (including rebate programs), (v) access to any other program or promotion offered to Distributors. Upon regaining full compliance with the requirements, a Distributor may return to active status upon written or electronic request to and written or electronic approval from Company.
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Upon termination of the Agreement (“Terminated Status”),
Distributor:
- May submit a final Purchase Order, 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 Distributor;
- 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 Distributor or Distributor of any Company produced Product lines;
- If applicable, shall immediately be removed from the Company website and Distributor 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 Distributor, and if applicable, reassign existing customers to a new Distributor of record;
- May not reapply to become a Company Distributor 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.
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In performance under the Agreement, Distributor shall:
- Not install or provide services for the Products outside the Territory;
- Only distribute the Products to authorized dealers ("Dealers") who perform required installation and final configuration services at each end-user location or all Products purchased.
- Not market, sell or distribute the Products to dealers who the Distributor knows, or has good reason to believe, intend to resell the Products or take the Products outside the Territory. and
- Respond to Dealer inquiries in a timely manner. Company reserves the right to re-assign sales opportunities or Dealers to a new Distributor should Company determine that Distributor has not responded to the customer's inquiries in a timely manner;
- Keep Dealers 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 Distributor's or their Dealers products or services;
- Obtain training from Company for Distributor’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 Distributor 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 Distributor program or upon thirty (30) days prior written notice to Distributor. 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 Distributor program from time to time; provided that no such program shall apply to Distributor unless set forth in writing and expressly extended to Distributor 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;
- 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 Distributor shall ensure comply with all relevant governmental requirements. Company may, at its discretion, require that Distributor cease use of marketing material or sales information relating to the Products.
- Distributor acknowledges and agrees, and shall ensure its Dealers acknowledge and agree, 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 Distributor or Dealer for the sole purpose of selling, installing, or servicing the Products as set forth hereunder, and Distributor 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.
- Distributor will promptly report to The Company any concerns regarding potential fraudulent, unusual, or suspicious activity by any party as it relates to the Distributor’s business with the Company.
- Distributor 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 Distributor’s identity or a misappropriation of another person’s name, business, or identifying information.
- Distributor will not post, send, transmit, or otherwise make available any unsolicited or unauthorized email messages, advertising, promotional materials, junk mail or spam.
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Distributor shall ensure that its Dealers:
- 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;
- 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 Distributor 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 or Distributor;
- Comply with the additional policies of the Distributor Program Policies as applicable to Dealers.
Version: November 7, 2025
