Authorized Dealer Registration
United States Authorized Indirect Reseller Agreement
Please review the Authorized Reseller Agreement and click to agree to the policy.
THIS RESELLER AGREEMENT (the “Agreement”) is made effective the date of its execution (the “Effective Date”), by and between RSI North America, Inc., a Delaware corporation with principal offices at 1024 Winters Parkway, Dayton, Nevada (“RSI”), and the authorized reseller that has executed this Agreement (“Reseller”). RSI and Reseller are each sometimes referred to herein as a “party” or collectively as the “parties.” The parties agree as follows:
Definitions.
Products: The (“Product(s)”) shall mean the RSI products and related accessories made available to Reseller.
Territory: The (“Territory”) shall mean the United States of America.
End-User: An (“End-User”) shall mean any purchaser of the Product(s) from the Reseller who is the ultimate consumer for whom the Product is designed and who does not intend to resell the Product(s) to a third-party.
Licensed IP: The (“Licensed IP”) shall mean the trademarks, tradenames, product images, and/or marketing banners provided by RSI in writing in the approved image or form provided by RSI.
Transship: (“Transship”) shall mean the sale of Product(s) to any entity other than an End-User or an Auto Dealer for brick & mortar sales only.
Term: The (“Term”) of this Agreement shall begin on the Effective Date and, unless sooner terminated as provided herein, continue in full force and effect for one (1) year from the Effective Date. This Agreement will automatically renew for consecutive one (1) year Terms thereafter.
1. Appointment. For the Term of this Agreement, RSI grants to the Reseller and the Reseller accepts the non-exclusive right to fulfill orders and to market, sell, and distribute the Products to End-Users located in the Territory only in brick & mortar locations. Additionally, Reseller may sell the Products to Auto Dealers to resell in their brick & mortar locations only. Reseller agrees to limit and/or cease the sale of Products at RSI’s request.
2. Internet Sales Prohibited. Reseller is expressly prohibited from advertising and/or selling the Products on the Internet, unless Reseller has executed an approved Internet Sales Addendum with RSI.
3. Transshipping. Reseller shall not knowingly transship the Products. Specifically, Reseller shall not sell or transfer any of the Products to any person or entity for resale. Reseller may sell the Products to Auto Dealers to resell the Products in their brick & mortar locations only. Reseller agrees to restrict, cease, or limit the sale of Products to anyone at the request of RSI. Reseller shall not sell or offer for sale any product bearing a trademark, copyright, patent, or name associated with RSI that Reseller purchased or obtained from a source other than directly from RSI or a RSI Authorized Distributor. Reseller shall not obscure or alter any Product or its packaging in any fashion.
4. Geographic Sales Boundary. Reseller may only sell and advertise for sale the Products within the Territory. RSI hereby expressly prohibits the Reseller from soliciting or consummating sales outside the Territory.
5. Liquidated Damages. For each occasion that Reseller breaches Sections 1, 2, 3, or 4 of this Agreement by engaging in the unauthorized sale of Products, in addition to all other remedies available to RSI under this Agreement and at law, Reseller agrees to pay RSI, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with RSI’s investigation and enforcement regarding the unauthorized sales, including, but not limited to, attorney’s fees; or (ii) five times (5X) the MSRP of the Product(s) per unit of Product. The parties agree that these damages are not punitive.
6. Intellectual Property. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed IP for the sole purpose of advertising and promoting the sale of Products to End-Users within the Territory, subject to the restrictions and limitations described in Schedule A of this Agreement.
7. Reseller Obligations. During the Term of this Agreement, Reseller shall:
a. promote, market, and sell the Products;
b. maintain qualified personnel with knowledge of the specifications, features, and use of the Products;
c. provide quality post-sale return support for all customers, including End-Users that purchase the Products;
d. agree to restrict, cease, or limit sales to any customer at the request of RSI;
e. preserve the reputation and goodwill of RSI and the Products and avoid any illegal or unethical actions, including, but not limited to, “bait and switch” practices;
f. only use the current Licensed IP in association with the Products, unless Reseller obtains written permission from RSI;
g. conduct and maintain at all times its operation in compliance with all applicable federal and state laws and regulations, FTC consent orders, county and city ordinances and regulations, and any other applicable law, regulation, or ordinance. Reseller agrees not to engage in any unfair trade practices. Reseller shall indemnify and hold RSI harmless from any cost or liability, including costs of litigation and attorney’s fees as may be incurred in defending any civil, criminal, or administrative action brought against RSI or its officers, employees, or agents that may result from a violation of this paragraph;
h. operate a physical street address and a landline telephone number for contact by its customers and must advise customers of this physical address and the landline telephone number. Post office boxes and mobile telephone numbers are not sufficient; and
i. comply with additional terms of sale as otherwise provided by RSI and as such terms may change from time to time by RSI in its sole discretion.
8. Breach. Any violation of the terms of this Agreement shall be deemed a breach of the Agreement, entitling RSI to terminate the Agreement immediately or take any other action allowed under the law.
9. Termination. This Agreement may be terminated as follows:
a. by RSI immediately upon written notice to Reseller in the event of a breach of any of the terms of this Agreement; or\
b. by RSI or Reseller, without cause or liability, upon thirty (30) days’ prior written notice to the other party.
10. Obligations Upon Expiration/Termination.
a. Authorization. Upon expiration or termination of this Agreement for any reason, Reseller will no longer be an authorized reseller of RSI Products. Reseller shall immediately cease to purchase, advertise, and/or sell RSI products; cease to represent itself as an authorized reseller of RSI products; cease all use of RSI’s intellectual property, and return to RSI all advertising, promotional, display, and other materials that have been furnished to Reseller by RSI. The acceptance of a Reseller’s purchase order after the expiration or termination of this Agreement shall not be deemed a renewal or extension of this Agreement, or a waiver of its termination or expiration or a waiver of any prior breach. However, there shall be under no obligation to fulfill any orders placed by Reseller after termination or notice of such termination.
b. Repurchase Option. Within ten (10) days of termination of this Agreement for any reason, Reseller agrees to provide RSI with a list of its inventory of the Products. RSI or an RSI Distributor, at their option, will have the right to repurchase from Reseller any or all saleable Products in Reseller’s inventory by sending written notice of the exercise of such option within thirty (30) days from the effective date of expiration or termination or the date RSI receives the foregoing list, whichever last occurs. The purchase price of such Products will be at the net invoice prices at which the Products were originally purchased by Reseller, less any discounts or allowances that were given to Reseller. If such option to repurchase is exercised, Reseller agrees, at Reseller’s expense, to deliver Reseller’s inventory of the Products to RSI or an RSI Distributor in their original packages within thirty (30) days of receipt of the notice of exercise.
11. Reporting. RSI may request from Reseller and Reseller agrees to provide reports of inventories, sales, point of sale, and other pertinent information regarding its handling of Products purchased from RSI, as RSI from time to time reasonably requests. RSI shall grant Reseller at least ten (10) days to comply with any such request.
12. Unilateral Policy. Reseller acknowledges that Reseller has been informed of RSI’s Unilateral Policy as it applies to the advertisement for sale of RSI Products from Resellers to End-Users in the United States. There is no agreement, express or implied, between RSI and Reseller with respect to the advertised or resale pricing of Products. If any director, officer, employee, representative, or other agent of RSI tries to coerce Reseller to agree to the price at which Reseller advertises or resells RSI Products, such action shall be considered void, unauthorized, and without effect and Reseller shall promptly notify RSI’s Unilateral Policy Committee at up.na@rsismartcap.com.
Amendments & Waivers.
a. Except as otherwise set forth in Section 13(b) of this Agreement, this Agreement may be amended, waived, or modified only by a written instrument signed by an authorized officer of both parties stating specifically that it is an amendment, waiver, or modification. No waiver of any provision at any particular time shall be deemed a permanent waiver of such provision, or a waiver of any other provision of this Agreement. Failure to enforce a provision shall not be deemed a waiver.
b. RSI may amend any Schedule in this Agreement by providing notice to the Reseller, and any such amendment shall become effective immediately upon delivery of such notice.
14. Entire Agreement. This Agreement, the Schedules, any additional terms and conditions of RSI, set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.
15. Limitation on Liability. RESELLER ACKNOWLEDGES AND AGREES THAT RSI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT RESELLER MAY INCUR FROM DELAYED SHIPMENT, NON-SHIPMENT, OR PRODUCT SELECTION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), WARRANTY, OR OTHERWISE. IN NO EVENT SHALL RSI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF USE), WHETHER OR NOT RSI SHALL BE OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
16. Law and Forum. This Agreement shall be deemed to have been entered into and fully performed in the State of Nevada and shall be governed by and construed in accordance with the laws of the State of Nevada without regard for the conflicts of laws rules thereof. Reseller agrees that all controversies, disputes, and claims arising out of this Agreement shall be adjudicated exclusively by a court of competent jurisdiction within Lyon County or the United States District Court for the District of Nevada, except that any judgment in any such action may be enforced in other jurisdictions by suit or in any other permitted manner. Reseller irrevocably consents to the jurisdiction and venue of the state and federal courts of Nevada and waives any rights to seek a transfer of venue for any reason or to claim that the forum is inconvenient.
17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
18. Electronic Execution. In accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (“ESIGN”), the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. Reseller acknowledges that it has the ability to retain this Agreement either by printing or saving it.
Each signatory agrees that he or she has been authorized and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated.
SCHEDULE A
Intellectual Property Restrictions and Limitations
1. Reseller shall ensure that the Licensed IP is:
a. used in conjunction with the ® or TM designations as directed by RSI;
b. not modified in any manner without the prior written consent of RSI;
c. used alone without any other terms, marks, or designs which may detract from the Licensed IP; and
d. displayed according to specifications which RSI may provide or amend from time to time.
2. Reseller shall perform all acts requested by RSI to ensure that the nature and quality of Reseller’s use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. Reseller is specifically prohibited from registering or using any domain name containing any RSI owned or licensed brand names or any other trademark used or owned by RSI.
3. Reseller shall have no right, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of RSI. Reseller shall not do anything inconsistent with RSI’s ownership of the Licensed IP, including, but not limited to, using, causing, or permitting another party to use the Licensed IP as any part of a uniform resource locator (“URL”), metadata tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or RSI’s title to or rights in the Licensed IP.
4. Reseller shall not use the Licensed IP in a manner that disparages RSI or the Products, blurs, dilutes, or otherwise diminishes the Licensed IP, or portrays RSI, its brands, or the Products in a false or poor light.
5. Upon termination of this Agreement, Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an authorized reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to RSI all confidential information, including, but not limited to, all documents and information concerning prices, marketing, advertising, and promotional activities (the “Confidential Information”).
6. Reseller shall promptly inform RSI of any action or conduct of any person which may infringe upon any of RSI’s intellectual property rights. Reseller shall cooperate fully with RSI in connection with any legal action taken by RSI in connection with any such infringement
Please describe where you intend to sell RSi products:
brick & mortar
only
Internet only
Both Brick
& Mortar and Internet
U.S. Internet Sales Addendum
Please review the Internet Addendum
THIS INTERNET SALES ADDENDUM (the “Addendum”) to the United States Authorized Reseller Agreement (the “Agreement”) is made effective the date of its execution (the “Effective Date”), by and between RSI North America, Inc., a Delaware corporation with principal offices at 1024 Winters Parkway, Dayton, Nevada (“RSI”), and the authorized reseller that has executed this Addendum to the Agreement (“Reseller”). RSI and Reseller are each sometimes referred to herein as a “party” or collectively as the “parties.” The parties agree as follows:
Capitalized Terms. Capitalized terms used herein that are not otherwise defined herein shall have the meaning given to such terms in the Agreement.
Modification of Agreement. The parties agree that this Addendum only modifies Section 2 of the Agreement. Should any conflict between the Agreement and the Addendum arise other than with Section 2 of the Agreement, the terms and conditions of the Agreement shall govern the conduct of the parties.
Internet Appointment. RSI grants to the Reseller and the Reseller accepts the non-exclusive right to fulfill orders and to market, sell, and distribute the Products to End-Users located in the Territory only in brick and mortar locations and on the Internet URL locations listed in the then-current Internet Reseller Profile attached hereto as Schedule A and approved by RSI.
Third-Party Internet Marketplaces. Reseller is prohibited from advertising or selling Products on third-party Internet marketplaces.
Commingled Inventory.Reseller shall not cause or allow the Products to be sold anywhere or in any manner, including a third-party Internet marketplace, where the Reseller is unable to certify that all Products purchased from Reseller are fulfilled with Products that the Reseller purchased from RSI or a RSI Authorized Distributor.
Sales by Auction. Sales by the Reseller of Product(s) by way of online auction are prohibited.
No Extra-Territorial Online Sales. Reseller shall not sell Products to End-Users located outside the Territory, by means of any Internet URL location or otherwise.
Additional Intellectual Property Restrictions. Reseller shall comply with the additional intellectual property restrictions and limitations described in Schedule B.
Customer Service and Reseller Obligations.
Reseller must provide the capability for customers to place their orders fully and completely through Reseller’s website. Reseller shall neither require customers to use telephone calls, faxes, and/or hard-copy correspondence to complete their orders nor permit orders to be fulfilled only through telephone calls, faxes, and/or hard copy correspondence.
Reseller’s website must be a secure site for customer transactions.
Reseller must display its policies and procedures for customer returns, refunds, and exchanges on its website.
Reseller shall adhere to and comply with all pertinent state and federal regulations, statutes and rules applicable to taking orders or conducting business over or through the Internet.
Breach. Any violations of the terms of this Addendum shall be deemed a breach of the Agreement, entitling RSI to terminate either one or both of the Addendum and the Agreement immediately, and to remedies available in the Agreement including, but not limited to, the Liquidated Damages referenced in Section 5 of the Agreement.
Termination. This Addendum is effective until the Agreement is terminated. Notwithstanding the foregoing, RSI may terminate this Addendum for any of the reasons set forth in the Agreement. In addition, either party may terminate this Addendum at any time upon thirty (30) days’ written notice by the other party. Upon termination of this Addendum, the parties shall comply with the termination provisions and obligations set forth in the Agreement, which shall apply with equal force to this Addendum.
Electronic Execution. In accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (“ESIGN”), the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. Reseller acknowledges that it has the ability to retain this Agreement either by printing or saving it.
Each signatory agrees that he or she has been authorized and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated.
U.S. Internet Sales Addendum
Please review the Internet Addendum
THIS INTERNET SALES ADDENDUM (the “Addendum”) to the United States Authorized Reseller Agreement (the “Agreement”) is made effective the date of its execution (the “Effective Date”), by and between RSI North America, Inc., a Delaware corporation with principal offices at 1024 Winters Parkway, Dayton, Nevada (“RSI”), and the authorized reseller that has executed this Addendum to the Agreement (“Reseller”). RSI and Reseller are each sometimes referred to herein as a “party” or collectively as the “parties.” The parties agree as follows:
Capitalized Terms. Capitalized terms used herein that are not otherwise defined herein shall have the meaning given to such terms in the Agreement.
Modification of Agreement. The parties agree that this Addendum only modifies Section 2 of the Agreement. Should any conflict between the Agreement and the Addendum arise other than with Section 2 of the Agreement, the terms and conditions of the Agreement shall govern the conduct of the parties.
Internet Appointment. RSI grants to the Reseller and the Reseller accepts the non-exclusive right to fulfill orders and to market, sell, and distribute the Products to End-Users located in the Territory only in brick and mortar locations and on the Internet URL locations listed in the then-current Internet Reseller Profile attached hereto as Schedule A and approved by RSI.
Third-Party Internet Marketplaces. Reseller is prohibited from advertising or selling Products on third-party Internet marketplaces.
Commingled Inventory.Reseller shall not cause or allow the Products to be sold anywhere or in any manner, including a third-party Internet marketplace, where the Reseller is unable to certify that all Products purchased from Reseller are fulfilled with Products that the Reseller purchased from RSI or a RSI Authorized Distributor.
Sales by Auction. Sales by the Reseller of Product(s) by way of online auction are prohibited.
No Extra-Territorial Online Sales. Reseller shall not sell Products to End-Users located outside the Territory, by means of any Internet URL location or otherwise.
Additional Intellectual Property Restrictions. Reseller shall comply with the additional intellectual property restrictions and limitations described in Schedule B.
Customer Service and Reseller Obligations.
Reseller must provide the capability for customers to place their orders fully and completely through Reseller’s website. Reseller shall neither require customers to use telephone calls, faxes, and/or hard-copy correspondence to complete their orders nor permit orders to be fulfilled only through telephone calls, faxes, and/or hard copy correspondence.
Reseller’s website must be a secure site for customer transactions.
Reseller must display its policies and procedures for customer returns, refunds, and exchanges on its website.
Reseller shall adhere to and comply with all pertinent state and federal regulations, statutes and rules applicable to taking orders or conducting business over or through the Internet.
Breach. Any violations of the terms of this Addendum shall be deemed a breach of the Agreement, entitling RSI to terminate either one or both of the Addendum and the Agreement immediately, and to remedies available in the Agreement including, but not limited to, the Liquidated Damages referenced in Section 5 of the Agreement.
Termination. This Addendum is effective until the Agreement is terminated. Notwithstanding the foregoing, RSI may terminate this Addendum for any of the reasons set forth in the Agreement. In addition, either party may terminate this Addendum at any time upon thirty (30) days’ written notice by the other party. Upon termination of this Addendum, the parties shall comply with the termination provisions and obligations set forth in the Agreement, which shall apply with equal force to this Addendum.
Electronic Execution. In accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (“ESIGN”), the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. Reseller acknowledges that it has the ability to retain this Agreement either by printing or saving it.
Each signatory agrees that he or she has been authorized and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated.
Canada Authorized Indirect Reseller Agreement
Please review the Authorized Reseller Agreement and click to agree to the policy.
THIS RESELLER AGREEMENT (the “Agreement”) is made effective the date of its execution (the “Effective Date”), by and between RSI North America, Inc., a Delaware corporation with principal offices at 1024 Winters Parkway, Dayton, Nevada (“RSI”), and the authorized reseller that has executed this Agreement (“Reseller”). RSI and Reseller are each sometimes referred to herein as a “party” or collectively as the “parties.” The parties agree as follows:
Definitions.
Products: The (“Product(s)”) shall mean the RSI products and related accessories made available to Reseller.
Territory: The (“Territory”) shall mean the Canada.
End-User: An (“End-User”) shall mean any purchaser of the Product(s) from the Reseller who is the ultimate consumer for whom the Product is designed and who does not intend to resell the Product(s) to a third-party.
Licensed IP: The (“Licensed IP”) shall mean the trademarks, tradenames, product images, and/or marketing banners provided by RSI in writing in the approved image or form provided by RSI.
Transship: (“Transship”) shall mean the sale of Product(s) to any entity other than an End-User or an Auto Dealer for brick & mortar sales only.
Term: The (“Term”) of this Agreement shall begin on the Effective Date and, unless sooner terminated as provided herein, continue in full force and effect for one (1) year from the Effective Date. This Agreement will automatically renew for consecutive one (1) year Terms thereafter.
1. Appointment. For the Term of this Agreement, RSI grants to the Reseller and the Reseller accepts the non-exclusive right to fulfill orders and to market, sell, and distribute the Products to End-Users located in the Territory only in brick & mortar locations. Additionally, Reseller may sell the Products to Auto Dealers to resell in their brick & mortar locations only. Reseller agrees to limit and/or cease the sale of Products at RSI’s request.
2. Internet Sales Prohibited. Reseller is expressly prohibited from advertising and/or selling the Products on the Internet, unless Reseller has executed an approved Internet Sales Addendum with RSI.
3. Transshipping. Reseller shall not knowingly transship the Products. Specifically, Reseller shall not sell or transfer any of the Products to any person or entity for resale. Reseller may sell the Products to Auto Dealers to resell the Products in their brick & mortar locations only. Reseller agrees to restrict, cease, or limit the sale of Products to anyone at the request of RSI. Reseller shall not sell or offer for sale any product bearing a trademark, copyright, patent, or name associated with RSI that Reseller purchased or obtained from a source other than directly from RSI or a RSI Authorized Distributor. Reseller shall not obscure or alter any Product or its packaging in any fashion.
4. Geographic Sales Boundary. Reseller may only sell and advertise for sale the Products within the Territory. RSI hereby expressly prohibits the Reseller from soliciting or consummating sales outside the Territory.
5. Liquidated Damages. For each occasion that Reseller breaches Sections 1, 2, 3, or 4 of this Agreement by engaging in the unauthorized sale of Products, in addition to all other remedies available to RSI under this Agreement and at law, Reseller agrees to pay RSI, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with RSI’s investigation and enforcement regarding the unauthorized sales, including, but not limited to, attorney’s fees; or (ii) five times (5X) the MSRP of the Product(s) per unit of Product. The parties agree that these damages are not punitive.
6. Intellectual Property. Reseller is granted a limited, non-exclusive, non-transferable, revocable license to use the Licensed IP for the sole purpose of advertising and promoting the sale of Products to End-Users within the Territory, subject to the restrictions and limitations described in Schedule A of this Agreement.
7. Reseller Obligations. During the Term of this Agreement, Reseller shall:
a. promote, market, and sell the Products;
b. maintain qualified personnel with knowledge of the specifications, features, and use of the Products;
c. provide quality post-sale return support for all customers, including End-Users that purchase the Products;
d. agree to restrict, cease, or limit sales to any customer at the request of RSI;
e. preserve the reputation and goodwill of RSI and the Products and avoid any illegal or unethical actions, including, but not limited to, “bait and switch” practices;
f. only use the current Licensed IP in association with the Products, unless Reseller obtains written permission from RSI;
g. conduct and maintain at all times its operation in compliance with all applicable federal and state laws and regulations, FTC consent orders, county and city ordinances and regulations, and any other applicable law, regulation, or ordinance. Reseller agrees not to engage in any unfair trade practices. Reseller shall indemnify and hold RSI harmless from any cost or liability, including costs of litigation and attorney’s fees as may be incurred in defending any civil, criminal, or administrative action brought against RSI or its officers, employees, or agents that may result from a violation of this paragraph;
h. operate a physical street address and a landline telephone number for contact by its customers and must advise customers of this physical address and the landline telephone number. Post office boxes and mobile telephone numbers are not sufficient; and
i. comply with additional terms of sale as otherwise provided by RSI and as such terms may change from time to time by RSI in its sole discretion.
8. Breach. Any violation of the terms of this Agreement shall be deemed a breach of the Agreement, entitling RSI to terminate the Agreement immediately or take any other action allowed under the law.
9. Termination. This Agreement may be terminated as follows:
a. by RSI immediately upon written notice to Reseller in the event of a breach of any of the terms of this Agreement; or\
b. by RSI or Reseller, without cause or liability, upon thirty (30) days’ prior written notice to the other party.
10. Obligations Upon Expiration/Termination.
a. Authorization. Upon expiration or termination of this Agreement for any reason, Reseller will no longer be an authorized reseller of RSI Products. Reseller shall immediately cease to purchase, advertise, and/or sell RSI products; cease to represent itself as an authorized reseller of RSI products; cease all use of RSI’s intellectual property, and return to RSI all advertising, promotional, display, and other materials that have been furnished to Reseller by RSI. The acceptance of a Reseller’s purchase order after the expiration or termination of this Agreement shall not be deemed a renewal or extension of this Agreement, or a waiver of its termination or expiration or a waiver of any prior breach. However, there shall be under no obligation to fulfill any orders placed by Reseller after termination or notice of such termination.
b. Repurchase Option. Within ten (10) days of termination of this Agreement for any reason, Reseller agrees to provide RSI with a list of its inventory of the Products. RSI or an RSI Distributor, at their option, will have the right to repurchase from Reseller any or all saleable Products in Reseller’s inventory by sending written notice of the exercise of such option within thirty (30) days from the effective date of expiration or termination or the date RSI receives the foregoing list, whichever last occurs. The purchase price of such Products will be at the net invoice prices at which the Products were originally purchased by Reseller, less any discounts or allowances that were given to Reseller. If such option to repurchase is exercised, Reseller agrees, at Reseller’s expense, to deliver Reseller’s inventory of the Products to RSI or an RSI Distributor in their original packages within thirty (30) days of receipt of the notice of exercise.
11. Reporting. RSI may request from Reseller and Reseller agrees to provide reports of inventories, sales, point of sale, and other pertinent information regarding its handling of Products purchased from RSI, as RSI from time to time reasonably requests. RSI shall grant Reseller at least ten (10) days to comply with any such request.
12. Unilateral Policy. Reseller acknowledges that Reseller has been informed of RSI’s Unilateral Policy as it applies to the advertisement for sale of RSI Products from Resellers to End-Users in the United States. There is no agreement, express or implied, between RSI and Reseller with respect to the advertised or resale pricing of Products. If any director, officer, employee, representative, or other agent of RSI tries to coerce Reseller to agree to the price at which Reseller advertises or resells RSI Products, such action shall be considered void, unauthorized, and without effect and Reseller shall promptly notify RSI’s Unilateral Policy Committee at up.na@rsismartcap.com.
Amendments & Waivers.
a. Except as otherwise set forth in Section 13(b) of this Agreement, this Agreement may be amended, waived, or modified only by a written instrument signed by an authorized officer of both parties stating specifically that it is an amendment, waiver, or modification. No waiver of any provision at any particular time shall be deemed a permanent waiver of such provision, or a waiver of any other provision of this Agreement. Failure to enforce a provision shall not be deemed a waiver.
b. RSI may amend any Schedule in this Agreement by providing notice to the Reseller, and any such amendment shall become effective immediately upon delivery of such notice.
14. Entire Agreement. This Agreement, the Schedules, any additional terms and conditions of RSI, set forth the entire understanding and agreement of the parties, and supersede any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement.
15. Limitation on Liability. RESELLER ACKNOWLEDGES AND AGREES THAT RSI SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT RESELLER MAY INCUR FROM DELAYED SHIPMENT, NON-SHIPMENT, OR PRODUCT SELECTION, WHETHER LIABILITY IS ASSERTED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY), WARRANTY, OR OTHERWISE. IN NO EVENT SHALL RSI BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR LOSS OF USE), WHETHER OR NOT RSI SHALL BE OR SHOULD BE AWARE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. THIS SECTION SHALL SURVIVE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
16. Law and Forum. This Agreement shall be deemed to have been entered into and fully performed in the State of Nevada and shall be governed by and construed in accordance with the laws of the State of Nevada without regard for the conflicts of laws rules thereof. Reseller agrees that all controversies, disputes, and claims arising out of this Agreement shall be adjudicated exclusively by a court of competent jurisdiction within Lyon County or the United States District Court for the District of Nevada, except that any judgment in any such action may be enforced in other jurisdictions by suit or in any other permitted manner. Reseller irrevocably consents to the jurisdiction and venue of the state and federal courts of Nevada and waives any rights to seek a transfer of venue for any reason or to claim that the forum is inconvenient.
17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
18. Electronic Execution. In accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (“ESIGN”), the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. Reseller acknowledges that it has the ability to retain this Agreement either by printing or saving it.
Each signatory agrees that he or she has been authorized and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated.
SCHEDULE A
Intellectual Property Restrictions and Limitations
1. Reseller shall ensure that the Licensed IP is:
a. used in conjunction with the ® or TM designations as directed by RSI;
b. not modified in any manner without the prior written consent of RSI;
c. used alone without any other terms, marks, or designs which may detract from the Licensed IP; and
d. displayed according to specifications which RSI may provide or amend from time to time.
2. Reseller shall perform all acts requested by RSI to ensure that the nature and quality of Reseller’s use of the Licensed IP is consistent with and does not detract from the goodwill associated with the Licensed IP. Reseller is specifically prohibited from registering or using any domain name containing any RSI owned or licensed brand names or any other trademark used or owned by RSI.
3. Reseller shall have no right, title, or interest in the Licensed IP. All use of the Licensed IP and the goodwill associated therewith shall inure to the benefit of RSI. Reseller shall not do anything inconsistent with RSI’s ownership of the Licensed IP, including, but not limited to, using, causing, or permitting another party to use the Licensed IP as any part of a uniform resource locator (“URL”), metadata tag, or as a keyword or search engine term. Reseller shall not, during the Term or thereafter, challenge the validity of the Licensed IP or RSI’s title to or rights in the Licensed IP.
4. Reseller shall not use the Licensed IP in a manner that disparages RSI or the Products, blurs, dilutes, or otherwise diminishes the Licensed IP, or portrays RSI, its brands, or the Products in a false or poor light.
5. Upon termination of this Agreement, Reseller shall immediately discontinue and abandon its use of the Licensed IP, shall cease to advertise or represent itself as an authorized reseller, and shall cease to market, advertise, offer to sell, and/or sell the Products. Reseller must promptly return to RSI all confidential information, including, but not limited to, all documents and information concerning prices, marketing, advertising, and promotional activities (the “Confidential Information”).
6. Reseller shall promptly inform RSI of any action or conduct of any person which may infringe upon any of RSI’s intellectual property rights. Reseller shall cooperate fully with RSI in connection with any legal action taken by RSI in connection with any such infringement
Please describe where you intend to sell RSi products:
brick & mortar
only
Internet only
Both Brick
& Mortar and Internet
Canada Internet Sales Addendum
Please review the Internet Addendum
THIS INTERNET SALES ADDENDUM (the “Addendum”) to the Canada Authorized Reseller Agreement (the “Agreement”) is made effective the date of its execution (the “Effective Date”), by and between RSI North America, Inc., a Delaware corporation with principal offices at 1024 Winters Parkway, Dayton, Nevada (“RSI”), and the authorized reseller that has executed this Addendum to the Agreement (“Reseller”). RSI and Reseller are each sometimes referred to herein as a “party” or collectively as the “parties.” The parties agree as follows:
Capitalized Terms. Capitalized terms used herein that are not otherwise defined herein shall have the meaning given to such terms in the Agreement.
Modification of Agreement. The parties agree that this Addendum only modifies Section 2 of the Agreement. Should any conflict between the Agreement and the Addendum arise other than with Section 2 of the Agreement, the terms and conditions of the Agreement shall govern the conduct of the parties.
Internet Appointment. RSI grants to the Reseller and the Reseller accepts the non-exclusive right to fulfill orders and to market, sell, and distribute the Products to End-Users located in the Territory only in brick and mortar locations and on the Internet URL locations listed in the then-current Internet Reseller Profile attached hereto as Schedule A and approved by RSI.
Third-Party Internet Marketplaces. Reseller is prohibited from advertising or selling Products on third-party Internet marketplaces.
Commingled Inventory. Reseller shall not cause or allow the Products to be sold anywhere or in any manner, including a third-party Internet marketplace, where the Reseller is unable to certify that all Products purchased from Reseller are fulfilled with Products that the Reseller purchased from RSI or a RSI Authorized Distributor.
Sales by Auction. Sales by the Reseller of Product(s) by way of online auction are prohibited.
No Extra-Territorial Online Sales. Reseller shall not sell Products to End-Users located outside the Territory, by means of any Internet URL location or otherwise.
Additional Intellectual Property Restrictions. Reseller shall comply with the additional intellectual property restrictions and limitations described in Schedule B.
Customer Service and Reseller Obligations.
Reseller must provide the capability for customers to place their orders fully and completely through Reseller’s website. Reseller shall neither require customers to use telephone calls, faxes, and/or hard-copy correspondence to complete their orders nor permit orders to be fulfilled only through telephone calls, faxes, and/or hard copy correspondence.
Reseller’s website must be a secure site for customer transactions.
Reseller must display its policies and procedures for customer returns, refunds, and exchanges on its website.
Reseller shall adhere to and comply with all pertinent Canada and United States federal, state, and province regulations, statutes, and rules applicable to taking orders or conducting business over or through the Internet.
Breach. Any violations of the terms of this Addendum shall be deemed a breach of the Agreement, entitling RSI to terminate either one or both of the Addendum and the Agreement immediately, and to remedies available in the Agreement including, but not limited to, the Liquidated Damages referenced in Section 5 of the Agreement.
Termination. This Addendum is effective until the Agreement is terminated. Notwithstanding the foregoing, RSI may terminate this Addendum for any of the reasons set forth in the Agreement. In addition, either party may terminate this Addendum at any time upon thirty (30) days’ written notice by the other party. Upon termination of this Addendum, the parties shall comply with the termination provisions and obligations set forth in the Agreement, which shall apply with equal force to this Addendum.
Electronic Execution. In accordance with the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq. (“ESIGN”), the Personal Information Protection Electronic Documents Act, SC 2000, c. 5 (“PIPEDA”), the Uniform Electronic Commerce Act (“UECA”), and the Quebec Act to Establish a Legal Framework for Information Technology, SQ 2001, c. 32, the parties hereby agree to execute this Agreement using electronic means including the use of electronic signatures by the parties, which the parties agree shall have the full force and legal effect as if the electronic signatures were traditional hand-written signatures. Reseller acknowledges that it has the ability to retain this Agreement either by printing or saving it.
Each signatory agrees that he or she has been authorized and has the authority to enter into the Agreement with an electronic signature on behalf of the applicable party and intends to sign this Agreement by applying his or her electronic signature as indicated.
Canada Internet Sales Addendum
Please review the Internet Addendum
