Authorized Dealer Agreement
The following standardAuthorized Dealer Agreement shall apply to all Distributor / Resellers (“AuthorizedDealer”) accepted by PIN Genie Inc. dba LOCKLY “LOCKLY” to resell the Locklybrand of products “Products” to the Pro markets.
By signing up to be our AuthorizedPartner, you agree to the following terms and conditions:
1) MAP
Authorized Dealer is required to comply with our Authorized ResalePolicy and observe the Lockly List Price. Other promotional discounts are to be mutually reviewed and bepre-approved by Lockly. Most Productsare serialized. Any MAP and sell channelviolation will be tracked down.
2) Shipping Policies
Orders willtypically be delivered within a week from our MSP warehouse by Lockly preferredcourier or trucking companies. Freeshipping options are available for orders reaching our MOQ and minimum ordervalue of USD1,000 per delivery, with the exceptions of delivery requests outsidethe continental US: Alaska, Hawaii and Puerto Rico. “Ship To Address” must be correct on the NewCredit Application Form. Lockly will notbe responsible for any parcel returned to us due to error on the shippingaddress.
3) Authorized Dealer AccountRestrictions
Authorized Dealer is notauthorized to resell Lockly products on Amazon, Unauthorized Retail Stores ortheir respective online channels. In the event Authorized Dealer creates a social media account, or otherwise registers asocial media account, that uses a trademark, mark, domain name or tradenamesimilar to that of Seller, such social media account will be the property ofSeller, Authorized Dealer herebyassigns to Lockly all right and title therein, and upon request by Lockly, Authorized Dealer will executeall documentation in order to establish Lockly’s ownership.
4) Authorized Dealer Obligations
4.1 Commit to supporting Lockly product and technology trainings, becoming and actively communicating via Lockly provided merchandise (branded elements) that you or your end clients are a Lockly Authorized Dealers.
5) Marketing Obligations
5.1 Lockly will provide marketing and product materials via our shared Dropbox or Dropbox Access.
5.2 Additional promotional materials, parts and free merchandising items are available for order.
5.3 Lockly is open to reviewing optional sales promotions & activities, with respects to driving results for the ongoing partnership and mutually agreed upon campaigns
5.4 Quarterly collaborative review of marketing efforts to ensure the companies are mutually aligned with current messaging, assets and desired & agreed upon marketing vehicles.
6) Returns and Refund Policies
For manufacturing defects, Authorized Dealer can file a RMA with the followingrequested details: Serial Number, reasons for return, photos and/or video incombination with the application of a request for RMA credit. A credit memo will be used against the nextorder.
7) Miscellaneous
7.1 This Agreement shall commence on the Effective Date and shall continue in full force until terminated as set forth herein. This Agreement may be terminated by either party, with or without cause, with 30 days’ prior written notice to the other party, or immediately by Lockly if Authorized dealers breach any provision under this Agreement or any Program.
Agreed by:
Authorized signature
Name:
Title
Date
Authorized Resale Policy
PIN Genie Inc, DBA LOCKLY (“LOCKLY”) herebyadopts this Resale Policy (this “Policy”) and requires that each person, firmor entity (as applicable, a “Reseller”) that purchases LOCKLY’s products (the“Products”) for resale or other distribution agree to comply with thisPolicy.
Any Reseller that fails to comply with this Policy will be deemed anunauthorized reseller of the Products, and as such, shall have no right to: (i)sell the Products, (ii) use LOCKLY’s intellectual property, including any ofits trademarks or copyrights, or (iii) offer LOCKLY’s consumer warrantyapplicable to any of the Products.
1. Applicability. This Policy applies to all resales of the Products. Regardless as towhere the Products were acquired, either directly from the LOCKLY, through anauthorized distributor, or some other procurement method, a Reseller mustcomply with the terms of this Policy.
2. Sales to End UsersOnly. Unless otherwise agreed with LOCKLY inwriting, Reseller may only purchase Products for resale to consumers and enduser customers, and Reseller may not resell Products to other Resellers,distributors or for further distribution in any manner.
3. No Sales on OnlineMarketplaces. Without the LOCKLY’s express writtenconsent, Reseller may not advertise or sell the Products online on anye-commerce platform, specifically including, but not limited to, Amazon, eBayand Walmart.
4. Handling andStorage. Reseller agrees to handle and store theProducts in a safe manner and in compliance with LOCKLY’s storage and handlingguidelines. Reseller will ensure thatany Products it purchased are stored in secure, climate-controlledwarehouses.
5. Product Packagingand Display. Reseller shall sell Products in their original packaging. Relabeling,repackaging (including the separation of bundled Products or the bundling ofProducts), and other alterations to Products or their packaging are notpermitted. Tampering with, defacing, or otherwise altering any serial number,UPC code, batch or lot code, SKU or other identifying information on Productsor their packaging is prohibited. Reseller may not remove, translate, or modifythe contents of any label or literature on or accompanying the Products.Reseller shall not advertise, market, display, or demonstrate non-LOCKLYProducts together with the Products in a manner that would create theimpression that the non-LOCKLY Products are made by, endorsed by, or associatedwith LOCKLY. The Products may not bebranded by Reseller as Reseller’s own brand.
6. Trademarks; Copyrights. Resellers that comply with this Policy have a limited, non-exclusive,non-sublicensable, revocable license to use LOCKLY’s trademarks and copyrightsin connection with the sale of the Products. Reseller shall not alter, modify,or change any trademark or copyright, nor shall Reseller use any trademark orcopyright other than for the promotion and sale of the Products, nor shallReseller use any trademark or copyright in any manner that negatively impactssuch trademark or copyright or the LOCKLY. Failure to comply with the Policy will resultin the automatic revocation of the license granted herein and a totalforfeiture of the rights granted herein. LOCKLY reserves the right to revokethis license at any time for any or no reason.
7. Locations / Reporting. Reseller agrees to track the Products it purchases and to store allsuch Products at locations in compliance with this Policy. At LOCKLY’s request, Reseller will provide LOCKLYwith (a) a list of all storage locations utilized by Reseller, (b) an inventoryof Products maintained at each such storage location, and (c) physical accessfor LOCKLY to perform an inventory to confirm the amounts and locations ofProducts at Reseller’s stated locations.
8. Product Inspection. Promptly upon receipt of the Products, Reseller agrees to inspect theProducts for damage, defects, evidence of tampering, or other non-conformances(a “Defect”). If any Defect is identified, Reseller must not offer the Productfor sale and must promptly report the Defect to LOCKLY.
9. Recall andConsumer Safety. Toensure the safety and well-being of the end users of the Products, Reselleragrees to cooperate with LOCKLY with respect to any Product recall or otherconsumer safety information dissemination efforts.
10. Customer Service. Reseller will maintain customer service phone and email responsefunctions to handle customer complaints, returns and other customer servicefunctions. At LOCKLY’s request, Resellerwill provide any reports or other information related to such customer services.
11. Item ReceiptDicrepancy, Product Damage, Loss and Theft. Forany item receipt discrepancy, or if Products purchased by Reseller are damaged,lost or stolen, Reseller will promptly report such event to LOCKLY.
12. ReportUnauthorized Resellers. If Reseller hasinformation or reasonably suspects that any person is purchasing and resellingor distributing Products in a manner not authorized by LOCKLY or in violationof this Policy, Reseller must promptly notify LOCKLY.
13. Support ofManufacturer’s Warranty. Reseller may extend to any properpurchaser of the Products the original manufacturer’s warranty in accordancewith its terms. Reseller may not modifyor alter the original manufacturer’s warranty, represent or characterize theoriginal manufacturer’s warranty in any misleading manner, or extend its ownwarranty with respect to the Products. Failure to comply with this Policy willresult in the total forfeiture of Reseller’s right to offer LOCKLY’s consumerwarranty.
14. Other Information,Documents and Reports. Resellermust provide LOCKLY with any supplemental information, documents and reportsthat LOCKLY may request in order to validate Reseller’s compliance with thisPolicy and to support LOCKLY’s warranty support and customer support obligationsand initiatives.
RESELLERS WHO FAIL TOCOMPLY WITH THE FOREGOING TERMS FORFEIT THE RIGHT TO SELL THE PRODUCTS
AUTHORIZED DEALER AGREEMENT
PLEASE READ THIS AUTHORIZED DEALER AGREEMENT (“AGREEMENT”) BEFORE ACCEPTING. BY CLICKING “ACCEPT” TO THIS AGREEMENT, “YOU” AS A LOCKLY BRAND OF PRODUCTS (“PRODUCTS”) DEALER CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS CONTAINED HEREIN, DO NOT ACCEPT THIS AGREEMENT. BY CLICKING “ACCEPT”, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT IN ITS ENTIRETY.
The parties to this Agreement are PIN Genie Inc. dba LOCKLY (“LOCKLY”) and DEALER. The “Effective Date” of this Agreement shall be the date LOCKLY notifies DEALER that LOCKLY has accepted this Agreement and approved DEALER’s application to be an authorized DEALER. DEALER’s authorized dealer certification and welcome kit materials are set forth in the confirmation email to be sent by LOCKLY to DEALER once DEALER’s application is approved and accepted by LOCKLY.
1) MAP ComplianceAuthorized Dealer is required to comply with our MAP policy as stated on the LOCKLY Distribution Price List. Other promotional discounts are to be mutually reviewed and be pre-approved by LOCKLY. Most Products are serialized. Any MAP and sell channel violation will be tracked down.
2) Shipping PoliciesOrders will typically be delivered within a week from our MSP warehouse by LOCKLY preferred courier or trucking companies. Free shipping options are available for orders reaching our MOQ, with the exceptions of delivery requests outside the continental US: Alaska, Hawaii and Puerto Rico. “Ship To Address” must be correct on the New Credit Application Form. LOCKLY will not be responsible for any parcel returned to us due to error on the shipping address.
3) Authorized Dealer Account RestrictionsAuthorized Dealer is not authorized to resell LOCKLY products on Amazon, Unauthorized Retail Stores or their respective online channels. In the event Authorized Dealer creates a social media account, or otherwise registers a social media account, that uses a trademark, mark, domain name or tradename similar to that of Seller, such social media account will be the property of Seller, Authorized Dealer hereby assigns to LOCKLY all right and title therein, and upon request by LOCKLY, Authorized Dealer will execute all documentation in order to establish LOCKLY’s ownership.
4) Authorized Dealer Obligations
4.1 Commit to supporting LOCKLY product and technology trainings, becoming and actively communicating via LOCKLY provided merchandise (branded elements) that you or your end clients are a LOCKLY Authorized Dealers.
4.2 Provide LOCKLY with a quarterly forecast and commit to minimum monthly sell through reporting, with the preference of weekly sell through numbers. With a yearly forecast commitment, LOCKLY will provide a VIR (Volume Incentive Rebate) based on mutually agreed upon sales goals.
4.3 Agrees to a quarterly business review meeting to determine training schedules, merchandising needs, supportive resources, sales performance, product roadmaps and establishing KPI’s.
4.4 Authorized Dealer undertakes to avoid any activity, which to its knowledge is detrimental to LOCKLY's interest, reputation and good will and to use its best endeavors to promote the goodwill of LOCKLY.
5) Marketing Obligations5.1 LOCKLY will provide marketing and product materials via our shared Dropbox or Dropbox Access.5.2 Additional promotional materials, parts and free merchandising items are available for ordering5.3 LOCKLY is open to reviewing optional sales promotions & activities, with respects to driving results for the ongoing partnership and mutually agreed upon campaigns5.4 Quarterly collaborative review of marketing efforts to ensure the companies are mutually aligned with current messaging, assets and desired & agreed upon marketing vehicles
6) Returns and Refund PoliciesFor manufacturing defects, Authorized Dealer can file a RMA with the following requested details: Serial Number, reasons for return, photos and/or video in combination with the application of a request for RMA credit. A credit memo will be used against the next order.
7) Miscellaneous
7.1 This Agreement shall commence on the Effective Date and shall continue in full force until terminated as set forth herein. This Agreement may be terminated by either party, with or without cause, with 30 days’ prior written notice to the other party, or immediately by LOCKLY if Authorized dealers breach any provision under this Agreement or any Program.
7.2 In the event of the termination of this Agreement for any reason, all rights granted to Authorized Dealers shall terminate, and Authorized Dealer shall immediately discontinue all marketing and distribution of products purchased from LOCKLY.
7.3 Confidential Information - Confidential Information means all information disclosed, directly or indirectly, by LOCKLY to the Authorized Dealer in (i) tangible form and which is designated “Confidential”, “Proprietary”, or “Trade Secret”; (ii) disclosed orally, and summarized in writing as “Confidential”, “Proprietary” or “Trade Secret”, and delivered to Authorized Dealer within thirty (30) days of disclosure; or (iii) which by the nature of the information and the circumstances of the disclosure, Authorized Dealer should reasonably infer to be confidential or proprietary.Confidential Information does not include information which: (a) is or becomes generally known through no fault of the Receiving Party; (b) is known to Authorized Dealer at the time of disclosure, as evidenced by Authorized Dealer’s records; (c) is hereafter furnished to Authorized Dealer by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by Authorized Dealer without use of or reference to LOCKLY’s Confidential Information. Authorised Dealer agrees that LOCKLY’s Price Lists, discounts and discounting practices, Special Benefits, Documentation, software, Product roadmaps, and statements of Product direction are all deemed to be LOCKLY’s Confidential Information under this Agreement. Authorized Dealer will use a reasonable degree of care to maintain all Confidential Information of LOCKLY in confidence, and neither party will disclose to any third party nor use Confidential Information of LOCKLY for any unauthorized purpose.Authorized Dealer may only disclose Confidential Information (1) to its employees and representatives that have a need to know to accomplish the purposes of this Agreement and each of whom are bound to protect the Confidential Information from unauthorized use and disclosure under the terms of a written agreement with terms as protective of the Confidential Information as those set forth in this Agreement; and (2) in response to a valid order of a court or other governmental body or as otherwise required by law to be disclosed, provided Authorized Dealer gives sufficient notice to LOCKLY to enable LOCKLY to take protective measures. Except as otherwise expressly set forth in this Agreement, no rights or licenses to intellectual property in Confidential Information is granted by either party under this Agreement, whether express, implied or otherwise, to the other party. The obligations imposed on Authorized Dealer shall survive until such time as the Confidential Information of the LOCKLY becomes publicly available and/or made generally known through no action of Authorized Dealer. All Confidential Information will be returned immediately to LOCKLY, or destroyed, after Authorized Dealer’s need for it has expired or upon request of LOCKLY or termination of this Agreement. Each party agrees that any violation of these confidentiality provisions will cause irreparable injury to the other party entitling the other party to injunctive relief or other equitable relief, in addition to, and not in lieu of, any other remedies such party may be entitled to. The disclosure of Confidential Information will be governed by this Agreement, which supersedes any previous confidentiality or nondisclosure agreement executed by or on behalf of the parties. Any such Confidential Information will be treated as if it were disclosed under this Agreement as of the date of such exchange.7.3 Authorized dealer shall defend, indemnify and hold harmless LOCKLY from and against any and all suits, infringement, legal proceedings, claims, demands, damages, liabilities, losses, fines, penalties, costs and expenses including reasonable legal fees.
7.4 Authorized dealer shall provide customer service & deal with complaints and similar events in an efficient and appropriate way which conforms to the repute LOCKLY and their Products.
7.5 Information, Images and Photos - All logos, images, terms, policies and product information are the property of LOCKLY Inc. and cannot be copied or distributed without the express written consent of the company. To obtain permission, please email ProOrders@lockly.com
7.6 Privacy – LOCKLY shall comply with our Privacy Policy and shall not disclose any personal information to external organizations except for the purpose of fulfilling your order.
7.7 Severability. If any part of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect and the unenforceable provision shall be reformed so as to give maximum legal effect to the intentions of the parties as expressed herein.
7.8 Waiver. The failure of any party to enforce any of the terms and conditions of the Agreement shall not constitute a waiver of that party’s right thereafter to enforce each and every term and conditio7.9 Applicable Law - All purchases, and these terms and conditions are in accordance with the laws of CA, USA.