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.


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 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.


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 includes 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.


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.


 7.4 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.


7.5 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.


7.6 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 


7.7 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.


7.8 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.


7.9 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 condition.


7.10 Applicable Law - All purchases, and these terms and conditions are in accordance with the laws of MN, USA.



    

Agreed by:

Authorized signature

 _____________________

Name:
Title
Date



Authorized Resale Policy



PIN Genie Inc, DBA LOCKLY (the “Brand Owner”) hereby adopts this Resale Policy (this “Policy”) and requires that each person, firm or entity (as applicable, a “Reseller”) that purchases Brand Owner’s products (the “Products”) for resale or other distribution agree to comply with this Policy. 


Any Reseller that fails to comply with this Policy will be deemed an unauthorized reseller of the Products, and as such, shall have no right to: (i) sell the Products, (ii) use Brand Owner’s intellectual property, including any of its trademarks or copyrights, or (iii) offer Brand Owner’s consumer warranty applicable to any of the Products. 


1. Applicability. This Policy applies to all resales of the Products. Regardless as to where the Products were acquired, either directly from the Brand Owner, through an authorized distributor, or some other procurement method, a Reseller must comply with the terms of this Policy.


2. Sales to End Users Only. Unless otherwise agreed with Brand Owner in writing, Reseller may only purchase Products for resale to consumers and end user customers, and Reseller may not resell Products to other Resellers, distributors or for further distribution in any manner.


3. No Sales on Online Marketplaces. Without the Brand Owner’s express written consent, Reseller may not advertise or sell the Products online on any e-commerce platform, specifically including, but not limited to, Amazon, eBay and Walmart. Reseller may sell Products on its own website.


4. Handling and Storage. Reseller agrees to handle and store the Products in a safe manner and in compliance with Brand Owner’s storage and handling guidelines. Reseller will ensure that any Products it purchased are stored in secure, climate-controlled warehouses. 


5. Product Packaging and Display. Reseller shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, SKU or other identifying information on Products or their packaging is prohibited. Reseller may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Reseller shall not advertise, market, display, or demonstrate non-Brand Owner Products together with the Products in a manner that would create the impression that the non-Brand Owner Products are made by, endorsed by, or associated with Brand Owner.


6. Trademarks; Copyrights. Resellers that comply with this Policy have a limited, non-exclusive, non-sublicensable, revocable license to use Brand Owner’s trademarks and copyrights in connection with the sale of the Products. Reseller shall not alter, modify, or change any trademark or copyright, nor shall Reseller use any trademark or copyright other than for the promotion and sale of the Products, nor shall Reseller use any trademark or copyright in any manner that negatively impacts such trademark or copyright or the Brand Owner. Failure to comply with the Policy will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. Brand Owner reserves the right to revoke this license at any time for any or no reason. 


 7. Locations / Reporting. Reseller agrees to track the Products it purchases and to store all such Products at locations in compliance with this Policy. At Brand Owner’s request, Reseller will provide Brand Owner with (a) a list of all storage locations utilized by Reseller, (b) an inventory of Products maintained at each such storage location, and (c) physical access for Brand Owner to perform an inventory to confirm the amounts and locations of Products at Reseller’s stated locations.


8. Product Inspection. Promptly upon receipt of the Products, Reseller agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a “Defect”). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Brand Owner.


9. Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller agrees to cooperate with Brand Owner with respect to any Product recall or other consumer safety information dissemination efforts.


10. Customer Service. Reseller will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions. At Brand Owner’s request, Reseller will provide any reports or other information related to such customer services. 


11. Product Loss and Theft. If any significant quantity of Products purchased by Reseller are lost or stolen, Reseller will promptly report such event to Brand Owner. 


12. Report Unauthorized Resellers. If Reseller has information or reasonably suspects that any person is purchasing and reselling or distributing Products in a manner not authorized by Brand Owner or in violation of this Policy, Reseller must promptly notify Brand Owner.


13. Support of Manufacturer’s Warranty. Reseller may extend to any proper purchaser of the Products the original manufacturer’s warranty in accordance with its terms. Reseller may not modify or alter the original manufacturer’s warranty, represent or characterize the original manufacturer’s warranty in any misleading manner, or extend its own warranty with respect to the Products. Failure to comply with this Policy will result in the total forfeiture of Reseller’s right to offer Brand Owner’s consumer warranty.


14. Other Information, Documents and Reports. Reseller must provide Brand Owner with any supplemental information, documents and reports that Brand Owner may request in order to validate Reseller’s compliance with this Policy and to support Brand Owner’s warranty support and customer support obligations and initiatives.



RESELLERS WHO FAIL TO COMPLY 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.