Influence Media Network, llc / Grass Valley MediaEdge
Authorized Reseller / Dealer Agreement
Company: Insert Company NameEffective Date: Insert Date JAN, 00, 0000
WHEREAS, INFLUENCE MEDIA NETWORK, LLC (“IMN”), an Arkansas corporation, with a principal place of business located at 2900 Browns LN, Suite B, Jonesboro, Arkansas 72401, and Insert Company Name, a corporation, (“Company”), with headquarters atInsert Company Headquarters Address, whose main corporate phone number is Insert Company Main Phone #desires to enter into this Authorized Reseller Dealer Agreement to govern the purchase and sale of Digital Signage / Captive Audience Network equipment to end-user customers (the “Agreement”);
WHEREAS, IMN is an authorized wholesale distributor for Thomson / Grass Valley, Inc. (GV) pursuant to that certain Distributor Agreement between GV and IMN, (the “Distributor Agreement”);
WHEREAS, Company is authorized by IMN as an authorized reseller to sell and otherwise distribute PRODUCTS (defined below) to end-user customers and to provide consulting, installation, repair, maintenance, training, warranty support, and related services within a certain territory, pursuant to that certain Authorized Reseller / Dealer Agreement between IMN and Company, executed on Insert Date Agreement Prepared, by IMN (the “IMN/AR Dealer Agreement”).
NOW, THEREFORE, in consideration of the mutual promises contained herein, IMN and Company agree as follows:
GENERAL TERMS & CONDITIONS APPLICABLE TO ALL PRODUCTS AND SERVICES:
1. PRODUCTS; SERVICES; TERRITORY; DISCOUNT. (a) “PRODUCTS” and “SERVICES” as used herein shall mean products and services listed in the PRODUCTS, SERVICES, & DISCOUNTS Exhibit 1attached to the IMN/AR Dealer Agreement, and as limited or modified from time to time.
The following terms and conditions apply to Company’s appointment by Influence Media Network, L.L.C. (IMN) as an authorized non exclusive Dealer for the Grass Valley products and IMN services listed in the attached Exhibit1 (“Products”).
Appointment, Obligations. Based on the representations made by Company as to its knowledge of the market place for the Products and the undertakings set forth in this Agreement, IMN hereby appoints Company as a non exclusive authorized reseller / dealer of the Products identified in the attached Exhibit(s) and successor Exhibits, if any. IMN may revise the list of available Products from time to time to reflect the addition of new Products or the deletion of discontinued Products. As an authorized dealer, Company will:
- Provide Products alone or in conjunction with other manufacturers’ products, to provide solutions to unaffiliated end users. Company will offer Products for sale or lease to unaffiliated end users in the normal course of Company’s business.
If, during the term of this Agreement or thereafter, IMN determines that any Product purchased under this Agreement has been used, sold or leased by Company in any manner contrary to the above certification and agreement, any discount granted herein with respect to such Product shall be revoked automatically and the price for such Product shall be set at the then-current single-unit list price, and upon written notice by IMN, the amount of such discount and the difference, if any, between the price charged hereunder and such single-unit list price shall be due and payable immediately to IMN.
- Dedicate the required resources and personnel to actively market and sell the Products in accordance with the applicable policies issued from time to time by IMN.
- Provide reasonable demonstration and instruction in the use and application of the Products.
- Act as the first point of contact for all customer inquiries, specifically including issues related to technical support, warranty coverage, post-warranty service and support, and issues of customer satisfaction.
- Utilize the IMN Dealer Portal for all configuration and quote requests, convert quotes to orders, and submit point-of-sale information with each purchase order issued to IMN. The processing of any order will be delayed until this information is provided to IMN.
- Employ a sufficient number of technical professionals trained on the Products. A minimum of one sales staff member employed by Company shall complete the sales training and certification course available through IMN. A minimum of one technical staff member employed by Company shall complete the technical training and certification course available through IMN.
- Insure all Company sales and technical staff become familiar with the Products, their use, and operation in order to adequately identify sales opportunities, perform Product configurations and quotations, and close sales.
Territory. The Company may sell Products purchased for resale to unaffiliated end users within their assigned geographic boundaries or specific named account list outside assigned geographic boundaries (Territory). Territory consists of 5-digit zip code list and specific named account list outside assigned geographic boundaries submitted by Company and approved by IMN attached as Exhibit 2. Generally territories will consist of zip codes which fall within 60 mile distance from Company Physical office location(s) and specific named accounts Company has a business relationship with as evidenced by a letter from the specific named account requesting Company be allowed to serve their account.
Prices. The price charged Company for each Product purchased for resale to unaffiliated end users within Territory will be the IMN Dealer price in effect at the time of order placement as reflected on the IMN Dealer portal configuration, quote, order tools andattached as Exhibit 1.IMN will exert a good faith effort to provide Company with 30 days notice of any price increase.
Discounts. Provided Company is in compliance with the obligations set forth herein, Company is eligible for the discounts set out inExhibits 1 and 3 of thisagreement.
Product Returns. Product returns, except for warranty service, are subject to the prior approval of IMN Channel Management and a restocking fee of fifteen percent (15%) for up to ninety days from date of shipment. No returns will be accepted after ninety(90) days from the original ship date by IMN and any such return must be new, unused and returned in the original shipping containers to be eligible. IMN may reject any Product not meeting this criteria or returned in damaged condition. Company should contact IMN for any such returns.
Support. Provided Company is in compliance with the obligations set forth herein, Company is eligible for no-charge support from IMN including but not limited to pre-sales consulting, customer webinars, staff training webinars, technical support during installation, post-install trouble-shooting, warranty processing for items under warranty, configuration, pricing, and general consultation. If 90 days after contract effective date Company still does not have any trained technicians IMN will charge $95 per hour for technical support.
Recurring Revenue. Provided Company is in compliance with the obligations set forth herein, for every screen registered by Company on IMN website using Company Dealer #, where some percentage of time is available to local or national advertisers, Company is eligible for recurring revenue at rate of 5% of IMN web revenue for each registered screen. Company will receive a quarterly statement within 45 days of the close of the preceding quarter showing Company Registered Screens, total advertising revenue for each screen, IMN web revenue for each registered screen, and Company Recurring Revenue share. Example – 1 screen with $1000 monthly advertising revenue from 20 advertisers paying $50 per month = $350 IMN share x 5% Company share = $17.50 monthly recurring revenue to Company. Recurring Revenue Share will be paid Quarterly on revenue collected and Company will receive a check with their quarterly statement within 45 days of prior quarter close.
Premier Dealer Status. Provided Company is in compliance with the obligations set forth herein, and in addition Company orders and maintains a current SVS3 / DCM Demo Package set out in Exhibit 3, and Company average order revenue exceeds $15,000 per quarter, Company is eligible for co-op and benefits as set out in Exhibit 3 of this agreement. Co-op may not be used for ordering equipment but may be used by IMN to satisfy an outstanding balance more than 90 days in arrears.
Credit. Provided Company is in compliance with the obligations set forth herein, and they complete an IMN Credit Application, IMN will establish a line of credit based on the results obtained in the credit research. From time to time IMN will review the line of credit which may result in an increase or decrease based on factors including but not limited to Company payment history with IMN, Company opportunity pipeline, and Company credit rating.
Orders.All purchase orders should be submitted in writing to:
Influence Media Network, L.L.C.FAX:1-870-336-0078
Order Entry, M/S OrderTEL:1-870-336-0077
2900 Browns Ln, Suite BEMAIL:
Jonesboro, AR 72401
All purchase orders should contain the IMN Order# provided by the Dealer Portal configuration, quote, and order tool once final quote is converted to an order online.
Payment Terms.
INVOICES AND PAYMENT: Upon each shipment, IMN will issue an invoice to the “ship to” address specified in Company's order. Payment terms are 1% 20, net thirty (30) days from the date of the invoice. Company may deduct 1% of the invoice amount if payment in full is received by IMN within twenty (20) days from the invoice date. Ineligible deductions for payments received after twenty (20) days from date of invoice will be due and payable immediately. After 30 days from the date of invoice, all unpaid amounts will be subject to a daily 0.03287% (12% APR) delinquency charge accrued from the invoice due date until the unpaid amount is paid. Delinquency charge is payable on demand. All payment shall be in United States dollars.
IMN reserves the right to require a down payment on orders issued by Company based on the dollar value and/or current outstanding balance owed to IMN. Any such deposit is required prior to shipment.
IMN may change its credit terms if, in the opinion of IMN, Company's financial condition or record of payment so warrants. Company agrees to pay any third-party collection expenses, including attorney's fees, incurred by IMN to collect any unpaid amounts.
Term, Expiration, Termination. This Agreement and Company’s appointment commences on the Agreement Effective Date and will remain in effect until cancelled by either party for convenience upon thirty days (30) written notice provide by one party to the other. Either party may terminate this Agreement immediately upon notice for breach.
IMN may terminate Company's appointment and Agreement at any time upon notice, in case of insolvency of Company or the institution by or against Company of proceedings under bankruptcy, insolvency, or similar laws or for the reorganization, receivership, or dissolution of Company; or if Company otherwise seeks the protection of any bankruptcy, insolvency, or similar laws now or hereafter in effect within the Territory; or the making by Company of an assignment for the benefit of creditors or any general arrangement with creditors; or the cessation of business by Company or the adoption by Company of a resolution providing for its dissolution or liquidation; or the return unsatisfied of any judgment against Company.
Neither IMN nor Company shall be liable to the other, or to any other person for losses or damage of any kind, solely by reason of the expiration, termination or non-renewal of Company's appointment or any Agreement. Neither IMN nor Company shall make any claim against the other for loss of compensation or profits or loss of prospective compensation or prospective profits in respect of any sales contemplated or on account of any expenditures, investments or commitments made by either party in reliance upon this Agreement for the continuation of Company's appointment.
Independent Contractors. IMN and Company each agree not to represent itself as an employee, partner, agent or representative of the other.
Attachments: Exhibit 1-Products and Discounts
Influence Media Network, L.L.C.
By:By:
(Authorized Representative) (Authorized Representative)
Name: Ed MartinName:
Title: Co-FounderTitle:
Date: Date:
IMN Dealer Agreement (rev12-08)1Influence Media Network, L.L.C.
Influence Media Network, llc / Grass Valley MediaEdge
Authorized Reseller / Dealer Agreement
Exhibit 1
IMN GRASS VALLEY MEDIAEDGE DEALER AGREEMENT
Products, Services & Discounts
Dealer discount on MediaEdge solutions is 25% of List Price(Dealer Cost of an item with a $1,000 List Price will be $750.00) Three items (ADVC-HD50, ADVC-HDM1, ProCoder) are considered ProAV solutions and Dealer discount is 15% of List Price (Dealer Cost of an item with $1,000 List Price will be $850.00).
Unless otherwise specified in the price list, the discount applicable to a Product also applies to product-dependent options included in the then current price list. Contact sales for items not on price list (non price list items)which may not be discountable.
Exhibit 2
IMN GRASS VALLEY MEDIAEDGE DEALER AGREEMENT
Territory
Assigned Territory
List Zip Codes or Counties Desired (typically within 75 miles of each physical location)
Specific Named Accounts
List Specific Named Accounts Outside Assigned Zip Code Geographic Boundaries (if any)
Exhibit 3
IMN GRASS VALLEY MEDIAEDGE DEALER AGREEMENT
Premier Dealer Status
Qualifications
Company must meet the following qualifications:
- Comply with all obligations set forth herein
- Average sales exceeding $15,000 quarterly
- Order and maintain SVS3 / DCM Demo Package
- Train and certify at least one technician at 2-day IMN training in Jonesboro, AR
- Train and certify at least one sales representative at 2-day IMN training in Jonesboro, AR
Preferred Listing
Company receives preferred listing on IMN Website “Find A Dealer” listing. Premier Dealer(s) within 150 miles of any zip code or city search will be listed as a group alphabetically and bold at the top of the list. Standard Dealers within 75 miles will be listed below Premier Dealer(s) alphabetically and non-bold.
Expanded Area
Company authorized territory expands from standard 75 miles from physical office location(s) to 150 miles from physical office location(s).
Co-Op
Company earns co-op funds on sales at the following rates:
- 1% on all sales between $60,001 and $120,000 during the calendar period from January 1st to December 31st
- 2% on all sales between $120,001 and $480,000 during the calendar period from January 1st to December 31st
- 3% on all sales from $481,000 and up during the calendar period from January 1st to December 31st
For purposes of calculating qualifying sales, product purchased at demo prices do not count toward co-op qualification levels above and will be subtracted from total Company sales prior to calculating co-op earnings. Co-op funds must be used to increase future sales. They cannot be used to pay an outstanding balance unless IMN chooses to use them to satisfy a balance more than 90 days in arrears. If it becomes necessary for Co-op funds to be used by IMN to satisfy a balance more than 90 days in arrears, current year sales for co-op purposes will be reset to zero and Company will need to meet qualifications by selling $60,001 in the current calendar year before additional co-op will be earned. Company can request access to earned co-op funds for marketing campaigns, seminars, trade shows, telemarketing, list purchase, pilot programs, and additional demo equipment over and above initial SVS3 / DCM Demo Package as long as funds will be used to promote MediaEdge or IMN Web sales.
SVS3 / DCM Demo Package - $12,795 investment + shipping and applicable taxes (if any)
ME-SVS3, ME-SWTBASEKIT, (10) ME-SWT3LICENSE, ME-LEB-60, (2) ME-STB3DS, DCM, HP DL380, MS Server 2003 OS, Hub, (2) HD monitors, Cables, Power Strip – all applications pre-installed and setup with default configuration.
Company’s SVS3 / DCM Demo Package system will be set up and used by both technician and sales rep during IMN training – so they train on your system. Sales and Technical training runs concurrently. Both Technician and Sales attend some modules and somesales or technical specific modules. Once training is complete IMN will ship system to Company.
IMN Dealer Agreement (rev12-08)1Influence Media Network, L.L.C.