DEALER AGREEMENT


This Authorized Dealer Agreement (this “Agreement”) is made as of today, by You and GRDIAN at 254 N. Lake Ave #162 Pasadena, California(“GRDIAN”), and “Dealer” or “You", and sets forth the terms and conditions governing Dealer’s purchase, marketing and resale of GRDIAN's products and participation in the GRDIAN authorized Dealer Program. 


1. ORDERING PROCESS

a. All orders are subject to GRDIAN's then-current Standard Terms and Conditions of Sale, and no contrary or additional terms or conditions contained in Dealer's purchase order will apply. No order will be binding by GRDIAN until accepted in writing via fax or email. Unless otherwise agreed in writing, prices will be based on GRDIAN's then-current dealer price list. Any GRDIAN programs that may become available to Dealer, including special discounts, rebates, or promotional allowances, will be subject to compliance with this Agreement as well as all requirements of such program. Dealer permits its authorized third-party representatives to submit Dealer’s purchase orders to GRDIAN on Dealer’s behalf. 

b. All shipments will be FOB Origin (Pasadena, CA) and Dealer is responsible for all shipping costs, duties, taxes and fees. GRDIAN may refuse, cancel, or delay shipment in the event GRDIAN reasonably believes

  1. Dealer's credit is impaired,
  2. Dealer is delinquent in payments, or
  3. Dealer is in breach of any other obligations under this Agreement. 

2. OBLIGATIONS OF DEALER

a. Dealer agrees to comply with the terms of the GRDIAN's Dealer Policy & Requirements, which may be amended from time to time. 

b. DEALER agrees to only purchase GRDIAN products directly from GRDIAN or authorized Distributor. 

c. DEALER will only sell GRDIAN products to end-user consumers in their authorized geographic region as set forth herein, without the prior written approval of GRDIAN. In addition, Dealer will not advertise, sell or fulfill orders for GRDIAN products through any Internet auction site (such as eBay), Internet storefront (such as Amazon Marketplace, eBay Stores, or Yahoo! Shopping storefronts), or any other third party marketplace without the prior written approval of GRDIAN. 

d. All advertising and other use of GRDIAN trademarks, logos and trade names ("GRDIAN Marks") must comply with GRDIAN's then-current Trademark & Brand Policy. Dealer agrees that GRDIAN is the exclusive owner of all right, title and interest in and to the GRDIAN Marks, and nothing contained herein grants any right in or to the GRDIAN Marks to Dealer. Dealer will not challenge the ownership of the GRDIAN Marks or make an application for any similar or derivative marks. Additionally, Dealer will not directly or indirectly use or own any business name, storefront name, website domain name, website sub-domain, avatar, website member or username, or any online identity incorporating any GRDIAN Marks, and will transfer ownership of any of the same to GRDIAN. 

e. Dealer will comply with all applicable laws, rules, regulations and requirements regarding the advertising, marketing, promotion or sale of GRDIAN products and Dealer’s performance of its obligations hereunder. Dealer shall (a) at its own expense, maintain all certifications, credentials, licenses and permits necessary to conduct its business relating to the purchase or use of the GRDIAN products and (b) not engage in any activity or transaction involving the GRDIAN products, by way of shipment, use or otherwise, that violates any Law. Without limiting the generality of the foregoing, Dealer acknowledges that GRDIAN products are subject to U.S export control laws and that Dealer is in compliance with the International Emergency Economic Powers Act (50 U.S.C. § 1701) and all other Laws administered by OFAC or any other governmental authority imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against countries (“Embargoed Countries”) and Persons designated in such Laws (collectively, “Embargoed Targets”). Dealer is not an Embargoed Target or otherwise subject to any Economic Sanctions Law. Dealer shall not, and shall not allow any third party to, export from the U.S. or allow the re-export or re-transfer of any part of the GRDIAN products: (i) to any Embargoed Targets; or (ii) to any known end-user or for any known end-use related to the proliferation of nuclear, chemical or biological weapons or missiles, without first obtaining any export license or other approval that may be required by the appropriate U.S. Government agency having jurisdiction. Dealer shall indemnify, defend and hold harmless GRDIAN from and against any claims, penalties, loss or damage arising out of a breach by Dealer of its obligations under this Section. 

f. Dealer will permit, upon reasonable notice, authorized representatives of GRDIAN to inspect Dealer's applicable media and facilities and audit the financial records that pertain to sales of GRDIAN products to confirm Dealer's compliance with the requirements and this Agreement. 

g. To protect the investment of our Dealers as well as GRDIAN's reputation and brand, we have unilaterally adopted a MINIMUM ADVERTISED PRICE POLICY ("MAP Policy") GRDIAN, in its sole discretion, will discontinue business with any dealer, as to the products covered by GRDIAN's MAP Policy, if that Dealer intentionally advertises any MAP Product below its MAP price. Dealer agrees to review and abide by GRDIAN's then-current MAP policy. 

h. In the event of an inspection or audit reveals non-compliance with the terms of this Agreement, Dealer acknowledges that such non-compliance constitutes a breach of this Agreement and GRDIAN may, in addition to any other remedies available in equity or at law, require repayment of such inspection or audit fees, as well as any sums to which GRDIAN would be entitled as liquidated damages, as a pre-condition to remaining a GRDIAN Authorized Dealer. Any such repayment is not a waiver of any of GRDIAN’s right to terminate under Section 3 below, unless otherwise expressed in a written agreement between the parties. 

i. GRDIAN may provide to Dealer certain point-of-purchase display fixtures and/or materials (“POP Materials”). Dealer acknowledges and agrees: 

  1. All POP Materials remain the property of GRDIAN and must be returned to GRDIAN upon GRDIAN’s request and GRDIAN retains the right to remove any and all fixtures at any time. 
  2. Only GRDIAN branded products will be used in conjunction with POP Materials. Dealer agrees that any time a GRDIAN Representative observes non-GRDIAN products (including but not limited to video recordings, graphics, and electronic displays) or materials placed in a manner, whether on or in POP Materials, that compete with, detract from, imply association with, or otherwise dilute the GRDIAN brand, Dealer shall immediately remove or relocate such non-GRDIAN material. 
  3. GRDIAN’s authorized representatives will have reasonable access to POP Materials to merchandise product, maintain the display, and refresh or replenish POP Materials. 
  4. POP Materials will be placed in a prominent location within the store location(s) as agreed upon between the Parties. Dealer agrees that any time a GRDIAN representative observes POP Materials placed in a non-prominent location, the GRDIAN representative may request that the POP Materials be moved to a more prominent location or removed and returned to GRDIAN. 
  5. Dealer will notify GRDIAN in the event POP Materials are moved from the store sales floor or removed from the store location(s) below GRDIAN. 
  6. GRDIAN agrees to pay freight charges to ship fixtures from GRDIAN to an agreed distribution point or store location. 
  7. Any time Dealer ceases operation of any retail store in which POP Materials have been provided, Dealer will immediately notify GRDIAN and arrange for, at GRDIAN's option, the return shipment or disposal of POP Materials. 
  8. Dealer will report any significant damage, malfunction, or wear-and-tear in the POP Materials to your local sales representative as soon as reasonably practical, via email at sales@grdian.com

3. TERMINATION

a. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice. 

b. Dealer may terminate this Agreement and any outstanding purchase orders immediately if GRDIAN breaches any of the terms or conditions of this Agreement. Dealer acknowledges that this Agreement has no minimum term, and GRDIAN will not be liable to Dealer because of termination as provided above for compensation, reimbursement, or damages of any kind resulting from such termination. 

c. GRDIAN may terminate this Agreement and any outstanding purchase orders immediately if Dealer breaches any of the terms or conditions of this Agreement. In the case of such breach, GRDIAN may seek damages or reimbursement of costs, including but not limited to: reasonable attorney’s fees, investigator’s costs, and costs to repurchase diverted or “grey market” products. 

d. Dealer acknowledges that any breach of Dealer’s obligations set forth in section 2 above may result in harm to GRDIAN’s brand and channel partner programs. Dealer agrees that such harm may be difficult to calculate and, in lieu of proving actual damages for such harm, agrees to an assessment of an additional 20% of any applicable investigation, audit, purchase, or enforcement costs as liquidated damages and not as a penalty. 

4. EFFECT OF TERMINATION

a. Upon termination of this Agreement, GRDIAN may at its option reacquire any or all products then in Dealer's inventory at the original purchase price, net of any credits, allowances, or rebates, and Dealer will return all such products to us within thirty (30) days of our request. Notwithstanding the foregoing, termination will not relieve Dealer of any obligations under this Agreement or otherwise relating to the products. 

5. RETURNS; DISCLAIMERS

a. Returns of defective GRDIAN® products are governed by GRDIAN's then-current Dealer Return Policy. GRDIAN MAKES NO OTHER WARRANTIES TO DEALER, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. 

6. LIMITATIONS OF LIABILITY

a. GRDIAN WILL NOT BE LIABLE FOR ANY LOST PROFITS, COST OF COVER, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE TYPE OF CLAIM (INCLUDING NEGLIGENCE), ARISING OUT OF OR RELATING TO THIS AGREEMENT OR DEALER'S PURCHASE AND RESALE OF GRDIAN'S PRODUCTS. GRDIAN'S AGGREGATE LIABILITY IS IN ALL EVENTS LIMITED TO THE AMOUNTS PAID BY DEALER IN THE SIX MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE, WHETHER THE CLAIM ARISES UNDER CONTRACT, STATUTE, OR COMMON LAW. 

7. CONFIDENTIALITY

a. During and for a period of three (3) years following the expiration or termination of this Agreement, Dealer will treat as confidential and not reveal to any third party any GRDIAN Confidential Information. "Confidential Information" means any and all confidential and proprietary information of GRDIAN's current or proposed business, past, present or future products or services, marketing and business plans and strategies, supplier and client lists, employee information, computer software and database technologies, whether such information is in oral, written, graphic, or electronic form, and regardless of whether such information is labeled as confidential by GRDIAN. Information will not be considered Confidential Information if (i) it becomes publicly known other than by a breach of this Agreement; (ii) Dealer rightfully receives such information from a third party that is not in breach of any obligation of confidentiality; or (iii) the information was rightfully known to Dealer recipient at the time of disclosure as verified by its written records. Upon termination or expiration of this Agreement and upon request, Dealer will return all copies of GRDIAN's Confidential Information. 

8. GOVERNING LAW & JURISDICTION; DISPUTES

a. This Agreement will be governed by California law without reference to conflict of laws principles. Each party agrees to bring any action with respect to any dispute or claim arising out of or relating to this Agreement exclusively in the state or federal courts located in Los Angeles County, California, and hereby irrevocably submits to the exclusive personal jurisdiction of such courts for the purposes of any action. The prevailing party in any suit or proceeding will have the right to recover its costs and reasonable fees of attorneys and other professionals incurred in connection with the action and any appeal. 

9. GENERAL PROVISIONS

a. Dealer may not assign any rights or subcontract or delegate any obligations under this Agreement without GRDIAN's prior written consent, and any attempt to do so will be void. No delay or failure to exercise or enforce any right or provision of this Agreement will be considered a waiver thereof or of any right thereafter to exercise and enforce that or any other right or provision. This Agreement may be amended, and rights under this Agreement may be waived, only in a writing signed by an authorized representative of each party, and any waiver will not be deemed a waiver of any subsequent breach. If any provision of this Agreement is held to be invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected in any way, and the parties will use their best efforts to substitute a valid and enforceable provision that most nearly affects the purposes of the provision. This agreement constitutes the complete and entire understanding and agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, or representations with respect to its subject matter. 

10. DEALER'S AUTHORIZED GEOGRAPHIC REGIONS(S)

a. Dealer’s authorized geographic region(s) is/are indicated on this application. 

No change of the Dealer’s authorized geographic region(s) is/are permitted unless such modification is granted by GRDIAN in an amendment to this Agreement or by a separate agreement which incorporates this Agreement by reference.