Marketplace Terms

Cell Phone Seat Reseller and MAP Agreement

This Reseller and MAP (Minimum Advertised Pricing) Agreement (this "Agreement") is made effective as of (Date) _____/_____/_______, between Cell Phone Seat of 725 Cool Springs Blvd, Suite 600, Franklin, TN 37067 ("Seller"),

and (Company)_____________________________________________________________________,

of (Company address) ______________________________________________________________

_________________________________________________________________________ ("Reseller").

Authorized officer name ________________________________________

Office phone #_____________________________________________

Email address__________________________________________________

Website address_________________________________________________

EIN _________________________________________________________

Resale Certificate State and # ______________________________________________(please attach)

Amazon, Walmart, eBay Store ID/Display Name ____________________________________________

ITEMS PURCHASED. Seller agrees to offer to Reseller products (the "Goods") in accordance with the terms and conditions of this non-exclusive Agreement:

PRICING AND ORDERS. Goods will be ordered at prices and quantities as agreed to by the parties and subject to the terms and conditions of sale and shipment established by the Seller from time to time and in effect at the time Seller accepts the order. The Seller reserves the right to change prices to Reseller on subsequent purchases. The Seller agrees to exercise commercially reasonable best efforts to supply Goods to the Reseller in a timely fashion.

SALE OF PRODUCTS. The Seller agrees to sell Goods at the prices in place at the time of the order in accordance with order procedures as may be reasonably communicated by the Seller from time to time. The Seller may amend prices at any time prior to subsequent orders.

MARKETING OF PRODUCTS. The Seller agrees to provide Reseller approved Marketing Materials so that Reseller can market Cell Phone Seat products. All materials that will be utilized by the Reseller for marketing purposes must be prior approved by the Seller. The Seller agrees to approve or provide changes in a timely manner after receipt from Reseller. Failure to get approval from Seller can lead to immediate termination of Reseller. All approval requests should be sent to scottm@cellphoneseat.com

ADVERTISING OF PRODUCTS

General Advertising Guidelines

Cell Phone Seat recognizes that dealers are free to make their own decisions to advertise and sell any Cell Phone Seat products at any price they choose, without consulting or advising Cell Phone Seat products. Similarly, Cell Phone Seat will exercise its right to make its own decisions regarding the Cell Phone Seat Authorized Reseller Program, supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs. The MAP policy applies to advertised prices, not the price at which MAP products are actually sold or offered for sale to an individual in-store or over the telephone.

Cell Phone Seat believes in maintaining a well-regulated and fair marketplace for all its authorized resellers.

2) Internet Policy

The Reseller can only advertise, promote, or sell Cell Phone Seat products on its own branded website, owned by the Reseller, and the Reseller performs its own warehousing and fulfillment functions. The Reseller is not permitted to (i) use fulfilled-by-Amazon (FBA)services (i.e., Amazon holds inventory and fulfills orders), nor sell FBM (fulfilled by Merchant, (ii) utilize e-commerce marketplaces such as Amazon, Walmart, eBay, Target, Alibaba, or any other online platform not owned by the Reseller even if Products are sold under the Reseller’s name, (iii) utilize auction sites such as eBay. The Reseller is not permitted to purchase keyword advertising on any internet site, such as Google, Google Shopping, Yahoo, Bing, MSN Search, etc., using keywords that include Cell Phone Seat products and brands or reference to any Cell Phone Seat products. The Reseller is not permitted to use Cell Phone Seat products and brands in any third-party online advertising copy or to link to, co-opt, add any variations, or add on to any official Cell Phone Seat product pages on any marketplace platforms. The Reseller may not add to or attach any product variations on to Cell Phone Seat product ASINs on Amazon. The Reseller agrees to use on its websites only content that is provided and/or approved by Cell Phone Seat Internet advertising is monitored 24/7 for unauthorized sellers and MAP violations. Enforcement is through our Registered Agent Amazon Advisors and their retained law firms.

3) MAP Pricing

The MAP policy applies to all advertisements of MAP products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, and public signage, as well as internet sites, social media sites, apps, or any other electronic media. The MAP policy does not apply to on-premises or in-store advertising that is not distributed to customers. Website features such as “click for price," automated “bounce-back” pricing e-mails, pre-formatted e-mail responses, forms, automatic price display for any items prior to being placed in a customer’s shopping cart and other similar features are considered to be communications initiated by the dealer (rather than by the customer) and thereby constitute “advertising” under this MAP policy. No free products, no buy one, get one (BOGO), no buy one get one at 50%, or similar discounting, bundles or gift cards will be allowed as these would break MAP. It shall not be a violation of this MAP policy to advertise that a customer may “call for price” or “email for price," or to use similar language, specifically with respect to Cell Phone Seat products, so long as no price is listed. This MAP policy also applies to any activity which Cell Phone Seat determines, in its sole discretion, is designed or intended to circumvent the intent of this MAP policy, such as solicitations for "group purchases" and the like. It shall not be a violation of this MAP policy to advertise in general that the reseller has “the lowest prices” or will match or beat its competitors’ prices, or to use similar phrases; so long as the reseller does not include any advertised price below MAP and otherwise complies with this MAP policy.

Current MAP pricing, which may be amended at any time by the Seller.

Product	MAP
Cell Phone Seat	$ 29.95

4) Failure to Comply

Resellers who violate this agreement are subject to immediate and permanent suspension of purchasing privileges, with or without warning. In the event of a violation of the terms and conditions of this MAP policy and suspension of your purchase order shipments is deemed necessary, Cell Phone Seat will not be held responsible for any incurred fees resulting from canceled or delayed orders. In the event that your account is terminated due to a violation of this policy, Cell Phone Seat reserves the right to deny refund or credit for any returned product. Shipment of returned product is at the distributor’s or reseller’s expense.

TAXES. The parties agree that payment of any taxes levied on the Goods shall be the Reseller's responsibility (including, without limitation, federal, state, local, use or similar taxes), and the Reseller shall report and pay such taxes to the appropriate taxing authority as required by law.

RETAIL STORE FACILITIES. Reseller will offer Goods from its retail stores locations as mutually agreed by the parties in accordance with terms set forth in the Agreement. Reseller will provide the Seller with an updated list of all Facilities selling Goods.

PAYMENT. Payment shall be made to Cell Phone Seat 725 Cool Springs Blvd, Suite 600, Franklin, TN 37067

Payment for Goods purchased hereunder shall be due in full at the time of the Purchase Order.

In addition to any other right or remedy provided by law, if the Reseller fails to pay for the Goods when due, Cell Phone Seat has the option to treat such failure to pay as a material breach of this Agreement and may cancel this Agreement and/or seek legal remedies.

DELIVERY. Time is of the essence in the performance of this Agreement. Cell Phone Seat will ship to Resellers designated location with an agreed upon shipping date from both parties.

WARRANTIES. If products are sold in accordance with this agreement, especially with respect to sales channels and MAP, then Reseller shall be entitled to any manufacturer warranties generally offered in connection with the products, subject to their terms and enforceability. Cell Phone Seat warrants that the Goods shall be free of substantive defects in material and workmanship.

CELL PHONE SEATSHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE, EVEN IF CELL PHONE SEATHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INSPECTION. The Reseller, upon receiving possession of the Goods, shall have 5 days to inspect the Goods to determine if the Goods conform to the requirements of this Agreement. If the Reseller, in good faith, determines that all or a portion of the Goods are non-conforming, the Reseller may return the Goods to the Seller at the Reseller's expense. The Reseller must provide written notice to the Seller of the reason for rejecting the Goods. The Seller will have 14 days from the return of the Goods to remedy such defects under the terms of this Agreement.

INTELLECTUAL PROPERTY. Reseller shall obtain no right, title, or interest in or to any of the proprietary rights of the Seller, Goods manufacturers or their licensors, including without limitation, rights in or to the trademarks, trade names, slogans, logos, copyrights and patents owned, registered, pending registration or used by any of them. Any such use of the intellectual property shall be by prior written consent and according to policies and guidelines communicated by the Seller.

TERMINATION. This Agreement is perpetual but may be terminated as to any party, for or without cause, upon 30 days written notice to the other.

DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

The failure to make a required payment when due.
The insolvency or bankruptcy of either party.
The subjection of any of either party's property to any levy, seizure, general assignment

for the benefit of creditors, application, or sale for or by any creditor or government

agency.

The failure to make available or deliver the Goods in the time and manner provided for

in this Agreement.

REMEDIES ON DEFAULT. In addition to any and all other rights available according to law, if either party defaults by failing to substantially perform any material provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may elect to cancel this Agreement if the default is not cured within 7 days after providing written notice to the defaulting party. The notice shall describe in sufficient detail the nature of the default.

ARBITRATION. Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.

All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served.

The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.

CONFIDENTIALITY. Both parties acknowledge that during the course of this Agreement, each may obtain confidential information regarding the other party's business. Both parties agree to treat all such information and the terms of this Agreement as confidential and to take all reasonable precautions against disclosure of such information to unauthorized third parties during and after the term of this Agreement. Upon request by an owner, all documents relating to the confidential information will be returned to such owner.

DUTY TO COOPERATE. The Reseller will cooperate with any requests from the Seller regarding governmental inquiries or investigation requests.

NOTICES. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.

ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties regarding the subject matter of this Agreement, and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and signed by both parties.

SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Tennessee.

SIGNATURES. This Agreement shall be signed by Authorized Signers on behalf of the Reseller and Cell Phone Seat

Reseller: (Company name) __________________________________________

By: (authorized officer) ________

Print ___________________________________

Title ______________________________________

Date ____________________

Seller: Cell Phone Seat

By: ___________________________________________

Print________________________________________

Title_________________________________________

Date _____________________________