Dealer Agreement Addendum

Dealer Agreement Addendum

Internet Authorization


This Internet Authorization Addendum (“Addendum”) to the Innovative Technology Electronics, LLC with an address of 3513 Brighton Blvd, Suite 570, Denver, CO 80216 (“Victrola”) Dealer Agreement (“Agreement”) and the Authorized Dealer which has electronically executed this Addendum and the Agreement ("Dealer"). Victrola and Dealer are each sometimes referred to herein as a "party" or collectively as the "parties."

The parties agree as follows: Victrola and Dealer have entered into a Dealer Agreement under which Dealer may purchase products from Victrola (“Products”) for sale to End Users. The parties desire to supplement their Agreement with additional terms and conditions applicable only to purchase and sale of Products in accordance with Victrola’s Internet Sales Program. The parties intend that except as specifically modified in this Addendum, the term and conditions of the Agreement shall remain in full force and effect. Should any conflict between the Agreement and the Addendum arise, the terms and conditions of the Agreement shall govern the conduct of the parties.

1. Modification of Agreement. The parties agree that this Addendum only modifies Section 2 of the Agreement. Should any conflict between the Agreement and the Addendum arise other than with Section 2 of the Agreement, the terms and conditions of the Agreement shall govern the conduct of the parties.

2. Internet Appointment. Victrola appoints the Dealer as a non-exclusive Internet Dealer entitled to sell and ship Products only to End Users located within the Territory solely on the Internet URL locations approved by Victrola. Victrola has appointed and reserves the right, in its sole discretion, to appoint additional Dealers to sell the Products, including itself, from any location including any location on the Internet or by any other means, all as may be chosen by Victrola. Victrola may, upon notice to Dealer, remove, modify, and/or terminate Internet URL Locations or this Addendum at any time.

3. Dealer's Responsibilities for Internet. For purposes of promoting and selling Products over Internet, Dealer shall:

a. only display on Dealer’s website the Victrola brand and logo, and images and information about the Products provided or authorized in writing by Victrola within the two most recent calendar years ("Authorized Images").

b. not: (i) sell or offer to sell any Victrola branded products other than Products purchased by Dealer from Victrola or (ii) purchase Products, or any other Victrola branded products from any source other than Victrola. Nothing herein shall be deemed to authorize or grant the Dealer the right to state or imply in any manner that Dealer is authorized to promote or sell Victrola branded products other than the Products and the Dealer further agrees that it will not state or imply in any medium anything to the contrary;

4. Prohibited Marketplaces. In consideration of entering into this Addendum, Dealer hereby agrees to disclose to Victrola the e-commerce sites in which Dealer currently sells or intends to sell products. Dealer must receive approval for each URL prior to selling on any individual e-commerce site. Victrola may elect, at its sole and absolute discretion, to specifically authorize sites in which Dealer is authorized to sell Victrola products.

5. No international online sales. Dealer shall not sell Products to any end user located outside of the Territory, by means of any internet URL location or otherwise.

6. URLs/Domains. Dealer shall not use “Victrola” or any derivative thereof in any of Dealer’s URL’s, domains, subdomains, or the like. Further, Dealer shall not do business under any name, designation or website associated with or similar to any mark, trademark, trade name, service mark, or trade dress of Victrola or any Victrola products.

7. Website content and online advertisement.

a. Dealer shall not suggest or imply that its website advertisement is any way related to the website that is owned and/or operated by Victrola.

b. Dealer shall not use Google ad words, dynamic keyword insertion, or bid on any authorized mark or trademark used or owned by Victrola.

c. Dealer shall accurately describe the Products and Dealer must not use terms such as “cheap”, “pay less” or “liquidation” when referencing the Products. Dealer may only use banners, video clips, and logos that have been provided or authorized by Victrola.

 d. Dealer must not partner with any third party that uses spyware, adware, or other software to engage in pop up or pop under advertising, and/or generating non-user initiated activity.

 e. Dealer may only use authorized Victrola marks in page title or title tag(s) of any website used or owned by Dealer or as applied to Victrola. Page title/title tags refer to text used to name or title a webpage.

8. Customer Service.

a. Dealer must provide a physical street address and landline phone number on their website(s) to handle consumer inquiries.

b. Dealer must have the capability for a consumer to place orders fully and completely through Dealer’s website.

c. Dealer must provide a secure site for customer transactions and Dealer shall list their policies for returns, refunds and exchanges.

d. the Dealer’s Website shall contain a clear and conspicuous statement of the Dealer’s privacy and usage policies with regard to all customer information gathered via the Dealer’s Website.

e. Dealer agrees to comply with all State and Federal regulations, statutes and rules, and local and jurisdictional laws applicable to taking and fulfilling orders, conducting business and selling products.

9. Compliance. Dealer must copy and distribute this Addendum to each of its employees who are involved in Internet Sales. Dealer must take affirmative steps to ensure compliance with this Addendum.

10. Execution. The Dealer acknowledges and agrees that he or she has been authorized and has the authority to enter into this Agreement with the signature below.