Terms & Conditions

RESELLER AGREEMENT

THIS RESELLER AGREEMENT (this “Agreement”) is accepted on the date of first login by Reseller to the Reseller Website (the “Effective Date”).  Agreement is between Vaulted Vinyl, LLC (DBA “Vaulted”) a company organized under the laws of the State of Iowa, with principal offices at 1956 West 7th Street, Waterloo, IA 50702 (the “Company”) and the company represented by the individual with login credentials to the Reseller Website (the “Reseller”). All defined terms not otherwise defined herein shall have the meaning ascribed to them in the Terms of Service set forth at https://www.vaultedcollection.com/pages/reseller-terms-of-use (the “Terms”), which are incorporated herein. The Reseller shall assume full responsibility for the execution of all Terms by the Licensees. Notwithstanding anything to the contrary, in the event of a contradiction between the Terms and this Agreement, this Agreement shall prevail and govern. 

WHEREAS,    the Company is engaged in the Services and the Reseller represents that it has the necessary skills, expertise, personnel, know-how, resources, approvals, authorizations and business contacts to perform its obligations under this Agreement; and

WHEREAS     the Company and the Reseller desire to enter into this Agreement pursuant to which the Reseller shall acquire from the Company and distribute to end-users (the “Customers”) the User Licenses (the “Products”), all in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

1.         DEFINITIONS

In addition to terms elsewhere defined in this Agreement, the following terms shall have the respective meanings ascribed to them below:

1.1.        “Confidential Information” means any and all information, including technical, business, financial or commercial information or data of the Company or any of its affiliates thereof or such information relating to the Products, whether provided in written, electronic, visual or oral form, and whether marked as confidential or not, delivered to the Reseller by the Company or anyone on its behalf; provided, however, that the term Confidential Information shall not include any information that the Reseller shall demonstrate in writing that was either: (a) already known to the Reseller prior to the disclosure thereof by the Company; or (b) before being divulged by the Reseller to any third party, such information: (i) was in the public domain through no wrongful act of the Reseller; or (ii) was rightfully received by the Reseller from a third party without restriction on disclosure and without a breach of any confidentiality obligation running directly or indirectly to the Company.

1.2.        “Regulatory Approvals” means all approvals required by any governmental or regulatory body, to market, sell and distribute the Products.

2.         APPOINTMENT

2.1.        Upon the terms and subject to the conditions of this Agreement, the Company hereby grants Reseller the rights to promote, market, advertise, sell and distribute the Products to Customers, and Reseller hereby accepts such appointment, in accordance with and subject to the terms and conditions stipulated herein.

2.2.        In any case that the authorities will require Regulatory Approvals of any kind in order to market, sell and distribute the Products, the Reseller will be responsible to obtain such Regulatory Approvals. The Company will make all reasonable efforts to assist the Reseller and will deliver all required documents and information in order to obtain such Regulatory Approvals.

3.         PRICES AND PAYMENT TERMS

3.1.        Prices to Reseller.  The prices to be paid by the Reseller to the Company for the Products purchased pursuant to this Agreement shall be as set forth in Exhibit A of this Agreement (the “Prices”).

3.2.        Price Increases, Decreases. The Company may, at any time, change its Prices by providing Reseller a written notice. Such price change shall become effective immediately following the delivery of such written notice to the Reseller, or at such other time as may be determined by the Company in said written notice.

3.3.        Minimum Advertised Price (“MAP”). The Reseller shall advertise the Products to the Customers according to the terms and at a price which shall not be lower than the prices set forth in the MAP Policy, as set forth in Exhibit B.

3.4.        Selling Method and Payment Terms.  The Reseller shall purchase the Product(s) directly from the Company as set forth in Exhibit A attached hereto. The Reseller shall be fully responsible for the selling and delivery of the Products to Customers, and for any support requested by a Customer following the delivery.

3.5.        Taxes. The prices to be paid by Reseller to the Company are net and free of any taxes (other than taxes on Company’s income), duties, levies, charges or fees, all of which shall be borne by Reseller, and no deduction or withholding of any kind shall be made from the amounts invoiced by the Company. For the avoidance of doubt, the Reseller shall be liable for the payment of any sales tax to the Company unless the Reseller will provide a valid "certificate of resale" to the Company .

3.6.        No Set-Off. Reseller shall not be allowed to make any deduction and/or any set-off of any type or nature from any payment that the Company is entitled to receive from the Reseller, without the Company’s prior written consent, at its sole and absolute discretion.

3.7.        Expenses. Reseller shall bear any and all expenses incurred in connection with the marketing of the Products and the Company shall not be responsible for any expenses incurred by Reseller or any of its employees, approved sub-Resellers or others engaged with Reseller.

3.8.        Full Consideration. It is hereby agreed and accepted that other than the Reseller fee, which is embodied in the discounts specified in Section 3.1 and shall be deemed a full consideration for the performance of the Reseller’s obligations under this Agreement, the Reseller will not be entitled to any other consideration from the Company or any Customer.

4.         CONFIDENTIALITY AND PROPRIETARY RIGHTS

4.1.        Confidentiality. Reseller agrees to receive and use such Confidential Information only for the purpose of handling, preparing, and selling Products under this Agreement, and not to use the Confidential Information for any other purpose. Reseller will only disclose the Confidential Information to its employees on a need-to-know basis and after such employees agree in writing to be bound by the terms and conditions of this Agreement.

4.2.        Proprietary Rights. The parties acknowledge and agree that all proprietary rights in the Products and the Company’s Confidential Information, including but not limited to, patents, formulas, copyrights, trade names and trademarks, are and will remain at all times the exclusive property of the Company or its vendors and licensors, and may not be duplicated by the Reseller or used except pursuant to this Agreement, and the Reseller will not become entitled to any proprietary rights in any such item. Reseller may not reverse engineer, disassemble, decompile, modify or supplement the Products or any prototypes, samples, or other tangible objects that are provided to the Reseller by the Company.

4.3.        Limited Right to Use Trademarks. Without derogating from the intellectual property provisions of the Terms, the Reseller is hereby granted a limited right to use the trademarks and trade names used by the Company in connection with the Products. Such right is expressly limited to uses by Reseller necessary for the performance of Reseller’s obligations under this Agreement. Reseller shall discontinue using any of the Company’s trademarks, trade names, logos and symbols immediately upon notification to do so by the Company or termination of this Agreement for any reason whatsoever.

4.4.        Protection of Rights. The Reseller shall cooperate fully with the Company in protecting the rights of the Company in the Products, including Company Confidential Information and enforcing the Company’s rights and remedies. Without limiting the foregoing, the Reseller agrees to notify the Company promptly in the event that the Reseller becomes aware of any infringement of such rights. The Company shall exclusively have the right, in its sole discretion, to prosecute lawsuits against any party for infringement of the rights of the Company in the Products and Confidential Information. The Reseller agrees to fully cooperate with the Company in the prosecution of any such suit.

5.         REPRESENTATIONS

Each party hereto represents and warrants to the other party that (a) it has full corporate power and authority to execute, deliver and perform this Agreement; (b) this Agreement, when executed by it, will constitute a valid and legally binding obligation of such party, enforceable against it in accordance with its terms, subject to applicable laws relating to bankruptcy, moratorium and the availability of equitable remedies and legal and public policy restrictions on the enforcement of provisions providing for indemnification; and (c) the execution, delivery and performance by such party of this Agreement will not constitute a breach of, or otherwise conflict with, any of its respective corporate documents or any other agreement, instrument or commitment to which it is subject or by which it is bound.

6.         LIMITATION OF LIABILITY.

Company’s liability is towards the Reseller only. Reseller shall insure that all claims in connection with this Agreement are made by the Reseller only. IN NO EVENT WILL THE COMPANY BE LIABLE TO THE RESELLER FOR ANY LOSS OF PROFITS OR OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE PRODUCTS AND THE USE THEREOF, EVEN IF THE COMPANY HAS BEEN INFORMED, IS AWARE OR SHOULD BE OR HAS BEEN AWARE, OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY BE LIABLE IN DAMAGES OR OTHERWISE IN EXCESS OF THE AVERAGE MONTHLY CONSIDERATION PAID BY THE RESELLER TO THE COMPANY DURING THE YEAR ON WHICH SUCH DAMAGE HAD OCCURRED.  

7.         MUTUAL INDEMNIFICATION

Each party hereby agrees to indemnify, defend, and hold the other party harmless from any and all claims, demands, costs, liabilities, losses, expenses and damages (including reasonable attorneys' fees and costs) arising out of or in connection with any third-party claim, suit, action or proceeding arising out of or resulting from the gross negligence or willful misconduct of the party in connection with the Agreement including any material breach of any representation, warranty or obligation in the Agreement. The party seeking indemnification hereunder shall promptly notify the indemnifying party in writing of any third-party claim, suit, action or proceeding  and cooperate with the indemnifying party. Reseller remains fully liable for any and all claims, demands, costs, liabilities, losses, expenses and damages (including reasonable attorneys' fees and costs) brought against a sub-Reseller or Reseller by any sub-Reseller or any of sub-Reseller’s Customers.

8.         ADDITIONAL RESELLER OBLIGATIONS

8.1.        Reseller Obligations, Cooperation and Marketing Efforts. The Reseller agrees and undertakes (i) to comply with good business practices, the Regulatory Approvals, and all laws and regulations relevant to this Agreement, the Products and all permits and regulatory approvals for the Products, (ii) to conduct its business in a manner that favorably reflects upon the Company and the Products, and (iii) without limiting the foregoing, not to engage in any deceptive, misleading or unethical practices that are or might be detrimental to the Company and/or the Products. In its marketing and distribution efforts, the Reseller will use the then-current names used by the Company for the Products (but will not represent or imply that the Reseller is the Company or is a part of the Company). The Reseller shall not use and shall withdraw and retract any promotion or advertising that the Company finds unsuitable, or is in breach of the terms of this Agreement.

8.2.        Purchase of Products. Sales of Products to Customers shall be made solely by Reseller. In addition, Reseller shall assume full responsibility for the execution of all terms of any agreement executed between Reseller and any Customer and shall ensure that each agreement with a Customer shall include limitation of liability provisions as set forth in this Agreement and the Terms. In any event, Reseller shall not make any warranties or representations regarding the Products beyond those explicitly approved in writing by the Company.

8.3.        Prohibited Sales Platforms. The Reseller shall request the prior written agreement of the Company prior to advertising the Products on a platform. For the avoidance of doubt, “platforms” include but are not limited to websites such as Amazon, Ebay, Etsy, Alibaba.

8.4.        Prohibited Practices. The Reseller may not make any contracts or commitments on behalf of the Company nor make any warranties or other representations regarding the Products other than those authorized herein or by the Company in a separate writing.

9.         TERM

The term of this Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the provisions in Section 10 herein. 

10.       TERMINATION

10.1.     Termination for Cause. This Agreement may be terminated by a party for cause with immediate effect by sending written notice of termination to the other party, upon the occurrence of any of the following events:

(1)        in case of breach of the other party that, if curable, has not been cured within fourteen (14) days following a written notice thereof from the non-breaching party; or

(2)        immediately by the non-breaching party, if the breach by the other Party is not curable;

(3)        upon giving written notice to the other party in the event the other party should become insolvent, or upon the filing by or against the other party of a petition in bankruptcy or reorganization, or upon the filing of a request for the appointment of a trustee, liquidator or receiver for such party, or upon an assignment for the benefit of creditors by such party, or such similar action, should said event continue for a period of sixty (60) days.

(4)        By the Company, in the event that Reseller does not hold all Regulatory Approvals to sell the Product, if applicable.

10.2.     Termination for Convenience. Either the Company or the Reseller may terminate this Agreement at any time upon thirty (30) days advance written notice to the other party.

10.3.     Effect of Termination.  Upon termination of this Agreement, the Company shall not be liable for any expenses incurred by the Reseller or any of the Reseller’s employees, consultants or agents which arise out of or in connection with this Agreement. Furthermore, Company shall have no obligation whatsoever to the Reseller, by reason of the expiration or termination hereof, for loss of profits or anticipated profits, reimbursement of expenditures or otherwise. Reseller will, promptly upon the expiration or termination of this Agreement, return to the Company all Confidential Information, catalogs and literature in its possession, custody or control in whichever form held (including all copies or embodiments thereof) and the Reseller will cease using any trademarks, trade names, service marks and other designations of the Company.

10.4.     Survival. Sections 3.3, 4, 5, 6, 8.3,8.4, 10.3, 10.4, and 11 shall survive termination or expiration of this Agreement for any reason.

11.       GENERAL

11.1.     Independent Contractors.  It is expressly agreed that the Company and the Reseller are acting hereunder as independent contractors and under no circumstances shall the Reseller, or any of the directors, officers, employees or agents of the Reseller, be deemed the employees of the Company for any purpose. This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other except to the extent and for the purposes provided for herein. 

11.2.     Governing Law and Jurisdiction.  This Agreement, including the validity, interpretation, or performance of this Agreement and any of its terms or provisions, and the rights and obligations of the parties under this Agreement shall be governed by, and construed and interpreted in and only in accordance with, the laws of the State of Iowa, without giving effect to any choice or conflict of law provision or rule. Any dispute under this Agreement shall be brought before the competent general courts in the State of Iowa, and the parties hereby agree to the sole and exclusive jurisdiction and venue of these courts.

11.3.     Entire Agreement. This Agreement and the Terms constitute the entire Agreement between Company and Reseller with respect to the subject matter hereof and supersede any prior or contemporaneous agreements between Company and Reseller whether written or oral, with respect to the subject matter hereof.

11.4.     Amendment and Waiver. Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or in any particular instance and either retroactively or prospectively) only with the written consent of the parties.

11.5.     Assignment.  This Agreement is not assignable by the Reseller without the written consent of the Company. The Company will be entitled to assign its rights and obligations under this Agreement, at any time, provided however that the assigned party will assume all rights and obligations of the Company towards the Reseller.

11.6.     Severability.  If any provision of this Agreement is held to be illegal or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

11.7.     Headings.  Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

11.8.     No Presumption. The parties agree that they have had a full and fair opportunity to review this Agreement, to obtain advice of counsel with respect to this Agreement, and to participate in drafting and revising this Agreement. In the event an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by each of the parties and no presumptions or burdens of proof shall arise favoring any party by virtue of the authorship of any provisions of this Agreement.

11.9.     Counterparts.  This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.10.   Notices. Any notice, request, consent, or communication under this Agreement shall be deemed to have been given as of (a) the date when personally delivered, (b) seven business days after being deposited with the postal service, certified or registered mail, properly addressed, return receipt requested, postage prepaid, (c) two business days after being delivered to said overnight delivery service properly addressed, or (d) upon confirmation of receipt of the facsimile or electronic mail, as the case may be. Mail shall be addressed to each party’s address as first mentioned above or by e-mail to the Company at skemp@vaultedcollection.com and to the Reseller at the email used to log into the Reseller Website or at such other address as it shall have notified the other pursuant to the provisions of this subsection.

IN WITNESS WHEREOF, by the Company issuing login credentials to an individual representative of the Reseller and that individual using those login credentials to execute a purchase transaction on the Reseller Website, the parties hereto have caused this Agreement to be executed in by their duly authorized corporate officers as of the Effective Date.

 

Payment Method:

The Reseller shall pay to the Company [70%] of the Products’ price determined by the Company.  

From time to time, the Company may introduce new products, or make changes to the MSRP of existing products.  In the event of any new product introductions or price changes, Reseller shall pay 70% of the then-current MSRP as noted on the product page at www.vaultedcollection.com.  The Reseller price will be updated and current on the Vaulted Reseller website.  

Payment Instructions

1. The Reseller Website is:  www.vaultedcollection.com/resellers.
2. All Reseller orders must be executed on the Reseller Website.
3. All Resellers will be issued login credentials by Company for the Reseller Website.

 

1.     INTRODUCTION

The high quality of items designed, manufactured and sold by Vaulted Vinyl LLC (hereafter “Products”) is the direct result of our strong investment in design, innovation and engineering. It is critical that consumers see the value in these Products, and that Vaulted maintains its reputation for providing premium products to consumers. Vaulted also recognizes that our success is tied to the success of our network of Authorized Resellers (“Resellers”). We know that many of our Resellers invest significant time and resources to deliver an extraordinary customer experience. We want to protect their ability to do so, while at the same time discouraging price-based advertising that would be detrimental to our Reseller’s service and support efforts. As a result, Vaulted has unilaterally established this Minimum Advertised Price (“MAP”) Policy (hereafter “MAP Policy” or “Policy”) for certain Vaulted Products sold by Resellers in the United States.

2.     POLICY STATEMENT

Vaulted, in its sole discretion, reserves the right to discontinue doing business with any Reseller that advertises any Products at a price lower than prices provided in the then-current MSRP. This Policy applies only to advertised prices for Products, not prices at which Products are actually sold by Resellers.

3.     GENERAL GUIDELINES

a.    These terms shall have the following meaning:

       i.     “MSRP/MAP” shall mean the suggested retail price for the Products, and that is advertised by Reseller in accordance with the MAP Policy (i.e., everyday pricing);

       ii.     “MAP Break Period Price Floor” shall mean the lowest price for the specific Product listed during MAP Break Periods (as defined below), and that is advertised by a Reseller in accordance with the MAP Policy.

b.     Vaulted recognizes that Resellers are free to make their own decisions to sell any Product at any price they choose, without consulting or advising Vaulted. Similarly, Vaulted will exercise its right to make its own decisions regarding the Vaulted Authorized Reseller Program, supplemental marketing materials, point-of-purchase displays, product allocation, new product availability, or future promotional, joint marketing, or sponsorship programs.

c.     The MAP Policy applies to prices advertised to consumers, not the price at which Products are actually sold or offered for sale by a Reseller to an individual in-store or over the telephone.

4.     ADVERTISING GUIDELINES

a.     The MAP Policy applies to all advertisements of Products in any and all media, including but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, television, radio, e-mail solicitations, email newsletters and public signage, as well as Internet sites, social media sites, apps, phone messages, text messages, SMS or any other electronic media.
b.     The MAP Policy does not apply to on premise, point-of-sale, or in-store advertising that is not distributed to customers.
c.     Website features such as “click for price”, automated “bounce-back” pricing emails, pre-formatted email responses, forms, and 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 Reseller (rather than by the customer), and thereby constitute “advertising” under this MAP Policy.

d.     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 Products, so long as no price is listed.
e.     This MAP Policy also applies to any activity which Vaulted 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.
f.     Advertisements which do not state a price, but which directly or indirectly advertise Products below applicable minimum advertised prices violate this Policy. This includes advertisements with the phrases such as “on sale”, “guaranteed lowest price”, “lowest price of the season”, “will not be undersold, “too low to advertise”, or any other description which either states or implies that the price is discounted or less than the prices provided in the then-current Vaulted Product List. In addition, the provision of coupons or promo codes by the Reseller, which lowers the price of the Products to an amount that is less than the MAP, shall also be considered a violation of this Policy. However, 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 the prices provided in the then-current Vaulted Product List, and otherwise complies with this MAP Policy.
g.     From time-to-time, Vaulted may permit resellers to advertise Products at prices lower than the MSRP/MAP. In such events, Vaulted reserves the right to modify or suspend the MSRP/MAP with respect to Products for a specified period of time, known as “MAP Break Periods”. Vaulted reserves the right to modify the Vaulted MAP Break Periods from time-to-time.
h.     From time-to-time, Vaulted may discontinue models of Products or engage in promotions with respect to such products. In such cases Vaulted may, in its sole discretion, modify or suspend the MAP Policy with respect to the specifically affected Products by notifying Resellers of such change.

5.     MAP POLICY ENFORCEMENT

a.     Consequences of Non-Compliance with the MAP Policy:

       i.     First Violation: Notification by Vaulted to Reseller and offense will be recorded in Vaulted Internal MAP Policy Log.

       ii.     Subsequent Violations: Vaulted reserves the right to do any or all of the following:

              1.     cancel any pending Reseller orders;

              2.     restrict future Reseller orders;

              3.     suspend Reseller’s account for certain period;

              4.     terminate Agreement and account with Reseller.

b.     If a Reseller with multiple store locations violates this MAP Policy at any one store location, or on any associated website, then Vaulted will consider this to be a violation by the Reseller in its entirety.
c.     The Vaulted MAP Policy Administrator is solely responsible for determining whether a violation of the MAP Policy has occurred, as well as determining appropriate sanctions.
d.     Waivers to this MAP Policy may be granted in Vaulted’s sole discretion by the MAP Policy Administrator in writing. In the event that the MAP Policy Administrator authorizes a waiver to the MAP Policy, Resellers must strictly adhere to the terms of the waiver letter. Deviation from the terms of a waiver letter is a violation of the MAP Policy.
e.     Vaulted monitors the advertised prices of Resellers, either directly or via the use of 3rd party agencies or tools. Resellers are expected to provide reasonable cooperation in any Vaulted investigations regarding possible MAP Policy violations. Hindering, obstructing, delaying, or otherwise failing to cooperate with a Vaulted MAP Policy investigation is a violation of this MAP Policy.
f.     The MAP Policy will be enforced by Vaulted in its sole discretion and without notice. Resellers have no right to enforce the MAP Policy. Violations of this Policy may result in any of the aforementioned sanctions up to and including termination of the Reseller Agreement and account, as well as any available remedies at law. Vaulted reserves the right to accelerate any enforcement method, regardless of frequency of violation, in its sole discretion, considering applicable factors such as the severity of the violation.