Dealer Reseller Agreement

CONTRACT BETWEEN Kent Displays AND DEALER

Wholesale pricing is provided by Kent Displays, Inc. (“Kent Displays”) to “Dealer” based solely on Dealer’s compliance with Kent Displays’ Terms and Conditions contained in this document. This agreement applies to all products bearing the trademarks registered by Kent Displays which include but are not limited to Boogie Board®, Magic Sketch®, Scribble N’ Play®, Play N’ Trace®, Liquid Crystal Paper®, Blackboard®, Colorburst®, and Exact Erase® (“Products”). By applying for a Wholesale account and obtaining Product from Kent Displays at wholesale pricing, Dealer enters into a contract with Kent Displays that is governed by these Reseller Agreement Terms and Conditions.

Kent Displays’ standard invoice terms and conditions shall apply to all Product purchases. Nothing contained in any purchase order or other correspondence between Kent Displays and Dealer will modify or add to these terms and conditions. We reserve the right to modify these terms and conditions at any time.

Any Dealer failing to comply with this Resale Policy will face immediate termination of its account, revocation of its Authorized Reseller status, and/or further legal action. Violations of this Resale Policy or other Kent Displays’ policies may be reported to the Kent Displays corporate headquarters at 330-673-8784.

This version of the Resale Policy is effective as of December 1st, 2018 and supersedes all prior versions.

SECTION A - TERMS AND CONDITIONS OF AUTHORIZED RESELLER STATUS

1. Subject to the Restrictions below, Dealer shall have a non-exclusive right to sell the Products via the Authorized Sales Channels stipulated below.

2.“Authorized Sales Channels” shall include: (i) Dealer’s own physical store locations; (ii)Dealer’s temporary storefronts at events and tradeshows; (iii) catalog and (iv) Dealer’s own website(s).

3. Any and all dealers selling Kent Displays’ Products which have not signed a Kent Displays’ Dealer Reseller Agreement are classified as Unauthorized Resellers.

4. Distributors of Kent Displays are required to provide a signed Wholesale agreement from any dealer selling Kent Displays’ Products. Unauthorized dealers should not be sold to or provided a feed from any distributor whatsoever.

5. Dealer SHALL NOT promote, market, advertise, offer to sell or sell any Kent Displays’ Product on or through any online marketplace or auctions service including, but not limited to Amazon.com (.ca, .uk, .de, .fr, .it, .es), Ebay.com, Walmart.com, Jet.com, Buy.com, Craigslist.com, Newegg.com, Overstock.com, Rakuten.com, and Sears.com.

6. Reselling Kent Displays’ Products on a website(s) that attempts to use Kent Displays’ trademarks (Boogie Board®, Magic Sketch®, Scribble N’ Play®, Play N’ Trace®, Liquid Crystal Paper®, Blackboard®, Colorburst®, and Exact Erase®) in whole or in part as the website domain is prohibited.

7. Reselling Kent Displays’ Products on a website(s) that contains only Boogie Board®, Magic Sketch®, Scribble N’ Play®, Play N’ Trace®, Liquid Crystal Paper®, Blackboard®, Colorburst®, and Exact Erase® branded Products is prohibited.

8. All Products must be advertised for sale at the Minimum Advertised Price (MAP) or higher.

9. Kent Displays reserves the right to terminate existing business relationships or refuse to sell to dealers who misrepresent information on the new account form.

10. If misrepresentation or fraud with regard to any aspect of the application is suspected, Kent Displays further reserves the right to retroactively charge the dealer for any discounts applied on past invoices.

11. If required, Kent Displays can terminate the account without any possibility of reinstatement and require that all company inventory in dealer’s possession be returned within 7 business days following account termination.

12. Kent Displays reserves the right to pursue legal action against any individual or entity found guilty of violating the terms of the dealer reseller agreement.

13. IMPORTANT NOTE: Kent Displays supports authorized sales of its Products (except for Internet Restricted Products); however, Kent Displays actively participates in the Amazon.com Brand Registry Program and similar programs to prevent the advertising and sale of unauthorized, unlicensed, infringing, and/or counterfeit merchandise. Any unauthorized sales of Kent Displays’ Products on Amazon, eBay or other sites will be removed as they are discovered. Ads from online sellers offering any auctions or advertising sales will also be regularly removed or taken down.

SECTION B - Product QUALITY AND CUSTOMER CARE

1. Product Storage and Handling: Dealers shall exercise due care in storing and handling the Products and shall store the Products in accordance with any directions on Product labels or other storage guidelines specified by Kent Displays from time to time.

2. Product Inspection: Promptly upon receipt of the Products, Dealer shall inspect the Products for damage, defect, evidence of tampering, or other non conformance (a “Defect”). If any Defect is identified, Dealer must not offer the Product for sale and must promptly report the Defect to Kent Displays at QA@kentdisplays.com or 330-673-8784.

3. Product Packaging and Display: Dealer shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled Products or the bundling of Products), and other alterations to Products or their packaging are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, batch or lot code, or other identifying information on Products or their packaging is prohibited. Dealer may not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Dealer shall not advertise, market, display, or demonstrate non-Kent Displays’ Products together with the Products in a manner that would create the impression that the non-Kent Displays’ Products are made by, endorsed by, or associated with Kent Displays.

4. Intellectual Property: Dealer is granted a limited, non-exclusive, non-transferable, revocable license to use the Kent Displays brands, names, logos, trademarks, service marks, trade dress, copyrights, and other intellectual property associated with the Products (the “Kent Displays IP”) solely for the purposes of marketing and selling the Products as set forth herein. This license will cease upon termination of Dealer’s status as an Dealer. Kent Displays reserves the right to review and approve, in its sole discretion, Dealer’s use or intended use of the Kent Displays IP at any time, without limitation. Dealer acknowledges that it owns no right, title, or interest in any of the Kent Displays IP except as granted herein.

Liquidated Damages

• Dealer agrees that any breach by Dealer of the Terms and Conditions set forth in this agreement will injure Kent Displays and its reputation and relationship with its other dealers to an extent that will be difficult, if not impossible, to quantify.

• In view of the difficulty to quantify the damage to Kent Displays should Dealer breach any provisions of the terms and conditions of sale, Dealer agrees that Kent Displays shall be entitled to liquidated damages equal to Dealer’s gross profits earned from the sale of Kent Displays’ Products using selling practices that are in violation of the terms of this agreement.

• Dealer and Kent Displays agree that the Liquidated Damages set forth in this section are in addition to any and all other remedies for breach of contract to which Kent Displays may be entitled under the applicable laws.

SECTION C - MINIMUM ADVERTISED PRICING POLICY (MAPP)

Kent Displays actively supports the advertising and promotion of its Products by its retailers and distributors through materials provided by Kent Displays at no or nominal cost. Given Kent Displays’ strong reputation for providing consumers with high value Products and to further enhance Kent Displays’ image and competitiveness in the marketplace, Kent Displays is instituting a MAP policy for all its Products, effective immediately. The MAP policy will apply to all U.S., Canadian, and European retailers and distributors.

1. The MAP for all Kent Displays Products shall be listed in the current Wholesale Price List.

2. The MAP may be revised by Kent Displays at its sole discretion by providing no less than 7 days advance written notice communicating the changes in writing to all of its retailers and distributors without exception.

3. The MAP policy applies to all advertising of Kent Displays Products in any and all media including, but not limited to, catalogs, flyers, posters, coupons, brochures, mailers, inserts, newspapers, websites, magazines, online, television, and radio.

4. The inclusion in advertising of “free” or “discounted” Products with a Product covered by the MAP policy would be considered a violation of the policy if it has the effect of discounting the advertised price below what is required by the MAPP.

5. Free shipping and/or handling, 0% sales tax, or free financing promotions do not violate the MAPP.

6. Pricing listed on any Internet site, regardless of whether it is an e-commerce site or not, is considered “advertised price” and must adhere to the MAPP.

7. Price matching policies are acceptable. Price matching cannot be used as a valid reason for violations of Kent Displays MAP Policy. Advertised price must always be at MAP or higher.

8. MAP applies only to advertised prices and does not apply to the price at which the Products are offered for sale or sold to individual consumers via personal communication channels like email or over the phone.

9. Kent Displays’ MAPP does not establish maximum advertised prices therefore resellers of Kent Displays Products may sell any of its Products at any price in excess of the MAP established for those Products.

10. Kent Displays may, at its sole discretion, discontinue Products or engage in promotions with respect to certain Products. In these cases, Kent Displays reserves the right to modify or suspend the MAPP with respect to the affected Products by notifying all dealers and distributors of such change.

11. Neither Kent Displays’ sales personnel nor any other unauthorized employees has the authority to modify or grant exceptions to the MAPP. Please direct all questions or comments regarding the MAPP in writing to the policy administrator at:
MAPP Administrator, Kent Displays, Inc., 343 Portage Blvd. Kent, Ohio 44240

12. Kent Displays reserves the right to modify, suspend, or discontinue the MAP policy, in whole or in part, at its sole discretion and to communicate these changes to all its resellers in writing either by posting it on its website or via email.

SECTION D: FAILURE TO COMPLY WITH MAP POLICY

1. In the event a dealer or distributor is found guilty of violating the MAPP, Kent Displays reserves the right to terminate the dealership or distributorship arrangement with no notice and require dealer to return all Kent Displays’ Products in its possession immediately. Kent Displays will not entertain business relationships with individuals and entities whose actions compromise the perceived value of Kent Displays and its Products.

2. Kent Displays reserves the right to monitor the advertised price of its resellers either directly or via the use of monitoring services provided by third-party agencies. The policy administrator shall be solely responsible for determining whether a violation of the MAPP has occurred, communicating decisions regarding sanctions when the policy is violated to resellers, and reviewing any communication received from the reseller regarding action taken in response to the violation.

SECTION E: AUTHORIZED DEALER WARRANTY AND LIMITATIONS

1. At Kent Displays, we are committed to the highest level of materials and workmanship. When purchased from an authorized dealer, all our Products are 100% guaranteed against manufacturing and material defects. This Guarantee and subsequent warranty is extended only to the original end-use purchaser and shall not be extended or transferred to any other person or transferee. All Kent Displays’ Products purchased from an authorized dealer are guaranteed for a period of one year from the date of purchase. Items will be replaced at the discretion of Kent Displays. If a replacement Product is unavailable or discontinued, a comparable Product will be substituted.

2. This warranty does not cover defects or damage arising from improper use or maintenance, accident or external causes. Unauthorized use of your Product voids this warranty.

3. When Kent Displays has deemed it necessary to provide a replacement, Kent Displays will cover return shipping to all addresses within the United States and Canada. For international orders, customers will be responsible for all shipping charges. All Products covered under warranty will be replaced free of charge.