This Dealer Agreement is by and between Xspot Products "Manufacturer" and a dealer "Dealer". Manufacturer desires to appoint Dealer, and Dealer desires to accept appointment, as a Dealer of Manufacturer's products as set forth herein.

 

NOW, THEREFORE, the parties agree as follows:

 

1. Duration & Exclusivity. This agreement is non-exclusive and may be terminated with notification by either party at any time for any reason.

2. Products. As used in this Agreement, the term "Manufacturer's Products" shall mean the products, and accessories manufactured and/or sold by Manufacturer.

3. Product Warranty Policies. If any of Manufacturer's Products are proved to Manufacturer's satisfaction to have been defective at time of sale to Dealer, Manufacturer will replace or make an appropriate adjustment in the original sales price of such product at Manufacturer's election.

4. Indemnification. Dealer agrees to protect Manufacturer and hold Manufacturer harmless from any loss or claim arising out of the negligence of Dealer, Dealer's agents, employees, or representatives in the installation, use or sale of Manufacturer's Products.

5. Relationship of the Parties. The relationship between Manufacturer and Dealer is that of vendor and vendee. Dealer, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Manufacturer. Dealer will not modify or reverse-engineer any of Manufacturer's Products without written permission from Manufacturer. Neither Dealer nor Manufacturer shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever.

6. Acknowledgments. Each party acknowledges that no representation or statement, and no understanding or agreement, has been made, or exists, and that in entering into this Agreement each party has not relied on anything done or said or on any presumption in fact or in law, (1) with respect to this Agreement, or to the duration, termination or renewal of this Agreement, or with respect to the relationship between the parties, other than as expressly set forth in this Agreement; or (2) that in any way tends to change or modify the terms, or any of them, of this Agreement or to prevent this Agreement becoming effective; or (3) that in any way affects or relates to the subject matter hereof. Dealer also acknowledges that the terms and conditions of this Agreement, and each of them, are reasonable and fair and equitable.

7. Final Agreement. This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified at Manufacturers discretion with appropriate notice to Dealer.

8. Dispute Resolution. The parties hereto agree that all disputes arising between them shall be submitted to and exclusively determined, resolved and adjudicated by arbitration proceedings before the American Arbitration Association, such proceedings to be pursuant to the Commercial Arbitration Rules, and such arbitration procedures to be held in Tucson, Arizona. Intending to be legally bound, the parties hereto have caused this Agreement to be executed as of the date Dealer accepts the Resellers Agreement.

9. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the state of Arizona.