Authorized Dealer Agreement

The temi Authorized Dealer Agreement (the “Agreement”) below sets forth the terms and conditions of your rights and obligations to selltemi products. Upon agreeing to the terms and conditions of the Authorized Dealer, you agree to serve as a temi dealer under the terms of the Agreement below.

  1. Appointment
  • Subject to the terms and conditions of this Agreement and confirmation by the Company (as defined below) of registration of Authorized Dealer (as defined below), Temi USA Inc. (the “Company“) appoints the applicable partner that has received confirmation of registration from the Company (“Authorized Dealer“), and Authorized Dealer accepts such appointment and agrees to act, as the Company’s non-exclusive authorized dealer of the Company’s Product (defined below) for the purpose of selling the Product to end customers (“End Customers“) within its Store (as defined below).
  • Authorized Dealer agrees to exercise its best efforts to (a) promote the sale of and obtain orders from End Customers for the Product; (b) abide by Company’s policies and procedures with regard to the sale of the Product; and (c) conduct its business in a manner that reflects favorably at all times on the Product and the good name, goodwill and reputation of the Companyor its affiliates.
  • Authorized Dealer acknowledges and agrees that it has no rights or claims of any type to the Product, or any aspect thereof, except such rights as are created by this Agreement.

 

  1. Becoming an Authorized Dealer:
    • In order to become an Authorized Dealer, an interested party must be:
      1. Over the age of 18;
      2. The legal owner of a brick and mortar store located in the USA (the “Store”) and provide proof of such ownership to the Company upon demand.
    • Authorized Dealer Program Application Process (the “Program“):
      1. Fill out the Authorized Dealer form on [robotemi.com/dealer] (“Authorized Dealer form“);
      2. Receive notification from the Company approving participation in the Program;
      3. Approve this Agreement and the General Terms and Conditions herein;
      4. Purchase one unit of the Product at Retail Price (as defined below) (the “Purchase”);
      5. Receive login information to the Company’s sellers’ portal (the “Seller Portal”).
    • The Company reserves the right to accept or reject Program’s applicants at its sole discretion.

 

  1. Authorized Dealers Welcome Kit

Upon completing the Purchase of the Product (defined below), the Authorized Dealer will receive:

  • (i) a unit of the Product(defined below); (ii) marketing and promotional materials ; (iii) user manual and training materials.
  • A live or video training session with one of the Company’s experts.

 

  1. Product and Pricing
    • The Product is a “temi the personal robot“USversion (the “Product”).
    • The Product’s retail price is $1,999, not including any applicable taxes and fees (the “Retail Price”)
    • MAP shall be equal to the Retail Price unless otherwise approved or directed by the Company.
    • The Company reserves the right to change the Retail Price at any time and at its sole discretion. In the event that Retail Price will change, the Company will notify the Authorized Dealer one (1) week in advance.
    • The Company reserves the right to run promotions and discounts that will be applicable for all Authorized Dealer’s Orders (as defined below) up to five (5) times in a calendar year. The Company will notify the Authorized Dealer no later than one (1) week in advance of any promotion or discount. The amount discounted by the Company will not affect the Commission.
    • Subject to Section 4.3 above, the Authorized Dealer shall be allowed to give out discretionary discounts on a case by case basis up to the amount of the Commission (as defined below) and that will be deducted from the Commission but will be prohibited from advertising or promoting such discounts.

 

  1. Orders; Fulfilment
    • To place an order for an End Customer, the Authorized Dealer will insert the End Customer’s details onto a designated purchase page on the Seller Portal (“Authorized Dealer’s Orders”). Orders placed on the Company’s website and not through the Seller Portal, will not be recognized as Authorized Dealer’s Orders and the Authorized Dealer will not be entitled to any commission with respect thereof. Orders placed outside the Company’s website or the Seller Portal will not be recognized and fulfilled by the Company and the Company will not take any responsibility with respect to these orders and the customers who have placed them.
    • The Authorized Dealer shall only be entitled to sell the Product to customers residing within the USA. The Company will not fulfil orders if the shipping address is outside the USA and such orders will be cancelled and refunded.
    • The Company will be responsible to fulfil the Authorized Dealer’s Orders.
    • The Authorized Dealer’s Orderswill be processed alongside all other orders on a “first come first serve” basis. No priority will be given to Authorized Dealer’s Orders.

 

  1. Commission; Payment Terms
    • The Authorized Dealer shall be entitled to a one-time commission in the amount of Five Hundred Dollars ($500) per unit sold at Retail Price and not returned within 30 days from the date of delivery (the “Commission”).
    • The Authorized Dealer will provide the company with an invoice every 1stday of a month for the total Commission accumulated in the preceding month [minus dis. discounts].
    • The Commission will be paid to the Authorized Dealer 30 days from the date of the invoice.

 

  1. Term; Termination
    • This Agreement will commence on the day the Authorized Dealer receives access to the Seller Portal from the Company, and shall remain in effect until terminated in accordance with the provisions of this Agreement.
    • Either party may terminate this Agreement as follows: (a) At any time by proving the other party with a two-week written notice;(b) Immediately, for any breach or default of this Agreement by the other party which has not been cured within 7 days after the delivery of notice thereof to the party alleged to be in breach, specifying with particularity the condition, act, omission or course of conduct asserted to constitute such breach or default; (c) Immediately, upon the dissolution, insolvency or any adjudication in bankruptcy of, or any assignment for the benefit of creditors by, the other party or if the other party ceases to conduct business in the ordinary or normal course, provided such action or proceeding is not dismissed within sixty (60) days after the filing thereof; (d) Immediately, if required by law or by any rule, regulation, order, decree, judgment or other governmental act of any governmental authority; or (e) Immediately by the Company if the Company reasonably suspects that Authorized Dealer breached any of its obligations of confidentiality or protection of Company’s proprietary rights.

 

  1. Effect of Termination
    • Upon notice of termination of this Agreement for any reason, the following provisions shall apply: (a) the Company may continue to fulfill any orders from Authorized Dealer that have been accepted by the Company prior to the termination of this Agreement under the terms and conditions of this Agreement; (b) All outstanding balances owed by the Company to the Authorized Dealer shall be payable in accordance with the terms of this Agreement.; (c) All rights granted to Authorized Dealer under this Agreement shall cease. No consideration or indemnity shall be payable to Authorized Dealer either for loss of profit, goodwill, customers or other like or unlike items, nor for advertising costs, costs of samples or supplies, termination of employees, employees’ salaries and other like or unlike items. In no event shall Authorized Dealer continue to represent itself as an Authorized Dealer or representative of the Company after termination of this Agreement.
    • The Company shall have no liability to Authorized Dealer by reason of any termination by the Company. Authorized Dealer shall indemnify and hold harmless the Company from and against any and all liability, loss, damages and costs (including reasonable attorneys’ fees) arising out of any claim by Authorized Dealer or any third party standing in the right of Authorized Dealer to any right of entitlement contrary to the express terms of this Section.

 

  1. General Terms and Conditions

 

  • Representations and Warranties

 

  1. Authorized Dealer Qualifications and Conduct. The Authorized Dealer hereby represents, warrants and covenants to the Company that the Authorized Dealer: (i) has the experience, expertise and capabilities to support sales activities; (ii) is familiar with the market and the consumer electronic products market for the Product and is qualified to market the Product in physical stores; (iii) will use its best efforts to maintain the Company’s good reputation and goodwill, and will not act in a manner which harms or is likely to harm the reputation or goodwill of the Company; (iv) will not misrepresent or disparage the Company, the Product or its performance; and (v) will not purport to have the authority to bind or assume obligations on behalf of the Company.
  2. The Authorized Dealer shall not without the Company’s prior written consent make any promises or guarantees about the Product (beyond those contained in the promotional materials supplied by or such product information/statements authorized in writing by Company), or otherwise incur any liability on behalf of Company.
  3. Adequate Evaluation.The Authorized Dealer confirms that it has received all necessary information and materials in order to evaluate the Product and to be able to present the Product to End Customers.
  4. The Authorized Dealer confirms that it will coordinate and comply with the Company’s representative to receive full and complete training with respect to of the use of the Product, prior to commencing the services hereunder.
  5. The Authorized Dealer represents that the Authorized Dealer has all requisite power and authority to execute, deliver and perform this Agreement. The Authorized Dealer represents and warrants that the execution and delivery of this Agreement and the fulfillment of the terms hereof will not constitute a default under or breach of any agreement or other instrument to which it is a party or by which it is bound, including without limitation, any confidentiality or non-competition agreement, and do not require the consent of any person or entity. The Authorized Dealer acknowledges that it shall not enter into any other agreements that would render the Authorized Dealer incapable of satisfactorily performing its obligations hereunder, or place the Authorized Dealer in a position of conflict of interest, or in direct competition with the Company’s activities, or be inconsistent or in conflict with its obligations hereunder. In any case of conflict, Authorized Dealer will immediately notify the Company and will give priority to its obligations hereunder.
  • Approvals

 

If required, Authorized Dealer shall obtain, at its own expense, such approvals, consents, certifications, licenses, registrations, permits and other authorizations, both governmental and non-governmental (collectively, the “Approvals”), as soon as is reasonably practicable.

  • Personnel

 

Authorized Dealer shall retain and have at its disposal an adequate staff of personnel to perform its obligations under this Agreement.

  • Customer Service

 

The Company shall provide customer support for the Authorized Dealer’s Orders including without limitation, a call based service available Monday to Friday from 9AM to 6PM ET to answer End Customers requests/complaints.

  • Promotional Materials

 

  1. Company agrees to furnish, in English, to Authorized Dealer (via email in pdf format) such descriptive literature, advertising materials, website content, technical manuals and sales promotional materials concerning the Product, as Company may, from time to time, have available for such purposes. Company shall retain ownership of all proprietary rights, including, intellectual property rights to such materials.
  2. Company agrees to maintain and update the promotional content presented on the Stand. The Company will not be responsible for any loss or damage caused to the Stand other than reasonable wear and tear. In the event that the Stand provided upon the Purchase has been lost or damaged beyond use, the Authorized Dealer could, but is not obligated to, purchase a new Stand from the Company at a price of $800.

 

  • Intellectual Property.
  1. The Authorized Dealer hereby acknowledges that the Company is the exclusive owner of all rights, title and interest in and to the intellectual property rights on the Product, including, but not limited to, copyrights, trademarks, patent rights and trade secrets, in and to the Product, as well goodwill in connection therewith, now existing or hereafter developed, are and shall remain the sole property of the Company (“Intellectual Property Rights“) and that the Authorized Dealer shall acquire no rights whatsoever in or to any of such Intellectual Property Rights. The Authorized Dealer shall not take any action that may affect or impair the Company’s rights, title and interest in or to such Intellectual Property Rights.
  2. Any and all New IP shall accrue to and remain the exclusive property of the Company; in this Agreement, “New IP” means all intellectual property rights (i) in and to all, reports, lists, and updates regarding customers as well as all modifications, improvements, updates and enhancements to and of the Product, whether or not conceived, made or reduced to practice in the course of or as a result of Authorized Dealer’s performance under this Agreement, (ii) arising in the course of or as a result of operation as contemplated herein by either party or both Parties or any person or entity operating on their behalf; (iii) and all trademarks, service marks and other insignia, and all goodwill, in each case, associated with the Company, the Product, the operations contemplated hereunder or any intellectual property right of the Company (including any other New IP).
  3. To the extent the New IP does not, by operation of law, belong to the Company from its inception, Authorized Dealer hereby assigns, will assign and will procure the assignment by all persons and entities operating on its behalf, to the Company, all right, title and interest in and to the New IP.
  4. Any developments or expenditures made by the Authorized Dealer in connection with this Agreement, the Product, New IP and/or the services shall not give or vest the Authorized Dealer with any right, title or interest in or to the Product, goodwill derived in connection therewith, or in any New IP or otherwise. In addition, the Authorized Dealer shall not be entitled to any royalties or further consideration or compensation with respect to such New IP.
  • Use of Trademarks

 

  1. Other than as expressly granted in the brand guidelines material held by the Company (“Branding“), Authorized Dealer shall not be permitted to print, post or otherwise use letterhead, calling cards, literature, signage or other representations in the name of the Company (or any of its affiliates) or to represent itself as the Company (or any of its affiliates) or make commitments on behalf of the Company (or any of its affiliates) without the express, written permission of the Company. Authorized Dealer expressly agrees that no license to use Company or any of its affiliates’ trademarks, trade names, service marks or logos (collectively, the “Company Trademarks”) is granted by this Agreement.
  2. Upon termination of this Agreement for any reason, Authorized Dealer will immediately cease using the Company Trademarks as allowed in this Section and shall immediately take all appropriate and necessary steps to (a) remove and cancel any listings in public records, telephone books, other directories, remove any visual displays or literature at Authorized Dealer’s location, the Internet and elsewhere that would indicate or would lead the public to believe that Authorized Dealer is the representative of Company (or any of its affiliates) or Company’s (or any of its affiliates’) products; and any filings (whether or not such filings were authorized by Company) that may incorporate the Company Trademarks or any marks or names confusingly similar to the Company Trademarks. Upon Authorized Dealer’s failure to comply with this paragraph, Company may make application for such removals, cancellations, abandonments or transfers in Authorized Dealer’s name. Authorized Dealer shall render assistance to and reimburse Company for expenses incurred in enforcing this paragraph.
  • Infringement by Third Parties

Authorized Dealer will cooperate fully with and assist the Company in its efforts to protect Company’s intellectual property rights and shall exercise reasonable diligence to detect and shall immediately advise the Company if Authorized Dealer has knowledge of: (a) any infringement of any patents, trademarks, copyrights or other intellectual property rights owned or used by Company; and (b) any claims or objections that Authorized Dealer’s marketing of the Product may or will infringe the patents, copyrights, trademarks or other proprietary rights of any other person. The Company, as the owner of the Intellectual Property Rights, shall be responsible for taking any action or initiating any proceedings which the Company, in its sole discretion, determines to be necessary or appropriate to prevent any infringement of the Intellectual Property Rights, and the Authorized Dealer shall provide the Company with such assistance as the Company may reasonably request in connection with any such action or proceeding.

  • Confidential Information; No Reverse Engineering
  1. Company may provide Authorized Dealer with certain confidential or proprietary information (“Confidential Information”). Confidential Information includes information, whether or not such information was marked as confidential and whether written, electronic or oral, including without limitation, any and all technical or business information, the software including its source codes and documentation, specifications and design information for the Product, servicing information, customer lists, pricing information, marketing information, information related to actual or anticipated products, inventions, policies, procedures and manuals regarding Company’s Authorized Dealers or marketing channels, research, methods of manufacturing, trade secrets, supplies, finances, data, flow charts, logic diagrams, processes, formulas, plans, graphic, plans and other materials, methods, inventions, devices, documentation, know-how, designs, techniques, drawings and sketches and development and other proprietary matter relating to the Product, thebusiness of the Company or affairs of the Company and the Company’s products. Authorized Dealer shall keep as proprietary and confidential all Confidential Information. Authorized Dealer shall take actions to protect the Confidential Information and to prevent unauthorized disclosure or use of Confidential Information, using the same degree of care used to protect Authorized Dealer’s own proprietary information, but in any event not less than reasonable care. Authorized Dealer will refrain from using the Confidential Information except to the extent necessary to exercise its rights or perform its obligations under this Agreement. Authorized Dealer will likewise restrict its disclosure of the Confidential Information to those who have a need to know such Confidential Information in order for Authorized Dealer to perform its obligations and enjoy its rights under this Agreement, provided that such recipients are bound by confidentiality obligations not less stringent than those set forth herein. Such persons will be informed of and will agree to the provisions of this Section and Authorized Dealer will remain responsible for any unauthorized use or disclosure of the Confidential Information by any of them. Authorized Dealer shall immediately notify the Company of any unauthorized disclosure or use of any Confidential Information, which comes to the Authorized Dealer’s attention and shall take all action that the Company reasonably requests to prevent any further unauthorized use or disclosure thereof. Upon termination of this Agreement (or earlier, upon request by the Company), Authorized Dealer shall cease to use all Confidential Information and promptly return to the Company (or destroy, upon request by the Company) any documents (whether written or electronic) in its possession or under its control that constitutes Confidential Information.
  2. During the term of this Agreement and thereafter, neither Authorized Dealer, nor Authorized Dealer’s employees, independent contractors nor other agents shall (a) reverse engineer, decompile or otherwise disassemble the Product from the products themselves or from any other information made available to them, or (b) otherwise use any of the Confidential Information or the Company provided training to support, maintain or otherwise service a third party’s products or services.
  3. The Authorized Dealer expressly acknowledges and agrees that all documents and materials that contain or embody any Confidential Information, are and shall remain the sole property of the Company .
  4. The provisions of Section ‎9shall not apply, or cease to apply, to data and information supplied by the Company if they (a) were proven to be already known to the Authorized Dealer, (b) have come into the public domain without a breach of confidence by the Authorized Dealer or any other person, (c) were proven to be received by the Authorized Dealer from a third party without restrictions on their use in favor of the Company, or (d) are required to be disclosed pursuant to any statutory or regulatory provision or court order; provided, however, that the Authorized Dealer shall immediately (to the extent legally permissible) provide the Company with prior written notice of any such disclosure requirement.  The Authorized Dealer shall have the burden of establishing any of the above exceptions.
  • Compliance with Laws

 

In connection with its obligations under this Agreement, Authorized Dealer agrees to comply with all federal, state, local and foreign laws, constitutions, codes, statutes and ordinances of any governmental authority that may be applicable to Authorized Dealer, its activities under this Agreement or the Company’s Product, including anti-bribery and anti-corruption laws and regulations. Authorized Dealer agrees to take all such further acts and execute all such further documents as the Company reasonably may request in connection with such compliance.

  • Indemnification

 

Authorized Dealer agrees to indemnify and hold Company and its affiliates and subsidiaries harmless from any and all actions, awards, claims, losses, damages, costs and expenses (including reasonable attorneys’ fees) attributable to Authorized Dealer’s breach of this Agreement or to any negligent, grossly negligent, willful or unlawful acts or omissions of Authorized Dealer, its employees, officers, agents, subcontractors, dealers or representatives.

  • Limitation of Liability

 

The COMPANY SHALL IN NO EVENT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNTIVE EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGE OR FOR ANY LOST DATA, PROFITS, LOST SAVINGS OR LOSS OF REVENUES, WHETHER IN AN ACTION IN CONTRACT OR TORT OR OTHERWISE SUFFERED BY AUTHORIZED DEALER ARISING FROM OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SALE OR USE OF THE PRODUCT. WITHOUT DEROGATING FROM THE GENERALITY OF THE FOREGOING, COMPANY’S LIABILTY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED US $10,000. THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ANY REASON.

  • Safety Notification

In the event the Authorized Dealer gains knowledge of a Product potentially deviating from its specification, or under any other circumstances where a Product might cause, or already has caused harm to a user or other person, the Authorized Dealer shall immediately notify the Company in writing  of such event, irrespective of the time or location of detection of the potentially faulty Product.

  • No statement.

 

In the event of an alleged malfunction or defect of a Product, the Authorized Dealer or its representatives or agents will not make any statement as to the cause, before having informed the Company and having received the Company’swritten analysis of the malfunction or defect, and will then not render statements different from the results of such analysis.

 

 

The Product and any sale of the Product to the End Customers is subject to the Company’s Terms of Use and After Sale policies https://www.robotemi.com/warranty/

  • Miscellaneous

 

  1. Relationship of the Parties. (i)Authorized Dealer is an independent contractor and not an employee, agent, affiliate, partner or joint venture with or of the Company. Neither Authorized Dealer nor the Company shall have any right to enter into any contracts or commitments in the name of, or on behalf of the other or to bind the other in any respect whatsoever, except insofar as is allowed by this Agreement. Authorized Dealer shall serve in the capacity of an independent contractor, for all purposes, including, but not limited to, employee benefit programs, income tax withholding, health or other insurance, unemployment benefits or otherwise; (ii) Authorized Dealer shall be solely responsible for any and all payments or other benefits due to its employees or consultants engaged by Authorized Dealer for the performance of the services under this Agreement. Authorized Dealer will indemnify and hold the Company harmless from and against all claims, damages, losses and expenses, relating to any obligation imposed upon the Company to pay any amount, including but not limited to, withholding taxes, social security, unemployment or disability insurance or similar items, in connection with a claim for employer-employee relationship relating to the engagement with the Authorized Dealer or any of its employees or consultants.
  2. Force Majeure. Neither party shall be held liable or responsible to the other party in the event that its performance of this Agreement is prevented, or rendered so difficult or expensive as to be commercially impracticable, by reason of an Act of God, including fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, strikes, labor dispute, lockouts or other labor disturbances (whether involving the workforce of the non-performing party or of any other person), unavailability of transportation, goods or services, governmental restrictions, omissions, delays or actions by any governmental authority not caused by the non-performing party, war (declared or undeclared), terrorist acts, insurrections, riots, civil commotion,  or other hostilities, or by any other event, condition or cause which is not foreseeable and is beyond the reasonable control of the party. The non-performing party shall notify the other party of such force majeure promptly after such occurrence by giving written notice to the other party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. In the event of non-performance or delay in performance attributable to any such causes, the period allowed for performance of the applicable obligation under this Agreement will be extended for a period equal to the period of the delay. However, the party so delayed shall use its best efforts, without obligation to expend substantial amounts not otherwise required under this Agreement, to remove or overcome the cause of delay. In the event that the performance of a party is delayed for more than 60 days, the other party shall have the right, which shall be exercisable for so long as the cause of such delay shall continue to exist, to terminate this Agreement, upon sixty (60) days written notice to the non-performing party without liability for such termination.
  3. Neither party shall publicize or otherwise disclose the terms of the Agreement without the prior written approval of the other party, unless required by law. If disclosure is required by law, the party who is required to disclose shall notify the other party in writing prior to the date of disclosure and shall consult with such party on the necessity and content of the disclosure.
  4. Except as expressly provided in this Agreement, each party shall bear its own expenses incurred in rendering performance of this Agreement.
  5. Governing Law.This Agreement shall be governed in all respect by the laws of the State of New York, which shall be applied without reference to any conflict-of-laws rule under which different law might otherwise be applicable. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any purchases or transactions entered into pursuant to this Agreement. Venue for any lawsuits brought by the parties to this Agreement against each other regarding or as a result of this Agreement shall be proper only in an appropriate court situated in the State of New York, USA. Authorized Dealer hereby submits itself to the exclusive jurisdiction of said courts and consents to service of process by confirmed facsimile/ e-mail transmission or commercial courier (with written verification of receipt returned to the sender).
  6. Assignment and Delegation.Authorized Dealer shall have no right to assign any of its rights or delegate its obligations under this Agreement without the prior written consent of the Company. Any assignment or delegation attempted without such written consent shall be void and of no legal effect whatsoever. This Agreement shall be binding upon the parties’ respective successors and permitted assigns.
  7. In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court or arbitration decision, such unenforceability or invalidity shall not render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court or arbitration decision.
  8. The headings or titles preceding the text of the Sections and Subsections are inserted solely for convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect the meaning, construction or effect of this Agreement. Both parties have participated in the negotiation and drafting of this Agreement. This Agreement is executed in the English language and may be translated into another language for informational purposes only. In the event an ambiguity or question of intent or interpretation arises, the English version of this Agreement shall prevail and this Agreement shall be construed as if drafted by both of the parties and no presumption or burden of proof shall arise favoring or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement.
  9. Any notice, consent or other communication required or permitted under this Agreement shall be written in English and shall be deemed given when (a) delivered personally; or (b) sent by commercial courier with written verification of receipt returned to the sender. Notice, consent or other communications (but not service of process) may also be given by e-mail. Addresses for notices of the Company are as provided below: 45 West 21stStreet, New York, NY 10010, ny@robotemi.com. Names and addresses for notices of the Authorized Dealer shall be as stated in the Authorized Dealer Form (unless a change in address is provided by Authorized Dealer in writing to Company).
  10. Entire Agreement; Modifications; No Waiver; Counterparts and Survival. This Agreement and the Exhibits attached hereto contain the full and entire agreement between the parties with respect to the subject matter hereof. It supersedes all prior negotiations, representations and proposals, written or otherwise, relating to its subject matter. Any modifications, revisions or amendments to this Agreement must be set forth in a writing signed by authorized representatives of both parties. Authorized Dealer acknowledges and agrees that any failure on the part of Company to enforce at any time or for any period of time, any of the provisions of this Agreement shall not be deemed or construed to be a waiver of such provisions or of the right of Company thereafter to enforce each and every provision. This Agreement may be made in several counterparts, each of which shall be deemed an original. The provisions of this Agreement that, by express terms of this Agreement, will not be fully performed during the term of this Agreement, shall survive the termination of this Agreement to the extent applicable.