Titan AV Cabinet Designs LLC. DBA: Aegis AV Cabinets and (“Dealer”) are interestedin establishing a relationship with one another to allow Dealer to market, promote, sell and install Aegis AV Cabinets Products; and both Aegis and Dealer are interested in marketing, promoting and selling Aegis Products for retail, commercial and residential custom applications of an end user. Therefore, effective on the date listed below and in consideration of the mutual promises outlined herein, the parties
agree as follows:

   1. Definitions:

1.1. Bona Fide End User: A bona fide end user shall be an individual, business, organization or entity which utilizes Aegis products for their intended purpose, and specifically excludes any organization that is in the business of reselling, liquidating, distributing or otherwise commercially disposing products.

1.2. Aegis Products: Aegis Products shall mean those products developed and sold by Aegis AV Cabinet, as set forth on Aegis product listing and Aegis price sheets, as well as products distributed by Aegis AV Cabinets.

2. Sale of Aegis Product by Aegis: Aegis AV Cabinets, acting alone or through an authorized distributor, agrees to sell Aegis Products to Dealer, subject to the terms and conditions of individual purchase orders covering each purchase.

3. Authorization to Sell and Install: Dealer is authorized to represent themselves as an Aegis dealer but is not required to do so. Dealer is further authorized and agrees to promote, market, sell and install Aegis products only to Bona Fide End Users. Dealer agrees and understands that they are a non-exclusive dealer and no exclusivity rights are provided to either party under this agreement.

4. Sales Promotions: Dealer shall display, advertise, and promote the resale of Aegis products to the best of Dealer’s ability. Aegis shall provide advertising support and promotional material to Dealer, but the nature and amount of these materials will be at the sole discretion of Aegis. Dealer shall use Aegis trademarks, trade names, copyrighted materials, and other advertising support and promotional materials for the sole purpose of advertising and promoting the sale of Aegis products. Deale shall use these materials only in the manner authorized in writing by Aegis. The foregoing does not constitute a trademark license. Dealer shall not use “Aegis” or any similar word in its corporate or trade name. Dealer shall immediately stop using any materials bearing any Aegis trademark or trade name in the event of the termination of this Agreement by either party. Some materials may be supplied to Dealer at no cost. The cost of other materials like showroom display cabinets shall be invoiced to Dealer at a discounted rate

5. . Internet Sales: Dealer agrees and understands that the direct solicitation of business for Aegis Products using Aegis trademarks on commercial computer online services, the Internet (including the World Wide Web) and all other present and future forms of computer-based communications and media is specifically prohibited.

6. Mail Order and Telephone Order Sales: Dealer acknowledges that due to the sophisticated nature of Aegis Products, it is desirable that they be presented to consumers in an environment in which cabinets or samples can be displayed and demonstrated and under circumstances in which their specifications, features and technical advantages can be explained fully by knowledgeable sales personnel. Accordingly, Dealer shall refrain from any mail order or telephone order sales of Aegis Products and shall sell such Products only to consumers who visit Dealer’s authorized Aegis outlet(s), through the Aegis Design Studio, visited by Dealer at the site of Product installation, or with whom Dealer has a previously established relationship. Orders are made by dealers through the Aegis Design Studio at www.aegisav.com

7. Trademarks: Dealer agrees to sell Aegis Products under the names, brands and trademarks by which they are labeled or designated by Aegis. Dealer shall not alter, obliterate, deface, remove or otherwise modify any trademark, trade name, part number or serial number carried on any Aegis product or the packaging within which it is carried

8. . End of Dealer Business and Excess Inventory: In the event Dealer ceases to continue its business in the audio/visual automation industry, or ceases to make its best efforts to sell Aegis products, or terminates its business operations through shutdown, business closing, bankruptcy or other event, Dealer agrees to offer all remaining or excess inventory of Aegis Product to Aegis for purchase, at Aegis sole discretion, and upon reasonable terms and conditions to be agreed upon by the parties. Dealer agrees that the proposed selling price shall not be greater than the
price originally paid by Dealer when the excess inventory was originally purchased

9. Payment Terms: Dealer shall pay all invoices for Aegis Products shipped in accordance with the terms of the invoices and this Agreement and any invoices issued by Aegis. All purchase orders, invoices or other similar documents shall be governed by the terms of this Agreement, and any inconsistency or ambiguity between them and this Agreement shall be resolved in favor of this Agreement. Neither Aegis’s performance under this Agreement, nor its shipment of Aegis Products will constitute acceptance of any additional or inconsistent terms and conditions. Dealer has the option to make transactions using ACH at no additional charge. Purchases made using credit card will be charged an addition 2.9% transaction fee for credit card and Financing options. ACH and Credit information can be securely stored in dealer portal upon selecting to save credit card information. Aegis AV Cabinets does not have access to your payment method information and is securely stored within that selected methods payment gateway.

10. Order Disclaimer: When in the “Order Review” screen before advancing to the cart, dealer is required to check off on the terms and conditions and will be required to login. The cabinets offered in the design studio are based on the answers received in the Aegis Design Studio. Aegis is not responsible or liable for changes in original design and equipment 48 hours after order is made. If the Dealer is not an “Authorized Dealer” of the peripheral AV equipment manufacturer intended for use, the dealer will be contacted by that manufacturers or its affiliated sales representatives to become an authorized dealer. Each manufacturer reserves the right to deny applications based on their terms and guidelines.

11. Order Processing: Orders are put in cue to be built when order is made but will not be constructed until the initial 50% down payment is cleared. There is a 48 hour hold on all orders to allow a grace period for changes in the order. After order 48 hours, the order will be subject to a 25% re stocking fee. Orders/build sheets are then constructed in order to cue, inspected, initialed, and signed off on. The build
sheet is scanned into the customers profile and the original copy is placed in the accessory box in the cabinet for the customer. Pictures are taken of left, right, front, rear, and top before crating the cabinet. After crating a picture is taken of the left, right, front, rear, and top. All photos are uploaded to the customers profile before shipping.

12. Freight: Freight will be charged at checkout to dealers located within the continental United States on all individual orders, shipped directly to the Dealer’s retail or corporate location at the fee calculated in the checkout cart of the Aegis Design Studio, and facilitated by a ground carrier of Aegis choice. Deliveries made to Alaska and Hawaii will have a $200 flat shipping fee to retail or corporate locations, and an additional $100 flat fee for Residential delivery and unloading. Aegis may charge a 25% restocking fee for any Dealer inventory returns of new Aegis products. Only new, unopened and unused products will be accepted. Closeouts, special purchases, and discontinued products will not be eligible.

13. 10. Locations: Dealer shall not move or establish a new or different location, branch, or place of business for sale of Aegis products without first notifying Aegis and obtaining Aegis’s written consent to a new Dealership Agreement covering the new location. This Agreement is limited to the location identified above and is not transferable to new locations.

14. Aegis Direct Sales: Aegis offers its products, the products of others, and accessories directly to the end users through the Aegis Design Studio at RETAIL minus promotions that are also offered to Dealers. Retail end users are offered standard freight for them to install or Dealer installation option for additional premium that will be paid to the Authorized Dealer of Aegis choosing in that US zip code of installation. Sales made to retail end users that are purchased to undercut Dealers profits, Aegis will credit those Dealers tiered profit margin after Aegis is provided time stamped documentation of communication with that retail end users prior to purchase.

15. Cabinet Modifications: Aegis cabinets are built per order based on intended requirements specified by “You” the Dealer. Any modifications made by cutting into cabinets and changing the pre agreed design without express Aegis Authorization will void the warranty of that cabinet. Modifying Aegis products from their original design without the express authorization of Aegis are subject to termination of this dealer agreement, and Dealer will be liable for all costs to warranties and claims.

16. Locations: Dealer shall not move or establish a new or different location, branch, or place of business for sale of Aegis products without first notifying Aegis and obtaining Aegis’s written consent to a new Dealership Agreement covering the new location. This Agreement is limited to the location identified above and is not transferable to new locations

17. Warranty: Aegis sole obligations concerning any Aegis products shall be limited to those stated in its written warranty which accompanies the Aegis product. This warranty shall be in lieu of all other warranties of Aegis’s suppliers, express or implied. EXCEPT AS EXPRESSLY STATED IN SUCH WARRANTY, AEGIS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, IN
CONNECTION WITH ANY AEGIS PRODUCT OR THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Dealer shall make no warranties to customers or any third party concerning Aegis products except those written warranties provided by Aegis and in effect at the time of sale.

18. Service and repair: All service and repair duties will be performed by Aegis trained and authorized personnel. Aegis will make such service readily available to Dealer as necessary. A return authorization (“RA”) is required for each shipment of product returned to Aegis, for repair or replacement, as determined by Aegis. Shipments of products without the “RA” number clearly displayed on the shipping carton will be refused.

19. Termination of Agreement: Unless sooner terminated or renewed, this Agreement shall expire at the end of the calendar year in which the Agreement is signed. This Agreement may be terminated by either party with or without cause upon 30 days prior written notice. In addition, Aegis shall have the right to terminate this Agreement for cause upon five days written notice to Dealer. “Cause” shall include non-performance of any of Dealer’s obligations under this Agreement including, but not limited to, transshipping of any product, reselling to unauthorized dealers or mail order vendors, breach of any provision of this Agreement and any act or omission by Dealer which, in Aegis opinion, adversely affects the interests of Aegis in marketing its products. This Agreement shall terminate without further notice if Dealer files a petition in bankruptcy, if a receiver is appointed for Dealer. Aegis shall not be liable to Dealer in any way because of the termination or expiration of this Agreement. Aegis acceptance of any order from Dealer after the termination or expiration of this Agreement shall not be construed as a renewal or extension of the Agreement.

20. INDEMNIFICATION: Dealer agrees to indemnify and hold Titan AV Cabinet Designs LLC DBA: Aegis AV Cabinets harmless from and against any and all claims, damages and liabilities whatsoever asserted by any person or entity resulting directly or indirectly from any breach by Dealer of this Agreement, and such indemnification shall include the payment of all costs and reasonable attorney’s fees expended by Aegis in defending such claims. Dealer shall be required to reimburse Aegis for costs and reasonable attorneys’ fees in the event that Aegis institutes litigation against Dealer because of any breach by Dealer of this Agreement, and Aegis prevails therein.

21. . Notices: All written notices shall be effective by mailing them by certified or registered mail to the address per this agreement

22. Modification: This Agreement contains all of the agreements, understandings, representations, conditions, and warranties between the parties. This Agreement may not be changed except in a writing signed by both of the parties.