PROTECTALL FURNITURE PROTECTION PLAN

DISTRIBUTOR AGREEMENT

 

1.       Program Overview

      1. GBS Enterprises, LLC d/b/a ProtectAll (“ProtectAll”) has developed a unique furniture protection offering known as the ProtectAll Furniture Protection Plan (“Protection Plan”) which is designed to provide customers’ service or replacement benefits for certain furniture in the event of a covered issue. Retail partners who have agreed to the terms herein (“Distributor(s)”) may purchase prepaid Protection Plans from ProtectAll or its authorized reseller partners, which can then be resold to customers in accordance with the terms herein. The prepaid Protection Plans will be sold to Distributors in the form of a prepaid card (“Prepaid Card”), that can be used by Distributors to redeem a Protection Plan on their customers behalf at the time of sale to such customers. Each Prepaid Card can be redeemed by Distributor for one (1) Protection Plan. Benefits will be provided to Protection Plan holders in accordance with the Protection Plan terms and conditions (“Plan Terms”).
      2. Distributor hereby wishes to make the Protection Plans available to its customers in connection with certain furniture which may be purchased by such customers. Distributor’s sole compensation for the sale or distribution of Protection Plans shall be the amounts it collects from customers for such Protection Plans.
      3. ProtectAll agrees that service will be provided to authorized holders of Protection Plans in accordance with the Plan Terms and applicable law.

2.       Program Requirements.

      1. Purchase of Prepaid Cards. Distributor will be required to purchase all prepaid cards utilized, in advance of resale of the associated Protection Plans to its customers. Prepaid Cards must be used within twelve (12) months of purchase by Distributor, unless otherwise agreed upon in writing by ProtectAll. Prepaid Card purchases are final and shall not be eligible for return or refund by Distributor, unless otherwise agreed upon in writing by Distributor.
      2. Redemption and Sale to Customers. Distributor is authorized to redeem the Prepaid Cards and sell the associated Protection Plans only to its customers in connection with eligible product(s) sold to such customer(s) by The list of eligible products (“Eligible Products”) shall be provided to Distributor in writing and shall be subject to change upon forty-five (45) days’ notice. Only customers residing within the United States are eligible to purchase the Protection Plans.
      3. Time of Sale.  Protection Plans must be sold contemporaneously with the sale of the Eligible Product covered under the Protection Plan.
      4. Sales Reporting. Distributor must redeem a Prepaid Card at the time of each Protection Plan purchase by its customers using the sales entry process designated by ProtectAll. Distributor shall collect all customer information required by ProtectAll to facilitate the registration of a Protection Plan for the customer which may include the following: customer name, customer email, customer phone number and customer address. Additionally, at the time of Prepaid Card redemption, Distributor must provide a copy of the receipt which includes the Protection Plan sold, furniture purchased, date of purchase and any other information reasonably required by ProtectAll.
      5. Trade Practices and Customer Refunds. Distributor will not engage in “bait and switch” practices, “tying” or any other unfair or deceptive trade practices with respect to the Protection Distributor will not make any false or misleading representations or warranties with respect to ProtectAll or the Protection Plans or make any representations with respect to the performance, specifications, features, or benefits of the Protection Plans that have not been published, or otherwise approved in writing, by ProtectAll. Distributor shall be solely responsible for processing any refunds payable to Customers in connection with any Protection Plan sold and subsequently canceled in accordance with the Plan Terms.
      6. Promotional Materials and Fulfilment. Distributor shall only utilize promotional materials related to the Protection Plans which have been approved or provided by ProtectAll. Distributor shall provide purchasers of Protection Plans with a copy of a legible receipt documenting payment of such Protection Plan by purchaser, along with all furniture purchased. Provided that Distributor procures a valid customer email address, ProtectAll will deliver a copy of the Plan Terms to the customer by email or by SMS if authorized by customer. In the even that the customer opts to receive a paper copy, Distributor may provide a sample copy provided by ProtectAll from time to time. Distributor shall not modify or alter the Plan Terms or otherwise waive, modify, or discharge any rights or duties under the Plan Terms.
      7. Compliance with Laws.  Distributor will comply with all applicable federal, state and local laws and regulations in performing its obligations hereunder.
      8. Exclusivity. During the term of this Agreement, ProtectAll shall serve as Distributor’s exclusive provider of extended service plans, extended warranties and/or similar product protection offerings for products sold by Distributor. Distributor agrees that it shall not sell, market or otherwise distribute any extended service plans, extended warranties and/or similar product protection offerings on products which are offered or administered by any person or entity other than ProtectAll during the term of this Agreement.
      9. Sale of Product Replacements. With respect to products in the categories of indoor furniture, adjustable bases, outdoor furniture and area rugs, should ProtectAll elect to replace the associated product(s) covered under a Protection Plan sold by Distributor, Distributor agrees to sell the required replacement product(s) to ProtectAll for no more than 55% of the retail price paid by the customer for such product(s).

3.       Usage of Trademarks and Copyrighted Materials.

      1. Distributor acknowledges it does not have, and will not acquire under this Agreement, any rights in or to any trademarks, trade names, logos or related intellectual property, such as copyrighted images and graphics, copyrighted text and descriptions and related materials, owned by ProtectAll (collectively, the “ProtectAll Materials”).

4.       Term and Termination.

      1. Term; Extension.  The term of this Agreement will begin on the date first acknowledged and agreed to by Distributor as set forth in Section 9, below (“Effective Date”) and end one (1) year thereafter (the “Initial Term”) and will renew automatically for additional one (1) year renewal terms (each, a “Renewal Term”) unless or until either party: (i) gives the other party written notice at least thirty (30) days prior to the last day of the Initial Term or the then-current Renewal Term; or (ii) terminates this Agreement in accordance with the terms herein.
      2. Termination.  Either party may terminate this Agreement: (i) for any reason at any time during the Initial Term or any Renewal Term by giving thirty (30) days prior written notice to the other party; or (ii) ProtectAll may terminate this Agreement immediately upon reasonable belief of a breach by Distributor.
      3. Distributor’s Post-Termination Activities. Upon the termination of this Agreement, Distributor immediately must: (i) discontinue all use of ProtectAll Materials; and (ii) cease making any representations that Distributor is an Authorized Distributor of the Protection Plans.

5.       Limitations on Liability.

      1. PROTECTALL SHALL NOT BE LIABLE TO DISTRIBUTOR FOR ANY LOSS OF PROFIT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT DISTRIBUTOR, ITS EMPLOYEES, AGENTS OR ASSIGNS, MAY SUFFER WHICH ARE CAUSED BY OR RESULT FROM THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT BY PROTECTALL. IN NO EVENT SHALL PROTECTALL’S LIABILITY TO DISTRIBUTOR FOR ANY CLAIM, LOSS, LIABILITY, COST OR EXPENSE RELATING IN ANY WAY TO THIS AGREEMENT, WHETHER BASED IN WHOLE OR IN PART ON NEGLIGENCE, EXCEED THE AMOUNTS PAID FOR BY DISTRIBUTOR FOR PREPAID CARDS IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, LOSS, LIABILITY, COST OR FURTHER, PROTECTALL SHALL NOT BE RESPONSIBLE TO DISTRIBUTOR FOR ANY TAX LIABILITY OR ASSOCIATED PENALTIES.

6.       Relationship of the Parties.

      1. Each party is an independent contractor, and neither party nor any of their respective employees or agents has any authority to assume or create any obligations on behalf of any other party. ProtectAll and Distributor agree that the business relationship they have established under this Agreement will not be construed as that which would exist between a franchisor and franchisee, principal and agent, employer and employee or any other such relationship besides that of two independent contractors.

7.       Governing Law;Dispute Resolution.

      1. This Agreement is deemed to have been entered into in the State of Texas and will be governed by its laws. All disputes arising out of this Agreement must be brought in a state or federal court located in either Dallas County, Texas or Tarrant County, Texas. If any party breaches this Agreement in a way that causes a non- breaching party to incur attorneys’ fees, costs and expenses, such non-breaching party will be entitled to recover from the breaching party reasonable attorneys’ fees, costs and expenses incurred to address such breach.

8.       General.

      1. Assignment.  Distributor may not assign, transfer or sell any of its rights or obligations under this Agreement without the prior written consent of ProtectAll. ProtectAll may assign this Agreement to (i) a parent, subsidiary or affiliated entity without written notice to Distributor under this Agreement, or (ii) to a third party in connection with the sale or other transfer of all or substantially all of ProtectAll’s business assets by giving written notice to Distributor (with a courtesy copy to Distributor) no later than three (3) months after the effective date of such assignment. Subject to these restrictions, the provisions of this Agreement will be binding upon and inure to the benefit of the parties, their successors and permitted assigns.
      2. Notices.  Any notice required under this Agreement must be in writing and will be deemed to have been given upon the earlier of (i) upon electronic confirmation of receipt by, or (ii) twenty-four (24) hours after placement with, a well-recognized delivery service that customarily obtains records of delivery (e.g., FedEx, UPS, DHL).
      3. Entire Agreement.  This Agreement and all exhibits hereto, constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all previous representations, arrangements, agreements and understandings, written or oral, if any, by and between the parties hereto and their respective

9.       Acknowledgement and Agreement.

      1. By entering the ProtectAll Protection Plan sales portal and/or offering ProtectAll Protection Plans for sale to their customers, Distributor hereby acknowledges and agrees to adhere to the terms and conditions herein.