Applicable to all sales by MEAN, LLC. and its divisions, subsidiaries and affiliates (individually and collectively "MEAN").

DEALER QUALIFICATION

TO QUALIFY AS AN AUTHORIZED MEAN DEALER (REFERENCED HEREIN AS "DEALER" or ‘BUYER"), DEALER MUST BE 1) APPROVED BY A MEAN REPRESENTATIVE, 2) AGREE TO THIS DEALER AGREEMENT AND 3) PLACE AN INITIAL ORDER OF $1,146.13 (which consist of a MEAN Initial Order Kit with Display). If approved, Dealer will be contacted by a MEAN representative with qualification data and additional details.

PRICING

All Dealer Product pricing is computed online using the MEAN Dealer Portal at the time of sale. If Buyer postpones delivery, the prices will be subject to re-calculation at the time of shipping. If an item pricing changes or Dealer Discount Rate is modified, it will be reflected immediately online and in effect on subsequent orders. Previous open or pending orders will not be re-calculated following any updates to individual item pricing or changes to Dealer discounts.

PAYMENT

Any order for MEAN Products by Buyer shall constitute a representation and warranty that Buyer is solvent. Upon MEAN’s request, Buyer shall furnish a written representation concerning its solvency at any time before shipment. Buyer shall pay MEAN within 30 days of MEAN’s invoice date. MEAN reserves the right to stop performance at any time during this Contract and without any liability to Buyer, if Buyer fails to timely pay any MEAN invoice when due. All financing plans (notes or otherwise) must be accompanied by a suitable security agreement acceptable to MEAN. If Buyer delays shipments, payment shall become due on the date when MEAN is prepared to make shipment. If at any time Buyer’s financial condition gives MEAN, in its judgment, reasonable grounds for insecurity concerning Buyer’s ability to perform its obligations under this Contract, MEAN shall have the right to require full or partial payment in advance and suspend any further deliveries (or continuance of the work to be performed by MEAN) until payment has been received. Buyer’s failure to furnish payment within 10 days of demand by MEAN shall constitute repudiation of this Contract by Buyer and, in such event or in the event that Buyer cancels this Contract, MEAN shall be entitled to receive reimbursement for its reasonable and proper cancellation charges. MEAN’s rights under this section are in addition to all rights available to it at law or in equity. MEAN reserves and retains, and Buyer grants to MEAN, a security interest or purchase money security interest under the Uniform Commercial Code in the Product until such time as full payment is received by MEAN. Buyer shall cooperate fully with MEAN regarding any documentation of the security interest and the filing thereof.

CONFIDENTIAL INFORMATION & NON-COMPETE

Both parties agree not to disclose to third parties any proprietary or confidential information (including, but not limited to, pricing, marketing strategies, and login information). MEAN has patent pending products and Dealer will not copy, reverse engineer, or re-design, or use as template or model any MEAN proprietary products with the intent to reproduce, manufacture, distribute, or sell any copied products for a minimum of 48 months after termination of Dealer status.

MINIMUM ADVERTISED PRICE

MEAN enforces a Minimum Advertised Price (MAP). Dealer agrees to sell MEAN products for no less than the published MAP, which is listed as the Retail Price on the MEAN Dealer Portal. MEAN discourages the sale of its products on eBay or similar auction websites. However, such sales are permissible, provided the products are sold for not less than retail price in a "Buy It Now" or similar transaction.

TRANSPORTATION, TITLE, RISK OF LOSS.

The Buyer shall assume all transportation charges from the F.O.B. shipping point identified in this Contract. Title to and Risk of Loss of the Product or any part thereof shall pass to Buyer upon delivery of the Product to the F.O.B. shipping point.

TAXES.

Unless otherwise specified in this Contract, MEAN’s prices do not include sales, use, excise, or similar taxes. In addition, Buyer shall pay as part of the Product purchase price any present or future sales, use, excise, value-added, or other similar tax applicable to the manufacture, sale, price, delivery, or use of the Product sold unless Buyer provides to MEAN a tax-exemption certificate acceptable to the taxing authorities.

WARRANTY.

MEAN WILL PERFORM THIS CONTRACT IN A TIMELY AND WORKMANLIKE MANNER, AND WILL MAKE EVERY REASONABLE EFFORT TO MEET QUOTED DELIVERY DATES. UNLESS OTHERWISE STATED IN THIS CONTRACT, MEAN DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH ANY PRODUCT DELIVERED BY MEAN TO BUYER INCLUDING, BUT NOT LIMITED TO, ANY SYSTEMS, GOODS, SERVICES, TESTING, SOFTWARE, HARDWARE, OPERATIONS, EQUIPMENT, MACHINERY, DEVICES, MANUALS, INSTRUCTIONS, COMMUNICATIONS, PROTOTYPES OR DESIGNS THAT WERE IN ANY WAY DERIVED OR WHICH MAY RESULT FROM RECOMMENDATIONS, DATA, COMMUNICATIONS, GOODS, SERVICES OR ANALYSIS PERFORMED OR DELIVERED BY MEAN IN CONNECTION WITH THIS CONTRACT. BUYER SHALL SOLELY ASSUME ALL RISKS AND LIABILITY ARISING FROM OR RELATED TO ANY RECOMMENDATIONS, DATA, TESTING, COMMUNICATIONS, GOODS, SERVICES, ANALYSIS OR WORK PERFORMED OR DELIVERED BY MEAN IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT INCLUDING BUYER’S MANUFACTURE, USE OR IMPLEMENTATION OF THE PRODUCT DELIVERED BY MEAN AND ANY EQUIPMENT, MACHINERY, SYSTEMS, SOFTWARE, HARDWARE, COMMUNICATIONS, SERVICES, OR GOODS DERIVED THEREFROM, WHETHER USED SINGLY OR IN COMBINATION WITH OTHER DESIGNS, GOODS, OR SERVICES OF BUYER OR ANY THIRD PARTY. MEAN SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF MEAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT MEAN DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES THAT ANY OF THE PRODUCT INCLUDING, BUT NOT LIMITED TO, SYSTEMS, SOFTWARE, HARDWARE, GOODS, SERVICES, OPERATIONS, EQUIPMENT, MACHINERY, DEVICES, MANUALS, INSTRUCTIONS, COMMUNICATIONS, PROTOTYPES OR DESIGNS RESULTING FROM MEAN’S PERFORMANCE UNDER THIS CONTRACT WILL NOT INFRINGE THE CLAIMS OF ANY DOMESTIC OR FOREIGN PATENTS OR COPYRIGHTS. FURTHER, MEAN DOES NOT WARRANT AGAINST PATENT OR COPYRIGHT INFRINGEMENT ARISING FROM THE USE OF ANY PRODUCT, INCLUDING BUT NOT LIMITED TO, RECOMMENDATIONS, DATA, SOFTWARE, HARDWARE, COMMUNICATIONS, GOODS, SERVICES, OR ANALYSIS PERFORMED OR DELIVERED BY MEAN.

DISCLOSURE OF INFORMATION;

TRADEMARKS & TRADENAMES. Any information, suggestions, or ideas transmitted by Buyer to MEAN in connection with the performance of this Contract shall not be regarded as secret or submitted in confidence, except as may be otherwise provided in writing and signed by a duly authorized representative of MEAN. Buyer shall not use in any manner whatsoever, the trademarks or tradenames of MEAN or that of its subsidiaries or affiliates without MEAN’s prior written consent.

LIMITATIONS OF LIABILITY.

In no event, whether as a result of breach of contract, warranty, tort (including negligence and strict liability), or otherwise, shall MEAN be liable for any special, direct, indirect, consequential, incidental or punitive damages including, but not limited to, loss of profits or revenues; damage or loss of use of the Product or any associated equipment, components, goods, services, systems, operations, software, hardware, devices, manuals, instructions, communications, prototypes, designs; cost of capital; cost of substitute products, facilities, services, or replacement power; recall costs of whatsoever kind; down time costs; claims of Buyer’s customers for such damages that were in any way derived or resulted from the use or non-use of any Product including, but not limited to, recommendations, data, software, hardware, communications goods, services, or analysis performed or delivered by MEAN in connection with this Contract. If Buyer transfers title, or leases the Product sold hereunder, to any third party, Buyer shall obtain from such third party a written contract affording MEAN the protection of the preceding sentence. MEAN’s maximum liability to Buyer for any and all loss or damage hereunder, whether as a result of breach of contract, warranty, tort (including negligence and strict liability) or otherwise, and arising out of or resulting from this Contract, or from its performance or breach, or from the Product furnished under this Contract, shall be limited in MEAN’s sole discretion to the lesser of the repair or replacement of the delivered Product or refund of the actual price paid by Buyer for the specific Product that gave rise to the claim. Except as to title, any such liability shall terminate upon the expiration of the applicable warranty period.

If MEAN furnishes Buyer with advice or other assistance that concerns any Product supplied hereunder or any system or equipment in which any such Product may be inserted and which is not required pursuant to this Contract, the furnishing of such advice or assistance shall not subject MEAN to any liability, whether in contract, warranty, tort (including negligence and strict liability), or otherwise. Buyer shall defend, indemnify and hold MEAN harmless from any and all liability, claims, demands, damages, cost and expenses, including but not limited to attorneys’ fees arising out of or in any way associated with the Product including, but not limited to, recommendations, data, software, hardware, communications, goods, services, or analysis performed or delivered by MEAN to Buyer under this Contract or from the items contained in the other paragraphs of this Contract.

The invalidity, in whole or in part, of any of the foregoing paragraphs shall not affect the remainder of such paragraph or any other paragraph in this section.

COOPERATIVE MARKETING PROGRAM

A cooperative marketing program consists of Dealers actively promoting and advertising MEAN products. MEAN will supply Point of Purchase marketing materials, based on Dealer sales and past performance. MEAN will welcome any and all marketing support requests from Dealers; MEAN will evaluate these requests in a case-by-case basis and determine level of involvement based on a cost-benefit analysis.

MEAN may run from time to time manufacturer discounts as sales push strategy to promote inventory rotations at Dealer locations. Any manufacturer promotional discounted sale will be credited to the Dealer in his/hers next Order with the required discount sales validation that will be disclosed to the Dealers prior to the promotion campaign.

RETURNS

Merchandise may not be returned without the express permission of our Sales Department. Dealers must be issued a "Return Merchandise Authorization" (RMA) number prior to any returns. RMA’s are valid for 30 days only. Merchandise must be returned prior to the 30-day deadline or a new RMA must be issued. Merchandise returned that is not authorized, or needs to be repackaged, will be subject to a 20% restocking charge.

Note: Dealers must adhere to all stated guidelines and policies set forth by MEAN as well as the Dealer Agreement.

JURISDICTION; ASSIGNMENT; ENTIRE AGREEMENT

The validity, performance, and all matters relating to the interpretation and effect of this Contract, and any amendment hereto, shall be governed by the laws of Georgia (excluding its conflict of laws principles) and resolved in the exclusive jurisdiction of the courts of the State of Georgia. The U.N. Convention for the International Sale of Goods is expressly excluded. This Contract and/or any other contract based thereon are not assignable without the prior express written permission of MEAN. This instrument constitutes the entire and only agreement between the parties respecting the subject matter hereof, and any representation, affirmation of fact, course of prior dealings, promise, or condition in connection therewith, or usage of the trade not incorporated herein, shall not be binding on either party. No waiver, alteration, or modification of any of these terms shall be binding upon MEAN unless the same is reduced to writing and signed by MEAN’s authorized representative.

With consent to this Agreement, the Authorized Dealer also agrees to the following terms and conditions;
1. The Authorized Dealer agrees not to resell MEAN merchandise to non-Authorized Dealer and/or non-Authorized Retailers.
2. The Authorized Dealer agrees to furnish MEAN upon request, their MEAN inventory status.
3. This agreement is not assignable or transferable in whole or in part.
4. This agreement is effective and continues until terminated.

This agreement may be terminated by either party upon 30 days’ notice in writing to the other party. Upon termination the Company shall have the option to buy back from the customer MEAN product at the price actually paid by the customer. These terms and conditions supersede any contrary provisions stated on your purchase order. These policies and terms are subject to change without notice. MEAN will make the final determination on the eligibility for any discount.

By consenting to this agreement, the Authorized Dealer agrees to all terms hereof, no contrary, additional or different terms will be binding upon MEAN.