Meet a Showroom

ARTICLE 1 Purpose and Appointment 1.1 Purpose Company markets decorative wall materials and wall designs. Dealer intends to promote and resell products under this program. 1.2 Authorized Dealership Company appoints Dealer as an independent authorized dealer on a nonexclusive basis. Two dealer types are available: In Store Showroom (with display walls and/or a video presentation on a TV unit) and Online (with branded flyers distributed in person or online and website advertising on the Internet); Dealer may be approved for either or both types. Customers make purchases in the showroom, with the order subsequently submitted through wallstogo.com after Dealer logs into its account, or online through Dealer’s branded website. 1.3 Geographic Territory Dealer is granted a nonexclusive right to sell products within its service area and may also advertise and promote products throughout the continental United States. Company connects an automatic referral service to Dealer’s website to direct customers searching for dealers by Dealer’s ZIP code to Dealer’s website. 1.4 Nonexclusive Relationship Dealer is not granted exclusive territorial rights, and Dealer is not required to represent Company’s products exclusively. Dealer may work with competing offerings and services. 1.5 No Guaranteed Sales Neither Party guarantees sales volume, earnings, customer demand, advertising results, or profitability. No minimum purchase quota, opening inventory, or Dealer warehouse is required. ARTICLE 2 Independent Business Relationship 2.1 Independent Business Status Dealer and Company conduct independent business activities and are separate taxpayers. 2.2 Advertising Campaigns Dealer independently conducts marketing and develops and implements advertising strategies at its own expense, using both materials supplied by Company and its own materials. Dealer may advertise nationwide through search engines, social media, design websites, email, direct advertising, in-store advertising, and the media. These channels must direct customers to Dealer’s branded website to make purchases. Claims in Dealer’s own advertising campaigns concerning material properties, warranties, installation methods, and similar matters must be agreed with Company. 2.3 No Authority to Bind Company Without written authority, Dealer may not enter into contracts on Company’s behalf or make representations that create obligations for Company. 2.4 Taxes Each Party is responsible for its applicable income taxes, personnel obligations, and expenses. Transactions between Dealer and its customers involving Company’s products, whether in a store or online on Dealer’s website, are transactions between the customer and Dealer, with the resulting tax consequences. Company configures the taxes and charges associated with Dealer’s sales on its website and may act as an agent collecting funds on Dealer’s behalf for subsequent transfer to Dealer. Dealer is the sole party responsible for the tax consequences of transactions between Dealer and its customers. 2.5 Tax Documentation Dealer provides the official Form W-9 and a Sales and Use Tax Certificate. 2.6 Sales Channel Restrictions To support the dealer sales model, Dealer may not sell standard models or complete transactions through third- party marketplaces (Amazon and others), except for individual components and original models created by Dealer that differ substantially in design and composition from the products provided by Company. Original models and collections must be agreed with Company in advance and uploaded to Dealer’s website as an original collection. ARTICLE 3 Dealer Compensation and Payment 3.1 Required Written Terms Before sales begin, Dealer must accept these terms set out in this document. 3.2 Dealer Profit Dealer purchases products at dealer wholesale prices, which it can view on wallstogo.com after logging into its account, and resells them at the retail prices established on Dealer’s website. Dealer’s gross compensation equals the difference between the retail and wholesale cost of the products and is shown in the sales report in the administrative dashboard on Dealer’s website as Dealer’s commission. 3.3 Retail Prices Company establishes a uniform retail unit price for each product and configuration across all authorized dealer- branded websites when Dealer joins the program. Dealer may not independently change retail prices but may create discount coupons as part of its advertising campaign. When coupons are used, Dealer’s commission is reduced, and the coupons do not affect Dealer’s purchase price. Dealer may ask Company to increase or decrease its retail prices by agreement with Company; however, this is not recommended under the uniform retail pricing program and Company’s advertising campaigns supporting Dealer. 3.4 Payment Collection and Payout Timing Customers make payments either in the store or through Dealer’s website. For in-store payments, Dealer must place a corresponding order on wallstogo.com, enter the order recipient’s details (the recipient may be Dealer itself or the end customer), and make payment. For payments on Dealer’s website, Company (or its branch) acts as the initial recipient of settlement funds, including compensation and taxes on Dealer’s behalf, for subsequent settlement with Dealer. In-stock orders ship within 1–2 business days after order acceptance, receipt of required payment, and complete shipping information, unless a different time was agreed before purchase. 3.5 Statements and Dashboard Transactions from the preceding month are reconciled no later than the fifth business day of the following month, with subsequent payment of amounts due to Dealer. Dealer also has online access to current transactions on its website through the dashboard. Records identify the order ID, sale date, products, retail product amount, discounts, tax, shipping, and Dealer’s commission. 3.6 Price and Compensation Changes Company may make minor adjustments to wholesale and retail prices. Changes apply prospectively and do not change accepted orders or earned amounts. For substantial price changes (more than 10%), Company must notify Dealer at least 30 days before the proposed change. Either Party may terminate the Agreement before the proposed substantial change takes effect, subject to accrued obligations and mandatory law. 3.7 Marketing Tools and Packages Online, TV Display, and Showroom are three marketing packages within the two dealer types (showroom dealers and online dealers). All include a branded website and dashboard, printed promotional cards with Dealer’s QR code, and a sample box. The TV Display and Showroom packages also include branded presentation content for display on a TV, with remote updates. Showroom dealers may separately purchase full- size display walls at 50% of the applicable dealer wholesale price. Additional marketing materials and Dealer’s advertising expenses (including discounts offered) are Dealer’s own expenses and are paid by Dealer. 3.8 Returns The return policy is available in the footer of Dealer’s website. Company bears costs caused by defects attributable to Company or order fulfillment errors; Dealer bears costs caused by inaccurate order information it provides, unauthorized promises, or misconduct. Company arranges transportation and bears the risk of loss in transit until delivery at the designated destination; title passes on delivery. If defects arise during transportation due to the carrier’s fault, Company will attempt to recover compensation from the carrier. Company insures transportation for this purpose, but damage must be properly documented to obtain insurance compensation. Dealer must notify the customer of the following: “Please inspect the shipment before it is unloaded. If damage to the packaging indicates that the product is obviously damaged and cannot be used, you may refuse delivery and must take photographs and note the damage on the Bill of Lading (BOL) before signing it.” If the customer was not informed of the rules for returning damaged shipments, or was informed but failed to fulfill its obligations, any losses will be allocated to Dealer. 3.9 Installation Installation labor is excluded. Company provides installation guidance and assumes no obligations regarding the quality or timing of installation work, licensing, permitting, site suitability, or confirmation of compliance with building codes. Each independent installer is responsible for its own work and the required qualifications. ARTICLE 4 Intellectual Property Protection 4.1 Domain and Platform Ownership Company owns the rights to the platform, source code, proprietary catalog materials, and order processing system, including dealer websites created by Company. 4.2 Trademark License During the term of this Agreement, Company grants a limited, nonexclusive, nontransferable license to use approved trademarks, product photographs, specifications, and marketing materials solely for authorized promotion and sales. Dealer acquires no ownership of Company’s intellectual property and must stop unauthorized use upon termination of the Agreement. 4.3 Branding and Approval Dealer may use its own business name and accurately identify its authorized relationship with Company. Independently operated promotional pages must direct customers to Dealer’s website provided by Company to make purchases. ARTICLE 5 General Provisions 5.1 Mutual Indemnification Each Party defends, indemnifies, and holds the other harmless from third-party claims, damages, and reasonable legal expenses to the extent arising from its negligence, willful misconduct, material breach of the Agreement, violation of law, infringement, or failure to perform expressly allocated responsibilities. The protected Party gives prompt notice to the other Party and provides reasonable cooperation; delayed notice excuses duties only to the extent that the delay causes material prejudice. No settlement may impose an obligation or admission on the other Party without its written consent. 5.2 Confidential Information Protected information includes nonpublic wholesale prices, compensation terms, manufacturing information, customer records, strategies, financial records, and proprietary systems. Each Party uses reasonable protective measures, limits access to persons who need it and are subject to confidentiality obligations, and uses the other Party’s confidential information only to perform this Agreement. 5.3 Term of the Agreement This Agreement takes effect on the date of Dealer’s acceptance and continues for twelve months unless terminated earlier by either Party. Upon termination, Dealer stops using Company’s brand and materials, and Company coordinates completion of pending orders and settles with Dealer for transactions as of the termination date. 5.4 Good Faith Discussions Authorized representatives first try in good faith to resolve a dispute. If the dispute is not resolved within sixty days, either Party may seek judicial relief. Florida law applies. 5.5 Consequential Damages Neither Party is liable to the other for incidental, special, consequential, or speculative damages or lost prospective profits. 5.6 Assignment Assignment to a bona fide successor acquiring substantially all assets related to the relevant business is permitted on written notice if the successor assumes all obligations and the transfer does not materially impair the other Party’s rights, subject to mandatory law. 5.7 Force Majeure Events beyond reasonable control require prompt notice and reasonable mitigation and may excuse liability for the resulting delay, but not accrued payment obligations or lawful refunds. 5.8 Electronic Signatures Acceptance of the Agreement and these Terms has the legal effect of a written agreement.