This Agreement ("Agreement") is entered into between StarWarriors IV LLC dba Parasound ("Parasound") and the undersigned dealer ("Dealer"). This Agreement becomes effective on the date signed by Parasound and continues through the end of the third calendar-year following that date unless terminated earlier as provided herein.
1. Parties, Territory & Authorized Locations. This Agreement is between Parasound and Dealer. Dealer is authorized to resell Parasound products solely within the state(s) listed in Schedule A and only from the physical locations listed there.
2. Appointment & Purchasing Channel. Dealer is appointed a non‑exclusive “Registered Dealer.” Registered Dealers may purchase new Parasound products (“Products”) only from authorized Parasound distributors.
3. Warranty Transfer. Only sales made by a Registered Dealer in good standing convey the Parasound factory warranty to the end-purchaser. Any Parasound product sold by an entity that is not a Registered Dealer is deemed “unauthorized,” and no factory warranty support will be provided to subsequent owners.
4. MSRP & Price-Change Notice. Parasound publishes the current Manufacturer’s Suggested Retail Price (MSRP) for each model on www.parasound.com and will notify Dealer of price changes via mass email.
5. Dealer Obligations. a. Customer‑First Support – Dealer is the first line of communication for all customer questions, troubleshooting, and warranty issues. Dealer must verify any reported defect **while the unit is physically in Dealer’s possession** before requesting a Return Merchandise Authorization (“RMA”). b. RMA Coordination – Dealer is the primary point of contact for each RMA. All warranty shipments must move to and from Parasound through Dealer, packed in complete original Parasound cartons and including all accessories. c. Records – Dealer shall maintain serial‑numbered sales records for no less than five (5) years and supply copies to Parasound upon reasonable request.
6. Unilateral Pricing Policy (UPP). Dealer acknowledges and has received Parasound’s Unilateral Pricing Policy (“UPP”), attached in full as Addendum A. While Dealer sets its own selling prices, Parasound may, at its sole discretion, withhold supply, deny warranty support, delist Dealer, or terminate this Agreement if Dealer advertises or sells Products at a discount or on terms not permitted by the UPP.
7. Optional Program Riders & Exclusions. Additional benefits require separate, mutually executed riders (“Riders”). Unless and until a Rider is in force, Dealer is expressly prohibited from:
- Offering current‑model Products (new or used) for “add‑to‑cart” online sale.
- Advertising current‑model Products through third‑party marketplaces or ad networks.
- Advertising used current‑model Products online.
- Military discounts.
8. Intellectual Property. Parasound trademarks and marketing assets are licensed to Dealer only for the Term. Upon termination or expiration, Dealer must cease all use and return or destroy Parasound proprietary materials.
9. Termination & Exit. Either party may terminate this Agreement on thirty (30) days’ written/email notice, or immediately for an uncured material breach—including UPP violations. Exit rights and obligations are set forth in Addendum B.
10. Independent Contractor. Dealer operates as an independent contractor and is not an agent, employee, or representative of Parasound.
11. Governing Law & Arbitration. This Agreement is governed by the laws of the State of Nevada. Any dispute shall be resolved by binding arbitration in Las Vegas, Nevada. The prevailing party is entitled to reasonable attorneys’ fees and costs.
12. Entire Agreement & Amendments. This Agreement, together with its Addenda and any executed Riders, constitutes the entire agreement between the parties. Amendments require a writing signed by both parties.
13. Electronic Execution. Signatures executed through this platform are binding. Dealer is not a Registered Dealer until Parasound provides email verification that Registered Dealer application has been accepted.
Addendum A – Unilateral Pricing Policy Summary.
To preserve the value of Parasound products, ensure fair competition, and maintain consistent customer experience, Parasound has adopted a Unilateral Pricing Policy (UPP). This policy applies to all new, current‑model Parasound products offered for sale by authorized dealers. While dealers are free to set their own retail prices, Parasound will, at its sole discretion, determine the conditions under which it continues to supply product. Parasound’s UPP does not apply to used, open‑box, or demo units.
Minimum Advertised Price (MAP): Dealers may not advertise new Parasound products below the current Manufacturer’s Suggested Retail Price (MSRP) as published on www.parasound.com. This includes all forms of public advertising including: Dealer websites, Online store banners, Email newsletters, Social media posts, Paid search ads, Print materials or mailers.
Permitted Value‑Add Promotions: To support marketing flexibility
- Dealers may offer non‑cash value‑adds that do not reduce or imply a lower price including: Free installation or setup, Generic or store‑brand cables, Dealer‑branded merchandise, Complimentary service trials (e.g., 90 days of TIDAL).
- Dealers may NOT offer: Gift cards or rebates, Store credit or cash‑back promotions, Brand‑name accessories with retail value, Any statement or offer that implies a discount from MSRP.
- UPP Violations: Parasound reserves the right to: Withhold future product shipments, Remove dealers from the Parasound locator or marketing, Deny warranty support for units sold in violation, Terminate dealer status at its sole discretion.
Parasound’s UPP is a unilateral policy. It is not a contract, agreement, or negotiable term.
Addendum B – Exit Rights & Obligations.
While we strive to maintain strong, positive relationships with all our dealers, we understand that sometimes things may not work out. If a dealer relationship needs to end, here are the foundational exit rules:
- Removal of Dealer Status — Parasound may terminate Authorized Dealer status immediately upon the first validated offense of bad‑faith conduct.
- Supporting Sales and Customers — Even after exit, Dealer must fully support all sales, including: (a) providing troubleshooting and hands‑on validation for reported issues, and (b) initiating and managing the RMA process directly with Parasound.
- Selling Through Remaining Inventory (subject to Parasound pre‑approval) — For 90 days, Dealer may continue to sell any new, unopened inventory with the full factory warranty, provided they honor MAP/UPP and include the serial number on the customer receipt.
- Option for Inventory Return — Dealer may supply a list of unopened units with serial numbers for Parasound’s consideration of a buy‑back offer.
- Immediate Termination for MAP/MSRP/UPP Violation — If a violation or other grounds for immediate termination occur, Dealer’s status is revoked immediately. Products sold after notice of termination without Parasound approval will not carry a Parasound factory warranty and must be advertised accordingly.
- Advertising & Online Listing Conduct Post‑Exit — Within forty‑eight (48) hours of exit, Dealer must remove all Parasound product listings, ads, and metadata that suggest availability, including “no longer available” pages retained solely for search‑engine capture. Any failure to comply is a material breach.
