BLOOMSBURY LAB DEALER AGREEMENT

This Dealer Agreement (the “Agreement”) is entered into by and between Bloomsbury Lab Inc. (hereinafter referred to as “Bloomsbury”), an New Jersey corporation with its principal place of business located at 24 Davis Drive, Old Tappan, NJ07575 and [Company Name] (hereinafter referred to as the “Dealer”), effective as of the date signed below. Bloomsbury and Dealer are hereinafter individually referred to as a “Party” and collectively as the “Parties.”

Definitions:
1. Products: Projector screens designated for home entertainment, commercial use, and any related accessories manufactured or distributed by Bloomsbury.
2. Dealer: Any reseller, contractor, or installer authorized by Bloomsbury to sell Products.
3. End-User: The final purchaser of the Products from the Dealer, contractor, or installer.
4. Market: The specific vertical markets designated for residential home entertainment or commercial use.

Sales:
Dealer agrees to market and sell the Products exclusively to End-Users within the designated vertical markets and geographic regions described below.
Dealer must specify the U.S. states in which it will sell Bloomsbury Projection Screens:
[               ]

Dealer Responsibilities:
1. Personnel: Dealer shall ensure that its personnel are adequately trained on the Products and are capable of providing basic technical support to End-Users.
2. Advertising: Dealer shall not publish, distribute, or broadcast any advertising related to Bloomsbury or its Products unless such advertising complies with all applicable federal, state, and local laws, and is not misleading or deceptive. Any use of Bloomsbury’s trademarks or product descriptions must adhere to the guidelines provided by Bloomsbury.
3. Internet Advertising and Sales: Without separate written consent from Bloomsbury, the dealer is expressly prohibited from advertising for resale and/or selling the products on the internet.

Service Obligations:
1. Dealer shall provide prompt and efficient service to End-Users and address service issues in accordance with Bloomsbury’s Warranty Policy.
2. Dealer shall determine if any Products have been altered, modified, or otherwise tampered with by the End-User in such a manner that voids the warranty. Bloomsbury shall not be responsible for any warranty claims for Products altered or modified by the End-User unless agreed upon in writing.

Pricing, Discounts, and Terms:
1. Bloomsbury shall provide Dealer with its standard published dealer price schedules. Dealer may also request specific pricing quotes for Products as needed.
2. Payment terms are prepaid by credit card. Prepaid ground freight by credit card applies unless credit terms have been approved by Bloomsbury in writing. All sales are FOB (Free on Board) from Bloomsbury’s warehouse located in Long Beach, California, USA. The Dealer’s credit card will not be charged until the product is shipped from Bloomsbury’s warehouse in Long Beach, California or Seoul, Republic of Korea.

Returns:
No returns will be accepted without prior written approval from Bloomsbury.

Warranty:
The terms of the Product warranty are detailed on Bloomsbury’s official website: [www.en.bloomsburylab.com]. Dealer shall not extend or modify any warranty provisions beyond what is stated by Bloomsbury. Any such extension or modification will not be honored by Bloomsbury without its express written consent.

Reservation of Rights:
No order submitted by Dealer shall be binding upon Bloomsbury unless and until it is formally accepted by Bloomsbury. Bloomsbury reserves the right to reject or cancel any order, for any reason, including but not limited to insufficient funds, without incurring liability.

Relationship Between the Parties:
This Agreement does not create a partnership, joint venture, agency, or employment relationship between the Parties. Dealer is an independent contractor and shall not represent itself as an agent or employee of Bloomsbury. Dealer shall not bind Bloomsbury to any agreements or obligations without Bloomsbury’s prior written consent. Use of Bloomsbury trademarks is permitted only for the sale of authorized and unmodified Products and only with Bloomsbury’s prior written approval.

Term and Termination:
This Agreement shall commence on the effective date hereof and continue until terminated by either Party. Either Party may terminate this Agreement at any time, with or without cause, upon providing written notice. Upon termination, Dealer shall remain responsible for any obligations related to Products sold prior to termination.

Assignment:
Neither this Agreement nor any of the rights or obligations hereunder may be assigned or transferred by either Party without the prior written consent of the other Party.

Change of Ownership:
In the event of a change in Dealer’s ownership or management, Bloomsbury reserves the right to terminate this Agreement. Dealer must notify Bloomsbury in writing of any such changes in ownership to ensure continued authorization for the sale of Bloomsbury’s Products.

Acknowledgment:
Dealer hereby acknowledges that it has read and fully understands the terms and conditions set forth in this Agreement and agrees to abide by them.