Snapngo LLC, a Nebraska limited liability company, dba SNAPnGO invites this Dealer to become a member of the SNAPnGO Dealer Alliance for the retail sale and service of SNAPnGO products, parts and accessories, pursuant to the following SNAPnGO Dealer Agreement (hereinafter, “Dealer Agreement”, or “Agreement”).

I. Appointment and Authorization

SNAPnGO hereby appoints, and Alliance Dealer hereby accepts appointment as a member of the SNAPnGO Dealer Alliance. Dealer is hereby authorized and appointed to conduct business as an Alliance Dealer at the location provided at registration, pursuant to the following commitments, terms and conditions.

II. SNAPnGO’s Commitments to Dealer

SNAPnGO will:

  1. Sell SNAPnGO products, parts and accessories to Dealer on the terms set forth herein. In this regard, SNAPnGO will strive to produce the highest quality products to best serve the needs and interests of the customer.
  2. Communicate with Dealer on a regular basis, to discuss purchase forecasts, SNAPnGO expectations for sales and growth of sales, promotion of the SNAPnGO brand, stocking, and retailing.
  3. Make SNAPnGO product information and graphics available to Dealer in appropriate format for general media advertising purposes.
  4. Authorize Dealer through a limited license to use the name “SNAPnGO” and other SNAPnGO trademarks to promote the sale of SNAPnGO products in accordance with SNAPnGO’s guidelines.
  5. Provide Dealer a user manual with each new SNAPnGO product.
  6. Honor the SNAPnGO Limited Warranty provided with each SNAPnGO product.
  7. Reimburse Dealer for the cost of replacement materials and parts and not labor for warranty returns on SNAPnGO products sold by Dealer. In the event Dealer is called upon by SNAPnGO to provide service for warranty returns on SNAPnGO products not sold by Dealer or to assist in the execution of a recall of SNAPnGO under a corrective action plan, SNAPnGO will reimburse Dealer for the reasonable cost of labor plus any needed materials and parts at cost.
  8. Indemnify, hold harmless and defend Dealer from and against any or all claims, suits, losses, or  actions of any kind or nature directly or indirectly arising out of a claim either (i) that SNAPnGO’s products or trademarks infringe the intellectual property rights of a third parts, or (ii) that SNAPnGO’s products caused property damage or personal injury to any third party. This shall apply provided the Dealer has not been negligent or otherwise at fault in regard to the claim, suit, loss, or action, and has fully complied with all of the provisions of this Agreement.

III. Dealer’s Commitments to SNAPnGO

Dealer will:

  1. With respect to the promotion of the SNAPnGO brand:
    1. On an annual basis, enter into a plan with SNAPnGO which will address:
      1. Building market share of SNAPnGO
      2. Building total sales of SNAPnGO
      3. Promoting the sales of SNAPnGO products;
      4. Promoting the SNAPnGO brand.
    2. On a quarterly basis, forecast purchases of SNAPnGO products so SNAPnGO can stock products
  2. With respect to service and warranty:
    1. Dealer agrees to provide prompt service to owners of SNAPnGO products sold by Dealer, and
    2. Deliver a user manual, and provide instructions on the assembly, use, operation and maintenance of each SNAPnGO product to each customer.
    3. For SNAPnGO products sold by Dealer, perform warranty repairs and adjustments in accordance with SNAPnGO
    4. Make no warranty on behalf of SNAPnGO other than the Limited Warranty provided with each SNAPnGO product.
  3. With respect to purchase and sales of SNAPnGO products:
    1. Sell and deliver product only at authorized physical locations and only take orders via publicly accessible ecommerce enabled web pages hosted on authorized websites owned and operated by Dealer. Dealer selling on 3rd party sites (eBay, Amazon, Alibaba, etc.), drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.) classified sites (Craiglist.com, Facebook Marketplace, etc.) or direct messages on forums is strictly prohibited.
    2. Record and maintain, for a period of no less than seven years, the name, mailing address, email address and telephone number of each purchaser, along with the serial number, model name and model year, of each SNAPnGO scooter and other products (excluding parts and accessories), for use in the event any customer needs to be contacted such as when a corrective action becomes necessary.
    3. Fully and promptly comply with all directions and instructions of SNAPnGO in the event of corrective action.
    4. Dealer must restrict customer order shipments to shipping addresses located within the United States.
    5. Dealer may not sell in bulk to B2B accounts, wholesalers, or freight forwarders/drop shippers for
    6. Dealer must understand its obligations under SNAPnGO copy of the Policy is attached and can be revised by SNAPnGO from time to time upon 30 days advance notice to Dealer of the revision.
  4. Comply with all advisories, instructions, and operating standards as distributed by SNAPnGO.

IV. Other Terms of Agreement and Conditions:

  1. This Dealer Agreement shall have an effective date beginning when executed by SNAPnGO and Dealer and shall have an initial term ending one year thereafter. It shall automatically renew thereafter on October 1, for successive one-year periods, unless terminated earlier. Notwithstanding any provision contained in this Agreement to the contrary, either SNAPnGO or Dealer may terminate this Agreement for any reason and without cause upon thirty days written notice. Following reciept of a notice of termination, Dealer shall not have the right to purchase products which SNAPnGO has designated as having a model year other than the then current calendar year. It is agreed further that SNAPnGO shall have the right to make any changes
    to this Dealer Agreement upon thirty (30) days written notice.
  2. SNAPnGO and Dealer each agree to maintain in force at all times public liability insurance with a U.S. admitted carrier with limits of no less than $1,000,000 per occurrence and $2,000,000 annual aggregate. Dealer agrees to promptly notify SNAPnGO in the event of cancellation of coverage or change of carrier.
  3. SNAPnGO and Dealer shall be excused from having to perform any obligation under this Agreement by reason of strike, lockout, riot, war, fire, acts of God, accident, delays caused by suppliers, inability to obtain materials or manufacturing facilities, delays or carriers, compliance with any law, regulation or order, or any other unforeseen event beyond its control. Notwithstanding the foregoing, under no circumstances shall Dealer be excused from the obligation to make timely payments for products delivered pursuant to this Agreement.
  4. In the event one party materially breaches this Agreement, the other party may terminate this Agreement upon 30 days written notice to such breaching party, unless such breach is fully cured to the reasonable satisfaction of the non-breaching party. In addition, SNAPnGO may immediately terminate this Agreement by giving written notice to Dealer, in the following instances:
    • Unauthorized Sale, transfer or liquidations of Dealer’s business
    • As to an authorized location, loss of occupancy of that location or removal to a new location.
    • Sales from or at any non-authorized location or ecommerce site.
    • Failure of Dealer to meet payment obligations to SNAPnGO.
    • Dealer’s bankruptcy, insolvency, or financial incapacity to maintain adequate facilities, inventories or service capabilities to meet its commitments under this Agreement.
    • Breach of any covenant under this Agreement.
  5. Dealer agrees SNAPnGO trademarks and other intellectual are and shall remain the property of SNAPnGO, and SNAPnGO shall have the right to change the design, artwork, logo and/or symbols of SNAPnGO marks at any time without prior notice. SNAPnGO hereby grants to Dealer a non-exclusive, non-transferable limited license to use SNAPnGO trademarks, logo, and other marks during the term of this Agreement for the sole purpose of promoting SNAPnGO products; provided, such uses place SNAPnGO in the best possible light, consistent with SNAPnGO philosophy, and consistent with SNAPnGO as a premium brand. Provided further, Dealer utilizes such trademarks, logo, and other marks as, from time to time, SNAPnGO may permit or direct. Upon termination of this Agreement, Dealer agrees to cease and desist all use of SNAPnGO trademarks, logo, and other marks, and return any property to SNAPnGO which contains such.
  6. Dealer agrees that SNAPnGO makes no representation, oral or written, as to the potential market for SNAPnGO products available to the Dealer and agrees that under no circumstances will SNAPnGO SNAPnGO granted a territory or any territorial rights relative to this agreement. SNAPnGO at all vicinity to sell SNAPnGO products.
  7. Dealer agrees that Dealer is an independent contractor, and not an agent or franchisee of SNAPnGO.
  8. It is understood that absent written approval product may not be returned to SNAPnGO.
  9. No waiver of any breach of this Agreement shall be deemed to waive any existing or subsequent breach of the same or another provision of this Agreement.
  10. 1In no event will SNAPnGO be liable to Dealer for incidental or consequential damages of any kind.
  11. The provisions of this Agreement are severable. If any provision is deemed illegal or otherwise unenforceable, the remaining provisions shall remain in full force and be enforceable by and between the parties.
  12. If SNAPnGO and Dealer are unable to resolve any dispute arising out of or in connection with this Agreement, they expressly agree that any such dispute, controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration. Such arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association SNAPnGO and Dealer agree to an alternative arbitration process.
  13. This Agreement was entered into in the State of Nebraska pursuant to Nebraska law.