Authorized Brilliant NextGen Inc Custom Integrator Agreement

This Custom Integrator Agreement (“Agreement”) is entered into effective upon submission of the Account Request Form (the “Effective Date”) by and between Brilliant NextGen, Inc., a Delaware corporation (“Brilliant”) and the Company that submits the Account Request Form (“CI”).

1. Appointment as Authorized CI; Obligations

1.1. Appointment as Authorized CI.
Sale of Brilliant Products. CI is hereby appointed as an authorized Brilliant Professional Installer. Brilliant agrees to sell to CI the Brilliant Products listed on in the Products Catalog on the Brilliant Partner Portal hereto, subject to the terms and conditions set forth in this Agreement. Brilliant grants to CI the non-exclusive right of selling the Products at CI's inventory homes, model homes, and design centers, and only to individual, end-user customers for which CI, or its subcontractors, has or will install the Brilliant Products at the premises of such end user customers (the “Authorized Customers”). No further redistribution to other CIs, resellers, retailers, electricians, installers, etc. is permitted.

1.2. Promotion of Brilliant Products by CI.
CI agrees to use its best reasonable efforts to promote and sell the Brilliant Products. CI also agrees to conduct its operations and affairs in such a manner so as to promote Brilliant’s reputation and goodwill. CI will share with an adequate number of employees to properly promote, demonstrate, sell and provide pre-sales support of Brilliant Products, and to otherwise carry out its obligations under this Agreement. CI may advertise, at its own cost, the Brilliant Products in accordance with the Brilliant Co-Branding Guidelines as outlined on the Brilliant Partner Portal. Brilliant and CI will cooperate in joint promotion upon mutual agreement, and may reference one another on their respective web properties. CI agrees that it shall not bid for or otherwise purchase any URLs or paid search terms on any Internet search engine that contain the term "Brilliant" or the brand name of any Brilliant Product (e.g. Brilliant Control).

1.3. Service and Support.
CI will provide pre-sales support to Authorized Customer with one (1) or more Brilliant Products up until such time as the property sale is executed. The CI shall transfer the EULA for all Brilliant Products in the property at the time of sale and will provide written instructions to the property owner how to receive support directly from Brilliant. CI shall at all times have at least one (1) employee who has been trained in all Brilliant products (Authorized Support Contact), per the Brilliant CI Program. Questions or problems that CI is unable to resolve on its own shall be escalated to Brilliant technical support personnel by the CI's Authorized Support Contact via email.

1.4. Display Requirements.
CI agrees to maintain at all times during the term of this agreement a physical or online sales area at which location potential Authorized Customers can view and receive a demonstration of the Brilliant Products.

1.5. Sales Restrictions.
CI acknowledges that CI's ability to sell Brilliant Products to Authorized Customers is a significant part of the value that CI brings to the relationship with Brilliant. As such, CI agrees that it will not sell or offer to sell any Brilliant Products: (i) via the Internet, mail-order or any other medium or (ii) to any individual or entity that is not an Authorized Customer.

1.6. Compliance with Program Policies and Procedures.
CI agrees to comply with all program elements as defined in the then current Program Materials including, but not limited to, the the Brilliant CI Program Guide, the Brilliant CI Product Catalog, the Brilliant Partner Branding/Co-Branding Guide, the Brilliant EULA and other current program policies and procedures contained in the Brilliant Partner Portal.

1.7. Key Program Contacts.
CI will identify initial key personnel in the Account Request Form and will maintain these key contacts for the duration of this Agreement to collaborate upon the business and facilitate marketing and sales opportunities.

2. CI's Orders.

2.1. Purchase Orders and Terms.
CI shall submit purchase orders for Products in accordance with Brilliant’s online order placement system, or such other means as may be approved by Brilliant. All orders will be governed by the terms of this Agreement. Any terms or conditions contained in an order that is supplemental or contradictory to the terms of this Agreement shall be of no force or effect even if Brilliant subsequently issues an invoice in respect of such purchase order. Brilliant may reject an order at any time at its sole discretion.

2.2. Cancellation of Orders for Default.
Brilliant, at its option, shall have the right to cancel any orders placed by CI or to refuse to ship or to delay shipment if CI fails to meet any payment schedule or other financial requirement established by Brilliant or if CI is otherwise in default of any provision of this Agreement.

2.3. No Liability for Errors or Delay Regarding Orders.
Brilliant shall not be liable for any damages, consequential or otherwise, for failure or delay in filling orders, including, without limitation where such failure or delay is due, in whole or in part, to any labor, material, transportation, or utility shortage or curtailment, or to any labor trouble of Brilliant or suppliers, or to any acts beyond the control of Brilliant.

2.4. Allocation.
Brilliant reserves the right to determine the allocation of and sequence in which it will fill the orders received from its various CIs.

2.5. No Liability for Change.
Brilliant is at liberty to change its service policies, its financial requirements, manufacturing schedules and the design or specifications of its Products and parts thereof at any time without notice, and without obligation to make the same or any similar change to any Products previously purchased by or shipped to CI.

3. Prices and Discounts.

3.1. Established Prices.
Pricing terms and benefits are set forth in Section B below.

3.2. Right to Change Pricing Terms.
Brilliant has the right at any time to change prices, discounts, terms, and provisions affecting the Products and to issue new price, discount and terms lists or bulletins. If Brilliant changes the prices, discounts, terms or provisions applicable to any of the Products, such change shall apply to any Products ordered by CI and not shipped by Brilliant at the time (and thereafter) such change is made effective. Brilliant shall give thirty (30) days written notice to CI of any change increasing the price to be paid by CI before shipping any Product to which such change is applicable. Upon receipt of such notice. CI may cancel or modify orders for the Products to which any such change applies, provided written or verbal notice of cancellation is delivered to Brilliant within ten (10) days after receipt by CI of Brilliant’s notice. All undelivered orders not canceled as provided herein shall remain in effect for delivery in accordance with said change.

4. Payment Terms and Reporting.

4.1. Payment Terms.
Payment for Products purchased by CI shall be made in accordance with the terms on the original invoice referencing the purchase order for the Products. All payments shall be made on the Brilliant Partner Portal via credit card unless otherwise agreed to in writing by Parties.

4.2. Default.
Notwithstanding any other terms or provisions of this Agreement, should CI fail to comply with any provisions of this Agreement, Brilliant may cancel the sale of such Products or enforce the terms of such sale, and may remove or repossess such inventory on three (3) days prior written notice and take such other action as it may deem necessary to protect its interest, it being understood that the remedies contained in this section are cumulative and in addition to all other rights and remedies of Brilliant.

4.3. Right of Return.
Any warranty returns on behalf of the CI and/or Authorized Customer shall follow Brilliant’s documented return procedures as posted to the Brilliant Partner Portal for warranty returns and shall be in accordance with Brilliant then current return policy.

5. Shipment of Products.

5.1. Shipment and Delivery Charges.
CI Shipping terms are set forth on the Brilliant Partner Portal.

6. Limited Warranty; Repairs and Returns

6.1. Brilliant warrants to each CI that purchases a Product that, for a period of up to two (2) years from the date of purchase, the Product will be free from defects in materials and workmanship. Brilliant further warrants to each Authorized Customer (end user) that purchases a property containing one or more Products, for a period of one year from the date of property sale, the Product will be free from defects in materials and workmanship. Such warranty is specified in, and subject to, the license agreement provided with the Product. The end user warranty is the only warranty Brilliant makes with respect to the Products, and no warranties are made to CI. EXCEPT AS EXPRESSLY SET FORTH ABOVE, BRILLIANT MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PRODUCTS. BRILLIANT HEREBY SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS, STATUTORY AND IMPLIED WARRANTIES AND CONDITIONS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THE IMPLIED CONDITION OF SATISFACTORY QUALITY. EXCEPT AS EXPRESSLY STATED HEREIN, ALL PRODUCTS ARE SUPPLIED ON AN "AS IS" BASIS WITHOUT WARRANTY.

Brilliant neither assumes nor authorizes anyone to assume for it any other obligation or liability (or to make or give any warranty) in connection with the Products.

6.2. Unless otherwise required by law, Brilliant’s sole obligation under the limited warranty, and CI's exclusive remedy with respect thereto, shall be, in Brilliant's sole discretion, to repair or replace the relevant Product, or to reimburse the purchase price thereof to CI. CI will not return any Product to Brilliant without a Return Merchandise Authorization ("RMA") number that can be obtained by calling Brilliant’s customer support department. Brilliant will be entitled to determine in its discretion whether to replace rather than repair any Product. Brilliant will charge a fifteen percent (15%) restocking fee for any Product returns unless they are defective units.

6.3 Bulk RMA process for all tiers is laid out in Section C below.

7. Trade and Service Marks.

7.1. From time to time, Brilliant may designate one or more Company trademarks and/or service marks as available for CI's use, and will provide standards for that use, in Brilliant materials. Brilliant authorizes CI to use such designated marks, if any. CI will use the designated marks according to the Brilliant Branding and Co-branding Guidelines solely in advertising and promoting Brilliant Products which can be found on the Brilliant Partner Portal.

8. Term and Termination.

8.1. Term.
This Agreement shall become effective as of the Effective Date, and shall remain in effect for a period of three (3) years, unless earlier terminated in accordance with the provisions herein. Upon expiration of the original term, this Agreement shall automatically be extended for additional one (1) year terms unless either party gives the other written notice at least thirty (30) days prior to expiration of the then current term.

8.2. Termination.
Notwithstanding any other provision of this Agreement, either Brilliant or CI may terminate this Agreement for any or no reason at any time by written notice of termination delivered to the other party not less than thirty (30) days prior to the effective date of termination. In addition, Brilliant may terminate this Agreement immediately by delivering to CI written notice of such termination upon or after the occurrence of any of the following:

8.2.1.The filing of any voluntary petition of bankruptcy by CI; a filing of a petition to have CI declared bankrupt, provided it is not vacated within thirty (30) days from date of filing; or execution by CI of an assignment for benefit of creditors; or

8.2.2. CI is in default in the performance of any covenant, term or condition contained in this Agreement.

8.3. Effect of Termination.
During the thirty (30) day notice of termination period CI may not make additional purchases or orders from Brilliant. Brilliant will honor orders which have been both placed by CI and accepted by Brilliant prior to the beginning of the thirty-day notice of termination period, and CI may, during the thirty (30) day period, continue to sell Brilliant Products Which CI has purchased from Brilliant and which are then in CI's inventory. Except as herein otherwise expressly provided, all rights exercisable hereunder by CI or Brilliant and all orders of CI for Products then outstanding shall be automatically canceled upon termination of this Agreement. Termination of this Agreement, however, shall not release CI from any obligation to pay any sum which may then be owed Brilliant.

9. General Provisions.

9.1. Relationship of Parties.
CI's relationship to Brilliant will be that of an Independent contractor engaged in purchasing Brilliant Products for resale to CI's customers. CI and Its employees are not agents or legal representatives of Brilliant for any purpose and have no authority to act for, bind or commit Brilliant. CI and Brilliant agree that this Agreement does not establish a franchise, joint venture or partnership.

9.2. Governing Law.
This Agreement shall be governed by the laws of California without regard to California's conflicts of law rules.

9.3. Dispute Resolution.
The parties agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent: (i) the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; and (ii) sales and distribution activities in territories or to customers that are not authorized under this Agreement. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by
the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules. Unless the parties otherwise agree, the arbitration will be conducted in San Mateo, CA. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of
the arbitration. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

9.4. Assignability.
CI may not sell, assign or delegate any rights or obligations under this Agreement.

9.5. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior written and oral agreements between the parties regarding the subject matter of this Agreement.

9.6. Amendment: Modifications.
This Agreement may be amended or modified by Brilliant upon giving notice of such amendment or modification to CI In writing. Any such amendment or modification shall become binding upon delivery to CI, subject to any specific provisions contained herein regarding the effect of such a modification.

9.7. Notices.
Any notice or other communication required or permitted by this Agreement to be given to a party shall be In writing and shall be deemed given If: (I) delivered personally or (II) delivered by commercial messenger or courier service, or (III) mailed by U.S. registered or certified mall (return receipt requested), or (iv) sent via electronic mail (with message-delivered return receipt) or sent via facsimile (with receipt of confirmation of complete transmission) to the party at the party's
street address, email address or facsimile number listed on the signature page hereto or at such other address or facsimile number as the party may have previously specified by like notice. If by mall, delivery shall be deemed effective three business days after mailing.

9.8. Attorneys’ Fees.
In any court action at law or equity that Is brought by one of the parties to this Agreement to enforce or Interpret the provisions of this Agreement, the prevailing party will be entitled to reasonable attorneys' fees. In addition to any other relief to which that party may be entitled.

9.9. Severability.
If any provision of this Agreement is found to be Illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law.

9.10. Signatures.
Signatures may be provided in electronic form or via facsimile and shall have the same force and effect as an original signature.

Section B - Pricing Tiers and Benefits

Your Discount Tier will be established by your Brilliant Account Representative and assigned to your Brilliant Wholesale Store account. Your quarterly discount is based on the twelve-month historic purchases. 

Pricing Tiers

Program Benefits

Section C - Bulk Product Returns Program

Overview
Brilliant has a Bulk Product Returns Program for our partners who have reached the Bronze and Silver tiers. Attainment of these tiers is based on the volume of product sales.

2. The partner sends an RMA request to ops-admin@brilliant.tech providing the following information:

• Product Name/SKU
• Serial numbers
• Return reason

3. Returns must comply with the specific terms of the signed partner agreement. Brilliant Operations must approve all bulk returns prior to processing. Any returns not in compliance with terms of signed agreement will be rejected. Any exceptions must have compelling reasons and require written Brilliant Finance approval.
4. After approval is given the RMA is processed. The RMA number is generated and provided to the pro along with a prepaid return label
5. CI is required to ship back defective product using the prepaid return label.
6. Once the product is received, the replacements will be shipped out. Please allow five (5) days for product to be processed.

Receiving Process
1. Returned products are checked in by the receiving Brilliant team.
2. CI is notified the items have been received and are being processed.
3. Based on specific terms of the agreement, CI will get replacements or credit towards outstanding balance and/or future purchases

• Replacement will either be A-stock or B-stock based on the agreement
  • If sending A stock, use an RA SKU
  • Note the new order number on Rich Returns and on the original Order
  • Transfer the note from the original order to the new order
• Credit must be previously approved based on the signed agreement
  • All credits must be logged on Credit Memo doc for Brilliant Finance.
  • A credit memo is sent to the partner to advise of the credit.
  • The credit is applied to the subsequent order and recorded on the Credit Memo doc.