I. Dealership and Products

During the term of the Agreement, Basshead Supply hereby appoints Dealer the non-transferable right to display and sell Basshead Supply Products.

II. Obligations of Basshead Supply

If Dealer abides by all terms of this Agreement and is current on all payments, Basshead Supply will:

2(A). Supply Dealer with Basshead Supply car audio products in the regular course of its business, consistent with Basshead Supply's standard credit policies, pricing structure and subject to availability of merchandise.

2(B). Make available to Dealer advertising and promotional materials to support the sale of Products.

2(C). Unless otherwise agreed in writing, Basshead Supply shall determine applicable shipping instructions. No terms on purchase orders, invoices or like documents by Dealer shall serve to alter or add to the terms of this Agreement. Basshead Supply may accept or reject any order in whole or part, at its discretion.

III. Obligations of Dealer

Dealer agrees to:

3(A). Maintain an in-store display presence for the Products reasonably acceptable to Basshead Supply. Unless Dealer is approved in writing as an installation-only or warehouse-only dealer, such presence should include at least one (1) display/demo unit or approved signage/materials featuring the Products.

3(B). Meet the minimum opening and annual purchase requirements set forth in Section XII (and any written program requirements or SKU/display requirements set forth in an attached exhibit, if any). Dealer's status is evaluated on a calendar-year basis.

3(C). Have its retail sales personnel adequately and properly trained with respect to the Products.

3(D). Use commercially reasonable efforts to maintain sufficient inventory levels and/or ordering availability to meet customer demand, taking into account lead times and Dealer's historical sales. Basshead Supply may recommend stocking levels from time to time.

3(E). Sell Products only to End Users at retail and not to any person or entity for the purposes of resale, distribution, export, or marketplace listing (including sales to brokers, online resellers, or other dealers) without Basshead Supply's prior written consent.

3(F). Ensure that all Dealer advertised or promoted prices for the Products shall be the same or higher than Basshead Supply's Advertising Price Schedule on the Dealer Pricing Sheet. This policy does not restrict the actual price Dealer may sell the Products for to its customers.

3(G). Marketing Activities: Except as otherwise set forth herein, Dealer shall be solely responsible for all costs and expenses related to advertising, marketing, promoting and selling the Products. Dealer shall use its best efforts to promote honestly and vigorously the marketing and sale of the Products to realize the maximum sales potential for the Products. Dealer grants Basshead Supply a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, display, distribute, and create derivative works from any marketing materials, photos, videos, designs, or publicity developed by or for Dealer that feature Basshead Supply's name, logos, trademarks, or Products, for Basshead Supply's marketing and promotional purposes. If Dealer wishes to create its own marketing materials, Dealer shall, prior to its use of such materials, submit such materials to Basshead Supply for approval, which shall not be unreasonably withheld. Basshead Supply will review such materials promptly. Dealer warrants that all documentation and/or verbal descriptions related to Products made by or for Dealer shall be accurate and made in a professional manner. Dealer shall not modify the written warranties of Basshead Supply relating to the Products.

3(H). Trademarks and Trade Names: During the term of this Agreement Dealer shall have the right to indicate to the public that it is an authorized Dealer of Basshead Supply's Products and to advertise such Products under the Trademarks and Trade Names that Basshead Supply may adopt from time to time ("Trademarks and Trade Names"), provided that all representations of the Trademarks and Trade Names that Dealer intends to use shall first be submitted to Basshead Supply for approval (which shall not be unreasonably withheld). Nothing herein shall grant to Dealer any right, title or interest in or to the Trademarks and Trade Names. Upon termination of this Agreement, Dealer shall immediately cease to use same.

3(I). Acquire and maintain, at Dealer's own expense, liability insurance in amounts reasonably satisfactory to Basshead Supply, to cover all activities of Dealer.

3(J). That any and all use of the Basshead Supply Trademark and logo shall be used in accordance with Basshead Supply's Logo Standards.

3(K). To conduct its business operations in compliance with all applicable Federal and State laws, rules and regulations and refrain from unethical false or misleading advertising, promotions and sales efforts.

V. Return Policy

Dealer hereby agrees to abide by Basshead Supply's return procedure set forth below. Upon the receipt of a shipment of Products, Dealer will:

5(A). If shipped via FedEx, UPS or courier, inspect each product for shipping damage or factory malfunctions. If any problem is found, Dealer will contact their Basshead Supply Customer Service Representative immediately. Dealer will obtain and submit within fifteen (15) days an Basshead Supply Return Authorization Number with the date of shipments, appropriate serial number(s), model(s) and color(s) of damaged Product(s). Damaged shipment(s) or Product(s) must be returned within thirty (30) days.

5(B). If shipped via common carrier (Yellow Freight, Roadway, Preston, etc.), Dealer will sign: "shipment subject to inspection." This allows Dealer 15 days to contact common carrier if there are any damaged goods.

5(C). RMA Required: No returns will be accepted without a written Return Authorization (RMA) number issued by Basshead Supply. Returned Products must be properly packaged and clearly marked with the RMA number.

5(D). DOA / Shipping Damage vs. Warranty: Claims for shipping damage must follow Sections 5(A)–5(B). Dead-on-arrival (DOA) claims (non-functional upon first use) must be reported within seven (7) calendar days of delivery. Warranty claims after the DOA period are handled per Basshead Supply's then-current warranty policy and may require troubleshooting documentation.

5(E). Freight Responsibility: Unless Basshead Supply confirms in writing that a Product is defective or shipped in error, Dealer is responsible for all inbound freight on returns/RMAs. For confirmed defects or shipment errors, Basshead Supply may, in its discretion, provide a prepaid label or reimburse reasonable inbound freight. Outbound freight for replacements is at Basshead Supply's discretion.

5(F). Non-Defective Returns / Restocking: Non-defective returns are not guaranteed and require prior written approval. If approved, Products must be new, unopened, in original packaging, and in resalable condition. Basshead Supply may apply a restocking fee and/or refuse returns that are discontinued, damaged, or not in current, sellable condition.

VI. Term and Termination

6(A). Term: The term of this Agreement shall commence on the date of its final execution by an authorized officer of Basshead Supply and shall continue in force for three (3) years (the "Fixed Term") unless terminated earlier. If both Basshead Supply and Dealer do not terminate this Agreement in writing within sixty (60) days before the end of the Fixed Term, this Agreement shall automatically renew for an additional three (3) years. The parties agree that, notwithstanding the number of times this Agreement may be renewed, it is not the intention that it be construed as a contract of indefinite duration.

6(B). Credit Status: If Dealer becomes more than thirty (30) days past due on any Basshead Supply invoice, then Basshead Supply may immediately terminate this Agreement upon giving notice and thereupon this Agreement shall become void, but without prejudice to the rights of either party to monies due or to become due under this Agreement. Notices hereunder shall be delivered to the addresses for the parties listed herein.

6(C). Adherence: The Dealer acknowledges that any violation of this Agreement will lead to an immediate suspension or cancellation of the Dealer Agreement. Reinstatement of the Agreement following any such violation will be solely at the discretion of Basshead Supply.

6(D). Termination for Cause:

1. For a non-material default in the performance of any provision of this Agreement, the non-defaulting party shall provide written notice describing the default. The defaulting party shall have ten (10) business days after receipt of notice to cure the default. If the default is not cured within that period, the non-defaulting party may terminate this Agreement effective immediately upon written notice.
2. Notwithstanding Paragraph 1 above, Basshead Supply may terminate this Agreement immediately upon written notice if Dealer commits a material breach, including, without limitation:
   • Failure to pay amounts due when owed
   • Prohibited Internet Sales or auction/marketplace sales
   • Sale of counterfeit, grey-market, or materially misrepresented Products
   • Unauthorized use or misuse of Basshead Supply's trademarks, trade names, or Proprietary Rights
   • Unauthorized channel sales (including sales to resellers, brokers, exporters, or other dealers without written approval)
   • Breach of confidentiality
   • Fraud or deceptive business practices
   This Agreement shall also terminate, without further notice, upon the institution by or against Dealer of insolvency, receivership, or bankruptcy proceedings; Dealer's making an assignment for the benefit of creditors; Dealer's dissolution; or a sale or transfer of fifty percent (50%) or more of Dealer's ownership.

6(E). Termination for Convenience: Either Basshead Supply or Dealer may terminate this Agreement at any time, with or without cause, upon seven (7) days prior written notice to the other party.

6(F). Effect of Termination: Upon termination of this Agreement for any reason, Basshead Supply shall not be liable to Dealer for, and Dealer hereby expressly waives all rights to compensation, indemnities or damages of any kind, whether on account of the loss by Dealer of present or prospective profits, commissions, anticipated orders, expenditures, investments or commitments made in connection with this Agreement, goodwill created, or on account of any other reason.

1. Upon termination of this Agreement for any reason whatsoever, Dealer shall immediately pay or cause to be paid to Basshead Supply all amounts owed to Basshead Supply. Late payment fees shall apply from the effective date of termination. In addition, Basshead Supply shall have the right to purchase, at its sole election, any or all Products in Dealer's inventory or control at the cost paid by Dealer less a ten percent (10%) restocking fee and plus any credits in Basshead Supply's favor. To be eligible for repurchase, all Products must be new, unopened, in original packaging, and in resalable condition. Dealer shall ship the Products to Basshead Supply within ten (10) days of notice of election, and Dealer shall pay all return freight (and recommended shipping insurance). As to any Products not repurchased by Basshead Supply, Dealer shall have the right to dispose of such products in the regular course of its business.

6(G). Return of Materials: All designs, drawings, photographs, samples, literature, and sales aids of every kind relating to Basshead Supply Products shall remain the property of Basshead Supply. Within ten (10) days after the termination of this Agreement, Dealer shall ship such items to Basshead Supply as Basshead Supply may direct, at Basshead Supply's expense. Dealer shall not make or retain any copies of any "Confidential Information," which may have been entrusted to it.

VII. Rights and Confidentiality

7(A). Proprietary Rights: Dealer agrees that Basshead Supply owns all right, title, and interest in and to all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets ("Proprietary Rights") relating to the design, manufacture, operation, documentation or service of the Products and all translations thereof. The use by Dealer of any of these Proprietary Rights is authorized only for the purposes herein set forth, and upon termination of this Agreement for any reason such authorization shall cease.

7(B). Confidentiality: Each party hereto acknowledges that by reason of its relationship to the other herein it will have access to certain information and materials concerning the other party's business, plans, customers, technology and products that are confidential and of substantial value to such party, which value could be impaired if such information were disclosed to third parties. Without limiting the foregoing, each party agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any information received. Each party shall protect the confidential nature of such Confidential Information with at least the level of care it takes to protect its own confidential information of similar value, but in no event with less than reasonable care.

7(C). Injunctive Relief: The parties agree that any violation by Dealer of any of the proprietary rights or confidentiality restrictions set forth in this Section 7 could cause Basshead Supply irreparable harm without adequate remedy at law. Basshead Supply shall be entitled to seek injunctive relief against any such violation or intended violation by Dealer.

VIII. General Provisions

8(A). Independent Contractors: Basshead Supply and Dealer are independent contractors. Nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as agents, partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Dealer to create or assume any obligation on behalf of Basshead Supply for any purpose whatsoever.

8(B). Indemnity: Dealer shall be solely responsible for, and shall indemnify and hold Basshead Supply free and harmless from, any and all claims, damages or lawsuits (including attorneys' fees) arising out of the acts or omissions of Dealer, its employees or agents and from any claims or liabilities arising out of, or connected to, any breach by Dealer of its obligations under this Agreement.

8(C). Governing Law: The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of California, without reference to conflict of laws principles.

8(D). Entire Agreement: This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter hereof and merges all prior discussions between them. No modification of or amendment to this Agreement shall be effective unless in writing signed by Basshead Supply. Notwithstanding anything to the contrary, Basshead Supply may modify the terms upon thirty (30) days prior notice, given in a fax, letter, electronic mail or other notice. If Dealer does not accept the modification, Dealer may terminate this Agreement by providing written notice of termination that is effective prior to the modification effective date.

8(E). Notices: Except as set forth in Section 8(D), any notice required or permitted by this Agreement shall be in writing and shall be sent by mail, addressed to the other party at the address shown at the beginning of this Agreement. Such notice shall be deemed to have been given five (5) days after deposit in the mail, except that notice of change of address shall be effective only upon receipt.

8(F). Force Majeure: Nonperformance of either party (except for payment obligations) shall be excused to the extent that performance is rendered impossible by strike, fire, flood, act of God, governmental acts, failure of suppliers or any other reason beyond the reasonable control of the non-performing party.

8(G). No Waiver: The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of such provision, or the ability of either party to enforce each and every such provision thereafter.

8(H). Non-assignability and Binding Effect: Dealer agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of Basshead Supply. Subject to the foregoing sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.

8(I). Compliance With Laws: Dealer shall comply with all laws and regulations applicable to Dealer with respect to (i) Products, and (ii) the conduct of business generally. Non-compliance by Dealer or its employees or agents shall be deemed to constitute a material default under this Agreement, justifying termination for default under Section 6(D).

8(J). Severability: If any provision of this Agreement becomes or is declared by an arbitrator or court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. The parties agree to negotiate in good faith and be bound by a substitute, valid and enforceable provision that most nearly effects the parties' intent.

8(K). Venue; Jurisdiction: The parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in Ventura County, California, and each party irrevocably submits to the personal jurisdiction of such courts.

8(L). Attorneys' Fees: In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

8(M). Counterparts; Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original. Signatures delivered by electronic means (including PDF, e-signature platforms, or similar) shall be deemed effective as originals.

IX. Limited Liability

Except as set forth in 6(B), Basshead Supply's total liability under any cause of action arising under this Agreement shall not exceed the amounts received by Basshead Supply from Dealer under this Agreement in the transaction giving rise to the liability. In no event shall either party have any liability to the other or to any other third party, for any lost profits or costs of procurement of substitute goods or services, or for any other indirect, special or consequential damages resulting from the use of the Products, or the failure of the Products to perform, or for any other reason, or arising under any cause of action; provided, however, that this limitation shall not apply to any breach of the confidentiality obligations set forth in 7(B) or to Dealer's exceeding its authority granted herein. It is acknowledged by the parties that nothing in this Agreement shall limit Dealer's obligation to pay amounts already due and owing to Basshead Supply.

X. Payment

Basshead Supply shall submit an invoice to Dealer prior to each shipment of Product ordered by Dealer. The invoice shall cover Dealer's cost for the Products in a given shipment plus any freight, taxes and other applicable costs initially paid by Basshead Supply but to be borne by Dealer. The full invoiced amount shall be paid by Dealer at or prior to delivery of all Products. Credit terms, when approved by Basshead Supply in writing, require payment within thirty (30) days of the date of invoice plus a late payment fee of 1.5% per month, or lesser amount required by law, on amounts not paid within such thirty (30) days. Dealer shall pay all of Basshead Supply's costs and expenses (including reasonable attorneys' fees) to enforce and preserve Basshead Supply's collection rights under this Agreement. For Dealer's telephone orders using a credit card, this Agreement constitutes Dealer's signature (or its ordering party's signature) on file with Basshead Supply.

XI. Assignment

This Agreement may be assigned by Basshead Supply. This Agreement may not be assigned by Dealer.

XII. Minimum Order Amounts

The first order by the Dealer shall total $250 before any shipping costs.

A minimum of $4,000 yearly must be ordered to maintain Dealer status.