GET STARTED ON YOUR PATH TO PROFITS - DSI Systems · PDF fileGET STARTED ON YOUR. PATH TO...
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GET STARTED ON YOUR
PATH TO PROFITS New Authorized Retailer Sign-up Instructions & Training
Authorized Retailer Application & Required Documentation
Dealers will be provided the following documents by their DSI Account Manager. Please complete the
documents as described below:
Fill out the Application Page.
Sign the Signature Page of the Vivint Agreement. You should keep a completed copy for yourrecords.
Request an Insurance Certificate from your insurance agent. An example of a correctly completedcertificate will be provided to you.
Make sure insurance dates are current and will remain current for at least one month. And thecancellation policy requires a 30 day prior written notice required for policy cancellation.
List the following as the certificate holder:
DSI Systems, Inc
3601 109th StreetUrbandale, IA 50322
Note: Insurance certificates without this address or with invalid dates will not be accepted.
Fill out the ACH Form and attach a voided check. An example will be provided.
Fill out the W-9 Tax Form. Make sure all LLC and Partnership business entities check if they area C or S corporation.
IMPORTANT: Authorized Retailers will not be able to sell Vivint products until all of thedocuments listed above have been received by DSI.
The following documents must be sent to DSI:
ü Insurance Certificate
W-9 Tax Form
Fax documents listed above to 1-866-950-2143
– or –
by scanner (preferred) to: [email protected]
If you have any questions or concerns, please contact the DSI Business Development Group at:
1-800-888-8876 opt #2.
1 You submit required documents to DSI.
2 DSI will submit your application with Vivint.
3 Upon Approval DSI will request Login Credentials from Vivint.
4 Login Credentials will take 10-14 days to process. You will be able to activate through Vivint's
Call Center during that time.
5 DSI will send via email your username and password for Vvint's Order Entry (OE) tool.
6 Start making money!
Vivint Authorized Retailer Information Sheet
DSI)Authorized Retailer)Number) ______________________________________Must)have)to)Submit
Main)Authorized Retailer)Contact) ______________________________________First)______________________________________Last)
Authorized Retailer)Name) ______________________________________Full)Legal)Name)of)Company)
DSI AUTHORIZED RETAILER AGREEMENT
This Authorized Retailer Agreement, (“Agreement”), is entered into and effective as of __________, 2016, by DSI Distributing, Inc. (“DSI”), an Indiana corporation with an office at 3601 109th Street, Urbandale, IA 50322 and ________________________, with its principal office _________________________________(“Authorized Retailer”).
DSI is engaged in the business of (i) marketing and installing audio-visual satellite television equipment and (ii) marketing and selling other home services branded products and services, including those offered by Vivint, Inc. (“Vivint”).
DSI has entered into an Agreement with Vivint pursuant to which Vivint’s products may be marketed by DSI through its Dealers (“Vivint Agreement”).
Authorized Retailer desires to market the Vivint home services (“Vivint Home Services”) pursuant to the terms and conditions of this Agreement and the applicable provisions of the Vivint Agreement.
The parties desire to enter into a specific agreement governing their respective rights and obligations relating to offering the products and services contemplated by the Vivint Agreement.
In consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
(1) Services. During the term of this Agreement, Authorized Retailer shall offer the products and services of Vivint in complete conformance with the terms and conditions of this Agreement and the applicable provisions of the Vivint Agreement attached hereto as Exhibit A.
(2) Term; Exclusivity. The term of this Agreement shall commence as of the effective date set forth above and shall continue for two years or for so long as Authorized Retailer continues to otherwise offer any Vivint Home Services under this Agreement and the Vivint Agreement, whichever is later. The term of this Agreement shall automatically renew for an additional one-year period unless either party provides 90 days written notice to the other party prior to the expiration of the current term hereof indicating its intention not renew the term of this Agreement. While Authorized Retailer is not required to exclusively offer Vivint Home Services and may offer and sell other home automation products, Authorized Retailer may only offer Vivint Home Services through DSI and pursuant to this Agreement. If either party terminates this Agreement as provided above, Authorized Retailer may not market, offer or sell Vivint Home Services through any other party for a period of 180 days following the effect date of the termination. The foregoing notwithstanding, this Agreement may be immediately terminated at any time by DSI in the event that Authorized Retailer and/or any of its employees, agents or independent contractors violate any term or condition of this Agreement or the Vivint Agreement.
(3) Fees. For each installed referral of one of the Vivint Home Services packages to a Qualified Subscriber (as defined in the Vivint Agreement) Authorized Retailer shall be compensated as set forth in Exhibit B hereto (“Fee” or “Fees”). Such Fees will be paid within 30 days of receipt by DSI from Vivint of the amount due to DSI for such referral. It is understood and agreed that the compensation set forth in this section and Exhibit B shall be the total consideration for the Dealer’s performance rendered hereunder and pursuant to the Vivint Agreement.
(4) Representations and Warranties. Each party represents and warrants that it has the full right and authority to enter into this Agreement; that its employees, agents and representatives are under no legal restraints to prevent performance hereunder and pursuant to the Vivint Agreement; that it has no obligations or commitments inconsistent with this Agreement and/or its performance hereunder; that it and its employees, agents and representatives have sufficient knowledge, experience, training and licensing to perform their respective businesses, including Dealer’s performance hereunder and pursuant to the Vivint Agreement; and that each party and its employees, agents and representatives will perform its business, including Dealer’s performance hereunder and pursuant to the Vivint Agreement, according to the highest professional standards and the standard of care usually and reasonably expected in the industries in which DSI and Authorized Retailer operate. Authorized Retailer shall perform hereunder and pursuant to the Vivint Agreement in compliance with all reasonable instructions from DSI and/or Vivint, in compete compliance with and pursuant to the Vivint Agreement and all applicable laws, including, but not limited, the telemarketing laws and policies described in the Vivint Agreement
(5) Indemnity Agreement. Authorized Retailer shall indemnify and hold harmless DSI and its officers, members, managers, agents, employees, affiliates, successors, and assigns, from and against any and all claims, losses, deficiencies, liabilities, obligations, damages, penalties, punitive damages, costs and expenses (including reasonable attorney’s fees) (“Claim or Loss”) arising out of or resulting from: (i) any misrepresentations made by Authorized Retailer in this Agreement, (ii) Dealer’s breach of any provisions or covenants contained in this Agreement and/or the Vivint Agreement, (iii) Dealer’s performance hereunder and pursuant to the Vivint Agreement or the performance of its agents, employees, contractors, representatives, associates, affiliates, successors, and assigns, or (iv) Dealer’s violation of any rule, law or regulation pertaining to the performance hereunder and pursuant to the Vivint Agreement, including, but not limited to, federal and state telemarketing acts and the telemarketing policy of Vivint pursuant to the Vivint Agreement.
(6) Limitation of Liability. EXCEPT WITH REGARD TO THE INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, IN NO EVENT SHALL Authorized Retailer, ITS INDEPENDENT CONTRACTORS, EMPLOYEES, AFFILIATES, OR SUBSIDIARIES BE ENTITLED TO HOLD DSI OR VIVINT LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING WITHOUT LIMITATION BUSINESS INTERRUPTIONS COSTS, REMOVAL AND/OR REINSTALLATION COSTS, REPROCUREMENT OR MANUFACTURING EXPENSES, OVERHEAD, INJURY TO REPUTATION OR LOSS OF SUBSCRIBERS, EVEN IF DSI OR VIVINT, AS THE CASE MAY BE, HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT WITH REGARD THE INDEMNIFICATION OBLIGATIONS SET FORTH ABOVE, DEALER’S RECOVERY FROM DSI OR VIVINT, AS THE CASE MAY BE, FOR ANY CLAIM SHALL NOT EXCEED THE COMMISSIONS PAID TO AUTHORIZED RETAILER UNDER THIS AGREEMENT IRRESPECTIVE OF THE NATURE OF THE CLAIM, WHETHER IN CONTRACT, TORT, WARRANTY OR OTHERWISE. NEITHER DSI OR VIVINT, AS THE CASE MAY BE, SHALL BE LIABLE FOR AND AUTHORIZED RETAILER SHALL INDEMNIFY, DEFEND AND HOLD DSI AND VIVINT HARMLESS FROM ANY CLAIMS BASED ON DEALER’S FAILURE TO ACT IN COMPLIANCE WITH ANY INSTRUCTIONS PROVIDED BY DSI OR VIVINT, AS THE CASE MAY BE, OR WITH ANY AND ALL APPLICABLE GOVERNMENTAL CODES AND REGULATIONS, OR ITS EMPLOYEES OR AGENTS, OR FOR DEALER’S FAILURE TO COMPLY WITH THIS AGREEMENT.
(7) Insurance. Neither party shall provide any insurance coverage of any kind for the other Party’s employees or contract personnel. Authorized Retailer will maintain workmen’s compensation insurance as required by applicable law and general liability insurance in an amount of at least one million ($500,000) dollars insuring against covered liabilities to DSI and/or Vivint which may arise hereunder, including without limitation, covered obligations of indemnity pursuant to this Agreement. DSI will be named as an additional insured. Authorized Retailer shall provide to DSI a certificate of insurance and copy of the policy at least annually or otherwise upon request of DSI indicating compliance with this section in form and substance satisfactory to DSI. In addition, Authorized Retailer will require that all persons or parties providing services under this Agreement which require the use of an auto, maintain auto liability insurance in at least the amount of minimum coverage required by applicable state law.
(8) Confidentiality. The parties hereto agree that, as between them, all confidential information and trade secrets provided in connection with this Agreement constitute important material, the unauthorized use or disclosure of which would gravely affect the effective and successful conduct of the parties' business and its goodwill. Both parties covenant and agree that they will not at any time, whether during or subsequent to the term of his work with the other, in any fashion, form, or manner, unless specifically consented to in writing by the other party, either directly or indirectly, use, divulge, disclose, or communicate to any person, firm, corporation, or other entity, in any manner whatsoever, any confidential information or trade secrets. The parties specifically agree that a breach of any of the provisions of this paragraph shall constitute a material breach of this Agreement. The parties acknowledge that any breach or threatened breach by either party of this Agreement will result in immediate and irreparable harm to the other party, for which there will be no adequate remedy at law, and that the parties will be entitled to injunctive relief to restrain the other party from violating this Agreement, or to compel the other party to cease and desist all unauthorized activity, without posting bond or other security. All personally identifiable information regarding individual subscribers, gathered by Authorized Retailer or provided by DSI or Vivint, pursuant to this Agreement is the property of Vivint and its subscribers, and is considered confidential information. Authorized Retailer shall comply with all laws applicable to the management and security of personally identifiable information to ensure that such personally identifiable information, is not disclosed or distributed by any person or entity in violation of the terms of this Agreement or any applicable law.
(9) Assignment. Authorized Retailer agrees that its performance hereunder and pursuant to the Vivint Agreement cannot be assigned or transferred by Authorized Retailer without the prior written consent of DSI.
(10) Relationship and Status. Authorized Retailer understands and agrees that, for purposes of this Agreement, Authorized Retailer is acting in the capacity of an independent contractor and not as an agent, partner or joint venturer of DSI. Authorized Retailer is responsible for obtaining any staffing or administrative support or other assistance necessary to perform hereunder and pursuant to the Vivint Agreement and shall provide and be solely responsible for any and all compensation, benefits, payroll taxes or other obligations and/or insurance to such persons. Authorized Retailer shall pay for all expenses associated with the performance hereunder and pursuant to the Vivint Agreement unless otherwise agreed by DSI. Authorized Retailer acknowledges that it does not have authority to represent or act on behalf of DSI or Vivint except as expressly provided hereunder or pursuant to the Vivint Agreement. Authorized Retailer agrees to comply with all laws related to payment of income, benefits, payroll or other taxes on fees paid for the provision of services hereunder and to indemnify DSI therefrom. Further, as an independent contractor, Dealer’s employees, agents and representatives are not eligible to participate in, nor are they eligible for coverage under, any benefit plans of DSI, or other programs, employment policies or procedures or workers’ compensation insurance of DSI. In consideration of DSI agreeing to use Dealer’s services hereunder, DSI will be released from and indemnified by Authorized Retailer for any liability arising from the failure to provide such plans, programs, policies, procedures and workers’ compensation insurance to Dealer’s employees, agents or representatives or any other individuals providing Services or assistance hereunder.
(11) XMiscellaneous Provisions:
(a) General. This Agreement is specific to the parties’ rights and obligations arising under this Agreement as it relates to the Vivint Agreement and does not alter or effect any other agreements between the parties with regard to other matters. This Agreement constitutes the entire agreement between DSI and Authorized Retailer with respect to the performance contemplated hereunder and pursuant to the Vivint Agreement and supersedes all previous negotiations, commitments and writings. No modifications or amendments hereof shall be effective unless made in writing and signed by Authorized Retailer and DSI; provided, however, that DSI may modify the Fee provisions of Section (3) and/or Exhibit B by notice to Authorized Retailer effective at the time indicated in said notice.
(b) Governing Law; Jurisdiction for Disputes. This Agreement shall be governed by the laws of the State of Iowa, without giving effect to choice of law principles. Any controversy, claim or dispute arising between the parties in connection with this Agreement shall be resolved by litigation conducted in the Iowa District Court in and for Polk County, Iowa. Any breach of this Agreement may result in irreparable damage to DSI for which DSI will not have an adequate remedy at law. Accordingly, in addition to any other remedies and damages available, Authorized Retailer acknowledges and agrees that DSI may immediately seek enforcement of this Agreement by means of specific performance or injunction, without any requirement to post a bond or other security.
(c) Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but each counterpart shall together constitute one and the same instrument.
(d) Payment of Legal Costs by Non-Prevailing Party. In the event it becomes necessary for either party herein to seek legal means to enforce the terms of this Agreement, the non-prevailing party will be liable for all reasonable attorneys’ fees, travel expenses, deposition costs, expert witness expenses and fees and any other costs of whatever nature reasonably and necessarily incurred by the prevailing party as a necessary incident to the prosecution or defense of such action, or in any post-judgment or collection proceeding, plus court costs.
(e) Waiver. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. All remedies afforded in this Agreement shall be taken and construed as cumulative, that is, in addition to every other remedy provided therein by law or in equity. The failure of either party to enforce at any time any of the provisions of this Agreement, or to exercise any option which is herein provided, or to require at any time performance by the other party of any of the provisions hereof, shall in no way be construed to be a waiver or create an estoppel from enforcement of such provision, nor in any way to affect the validity of this Agreement or any part thereof, or the right of either party to thereafter enforce each and every such provisions, or to seek relief as a result of the prior breach.
(f) Notices. Any notice or communication under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand, by a nationally recognized air courier service or through US Postal Service, first class mail, return receipt requested, postage prepaid and addressed to:
If to DSI: Doug Robison DSI Distributing, Inc. 3601 109th Street Urbandale, IA 50322
If to Authorized Retailer: _________________________ _________________________ _________________________ _________________________
(g) Authorized Retailer Acknowledgement. Authorized Retailer ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT AND
AGREES TO ALL TERMS AND CONDITIONS. Authorized Retailer HAS INDEPENDENTLY EVALUATED THE DESIRABILITY OF ENTERING INTO
THIS AGREEMENT AND IS NOT
RELYING ON ANY REPRESENTATION, GUARANTY OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
Independent Subscriber Generator Commission payouts from COMPANY to SALES REPRESENTATIVES, shall not exceed: $350.00 for any Smart Protect Package, $400.00 for any Smart Protect & Control Package, $450.00 for any Smart Complete Package.
Independent Contractor and Independent Subscriber Generator Commission Limitations
PackagesBeginningApril1st2016PackageType Commission AdditionalRMRCommissionVivintStarter $350.00 NotavailableonVivintStarterPackageSmartProtect $450.00 NotavailableonSmartProtectPackageSmartControl $550.00 +$40per$5RMRincreaseSmartComplete $650.00 +$40per$5RMRincrease
MonthlyInstalls Bonus VivintStarter
1-5 $- $350.00 $450.00 $550.00 $650.006-15 $30.00 $380.00 $480.00 $580.00 $680.0016+ $70.00 $420.00 $520.00 $620.00 $720.00
o VivintDoorbellCamera™o IndoorCamera(520IR)o VivintPing™CameraLaunchTBDo VivintElement™Thermostato DoorLocks/Deadboltso GarageDoorControllero OutdoorCamerao AmazonEcho™o Nest®LearningThermostat™
MonthlyActivations VivintStarter Smart
Holdback $40.00 $60.00 $70.00 $80.00
• Aportionofeachsaleisheldinescrowfor180days• Theamountheldbackisdeterminedbythepackage• Onthe7thmonth,dealersarereimbursedfortheirholdbackifunitsarestillactive
• Chargebackamount100%• HoldBackBalancesareusedfirsttopayanychargebackbalances• IntheeventtherearenoHoldbackfundstocoverachargebackorchargebackbalance,
AdditionalEquipment CommissionsDoor/WindowSensor $20.00RecessedDoorSensor $20.00Sensor $20.00GlassBreak $40.00KeyFob $20.00MedicalPendant $20.00CODetector $40.00SmokeDetector $40.00TempSensor $40.00FloodSensor $40.00SecondTouchPad $60.00FixedCamera $15.00PanandTiltCamera $35.00RemoteControlDoorLock $35.00LampModule $8.00AdditionalThermostat $35.00
There will be a minimum required activation fee of $99.00 for each install. There will be adeductiononallaccountsinwhichtheactivationfeedoesnotmeettheminimumrequirementof$99.00.Thedeductionwillbethedifferenceinactivationchargedandthe$99.00minimumtimes50%oneachoftheseaccounts.Inadditional,Vivintwillpaycompany50%ofthedifferenceaboveandbeyondthe$99.00activationfeeupto$198.00.
ActivationFeeCollected FeeMinus$99.00Minimum DealerCommissionEarned198.00$ 99.00$ 49.50$ 149.00$ 50.00$ 25.00$ 99.00$ -$ -$ 49.00$ (50.00)$ (25.00)$ -$ (99.00)$ (49.50)$
Smart Complete Sky Control Panel w/ Cellular & Two Way 9 Points of Security Protection Includes 2 of the following automation devices ($5 RMR):
Indoor Camera Door Lock Thermostat Doorbell Camera Garage Door Controller
1 of the following automation PLUS devices ($10 RMR) Outdoor Camera (required $69 install fee) Space Monkey
**Customers can customize their system by adding as many automation devices as they want beyond those included in the package by purchasing the equipment or by increasing their RMR for each additional device.
1 Yard Sign Lifetime Service One Time Activation $99.00 Monthly Service Charge $70.99
Smart Control Sky Control Panel w/ Cellular & Two Way 9 Points of Security Protection Includes 2 of the following automation devices ($5 RMR):
Indoor Camera Door Lock Thermostat Doorbell Camera Garage Door Controller
OR 1 of the following automation PLUS devices ($10 RMR) Outdoor Camera (required $69 install fee) Space Monkey **Customers can customize their system by adding as many automation devices as they want beyond those included in the package by purchasing the equipment or by increasing their RMR for each additional device. 1 Yard Sign Lifetime Service One Time Activation $99.00 Monthly Service Charge $60.99 Smart Protect Sky Control Panel w/ Cellular & Two Way 7 Points of Security Protection 1 Yard Sign Lifetime Service One Time Activation $99.00 Monthly Service Charge $49.99 Vivint Starter Sky Control Panel w/ Cellular & Two Way 5 Points of Security Protection 1 Yard Sign Lifetime Service One Time Activation $399.00 Monthly Service Charge $39.99
EXHIBIT B TO VIVINT AUTHORIZED
RETAILER AGREEMENT Authorized Retailer, represents, warrants, and agrees as follows:
1. In performing and agrees as follows: its obligations under this Agreement, AuthorizedRetailer shall conduct its business and represent Vivint in a professional, ethical, legal andbusinesslike manner. Authorized Retailer agrees that it will: (a) utilize only competentpersonnel; (b) conduct its operations at all times in such a manner that its actions or theactions of its personnel will not jeopardize Vivint’s relationships with theircommunities of operation and with their actual and potential subscribers; and (c)ensure that personnel maintain a polite, cooperative manner when dealing with any andall prospective and actual subscribers.
2. The execution, delivery and performance of this Agreement by Authorized Retailer,including the performance of any of the underlying services, will not violate any lawsor regulations, including those pertaining to advertising, telemarketing, privacy, datasecurity and/or general consumer protection.
3. Authorized Retailer shall at all times comply with any and all applicable laws, regulations,state and local l icensing and permit t ing requirements, and other governmentalrequirements in performing its obligations and exercising its rights under thisAgreement, and shall take appropriate action to secure a similar representation andwarranty from any employees or independent contractor engaged by Authorized Retailer toperform services under this Agreement.
4. Authorized Retailer holds any and all federal, state, and local licenses and permits requiredto perform its obligations and services under this Agreement, including, but not limitedto, marketing Vivint’s Home Services.
5. Authorized Retailer shall supply DSI copies of marketing scripts, including any and alltelemarketing, media advertisements prior to use of such advertisements to market Vivint’sHome Services, generate subscribers or make sales. Authorized Retailer shall only usesuch advertisements on behalf of Vivint after receiving approval from DSI to do so.Authorized Retailer shall not rely on script approval as an indication that scripts are legallysufficient, but agrees that Authorized Retailer is solely responsible for ensuring that anyscripts comply with any and all applicable laws, rules, or regulations. All mediaadvertisements and marketing materials used Authorized Retailer must include languageindicating Authorized Retailer is a “Vivint Authorized Retailer” or “Vivint AuthorizedReseller” of Vivint’s Home Services. Authorized Retailer employees or independentcontractors going door-to-door shall not include any Vivint logo on their uniforms.
6. Authorized Retailer shall comply and contractually require its employees andindependent contractors providing services under this Agreement to conduct all emailmarketing campaigns in compliance with federal and state laws and regulations,including, but not limited to, the CAN-SPAM Act of 2003. Each advertising campaignthat will be distributed via email shall contain the Dealer’s postal address and a functioningunsubscribe mechanism which, when activated by a user, will actually and permanentlyremove the user’s email address from the Dealer’s database and, where provided, a non-misleading and accurate “Subject Line” and/or “From Line.” Authorized Retailer shallmaintain a master suppression list that includes the email
addresses of all users that have activated the Dealer’s unsubscribe link or otherwise asked to be removed from Dealer’s email list. Authorized Retailer shall provide such master suppression list to DSI upon request in the format specified by DSI and/or Vivint so that DSI and Vivint may sync up their own master suppression lists against Authorized Retailer’ suppression list.
7. Authorized Retailer shall comply with, and contractually require its employees andindependent contractors performing services under this Agreement to comply with, anyand all federal, state, or local telemarketing laws and regulations, including, but not limitedto, Do Not Call (DNC) laws and regulations including but not limited to the TCPA andits Amendment regarding calling cellular phones, alarm licensing, and localpeddler’s licensing and permitting laws and ordinances as required when generatingsubscribers on behalf of Vivint. All outbound calls shall be scrubbed against any and allapplicable federal and state DNC lists, DSI and Vivint's internal DNC list, and wirelesslists, unless an exemption applies under both federal and state telemarketing laws. Ifrelying on an exemption to avoid scrubbing against any of these lists, AuthorizedRetailer shall maintain records that document the type, source and basis of theexemption, including, without limitation, applicable IP addresses, time/date stamps, andsite sources URL(s). For all telemarketing campaigns conducted on behalf of Vivint, arepresentative of Authorized Retailer shall execute campaign initiation forms asrequired by DSI or Vivint.
8. Authorized Retailer and its employees and independent contractors performingservices under this Agreement shall not use an Automated Telephonic Dialing System(ATDS) to call cell phone numbers without Prior Written Express Consent to do so. Uponrequest from DSI or Vivint, Authorized Retailer shall provide documentation surroundingthe type of dialing system being used to make such calls to cell phones.
9. Authorized Retailer shall comply with all telemarketing laws and contractually require itsemployees and independent contractors performing services under this Agreement notuse prerecorded messages or text messages for marketing purposes or to otherwisegenerate subscribers for Vivint. Authorized Retailer shall provide DSI with writtenaffirmation under oath that it does not engage in prerecorded or text messages campaigns.
10. Upon request, Authorized Retailer shall supply DSI with all requested records pertaining toits advertising, marketing, telemarketing and/or practices.
11. Authorized Retailer shall solicit subscribers only for the purchase of those HomeServices that are authorized by Vivint in writing from time to time to be sold orleased in the Dealer’s territory; provided, however, that neither this provision nor anyother provision of this Agreement shall prohibit Authorized Retailer from offeringsubscribers or other customers any and all other products and services unrelated to theVivint Home Services.
12. All potential subscribers for Vivint Home Services must qualify for the offer for HomeServices under Vivint's policies and procedures in force at the time, including, but not limitedto, (a) a FICO score greater than or equal to 600, (b) current ownership of the residencewhere the system will be installed, (c) electronic payments, (d) successful completion by thesubscriber of a pre-installation survey, and (e) subscriber must live within the territory in
which Vivint Home Services are offered. In addition, each subscriber must execute a standard Vivint System Purchase and Services Agreement (“PSA”) for the Vivint Home Services with a minimum initial term of forty-two (42) months. Subscriber qualifications, reviews and the issuance of any subscriber contracts shall at all times remain the ultimate responsibility of Vivint.
13. Under this Agreement, it is anticipated that Dealer’s marketing efforts will lead to phoneconversations with prospective subscribers. In any conversation (either in-person or over thephone) with a prospective subscriber where the prospective subscriber expresses interest inVivint’s Home Services, Authorized Retailer will (a) with the subscriber's express,informed consent, which consent shall be documented through a recording or other means,obtain a credit score for the prospective subscriber, and (b) determine whether theprospective subscriber satisfies Vivint's underwriting standards (as provided by Vivint). Ifthe prospective subscriber (a) has a qualifying credit score, (b) satisfies Vivint'sunderwriting standards, and (c) expresses interest in entering into a PSA with Vivint forHome Services, then Authorized Retailer will assist the subscriber in making a depositpayment to Vivint in an amount equal to the Activation Fee, the first month’s ServicesFees, and any other installation or equipment charges under the terms of the PSA, andschedule an installation date. Company’s Independent Contractor’s will connect theexisting phone call with the prospective Subscriber to Vivint, at which time Vivint willconduct a pre-installation survey with the prospective Subscriber. At such time the VivintOE System is functioning and to the extent available, Company may have the right to accessthe Vivint OE System to schedule physical installation of the Home Services andPackages. If scheduling is not available or practical using the Vivint OE System, Company’sIndependent Contractor’s may either (a) connect the prospective subscriber to Vivint, atwhich time Vivint will conduct a pre-installation survey and schedule any installation withthe prospective Subscriber, or (b) Company’s Independent Contractors may inform theprospective customer that a representative of Vivint will contact them directly to performsuch functions.
14. During the Term of this Agreement, Authorized Retailer shall not receive or accept anycash or any instrument drafted as payable to Authorized Retailer in connection with theperformance of Dealer’s duties hereunder for any Vivint Home Services provided by Vivint.
15. The total compensation as provided herein shall be allowed provided (a) AuthorizedRetailer is in compliance with the terms of this Agreement, and (b) such compensation isin compliance with all applicable laws and regulations. Authorized Retailer shall beresponsible for any and all expenses that it incurs including, but not limited to, rentals,transportation facilities, remuneration of any and all employment related expenses or costs,postage, administration fees, license fees, and all other agency expenses of whatever nature.The conduct by Authorized Retailer of its business shall be at its own sole cost, credit, risk,and expense. Any compensation now or hereafter alleged to be due to Authorized Retailerunder this Agreement will first be applied to liquidate any indebtedness or other liability ofAuthorized Retailer to DSI. Authorized Retailer and DSI agree that no compensation willbe due hereunder if its payment will violate any law, rule or regulation. Neither DSI norVivint make any minimum volume commitments over the course of the term of thisAgreement, and may, at their sole discretion, set maximum volumes on Dealer’s activity.
VIVINT DOOR-TO-DOOR CODE OF CONDUCT
1. Consumer Relations
a. Representatives must carry identification at all times.i. The identification must be clearly visible to consumers and have the
name of the representative, the identification number, and an accurate photo of the representative.
b. Representatives must wear a Authorized Retailer approved uniform at all times whenselling goods or services.
c. At the initiation of a sales presentation, representatives must not identifythemselves as being “with Vivint” or “working for Vivint,” rather shall only mention Vivint services after soliciting another Authorized Retailer service to the consumer first.
d. Representatives shall not (i) generically identify themselves as being from “thealarm company” or “the security company”; or (ii) state that they are simply upgrading or updating the customer’s system.
e. Representatives shall be properly licensed and registered in compliance withany applicable laws, ordinances and regulations.
2. Consumer Respect
a. Representatives shall discontinue a sales presentation and immediately leavethe premises upon the request of a consumer;
b. Representatives shall not approach a consumer’s premises if a “NoSolicitation”, “No Soliciting”, or “No Trespassing” sign is posted;
c. Representatives shall not remove another company’s alarm equipment orsignage from a customer’s property.
d. All contact with consumers shall be made in a polite manner and duringreasonable hours.
3. Deceptive or Unlawful Business Practices
a. Representatives shall not engage in deceptive, misleading, unlawful, orunethical business practices. Representatives shall not falsely state or imply any of the following to a potential customer:
i. That a competitor is going out of business or is in financial difficulty;ii. That a competitor does not exist, or that it is changing or has changed its
name; iii. That the Representative’s company is acquiring, merging with, has been
taken over, or is part of a competitor; iv. That the Representative is a representative or agent for, is acting on
behalf of, or is otherwise acting with the consent or approval of a competitor;
v. That the Representative’s company is the “sister” company of acompetitor;
vi. That the Representative’s company manufactures the equipment used bya competitor;
vii. That the Representative’s company is performing routine maintenance ona competitor equipment;
viii. That any change proposed during a sales solicitation is an “update” or“upgrade” of an existing system when such a transaction requires an agreement with a person, company, or entity different than the consumer’s existing alarm system or alarm monitoring service agreement;
ix. That the Representative’s company, or any other entity, is “taking over”the monitoring of a competitor’s accounts or has purchased the customer’s account from a competitor;
x. That a competitor is not, or has stopped, or is no longer capable ofmonitoring the alarm system for that person or residence;
xi. That the Representative or the Representative’s company is affiliatedwith, has the endorsement of, or is in any manner acting at the direction of, any governmental or law enforcement agency;
xii. That the consumer or prospective consumer has been specially selected toreceive a bargain, discount, or other advantage;
xiii. That the consumer commodities that are being offered for sale cannot bepurchased in any place of business, but only through direct solicitation; or
xiv. That the consumer or prospective consumer will receive a discount,rebate, or other benefit for permitting his home or other property, real or personal, to be used as a so-called “model home” or “model property” for demonstration or advertising purposes.
b. Representatives shall not:i. Misrepresent the capabilities of their products or services;
ii. Quote statistics, purported costs savings, or provide other informationthat is known to be false or misleading, and that the Representative has not made a reasonable effort to objectively quantify or substantiate;
iii. Falsely represent to a consumer that someone has purchased or endorsedthe Representative or the company the Representative represents; and
iv. Write or assist a customer to cancel their existing service.
4. Sales Presentation
a. Representatives shall offer potential customers accurate information regarding:
i. Price;ii. Performance of equipment and services;
iii. Credit requirements and other qualifying requirements;iv. Terms of payment;v. Cooling-off or right of rescission periods;
vi. After-sales service; andvii. Installation scheduling.
b. When making comparisons with another company’s products and services,Representative must use truthful information based on facts that can be objectively substantiated.
c. Representative shall take appropriate steps to safeguard the protection of allprivate information provided by a consumer, a prospective consumer, or other independent salespeople.
d. Representative shall always inform the prospective consumer of a creditauthorization requirement and receive customer consent before requesting the credit authorization.
e. Representatives shall give accurately answer questions from consumers.
Authorized Retailer Compliance Documentation
Vivint understands that Authorized Retailer has policies in place not allowing any telemarketing. However, if Authorized Retailer decides to begin telemarketing on behalf of Vivint, Authorized Retailer represents and warrants that it will establish all the documentation, policies and procedures set forth below. Upon request, Authorized Retailer shall submit such documentation to Vivint in order to show compliance with local, state, and federal laws and regulation, including but not limited to, the following:
Do Not Call Policy (Corporate & Consumer Versions)
Authorized Retailer has a written Do Not Call policy. This is the version used to train employees. Authorized Retailer has a consumer version of the Do Not Call Policy. This is the version that is sent to consumers upon demand.
Written Compliance Guidelines
Authorized Retailer has established written compliance guidelines. These guidelines include any documentation pertaining to the Dealer's compliance related policies, procedures and processes. The guidelines categories include procedures and policies for compliance issues such as:
o Compliance with third party DNC list acquisition requirementso List download and update scheduleo Verification procedureso National, state, wireless, internal DNC suppressiono State telemarketer registration processo Employee compliance training procedureso Call procedures
Scripts o Prohibited calls Calling time restrictions Abandoned calls Transmit caller ID Non-rebuttal Threaten or intimidate a consumer or use obscene language Intentional annoyance, abusiveness or harassment Required oral disclosures
Inbound up sells Response to DNC request Response to DNC Policy request Do Not Call Compliance Manager
o Record keeping and archival standardso Campaign managemento Script reviews and adherenceo Call abandonment rate complianceo Legal review processo Monitoring and enforcement procedureso Data security (as it relates to compliance data)
Compliance Training Materials
Authorized Retailer has their compliance training materials as well as a written description of how the training is developed, conducted, recorded and reported. This training is centric to DNC and telemarketing compliance, script compliance and compliance with Vivint's contractual requirements.
Do Not Call Registrations (Federal)
Authorized Retailer has written procedures showing how it accesses Vivint's version of the national registry for each new campaign and at least every 30 days for extended campaigns.
Do Not Call Registrations (State)
Authorized Retailer has certifications of registration from all states relevant to the Dealer's telemarketing activities on behalf of Vivint. Generally, telemarketers should meet the state registration requirements for approximately 35 states (some exemptions may apply). Authorized Retailer has records of updates reflecting material changes in the Dealer's and Dealer's registration.
Wireless Block & Portability
Authorized Retailer has documentation explaining the process used to manage the wireless block and portability lists. Documentation must include procedures used to suppress calls using automated dialing equipment to wireless telephone numbers.
Established Business Relationship (EBR) Campaigns
Authorized Retailer has a written process it uses to ensure EBR campaigns are suppressed against Vivint's internal DNC list. Also, Authorized Retailer must describe the methodology used to ensure calls are made within the federal and state EBR time period guidelines.
Authorized Retailer has a written script used for Vivint calling campaigns. The scripts should be complete and include the branches and sequences relative to called party responses.
National Do Not Call Registry
Authorized Retailer has historical DNC registry download activity reports for the past 5 years. These reports should indicate each occasion the registry was accessed over the past 2 years.
State Do Not Call Registry
Authorized Retailer has a record of receipt for purchase of the DNC lists for states that publish their own lists, or a statement regarding how compliance is achieved through a compliance partner. (CO, FL, IN, LA, MA, MS, MO, OK, PA, TN, TX, WI, WY). Authorized Retailer has reports showing the frequency of download or receipt of state lists. Authorized Retailer has text files of current versions of state Do Not Call list files.
Wireless Block & Portability
Authorized Retailer has reports indicating downloads of the Wireless block and NeuStar lists for the past two years. Authorized Retailer has a text file of current version of wireless block and NeuStar lists.
Vivint Campaign File
Authorized Retailer has the following Vivint campaign files:
Currently or last active campaign files o Currently or last active campaign raw file (prior to compliant suppressions) o Same file as
above after compliant suppressions were completed o Currently used Vivint internal DNC lists files (telephone numbers and dates)
Historical campaign files o Historical campaign raw-file from Jan, 2008o Same file as above after compliant suppressions were completedo Historical Vivint DNC list file used during this campaign (telephone numbers and dates)
Campaign Record Keeping
Authorized Retailer must provide proof of maintaining Vivint campaign records for at least a 5 year period as required by federal regulations. Archive event logs, dialer logs or other similar means will suffice. Relevant campaign records include:
o Campaign calling listso Call disposition recordso DNC requestso Scripts
Training Record Keeping
Authorized Retailer must provide copies of compliance training records indicating the subject of the training, date, time and results of training for employees dating back at least 5 years.
Call Abandonment Records
Authorized Retailer must provide dialer records or reports relative to Vivint campaigns for the past 5 years that reflect actual call abandonment rate per campaign, by month.
Holdback for six months
Holdback is defined as a percentage of all base commissions paid in each period. This money is reserved to cover the liability of cancelling accounts within the first six months. The holdback is kept for a six month period, upon completion of the term DSI is responsible to repay the amount withheld. Chargeback’s are defined as reimbursement for paid commissions from cancellations within a six month liability term. This reimbursement is determined as the full base commission paid less holdback. For example: A $500 base commission paid out less a $50 holdback would result in a $450 chargeback as reimbursement for a cancelled account within the first six months. The chargeback amounts are deducted from the pool created by the holdbacks. In the event that a negative balance created by chargebacks is greater than the holdback repayment pool, DSI will subtract the remaining balance from the next commission payment. Furthermore, if there is no corresponding commission payment from which to deduct the remaining amount, the Authorized Retailer will be obligated to make complete payment to DSI within one month.
Independent Contractor and Independent Subscriber Generator Commission Limitations
IN WITNESS THEREOF, the parties by their duly authorized representatives have caused this Agreement to be executed effective as of the date first above written.
DSI: DSI Distributing Inc.
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREFORE, THE INSURER AFFODING COVERAGE WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENATIVES. 30 DAYS PRIOR WRITTEN NOTICE REQUIRED FOR CANCELLATION
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
(A/C, No, Ext):PHONE
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject tothe terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
N / A
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
$PROPERTY DAMAGEBODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
SCHEDULEDALL OWNEDANY AUTO
Y / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?(Mandatory in NH)
DESCRIPTION OF OPERATIONS belowIf yes, describe under
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
TORY LIMITSWC STATU-
POLICY NUMBERTYPE OF INSURANCELTRINSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required)
UMBRELLA LIAB $EACH OCCURRENCE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCEDAMAGE TO RENTED
$PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
ACORD 25 (2010/05) © 1988-2010 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
BIN Insurance Holdings, LLC1301 Central Expy. South, Suite 115Allen, TX 75013
DSI Systems Inc. 3601 109th Street Urbandale, IA 50322
x x x
The Policyhas not expired
Indicate DSI System Inc is an additional insured: For example, "Certificate Holder"is an addtional insured, on the "Comprehensive General Liability Policy" or "DSI Systems Inc. is an Addional Insured on the Comprehensive General Liability Policy
Any additional language in this box should not limit the insurance coverage to specific services. For example, if this box includes "Alarm, or Alarm System", this language needs to be deleted by the insurance agent or the agents need to add, "and Security and/ or Home Automation installation." this ensures services provided for DSI Systems Inc are covered.
Form W-9(Rev. December 2014)Department of the Treasury Internal Revenue Service
Request for Taxpayer Identification Number and Certification
Give Form to the requester. Do not send to the IRS.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification; check only one of the following seven boxes:
Individual/sole proprietor or single-member LLC
C Corporation S Corporation Partnership Trust/estate
Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)
Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.
Other (see instructions)
4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):Exempt payee code (if any)
Exemption from FATCA reporting
code (if any)(Applies to accounts maintained outside the U.S.)
5 Address (number, street, and apt. or suite no.)
6 City, state, and ZIP code
Requester’s name and address (optional)
7 List account number(s) here (optional)
Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.
Social security number
orEmployer identification number
Part II CertificationUnder penalties of perjury, I certify that:1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal RevenueService (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I amno longer subject to backup withholding; and
3. I am a U.S. citizen or other U.S. person (defined below); and4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.
Signature of U.S. person Date
General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.
Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.
Purpose of FormAn individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)
• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.
By signing the filled-out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),
2. Certify that you are not subject to backup withholding, or
3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and
4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.
Cat. No. 10231X Form W-9 (Rev. 12-2014)
DSI Distributing, Inc. DSI Dlr ID__________
ACH Payment Enrollment Form To enroll in ACH payment, simply fill out this form and Return to DSI with voided check.
Attach a voided check for your checking account. This will help ensure that your money is deposited correctly. DO NOT ATTACH A DEPOSIT SLIP.
John Q. Public 111 Main St 0101 Des Moines, IA Date____________________
Pay to the Order Of_______________________________________ $ ______________ _______________________________________________________________DOLLARS
Main Street Bank 222 Main Street Des Moines, IA 50322
|¦012345678|¦ 123456789 ¦| 0101
Checking Account # always between these two marks
Routing Transit # (a 9 digit number always between these two marks)
Check # (not needed for sign-up)
Important! Please read and sign before submitting
I hereby authorize DSI Systems Inc. (hereinafter “Company” to deposit any amounts owed me by initiating credit entries to my account in the financial institution (hereinafter “Bank”) indicated on this form. Further, I authorize Bank to credit any entries indicated by Company to my account. In the event that Company deposits funds erroneously into my account, I authorize Company to debit my account for an amount not to exceed the original amount of the erroneous credit. This authorization is to remain in full force and effect until Company and Bank have received written notice from me of its termination in such time and in such manner as to afford Company and Bank reasonable opportunity to act on it. Please mail a voided check attached to this form to:
DSI Systems Inc, FAX Form & Voided Check 8530 Cobb Center Drive or Kennesaw, GA 30152
Company Name:______________________________________ TAX ID #
Account Holders Signature: ________________________________ Date:______________________
For Electronic Copy of Payment details please provide e-mail address(es) here:
______________________________________ _______________________________________ __