IHIJI INVISION DEALER AGREEMENT

This Agreement is by and between ihiji, Inc., a Delaware corporation located at 3925 West Braker Lane, Austin, TX 78759, hereinafter referred to as "Seller", and you, hereinafter referred to as "Dealer". Dealer agrees to these terms when Dealer logs-in, activates or accesses the ihiji invision system. We may update the Terms in the future, and you will be able to find the most current version of this agreement at https://invision.ihiji.com/legal/.

Now, therefore, it is mutually agreed:

1. DEALER'S SELLING RIGHTS. Seller agrees to sell to Dealer products and services manufactured and/or created by Seller ("Products") subject to the terms and conditions set forth herein. Seller grants to Dealer the non-exclusive right of selling the Products at the address(es) set forth above or at such other address(es) approved in writing by Seller.

2. DEALER REQUIREMENTS

a. Training. Dealer must attend a minimum of one (1) annual training, either in person, by phone, or online by Seller on how to properly sell and support Products. New Dealer employees that sell or support Products must be scheduled and complete training on Products within (8) weeks of hire date. A new Dealer is required to schedule and attend a technical/installer training of Products conducted by Seller, either over the phone, online, or at a location at Seller's choice, within (4) weeks of receiving Dealer authorization.

b. Forecast of Orders. At Seller's request, Dealer will furnish, on forms and in the format requested by Seller, a sales forecast of Products for the next (3) calendar months.

c. Orders. Dealer shall submit orders for Products using a conventional purchase order by telephone, fax, mail and web, if available. All orders will be governed by the terms of this agreement. No such terms may be modified, or additional terms added, without the written consent of Seller. Seller may reject any order at any time.

d. Minimum Annual Quantities. Dealer must purchase a minimum four Products from Seller in a calendar year in order to remain a Dealer. Products include the invision appliance and invision software subscriptions. Accessories, upgrades, demo units, and special promotions do not count towards the minimum, unless specifically indicated by Seller.

e. Annual Updates. At least once a year, Seller will contact Dealer to review the business relationship, ask for feedback from Dealer, and update Dealer's contact information and business metrics. It is required for Dealer to be available for the annual update, given reasonable scheduling.

3. PRICING.

a. Established Prices. The prices for the products shall be those established by Seller and in effect at the time of shipment, together with handling charges determined by Seller, which shall include reimbursement to Seller for any shipping charges and any tax which it has paid, incurred or agreed to pay on the Products.

b. Right to Change Prices. Seller has the right, at any time, to change prices, discounts, terms and provisions affecting the Products without prior notice, and the changes herein shall apply to any orders that have not been shipped prior to such change.

c. Resale Certificate. Dealer must provide Seller with an authorized resale certificate from any state, county, and/or any other taxing authority that has authority to impose sales or use tax within any location that receives Products. If Dealer does not provide such a resale certificate, Seller may add any sales or use taxes to the price of Products sold to Dealer that Seller, in its sole discretion, believes may be imposed on the sale of such Products.

4. PAYMENT. Payment for said Products purchased by Dealer shall be made in accordance with the terms on the original invoice for said Products, unless Seller otherwise provides variant terms in writing. Receipt of any check, draft or other commercial paper shall not constitute payment until Seller has received cash in the full amount thereof. If Seller fails to pay any amount invoiced when due, Dealer shall be required to pay any costs or expenses (including, without limitation, attorneys' fees) incurred by Seller in collecting such amount.

5. TITLE. For the purpose of securing payment to Seller, title to any Products sold to Dealer shall remain with Seller until receipt by Seller in cash of the full purchase price thereof. Seller shall have the right to retake possession of and resell said Products until title thereto shall have passed to Dealer. In addition, Seller shall retain, as security for the payment of any outstanding amounts due under invoices, a purchase-money security interest in any Products held by Dealer,, and Seller may file a financing statement and take any other action in order to perfect Seller's security interest in such Products.

6. SHIPMENTS

a. Mode of Shipment. Seller will endeavor, whenever practicable, to follow Dealer's requests with regard to route and method of shipment but reserves the right to ship the Products purchased by Dealer hereunder by whatever mode of transportation, by whatever route, and from whatever point it may select.

b. Delivery Charges. Dealer will be responsible for, and reimburse Seller for: any charges, including transportation charges, for the delivery of Products made to Dealer hereunder.

c. Demurrage. Dealer shall be responsible for and shall pay any and all charges for demurrage, storage, or other charges accruing after arrival of such shipment at destination.

d. Diversions. If diversions of shipments are made upon Dealer's request or are made by Seller as a result of Dealer.s failure or refusal for any reason, to accept shipments made pursuant to Dealer.s orders, Dealer agrees to pay the additional charges and expenses incident to such diversions, but in no event shall Dealer pay Seller an amount in excess of the charges or expenses incident to returning shipments to their original shipping points.

e. Risk of Loss or Damage. Seller shall not be liable to Dealer for any loss or damage to any of the Products purchased hereunder after delivery thereof by Seller to Dealer or to a carrier for shipment to Dealer, whichever shall first occur, and Dealer shall be responsible for filing all claims for loss of or damage to any of the Products purchased hereunder while in the possession of any carrier. Seller shall, however, provide reasonable assistance to Dealer in connection with such claims.

7. WARRANTY. Except for the warranty extended to original purchases of the Products from Seller, SELLER MAKES NO WARRANTY EXPRESS OR IMPLIED, AND ANY IMPLIED WARRANTY, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY SUCH WARRANTIES ARE EXCLUDED FROM THIS AGREEMENT. Seller shall have no liability if the goods are subject to abuse, misuse or negligence or are modified or altered in any way.

Dealer's exclusive and sole remedy on account or in respect of the furnishing of goods that do not conform to this contract, or to any express or implied warranty, shall be to secure replacement or repair thereof or a refund of the contract price paid thereof. The Seller shall not, in any event, be liable for the cost of any labor expended on such goods or for any special, direct, indirect, incidental or consequential damages to anyone by reason of the fact such goods do not conform to this contract or to any express or implied warranty.

8. CONDITIONS OF SALE

a. Change of Design. Seller may change the design or specifications of any of the Products at any time without notice and without obligation to make the same or any similar change upon any Products previously purchased by or shipped to Dealer.

b. Failure to Fill Orders. Seller shall not be liable for failure or delay in filling orders of Dealer, 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, to any labor trouble of Seller or its suppliers or to any acts beyond the control of Seller. Dealer shall not be liable for any failure to accept shipments of Products ordered from Seller, where such failure is due to any cause beyond the control or without the fault or negligence of Dealer.

9. OPERATION OF DEALER.S BUSINESS

a. Facilities. If Dealer operates a showroom, Dealer shall establish, maintain and equip, in a manner satisfactory to Seller, a place of business at the address shown above (or at such address(s) approved in writing by Seller) for the proper representation of the Products. If Dealer establishes a separate branch operation or place of business or moves his/her place of business or any part of the business conducted by Dealer hereunder to a new location, Dealer must give Seller sixty (60) days prior written notice.

b. Personnel. Dealer shall employ adequately trained personnel in all departments including, without limitation, competent and knowledgeable sales, support and installation resources.

10. TRADEMARKS AND SERVICE MARKS.

a. Exclusive Ownership. Seller is the exclusive owner of the various trademarks and service marks, including ihiji, invision, ihiji invision, and several other word and design marks which Seller uses in connection with the Products.

b. Use By Dealer. Dealer is granted the non-exclusive privilege of displaying such trademarks and service marks in connection with the sale of the Products, provided, however, that Dealer shall discontinue the display or use of any such mark, or change the manner in which any such mark is displayed or used, when requested to do so by Seller.

c. Discontinuance of Use Upon Termination. Dealer will, upon termination of this agreement, immediately discontinue all use and display of any such marks. Thereafter, Dealer will not use, either directly or indirectly, any such marks or any other marks so resembling said marks as to be likely to cause confusion or mistake or deceive the public.

d. Alterations. Dealer agrees that it will not remove or modify any marks of Seller affixed to the Products or their packaging. Dealer agrees that is shall not affix any additional name, trademark or trade name or trade designation to the Products or packaging therefore which bears any marks of Seller.

e. Dealer's Liability for Failure to Discontinue Use. If Dealer shall refuse or neglect to keep and perform the provisions of subsections (b), (c) or (d) above, Dealer shall reimburse Seller for all costs, attorney.s fees and other expenses incurred by Seller in connection with legal action to require Dealer to comply therewith.

11. INDEMNIFICATION. Seller shall indemnify Dealer against judgment for damages and costs which may be rendered against Dealer in any suit brought on account of the alleged infringement of any United States patent by any product supplied by Seller hereunder unless modified or altered by Dealer, provided that prompt written notice be given to Seller and that Seller be allowed to settle or defend it as Seller may see fit and that every reasonable assistance in settling or defending it shall be rendered by Dealer.

12. TERM. This agreement shall become effective as of the day and year first above written and shall continue in effect until January 1, 2011. This agreement shall automatically renew on each January 1 for another 12-month term unless cancelled in writing by either party.

13. PROMOTIONAL MATERIALS. Dealer shall receive from Seller for sales promotion purposes such as handbooks, sales plans, circulars, advertising, suggestions, printed, commercial and technical information, and other publications which Seller may have available from time to time for distribution and which Seller, in its sole discretion, feels will be useful to Dealer in sales efforts.

14. TERMINATION

a. Termination for Other Than Cause. Either Seller or Dealer may terminate this Agreement at any time by written notice of termination delivered to the other party not less than ninety (90) days prior to the effective date of termination.

b. Immediate Termination by Seller for Cause. Seller may terminate this Agreement immediately by delivering to Dealer written notice of such termination in the event of the happening of any of the following:

c. Insolvency of Dealer. Filing of voluntary petition in bankruptcy by Dealer; filing of a petition to have Dealer declared bankrupt provided it is not vacated within thirty (30) days from the date of filing; appointment of a receiver or trustee for Dealer, provided such appointment is not vacated within thirty (30) days from date of filing; or execution by Dealer of an assignment for benefit of creditors. ii. Any assignment or attempted assignment by Dealer of any interest in this agreement without Sellers.s prior written consent. iii. Conviction in court of competent jurisdiction of Dealer for any violation of law tending, in Seller's opinion, to adversely affect the operation or business of Dealer or the good name, good will or reputation of Seller or Seller.s Products; or iv. Failure of Dealer to conduct his business in accordance with the requirements set forth in sections 2 though 10 or any other material breach of this Agreement or of the SLA (as defined in Section 17(b) below) by Dealer.

15. TRANSACTIONS AFTER TERMINATION. Except as herein otherwise expressly provided, all rights exercisable hereunder by Dealer or Seller and all orders of Dealer for said Products then outstanding shall be automatically cancelled upon termination of this Agreement. Termination of this agreement, however, shall not release Dealer from any obligation to pay any sum which may then be owed Seller.

16. REPURCHASE UPON TERMINATION

a. Option. Seller shall have the option, exercisable by written notice to Dealer, to purchase from Dealer within thirty (30) days after the effective date of any termination of this Agreement, each of the Products in Dealer's stock that is unsold by Dealer on the effective date of such termination at a price which shall be eighty percent (80%) of Dealer price at which such product was purchased from Seller, plus Seller's charges for freight and taxes paid with respect to such Product at the time of such purchase and less all prior refunds, credits, rebates, allowances, discounts and other payments made by Seller with respect thereto and all refunds, credits, rebates, allowances, discounts and other payments made by Seller respect thereto for which Dealer could have applied but did not apply.

b. Delivery. Delivery by Dealer to Seller of all said Products repurchased by Seller hereunder shall be made in accordance with Seller's instructions.

c. Title. As a condition to any repurchase of any property under this section, Dealer shall do all things and execute and deliver any instruments which in Seller's opinion are necessary or desirable in order to convey title to such property, to comply with requirements of Article 6 of the Uniform Commercial Code and to satisfy and discharge any liens or encumbrances on said property.

d. Payment. Seller shall pay Dealer for the property repurchased by it promptly following Dealer's fulfillment of all of Dealer.s obligations hereunder, provided, however, that any such payment may be made directly to any financing institution or other person or concern which shall have a lien on or ownership interest in any Product which Seller is obligated to repurchase under the terms hereof. Seller may deduct from the repurchase price of any property repurchased by them and indebtedness of Dealer to Seller whether due or to become due.

17. GENERAL PROVISIONS

a. Relationship of Parties. The relationship between Seller and Dealer during the term of this Agreement shall be that of vendor and vendee. Dealer is not the agent or legal representative of Seller for any purpose whatsoever and is not granted by the terms or execution of this Agreement or otherwise any express or implied right or authority to assume or create any obligation or responsibility on behalf of or in the name of Seller nor to bind Seller in any manner or thing whatsoever.

b. Responsibility for Dealer's Commitments. Except insofar as it is specifically provided in this Agreement or in the Service Level Agreement (the .SLA.) attached hereto as Exhibit .A., Dealer shall be solely responsible for any and all obligations or responsibilities incurred or assumed by Dealer in the performance of this Agreement. The SLA is incorporated into this Agreement by reference.

c. Assignment. Dealer may not transfer or assign nor attempt to transfer or assign this Agreement or any right or obligation hereunder without prior written consent of Seller. If a sale or other transfer of the business conducted by Dealer is contemplated (whether by transfer of stock, assets or otherwise) Dealer shall notify Seller in writing not less than thirty (30) days prior to effecting such transfer. Following notice of such sale or transfer, Seller may, in its sole discretion, elect to cancel this Agreement immediately as of the date of such sale or transfer, Subject to these restrictions, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties, their successors and their permitted assigns,

d. Sole Agreement. There are no other Agreements or understandings, either oral or in writing, between the parties affecting this Agreement or relating to the sale of the Products, except as otherwise specifically provided herein.

e. Overriding Character. This Agreement cancels and supersedes any previous Agreements between the parties.

f. Modifications. No change, addition to (except the filling in of blank lines), or erasure of any printed portion of this Agreement shall be valid or binding upon Seller unless the same is approved in writing by Seller.

g. Severability. If any provision of this agreement is deemed to be invalid or unenforceable or is prohibited by the laws of the state or place where it is to be performed, this Agreement shall be considered divisible as to such provision and such provision shall be inoperative in such state or place and shall not be part of the consideration moving from either party to the other. The remaining provisions of this Agreement, however, shall be valid and binding and of like effect as though such provision were not included herein.

h. No Implied Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the full right to require such performance at any time thereafter. Nor shall the waiver by either party of a breach of any provision hereof constitute a waiver of any succeeding breach of the same of any other such provisions nor constitute a waiver of the provision itself.

i. Notices. Any notice required to be given by either party to the other under or in connection with this Agreement shall be in writing and delivered personally or by mail. Notices to Dealer shall be directed to Dealer, or its representative at Dealer's place of business; notices to Seller shall be directed to its representatives at Seller's place of business. Notices will be deemed delivered upon receipt.

j. ARBITRATION. GENERAL. IF THERE IS ANY DISPUTE AS TO THE INTERPRETATION OF ANY PROVISION OF THIS AGREEMENT OR THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SUCH DISPUTE SHALL BE RESOLVED THROUGH BINDING ARBITRATION AS HEREINAFTER PROVIDED. IF ARBITRATION IS REQUIRED TO RESOLVE A DISPUTE AMONG THE PARTIES, ANY PARTY MAY NOTIFY THE AMERICAN ARBITRATION ASSOCIATION (THE .AAA.) AND REQUEST THE AAA TO SELECT ONE PERSON TO ACT AS THE ARBITRATOR FOR RESOLUTION OF THE DISPUTE. THE ARBITRATOR SELECTED PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE WILL ESTABLISH THE RULES FOR PROCEEDING WITH THE ARBITRATION OF THE DISPUTE AND SUCH RULES WILL BE BINDING UPON ALL PARTIES TO THE ARBITRATION PROCEEDING.

THE ARBITRATOR MAY USE THE RULES OF THE AAA FOR COMMERCIAL ARBITRATION BUT IS ENCOURAGED TO ADOPT SUCH RULES AS THE ARBITRATOR DEEMS APPROPRIATE TO ACCOMPLISH THE ARBITRATION IN THE QUICKEST AND LEAST EXPENSIVE MANNER POSSIBLE. ACCORDINGLY, THE ARBITRATOR MAY (I) DISPENSE WITH ANY FORMAL RULES OF EVIDENCE AND ALLOW HEARSAY TESTIMONY SO AS TO LIMIT THE NUMBER OF WITNESSES REQUIRED, (II) ACT UPON HIS UNDERSTANDING OR INTERPRETATION OF THE LAW ON ANY ISSUE WITHOUT THE OBLIGATION TO RESEARCH SUCH ISSUE OR ACCEPT OR ACT UPON BRIEFS OF THE ISSUE PREPARED BY ANY PARTY, (IIII) LIMIT THE TIME FOR PRESENTATION OF ANY PARTY'S CASE AS WELL AS THE AMOUNT OF INFORMATION OR NUMBER OF WITNESSES TO BE PRESENTED IN CONNECTION WITH ANY HEARING, AND (IV) IMPOSE ANY OTHER RULES WHICH THE ARBITRATOR BELIEVES APPROPRIATE TO EFFECT A RESOLUTION OF THE DISPUTE AS QUICKLY AND INEXPENSIVELY AS POSSIBLE. THE ARBITRATOR WILL HAVE THE EXCLUSIVE AUTHORITY TO DETERMINE AND AWARD COSTS OF ARBITRATION AND THE COSTS INCURRED BY ANY PARTY FOR THEIR ATTORNEYS, ADVISORS AND CONSULTANTS. ANY AWARD MADE BY THE ARBITRATOR SHALL BE BINDING ON THE SELLER, THE DEALER AND ALL OTHER PARTIES TO THE ARBITRATION AND SHALL BE ENFORCEABLE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

k. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to other state's Conflicts of Law provisions. Subject to the mandatory arbitration provisions in this Agreement, any litigation arising under this Agreement shall be brought in the courts of the State of Texas located in Travis County. All of the expenses and costs (including reasonable attorneys' fees if allowed pursuant to statute) incurred by the prevailing party in any lawsuit brought In connection with a dispute hereunder shall be borne by the losing party. Any lawsuit brought to assert a claim arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action first accrued. THE PARTIES EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY CLAIM OR DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT.





EXHIBIT A

SERVICE LEVEL AGREEMENT (SLA)

Click here to review the ihiji, inc. Service Level Agreement (SLA) and Terms of Service (TOS)