APEX Premier Dealer Program Information

Extracted from terms.pdf

Dealer Status & Eligibility

Requirements: Must be an active professional installation business with a minimum of 2 years experience, certified by another brand after completion of training or completed the Apex training. Must be a registered LLC with insurance. Must maintain industry quality installation standards.

Non-transferable: Dealer status is non-transferable.

Approval: APEX reserves the right to approve or deny applications. Premier Dealer status is granted at the sole discretion of APEX and may be revoked for violations of program standards, unethical business practices, or misuse of APEX products or branding.

Territory & Exclusivity

No Guarantees: APEX Premier Dealer status does not constitute or guarantee exclusive territorial rights unless otherwise agreed to in writing by APEX.

Placement: APEX evaluates market demand, regional growth opportunities, customer needs, dealer performance, responsiveness, installation quality, branding alignment, and purchasing activity when determining dealer placement.

APEX reserves the right to approve additional dealers, installers, distributors, or strategic partners within any territory at its sole discretion.

Minimum Purchase Requirements & Pricing

Pricing: APEX Premier Dealer pricing is available exclusively to approved dealers purchasing a minimum of two (2) qualifying rolls per order.

Minimums: APEX does not currently impose mandatory monthly, quarterly, or annual purchase minimums for continued participation.

Engagement Impact: Dealer engagement, purchasing consistency, installation activity, and brand representation may influence promotional visibility, lead referral priority, and regional marketing support.

Branding, Marketing Usage & Brand Representation

License: Approved APEX Premier Dealers are granted a limited, non-exclusive, revocable license to use authorized APEX trademarks, logos, product images, and branding assets solely for the promotion and installation of authentic APEX products.

Restrictions: Dealers may not modify, alter, distort, recreate, or misrepresent APEX logos. Dealers may not use outdated/unauthorized materials, misrepresent themselves as owners of APEX, use branding in misleading/unlawful manners, or create materials with inaccurate representations.

Content Ownership: Dealers retain ownership of original content they create; however, by sharing/tagging such content, Dealer grants APEX a non-exclusive, royalty-free right to use, repost, and modify the content for marketing purposes.

Conduct: Dealers agree to represent the APEX brand professionally, ethically, and respectfully, maintaining professional communication and delivering quality workmanship.

Installation Standards & Liability

Independent Operation: Dealers operate as independent installation businesses and are solely responsible for all installation procedures, workmanship, customer communication, service recommendations, and overall customer experience.

Dealer Responsibility: Dealer assumes full responsibility for installation quality, technician training, vehicle inspection prior to installation, customer approvals, post-install inspections, and compliance with laws.

Customer Vehicle Inspection Clause: Dealer is responsible for inspecting vehicle surfaces prior to installation and notifying customers of any existing paint defects, repaints, damage, or conditions that may affect installation or removal.

Indemnification: Dealers agree to indemnify and hold harmless APEX from claims, damages, liabilities, expenses, or legal disputes arising from dealer installation services, workmanship, representations, negligence, or business operations.

Protection Plan: Dealer Participation

Commission: Participating authorized APEX dealers may receive a $100 dealer commission for each qualifying Protection Plan enrollment.

Annual Compensation: Additional annual participation compensation of $50 per active Protection Plan account remaining active and in good standing on each annual renewal date.

Requirements: Compensation applies only to accounts that remain active, current, have no unresolved payment defaults, and remain in compliance with APEX program requirements.

Lead Referral Program & Marketing Visibility

Visibility: APEX may provide qualifying Premier Dealers with referral opportunities and regional visibility. This is at the sole discretion of APEX and is not guaranteed.

Performance Impact: Dealers demonstrating strong engagement, consistent ordering activity, quality installation standards, and positive customer experiences may receive increased visibility and referral priority.

Withholding Referrals: APEX reserves the right to reassign or withhold referrals if a dealer fails to respond to inquiries timely, demonstrates poor communication, receives repeated complaints, fails to maintain quality, misrepresents APEX, or engages in harmful conduct.

Online Sales, Redistribution & Marketplace Restrictions

Unauthorized Channels: Dealers may not resell, redistribute, broker, or supply APEX products through unauthorized sales channels (e.g., Amazon, eBay, Walmart Marketplace, Facebook Marketplace, Craigslist, Alibaba, unauthorized Shopify stores) without prior written approval.

Prohibitions: Dealers may not publicly advertise unauthorized discounted pricing, resell to unauthorized distributors/sub-dealers, redistribute bulk inventory without approval, or misrepresent themselves as master distributors.

Confidentiality

Obligations: Dealers agree to maintain the confidentiality of all non-public information disclosed by APEX (pricing structures, training systems, marketing strategies, protection plan structures, dealer commissions, etc.) and shall not disclose it to any third party without written authorization.

Prohibitions: Dealers may not publicly disclose pricing, share confidential training materials outside their organization, disclose commission structures related to the Protection Plan, use confidential info to compete with APEX, or reverse engineer proprietary business systems.

Training & Certification

Program: APEX offers an On-Site Training & Premier Installer Certification Program.

Status Restrictions: Certification acknowledges completion of training only and does not constitute employment by APEX, guaranteed installer competency, exclusive territory rights, guaranteed lead generation, or permanent dealer status.

Facility/Attendee Responsibilities: Participating dealers are responsible for ensuring the facility is operational, appropriate workspace is available, vehicles are prepared, and attendees are present for the full duration.

Liability: Dealers and attendees assume full responsibility for all installation work performed during and after training.

Film Handling & Shipping Responsibilities

Handling: Dealer assumes responsibility for proper storage, handling, installation preparation, environmental conditions, transportation after delivery, and installation practices.

Damaged Shipments: Dealers are responsible for inspecting all shipments immediately upon delivery. Issues must be reported within 48 hours for visible damage or 5 business days for concealed damage.

Returns: Dealers must obtain a Return Authorization (RA) number before shipping product back. Approved non-defective returns are subject to a minimum 15% restocking fee, and dealers are responsible for return shipping costs.

Chargebacks & Payment Policies

Chargeback Policy: Dealer agrees to contact APEX directly to attempt resolution before initiating a payment dispute or chargeback.

Consequences: Improper, abusive, or fraudulent chargebacks may result in immediate suspension of dealer privileges, termination, revocation of dealer pricing, withholding of future orders, collections activity, and recovery of legal expenses.

Termination & Suspension

Rights: APEX reserves the right to suspend, restrict, or terminate any dealer relationship at its sole discretion.

Grounds for Immediate Termination: Nonpayment, violation of pricing/MAP policies, unauthorized online sales, misrepresentation, false advertising, unethical/fraudulent practices, excessive customer complaints, failure to maintain standards, breach of confidentiality, excessive chargebacks.

Effect of Termination: Dealer must immediately cease all use of APEX trademarks, branding, and marketing assets, discontinue representation as an Authorized/Premier Dealer, and stop using all protected proprietary materials.

Financial Obligations: Termination does not eliminate any outstanding financial obligations (unpaid balances, pending invoices, chargebacks) owed to APEX.

No Compensation: Termination does not entitle the dealer to compensation for projected future profits, marketing expenses, facility upgrades, equipment purchases, or goodwill.

Independent Contractor Relationship & Business Operations

Business Entities: The relationship between APEX and Dealer is strictly that of independent business entities operating at arm's length.

No Franchise/Employment: The agreement does not create an employer-employee relationship, partnership, joint venture, franchise, or agency. Dealers and their employees are not entitled to any benefits from APEX (wages, overtime, health insurance, etc.).

No Authority to Bind: Dealer has no authority to enter into agreements on behalf of APEX, legally bind APEX, or alter APEX policies/warranties.

Business Operations: Dealer retains full control over its own business operations, employees, scheduling, pricing to end consumers, marketing, facility operations, taxes, and compliance with local/federal laws.

Dealer Responsibility for Conduct: Dealer is solely responsible for the actions, conduct, workmanship, advertising, sales practices, and customer interactions of its owners, employees, installers, subcontractors, representatives, and affiliated businesses.

Dispute Resolution & Legal

Indemnification: Dealer agrees to defend, indemnify, and hold harmless APEX from claims/damages arising out of dealer installation services, business operations, negligence, breach of agreement, or violations of law.

Governing Law: The agreement is governed by the laws of the State of New Mexico.

Arbitration & Venue: Disputes shall be resolved through binding arbitration in the State of New Mexico. Dealer agrees to waive any right to a jury trial, class action participation, and consolidated legal proceedings against APEX.

No Guarantees: Dealer acknowledges that APEX makes no guarantee regarding dealer profitability, sales performance, customer volume, or market success.