Authorized Dealer On Demand Agreement

(6 pages’ total)

Please provide the following information and confirm your understanding and agreement to the Terms and Conditions below: Legal Business Name: Reseller DBA (if applicable): Contact person: Phone: Email for shipping/billing: Bill to address (for credit card): Ship to address: Website: How did you hear about Stampede Bikes? What percentage sales will be from online? Do you want to be listed on the StampedeBikes.com Store locator? Are you a new dealer or returning?

YES / NO

NEW / RETURNING

If RETURNING dealer, who did you purchase Stampede Bikes from in past? Do you carry any other Children’s bikes? If so which brands?

STAMPEDE BIKES

Authorized Dealer On Demand Agreement

USA AUTHORIZED DEALER ON DEMAND AGREEMENT To maintain Authorized Dealer On Demand status with Stampede Bikes LLC in order to purchase and resell Stampede Bikes products, including permission for use of Stampede Bikes intellectual property, the DEALER agrees to abide by the following Terms and Conditions:

APPOINTMENT OF DEALERSHIP: STAMPEDE BIKES is a nation-wide distributor of bicycles and related accessories, and desires to market its products. The Dealer has expressed its willingness to become an authorized STAMPEDE BIKES dealer for re-sale, in accordance with the terms and conditions set forth in this Agreement. STAMPEDE BIKES has offered to appoint Dealer as an authorized STAMPEDE BIKES dealer for certain products, in accordance with the terms and conditions set forth in this Agreement. For and in consideration of the matters described above, and of the mutual benefits and obligations set forth in this Agreement, the Parties agree as follows: Purpose. The purpose of this Agreement is to set forth the terms and conditions under which a dealer may be appointed to sell STAMPEDE BIKES bicycles and other products distributed by STAMPEDE BIKES (collectively referred to as STAMPEDE BIKES Products) and the financial arrangement between the Parties, in accordance with the terms and conditions of this Agreement. Grant of Authority. STAMPEDE BIKES hereby appoints and grants Dealer the non-exclusive and non-assignable right to sell the STAMPEDE BIKES Products. The sell right shall be limited to customers in the United States of America, (Hereinafter referred to as the Dealer’s Approved Location). Products are for individual re-sale only. Dealers may NOT sell on (or to) any 3rd party sites (such as Amazon, EBay, Alibaba, etc.), including drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.), classified sites (such as Craigslist.com, etc.) or direct message forums. Any such listing will result on revocation on Authorized Dealer Agreement status and any permission to use Stampede Bikes intellectual property. Reseller acknowledges and agrees that Stampede Bikes may request immediate removal of any reseller listing (that contains Stampede Bikes intellectual property) existing on a 3rd party website. Reseller may not sell to B2B accounts, wholesalers, freight forwarders, drop shippers for other retailers. Large or bulk orders may be subject to review. Ordering of STAMPEDE BIKES Products. All orders for STAMPEDE BIKES Products placed by Dealer shall be by Online Order through www.stampedebikes.com using the approved account credentials. Prices. Dealer shall purchase STAMPEDE BIKES Products at the prices in effect at the time of the order as listed in the DEALER PRICE LIST. STAMPEDE BIKES may implement price changes at any time during the term of this Agreement upon thirty (30) days prior written or electronic (e-mail) notice thereof to Dealer. In addition to the purchase price, Dealer shall pay to STAMPEDE BIKES the amount of all taxes, excises or other governmental charges (except taxes on or measured by net income) that STAMPEDE BIKES may be required to pay on the sale or delivery of any STAMPEDE BIKES Products sold and delivered to Dealer, except where the law otherwise provides. Minimum advertised price. STAMPEDE BIKES has a minimum advertised price or MAP that is shown in the DEALER PRICE LIST. Dealers agree not to advertise or sell at a price that is below the MAP. STAMPEDE BIKES Products may be included in discounts or promotions that are applied at the time of Check Out, STAMPEDE BIKES Products may also be included in bundled offers that include multiple STAMPEDE BIKES Products or Product from another vendor. Drop shipping. All STAMPEDE BIKES Products drop shipped must be within Dealer’s Approved Location. Selling or shipping STAMPEDE BIKES Products outside of the Dealer’s Approved Location is a violation that can incur termination of this agreement.

STAMPEDE BIKES

Authorized Dealer On Demand Agreement

Delivery. All STAMPEDE BIKES Products shall be shipped FOB shipping point, with title and risk of loss passing at such point. The shipment destination must Dealer’s Approved Location or some other mutually agreed location. Any taxes administrative or governmental charges incurred as a result of the purchase of STAMPEDE BIKES Products are the sole responsibility of Dealer. Payment. Dealer will be invoiced and pay in full for the STAMPEDE BIKES Products at the time of order, unless otherwise approved by STAMPEDE BIKES, in writing, prior to shipment. If Dealer fails to pay the invoice by the due date(s) set out in the invoice, then the Dealer will be charged an interest rate of 1.5% per month (or maximum allowed by law) calculated on simple basis on the amount of the invoice. (a) All returned checks and disallowed ACH payments will be assessed an administrative fee of $50.00 (USD) per occurrence. (b) Dealer discounts and freight incentives will not be allowed if dealer is making payments by Credit Card.

MARKETING AND SUPPORT Sales. Dealer shall use its best efforts to promote the sale of STAMPEDE BIKES Products and to provide adequate support, which efforts shall include establishing and maintaining appropriate, attractive and accessible premises and facilities for the display and demonstration of Bicycles; or a comparable E-Commerce environment. Provide an adequate, trained sales and technical staff to promote the sale and support of STAMPEDE BIKES Products. Advertising. STAMPEDE BIKES shall, upon request, assist the Dealer on advertising, sales promotion, and public relations campaigns to be conducted, including providing Dealer with documentation of previous promotional campaigns conducted in connection with STAMPEDE BIKES Products, and shall provide necessary technical information and assistance. Training. STAMPEDE BIKES shall, upon request, provide training of Dealers sales and technical representatives at various times and locations as shall be designated for this purpose by STAMPEDE BIKES. Enrollment in training courses shall be limited to a reasonable number of persons who shall be sufficiently qualified to take the courses. Dealer shall pay the salaries and all travel and lodging expenses and subsistence of its representatives.

PROPRIETARY RIGHTS Use of STAMPEDE BIKES name. STAMPEDE BIKES expressly prohibits any direct or indirect use, reference to, or other employment of its name, trademarks, or trade name exclusively licensed to STAMPEDE BIKES, except as specified in this Agreement or as expressly authorized by STAMPEDE BIKES in writing. Authorized legend shall be the following:

Patent Indemnity. STAMPEDE BIKES agrees, at its own expense, to indemnify, defend and hold harmless each Dealer and its customers from and against every expense, damage, cost and loss (including attorneys' fees incurred) and to satisfy all judgments and decrees resulting from a claim, suit or proceeding insofar as it is based upon an allegation that the Bicycles or any part thereof furnished by STAMPEDE BIKES or any process which is practiced in the customary use of the Bicycles is or has been infringing upon any patent, copyright or proprietary right, if STAMPEDE BIKES is STAMPEDE BIKES

Authorized Dealer On Demand Agreement

notified promptly of such claim in writing and given authority, and full and proper information and assistance (at STAMPEDE BIKES's expense) for the defense of same. In case the Bicycles, or any part thereof, in such suit is held to constitute an infringement and the use of said Bicycles or part is enjoined, STAMPEDE BIKES shall, in its sole discretion and at its own expense, either procure for the indemnitee the right to continue using said Bicycles or part or replace or modify the same with nonperformance or capacity or affect its compatibility with the hardware or firmware comprising the Bicycles or the software utilized thereon.

WARRANTY STAMPEDE BIKES Products Warranty. STAMPEDE BIKES warrants that the Dealer shall acquire STAMPEDE BIKES Products purchased hereunder free and clear of all liens and encumbrances except for STAMPEDE BIKES's purchase money security interest defined in Articles I, above. STAMPEDE BIKES further warrants all STAMPEDE BIKES Products to be free from defects in material or workmanship under normal use and service for a period of [e.g., seven hundred thirty days (730) days] from the date of delivery. All repair covered by this warranty must be done at STAMPEDE BIKES's factory, or other such warranty repair facilities of STAMPEDE BIKES as designated by STAMPEDE BIKES unless STAMPEDE BIKES specifically directs that this service be performed at another location. Any defect corrected within 730 days and found to be within this scope of the warranty will be repaired by STAMPEDE BIKES and all charges for labor and material, will be borne by STAMPEDE BIKES. If it is determined that either no fault exists in STAMPEDE BIKES, or the damage to be repaired was caused by negligence of the Dealer, its agents, employees or customers, the Dealer agrees to pay all charges associated with each such repair. THIS CONSTITUTES THE SOLE WARRANTY MADE BY STAMPEDE BIKES EITHER EXPRESSED OR IMPLIED. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE HEREOF, HEREIN, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL STAMPEDE BIKES BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DEALER'S REMEDIES SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS. Misuse of STAMPEDE BIKES Products. Any tampering, misuse or negligence in handling or use of STAMPEDE BIKES Products renders the warranty void. Further, the warranty is void if, at any time, Dealers attempts to make any internal changes to any of the components of STAMPEDE BIKES Products; if at any time the power supplied to any part of the STAMPEDE BIKES Products exceeds the rated tolerance; if any external device attached by Dealer creates conditions exceeding the tolerance of STAMPEDE BIKES Products; or if any time the serial number plate is removed or defaced. OPERATION OF STAMPEDE BIKES Products THAT RENDERS THIS WARRANTY VOID WILL BE DEFINED TO INCLUDE ALL OF THE POSSIBILITIES DESCRIBED IN THIS PARAGRAPH, TOGETHER WITH ANY PRACTICE WHICH RESULTS IN CONDITIONS EXCEEDING THE DESIGN TOLERANCE OF THE BICYCLES.

DURATION OF AGREEMENT Term. The term of this Agreement shall be on going from the date of agreement, unless sooner terminated. Termination shall not relieve either party of obligations incurred prior thereto. Termination. This Agreement may be terminated only: By either party for substantial breach of any material provision of this Agreement by the other, provided due notice has been given to the other of the alleged breach and such other party has not cured the breach within thirty (30) days thereof; or (a) By either party, provided due notice has been given to the other within ninety (90) days thereof; or by STAMPEDE BIKES if: there is an unacceptable change in the control or management of the Dealer; if the Dealer ceases to function as a going concern or makes an assignment for the benefit of creditors; if a petition in bankruptcy is filed by or against the Dealer, resulting in an adjudication of bankruptcy; or, if the Dealer fails to pay its debts as they become due and provided due notice has been given by STAMPEDE BIKES to the Dealer and the Dealer has not cured such breach within thirty (30) days thereof; STAMPEDE BIKES

Authorized Dealer On Demand Agreement

Upon termination of this Agreement all further rights and obligations of the parties shall cease, except that Dealer shall not be relieved of (i) its obligation to pay any monies due, or to become due, as of or after the date of termination, and (ii) any other obligation set forth in this Agreement which is to take effect after the date of termination. Dealer shall have the right to continue to purchase spare parts.

GENERAL PROVISIONS Relationship of Parties. The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expressly granted to the Dealer are expressly reserved to STAMPEDE BIKES. The Dealer shall have no right, power or authority in any way to bind STAMPEDE BIKES to the fulfilment of any condition not herein contained, or to any contract or obligation, expressed or implied. Independence of Parties. Nothing contained in this Agreement shall be construed to make the Dealer the agent for STAMPEDE BIKES for any purpose, and neither party hereto shall have any right whatsoever to incur any liabilities or obligations on behalf or binding upon the other party. The Dealer specifically agrees that it shall have no power or authority to represent STAMPEDE BIKES in any manner; that it will solicit orders for products as an independent contractor in accordance with the terms of this Agreement; and that it will not at any time represent STAMPEDE BIKES in any manner; that it will solicit orders for products as an independent contractor in accordance with the terms of this Agreement; and that it will not at any time represent orally or in writing to any person or corporation or other business entity that it has any right, power or authority not expressly granted by this Agreement. Indemnity. The Dealer agrees to hold STAMPEDE BIKES free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of the Dealer; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts of third parties in relation to products sold to the Dealer under this Agreement, including, but not limited to execution of liens and security interests by third parties with respect to any such products. Assignment. This Agreement constitutes a personal contract and Dealer shall not transfer or assign same or any part thereof without the advance written consent of STAMPEDE BIKES. Entire Agreement. The entire Agreement between STAMPEDE BIKES and the Dealer covering STAMPEDE BIKES Products is set forth herein and any amendment or modification shall be in writing and shall be executed by duly authorized representatives in the same manner as this Agreement. The provisions of this Agreement are severable, and if any one or more such provisions are determined to be illegal or otherwise unenforceable, in whole or in part, under the laws of any jurisdiction, the remaining provisions or portions hereof shall, nevertheless, be binding on and enforceable by and between the parties hereto. Any provisions, terms or conditions of Dealer's Purchase Orders which are, in any way contradicting of this Agreement, except those additional provisions specifying quantity and shipping instructions, shall not be binding upon STAMPEDE BIKES and shall have no applicability to the sale of goods by STAMPEDE BIKES to Dealer. Applicable Law. This Agreement shall be governed by the laws of the products in the United States of America and is accepted by STAMPEDE BIKES at its Corporate Office in Anaheim, California, USA. All payments hereunder shall be made at STAMPEDE BIKES's offices at Anaheim, California, USA. STAMPEDE BIKES's rights granted hereby are cumulative and in addition to any rights it may have at law or equity. Separate Provisions. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby. Reseller agrees to provide Stampede Bikes with appropriate State Resale Certificate before selling any products under this agreement.

STAMPEDE BIKES

Authorized Dealer On Demand Agreement

INTENDING TO BE LEAGALLY BOUND, the parties hereto have caused this Agreement to be executed as of the date signed by Stampede Bikes below:

RESELLER:

BY__________________________________________

Date__________________________

____________________________________________ (Print Name)

Stampede Bikes (Internal Use only):

BY___________________________________________________ Ian Harris, CEO Stampede Bikes

Date___________________________

After signing, please scan and email this form to [email protected] for account set-up

STAMPEDE BIKES

Authorized Dealer On Demand Agreement