DEALERS AGREEMENT

THIS AGREEMENT, becomes effective from the moment of a person successful registering as a new Dealer (hereafter called "Agreement") between – KEEPSOLID INC., with its principal place of business at 3220 Arlington Ave. Suite 5A, New York, 10463, NY, (hereafter called "Company") and the newly registered Dealer (hereafter called "Dealer").

I. PURPOSE

This Agreement is to establish Dealer as a Dealer of Company with the non-exclusive right to sell the subscriptions to Company's Services, including client apps and plugins (hereafter called "Services") in the trade area served by Dealer and to establish the responsibilities of the parties.

II. TERMS OF SALE

Upon acceptance by Company of a Dealer order for Services, terms of purchase will be as set forth in this Agreement. Prices and terms for Services shall be those in effect on the date the Company accepts the Dealer order.

III. CREDIT

The Company does not offer credit terms.

IV. WARRANTY

Company Services are sold subject only to the applicable Company Term and Conditions published on the Company’s official website. Dealer is not authorized to assume, on Company's behalf, any liabilities in connection with Dealer's sale of Service other than as set forth in such Company Term and Conditions. Dealer shall indemnify and hold Company harmless with respect to any Dealer representation beyond those in such Company warranty. COMPANY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

V. DELIVERY

Company shall not be responsible for failure to deliver Services on time or to fill orders when such delay or failure results from causes beyond Company's control.

VI. RESPONSIBILITY OF DEALER

Dealer shall:

(A) Make at least 1 purchase using the dealers web system each 3 months. The dealers permissions will be revoked automatically if you didn’t achieve this goal.

(B) Aggressively promote the sale of Services, through, but not limited to, advertising, shows, demonstrations and other applicable gatherings using Company approved advertising and/or sales promotion material and by participation in early order and other sales related programs offered by the Company.

(C) Extend to Dealer's customers Company's applicable standard Term and Conditions which are in effect at the time of retail sale. Dealer understands that no other Term and Conditions are expressed or implied.

(D) Obtain written consent of Company if Dealer intends to open any additional business location for the sale of Services or for the purpose of displaying Services at any location other than the business location described above.

(E) Cooperate with Company's Annual Performance Review, and any other programs or matters pertaining to the administration of this contract.

VII. TERM

The term of this Agreement shall be for a period of one year, commencing on the effective date hereof. This Agreement shall be automatically renewed for successive terms of one year each unless either party shall give the other notice of non-renewal not less than 60 days prior to the end of the then current term or unless this Agreement is otherwise terminated as provided herein.

VIII. TERMINATION

Unless otherwise provided by applicable state law, either party may terminate this Agreement without cause and for any reason, upon not less than 60 days written notice given to the other party, provided that nothing contained herein shall prevent Company from immediately terminating this Agreement in the event of bankruptcy or insolvency of Dealer, Dealer's failure to pay any amounts owing Company when due, Dealer's failure to hold proceeds of the sale of Services in trust for Company. (несколько месяцев подряд)Dealers failure to meet monthly order requirements. Upon termination for any reason, all amounts owed Company will become immediately due and payable.

IX. TRADEMARKS/TRADE NAMES

Dealer is hereby licensed to use Company's name and trademarks in the normal course of distributing Company's Services and performing related services under this Agreement. Dealer agrees not to use Company's name as part of Dealer's name or in any manner which would misrepresent the relationship between Dealer and Company. Dealer may represent itself as an "authorized dealer" of Company, and, with prior approval of Company, may use Company's name and Service related trademarks on signs or other advertising or promotional material. Dealer's license to use Company's name and trademarks is limited and Dealer shall abide by restrictions and limitations imposed by Company from time to time. Upon termination of this Agreement, Dealer shall immediately cease representing itself as a dealer of Company and shall cease use of all Company names and trademarks and any signs or other material, of whatever nature, identifying Dealer as a dealer of Company shall be removed or obliterated.

X. GENERAL

A. Dealer is not an agent of Company nor is Dealer authorized to incur any obligations or make any representations on behalf of Company.

B. This Agreement is binding on the parties, their heirs, executors, administrators, successors and assigns.

C. Dealer may not assign this Agreement or any provisions thereof to another dealer or party without the written approval of Company.

D. If any provision of this Agreement shall be held unenforceable, then the remainder of this Agreement shall not be affected thereby.

E. No waiver by Company of any default under this Agreement by Dealer shall be deemed a waiver of any prior or subsequent default by Dealer hereunder.

F. All understandings and agreements between the parties are contained in this Agreement which supersedes and terminates all other agreements between the parties. The rights of either party pertaining to Services sold by Company to Dealer under previous arrangements will be governed by this Agreement, provided, however, that nothing contained in this Agreement will, in any way, alter or change the rights and obligations of the parties pursuant to any security agreements or other agreements presently in existence.

G. Company reserves the right to modify and/or update this Agreement consistent with the modification and/or updating of all agreements Company has with other similar dealers, and replace or substitute such modified or updated agreement for this Agreement and such replacement or substitution shall not constitute termination of this Agreement. Failure of Dealer to execute such replacement or substitution agreement within 30 days of it being offered shall constitute automatic termination of this Agreement by Dealer.

H. Dealer agrees that application of any provision of this Agreement or related documents, or any other change implemented by Company, if equally applied to all other similar Company dealers, shall not constitute a change in the competitive circumstances of Dealer.

I. The Company reserves the right to deal directly with Government Departments and National accounts.

J. This Agreement will be governed by the laws of the State of New York.