To qualify and remain an authorized Raptor Series Products dealer, your business must adhere to this Authorized Dealer and Reseller Agreement at all times.

The party identified as the “Reseller” on the signature page hereto, by executing this Authorized Reseller
Agreement (this “Agreement”), hereby agrees to honor and abide by the terms and conditions hereof.

CYC Engineering, Inc., a California Corporation (“CYC”), is in the business of developing, designing, manufacturing, licensing, distributing and selling various aftermarket automotive products (the “Products”), primarily under but not limited to the RAPTOR SERIES®, RSO SUSPENSION®, OFFGRID OUTDOOR GEAR® and MAGNUM® brands. To properly support the brand image that CYC seeks to build for its Products, CYC believes that its resellers should have knowledge about and experience with the quality, features and technical aspects of the Products so they can provide appropriate information, answers, guidance, support and assistance to customers and potential customers. Consequently, CYC limits sales of Products only to Authorized Resellers who agree to and comply with the terms of this Agreement.

1. Agreement. CYC has issued this agreement to the Reseller of our products to clarify the terms and conditions of each sale. Any entity that purchases CYC’s products for resale to others (“Reseller”) anywhere in the chain of product distribution (i.e., warehouse dealer, dealer, and/or direct reseller, or any combination thereof) should carefully review this Agreement. Resellers Acceptance of this Agreement is expressly limited to the terms contained herein and any attempt to alter or omit any of such terms shall be deemed a counteroffer which may be rejected by CYC. It is a condition of this Agreement that any provisions printed or otherwise contained in any acknowledgment hereof, purchase order or other document which is submitted by Reseller which are inconsistent with or in addition to the terms and conditions herein stated, and any alteration in this Agreement, shall have no force or effect, and that Reseller agrees that any such provision therein or any such alterations in this Agreement shall not constitute any part of this Agreement unless specifically agreed to in writing by a CYC officer via handwritten signature. No alteration of CYC’s rights or obligations stated herein shall be binding unless agreed to in writing by a CYC officer.

CYC reserves the right to revise the Policies at any time and from time to time. Additionally, CYC may decline to accept future purchase orders from any Reseller that, in the sole opinion of CYC, fails to comply with any of the Policies.

2. Non-Exclusive Appointment. CYC hereby appoints Reseller to act as a non-exclusive Reseller of the Products in the United States and Canada, and Reseller accepts such appointment, in each case, on the terms and subject to the conditions of this Agreement. Reseller shall not sell or offer to sell the Products outside the Territory. Reseller shall conform to all quality standards established from time to time by CYC for its Resellers and understands and acknowledges that such quality standards are subject to change by CYC on 30 days’ advance Notice to Reseller.

3. Terms and Conditions of Sale. Unless otherwise expressly agreed to by CYC, (a) all pricing on all Purchase orders submitted to CYC by Reseller will be determined by CYC in its sole discretion, (b) all orders will be on and subject to CYC’s standard terms and conditions of sale, as revised from time to time, which are found on our website, and incorporated by reference herein, notwithstanding any contrary terms or conditions that may be contained in a purchase order submitted by Reseller, and (c) no Purchase orders submitted by Reseller are binding unless and until accepted by CYC in its sole discretion. CYC reserves the right to reject any Purchase order, in whole or in part, for any reason. CYC’s responsibilities with regard to Product related claims shall be solely as provided in CYC’s Limited Warranty for the applicable Product and CYC’s Returns Policy, as revised from time to time, which can be found on CYC’s website.

4. Product Resales. Reseller agrees to only sell the Products to (a) other Authorized Resellers or (b) end-users. It shall be Reseller’s responsibility to verify that any customer is (i) an Authorized Reseller or (ii) an end user. If any potential customer of Reseller (i.e., jobber, dealer or brick and mortar retailer) is not an Authorized Reseller, then Reseller (or Reseller’s customer) may submit an application for such potential customer to become an Authorized Reseller. If such application is accepted by CYC, and if such applicant executes an Authorized Reseller Agreement, Reseller may thereafter sell Products to such Authorized Reseller. For avoidance of doubt, brick and mortar retailers (e.g., auto parts stores) may become Authorized Resellers provided that their online sales are made only through their own retail website(s), as approved by CYC. To the extent Reseller (or any of Reseller’s customers) sells any Products through any unauthorized channel, or to any reseller that is not an “Authorized Reseller” approved by CYC, CYC reserves the right to terminate this Agreement, effective immediately. Furthermore, products sold by unauthorized sellers or through unauthorized channels are not eligible for certain services and benefits, including, unless prohibited by law, benefits under the CYC’s Limited Warranty and Return Policy.

5. Do-Not-Sell List. Immediately upon receipt by the Reseller of each Do-Not-Sell List, the Reseller will cancel all pending orders (even if accepted) from each individual or entity identified in such Do-Not-Sell List and refuse to accept any new orders from such individual(s), entity or entities for (or otherwise supply to or drop ship on behalf of any and all of them):  (a), in the case of an Unauthorized Reseller or a Complete Revocation, any and all CYC products or (b), in the case of a Partial Revocation, any and all of the Select Products.


6. Reseller Obligations. Reseller shall: (a) Market, advertise, promote and sell the Products to the Customers in a professional manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of CYC and consistent with good business practice, in each case, using its best efforts to maximize the sales of the Products; (b) maintain a place or places of business in the Territory, including adequate office, storage, and are house facilities and all other facilities as required for Retailer to perform its obligations under this Agreement, in each case, in a location or locations approved by CYC; (c) sell the Products only under Reseller’s own name as the retail seller or other business names and distribution channels as pre-approved by CYC (no assumed or fictitious business names, sub-retailers or third-party sales unless expressly authorized by CYC); (d) not sell the Products to distribution channels or re-sellers who have not been authorized by CYC; (e) sell the Products only under CYC's authorized trademarks, tradenames and part numbers; (f) have sufficient knowledge (and have sales personnel sufficiently knowledgeable) of the Products, and with industry and products competitive with each Products (including specifications, features and benefits) so as to be able to explain in detail to the Customers. All sales and customer service inquiries shall be the responsibility of Reseller, and Reseller shall not publish CYC's contact information (except for technical support contact information) or refer Customers to CYC for sales and customer service issues, except for technical support or warranty issues. (g) Observe all directions and instructions given to Reseller by CYC in relation to the marketing, advertisement and promotion of the Products, including CYC's sales, marketing and merchandising policies as they currently exist or as they may hereafter be changed by CYC;
(h) comply at all times with CYC's Minimum Advertised Price Policy and "Do Not Sell" restrictions as may be in effect from time-to-time; (i) not use any promotional and marketing materials, except those prepared (or expressly pre-approved and authorized) by CYC; (j) not make any materially misleading or untrue statements concerning CYC or the Products, including any product disparagement or "bait-and-switch" practices; (k) promptly notify CYC of any complaint or adverse claim about any Product or its use of which Reseller becomes aware; (l) be solely responsible for and assume all costs and expenses relating to the security, confidentiality and integrity of all electronic and other information of CYC and all Customers to prevent unauthorized use or access to that information, including the implementation of commercially reasonable security measures (including password and firewall protections, maintenance of independent and archival copies of all such information, and protections from any network attack and other malicious, harmful or disabling data, code or program) to protect that information; (m) in good faith participate in warranty programs established by CYC and in effect from time to time, including those relating to the provision of warranty information to a Customer in advance of the sale of any of the Products to such Customer and warranty service for a Customer.

7. Payment Terms. Reseller agrees to pay all amounts owed to CYC in accordance with the payment terms set forth on CYC’s invoices for Products ordered by Reseller. Terms are as determined from approved credit application or credit card, is billed by CYC’s date of invoice.

8. Late Payment. All amounts not paid in full within 30 days after the date due shall bear interest from the date due until paid at an annual rate of two percent (2%) compounded monthly. Payments received by CYC shall be first applied to interest accrued and unpaid as to any account of Reseller and then to any amount overdue on such accounts as CYC shall determine in its sole discretion.

9. Cancellation. To cancel any order, Reseller must telephone or email CYC by the end of the business day on which Reseller’s order was received and must receive confirmation from CYC of cancellation. Orders for Products are otherwise not cancellable.

10. Taxes. The price of the Products is exclusive of all city, state, and federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use and similar taxes. Wherever applicable, any tax or taxes will be added to the invoice as a separate charge to be paid by Reseller.

11. Use by Reseller of CYC’s Intellectual Property. Reseller agrees to conform to CYC’s policy as set forth herein regarding the use of its intellectual property (“IP”). If CYC does provide authorization to use CYC IP, the authorized IP will not be altered from the original provided, or used in combination with any non-authorized material not related to CYC to market CYC brand products. CYC IP includes but is not limited to trademarks, trade dress and copyrights in the images and text CYC uses to describe and market the Products, including but not limited to CYC video, graphics, box designs, marketing materials and/or copyrighted print advertising.

Reseller may not use CYC IP or resell CYC products on any third party selling platforms without CYC’s prior written authorization, executed in handwriting by a CYC officer, including but not limited to any of the following platforms:

(a) Amazon, eBay, Walmart, Jet, Google Shopping, BestBuy, Shopzilla, Target, Sears, Rakuten, Overstock, Newegg

(b) Social Networking Sites, including but not limited to, Facebook, Twitter, Pinterest, Instagram

Any unauthorized use of CYC’s IP is a material breach of this Agreement, may at CYC’s sole discretion result
in the loss of any discounts granted by CYC to Reseller, and may result in CYC’s institution of legal action. CYC also may, at its sole discretion, refuse to supply Reseller with any further CYC product.

12. Minimum Advertised Price (MAP). CYC’s minimum advertised price (“MAP”) Policy is defined as the price that is charged for product to a retail buyer (typically, the consumer or end user of the product) by a reseller and is inclusive of a flat shipping rate. CYC, through its MAP, seeks to discourage resellers who take unfair advantage of CYC’s and its Resellers efforts to keep fair margin value in CYC products. CYC further has unilaterally adopted this Policy to prevent price-based advertising that tends to degrade or cheapen our products in the marketplace, thus eroding its goodwill and brand reputation. CYC therefore asks that each reseller of its products follow its MAP policy. CYC reserves the right to refuse shipment or terminate Resellers account of violators of its MAP Program.

13. Term; Termination. (a) Term. The term of this Agreement shall commence on the date set forth on the signature
page hereof and continue in force and effect thereafter for an initial term of one year unless terminated earlier as provided below. Following the initial term, this Agreement shall automatically be renewed for successive one-year renewal terms unless (i) either party gives written notice of non-renewal at least 30 days before the end of the pending term or (ii) this Agreement is otherwise terminated as provided below. (b) Termination. Except as otherwise provided herein, and subject to any applicable legal requirements, this Agreement may be terminated by: (i) mutual agreement of the parties at any time; (ii) either party, without cause, on 30 days’ advance written notice; or (iii) the non-defaulting party, effective immediately, if the other party breaches any of the terms or conditions of this Agreement.

14. Electronic Signature (e-Signature). Reseller agrees that signing this Agreement in writing or by electronic acknowledgement, such as through facsimile, email, use of a key pad, mouse or other device is valid evidence of Reseller’s consent and constitutes Reseller’s signature, acceptance and agreement as if actually signed by Reseller in writing. Further, Reseller agrees that no certification authority or other third party verification is necessary to validate Reseller’s electronic signature; and that the lack of such certification or third party verification will not in any way affect the enforceability of Reseller’s signature or resulting Agreement between Reseller and CYC. Reseller understands and agrees that Reseller’s e-Signature executed in conjunction with the electronic submission of this Agreement shall be legally binding and such Agreement shall be considered authorized by you.

15. Assignment. Reseller may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of CYC (which consent may be withheld, conditioned or delayed in CYC's sole discretion). Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. CYC may assign any of its rights or delegate any of its obligations to any Affiliate or to any Person acquiring all or substantially all of CYC's assets.

16. Limitation of Liability. CYC shall not be liable to reseller for any damages resulting from or related to the goods, including, but not limited to, any use, misuse or modification of the goods (unless such modification is made according to the instructions accompanying the product), malfunctions and defects in the goods, or delay of CYC in performing here under. In no event shall CYC be liable to reseller for any reason, including, but not limited to, any alleged breach, alleged non-performance, and/or alleged product defect, for any indirect, special, punitive and/or consequential damages or lost profits arising out of or related to this agreement or the parties' business dealings, even if CYC has been advised of the possibility of any such damages or knew or should have known thereof. Liability hereunder to reseller, if any, shall in no event exceed the price paid to CYC here under by reseller.

17. Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached hereto and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the Laws of the State of California, United States of America, without regard to the conflict of laws or provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California.

18. Amendments. The terms and conditions of this Agreement may be modified at any time and from time to time by CYC by providing written notice of any such modifications to Reseller. If Reseller elects to continue as an Authorized Reseller of CYC Products after actual or constructive receipt of such notice, Reseller will be deemed to have accepted such modifications and the same shall thereupon become part of this Agreement. Reseller agrees to check with CYC from time to time for the current version of this Agreement and, to the extent Reseller does not already have actual notice of any such changes, Reseller will be deemed to have constructive notice of such changes 30 days after the same are posted to CYC’s website.

19. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes and incorporates all prior and contemporaneous agreements, representations and negotiations between the parties with respect to the subject matter hereof. This Agreement may be altered or amended only by written instrument executed by both parties in handwriting, and on CYC's part, said signature must be of a CYC officer. No agreement or representation by any representative of CYC or contained in any proposal by or communication from CYC shall be binding upon CYC unless specifically set forth in this Agreement or a Sales Order referencing this Agreement and signed by an Officer of CYC.