Terms and Conditions for Reseller Program

ProVideoInstruments Trademarks , copyright, and patents remain the property of PVI. All PVI products must be advertised at or
above MSRP. This policy applies to all advertisements of PVI products in any media or form including print advertisements,
web banners, websites, online marketplaces, Google AdWords, and other internet marketing. Advertising and sales
practices that promote PVI products based on a low price or ‘deal’ are not condoned, we encourage our
resellers/Distributors to sell the features, benefits and value of PVI products. Exception for the deals planned by PVI. As
such, to protect the Resellers/Distributors time and investments in training and understanding how to properly integrate PVI
products, the following Minimum Advertised Price Policy (“MAP”) is being implemented and as a requirement for all
authorized Resellers/Distributors. If PVI decides to stop working with the reseller, the reseller must remove all advertising
and all the products online within 48 hours.The following are considered violations of PVI MAP policy:Prices with “strikethru”
below MSRP or no price with a redirection to “Check-Out” or “Cart” to see a price that is below MAP is considered a
Mouse-over or hover over box revealing a price lower that is below Map Pricing is considered a violation.
Website features such as “Click for Price”, pre-formatted and “bounce –back” email pricing or automatic displays and similar
features at below Map Pricing is considered a violation. Using discounts on products after the product is added to a webcart
is not considered violationMAP Pricing must be displayed on the "Product Page and the “Catalog Page”. The "Catalog
Page" is considered any page that displays when the site is searched for a generic product description such as “Modulators”
or a specific description such as “PVI”, "VeCOAX". “VUMATRIX’, “MICROMOD”, "MINIMOD", or any other Trademark
(TM)manufactured and sold by ProVideoInstruments.Any dealer or integrator who purchases PVI products from a
Reseller/Distributor and who desires to advertise PVI products on their website must first be approved by PVI. Any
Reseller/Distributor who advertises PVI Products on Amazon, eBay or Pay-Pal or other such site will Require Prior written
approval from PVI. MAP policy must always be respected .It is prohibited to sell competing products together with PVI
products.It is prohibited to use PVI brand to engage with customers and then deliver a competitor product.TERMS
AND CONDITIONS Price listed is based on the ‘cash i n a dvance’ payment terms only. Factoring can be accepted
with a 5% transaction fee to cover factoring costs. Affirm or Shop pay are accepted .Shipping is FOB, Orlando
Florida.Products requiring warranty coverage or repair are to be handled in the following manner: Any products requiring
service under warranty must be presented to PVI via a Warranty Service Ticket. An attempt to resolve the service issue will
be made either via remote access or by a local service technician and PVI technical support.PVI will issue an RMA for repair
number in the event it is determined that the unit in question requires to be serviced. PVI will determine, based upon
evaluation, if the unit will be repaired under warranty, repaired with charges (for units out of warranty) or replaced due to
factory defect. The unit is to be returned to PVI Headquarters- freight prepaid by customer. You need to obtain an RMA
(Return Merchandise Authorization) number before returning an item. Place the original package into a shipping carton.
Please do not place stickers or shipping labels on the original package. The RMA number must be clearly written on the
outer box. PVI will not accept any units returned to its offices without the appropriate RMA number. The customer is
responsible for all return shipping charges. PVI is not responsible for lost or damaged packages.As a Reseller, you are
required to handle returns from your customers internally.

If you have a return from your customer, you are expected to
resell the product as a “new”, “used”, or “open box item” depending on the kind of return. No cash refunds. Applicable
refunds will be processed as store credit. Buyer’s remorse is not an acceptable reason for returns, nor are last minute
project changes or cancelations. It is up to the reseller/Integrator to handle such returns and in turn resell the item. (Applies
to Integrators and Web-Resellers). Units purchased as test units are non-returnable, non-refundable. Under no
circumstances will end-user (non-reseller customers) returns be redirected to PVI. Under no circumstance can multiple item
orders (2 or more items) be returned to ProVideoInstruments. MiniBlade 1-10, Rack-2 and Rack-4 are non-returnable items.
Ultra BT units are non-returnable, non-refundable.
Pro Video Instruments is a
manufacturer of Audio Video & HDMI, IPTV, and RF processing products, has valuable know-how and owns certain
intellectual property rights relevant to such Audio Video & HDMI processing products;WHEREAS, the Reseller is active in the
field of sales of Pro Video Instruments products and wishes to resell and promote PVI products;IT IS HEREBY AGREED AS
FOLLOWS:All information disclosed by either party (or any of its affiliates) pursuant to this Agreement on
theEffective Date, and for a period of 24 months thereafter, that is labelled as “Confidential” or“Secret” shall be deemed to
be confidential (“Confidential Information”).The receiving party shall for a period of three (3) years from receipt of the
Confidential Information:only use Confidential Information in accordance with the Purpose; not disclose any Confidential
Information to any third parties other than an affiliate, and protect same against any unauthorized disclosure; and restrict
access to Confidential Information to those of its employees (and employees of its affiliates) who have a need to know in
connection with the Purpose. The confidentiality obligations under this Agreement shall not apply to that
ConfidentialInformation of which the receiving party can demonstrate that it:was known to it prior to the disclosure by the
disclosing party;is or becomes a part of the public domain without violation of this Agreement;is lawfully obtained from a
third party;is independently developed by the receiving party or any of its affiliates. All information disclosed here under is
provided “AS IS” and shall remain the property of the disclosing party. Neither party shall acquire any right, licence or title
with respect to any information disclosed by the other party.Will not reveal, in no case, for any purpose, the relation with
PVI to any public or private third party,nor will use any of the specific parts or logos from the PVI version of the product on
the regular standard products.