Overview M.D. Manufacturing, Inc. (MD) is committed to the historical core values which have made the relationship between MD, its authorized Dealers and the public so successful: superior products, excellence in customer service, and fair pricing. MD values the support of Dealers who share a like minded commitment to quality promotion of MD’s brand image and the benefits of MD products. To support MD’s dealer base in a retail environment that is current and fair to all authorized dealers MD has seriously invested into its intellectual property both on and off the internet. The internet has proven to be an excellent media for showcasing MD products though simultaneously presenting challenges to protecting its intellectual property rights. MD has the right to cease doing business with Dealers who fail to abide by the following advertising guidelines regarding the use of MD’s intellectual property and the internet. Intellectual Property All MD logos, brand names, trademarks, text, videos, patents, artwork, and photos found on MD’s literature or website are the property of MD Manufacturing Inc. MD reserves the right to authorize its Dealers to use these items under specific terms and conditions only upon written approval. Authorized Dealers using the MD brand on their websites may do so only in a context where they are inviting potential clients to purchase MD products through their local point of sale. MD Dealer Locater MD’s website contains a Dealer Locator for the purpose of connecting end-users with qualified local dealers. All qualifying MD Dealers & Elite Dealers will be listed within 50 miles of a zip code search with Elite Dealers being listed first. It is the dealer’s responsibility to insure that all information provided on the MD Dealer Locator is accurate and current. MD assumes no responsibility for errors or omissions. Dealers having multiple locations can have multiple listings at the discretion of MD management. The MD Dealer Locator has two separate sections of listings: The “Power Unit” section requires the purchase of 3-units annually to remain listed. The “Parts” section requires a minimum purchase of $500 annually to remain listed. Dealers will be removed from the Dealer Locator results when they do not meet these terms, when their account is on “hold”, when they have been “inactivated” or when MD, at its discretion, finds they do not adequately represent MD and its products. MD will place links to the Dealer’s website only when that website includes references, logos or other information identifying MD as its central vacuum supplier. MD will not provide a link to websites that reference a competitor brand unless the MD brand has equal exposure. MD will also not provide links to websites that do not have any reference to central vacuums. MD will not provide links from its Dealer Locator to any site containing a shopping cart or a link to a shopping cart. MD Dealers must refrain from selling power units to areas outside their general location (a 50-mile radius). If a dealer receives inquiries from outside their area and would like to sell to any other party, then the dealer must check the MD Dealer Locator for nearby representatives or call or e-mail MD and determine if there exists any MD Dealers in that particular area. If there are no Dealers within a 50 mile radius of the potential client, then the Dealer may sell to this area. If a Dealer does exist near the client, the presenting Dealer will be provided with the local dealer’s phone number and the two Dealers will work out mutually agreeable compensation. All Dealers will be expected to service the customer throughout the entire selling and distribution process. This includes any freight claims or warranty inspections regardless of purchasing location. MD’s Dealer Locator contains a section for end-user feedback of Dealer performance. Comments posted by end-users on the Dealer Locator will be reviewed and discussed with the Dealers when appropriate. Each Dealer has a right to provide additional information regarding the situation and have it posted in the event of any negative posting. Chronic end-user complaints on the website may cause the Dealer’s listing to be removed from the Dealer Locator. Internet Policy MD offers a variety of effective ways for their Dealers to be properly represented on-line as outlined in this and other policies. MD’s website in part, or in all its detail, was not intended to be copied or plagiarized by anyone. Those with the intention to sell online in anyway will not be granted permission to use any intellectual property. No entity may register or seek to register any domain names incorporating any MD intellectual property names or any variant, with an internet domain name registration service in the United States, Canada, or internationally. As long as the Dealer does not have a shopping cart on their website, MD may grant the Dealer access to a reasonable amount of MD’s on-line artwork in 72dpi, this does not include text. MD urges their Dealers to add their own text to their site and include the names of the local areas of service with the intention of being found by internet searchers. Shopping Cart (Online Sales) Any Dealer intending to implement a shopping cart on their website may not utilize MD’s text, pictures, artwork, videos or descriptions or other information. Selling with the use of MD’s intellectual property negates usage of MD copyright materials. MD retains the right to require dealers to remove any of MD’s text, pictures, artwork, videos or descriptions at its own discretion. Dealers found continually violating this requirement will be in risk of loosing their dealership. MD will not provide links from its Dealer Locator to any site containing a shopping cart or a link to a shopping cart. Pricing MD will not permit retail pricing of their power units to be advertised over the internet. Dealers found advertising any power unit pricing on-line will first be warned and then will be at risk of loosing their dealership. MD dealers may, however, advertise prices for complete central vacuum installations but MD retains the right to review and decide the validity of these pricing situations. MD will not set the retail sales price of any of its products. Certain products, such as Stealth, have Minimum Advertised Pricing (MAP). MD will not permit any Dealer to post on-line pricing below MAP pricing if MD has established such minimums on the products. Other By identifying yourself as an agent of MD products you agree to indemnify, defend and hold harmless MD from and against all costs, damages, claims (threatened or actual) and expenses (including, without limitation, reasonable attorneys fees) which may arise or derive in any way from your website, unauthorized use of the intellectual property on the website, or the unauthorized use of the intellectual property on the website of someone to whom you sold the products. Any violation of this Internet Policy may result in MD’s refusal to accept purchase orders. MD reserves the right to withdraw approval of intellectual property usage at any time, at its sole discretion. Upon notice of revocation, immediate compliance is expected. MD reserves the right to change this policy at any time for any reason. Any dispute resolution or litigation concerning this agreement will be adjudicated in Bakersfield, CA. Each MD Dealer recognizes that a separate MD Internet User Policy is in existence and contains additional applicable terms and conditions. Violations will result in warnings, removal from the MD Dealer Locator; remove links to MD’s website, nonacceptance of orders or termination of Dealership. Penalty and sanctions are at the sole discretion of MD.Simple two years ago really © 2012 M.D. Manufacturing, Inc. www.builtinvacuum.com 1-800-525-2055