Juke Audio, Inc. — Reseller & Installation Partner Agreement
These Authorized Dealer Terms & Conditions (the “Agreement”) govern the purchase and resale of Juke Audio products by approved dealers and audio installation partners (“Dealer,” “you”). By purchasing Juke Audio products for resale, you agree to be bound by this Agreement.
Juke Audio, Inc. (“Juke Audio,” “we,” “us”) appoints Dealer as a non-exclusive, non-transferable authorized reseller of Juke Audio products (the “Products”). This appointment does not create any exclusivity, territory right, franchise, partnership, joint venture, or employment relationship. Dealer is an independent business and may not represent otherwise or bind Juke Audio to any obligation. Juke Audio may add, modify, or discontinue Products at any time.
All orders are subject to acceptance by Juke Audio and to Product availability. Wholesale/dealer prices, published MSRP, discounts, and payment terms are set by Juke Audio and may be updated from time to time upon reasonable notice. Unless otherwise agreed in writing, payment is due at the time of order. Dealer is responsible for all applicable taxes, duties, and shipping charges. Title and risk of loss pass to Dealer upon delivery to the carrier.
To protect brand integrity and maintain a fair, consistent marketplace for all partners, Dealer agrees that any online listing, advertisement, or promotion of the Products must display a price at or above the then-current Manufacturer’s Suggested Retail Price (MSRP) published by Juke Audio. Dealer may sell at or above MSRP but may not advertise, list, or promote the Products below MSRP through any online channel, website, search listing, social media, or digital storefront.
This pricing policy applies to advertised prices only and does not restrict the actual price at which Dealer ultimately sells to a customer in a private transaction (e.g., a quoted installation bid). Juke Audio may update MSRP from time to time; the current MSRP list will be made available to Dealer.
Dealer may sell the Products through its own physical location(s), direct installation business, and its own branded website. Sale, listing, or fulfillment of the Products on Amazon is expressly prohibited. Dealer also may not sell the Products through any third-party online marketplace, auction site, or unauthorized reseller (including but not limited to Amazon, eBay, Walmart Marketplace, or similar platforms) without Juke Audio’s prior written consent. Dealer may not sell to any party that Dealer knows, or reasonably should know, intends to resell the Products in violation of this Agreement.
Consistent with our standard customer policy, Products may be returned within thirty (30) days of the original order date. Returned Products must be in resalable condition with all original packaging, accessories, and documentation. Refunds are issued to the original payment method upon receipt and inspection of the returned Product. Products that are damaged, used beyond reasonable inspection, missing components, or returned after the 30-day window may be refused or subject to a restocking fee at Juke Audio’s discretion.
Juke Audio warrants that each Product will be free from defects in materials and workmanship, under normal use, for a period of one (1) year from the date of purchase. Within this warranty period, Juke Audio will, at its option, repair or replace any Product found to be defective at no charge, excluding shipping where applicable.
Any repair, service, or replacement requested outside of the one-year warranty period will be performed at Dealer’s cost, based on Juke Audio’s then-current repair pricing. This warranty does not cover damage resulting from misuse, abuse, accident, improper installation, unauthorized modification or repair, power surges, or normal wear and tear. This limited warranty is the sole and exclusive warranty and replaces all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose, to the fullest extent permitted by law.
Dealer is responsible for installing and servicing the Products in a professional, workmanlike manner consistent with Juke Audio’s published documentation and applicable codes. Dealer shall not make any representation, warranty, or guarantee about the Products beyond those authorized by Juke Audio, and shall accurately represent Product features and specifications to customers.
Juke Audio grants Dealer a limited, revocable, non-exclusive license to use Juke Audio’s trademarks, logos, and approved marketing materials solely to promote and resell the Products during the term of this Agreement. Dealer shall use such materials only in the form provided and shall not alter, misuse, or register any Juke Audio mark. All goodwill from such use inures to Juke Audio. This license ends automatically upon termination of this Agreement.
Dealer shall not: (a) tamper with, alter, remove, or deface Product serial numbers, labels, or packaging; (b) sell counterfeit, grey-market, or non-Juke Audio products as genuine Juke Audio Products; (c) make false, misleading, or disparaging statements about Juke Audio or the Products; or (d) engage in any conduct that could harm the reputation of Juke Audio or its brand.
To the maximum extent permitted by law, Juke Audio shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenue, arising out of or related to this Agreement or the Products. Juke Audio’s total aggregate liability under this Agreement shall not exceed the amount paid by Dealer to Juke Audio for the specific Product(s) giving rise to the claim.
Dealer shall indemnify, defend, and hold harmless Juke Audio and its officers, employees, and affiliates from any claims, damages, losses, or expenses (including reasonable attorneys’ fees) arising from Dealer’s acts or omissions, including Dealer’s installation, marketing, resale, or misrepresentation of the Products, or Dealer’s breach of this Agreement.
This Agreement begins on the effective date and continues until terminated. Either party may terminate this Agreement for convenience upon thirty (30) days’ written notice. Juke Audio may terminate immediately if Dealer breaches this Agreement, including any violation of the pricing (Section 3) or sales channel (Section 4) requirements. Upon termination, Dealer’s right to resell the Products and use Juke Audio’s trademarks ends immediately. Sections relating to warranty, limitation of liability, indemnification, and general terms survive termination.
Any non-public information shared by Juke Audio, including dealer pricing, product roadmaps, and business terms, is confidential and shall not be disclosed by Dealer to third parties or used except to perform under this Agreement.
This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located in California. This Agreement, together with any Juke Audio policies and price lists referenced herein, constitutes the entire agreement between the parties and supersedes all prior understandings. Juke Audio may update these terms from time to time; continued purchase or resale of the Products after notice constitutes acceptance of the updated terms. Dealer may not assign this Agreement without Juke Audio’s prior written consent. If any provision is held unenforceable, the remaining provisions remain in full force and effect.