at&t preferred dealer agreement dealer …t proprietary & confidential not for use or...

AT&T Proprietary & Confidential Not for use or disclosure outside the AT&T companies except under written agreement

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AT&T PREFERRED DEALER AGREEMENT Dealer AT&T Legal Name: «DealerName» Business Name (if different): «DBA» Type of Entity: «DealerEntity» (“Dealer”)

AT&T Services, Inc. (on behalf of itself and the AT&T Affiliates which provide the Services) (“Company” or “AT&T”)

Dealer Email and Address (For Official Notices)

Company Address (For Official Notices)

«DealerAddress» «DlrCityStateZIP» «DlrEmail»

AT&T 2180 Lake Park Blvd NE Atlanta, GA 30319 Attn: Rich Guidotti, Vice President

Dealer Contact Company Contact Name: «DealerPrincipal» Title: Authorized Signer Telephone: «DlrPhone» E-mail: «DlrEmail»

Area Sales Manager

Dealer Billing Address «DlrBillingAddress» «DlrBillingCityStateZIP»

This Agreement consists of this cover page, the attached Terms and Conditions, Schedule 1 (Marketing Tactics Dealer Policy Statement), Schedule 2 (Services), all Dealer Policies, and all AT&T supplements and addenda issued in accordance with the Terms and Conditions (collectively, the “Agreement”). In the event of a conflict between (i) any schedule, supplement, addendum or other attachment, and (ii) the main Terms and Conditions, the terms in such schedule, supplement, addendum or attachment will control. This Agreement is effective as of May 1, 2017, and continues in effect for an initial term of 1 year and thereafter renews on a month to month basis (the “Term”), unless earlier terminated in accordance with the provisions of this Agreement. This Agreement is not effective unless and until signed by authorized representatives of both parties.

DEALER’S ELECTRONIC OR HANDWRITTEN SIGNATURE BELOW ACKNOWLEDGES THAT DEALER HAS READ AND UNDERSTANDS EACH OF THE PROVISIONS OF THIS AGREEMENT AND AGREES TO BE BOUND BY THEM.

«Dealer Name» By: (Authorized Signature) Name: «DealerPrincipal» Title: Authorized Signer Date:

AT&T Services, Inc., on behalf of itself and the AT&T Affiliates which provide the Services

By: (Authorized Signature) Name: Rich Guidotti Title: Vice President Date: February 24, 2017


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AT&T PREFERRED DEALER AGREEMENT Master Terms and Conditions

1. DEFINITIONS.

1.1 Affiliate or Affiliates. Dealer’s owners, employees, members, shareholders, officers, directors, consultants, the immediate family members of Dealer or its owners, employees, members, shareholders, officers and directors, or any person, company, partnership or other entity that directly or indirectly, through one or more intermediaries controls, is controlled by, or is under common control with Dealer, Dealer’s owners, employees, members, shareholders, officers, directors, the immediate family members of Dealer or its owners, employees, members, shareholders, officers and directors.

1.2 AT&T Affiliates. Company, its parent companies, and all of their respective subsidiaries and affiliates, which provide the Services and/or own or control the associated AT&T brand and the intellectual property, trademarks, and service marks.

1.3 AT&T Data Assets. Data to which Dealer has access in connection with this Agreement that is either from or regarding Company, AT&T Affiliates, Subscribers, Company employees or Company's network; provided, however, that the term “AT&T Data Assets” does not include any data that came to be in the possession or control of Dealer by a lawful manner that was unrelated to this Agreement and independent of Dealer’s relationship with Company, even if such data is otherwise identical to AT&T Data Assets and even if the source of such data was a Subscriber; and provided, further, that nothing herein in any way alters or dilutes the Parties’ obligations to otherwise comply with the relevant provisions of this Agreement.

1.4 AT&T Derived Information. Information that Dealer derives by processing AT&T Data Assets, either alone or in combination with other data.

1.5 Competitive Service. As applicable to a given Service, shall have the meaning ascribed to it in the applicable Service Schedule.

1.6 Dealer Person. Any person who performs any work under this Agreement for Dealer or on Dealer’s behalf regardless of employment status, including but not limited to Dealer’s owners, employees, members, shareholders, officers, directors, consultants, approved subcontractors, and agents, at any tier and not limited to those entities or persons with a direct contractual relationship with Dealer.

1.7 Equipment. Electronic devices necessary for using Service that comply with Company’s technical standards and fraud prevention specifications and that are certified by Company for use on the appropriate Service. If the electronic device is for wireless service or is otherwise subject to government regulation, then it must also comply with all FCC and other applicable regulatory standards.

1.8 Service. The products and services provided by an AT&T Affiliate and described in a Service Schedule that Company authorizes Dealer to promote, market, advertise, and take orders for sale of, subject to the terms, conditions, and limitations, of this Agreement.

1.9 Subscriber. A residential consumer customer of Service, including without limitation all end-users and prospective end-users of Service, and all applicants to Service. Business customers are not Subscribers and Dealer is prohibited from soliciting or selling to business customers under this Agreement.

1.10 Subscriber Information. Subscriber Information includes, to the extent received, observed, collected, handled, stored, or accessed, in any way, in connection with this Agreement: Subscribers’ names, addresses (physical or electronic), and phone numbers, any such Subscriber’s or its employee’s personal, health or financial information, authentication credentials, Social Security number, driver’s license number, Internet activities, history, patterns of use and content of communications, information concerning accounts, network performance and usage information, web browsing and wireless application information, location information, any other information associated with a Subscriber or with persons in the household of a Subscriber, including, but not limited to, any other information that is linked or reasonably linkable to an individual or device, and any information available to Company or an AT&T Affiliate and its suppliers (for avoidance of doubt, including Dealer) by virtue of Company’s or AT&T Affiliates’ relationship with Subscribers as a provider of the Services, including the quantity, technical configuration, location, type, destination, and amount of use of Services, and information contained on the Subscriber’s Service bills. 2. RELATIONSHIP OF THE PARTIES.

2.1 Nature of Relationship. 2.1.1 The relationship created by this Agreement is that of independent contracting parties and

does not directly or indirectly give rise to any other relationship, including without limitation, that of joint


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employers, a joint venture, a partnership, or a franchisor-franchisee relationship. Personnel employed by, or acting under the authority of a party to this Agreement are not employees or agents of the other party. Company and Dealer assume sole responsibility for the employment, compensation, discharge, and control of their own respective employees, contractors, subcontractors, and agents, and for ensuring their compliance with this Agreement and with federal and state laws. Dealer is not authorized to speak on behalf of the Company or an AT&T Affiliate and is not authorized to be an agent of Company or an AT&T Affiliate, with the sole exception of limited agency described in Section 2.3 below (receipt and use of CPNI). Dealer specifically acknowledges that it has not paid and is not required to pay any franchise fee or other fee to be a dealer for Company or any AT&T Affiliates or to use Company's or any AT&T Affiliate name or other intellectual property. Dealer further specifically acknowledges that this Agreement does not create any franchise between the parties. Neither Dealer nor any Affiliate may be a reseller of Service.

Dealer shall at no time represent itself as an AT&T Affiliate; provided, however, Dealer may represent itself as an independent business authorized to sell Services of an AT&T Affiliate. Dealer shall conduct its business at its own initiative, responsibility and expense. Dealer shall be responsible for its own acts and omissions, and those of its Affiliates and Dealer Persons.

2.1.2 For purposes of the Affordable Care Act (ACA), and in particular for purposes of Section 4980H of the Internal Revenue Code of 1986, as amended, and the regulations thereunder, with respect to each individual provided by Dealer (including Affiliates and Dealer Persons) to perform any work under this Agreement for at least 30 hours per week for at least 90 days, whether consecutive or not, Dealer represents and warrants that Dealer, Affiliate, or Dealer Person is the common law employer of such individual and shall be responsible for either providing healthcare coverage as required by the ACA (to the extent applicable) or for paying any Section 4980H assessable payments that may be required for failure to provide to such individual: (a) health care coverage, or (b) affordable healthcare coverage. Dealer, Affiliates and Dealer Persons are required to maintain for a period of 10 years information to show compliance with the ACA notwithstanding any other provision in this Agreement to the contrary.

2.2 Authorization. Company authorizes Dealer to promote, market, advertise, and take orders for sale of the Services to Subscribers, subject to the terms of this Agreement. Dealer’s limited authorization to promote, market, advertise, and take orders for sale of Service shall commence upon and be limited to Company’s provision of any and all log in credentials to Company ordering tools and other systems applicable to such Service, which Company may limit or revoke in accordance with the terms herein.

2.3 CPNI. To the extent that Dealer obtains or uses CPNI in connection with this Agreement, Dealer is an agent of the applicable AT&T Affiliates with respect to the receipt and use of this CPNI. “CPNI" means Customer Proprietary Network Information as defined by the Federal Communications Act of 1934, as amended, and the Federal Communications Commission rules promulgated thereunder (Federal and State CPNI laws and regulations are referred to herein as the "CPNI Restrictions"). Dealer must receive and use CPNI consistent with the CPNI Restrictions, and in the manner specified in this Agreement with respect to "Confidential Information." These requirements include, but are not limited to, the following: Dealer must: (1) not use any CPNI to market or otherwise sell products or services, except to the extent necessary to perform services as permitted under this Agreement; (2) make no sale, license, or lease of CPNI to any other party; (3) restrict access to CPNI to only those employees of Dealer that require access to perform services under this Agreement; (4) comply with all data security requirements issued in writing by Company under this Agreement; (5) not use any CPNI for unauthorized or improper purpose; and (6) promptly return all CPNI to Company upon termination or expiration of this Agreement, unless expressly agreed or instructed otherwise by Company. In addition to adhering to these requirements, Dealer should consult with its own independent counsel regarding all laws and regulations that pertain to the protection of consumers’ personal information.

2.4 Prohibitions and Restrictions. 2.4.1 Company may, in its sole and absolute discretion, prohibit Dealer from utilizing any sales

or marketing tactic, channel or method that Company reasonably believes does not fit within Company’s marketing strategy. Dealer, Affiliates and Dealer Persons shall not mislead, deceive or otherwise make any misrepresentation to Subscribers in connection with the terms and conditions of the Service offered to Subscribers. Dealers, Affiliates and Dealer Persons must accurately disclose all material terms and conditions of the Service to Subscribers to enable them to make informed buying decisions. Dealer, Affiliates and Dealer Persons are prohibited from conducting any (a) telemarketing, faxing, or texting that is not in compliance with the Marketing Tactics Dealer Policy statement attached hereto on Schedule 1 (the “Marketing Tactics Dealer Policy”) or any other applicable Dealer Policies (as defined in Section 7); and (b) electronic commerce effort (e.g., email marketing) except with the written permission from Company as described in this Section 2.4.1 and then in strict accordance with the Marketing Tactics Dealer


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Policy and any other applicable Dealer Policies. Any exceptions to this restriction must be made in writing and signed by a Vice President of Company. If Company reasonably suspects Dealer, Affiliates, or Dealer Persons are using any third party to market or generate leads for Dealer by telemarketing, faxing, email, text, conducting home solicitations, or any other similar form of marketing, Company may immediately terminate this Agreement. Dealer, Affiliates, and Dealer Persons shall at all times comply with all Dealer Policies regarding marketing tactics including, but not limited to, the Marketing Tactics Dealer Policy. Company may immediately require additional training and/or termination if Dealer or any Affiliate or Dealer Person is found to be engaged in marketing or sales practices in non-compliance with this Agreement or Dealer Policies. For the avoidance of doubt and in addition to Section 11.9, Dealer further agrees to indemnify Company for defending itself against any complaint or claim brought related to such non-compliant sales or marketing activities. Company may also immediately terminate the Agreement if Dealer, Affiliate, or Dealer Person is found to have made misrepresentations to Company about its sales or marketing activities, and Dealer agrees to indemnify Company and any AT&T Affiliates for defending itself or any AT&T Affiliates against any complaint or claim brought related to sales or marketing activities that are not in compliance with this Agreement or the Dealer Policies.

If (a) Dealer receives any Subscriber complaint related to Dealer, Affiliate, or any Dealer Person’s sales or marketing practices; or (b) Company receives any Subscriber complaints related to Dealer, Affiliate, or any Dealer Person’s marketing practices and forwards such complaint to Dealer, Dealer shall immediately investigate and respond appropriately to Company and to the Subscriber in prompt and reasonable time that does not exceed 10 business days. Upon request from Company, Dealer will provide Company with a complete copy of the complaint, Dealer’s response and all related documents, records, and/or correspondence. If Dealer is unable to resolve a Subscriber complaint, Dealer shall provide such Subscriber, in writing, Company contact information in accordance with the applicable Dealer Policy. If Dealer receives an inquiry or complaint from a regulatory or government authority, or a complaint from a consumer initiating arbitration or litigation alleging Dealer violated any laws related to its marketing activities, Dealer shall immediately forward such complaint to Company, along with all related documents, records, and correspondence, and a written explanation of what occurred. Dealer shall allow AT&T Affiliates to participate in the response to any such government inquiry or investigation, or consumer litigation to the extent that Company deems it appropriate to do so.

2.4.2 Dealer is prohibited from (a) offering or selling Service through any third-party; (b) sharing any compensation earned under this Agreement, directly or indirectly, with any other person or entity that sells Service (except Dealer Persons); and (c) allowing any other person or entity to use dealer codes or Company system log on credentials issued by Company to Dealer hereunder. Any exceptions to these prohibitions must be under a separate written amendment between the parties or as expressly allowed under a Dealer Policy.

2.4.3 Dealer is prohibited from interfering with the contractual relationship between AT&T Affiliates and Subscribers in any way. Dealer is not permitted to (a) bill or collect or attempt to collect any money from a Subscriber or potential Subscriber for Services or Equipment, except for prepaid Services and security deposits as may be expressly agreed in writing by Company; (b) take any financial responsibility for a Subscriber’s Service charges or provide any form of financing related to the Services or Equipment, including making payment on behalf of the Subscriber via a Dealer credit/debit card or other form of payment, as a closing tool or otherwise; (c) suggest or facilitate any arrangement to improperly decrease a Subscriber’s financial obligation with respect to Services; or (d) require a Subscriber to pay any fee or charge to Dealer that in any way changes the terms of a Service offer.

2.4.4 Company reserves the right to declare selected Service as non-authorized Service by restricting Dealer from selling such Service: (a) on certain service rate plans or features; (b) on certain types of technologies; (c) on certain models or types of Equipment; (d) to certain specifically enumerated Subscribers; (e) to certain categories of Subscribers, such as those that generate revenues above a specific level or government or corporate entities; and (f) by certain sales and marketing methods. All applicable restrictions are, or will be, set forth in the Dealer Policies or may be communicated to Dealer in writing from time to time.

2.5 Other Competitive Distributors. AT&T Affiliates currently market and sell Service, Service plans, Equipment, and other products and services directly to existing and potential Subscribers and have also appointed other dealers, retailers, resellers, and others to sell Service in direct competition with Dealer. AT&T Affiliates are expressly permitted to continue these competitive direct and indirect distribution practices through any means and at any location regardless of the proximity to any Dealer location, area or territory. AT&T Affiliates and others may also sell Service, Service plans, Equipment, and other products and services, including those that Dealer is not authorized to sell, and provide installation, repair, or warranty service in any Dealer location, area or territory. In addition, AT&T Affiliates may enter into agreements with other distributors, dealers, retailers, resellers, and others that contain compensation, terms and conditions that are different than the compensation, terms and


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conditions in this Agreement, and that permit these competitive distributors to offer Service, Service plans, Equipment, and other products and services in Dealer’s location, area or territory that are different than the Service, Service plans, Equipment and other products and services that Dealer is authorized to distribute under this Agreement. Company, in its sole discretion, determines which Service, Service plan, Equipment and other products and services that Dealer is authorized to distribute under this Agreement and Company is not obligated to authorize Dealer to distribute any of the Service, Service plan, Equipment, and other products or services offered by any competitive distributors.

2.6 Acknowledgments and Representations. 2.6.1 Company and Dealer understand and accept that the terms, conditions, and covenants

contained in this Agreement are reasonably necessary to maintain Company's and AT&T Affiliates’ high standards for Service and to protect and preserve the goodwill of Company's and AT&T Affiliates’ brand and the Services. Dealer represents and acknowledges that it has made material representations to Company in its application to become an authorized dealer of Company and that Company has relied upon these representations as a material inducement to enter into this Agreement.

2.6.2 Dealer represents and warrants to Company that the execution and performance of this Agreement does not violate any other contract or obligation to which Dealer, Affiliate, or any Dealer Person is a party, including without limitation, terms relating to exclusivity, covenants not to compete, exclusive dealing, and confidentiality. Dealer must not disclose to Company, or use or induce Company to use, any proprietary information or trade secrets of any other person, association or entity.

2.6.3 Company expressly disclaims the making of, and Dealer acknowledges that Dealer, Affiliates and Dealer Persons have not received, have no knowledge of, and are not relying on any representation by any employee or representative of the AT&T Affiliates as to: (a) the revenue or profitability that Dealer might achieve as a result of entering into this Agreement; (b) the number of Service activations, upgrades, or other business activity that Dealer may facilitate as a result of entering into this Agreement; (c) the quality of the Service or the network, satellites or technology from which Services are provided; or (d) any other factor relating to the business operations of Dealer, except as expressly set forth in this Agreement. Dealer represents that it has independently investigated the risks and opportunities of the business outlined in this Agreement and has independently decided to sign this Agreement, with the opportunity to seek the advice of counsel before signing. 3. Dealer Employee Discount Programs.

3.1 Company may, at Company’s discretion, enable Dealer to provide certain of Dealer’s employees with the ability to purchase certain products and/or services from AT&T Affiliates at a discounted price (“Discount Programs”). Such Discount Programs shall be provided solely for the benefit of Dealer and are intended to enhance Dealer’s ability to effectively sell AT&T Affiliates’ products and services. The terms and conditions for the Discount Programs will be separately provided to Dealer. These terms and conditions are subject to change at any time in Company’s sole discretion. Any or all Discount Programs can be terminated upon written notice in Company’s sole discretion.

3.2 Dealer shall be solely responsible for determining which of its employees are eligible for a Discount Program, provided that Dealer will make the discounted price of a particular Service available only to its employees who are directly responsible for the sale of such Services by the Dealer. Dealer will provide Company with an initial list of all such eligible employees with corresponding service addresses within thirty (30) days of execution of this Agreement or applicable amendment to add such Services to this Agreement, and will notify Company within two business days of the termination of any Dealer employee previously eligible for a Discount Program. Company shall be entitled to rely on Dealer’s compliance with this notification requirement to establish any individual’s continued eligibility. Company will have the right, but not the obligation, to audit eligibility for a Discount Program. Dealer employees will not be eligible for a Discount Program following their separation of employment with Dealer.

3.3 For the avoidance of doubt, Company is not responsible for any withholding, reporting, and information disclosure requirements associated with any Discount Program.

3.4 The Discount Programs described herein shall terminate the sooner of (a) the date of termination of the Agreement, or applicable Service Schedule; (b) the date Dealer notifies Company in writing that it no longer wishes to participate in the Discount Programs; or (c) the date the Discount Programs are terminated by Company.

4. DEALER’S RESPONSIBILITIES.

4.1 General. Dealer, Affiliates, and Dealer Persons must not take any action inconsistent with this Agreement and must support Company's efforts in providing Service to Subscribers. Dealer, Affiliates, and Dealer


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Persons must provide timely, courteous, and efficient service to Subscribers and must be governed in all dealings with members of the public by the highest standards of honesty, integrity, ethical conduct, and fair dealing. Dealer, Affiliates, and Dealer Persons must not hold itself out as an agent of any AT&T Affiliates or as entitled to speak on behalf of any AT&T Affiliates, and must always identify itself in interactions with consumers. Dealer must not engage in any business practice, promotion, or advertising that may be harmful to any AT&T Affiliate’s business, reputation, or goodwill, including without limitation, making any misleading statements or descriptions that dishonor, discredit, or reflect adversely on any AT&T Affiliates. Dealer is solely responsible for the conduct and actions of Dealer, Affiliates and Dealer Persons.

4.2 Confidentiality. 4.2.1 Dealer may receive certain confidential or proprietary information relating to one or more

of the AT&T Affiliates, including without limitation, lists of Subscribers, Subscriber Information, CPNI, technical, financial, and business information, including without limitation, compensation information, the terms of this Agreement, computer programs, data, specifications, Service and sales methods, advertising, promotion and marketing strategies, programming strategies, prices, and other information not generally known to the public relating to the AT&T Affiliates (collectively, "Confidential Information"). Any Confidential Information disclosed to Dealer has been disclosed solely for the performance of its duties under this Agreement, and any improper use or disclosure would irreparably injure Company. All Confidential Information is Company’s trade secret information and exclusive property, and must be returned to Company or completely destroyed upon Company’s request or upon the termination or expiration of this Agreement.

4.2.2 During and after the Term, Dealer must not directly or indirectly, divulge, sell, give away, or transfer any Confidential Information. Dealer may only use Confidential Information for the performance of its duties under this Agreement. Dealer must comply with further confidentiality, security, and privacy restrictions related to Confidential Information that is personal information of Subscribers, CPNI or Subscriber Information, as set forth in the Dealer Policies. Dealer may only provide its Affiliates and Dealer Persons with the specific Confidential Information that they require for the performance of Dealer’s duties under this Agreement. Dealer must advise these Affiliates and Dealer Persons of the non-disclosure restrictions under this Agreement, and make reasonable efforts to prevent the improper disclosure or use of Confidential Information, including without limitation, having any Affiliates and Dealer Persons who are not Dealer’s employees agree in writing not to disclose any Confidential Information in accordance with this Agreement. If Dealer is served with any form of legal process to obtain Confidential Information, it must immediately notify Company to give it the opportunity to seek to quash this process. Notwithstanding anything to the contrary herein, Subscriber Information shall remain confidential indefinitely and shall never be disclosed or used without the prior written approval of an authorized representative of Company.

4.2.3 Except as expressly permitted in or required by this Agreement, Dealer, its Affiliates and Dealer Persons are prohibited from processing, using or disclosing AT&T Data Assets for any purpose or in a manner that violates applicable law, rules or regulations, or creating, processing, using or disclosing AT&T Derived Information for any purpose or in a manner that violates applicable law, rules or regulations. Except as expressly provided to the contrary in this Agreement, as between AT&T Affiliates and Dealer, AT&T Affiliates own all rights in and to AT&T Data Assets and AT&T Derived Information. Except as expressly prohibited by law, within ten (10) business days of the later of the expiration or termination of this Agreement or the completion of any requested termination assistance services, Dealer shall destroy any and all AT&T Data Assets or AT&T Derived Information including any copies remaining in Dealer’s possession or under Dealer’s control. Upon Company’s request, Dealer will deliver to Company written certification confirming such destruction.

4.3 Required Company Systems and Required Equipment. If Company, in its sole discretion, provides Dealer access to any of Company’s systems for purposes of performing Dealer’s duties under this Agreement, Dealer, Affiliates, and Dealer Persons must use this access only for the purpose authorized explicitly in writing by Company and comply with all system and equipment requirements provided by Company. If Company provides any equipment or software for this purpose, the equipment and software are the sole property of Company at all times, and any software may be subject to a separate license agreement. Company, in its sole discretion, may limit, restrict or block Dealer’s, Affiliates’, and Dealer Persons’ access to Company systems as Company in its sole discretion deems necessary to protect Company and Subscribers.

4.4 Company Information Security Requirements. Dealer agrees to comply with all applicable provisions of AT&T’s Supplier Information Security Requirements (SISR), as revised by Company from time to time in its sole discretion, incorporated herein by reference. Dealer agrees to periodically review the SISR website (http://www.attsuppliers.com/misc/ATT_SISR_Appx.pdf) to remain familiar and compliant with current SISR requirements. Dealer shall cooperate fully with Company, including by completing checklists or similar

http://www.attsuppliers.com/misc/ATT_SISR_Appx.pdf


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documentation, to ensure that Confidential Information, AT&T Derived Information, software and/or computer systems Dealer develops, designs, supports and/or uses under this Agreement comply with the SISR standards and requirements.

4.5 Non-Solicitation. While this Agreement is in effect and for two years after it terminates or expires, Dealer, Affiliates and Dealer Persons must not knowingly contact Subscribers who conducted any business with Dealer under this Agreement for the purpose of: (a) soliciting or giving any incentive to those Subscribers to terminate their agreement with any of the AT&T Affiliates; or (b) converting those Subscribers to a Competitive Service. During the two-year period after this Agreement terminates or expires, if any person known to be a Subscriber contacts Dealer, Affiliates, and Dealer Persons regarding any aspect of Service, Dealer, Affiliates, and Dealer Persons must refer the person directly to Company.

4.6 Solicitation and Enrollment. Dealer, Affiliates, and Dealer Persons must solicit Subscribers strictly in accordance with the Dealer Policies for enrollment of Subscribers. Company has the sole right to accept or reject all applications for Service. Dealer must market Service that Dealer is authorized to sell to potential Subscribers at rates and on terms and conditions established and published solely by Company, as revised by Company from time to time. Dealer has no right or authority to offer any other Service plans, or to vary in any way, rates, rate plans, terms, or conditions related to Service. Dealer must comply with any Dealer Policies regarding security deposits for Service. Dealer shall comply and ensure its Affiliates and Dealer Persons comply with all Company requirements related to customer disclosure statements governing the sale of Services and implement processes and procedures to monitor and ensure that Dealer is following such requirements with every Subscriber served by Dealer.

4.7 Subscriber is Company’s Customer. Once activated under this Agreement, the Subscriber is a customer of Company, and Company is solely responsible for providing billing services to Subscribers. Company and any AT&T Affiliates may also directly market to and solicit Subscribers for any purpose, without obligation or liability to Dealer. Dealer must not interfere with the contractual relationship between Company and Subscriber in any way.

4.8 Fraudulent Activity. Dealer, Affiliates, and Dealer Persons must not engage in any fraud and must assist Company’s efforts to prevent any fraudulent activity under or related to this Agreement, including without limitation, fraudulent or abusive subscription to or use of Service or access to a Subscriber account, accessing Subscriber accounts for fraudulent or improper purposes, providing false or fictitious Subscriber Information, and Dealer must comply with all fraud prevention Dealer Policies. Dealer must not process any application for Service or facilitate Service that would in any way improperly inflate the compensation it receives. If Company determines that Dealer, its Affiliates or Dealer Persons have engaged in fraud or performed any Subscriber activations or facilitated any Services for any Subscriber in a fraudulent, deceitful, or misleading manner, then Company may take any action it reasonably believes appropriate, including without limitation, termination of the Agreement immediately upon written notice to Dealer without opportunity to cure. Under such circumstances, Dealer is also not entitled to compensation under this Agreement for this activity and Dealer is required to compensate Company for losses caused by Dealer, Affiliate, or Dealer Person’s actions in violation of this section or of the related Dealer Policies, including but not limited to any amount Company is compelled, or in its reasonable judgment according to its standard practices decides, to pay or credit a Subscriber in compensation for such Dealer activity. Dealer agrees to fully cooperate with any Company investigations, including investigations of fraud and breaches or misuse of Confidential Information, including Subscriber Information.

4.9 Dealer's Business Records. Dealer must create and maintain at its principal office, and preserve for at least four (4) years from the date of their preparation, complete and accurate records of its business conducted under this Agreement. These records must include, without limitation, records of all activations of Subscribers, compensation earned, advertising, marketing, Subscriber solicitations (including any Subscriber call recordings required by Dealer Policy), Equipment lease/sales, and Subscriber complaint and resolution of such complaints. These records must be provided to Company upon request with reasonable advance notice. Dealer must comply with all requirements for the destruction of business records imposed by law, in addition to all Company requirements that are set forth in this Agreement and the Dealer Policies. Upon reasonable advance notice, Dealer must allow Company or its representative access to Dealer’s facilities during normal business hours for inspection of these locations and of these business records and to verify compliance.

4.10 Minimum Performance Requirements. Company may require Dealer to achieve minimum performance requirements related to Dealer’s sales and service performance of any Service sold under this Agreement, as specifically set forth in a Service Schedule, Dealer Policy or other written notice (“Minimum Performance Requirement”). Company may add additional Minimum Performance Requirements, or modify existing Minimum Performance Requirements in any way, with thirty (30) days advance written notice to Dealer. In


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addition to any other rights hereunder, in the event Dealer fails to meet any Minimum Performance Requirement, Company may terminate the applicable Service Schedule immediately upon written notice to Dealer, without opportunity to cure.

4.11 Insurance. 4.11.1 During the Term, with respect to work performed under this Agreement and in addition to any

Dealer indemnification obligations hereunder, Dealer shall at its sole cost and expense, maintain the following insurance coverages and limits. In addition, with respect to any coverage maintained in a “claims-made” policy, Dealer shall, at its sole cost and expense, maintain such coverages and limits for two (2) years following the termination of this Agreement;

(a) Workers’ Compensation, where required by law, insurance with benefits afforded under the laws of any state in which Dealer, Affiliates, and Dealer Persons perform any work under this Agreement and Employers Liability insurance with limits of at least: $500,000 for Bodily Injury – each accident $500,000 for Bodily Injury by disease – policy limits $500,000 for Bodily Injury by disease – each employee To the fullest extent allowable by law, the policy must include a waiver of subrogation in favor of Company, AT&T Affiliates, and their directors, officers and employees. (b) Commercial General Liability insurance written on Insurance Services Office (ISO) Form CG 00 01 or a substitute form providing equivalent coverage, covering liability arising from premises, operations, personal injury, products/completed operations, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract), with limits of at least: $2,000,000 General Aggregate limit $1,000,000 each occurrence limit for all bodily injury or property damage incurred in any one (1) occurrence $1,000,000 each occurrence limit for Personal Injury and Advertising Injury $2,000,000 Products/Completed Operations Aggregate limit The Commercial General Liability insurance policy must: i. include Company, AT&T Affiliates, and their directors, officers, and employees as Additional

Insureds. Upon request, Dealer shall provide a copy of the Additional Insured endorsement to Company. The Additional Insured endorsement may either be specific to Company or may be “blanket” or “automatic” addressing any person or entity as required by contract.

ii. include a waiver of subrogation in favor of Company, AT&T Affiliates, and their directors, officers and employees;

iii. be primary and non-contributory with respect to any insurance or self-insurance that is maintained by Company; and

iv. any exclusion to property in the care, custody and control of the insured must be deleted. (c) Business Automobile Liability insurance, if vehicles will be used in the performance of this contract, with limits of at least $1,000,000 each accident for bodily injury and property damage, extending to all owned, hired, and non-owned vehicles. (d) Umbrella/Excess Liability insurance with limits of at least $1,000,000 each occurrence with terms and conditions at least as broad as the underlying Commercial General Liability, Business Auto Liability, and Employers Liability policies. Umbrella/Excess Liability limits will be primary and non-contributory with respect to any insurance or self-insurance that is maintained by Company. (e) Media Liability insurance with limits of at least $1,000,000 each claim or wrongful act.

4.11.2 Dealer shall require any Affiliates and Dealer Persons who perform work under this Agreement to maintain coverage, requirements, and limits at least as broad as those listed in this Section 4.11. Dealer shall require its Affiliates and Dealer Persons to add Company, AT&T Affiliates, and their directors, officers and employees as Additional Insureds to their Commercial General Liability policy on a primary and non-contributory basis.

4.11.3 Dealer, Affiliates and Dealer Persons shall procure the required insurance from an insurance company eligible to do business in the state or states where any work will be performed under this Agreement by Dealer, Affiliates or Dealer Persons, and having and maintaining a rating of “A- / VII” or better as rated in the A.M. Best Key Rating Guide.

4.11.4 Upon request, Dealer, Affiliates and Dealer Persons will provide Company certificates of insurance and/or endorsements evidencing the required insurance. The failure of Company to demand such certificate of insurance or failure of Company to identify a deficiency will not be construed as a waiver of Dealer, Affiliate’s or Dealer Person’s obligation to maintain the insurance required under this Agreement.


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4.11.5 Dealer acknowledges and agrees that the mandatory insurance described above does not represent that coverage and limits will necessarily be adequate to protect Dealer, nor shall it be deemed as a limitation on Dealer’s liability to Company in hereunder.

4.11.6 Dealer, Affiliates and Dealer Persons may meet the required insurance coverages and limits with any combination of primary and Umbrella/Excess liability insurance.

4.11.7 Dealer, Affiliates and Dealer Persons are solely responsible for any deductibles or self-insured retention requirements.

4.11.8 Dealer, Affiliates and Dealer Persons shall provide or have the issuing insurance company provide at least thirty (30) days advance notice of cancellation, non-renewal or material reduction in coverage, terms, or limits.

4.12 Regulatory Matters. This Agreement is subject to changes necessary to comply with the laws, orders, consent decrees, or regulations of local, state, and federal regulatory agencies with jurisdiction over Service in any applicable area, market or territory or over Dealer's activities. Company may take any action it determines is reasonably necessary to comply with these laws, orders, consent decrees, and regulations. Dealer must not take any action inconsistent with Company’s efforts, and must cooperate with Company before any regulatory authorities.

4.13 Compliance with Laws. Dealer must comply with all local, state, and federal laws and regulations applicable to Dealer’s business under this Agreement, including all those applicable to any Affiliate or Dealer Person who performs work or service related to this Agreement. Dealer must not discriminate against any Subscriber, employee, or applicant for Service because of race, color, religion, age, sex, sexual orientation, national origin, physical handicap, or other legally protected characteristic during the performance of this Agreement, and must comply with all applicable nondiscrimination laws. Dealer must also comply with AT&T’s Principles of Conduct for Suppliers found at: http://www.attsuppliers.com/misc/SupplierSustainabilityPrinciples.pdf.

Without limiting the generality of the foregoing provision, Dealer, its Affiliates and Dealer Persons shall comply with all local, state, and federal laws, all applicable tariffs, and all applicable rules and orders of judicial and regulatory bodies regulating the conduct of the services to be provided under this Agreement, including, but not limited to (i) all laws, tariffs, rules and orders relating to the monitoring of employees’ telephone calls with Subscribers, and (ii) all laws, tariffs, rules and orders relating to telemarketing and caller ID (collectively referred to as “Telemarketing Rules”) including the Telephone Consumer Protection Act (“TCPA”), the Telemarketing and Consumer Fraud and Abuse Protection Act, the Telemarketing Sales Rule (“TSR”), California Public Utilities Code section 2893, California Business & Professions Code section 17590 et seq., and all similar laws of the state or states in which Dealer, its Affiliates and Dealer Persons are located and/or to which they are placing telephone calls. If ever any such laws, tariffs, rules, and orders should purport to regulate the conduct of Company when Company performs such services on its own behalf, but not purport to regulate the conduct of Dealer as an independent contractor providing such services, Dealer shall nevertheless comply with such laws, tariffs, rules, and orders as though it were subject to the same obligations as Company.

4.14 Exclusivity. Dealer’s exclusivity obligations are as set forth in the Service Schedules. Violation of same is a material breach of this Agreement and Company shall have the right to immediately terminate this Agreement without opportunity to cure.

4.15 Background Checks. 4.15.1 Subject to any laws to the contrary, Dealer shall make all reasonable efforts, including checking the

background, and verifying the personal information to verify whether any Dealer Person whom Dealer proposes to have perform any work under the Agreement that permits physical, virtual or other access to AT&T Affiliates’ or Subscribers’ systems, networks, Confidential Information, or Subscriber premises ( “Access”) at any time during the Term (a) has been convicted of any felony, or has been convicted of any misdemeanor involving violence, sexual misconduct, theft or computer crimes, fraud or financial crimes, drug distribution, or crimes involving unlawful possession or use of a dangerous weapon (“Conviction”) or is identified on any government registry as a sex offender (“Sex Offender Status”); and (b) in addition to the requirements of (a) above, perform a test on any Dealer Person for use of illicit drugs (including opiates, cocaine, cannabinoids, amphetamines, and phencyclidine (PCP), unless such test is not permitted by applicable law (“Drug Screen”), whom Dealer proposes to have Access to a Subscriber’s premises and not permit any such Dealer Person presenting a positive Drug Screen to have such Access. Dealer shall comply with the obligations of Subsection (a) above by a background check of applicable records for those counties, states, and federal court districts, and where applicable, foreign countries, in which a proposed Dealer Person has identified as having resided, worked, or attended school in the previous ten (10) years, unless a shorter period is required by any federal, state, local or country law.

http://www.attsuppliers.com/misc/SupplierSustainabilityPrinciples.pdf


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4.15.2 Dealer acknowledges and agrees that it is Dealer‘s sole and exclusive responsibility to determine whether a Dealer Person’s Conviction or Sex Offender Status has a reasonable relationship to the individual’s fitness or trustworthiness to perform the work subject to applicable laws on the consideration of criminal convictions in making employment decisions. If however a Dealer Person needs to have Access, Company may require additional background information about and/or drug screening for the Dealer Person, when required by applicable law or regulation, before permitting that individual to have Access.

4.15.3 Dealer represents and warrants to Company that, to the best of its knowledge, no Dealer Person has (a) falsified any of his or her identification credentials, or (b) failed to disclose any material information relevant to the performance of any work. Any Dealer Person who has falsified such identification credentials or failed to disclose such information shall not have Access or perform work for AT&T Affiliates under this Agreement. Dealer shall maintain records of all background checks and Drug Screens performed for Dealer Persons under this Agreement for a period of ten (10) years, or for such shorter period if provided by applicable law, for Company to verify compliance with this Section.

4.15.4 For the avoidance of doubt, the provisions in this Section apply to all Dealer Persons regardless of hire/retention date.

5. COMPANY’S RESPONSIBILITIES.

5.1 Service. AT&T Affiliates will provide Service to Subscribers subject to regulatory and legal approvals, and based on Company’s own guidelines and standards for the provision of Service, which Company may change from time to time at its sole discretion.

5.2 Training. Company will make training available to Dealer for it to properly promote, market, and take orders for the sale of the relevant Service under this Agreement, in Company’s sole discretion.

5.3 Marketing Support. Company will promote and advertise its Service and provide promotional literature from time to time as Company deems appropriate. However, Company is not obligated to mention Dealer or any Dealer locations in Company advertising.

5.4 Compliance with Laws. Company will comply with all local, state, and federal laws applicable to Company’s business under this Agreement.

5.5 Reporting. Company will provide information and reporting related to Dealer’s business conducted under this Agreement as Company considers appropriate based on Company’s systems and capabilities. 6. COMPENSATION.

6.1 Compensation Attachments. Subject to the terms and conditions of this Agreement, Dealer will earn from Company the compensation set forth in the applicable compensation attachment to each Service Schedule (each, a “Compensation Attachment”). The Compensation Attachment shall specify all of the compensation that Dealer is eligible to earn subject to the terms and conditions of this Agreement.

6.2 Modifications. Company may modify the terms and conditions or the payment amounts (including elimination of payment) of every type of compensation offered under this Agreement in any way with at least 30 days advance written notice to Dealer. Company may, without advance notice to Dealer, stop offering any Equipment, Service plans, or other products and services, or may introduce new or revised Service plans and new Services with different compensation than what is set forth in the applicable Compensation Attachment, or introduce or withdraw additional limited duration special sales incentive payments (“SPIFs”). Dealer’s consent is not required to implement any such changes.

6.3 Offset/Recoupment. Company may, at any time, offset and recoup against any and all amounts owed to Dealer or its Affiliates any amounts owed or to be owed by Dealer or its Affiliates to Company or the AT&T Affiliates, including without limitation, amounts owed under this Agreement, or any other agreement, and any costs or damages incurred by Company or subject to indemnification by Dealer.

6.4 Compensation Net of Chargebacks. All compensation earned by Dealer under this Agreement for a Subscriber must be paid back to Company if the Subscriber deactivates from Service or other changes to Service occur that constitute a chargeback, as more specifically described in each Compensation Attachment (“Chargeback”). The time period in which a Chargeback applies is set forth in each Compensation Attachment (the “Chargeback Period” or “Commissionable Term”). Dealer is not eligible to receive any compensation generated under this Agreement until after Dealer’s Chargebacks have been deducted.

6.5 No Rebates or Sharing. Dealer shall not rebate or share any compensation with another contractor/dealer of Company, or any other party. Dealer may not combine any referrals of Subscribers with another independent dealer or referral contractor. Dealer acknowledges that any orders submitted under another dealer’s


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account number or through such other dealer’s electronic interface with Company shall not be credited to Dealer for purposes of calculating and Compensation.

6.6 Compensation Reconciliation. To the extent Dealer believes that (a) it has completed any transaction for which Dealer is entitled to compensation under this Agreement and (b) Company has not paid, or has underpaid or overpaid, Dealer for such transaction, prior to raising any dispute with respect to such transaction, Dealer must submit such transaction to Company for reconciliation through Company’s standard reconcile process. Company will perform an independent review of all transactions so submitted to determine if Company erroneously failed to pay, overpaid or underpaid Dealer for such transaction, and Company will adjust compensation to reflect the results of such reconciliation. Reconciliation is a mandatory prerequisite to raising any dispute regarding payment for a transaction. Dealer must request reconciliation within 180 days of the issuance of the compensation statement which contains the disputed transaction to be reconciled. Dealer’s failure to request a reconciliation within such 180 day period is an absolute bar to raising any disputes regarding compensation for such transaction. 7. DEALER POLICIES AND SUPPLEMENTS. Dealer, Affiliates and Dealer Persons must comply with all policies governing the conduct of Dealer's business under this Agreement reasonably prescribed from time to time by Company. All policies, including the Marketing Tactics Dealer Policy, issued by Company under this Agreement are incorporated by reference in this Agreement in their entirety (“Dealer Policies”). Dealer’s failure to comply with any Dealer Policy is a material breach of this Agreement and may subject Dealer to monetary remedies as specifically outlined in a Dealer Policy, forfeiture of Dealer’s right to sell certain Equipment or Services, termination of the Agreement, or other remedies identified in the Dealer Policies. Company will send written notice to Dealer of any new Dealer Policies issued by Company or of any changes to existing Dealer Policies. Dealer shall also comply with other operational manuals, procedural guides, or information statements that Company may issue from time to time, and cooperate and comply with any investigation into complaints that Dealer is in violation of any Dealer Policy. 8. USE AND PROTECTION OF MARKS.

8.1 Use of Marks. During the Term, Company authorizes Dealer to use its trademarks, service marks, trade names, logos, or similar markings that Company of AT&T Affiliates own or are licensed to use (“Marks”) in the manner and subject to the limitations contained herein, including the Dealer Policies and any other official Company branding documents including https://brandcenter.att.com. Company will publish a list of authorized Marks that Dealer is licensed to use in its approved advertising on a nonexclusive basis and the words identifying or qualifying Dealer’s relationship to Company, all of which Company may change from time to time. Dealer must strictly comply with all Company branding requirements such as sizes, dimensions, typography, and colors when using Company’s brand or Marks. Dealer must indicate that Company is the provider of the Service in its advertising, and may only use Marks in its advertising as expressly authorized by Company. In maintaining its sole control over its brand, Company determines if and how its brand and Marks may be used by Dealer in any application. Company may deny the right or revoke any approval to use its brand or Marks at any time in its sole discretion. Dealer must not use the Marks for any other purpose without the express prior written consent of Company.

8.2 No Transfer of Rights. This Agreement does not transfer any rights to use any Marks (except to the limited extent expressly set forth herein) and does not confer upon Dealer any goodwill or other interest in the Marks. All Marks and the great value of the associated goodwill are the exclusive property of Company. All displays, banners, signs, and other similar tangible property bearing Company’s name or Marks are the sole property of Company. Dealer must not challenge Company's ownership of the Marks in any way. Company transfers no rights and grants no licenses, express or implied, under any patents or other intellectual property owned or licensed by Company.

8.3 Unauthorized Use. Any unauthorized use of the Marks by Dealer, its Affiliates and Dealer Persons constitutes infringement of Company's rights and a material breach of this Agreement. Dealer is expressly prohibited from identifying or using the brands or Marks owned or licensed by the AT&T Affiliates, or any variation of them, in any business or government filings, certifications, or registrations, including without limitation, tax filings, fictitious name, dba name, trade name, or assumed name filings, certificates, or registrations. This prohibition extends to any store directory, phone directory, or other directory listings, whether in print or online, to reference the name of Dealer’s entity. Dealer is further prohibited from creating a combination mark or logo using its name or any other name or mark with the Marks, or bid for or use the Marks in any form or as part of any Internet domain name, as a URL, as a metatag, as a keyword in connection with a search term or search engine, or for a banner advertising or paid placement in marketing. Upon demand by Company or upon termination or expiration of

https://brandcenter.att.com/


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this Agreement for any reason, Dealer must immediately discontinue use of all Marks. In this event, Dealer must promptly remove and return all signage and other materials bearing Company’s name or Marks. If Dealer does not promptly comply, it must allow Company to enter Dealer’s premises to remove these materials upon five (5) business days advance notice. If Company removes Dealer’s signage bearing Company’s name or Marks, Dealer is responsible for Company’s removal expenses, and Company may withhold this amount from any money it owes to Dealer. If landlord or governmental approval is required to remove any signage, Dealer must take reasonable action to assist Company’s efforts to obtain these approvals. Dealer must cooperate with Company’s efforts to protect its Marks and other intellectual property.

8.4 Advertising and Marketing. Dealer is under no obligation to conduct any type of advertising. If Dealer chooses to advertise, however, all advertising, marketing and promotional materials related to Company’s Equipment, Services, Service plans, and other products and services (including internet/on-line advertising) shall be subject to Company’s prior approval and must conform to the highest ethical standards for advertising, take all reasonable steps to make sure its advertising materials are factually correct, comply with applicable laws and correctly use the Marks in accordance with Dealer Policies, AT&T Brand Books, Style & Usage Guides, and digital marketing guidelines. No approval shall limit Dealer’s obligation to comply with applicable law, and in particular, laws restricting telemarketing, as outlined in the Marketing Tactics Policy and other Dealer Policies. Advertising text submitted to Company for brand and national offer review, and potentially for co-op payment (if applicable), is not endorsed or approved by Company as compliant with all potentially applicable laws, and Company does not approve, make recommendations or determine what medium Dealer uses for advertising, other than to require adherence to all applicable laws. Within paid search advertising, Dealer may not use Marks within paid search ad copy and may not bid on branded keywords for any of the brands within the AT&T portfolio. These brands include, but are not limited to: AT&T, DIRECTV, U-verse, Cricket, and Digital Life. If Dealer wishes to bid on generic unbranded telecom keywords, Dealer must provide Company with no less than two weeks’ notice before intended activation date of ads. All unbranded paid search advertising campaigns must be submitted to AT&T for review, including ad copy, keywords and landing pages. 9. TERMINATION.

9.1 Termination for Cause with Cure Period. Subject to the provisions contained in section 9.2, either party may terminate this Agreement, in whole or in part, including any individual Service Schedule, by written notice to the other party if the other party breaches any material provision of this Agreement. In the event of a breach, the allegedly breaching party must be provided with written notice of any violation of this Agreement and offered thirty (30) days to cure this violation after receiving this notice. If the breach is not cured by the end of the 30 day period, then any previously delivered termination notice becomes effective without further notice. 9.2 Termination for Cause Immediately Upon Written Notice. Notwithstanding section 9.1 above, a breach by Dealer, its Affiliates or any Dealer Person of any part of sections 2.3, 2.4, 2.6.1, 2.6.2, 4.1, 4.2, 4.3, 4.4, 4.5, 4.8, 4.12, 4.13, 4.14, 4.15 or 8 of this Agreement, or any such other provisions of the Agreement where such immediate termination right is expressly stated, is not subject to cure. Accordingly, any such breach gives Company the right to terminate this Agreement immediately upon written notice to Dealer. Either party may also terminate this Agreement, in whole or in part, immediately upon written notice to the other party if the FCC or any other regulatory agency promulgates any regulation or order that prohibits or substantially impedes either party from fulfilling its obligations, or if the other party: (a) becomes financially insolvent; (b) makes an assignment for the benefit of creditors; (c) has an Order for Relief under the United States Bankruptcy Code entered by any federal court against it; or (d) has a trustee or receiver of any substantial part of its assets appointed by any court. Company may also terminate this Agreement immediately upon written notice if for any reason Company is no longer authorized to provide Service within any area, if Company determines Dealer, Affiliates or Dealer Persons made a material misrepresentation or omission to Company during the application process, or if Company determines that Dealer, Affiliates, or Dealer Persons engaged in fraudulent or illegal conduct. 9.3 Termination Without Cause. Either party may terminate this Agreement in whole or in part as it relates to a Service Schedule, for any or no cause, reason or justification, upon at least 30 days’ prior written notice to the other party. THE PARTIES ACKNOWLEDGE AND ACCEPT THE RISK INHERENT IN THE FOREGOING PROVISION.

9.4 Termination Reserve/Payment of Chargebacks. Upon expiration of this Agreement, any notice of termination of this Agreement, or notice of termination of Dealer’s authorization to operate in any market, area or territory, or under any individual Service Schedule, or if Company determines in its sole discretion that Dealer is likely to stop doing business in any market, area or territory or under any individual Service Schedule, Company may withhold a reserve from any money otherwise owed to Dealer that may be used to satisfy any obligations owed


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or potentially owed by Dealer to Company, including without limitation, anticipated Chargebacks after the expiration or termination of this Agreement or after Dealer stops doing business. Accordingly, Company may hold a reserve in the amount of the approximate value of Dealer’s Chargebacks over the previous 180 days, adjusted for the amount Company expects Dealer to owe, in Company’s sole discretion. Any remaining balance in the reserve 180 days after the expiration or termination date will be promptly paid to Dealer. Despite any reserve, if Dealer still owes Company money for Dealer’s post-termination/expiration Chargebacks, or for anything else, then Dealer must pay the remaining balance to Company within 30 days of written request. This provision is without prejudice and does not limit, impair, or have any other impact on Company’s right to pursue any obligations or damages that Dealer owes to Company.

9.5 Obligations of Dealer Upon Termination or Expiration. Upon the termination of this Agreement, in whole or in part, Dealer must: (a) discontinue the use of all Marks, and any similar trade names, service marks, trademarks, signs, or designs, and must return to Company all materials containing any Mark or otherwise identifying or relating to AT&T Affiliates business; (b) cease acting as and representing itself in any fashion as a Dealer or representative of AT&T Affiliates; (c) return to Company or destroy those documents, records, software, and other materials (including all copies, either photocopies or electronic copies) that were provided to Dealer by Company or that contain any Confidential Information, including without limitation, all information related to Subscribers and all CPNI; and (d) not knowingly solicit Subscribers in accordance with the non-solicitation provision of this Agreement.

9.6 No Compensation. Upon termination of (a) this Agreement; or (b) Dealer’s authorization to operate in any individual market, area or territory, or under a specific Service Schedule, Dealer’s ability to earn all forms of compensation under this Agreement ends, including without limitation, any eligibility for Continuing Service Fees (“CSF”), commissions, or SPIFs. However, if under the relevant Compensation Schedule, Dealer is eligible for commission for a Subscriber activation related to an order placed under the applicable Dealer Policy before the events described in 9.5(a) and (b) above and that Subscriber remains active through the relevant Chargeback Period, then Dealer earns its one-time commission for that Subscriber. 10. DISPUTES.

10.1 Notification and Limitation of Actions. A Dispute is defined as any controversy, claim, grievance, or dispute that Dealer may have regarding this Agreement or its relationship with Company. Dealer must notify Company in writing of any Dispute, excluding Compensation Disputes covered below in section 10.2, within 120 days of the date Dealer became aware or should have become aware of the act or omission giving rise to the Dispute. Dealer’s written notice must describe in detail the nature of every claim in the Dispute and any damages alleged to have been suffered. If Dealer fails to comply with the notification provision for a Dispute, then Company is not liable to Dealer for any loss or injury relating to that Dispute. The failure by Dealer to timely notify Company of any Dispute is an absolute bar to the institution of arbitration, or any dispute resolution proceedings, that may have been based upon this Dispute. 10.2 Specific Notification Rules for Compensation Disputes. For any Dispute concerning any form of compensation payable under this Agreement (“Compensation Dispute”), Dealer must notify Company in writing within 180 days of the date that Company issues a compensation statement that Dealer believes contains a mistake, or that omits information for the period covered by the particular compensation statement. Dealer’s written notice must specifically describe each item of this Compensation Dispute for Company to research in the format required by Company, including without limitation, the amounts claimed to be owed, the date of each disputed item, and each disputed mobile number or Subscriber account number. Company will provide a response for each properly disputed item, but is not required to research or compensate Dealer where Dealer failed to comply with this provision or with any relevant Dealer Policy.

10.3 Mandatory Pre-arbitration Dispute Resolution Procedures. The dispute resolution procedures in this section are required before either party may initiate arbitration for any Dispute. Either party may invoke this pre-arbitration provision by requesting in writing to meet the other party within 14 days, at a mutually agreed time, under this section of the Agreement. A representative of Dealer and of Company who are empowered to resolve the matter must meet at least once and attempt in good faith to resolve the matter. If the matter has not been resolved within 21 days of their first meeting, the matter then becomes the responsibility of a senior executive of each party who has authority to settle the Dispute. The parties must promptly prepare and exchange memoranda stating all of the disputed issues and their positions on these issues, an estimate of the amount of direct losses suffered and of the amount of damages claimed, a summary of the negotiations that have taken place, and attaching relevant documents. A senior executive of Company and Dealer must meet for negotiations within 14 days after the end of the 21-day period referred to above at a mutually agreed time. The first meeting of senior executives should be held at the


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offices of the party receiving the request to meet, and additional meetings will rotate between the offices of Dealer and Company. 10.4 Arbitration of Disputes. 10.4.1 Arbitration Clause. If the parties are unable to resolve the Dispute under the mandatory dispute resolution procedures above, then, except as stated in section 10.4.4 of this Agreement, these unresolved Disputes (including without limitation counterclaims and cross-claims and also including claims based on tort or other legal theories) between Dealer and Company must be resolved by submission to binding arbitration. The parties understand that they are waiving all right to a jury trial, even if this arbitration clause is found to be inapplicable or invalid, in which case a judge must decide the Dispute. The parties must submit any unresolved Disputes to the American Arbitration Association (“AAA”) location nearest to Dealer within the Area to be decided under the then current AAA commercial arbitration rules, as modified by this Agreement. In the event that AAA declines to administer this arbitration, the parties will then mutually agree upon another qualified arbitration institution. The arbitration must be conducted by 3 arbitrators, who must deliver a reasoned decision within 30 days of the close of the hearing. The nature and outcome of any arbitration under this Agreement is Confidential Information. Any arbitration under this Agreement will take place on an individual basis and not consolidated with any other claim; class arbitrations and class actions are not permitted. 10.4.2 Limitations of Actions. All Disputes covered by this provision must be submitted to arbitration by initiating the arbitration no later than 180 days after the aggrieved party became aware or should have become aware of the act or omission giving rise to the Dispute, except for Dealer’s failure to pay invoices for equipment purchased from Company. The failure to initiate arbitration within this period is an absolute bar to the institution of arbitration or any proceedings based on that Dispute. For purposes of Compensation Disputes, either party is deemed to have become aware of the act or omission giving rise to the Compensation Dispute upon the later of the following dates: (a) the date that Company issues the compensation statement that either party believes contains the relevant act or omission; or (b) the date that Company issues its response to any written Compensation Dispute notice submitted by Dealer under this Agreement. The aggrieved party must initiate arbitration under this provision by sending written notice of an intention to arbitrate to all parties. The notice must contain a description of the Dispute, the amount involved, and the remedy sought. Notwithstanding any other limitations set forth in this Agreement, either party is entitled to assert counterclaims within 30 days from the date that it receives notice of any claim asserted against it. 10.4.3 Procedures and Discovery. A prehearing conference must take place to reach agreement on procedural matters, arrange for the exchange of information, obtain stipulations, schedule the arbitration hearing, and attempt to narrow the issues. In order to expedite the arbitration proceedings, the parties agree to place the following limitations on discovery:

(i) Each party may propound no more than 10 interrogatories (each subpart counting as one interrogatory) to each other party;

(ii) The parties may serve document requests. The parties will make reasonable efforts to assert any objections and exchange non-objectionable responsive documents within 45 days after service of the request;

(iii) Each party may depose up to 4 witnesses of each other party (including current and former employees) and up to 2 non-party witnesses per each adverse party. Depositions are to take place in the city where the witness resides, unless otherwise agreed. Any party deposing an opponent's expert witness must pay the expert's fee for attending the deposition;

(iv) Parties may conduct additional discovery beyond the limitations of these express rules only by written stipulation or express permission from the arbitrator upon a showing of good cause; and

(v) Any arbitration hearing must be transcribed by a certified court reporting agency. 10.4.4 Right to Seek Injunction. Notwithstanding anything to the contrary in this arbitration provision, either party may bring court proceedings to seek a temporary injunction or other equitable relief to enforce any right or obligation under this Agreement, pending a final resolution of the merits of the dispute in binding arbitration in accordance with Sections 10.4.1, 10.4.2, 10.4.3, 10.4.5 and 10.4.6. To obtain temporary injunctive or equitable relief, neither party is required to post a bond unless required by law, in which case both parties consent to a bond in the lowest amount permitted by law. 10.4.5 Effect and Enforcement of Award. The award of the arbitrator is final and binding on all parties and may be confirmed or enforced in any court having jurisdiction under the enforcement provisions of the Federal Arbitration Act. This Agreement provides no greater right of review than that which is conferred under applicable state and federal law.


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10.4.6 Fees. The arbitrator, court reporter, and arbitration administration fees are split equally between the parties unless the arbitrator rules otherwise at the conclusion of the arbitration or this allocation is prohibited as a matter of law. If a party defaults on its obligation to pay, the non-defaulting party has the option to either: (a) make the missed payments and recover them at the conclusion of the arbitration regardless of who prevails, or (b) forego the use of the arbitration process and bring its claim to a court having jurisdiction. If the non-defaulting party brings its claim to a court having jurisdiction, then any statutory or contractual limitations period is tolled from the time that the arbitration was initiated until the matter is officially closed. 11. MISCELLANEOUS.

11.1 Governing Law. Except to the extent governed by federal laws or regulations that preempt state law, the entire relationship of the parties based on this Agreement is governed by the substantive laws of the State in which Dealer has its principal place of business, without reference to its choice of law rules.

11.2 Cumulative Rights/Waivers. The rights of the parties under this Agreement are cumulative and not exclusive of any other rights or remedies. Either party’s waiver of any right or remedy under this Agreement does not constitute a waiver of that same right or remedy or of any other right or remedy on a future occasion.

11.3 Events Beyond a Party’s Control. Neither party is liable for loss or damage or is in breach of this Agreement if its failure to perform its obligations results from: (a) compliance with any law, order, regulation, or requirement of any federal, state, or local government, or any court of competent jurisdiction; (b) acts of God; or (c) fires, strikes, embargoes, war, terrorism, insurrection, riot, and other causes beyond the reasonable control of the party. Any delay resulting from any of these causes extends performance accordingly or excuses performance, in whole or in part, as may be reasonable.

11.4 Entire Agreement. This Agreement represents the entire agreement of the parties with respect to the subject matter of the Agreement. There are no other oral or written understandings or agreements between Company and Dealer relating to the subject matter of this Agreement, and this Agreement supersedes all prior negotiations, communications, agreements, and addenda between the parties with respect to the subject matter of this Agreement, except that any written releases or post-termination/expiration covenants are not superseded. Nothing in this Agreement is intended or should confer any rights or remedies upon any person or entity not a party to this Agreement.

11.5 Modification. This Agreement may only be amended or superseded by written agreement signed by an authorized representative of both parties, unless expressly permitted under the terms of this Agreement. Unless otherwise instructed, electronic signatures of any kind, including without limitation, a typed name or signature block identification contained in an electronic communication, are not valid signatures and do not constitute signed writings for purposes of amending or modifying the Agreement. Each written modification is effective only in the specific instance and for the specific purpose for which it was given. No course of dealing, course of performance, or usage of trade may be invoked to supplement, amend or modify the terms and conditions of this Agreement. No other understandings or representations, whether oral or in writing, may amend or supersede this Agreement.

11.6 Assignment, Work Done by Approved Subcontractors, & Prohibition of Offshore Work. Neither party may assign this Agreement or any of its rights or obligations under this Agreement without the other party's prior written consent, except that: (a) Company may fully assign its rights and duties under this Agreement to any of the AT&T Affiliates, or to any successor, assign or to any other entity or person in connection with a merger or consolidation of Company or with a sale of all or any portion of the assets or business of Company; and (b) Dealer may grant to an institutional lender as collateral for a loan or other credit facility a security interest in the other moneys payable to Dealer under this Agreement subject to the offset rights of Company provided in this Agreement and in any other agreement between Company and Dealer. Any material change of ownership or control of the legal entity of Dealer, whether voluntary or involuntary, constitutes an assignment of this Agreement. Any assignment by Dealer immediately renders this Agreement null and void and conveys no rights or interest.

Any use of, including any changes to the use of, a subcontractor by Dealer to perform services related to this Agreement must be approved by Company in writing before commencement of any work, unless otherwise expressly stated in a Dealer Policy. Dealer shall provide to Company, upon request, information about the subcontractor, including the identity of, the location of, and a complete description of the activities to be performed by such subcontractor. Where any subcontractor is approved, the subcontractor must comply with all Dealer obligations set forth in this Agreement. The Dealer remains fully responsible for performance of such permitted subcontractor thereof and shall be responsible to Company for the acts and omissions of any permitted subcontractor. Nothing in this Agreement shall create any contractual obligation or other liability of Company to


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any subcontractor or its employees. Dealer agrees to bind every permitted subcontractor to terms consistent with the terms of this Agreement.

None of the acts or obligations of Dealer under this Agreement shall be performed or provided and no Confidential Information related to this Agreement shall be collected, stored, handled or accessed by Dealer, Dealer Affiliates or any Dealer Person (which includes any permitted subcontractor) at any location outside of the United States.

11.7 Survival. The terms, provisions, representations, and warranties contained in this Agreement that by their context or express language are intended to survive and do survive the termination or expiration of this Agreement, including without limitation: Confidentiality, CPNI, Non-solicitation, Disputes, Indemnity, and Limitations of Liability. The parties must fulfill all surviving obligations in a timely manner, and these obligations are binding upon each party’s respective successors and assigns. Regarding compensation to Dealer, no compensation, including without limitation, CSFs, or other compensation related to Dealer’s base of Subscribers under this Agreement or any amendment, survives the termination or expiration of this Agreement. The only compensation items that survive are: (a) Company’s obligation to pay Dealer a one-time commission under the Compensation Schedule for a Subscriber who was activated before the termination or expiration of this Agreement and who remains on Service beyond the Chargeback Period; (b) Company’s right to Chargeback Dealer under the relevant Compensation Schedule after termination or expiration, and Dealer’ obligation to pay Company for these Chargebacks; and (c) Company’s right of Offset/Recoupment. With regard to the surviving obligation to pay one-time commissions described above, this payment is limited to activations that occurred within 180 days of termination for which Dealer has submitted a dispute but AT&T has not yet responded or activations that occurred within 30 days of termination but not yet included in a monthly commission report.

11.8 Severability. A determination by a court of competent jurisdiction or arbitrator that any provision of this Agreement or any part of it is unenforceable does not cancel or invalidate the remainder of that provision or of this Agreement, which remain in full force and effect and must be construed to carry out the intent of the parties.

11.9 Indemnity. 11.9.1 Dealer and Company must defend and indemnify the other party and its affiliates, parents,

subsidiaries, and all of their employees and agents from all liability, damages, punitive damages, fines, expenses, including reasonable attorneys' fees and disbursements, claims, demands, or suits arising from any breach of this Agreement or non-compliance with law, the negligent, willful, or fraudulent acts, or for the failure to act, with respect to the performance of each party’s obligations under this Agreement, including without limitation, any allegedly unauthorized use of a trademark, patent, copyright, process, method, or device, false or misleading advertising, or bodily injury, death, or damage to property to the extent occasioned by the acts or omissions of the indemnifying party or its affiliates, employees, agents, and, in the case of Dealer, its Dealer Persons. Prompt written notice must be provided to the indemnifying party of any claim for indemnity. Each party may conduct its own defense of any claim in which it is named as a defendant without diminishing its indemnity rights. This indemnity provision only applies to claims or liability from third parties and not to claims between the parties. The Limitation of Liability provisions of this Agreement do not limit recovery under this Indemnity clause.

11.9.2 Without limiting the foregoing provisions, Dealer also agrees to defend, indemnify, hold harmless and defend Company and any AT&T Affiliates in the event that any federal, state or local government agency or any of Dealer’s current or former Dealer Persons, applicants, agents, employees or subcontractors, or agents or employees of Dealer’s subcontractors assert claims against Company or any AT&T Affiliates arising out of the employment relationship with Dealer, or otherwise with respect to performance under this Agreement, including but not limited to claims, charges, and actions arising under Title VII of the Civil Rights Act of 1964, as amended, The Equal Pay Act, the Age Discrimination in Employment Act, as amended, The Rehabilitation Act, the Americans with Disabilities Act, as amended, the Fair Labor Standards Act, the Family Medical Leave Act, Workers’ Compensation laws, the Affordable Care Act, the National Labor Relations Act and any other applicable federal, state or local laws. Dealer’s duties to indemnify, hold harmless and defend Company and any Affiliates under this section include, but are not limited to, any liability, cause of action, lawsuit, penalty, claim or demand, administrative proceeding in which Company or any AT&T Affiliates is named as or alleged to be an “employer” or “joint employer” with Dealer. This indemnity obligation is in addition to any other indemnity obligation of Dealer set forth in this Agreement.

11.10 LIMITATION OF LIABILITY. EXCEPT TO THE EXTENT OTHERWISE PROVIDED UNDER THE INDEMNITY PROVISION, NEITHER AT&T AFFILIATES NOR DEALER IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS OR REVENUES, AS A RESULT OF ANY (1) DEFAULT OR BREACH OF THIS AGREEMENT, (2) THE


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TERMINATION OR EXPIRATION OF THIS AGREEMENT OR (3) ANY OTHER EVENT, CONDUCT, ACT OR OMISSION ARISING OUT OF OR RELATED TO THIS AGREEMENT. THIS LIMITATION OF LIABILITY APPLIES TO ALL CLAIMS DESCRIBED IN THIS SECTION, WHETHER BASED ON CONTRACT, TORT, STATUTORY, OR OTHER CLAIM. THIS LIMITATION OF LIABILITY IS MADE KNOWINGLY, INTENTIONALLY, VOLUNTARILY, AND WITH FULL KNOWLEDGE THAT THE PARTIES MAY BE GIVING UP THEIR RIGHT TO SEEK DAMAGES THAT THEY OTHERWISE MAY BE ENTITLED TO PURSUE.

11.11 Notices. All notices required under this Agreement must be in writing and are considered given if (a) delivered personally, (b) sent by certified mail, return receipt requested; (c) sent by nationally recognized overnight carrier; or (d) in the case of notices from Company to Dealer, emailed to Dealer. In each case, delivery must be to the physical address and/or email address provided in this Agreement, which may be changed by written notice to the other party in accordance with this section. At all times during the Term, Dealer shall maintain a current, valid and actively monitored email address for notices purposes.

-------END OF MASTER TERMS AND CONDITIONS-----


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SCHEDULE 1 MARKETING TACTICS DEALER POLICY STATEMENT

Please review this Dealer Policy Statement carefully. You, the Dealer (including your Affiliates, employees,

approved subcontractors (and their employees, subcontractors and agents), are required to know and comply with all marketing laws applicable to your activities under the Agreement.

While telemarketing, Internet marketing, event/home solicitation and other tactics may be effective means of reaching consumers, many marketing activities are fraught with difficulties. The risks involved may in fact exceed the potential benefits and you must therefore carefully consider your company’s independent marketing decisions. The costs associated with defending against even frivolous claims can be enormous. The Agreement obligates you to adhere to all laws, including all laws applicable to marketing tactics you use, and to defend and indemnify AT&T and any AT&T Affiliates in the event that claims and allegations are asserted against AT&T and any AT&T Affiliates as a result of your independent marketing activities. Failure to conduct your activities in accordance with this Dealer Policy statement, or any other AT&T Dealer Policy applicable to your marketing activities is a breach of the Agreement and may result in termination.

AT&T appreciates your dedication to upholding all telemarketing and other marketing restrictions. Because state and federal laws vary, any specific questions you have should be directed to your legal counsel. Questions for AT&T should be directed to your Area Sales Manager.

1. GENERAL The Agreement creates an independent contractor relationship between you, the Dealer, and AT&T, as

AT&T does not have control over how you run your business. AT&T’s policy is to adhere to all laws and regulations, including those relating to marketing activities and the Agreement obligates you to conduct your activities in a manner that will not impugn AT&T’s reputation or goodwill, and that you comply with all applicable laws and Dealer Policies. The purpose of this Dealer Policy statement is to alert you, in summary form, to the existence of certain marketing laws and related Dealer Policies, and to remind you that it is your responsibility to: (a) determine which specific laws are applicable to your activities; and (b) conform your marketing activities to the law, Dealer Policies, and the Agreement.

This Dealer Policy statement is not intended to provide legal advice or counsel to you, nor is it an exhaustive list of all laws and regulations applicable to your activities. Legal requirements differ from jurisdiction to jurisdiction, and are constantly evolving. You are solely and independently responsible for complete compliance with, and consequences of noncompliance with, applicable laws and regulations. Therefore, it is imperative that you consult your legal counsel for full details on the requirements of all applicable marketing laws and regulations before undertaking any marketing campaign.

Dealers must prominently identify themselves in all marketing, and cannot hold themselves out as any AT&T Affiliates, including DIRECTV. Further, you are not authorized to hold yourself out as an agent of AT&T or any AT&T Affiliate, including DIRECTV. Thus, in all contacts with consumers, including inbound calls or the limited outbound calls or text messages addressed in this Policy, you must prominently show/provide your company name, address, telephone number, and your relationship to AT&T (i.e., Preferred Dealer), and you cannot state that you are answering calls/texts or calling/texting or otherwise acting as AT&T or DIRECTV or "on behalf of" AT&T or DIRECTV. Throughout this Dealer Policy statement, references to AT&T shall include all AT&T Affiliates, including DIRECTV.

2. TELEMARKETING The federal Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq., (“TCPA”) places restrictions on the

use of telephone equipment to market or promote products and services. Numerous states have adopted statutes modeled after or more restrictive than the TCPA, each with its own penalty scheme. Another related and significant regulatory regime in this area is the Telemarketing and Consumer Fraud Prevention Act, 15 U.S.C. § 6101 et. seq., as implemented by the Federal Trade Commission in the Telemarketing Sales Rule, 16 CFR Part 310 (“TSR”). In 2003, the FTC and FCC established and began enforcement of a National Do Not Call Registry. The FCC has also implemented stricter rules for enforcing the TCPA which began to take effect in 2012. Further, in a July 2015 order, the FCC found that text messaging is treated as a call under TCPA and is subject to TCPA liability.

Many states also have their own Do Not Call Registries, as well as telemarketer registration and bonding requirements. States also often impose stricter requirements than the federal law which, in many instances, apply to all forms of outbound and inbound telemarketing. Thus, even if you are otherwise making a permitted call, you may still be required to register and/or post a bond in certain states prior to placing or receiving a telemarketing call.

The potential penalties for violating these laws are serious. For example, the government can impose $16,000.00 in penalties “for each such violation” of the TCPA or the Telemarketing Sales Rule. In addition, under


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the TCPA, consumers can bring private rights of action to seek the greater of actual damages or $500 for each alleged violation, which can be trebled to $1,500 by the Court if the conduct is deemed willful. Because of the myriad of laws making compliance difficult, as well as the penalties and loss of reputation and goodwill associated with non-compliance, AT&T does not provide discretionary marketing funds for use in connection with outbound telemarketing solicitations or outbound text messaging campaigns.

You are prohibited from outbound telemarketing of the Services except via a manually placed return call or text message in response to a direct inquiry from a customer and you are able to substantiate such inquiry. The equipment used to place manual return calls must, at a minimum, meet ALL of the following requirements: • Equipment must require some sort of human intervention to place/launch the call; • Equipment must not have the present capacity to store and produce numbers and dial those numbers at random,

in sequential order or from a database of numbers; • Equipment must not have the future capacity to store and produce numbers and dial those numbers at random,

in sequential order or from a database of numbers; • There must be no way for the Equipment to be modified/programmed/tweaked by download of software or

otherwise so that the Equipment could function as an autodialer at any time in the future; • The Equipment may not have a USB port (so software may not be downloaded software or other applications so

Equipment could be modified to become an autodialer); • Equipment must only allow one call at a time (so rep may only place one call at a time and may not launch

multiple calls for a single rep at once); • Equipment may not use any predictive algorithms; • Equipment may not be located on or in any way connected to any server that houses an autodialer;

o Dealer sellers must not have access to any autodialer equipment (credentials must be limited to prevent such access); and

o Dealer sellers must not be able to toggle back and forth between Equipment and any autodialer equipment whatsoever.

Following are AT&T’s specific policies and guidelines regarding particular forms of outbound telemarketing. All references to AT&T Services or AT&T branded products and services include brands of any AT&T Affiliate, including DIRECTV: A. Facsimile advertising. Facsimile advertising is a form of outbound telemarketing solicitation that is expressly disapproved of for ANY use in advertising AT&T branded products and services. In addition, it is considered a violation of this Dealer Policy statement for you to use facsimile advertising in connection with Dish Network or any “satellite television” product if such advertisement is likely to lead to consumer confusion and the mistaken belief that such advertising relates to DIRECTV-brand products or services. B. Pre-recorded messages. Pre-recorded message advertising is also a form of outbound telemarketing solicitation that is expressly disapproved of for ANY use in advertising AT&T branded products and services. In addition, it is considered a violation of this AT&T Dealer Policy statement for any dealer to use pre-recorded message advertising in connection with Dish Network or any “satellite television” product if such advertisement is likely to lead to consumer confusion and the mistaken belief that such advertising relates to DIRECTV-brand products or services. C. Text or SMS messages. The FCC has determined that text or SMS messages are legally the same as phone calls or pre-recorded messages. Therefore, text message advertising is also a form of outbound telemarketing solicitation that is expressly disapproved of for ANY use in advertising AT&T branded products and services. In addition, it is considered a violation of this Dealer Policy statement for any dealer to use text message advertising in connection with Dish Network or any “satellite television” product if such advertisement is likely to lead to consumer confusion and the mistaken belief that such advertising relates to DIRECTV-brand products or services. D. Outbound unsolicited telephone calls by live operators (“cold calling”). Using live operators (with or without using dialing equipment) to place unsolicited (no applicable existing business relationship or qualifying inquiry) outbound telemarketing calls, sometimes also referred to as “cold calls,” is expressly disapproved of for ANY use in advertising AT&T branded products and services. In addition, it is considered a violation of this AT&T Dealer Policy statement for any dealer to place such calls in connection with Dish Network or any “satellite television” product if such advertisement is likely to lead to consumer confusion and the mistaken belief that such advertising relates to DIRECTV-brand products or services.


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E. Manually-Dialed marketing calls to Prospective Customers who have made a “qualified” inquiry, and to existing or former customers – Conforming with Do Not Call List Requirements. i. Inquiries from prospective customers. Dealers may generally make or return telephone calls manually dialed to prospective customers who initiate contact with them to inquire about AT&T products and services, notwithstanding the consumer’s registration in the federal Do Not Call registry. Current federal law permits an outbound telemarketing call to a consumer if the consumer has made an inquiry within the past 90 days regarding a product or service offered by Dealer, unless the consumer has previously asked to be placed on the Dealer’s internal Do Not Call list. Some state laws impose more restrictive time frames (e.g., California only allows a 30 day time period), require registration and/or bonding requirements or even prohibit return calls to consumers on their state Do Not Call registries altogether, so obtaining advice of counsel regarding the laws in the jurisdictions within which you plan to operate is imperative. Moreover, in recent years, states have become increasingly active in restricting the scope of traditional EBR calls (e.g. New York). You must (a) review any state’s telemarketing laws, including do not call scrubbing requirements, before you choose to place any type of telemarketing call into a state and not rely on the current federal 90 day period; (b) limit your return phone calls to within a few days of the inquiry; and (c) limit the number of customer call back attempts to less than 3, even if you are not getting an answer.

If you are placing such return telemarketing calls, you must also have a written Do Not Call policy, train your operators on the policy, enforce compliance with the policy, provide it upon a consumer request, and timely honor all requests to be placed on your internal Do Not Call list. You must scrub against your internal list (and more restrictive state lists) before making return calls to consumers who have made an inquiry.

AT&T’s policy requires that return calls related to AT&T services/products be made in a manual fashion by a live operator – no pre-recorded messages or mass computer dialing (i.e., predictive dialer) approaches may be used. Any other method could result in violation of the law.

Typically, in order to qualify for an “inquiry” exemption to Do-Not-Call registries, the inquiry by the consumer must be made to you, the actual dealer, and the inquiry must also be specific to the AT&T or DIRECTV products or services, not simply, for example, a general consent to receive more information about “electronic products” or “satellite systems.”

There are several key aspects to remember when claiming “inquiry” call exemptions to DNC registry scrubs: • Time frames in which calls can be returned must be strictly obeyed, both in terms of overall call return period (as noted, federal law permits return calls within 90 days of inquiry, but state laws may be more restrictive) and hour, day of week and holiday restrictions (e.g., no calls before 8 AM or on holidays). In addition, some states impose registration and bonding requirements which may apply to all types of telemarketing calls, including calls to consumers who have made an inquiry, and to inbound calls. You must consult with legal counsel to ensure compliance in every state to which you return or place calls to inquiring consumers. • Consumer inquiries to third parties do not create an exemption unless, in the process of obtaining the lead, the affiliate clearly and conspicuously discloses that the consumer will receive a call from you, the actual retailer/seller. This is true even as to subsidiaries and affiliated companies. Consumer inquiries to your subsidiary or affiliate do not provide you an exemption to call the consumer back, unless the consumer would reasonably expect you to respond to the inquiry. Similarly, your subsidiaries and affiliates cannot return calls to consumers who make an inquiry to you, unless, the consumer would reasonably expect the subsidiary or affiliate to call. Finally, such permissible return calls must involve the product the consumer originally inquired about. • The burden is on you to maintain records and documents to “prove that an inquiry was made by the consumer” and to the extent autodialing equipment is used, the appropriate consent was obtained, including proof of written/ESIGN consent for returning calls to cellular phones. This is not only an AT&T Dealer Policy requirement, but a legal requirement. You should never place a return call to a consumer under the DNC exception (i.e., not scrubbing the DNC databases) unless you have proof that the consumer made an inquiry and consented to receiving calls from you. Relying on capturing a call number through caller – ID technology is not sufficient. You must provide such proof upon the request of AT&T or any regulatory enforcement agency. ii. Manual marketing calls made to a consumer where there is an existing prior business relationship which includes a financial transaction. Under federal law, you may also generally telemarket to consumers who have engaged in a financial transaction with you within the past 18 months prior to the telemarketing call, notwithstanding the consumer’s registration in the federal DNC registry. Again, however, several states have stricter laws (with some not recognizing any such exemption) and it is incumbent upon you to consult with counsel to ensure compliance in every jurisdiction in which you plan to make such calls, as every year more states pass more restrictive laws. Further, as with the consumer inquiry exemption to DNC registry scrubs described above, the following restrictions apply:


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• This exemption does not apply if the consumer has asked to be placed on your internal Do Not Call list; your internal DNC must always be scrubbed.

• This exemption does not apply to your affiliates or subsidiaries, as described above. • The burden is on you to maintain documents and records in order to establish that the exemption exists. These

documents proving the relationship must be produced upon the request of AT&T or any regulatory enforcement agency.

• Some state laws are more restrictive; consult with counsel to determine whether or not existing business relationship telemarketing calls can be made to consumers in particular states.

F. Other General Telemarketing Requirements. In addition to the national database Do Not Call provisions, the Telemarketing Sales Rule also sets forth significant requirements which must be complied with when engaging in any type of telemarketing (including calls made in response to a consumer’s inquiry or to customers with whom you have an existing business relationship). Similar requirements also exist at the state level. At a minimum, dealers engaging in any type of telemarketing sales call must comply with the following requirements: • Immediate disclosures. You must immediately and promptly disclose at the beginning of the call your identity,

the purpose of the call, the nature of products being sold and certain other disclosures. • Calling time restrictions. You can generally only make calls between 8:00 a.m. and 9:00 p.m. in the consumer’s

time zone. Some states have more restrictive time restrictions. • Maintenance of internal Do Not Call policies. If you call consumers, you must maintain a written Do Not Call

policy, train all employees about that policy and police for compliance. Further, upon request, a copy of the written policy must be sent to any consumer requesting the same. Lastly, you must maintain and scrub against your internal Do Not Call list and place consumers on that list immediately after receiving the request.

• Additional disclosures. Prior to the conclusion of the call, you must disclose the total cost including shipping and handling charges of any product purchased, all material conditions of the sale including any material limitations on free equipment or installation offers (such as any AT&T requirement to maintain a certain level of service for a specified period of time) and certain additional disclosures regarding any prize promotions.

• Record Keeping Requirements. In addition to maintaining records concerning any claimed exemption from a Do Not Call registry, you are also required to maintain other records concerning the telemarketing sale of products or services, including copies of all advertisements and promotional materials, sales and prize records, and certain contact information concerning telemarketing employees.

• Bonding and Registration Requirements. Some states require telemarketers to be registered and/or provide a bond, even for inbound calls in some states. You must consult with counsel to determine whether or not these requirements are triggered by your intended activities.

• Miscellaneous requirements. You may not engage in threats of intimidation, repetitive and annoying calls, or make false and misleading statements. G. Recording and Monitoring Your Calls. In the event you choose to use a marketing tactic that includes the

placement of Service orders over the phone, you must record, retain and make available to Company upon request such call recordings in accordance with applicable Dealer Policies, and applicable law. Many states have very strict requirements that notification be provided immediately if any call is being recorded. If you record/monitor Subscriber calls, whether to comply with a Dealer Policy or for your own quality control monitoring or training purposes, you must consult your legal counsel for advice on compliance with all recording consent or notice requirements under applicable state law, and you must implement policies and procedures to achieve full compliance. NOTE: The restrictions on call recording/monitoring apply to any inbound/outbound call, not just telemarketing calls.

3. COOLING-OFF LAWS GOVERNING CUSTOMER SOLICITATIONS AT NON-RETAIL

LOCATIONS Federal, state and local jurisdictional laws govern the sale of goods or services to a customer at the person’s

home or at another location other than the seller’s fixed place of business. These laws impose strict notice and cancellation requirements on sellers who solicit transactions in a customer’s home or in other places outside of a fixed business establishment (e.g., state fairs, conventions, swap meets, or hotels). It is important that you review the summary below relating to these federal, state, and local customer solicitation ordinances—and, if your conduct falls under any of these laws, you should consult your legal counsel before undertaking any customer solicitation activities at a non-fixed, non-retail location (such as a home, convention, state fair, hotel, or other non-retail location).


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First, the Federal Trade Commission has enacted a regulation entitled “Rule Concerning Cooling-Off Period for Sales Made at Homes or At Certain Other Locations.” (the “FTC Rule”). The FTC Rule is codified at 16 C.F.R. § 429 et seq. Under the FTC Rule, a customer/ buyer in a home solicitation sale must be given a “cooling off” period which consists of three business days during which he or she may cancel the sales agreement without any further obligation. The customer must be expressly notified of this cancellation right and must be provided documentation that may be used to cancel the transaction. If the cancellation right is invoked, the customer must return any goods the customer obtained as part of the sales transaction; however, if the goods are not returned by the buyer (or collected by the seller) within 20 days following cancellation, the customer may retain the goods without penalty. The seller must refund any amounts paid within 10 business days. The seller may not collect or retain any cancellation fee.

Although the FTC Rule is commonly referred to as the “door-to-door” sales rule, it is far broader than that: the law applies to the solicitation of consumer transactions not only at “homes” but also at other non-fixed locations. See 16 C.F.R. § 429 (stating that the rule is concerned with a “cooling off period for sales made at homes or certain other locations”) (emphasis added). As a result, the FTC Rule not only applies to transactions that are solicited at the customer’s home, but it also applies to transactions that are solicited at any place “other than the place of business of the seller,” including “facilities rented on a temporary or short-term basis, such as hotel or motel rooms, convention centers, fairgrounds or restaurants, sales at the buyer’s workplace, or in dormitory lounges.”

The FTC Rule requires that all sellers who engage in customer solicitations at a home or any other location other than at a fixed business establishment must: (a) furnish the buyer with a “fully completed receipt or copy of any contract pertaining to such sale at the time of its execution which is in the same language . . . as that principally used in the oral sales presentation.”; (b) orally advise the customer of the 3-day cancellation right. (The failure to orally inform the customer of this right, or any misrepresentation to the customer about the right to cancel, is a violation of the FTC Rule.); (c) provide the buyer with a printed notice of cancellation form, in duplicate, which is filled out by the seller and includes the seller’s name, the date of the transaction, and the address of the seller; and (d) if a cancellation is received after the transaction is completed, the seller must, within ten business days, i) refund all payments made under the sale; ii) return any goods or property provided to the seller in connection with the sale; iii) cancel any check and/or terminate any security interest created in the transaction. You should use a signed agreement or order form that can be signed by the buyer. The document should be in duplicate, and the customer should be permitted to retain a copy of the document. The document should include a statement regarding the buyer’s right to cancel, in at least 10 point font and in substantially the form below: NOTICE OF CANCELLATION [Enter date of transaction] (Date) You may CANCEL this transaction, without any Penalty or Obligation, within THREE BUSINESS DAYS from the above date.

If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be cancelled.

If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk.

If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract.

To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice or any other written notice, or send a telegram, to [Name of seller], at [address of seller's place of business] NOT LATER THAN MIDNIGHT OF [date].

I HEREBY CANCEL THIS TRANSACTION.

(Date) (Buyer's signature)

Several states impose similar requirements on customer transactions that are solicited at a home or other locations other than a fixed place of business. Generally, compliance with the FTC Rule will be sufficient to comply


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with a particular state’s laws on customer solicitations; however, you should consult your legal counsel to ensure compliance with the laws of a particular state or states. Finally, various cities, towns, and municipalities impose permitting requirements on uninvited, door-to-door sales. Unlike the state and federal laws, these local laws are more specifically targeted at home solicitations; many of them not only require a local permit before a seller can pursue an unwanted door-to-door home sales, but they also have rules prohibiting home solicitations after certain hours or where there is a “no solicitation” sign at the residence. If you are conducting the sale of goods or services on a “door-to-door” basis, without invitation, you should consult your legal counsel to determine whether any local permitting requirements apply to your conduct.

4. INTERNET MARKETING A. E-Mail (requires written Company approval – See Section 2.4.1 of the Agreement) - A federal law (The Can Spam Act), effective January 1, 2004, places numerous restrictions on e-mail marketing messages that companies may send to users. The Can Spam Act creates tough penalties such as criminal sanctions with up to 5-year jail sentences and fines including statutory damages of up to $2 million per incident (trebled to $6 million for knowing violations). The law prohibits deceptive practices that mislead consumers, such as using misleading subject lines or headers, masking the marketer’s identity in the reply address, or falsifying registration information. This federal law pre-empts most state laws related to e-mail regulation, but you need to check with counsel to ensure no additional state requirements apply.

AT&T does not engage in nor does it condone illegal e-mail marketing, sometimes referred to as “spamming.” Accordingly, AT&T will not tolerate spamming from you. The Agreement requires you to comply with all applicable laws, and also requires that in all of your activities as an independent contractor for AT&T, as well as in your separate equipment business, you engage in no practice which impugns AT&T’s commercial reputation and goodwill. Spamming not only may result in the violation of laws, but also reflects poorly on the AT&T brand name.

If Company agrees, in writing per Section 2.4.1 of the Agreement, that you may market via e-mail, you are responsible for adopting and adhering to policies and procedures that will prevent illegal spamming. You need to speak with your legal counsel to ensure compliance with all applicable federal and state laws and regulations, but at a minimum, your policies should address the following: E-mail messages containing advertisements are required to include a clear and conspicuous identification that the message is an advertisement or solicitation. Further, the law prohibits misleading practices such as using misleading subject lines or headers, masking the marketer’s identity in the reply address, or falsifying registration information. Messages must also include a clear and conspicuous notice that recipients can “opt-out” of receiving future messages, and the message itself must include an immediate opt-out mechanism – either a functioning return address or an automated opt-out method. The opt-out mechanism must work for at least 30 days after the e-mail was sent. The sender has 10 days to remove an opt-out from its marketing list. Messages must further contain a valid physical postal address. Harvesting of e-mail addresses on the Internet or randomly generating electronic mail addresses by computer is strictly prohibited. Harvesting activities constitute aggravated violations which may result in trebled fines.

Some prohibitions (not any related to deceptive practices) may not apply if the advertiser has the recipient’s express affirmative consent to receive e-mail advertisements. However, consent can only be demonstrated where the recipient expressly consented to receive e-mail advertisements from that advertiser either in response to a clear and conspicuous request for consent or at the recipient's own initiative. Finally, e-mail messages sent to facilitate, complete or confirm a commercial transaction are exempt. This includes messages that reflect account statements, change of status or terms, product updates and upgrades, warranty information, safety or security information, subscriptions, memberships and other similar commercial relationships. However, this exemption does not provide marketers with a broad “existing business relationship” exemption. Thus, before undertaking any campaign, you should consult with your legal counsel to ensure compliance with all new developments in the law.

AT&T expects you to keep, maintain and utilize the required “opt-out” list to prevent sending messages to consumers who have expressed a desire not to be contacted via e-mail. You must have in place, and train all employees involved in this marketing activity on, written policies and procedures to ensure that all requests – including any that may be made to your postal address – are timely addressed and honored. These written policies and procedures must be made available to AT&T upon request.

To the extent you claim exemption from the law due to affirmative consent or completion or confirmation of a commercial transaction, you must preserve and maintain proof of such exemption status. Such proof must be made available to AT&T upon request. Failure to comply or produce materials to AT&T upon its request may result in termination of your Agreement.


EXECUTION 24

B. Banner Ads and Other Website Marketing - State, federal, and foreign laws generally related to advertising apply in both the online and off-line environments. Accordingly, when using or operating banner ads or otherwise advertising on websites or through other Internet channels, you should consult with your legal counsel to ensure compliance with all such laws. This includes ensuring that the content of any banner ads or other advertisements contain no misrepresentations or misleading statements about AT&T-branded products or services, and that all material information is clearly and conspicuously disclosed to consumers, including a clear and conspicuous disclosure in close proximity to any offer of the material limitations and requirements associated with such offer. In March 2013, the FTC released staff guidance entitled “ .com Disclosures: How to Make Effective Disclosures in Digital Advertising.” This guidance takes into account the growing use of small screen devices by consumers, and provides examples of advertising that may be problematic, so should be reviewed by you and your counsel.

Your legal counsel can provide information and advice about other required disclosures in the on-line environment, but at a minimum, your on-line marketing should clearly and conspicuously provide your name, logo, physical address, telephone number, and email address (to avoid confusion that the advertising was placed by AT&T or DIRECTV), the nature of the products and services being offered, all material terms associated with that offer, and the types of information (including personally identifiable information) that you collect from and about consumers.

With regard to the collection of information, you should be certain to disclose the types of information collected passively from the consumer, such as through cookies, Internet Protocol (“IP”) addresses, web bugs, and other passive collection devices. Dealers should also fully disclose to consumers information about any third parties that help support, or otherwise obtain information from, the independent retailer’s Internet marketing activities (such as DoubleClick, Coremetrics, etc.). Failure to fully disclose and otherwise properly handle information collection, use, and disclosure might violate any number of applicable state, federal, and/or foreign consumer protection and privacy laws. AT&T has the right to immediately terminate the Agreement if AT&T believes you might have engaged in illegal or inappropriate banner or other website advertising.

Dealers must also comply with all applicable laws and intellectual property rights when using search engines and search engine listings. In particular, dealers must observe all such laws and rights protecting AT&T’s and AT&T Affiliates’, including DIRECTV’s, company names, logos and/or trademarks. Dealers must not use AT&T’s, AT&T Affiliates’, including DIRECTV’s Marks in their web addresses or metatags, and must identify themselves as independent retailers that sell AT&T and DIRECTV-branded products.

Finally, it is important to note that internet marketing cannot be used to generate consumer “inquiries” for subsequent limited outbound telemarketing calls permitted by this Dealer Policy unless the e-mail, web-form, etc., clearly identifies your business and you obtain the consumer’s demonstrable consent to receive a follow-up telephone call from you about AT&T products or services. For more information on this topic, see Section I on Telemarketing above.

http://ftc.gov/os/2013/03/130312dotcomdisclosures.pdf

http://ftc.gov/os/2013/03/130312dotcomdisclosures.pdf


EXECUTION 25

SERVICE SCHEDULE 2 – A DIRECTV SERVICE

1. Services, Authorization and Territory: As of the date Company provides Dealer with all requisite Dealer identification numbers and log on credentials to the applicable DIRECTV Service ordering systems, and subject always to all terms and conditions of the Agreement, Company authorizes Dealer to promote, market, advertise, solicit, and take orders for the (i) leasing of DIRECTV Systems; and (ii) sale of Approved Programming Packages (“Subscriptions”), via Consumer Offers, to single family residential households in the contiguous United States and Hawaii (the “Territory”). “Consumer Offer” means those DIRECTV multi-channel video and entertainment consumer offers which are generally available to the general public (excluding any specialized offers or test offers) in the Territory, which may include promotional offers for new and existing DIRECTV Subscribers to (i) lease specialized receiving equipment from DIRECTV (“DIRECTV System”), and (ii) subscribe to certain programming packages as determined by Company from time to time, currently as set forth below (“Approved Programming Packages”). Company may change or discontinue any Consumer Offer at any time in its sole discretion, with as much advance notice to Dealer as is commercially practicable.

APPROVED PROGRAMMING PACKAGES Family™ and above

Select™ All Included and above Mas Latino® and above

Mas Latino® Todo Incluido and above BASIC CHOICE Programming Package, with add on of foreign language programming package

PREFERRED CHOICE™ plus with add on of a foreign language programming package 2. Exclusivity. During the Term, Dealer agrees that neither it nor any Dealer Affiliates or Dealer Persons will directly or indirectly, promote, advertise, market, offer, sell, solicit sales of, lease or solicit leasing of, any audio/video multi-channel entertainment programming packages or equipment related thereto, which compete with Approved Programming Packages or DIRECTV Systems in the Territory (“Competitive Service”).

If, as a result of a violation of this exclusivity provision, Dealer, it’s Affiliate, or Dealer Person activates a customer on Competitive Service, Company will suffer monetary damages and loss of goodwill, the value of which is difficult to measure. As a result, Dealer must pay Company $1000 as liquidated damages for each end-user customer that Dealer, its Affiliate, or Dealer Person activates on Competitive Service, which sum Dealer agrees is reasonable. Dealer must, upon Company’s written notice, make its books and records available to Company to permit verification of Dealer’s compliance with this provision. In the event of Dealer’s refusal to permit to such inspection, Dealer must pay Company $1000 as liquidated damages for each end-user customer that Dealer, its Affiliate or Dealer Person activates on Competitive Service, as determined by Company. Acceptance by Company of liquidated damages under this provision does not limit Company’s right to seek any other appropriate remedies under this Agreement, including without limitation, termination of this Agreement and any other appropriate damages. 3. Compensation & Payment Terms. Compensation for DIRECTV orders shall be as set forth on the DIRECTV Compensation Attachment. Dealer shall provide information and execute any documents necessary to enable Company to remit to Dealer electronically any amounts payable to Dealer in accordance with this Agreement. Company shall pay commissions earned under this Schedule 2-A within sixty-five (65) days after the end of the accounting month, as determined by Company, in which the applicable Subscriber becomes an Activated Subscriber. Company will pay any CSFs within 65 days after the end of the accounting month, as determined by Company, in which Company receives the applicable payment from an Activated Subscriber. From time to time, Company may make commission payments on a weekly or other basis. Dealer acknowledges and agrees that no expedited commission payments made by Company shall obligate Company to continue to do so or shall be construed to amend or modify the payment terms expressly set forth herein. The DIRECTV Service Compensation Attachment specifies the complete amount that Dealer earns for Dealer’s performance of services and its compliance with obligations hereunder. 4. Minimum Performance Requirements. Pursuant to Section 4.10 of the Agreement, the Minimum Performance Requirements applicable to this Service Schedule shall be: Three (3) Activated End User Subscribers per calendar quarter.


EXECUTION 26

5. Orders. Dealer shall comply with all Dealer Policies and other materials provided by Company related to order entry and provision of disclosures to prospective DIRECTV Subscribers. “DIRECTV Subscriber” shall mean a Subscriber who meets Company’s qualifications for ordering DIRECTV Services, and for whom Dealer enters an order through the appropriate Company ordering tool for the applicable DIRECTV Services which are received, installed, and activated by Company. Upon acceptance of the Consumer Offer by a Subscriber (whether new or existing), Dealer shall submit an order therefor, which order shall include information as required under the applicable Dealer Policy on DIRECTV order procedures, including but not limited to the number and types of DIRECTV Systems to be provided (the “Leased Equipment”). 6. Prohibitions: • No Tying. In no event may Dealer condition any transactions involving or related to the Consumer Offers, the DIRECTV Systems or an Approved Programming Package upon the Subscriber’s acquisition of any other product or service, except as otherwise approved by Company in writing or Consumer Offers which are bundled offers. • Non-Solicitation/No Flipping. Dealer shall not solicit, induce or otherwise cause an existing DIRECTV Subscriber to disconnect a Subscription and/or reconnect/reactivate a Subscription through a DIRECTV System leased through Dealer, provided however that no general solicitation containing a general offer to acquire a Subscription shall be deemed a solicitation, inducement or other cause for a DIRECTV service disconnection. • No Alteration of Consumer Offer. Dealer is prohibited from charging a Subscriber any charges or fees that would in any way alter the terms of the Consumer Offer, including the Equipment Lease Agreement or Subscription. If Dealer breaches this section, Company shall have the right to terminate this Agreement or Service Schedule immediately, without an opportunity to cure, upon written notice.

7. Additional Terms and Conditions Applicable to Dealers Performing Installation. The following additional terms and conditions apply to those Dealers who are approved by Company to provide DIRECTV System installation services for and have the appropriate Dealer identification number (a “Nonfulfillment Dealer”):

(a) Collection and Administration of Equipment Lease Agreement. For each and every DIRECTV Subscriber who satisfies the terms and conditions and accepts any of the Consumer Offers from Nonfulfillment Dealer, Nonfulfillment Dealer shall perform the following:

(i) Provide and explain the general terms and conditions of the DIRECTV “Equipment Lease Agreement”, as provided by Company from time to time; (ii) Cause the DIRECTV Subscriber to complete and execute the Equipment Lease Agreement; (iii) Verify, validate and certify the accuracy of the information provided by the DIRECTV Subscriber in the Equipment Lease Agreement; (iv) Complete the dealer portion of the Equipment Lease Agreement; (v) Provide a completed and executed copy of the Equipment Lease Agreement to the DIRECTV Subscriber; (vi) Submit DIRECTV orders for a DIRECTV Approved Programming Package in accordance with the applicable Dealer Policy on DIRECTV order procedures, indicate and notify Company that a DIRECTV Subscriber has executed and agreed to the Equipment Lease Agreement; and (vii) Upon request by Company, provide the completed copy of the Equipment Lease Agreement.

Nonfulfillment Dealer shall not (i) force or coerce DIRECTV Subscribers into executing the Equipment Lease Agreement; (ii) falsify any information contained in the Equipment Lease Agreement; (iii) falsely claim that a DIRECTV Subscriber has executed the Equipment Lease Agreement; or (iv) make any changes to the Equipment Lease Agreement, including the addition of any additional charges or fees collected by Dealer directly from the Subscriber. In the event Nonfulfillment Dealer breaches this Subsection, in addition to any other rights it may have, Company shall have the right to terminate this Agreement or Service Schedule immediately, without an opportunity to cure, upon written notice to Nonfulfillment Dealer.

(b) Nonfulfillment Dealer’s DIRECTV Equipment-Related Business. Nonfulfillment Dealer shall conduct all of its DIRECTV System installation, warranty, maintenance, and

repair business (“DIRECTV Equipment Business”) for its own account; provided, however that the Equipment Lease Agreement shall be consummated by and between DIRECTV and the Subscribers. All DIRECTV Systems offered for lease through Nonfulfillment Dealer must be compatible with such Service and manufactured by a supplier approved by Company. Company shall notify Nonfulfillment Dealer of such approved DIRECTV Systems and suppliers. Nonfulfillment Dealer may take orders for Approved Programming Packages hereunder only from Subscribers to whom it consummates the Equipment Lease Agreement for DIRECTV.


EXECUTION 27

For the avoidance of doubt and in addition to Section 11.9, Dealer further agrees to defend and indemnify Company and its affiliates, parents, subsidiaries, and all of their employees and agents from all liability, damages, punitive damages, fines, expenses, including reasonable attorneys' fees and disbursements, claims, demands, or suits arising from the non-compliance with law, the negligent, willful, or fraudulent acts, or for the failure to act, with respect to Dealer’s DIRECTV Equipment Business, including without limitation, any false or misleading advertising, or bodily injury, death, or damage to property to the extent occasioned by the acts or omissions of Dealer, its Affiliates or Dealer Persons. The Limitation of Liability provisions of this Agreement do not limit recovery under this Indemnity clause.

(c) Purchase of Equipment. Upon completion of the provision of the Leased Equipment to the Subscriber and the activation of the Leased Equipment by the Subscriber with a DIRECTV Approved Programming Package, Nonfulfillment Dealer shall sell to DIRECTV, and DIRECTV shall purchase, all of the Leased Equipment from Nonfulfillment Dealer at the prices designated (the “Purchase Price”) and on the payment and other terms and conditions set forth in the Compensation Guide available for viewing on Dealer Center at https://dealercenter.brandmuscle.net , which may be revised from time to time, upon notice to Nonfulfillment Dealer. Nonfulfillment Dealer shall pass on and deliver to DIRECTV all applicable manufacturers’ warranties and user and title documents, and shall attach such proprietary notices to and otherwise prepare the DIRECTV System for lease, as DIRECTV may prescribe. DIRECTV shall bear the cost of any materials required for such preparation. Title and risk of loss of the Leased Equipment purchased by DIRECTV shall pass to DIRECTV upon delivery, installation and activation of the Leased Equipment by the Subscriber at the Subscriber’s designated location as set forth in the order submitted by Nonfulfillment Dealer. In lieu of remitting the applicable Purchase Price for the Leased Equipment, DIRECTV may apply such amounts against any amounts owed by Nonfulfillment Dealer to DIRECTV hereunder.

(d) INSTALLATION. (i) Nonfulfillment Dealer shall provide installation services to prospective Subscribers in accordance

with and consistent with the standard professional installation guidelines (the “SPIG”) as described in the applicable Dealer Policy.

(ii) Nonfulfillment Dealer or any Affiliate or Dealer Person engaged by Nonfulfillment Dealer to provide and perform the installation of DIRECTV Systems may offer to provide additional installation related services to the prospective DIRECTV Subscriber, other than standard professional installation services (i.e., complex installation services beyond that which is covered by the standard professional installation with respect to all DIRECTV Systems units), as part of Nonfulfillment Dealers DIRECTV Equipment Business, for commercially reasonable fees to be paid by the prospective DIRECTV subscriber. Dealer shall ensure that any terms and conditions, including charges, applicable to such Dealer services are clearly and prominently disclosed to Subscriber as Nonfulfillment Dealer charges (i.e., not DIRECTV charges), and not part of the Consumer Offer or Equipment Lease Agreement. Nonfulfillment Dealer’s DIRECTV Equipment Business charges shall be stated separately from any DIRECTV charges and not co-mingled with any DIRECTV documentation, receipts, etc.

(iii) The standard professional installation will be provided by Nonfulfillment Dealer to the prospective DIRECTV Subscribers without any additional costs or charges to such prospective DIRECTV Subscribers.

(iv) Nonfulfillment Dealer agrees that it will not instruct, encourage, require, request, or allow any Dealer Person performing installation work hereunder to assign or delegate their work assignments, related hereto, to any other individual or business entity and will be held personally liable and responsible to Company for doing so.


EXECUTION 28

COMPENSATION ATTACHMENT TO SERVICE SCHEDULE 2-A

DIRECTV SERVICES Company shall pay Dealer the compensation set forth below, subject to later Chargeback, on the terms described in the Agreement and this Compensation Attachment.

Prepaid Programming Commission: One time amount of $290.00 per Activated Subscriber, where “Activated Subscriber” means a DIRECTV Subscriber (a) for whom Dealer has procured and delivered a DIRECTV order consistent with, and during the Term of, this Agreement, (b) Company has received and accepted such order; and (c) DIRECTV service has been activated by Company. For the avoidance of doubt, an Activated Subscriber does not include a Subscriber whose DIRECTV order procured by Dealer is: • deemed cancelled by Company prior to DIRECTV Service activation; • for a residential household which, as of the date the order is received by DIRECTV, was a DIRECTV

Subscriber within the prior twelve (12) months; or • installed and activated more than thirty (30) days following Dealer’s submission of the order.

Protection Plan Commission: The DIRECTV Protection Plan Sales Program gives Dealers the ability to enroll new and existing DIRECTV Subscribers, who are not already enrolled, into a DIRECTV Protection Plan. Only Non-Fulfillment Dealers are allowed to sell a Protection Plan to their existing Subscribers. Dealers must enroll in the DIRECTV Protection Plan Sales Program, by executing a DIRECTV Protection Plan Sales Agreement, to be authorized to sell DIRECTV Protection Plan and be eligible for the Protection Plan commission. Dealers doing business in California and Florida must provide proof of a State Selling License. Qualifying Dealers will be paid a one time Protection Plan Sales commission of $15 per Protection Plan sale. Sports Subscription Commission: Dealers will be paid a one time commission of $20.00 per Activated Subscriber with at least one of the following sports subscriptions at the time of initial activation: MLB Extra Innings, NBA League Pass and NHL Center Ice, and such Activated Subscriber maintains such sports subscription for at least 180 days following activation (“Qualifying Sports Subscription”). Upgrade Commission: Dealers may provide hardware upgrades to existing consumer DIRECTV Subscribers (except certain MDU properties). Qualifying upgrades are all upgrades resulting in an increase in advanced product fees, such as HD, DVR, Whole Home or Advanced Receiver Service. Qualifying upgrade commissions, excluding hardware reimbursement, and related installation compensation (for Nonfulfillment Dealers only), are limited to the following one time payments within a rolling six (6) month period per Subscriber: $100 upgrade commission; and $100 installation compensation. Installation Incentives (applicable to Nonfulfillment Dealers only). Company will pay Dealer the following one time amounts for each standard professional installation provided and performed during the Term consistent with the SPIG for a DIRECTV System order procured by Dealer for an Activated Subscriber who accepts the corresponding Consumer Offer set forth below. Dealer is only eligible to receive one (1) Installation Incentive for each Activated Subscriber (e.g., One-Room Consumer Offer).

Installation Incentive Consumer Offer

$100.00 Single-Room $125.00 Two-Room $150.00 Three-Room $175.00 Four-Room $200.00 Five-Room $225.00 Six-Room+

Notwithstanding anything to the contrary contained herein, Dealer shall not earn an Installation Incentive if the DIRECTV System for which it performed and provided installation services does not activate with a DIRECTV Approved Programming Package as required hereunder. In the event Company is compelled to make a service call or, in its reasonable judgment according to its standard business practices, decides to make a service call for a Activated Subscriber procured by Dealer within ninety (90) days of the initial activation date of the Activated Subscriber and such service call is in connection with or related to the installation performed or provided by Dealer (or its installer) hereunder, Company shall have the right to charge Dealer back one hundred dollars ($100.00) in connection with such service call (the “Service Call Fees”).


EXECUTION 29

Notwithstanding the foregoing, in the event that Company reasonably determines that the service call was related to the failure or problems with the DIRECTV System and/or the low noise barrier, no Chargebacks will be assessed against Dealer for such service call. Dealer agrees and acknowledges that such Service Call Fees are assessed against Dealer by Company based upon Company reasonable determination that Dealer has failed to perform and provide the standard professional installation in accordance with this Agreement. Chargebacks. Certain compensation is subject to chargeback if for any reason the Activated Subscriber fails to maintain Service for the Chargeback Periods shown below. Company will calculate all Chargeback amounts in its sole and absolute discretion and will automatically deduct Chargebacks from amounts owed to Dealer hereunder. • Prepaid Programming Commission – 180 day Chargeback Period from the applicable Activated Subscriber’s

activation date; • Installation Incentives – 180 day Chargeback Period from the applicable Activated Subscriber’s activation date; • Protection Plan Sales commission – 120 day Chargeback Period from the applicable Activated Subscriber’s

activation date • Sports Subscription Commission – 180 day Chargeback Period from the Activated Subscribers activation date

with the Sports Subscription Commission Continuing Service Fees. In consideration of Dealer’s continuing support of promotion and advertising designed to procure new DIRECTV Subscribers, as well as Dealer’s continuing service to Activated Subscribers from whom it procures Approved Activations, Company shall pay Dealer Continuing Service Fees (CSFs), on a monthly basis, based upon certain payments received by Company from such Activated Subscribers, in the amounts and upon the terms and conditions set forth below. Dealer acknowledges that CSFs are not deferred commissions or otherwise paid for Dealer’s procurement of Approved Activations or Activated Subscribers, but instead are paid for Dealer’s continuing support of future Activated Subscriber procurement efforts and Dealer’s continuing services to such Activated Subscribers following procurement of the order. Accordingly, Company’s obligation to pay CSFs shall terminate upon the earliest to occur of any of the following events, as they relate to each applicable Activated Subscriber: (a) termination of the Subscription; (b) disconnection of the Subscription for any period of thirty (30) days or more; (c) termination or expiration of the Agreement or the DIRECTV Service Schedule; (d) Activated Subscriber downgrades such that Subscriber no longer has at least one active Approved Programming Package; or (e) three (3) years after the Approved Activation of the Subscription.

Dealer’s Approved Activations in the Calendar Quarter Prior to the Date the Subscriber Continuing Service Fee Fixed Monthly Rate Becomes an Activated Subscriber For Such Activated Subscribers 750 or more $1.50 per month per Activated Subscriber 180 – 749 $1.25 per month per Activated Subscriber 90 – 179 $1.00 per month per Activated Subscriber 46 – 89 $0.75 per month per Activated Subscriber 15 – 45 $0.50 per month per Activated Subscriber 14 or less $0.00 per month per Activated Subscriber

The CSFs described above apply only to DIRECTV Subscribers who become Activated Subscribers after the Effective Date of this Agreement. Company hereby (a) waives its rights under the applicable Sections of the Prior Agreements (defined below) to terminate CSF payments due solely to the April 30, 2017 termination of the applicable Prior Agreement; and (b) agrees to continue to pay CSFs to Dealer for Activated Subscribers under the Prior Agreements in the amounts and for the period of time described in such Prior Agreements. For purposes of this paragraph, “Prior Agreements” means Dealer’s Customer Referral Agreement (Section 5.2(c)) and/or Independent Retailer Agreement (Section 6.6(c)), with a termination date of April 30, 2017 and which were immediately replaced with this Agreement on April 1, 2017. DIRECTV NOW Commission (applicable only to those Dealers with a DIRECTV NOW Referral Program Addendum): Company shall pay Dealer the DIRECTV NOW Referral Commission as stated in the Dealer’s executed DIRECTV NOW Referral Program Participation Addendum which the parties agree is incorporated as an addendum into this Agreement.


EXECUTION 30

Volume Bonus Commission. In the event Dealer meets the monthly average Subscriber Activations stated below during the 3 consecutive months of a Qualification Period (defined in the table below), Company will pay Dealer a volume bonus commission for each Activated Subscriber Dealer acquires during the calendar quarter immediately following such Qualification Period (each, a “Reward Period”) in the amounts set forth below (the “Volume Bonus Commission”). Company will notify Dealer of Activated Subscriber Volume Bonus Commission tier achieved, if any, in the month immediately following the applicable Qualification Period and preceding the Reward Period.

VOLUME BONUS COMMISSION AMOUNT Average Monthly Activated Subscribers in a Qualification Period

Volume Commission Bonus Amount per Activated Subscriber in the next Reward Period

0 - 150 $0.00 151 – 300 (Tier 1) $40.00

300 + (Tier 2) $65.00

QUALIFICATION AND REWARD PERIOD DEFINITIONS Qualification Period Reward Period September – November 1st Calendar Quarter (January – March) December – February 2nd Calendar Quarter (April – June) March – May 3rd Calendar Quarter (July – September) June – August 4th Calendar Quarter (October- December)


EXECUTION 31

SERVICE SCHEDULE 2 – B BUNDLED INTERNET SERVICES

1. Services, Authorization & Territory. As of the date Company provides Dealer with all requisite Dealer

identification numbers and log on credentials to the applicable Service ordering systems, and subject always to all terms and conditions of the Agreement, Company authorizes Dealer to promote, market, advertise, solicit and take orders for Internet Services to be bundled with DIRECTV Services (broadcast satellite television services only) of existing or new DIRECTV Subscribers. For purposes of this Service Schedule 2-B and related attachments and Dealer Policies, “Internet Services” means those Internet and, where applicable and available as part of the bundle, phone services, offered by certain Internet and phone service providers, including AT&T, designated by Company from time to time in its sole and absolute discretion as participating in bundled offerings of (a) DIRECTV Service and (b) such service providers internet and phone service in such service provider’s territory in the U.S.A. (each, a “Participating Service Provider”).

2. Exclusivity. During the Term, Dealer agrees that neither it nor any Dealer Affiliates or Dealer Persons will directly or indirectly, promote, advertise, market, offer, sell, solicit sales of any internet, phone service that competes with the Internet Services provided by AT&T or any AT&T Affiliates in the areas, markets or territories in which AT&T or any AT&T Affiliates provides such Internet Services (“Competitive Service”). Notwithstanding the foregoing, “Competitive Service” excludes the sale of (a) Internet Service of a Participating Service Provider in locations where AT&T or any AT&T Affiliates do not have an HSI (6MG+) consumer offer available; or (b) Internet service by any satellite provider in such locations where AT&T or any AT&T Affiliates do not have an HSI (6MG+) consumer offer available.

3. Compensation and Payment Terms. Compensation for bundled Internet Services shall be as set forth on the Bundled Internet Service Compensation Attachment. Dealer shall provide information and execute any documents necessary to enable Company to remit to Dealer electronically any amounts payable to Dealer in accordance with this Agreement. Company shall pay commissions earned under this Schedule 2-B within sixty-five (65) days after the end of the accounting month, as determined by Company, in which the applicable Subscriber becomes an Internet Subscriber. From time to time, Company may make commission payments on a weekly or other basis. Dealer acknowledges and agrees that no expedited commission payments made by Company shall obligate Company to continue to do so or shall be construed to amend or modify the payment terms expressly set forth herein. The Bundled Internet Service Compensation Attachment specifies the complete amount that Dealer earns for Dealer’s performance of services and its compliance with obligations hereunder.

4. Minimum Performance Requirements. Pursuant to Section 4.10 of the Agreement, the Minimum Performance Requirements applicable to this Service Schedule shall be: 3 per calendar quarter

5. Dealer Obligations. Dealer shall comply with all Dealer Policies and other materials provided by Company related to order entry and provision of disclosures to prospective Internet Service Subscribers. “Internet Subscriber” shall mean a Subscriber who meets the Participating Service Provider’s qualifications for ordering Internet Services, and for whom Dealer enters an order through the appropriate Company ordering tool for the applicable Internet Services which are received, installed and activated by the applicable Participating Service Provider. Upon acceptance of the Internet Service offer by a Subscriber (whether new or existing), Dealer shall submit an order therefor, which order shall include information as required under the applicable Dealer Policy on Internet Service order procedures.


EXECUTION 32

COMPENSATION ATTACHMENT TO SERVICE SCHEDULE 2-B

BUNDLED INTERNET SERVICES

Company shall pay Dealer the compensation set forth below, subject to later Chargeback, on the terms described in the Agreement and this Compensation Attachment: Service Provider Commission: Company will pay Dealer the Commissions set forth below, subject to Chargeback, for each Service Provider Service order:

• $160.00 for each New Subscriber order placed by Dealer for a qualifying Internet Service(s) from AT&T

and CENTURYLINK. • $50.00 for (i) each New Subscriber order placed by Dealer for a qualifying Internet Service(s) from

Participating Service Providers other than AT&T and CENTURYLINK; and (ii) each Existing Subscriber order placed by Dealer for qualifying Internet Service(s) from any Participating Service Provider.

Chargebacks: If a Subscriber: (i) cancels the Internet Service order prior to activation; (ii) fails to activate the Internet Service within one hundred ten (110) days of order placement; or (iii) disconnects, cancels or terminates (whether initiated by the Participating Service Provider or Subscriber) the Internet Service within one hundred ten (110) days of initial order placement, then 100% of the Internet Commission shall be subject to chargeback. Additional Terms and Conditions: Only one Service Provider Commission will be paid in connection with a DIRECTV service account regardless of the number of qualifying Internet Services that are ordered or the number of orders submitted in connection with such DIRECTV service account. For purposes of this Schedule, a “New Subscriber” shall mean a DIRECTV subscriber newly procured or referred by Dealer who has had active DIRECTV service for fifteen (15) days or less, and is also an Internet Subscriber; and an “Existing Subscriber” shall mean a DIRECTV subscriber who has had active DIRECTV service for sixteen (16) days or longer, and is also an Internet Subscriber. In order for Dealer to be eligible for Service Provider Commissions, New Subscribers must activate the associated DIRECTV service account within forty-five (45) days of order placement and Existing Subscribers must have an active DIRECTV service account at the time of order placement.


EXECUTION 33

SERVICE SCHEDULE 2 – C - AT&T MOBILITY SERVICES

1. Services, Authorization, and Territory. As of the date Company provides Dealer with all requisite Dealer identification numbers and log on credentials to the applicable AT&T Mobility Service ordering systems, and subject always to all terms and conditions of the Agreement, Company authorizes Dealer to promote, market, advertise, solicit and take orders for certain wireless Services (excluding wireless Service that Company has defined as non-authorized wireless Service or wireless Service that is not otherwise available for sale by similarly-situated dealers in any area, market or territory in which Dealer is authorized to operate), Equipment and Equipment-related accessories in accordance with the terms of the Agreement. In the event Dealer sells wireless Service and Equipment from a retail/storefront location, Dealer shall comply with all applicable Dealer Policies related to such retail/storefront locations. 2. Sales of Company’s Entire Line Exclusively. Dealer must actively offer and sell Company’s entire line of wireless and non-wireless Services and Equipment approved by Company for distribution under this Service Schedule, including without limitation services provided through Company approved equipment insurance and equipment trade-in vendors and payment vendors, where these Services are available. Dealer must execute the Apple Products Supplement and offer and sell Apple products. Dealer is specifically prohibited from selling or facilitating the sale of any equipment warranty, equipment replacement service, equipment insurance service, equipment trade-in service or service payment solution that is not approved by Company in writing. 3. Exclusivity. Within the 50 states of the United States of America, Dealer, its Affiliates and Dealer Persons must not, directly or indirectly: (a) solicit, sell, offer, or accept offers for a Competitive Service; (b) induce or refer any existing or prospective Subscriber of Service to subscribe to a Competitive Service; (c) provide any leads to a distributor of Competitive Service; (d) activate subscribers through a reseller or act as a reseller, whether for Company or a Competitive Service; (e) lease, sub-lease, or otherwise provide space to any distributor of Competitive Service; or (f) share financial resources, retail space, administrative support, sales support, managerial support, or any other business resources with any distributor of Competitive Service.

For purposes of this Schedule 2-C, “Competitive Service” shall mean any mobile/cellular communications service offered by any person, entity, or business other than the AT&T Affiliates, in the area, market or territory in which Dealer conducts activities under this Agreement, that is capable of providing voice communications service, data or Internet service, that is functionally similar or equivalent to the voice and data services offered by the AT&T Affiliates anywhere in the 50 states of the United States of America (whether or not these products or services are available within the Dealer’s area, market or territory, irrespective of the method or methods by which the service is delivered, including without limitation: satellite, electric wires, wireless (using any spectrum or technology).

If, as a result of a violation of this exclusivity provision of this Schedule 2-C, Dealer, its Affiliate, or Dealer Person activates a customer on Competitive Service, Company will suffer monetary damages and loss of goodwill, the value of which is difficult to measure. As a result, Dealer must pay Company $1500 as liquidated damages for each end-user customer that Dealer, its Affiliate, or Dealer Person activates on Competitive Service, which sum Dealer agrees is reasonable. Dealer must, upon Company’s written notice, make its books and records available to Company to permit verification of Dealer’s compliance with this provision. In the event of Dealer’s refusal to permit to such inspection, Dealer must pay Company $1500 as liquidated damages for each end-user customer that Dealer, its Affiliate or Dealer Person activates on Competitive Service, as determined by Company. Acceptance by Company of liquidated damages under this provision does not limit Company’s right to seek any other appropriate remedies under this Agreement, including without limitation, termination of this Agreement and any other appropriate damages. 4. Compensation and Payment Term. Dealer will earn from Company the applicable compensation set forth in the attached Mobility Compensation Attachments. The Mobility Compensation Attachments specify the complete amount that Dealer earns for Dealer’s performance of services and its compliance with obligations hereunder. Dealer shall provide information and execute any documents necessary to enable Company to remit to Dealer electronically any amounts payable to Dealer in accordance with this Agreement. Company shall pay commissions earned under this Schedule 2-C within 65 days after the end of the accounting month, as determined by Company, in which the applicable Subscriber becomes an Activated Subscriber. 5. Minimum Performance Requirements. Pursuant to Section 4.10 of the Agreement, the Minimum Performance Requirements applicable to this Service Schedule shall be: 3 per calendar quarter 6. Equipment – Direct Fulfillment. Dealer will participate in Company’s Direct Fulfillment Program as set forth in the Direct Fulfillment Attachment to this Schedule 2-C.


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COMPENSATION ATTACHMENTS TO SERVICE SCHEDULE 2-C MOBILITY SERVICES

1. Definitions. 1.1 Activation Date. The date on which Company begins to provide the applicable Service (under Service Schedule 2-C) to any Authorized Subscriber. 1.2 AT&T Next Activations. AT&T Next installment activations include activations of Smartphones under the AT&T Next Direct Fulfillment program (“AT&T Next Direct Fulfillment Program”). Each AT&T Next customer must sign the appropriate AT&T Next installment financing agreement. Dealer must follow Company’s requirements for processing an AT&T Next customer.

1.2.1 AT&T Next Direct Fulfillment Program. Authorized New Subscribers and Authorized Upgrade Subscribers activated under the AT&T Next Direct Fulfillment Program order Smartphones at the point of sale and receive Smartphones directly from Company. To be eligible for compensation for activations under the AT&T Next Direct Fulfillment Program, Dealer must comply with all terms and conditions of the Direct Fulfillment Supplement.

1.3 AT&T Installment Program. Refers to the acquisition of eligible Authorized Equipment by Authorized Subscribers subject to the terms and conditions of the pertinent installment program identified in Exhibit 1 Approved Installment Programs to the Agreement’s AT&T Installment Plans Assignment Addendum. 1.4 Authorized Equipment. All models of Equipment that are certified by Company for use on Company’s network, and that have not been designated by Company as Non-Authorized Equipment for the rate plan on which it is activated. 2G devices are not certified as Equipment by the Company for use on the Company’s network and are designated as Non-Authorized Equipment for all rate plans. 1.5 Authorized Feature. All current wireless features that Company makes available for sale by Dealer through Company’s activation system or another sales process authorized in writing by Company. This includes Authorized Features that are fully activated by Dealer, and also “downloadable” Authorized Features that are sold by Dealer, but that must be downloaded and activated by the Subscriber. Features that Company determines under this Agreement to be Non-Authorized Features are not included. 1.6 Authorized Feature Subscriber. An individual or entity who meets the following conditions: a) who is an active Authorized Rate Plan or GoPhone Subscriber of Company, or is currently activating an Authorized Rate Plan; b) who places an order through Dealer for an Authorized Feature; c) who is obligated to pay for the Authorized Feature in addition to the Subscriber’s Authorized Rate Plan or GoPhone Rate Plan; d) for whom Dealer has activated an Authorized Feature that has not been deactivated or changed before the end of the day in which the Authorized Feature was activated; and, e) when an individual or entity places more than one order for the same Authorized Feature and each order is assigned to a separate Company SIM (for a different wireless service number), each order is treated as a separate Authorized Feature Subscriber. 1.7 Authorized New Subscriber. An individual or entity who meets the following conditions: a) who places an order through Dealer for Service on an Authorized Rate Plan (either voice or data); b) for whom Dealer has activated a new Company SIM together with Authorized Equipment appropriate for the Subscriber’s rate plan, (excludes unactivated GoPhone Branded Equipment); c) for whom Service is activated on an Authorized Rate Plan with an installment financing agreement, and is not deactivated before the end of the day in which the Service was activated; and, d) who has not been active on an Authorized Rate Plan at any time within 180 days before this Subscriber’s Activation Date, except if it qualifies as a reactivation under this Compensation Schedule or if the Subscriber is accepted by Company as a new Subscriber. When an individual or entity places more than one order and each order is assigned to a separate Company SIM (for a different wireless service number), each order is treated as a separate Authorized New Subscriber. 1.8 Authorized New Tablet Subscriber and Authorized New Gaming Subscriber. An individual or entity who meets the following conditions: a) who places an order through Dealer for Service on a Mobile Share Authorized Rate Plan or tablet Authorized Rate Plan with compatible tablet or gaming Authorized Equipment; b) for whom Dealer has activated a new Company SIM together with the tablet or gaming Authorized


EXECUTION 35

Equipment approved for Dealer compensation; c) for whom Service is activated on a Mobile Share Plan or tablet Authorized Rate Plan, and is not deactivated before the end of the calendar month in which the Service was activated; and, d) An Authorized New Tablet Subscriber or Authorized Gaming Subscriber must not have been active on a tablet Authorized Rate Plan or gaming Authorized Rate Plan, respectively, or on a Mobile Share Plan at any time within 180 days before this Subscriber’s Activation Date. When an individual or entity places more than one order and each order is assigned to a separate Company SIM (for a different wireless service number), each order is treated as a separate subscriber. 1.9 Authorized Rate Plan. Only the current post-paid voice and data wireless rate plans that Company makes available for sale by Dealer through Company’s activation system or another sales process authorized in writing by Company. Authorized Rate Plans do not include GoPhone Rate Plans, tablet rate plans, prepaid session based rate plans, Authorized Features, downloadable features or applications, demonstration plans or other dealer employee plans, and rate plans determined by Company under this Agreement to be Non-Authorized Rate Plans. 1.10 Authorized Subscriber. All variations of Authorized Subscribers defined in this Schedule 2 Compensation. 1.11 Authorized Upgrade Subscriber. An individual or entity who meets the following conditions: a) a current Subscriber to any Authorized Rate Plan who meets Company’s current upgrade eligibility requirements; b) who Dealer supplies with Authorized Equipment appropriate for the Subscriber’s rate plan, (excludes all GoPhone Branded Equipment); c) for whom Dealer renews service on a new installment financing agreement on an Authorized Rate Plan, with the express consent of the Subscriber, and who is not deactivated before the end of the day in which the Service was activated; d) for whom Dealer complies with Company’s current upgrade eligibility requirements; and e) when an individual or entity places more than one order and each order is assigned a separate Company SIM (for a different wireless service number), each order is treated as a separate Authorized Upgrade Subscriber. 1.12 Authorized Upgrade Tablet Subscriber. A Subscriber who meets the following conditions: a) a current Subscriber to any Authorized Rate Plan who meets Company’s current upgrade eligibility requirements; b) who places an order through Dealer for Service on a Mobile Share Authorized Rate Plan or tablet Authorized Rate Plan with tablet Authorized Equipment; c) for whom Dealer renews the term of Subscriber’s service commitment agreement with Company for at least 2 additional years or on a new installment financing agreement on an Authorized Rate Plan, with the express consent of the Subscriber, and who is not deactivated before the end of the day in which the Service was activated; and, d) when an individual or entity places more than one order and each order is assigned a separate Company SIM (for a different wireless service number), each order is treated as a separate Authorized Upgrade Subscriber. 1.13 Basic & Quick Messaging Devices (QMDs). Models of Authorized Equipment that do not qualify as Smartphones, tablet devices or other emerging devices. 1.14 Connected and Wearable Devices. 1.15.1 Connected Device. Connected Devices are Authorized Equipment identified in Schedule 2.1 Wireless Compensation. 1.15.2 Wearable Device. Wearable Devices are Authorized Equipment identified in Schedule 2.1 Wireless Compensation. 1.15.3 Authorized Connected Device Rate Plan and Authorized Wearable Device Rate Plan. Any rate plan designated by Company for use with a compatible Connected Device or Wearable Device. 1.15.4 Authorized New Connected Device Subscriber and Authorized New Wearable Device Subscriber. A Subscriber who meets the following conditions: a) who places an order through Dealer for Service on an Authorized Connected Device Rate Plan with a compatible Connected Device or who places an order through Dealer for Service on an Authorized Wearable Device Rate Plan with a compatible Wearable Device; b) for whom Service is activated on an Authorized Connected Device Rate Plan or an Authorized Wearable Device Rate Plan and is not deactivated before the end of the day in which the Service was activated; and, c) who has not been active on an Authorized Connected Device Rate Plan or an Authorized Wearable Device Rate Plan at any time within 180 days before this Subscriber’s Activation Date. When a Subscriber places more than one order and each order is assigned to a separate Company SIM (for a different wireless service number),


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each order is treated as a separate Authorized Connected Device Subscriber or Authorized Wearable Device Subscriber. 1.15 GoPhone Branded Equipment. All models of GoPhone branded Equipment sold by Company. GoPhone Branded Equipment is for use on GoPhone Rate Plans. Unactivated GoPhone Branded Equipment is Non-Authorized Equipment when used with any post-paid rate plan unless expressly stated by company. 1.16 GoPhone Rate Plan. All of the published GoPhone branded rate plans that are generally available within the relevant market. Authorized Subscribers activated on these GoPhone Rate Plans do not count towards Dealer’s activation totals for compensation purposes, including without limitation any activation quota of Authorized Subscribers and any volume bonus, unless expressly stated in writing by Company. 1.17 GoPhone Service. Company’s prepaid wireless Service provided and sold through GoPhone Rate Plans. 1.18 Legacy. Legacy refers to Company approved Authorized Rate Plans and Authorized Features other than for Mobile Share. Legacy Authorized Rate Plans are non-Mobile Share Rate Plans (such as FamilyTalk and Nation and AT&T Unlimited Plan), and Legacy Authorized Features are features that cannot be added to a Mobile Share Authorized Rate Plan (such as Data Access Authorized Features and AT&T Messaging Authorized Features). 1.19 Mobile Share. Mobile Share includes Mobile Share, Mobile Share Value, and Mobile Share Advantage Authorized Rate Plans. 1.20 No Service Commitment Activation. Activations of Authorized New Subscribers with a rate plan that does not contain a minimum service commitment, excluding AT&T Next installment plan activations, where Subscriber provides their own Authorized Equipment. These activations are also referred to as “BYOD” or “Bring Your Own Device.” 1.21 Smartphone. Any model of Authorized Equipment that has an operating system and a touch screen or physical QWERTY keyboard, and that Company requires to have a voice rate plan and a data access Authorized Feature while activated on Company’s network. 2. Compensation. 2.1 Compensation Schedules. Dealer earns the compensation set forth in Schedule 2.1 Wireless Compensation. Dealer earns no compensation for activations on Non-Authorized Rate Plans. Dealer earns Authorized New Subscriber and Authorized Upgrade Subscriber compensation based on the Authorized Rate Plan. 2.2 Compensation Terms. Dealer will be assigned one or more dealer codes under which all Authorized Subscribers must be activated, in compliance with Company’s activation security procedures, to be eligible for compensation. Activations that are restricted in Company’s activation system are not eligible for compensation, even if Dealer completes this activation by another means. Company will direct compensation to the Dealer that actually performs the activation based on the dealer code that is used during activation. All compensation will be paid or credited to Dealer by Company within 65 days of the end of the calendar month during which the activation occurred. 2.3 Estimated Compensation. Company reserves the right to estimate compensation due Dealer. This estimate will be revised and adjusted within 60 days based on Company’s review of all relevant records concerning compensation due Dealer. 3. Chargebacks

3.1 Chargebacks. If any Authorized Subscriber (except for an Authorized Feature Subscriber) for which Dealer earned compensation under this Agreement deactivates, is deactivated, or changes to a rate plan that constitutes a deactivation as defined below, then Dealer must refund to Company all compensation earned by Dealer in any manner under this Agreement with respect to this former Subscriber (“Chargeback”). Subscriber suspensions will not trigger a Chargeback. The “Chargeback Period” or “Vesting Period” means the 180-day period beginning on the appropriate Activation Date where compensation is subject to Chargeback. Company will calculate all Chargeback amounts in its sole and absolute discretion and will automatically offset amounts owed to Dealer with amounts owed to Company under this Chargeback provision.

3.2 Authorized Feature Subscriber Chargebacks. If any Authorized Feature Subscriber for which Dealer earned compensation under this Agreement is deactivated, removed, or changed to another feature in a different Feature Family within the Chargeback Period, then Dealer must refund to Company all compensation earned by Dealer in any manner under this Agreement with respect to this Authorized Feature Subscriber. In addition, if, within the Chargeback Period, any Authorized Feature Subscriber for which Dealer earned compensation under this Agreement is changed to another feature within the same Feature Family that earns lower feature compensation, then Dealer must refund to Company the difference between the compensation on the feature that was added and the


EXECUTION 37

compensation on the feature that was removed (based on the current Compensation Schedule). Company will calculate all Chargeback amounts (never to exceed the amount paid to Dealer for any Authorized Feature Subscriber) in its sole and absolute discretion and will automatically offset amounts owed to Dealer with amounts owed to Company under this Chargeback provision.

3.3 Rate Plan Changes as Deactivations. If conducted within the Chargeback Period, the following rate plan changes by any Authorized Subscriber will constitute “deactivations” and will trigger a Chargeback (if applicable), even though they are still Company Subscribers: a) to a Non-Authorized Rate Plan (e.g. Tablet Rate Plan, session based rate plan, or GoPhone Rate Plan) from an Authorized Rate Plan; and (b) to an Authorized Rate Plan or any non-GoPhone Rate Plan from a GoPhone Rate Plan. 4. Reactivation Within Chargeback Period. If an Authorized New Subscriber (originally activated by Dealer) is deactivated completely from Company’s systems and then reactivated with the same mobile number back to an Authorized Rate Plan, within that Subscriber’s original Chargeback Period, this reactivated Subscriber will be added back into Dealer’s Eligible Subscriber Base. However, for Chargeback purposes, the Subscriber’s original Activation Date remains unchanged. 5. Smartphone and QMDs Buyer’s Remorse Exchanges. If an Authorized New Subscriber or an Authorized Upgrade Subscriber (including Early Upgrade Customers and Exception Upgrade Subscribers) exchanges a Smartphone for a QMD or a QMD for a Smartphone within Company’s Buyer’s Remorse equipment exchange time period and on the same mobile number and this device exchange results in a different amount of compensation being earned under the current Compensation Schedule, Company will make the appropriate monetary adjustment to the amount of compensation paid or credited to Dealer for that Authorized New Subscriber or Authorized Upgrade Subscriber. 6. Authorized Feature Subscriber Feature Family Rules and Exceptions.

6.1 General Feature Family Rules. A Feature Family (including the category and sub-category columns within Company’s compensation catalogue) is a grouping of similar wireless Authorized Features defined by Company that is used to determine feature compensation and feature chargebacks.

a) Feature Families (including categories and sub-categories) may be updated regularly at Company’s sole discretion and published to Dealer (through Company’s website for Dealers) at the start of the month for which the change will go into effect. Any additional changes that occur during the month will be communicated to the Dealers.

b) These Feature Family rules apply to all Authorized Feature activations, deactivations, upgrade, lateral, and downgrade changes made by a Subscriber directly with Company or in any channel of distribution.

6.2 Primary Feature Family Rule. Dealer earns compensation for activating an Authorized Feature within a Feature Family only if it results in positive incremental feature compensation within a Feature Family, regardless of the Chargeback Period. Incremental feature compensation is calculated at the Subscriber’s mobile number level. (Dealer earns nothing for feature changes resulting in the same or negative incremental feature compensation.)


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AT&T MOBILITY SCHEDULE 2.1 WIRELESS COMPENSATION

Unless otherwise stated, specially defined terms herein have the same meaning given to them in the Agreement, Schedule 2-C Compensation Attachment or the pertinent Dealer Policies. As applicable, this Schedule 2.1 is subject to the Agreement’s Direct Fulfillment Attachment. 1. COMPENSATION FOR AUTHORIZED NEW SUBSCRIBERS, AUTHORIZED UPGRADE SUBSCRIBERS, AND AUTHORIZED TABLET SUBSCRIBERS ACTIVATED ON MOBILE SHARE AND LEGACY AUTHORIZED RATE PLANS A. Definitions. a) Authorized Early Upgrade Subscribers and Authorized Exception Upgrade Subscribers. Defined by Company’s operative upgrade program which Company may revise in its sole discretion upon notice. B. Compensation. Company will pay Dealer the one time compensation amounts stated on attached Charts #1-2. 2. COMPENSATION FOR AUTHORIZED NEW CONNECTED DEVICE SUBSCRIBERS, AUTHORIZED NEW WEARABLE DEVICE SUBSCRIBERS AND AUTHORIZED NEW GAMING SUBSCRIBERS ACTIVATED ON MOBILE SHARE AND LEGACY AUTHORIZED RATE PLANS A. Compensation. Company will pay Dealer the one time compensation amounts stated on Chart #3. B. Exclusions. Authorized Wearable Device Subscribers are compensated only if activated on a Mobile Share or Mobile Share Value Authorized Rate Plan. 3. COMPENSATION FOR AUTHORIZED ACCESSORIES SOLD THROUGH DIRECT FULFILLMENT A. Definitions. a) Authorized Accessories. Accessories identified in the Direct Fulfillment flow in OPUS. b) Processing Fee. Company’s costs incurred processing customer purchases of Authorized Accessories through the Direct Fulfillment Program including but not limited to shipping costs. c) Wholesale Price. Company’s wholesale price on Authorized Accessories sold to Dealer. d) SRP. Suggested Retail Price determined by Company. B. Compensation For each Authorized Accessory Dealer who sells to a customer on Company’s behalf through the Direct Fulfillment Program, Company will pay Dealer a sales commission equivalent to SRP less Wholesale Price less the Processing Fee.


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Compensation Charts to AT&T MOBILITY SCHEDULE 2.1

WIRELESS COMPENSATION At such time as Dealer is authorized to promote, market, advertise, solicit, and take orders for the Mobility Services described in Service Schedule 2-C, Company shall provide an updated Compensation Attachment to Dealer which will include the applicable compensation amounts Company will pay Dealer under Schedule 2-C. 1. The Chart below states compensation for Authorized New Subscribers activated on Authorized Rate Plans in

the indicated procurement and device categories. The Chargeback Period is 180 days. Subscriber Device Procurement Device Term1 Compensation AT&T Next Direct Fulfillment Smartphones NA to be added AT&T Installment Program (Direct Fulfillment) Authorized Equipment NA to be added BYOD Activation Authorized Equipment NA to be added

2. The Chart below states compensation for Authorized Upgrade Subscribers, Authorized Early Upgrade

Subscribers, Authorized Exception Upgrade Subscribers, Authorized New Tablet Subscribers, and Authorized Upgrade Tablet Subscribers activated on Authorized Rate Plans in the indicated procurement and device categories. The Chargeback Period is 180 days. Subscriber Device Procurement Devices Term Compensati

on AT&T Next Direct Fulfillment

Smartphones NA to be added

AT&T Installment Program (Direct Fulfillment)

Authorized Equipment NA to be added

All Device Procurement Categories2 Tablets 24 Months or No Term to be added 3. The Chart below states compensation for the indicated Subscribers activated on Mobile Share Data Group and

Legacy Authorized Rate Plans that acquire their device through purchase (Non-Next) or Direct Fulfillment Program (Non-Next) or AT&T Installment Program. The Chargeback Period is 180 days. No Term is required. Subscriber Category/Authorized Equipment (while supplies last) Comp Authorized New Connected Device Subscriber

Amber Alert GPS™ Smart Locator to be added

Car Connection (and future Car Connection models approved by the Company). Excludes ZTE Mobley.

to be added

Connected Car ZTE Mobley to be added FiLIP (and future FiLIP models approved by the Company) to be added

Authorized New Wearable Device Subscriber

Samsung Gear S, Samsung Gear S2, Samsung Gear S3 LG Watch Urbane™ 2nd Edition LTE

to be added

Authorized New Gaming Subscriber

Gaming Authorized Equipment to be added

1 Term. A Subscriber’s service commitment on a Mobile Share Data Group or Legacy Authorized Rate Plan. 2 All Device Procurement Categories. Includes AT&T Installment Program, AT&T Direct Fulfillment Program (Non-Next), BYOD Activation, and Device purchase (Non-Next).


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DIRECT FULFILLMENT EQUIPMENT ATTACHMENT TO SCHEDULE 2-C MOBILITY SERVICES

1. Certified Equipment. Dealer may only offer to Subscribers models of Equipment and SIMs that are included in

Company’s fulfillment system or that are fully compatible with the appropriate Service and that are certified and approved by Company.

2. Manufacturer’s Warranty. Dealer must not make any warranty representations that are in addition to the statements in the manufacturer’s limited warranty.

3. DISCLAIMER OF WARRANTY BY COMPANY. COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY EQUIPMENT OR ACCESSORIES SOLD TO A CONSUMER UNDER THIS AGREEMENT. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY OF FITNESS OR QUALITY.

4. LIMITATION OF LIABILITY FOR EQUIPMENT. COMPANY IS NOT LIABLE TO DEALER FOR LOST PROFITS OR REVENUES, WHETHER PRESENT OR PROSPECTIVE, FOR LOSS OF TIME OR BUSINESS REPUTATION, INCONVENIENCE, LOSS OF USE OF ANY EQUIPMENT OR ACCESSORIES, PROPERTY DAMAGE, OR FOR ANY OTHER INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE CAUSED BY ANY EQUIPMENT OR ACCESSORIES OR THEIR FAILURE TO WORK. THESE LIMITATIONS OF LIABILITY APPLY TO ALL CAUSES OF ACTION IN ANY WAY RELATED TO THE EQUIPMENT OR ACCCESSORIES, INCLUDING, WITHOUT LIMITATION, ALLEGED BREACH OF WARRANTY, BREACH OF CONTRACT, PATENT OR COPYRIGHT INFRINGEMENT, OR TORT, WHETHER IN NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, EVEN IF AT&T HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. IN THE EVENT OF ANY LIABILITY OF COMPANY TO DEALER RELATED TO EQUIPMENT OR ACCESSORIES SOLD UNDER THIS AGREEMENT, THIS LIABILITY IS LIMITED TO THE LESSER OF (a) DEALER’s PROVEN DIRECT DAMAGES, OR (b) THE PURCHASE PRICE OF THE EQUIPMENT OR ACCESSORIES WITH RESPECT TO WHICH THE ALLEGED LOSSES OR DAMAGES ARE CLAIMED.

5. Additional Direct Fulfillment Terms and Conditions a. Company will automatically populate Dealer’s unique direct fulfillment code with each Direct Fulfillment Program

activation and upgrade submitted through Dealer activation system PDC. Direct Fulfillment Dealer codes will be distributed to Dealer under separate cover from your market contacts.

b. Dealer must have an Apple Products Supplement to participate in this Direct Fulfillment Program. c. Company may terminate this Attachment, in whole or in part, immediately upon written notice to Dealer if Company

determines that Dealer has breached this Direct Fulfillment Attachment. d. Compliance with Direct Fulfillment Program Rules and Procedures. Dealer and all of its sales representatives must

take the required Company training as developed and updated by Company from time to time for this Direct Fulfillment Program. Dealer may lose its eligibility in this program if its representatives have not taken all mandatory training sessions. Dealer must comply with all Company procedures for this Direct Fulfillment Program as set forth in the Agreement, including relevant Operational Documents and Dealer Policies.

e. Dealer‘s full compliance with the Subscription Fraud Dealer Policy is particularly important and will be closely monitored by Company. Dealer must verify and validate before each order that the person who places the order with AT&T under this Direct Fulfillment Program is listed as an Account Holder or Authorized User for consumer sales in Company’s systems. In addition to damages set forth in the Subscription Fraud Dealer Policy, Dealer is responsible for losses suffered by Company if Dealer fails to properly validate the person placing the order.

f. Company Sale of Equipment Directly to the Subscriber. When Dealer uses this Direct Fulfillment process, Company will offer to sell and fulfill wireless equipment directly to the Subscriber. Company sets the prices for the equipment sale and Company will collect payment directly from the Subscriber. Dealer must follow the procedures under the Direct Fulfillment Program to facilitate Company’s sale, shipping options, and any returns or exchanges to Company. (All customer returns must be made directly to Company, unless Company updates its return procedure in writing.) However, Dealer is not a party to the equipment transaction and must not charge the Subscriber anything related to equipment sold by Company. Nevertheless, Dealer is responsible for guiding the Subscriber through the activation and equipment fulfillment process and explaining the relevant details as necessary to provide high quality customer service to the Subscriber.

g. Separate Compensation under the Direct Fulfillment Program. Dealer will earn from Company the compensation set forth in Schedule 2-C to the Agreement for sales activity under the Direct Fulfillment Program.


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APPLE PRODUCTS SUPPLEMENT TERMS AND CONDITIONS 1. Confidentiality. This Apple Products Supplement and all information provided by Company or Apple® Inc. (“Apple”) related to any Apple product is Confidential Information under the terms of the Agreement. Dealer may only share this information as permitted under the Confidentiality provision of the Agreement with persons having a legitimate need to know and an obligation to keep it confidential. Any improper use or disclosure of this Confidential Information would cause irreparable injury to Company and will be strictly enforced by Company. 2. Distribution of Apple Products. a. Company has obtained the non-exclusive right to distribute Apple iPhone and iPad models (collectively, “Apple Products”) in the United States from Apple. Company has also obtained Apple’s consent to distribute the Apple Products through Dealer’s use of Company’s direct fulfillment process described in the Direct Fulfillment Attachment to the Agreement. Subject to the terms of the Direct Fulfillment Attachment and this Apple Products Supplement, Dealer is hereby permitted to promote, market, advertise and place orders for the current Apple Products as of the effective date of this Apple Products Supplement. b. Dealer must not place Subscriber orders for Apple Products from any source other than Company. Company supported Apple Products purchased by Subscribers from Company under the Direct Fulfillment Attachment must be used on AT&T’s network. c. Dealer must use commercially reasonable efforts to ensure that it does not place orders for Apple Products or Apple accessories for any Subscriber who Dealer knows or learns intends to export these Apple products for sale outside of the United States, except that nothing herein requires Dealer to conduct any investigation or other due diligence to learn whether such Subscriber intends to export Apple Products. Company may, in addition to seeking any other available remedies, terminate this Apple Products Supplement effective immediately upon written notice if Apple Products or Apple accessories ordered by Dealer are exported for sale outside the United States. d. Future Apple Product models may also be covered under this Apple Products Supplement at the sole and absolute discretion of Apple and Company. Apple and Company reserve the right to not allow Dealer to place orders for any current or future Apple Product model in Apple’s or Company’s sole and absolute discretion. e. Dealer’s approval to distribute Apple Products is non-exclusive as Apple has approved other competing channels of distribution and may continue to approve additional competing channels of distribution. 3. Approved Apple Product Locations. Locations where Dealer is approved to sell Apple Products are Approved Apple Product Locations. a. iPhone. Subject to the restrictions in Section 6 below, Dealer is authorized to promote, market, advertise and place orders for the iPhone from all current retail and other locations, using those marketing tactics allowed under the Agreement and this Apple Products Supplement, as these locations and tactics are updated under the Agreement from time to time. Dealer is not permitted to opt-out of being authorized to offer iPhone at any such Approved Apple Product Locations. Such Approved Apple Product Locations automatically constitute “Approved iPhone Locations” under this Apple Products Supplement, unless otherwise expressly called out in writing by Company as Non-Approved iPhone Locations. Online sales of iPhones are not permitted. b. iPad. Subject to the restrictions in Section 6 below, Dealer is authorized to promote, market, advertise and place orders for the iPad from all current retail and other locations, using those marketing tactics allowed under the Agreement and this Apple Products Supplement, as these locations and tactics are updated under the Agreement from time to time. Dealer is not permitted to opt-out of being authorized to offer iPad at any such Approved Apple Product Locations. Such Approved Apple Product Locations automatically constitute “Approved iPad Locations” under this Apple Products Supplement, unless that location is expressly called out in writing as a Non-Approved iPad Location. Online sales of iPads are not permitted. 4. Investment Required - No Guarantees. Dealer is required to make an investment of its own money to meet the high standards necessary for the sale of Apple Products. Dealer’s decision to make this and other Apple Product related investments, which may vary by retail location or marketing tactic, and to take this financial risk should be carefully considered. Company makes absolutely no guarantee of any return on Dealer’s investment. Further, Company has the right to terminate this Apple Products Supplement with little or no advance notice and Dealer will not be reimbursed or compensated for its expenditures or investments related to this Apple Products Supplement in any way. Dealer represents that it has independently investigated the risks and opportunities of the business outlined in this Apple Products Supplement and has independently decided to sign this Apple Products Supplement, with the opportunity to seek the advice of counsel before signing. 5. Fraud/Losses. As with all devices, Dealer is responsible for any fraud-related losses associated with Apple Products. 6. Apple Marks and Marketing, Displays, and Live Demo Devices. a. Dealer must use only Apple pre-approved retail marketing materials (“Apple Materials”) in connection with its marketing and advertising of Apple Products


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at the Approved Apple Product Locations. Where applicable, Dealer must display the Apple Materials, without alteration, provided to Dealer in the manner specified by Company at the Approved Apple Product Locations. Other than the Apple Materials provided to Dealer, Dealer is not permitted to use the Apple name, brand, logo, trademarks, service marks, or the Apple trade dress, design, product image, or “look and feel” (“Apple Marks”) in any manner. Dealer must also comply with other Apple Product, merchandising and display presentation specifications at its own expense, as set forth by Company. No radio advertising is permitted. b. Dealer must not make any representations or guarantees regarding Apple Products that are inconsistent with Apple policy, literature, or training materials or engage in any other behavior that could adversely affect Apple’s or Company’s goodwill. c. Absolutely no advertising or marketing of any form and in any medium, whether online or in print or otherwise, of the Apple Products or with the Apple Marks is permitted by Dealer except as specified in Section 6.a. above. Dealer must not release any information related in any way to this Apple Products Supplement through any public disclosures or press releases. d. iPhone and iPad. For each retail brick and mortar Approved iPhone and iPad Location, Dealer must:

• bear the cost of in-store display fixtures and live demonstration devices used to promote current iPhone and iPad models and related Apple Products, as required and modified from time to time by Company;

• ensure, at its expense, that each Approved iPhone and iPad Location has: o at least one live demonstration unit of each iPhone model available with the latest iPhone OS

version and demonstration content made available by Apple; o at least one live iPad demonstration unit of each of the current iPad models sold by Company with

the latest iPad software version and demonstration content made available by Apple; o complimentary cellular data or WiFi available for use with each such demonstration unit; and o the latest version of iTunes.

• replace missing or damaged iPhones and iPad demonstration units within five (5) days provided such devices are available from Company.

e. Merchandising. Dealer must merchandise all iPhone and iPad models in accordance with Apple Product merchandising guidelines, as updated by Apple or Company from time to time. In addition to any other merchandising guidelines set forth by Apple or Company, the following guidelines apply for retail brick and mortar Approved Apple Product Locations: (i) iPhone and iPad fixtures must be located in a high-traffic, premium location that is, whenever possible, also visible from the main entry of the store, (ii) Dealer must place Apple’s “hero” graphics for iPhone or iPad (“hero” graphics to be identified by Apple) at each fixture, and (iii) Approved Apple Product Locations architected in such a way that they can accommodate a window banner must display the most recent window graphics/posters provided by Apple for no less than four weeks during each new product introduction and a minimum of two four-week creative refresh periods. If a store was not architected in such a way that it can accommodate a window banner, the parties will work cooperatively to implement an alternative solution at such location. If product introductions occur during time frames (e.g., holiday) when the window graphics/posters cannot be displayed, the parties will mutually agree on a suitable alternative. In addition, Dealer shall update other in-store signage at each Approved Apple Product Location with new-product-introduction and campaign-refresh graphics as Apple makes such elements available. g. During the term of this Apple Products Supplement and for two years thereafter, Dealer must not implement, without Company’s prior written consent, any marketing campaign or program that is targeted specifically at AT&T iPhone or iPad users and that is designed to explicitly encourage these Subscribers to switch from an AT&T iPhone or iPad to another device or to another wireless carrier. This paragraph is not intended to preclude Dealer from running any forms of general advertising or marketing that may reach AT&T iPhone or iPad users as part of the general public, provided that such marketing is not specifically targeted at AT&T iPhone or iPad users. 7. Training and Customer Experience. All Dealer sales associates at all Approved Apple Product Locations must successfully complete the entire training program required by Apple and Company as a precondition to selling each of the Apple Products. Dealer must comply with any additional Apple Product training requirements set forth by Company while this Apple Products Supplement is in effect. Dealer must provide competent, professional and knowledgeable assistance to Subscribers and must maintain high levels of Subscriber satisfaction at its Approved Apple Product Locations, as determined by Company. Dealer must minimize customer complaints related to Apple Products and must work in good faith to resolve any Apple Product-related customer complaints. Dealer must maintain the iPhone and iPad display units, demonstration devices, and Apple Materials, as applicable, in good condition and in working order to provide a positive and satisfying experience for Subscribers.


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8. Apple Product Sales Terms , Activation Procedures, Maximum Resale Price and Subsidies. a. Bundled Prices. Dealer may not combine an iPhone or an iPad with a third-party product for sale at a single price without Apple’s prior written permission. b. Unlocking. Dealer is not permitted to unlock or enable any third party to unlock any locked Apple Product, thereby permitting someone to use it on a network for which it was not intended, without Company’s prior written consent. c Service Requirement for iPhone. Dealer must accept orders for every iPhone solely for activation with an appropriate voice rate plan and data access feature as required by Company. Dealer must offer all Subscribers activating an iPhone on Company’s network the terms and conditions of sale as set forth in this Apple Products Supplement and in other supporting documentation provided by Company to Dealer (“iPhone Sales Terms”). The iPhone Sales Terms include, without limitation, service fees, service plan offers, early termination fees, return policies, restocking fees, upgrade policies and unlocking policies. If Company modifies the iPhone Sales Terms for any reason, then Dealer must comply with these modified iPhone Sales Terms upon written notice to Dealer. d. Service Requirements for iPad. Dealer is not required to activate iPads for iPad orders it places under this Apple Products Supplement. Prepaid iPad activations are handled by the activating Subscriber. Postpaid iPad activations must be handled by Dealer according to Company’s tablet data connect plan activation flows. Dealer must offer all postpaid iPad Subscribers the terms and conditions of sale as set forth in this Apple Products Supplement and in other supporting documentation provided by Company to Dealer (“iPad Sales Terms”). The iPad Sales Terms include, without limitation, service fees, service plan offers, early termination fees, return policies, restocking fees, upgrade policies, and unlocking policies. If Company modifies the iPad Sales Terms for any reason, then Dealer must comply with these modified iPad Sales Terms upon written notice to Dealer. e. Security Requirements. Dealer must strictly follow all processes and procedures for activating Apple Products and related in any way to Apple Product data security established or revised by Company from time to time. Dealer is not permitted to tether or connect in any manner a Subscriber’s Apple Product to its computer for any purpose other than what is expressly approved in writing by Company. Dealer is also not permitted to use any software on its computers in conjunction with Apple Products other than what is approved and provided by Company specifically for Apple Product activation purposes. Dealer is expressly prohibited from synching customer’s iPhone or iPad with iTunes software or using Apple’s standard iTunes software with a Subscriber’s iPhone or iPad for any purpose, even at the Subscriber’s request. These restrictions are designed to protect the privacy of customer Apple Product data. Dealer must monitor its employees and computers to ensure that no customer Apple Product data is stored on Dealer’s computers and that Dealer is in full compliance with this provision. Company reserves the right to review and audit Dealer’s processes and computers for compliance with this provision. Dealer must fully cooperate with any review or audit. 9. Warranty, Insurance, and Sales Restrictions and Receipt. a. The only warranties applicable to Apple Products are those which Apple provides to the retail purchaser of the Apple Products, and any extended warranties provided through Apple such as AppleCare. Dealer must facilitate Apple’s warranty process and must not take any action inconsistent with Apple’s warranty process. Dealer is not permitted to service the Apple Products. b. Company may officially authorize certain insurance plans for iPhone or iPad users. Other than Apple-approved Apple Product warranties, and any Company approved Apple Product insurance plans, Dealer is not permitted to sell or facilitate any warranty or insurance coverage of any kind related to Apple Products. Company approved Apple Product insurance plans must be offered in accordance with a Company approved process. Dealer may not directly enter into an agreement with any third party for the sale of Company approved iPhone or iPad insurance plans without Company’s prior written consent. If Dealer performs an upgrade for a Subscriber with device insurance that has not specifically been authorized by Company for that Apple Product, Dealer must remove this feature from the Subscriber’s account upon activation of the upgraded Apple Product. c. Dealer must provide a copy of Apple’s standard limited warranty and end-user software license to any Subscriber or potential Subscriber who requests one. Dealer must not separate any software that is packaged with any Apple Product, or such software’s end-user license, and Dealer has no rights in this software. Dealer must also provide each Subscriber who purchases an Apple Product an opportunity to review and legally consent to Apple’s then-current standard end-user software license agreement. 10. Term and Termination. a. Either party may terminate this Apple Products Supplement in its entirety, without cause, with 14 days prior written notice to the other party. b. Company may terminate this Apple Products Supplement immediately upon written notice to Dealer if Company determines, in its sole and absolute discretion, that Dealer has misused the Apple Marks in any way, has used unapproved software or processes with an Apple Product Subscriber, has violated the export prohibition above, or otherwise breached any material term or condition of this Apple Products Supplement or the Agreement.


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c. Upon termination of this Apple Products Supplement under any circumstances, in addition to any obligations under the Agreement, Dealer must immediately remove from usage or display any materials with the Apple Marks. Dealer’s breach of this Apple Products Supplement also constitutes a breach of the Agreement and may result in consequences up to and including termination of the Agreement. d. Dealer’s ability to distribute the Apple Products is based on the existing distribution arrangements between Company and Apple, and in the event that this relationship is impaired or that Apple no longer permits Company to distribute the Apple Products to the dealer channel or to Dealer for any reason, Company may terminate this Apple Products Supplement immediately without advance notice to Dealer. e. Company may terminate Dealer’s right to sell the iPhone or the iPad at any location or via any marketing tactic immediately, without cause. f. If this Apple Products Supplement is terminated for cause by Company, then each and every other Apple Products Supplement executed by Dealer or any Affiliate of Dealer in another Company market automatically terminates at the same time. g. This Apple Products Supplement remains in effect as long as the AT&T Mobility Service Schedule to the Agreement remains in effect, unless otherwise expressly agreed by the parties. When the Agreement, in whole or in part as it applies to the Mobility Service Schedule, or any renewal or subsequent AT&T Dealer Agreement terminates for any reason, without the execution of a renewal or subsequent AT&T Dealer Agreement, then this Apple Products Supplement is immediately terminated. 11. Compensation and Sales Terms. Any Apple Product sale or activation from a location other than an Approved Apple Product Location is unauthorized and earns no compensation. Subject to the terms and conditions of the Agreement, as modified by this Apple Products Supplement, Dealer will earn from Company the compensation set forth in the Compensation Attachment to Schedule 2-C, including Schedule 2.1 to the Agreement for eligible sales of iPhone and iPad. 12. High Ethical Standards. Without limiting any obligations set forth in the Agreement, Dealer must adhere to high standards of honesty, integrity, fair dealing, and ethical conduct in all dealings under this AT&T Apple Products Supplement and relating to the promotion, marketing, advertising and placement of orders for the Apple Products to the public. Any efforts by Dealer to manipulate or defeat the letter or spirit of this Apple Products Supplement to the detriment to Company will result in remedies up to and including termination of the Agreement. 13. No Used Apple Product Sales. Unless otherwise agreed to in writing by Company, Dealer is not permitted to sell any used or refurbished Apple Products under any circumstances. Dealer’s unauthorized sale of any used or refurbished Apple Product constitutes a material breach of this Apple Products Supplement that may lead to remedies up to and including termination of the Agreement and will also result in no compensation being earned for those sales. However, upon Company’s written agreement, Dealer may use refurbished Apple Products for demonstration purposes at the Approved Apple Product Locations and for use on Dealer demo accounts for its employees. Refurbished Apple Products may not be available for sale from Company, and cannot be purchased from any other source. 14. Entire Agreement. This Apple Products Supplement represents the entire agreement of the parties with respect to the subject matter of this Apple Products Supplement. There are no other oral or written understandings or agreements between Company and Dealer relating to the subject matter of this Apple Products Supplement. This Apple Products Supplement supersedes all prior negotiations, communications, agreements, and supplements between the parties with respect to the subject matter of this Apple Products Supplement, including without limitation any previous Apple Products Supplement. Nothing in this Apple Products Supplement is intended or should confer any rights or remedies upon any person or entity not a party to this Apple Products Supplement. 15. Audits. Company may appoint an independent auditor to inspect any Dealer location and review Dealer’s records no more than once per year to confirm that Dealer has satisfied its obligations under this Apple Product Supplement. Dealer must ensure that an employee who is knowledgeable with relevant records and business practices is available to facilitate any audit.