Dealer Program Terms

Acceptance of Terms

These Terms govern your purchase and resale of the Axiom ECU and other products and accessories offered by Acclivity Innovations (collectively, the "Products"). They apply together with any dealer application, approved pricing sheet, allocation notice, and the Acclivity Innovations Dealer Code of Conduct, each of which is incorporated by reference. If you do not agree, do not participate in the Dealer Program.

We may update these Terms from time to time. We will provide notice of material changes by email or through the dealer portal, and your continued participation after the stated effective date constitutes acceptance of the updated Terms.

Definitions

• "Dealer Portal" means any online account, ordering system, or resource library we make available to approved Dealers.
• "End User" means the retail customer who purchases a Product for use and not for resale.
• "MAP" means the Minimum Advertised Price published by Acclivity Innovations for a Product.
• "MSRP" means the Manufacturer's Suggested Retail Price published by Acclivity Innovations.
• "Authorized Channels" means the sales channels you have been approved to use, as described in Section 11.

Eligibility and Application

The Dealer Program is open to bona fide businesses engaged in the powersports, performance, or related trade. To apply, you must submit a complete dealer application and provide the documentation we reasonably request, which may include a business license, resale or tax-exemption certificate, and a physical or commercial place of business.

Approval is at our sole discretion. We may approve, decline, or condition any application, and we may verify the information you provide. You represent that all information you submit is accurate and that you are authorized to bind your business to these Terms.

Dealer Tiers

Acclivity Innovations sells only through its authorized builder network and does not sell to the public, so all Acclivity Innovations pricing is dealer pricing. MSRP is the suggested resale price for your customers. Wholesale is the entry dealer price; the builder tiers above it earn an added discount off that wholesale price based on annual purchase volume.

Tiers are reviewed annually. Your tier for each program year is set by the number of units you purchased in the prior calendar year, and applies for the following year. For example, 50 units in one year places you at Certified Builder the next year; if your volume then falls to 30 units, you move to Authorized Builder for the year after. New builders begin at Wholesale until their first annual review.

Wholesale (entry)

• Prior-year volume: fewer than 25 units (and all new builders).
• Pricing: 50% off MSRP — the entry dealer price for every authorized builder.
• Access to the Dealer Portal, marketing assets, and standard technical support.

Authorized Builder

• Prior-year volume: 25–49 units.
• Pricing: 25% off the wholesale price.

Certified Builder

• Prior-year volume: 50–299 units.
• Pricing: 35% off the wholesale price.

Elite Tuning Partner

• Prior-year volume: 300 or more units.
• Pricing: 50% off the wholesale price, plus priority allocation on limited or first-run releases, co-marketing opportunities, and dedicated dealer support.

Appointment; Non-Exclusivity; Territory

Subject to these Terms, Acclivity Innovations appoints you as a non-exclusive, authorized reseller of the Products. This appointment is non-exclusive and grants no protected, reserved, or exclusive territory. We may appoint other dealers and authorized builders in any location at any time. Acclivity Innovations sells only through its authorized builder network and does not sell directly to the public. You may not appoint sub-dealers or distributors without our prior written consent.

Pricing and Price Changes

Dealer pricing is determined by your tier and your approved pricing sheet. Unless we agree otherwise in writing, all prices are in U.S. dollars and exclusive of taxes, duties, and freight. Prices, discounts, and MSRP are subject to change at any time on notice; the price in effect when we accept your order applies to that order.

You are solely responsible for the prices at which you resell Products to End Users, except that you must comply with the MAP Policy in Section 7.

Minimum Advertised Price (MAP) Policy

Acclivity Innovations maintains a MAP Policy to protect the value and reputation of the brand. Unless Acclivity Innovations publishes a lower MAP, the MAP for each Product is its current MSRP. The MAP Policy applies to all advertised prices, including websites, online marketplaces, social media, email, print, and any other public-facing medium.

• You may not advertise, promote, or display a price below MAP. This includes "strike-through" pricing, automatically displayed discounts, coupon codes that reduce the displayed price below MAP, and bundled offers that effectively price a Product below MAP.
• You may sell at any price you choose at the point of sale (for example, in cart, by phone, or in person); MAP governs advertising, not the final transaction price.
• The MAP Policy is adopted and enforced unilaterally by Acclivity Innovations. It is not an agreement on resale price. Acclivity Innovations may, in its sole discretion, suspend pricing, withhold benefits, or terminate a Dealer that does not adhere to MAP.

Orders, Minimums, and Payment

Orders may be placed through the Dealer Portal or as otherwise directed. Each order is an offer to purchase and is not binding until accepted by Acclivity Innovations. We may accept, decline, or limit any order, including for credit, allocation, or compliance reasons.

• Tier pricing. New accounts begin at Wholesale pricing. Your tier is then set each program year from your prior calendar-year volume, as described in Section 4. No minimum order is required to keep an account active.
• Payment terms. New accounts are prepaid by credit card, ACH, or wire transfer. Net 30terms may be extended after a completed credit application, approval, and satisfactory order history.
• Late amounts. Past-due balances accrue interest at 1.5% per month (or the maximum permitted by law, if lower). We may suspend shipments or revoke credit terms while any balance is past due.
• Taxes. You are responsible for all sales, use, and similar taxes, unless you provide a valid exemption certificate.

Shipping, Title, and Risk of Loss

Unless agreed otherwise in writing, Products ship FOB origin (shipping point). Title and risk of loss pass to you when the Products are delivered to the carrier. We may select the carrier and method absent your written instructions. Delivery dates are estimates and are not guaranteed.

You must inspect each shipment on receipt and report shortages, mis-shipments, or visible damage within ten (10) business days. Claims for loss or damage in transit are between you and the carrier once title has passed.

Product Changes and Availability

Acclivity Innovations may modify, improve, discontinue, or limit any Product, firmware, or feature at any time without liability to you. Product availability — including for limited or first-run releases — may be allocated at our discretion. We are not liable for any failure or delay caused by supply, manufacturing, or allocation constraints.

Authorized Channels and Online Sales

You may resell Products only through the Authorized Channels approved in your application — typically your physical location and your own branded website. The following require Acclivity Innovations's prior written consent:

• Listing or selling Products on third-party online marketplaces (for example, Amazon, eBay, Walmart Marketplace, or similar).
• Selling to other resellers, exporters, or for transshipment outside the United States.
• Using the Acclivity Innovations or Axiom ECU names in paid search keywords, ad headlines, or domain names.

Selling outside your Authorized Channels, or diverting Products to unauthorized resellers, is a material breach of these Terms.

Intended Use; Off-Road and Competition Use; Regulatory Compliance

The Products are engine-control components engineered for closed-course competition and off-road recreational use on vehicles not registered, used, or intended for use on public roads or highways. The Products are not designed, tested, certified, or sold for use on pollution-controlled vehicles operated on public roads.

• You must not advertise, market, represent, or sell any Product as legal, compliant, or suitable for on-highway or street use, or as compliant with any emissions standard, unless Acclivity Innovations expressly states so in writing for that specific Product and application.
• You must accurately convey the off-road / competition-only nature of the Products to End Users and must not remove, alter, or obscure any compliance, safety, or use notice provided by Acclivity Innovations.
• You are responsible for complying with all federal, state, and local laws applicable to the sale and installation of the Products in your jurisdiction, including the Clean Air Act and any state equivalents.

Trademark and Brand Use License

During your active participation, Acclivity Innovations grants you a limited, non-exclusive, non-transferable, revocable license to use the Acclivity Innovations and Axiom ECU names, logos, and approved marketing assets solely to advertise and resell the Products. All goodwill arising from your use inures to Acclivity Innovations.

• Use the marks only in the form and manner we approve, and follow any brand guidelines we provide.
• Do not register or attempt to register any Acclivity Innovations or Axiom ECU mark, confusingly similar mark, domain, social handle, or keyword.
• Do not modify the marks or use them in a way that implies partnership, endorsement, or agency beyond an authorized reseller relationship.
• On termination, promptly stop all use of the marks and remove them from your properties.

Marketing and Product Listings

Your advertising and listings must be accurate, must reflect current Product specifications and supported applications, and must comply with the MAP Policy and applicable advertising law. You may use Acclivity Innovations-provided images and copy as published. Do not make compatibility, fitment, warranty, or compliance claims beyond what Acclivity Innovations publishes, and do not state or imply results Acclivity Innovations has not published.

Warranty, Returns, and RMA

Limited warranty

Acclivity Innovations provides a 12-month limited warranty on Axiom ECU hardware to the original End User against defects in materials and workmanship, on the terms of the warranty document accompanying the Product. The warranty does not cover misuse, improper installation, unauthorized modification, accident, or normal wear. This is the only warranty Acclivity Innovations provides; see Section 18.

RMA process

• All returns require an RMA number obtained from Acclivity Innovations before shipment; unauthorized returns may be refused.
• Report dead-on-arrival (DOA) units within ten (10) business days of receipt for replacement or credit.
• Non-defective returns, if accepted, must be unused, in original packaging, requested within 30 days of invoice, and are subject to a 15% restocking fee. Special-order, clearance, and firmware-licensed items are non-returnable.
• Warranty claims for End Users are handled per the warranty document; you will reasonably assist End Users in initiating claims.

Confidentiality and Intellectual Property

"Confidential Information" means non-public information disclosed by Acclivity Innovations, including pricing, allocation, roadmap, firmware, calibration data, source code, and dealer materials. You will use Confidential Information only to perform under these Terms, protect it with reasonable care, and not disclose it except to employees who need it and are bound by confidentiality.

All intellectual property in the Products, firmware, software, calibrations, documentation, and marks is and remains the property of Acclivity Innovations or its licensors. These Terms grant no rights except the limited licenses expressly stated. You will not reverse engineer, decompile, copy, modify, or create derivative works of any firmware, software, or calibration, except to the extent that restriction is prohibited by law.

Technical Support and Training

Acclivity Innovations provides technical support and training resources through the Dealer Portal and other channels to help you install, configure, and support the Products. Support is provided on a commercially reasonable-efforts basis. You are responsible for the competence of your installers and for the work you perform for End Users.

Disclaimers and Limitation of Liability

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 15, THE PRODUCTS AND THE DEALER PROGRAM ARE PROVIDED "AS IS," AND ACCLIVITY INNOVATIONS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ACCLIVITY INNOVATIONS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS. ACCLIVITY INNOVATIONS'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNTS YOU PAID TO ACCLIVITY INNOVATIONS FOR THE PRODUCTS GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT.

Indemnification

Term and Termination

These Terms begin when Acclivity Innovations approves your account and continue for an initial one (1) year term, renewing automatically for successive one-year terms unless terminated. Either party may terminate for convenience on thirty (30) days' written notice. Acclivity Innovations may suspend or terminate immediately for cause, including breach of the MAP Policy, the use or compliance provisions in Section 12, the Code of Conduct, non-payment, or unauthorized channel activity.

On termination: all licenses end and you must stop using the marks; outstanding balances become due; and you may, with our consent, sell through remaining inventory in compliance with these Terms, or return resalable inventory subject to Section 15. Sections that by their nature should survive (including 12, 16, 18, 19, and 21) survive termination.

General

• Independent contractors. The parties are independent contractors. Nothing creates an agency, partnership, joint venture, franchise, or employment relationship, and neither party may bind the other.
• Compliance and export. Each party will comply with applicable laws. You will not export or re-export Products in violation of U.S. export controls or sanctions.
• Assignment. You may not assign these Terms without Acclivity Innovations's prior written consent; Acclivity Innovations may assign freely. These Terms bind permitted successors and assigns.
• Notices. Notices to Acclivity Innovations go to legal@acclivityinnovations.com; notices to you go to the contact on file. Email notice is effective when sent.
• Governing law; venue. These Terms are governed by the laws of the State of [State], without regard to conflict-of-laws rules, and the parties consent to the exclusive jurisdiction of the state and federal courts located there.
• Force majeure. Neither party is liable for delay or failure due to causes beyond its reasonable control.
• Severability; waiver. If a provision is unenforceable, the rest remains in effect. A waiver is effective only in writing and only for the instance given.
• Entire agreement. These Terms, the dealer application, the approved pricing sheet, the MAP Policy, and the Code of Conduct are the entire agreement on this subject and supersede prior understandings.

Acceptance

By accepting, the Dealer acknowledges that it has read, understood, and agrees to be bound by these Dealer Program Terms, the MAP Policy, and the Acclivity Innovations Dealer Code of Conduct.