AUTHORIZED
DEALER AGREEMENT.

AUTHORIZED DEALER AGREEMENT

This Authorized Dealer Agreement (“Agreement”) is entered into as of the last signature date (“Effective Date”) by and between ZEROOXRIDE, INC. (“Company”) and the approved dealer identified in the executed Dealer Application and Territory Schedule (“Dealer”). Company and Dealer may each be a “Party” and together the “Parties.”

1. APPOINTMENT; INDEPENDENT BUSINESS

Subject to this Agreement, Company appoints Dealer, and Dealer accepts appointment, as a non-exclusive authorized reseller of the ZEROOXRIDE products identified in accepted purchase orders (“Products”) through the Approved Channels and within the Territory stated in Schedule A. Dealer is an independent contractor and controls its own business operations, employees, hours, expenses, and resale prices. Dealer has no authority to bind Company. This relationship is not an agency, partnership, joint venture, employment, franchise, or fiduciary relationship.

2. NO FRANCHISE OR PROGRAM FEE

The Parties intend a bona fide wholesale product-dealer relationship. Company does not require a franchise fee, program fee, royalty, or payment for the right to operate a business under Company’s marks. Dealer purchases only reasonable quantities of resale inventory at bona fide wholesale prices and ordinary optional business materials at fair value. Dealer will not represent the relationship as a franchise. If a proposed fee, control, assistance, or state law could change that characterization, the Parties will pause implementation and obtain counsel before proceeding.

3. APPROVED CHANNELS; CHANNEL RESTRICTIONS

Dealer may sell Products only from the physical locations, owned domains, events, and other channels expressly listed in Schedule A. Without Company’s prior written approval, Dealer will not: (a) list or sell on Amazon, Walmart Marketplace, eBay, Temu, Alibaba, social-commerce marketplaces, or any third-party marketplace; (b) sell to another reseller, broker, exporter, auctioneer, liquidator, rental fleet, or dropshipper; (c) fulfill orders for an unapproved seller; (d) export Products or knowingly sell for export; (e) remove or alter serial numbers, tracking labels, safety labels, age grading, warnings, manuals, or packaging; (f) commingle Products with counterfeit, used, recalled, salvaged, or materially modified units; or (g) use paid search terms, domains, or social handles that misleadingly imply ownership of Company’s brand. Dealer must maintain chain-of-custody records for serial-numbered Products.

4. RESALE PRICING; ADVERTISING

Dealer independently determines its actual resale prices. Suggested retail prices are recommendations only. Any Company minimum-advertised-price policy, if adopted, will be a separate unilateral policy administered by Company; this Agreement does not require Dealer to agree on resale prices. Dealer will ensure all advertisements are truthful, substantiated, not misleading, and consistent with current Product specifications, warnings, intended-use statements, and written brand guidelines. Dealer may not make unapproved safety, performance, range, speed, environmental, medical, or earnings claims.

5. TERRITORY; CONDITIONAL PROTECTION

Unless Schedule A expressly grants a Protected Territory, the appointment is non-exclusive. Any Protected Territory is conditional on Dealer’s continuing compliance, customer-service quality, inventory availability, reporting, and performance standards in Schedule A. Company may adjust or withdraw protection on written notice after the applicable cure period. Unless Schedule A states otherwise, Company reserves direct ecommerce, existing accounts, national/key accounts, government and institutional sales, fleet and rental accounts, events, warranty replacements, recalls, and sales outside Dealer’s Approved Channels. Territory protection does not prohibit passive sales where such restriction would violate applicable law.

6. ORDERS; PAYMENT; TAXES; DELIVERY

Purchase orders are offers and bind Company only when accepted in writing or fulfilled. Accepted orders, price lists, credit terms, freight terms, and Product-specific policies are incorporated by reference. Dealer will pay all invoiced amounts when due, applicable taxes not collected by Company, bank fees, and agreed freight. Company may require deposits, credit review, security, or advance payment. Title and risk of loss pass as stated in the accepted order or applicable Incoterm. Dealer must inspect shipments promptly and report visible shortage or transit damage within the carrier and order deadlines.

7. INVENTORY; STORAGE; PRE-DELIVERY

Dealer will maintain inventory in safe, clean, dry, secure conditions; follow battery temperature, state-of-charge, fire-safety, charging, and segregation instructions; rotate inventory; and prevent access by children or untrained persons. Before delivery or demonstration, trained personnel must perform the current pre-delivery inspection, confirm safety devices and speed settings, document serial numbers, provide the manual and warranty, explain intended use and charging, and obtain any required purchaser acknowledgment. Dealer will not deliver a Product that is damaged, incomplete, recalled, or subject to a stop-sale.

8. CUSTOMER SAFETY; LEGAL USE

Dealer will accurately communicate age, rider-size, skill, supervision, protective-gear, location, speed, and weight requirements. Dealer will not market an off-road/private-property Product as street legal. Dealer is responsible for understanding state and local rules applicable to its location and customer communications, including helmet, age, equipment, registration, licensing, environmental, sales, and use restrictions. Dealer will not defeat speed limiters, alter electrical systems, install unapproved batteries or chargers, or make structural modifications.

9. AFTER-SALES SERVICE

Dealer is the first line of support for Products it sells. Dealer will maintain trained staff or an approved service relationship; respond professionally; preserve proof of purchase and serial data; conduct only authorized diagnosis and repairs; use approved parts and procedures; and promptly escalate safety, battery, braking, steering, frame, throttle, or control issues. Company may provide technical information and warranty authorization. Labor, freight, parts reimbursement, and service credits require prior written approval and are governed by the then-current service schedule.

10. LIMITED WARRANTY; CONSUMER RIGHTS

Dealer will provide each purchaser access to the applicable written Product warranty before sale where required and deliver the warranty with the Product. Dealer may not modify Company’s warranty or create obligations on Company’s behalf. Dealer-created warranties are Dealer’s sole responsibility. Product-specific warranty terms control, and nothing in this Agreement limits non-waivable rights under the Magnuson-Moss Warranty Act, state warranty law, or consumer-protection law. Dealer may not state that warranty coverage is void solely because a consumer used independent service or a non-Company part; coverage may be denied for damage actually caused by incompatible, unsafe, or unauthorized parts or service, as permitted by law.

11. INSURANCE

During the Term and for at least two years afterward for claims-made coverage, Dealer will maintain with reputable U.S.-licensed insurers: (a) commercial general liability, including products/completed operations, of at least US$1,000,000 per occurrence and US$2,000,000 aggregate; (b) workers’ compensation as legally required and employers’ liability of at least US$1,000,000; (c) commercial automobile liability of at least US$1,000,000 combined single limit if Dealer transports, delivers, or demonstrates Products; and (d) cyber/privacy liability of at least US$1,000,000 if Dealer materially processes customer or rider personal information. Company and its affiliates will be additional insureds on CGL and auto coverage where commercially available. Certificates and endorsements are due before first shipment and on renewal. Coverage does not limit Dealer’s liability.

12. INCIDENT REPORTING; RECORDS

Dealer must notify Company immediately, and no later than 24 hours after learning, of any death, serious injury, fire, thermal event, hospitalization, major property damage, alleged brake/steering/throttle failure, government inquiry, lawsuit, or media report involving a Product. Other potentially safety-related complaints must be reported within two business days. Dealer will preserve the Product, battery, charger, packaging, labels, photographs, communications, and chain-of-custody evidence. Dealer will maintain sales, purchaser-contact, serial-number, service, incident, and inventory records for at least seven years or longer if law requires. Nothing in this Agreement delays or replaces Dealer’s independent legal duty to report to the U.S. Consumer Product Safety Commission or another authority.

13. RECALLS; STOP-SALE; CORRECTIVE ACTION

Company may issue a stop-sale, safety notice, field action, or recall. Dealer will immediately stop sale and demonstration; quarantine and identify affected inventory; disable affected online listings; provide accurate customer and inventory records; contact purchasers using Company-approved communications; perform only authorized remedies; document completion; and cooperate with Company, CPSC, carriers, insurers, and authorities. Company controls Product-specific public communications except where Dealer has an independent legal duty. Company will reimburse reasonable, pre-approved direct recall costs to the extent the action results from a defect or noncompliance in the Product as supplied by Company. Dealer bears costs caused by its improper assembly, storage, transport, modification, representation, record failure, or legal violation.

14. REGULATORY COMPLIANCE

Each Party will comply with laws applicable to its performance. Dealer’s obligations include the Consumer Product Safety Act, Consumer Product Safety Improvement Act, Federal Hazardous Substances Act, applicable CPSC rules and standards, FTC Act advertising requirements, Magnuson-Moss warranty requirements, federal and state antitrust law, state unfair/deceptive-practices laws, sales and use tax, privacy and data-security laws, environmental and battery-disposal requirements, and U.S. Department of Transportation/carrier rules for lithium batteries. Product classification must be evaluated model by model; neither Party will assume that every electric Product is a “bicycle,” “toy,” or road-legal vehicle.

15. PRODUCT COMPLIANCE INFORMATION

Company will provide available current compliance documents reasonably necessary for authorized sales, which may include Children’s Product Certificates, General Certificates of Conformity, test summaries, tracking-label information, manuals, warnings, and battery transport documentation. Dealer will not alter, misuse, or make broader claims from those documents. Dealer must promptly notify Company if a regulator, marketplace, customer, or insurer challenges Product compliance.

16. INTELLECTUAL PROPERTY

Company grants Dealer a limited, revocable, non-exclusive, non-transferable license during the Term to use approved ZEROOXRIDE marks and content solely to market genuine Products through Approved Channels. All goodwill benefits Company. Dealer will follow brand guidelines, use current assets, include required trademark notices, and stop use upon termination. Dealer will not register or challenge Company marks, copy product designs, reverse engineer except where non-waivable law permits, or use Company intellectual property to promote competing or counterfeit goods.

17. CONFIDENTIALITY; DATA SECURITY

Nonpublic prices, product plans, technical materials, customer or dealer data, safety investigations, credentials, and commercial terms are Confidential Information. The receiving Party will protect it with reasonable care, use it only for this Agreement, and disclose it only to personnel and advisers with a need to know and equivalent duties. Dealer will use reasonable administrative, technical, and physical safeguards; promptly notify Company of a relevant security incident; and comply with applicable state privacy rights and breach-notification laws. Safety reports to regulators and disclosures required by law are not prohibited.

18. INDEMNIFICATION

Dealer will defend, indemnify, and hold harmless Company, its affiliates, and their personnel from third-party claims, losses, recalls, penalties, and reasonable legal fees arising from Dealer’s breach; negligence or willful misconduct; unauthorized claims, warranties, channels, or modifications; improper assembly, service, storage, delivery, demonstration, or battery handling; legal violations; or data-security failures. Company will defend and indemnify Dealer from third-party claims to the extent arising from a proven manufacturing defect in a Product as supplied by Company or a claim that Company-provided branded materials infringe a U.S. intellectual-property right, excluding modifications, combinations, or Dealer misuse. The indemnified Party must give prompt notice, reasonable cooperation, and control of defense to the indemnifying Party, subject to consent for settlements imposing fault, payment, or obligations on the indemnified Party.

19. LIMITATION OF LIABILITY

To the maximum extent permitted by law, neither Party is liable to the other for lost profits, loss of goodwill, business interruption, or indirect, incidental, special, exemplary, or consequential damages arising from this Agreement. Except for unpaid amounts, indemnification obligations, confidentiality/data-security breaches, intellectual-property misuse, fraud, gross negligence, willful misconduct, bodily injury, property damage, recall obligations, or liability that law does not permit to be limited, each Party’s aggregate direct liability will not exceed the amounts Dealer paid Company for Products during the 12 months before the event giving rise to the claim. These allocations are material to the Parties’ bargain.

20. TERM; SUSPENSION; TERMINATION

The initial Term is one year and renews for successive one-year periods unless either Party gives at least 30 days’ nonrenewal notice. Either Party may terminate without cause on 30 days’ written notice. Company may immediately suspend shipments, authorization, or affected sales for safety risk, suspected diversion/counterfeit activity, unauthorized marketplace sales, insurance lapse, insolvency, government action, nonpayment, misuse of marks, data breach, or conduct reasonably likely to harm riders or the brand. For a curable material breach, the breaching Party has 10 days to cure payment, insurance, channel, safety, or recordkeeping breaches and 30 days for other breaches after written notice; no cure period is required where cure is impossible or immediate termination is allowed above.

21. EFFECT OF TERMINATION

On termination or expiration, Dealer will immediately cease representing itself as authorized, stop ordering, remove Company marks and online listings within 10 days, return or destroy Confidential Information, and cooperate on open safety and warranty matters. Unless Company directs otherwise for safety, recall, nonpayment, or brand-integrity reasons, Dealer may sell remaining genuine, non-recalled inventory through Approved Channels for up to 30 days while complying with this Agreement. Company has no buyback obligation unless agreed in writing or required by law. Accrued payment, records, confidentiality, intellectual property, recall, indemnity, limitation, dispute, and other provisions intended by nature to survive will survive.

22. GOVERNING LAW; DISPUTES

This Agreement is governed by the laws of the U.S. state in which Company’s principal U.S. office is located on the Effective Date, without regard to conflict-of-law rules and excluding the U.N. Convention on Contracts for the International Sale of Goods. Before filing suit, senior business representatives will meet in good faith within 15 days after written dispute notice. Subject to non-waivable law and either Party’s right to seek temporary injunctive relief, exclusive venue lies in the state or federal courts serving the county of Company’s principal U.S. office. EACH PARTY KNOWINGLY WAIVES TRIAL BY JURY TO THE EXTENT ENFORCEABLE. State dealer, franchise, competition, or consumer statutes that cannot lawfully be waived remain controlling.

23. GENERAL TERMS

Notices must be sent to the addresses and emails in the executed signature block and are effective on confirmed delivery. Dealer may not assign this Agreement, change control, or delegate material obligations without Company’s written consent; Company may assign to an affiliate or successor. Neither Party is liable for delay caused by events beyond reasonable control, except payment, safety reporting, recall cooperation, confidentiality, and data-security duties. This Agreement, accepted orders, schedules, and incorporated policies are the entire agreement and supersede prior discussions. Amendments must be signed by authorized representatives, except Company may update operational, safety, brand, warranty-administration, and channel policies on reasonable notice where the update does not retroactively change accepted order economics. Waiver must be written. Invalid provisions will be narrowed or severed. Counterparts and electronic signatures are effective.

SCHEDULE A — DEALER, TERRITORY & CHANNELS

• Dealer legal name, entity type, formation state, tax/resale IDs, and notice address.
• Approved physical locations, owned domains, events, and any specifically approved marketplace accounts.
• Territory by state, county, city, ZIP code, or radius; whether non-exclusive or conditionally protected.
• Reserved accounts/channels and lead-routing rules.
• Product categories and models authorized.
• Opening inventory, ongoing availability, annual targets, reporting cadence, and review dates.
• Authorized service locations, trained personnel, and demonstration permissions.

SCHEDULE B — INSURANCE & COMPLIANCE FILE

• Certificates and additional-insured endorsements.
• Business license, resale certificate, references, and W-9.
• Staff training acknowledgments, PDI records, and current safety materials.

SCHEDULE C — AFTER-SALES & RECALL SERVICE LEVELS

• Customer acknowledgment target, escalation contacts, claim documentation, labor authorization, parts routing, incident timing, record format, recall completion reporting, and reimbursement schedule.

SIGNATURES

Execution occurs only through a completed signature copy issued or accepted by ZEROOXRIDE, INC. Website access, application submission, discussions, or purchase inquiries do not create dealer authorization or territory rights.