SQUARETRADE WIRELESS DEALER AGREEMENT

This Wireless Dealer Agreement (“agreement”) is between each seller (“you or your”), and SquareTrade, Inc. (“SquareTrade”) regarding your use of the SquareTrade dealer program and offering SquareTrade service contracts covering eligible products sold within your stores. SquareTrade may change the terms and the documents referenced herein from time to time with ten (10) days prior email notice to you or by posting a notice on the care plus member or merchant solutions section of our website. You will be responsible for reviewing and becoming familiar with any modifications and updates. Alternatively you may terminate this agreement if you do not agree with the change by providing us written notice of termination.

Please read this agreement and SquareTrade’s privacy policy carefully. By participating in the SquareTrade dealer program, you: represent that you have read, understood, and agree to be bound by this agreement, the SquareTrade privacy policy and any other SquareTrade policy that applies to your use of our services. You agree to be legally bound and to abide by this agreement and SquareTrade’s policies as if you had signed them. If you do not agree to the terms and conditions of this agreement and SquareTrade’s policies, your application will not be accepted.

  1. Definitions
    As used in this Agreement, the following terms will have the meanings shown:

    “Care Plan” is a service agreement offered and administered by SquareTrade by which Contract Holders get coverage for the repair or replacement or refund of such products per the terms and conditions of the service agreement.

    “Care Plan SKU” is the correct Care Plan for an Authorized Product both in terms of category and price point to be offered. The list may be updated or revised upon mutual agreement.

    “Contract Holder” is a customer who purchases the Care Plan during the term of this Agreement.

    “SquareTrade Sale” is a Care Plan where SquareTrade takes payment for the SquareTrade Price from the Contract Holder.
    • “Referral Revenues” is a percentage of net revenue paid to You for all valid Care Plans sold directly by You. For purposes of this clause net revenue is defined as the SquareTrade Price less the Refunds from any customer cancellations.
    • “SquareTrade Price” is the retail price SquareTrade charges a Contract Holder for a Care Plan.

    “Contract Sale” is a Care Plan where You take payment for the Price from the Contract Holder.

    “Your Cost” is the amount payable by You to SquareTrade which equals the sum of Contract Fees on all of Your Direct Sales.

    “Your Price” is the retail price that a You charge a Contract Holder for a Care Plan.

    “Sales Report” is a report that You provide, in an agreed upon format, to SquareTrade to identify each Contract Sale. This Sales Report may be provided by You directly or via Your Point of Sale system.

    “Welcome Kit” is a document You will receive from SquareTrade setting out the Authorized Product Sku's and pricing for this Agreement.
  2. Offering Care Plans on Authorized Products
    1. You agree to offer Care Plans on products as outlined in Your Welcome Kit. You shall not offer Care Plans on products other than Authorized Products and Care Plan SKUs and will take due care and exercise due diligence to ensure that You offer the appropriate Care Plan SKU.
    2. Contract Fees are defined further in the Welcome Kit and can be changed by SquareTrade with 30 days written notice.
    3. Your shall not make any representation to prospective or current Contract Holders, which is not consistent with the actual terms and conditions of the Care Plan or this Agreement. Your promotional and marketing material will be updated upon receipt of notice from SquareTrade of changes to the Care Plans, but within not more than 15 days.
    4. SquareTrade will provide You with acceptable copy, logos etc. for use in promotional, marketing and/or training materials.
  3. Cancellations Handling
    1. Other than where otherwise required by specific state laws, Contract Holders shall receive a refund in case of cancellation. They will be entitled to a full refund (plus any taxes paid) of their Care Plan within 30 days of purchase and a pro-rata refund after that, less all Claims paid or pending. The refund shall be pro-rated by multiplying the SquareTrade or Contract Price by a fraction in which the numerator is the number of days remaining in the term of the Care Plan as of the date of cancellation and the denominator is the number of days in the full term of the Care Plan from the date coverage commences under the Care Plan through the original expiration date.
    2. For SquareTrade Sales, SquareTrade shall refund the Contract Holder and shall deduct all refunds from cancellations from Referral Revenues..
    3. For Dealer Sales, the Dealer shall receive a refund of Dealer Cost for cancelled warranties. The refund will be calculated in the same way as a customer refund. Dealer may also ask SquareTrade to refund the Contract Holder directly, in which case SquareTrade shall deduct the cost of such refund.
  4. Revenue Share on SquareTrade Sales
    1. SquareTrade will calculate Referral Revenues on all SquareTrade Sales to Contract Holders. Dealer shall receive their share of Referral Revenues by the 15th of each month.
  5. Dealer Costs on Dealer Sales
    1. Dealer will keep a valid payment method (credit card or bank account) on file with SquareTrade. Failure to do so may result in the termination of the Agreement by SquareTrade.
    2. SquareTrade shall bill Dealer's payment method directly for the Dealer Costs of each Dealer Sales within 24 hours of receiving the Sales Report.
    3. It is agreed and understood by Dealer that Care Plans shall not be considered active or eligible for claims until SquareTrade has received the Dealer Cost for same.
  6. Auditing
    1. Dealer and SquareTrade shall maintain all sales records for Dealer and SquareTrade Sales respectively. In the event that either party has unresolved questions, the questioning party may request and shall, within thirty (30) business days of request, receive specific information necessary to assist it in assessing the accuracy of the sales numbers.
    2. No more than once each calendar year and upon not less than fifteen (15) business days prior written request, either party shall have the right to visit the other party's place of business during normal business hours to review such records that specifically relate to Dealer Sales or SquareTrade Sales to assess the accuracy of the information.
  7. Administration of Care Plans
    1. SquareTrade will manage all aspects of the administration of the Care Plans including transfers, cancellations, claims management, reissuing contracts, and any other questions from Contract Holders
    2. SquareTrade shall permit Contract Holders to contact SquareTrade via email, phone or in writing. SquareTrade will maintain a toll-free number to allow Contract Holders to contact SquareTrade.
  8. Confidentiality
    1. During their course of dealings, Dealer and SquareTrade may provide each other with, or allow access to products, services, technologies or other aspects of the business of the other party under an obligation of confidentiality. Each party believes that its Confidential Information has significant commercial value, which would be diminished by unauthorized disclosure.
    2. “Confidential Information” shall be deemed to include all information conveyed by one party to the other party in writing, verbally or by magnetic or other media so long as it is clearly labeled as proprietary or confidential. If the disclosure is in other than written form, the information shall not be deemed Confidential Information after thirty (30) days unless within that period the disclosing party has identified it as such in writing communicated to the Receiving party.
    3. Confidential Information shall not include information which can be clearly demonstrated to be (i) generally known or available to the public, through no act or omission on the part of the receiving party; (ii) known to the Receiving Party prior to disclosure under this Agreement; (iii) provided to the Receiving Party by a third party without any restriction on disclosure; (iv) is independently developed by the Receiving Party without use of or reference to the disclosing party's Confidential Information; or (v) required by law to be disclosed.
    EACH DISCLOSER REPRESENTS AND WARRANTS THAT IT HAS THE RIGHT TO DISCLOSE ITS CONFIDENTIAL INFORMATION. NO OTHER WARRANTIES ARE MADE. ALL CONFIDENTIAL INFORMATION DISCLOSED HEREUNDER IS PROVIDED ‘AS IS’.
  9. Limitation Liability
    NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO ANY THIRD PARTY CLAIM ASSERTED AGAINST A PARTY OR TO ANY BREACH OF THE CONFIDENTIALITY PROVISIONS CONTAINED HEREIN.
  10. License
    SquareTrade grants Dealer a revocable limited non-exclusive right to use its trademarks on its website for the sale of Care Plans. This license will terminate with this Agreement. Dealer grants SquareTrade a revocable limited non-exclusive license to use its trademarks in connection with the sale of Care Plans.
  11. Independent Contractor Relationship
    SquareTrade’s relationship with Dealer is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to create a partnership, agency or joint venture. Dealer is not authorized to make any representation, contract or commitment on behalf of SquareTrade except as specifically provided herein.
  12. Governing Law
    This Agreement shall be controlled by and construed under the laws of the State of California, except for its conflicts of laws principles. Any claim brought pursuant to this Agreement must first be submitted to mediation in attempt to reach resolution. If the Parties cannot reach agreement through mediation, then, the action must be submitted to arbitration as set forth herein prior to bringing an action in a court of competent jurisdiction located in San Francisco, California.
  13. Arbitration
    The Parties agree that the arbitration process shall be the exclusive means for resolving all disputes under this Agreement. Any arbitration hereunder shall be confidential, and conducted under the applicable rules or procedures of the American Arbitration Association (“AAA”).

    Each party shall be responsible for its costs incurred in any arbitration. In his discretion, the arbitrator shall have authority to include all or any portion of said costs in an award, regardless of which party prevails. Except as provided in the Agreement, the costs and fees of the arbitrator and of the AAA shall be borne equally by the parties.
  14. Assignment
    This Agreement shall be binding upon, and inure solely to the benefit of the Parties hereto. No other persons shall acquire or have any rights hereunder. This Agreement may not be assigned by either of the Parties without the prior written consent of the other party, except in case of an acquisition of all or substantially all of the assets of that party.
  15. General
    If any provision of this Agreement is held invalid under the law or regulations of any state where used, such provision shall be deemed not to be part of this Agreement, but shall not invalidate any other provision hereof. No waiver under this Agreement will be valid or binding unless set forth in writing and duly executed by the party against whom enforcement of the waiver is sought. Neither the waiver by any of the Parties of a breach or a default under any of the provisions of this Agreement, nor the failure by any of the Parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege under this Agreement, will be construed as a waiver of any other breach or default of a similar nature, or as a waiver of any of such provisions, rights or privileges under this Agreement.

    Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by email; (ii) by personal delivery when delivered personally; (iii) by overnight courier upon written verification of receipt; (v) by certified or registered mail, return receipt requested, three days after transmission. Notice shall be sent to the addresses and Parties set forth in the Agreement or such other address as either party may specify.
  16. Entire Agreement
    This Agreement contains the entire understanding between the Parties with respect to the subject matter hereof and supersedes all previous written or oral negotiations, commitments and undertakings and may not be modified, except in a writing signed by authorized representatives of each party. This Agreement will inure to the benefit of and be binding upon the Parties, their successors and assigns. Paragraphs 8 and 9 will survive the termination of this Agreement, as well as all obligations created by this Agreement.
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