Exclusive Sub Dealer Program Low Res

Exclusive Sub Dealer Program OpportunitiesExclusive Sub Dealer Program Opportunities

Confidential and Proprietary Information of QDI, LLC

QDI &A brief historyA brief history…

QDI began its endeavor into wireless

i 1998 d id i lf b i in 1998 and prides itself on being

the future of wireless distribution!

QDI is one of the nation’s largest Master QDI is one of the nation s largest Master

Agents of wireless products and services

in 49 markets with tens of thousands of activations a month.

QDI is committed to increasing our Sub Dealer’s success with opportunities like T-Mobile’s Exclusive Sub Dealer Program. In 2009 QDI and T-Mobile introduced the Exclusive Sub Dealer Program

with retail locations operating as Phone Zone.


Industry OverviewIndustry Overview

We know WHAT our Educated Customers want! Rate Plan Knowledge and the Right Handset A Consistently Superior Shopping Experience

A V l P A Value Proposition Highest Standards and Integrity A Consistent Experience for AllA Consistent Experience for All

We know WHERE our Customers shop for it!

EXCLUSIVE RETAIL LOCATIONS


Program Details & BenefitsProgram Details & BenefitsWhy become part of a First Class Exclusive Retailer Program?

Aggressive Top Tier Compensation Package Ability to earn Residual Aggressive Upgrade Program Advertising Fund Accruals

Exclusive access to T-Mobile programs Ability to sell handsets in limited distribution Appearance in T-Mobile’s Store Locator program University & Corporate discount program

Excellent start-up and continued support for Great Retailersk b k d d d b ’ d ff In-market & back end support provided by QDI’s Territory Managers and Corporate Office

Consistent look and feel to optimize the customer experience (Merchandising & Design assistance) Exceptional team of Marketing and Advertising individuals to ensure success World Class training with developmental & operational supportWorld Class training with developmental & operational support


QDI’s Excellent Support StructureQDI s Excellent Support Structure

All Exclusive locations are serviced by local QDI support

– our Territory Managers!

Excellent on-boarding process with continued follow-up support for all Excellent on boarding process with continued follow up support for all new Exclusive Locations with assistance from QDI.

Weekly one-on-one reviews of operating standards* with QDI field representation. *See Appendix A for Operating Standards and Checklist.

Monthly reviews of all Performance Metrics by a QDI Territory Manager & QDI District Manager& QDI District Manager.


QDI’s Excellent Support Structure

A Credit Department responsible for establishing your account and assigning credit lines for cash flow management and assistanceassistance.

An in-house advertising agency – Ad Focus – to assist in all Marketing needs.

Our very own on-site print shop – Print Focus – your printing information resource center!

A k l d bl C S l D A knowledgeable Customer Sales Department to answer any product questions. Online Order System to assist in purchasing all of your inventory needs.

A Purchasing Department always on the cutting edge of

product launches.


World Class Training

Access to online training material for new T-Mobile product & services.g p EARN Training:

Engage customers and create a comfortable shopping experience.Ask questions to better understand customers and their needs.qRecommend T-Mobile solutions that are right fit and provide benefits.Now close with a complete solution that makes it easy for Customers to say YES!

On-going associate coaching from QDIOn going associate coaching from QDI Store visits that include: Coaching to help drive profitability. In-depth understanding of performance metrics In depth understanding of performance metrics. Assistance on how to manage inventory flow and ordering systems.

Please see Appendix A for further details on Training & Right Fit Guide.


Merchandising/Design Layout Consistent look & feel for all Phone Zone locations to optimize the

Customer experience. Creates a brand presence with consistent price cards and promotions.p p p .

Increases brand awareness with industry leaders such as

T-Mobile & Handset Manufacturers.

Quality fixtures fabricated from professional vendors with a complete Quality fixtures fabricated from professional vendors with a complete understanding of the T-Mobile “look & feel”.

Standard Operating Procedures which includes “best practices” from h f l l l lother successful exclusive retail locations.

Provides a uniform Customer experience.

Logo Specifications:g

50% T-Mobile50% The Phone Zone


Please see Appendix B for further details on Operating procedures.

•Paint W ll B j i M Cl d Whit OC 130 E h ll

Store Construction Process Must Start with a “Vanilla Box”

-Walls - Benjamin Moore, Cloud White OC-130, Eggshell-Doors & Trim - Benjamin Moore, Cloud White OC-130,

Semi-gloss-One Wall is allowed to match the color of the primary sign

l f th d l ( bl ) thi ll ill b th color for the dealer (process blue); this wall will be the backer location for the installation of the interior signage

• Ceiling-2’x2’ Ceiling Tile, Armstrong, Designer Series, ARM 838B, 24”x24” Tegular Edge, 15/16” Tee Grid

•Lighting-2’x2’ recessed fluorescent, 3” deep, 9 cell parabolic louver, air supply/return, product #DPA2G9LS26UUNVS by pp y , p yLightolier-Ceiling Mount Track -Trac-Lites by Juno, Trac sections,

joiners and feeds catalog – “R” series (R2, R4, R6 and R8)-White Light Heads – Amerlux Lighting Solutions Cylindrix

•Flooring-Carpet – Milliken Carpet (Brand),

Attitudes (line of carpet), Window Pane (structure), Summer Day #185 (color)g g g y

track system – 20W lamping –White Juno compatible. CAT# CYLT-20-MM-E-WT-TJI-Emergency Light – Best Lighting Products, Model R-1 (white)

Lamp wattage 2x5.4w, battery voltage 6V

Wood flooring to match fixtures

•Cove Molding-Rubber Base - Armstrong, Graphite Grey

#61, 4” Cove


p g , y g-Exit Sign – Best Lighting Products (CAT# BESTELXTEU1RCAEM)

,

Illustration of Store Design & Fixtures

Fixtures fabricated by Phoenix Formations

Illustration of Signage50% T-Mobile - 50% The Phone Zone authorized dealer


h b f Cl l l Why become part of a First Class Exclusive Retailer Program?The consistent look & feel of all Phone Zone locations to optimize the Customer experience.

For all of your Marketing needs!

AdF ill li i tAdFocus will eliminate your:

C i l ibilitiCarrier approval responsibilities With our long standing relationship with T-Mobile’s Marketing

Department we are always aware of T-Mobile’s newest promotions and p y f pmarketing plans.

Pressure to design ads & Publication deadline worriesUpfront out of pocket advertising costs


Please see Appendix C for further Marketing information.


Our Advertising Coordinators will take care of: Obtaining T-Mobile approval Media planning, buying, creative ad design & production Vendor payment Assisting in the set up of Events in and/or out of your location

All h b fi f QDI’ Ad F & P i F D b bill d di l All these great benefits from QDI’s Ad Focus & Print Focus Departments can be billed directly to your QDI Equipment Account allowing you to use your line of credit!



AdFocus will assist Phone Zone openings with our

St t U Kit ill k ti t ti i l d d!Start Up Kits - guerilla marketing tactics included!


Application ProcessDo you have what it takes to become a First Class Exclusive Retailer?Do you have what it takes to become a First Class Exclusive Retailer?

Apply to become a QDI Dealer1 C l t QDI P i D l A t d C dit A li ti1. Complete a QDI Premier Dealer Agreement and Credit Application.2. Provide business financials and a retail experience outline.3. Supply QDI with a clear understanding of the business opportunities

and target market.

What do you need to qualify?1 Minimum of $50 000 per store location1. Minimum of $50,000 per store location.2. Willingness to select high quality retail properties.

1. Existing locations must provide a status update of current locations.

3. Three (3) months of operational capital – General operating costs.1. Inventory, Marketing efforts, Lease payments & Payroll

4. A successful T-Mobile interview!


Appendix AAppendix AWorld Class Training


Welcome to

As you begin your learning with T‐Mobile you may ask yourself a few questions. For all support issues

our vendor, Plateau should be contacted first. If Plateau is unable to resolve the issue they will escalate

the problem to our internal support team for resolution.

Who do I contact if I have issues? We have two ways to assist you with any issues

o Toll Free ‐ 1-888-797-7066 o E-mail - [email protected]

What kind of things can they help me with?

o Password resets

o Account unlocks

o Forgot user ID

o Registration issues

o Printing and/or e‐mailing certifications of completion

o Error messages

o "How do I?" questions

o Course will not launch

What if I forgot my user name and password?

o The main log in page comes with links on the right hand side that you can select to assist

you if you forgot your user ID or password.

What if I forgot my password? If you forgot your password, click here to have it emailed to you. You will need your User ID and access to your email account to retrieve your Password.

What if I forgot my ID? o

If you forgot your ID, click here to retrieve it. You will need your email id to retrieve your ID .

What steps happen if Plateau is unable to assist me?

o If after the first call or e‐mail they cannot assist you they will notify the second level of

support to assist (Learning@T‐Mobile) and they will respond to you in 24‐48 hours.

When should I contact my T‐Mobile Account Representative?You should contact them when

someone in your organization leaves the company to have them removed from our system.

Right-Fit Guide

Customer Name: Contact Number:

Who do you talk to the most?

How do you want to connect?

Voice Text messaging Picture messaging Video messaging Instant messaging E-mail Internet

How much do you need? Talk Text Web

Mobile to Mobile Included in Even More and Eve More Plus Plans!

Where do you use your phone?

FOR T-MOBILE AND CUSTOMER REFERENCE ONLY

What do you like about your current phone, plan, features, and accessories?

Who is your current provider? Contract/No Contract

Currently monthly costs?

Is paying less today for your phone more important than savings over time on your monthly rate?

Home phone service? High-speed internet?

Sales Associate’s recommended complete solution:*

*Phone models, rate plan, features, and accessories may not be available in all locations and are subject to change.

FOR T-MOBILE AND CUSTOMER REFERENCE ONLY

Phone Rate Plan Features Accessories

Welcome to QDI!

QDI/T‐Mobile Website Reference List

QDI (Orders, Account Statement, Returns, etc) – www.qdiwireless.com

WATSON – https://watson.t‐mobile.com

ICAM – https://icam.t‐mobile.com

T‐MOBILE REBATES – www.tmobilerebates.com

AD TOOLS – www.rpsadtools.com

T‐MOBILE TRAINING – www.tmobiletraining.com

ELMS – www.learning.t‐mobile.com

Appendix BAppendix BOperating Standards


Exclusive Sub Dealer Operating Standards

1. GENERAL.

1.1 Purpose. The following Exclusive Sub-Dealer Operating Standards are a critical component of T-Mobile’s Exclusive Sub-Dealer Program (“Exclusive Sub-Dealer Program”). The purpose of these standards is to ensure that independent dealer locations participating in the Exclusive Sub-Dealer Program meet and maintain the threshold customer service, performance, staffing and appearance standards required by T-Mobile as a condition to participating in the Exclusive Sub-Dealer Program. These standards are incorporated into the Exclusive Sub-Dealer Agreement (“Sub-Dealer Agreement”). Failure to adhere to any of the standards outlined below may disqualify a location from participating in the Exclusive Sub-Dealer Program or subject the dealer to other remedies for breach of the Sub-Dealer Agreement, up to and including termination of Sub-Dealer status altogether.

1.2 Modification. These Exclusive Sub-Dealer Operating Standards, including the appendices hereto are subject to change on 30-days written notice to Wholesaler (“Dealer”).

2. PERSONNEL.

2.1 Staffing.

2.1.1 Each Exclusive Sub-Dealer location must be staffed in accordance with a traditional retail model for national brands. The sales floor must never be left unattended for any period of time during normal business hours.

2.1.2 Sub-Dealer sales representatives must understand and be able to accurately inform customers about all T-Mobile services and products offered, communicate the Stick Together values that support the T-Mobile brand, and be polished, well groomed, polite and well-spoken.

2.2 Training.

2.2.1 If applicable, all Sub-Dealer sales representatives are expected to successfully complete all training modules required by T-Mobile, (which will be tracked through the Learning Management System (LMS) tool modules), within the timeframe prescribed by the Learning and Development group.

2.2.2 Under no circumstances will any Sub-Dealer sales representative or employee be authorized to sell T-Mobile services and products unless they have met all new and ongoing training and certification requirements described above.

2.2.3 For new Exclusive Sub-Dealer locations, Dealer Codes will not be created until all sales representatives have successfully completed all required training, and been certified by the local T-Mobile staff.

2.3 Dress Code.

2.3.1 All Sub-Dealer sales representatives and employees will be required to adhere to business-casual attire (no shorts, jeans, or t-shirts) consistent with the Retail employee Dress Code Standards set forth in Appendix A.

2.3.2 Sub-Dealer branded nametags shall be worn at all times.

2.3.3 Sub-Dealer sales employees and representatives may only use T-Mobile branded and approved Handsets during their work hours.

2.4 Failure to comply.

2.4.1 Sub-Dealers who fail to comply with T-Mobile’s Personnel requirements described in this Article 2 will be subject to the following action:

First infraction – Written warning with up to 30 days to cure.

Second infraction – 1) Withdrawal of approval of the location at issue, and/or all other Sub-Dealer locations to participate in the Exclusive Sub-Dealer program benefits; or termination of the Sub-Dealer Agreement for breach.

3. STORE ENVIRONMENT.

3.1 Merchandizing.

3.1.1 All Exclusive Sub-Dealer locations must substantially adhere to the merchandizing standards set forth herein and as may be separately provided by T-Mobile from time to time.

3.1.2 Sub-Dealers may not install any additional signage, displays or fixtures inside or outside of an Exclusive Sub-Dealer location (unless otherwise approved in writing by T-Mobile as part of the design), or supplement or otherwise modify any aspect of the fixture design or merchandising guidelines provided by T-Mobile. By way of example only, Sub-Dealers may not use or display the following on the sales floor:

Unapproved interior light boxes.

Light fixtures intended to draw attention, e.g., flashing lights.

Handwritten signs or posters.

Handwritten price cards.

Non-approved collateral of any kind.

Bulletin boards on the sales floor.

Water-coolers, televisions, coffee machines, vending machines, refrigerators, and fund-raising fixtures or displays on the sales floor.

3.2 Exterior Signs.

3.2.1 Sub-Dealers must adhere to T-Mobile’s approved exterior sign specifications, which T-Mobile may issue and modify from time to time in its sole discretion (See Appendix C).

3.3 Facility.

3.3.1 The sales floor must never be left unattended during business hours.

3.3.2 Collateral displays must be fully functional.

3.3.3 Current model live phones may be available for demonstration purposes. Where live phone displays are provided, phones and fixtures must be kept in good working order.

3.3.4 Friends and relatives should not be allowed to loiter in the store or kiosk.

3.3.5 All showroom light fixtures should be on during store hours.

3.3.6 Temperature on the sales floor should be set at a comfortable level.

3.3.7 Store fixtures and surfaces should be uncluttered and clean (No food or beverages should be allowed on the sales floor).

3.3.8 Carpets must be maintained (cleaned / vacuumed) at all times. Spots or stains should be promptly removed from the showroom carpeting.

3.3.9 Walls should be clean.

3.3.10 Broken or damaged fixtures must be promptly removed from view, and repaired or replaced.

3.3.11 With the exception of service animals, no pets or animals should be allowed on the premises or the sales floor.

3.3.12 No televisions on the sales floor.

3.3.13 Music should be audible but not loud, and aesthetically pleasing to customers.

3.4 Failure to Comply.

3.4.1 Exclusive Sub-Dealers who fail to comply with T-Mobile’s Store Environment policies described in this Article 3 will be subject to the following action:

First infraction – Written warning with 30 days or less to cure.

Second infraction – Withdrawal of approval of the location at issue, and/or all other Sub-Dealer locations to participate in the Exclusive Sub-Dealer Program and program benefits; or termination of the Sub-Dealer Agreement for breach.

4. OPERATION.

4.1 Customer Retention and Loyalty.

4.1.1 All Exclusive Sub-Dealers are expected to meet or beat the churn goals, as may be established by T-Mobile from time to time.

4.1.2 All Sub-Dealer sales representatives must be trained, certified, and must utilize the retention programs prescribed by T-Mobile from time to time.

4.2 Service Excellence.

4.2.1 If applicable, minimum acceptable scores for “Secret Shops” at Exclusive Sub-Dealer locations shall be established and communicated to Sub-Dealer from time to time.

4.2.2 Service Excellence Minimum Expectations are as follows:

Phone greeter must identify himself or herself as a representative of the Sub-Dealer, by name or trade name, as an authorized Sub-Agent of T-Mobile.

Customers must be greeted within 60 seconds of entering the store.

Sales representatives must introduce themselves (and be wearing a nametag) and ask for the customer’s name.

Sales representatives must qualify the customer by asking key questions regarding the customer’s intended use for the service, e.g. why is the customer purchasing a phone? How many minutes does the customer use per month? Does the customer travel?

Sales presentations must include, at a minimum, the following:

o 2 Personal Coverage Checks.

o Description of phone features, phone accessories, data/internet features and products, rate plan details, Pay as You Go options, Activation Fees.

o Competitive comparison.

o Return Policy.

Closing must include rate plan and phone recommendations.

The Exclusive Sub-Dealer location must comply with the Store Environment and Staffing requirements described above.


4.3.1 Performance and Churn Metrics:

Compliance with performance and churn metrics, as may be established by T-Mobile from time to time, shall be required in order to maintain a Sub-Dealer location’s eligibility for participation in the Exclusive Sub-Dealer Program. Specifically, in order to remain eligible for the Exclusive Sub-Dealer Program, the Exclusive Sub-Dealer location approved for participation in the Exclusive Sub-Dealer Program must attain or exceed a minimum of Fifty (50) New Gross Subscriber Activations monthly, and the churn result for New Gross Subscribers (excluding Smart Access or non-prime credit class FlexPay Activations) shall not exceed the churn goal established by T-Mobile on a quarterly basis in the Area. Company reserves the right, in its sole discretion, to modify the minimum Activation and/or churn requirements for continued eligibility for the Exclusive Sub-Dealer Program at any time upon notice to Dealer.

5. VALUE ADDED SERVICES.

5.1 Handset and Accessory Availability.

5.1.1 All Exclusive Sub-Dealer locations must, at all times, inventory a reasonable quantity of T-Mobile SKUs (handsets), and a reasonable quantity of T-Mobile branded accessories.

5.2 Personal Coverage Check.

5.2.1 Sub-Dealer sales representatives must perform at least 2 Personal Coverage Checks for a customer at the point of sale.


5.3.1 Sub-Dealers who fail to comply with T-Mobile’s Value Added Services requirements described in this Article 5 will be subject to the following action:

First infraction – Written warning with 30 days or less to cure.

Second infraction - Withdrawal of approval of the location at issue, and/or all other Sub-Dealer locations to participate in the Exclusive Sub-Dealer Program and program benefits; or termination of the Exclusive Sub-Dealer Agreement for breach.

Appendix A

1. RETAIL DRESS STANDARDS.

Dress, grooming, and personal cleanliness standards contribute to a positive work environment for all sales representatives and employees and affect the business image we present to customers and visitors. For these reasons, the dealer sale representatives and employees are expected to adhere to a professional, business-casual, attire standard that presents a neat and clean appearance. In addition, appropriate grooming and personal hygiene is a necessary part of our dress standard.

1.1 Dress Standards – Male Sales Representatives and Employees.

1.1.1 Appropriate:

Dress Shirt – buttoned up and tucked in.

Dress Slacks (Black, Navy or Khaki).

Belt if slacks have belt loops.

Closed toe shoes.

Name Badge.

1.1.2 Inappropriate

Cargo or jean style pants of any color.

Shorts.

Tennis Shoes / Athletic styles.

Hats.

Tee Shirts / Tank tops.

Inappropriate or excessive jewelry.

1.2 Dress Standards – Female Sales Representatives and Employees.

1.2.1 Appropriate:

Dress Shirt – buttoned up and tucked in.

Dress Slacks (Black, Navy or Khaki).

Belt if slacks have belt loops.

Skirts that fall to at least top of the knee.

Closed toe shoes.

Name Badge.

1.2.2 Inappropriate:

Cargo or jean style pants of any color.

Shorts.

Tennis Shoes / Athletic styles.

Hats.

Tee Shirts / Tank tops.

Midriff-baring or sheer tops.

Inappropriate or excessive jewelry.

Short skirts above the knee.

1.3 Additional Requirements – All Sub-Dealer Sales Representatives/Employees. In addition to these dress standards, the following requirements apply to all Sub-Dealer sales representatives/employees:

All garments must be clean and wrinkle free.

Appropriate undergarments and hosiery must be worn at all times.

Good personal hygiene must be practiced.

Hair must be neat, clean, well trimmed and combed. (Extreme styles or colors are subject to approval)

Facial hair must be neat and trimmed.

Earrings are limited to two earrings per ear with jewelry not measuring more than one inch in diameter.

No body jewelry in areas such as nose, eyebrow, lip or tongue.

Tattoos that management deems to be offensive, unprofessional, or distracting must be covered up.

No Gum chewing or eating of food on the sales floor.

Exclusive Sub-Dealer dress standards are intended to be a set of guidelines. T-Mobile reserves the right to determine the “appropriateness” of a sales representative’s/employee’s attire and appearance. Sales Representatives/employees requesting accommodations due to a disability or religious reasons must be reviewed with their dealer HR Manager.

Appendix B

Exclusive Sub-Dealer Merchandising Guidelines may be separately provided by T-Mobile, and may be updated from to time be T-Mobile in its sole discretion.

Appendix C

Exclusive Sub-Dealer Sign Specifications may be separately provided by T-Mobile, and may be updated from to time be T-Mobile in its sole discretion.

A di CAppendix CMarketing & Advertising


Dealer: ___________________________________________________

DBA: _____________________________________________________

Address: __________________________________________________

City/State/Zip: _____________________________________________

Phone: ___________________________________________________

Fax: ______________________________________________________

QDI Account Number: __________________________ Market: ______

AdFocus, a division of Quality Distributors LLC (“QDI”), shall providecertain advertising services to Dealer in accordance with the terms andconditions set forth below. All of the provisions of the Dealer’s PremierDealer Agreement, dated ____________ ___ _____ (the “PDA”) shallremain in full force and effect with respect to such advertising services andthe terms herein shall be in addition to those in the PDA. In the event thatany provisions of the PDA conflict with the terms and conditions set forthherein, these terms and conditions shall apply (with respect to therelationship between Dealer and AdFocus only).

AdFocus Terms and Conditions

Initial __________Rev. 7-01-09

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Dealer understands that QDI is authorized to buy media on behalf ofDealer as requested by Dealer on a Media Buy Authorization.In order for AdFocus to successfully run advertising without error, anddue to the complexity of the co-op advertising programs, Dealeragrees not to have contact with any media-provider (“Vendor”) orCarrier in which it has authorized AdFocus to represent it. Dealer’sintervention, unless previously approved by AdFocus, will releaseAdFocus and QDI from any and all responsibility related to such advertisements, and Dealer will be required to pay all costs incurredfor such advertising including, but not limited to, production costs, talent fees, taxes, service charges and other expenses related to the advertisement(s), and double the amount of service charge describedunder PAYMENT TERMS, paragraph 2 below. Both AdFocus andDealer acknowledge that damages incurred as a result of Dealer’sintervention will be difficult, if not impossible, to determine and thatthe increase in the service charge is reasonable and in no event shallbe construed as liquidated damages or a limitation on damages recoverable under any other provision of these terms and conditionsor the PDA.AdFocus shall have sole discretion to the positioning of all advertisements. AdFocus will use reasonable efforts to accommodateDealer’s positioning requests within Dealer’s specified budget. Specific placement is not guaranteed. Failure to meet Dealer’s position requests will not constitute cause for adjustment or refund tothe Dealer, rerun of the advertisement, or any other remedy to the Dealer.Dealer agrees to assume responsibility for all errors in copy or otheradvertisement proposals proofread by the Dealer where the actualadvertisement corresponds to the approved proof. If AdFocus doesnot receive written notice of corrections to proofs within 24 hours afterbeing provided to Dealer, the proof shall be deemed approved byDealer and the advertisement will be published or run as it appears onthe most recent proof.Proofs are provided for error corrections only. Layout revisions fromthe proof may result in additional charges to Dealer.AdFocus does not guarantee Vendors’ work (e.g. color matches,delivery dates, placement, etc.). AdFocus will reasonably representDealer in resolving disputes with or errors made by Vendors. In theevent AdFocus receives compensation for any Vendor error, AdFocuswill credit Dealer’s account if AdFocus deems it appropriate to do so,at AdFocus’ sole discretion. AdFocus service charges will not bewaived for errors made by Dealer or Vendors. Dealer agrees to notifyAdFocus of all typographical errors, placement errors or any othererrors related to the advertisements within 10 days of the date ofpublication of the relevant advertisement.

MEDIA

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AdFocus assumes that all employees of the Dealer are authorized tobind Dealer unless notified otherwise in writing.AdFocus will handle delivery of all creative materials to the Vendorsfor media represented on the Media Buy Authorization unlessspecified otherwise.AdFocus reserves the right to refuse to use, or allow Vendor to use,any creative materials or media provided to AdFocus from Dealer, orany other party, even when the same has been previously accepted by AdFocus, if AdFocus deems such material to beinappropriate, improperly obtained or for any other reason, at AdFocus’sole discretion.

AdFocus will only create media that meets legal and carrier-mandatedguidelines. It is mandatory that each ad, run date, event, activity, etc. be Pre-Approved by QDI through the AdFocus Department and anauthorized employee of the dealer, utilizing the advertisingPre-Approval form. AdFocus will not be responsible for the legality ofmedia created or run by VendorsAll media bought on behalf of the Dealer will be applied to Dealer’sadvertising account unless funds are not available or unlessDealer otherwise specifies on the Media Buy Authorization.All media costs that are not covered through Dealer’s advertisingaccount will be the sole responsibility of Dealer and will be charged toDealer’s Equipment Account. These expenses may include, but arenot limited to, production costs, talent fees, taxes, service chargesand other expenses related to the advertisement(s). If a QDIEquipment Account does not exist, Dealer must work with the QDICredit Department to establish one before any advertising can take place.AdFocus is unable to guarantee when QDI or carriers will return pre-approvals of advertisements; therefore, AdFocus is unable to provide guarantees regarding the run dates of the advertisements.Pre-Approval must be obtained a minimum of 5 business days priorto the production deadline date. If the request is made within 5 business days of the production deadline, Pre-Approval may not begranted. All new, altered and rerun advertisements require QDI/carrierpre-approval per QDI/carrier-mandated guidelines.

All post-paid chargeback rules as stated in the PDA apply to advertising funds.Advertising funds due to Dealer may be withheld and retained by QDI tosatisfy or offset any chargeback amounts owed by Dealer to QDI.

AdFocus service charges will be applied to Dealer’s QDI EquipmentAccount and may not be paid using allocated advertising funds.AdFocus service charges are 15% of the total media cost with a minimum charge of $75.00, which may or may not be billed toDealer’s QDI Equipment Account as one lump sum, at AdFocus’ sole discretion. All invoiced amounts, including services charges, are dueand payable in accordance with Dealer’s standard credit terms for itsQDI Equipment Account.AdFocus service charges are non-refundable once the Media BuyAuthorization has been signed by Dealer.Dealer understands that if its QDI Equipment Account is not in goodstanding per Dealer’s designated QDI Credit Account Manager, allapplicable media costs and AdFocus service charges may becollected using any and all necessary legal means.If Dealer’s designated QDI Credit Account Manager determines thatpayment is required in advance to utilize AdFocus’ services, paymentwill be required before the advertisement runs via cash, check or credit card. Prepayment will include media costs as well as AdFocusservice charges, and any other related expenses.

ADVERTISING ACCOUNT

CHARGEBACKS

PAYMENT TERMS

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Dealer agrees that the dollar amount stated on the Media BuyAuthorization authorizes AdFocus to buy that amount of media plus or minus 10% and Dealer understands that any applicable taxes orshipping costs are not included in such stated dollar amount.In case of Dealer reimbursement for advertising (which must havebeen previously approved by AdFocus), proof of performance mustbe submitted within 60 days of the advertising being completed. If required documentation is received after the 60 day time frame, reimbursement may not be granted.

AdFocus is not required to submit a final proof to Dealer when mediais approved with changes by Dealer. AdFocus is responsible formaking the changes clearly specified on the original proof.Advertisements originally denied by Dealer will be resubmitted toDealer for approval.QDI/Carrier required changes may be made at any time and without notice in order to guarantee payment. Dealer may request to bemade aware of such changes.Once the Dealer has approved the media, additional change requestswill create a $100.00 production charge unless the request is due tocarrier promotional changes.Changes may be made by Dealer at no charge each time a new Media Buy Authorization is signed by Dealer.If carrier promotions change during a specific advertising run,AdFocus will alter the media at no cost to Dealer. No guarantees canbe granted by AdFocus as to which run date the new media willbegin.

Any and all disputes arising under these terms and conditions shallbe resolved in accordance with the dispute resolution provisions setforth in the PDA.

Dealer agrees to notify AdFocus of all disputed billing charges within30 days of the date Dealer’s account is charged for same. Failure toreport any such dispute within such time shall constitute a waiver ofany claim by Dealer with respect to such dispute.

AdFocus and Dealer agree that any information of a confidentialand/or competitively sensitive nature disclosed prior to or duringmedia placement or any information about the subject product/servicesshall be deemed Confidential Information and treated in accordancewith the PDA.

Dealer agrees to indemnify, defend and hold harmless QDI andAdFocus, their respective officers, employees, agents and licenseesfrom and against any and all claims, actions, damages, suits,judgments, proceedings, losses, costs and expenses of any naturewhatsoever (collectively, “Claims”) for which such persons may beliable by reason of media buying, representation of Dealer, placementof advertisements, or any other reason related to these terms andconditions, including but not limited to any breach by Dealer of any ofthese terms and conditions, any failure by Dealer to perform according to these terms and conditions, and any Claims related tothe materials furnished by Dealer.AdFocus intends to use its best efforts to ensure that all advertising iscarried out in accordance with these terms and conditions; however,in the event that any errors or omissions occur with respect to anyservices performed or advertisements created, AdFocus shall haveno liability to Dealer for such. AdFocus will attempt to reasonablyresolve such situations with Dealer, and in the event no resolutioncan be met, the parties shall resolve the matter in accordance withthe dispute resolution procedures set forth herein.AdFocus reserves the right to reject any and all requests for AdFocus’ services even when the same has been previously accepted by AdFocus.If any portion of these terms and conditions is found to be invalid orunenforceable, such finding shall not affect the validity or enforceability of any other terms or conditions contained herein.These terms and conditions contained herein related to payment,dispute resolution, disputes, confidentiality, indemnification andcooperation shall remain in full force and effect after services havebeen rendered.

CHANGES

DISPUTE RESOLUTION

BILLING DISPUTES

CONFIDENTIALITY

INDEMNIFICATION/SEVERABILITY

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1.

2.

3.

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Dealer represents that it currently has, and will maintain during theentire term of the PDA, in addition to the insurance required in thePDA, insurance to cover any advertising claims which may arisehereunder with reasonable coverage amounts, as determined inAdFocus’sole discretion, from a reputable insurer. Dealer must provideAdFocus with proof of such insurance at any time upon request.

All media copy representing creative efforts of AdFocus and/or theutilization of creativity, illustration, labor, composition or materialfurnished by it, and any copyrights related thereto, is and remains theproperty of AdFocus. Dealer understands and agrees that it may notauthorize photographic or other reproductions, in whole or in part, ofany such advertising copy for use in any other medium without theexpress written consent of AdFocus. Such consent, if given byAdFocus, may be subject to the payment of additional fees.Dealer will obtain celebrity talent and related clearances, if deemednecessary, and deliver to AdFocus such clearances as well asconsents, waivers or releases from all talent and other persons whohave rendered services or provided materials required to be furnishedby Dealer in connection with the production of the advertisements.Such documents must be in forms satisfactory to AdFocus.AdFocus makes no warranties, express or implied, with respect toresults Dealer may or may not obtain through products and servicessupplied by AdFocus.Dealer recognizes there may be interruptions or delays in mediaplacement that occur and AdFocus shall not be held responsible forsuch occurrences. Such circumstances may include, but should notbe limited to: adverse weather conditions, non-performance of animals or talent, or force majeure events (e.g., acts of God, war, fire,strikes, boycotts, etc.), and absence of Dealer-supplied elements (e.g.key talent, color corrected products, logos, etc.).

Dealer will cooperate with AdFocus in taking actions and executingdocuments, as appropriate, to achieve Dealer’s advertising objectives. Dealer agrees that AdFocus’ performance is dependent onDealer’s timely and effective cooperation with AdFocus. Accordingly,Dealer acknowledges that any delay by Dealer may result in AdFocusbeing released from an obligation or scheduled deadline or may resultin additional costs in order for AdFocus to meet a specific obligationor deadline. All subsequent costs will be the responsibility of Dealerand may not be available to be paid using advertising funds.Dealer is solely responsible for all media charges incurred if Dealercancels or reschedules any advertisement(s) after the time specifiedon the Media Buy Authorization.AdFocus is not responsible for placing advertising when Dealer hasnot signed and returned a Media Buy Authorization.

Any person executing this agreement on behalf of Dealer heretorepresents and warrants that such person is duly and validly authorizedto do so on behalf of such party, with full right and authority to executethis agreement and to bind such party with respect to all of itsobligations herein. Dealer acknowledges that it has read these termsand conditions and fully subscribes to all provisions thereof. None ofthese terms and conditions may be altered except in writing signed byan authorized resentative of AdFocus. Any implied or oral revisions oramendments to these terms and conditions will not be binding on eitherof the parties. Use of AdFocus’ services constitutes agreement to theseterms and conditions. The undersigned agrees that a facsimile copymay be considered as the original for purposes of these terms andconditions and is legally binding and accepted.

Dealer Signature: ______________________________________________

Title: _________________________________________________________

Dealer Printed Name: __________________________________________

Date: _________________________________________________________

QDI/AdFocus Signature: ________________________________________

Title: _________________________________________________________

QDI/AdFocus Printed Name:_____________________________________

Date: _________________________________________________________

INSURANCE

MATERIALS, SERVICES, & RELEASES

COOPERATION

Initial __________Rev. 7-01-09

Media Buy Authorization

ATTN: PAGE OFAll pages must be signed.

Deadlines

Dealer Response Required by:AdFocus is not responsible for placing advertising when Dealer has not signed and returned this Media Buy Authorization.

General Information

Dealer Name: Date: Market:

DBA: Claim Reference No.: Carrier:

Contact Name: Contact Email/Fax:

Phone No: QDI Equip. Acct No:

To avoid being charged in full for the advertisement, this media order must be cancelled no later than:

Finalized Ad SpecificationsAd will be provided to Vendor by: Dealer AdFocus Media Company

Media Name: Type:

Placement:

Size/Length of Ad: Run Dates:

Print Options: Grayscale B/W Full Color Spot Color Total Costs:

• I hereby authorize AdFocus to purchase the above media on behalf of Dealer in the amount indicated below.

• I authorize AdFocus to charge my QDI Equipment Account for its services and advertising expenses notcovered by Advertising funds in the amount indicated below once the advertising is complete.

• I also agree to the following:

1) If AdFocus is responsible for the media, I hereby authorize AdFocus to use the same creative for all advertising run dates indicated above.

2) I have read, understand, and signed the AdFocus Terms & Conditions and agree to all the provisions stated therein.

______________________________________ _______________________________ _____________________________(Dealer Signature) (Dealer Printed Name) (Date)

AdFocus reserves the right to adjust the budget by 10% without prior approval of dealer.

Authorized Budget

Rev 7-01-09

Advertising Costs

AdFocusService Charges

(15% or $75)TOTAL Charges to

Adv. AccountCharges to

Equip. Account

Thank you!Thank you!

Exclusive Sub Dealer Program Low Res

Documents

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