TP - LINK PAR TN ER PROGRAM APPLICATION Thank you for your interest in becoming an authorized TP - Link Partner. Please complete the following application for review of your eligibility to join the TP - Link Partner Program RESELLER COMPANY INFORMATION Company Information Legal Company Name ( as submitted for tax reporting purposes ) DBA (name by which business is conducted) State (or Country) of Incorporation & Date (year) Contact Name Title Email Address Phone Number Address Web URL Business Main Phone Number Business Type (IT, AV, Security Integr ation ) MSP /VAR Preferred Distributor(s): TDSynnex, ASI, D&H, Ingram Target Customer /Vertical Market(s) Please list all retail, online stores, if applicable: 1. Store name: Phone number: Physical/URL Address: 2. Store name: Phone number: Physical/URL Address: 3. Store name: Phone number: Physical/URL Address: Please list all your online marketplace stores, if applicable: 1. 2. 3. Page 2 of 8 TP-Link Partner Program Agreement TP-LINK CONFIDENTIAL By signing this application, you (“Reseller”) confirm that you agree to be bound by, and comply with, the TP-Link Partner Program Agreement, which consist of both the General Terms and Conditions and the Deal Registration Terms and Conditions below along with the exhibits incorporated herein by reference (the “Agreement”). This Agreement will be effective as of the date TP-Link approves and signs this Agreement (the “Effective Date”). You further represent and warrant that (i) all information provided in this Application is true and correct as of the date set forth below and (ii) you are an authorized representative of the company who applies to participate in the Program. Signature of Authorized Representative: Name: Title: Date: Please return signed application to your account manager. FOR TP-Link INTERNAL USE ONLY Approved: Not Approved: By: Name: Title: Date: Page 3 of 8 TP-Link Partner Program Agreement TP-LINK CONFIDENTIAL GENERAL TERMS AND CONDITIONS 1.0 Program Conditions 1.1 This Program is available only to Resellers located in and licensed or certified to resell products in the USA. 1.2 Unilateral Advertised Price Police (“UAP”). TP-Link has unilaterally adopted the UAP. Reseller may request the latest Unilateral Advertised Price List by contacting their account manager or sending an e-mail to UP.USA@tp-link.com. 1.3 RESELLER SHALL NOT ADVERTISE ANY TP-LINK PRODUCTS ONLINE OR IN PRINT THAT DOES NOT COMPLY WITH THE GUIDELINES OF THE UAP. Reseller shall assist with the communication of the TP-Link UAP guidelines to their customers as requested. 1.4 Reseller shall not resell any TP-Link products to the customers listed in Exhibit A (“Listed Customers”). 1.5 Reseller shall comply with all federal, state, and local laws, and regulations, and all TP-Link’s policies in the resale of TP-Link products. 2.0 Program Requirements 2.1 Reseller must achieve minimum quarterly revenue levels outlined in the Program. 2.1.1 Silver partners must achieve $2,000 per quarter. 2.1.2 Gold partners must achieve $10,000 per quarter. 2.2 Resellers participating in the Program will have their account reviewed quarterly to determine the level of revenue achievements. 2.3 The Reseller will automatically be moved to lower Partner tier or lose Program benefits if they do not achieve the minimum revenue requirements in two (2) consecutive calendar quarters. 3.0 Partner Benefits 3.1 Partner benefits may include, but are not limited to dedicated account manager, deal registration, exclusive marketing content, technical support, or rebates. 3.2 Discount programs are applicable to TP-Link products purchased from authorized TP-Link distributors (i.e. ASI, D&H, Ingram Micro, and SYNNEX). 3.2.1 10% for Gold Partners, based on distributor’s cost 3.2.2 5% for Silver Partners, based on distributor’s cost. 3.3 TP-Link may condition Reseller’s eligibility to participate in any such discount programs on Reseller’s agreement to provide TP-Link with point-of-sale reports, inventory reports, and any formal receipt or proof of sale or purchase. Page 4 of 8 TP-Link Partner Program Agreement TP-LINK CONFIDENTIAL 4.0 Termination 4.1 This Agreement and Reseller’s status as a Partner in the Program may be terminated, with or without reason, by either party by giving the other party a 30- day prior written notice (including e-mail notification). This Agreement may be terminated immediately by TP-Link for cause upon Reseller’s breach of this agreement or TP-Link’s reasonable belief of such breach. In the event this Agreement is terminated for cause, any of the Reseller’s accrued VAR membership benefits will be forfeited. 4.2 TP-Link reserves the right at any time without prior notice in its sole and absolute discretion to: (a) modify this Agreement or the Program; and/or (b) cancel the Program without further obligation to the Reseller. DEAL REGISTRATION GUIDELINES 5.0 Participant Eligibility 5.1 For purposes of these Registration Guidelines, a Partner that is a “TP-Link Reseller” OR a "TP-Link Distributor" shall receive the benefits of and be treated as a Registered Partner. “TP-Link Reseller” means an entity with whom TP-Link has entered a separate, written reseller agreement, whereby "TP-Link Reseller" agrees to be bound by and comply with the terms of the TP-Link Partner Program. AND such Partner is verified eligible to purchase TP-Link products from authorized distributors for resale to end-users in the USA. “TP-Link Distributor” means an entity with whom TP-Link has entered a separate, written distributor agreement authorizing such Partner to purchase from TP-Link for resale to resellers in a territory. 6.0 Deal Registration Minimum Deal Size 6.1 Minimum $2,000 of eligible TP-Link products. 7.0 Deal Registration Approval Period 7.1 There is no specified period. 8.0 Deal Registration Maximum Approved Deals 8.1 There are no limits. 9.0 Deal Registration Criteria 9.1 The deal is not registered by another Partner. 9.2 The deal is not the subject of a public request for proposal (RFP), invitation for bid (IFB), indefinite delivery indefinite quantity (IDIQ), or similar tender process, that has been published; provided, however, that before such RFP, IFB, IDIQ, or similar Page 5 of 8 TP-Link Partner Program Agreement TP-LINK CONFIDENTIAL tender process has been published, the Partner shall be eligible to register the deal. 9.3 The aggregate size of the deal meets the Minimum Deal Size set forth above. Aggregate deal size is determined before any taxes, shipping, handling, or other fees are applied. Only TP-Link-branded products and services are included in determining deal size - third-party products and services are not included in such determinations. 9.4 Before registering a deal, the Partner has made significant pre-sales efforts related to such deal, such as but not limited to meeting with the end-user’s decision- makers, qualifying the deal, helping the end-user to quantify the project budget with TP-Link products or services, and helping the end-user to define the project requirements to include TP-Link products or services. Partners must include a description of such efforts in the Justification Statement in the deal registration application. In addition, Partners must document such efforts, including proof of date and time, to be provided to TP-Link on request. 9.5 Deal eligibility will be measured and qualified by the Partner’s skills to deliver the specified solution, demonstrated, among other factors, through previous engagements, industry recognized certifications, or the specialization profile of the Partner. The Partner must provide sufficient information when registering the deal to allow TP-Link to determine if the Partner is well positioned to service the deal and to assist TP-Link in determining, in its sole and absolute discretion, whether to approve the deal registration. 10.0 Deal Registration Process 10.1 If The Partner must submit the deal for review via the deal registration application to their TP-Link Account Manager and/or dealreg.usa@tp-link.com. The first Partner to submit a deal that meets all deal registration criteria specified above, as determined by TP-Link in its sole discretion, will receive an approved deal registration for that deal. 10.2 If a deal is approved, TP-Link will notify the Partner by e-mail. TP-Link strives to notify Partners of its decision within 48 hours. 10.3 If a deal is declined, TP-Link will notify the Partner by e-mail and will include the reason(s) for such decision. 10.4 TP-Link Distributors must identify both the reseller and end-user information when submitting a deal registration. 10.5 Approval Period: TP-Link has eliminated the Approval Period. 11.0 Exceptions Page 6 of 8 TP-Link Partner Program Agreement TP-LINK CONFIDENTIAL 11.1 Notwithstanding details outlined above, TP-Link may, at its discretion: deny, remove, rescind, suspend, or terminate any deal and/or registration access in the following scenarios: 11.1.1 If the Partner is not actively working the deal or has been inattentive to the end-user’s needs (for example, by failing to respond to the end- user’s or TP-Link’s communications). 11.1.2 If the Partner does not lead with or quote the TP-Link products or services identified in its registration form. 11.1.3 If TP-Link is under a legal or contractual obligation to quote or bid on the deal, or if failure to quote or bid on the deal could subject TP-Link to legal liability (as determined by TP-Link). 11.1.4 If the Partner is not able to fulfill the deal or provide support for the end-user (for example, by failing to have sufficient credit available for the deal, if the end-user refuses to work with the Partner, or, with respect to Federal Government deals, if the Partner doesn’t possess the required security clearances). 11.1.5 If the end-user chooses to fulfill its bid requirements under a contract vehicle which is not held by the registering Partner, or in a manner that prevents the registering Partner from being able to fulfill such requirements. 11.1.6 If the Partner’s account has been placed on hold by TP-Link or Partner has been late in paying invoices. 11.1.7 If it is determined that a deal is already registered to another Partner. 11.1.8 If the Partner (a) is in breach of the applicable TP-Link Program Terms and Conditions for the region in which it is located, or (b) has engaged in any activity that impairs the integrity of the Partner Program as determined by TP-Link; or 11.1.9 For any other reason as TP-Link shall determine in its sole discretion. 12.0 Disputes 12.1 Partners must submit any disputes, whether with TP-Link or another Partner, arising from or related to TP-Link’s deal registration program (the “Registration Program”) to their TP-Link Account Manager or dealreg.usa@tp-link.com (for Partners located in the U.S), including a written description of all issues and alleged harm, prior to commencing any formal dispute-resolution procedure. Any applicable dispute-resolution provisions in the applicable TP-Link Program Terms and Conditions, shall apply. In no event shall TP-Link’s liability be higher than those set forth in the Remedy section below. 13.0 Remedy Page 7 of 8 TP-Link Partner Program Agreement TP-LINK CONFIDENTIAL 13.1 If a TP-Link sales representative knowingly violates the terms of these Registration Guidelines in connection with a deal, the TP-Link sales representative will be subject to forfeiture of his or her commission for that one deal. 13.2 Partner’s remedy (regardless of whether Partner is a reseller or TP-Link Distributor) shall be limited to any amount set forth in the Partner Program Terms and Conditions or $500, whichever is greater. 13.3 Notwithstanding the above, if the Partner failed to comply with these Registration Guidelines, then the Partner shall not be entitled to any remedy. 13.4 In the case of a deal registration by a TP-Link Distributor, the associated reseller is not entitled to remedy if the reseller is not a member of the Partner Program. 14.0 Miscellaneous 14.1 At any time, TP-Link may audit any Partner’s deals and deal registrations for compliance including, but not limited to, verification of any reports, documents, or supporting information submitted in connection with Partner’s registrations. TP- Link may deny any deal or registration that it believes does not conform to these Registration Guidelines or the applicable TP-Link Program Terms and Conditions for the region in which Partner is located. 14.2 TP-Link may, without prior notice, immediately suspend or terminate Partner’s participation in the TP-Link Program if Partner submitted deal registration information that is inaccurate, incomplete, fraudulent, or if the deal registration information causes damage, embarrassment, or adverse publicity to TP-Link. 14.3 TP-Link’s records and systems shall be authoritative and conclusive for purposes of approving deal registrations and for administering the Registration Program. TP- Link reserves the right to interpret these Registration Guidelines and approval or rejection of a deal registration submission at its sole discretion. TP-Link’s decision will be non-negotiable and final. 14.4 TP-Link does not guarantee the success or closure of any deal registration approved under the Registration Program. The benefits of the Registration Program cannot be combined with any other benefits, promotions, or offers. 14.5 TP-Link reserves the right to modify, supersede, or eliminate all or any of these Registration Guidelines or to terminate the Registration Program, in whole or in part, without notice. 14.6 TP-Link will not take any submitted deals direct. Page 8 of 8 TP-Link Partner Program Agreement TP-LINK CONFIDENTIAL EXHIBIT A Listed Customers Amazon.com Best Buy Purchasing, LLC Magnell Associate, Inc. Fry’s Electronics, Inc. B&H Photo- Video, Inc. (Billing) Surplus Giant, Inc. Micro Electronics, Inc., d/b/a Micro Center Office Depot, Inc./ OfficeMax Incorporated Target Corporation Home Depot USA, Inc. Walmart Stores, Inc. Staples, Inc. – Retail & Commercial - Direct