Seek Scan Reseller Guidelines​

IMPORTANT: PLEASE READ THESE AUTHORIZED RESELLER GUIDELINES CAREFULLY AND MAINTAIN A COPY FOR YOUR RECORDS.

• Minimum Advertised Price (MAP)
  • Seek Thermal (Seek) has an established Minimum Advertised Price (MAP) Policy that an Authorized Reseller must follow for the advertising and marketing of the Seek Scan™ product. All Seek Authorized Resellers must agree to the terms and conditions of the following MAP Policy.
    • The Minimum Advertised Price for the Seek Scan™ product shall be no less than the current Manufacturer's Suggested Retail Price (MSRP) of $1,995.00 USD; This Minimum Advertised Price is established by Seek and may be adjusted by Seek at such time and in such amounts as it may determine at its sole discretion.
    • This MAP policy applies to all advertisements of Seek products in any and all media, including, but not limited to flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, email newsletters, email solicitations, internet or other electronic media, television, radio, and public signage. This MAP policy is not applicable to any in-store advertising that is displayed only in the store and not distributed to any customers.
    • The inclusion in advertising of free or discounted products, with a product covered by this MAP policy, would be contrary to the MAP policy if it has the effect of discounting the advertised price of the covered product below the Minimum Advertised Price.
    • If pricing is displayed anywhere other than a brick-and-mortar-retail store, any strike-through or other alteration of the Minimum Advertised Price is prohibited.
    • Seek maintains the right to run a temporary sale at its discretion, and in such case, the Minimum Advertised Price will be the same as the temporary sale price on those particular items for that particular time period.
    • If an Authorized Reseller with multiple store locations violates this MAP policy at any one store location, or on any associated website, then Seek will consider this to be a violation of this MAP policy by the Authorized Reseller.
  • Failure to comply with MAP, intentional and/or repeated failure to abide, will result in the immediate loss of Authorized Reseller status and your ability to purchase any Seek products through distribution.
  • Sales Channel Limits. Selling Seek products on your own website associated directly with your store(s) is permissible so long as this MAP policy is adhered to, with prior written consent from Seek. You shall not list Seek Scan™ products on any third-party website, internet auction websites or classified advertising websites as defined by Seek, including, but without limitation, amazon, overstock, alibaba, slickdeals, ebay, ubid, craigslist, gsaauctions.gov, etc.
  • Sales Region Limits. Authorized Resellers are permitted to sell in the USA. International sales are only permitted with prior written approval from Seek.
  • Availability. The availability and lead time of the Products may change at any time.
  • Authorized Reseller. Seek appoints the Authorized Reseller as a non-exclusive Authorized Reseller to purchase, inventory, promote and resell the Products to end users and the Authorized Reseller accepts this appointment. The Authorized Reseller will buy and sell the Products in its own name, for its own account, and at its own risk, whether directly from Seek, its affiliate, or its designee. This Agreement does not obligate Seek, its affiliates or its designees to sell any Products to the Authorized Reseller except pursuant to accepted purchase orders. This Agreement shall become effective only upon its execution by the Authorized Reseller submitting their application form to Seek Thermal, and Seek Thermal approving the application.
  • Prohibited Practices. The Authorized Reseller shall make no false or misleading representations regarding Seek or the Products and shall make no representations to customers or to the trade with respect to the specifications or features of the Products except as may be previously approved in writing or published by Seek. The Authorized Reseller shall make no representation or statement regarding the Product’s ability to diagnose or detect any person having any fever, disease, illness or disorder.
  • Product Knowledge. The Authorized Reseller and its staff shall be intimately conversant with the technical language in general and shall possess complete knowledge concerning the Products and their specifications, features, applications, and benefits. The Authorized Reseller shall conduct any sales training of its personnel that may be necessary to impart such knowledge and shall extend complete cooperation to Seek in any Product education programs that Seek may establish. The Authorized Reseller shall use safe and effective practices in the installation of any Products.
  • Record Keeping. The Authorized Reseller will maintain complete, clear, and accurate records and books sufficient to evaluate the Authorized Reseller’s performance hereunder and compliance herewith, including, but not limited to, inventory, sales, and accounts. The Authorized Reseller will furnish such records and books to Seek upon Seek’s request. At Seek’s request, and upon reasonable written notice, the Authorized Reseller will permit Seek or its authorized representative to review the Authorized Reseller's books and records to determine the Authorized Reseller’s performance hereunder and compliance herewith.
  • Export Compliance.  Under certain circumstances, you may be granted permission by Seek Thermal to export products outside of the U.S.  Technology contained in Seek Scan, their associated hardware, software and technical data (referred to as “Items”) are governed by the U.S. Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce.
    Your acceptance of the Items from Seek Thermal, you are aware and agree that your sale or distribution of Items may constitute exports or re-exports, and such activity must be conducted in accordance with the EAR, and the country of ultimate destination, commodity classification, end-user and end-use for the Items that you distribute could affect the exportability, of the Items.  Moreover, you agree to consult the EAR and the other resources provided by the U.S. Department of Commerce’s Bureau of Industry and Security’s (“BIS”) Export Counseling Division, to ensure that your sales and distribution of Items and Your Products is done in accordance with all applicable laws.
    You understand that Seek Thermal is not responsible for Items and Your Products exported or re-exported by you or resold to another person or representative, whether foreign or domestic.  If the Items received by you are intended for export or re-export, you are responsible for any U.S. State Department or U.S. Commerce Department License.
    You acknowledge that U.S. laws prohibit the sale, transfer, export and re-export or other participation in any export transaction involving U.S. products or technology with individuals listed in the U.S. Commerce Department’s Denied Persons List or Denial Orders, and the U.S. Treasury Department’s list of Special Designated Nationals.  Where applicable, you agree to consult the appropriate resources, such as the U.S. Federal Register, to review the list of current embargoed countries, and to understand and comply with the specific restrictions on the export or re-export of U.S. products and technology under these embargoes and sanction policies.
    You understand that there may be restrictions on the ability to supply U.S. products and technology (and any direct product thereof) to specified end-users or for specified end-uses as regulated by Part 744 (Control Policy: End-User and End-Use Based) of the EAR, unless there is prior authorization from the BIS.  You understand that Seek Thermal’s products and technology (and any direct products thereof) cannot be, directly or indirectly, sold or otherwise transferred to any military end-users, or designed, developed, modified, configured or used for military applications.
    If you are subject to the requirements of Part 762 (Record keeping) of the EAR, you affirm to Seek Thermal of your intentions to comply with the obligations set forth therein.  Upon Seek Thermal’s request, you will provide Seek Thermal any requested documentation for purposes of verifying Seek Thermal’s compliance and your compliance with the EAR.
    By providing your acceptance to Seek Thermal, you assure Seek Thermal that you are not diverting any Items to any end-user in violation of the applicable U.S., or utilizing the Items in violation of the EAR, and that you are utilizing the Items in the normal course of business, for a legitimate business purpose, consistent with the terms of your commercial agreement with Seek Thermal.
  • Intellectual Property Right Ownership and Restricted License.  As between Seek and Authorized Reseller, Seek owns the Platform, consisting of packaged hardware, embedded software, firmware and peripheral software, and all associated intellectual property rights incorporated or otherwise embodied therein.  Subject to the terms and conditions provided herein, Seek grants to Authorized Reseller a worldwide license to (i) make and have made Authorized Reseller’s Products; and (ii) import, offer for sale, sell and distribute Authorized Reseller’s Products.  Authorized Reseller will not (or assist or direct any third person to) (i) delete, remove or otherwise alter any copyright, trademark, confidentiality or other proprietary notice appearing in or on a Platform; (ii) modify or create a derivative work of a Platform or any incomplete portion thereof; (iii) extract, separate, remove or otherwise copy any software from or apart from a Custom Platform; or (iv) disassemble, decompile or reverse engineer any software found in a Platform.  This Agreement and the restrictions to the ownership and use of Seek’s intellectual property rights shall transfer with the ownership of the Platform.  Authorized Reseller represents to Seek, and agrees, that Authorized Reseller will only incorporate and otherwise utilize the Platforms as a component of a Authorized Reseller’s Product, and that Authorized Reseller is not and will not utilize or otherwise incorporate the Platforms in any other product or solution, or any product or solution for military or combat applications, or as part of any automotive product.
  • Limitations of Liability.  Neither Seek nor its suppliers and contractors shall be liable to the Authorized Reseller or to any other third party for any consequential, exemplary, incidental, punitive or special damages (including without limitation, damages for loss of business or personal profits, business interruption or any other pecuniary loss) arising from or in connection with the Platforms, Authorized Reseller’s Products or Seek’s performance hereunder, regardless of the form of action, whether in contract or in tort, even if such party has been advised of the possibility of such damages.
  • Indemnity of Seek. The Authorized Reseller will indemnify, hold harmless and defend, at its own expense, Seek, from and against any and all expenses, injuries, damages, claims (whether or not in connection with litigation), actions, judgments, settlements, verdicts, liabilities, losses and costs whatsoever (including attorneys’ fees and costs of action) arising out of or in any way connected with any third-party claim arising from or otherwise relating to any act or omission by the Authorized Reseller.