Retailer Agreement

This Agreement (“AGREEMENT”) is made on the last date written below by and between the following
consumer electronics retailer (“Retailer”) and Corporate Lodging Consultants, Inc. (“CLC”).
Retailer
Legal Business Name:
Doing Business As:
Corporate Address:
City:

State:

Zip:

Name of Authorized Signatory:
Title:
Contact Telephone:
Contact email:
WHEREAS, National Telecommunications and Information Administration ("NTIA") is administering
the Digital-to-Analog Converter Box Coupon Program (the "Coupon Program"), as authorized in the Digital
Television Transition and Public Safety Act of 2005 and in accordance with 47 CFR Part 301 (the "“Final Rule");
WHEREAS, the terms of retailer participation are set forth in §301.6 of the Final Rule;
WHEREAS, Service Provider is providing NTIA with certain services with respect to the Coupon
Program;
WHEREAS, Retailer desires to voluntarily participate in the Coupon Program subject to the terms and
conditions of the Final Rule and this Agreement; and
WHEREAS, it is the intention of the parties that this AGREEMENT will describe the obligations of
Retailer to participate in the Coupon Program.
NOW, THEREFORE, for good and adequate consideration, the receipt and sufficiency of which being
hereby acknowledged, Retailer hereby agrees as follows:
1.

Retailer Representations, Warranties and Certifications.
Retailer represents, warrants and certifies to the following:
(1)

Retailer has been engaged in the consumer electronics retail business for at least one year and has
completed a Central Contractor Registration.

(2)

Retailer has in place systems or procedures that can be easily audited as well as systems that can
provide adequate data to minimize fraud and abuse in retail redemption and government payment
for coupons.

2.

(3)

Retailer agrees to have converter box sales audited at any time during the term of participation in
the Coupon Program by the U.S. Government or an independent auditor at no expense to Retailer.

(4)

Retailer will provide Service Provider electronically with redemption information and payment
receipts related to coupons used in the purchase of converter boxes, specifically tracking each
serialized coupon by number with a corresponding converter box purchase.

(5)

Retailer will only accept coupons for, and receive payment resulting from, authorized
redemptions with respect to purchases of coupon-eligible converter boxes as defined in the Final
Rule.

(6)

The information submitted by Retailer on Attachment A is true and complete.

(7)

This Agreement constitutes the legal, valid, binding, and enforceable agreement, and its execution
and performance of this Agreement (i) does not constitute a breach of any agreement with any
party, or of any duty arising in law or equity, (ii) does not violate any law, rule or regulation
applicable to it, (iii) are within the party's corporate powers, and (iv) has been authorized by all
necessary corporate action of Retailer.

(8)

Retailer will perform its obligations under this Agreement in accordance with all applicable laws,
rules and regulations.

Retailer Obligations.
Retailer agrees to:

(1)

Redeem valid coupons toward the purchase of coupon eligible converter boxes (“CECB”).
Retailers redemption process shall ensure that:

(a)
(b)
(c)
(d)
(e)

3.

Two coupons may not be used in combination toward the purchase of a single CECB.
Consumers may not return a CECB to Retailer for a cash refund for the coupon amount
or make an exchange for another item unless it is another CECB.
The coupon has no cash value. It shall be illegal to sell, duplicate or tamper with the
Coupon.
To the extent the purchase price of a CECB is in excess of $40, Retailer shall collect the
difference from the customer in cash or by check or credit card.
To the extent that the purchase price of a CECB is less than $40, Retailer shall not
provide any cash or other value to the customer for the residual amount.

(2)

Train employees on the purpose and operation of the Coupon Program.

(3)

Have systems in place that are capable of electronically processing coupons for redemption and
payment, tracking each and every transaction, and generating reports that are easily auditable.

(4)

Report to Service Provider any suspicious patterns of customer behavior.

(5)

Use commercially reasonable methods to order and manage inventory to meet customer demand
for CECBs.

(6)

Provide transaction reports based on Service Provider’s requirements. Reports must be
maintained by Retailer for at least one year. Business confidential and proprietary information
shall not be disclosed to the public unless otherwise required by law.

Service Provider Obligations.

(1)

Provide Retailer with management and employee training materials.

(2)

Provide coupon redemption alternatives available at Retailer’s point of sale (“POS”). Retailer
selects one of the coupon redemption alternatives indicated below, subject to approval by Service
Provider.
“Website”: Coupon redemption authorization via website interface; Retailer provides
CECB SKU or UPC on a website provided by Service Provider.
“IVR”: POS redemption authorization via Interactive Voice Response system; Retailer
provides CECB SKU or UPC via the telephone using a toll free number provided by
Service Provider.
“UPC@Auth”: POS redemption authorization over Visa network via card swipe;
Retailer provides CECB SKU or UPC with authorization request.
“UPC@Settle”: POS redemption authorization over Visa network via card swipe;
Retailer provides CECB SKU or UPC with payment settlement request.
“Sales Detail Reporting”: POS redemption authorization over Visa network via card
swipe; Retailer provides CECB SKU or UPC via a separate report.
“E-Services”: POS redemption authorization via direct connection outside the Visa
network; Retailer provides CECB SKU or UPC with authorization or settlement request.

4.

(3)

Provide access to a Retail Support Center available during normal business hours by toll free
telephone, e-mail or internet access.

(4)

Facilitate payment reimbursement for validly redeemed coupons from the U.S. Treasury
generally within five (5) business days of redemption transaction settlement.

(5)

Retailer acknowledges that payment shall only be for the reimbursement of validly redeemed
coupons used by consumers to purchase CECBs. Retailer is not entitled to any transaction
processing or other fees with respect to its participation in the Coupon Program.

Hold Harmless.
Retailer shall hold and save the Government, its officers, agents, employees and its contractor harmless
from liability of any nature or kind, including costs and expenses to which they may be subject to or on
account of any or all suits or damages of any character whatsoever resulting from injuries or damages
sustained by any person or persons or property by virtue of performance of this Agreement, arising or
resulting in whole or in part from the fault, negligence, wrongful act or wrongful omission of the Retailer,
or any of its officers, agents and employees.

5.

Term, Revocation and Dispute Resolution.
(1)

The term of this Agreement shall be for the term of the Coupon Program as set forth in the Final
Rule. Retailer certification may be revoked if Retailer fails to comply with the Final Rule, the
terms of this Agreement, or for other actions inconsistent with the Coupon Program.

(2)

Retailer certification will not be revoked for unintentional non-compliance or error.

(3)

Retailers may withdraw from certification by providing written notice to Service Provider at:
Digital-to-Analog Converter Box Coupon Program
8110 E. 32nd Street North, Suite 160
Wichita, KS 67226

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(4)

If this Retailer’s certification is revoked or if Retailer withdraws from certification, then Retailer
shall discontinue acceptance of Coupons and shall discontinue use of all Coupon Program
materials.

(5)

Retailers may contact Service Provider for dispute resolution for problems such as denial or
revocation of certification. Such issues will be resolved on a case-by-case basis at the discretion
of Service Provider.

Conflicts.
In the event of a conflict between the terms of this Agreement and the Final Rule, the Final Rule shall
govern.

CORPORATE LODGING CONSULTANTS, INC.

Print Name:
Title:
Date:

Accepted and Agreed on behalf or Retailer by:

Print Name:
Title:
Date:

Attachment A
Retailer Information
Legal Business Name:
Doing Business As:
Corporate Address:
State:

City:

Zip:

Primary Contact Name:
Contact Title:
Contact Telephone:
Contact email:
Contact Fax:
Website URL:
Dun & Bradstreet Number:
Central Contract Registry Cage Code:

Number of years as a consumer electronics retailer:
Type of retailer:
Multi-store chain:
Single store location:
On-line/internet:
Number of store locations:
Number of employees:
Approximate annual consumer electronics sales in dollars: $

Coupon Eligible Converter Boxes carried (mark all that apply):
__ [Manufacturer, UPC]

__ [Manufacturer, UPC]

__ [Manufacturer, UPC]

__ [Manufacturer, UPC]

__ [Manufacturer, UPC]

__ [Manufacturer, UPC]

__ [Manufacturer, UPC]

__ [Manufacturer, UPC]

__ [Manufacturer, UPC]

Store locations (attach additional sheets if necessary):
Store Address:
City:

State:

Zip:

State:

Zip:

Store Address:
City: