• WALL-TEQ

    WALL-TEQ

  • Wall-Teq Computers & Electronics LLC & Host,

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  • Wall-Teq Computers & Electronics LLC, 7600 Bass Lake Road, Suite 106B New Hope, MN 55428 and

  • Format: (000) 000-0000.
  • A. Wall-Teq Computers and Electronics LLC is a company of professional digital signage, contents management and WiFi media equipment and services, software, networking, design and advertising, and other marketing related products including but not limited to website design, search engine optimization, graphical design, WiFi, etc. (hereinafter collectively referred to as the "Products"

    B. Venue ("HOST") is a business or retail location.

    C. Wall-Teq Computers & Electronics LLC and Host desire to enter into agreement pertaining toa

    digital signage screen and WiFi media advertising network deployment in the location(s) of HOST.

    HOST will contribute wall space in each of its venue locations, a nearby electrical outlet, and an open and functioning internet port. Host will also provide Wall-Teq Computers & Electronics LLC with traffic and demographic data, sales transaction and movement data relating to its venues. Wall-Teq Computers & Electronics LLC will contribute the usage of a complete digital signage package including screen, proprietary media player system, its network infrastructure, proprietary process and systems, digital signage software, graphics department, technical staff, and installation crew for the locations.

    The equipment used in this operation shall be considered the asset of Wall-Teq Computers & Electronics LLC or its affiliates. If for some reason the parties wish to discontinue this agreement the assets of Wall- Teq Computers & Electronics LLC can be retrieved from venue locations, or other arrangements such as a buyout can be made between HOST and YNN. The equipment is not to be moved by anyone other than an authorized Wall-Teq Computers & Electronics LLC representative. If a Host location is closing for any reason HOST will notify Wall-Teq Computers & Electronics LLC immediately of the plans of closing so Wall-Teq Computers & Electronics LLC can make arrangements to retrieve its equipment. Once installed, HOST agrees to protect the equipment from being tempered, damaged, stolen, or removed from the premise without Wall-Teq Computers & Electronics LLC's knowledge.

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  • Wall-Teq Computers & Electronics LLC & Host,

  • WALL-TEQ

  • The ad network will experience certain costs including but not limited to credit/check processing fees, accounting and legal fees, advertising sales commissions, and maintenance/replacement costs. These costs are the responsibility of Wall-Teq Computers & Electronics LLC and any stakeholders that it may

    HOST will be given a fifteen (15) seconds animation commercial video to promote their own products and services per quarter. Screen content will be shared on a roughly 80 (Provider)/20(Host) basis between HOST advertisements and various content such as weather, news, social media, events, etc., and Wall-Teq Computers & Electronics LLC and its business endeavors to include self-promotion and advertising sales. This media sharing could occur based upon screen partition and/or playlist time slotting.

    HOST will be provided with a Lobby Page, re-targeting capabilities to all users that log into the HOST's Network, and usage analytics. Host WiFi's landing page will be sole property of Wall-Teq Computers & Electronics LLC and its endeavors to include self-promotion and advertising sales.

    Advertising sales can be made by any approved party including Wall-Teq Computers & Electronics LLC and HOST. Industry standard commissions of advertising Host services and products on other screen locations hosted by Wall-Teq Computers & Electronics LLC without any conflict have been allocated for the party that sells a placement on the network.

    All advertising sold and displayed on the network must adhere to all national, state and local laws. Additionally, HOST reserves the right to reject any advertising that is considered inappropriate or in violation and /or competition with the hosting venue locations primary business practices or is considered grossly inappropriate. All Advertisers relationships are exclusively with Wall-Teq Computers & Electronics LLC. In the event the agreement is terminated HOST agrees to not contact these advertisers for a period of 24 months beginning the date of the termination of the agreement.

    8. Maintenance and Monitoring.

    HOST agrees to ensure that the screens(s) are on during all business hours and functioning properly. HOST agrees not to interfere with the programming of Wall-Teq Computers & Electronics LLC in any way or will not temper with any part of the system by switching to other commercial channels. Tampering with Wall-Teq Computers & Electronics LLC) signage system will cause a loss of revenue or damage to the image of the network for which Wall-Teq Computers & Electronics LLC) will have the right to pursue

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  • Wall-Teq Computers & Electronics LLC & Host,

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  • HOST for the damage incurred. Wall-Teq Computers & Electronics LLC agrees to provide remote maintenance & service in the event of equipment failure, and Wall-Teq Computers & Electronics LLC may request the assistance of local HOST's employees to attempt remote maintenance and repair. If HOST, or its employees, notices the system is not working properly they are to notify Wall-Teq immediately upon discovery to so the system can be maintained and placed back in operation for the mutual benefit of all parties.

    Each party agrees to hold one another harmless for any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney fees for activities in which one partying is acting solely on its behalf. Neither party possess the power or ability to negotiate or obligate the other party without its express written permission or additional agreements beyond the scope of the terms contained herein. Any action that may be brought against one party for breach of its contracts and obligations in no way makes the other party liable to the extent that the law will allow.

    Unless earlier terminated as provided below, the term of this Agreement shall commence upon the signing of this agreement and shall continue for 36 months, where the agreement may be terminated 24 months after the start of the term. At the end of the term, the Agreement shall automatically renew as so long as Wall-Teq Computers & Electronics LLC has fulfilled its obligations.

    A. Wall-Teq Computers & Electronics LLC reserves the right at its sole discretion to cancel this agreement and retrieve its equipment if advertiser support is insufficient to provide Wall-Teq Computers & Electronics LLC a satisfactory revenue stream to support the network investment.

    B. Either party may cancel upon any of the following events: (1) failure of Parties to fulfill or perform any one of the duties, obligations or responsibilities of this Agreement, which failure is not cured withinten (10) days' notice from other party; (2) failure of a Party for any reason to function in the ordinary course of business; (3) conviction in a court of competent jurisdiction of a Party, or a manager, partner, principal officer or major stockholder of either Party for any violation of law tending, in either Party's opinion, to affect adversely the operation or business of the non-violating Party or the good name, goodwill, or reputation of Party, products of either Party; or (4) submission by one Party to another of false or fraudulent reports or statements, including, without limitation, claims for any refund, credit, rebate, incentive, allowance, discount, reimbursement or other payment.

    11. Obligations on Termination.

    Upon termination of this Agreement:

    A. Each Party must immediately discontinue the use of the other Party's name and/or trade imagery in all marketing and other business development related activities.

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  • Wall-Teq Computers & Electronics LLC & Host,

  • WALL-TEQ

  • B. Wall-Teq Computers & Electronics LLC may exercise the options described in section 2 of this agreement titled Equipment.

    C. Neither party shall be liable to the other because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales, or on account of expenditures, investments, lease or commitments in connection with the business or good will of the other Party or for any other reason whatsoever growing out of such termination.

    D. Wall-Teq Computers & Electronics LLC is not responsible for the repair of the mounting holes and associatednecessary installation construction.

    Each party acknowledges that no representation or statement, and no understanding or agreement, has been made, or exists, and that in entering into this Agreement each party has not relied on anything done or said or on any presumption in fact or in law, (1) with respect to this Agreement, or to the duration, termination or renewal of this Agreement, or with respect to the relationship between the parties, other than as expressly set forth in this Agreement; or (2) that in any way tends to change or modify the terms, or any of them, of this Agreement or to prevent this Agreement becoming effective; or (3) that in any way affects or relates to the subject matter hereof. Each party also acknowledges that the terms and conditions of this Agreement, and each of them, are reasonable and fair and equitable.

    This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

    Except as expressly provided in this Agreement, waiver by either party, or failure by either party to claim a default, of any provision of this Agreement shall not be a waiver of any default or subsequent default.

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  • Wall-Teq Computers & Electronics LLC & Host,

  • WALL-TEQ

  • Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by certified mail, postage prepaid, or recognized overnight delivery services;

    Wall-Teq Computers & Electronics LLC

    7600 Bass Lake Road, Suite 106B, New Hope, MN 55428 USA

  • You may not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Wall-Teq Computers & Electronics LLC. This Agreement shall be binding upon and inure to the benefit of Wall-Teq Computers & Electronics LLC and its respective successors and permitted assigns. Wall-Teq Computers & Electronics LLC reserves the right to assign all or any part of this contract and the right to cancel contracts for any reason.

    This Agreement shall be construed and enforced in accordance with the laws of the state of Minnesota in Hennepin County.

    If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such

    invalid or unenforceable term had never been included.

    Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

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  • Wall-Teq Computers & Electronics LLC & Host,

  • WALL-TEQ

  • 20. Non-Circumvention and Non-Compete.

    HOST does hereby agree that upon the termination of this contract and notwithstanding the cause of termination, HOST shall not compete with the business of Wall-Teq Computers & Electronics LLC or its successors, and shall not directly or indirectly, as an owner, officer, director, employee, consultant, or stockholder, engage in the business of digital signage ad-network creation or a business substantially similar or competitive to the business of Wall-Teq Computers & Electronics LLC. This non-compete non- circumvention agreement shall be in full force and effect for 5 (five) years, commencing with the date of termination of this agreement. If it is found that this Non-Circumvention and Non-Compete agreement has been violated Wall-Teq Computers & Electronics LLC may be entitled to all potential lost revenues, damages, and other compensation to the fullest extent of the law.

    HOST acknowledges that during the course of this agreement there may be disclosed certain Wall-Teq Computers & Electronics LLC trade secrets consisting but not limited to: technical information including methods, processes, formulae, compositions, systems, techniques, inventions, machines, computer programs and research projects, and business information including customer/investor lists, pricing data, sources of supply, financial data and marketing, production, or merchandising systems or plans. HOST shall not during, or at any time after the termination of this with Wall-Teq Computers & Electronics LLC, disclose or divulge to others including future employers, any trade secrets, confidential, information, or any other proprietary data of Wall-Teq Computers & Electronics LLC in violation of this agreement. That upon the termination of this agreement HOST shall return to Wall-Teq Computers Electronics LLC all documents and property of Wall-Teq Computers & Electronics LLC, including but not necessarily limited to: drawings, reports, manuals, correspondence, customer lists, computer programs, and all other materials and all copies thereof relating in any way to Wall-Teq Computers & Electronics LLC's business, or in any way during the course of this contract. Wall-Teq Computers & Electronics LLC shall be entitled to full injunctive relief, and any other legal remedies available for any breach. This agreement shall be binding upon HOST and personal representatives and successors in interest and shall inure to the benefit of Wall-Teq Computers & Electronics LLC and its assigned.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as the day and year written and certify that each has the authority to execute this Agreement representing the company as stated. A photo static or facsimile copy of this agreement shall be valid as the original. You agree your electronic signature is the legal equivalent of your manual signature on this Agreement.

    George W. Wallace III Project Manager Wall-Teq Computers 03/06/2021

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