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ViaSat Co-op Marketing Program Guidelines for Self-Installing DealersManaged by DSI(Updated as of January 1, 2016)1.OverviewViaSat is pleased to offer co-operative marketing funding (“Co-op”) to eligible ViaSat Self-Installing (“SI”) Dealers. ViaSat’s Co-op Marketing Program is designed to assist SI Dealers with their marketing efforts to increase the acquisition of quality customers. By sharing the cost of SI Dealer marketing, ViaSat strives to help its SI Dealers enhance their advertising presence and the market penetration of the Exede brand name. ViaSat implemented Co-op Marketing Program Guidelines for Self-Installing dealers managed by DSI effective as of November 25, 2014, which were most recently amended as of February 1, 2015 (the “Prior Guidelines”). Effective January 1, 2016, the guidelines set forth below (the “New Guidelines”) shall replace and supersede the Prior Guidelines.2.Program Eligibility and General Informationa.Transition from Prior Program. For the month of January, 2016, an SI Dealer may make a written request for ViaSat to pay a claim in accordance with the Prior Guidelines. Any such request shall accompany the claim. Absent such a request, all claims submitted on or after January 1, 2016 will be paid in accordance with the New Guidelines regardless of the date of the applicable invoice or the date that the expenses related to the claim were incurred.b.Accrual Fund. Each eligible dealer will accrue either (i) $70.00 ($80.00 for Elite SI Dealers) for stand-alone sales; or (ii) $40.00 ($50.00 for Elite SI Dealers) for Exede Internet/DIRECTV bundles in Co-op funds per Qualified Activation (as defined below) of the Exede Internet service to use for Approved Marketing Activities (as defined in Section 2(d) below). ViaSat will contribute the Co-op funds to an accrual fund (to be managed by DSI for the SI Dealer’s benefit) (the “Accrual Fund”) on a weekly basis when ViaSat pays the associated commission to DSI to pass through to the SI Dealer. A “Qualified Activation” is an activation of the Exede Internet residential service for which an SI Dealer qualifies for a commission but excludes activations for upgrades from the WildBlue service to the Exede service as well as demo and other non-paying accounts.c.Reimbursement Period. The Accrual Fund will be available for the SI Dealer to receive reimbursement for Approved Marketing Activities which take place within a rolling six- month period starting on the first day of the month in which ViaSat deposits the funds in the Accrual Fund and ending on the last day of the sixth month thereafter. The SI Dealer must submit a claim for reimbursement within seven months from the first day of the month in which the money is deposited in the Accrual Fund. For example, if the SI Dealer receives $2,000 in the Accrual Fund in the month of January, the SI Dealer may engage in marketing activities from January 1 through June 30 and the SI Dealer must submit a claim for reimbursement on or before July 31.d. Approved Marketing Activities. “Approved Marketing Activities” are marketing activities that (i) receive DSI’s approval prior to publication in accordance with Section 4 below; (ii) comply with ViaSat’s Exede Master Brand Guidelines; and (iii) comply with local, state and federal laws, rules and regulations. e.Back-up Documentation. All claims for reimbursement must be accompanied by back- up documentation consisting of (i) a sample of the marketing piece; (ii) the original invoice for which reimbursement is being sought; (iii) the dates on which the applicable ads ran, the direct mail pieces were dropped or the subject advertising otherwise took place; and (iv) an email or other document evidencing DSI’s approval of the expense.f.Contribution Rate. As set forth in the table below, ViaSat’s contribution rate for each claim submitted by a SI Dealer will be based on the number of different marketing Tactics making up the claim or the amount of the claim, whichever method results in the SI Dealer receiving the highest contribution rate from ViaSat. For the purposes of this Section 2(f), a “Tactic” shall consist of a billboard, a direct mail campaign, an ad in a yellow page or other directory (either online or hard copy), an event such as setting up a booth at a fair, a radio ad, a television ad, a newspaper ad, yard signs or an online display ad. A SI Dealer may seek approval to include other marketing activities within the list of Tactics by submitting a request for approval to exedelocalhq@. For the purposes of this Section 2(f), a “claim” shall consist of the marketing Tactics and advertising spend for which a SI Dealer makes a binding commitment in a single calendar month. For example, if a SI Dealer places a newspaper ad, buys a TV spot and orders direct mail pieces in a single calendar month, all three Tactics will make up a single claim even if the newspaper advertisement runs in a different month than the TV spot and the direct mail pieces are dropped in yet a third month. Below is a table setting forth ViaSat’s contribution rates based on the number of Tactics comprising, and the amount of, the claim. Number of Tactics Comprising the ClaimAmount of the ClaimViaSat Contribution/Dealer Contribution1or$0.00 to $1,999.9960/402or$2,000.00 to $2,999.9980/203or$3,000.00 to $3,999.9985/154 or moreor$4,000.00 or above90/10g.Underfunded Claims. If the SI Dealer submits a claim for an amount higher than the amount in the SI Dealer’s Accrual Fund, ViaSat will reimburse the SI Dealer for the eligible portion of the claim up to the amount in the SI Dealer’s Accrual Fund. To the extent that sufficient funds become available in the SI Dealer’s Accrual Fund in the following six-month period, ViaSat will reimburse the SI Dealer for the remaining amount of the original claim. h.Accuracy of Claims. Any and all claims for reimbursement from the SI Dealer’s Accrual Fund must be truthful and accurate. False or misleading claims for reimbursement will be rejected and may affect future reimbursement by ViaSat. ViaSat reserves the right to audit claims and reject claims as warranted.3.Fund Accrual Informationa.Online Access to Information. DSI will post accruals on a weekly basis to DSI’s One Stop program. SI Dealers will be able to view statement summaries, pending/paid claims for reimbursement, and other Accrual Fund information. Also, SI Dealers may process claims for reimbursement and obtain details on the status of requests they have made for pre-approvals. b.Reimbursement Program. With limited exceptions, ViaSat’s Co-op Marketing Program is a reimbursement program. Therefore, SI Dealers are expected to pay for marketing activities upfront before submitting claims for reimbursement. 4.Pre-Approval Rulesa.General. All marketing materials must be submitted to DSI for pre-approval, along with a statement indicating the beams in which the marketing activities will take place. Please allow five business days for DSI to process the pre-approval request. DSI will review the ad for compliance with ViaSat’s Exede Master Brand Guidelines and to confirm that the marketing activities will take place in an Open Maketing Beam. “An “Open Marketing Beam” is an area identified by ViaSat on the Dealer Portal as available for an SI Dealer to receive reimbursement for marketing activities using Co-op funds provided that the requirements of the New Guidelines are met. ViaSat will not provide reimbursement for any ad for which pre-approval is not obtained. b.Non-Custom Print Ads. The following marketing materials shall be submitted to DSI at exede.ads@ for pre-approval (to determine whether the marketing activities will take place in an Open Marketing Beam) in order to receive reimbursement:(i) Ads that have been developed by ViaSat explicitly for use by Dealers;(ii) Ads that have been previously pre-approved by ViaSat for use by Dealers; and (iii) Ads that are made available on the Dealer Portal via the Sales and Marketing tab. c.Customized Print Ads/Direct Mail/Door hangers/POS Materials. Customized (Dealer-created) ads must be submitted for pre-approval to DSI at exede.ads@.d.Reimbursement on Shared Pieces. The promotion of the Exede service must comprise at least 50% of any ad in order to be eligible for reimbursement. Reimbursement on a shared ad will be subject to Section 2(f) above and will also be in proportion to the percentage of the ad space dedicated to Exede. For example, if the SI Dealer qualifies under Section 2(f) for ViaSat to contribute 85% and the Exede message comprises 60% of the shared ad, the SI Dealer would be eligible for reimbursement of 51% of the cost of the ad (85% x 60% = 51%). All shared ads must be submitted for pre-approval to DSI at exede.ads@.e.Radio Spots. All scripts for customized radio spots must be submitted for pre-approval to exede.ads@.f.Television Spots, Infomercials and Long Form Commercials. Dealers who wish to run a television spot must submit a script and storyboard for pre-approval to exede.ads@.. DSI, with the help of ViaSat, will work with the SI Dealer to make any appropriate changes prior to production of the spot. A copy of the final spot is required to be submitted at the time the claim for reimbursement is made in order to receive reimbursement.g.Outdoor Advertising/Event Marketing. Customized (dealer-created) ads must be submitted for pre-approval by sending the ads to DSI at exede.ads@. Customized outdoor advertising must have email confirmation of prior approval and a copy of the outdoor ad with a photo of the area surrounding the location where it will be displayed. Outdoor advertising consists of the following:BillboardsVideo and rotating billboardsBuilding muralsTransportation mediaEvent/booth spaceh.Semi-Permanent and Permanent Signage. Customized semi-permanent and permanent signage must have email confirmation of prior approval and a copy of the sign with a photo of the location(s) where the sign will be placed. SI Dealers must send pre-approval requests for semi-permanent and permanent signage to exede.ads@.. Semi-permanent and permanent signage consists of the following:Outdoor store signsIn-store signs that are semi-permanent or permanentTruck signageBillboardsAny other semi-permanent or permanent signsi.Non-permanent signage. Customized non-permanent signage must have email confirmation of prior approval. SI Dealers must send pre-approval requests for non-permanent signage to DSI at exede.ads@. Non-permanent signage consists of the following:BannersIn-store signs that are not semi-permanent or permanentEvent and tradeshow signageYard signsAny other non-permanent signsj.Other Items Requiring Preapproval.The types of advertising described in this Section 4(j) always require pre-approval. Dealers must send pre-approval requests for the following two types of advertising to DSI at exede.ads@:(i) Custom advertising of any type not specifically mentioned in Sections 4(a)-4(i) above(ii) Wearables(iii) Promotional items and merchandise (“trinkets”)(iv) Internet advertising (online ads, paid search, etc.)(v) E-mail advertising(vi) Website production, design and/or maintenance (unless provided by ViaSat)5.Claim Processing GuidelinesA SI Dealer shall submit the original invoice, sample marketing pieces and the pre-approval confirmation emails to DSI via email, fax, or mail per the contact information listed below. Email: exede.ads@ Fax: 866-500-5087Mail: DSI Systems, Inc.c/o Exede Co-op3601 109th St.Urbandale, IA 503226.Other Termsa.Prior approval of an ad by ViaSat or DSI does not guarantee reimbursement. The SI Dealer must have Accrual Funds available and must submit a claim for reimbursement along with the appropriate proof of performance documentation within the required timeframe in order to be eligible for reimbursement.ViaSat reserves the right to make final determinations as to which expenses are reimbursable to SI Dealers under the Co-op Marketing Program.If a SI Dealer owns any portion of the vendor company that performs reimbursable services for the SI Dealer, Co-op reimbursement will be denied due to a conflict of interest.SI Dealers may only submit claims for reimbursement against actual paid expenses. ViaSat will not reimburse SI Dealers for work done in trade, for the full value of discounted services or for the value of work performed by a member of the SI Dealer’s staff. Itemized third party invoices must be submitted with all claims for reimbursement.ViaSat may deny the SI Dealer’s claim for reimbursement, or if already paid, ViaSat may charge back the Co-op funds against commissions earned by the SI Dealer under the Dealer Agreement under the following circumstances:(i) ViaSat or DSI has contacted the third party vendor directly in order to verify invoice accuracy and the vendor has informed ViaSat or DSI that the invoice information provided by the SI Dealer is incorrect;(ii) ViaSat or DSI has requested that the SI Dealer provide adequate proof of payment (which may include cancelled checks and corresponding bank statements showing that the SI Dealer paid the vendor(s) for eligible services rendered) and the SI Dealer fails to provide proof of payment within 10 business days of a request;(iii) ViaSat determines that a SI Dealer has submitted false or inflated invoices for the purpose of increasing Co-op reimbursements or has engaged in vendor “kick-back” activity; or(iv) The SI Dealer is in breach of the Dealer Agreement.In the event that the SI Dealer’s Dealer Agreement is terminated, the SI Dealer will no longer accrue Co-op funds effective as of the first day of the month in which the termination occurred.DSI will accept Co-op claims for reimbursement submitted within 30 days after the termination date of the Dealer Agreement, provided such termination was not the result of the SI Dealer’s material breach of the Dealer Agreement and provided further that the SI Dealer had obtained all necessary prior approvals for the marketing materials prior to the termination date.ViaSat, through DSI, may in its sole discretion make upfront funding available to a SI Dealer for approved marketing activities (“Seed Funding”) subject to terms and conditions determined in ViaSat’s sole discretion. ViaSat has the sole discretion to make changes to or to terminate ViaSat’s Co-op Marketing Program at any time without prior notice to any SI Dealer. ................
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