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Terms and Conditions

These terms and conditions ("Standard Terms") shall govern your purchase, use and sale of the Simple Memory Art, Inc. line of products listed on the internet at SimpleMemoryArt.com or set forth in a printed or electronic catalog provided by Simple Memory Art, Inc., which may be updated from time-to-time, without notice (the "Products"), for resale to the public through your pre-approved retail outlet(s) ("Store"). Your placement of an order from Simple Memory Art, Inc. by any means, including but not limited to written, verbal, fax, and e-mail orders ("Purchase Order" or "PO"), indicates your acceptance of these Standard Terms.

A. Acceptance. Acceptance of your Purchase Order shall be at Simple Memory Art, Inc.'s sole discretion and is subject to availability of the Products. Simple Memory Art, Inc. reserves the right to reject or cancel any Purchase Order and cease selling Products to you at any time.

B. Prohibited Activities. You shall not (i) lease or rent the Products; (ii) modify or create any derivative work of the Products; (iii) reverse assemble, decompile, reverse engineer or attempt to derive the underlying ideas, algorithms, design, structure or organization of the Products; or (iv) sell Products at any auctions, including any online auctions. You shall not sell Products at market place channels (including Amazon.com) without prior approval from us. To the extent you create any derivative works of the Products, you assign to Simple Memory Art, Inc. ownership of all such derivative works upon their creation. (v) Retailer is Prohibited from Engaging in the Wholesaling of the Products; Retailer is prohibited from acting as a wholesaler of the Products and selling to other retailers or resellers. Retailer agrees to only offer the Products to end user consumers.

C. Ownership. Nothing herein will grant to Contractor any right, title or interest in the Simple Memory Art, Inc. trademarks, service markets, trade names, logos, or copyrights except for the non-exclusive, non-transferable license to sell the Products to retail customers. You agree that you will not challenge or assist others to challenge any Simple Memory Art, Inc. trademark or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to the Simple Memory Art, Inc. trademarks. Furthermore, you agree to follow reasonable trademark usage guidelines communicated by Simple Memory Art, Inc. from time-to-time. Any and all goodwill associated with the use of Simple Memory Art, Inc. Trademarks by you shall inure to the benefit of Simple Memory Art, Inc.. You agree that, as between you and Simple Memory Art, Inc., Simple Memory Art, Inc. owns all right, title and interest (including without limitation all copyright, trade secret and other intellectual property rights) to the Products. Risk of loss shall transfer to you from Simple Memory Art, Inc. at the point where Simple Memory Art, Inc. delivers the goods to a common carrier of its choice.

D. Product Purchase. Terms of payment are within Simple Memory Art, Inc.'s sole discretion. Unless otherwise specified by Simple Memory Art, Inc. in writing, Simple Memory Art, Inc. shall ship the applicable Products to you within 10 business days after receiving full payment therefor. Invoices are due and payable within the time period noted on the invoice, measured from the date of such invoice. In the event of late payment, you agree to pay interest on all past-due sums at the highest rate allowed by law as well as Simple Memory Art, Inc.'s costs of collection, including the reasonable fees of its attorneys. Inventory will not be placed on hold for vendors, and such requests will not be accepted. Vendor's requests that we hold inventory are viewed only as requests and will not be deemed to be a contractual agreement.

E. Taxes. The parties agree that payment of any taxes levied on Products shall be your responsibility (including, without limitation, federal, state, local, use or similar taxes), and you shall report and pay such taxes to the appropriate taxing authority as required by law. You agree to hold Simple Memory Art, Inc. harmless from all claims and liability arising from your failure to report or pay any such taxes.

F. Marketing Materials; Compliance with Law. All of your marketing, sales and distribution efforts under this Agreement shall be in compliance with marketing, sales and distribution policies and procedures established by Simple Memory Art, Inc., including, without limitation, the use of such marketing materials as have been pre-approved in writing by senior officers of Simple Memory Art, Inc.. You shall be solely responsible for compliance with any and all laws, rules and regulation applicable to your activities under this Agreement.

G. Confidential Information. You agree to treat as confidential all business and technical information supplied or disclosed to you by Simple Memory Art, Inc. in connection with the Products ("Confidential Information"). You shall not disclose such Confidential Information to any third party and shall use such Confidential Information only in connection with the sale of the Products hereunder. Such Confidential Information shall remain the property of Simple Memory Art, Inc., and upon Simple Memory Art, Inc.'s request, you shall return to Simple Memory Art, Inc. or destroy all Confidential Information. Your obligations under this Paragraph G will survive for a period of three years from the date of your last sale of a Simple Memory Art, Inc. Product and will bind your representatives, successors and assigns, if any; provided, however, that such obligations will terminate with respect to any Confidential Information which becomes available for unrestricted public use through no fault of yours.

H. Repair. You shall be solely responsible for all returns of defective Products to your customers. Simple Memory Art, Inc. shall provide such number of replacement Products, training and other cooperation as shall be reasonably requested by you to perform your obligations hereunder. If you are unable to replace the defective Products after using best efforts to do so, and such defect is reported to Simple Memory Art, Inc. by you or the end-user within thirty days of the sale of the Product to such end-user (or such longer period as may be required under the laws of the jurisdiction in which the sale to the end-user was made) then Simple Memory Art, Inc. may, at its sole option, replace such defective Product, without charge, or return the price for such defective Product paid by you to Simple Memory Art, Inc.. The remedy is void if failure of the product is (1) the result of occurrences during shipment, (2) caused by the use or operation of Products in a manner or environment other than that intended or recommended by Simple Memory Art, Inc., or (3) caused by modifications not made by Simple Memory Art, Inc..

I. Warranty & Liability. EXCEPT AS SET FORTH IN PARAGRAPH H, SIMPLE MEMORY ART, INC. MAKES NO OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL SIMPLE MEMORY ART, INC. BE LIABLE TO BUYER OR ANYONE ELSE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, USE, OR GOODWILL ON A CONTRACT, TORT, OR OTHER LEGAL THEORY. SIMPLE MEMORY ART, INC.'S AGGREGATE LIABILITY SHALL BE LIMITED TO THE PURCHASE PRICE OF PRODUCTS SOLD UNDER THE APPLICABLE PURCHASE ORDER.

J. Force Majeure. Simple Memory Art, Inc. will not be liable for delays in delivery or non-delivery in the event of an act-of-god, action by any government or quasi-governmental entity, fire, flood, insurrection, riot, explosion, embargo, strikes whether legal or illegal, labor or material shortage, transportation interruption of any kind, work slow-down, failure or delay on the part of Simple Memory Art, Inc.'s vendors or contractors or any other condition beyond the control of Simple Memory Art, Inc. affecting production or delivery in any manner.

K. Miscellaneous. These Standard Terms constitute the entire agreement between the parties and supersedes any prior or inconsistent agreements, negotiations, representations and promises, written or oral, regarding the subject matter hereof. No modification, course of conduct, amendment or waiver of any provision shall be binding upon the parties unless made in writing and duly signed by both parties. These Standard Terms shall be interpreted and construed in accordance with the laws of the State of California, without regard to conflict of laws principles. Each party irrevocably consents to the exclusive jurisdiction of the State and Federal courts sitting in San Francisco County, California. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal or unenforceable for any reason, such determination shall not affect the remainder of this Agreement, and such remainder shall remain in full force and effect.

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