ArtboyGrafix

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Part I: Buyer-Seller Agreement

1. Henceforth ArtboyGrafix and its authorized agents and/or representatives shall be referred to as "ArtboyGrafix". The purchaser of digital artwork files and any other "work product" from ArtboyGrafix shall henceforth be referred to as "you" or "the purchaser" or "the buyer" and is defined as the person and or corporation listed on the original job request form submitted to ArtboyGrafix or the person placing the job request if the job request was submitted by email, telephone, fax or any means other than the job request form at ArtboyGrafix.

2. The purchaser of digitally prepared art files agrees that ArtboyGrafix's standard payment terms are due at the time of the requested services. Open account clients' standard payment terms are net fifteen (15) days from the date of the first artwork proof or final file transfer/delivery, whichever is first, or net fifteen (15) days from the date of the invoice, whichever is earlier, regardless of terms the purchaser may have established with any thrid parties, customers or end-user(s). All invoices are considered past due after such date.

3. No other credit terms or condition(s) of purchase orders supercede or, amend from, the terms of this Buyer-Seller agreement unless mutually agreed on in writing by both parties.

4. If any invoices are not paid within the term period, the purchaser agrees to pay all unpaid past due invoice balances WITH INTEREST, PLUS A PAST DUE FEE OF 10% OF THE ORIGINAL INVOICE AMOUNT (not including interest charges, if any). The ANNUAL RATE OF INTEREST IS NOT TO EXCEED 1 1/2% PER MONTH (18% PER ANNUM) OR THE HIGHEST RATE PERMITTED BY APPLICABLE LAW, WHICHEVER IS LESS.

5. The purchaser agrees to pay a service charge of $40.00 for each payment transaction that is returned or charged back to ArtboyGrafix.

6. For any invoice not paid on demand, the purchaser agrees to pay all reasonable attorney fees, court costs or any other collection expense and further agrees that South Carolina law will govern any dispute, without resort to the conflict of law principles of such state.

7. All claims or adjustments from invoiced amounts must accompany invoice payment and be detailed in writing. ArtboyGrafix will not allow any claims for deductions more than forty-five (45) days after the date of the file delivery, other than as applicable under the "USABILITY GUARANTEE" described below.

8. The buyer agrees to pay a "KILL FEE" of 20 percent of the agreed-upon total price for any job which the buyer cancels prior to viewing the first proof of artwork, but after ArtboyGrafix has initiated work in good faith on the job following the buyer's submission of a job request. After viewing the first artwork proof, the buyer is obligated to pay the entire quoted price for the job whether or not the buyer cancels the job request. The buyer may not cancel the job after taking posession of digital artwork files from ArtboyGrafix. By accepting digital art file(s) or any "work product" from ArtboyGrafix, the buyer is accepting full and sole responsibility to pay the quoted and agreed-upon price for the job in its entirety, as per the terms listed above in this AGREEMENT. No usability guarantee is offered on cancelled jobs. Only the buyer may cancel a job request.

Part II: Disclaimers & Representations

1. INTELLECTUAL PROPERTY RIGHTS - All ownership and title rights pertaining to the "work product" or business process, are owned by ArtboyGrafix. The purchaser agrees to treat the digital art files and all delivered "work product" like any other copyrighted material. Furthermore, all ownership, title and intellectual property rights in and to the content which may be contained through the use of the delivered digital art files and other "work product" may be the property of the respective content owner, and may be protected by copyright or other intellectual property laws and international treaties.

2. RESERVATION OF RIGHTS - ArtboyGrafix reserves all rights not expressly granted to the purchaser and/or legal owner(s) of the content of the digital art files and other "work product," including but not limited to the right to use "work product" for purposes of self-promotion to the extent not expressly restricted by copyright or other intellectual property laws and international treaties.

3. APPLICABLE LAW - Representations are governed by the laws of the State of South Carolina without regard to its choice of law provisions.

4. USABILITY GUARANTEE - For artwork files which ArtboyGrafix has offered a "usability guarantee," the buyer is entitled as sole remedy, at the discretion of ArtboyGrafix, either 1) modification of the construction of the artwork file in a manner to render it suitable for use for the intended print, imprint or display technology, at no cost whatsoever to the buyer, or 2) a refund of the purchase price of the artwork file if it, the purchase price, has already been received by ArtboyGrafix. No remedy or guarantee of fitness for any use is offered for artwork files for which ArtboyGrafix has not yet received payment.

ArtboyGrafix offers this usability guarantee only on artwork files for which the purchaser has stated an intended use in advance of artwork construction by ArtboyGrafix, and for which the customer or its printer or authorized agent has accurately supplied the following information regarding the artwork file's intended use: a statement of the intended use, imprint or display method, imprint area or display size and resolution, imprint substrate (the physical item the artwork will be printed on) if any, number of colors, color method of imprint or display, the end-user/printer/displayer's contact information, and any other necessary information required by ArtboyGrafix which would materially affect construction of the artwork file in a fit manner for the stated use. No guarantee of fitness for any use is offered if any or all of the aforementioned information is not provided accurately to ArtboyGrafix prior to initial construction of the artwork file(s).

"Fitness for use" and "usability" are defined as the ability of a printer to generate as output a reasonably precise and legible facsimile of the artwork contained in the artwork file, without an unreasonable amount of modification of the artwork file being required to do so beyond the normal preparation of the artwork file for use in the same or similar printing process or display technology. "Fitness for use" and "usability" specifically exclude typographical or other errors of content within the artwork file, visual style of the artwork or any subjective measurement of quality of the artwork. Claims against this guarantee must be made in writing by the purchaser and supported in writing by the end-user/printer/displayer, and must contain a specific and reasonable claim of unfitness. Claims against usability must be received by ArtboyGrafix no later than ninety (90) days from the date of artwork file delivery. Any guarantee of usability or fitness for use which has been granted according to the terms herein shall expire ninety (90) days from the date of delivery of the artwork file, whether or not any attempt has been made by the purchaser or the purchaser's printer to use the artwork file in any manner during that period.

5. DISCLAIMER OF FURTHER WARRANTIES - To the maximum extent permitted by applicable law, ArtboyGrafix provides print-ready digital art files AS IS AND WITH ALL FAULTS, and hereby expressly disclaims all warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties or conditions of merchantability, fitness for a particular purpose except as is covered under the "USABILITY GUARANTEE" above, lack of viruses or other malicious computer code, accuracy or completeness of responses, results, lack of negligence and lack of workmanlike effort, all with regard to the digital art file(s) product(s). THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT, WITH REGARD TO THE DIGITAL ART FILE(S) PRODUCT(S). THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE DIGITAL ART FILE(S) PRODUCT(S), REMAINS WITH THE PURCHASER.

The Purchaser is buying finished, print-ready digital artwork files. Working files, master editable copies, commercial fonts, and all other software, tools, resources, and assets used in the construction of those finished files remain the property of ArtboyGrafix or their respective legal owners and are not part of the product being purchased, unless other mutually-agreeable terms or arrangements are clearly stated and approved by ArtboyGrafix.

6. EXCLUSION OF DAMAGES - TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ArtboyGrafix BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER.

7. LIMITATION OF LIABILITY AND REMEDIES - Notwithstanding any damages that the purchaser might incur for any reason whatsoever, the foregoing limitations, exclusions and disclaimers shall apply only to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.