| Regimages Vendor Agreement |
| This License Agreement (this "Agreement") is made effective upon acceptance of this agreement between the IMAGE DESIGNER ("DESIGNER") and Regimages, Inc. ("DISTRIBUTOR"), 3663 Robinson Fresno, CA 93722 USA . THE DISTRIBUTOR and DESIGNER agree as follows:
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| Grant of License |
| In accordance with this Agreement, the DESIGNER grants DISTRIBUTOR a
worldwide, non-exclusive license to resell the submitted PRODUCT (S) pursuant to this Agreement. |
| Rights and Responsibilities of DESIGNER |
1. Records: DISTRIBUTOR will present accurate records of all sales of DESIGNER
PRODUCT(S) to DESIGNER no more than 24 hours after monies have been collected for PRODUCT(S).
2. Payments. DISTRIBUTOR will remit to DESIGNER the US Dollar price of
PRODUCT(S) less posted commissions and fees for all PRODUCT(S) sold by
DISTRIBUTOR.
3. Commission Rate. The DISTRIBUTOR’(S) commission rate will be determined by Designer's products prices, See page bottom Commission Rate table
4. Payment Timing. Payment will be made on the first business day following the 14th for the previous month’s sales unless otherwise noted in this agreement
5. Refunds. In the event of a refund DISTRIBUTOR will credit no more than the
purchase price in the currency of purchase to the end user. The DISTRIBUTOR will then deduct the full US Dollar purchase price less DISTRIBUTOR commissions from the DESIGNER’S account. DISTRIBUTOR has the right to refund any fraudulent or other order that the DISTRIBUTOR has reason to believe will result in a chargeback of the purchase. DISTRIBUTOR reserves the right to make the final decision in regards to refunds.
6. Chargebacks. DISTRIBUTOR will deduct the full US Dollar purchase price less
DISTRIBUTOR commissions from the DESIGNER’S account in the event of a
chargeback.
7. Chargeback Reserve. DISTRIBUTOR will have the right to hold funds sufficient to
cover chargebacks for no more than 90 days in the event of termination.
8.Product Listing. DISTRIBUTOR may refuse to resell any PRODUCT(S) at
DISTRIBUTOR’S discretion.
9. Right to Market. DISTRIBUTOR has the right to distribute PRODUCT(S)) and to
use DESIGNER’S company and PRODUCT’(S) names, logos, and images for
marketing purposes. This right shall extend beyond the termination of this agreement for a reasonable time to allow DISTRIBUTOR to remove references in existing and inprocess marketing material of DESIGNER’S PRODUCT(S) and company.
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| Termination |
1. The DESIGNER can terminate this agreement at any time by sending notice to
DISTRIBUTOR and removing PRODUCT(S) through the administrative interfaces
provided by DISTRIBUTOR to DESIGNER.
2. The DISTRIBUTOR can terminate this agreement at any time by disabling the sale of PRODUCT(S) and removing DESIGNER’S login to the administrative interfaces provided by DISTRIBUTOR to DEVELOPER.
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| Amendment |
DISTRIBUTOR reserves the right to amend this contract in full or in part. Notice will be given a minimum of 30 days prior to the amended contract taking effect. A
DESIGNER will be considered to have accepted the modified agreement if the
DESIGNER has not terminated the relationship with DISTRIBUTOR within the
notification period.
DISTRIBUTOR warrants that it shall not modify image(s) or any portion thereof
without Owner’s prior consent. DISTRIBUTOR hereby acknowledges that
DESIGNER is the owner, and shall have all right, title, and interest to the image,
including all copyrights and all other intellectual property rights relating to it unless
otherwise noted in this agreement (see Rights and Responsibilities of DISTRIBUTOR,Right to Market).
DISTRIBUTOR does not make any warranties with respect to the use, sale, or other
transfer of the Image(s). In no event will the DISTRIBUTOR be liable for direct,
indirect, special, incidental, or consequential damages, that are in any way related to the Image(s). DISTRIBUTOR assumes no liability for disruptions of its website portal or administrative interface for any reason, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, extreme or severe weather conditions or any other causes in the nature of "Acts of God" or force majeure.
DESIGNER warrants that it is sole and exclusive owner of all right, title, and interest
in the Image(s), including any intellectual property interests; DESIGNER further
warrants that DISTRIBUTOR’S performance under this Agreement does not infringe
upon the intellectual property rights of any third party;
DESIGNER warrants that the images(s) do not violate and are in compliance with all applicable laws, rules, regulations and other obligations and restrictions imposed by governmental bodies and covenants that DESIGNER shall at all times refrain from engaging in any illegal, unfair or deceptive trade practices; DESIGNER further warrants that it has the right and power to enter into this Agreement and that there are no other agreements with any party in conflict with such grant.
DESIGNER further warrants Image(s) to be free of defects in material and in
workmanship and that it will enter into an agreement with each of its paying customers expressly disclaiming all express and implied warranties to customers, expressly limiting such party’s damages for any reason to the purchase price paid for the Image(s) by the customer only, and with full indemnity from each customer to such party against any illegal or injurious activities by such customer through use of Image(S).
Both parties further warrant that all marketing activities conform to all applicable laws and common internet standards regarding the usage of email and other internet protocols.
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| Indemnity |
DESIGNER hereby agrees to hold harmless and indemnify DISTRIBUTOR and its
officers, directors, partners, affiliates, agents, and controlling persons from and against all claims, actions, proceedings, judgments, losses, liabilities, costs and expenses (including reasonable attorney fees) arising from (1)DESIGNER’S incorrect maintenance or compilation of data, copyright, trademark, service mark, or patent or other proprietary right infringement, action or omission; (2) any breach or alleged breach by DESIGNER of any of its representations, warranties or covenants in this Agreement; or (3) the content, quality or performance of the Image(S) or any warranty, return, support,maintenance of other obligations related to the Image(S).
DISTRIBUTOR hereby agrees to hold harmless and indemnify DESIGNER and its
officers, directors, partners, and controlling persons from and against all claims, actions, proceedings, judgments, losses, expenses (including reasonable
attorney fees) arising from any breach or alleged breach by DISTRIBUTOR of any of its representations, warranties or covenants in this Agreement.
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| Assignment |
| Either party may assign any right, duty, or obligation under this Agreement, without the prior approval of the other party, to any parent, affiliate, or subsidiary of the party, or to any successor of all or substantially all of its business and assets, whether by merger,consolidation, sale of all or substantially all of the assets of the party, or otherwise. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.
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| Language |
| For the purposes of interpretation, the English language version of this contract controls.Any party translating this contract into a foreign language assumes the risk that the translated contract may not accurately convey the meaning of this contract or any section of it. Time is of the essence in this Agreement.
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| Waiver of rights |
| The failure of either party to enforce any provision of this Agreement shall not be
construed as a waiver or limitation of that party’s right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
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| Exhibit A: Regimages standard commissions: |
| Sales Price: | Commission (% of Sales Price): |
| $0 - $9.99 | 50% |
| $10 - $49.99 | 45% |
| $50 - $99.99 | 40% |
| $100 - $199.99 | 35% |
| $200 - $499.99 | 30% |
| $500- $999.99 | 25% |
| $1000 - $1499.99 | 20% |
| $1500 and above | 15% |
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