Product Design Approval and Sales Agreement Disclosure

PRODUCT DESIGN APPROVAL AND SALES AGREEMENT

 

This Product Design Approval and Sales Agreement (the “Agreement”) is entered into on date of signed proof.

 

WHEREAS, the Customer has engaged the Company, Beyond Paper & Ink, to design and/or assist in the creation of the product(s) specified above (the “Product(s)”);

 

WHEREAS, the Customer has reviewed and approved the final design of the Product(s); and

 

WHEREAS, the Customer desires to sell the Product(s) on the Company’s e-commerce platform (the “Website”);

 

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

 

1. PRODUCT DESIGN APPROVAL

 

1.1 Approval of Design: The Customer acknowledges and agrees that they have thoroughly reviewed and approved the final design of the Product(s) as presented by the Company. The Customer confirms that the design meets all their requirements and specifications.

 

1.2 Finality of Design: The Customer understands and agrees that the approved design is final. Any requests for alterations, modifications, or changes to the design following the Customer’s approval shall be subject to additional fees and may impact the delivery timeline. The Customer assumes all responsibility for the design’s accuracy, completeness, and functionality.

 

1.3 Waiver of Liability: The Customer releases the Company from any liability arising from defects, errors, or omissions in the design that are identified after the design approval. The Customer assumes all risk associated with the use and application of the design.

 

2. SALES AGREEMENT

 

2.1 Authorization to Sell: The Customer hereby grants the Company a non-exclusive, worldwide license to market, promote, and sell the Product(s) on the Website.

 

2.2 Rights and Warranties: The Customer further warrants that the Product(s) do not infringe on any third-party intellectual property rights.

 

2.3 No Guarantee of Sales: The Customer acknowledges that Beyond Paper & Ink does not guarantee any specific sales volume, profit margin, or other performance metrics in connection with the sale of the Product(s) on the Website.

 

3. INDEMNIFICATION

 

3.1 Indemnification by Customer: The Customer agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees, arising out of or related to (i) the sale of the Product(s) on the Website, (ii) any breach of this Agreement by the Customer, or (iii) any infringement of third-party rights by the Product(s).

 

4. LIMITATION OF LIABILITY

 

4.1 Limitation: In no event shall the Company be liable to the Customer or any third party for any indirect, incidental, consequential, special, punitive, or exemplary damages (including, without limitation, loss of profits, loss of business, or loss of data), even if the Company has been advised of the possibility of such damages.

 

4.2 Cap on Liability: The Company’s total cumulative liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Customer to the Company under this Agreement.

 

5. GOVERNING LAW AND DISPUTE RESOLUTION

 

5.1 Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Pennyslvania, without regard to its conflicts of laws principles.

 

5.2 Dispute Resolution: Any disputes arising out of or related to this Agreement shall be resolved exclusively in the state or federal courts located within Erie County, Pennsylvania. The parties hereby consent to the personal jurisdiction of such courts.

 

6. DIGITAL SIGNATURE

 

A DIGITAL SIGNATURE on a proof, takes an Effective Date of the date the proof and terms was signed and agreed to.