Authorized Reseller Agreement - Terms & Conditions of Sale

By participating in the Terra Traditions Authorized Reseller Program, Reseller acknowledge that "Reseller" have read, understood, and agree to be bound by these Terms and Conditions.

Eligibility

The Terra Traditions Authorized Reseller Program (the "Program") is open to companies who have registered with Terra Traditions, Inc. ("Terra Traditions") to be part of this Program and have been qualified by Terra Tradition to participate. Once Reseller have registered as a member of the Terra Traditions Authorized Reseller Program and been qualified, Reseller will be provided with wholesale pricing information and be eligible to purchase Terra Traditions products at wholesale and resell them.

Application

Reseller shall fill out in full the required "Registration Form" provided for in Terra Traditions' wholesale website section. It is understood that upon submission, Reseller is giving full right to Terra Traditions, to verify and inquire on the authenticity and veracity of any or all information provided for by the Reseller.

All submitted registration is subject to Terra Traditions' approval and Terra Traditions reserve the right to approve or reject Reseller's application. Upon the option of Terra Traditions, a rejected registration application may be reconsidered if found appropriate.

Reseller Appointment

Subject to these Reseller program terms and conditions, Terra Traditions appoints Reseller as a non-exclusive authorized reseller ("Reseller") of Terra Traditions products listed on the Wholesale Price List ("Price List"). As a Reseller, Reseller may purchase Terra Traditions products pursuant to these terms and conditions for (i) resale to Customers, or (ii) demonstration or evaluation purposes only. For purposes of this agreement, Customer means an entity or person who purchases Terra Traditions Products from Reseller. Without limiting the generality of the foregoing, Reseller must not use for reselling: i) group email addresses, ii) email mailing lists, or iii) Reseller. Reseller may not use "spam" techniques to reach potential Customers.

Reseller Obligations

Reseller shall use commercially reasonable efforts to market Terra Traditions Products as part of Reseller's standard offerings.

Reseller shall not sell Terra Traditions products below the suggested MSRP (Manufacturer's Suggested Retail Price). Any other forms of discount below the MSRP price or freebie situations must be authorized by Terra Traditions.

Reseller shall not sell items on any Internet auction website such as eBay or similar website.

Reseller shall notify Terra Traditions of all store locations, including Internet websites, where Reseller is selling the Terra Traditions brand of products.

Reseller may use the Terra Traditions logo, on request and upon approval by Terra Traditions. See section on Intellectual property, below.

Reseller shall make no warranty or other performance guarantee applicable to Terra Traditions. Reseller shall be liable for warranties and/or guarantees made that were not authorized by Terra Traditions.

Internet Application & Restrictions

Reseller may sell Terra Traditions products on Authorized Reseller's website.

Products sold online shall be restricted to products sold at the Reseller's retail store with available stock for each item sold online. All published images of Terra Traditions' products must be shown and pictured in full (not solely the image) on the Reseller's web site.

Reseller shall not use any images directly from the hard copy or Internet copy of the Terra Traditions "catalog of images" which is copyrighted by Terra Traditions.

Reseller may allow clients to view the complete image selection catalog of images, on the Terra Traditions website at http://www.terratraditions.com

The public catalog of images of the Terra Traditions website may be used by the Reseller to show the Terra Traditions catalog to the Reseller potential customer.

The terra Traditions website is selling only to authorized Resellers.

Reseller may request to be listed on the retail locations page of the Terra Traditions website, in order to provide Reseller's shop location, contact information and/or link to the authorized Reseller website. All submitted registration is subject to Terra Traditions' approval and Terra Traditions reserve the right to approve or reject Reseller's listing request.

Price and Payment

Prices for Terra Traditions Products will be made available in Terra Traditions Wholesale Price Lists to qualified Resellers. Terra Traditions will notify Reseller of changes in prices for Terra Traditions Products and the basis therefore. Notwithstanding the foregoing, Terra Traditions may change the commercial list prices for the Terra Traditions Products upon thirty (30) days notice. Any price change shall apply to purchase orders placed after the expiration of the thirty (30) days notice period. Reseller shall determine the price at which it resells the Terra Traditions Products to its Customers.

Reseller shall acquire Terra Traditions Products by placing orders with Terra Traditions (in a form approved by Terra Traditions). Terra Traditions will acknowledge receipt and reserves the right to reject any order.

All pricing is stated in U.S. dollars and all payments are to be made in U.S. dollars. All prices for Reseller Terra Traditions Products are exclusive of taxes.

Ordering and Order Confirmation

All orders submitted are subject to initial confirmation by Terra Traditions through a Proforma Invoice. Proforma Invoice shall indicate all relevant information as provided for by both Terra Traditions and Reseller and the same is to be forwarded through email or fax to the Reseller for his confirmation.

Terra Traditions shall not be liable to any and all error in order instructions or details provided for by Reseller.

Terms and Termination

These Terms and Conditions and the rights granted hereunder shall continue until terminated as set forth below.

Terra Traditions may terminate for convenience Reseller's participation in the Program at any time without cause upon fourteen (14) days written notice to Reseller.

Reseller may terminate for convenience Reseller's participation in the Program at any time without cause upon fourteen (14) days written notice to Terra Traditions.

In the event Reseller is in breach or default of any of the material Terms or Conditions of this Program, and has not taken steps to cure such breach or default within ten (10) days after the receipt of written notice from Terra Traditions, then in addition to all other rights and remedies at law, in equity or otherwise, Terra Traditions shall have the right to terminate Reseller's participation in the Program without further charge, obligation or liability whatsoever. Regardless of the type of termination, Reseller will immediately return all unsold products to Terra Traditions, at Resellers' expense. Terra Traditions will issue a refund to Reseller for all returned products.

Tax Implications

Reseller acknowledges and agrees that it is the responsibility and obligation of the Reseller to report as income all compensation received under this agreement and pay all applicable taxes on that income.

Reseller also acknowledges that Terra Traditions is obligated to charge and collect all applicable sales tax on purchases Reseller makes until Reseller provides a valid resale certificate to Terra Traditions.

Personnel

Each party shall have responsibility for all acts and omissions of their respective personnel performing its obligations under these Terms and Conditions.

Neither party shall have any obligation for any employee-related benefits applicable to the other Party's personnel performing services under this Program. Each Party shall withhold their employees' portion of FICA and withholding income for federal and state income tax purposes to the extent required by law.

Intellectual Property

Except for the rights expressly granted herein, these Terms and Conditions do not transfer any intellectual property rights from one party to the other, and each party shall retain all right, title and interest in and to its intellectual property rights. No intellectual property (such as trademarks, copyrights and other trade secrets) shall be used by Reseller in any way not in accordance with this agreement or with the express written permission of Terra Traditions.

This section will survive the termination of this Program.

Warranties

Each party warrants that it has full power and authority to enter into and perform under this Program and that the person registering for this Program has been properly authorized to do so. Each Party further warrants that it will perform all activities it undertakes in this Program with due care and skill.

TERRA TRADITIONS MAKES NO WARRANTIES OF ANY KIND IN REGARDS TO ITS PRODUCTS, EXCEPT FOR THOSE FOUND IN THIS AGREEMENT.

THE WARRANTIES IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

This section will survive the termination of this Program.

Indemnification

Reseller will indemnify and hold Terra Traditions and its affiliates, its employees and agents harmless from and against any and all claims, including Customer claims, liabilities, losses, damages, and causes of action (i) arising out of the acts or omissions of Reseller in the performance or nonperformance under this Program; (ii) based upon or relating to any express or implied modifications of the Terra Traditions Product specifications without the prior written consent of Terra Traditions.

Limitation of Liability

TO THE FULLEST EXTENT PERMITTED AT LAW, NEITHER TERRA TRADITIONS NOR ANY OF ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS RESELLER PROGRAM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; LOSS OF OR DAMAGE TO PROPERTY; AND CLAIMS OF THIRD PARTIES.

This section will survive the termination of this Program.

Confidentiality

Terra Traditions guarantees to protect Reseller information shared with Terra Traditions from unauthorized access or disclosure. The Terra Traditions website uses a secure server (SSL) to encrypt all of Resellers information. Reseller is responsible for maintaining confidentiality of the Reseller account and password and for restricting access to the Reseller computer. Reseller agrees to accept responsibility for all activities that occur under the Reseller account or password.

Non-Disclosure and Limitation of Use of Confidential Information. Reseller shall keep confidential and not use, copy or disclose, directly or indirectly, to any third party any Confidential Information without the prior written consent of a duly authorized officer of Terra Traditions. Reseller shall use the Confidential Information solely in connection with the Reseller Program. All Confidential Information shall be and remain the property of Terra Traditions. Reseller shall deliver to Terra Traditions upon completion or termination of the Reseller Program, all Confidential Information in Reseller's possession or control, directly or indirectly, in whatever form it may be.

Confidential Information. For the purposes of this Reseller Program, the term "Confidential Information" shall include, without limitation, all trade secrets and all other information and material that relates or refers to the plans, policies, finances, corporate developments, products, pricing, sales, services, procedures, intra-corporate transactions, suppliers, prospects and customers, as well as financial information relating to such suppliers, prospects and customers, and any other similar Confidential Information and material which Terra Traditions does not make generally available to the public.

Exceptions. Information will not be deemed Confidential Information hereunder if such information: (i) is known to Reseller prior to receipt from Terra Traditions directly or indirectly from a source other than one having an obligation of confidentiality to Terra Traditions; (ii) becomes known (independently of disclosure by Terra Traditions) to Reseller directly or indirectly from a source other than one having an obligation of confidentiality to Terra Traditions; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Reseller Program's Terms and Conditions by Reseller; or (iv) is independently developed by Reseller.

Continuing Obligation. Reseller obligations under this Reseller Program's Terms and Conditions with respect to confidentiality, non-disclosure and limitation of use of Confidential Information shall survive termination of Reseller participation in the Program.

Remedies for Noncompliance

If Terra Traditions determines in its sole discretion that Reseller have not complied with these Terms and Conditions, it may, in addition to any other rights and remedies it may have against Reseller, immediately and without notice to Reseller, withdraw all benefits to Reseller and Reseller's Customers under this Reseller Program, including, without limitation, by canceling or declining any and all orders placed or to be placed by Reseller in connection with this Program.

Independent Contractor

Nothing contained in these Terms and Conditions shall be deemed or construed as creating a joint venture or partnership between the Reseller and Terra Traditions. Neither party is authorized as an agent, employee or legal representative of the other party. Except as specifically set forth herein, neither party shall have the power to control the activities and operations of the other and their status is, and at all times will continue to be, that of independent contractors. Neither party shall have any power or authority to bind or commit the other.

Assignment

Reseller may not assign Reseller's rights or obligations under these Terms and Conditions, either in whole or in part, without the prior written consent of Terra Traditions, said consent not to be unreasonably withheld, and any attempted assignment or delegation without such consent will be void.

Notice

Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, confirmed by facsimile, or mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the address of the receiving party. Such notice will be deemed to have been given as of the date it is delivered, mailed, faxed or sent, whichever is earlier. Terra Traditions will also include email as an acceptable notice format, and it is Reseller obligation to keep all Reseller contact information up to date with Terra Traditions.

Severance

If any provision of these Terms and Conditions is held to be invalid, such invalidity will not affect the remaining provisions.

Governing Law

These Terms and Conditions will be interpreted, construed, and enforced in all respects in accordance with the laws of the State of California, without giving effect to any principles of conflicts of laws. Reseller hereby irrevocably consents and submits to the nonexclusive personal jurisdiction of the state and federal courts within Central District of California for the purposes of litigating any such action.

Variation of Terms and Conditions

These Terms and Conditions may be amended or modified by Terra Traditions in its sole discretion at any time. Any such amendments will be posted to this page, and it is Reseller's responsibility to review this page from time to time for such amendments. Continued placement of orders will be deemed acceptance of the amendment(s) as posted.

Entire Agreement

These Terms and Conditions represent the entire agreement between Reseller and Terra Traditions with respect to the Reseller Program.

Created on September 10, 2005

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