RICHARDS GRAPHIC COMMUNICATIONS, INC.
RICHARDS NETWORK SOLUTIONS, INC.
(applicable entity referred to below as “RICHARDS”)

SALE OF GOODS AND SERVICES

1. Quotation – A quotation for goods or services not accepted within thirty (30) days after date of quotation, is subject to review.

2. Orders – Orders regularly entered, verbal or written, cannot be cancelled except upon terms which will compensate Richards against actual loss.

3. Experimental Work – Experimental work, performed at the customer’s request, such as sketches, drawings, data, HTML, print, electronic or PDF files, plates, presswork and materials, will be charged for at current rates, and may not be used without written consent from Richards.

4. Creative Work – Designs, layouts and all pre-media work created or furnished by Richards, shall remain Richards’ exclusive property, and no use of same shall be made, nor any ideas obtained therefrom be used, except upon compensation, to be determined by Richards.

5. Condition of Files – Quotations are based on the receipt of files which are ready to preflight and output proofs, plates, or digital images. Files that deviate from this standard are subject to re-estimating and pricing review by Richards at time of submission of file, unless otherwise specified in estimate.

6. Input Data – Input data is defined as information which has been prepared in specialized form by Richards for the operation of data base, word processing, desktop publishing and all other computer and data processing technology. Input data produced by, or developed for Richards from customer manuscript or other media, as intermediate or permanent (data base) material used in the production of work, remains the property of Richards.

7. Software – Custom software, such as the web order storefront, JobMan, our workflow systems and output developed by Richards in order to produce work for a customer with software or hardware, are the property of Richards. No use shall be made of, or ideas taken from, such programs, analyses, materials and output without the express written permission, and only upon payment of just compensation to Richards.

8. Pre-Media Materials – Designs, digital files, or photographic images, HTML, printing plates and other items created by Richards shall remain Richards’ exclusive property, unless otherwise agreed to in writing.

9. Alterations – Alterations represent work performed in addition to the original specifications. Such additional work shall be charged at current rates and be supported with documentation upon request.

10. Proofs – Paper, HTML, Email, Beta Websites or PDF proofs shall be submitted for approval. A transmittal/proof page or email needs to be returned indicating “O.K.” or “O.K. with corrections”. If revised proofs are desired, request must be made when proofs are returned. Richards regrets any errors that may occur through production undetected, but cannot be held responsible for errors if the work is produced per customer’s O.K. Richards shall not be responsible for errors if the customer has not ordered or has refused to accept proofs, or has failed to return proofs with indication of changes, or has instructed Richards to proceed without submission of proofs.

11. Press Proofs – Unless specifically provided in Richards’ quotation, press proofs will be charged for at current rates. An inspection sheet of any form can be submitted for customer approval, at no charge, provided customer is available at the press during the time of make-ready. Any changes, corrections, or lost press time due to customer’s actions will be charged for at current rates.

12. Color Proofing – Because of differences in monitors, equipment, paper, ink, toners and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proofs and the completed job shall constitute acceptable delivery.

13. Overruns or Underruns – Overruns and underruns are not to exceed 10% on quantities ordered up to 10,000 copies and/or the percentage agreed upon above 10,000. Richards will invoice for actual quantity delivered within this tolerance, unless specified in the estimate. If customer requires guaranteed “no less than” delivery, percentage tolerance of overage must be doubled.

14. Customer’s Property – All customer’s property in Richards’ possession will be held for a period not less than one (1) year or until a request for such material(s) is made, or a written or verbal authorization to recycle is given. After one (1) year, authorization to destroy will be assumed unless instructions to the contrary are given. Richards will maintain fire, extended coverage, vandalism, and malicious mischief insurance on all property belonging to the customer, while such property is in Richards’ possession; Richards’ liability for such property shall not exceed the actual cost of said material.

15. Delivery – Unless otherwise specified, the price quoted is for a single shipment, without storage, F.O.B. Bellwood, IL. Estimates are based on continuous and uninterrupted delivery of complete order, unless specifications expressly state otherwise. Charges related to delivery from customer to Richards, or from customer’s supplier to Richards, are not included in any quotations unless specified. Special priority pick-up or delivery service will be provided at current rates upon customer’s request. Materials delivered from customer, or its suppliers, are verified with delivery ticket as to cartons, packages or items shown only. The accuracy of quantities indicated on such tickets cannot be verified until used, and Richards cannot accept liability for shortage based on supplier’s tickets. Title for finished work shall pass to the customer upon payment.

16. Production Schedules – Production schedules will be established and adhered to by customer and Richards, provided that neither shall incur any liability or penalty for delays due to state of war, riot, civil disorder, fire, strikes, accidents, action of Government, or civil authority and acts of God, or other causes beyond the control of customer or Richards. Additional rush charges may be added to the price quoted, if a faster delivery is required than originally estimated.

17. Customer Furnished Materials – Paper stock, digital files and other customer furnished materials shall be manufactured, packed and delivered to Richards’ specifications. Additional costs due to delays or impaired production caused by specification deficiencies shall be charged to the customer.

18. Terms – Payment shall be net thirty (30) days from date of invoice unless otherwise provided in writing. Past due accounts are subject to a service charge of 1-1/2% per month (18% per annum). Claims for defects, damages or shortages must be made by the customer in writing within a period of one (1) year after delivery. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions and specifications. Richards’ liability shall be limited to stated selling price of any defective goods. As security for payment of any sum due or to become due under terms of any Agreement, Richards shall have the right to retain possession of and shall have a lien on all customer property in Richards’ possession including work in process and finished work. The extension of credit or the acceptance of notes, trade acceptances or guarantee of payment shall not affect such security interest or lien.

19. Warranties – Customer represents and warrants that customer has the power and authority to enter into and perform its obligations to Richards; Customer Content does not and will not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right; customer owns the Customer Content or otherwise has the right to place the Customer Content on the website (if applicable); and customer has obtained any authorization necessary for hypertext links from the website to other third party websites (if applicable).

20. Disclaimer of Warranties – RICHARDS MAKES NO WARRANTIES TO CUSTOMER, AND RICHARDS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

21. Indemnification – Customer will indemnify and hold harmless Richards, its directors, officers, employees, representatives and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that if true, would constitute a breach of any of customer’s representations, warranties, or obligations; arises out of the negligence or willful misconduct of customer; or any of the customer content or other material supplied by customer infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, libel and slander, patents, copyrights, trademarks, trade secrets, and/or licenses.

22. Limitation of Liability – Customer’s sole remedy for any conduct or failure to act on the part of Richards is limited to cancellation of customer’s order. Richards will not have any monetary liability to customer. RICHARDS WILL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE ANY WEBSITE OR CUSTOMER’S DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. RICHARDS WILL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF RICHARDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF RICHARDS TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO RICHARDS BY CUSTOMER UNDER THIS AGREEMENT DURING THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

23. Force Majeure – Except for the payment of fees by customer, if the performance of any part of this Agreement is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.

24. Governing Law – These terms and conditions will be governed in all respects by the laws of the State of Illinois without regard to its conflict of laws provisions, and customer agrees that the sole venue and jurisdiction for disputes arising out of its business relationship with Richards will be the appropriate state or federal court located in Chicago, Illinois, and customer submits to the jurisdiction of such courts.

25. Taxes – All amounts due for taxes and assessments will be the responsibility of the customer. Nonprofit customers must supply a tax exemption certificate.

WEB HOSTING

26. Web Hosting Services – Richards agrees to provide Customer with the web hosting services described on Richards’s invoice to Customer (“Services”). Richards is not responsible for providing any other services or performing any other tasks for Customer.

27. Content – Customer will provide to Richards all materials comprising its website, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text (“Customer Content”), which will be in a correct format, including HTML format. The Customer Content will be properly adapted and translated by Customer for posting to the Richards server (“Richards Server”) so that Customer’s website may be accessed via the Internet.

28. Availability of Website – In the event of any loss or interruption of Services, Customer’s sole and exclusive remedy will be termination of the Services, and Richards’s sole and exclusive liability for any loss or interruption of Hosting Services will be limited to a refund of any prepaid fee for Services not yet provided, not to exceed one month.

29. License and Proprietary Rights – (a) Customer Content will remain the sole and exclusive property of Customer. Except as provided in these terms and conditions, nothing will be construed to grant Richards any ownership right in, or license to, the Customer Content provided by Customer to Richards. Customer hereby grants to Richards a non-exclusive, worldwide, royalty-free license to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use Customer Content as necessary to render the Services to Customer.

(b) Proprietary Right of Richards. All materials, including computer software (in object code and source code form), data or information developed or provided by Richards , and any know-how, methodologies, equipment, or processes used by Richards to provide the Services to Customer, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto (collectively “Richards Materials”) will remain the sole and exclusive property of Richards. To the extent that ownership of the Richards Materials does not automatically vest in Richards, Customer agreed to transfer and assign to Richards all rights, title and interest which Customer may have in and to the Richards Materials. Customer acknowledges and agrees that Richards is in the business of hosting websites, and that Richards will have the right to provide to third parties services which are the same or similar to the Services, and to use or otherwise exploit any Richards Materials in providing such services.

30. Confidentiality – Each of Richards and Customer agrees that during the time in which Services are provided, information that is confidential or proprietary may be disclosed, including, but not limited to, software, technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, product and business plans, advertising revenues, usage rates, advertising relationships, projections, and marketing data (“Confidential Information”). Confidential Information will not include information that the receiving Party can demonstrate (a) is, as of the time of its disclosure, or thereafter becomes part of the public domain through a source other than the receiving Party, (b) was known to the receiving Party as of the time of its disclosure, (c) is independently developed by the receiving Party, or (d) is subsequently learned from a third party not under a confidentiality obligation to the providing Party.

31. Customer Content – Customer retains sole responsibility for acquiring any authorizations necessary for hypertext links to third party websites, the accuracy of materials on the website, including Customer Content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and ensuring that the Customer Content does not infringe or violate any right of any third party. Notwithstanding the foregoing, Richards reserves the right, in its sole discretion, to exclude or remove from the website any hypertext links to third party websites, any Customer Content on the website, or other content not supplied by Richards which in Richards’s sole reasonable discretion, may violate or infringe any law or third party rights or which otherwise exposes or potentially exposes Richards to civil or criminal liability or public ridicule, provided that such right will not place an obligation on Richards to monitor or exert editorial control over the website. Customer will place and cause to be placed on the website Customer Content that does not contain any content or materials which are obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes Richards to civil or criminal liability. Chat rooms, bulletin boards and discussion forums will not be included in the website and may not be implemented by or on behalf of Customer without prior written approval of Richards.

32. Fees and Taxes – Customer will pay Richards all fees for the Services in accordance with Richards’s applicable fee and payment schedule set forth on the invoice issued to Customer. Richards expressly reserves the right to change its rates charged hereunder for the Services. Customer will pay, or promptly reimburse Richards for, any out-of-pocket expenses, including, without limitation, travel and travel-related expenses, incurred by Richards in connection with the performance of the Services. Customer will pay or reimburse Richards for all sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by Richards under this Agreement; excluding, however, income taxes on profits which may be levied against Richards.

33. Warranties – Customer represents and warrants that Customer has the power and authority to enter into and perform its obligations to Richards; Customer Content does not and will not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulation or right of a third party, including, without limitation, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and that Customer owns the Customer Content or otherwise has the right to place the Customer Content on the website; and Customer has obtained any authorization necessary for hypertext links from the website to other third party websites.

34. Disclaimer of Warranty – RICHARDS MAKES NO WARRANTIES TO CUSTOMER, AND RICHARDS EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

35. Indemnification – Customer will indemnify and hold harmless Richards, its directors, officers, employees, representatives and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that if true, would constitute a breach of any of Customer’s representations, warranties, or obligations; arises out of the negligence or willful misconduct of Customer; or any of the Customer Content or other material on the Website infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

36. Limitation of Liability – Customer’s sole remedy for any conduct or failure to act on the part of Richards is limited to cancellation of the Services. Richards will not have any monetary liability to Customer. RICHARDS WILL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE WEBSITE OR CUSTOMER’S DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. RICHARDS WILL HAVE NO LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF RICHARDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF RICHARDS TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO RICHARDS BY CUSTOMER UNDER THIS AGREEMENT DURING THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.

37. Force Majeure – Except for the payment of fees by Customer, if the performance of any part of this Agreement is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party will be excused from such to the extent that it is prevented, hindered or delayed by such causes.

38. Governing Law – This Agreement will be governed in all respects by the laws of the State of Illinois without regard to its conflict of laws provisions, and Customer agrees that the sole venue and jurisdiction for disputes arising out of its business relationship with Richards will be the appropriate state or federal court located in Chicago, Illinois, and Customer submits to the jurisdiction of such courts.

Form 73 (3/17)