WHOLESALE AND AFFILIATE TERMS AND CONDITIONS

Unless expressly agreed upon, the following Terms and Conditions will govern any and all purchase orders submitted and invoices exchanged between the Parties. Blue Moose Designs, LLC d/b/a Edge Vinyl reserves the right to modify this agreement at any time without notice to you. These Terms and Conditions will be incorporated into all purchases and invoices between the parties, regardless of whether specific reference to these Terms and Conditions is made therein. As used herein, “EV” refers to Edge Vinyl, its parent company Blue Moose Designs, LLC, and its affiliates, subsidiaries, and parents, “you” refers to the customer ordering and/or receiving the Goods, and the “Parties” refers, collectively, to EVand to you, as a customer of EV.

1. GENERAL TERMS

1.1. Intellectual Property Artwork. By submitting content, images, or artwork (collectively, the “Artwork”) to us for custom work, you (i) represent and warrant that you have the complete and exhaustive right, title, and ownership in the Artwork, and no portion of the Artwork infringes or otherwise misappropriates any third party intellectual property or similar rights or claims, anywhere in the world, and (ii) will be deemed to provide EV with a perpetual, fully paid-up, non-exclusive, irrevocable and non-terminable right and license to use, exploit, and display the Artwork for purposes of completing the custom order and fulfilling the terms herein. We will not check the content of any images provided by you. However, if we believe any image does not comply with these terms, we reserve the right to refuse to use it, without any obligation or liability to you.

As part of the license provided herein, we may photograph products that we provide to you, including those decorated with or otherwise displaying or making use of the Artwork, and we may display these photographs on our website or other advertising media, for EV’s marketing and promotional purposes, unless specifically requested in writing by you not to do so.

1.2. Cancellation of Purchase Orders. Your receipt of an electronic or other form of order confirmation constitutes your request for Goods or services. It does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We may require additional verifications or information. If you need to cancel an order following submission, please contact us immediately; Orders for which we have already commenced work to complete or fulfill are not cancellable.

We reserve the right at any time after receipt of your order to accept or decline your order for any reason, or to cancel an order that has already been accepted. Other than as set out in these Terms and Conditions, we shall not be responsible for any loss or damage of any kind, which you might suffer by reason of us declining to accept or for canceling your order.

1.3. Payment. You must pay in full by debit card, credit card, or corporate check in advance when you submit an order through our website, email, fax, or telephone. Payment will be collected at the time of placing the order. You authorize EV to charge your credit card on file with us for your orders and any additional charges that accrue. Unless agreed otherwise in writing by us, full payment must be received in advance before any Goods are prepared or dispatched. If any payment is subsequently withdrawn, disputed, charged back or reversed in any way, you will have to pay the full amount of the sale, plus an administration fee and any additional fees incurred by EV. If you are placing an order through a company, we may agree to credit terms via a separate written agreement. Please contact us to make arrangements.

2. LIMITED WARRANTY; LIMITED LIABILITY; INDEMNIFICATION

2.1. Warranty. EV warrants that it has the right to provide its products, but otherwise the Goods are provided on an “as- is” basis, without warranty of any kind, express or implied, oral or written. In particular, but without limitation, no warranty is given that the Goods are suitable for the particular purposes intended by you. Except for the foregoing, you acknowledge and agree that (a) neither EV nor any person on EV’s behalf has made or makes any express or implied representation or warranty whatsoever, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or performance of products to standards specific to the country of import, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed, and (b) you have not relied on any representation or warranty made by EV, or any other person on EV’s behalf.

2.2. Limited Liability. In no event, at any time, shall the aggregate liability of EV exceed the amount paid by you to EV for the Goods or services being purchased and EV shall not be responsible for any lost profits or other damages, including special, direct, indirect, incidental, consequential or any other damages, however caused. Without limitation, to the fullest extent permitted by applicable law, EV shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Goods, nor for any special, indirect, economic or consequential loss or damage however arising or however caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning, or use of the Goods sold by EV.

2.3. Indemnification. To the fullest extent permitted by law, you agree to indemnify, hold harmless, and defend EV, Inc., its affiliates, parents, and subsidiaries, and their respective agents, officers, directors, employees, partners, consultants, independent contractors, successors and assigns against any and all loss, claim of loss, injury, costs and damages arising from (i) your purchase, display, or use of Goods (except where such claims relate to breach of any warranties provided by EV), (ii) your breach of the terms hereof, or (iii) your or your representatives’ gross negligence or willful misconduct.

3. MISCELLANEOUS

3.1. Product Defects and Recalls. You will promptly notify EV of any identified material defects or suspected defects in the Goods, and will use commercially reasonable efforts to comply with any product recalls or inspection needs initiated by EV.

3.2. Choice of Law; Dispute Resolution. Any dispute arising from or relating to the Parties’ relationship and/or these Terms will be governed by the laws of the State of Alaska, without regard to any applicable choice of law rules. If a dispute arising from or relating to the Parties’ relationship and/or these Terms cannot be resolved by the Parties through unsupervised negotiation, it shall be submitted for resolution through binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall take place in Los Angeles, California, before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in such arbitration shall be awarded its reasonable attorneys’ fees and costs. YOU AND EV AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO YOUR ORDER WITH EV MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

3.3. Integration; Severability. These Terms and Conditions shall constitute the entire agreement between you and EV regarding your order and the terms hereunder. If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.

3.4. Amendment. EV may amend these Terms and Conditions at any time and without notice, and it is your responsibility to review these Terms and Conditions for any changes. Your use of the Website following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms.