ARTPIX AUTHORIZED RESELLER AGREEMENT
This ArtPix Authorized Reseller Agreement (the “Agreement”) is made and entered into by
ArtPix d/b/a ArtPix 3D (“ArtPix”) and you. “Authorized Reseller” or “You” is defined as any
individual, company, or other legal entity, accepting the terms and conditions outlined below. By
clicking “Accept,” you agree to be bound by the terms and conditions stated in this Agreement.
TERMS AND CONDITIONS
1. Appointment as Authorized Reseller
1.1 Appointment. Upon the acceptance of and subject to the terms and conditions of this
Agreement, ArtPix hereby appoints You as a non-exclusive authorized reseller of ArtPix
Products (hereinafter “Authorized Reseller”). “ArtPix Products” are defined as any items,
products, goods, commodities, and/or articles provided by ArtPix to You for reselling to your
end-user customers (hereinafter “Customers”) pursuant to this Agreement. In connection with
such appointment, ArtPix grants You a non-exclusive and non-transferable right to promote,
market, sell, and distribute ArtPix Products to Customers.
1.2 Ownership. Other than the express rights granted by this Agreement, ArtPix grants no
other right to Authorized Reseller to ArtPix Products. Each party shall retain all ownership rights,
title, and interest in and to its own products, services, and all intellectual property rights therein,
subject only to the rights specifically granted herein.
1.3 Authorized Reseller Covenants. Authorized Reseller will: (i) conduct business in a
manner that reflects favorably at all times on ArtPix Products and the good name, good will and
reputation of ArtPix; (ii) avoid deceptive, misleading or unethical practices that are or might be
detrimental to ArtPix or ArtPix Products; (iii) not knowingly make false or misleading
representations with regard to ArtPix or ArtPix Products; (iv) not publish or employ, or cooperate
in the publication or employment of, any misleading or deceptive advertising material with
regard to ArtPix or ArtPix Products; (v) make no representation, warranties or guarantees to
customers and/or potential customers or to the trade with respect to the specifications, features
or capabilities of ArtPix Products that are inconsistent with the specifications or literature
distributed by ArtPix; (vi) not copy, modify, adapt, translate, reverse engineer, decompile,
disassemble, create derivative works or in any other way alter any of ArtPix Products; and (vii)
hold a valid Reseller Certificate from the Department of Revenue prior to making its first sale of
ArtPix Products.
1.4 Independent Contractors. The relationship between Authorized Reseller and ArtPix is
that of independent contractors. Neither party nor such party’s employees, consultants,
contractors, or agents are agents, employees, partners or joint venturers of the other, nor do
they have any authority to bind the other party. Each party shall retain the right to perform work
and market its own products or services for others during the term of this Agreement, except
that Authorized Reseller shall not sell, distribute, market, advertise, or otherwise promote any
products or services substantially similar to ArtPix Products that Authorized Reseller is
authorized to sell pursuant to this Agreement.
2. Marketing ArtPix Products
2.1 Joint Marketing Activities. Authorized Reseller and ArtPix agree to participate with
each other in the joint marketing activities with respect to ArtPix Products subject to prior
permission by ArtPix and using materials exclusively provided by ArtPix.
3. Compliance with Laws.
3.1 Compliance with Laws. Each party will comply with all national, state, regional and
local laws, and regulations applicable to each party in performing its duties hereunder and in
any dealings with respect to ArtPix Products.
4. Customer Service
4.1 Customer Service. Authorized Reseller will provide customer service to its Customers
for questions or issues related to ArtPix Products.
5. Shipment and Delivery
5.1 Shipment. ArtPix will provide Authorized Reseller with a list of available shipping options
for ArtPix Products to select from upon order; thereafter, ArtPix will select a carrier for ArtPix
Products upon shipment.
5.2 Delivery. ArtPix will deliver ArtPix Products to Authorized Seller customer (hereinafter
“Customer”) or Authorized Seller, using ArtPix standard methods for packaging and shipping for
ArtPix Products. Any time quoted for shipping and delivery is an estimate only and is based
upon prompt receipt of all necessary information from Authorized Reseller and Customer.
Delays in securing Authorized Reseller’s or Customer’s approval of any matter shall, at ArtPix’s
discretion, extend the date of delivery. ArtPix is not liable for or in respect of any loss or damage
arising from any delay in filling any order, failure to deliver or delay in delivery. However, if a
failure to deliver an order occurs, ArtPix may, at its sole discretion and as a sole remedy
therefor, reship the order. No delay in the shipment or delivery of any ArtPix Product relieves
Authorized Reseller of its obligations under this Agreement.
6. Limited Returns and Exchanges of ArtPix Products
6.1 Returns and exchanges. If an Authorized Reseller’s Customer is dissatisfied with
ArtPix Products for any reason, the Authorized Seller shall handle Customer’s complaints.
ArtPix will provide no returns or exchanges for ArtPix Products; provided, however, that ArtPix
will make an exchange or refund of ArtPix Products if after evaluation of Customer’s complaint
and subject ArtPix Products, ArtPix determines that ArtPix Products are deficient due to
manufacturing defect.
7. Payments
7.1 Payments for ArtPix Products. Authorized Reseller will be responsible for collecting
purchase price from Customers for all ArtPix Products sold, contracted for or otherwise
distributed by Authorized Reseller. Authorized Reseller shall, for ArtPix Products, which it
desires to distribute, sell, or obtain pursuant to this Agreement, submit an electronic order form
to ArtPix by filling out all the requested information through an electronic account set up by
ArtPix for Authorized Reseller. All orders are subject to i) acceptance by ArtPix and ii) the terms
and conditions of this Agreement which shall prevail over any other terms or conditions created
by Authorized Seller for its Customers or otherwise. ArtPix will not accept orders for ArtPix
Products that have been sold or are under contract to be sold by Authorized Reseller if
Authorized Reseller is not in compliance with this Agreement. ArtPix reserves the right to reject
any such order with or without cause and with or without prior notice to Authorized Reseller.
7.2 Product Fees. ArtPix will establish the fee structure for ArtPix Products (hereinafter
“Product Fees”) based on the monthly revenue generated by Authorized Reseller through the
sale of ArtPix Products (hereinafter “Sales Volume”). ArtPix will reassess Sales Volume on the
monthly basis and, if necessary, adjust Product Fees to reflect the change in Sales Volume by
increasing or decreasing Product Fees in accordance with established Sales Volume
thresholds. ArtPix reserves the right to modify Product Fees and Sales Volume thresholds
without prior written notice to and consent of Authorized Reseller.
7.3 Terms of Payment. ArtPix will debit Authorized Reseller’s bank account for amounts
payable with respect to ArtPix Products each time an electronic order form is submitted through
an electronic account set up by ArtPix for Authorized Reseller using Direct Debit encrypted
payment system. No orders will be processed unless payment in full is made by Authorized
Reseller.
7.4 Credit Risk on Resale to Customers. Authorized Reseller is responsible for all credit
risks regarding collecting payments for ArtPix Products sold to Customers. The inability of
Authorized Reseller to collect the purchase price for ArtPix Products does not affect Authorized
Reseller’s obligation to pay ArtPix for ArtPix Products.
7.5 Taxes. The price of ArtPix Products for Authorized Reseller is exclusive of all city, state,
and federal excise taxes. By accepting the terms of this Agreement, Authorized Reseller agrees
to be fully liable for the collection and payment of any and all taxes on ArtPix Products sold to
Customers in accordance with all applicable laws. ArtPix is not liable or responsible for any
taxes on ArtPix Products sold by Authorized Resellers. Further, Authorized Reseller agrees and
acknowledges that it is their sole responsibility to provide accurate tax documentation requested
by ArtPix upon their registration with ArtPix, which includes a valid tax certificate of resale, filled
out W-9 form, and either EIN or SSN, depending on the type of entity Authorized Reseller
operates. Additional documentation might become required in some cases and will be
requested by ArtPix in accordance with the circumstances. By accepting the terms of this
Agreement, Authorized Reseller agrees to be fully liable for any inaccuracies or omissions in
their tax documentation provided to ArtPix as well as any violations of the applicable tax laws
and all tax liability stemming from such inaccuracies, omissions, and/or violations related to
ArtPix Products sold by Authorized Reseller whether owed by Authorized Reseller or ArtPix.
8. Confidentiality
8.1 Confidentiality. For purposes of this Agreement, “Confidential Information” shall mean
any information regarding pricing, discounts, fees, pricing strategies for ArtPix Products, and
any information substantially related thereto, that ArtPix provides, offers, negotiates, shares or
otherwise makes available to Authorized Reseller, directly or indirectly, in connection with this
Agreement and whether disclosed orally, in writing, electronically, or through any other medium.
Confidential Information further extends to pricing models, promotional strategies, business
forecasts, cost structures, and any related discussions, proposals, or negotiations between the
parties, irrespective of whether such information is explicitly designated as confidential at the
time of disclosure. This section shall survive termination of this Agreement. The parties agree
that in the event of an unauthorized reproduction or disclosure of any Confidential Information,
ArtPix will not have an adequate remedy at law, and therefore may seek injunctive or other
equitable relief to restrain such reproduction or disclosure, threatened or actual.
9. Intellectual Property Rights
9.1 Trademark and Intellectual Property. ArtPix grants Authorized Reseller the
nonexclusive right to use the relevant logos and trademarks of ArtPix during the term of this
Agreement solely in conjunction with the marketing, promotion, and sale of the ArtPix Products
or any agreed upon joint marketing activities with Authorized Reseller authorized by ArtPix.
ArtPix does not grant any rights in its trademark, trade name, service mark, business name or
goodwill except as provided hereunder or by separate written agreement of the parties.
Authorized Reseller agrees not to use any trademark, trade name or product designation
confusingly similar to a trademark, trade name or product designation of ArtPix, except for the
use expressly authorized hereunder. ArtPix retains all rights, title and interest in and to its
trademarks, trade names, logos, patents, copyrights, trade secrets, know-how, and all other
intellectual property rights associated with ArtPix Products (collectively, the "IP Rights").
Authorized Reseller acknowledges that ArtPix is the sole owner of the IP Rights.
9.2 Marking Requirements. Authorized Reseller agrees not to alter, obscure, remove,
conceal or otherwise interfere with any markings, names, labels, insignia, words, stamps, prints
or other indications of the IP Rights connected with or affixed to ArtPix Products, ArtPix
Products packaging, or documentation. Authorized Reseller agrees to use appropriate
trademark, logo, product descriptor symbols (e.g., “TM”, “®” or local equivalents) as directed by
ArtPix.
9.3 Intellectual Property Used in Conjunction with Production of ArtPix Products.
Authorized Reseller represents and warrants to ArtPix that: (i) Authorized Reseller’s Customer
is the owner or authorized licensee of all photographs, prints, diagrams, models, technical
drawings and other intellectual property disclosed or otherwise provided to ArtPix by Authorized
Reseller and all rights therein (collectively, “IP”); (ii) Authorized Reseller’s Customer has full and
sufficient right, title, and authority to grant ArtPix the right to use and create derivative works of
the IP for purposes of manufacturing ArtPix Products and performing hereunder; and (iii) the IP
does not infringe any intellectual property or proprietary rights of any person or entity.
9.4 Intellectual Property Indemnification. Authorized Reseller shall indemnify ArtPix and
its parent, officers, directors, partners, members, shareholders, employees, agents, affiliates,
successors and permitted assigns (collectively, “ArtPix Indemnitees”) from and against any and
all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest,
awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, fees,
and the costs of enforcing any right to indemnification under this Agreement that ArtPix
Indemnitees may suffer or incur as a result of any claim or demand by any third party alleging
that ArtPix Products or third-party receipt or use thereof infringes any intellectual property right
of a third party.
10. Indemnification
10.1 Duty to Defend. Authorized Reseller shall on its own expense indemnify, defend and
hold harmless ArtPix and its parent, officers, directors, partners, members, shareholders,
employees, agents, affiliates, successors and permitted assigns (collectively, “ArtPix
Indemnitees”) from and against any and all losses, damages, liabilities, deficiencies, claims,
actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of
whatever kind, including attorneys’ fees, fees, and the costs of enforcing any right to
indemnification under this Agreement that ArtPix Indemnitees may suffer or incur as a result of
any claim or demand by any third party that arises out of or relates to:
(a) any breach by Authorized Reseller of its representations, warranties or obligations under
this Agreement;
(b) any negligence or willful misconduct by Authorized Reseller or its employees or agents,
including any recklessness or willful misconduct in connection with the performance of
Authorized Reseller’s obligations under this Agreement;
(c) Authorized Reseller's sale, marketing, distribution, installation, maintenance, repair or
use of ArtPix Products;
(d) any bodily injury, death of any Customer or person or damage to real or tangible
personal property caused by the willful or negligent acts or omissions of Authorized Reseller;
(e) any failure by Authorized Reseller to comply with any applicable laws; and
(f) breach of Authorized Reseller’s agreement with a third party as a result of or in
connection with entering into, performing under or terminating this Agreement.
Authorized Reseller shall promptly notify ArtPix in writing of any indemnifiable claim and shall
reasonably cooperate with ArtPix in the defense of such claim. Authorized Reseller shall not
enter into any settlement that admits fault on the part of ArtPix or imposes any obligation on
ArtPix without ArtPix's prior written consent.
11. Limited Warranties; Disclaimer and Limitation of Liability
11.1 Warranties and Disclaimer. ArtPix warrants ArtPix Products will be free from defects in
material and workmanship at time of delivery; provided, however, ArtPix shall have no liability
for loss or damage occurring during or as a result of shipment. THESE ARE ARTPIX’S ONLY
WARRANTIES. ARTPIX MAKES NO OTHER EXPRESS WARRANTIES AND HEREBY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE. Failure by Authorized Reseller to give written notice to ArtPix, as
applicable, will constitute satisfactory shipment by ArtPix and irrevocable acceptance by
Authorized Reseller of all ArtPix Products. ArtPix’s warranty does not attach to ArtPix Products
not manufactured by ArtPix. ArtPix will pass on to Authorized Seller the warranty, if any, it
receives from the manufacturer of such ArtPix Products, but only to the extent allowed by the
manufacturer. ArtPix’s aggregate liability to Authorized Reseller or anyone claiming through or
on behalf of Authorized Reseller, with respect to any claim or loss arising out of or relating to
any ArtPix Products or alleged to have resulted from any act or omission of ArtPix, whether
negligent or otherwise, and whether in tort, contract, or otherwise, shall be limited to an amount
not to exceed the price received by ArtPix for the ArtPix Products with respect to which such
liability is claimed. UNDER NO CIRCUMSTANCES SHALL ARTPIX BE LIABLE TO
AUTHORIZED RESELLER OR ANY OTHER PERSON OR ENTITY FOR INCIDENTAL,
CONSEQUENTIAL, LIQUIDATED, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES OR
ANY OTHER LOSSES OR EXPENSES, INCLUDING WITHOUT LIMITATION, FOR INJURIES
TO PERSONS OR DAMAGE TO PROPERTY, EVEN IF ARTPIX HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY (CONTRACT,
TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED AND NOTWITHSTANDING
THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
12. Termination.
12.1 Termination. Either party is entitled to terminate this Agreement at any time and without
prior notice.
12.2 Effect of Termination. Upon termination of this Agreement, Authorized Reseller shall
cease marketing, promoting, selling, distributing, and soliciting orders for ArtPix Products,
though the termination of this Agreement shall not discharge any obligation of Authorized
Reseller to make any payments which have accrued or are owing to ArtPix for ArtPix Products.
ArtPix reserves the right to either process or cancel all of the orders for ArtPix Products placed
before such termination and refund Authorized Reseller the purchase price paid for the same in
case of cancellation.
12.3 Survival of Terms. Termination of this Agreement shall not relieve either party of any
obligations that accrue prior to the date of such expiration or termination. The provisions of
Sections 1.2, 1.3, 1.4, 3 (including all subsections), 6.1, 6.4, 6.5, 7 (including all subsections), 8
(including all subsections), 9 (including all subsections), 10 (including all subsections), 11
(including all subsections), and 12 (including all subsections) shall survive the termination of this
Agreement for any reason.
13. Miscellaneous
13.1 Governing Law and Jurisdiction. This Agreement shall be governed by and construed
in accordance with the laws of the state of Illinois and the federal laws of the United States of
America without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of
Cook County, Illinois.
13.2 Binding Upon Successors; Assignment. This Agreement shall be binding upon, and
inure to the benefit of, the successors, executors, heirs, representatives, administrators and
assigns of the parties hereto. Notwithstanding the foregoing, Authorized Reseller is not entitled
to effect an assignment of this Agreement without ArtPix’s prior written consent. Any such
purported Assignment of this Agreement without obtaining written consent shall be void and of
no effect and shall permit ArtPix to terminate this Agreement.
13.3 Severability; Enforcement; No Waiver. The unenforceability of any provision or
provisions of this Agreement shall not impair the enforceability of any other part of this
Agreement. If any provision of this Agreement shall be deemed invalid or unenforceable, in
whole or in part, this Agreement shall be deemed amended to delete or modify, as necessary,
the invalid or unenforceable provision to render it valid, enforceable, and, insofar as possible,
consistent with the original intent of the parties. Any failure of ArtPix, at any time, to require
performance of any obligations of Authorized Reseller hereunder shall not be deemed a waiver
and shall not affect ArtPix’s right to enforce any provision of this Agreement at a subsequent
time.
13.4 Entire Agreement. This Agreement constitutes the entire understanding and agreement
of the parties, whether written or oral, with respect to the subject matter hereof and supersede
all prior and contemporaneous, representations, warranties, promises, agreements or
understandings between the parties.
13.5 Amendment and Waivers. Any term or provision of this Agreement may be amended
by ArtPix at any time and without prior written notice to Authorized Reseller.
13.6 Notices. Except as otherwise provided for in this Agreement, any notice, demand, or
request to ArtPix with respect to this Agreement shall be in writing and shall be effective on the
date received only if it is sent by a courier service that confirms delivery in writing, or if sent by
certified or registered mail, postage prepaid, return receipt requested, addressed to ArtPix office
located at 2250 Arthur Ave., Elk Grove Village, IL 60007. Authorized Reseller shall immediately
notify ArtPix of any legal notices served on it as related to the parties’ performance under this
Agreement and shall promptly forward the original or a copy of such notice to ArtPix.