Adapt Consulting, Inc. Terms & Conditions:

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ARTWORK: Art should be submitted as "FINAL DRAFT, camera ready" which means clean, crisp, color-separated film positives, negatives or art on computer disc in industry standard formats. PAPER PRINT OUT OF ARTWORK MUST ACCOMPANY DISC. Computer art supplied on paper must also be a minimum of 600 dots per inch to be considered "camera ready." FINAL DRAFT MEANS NO MORE CUSTOMER INITIATED CHANGES. Unacceptable artwork includes, but is not necessarily limited to, photocopies, faxed art, hand sketches, and product samples. ALL ARTWORK WILL BE PRINTED AT MAXIMUM IMPRINT SIZE UNLESS OTHERWISE INDICATED.

Customer understands that Adapt utilizes independent manufacturers to complete most work, and that Adapt does not control the method or means by which manufacturers accomplish their work. Manufacturers have the right to and WILL reject art not considered by the manufacturer to be "camera ready." If Adapt accepts artwork, this does not necessarily mean that a manufacturer will consider the artwork to be "camera ready," however, Adapt will use its good faith and reasonable judgment in informing customer that art submitted may, in fact, not be "camera ready." Such information or advice does not constitute a guarantee or a warranty of any kind.

Adapt reserves the right to charge for pre-production prep work, such as halftones, screen tints, copy and color changes, PMS matches, 4 color process separations, screen and dies.Artwork that is not to size or which must be converted into an acceptable form for printing may result in a ready artwork charge.

Art charges are generally a one-time expense, except most customer art is purged by manufacturers 24 months after last use.

When customer delivers art late to Adapt, no paper or sample proofs will be provided if delivery dates may thereby be put in jeopardy. Whether or not delivery dates will be put in jeopardy is a determination to be made in Adapt's sole discretion and judgment, based upon its experience. A customer is deemed to have delivered art late to Adapt if physically placed in the hands of Adapt’s employee(s) late enough where Adapt reasonably and in good faith believes that delivery dates may be put in jeopardy. Whenever art is considered to have been delivered late to Adapt, Adapt shall promptly notify the customer and may furnish the customer with the option to nonetheless have Adapt proceed with the project, as long as the customer understands that delivery of the completed project may be delayed beyond the customer’s expectations. In that event, the customer is NOT entitled to a discount, rebate or other price reduction or refund by reason thereof. Moreover, the customer’s willingness to proceed with the project even though art had been delivered late shall reaffirm Customer’s obligation to pay, in full, the full, invoiced price for Adapt’s work.

Proof copies must be requested in advance, and costs associated with paper or product proofs are the responsibility of customer. Solid colors that contact must be separated into individual printing plates and screens. A process charge will apply for art not separated into overlays

Adapt will notify customer of any extra charges within a reasonable time following vendor's notification of same to Adapt.

COPY / COLOR CHANGES: Changes in copy or colors may result in additional charges from manufacturers. These charges are the customer's responsibility.

COPY LAYOUT: Specific instructions regarding layout and typestyles must be clearly stated on customer's Purchase Order; if these instructions are not given, Adapt will use its own judgment and discretion, based upon experience and/or practice in the industry. Adapt and its vendors are not responsible for misinterpretation of handwritten orders or layouts. Unless otherwise instructed, Adapt reserves the right to rearrange copy or graphics or to change specific typestyles or type sizes for best appearance or to meet product standards.

CUSTOM COLOR MATCHES: Manufacturers charge per color for non-standard colors or PMS color matches. Customer will be notified prior to shipment which standard colors are available and what charges will apply for custom matches.

ORDERING:NO VERBAL PURCHASE ORDERS, ALL ORDERS MUST BE WRITTEN, SIGNED AND DATED BY PERSONS AUTHORISED TO BUY ON BEHALF OF THE ORGANZIATIONS OR AGENCIES THEY REPRESENT Customer is responsible for specificity in the preparation of purchase orders. Customer shall type or clearly print quantity, item color, imprint color, delivery information, billing information, include camera-ready artwork and typeset copy. Customer's purchase order shall constitute confirmation of Adapt's terms and conditions.

Customer expressly assumes the risk and shall bear the cost or charge incurred due to any inaccuracies in purchase order or other information prepared by customer, whether or not Adapt is aware, or should have known, of any such inaccuracies. .

CHANGES / CANCELLATIONS: Customer may cancel or change work in progress; however, customer agrees to pay pro rata for that portion of the order already complete at the time of a change or cancellation, including all art charges and product samples.

PRODUCTION TIME: Production times vary by manufacturer, quantities, print method, and product type. Adapt requires at least SIX weeks turn-around time on all orders, unless otherwise agreed in writing. Production time is calculated from the day manufacturer receives Adapt's purchase order with customer's FINAL DRAFT, CAMERA READY ARTWORK.

OVER / UNDER RUNS: Reasonable efforts will be made to ship exact quantities, but Adapt reserves the right to deliver orders with approximately ten (10%) percent over-or-under runs, and such orders will be billed pro rata. Customer agrees to pay the pro rata billing on such orders. OVER RUNS RETAINED BY THE CUSTOMER AFTER ADAPT HAS REQUESTED THEIR RETURN FOR CREDIT ARE CONSIDERED PURCHASED BY THE CUSTOMER.

SPLIT / DROP SHIPMENTS: Multiple delivery locations are subject to an additional charge.

RUSH CHARGES: Artwork and change orders delivered after Adapt submits customer's purchase order to manufacturer are considered "late." Artwork and change orders delivered late by client or its agent(s) will be charged an amount equal to twenty (20%) percent of the customer's order as invoiced plus any express delivery service charges. Customer understands and acknowledges this charge is consistent with industry wide custom and practice. THE CUSTOMER IS RESPONSIBLE AND AGREES TO PAY ALL FREIGHT CHARGES INCURRED TO DELIVER A RUSH ORDER.

TERMS: Adapt standard terms are net 30 days on approved credit. Orders in excess of $500 require a 50% deposit. A service charge at the legal rate of ten (10%) percent per annum will be assessed on all past due balances.

DELIVERY: Freight is pre-paid and added to the invoice. Reasonable efforts will be made to meet specified ship dates on deadline orders, however, Adapt cannot guarantee delivery or be responsible for delays on the part of the carrier.

RETURNED GOODS: Imprinted merchandise cannot be returned for a refund unless a product is defective. All returns must receive prior authorization by Adapt. Goods without a return authorization number will be refused. Returned goods requests must be made within 30 days of receipt of the goods by the initial recipient. Customer's retention of goods which are claimed defective or non-conforming shall conclusively establish Adapt's right to payment therefore, pursuant to customer's purchase order or Adapt's invoice, whichever is greater.

MISCELLANEOUS PROVISIONS: Adapt's liability, if any, is limited to the amount of the customer's purchase order or the amount actually paid by customer, whichever is less. Any express warranties contained herein are in lieu of any and all other warranties, express or implied, including the warranty of merchantability and of fitness for any particular purpose. Customer acknowledges that it is not relying on Adapt's skill or judgment to select or furnish goods suitable for any particular purpose, and that there are no warranties that are not contained in these terms and conditions. Adapt shall not be liable for damages, including special incidental or consequential changes arising out of or in connection with the goods or their use by or for the benefit of customer, and shall not be liable for any special, incidental or consequential damages arising out of or in connection with Adapt's failure to perform its obligations hereunder.

Customer is strictly liable for the goods and all resultant consequences of their use, once delivered to customer or placed under customer's (or customer's agent's) control. Customer assumes full responsibility for the goods commencing the moment of their delivery to customer or customer's agent.

This agreement may be modified only by writing. No oral modifications or modifications by conduct shall be permitted nor given effect.

In the event of litigation arising out of any of the terms or conditions hereof, or of customer's purchase order or Adapt's performance in connection therewith, the prevailing party shall be entitled to recover its reasonable attorney's fees and all of its costs and expenses incurred in such litigation.

Each party, whether or not a resident of the State of California or the County of Los Angeles, hereby submits himself/herself/itself to the jurisdiction of the courts of California. Each party agrees that venue is proper and shall be fixed in the County of Los Angeles, State of California, and each party acknowledges that performance of this contract by Adapt shall take place in the County of Los Angeles, State of California.

rev 6/7/2005