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Program Terms 
 
 
 
Delforms® Terms & Conditions
  
By submitting the Distributor application, the applicant ("You") agrees to, and is bound by, these Delforms Terms & Conditions ("Terms"). Please read these Terms carefully and, if you do not agree to these Terms, do not submit your application.
  
 1. Acceptance of Orders. You agree to submit orders to Delforms from time to time for Delforms products and services. All orders are subject to acceptance by Delforms, Delforms' order cancellation charges and restocking fees, as well as these Terms.
  
 2. Prices/Delivery and Payment. Prices are subject to change without prior notice or obligation. Prices do not include shipping, handling, applicable sales or other taxes or service charges, all of which are payable by You. All products are delivered F.O.B. point of shipment. Subject to credit approval, all invoices are due within thirty (30) days of date of invoice. You agree to pay a $15.00 late payment fee for each invoice not paid by such due date, subject to applicable law.
  
 3. Products and Services. Products and services are subject to modification and discontinuation without prior notice or obligation.
  
 4. Warranty. We guarantee you will be completely satisfied with every Delforms product you purchase. We'll do what it takes to make it right. While we take care in the manufacture of such products, it is commercially impossible to detect all errors and imperfections. Therefore, no other warranty is given, and all affirmations, samples or models made or shown are for illustrative purposes only. THE ABOVE WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT WILL DELFORMS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY NATURE OR DESCRIPTION DAMAGES RESULTING FROM ANY USE OR MISUSE OF ANY PRODUCT OR ANY ACT OR OMISSION BY DELFORMS, NOR WILL DELFORMS BE LIABLE FOR ANY BREACH OF WARRANTY (OR OTHER OBLIGATION BINDING UPON DELFORMS) IN AN AMOUNT GREATER THAN THE PURCHASE PRICE OF THE PRODUCT ACTUALLY PAID TO DELFORMS.
  
 5. Delforms Materials. Nothing contained on these Terms grant, by implication, estoppel, or otherwise, any license or right to use any Delforms logos, trademarks, copyrightable materials or other proprietary materials ("Delforms Materials"). You shall not, directly or indirectly, undertake or engage in the following practices: (a) use or otherwise incorporate the word "Deluxe" or "Delforms" or any other Delforms Materials or variations, misspellings or derivatives thereof in the domain name of any websites You own or control; (b) make any representations, either express or implied, or create an appearance or impression, that (i) a visitor to your web site is visiting Delforms.com or any of our affiliated company sites (Our Sites), (ii) a visitor to Our Site is visiting your web site or (iii) Delforms endorses You or your web site or your products and services (for example, You are agreeing not to "frame" any pages or portions of deluxeforms.com); (c) purchase, bid, or register for placement of any Delform or our affiliated companies trademarks (including "Deluxe" and "Delforms"), or for any variations or deliberate misspellings thereof, within any search engine or directories; or (d) use predatory advertising methods designed to generate traffic from websites that do not have approval for the online promotion of our products or services. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's expressed, written permission.
  
 6. Confidentiality. (a) The parties may from time to time disclose ("Disclosing Party") confidential information ("Confidential Information") to the other party ("Recipient") in connection with the business relationship set forth herein. Recipient agrees to access, use and disclose the Confidential Information of Disclosing Party only in connection with fulfilling its obligations under these Terms and for no other purposes, except that Delforms may access, use and disclose such information to protect against actual or potential fraud or unauthorized transactions, to comply with legal requirements or for other purposes permitted by law.
(b) Confidential Information shall not be construed to mean any information which is: (a) or becomes part of the public domain without violation of this Section 6; (b) known by Recipient prior to disclosure by Disclosing Party; (c) rightfully received by Recipient from a third party having the right to disclose such information; or (d) developed by Recipient independent of Disclosing Party's otherwise Confidential Information.
  
 7. Indemnity. You agree to defend, indemnify and hold Delforms and its affiliated companies harmless from and against any and all liabilities, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys' fee) and costs of litigation) incurred by or asserted against Delforms or any of its affiliated companies that arise out of or are incidental to your conduct of business under these Terms or the products or services provided hereunder.
  
 8. Term and Termination. (a) These Terms shall be effective upon the earlier of Delforms notifying You of your acceptance into Delforms program or Delforms acceptance of your initial order and shall expire upon these Terms being terminated by You or Delforms as provided herein (the "Term").
(b) Either party may at its sole discretion at any time terminate these Terms with or without cause upon written notice to the other party.
(c) No termination of these Terms shall affect the respective obligations or rights of the parties accruing hereunder prior to the effective date of such termination and, in addition, the parties hereby agree that the following Sections of these Terms shall survive any such termination: Sections 4, 5, 6, 7 and 8(d).
(d) Because these Terms may be terminated by either party at any time, with or without cause, You acknowledge and agree that (i) there is no commitment that your relationship with Delforms shall exist for any minimum period and (ii) all investments and commitments made by You or expenses incurred by You are done so by You at your own risk and with the understanding that You shall not look to Delforms to recover or recoup any such investments, commitments or expenses or any amounts for expected future profits in the event either You or Delforms terminates these Terms.
  
 9. Miscellaneous (a) These Terms are to be governed, interpreted and enforced according to the laws of the State of Minnesota, excluding its laws regarding conflict of laws. You agree that any dispute arising hereunder shall be subject to the exclusive jurisdiction of the courts of Minnesota, including the United States District Court for the District of Minnesota and the parties hereby agree to subject themselves to the jurisdiction of such courts. The prevailing party in any litigation shall be entitled to reimbursement of its attorneys' fees.
(b) This Agreement does not make or imply that either party is the employee, agent or legal representative of the other for any purpose whatsoever. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party. In fulfilling its obligations hereunder, each party shall be acting as an independent contractor only.
(c) You shall not, directly or indirectly, without Delforms' prior written consent, assign or transfer these Terms (by operation of law or otherwise). These Terms shall bind the permitted heirs, executors, administrators, successors and assigns of both parties.
(d) If any clause of these Terms is declared illegal or invalid, the balance of these Terms shall remain enforceable, the clauses herein being severable. No act or failure to act by Delforms hereunder shall constitute a waiver by Delforms of any term or condition herein. No course of dealing between the parties will be deemed effective to modify or discharge any rights or obligations of either party.
(e) Delforms reserves the right to modify these Terms at any time in its sole discretion by notifying You in writing or electronically at your mail or email address set forth on the reverse side of these Terms or such other address as may be contained in Delforms' files for You. If any such modification is unacceptable to You for any reason, your sole remedy and recourse shall be to terminate these Terms pursuant to Section 8(b) above. Except as permitted by this Section 9(e), these Terms may only be modified by a writing signed by both parties and no purchase orders or other preprinted forms or electronically displayed terms shall be deemed to modify or supplement these Terms.
(f) These Terms constitute the final and complete agreement between You and Delforms regarding the subject matter herein and supercedes all prior and contemporaneous, understandings, agreements and communications, written or oral, with respect to the subject matter hereof.
 
 
 
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