RESELLER LICENSE AGREEMENT

This Reseller License Agreement (“Agreement”) is made between Illen Products Ltd., doing business as ImprintPlus, of 260-21320 Gordon Way, Richmond, British Columbia, V6W 1J8 (“ImprintPlus”), and You, (either an individual or a corporation) the “Reseller” .

WHEREAS ImprintPlus is the registered owner of the images (the “Images”) and trade-marks (the “Trade-marks”) listed on the ImprintPlus website and The Mighty Badge website, and Reseller would like to use the Images and Trade-marks to sell “ImprintPlus” branded name badge kits (the “Products”).

IN CONSIDERATION of the mutual covenants and agreements herein, the parties agree as follows:

ImprintPlus hereby grants to the Reseller a non-exclusive, non-transferable license (the “License”) to use the Images and Trade-marks solely in connection with the sale of the Products to the Reseller’s customers at the Reseller’s place of business.
The Reseller will use the Images and Trade-marks only in accordance with the policies, specifications, directions and standards of ImprintPlus as may reasonably be stipulated by ImprintPlus to the Reseller from time to time.
Reseller will not:
1. modify or vary the Images and Trade-marks;
2. use the Images or Trade-marks in connection with the advertising, sale, distribution or other marketing activity of any goods or merchandise other than the Products;
3. modify or vary the Products, or use the Images or Trade-marks in connection with the advertising, sale, distribution or other marketing activity of any modified Products;
4. make any claims or provide any representations or warranties regarding the Products except those claims, representations and warranties made by ImprintPlus in writing regarding the Products;
5. attack or challenge the validity of the Trade-marks, any registrations for the Trade-marks in Canada, the United States or elsewhere, or the rights of ImprintPlus relating to the Trade-marks or in any such registrations;
6. claim, use, or apply to register, record or file any trade-mark, copyright, or design that is identical with, confusingly similar to, clearly derived from or based on the Images or Trade-marks;
7. use the Images or Trade-marks in a manner which is likely to cause material harm to the goodwill attached to the Images and Trade-marks; or
8. sell any goods or merchandise that are similar to or otherwise compete with the Products.
If the Reseller breaches any of the terms of this Agreement, ImprintPlus may immediately terminate this Agreement and has the option to re-possess any Products not yet sold by the Reseller. The Reseller will be expected to immediately stop using any and all ImprintPlus marketing assets.
This Agreement becomes effective the date of consent and shall be renewed annually, based on the annual submission of an original copy of your “Wholesalers” sales receipt (debit card, credit card, or bank statements not acceptable) for your minimum quantity purchase of one case of the Products.
IMPRINT PLUS MAKES NO REPRESENTATION OR WARRANTY TO THE RESELLER REGARDING ANY OF THE TRADE-MARKS OR THEIR VALIDITY IN ANY COUNTRY, AND IN PARTICULAR, WITHOUT LIMITATION, THE LICENSOR MAKES NO REPRESENTATION OR WARRANTY REGARDING OWNERSHIP OF ANY OF THE IMAGES OR TRADE-MARKS OR THAT ANY OF THE IMAGES OR TRADE-MARKS DO NOT INFRINGE THE RIGHTS OF THIRD PARTIES. THE RESELLER HEREBY WAIVES AND RELEASES ANY RIGHT OR CLAIM IT MIGHT OTHERWISE HAVE AGAINST IMPRINT PLUS IN CONNECTION WITH ANY OR ALL OF THE IMAGES OR TRADE-MARKS EXCEPT FOR THOSE RELATING TO ITS EXPRESS RIGHTS UNDER THIS AGREEMENT.
Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions of the parties.
Amendments, Binding Effect and Severability. No amendment of this Agreement will be valid or binding unless set out in writing and executed by each party. This Agreement will be binding upon and enure to the benefit of the parties and their respective heirs, administrators, executors, successors and permitted assigns, as applicable. If any provision of this Agreement is determined at any time by a court of competent jurisdiction to be invalid, illegal or unenforceable such provision or part thereof shall be severable from this Agreement and the remainder of this Agreement will be construed as if such invalid, illegal or unenforceable provision or part thereof had been deleted.
Governing Law and Attornment. This Agreement will be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties hereby submit to the non-exclusive jurisdiction of the Courts of the Province of British Columbia and all legal proceedings arising out of or in connection with this Agreement may be brought before the Courts of the Province of British Columbia.
This Agreement will be executed by consent.

TERMS OF USE

Welcome to the Mighty Badge web site (the "Site"). These terms of use ("Terms of Use") apply exclusively to your access to, and use of, the Site so please read them carefully. BY ACCESSING, BROWSING, AND USING THIS SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED BELOW, ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE, AND ANY SUBSEQUENT CHANGES TO THE FOREGOING. IF YOU DO NOT AGREE TO THESE TERMS OF USE OR ANY SUBSEQUENT MODIFICATION, DO NOT ACCESS, BROWSE OR OTHERWISE USE THIS SITE. Imprint Plus (Imprint Plus) reserves the right to change or modify any of the terms and conditions contained in the Terms of Use or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modification will be effective upon posting of the revisions and notice of such changes to the Site. Your continued use of this Site following the posting of its changes or modifications will constitute your acceptance of such changes or modifications. Therefore, you should frequently review the Terms of Use and applicable policies from time to time to understand the terms and conditions that apply to your use of the Site. These Terms of Use do not alter in any way the terms or conditions of any other agreement you may have with Imprint Plus for other products or services. Any questions or comments about the Site or its contents should be directed to feedback@mightybadge.com.

1. COPYRIGHT

All copyrighted and copyrightable materials on this Site, including, without limitation, the Mighty Badge logo, design, text, graphics, pictures, and other files, and the selection and arrangement ("Materials") thereof are the property of Imprint Plus, ALL RIGHTS RESERVED Copyright © 2009 Imprint Plus, Inc. and/or its licensors. Except as stated herein, none of the Materials may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, without the prior written permission of Imprint Plus or the respective copyright owner.

2. TRADEMARKS AND SERVICE MARKS

the Mighty Badge, the Mighty Badge logo, Imprint Plus, the Imprint Plus logo, and the products and services described in this Site, including without limitation, IMPRINT PLUS, are either trademarks, service marks or registered trademarks of Imprint Plus and its suppliers and licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Imprint Plus or its suppliers or licensors. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Imprint Plus, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Imprint Plus. All other trademarks, registered trademarks, product names and Imprint Plus names or logos mentioned herein are the property of their respective owners.

3. USE OF SITE

Imprint Plus grants you a limited license to use this Site to make legitimate orders and purchases and shall not use this Site for any other purposes, including without limitation, to make any speculative, false or fraudulent order or any order in anticipation of demand. Such grant does not include, without limitation: (a) any resale of the Site or content therein; (b) making derivative uses of the Site and its contents; or (c) use of any data mining, robots, or similar data gathering and extraction methods. Except as noted above, you are not conveyed any right or license by implication, estoppel, or otherwise in or under any patent, trademark, copyright, or proprietary right of Imprint Plus or any third party. This Site and the content provided in this Site may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed without the written permission of Imprint Plus, except that you may download, display and print the materials presented on this Site for the licensed purposes only; provided that, you may not, without the permission of Imprint Plus or the respective copyright owner, (a) copy, publish, or post any materials on any web site, computer network or broadcast or publications media, (b) modify the materials, and (c) remove or alter any copyright, trademark and other proprietary notices contained in the materials. Unauthorized use of this Site and/or the materials contained on this Site may violate applicable copyright, trademark or other intellectual property laws or other laws. You may not use, frame or utilize framing techniques to enclose any Imprint Plus trademark, logo or other proprietary information (including the images found at this Site, the content of any text or the layout/design of any page or form contained on a page) without Imprint Plus's express written consent. Further, you may not use any meta tags or any other "hidden text" utilizing an Imprint Plus name, trademark, or product name without Imprint Plus's express written consent.

4. AGE AND RESPONSIBILITY

You represent that you are of sufficient legal age to use this Site and to create binding legal obligations for any liability you may incur as a result of the use of this Site. You understand that you are financially responsible for all uses of this Site by you and those using your login information.

5. TERMINATION

You agree that Imprint Plus, in its sole discretion, may terminate your use of the Site, or restrict your access to any component of this Site, for any reason, including without limitation, for lack of use or if Imprint Plus believes that you have violated or acted inconsistently with the Terms of Use or applicable laws or regulations. Imprint Plus may also, in its sole discretion and at any time, discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of access to the Site under any provision of the Terms of Use may be effected without notice, and acknowledge and agree that Imprint Plus may immediately deactivate or delete your Customer Account and all related information and files in your account and/or bar any further access to the Site. Further, you agree that Imprint Plus shall not be liable to you or any third party for any termination or restriction of access to the Site.

6. DISCLAIMER OF WARRANTIES AND REPRESENTATIONS

YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THE SITE AND THE MATERIALS THEREIN ARE PROVIDED "AS IS" AND "AS AVAILABLE" BASIS. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED BY IMPRINT PLUS TO UNDERTAKE YOUR OWN DUE DILIGENCE WITH RESPECT TO THIS SITE. IMPRINT PLUS MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE IMPRINT PLUS SITE, ITS OPERATION, CONTENTS, INFORMATION, MATERIALS OR YEAR 2000 COMPLIANCE.

IMPRINT PLUS EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THIS SITE OR ITS USE, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY OR SUITABILITY OF ANY OF THE CONTENT OR DATA FOUND ON THIS SITE, TITLE AND NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR EQUITY, OR FROM A COURSE OF DEALING OR USAGE OF TRADE.

7. LIMITATION OF LIABILITY

YOU AGREE THAT THE MIGHTY BADGE, IMPRINT PLUS, ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR DAMAGES ARISING FROM THE OPERATION, CONTENT, ACCESS TO OR USE OF THE SITE. YOU AGREE THAT THIS LIMITATION OF LIABILITY, IS COMPREHENSIVE AND APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IMPRINT PLUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF IMPRINT PLUS (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) ARISING OUT OF OR RELATING TO THE USE OF THE SITE EXCEED THE COMPENSATION YOU PAID IMPRINT PLUS.

Certain laws do not allow limitations on implied warranties, or the exclusion or limitation of certain damages. If these laws apply, some or all of the above disclaimers, exclusions, or limitations, may not apply to you, and you may have additional rights to those contained herein.

8. INDEMNIFICATION

You shall indemnify, defend and hold harmless Imprint Plus and its officers, directors, employees, consultants, representatives and agents from and against any loss, liability, claim, cause of action, demand, damages, costs or expenses including without limitation reasonable legal, accounting and other professional fees, brought by or on your behalf in excess of the liability described herein or by third parties arising from or in connection with your use of this Site, including but not limited any violation by you of the Terms of Use. Imprint Plus reserves the right, to assume the exclusive defense and control of any matter, subject to indemnification by you, which shall not excuse your indemnity obligations.

9. LINKS

This Site may contain links to other web sites which are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by Imprint Plus of the linked web site or information contained therein. Imprint Plus shall not be responsible for the content of any other web sites and makes no representation or warranty regarding any other web sites or the contents or materials on such web sites. If you decide to access other web sites, you do so at your own risk.

10. RELATIONSHIP

The relationship between the Mighty Badge and you will be that of independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other as a result of this Agreement or use of this Site.

11. GOVERNING LAW

This Agreement and its performance shall be governed by the laws of the Province of British Columbia, Canada without regard to its conflict of law provisions. You consent and submit to the exclusive jurisdiction of the courts located in the City of Vancouver, in the Province of British Columbia, Canada, in all disputes arising out of or relating to the use of this Site and this Agreement.

12. ASSIGNMENT

You may not assign, convey, subcontract or delegate your rights, duties or obligations hereunder.

13. SEVERABILITY

These Terms of Use shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

14. HEADINGS

The heading used in these Terms of Use are included for convenience only and will not limit or otherwise affect these Terms of Use.

15. ENTIRE AGREEMENT

These Terms of Use, together with those incorporated herein or referred to herein constitute the entire agreement between us relating to the subject matter hereof, and it supersedes any prior understandings or agreements (whether electronic, oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site.