The Terms and Conditions which follow govern all orders of services and/or materials from Designs In Motion, Inc. ["DIM"]:

1.   Payment.   Unless otherwise specified in writing by DIM, payment to DIM is due as follows: 50% to be pre-paid upon placement of order, with the remaining balance due within fifteen (15) days of the invoice date ("net 15 day terms").   Sums not paid when due shall accrue interest at the rate of one and one-half percent (1 1/2%) per month, eighteen percent (18%) per annum, from the due date.   No additional credit will be extended to a Client with a payment past-due.   Client understands that the pre-paid sums may/shall be promptly expended by DIM in timely preparation of Client's order, and as such, shall be non-refundable.

2.   Orders/Acceptance.   Quotations not accepted by Client within 30 days may be subject to change.   Alterations requested by Client after proof submission are subject to DIM charges billed at current rates.   DIM shall secure Client's prior approval for additional charges in excess of 15% of the original quotation. Client agrees to compensate DIM for any canceled order, including but not limited to lost profits, compensation and special damages due to cancellation.   Invoices for such additional charges shall be due within 15 days of the invoice date.

3.   Artwork.   All artwork and specifications created or developed by DIM with regard to Client's orders, whether preliminary or final, shall remain the property of DIM.   Client agrees to return all such artwork and specifications to DIM the earlier of: a) thirty (30) days of receipt by Client; or b) forty-eight (48) hours of DIM's request.   Client understands and agrees that DIM may use the artwork and specifications to promote DIM's services and materials to other clients and prospective clients and that such may be used as examples of DIM's work.

4.   Credit Lines.   Client shall indicate on all Client websites and editorial usage that designed by DIM.   Such notation shall include DIM's address and telephone number and/or DIM's website.

5.   Returned Checks.   Client will be assessed a service charge of $45.00 for each check which is not honored.   For each such check, Client agrees to pay by cash or cashier's check, the amount of the returned check, plus the service charge, within seven (7) days of notification of the dishonored check.   No additional credit will be extended to a Client who has failed to so comply.

6. Sales Tax.   Unless Client provides DIM with a sales tax exemption certificate for Client's home state, Client will be charged sales taxes.   Client understands that should Client fail to qualify for, or lose its, tax exemption status, Client will pay DIM applicable sales taxes on all purchases.

7.   Lien on Client's Property.   As security for payments of any sums due or to become due, DIM shall have the right to hold and shall have a lien on all Clients' property in DIM's possession.

8.   Attorney's Fees.   Should Client fail to pay DIM any sums due under these Terms and Conditions, and DIM then collects these sums through an attorney, Client agrees to pay fifteen percent (15%) of the full amount due, including principal and interest, as attorney's fees.

9.   Limited Warranty and Liability. DIM extends the following limited warranty:   DIM warrants the performance of all services and materials as described in its quotation.   Client may return defective materials to DIM for appropriate credit.   Client must comply with the return requirements of paragraph 10 below to receive this credit.

This warranty does not cover defects or loss or damage due to abuse, mishandling, alteration, accident, electrical current fluctuations, failure to follow operating, maintenance or environmental instructions, or failure to comply with the return requirements specified below.

THERE ARE NO IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND NO OTHER EXPRESS WARRANTY OR GUARANTY, EXCEPT AS STATED ABOVE.

Should DIM be liable to Client for anything arising out of, or related to Client's order of services or materials, or to the services or materials provided by DIM, Client agrees that DIM's total liability shall not exceed the sums invoiced for the services or materials at issue.   Client understands that

DIM IS NOT LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE, NOR IS IT LIABLE FOR ANY LOST PROFITS WHICH CLIENT MAY CLAIM.

10.   Complaints.   Client must notify DIM in writing, within forty-eight (48) hours of the delivery of materials or invoicing, of any complaints with regard to the services or materials provided, including any claims of shortages, non-compliance, or an improperly filled order.   (This notice must include a clear description of the complaint.)   Client's failure to do so will be deemed an acceptance of the services and materials and confirmation that Client's order has been satisfied.   All materials provided to Client which client contends are non-conforming must be returned to DIM within three days of Client's receipt of the materials.

11.   Indemnification.   Client warrants that none of the services or materials ordered, or artwork, specifications, or materials provided by Client, infringes upon any copyright, trademark or proprietary right, violates any right of privacy of any person or will cause damage or injury to other persons or entities or otherwise constitutes a violation of any state or federal law or regulation.   Client shall indemnify and hold DIM harmless from all loss, cost, expense, damages, judgments, attorney fees, and costs of defense, on account of any claims, demands, actions, or proceedings arising in connection with Client's order or the services or materials to be provided by DIM thereunder.

12.   Additional Terms.   Client acknowledges that:

(a) This Purchase Agreement has been negotiated in Georgia, is to be performed in Georgia, and is to be interpreted under the laws of Georgia.   Any matter arising under this Agreement or any agreement whereby Client purchases services or materials from DIM, may be decided in State or Superior Court of Dekalb County or Gwinnett County, Georgia.   Jurisdiction and venue of such matters are proper there, and Client waives all rights to object to this jurisdiction and venue.  

(b) DIM's failure to insist upon strict compliance with any Terms or Conditions of this Agreement is to be considered an indulgence only; and any such failure will not operate to waive any of DIM's rights hereunder.

(c) This Agreement represents the entire understanding of Client and DIM.   There are no terms, promises, representations, or expectations other than that contained in this Agreement.   The above Terms and Conditions may only be modified in a writing signed by Client and DIM.