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Binkley Toys Inc.
Standard Agreement for Manufacturing
Plush Toy Products and Accessories

The following Agreement is by and between Binkley Toys Incorporated

Binkley Toys Inc.
130 Church Street # 398
New York, NY 10007

AND: ("Client")

The Agreement is effective as of the account activation date:

WHEREAS, Binkley is a plush toy manufacturer. Binkley offers the design, creation and production of plush toy items.

WHEREAS, Client seeks to utilize Binkley's services for Client's own purposes;
WHEREAS, the parties acknowledge that the Client has claimed ownership over the ideas and designs submitted. Binkley can make no guarantee that any given designs or ideas are not the rightful property of another entity, nor do we make any explicit or implied guarantee of the marketability of the clients ideas. Binkley represents that it shall make good faith effort to ensure that its service and production are on schedule and of good quality as much as possible and with as little service interruption as possible;

in consideration of the mutual promises contained herein, the parties agree as follows:
In the case of a corporate client, the individual under whose name the order is made is personally responsible and liable for all payments due.

I. Taxes:
Binkley shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Client or Binkley's services. Client agrees to take full responsibility for all taxes and fees of any nature associated with such products, services, and information.

II. Material, Products, Information and Services:
Client will provide Binkley with material and information that they deem to be the rightful owner of. Binkley shall not be responsible to validate this information for content, correctness, trademark or patent infringement.
Binkley will exercise no control whatsoever over the ownership of the information passed from the Client. Binkley will not be responsible for any damages that may be suffered by the Client, including loss of profit resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client. In the event that material provided by the Client is not their rightful property, Binkley may, at its option and at any time, reject and end production, including but not limited to after it has been put into Binkley's production. Binkley agrees to notify the Client of its refusal of the material and afford Client the opportunity to amend or modify the design to satisfy the needs and/or requirements of rightful owners wishes. If the Client fails to modify the material, as directed by the rightful owner, within a reasonable period of time, which shall be solely determined by Binkley, the Production Agreement shall be deemed to be terminated.
Use of any information obtained by way of Binkley is at the Client's own risk, and Binkley specifically denies any responsibility for the accuracy or quality of information obtained through its services or its representatives.
Binkley reserves the right to change, without notice, its service, including, but not limited to, minimum quantities, hours of operation, pricing, delivery schedules, documentation, ordering procedures, and services offered.

III. Age:
The Client certifies that he or she is at least 18 years of age.

IV. Reasonable Use:
The Client agrees to limit the amount of contact with Binkley to reasonable levels to be determined solely by Binkley. The Client shall not use more of Binkley's resources, phone calls, emails, faxes and deliveries as may be dictated by Binkley from time to time.

V. Termination:
This Agreement may be terminated by either party, without cause, by giving the other party 30 days written notice, sent by E-mail, fax, or courier. Client is responsible for all fees and charges incurred for any outstanding production. Prepaid fees shall not be refunded to the Client by Binkley, unless they exceed amounts owing for services and production. Notwithstanding the above, Binkley may terminate service under this Agreement at any time with immediate effect and without penalty, if the Client fails to comply with any of the terms of this Agreement.

VI. Disclaimer of Warranty and Limitation of Liability:
Client expressly agrees that use of Binkley's services is at Client's sole risk. Neither Binkley, its officers, directors, employees, affiliates, agents, third party logistics providers, contractors, merchants, licensors nor the like make any warranty whatsoever whether expressed or implied. They also disclaim any warranty of merchantability or fitness for any particular purpose. Under no circumstances, including their negligence or gross negligence, shall Binkley, its officers, directors, employees, affiliates, agents, contractors, third party information providers, merchants licensors or the like be liable for any direct, indirect, incidental, special, consequential or any other type of damages whatsoever. Client hereby acknowledges that this paragraph shall also apply to all content on Binkley's service. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence, gross negligence, putative conduct or otherwise, shall not exceed the aggregate dollar amount which Client paid during the Original Term of this Agreement.

VII. Lawful Purpose:
Client may only use Binkley's services for lawful purpose. Submission of any materials in violation of any Federal, State or Local law or regulation is prohibited. This includes, but is not limited to trademark or copyright infringement, material that is, obscene, profane, or material protected by trade secrets of others.

VIII. Indemnification:
Client agrees that it shall defend, indemnify, save and hold Binkley harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees ("Liabilities") asserted against Binkley, its agents, its customers, servants officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless Binkley against Liabilities arising out of (i) any injury to person or property caused by any products or information sold or otherwise distributed in connection with Binkley's services; (ii) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party; (iii) copyright infringement, (iv) any improper use of the Client's product(s) under any circumstances, and (v) any defective product or service which Client sold via Binkley's services.
If the Client fails to comply with any terms of this Agreement, it shall be fully responsible for the cost of labor and any and all other costs (e.g. losses or legal expenses) incurred by Binkley in order to rectify the damage caused and due to the damage caused by the Client or via improper use of the Client's account(s).

IX. Reselling:
Client is allowed to resell the products manufactured by Binkley, provided that Client's customers acknowledge, to Binkley's satisfaction, that Binkley has disclaimed all warranties and is not subject to liability or damages of any kind. Client agrees to handle and is responsible for all third-party customers' products, delivery, returns and Binkley agrees to Reseller pricing as described in our quotations. Client agrees to having the necessary knowledge and skill level for reselling services provided, including providing product support to its customers.

X, Displays and Samples:
Client allows Binkley to display it's work, and retain samples for the sole purpose of generating new business. Samples and displays are for example only and will not be reproduced without the written consent of the original owner.

XI. Miscellaneous:
The Client agrees to be bound by this agreement fully and unconditionally upon ordering Binkley's services. Ordering of Binkley's services shall act as Client's express and full agreement to this Agreement. Furthermore, the Client's listed contact certifies full personal agreement to this Agreement by ordering Binkley's services on behalf of the Client.
This Agreement constitutes the entire understanding of the parties. Any changes or modifications to this Agreement are agreed to by both parties upon renewal of services and upon all new account and feature set-ups for the Client by Binkley.
Non-enforcement of any section of this Agreement does not constitute consent and Binkley reserves the right to enforce this Agreement at its sole discretion. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining positions shall remain in full force and effect.
This Agreement shall be governed and construed in accordance with the laws of the province of Ontario, CANADA. Both parties agree that any dispute arising out of this Agreement, or any relationship between the parties, will be resolved only in the Provincial courts in the Province of Ontario, and in no other jurisdiction. Each party submits to personal jurisdiction in the province of Ontario.

XII. Rights assignment.
Project is a work-for-hire and all rights will be assigned to the Buyer after all payments are made in full. If payment in full is not received or a refund is demanded, Service Provider will retain rights to the work and may market it in order to recover costs.

XIII. Service Level Deposit:
When you choose a service level, you will be asked to make an investment towards your project. This investment is non-refundable after our 45 day guarantee. If you choose to go in to production $500 of your prototype deposit is 100% credited towards production. If you do not place a production order of 900 toys or more, the $500 is held until you do place a production order.

XIV. Governing Law, Venue and Jurisdiction:
This Agreement shall be governed by the laws of Ontario, Canada, without reference to conflict of laws principles. This Agreement is entered into and to be performed in the province of Ontario, Canada, and any action or proceeding seeking to enforce any provision of, or based on any right arising out of this Agreement, including, but not limited to Injunctive Relief as set forth in Paragraph 6.3 below, shall be the courts of the Province of Ontario and each of the parties consent to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.

XV. Samples, Materials and Information
Binkley Toys Inc receives many samples every year. Any samples sent to Binkley will be stored for no more then 6 months at which time they'll be disposed of. We are not responsible for any materials sent to Binkley Toys Inc. whether they are damaged, lost or destroyed.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. Payment to Binkley Toys Inc. means you acknowledge your full and unconditional acceptance of the terms of this Agreement.