Business Agreement Terms and Conditions This agreement represents a commitment to produce your yearbook with Memory Book Company (“MBC”) for the term specified on this Agreement. Once this Agreement has been signed by MBC, it becomes a binding contract between MBC and Customer named on this Agreement (“Customer”). Any changes to this Agreement must be approved in writing by both parties; provided, that Customer may change the specifications, which may result in changes to the price and/or delivery. If MBC terminates this agreement due to Customer’s failure to proceed with production of its yearbook through MBC, as liquidated damages (and not a penalty) Customer shall pay MBC, upon receipt of invoice, a $150 cancellation fee as well as any fees or costs incurred by MBC for work performed, costs incurred, and product manufactured by MBC on or prior to the date of cancellation. SUBMISSION OF AND RESPONSIBILITY FOR MATERIALS: MBC will provide Customer with instructions and specifications for submitting information and materials (collectively, “Materials”) to MBC. Materials include, without limitation, content, titles, photographs, videos, designs, drawings, images, artwork, songs, lyrics, recordings, page layouts and other such materials. Customer agrees to submit all Materials in a timely manner and in accordance with MBC’s instructions and specifications. Late or non-conforming submissions may result in additional charges, missed or delayed deadlines, delayed shipments, and/or rejection of submitted Materials. Customer is responsible for all Materials furnished to MBC for incorporation in the publication or other product provided by MBC under this Agreement, regardless of form or medium (the “Publication”). MBC reserves the right in its discretion to refuse to process, print, reproduce or duplicate Material submitted for incorporation in the Publication, including Material which may reasonably be believed to violate patent, trademark, copyright, license or other proprietary rights or be pornographic or offensive, provided MBC assumes no duty to make such determination. The parties agree that MBC will exercise no control over the editorial content of the yearbook published. Except to the extent expressly prohibited by applicable law, Customer agrees to indemnify and hold MBC, its licensors, and its affiliates harmless to the fullest extent permitted by law from any and all damages of every kind and character (including reasonable attorneys’ fees) arising out of claims, defenses, demands, actions or proceedings that may be asserted or brought against MBC by parents, students or any third party (a) on the grounds that the Material, Publication, or the marketing of a Publication causes injury to persons or property, violates a trademark, copyright, license or other proprietary right or interest or that it contains material giving rise to an action for defamation, negligence, intentional infliction of emotional distress, or invades a person’s right to privacy; or (b) related to or arising from any breach of Customer’s obligations relating to MBC Digital Tools below. Customer represents and warrants to MBC that Customer has the unconditional and unfettered right to allow MBC to print, reproduce and/or duplicate all of the Materials and to receive back any returned Materials, and MBC is hereby authorized to reproduce for and on behalf of Customer and other third parties all of the Materials provided by Customer, in order to produce and/or market the Publication, and that all appropriate licenses or consents have been obtained where applicable. Customer further warrants that the Materials comply with all applicable state, local and federal laws, do not infringe on any trademark, service mark, copyright or any other proprietary right, or any license relating thereto, do not contain any libelous or otherwise actionable statement, and do not otherwise violate the rights of or cause damage or injury to any person. To the extent permitted by applicable law, Customer expressly agrees that MBC, its sales representatives and service providers may use Materials provided by Customer to market the Publication to potential purchasers and to provide information on the products and services of MBC and its corporate affiliates to potential purchasers, except where Customer has indicated otherwise in writing or through a MBC online interface. MBC will not sell or rent student information to any third party. Please see MBC’s Privacy Policy at https://www.jostens.com/privacy for more information on MBC’s privacy practices. Customer grants MBC a perpetual, royalty-free, fully paid-up right and license to use, reprint, reproduce, digitize and duplicate Customer’s cover design, yearbook pages, and Materials in any manner, form or media now known or later developed, such as in MBC’s marketing and promotional materials and websites, as samples, in MBC software applications, and in MBC yearbook and yearbook page collections. With respect to any artwork created in whole or in part by MBC, MBC retains its rights to such artwork, which may only be reproduced with the written consent of MBC. Customer understands and agrees that all dies, including those for which a charge has been made, remain the sole property of MBC. This provision shall survive the termination or expiration of this Agreement. ADDITIONAL SERVICES CHARGES: MBC will charge for MBC artwork, corrective work or customer copy, customer alterations and non-standard composition, which may result in changes to the purchase price. MBC DIGITAL TOOLS: In consideration of payment of any required license fee, for the term of this Agreement MBC grants Customer a limited, non-assignable license to use certain of its proprietary local and Internet-based yearbook development software tools, fonts and clip art, apps, websites and environments such as Memory Book Online (MBO), and related materials and updates (all such tools, apps, websites and environments made available to Customer, the “MBC Digital Tools”), solely for the limited purpose of producing its Publication with MBC and for no other purpose. Customer expressly consents to the installation of installable MBC Digital Tools. Customer and its representatives will comply with any terms of use, license agreements, and other terms or policies applicable to MBC Digital Tools. Customer acknowledges and agrees that the MBC Digital Tools and all other materials supplied by MBC are proprietary in nature and are owned or licensed by MBC, and Customer agrees not to copy, duplicate, reverse engineer, or attempt to learn the source code of MBC Digital Tools, or to rent, share, distribute or provide the MBC Digital Tools to any third party. Customer is strictly prohibited from providing production materials in whole or in part, including but not limited to the Publication created under this Agreement, created with the MBC Digital Tools to a third party for printing, digitizing, reproduction or any other purpose. Upon termination or expiration of the relationship between Customer and MBC, Customer will promptly return any MBC Digital Tools to MBC, and destroy and delete any copies of MBC Digital Tools and any login credentials provided. Certain thirdparty products may be required for use of the MBC Digital Tools, and Customer acknowledges that MBC is not obligated to provide training or other support for thirdparty products. DELIVERY: Shipment will be made pursuant to the shipment method and vendor chosen by Company according to terms of the Deadline Schedule established between the parties, provided that Customer sends all materials conforming to specifications and on time according to the Schedule. Title to and risk of loss for all shipments is F.O.B. customer dock. Due to the printing process, there may be a limited number of copies of the yearbook produced in excess of Customer’s order. The yearbook will be replaced if defective in publication or production. FORCE MAJEURE; WARRANTY; LIMITATIONS: MBC shall not be liable for delays or losses caused by strikes, accidents, government restrictions, acts of God or other causes beyond its reasonable control, and such delays shall not constitute a breach of contract. MBC will perform the work in a good and workmanlike manner. EXCEPT AS EXPRESSLY PROVIDED HEREIN, MBC MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BECAUSE SOFTWARE, APPS AND SYSTEMS ARE INHERENTLY COMPLEX AND MAY NOT BE COMPLETELY FREE OF ERRORS, YOU ARE ADVISED TO VERIFY YOUR WORK. IN NO EVENT WILL MBC BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR BUSINESS INTERRUPTION, HOWEVER FORESEEABLE, ARISING OUT OF THIS AGREEMENT, THE WORK PERFORMED HEREUNDER, THE SERVICES PROVIDED OR THE PRODUCTS PRODUCED HEREUNDER. THE LIABILITY OF MBC, IF ANY, FOR CLAIMS RELATING TO ANY DEFICIENT OR DEFECTIVE SERVICE OR PRODUCT PRODUCED HEREUNDER SHALL BE LIMITED TO THE ACTUAL FEE PAYABLE TO MBC FOR THE DEFICIENT OR DEFECTIVE SERVICE OR PRODUCT HEREUNDER. MBC SHALL NOT BE LIABLE FOR TYPOGRAPHICAL ERRORS, MISSPELLINGS OR OTHER DEVIATIONS OR ERRORS. PAYMENT TERMS: Full payment is due upon submission of the yearbook for production (10 day grace period after submission allowed) If Customer is paying by purchase order, full payment is due thirty (30) calendar days after receipt of the order. Otherwise, order payment is due as follows: ½ of the total order cost is due at the same time Customer submits its yearbook pages, and the remaining balance is due thirty (30) calendar days from date of invoice. A service charge of 1.5% a month on any unpaid balance (18% annual percentage rate) or the maximum allowed by local law will be assessed for late payment. Should it be necessary for MBC to institute collection procedures against Customer, MBC shall be entitled to recover its reasonable attorneys’ fees and costs from Customer. Applicable sales taxes will be charged unless evidence of tax exemption is furnished prior to invoicing. It is Customer’s responsibility to collect and remit sales tax on its distribution or resale of yearbooks based on applicable sales tax regulations, including the tax on any yearbook sales Customer directs MBC to collect on-line. All payments are to be made payable to and sent directly to Memory Book Company, 304 Curry Drive, Sedalia, MO 65301. MISCELLANEOUS: The person signing this Agreement represents that he/she is fully authorized to execute this Agreement on behalf of Customer. MBC may use its corporate affiliates as subcontractors to perform obligations under this Agreement. Customer understands that this is a binding Agreement between the parties hereto for the term specified in the Agreement, and represents that it has all necessary power and authority to execute this Agreement. This Agreement, including the pricing and schedule set forth herein and any additional or changed specifications agreed upon by the parties related to the products manufactured by MBC under this Agreement which shall automatically be incorporated by reference into this Agreement, represents the entire agreement between the parties. In the event that after the date hereof Customer submits purchase orders or other written instructions that contain any terms or conditions, those terms and conditions shall be of no force and effect. The parties are independent contractors; nothing herein contained shall in any way constitute a partnership between, or joint venture by, any of the parties hereto.