Remembrances produces Memorial Web Sites ('Memorials') for sale on the Internet and for duly licensed companies in the Funeral Home, Cemetery, Mausoleum, and/or Interment business (Funeral Service Companies) for a fee (see Fee Schedule). The Reseller hereby agrees to offer said Memorial Web Site Presentation Services to clients for a fee at Reseller's discretion and in consideration receives the benefit of free advertising with the Reseller name and location identified on every 'Memorial' sold.

1. Remembrances will provide Reseller with the necessary materials to sell the product . . . said material is copyright protected, all rights reserved.

2. Remembrances conditions that all 'Memorials' produced will include NO copyright infringement material. Remembrances accepts no third-party liability for copyright infringement created with or without foreknowledge of Reseller or Reseller's client. Further, Remembrances reserves the right to NOT post a 'Memorial' at its discretion without explanation.

3. Should this Agreement be terminated, the Reseller agrees to destroy all unused printed and PC-based presentation material removed and deleted from all Reseller PC hardware and storage media within fifteen (15) days of termination of this contract.

4. Reseller will not modify or duplicate presentation material without Remembrances' prior written consent.

5. Remembrances will decide what presentation materials are provided Reseller for marketing purposes. In the event Reseller requires printed matter, Reseller agrees to pay production and shipment costs. From and after the date of delivery of all presentation material, Reseller shall bear the entire risk of the material's loss, theft, damage or destruction.

6. 'Memorial' orders accepted by Reseller are subject by definition of what material makes up a 'Memorial' as defined in the Fee Schedule. Reseller pays shipping, customs and duty charges to forward said 'Memorial' component material to Remembrances. All component material is non-returnable.

7. Remembrances accepts no liability for lost or damaged 'Memorial' component material.

8. All orders received by Remembrances must be accompanied by payment in full unless credit arrangements have been made with Remembrances. Unless such credit arrangements have been made, all 'Memorial' files that constitute said 'Memorial' will only be posted to the Remembrances' Web Site Server upon receipt of payment in full.

9. Remembrances designates Reseller's Production Contactor and Technical Support Person. At any time during the life of this Agreement a local Contractor may be designated by Remembrances as replacement to expedite timely 'Memorial' production through posting.

10. As part of Remembrances' ongoing assessment and goal policies, Reseller will provide Remembrances the following activity reports within ten (10) days after March 31 and September 30 of each year respectively:
    1. A Marketing Report that describes the Reseller's promotional activities during that six (6) month period and assess resale pricing to increase sales.

    2. A Trouble Report identifying any problems believed by the Reseller to cause timing and presentation complaints by clients.

11. In no event will Remembrances be responsible for any loss or damage caused by Reseller's failure to perform Reseller's responsibilities. In no event shall Remembrances or Reseller be liable for any indirect, special or consequential damages (including but not limited to loss of anticipated profits) in connection with or arising out of this Agreement or service provided by Remembrances or its nominated Contractor, whether arising out of this contract or negligence.

12. Fees for services provided Reseller by Remembrances are defined in the Reseller Fee Schedule. Reseller agrees to pay said fees for services.

13. This Agreement sets forth the entire understanding of the parties with respect to this Reseller Contract and supersedes all prior agreements, understandings and negotiations on the subject. Any amendment to this Agreement must be in writing and signed by both parties.

14. Either party can terminate this Agreement at any time with 30 days written notice.

15. REMEMBRANCES PROVIDES RESELLER NO WARRANTIES, CONDITIONS, GUARANTEES OR REPRESENTATIONS, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXPRESSED OR IMPLIED, ORAL OR IN WRITING, REGARDING MEMORIAL WEB SITE PRODUCTION, PRESENTATION, PERFORMANCE OR OTHERWISE RELATED TO THIS AGREEMENT.

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