TERMS OF SERVICE

Following are the terms and conditions for use of Lettopia.com and the Lettopia.com Admin Interface. All users of the Lettopia.com are required to accept and abide by these terms and conditions. Acceptance of this Agreement indicates that you also accept the Terms and Conditions as set forth as follows:

1. Warranty and Representations; Indemnification: Client hereby represents and warrants that Client is the legal and rightful owner of any and all Goods listed on the Website including the right to sell and transport such Goods. Client further represents and warrants to Lettopia.com that Client owns or has permission to use, reproduce, distribute, or display the content and marks, and that the display of those marks shall not constitute an infringement upon any rights of a third party in any copyright, trade secret, trademark or service mark or be defamatory or violate any third party's rights of publicity, privacy, or personality; and the marks do not and will not contain any material that is unlawful or harmful, including any material that supports, promotes or otherwise encourages wrongful conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national or international laws. Client understands that should there be any claim of infringement, Lettopia.com will request that the offending content be removed from the Website site immediately, and if the content is not removed within 24 hours, Lettopia.com will remove the content.

2. Products Showcased in Lettopia.com: Client is responsible for the ownership or the distribution of their products sold through Lettopia.com. Lettopia.com holds no responsibility to post images or for posted images that may be in violation of or under infringement of registered brands. Such as but not limited to: imitations of trademark logos, and/or imitations of styling of merchandise. Lettopia.com reserves the right to remove offending images at any time without notice. A penalty of $1000 per offending image will be applied and Client shall be liable for all expenses that may incur from related incidents, including lawyer's fees and other related penalties. Client further accepts full responsibility for any potential issues that may arise from the distribution and rights of usage of all photography submitted to Lettopia.com.

3. Participation: Lettopia.com reserves the right, in its sole discretion, to terminate or renew Client's participation in Lettopia.com during and after the term of this Agreement for any reason. Client may not promote any other websites or companies in Lettopia.com, including but not limited to, direct competitors and websites hosted outside of Lettopia.com. Lettopia.com reserves the right, in its sole discretion, to terminate this Agreement if Client receives multiple complaints about incorrect shipments or failure to ship orders.

4. Virtual Storefront Design and Setup: Design and layout of Client's storefront and related advertising materials are copyrighted property of Lettopia.com and are not transferable during or after the term of this Agreement. The use of the storefront designs or advertising materials during or after the term of this Agreement other than in Lettopia.com is prohibited unless a written authorization is granted by Lettopia.com.

5. Lettopia.com Administration Interface Setup and Usage: The usage of the Lettopia.com Administration Interface ("Admin") is valid through the term of the Service Agreement and is limited to one Main user, and multiple sub-accounts per storefront. Client understands that a license is granted for a limited usage of the Admin during the term of this Agreement and it is not transferable. The creation of registered users is limited to Client's direct employees and professional staff. Client understands that each password grants access to each individually registered user and sharing the access password with others (non-registered users) or creating user accounts for use outside of your organization will cause immediate termination of this Service Agreement.

6. Order Processing: Client is responsible for processing orders in a timely and proper manner but in no event, later than ________ days from receipt of the order. If received orders require adjustments, Client is responsible for performing those modifications accurately. Examples of adjustments include, but are not limited to: change of quantity or type of Goods, or any other modifications to the substance of the received order. Client is responsible to ensure that the Goods shipped match the orders received.

7. Digital Storage: Each storefront will be provided a limited amount of disk space for the term of this Agreement. Images and their data may not be kept longer than twelve (12) months. Any listings which have not been edited for twelve (12) months may be removed along with their corresponding images.

8. Ownership of Copyright: Lettopia.com retains ownership of all intellectual property whether preliminary or final including original artwork, advertising materials, media files, digital files, photography, Client's storefront, and the Admin interface. Client acknowledges and agrees that Lettopia.com retains all intellectual property created in every storefront or site published and hosted in Lettopia.com unless intellectual property was provided by the Client.

9. Unauthorized Use: Any custom modification, alterations, and change for use of the Storefront's layout, design, and content including product photography, by the Client in Lettopia.com without written consent by Lettopia.com is prohibited. Client will indemnify Lettopia.com against all claims and expenses arising from violation of Intellectual Property by the Client within Lettopia.com. Client is liable for all content provided to Lettopia.com for use in the storefront and artwork and for photography provided by Client for upload in Lettopia.com.

10. Misuse of Admin Interface: Misuse of the Admin Interface is grounds for immediate termination of this Agreement and participation in Lettopia.com. Misuse includes, but is not limited to, reverse engineering functions and operations, using external scripts or programs to manipulate the Admin and any other actions which deviate from the accepted "normal" use of the Admin.

11. Release and Indemnification: Client warrants and represents that they own or have obtained appropriate rights for any Goods listed for sale by the Client on the Website. The Client hereby agrees to release, indemnify and hold Lettopia.com and its officers, agents, representatives, shareholders, directors, employees, successors or assigns, harmless against any and all claims, lawsuits, demands, causes of action, costs, and expenses (including attorney's fees), by any third party as a result of, arising from, or in connection with, inter alia, the Goods, the Website, Client's storefront, intellectual property infringement, and Lettopia.com's operation of the Website including, without limitation, processing of orders, receipt of payment from buyers, and transfer of proceeds to Client.

12. Taxes Any sales, uses, property of similar taxes, whether federal, state, local or foreign, applicable to the Goods listed in this Agreement shall be be paid by the Client, and Client shall indemnify Lettopia.com for all such taxes.

13. Return Policy and Procedure. Lettopia.com has instituted a return policy. Client hereby consents to Lettopia.com's return policy and expressly agrees to be bound by its terms.

• a. Buyer may return the Goods for a full refund of its purchase price if: (i) Buyer gives written notice of its intent to return the Goods and ships the Goods to _____________ [RMA] within seven (7) business days from the date of receipt of the Goods; and (ii) the Goods are in their original condition and packaging (e.g., not worn, damaged, or altered). If all conditions above are met, Buyer shall be entitled to a full refund of the purchase price. No refunds for returns will be accepted on any Goods beyond seven (7) days after the Good delivery date, without exception.
• b. Client shall be solely and exclusively responsible for the refund to the buyer in all circumstances regardless of the cause or reason for the return of the Goods. Upon receipt of a notice of demand for refund and arrival of the Goods at the [RMA], Client shall send a wire transfer for the amount of the refund to [buyer or Lettopia.com] within seven (7) days.
• c. A buyer may return the Goods for an exchange of other Goods listed on the Client's storefront if: (i) Buyer gives written notice of its intent to exchange the Goods and ships the Goods to [RMA] within ninety (90) business days from the date of receipt of the Goods. Client shall be solely and exclusively responsible for the exchange to the buyer in all circumstances regardless of the cause or reason for the return of the Goods. Upon receipt of a notice of demand for exchange and arrival of the Goods at the [RMA], Client shall provide replacement Goods to the buyer within seven (7) days.

14. Limitation of Liability: LETTOPIA SHALL NOT BE LIABLE TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW FOR ANY DIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Client hereby agrees to hold harmless Lettopia.com including its officers, directors, subcontractors, agents, representatives, shareholders, employees, successors or assigns, liable for any direct, indirect, incidental, consequential, special, and exemplary damages whatsoever arising from the use of the Website, any transactions arising from or resulting from use of the Website, and the display of content uploaded, modified, and provided by the Client through the use of our services, even if Lettopia.com has been advised of the possibility of such damages, except where Lettopia.com has been grossly negligent or willful misconduct.

15. Confidentiality and Non-Disclosure: Lettopia.com has and will disclose proprietary and confidential information (“Confidential Information”) to the Client for the limited purpose of utilizing the services and products set forth in this Agreement. The proprietary and confidential information to be disclosed by Lettopia.com under this Agreement (“Confidential Information”) is described as and includes: Information relating to Lettopia.com's proprietary data, design layout and user functionality of the virtual storefront and administrative user interface (including software and schematics employed therefore), patentable ideas, copyrights and/or trade secrets, existing and/or contemplated products and services, sales data, costs and pricing data and method, payment method, personnel and business relationships, customer and client lists, advertising and marketing plans, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.

Client shall use the Confidential Information only for the purpose of utilizing the services and products as set forth in the Agreement. Client shall not disclose Confidential Information to any third party without the prior written consent of Lettopia.com. Confidential Information does not include information that was already known to Client prior to the time of disclosure by Lettopia.com as evidenced by written records, (ii) is available or becomes generally available to the public other than through a breach of this provision, (iii) is acquired or received rightfully and without confidential limitation by Client from a third party, or (iv) is independently developed by Client without breach of this provision.

The Confidential Information is and shall remain the property of Lettopia.com. Immediately upon the written request by Lettopia.com at any time, Client will return all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof. Client's confidentiality and non-disclosure obligations hereunder will be continuing and will survive expiration or termination of the Agreement.

Client acknowledges and agrees that, in the event of a breach or threatened breach of this provision, Lettopia.com shall be entitled to recover monetary damages, including but not limited to special, incidental, consequential or punitive damages, and any other available relief at law, whether based in contract, tort or otherwise, from Client. Client further acknowledges and agrees that the remedy at law for any breach of this provision is inadequate and that Lettopia.com will be entitled to specific performance, injunctive relief or any other equitable remedy without the need to prove actual damages and/or post any bond or other security deposit in connection with such remedy. In addition to the foregoing, Lettopia.com shall be entitled to immediately terminate this Agreement and terminate Client's access or participation in Lettopia.com.

In the event of any claim, action, proceeding or litigation arising from or related to this provision, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable costs incurred including attorney's fees and costs, and all other related expenses incurred in such claim, action proceeding or litigation.

16. Compliance with Laws: Client shall fully comply with all applicable federal, state, and local laws, rules, regulations, or ordinances. This Agreement is governed by the laws of the State of California, which laws are incorporated herein by reference.

17. Headings: The headings of the sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

18. Date of Agreement: This agreement is an "offer" to join Lettopia.com. This offer is only open for thirty (30) days from the date it is transmitted to Client or the Effective Date as listed above, whichever comes first. If thirty (30) days have passed and a new version of this agreement has been issued, or specific terms and conditions have been modified, Client will be offered another agreement as of that date and this agreement offer will no longer be valid.