2. Orders: Orders regularly placed, verbal or written, cannot be cancelled except upon terms that will compensate Incode Corp. against loss incurred in reliance of the order.

3. Experimental Work: Experimental or preliminary work performed at the customer's request will be charged at current rates and may not be used until Incode Corp. has been reimbursed in full for the amount of the charges invoiced.

4. Creative Work: Such as sketches, copy dummies, and all preparatory work developed and furnished by Incode Corp., shall remain our exclusive property.

5. Condition of Copy: Upon receipt of the artwork, should it be evident that the
condition of the copy differs from that which had been originally described and
consequently quoted, the original quotation will be rendered void and a new quotation issued.

6. Preparatory Materials: Working mechanical art, type, negatives, positives, flat, plates, and other items when supplied by Incode Corp., shall remain our exclusive property unless otherwise agreed in writing.

7. Alterations: Represent work performed in addition to the original specifications. Such additional work shall be charged at current rates and be supported with documentation upon request.

8. Prepress Proofs: Shall be submitted with the original copy. Corrections are to be made on the "master set" and returned marked "Approved As Is" or "Revise and Send New Proof," and signed by the customer. If revised proofs are desired, the request must be made when proofs are returned. Incode Corp. cannot be held responsible for errors under either or both of the following conditions: if the customer has failed to return proof with the indication of changes, or if the customer has instructed Incode Corp. to proceed without submission of proofs.

9. Color Proofing: Because of differences in equipment, processing, proofing substrates, paper, plastic, inks, pigments, heat lamination, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between color proof and the completed job shall
constitute acceptable delivery.

10. Overruns/Underruns: Not to exceed +/-10% on quantities ordered, or the percentage agreed upon in writing, shall constitute acceptable delivery. Incode Corp. will invoice for actual quantities within this tolerance. Any additional overruns remain exclusive property of Incode Corp..

11. Customer's Property: Incode Corp. will maintain fire, extended coverage, vandalism, malicious mischief, and sprinkler leakage insurance on all property belonging to the customer while such property is in Incode Corp.'s possession. Incode Corp.'s liability for such property shall not exceed amount recoverable from such insurance. Customer's property of extraordinary value shall be insured through mutual agreement.

12. Delivery: Unless otherwise specified, the price quoted is for single shipment without storage, F.O.B. Incode Corp.'s platform. Proposals are based upon continuous and uninterrupted delivery of complete order, unless specifications distinctly state otherwise. Charges related to delivery from customer to Incode Corp., or from customer.

14. Customer-Furnished Materials: Paper or plastic stock, inks, camera copy, film color separations, and other customer-furnished material shall be manufactured, packed, and delivered to Incode Corp.'s specifications. Additional costs due to delays or impaired production caused by specification deficiencies shall be charged to the customer. All customer-furnished materials remain the property of the customer, and will be returned upon request at customer's expense.

15. Terms: Payment shall be whatever was set forth in quotation or invoice unless otherwise provided in writing. If no terms are present, 50% down, balance cash COD will be the established norm. Claims for defects, damages, or shortages must be made by the customer in writing with a period of fifteen (15) days after delivery of all or any part of the order. Failure to make such a claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with terms, conditions, and specifications.

16. Liability: Incode Corp.'s liability shall be limited to stated selling price of any defective goods, and shall in no event include special or consequential damages, including profits (or profits lost). As security of payment of any sum due or to become due under terms of any agreement, Incode Corp. shall have the right, if necessary, to retain possession of, and shall have a lien on, all customer property in Incode Corp.'s possession including work in process and finished work. The extension of credit or the acceptance of notes, trade acceptance, or guarantee of payment shall not affect such security interest and lien.

17. Indemnification: The customer shall indemnify and hold harmless Incode Corp. from any and all loss, cost, expense, and damages (including court costs and reasonable attorney fees) on account of any and all manner of claims, demands, actions, and proceedings that may be instituted against Incode Corp. on grounds alleging that the said printing violates any copyrights or any proprietary right of any person, or that it contains any matter that is libelous, obscene or scandalous, or invades any person's right to privacy or other personal rights, except to the extent that Incode Corp. contributed to the matter. The customer agrees, at the customer's own expense, to promptly defend and continue the defense of any such claim, demand, action, or proceeding that may be brought against Incode Corp., provided Incode Corp. shall promptly notify the customer with respect thereto, and provided further that Incode Corp. shall give the customer such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense.

19. Acceptance: Submission of an order constitutes acceptance of these terms.