"Fulfillment" Agreement

                        By selecting “I accept” on the computer screen prior to submission of your order, you, as a “Merchant” agree to the following terms and conditions of the services provided by WeFulfillIT.com, a division of To Be Delivered LLC

1. Terms

The following terms are defined for use in this Agreement:

“Merchant” is any party, individual, company, organization, or legal entity that is seeking fulfillment and distribution services from WeFulfillIT.com.

"Merchant's Product" means any product that is manufactured or distributed by Merchant, which meets WeFulfillIT.com's product requirements, and is "accepted" by WeFulfillIT.com and stored in its warehouse.

"Merchant's Web Site" means one or more interactive Internet World Wide Web sites maintained by Merchant for the purpose of displaying and offering products for sale to Customers.

"Customer" means any person desiring to make a purchase of a Merchant Product.

"WeFulfillIT.com" and "Authorized Online Retailer" refer to WeFulfillIT.com of Toledo, Ohio.

“WeFulfillIT.com et al” refers to the employees, agents, owners, members, associates, and other parties acting on behalf of WeFulfillIT.com as well as To Be Delivered LLC and all its members, employees, agents, owners, members, associates, and assignees.

"Delivered" means the Product(s) has been placed with a common carrier such as the United States Postal Service, UPS, or Federal Express etc., shipping charges prepaid, with instructions to deliver the Product(s) to the Customer.

"Accounting Period" means each monthly period, from the first business day of the month to the last business day of the month, during the Term of This Agreement.

"WeFulfillIT.com Fees" means the fees that WeFulfillIT.com charges for processing orders and are subject to change solely at the discretion of WeFulfillIT.com.

"Term of this Agreement" means the term beginning when Merchant accepts this agreement and terminating when cancelled by Merchant or WeFulfillIT.com under section 5.

2. Description of Services:

WeFulfillIT.com is a provider of fulfillment services.  Fulfillment services are generally described as the storing of a Merchant’s product, the packaging, and subsequent shipping thereof, depending upon the needs of the Merchant. These services are provided to Merchants desiring to sell products.

3. Implementation

Merchant will use WeFulfillIT.com’s online Merchant Information Station to maintain a list of Merchant's Products for sale. Merchant will develop and maintain marketing programs, which will advertise and describe these products. Merchant will design these Web sites in a manner, which automatically transmits customer orders to WeFulfillIT.com, using the instructions provided to Merchant via WeFulfillIT.com’s Merchant Information Station.

Upon receipt of each valid Customer order, the order can be viewed on the Merchant Information Station. WeFulfillIT.com will promptly ship the ordered product(s) to the Customer.

4. Payments

Merchant agrees to pay WeFulfillIT.com as described hereinafter. WeFulfillIT.com will either maintain Merchant's bank account information or valid credit card for the purpose of direct withdrawal of fees due. Merchant expressly authorizes WeFulfillIT.com to withdraw payment for services rendered from the Merchant’s payment method. A valid credit card must remain on file regardless of which method is preferred and will be automatically billed should Merchant’s bank account lack sufficient funds. Merchant agrees to hold WeFulfillIT.com et al. harmless for any failure of the Merchant to maintain sufficient funds or resulting overdrafts or non-sufficient funds (NSF) checks arising from any withdrawal of funds by WeFulfillIT.com et al.

The amount to be paid by Merchant will be determined on the 14th and last business day of each month following each Accounting Period during the Term of this Agreement. WeFulfillIT.com will take its payments from Merchant as promptly after these dates as is practicable. The payment due to WeFulfillIT.com is equal to the sum of all fees for products, which have been delivered within the specified time period

Merchant agrees and understands that any account over 60 days past due from the date of the invoice is a failure to abide by the terms of this agreement such that termination automatically arises, without need of the notice requirement set forth in Paragraph 5, below, and that liquidation procedure of the inventory is authorized by Merchant, again, as set forth in Paragraph 5 below, as part of the termination of the agreement.

5. Cancellation

The Merchant and WeFulfillIT.com may at any time to cancel this Agreement provided that sufficient notice is given. A 30-day written notice is required. Upon cancellation by either party, this Agreement will terminate and WeFulfillIT.com will no longer ship orders. Minimums, storage fees, fulfillment fees and shipping fees will apply until product is shipped back to the Merchant on WeFulfillIT.com’s shipping account at the Merchants expense.  WeFulfillIT.com is under no obligation to ship back the product until payment for such shipping expense is made in advance.   Furthermore, Merchant agrees and authorizes that WeFulfillIT.com has a lien upon the product until the entire account due WeFulfillIT.com is paid in full.  Merchant authorizes WeFullFitIT.com to sell said product to any willing buyer at fifty percent (50%) of the wholesale cost or value if, at any time, the Merchant’s account becomes past due by more than 60 days. No notice is required for such liquidation of the product because the failure to pay upon the past due account is notice enough. After liquidation, WeFulfillIT.com will apply the proceeds to its outstanding invoices and refund any excess monies to the Merchant.  Any amount still owing will remain the responsibility of the merchant and formal collections proceedings will ensue as well as reporting to all credit reporting agencies. Any payments due for Orders shipped prior to cancellation will be paid according to the payment terms set forth above. In the event that the Merchant is current in its payment to WeFulfillIT.com, the Merchant may either pickup all remaining Stock in WeFulfillIT.com's warehouse, or pay WeFulfillIT.com for shipping to return all remaining Stock to Merchant.

Sections 1, 4, 5, 6b, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive termination of this Agreement.

6. General Terms and Conditions.

a) Losses.

Merchant shall defend, indemnify and hold WeFulfillIT.com et al. harmless from all claims, expenses, and losses occurring for any reason in connection with the packaging and shipping of Merchant's Product(s) to Customers by WeFulfillIT.com, specifically including, without limitation, the costs and expenses of warranty and/or service claims of Customers arising out of express or implied representations of Merchant or by operation of law, regulation, or trade custom.   If WeFulfillIT.com et al. is named in any lawsuit or claim arising out of Merchant’s product or the packaging and shipping thereof, Merchant agrees to indemnify and defend WeFulfillIT.com et al against such claims or suits.   Furthermore, WeFulfillIT.com et al, at its option, may select its own legal counsel for its defense, the cost of such counsel shall become an authorized charge to the Merchant on its account and Merchant shall promptly reimburse the expense of WeFulfillIT.com et al.’s legal counsel.

b) Customer Support.

Merchant shall at all times have the ability to respond promptly to inquiries from WeFulfillIT.com on behalf of Customers, and shall endeavor to resolve disputes with Customers amicably. In addition, WeFulfillIT.com reserves the right to charge Merchant reasonable fees and recover its expenses on account for Customer inquiries. Prior to imposing such fees and attempting to recover its costs, WeFulfillIT.com shall notify Merchant of the details and nature of the problems and attempt to find mutually acceptable solutions.

7. Regulation Authorization

Merchant represents and warrants that it is legally authorized and has obtained all necessary regulatory approvals and certificates to sell any product it intends to offer.   Furthermore, if a legal entity other than a sole proprietorship, Merchant warrants that it has received authorization and approval to enter into this agreement from its Board or Members or owners or President or other party governing the entity.   Merchant further represents that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by the Federal Trade Commission, state and local consumer protection agencies, and credit card governing agencies regarding Merchant's Products and the sale of products over the Internet or in situations where the card is not present.   Merchant also warrants that its products are not unlawful, not inherently dangerous, do not include munitions, endangered animals or animal parts, toxic waste or include immoral products, such as child pornography.

8. Taxes

Each party agrees to report and pay its own taxes imposed on its income by any jurisdiction, such as state and federal income taxes.   WeFulfillIT.com does not and will not collect taxes on behalf of Merchant and will not maintain an escrow account for the payment of taxes.   Merchant understands that it is solely responsible for payment of taxes to the respective states or governing entities and will hold WeFulfillIT.com et al harmless and indemnify and defend WeFulfillIT.com et all for all such tax liability.

Further, the parties agree that if additional taxes in the nature of an excise, sales or use tax are imposed in connection with WeFulfillIT.com's services on behalf of Merchant, the burden of such taxes shall be the Merchant's responsibility. WeFulfillIT.com shall have the right, at it’s discretion, to either terminate this agreement or to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Merchant or on account of its own sales of products if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from Merchant under Section 10 of this Agreement the amount of any such taxes and related penalties and interest which are paid by WeFulfillIT.com with its own funds.

9. Limitations of Liability for the WeFulfillIT.com service

WeFulfillIT.com et al. assumes no liability for disruptions or improper operation of its equipment or software for any reason, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, human error, extreme or severe weather conditions or any other causes in the nature of "Acts of God" or force of nature. WeFulfillIT.com et al. shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances.   In no case shall Merchant be entitled to recover damages from WeFulfillIT.com et al, which exceed the sum of the amounts of service fees retained by WeFulfillIT.com under this Agreement during the six months prior to event giving rise to the claim for damages.   Merchant agrees that claims brought by Merchant must be brought in a court of appropriate jurisdiction in the venue of Toledo, Ohio and that Ohio law applies to all disputes.   Merchant further agrees that prior to bringing any claims against WeFulfillIT.com et al, Merchant must first notify WeFulfillIT.com et al in writing and grant WeFulfillIT.com 30 days to research any such claim and another 30 days to remedy the same if warranted.   Thereafter, Merchant may bring suit, but that the right to any such suit shall expire within one year of the claim arising.  These conditions precedent to suit do not apply for issues regarding nonpayment of an account by the Merchant.

10. Indemnification

Merchant is fully responsible for the advertising and promotion of all of Merchant's Products. Merchant certifies and represents to WeFulfillIT.com that it is the owner or that it has full right and authority to use and disseminate all information, data, graphics, text, video, music or other intellectual property which either forms a part of its Web site, which is provided by Merchant to Customers, or which is used by Merchant in its advertising and promotion and to sell and deliver products to Customers.

Merchant agrees to defend, indemnify and hold harmless WeFulfillIT.com et al, its employees, officers, agents, and directors from any and all fines, penalties, losses, claims, expenses (including attorney's fees), or other liabilities resulting from or in connection with this Agreement. WeFulfillIT.com assumes no liability of the Merchant for failure to follow this Service Agreement and any results caused by the acts, omissions or negligence of the Merchant, sub-contractor or an agent of Merchant or an employee of any one to them, including, but not limited to, claims of third parties arising out of or resulting from or in connection with the Merchant's Products, messages, programs, caller contracts, promotions, advertising, infringement or any claim for libel or slander or for violation of copyright, trademark or other intellectual property rights.

11. Default

In the event Merchant defaults in any provision or fails to perform pursuant to this Agreement, WeFulfillIT.com shall be entitled to damages, costs and attorney's fees from the Merchant.

12. Invalid or Non-enforceable Provisions

The invalidity or non-enforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provision were omitted.

13. Choice of Law, Jurisdiction and Venue

This Agreement shall be construed and enforced in accordance with the laws of the State of Ohio without regard to Ohio law concerning conflicts of law. The state court having jurisdiction over Lucas County, Ohio and the Small Claims Division of Toledo Municipal Court shall have exclusive jurisdiction over all actions between the parties arising out of this agreement. All parties expressly consent to personal jurisdiction and venue in such courts for such actions.

14. Captions

The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement.

15. Amendments and Modifications

WeFulfillIT.com may make amendments or modifications to this Agreement from time to time. Whenever practical, WeFulfillIT.com will give Merchant advance notice of the changes to this Agreement. Such amendments or modifications shall take effect upon notice to the merchant, or thereafter, as indicated in the notice.

16. Notices

All notices required or contemplated hereby shall be forwarded by email to WeFulfillIT.com and to Merchant at the email address specified by the merchant upon signing up for WeFulfillIT.com's services, or such other email address as either party may specify, by notice. Such notice shall be effective on the date it is transmitted.