By placing an order via the Illuminating Archetype (“Company”) portal, the Retailer agrees to abide by the terms and conditions outlined below.

1. Retail Standards. Retailer agrees to ensure its employees are knowledgeable about Company’s products and agrees to display Company products in a tasteful manner appropriate to successfully market the products to potential customers.
2. Authorized Locations. Retailer agrees to sell the Products at the authorized locations only and represents and warrants that the location is a legitimate storefront and is not located in a swap meet or flea market. Retailer may not display or sell the Products via mail order or on the Internet without prior written authorization from Company. Retailer agrees it will sell the Products to end consumers only and will not sell the products to any person or entity that Retailer knows or might reasonably believe has the intention of reselling the Products. Retailer agrees to educate its employees regarding this provision and will take reasonable steps to prevent the unauthorized diversion of Products to unauthorized sellers. Company will not sell to Retailer until such time that Retailer provides Company with a valid reseller’s permit number.
3. Internet Sales. If authorized by Company, Retailer may sell the Products on a website owned or controlled by Retailer only and not on any other site or through an affiliate program of any kind. Company reserves the right to withdraw its consent to Retailer’s sale of Products on the internet if Company determines that Retailer’s website does not meet the standards of Company’s brand and brand image. Retailer agrees it will not take any steps to obtain a higher position than Company with any search engine. If it comes to the attention of Company that Retailer is selling Products on the Internet without permission, including, but not limited to ebay or other auction sites, Retailer will be subject to immediate termination.
4. Advertising and Promotion. Retailer will not use Company trademarks or logos without the prior written consent of Company. Retailer agrees that it will not advertise or engage in promotional activities that are inconsistent with the brand image of Company. Retailer agrees to immediately remove any advertisement or other content upon the request of Company if Company determines, in the exercise of its sole discretion that the subject materials are disparaging to the Company and its products.
5. Order Fulfillment. Company will only be obligated to fulfill orders accepted by Company and Retailer must place a minimum opening order as designated by Company. Company reserves the right to refuse to fulfill any order for any or no reason. All orders will be paid in full by Retailer before shipment by Company unless Company has granted Retailer the right to purchase on terms. Retailer will pay shipping charges as notified by Company upon Company’s acceptance of Retailer’s order. If Retailer is granted payment terms, Retailer agrees to pay for each purchase of Products in accordance with the applicable price, payment and service charge schedule in effect at the time of shipment. Failure to make timely payments will subject Retailer to a credit hold. Credit terms, if given, are net 30. If a check is declined for insufficient funds, Retailer will pay Company a minimum of $25.00 handling charge for each non-valid check, plus a service charge of 1 and 1/2 % per month on the unpaid or delinquent amount until the amount owing is paid in full. Retailer’s payment terms will automatically become COD if a second check is returned or the first is not promptly paid. Continued non-payment or late payment will result in the termination of Retailer in addition to any other damages to which Company is entitled and awarded.
6. Delivery. Company will advise Retailer upon receipt of Retailer’s order of the availability of the products ordered and expected ship date.
7. Returns. Products may be returned to Company only with prior written permission from Company by way of its authorized return policy. Unauthorized returns may be rejected by Company and will not relieve Retailer of the obligation to pay for the Products returned. Retailer will incur a restocking charge of 15% plus shipping costs unless the Products in question were shipped to Buyer in error or are found to be defective by Company. Retailer will be responsible for risk of loss until the returned Products have been received, inspected and confirmed for return by Company. If non-defective returned items are not received in saleable condition, Retailer will pay the full cost of the returned items and all shipping expenses involved in the transaction as determined solely by Company.
8. Delivery Refusal. Delivery of ordered Products sold on terms may not be refused by Retailer without prior permission from Company. Retailer will be assessed a minimum 15% restocking charge, all associated shipping charges for improperly refused orders. Additionally, Company will have the right to convert Retailer to a COD account.
9. Attorney’s Fees. The prevailing party in any action arising under this Agreement or in connection with the parties’ business relationship will be entitled to recover its reasonable attorneys fees in addition to any other costs or damages that may be awarded.
10. Governing Law and Venue. The governing law for this Agreement or any issue arising between the parties will be the laws of the state of California. The exclusive venue for any action arising under this Agreement will be the state or federal courts located in San Diego County, California. Retailer specifically consents to be subject to the personal jurisdiction of said courts and waives the right to have the action brought or tried elsewhere.
11. This Terms Govern. These terms and conditions will govern the relationship between the parties and shall be controlling in the event there is any conflict between them and any agreement created by Retailer, including vendor guides or purchase orders. This Agreement may not be modified without the express written consent of Company. Retailer agrees that this Agreement is to be retroactive to the date Retailer was originally opened as an account, and supersedes all prior agreements between the parties regarding this subject matter, if any.