General Terms and Conditions

The Vanity Project LLC

1. General Terms and Conditions

Last Updated February 17, 2026

These General Terms and Conditions together with any other agreements or terms incorporated by reference, including the Warehouse Protocol and Routing Guide and the Development Terms and Conditions, govern the use of the Services (as defined herein) (the “Agreement”). This Agreement constitutes a binding and enforceable legal contract between The Vanity Project LLC, a Nevada limited liability company, (“TVP”) and any individual or entity that uses the TVP website, or uses any Services offered by TVP as the same may be documented in any SOW (as defined below) (”you” or the “Client,” and collectively with TVP, the “Parties,” and each a “Party”).

1. Services; License.

   1. Scope of Work.  

      1. The Parties understand and agree that TVP may be engaged by the Client from time to time to assist with the design and/or development of Client products that Client desires to provide or to otherwise commercialize (the “Products”); design and development of the Client’s e-commerce sites; warehousing, production of Client Products, fulfillment, and logistics for the Client’s Products; in an advisory capacity with regards to the Client’s e-commerce business; and to provide other services as mutually agreed upon by the Parties (collectively, the “Services”). Prior to any Services commencing, the details of each engagement, including, without limitation, the nature and scope of the Services, applicable pricing or payment terms, timelines, deliverables, and any additional or modified terms (each, an “Engagement”), will be set forth in one or more written instruments evidencing the Parties’ agreement, which may include a written proposal, scope of work, statement of work, pro forma invoice, production order, design or service acknowledgment, email exchange, or other written confirmation (whether formal or informal) issued or confirmed by TVP and accepted by the Client  (each, a “SOW”). An SOW shall be deemed accepted and binding upon the earliest to occur of: (A) the Client’s execution (including electronic or digital signature) of such SOW; (B) the Client’s written acceptance or confirmation (including by email) of the applicable terms; (C) the Client’s issuance of a purchase order, payment of any deposit or invoice, or approval of a pro forma invoice relating to any Engagement; or (D) the Client’s authorization of TVP to proceed with, or acceptance of, any Services or deliverables described therein.

      2. To the extent any provision of this Agreement conflicts with any provision of an applicable SOW, the provisions of this Agreement shall govern, unless such SOW expressly and specifically states the Parties’ intent to supersede this Agreement with respect to the specific conflicting provision.

      3. TVP shall use commercially reasonable efforts to meet the milestones and complete designated projects within the timetables set forth in any SOW. If TVP becomes aware of any circumstance that reasonably may be anticipated to lead to any material deviation from the development timetable as set forth in the applicable SOW, TVP shall notify Client of such circumstances as quickly as reasonably possible.

1. License; Membership. 

   1. Subject to the terms of this Agreement and any SOW wherein TVP may provide Client with access to its proprietary backend client dashboard (“Phantom”), and further subject to Client’s continued compliance with the terms of this Agreement and any other restrictions on the use of Phantom in this Agreement, TVP grants to Client a non-exclusive, non-transferable, royalty-free, non-sublicensable, limited, revocable right (i) for Client, and its employees, agents, representatives and contractors who are permitted access to Phantom by Customer as authorized in the SOW ("Authorized Users") to access Phantom, for Customer’s internal business use.

   2. Client hereby undertakes to: i) use Phantom, and any related software, in compliance with all applicable laws and regulations, including but not limited to applicable data security and privacy laws; ii) abstain from submitting or including any intellectual property for which Client does not have an explicit license for use in Phantom or with any Products; (iii) abstain from creating, submitting, or uploading any content that can be reasonably construed as libelous or defamatory of any third party, and; (iv) manage and secure all login credentials used by Authorized Users in connection with their use of the Platform and protect the same against unauthorized use or disclosure using reasonable standards in the industry. Customer shall be liable for any action of its Authorized Users.

   3. TVP may offer different types of account membership reflecting varied features or levels of access to Phantom or the Services (each a “Tier”). Each available Tier may be communicated in any SOW, as well as applicable pricing and additional terms not contemplated in this Agreement. TVP may at any time, at its sole discretion, modify or restrict benefits associated with any Tier without prior notice. 

2. Fees. In consideration for the Services, Client shall pay TVP all fees and any applicable taxes, as described in any SOW or upon written notice from TVP (the “Fees”).  Fees shall be payable within 30 days of issuance of the applicable invoice, or in any arrangement as may be agreed upon in any SOW or as agreed upon by both Parties. All payments not made when due, shall be subject to a late charge of 1.5% per month compounded annually, and Client will be responsible to pay for all reasonable out-of-pocket attorney’s fees in the enforcement of this Section or collection of any Fees. Payment of Fees shall be made by any form as designated by TVP in its sole discretion. In the event that Client is required by law to deduct and/or withhold any amounts from any payments due hereunder, it shall gross-up and increase the amounts to be paid to TVP so that the actual net amount to be paid to TVP shall equal the fees that would have been due to TVP without such deduction or withholding. Additionally, TVP reserves the right to update any Fees contemplated under this Agreement by providing a thirty (30) day notice to Client.

3. Term; Survival.

1. 1. Unless otherwise specified in any SOW, the term of any engagement shall be a period of one (1) year and shall automatically renew for consecutive one (1) year terms thereafter (the “Term”).  TVP may terminate this Agreement for convenience at any time, for any reason, within its sole discretion, upon the provision of sixty (60) days’ notice in writing (email being sufficient).  The Client may only terminate this Agreement for convenience upon written notice (email being sufficient) within sixty (60) days of the expiration of any given one (1) year term, after the expiration of the initial one (1) year term.  In addition, TVP may terminate this Agreement upon written notice, if Client, or its agents, employees or representatives breach any of its obligations set forth in this Agreement, if said breach is not cured with fifteen (15) days from the date of the receipt of a written notice to cure said breach.  Further, TVP may immediately terminate this Agreement upon written notice, if such party, or its agents, employees or representatives do any of the following:  (i) make any material misrepresentations to TVP; (ii) is found to have been convicted of a felony; (iii) is judged bankrupt or insolvent, makes a general assignment for the benefit of its creditors, a trustee or receiver is appointed for Client; or any petition by or on behalf of Client is filed under any bankruptcy or similar laws; or (iv) Client otherwise commits any act in a manner that causes or could cause public disparagement of TVP’s good name or goodwill.  Any exceptions thereto, shall be agreed upon in writing by and between the parties hereof, and shall be specified in any SOW.

   2. Upon termination of this Agreement, Client will immediately cease use of Phantom, each Party shall return to the other Party or destroy (at disclosing Party’s option) all the other Party's Confidential Information (as defined below) in its possession and any outstanding undisputed Fees shall become due and payable. In no event will the termination of this Agreement obviate Client’s obligation to pay the Fees in full, unless as otherwise agreed to in writing by TVP. The Fees due to TVP upon termination may include any hourly labor fees necessary to terminate any SOW in a professional manner.

   3. Sections I(D) [Intellectual Property; Confidentiality; Non-Circumvention], I(E) [Disclaimer; Limitation of Liability],‎ I(F) [Indemnification], and any provision pertaining to payment of Fees or other payments due to TVP shall survive any expiration or termination of this Agreement.

4. Intellectual Property; Confidentiality; Non-Circumvention.

1. 1. All intellectual property rights in Phantom, the Services and any part thereof, including any and all content, derivatives, changes and improvements thereof shall remain the exclusive property of TVP. Client shall (i) not attempt to infiltrate, hack, reverse engineer, decompile, or disassemble Phantom or any part thereof for any purpose or use it to build a competitive service or product; (ii) not represent that it possesses any proprietary interest in Phantom or any part or derivative thereof; (iii) not directly or indirectly, take any action to contest TVP’s intellectual property rights or infringe them in any way; (iv) except as specifically permitted in writing by TVP, not use the name, trademarks, trade-names, and logos of TVP; (v) except as specifically permitted herein, not copy any part or content of Phantom, reports or documentation other than for Client’s own internal business purposes; (vi) not retain any content, copy any features, functions or graphics of Phantom or use it to build a competitive product or service; and (vii) not remove the copyright, trademark and other proprietary notices contained on or in Phantom, any products, Services or documentation. Client shall take no action, directly or indirectly, to register TVP trademarks (or their variation), domain names, or copyrights in its own name and shall provide commercially reasonable assistance to TVP to prevent the occurrence of such activity by any third parties. All intellectual property rights in the Client’s materials, as well as, any data, materials or Confidential Information, including any modifications, enhancements and derivatives thereof (collectively, “Client IPR”) lie exclusively with Client or its licensors. 

   2. Client hereby grants to TVP: (a) a non-exclusive, non-sublicensable, revocable, non-transferable, royalty-free, worldwide license during the Term to use, reproduce, and prepare derivative works of all Client materials, including without limitation any data provided to TVP by Client in connection with this Agreement solely to permit TVP to perform the Services to Client as set forth in this Agreement, and (b) a perpetual, non-exclusive, non-sublicensable, revocable, non-transferable, royalty-free, worldwide license to analyze anonymized data obtained through Services in order to provide Client with analytics and reports, and improve the Services, all subject to TVP’s compliance with applicable law and privacy regulations.

   3. The receiving party agrees (i) not to disclose the disclosing party’s Confidential Information to any third parties other than to its directors, employees, advisors, manufacturing partners, or consultants (collectively, its “Representatives”) on a “need to know” basis and provided that such Representatives are bound by confidentiality obligations not less restrictive than those contained herein; (ii) not to use or reproduce any of the disclosing party’s Confidential Information for any purposes except to carry out its rights and responsibilities under this Agreement; (iii) to keep the disclosing party’s Confidential Information confidential using at least the same degree of care it uses to protect its own confidential information, which shall in any event not be less than a reasonable degree of care; provided that, the receiving party shall not be required to obtain a separate written nondisclosure agreement from any Representative that is a manufacturing partner, but instead the receiving party will implement commercially reasonable measures, in line with industry practice, to protect the Confidential Information as if it were its own. Notwithstanding the foregoing, if the receiving party is required by legal process or applicable law, rule, or regulation to disclose any of the disclosing party’s Confidential Information, then prior to such disclosure, if legally allowed, receiving party will give prompt notice to the disclosing party so that it may seek a protective order or other appropriate relief.  The confidentiality obligations hereunder shall expire five years from the date of termination or expiration of this Agreement (and with respect to trade secrets- in perpetuity) and shall supersede any previous confidentiality undertakings between the parties. 

   4. For the purposes hereof, "Confidential Information" means any proprietary or trade secret information (including, but not limited to, information pertaining to vendors, manufacturers, customs brokers, or design consultants) disclosed by one party to the other which can be reasonably understood under the circumstances to be confidential, but excluding any information that: (i) is now or subsequently becomes generally available in the public domain through no fault or breach on the part of receiving party; (ii) the receiving party can demonstrate in its records to have had rightfully in its possession prior to disclosure of the Confidential Information by the disclosing party; (iii) the receiving party rightfully obtains from a third party who has the right to transfer or disclose it, without default or breach of this Agreement; (iv) the receiving party can demonstrate in its records to have independently developed, without breach of this Agreement and/or any use of or reference to the Confidential Information.  For avoidance of doubt, Client IPR shall be deemed Client Confidential Information. 

   5. During the Term of this Agreement and for twelve (12) months thereafter, Client shall not, directly or indirectly, solicit, contract with, or otherwise engage any third party, including but not limited to employees of TVP, manufacturing partners, vendors, contractors, and consultants, introduced or made available by TVP in connection with the Services, except through TVP or with TVP’s prior written consent.

5. Disclaimers; Limitation of Liability.

1. 1. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT OR ANY SOW, TVP PROVIDES THE SERVICES TO CLIENT ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATION OF ANY KIND, AND TVP EXPRESSLY DISCLAIMS ALL WARRANTIES - STATUTORY, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHENTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY. TVP FURTHER DISCLAIMS ANY WARRANTY THAT THE OPERATION OF PHANTOM OR ANY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

   2. CLIENT ACKNOWLEDGES THAT TVP SHALL NOT BEAR ANY LIABILITY OR RESPONSIBILITY FOR FAULTS, ERRORS OR ERRONEOUS OUTPUT PROVIDED ON THE BASIS OF UNTIMELY, INCOMPLETE, INACCURATE, FALSE OR MISLEADING INFORMATION PROVIDED BY CLIENT THE AUTHORIZED USERS, OR AS A RESULT OF THIRD-PARTY APPLICATIONS.

   3. EXCEPT FOR WILLFUL MISCONDUCT, FRAUD OR BREACH OF CONFIDENTIALITY OBLIGATIONS HEREUNDER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, TVP’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES, WHICH SHALL NOT INCLUDE INCIDENTAL CHARGES SUCH AS POSTAGE, SHIPPING, ETC,PAID BY CLIENT TO TVP DURING THE 12 MONTHS PRECEDING THE DATE THE LIABILITY FIRST ARISES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA (INCLUDING END-USER INFORMATION), CYBER CASUALTY, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Indemnification.

1. 1. Client shall defend, indemnify, and hold TVP harmless from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (i) any alleged defect, act, omission, or misrepresentation relating to any products provided to TVP by the Client or its agents or contracts (“Third-Party Products” or “Third Party Product”); (ii) any actual or alleged infringement or misappropriation of any intellectual property or proprietary right arising from the Services or the manufacture, sale, marketing, or use of the Products in accordance with Client’s specifications or instructions; or (iii) any data breach, unauthorized access, or other cyber incident involving Client’s systems, stores, or customer information.

   2. In the event of a claim of intellectual property infringement, Client may, at its sole expense and option, (i) procure the right for TVP to continue using the affected Product, (ii) replace it with a non-infringing Product of equivalent performance, or (iii) modify it to make it non-infringing. TVP shall have no liability for infringement claims arising from any modification of the Products by or on behalf of Client or from their combination with materials not furnished by TVP. 

   3. TVP shall defend, indemnify, and hold Client harmless from and against any and all third-party claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from any injury or damage (including personal injury or property damage) caused by or resulting from any alleged defect in the material or workmanship of the Products, except to the extent such claims arise from (i) Client’s or its purchasers’ misuse of the Products, or (ii) use of the Products not in compliance with applicable laws, regulations, or written instructions. In no event shall TVP be liable for any indirect, consequential, incidental, special, exemplary, or punitive damages (including loss of profits, revenue, or business opportunity), whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages. Indemnification hereunder shall be conditioned upon: (a) Client notifying TVP of the claim promptly upon becoming aware thereof, (b) Client allowing TVP to assume full control of the defense and settlement of such claim, and (c) Client reasonably cooperating with TVP in the defense and settlement of the claim

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   7. Privacy. TVP collects and uses your information according to its privacy policy [www.tvp.nyc/privacy-policy]. You acknowledge that you are responsible for securing your own information (including passwords), keeping your sensitive information confidential, and taking responsibility for actions taken in connection with your user account. Please review our Privacy Notice, which also governs your visit to the Platform, to understand our practices regarding the protection of your privacy.

8. Publicity; Non-Disparagement. As of the effective date of any SOW, Client hereby grants TVP a non-exclusive, worldwide, royalty-free license to use the Client’s name, trademarks, trade names, any design concepts prepared for Client by TVP and logos in connection with marketing materials, press releases, websites, and other collateral related to the Services. TVP is authorized to use such materials without the need for prior approval, provided that such usage is in compliance with applicable laws and regulations and does not disparage or otherwise negatively affect the Client’s reputation. Each of the Parties agrees that it will not make any statement, including, without limitation, through social media outlets, that disparages, demeans, discredits or deprecates the other party at any time; provided however that nothing shall prohibit either Party from asserting or enforcing any claim or defense thereto, or making statements they believe are necessary in connection with the fulfillment of any obligations under applicable law.

9. General.

1. In the event of any conflict or inconsistency among the terms of the following documents, the order of precedence shall be as follows: (a) this Agreement; (b) any applicable SOW; (c) the Development Terms and Conditions; (d) the Warehouse Protocol and Routing Guide. The terms of a lower-precedence document shall be interpreted to give effect to the higher-precedence document, to the fullest extent possible.

2. Any notice that either Party is required to give the other Party must be in writing and may be given: (i) by e-mail; (ii) by personal delivery to an officer of the Party; or (iii) by mailing the same by registered or certified mail to the Party to whom the notice is directed at the address of such Party as represented in any SOW or as the Parties may hereinafter designate.

3. Any amendment to this Agreement or any SOW will be made only in written agreement by both Parties. Client may not transfer or assign its rights or obligations under this Agreement to any third party, except to an affiliate or in the case of merger or sale of all or substantially all the assigning Party's assets. Any purported assignment contrary to this section shall be void. 

4. If any part of this Agreement is declared invalid or unenforceable for any reason, such part shall be deemed modified to the extent necessary to make it valid and operative and in a manner most closely representing the intention of the parties, or if it cannot be so modified, then eliminated, and such elimination shall not affect the validity of any remaining portion, which shall remain in force and effect. 

5. Any failure by TVP to insist upon or enforce performance by the other of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law will not be construed as a waiver or relinquishment of any right to assert or rely upon the provision, right or remedy in that or any other instance. 

6. This Agreement is governed by the laws of the State of New York, without regards to its conflict of laws principles, and any dispute arising from this Agreement shall be brought exclusively before the federal courts of New York, New York.

2. Additional Terms for the Phantom Platform

1. Platform Access. TVP reserves the right to add to, delete from, or modify any part of Phantom at any time without prior notice. TVP may alter, suspend or discontinue Phantom or your access to Phantom if TVP finds in its sole determination that Client is in breach of any obligation under this Agreement, without notice or liability to you or any third party. Phantom may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damage to Client or an Authorized User’s systems or operations. Client is solely responsible for ensuring that any information or content obtained from Phantom does not contain any virus or other computer software code or subroutine designed to disable, erase, impair or otherwise damage Client or any Authorized User’s systems, software or data.

2. Platform Connectivity. Client agrees and acknowledges that TVP will bear no responsibility for the functionality of Phantom if Client’s website or store connected to Phantom utilizes any third-party software installed by, or on behalf of, Client (“Third-Party Applications”). Client acknowledges that the use of Third-Party Applications may make the Client’s website or store incompatible with some or any of the Services and Phantom.

3. Reported Data. Phantom provides a virtual portal for generating shipments, connecting the Platform to your e-commerce platform, and managing your inventory levels. Client agrees and acknowledges that, whether provided directly by TVP or through a distribution partner, there may be errors in reports generated and any inventory figures or reporting may not be relied upon.

4. Phantom Wallet. Client may upload payment information directly into Phantom. Any information contained therein is held by TVP in compliance with its Privacy Policy and all applicable laws. TVP is not responsible for third-party payment processors (each a “Processor”), and Client agrees and acknowledges that it will be subject to and comply with any additional terms and conditions for any Processor.

3. Additional Terms for Production Services

1. Production Pricing; Payment Terms. 

1. Any production pricing will be agreed upon by the Parties in any SOW, and/or other written communication prior to the commencement of such work. Client understands and agrees that printing rates, fabric prices, and other material prices are subject to change due to market forces, provided that TVP will use reasonable efforts to notify Client of any price changes prior to instituting a change via an updated SOW, to be approved by the Client. Client understands and agrees that discrepancies in pricing may arise when the Parties are discussing unofficial estimates before production begins. In the event of any discrepancies prior to the commencement of such work, TVP will confirm pricing with an estimate, invoice or updated SOW.

2. Notwithstanding anything to the contrary in this Agreement, Client may be required to keep a credit card or other payment method on file with TVP (the “Payment Method”). Client hereby authorizes TVP to charge its Payment Method for any Fees incurred, either relating to the production of any Products or the provision of Services. TVP will invoice Client no less than once per month for fulfillment. Upon payment, or after the passage of five (5) business days from the receipt of an invoice, that invoice shall be considered accepted by Client. There shall be a monthly-minimum charge in the amount of $500.00 USD, for Services to be performed by Company on behalf of Client, and such minimum charges shall be exclusive of any additional Services selected, and inclusive of any storage costs.

2. Timelines. TVP uses reasonable efforts to make a delivery within two weeks after production is finished. Clients who are concerned about meeting deadlines should contact a TVP representative. Rush orders on certain Products may be available for an additional rush fee (“Rush Order”). Client acknowledges that delivery times may vary and any TVP communication regarding the same are for general information purposes only and are not to be relied upon.TVP may agree to provide a Rush Order and, in addition to any other obligation regarding the Fees in this Agreement, such Rush Order may be subject to (i) a non-refundable fee, and (ii) at TVP’s election, a separate addendum. Any Rush Order shall be provided free from any warranties whatsoever.

3. Unavailability of Products. If an order will be delayed due to a Product’s being back ordered, defective, or discontinued, TVP will notify Client. At that time, Client will have the option to:

1. Hold the order until all item(s) are available for shipping;

2. Cancel the item(s) causing the delay, and request shipment of the remaining item(s);

3. Indicate, by written notice (email being sufficient), the desired change in style, color, or size, based on availability;

4. Cancel the entire order.

2. Returns; Cancellation. 

1. Products that do not adhere to TVP’s quality control standards or are objectively damaged will be pulled from the final shipment and a refund will be initiated automatically for the damaged units. TVP will not accepts returns or provide a refund payment unless and until Client can demonstrate that, for any Product: (a) the blank items themselves are materially flawed; or (b) the design of the final Product is materially different from the final design submitted by Client.

2. Order changes and cancellations are only possible when requested prior to approval of any pro-forma documentation. Once the production process for any Product has started, changes and cancellations can no longer be accepted. Please note that changes to an order may impact delivery dates and pricing.

3. If TVP becomes aware of any order or submission through Phantom or for Products that violate the terms of this Agreement, including but not limited to any material that is or may be infringing on third party intellectual property, unlawful, harmful, threatening, abusive, vulgar, libelous or defamatory, then TVP reserves the right to cancel any order.

4. Risk of Loss. Products that may be purchased from or via TVP may be transported and delivered to you by an independent carrier not affiliated with, or controlled by, TVP. Title to products purchased from or via TVP or through Phantom, as well as the risk of loss for such products, passes to you when TVP or our supplier delivers these items to the carrier. 

5. On-Demand Production. For on-demand Products, the production price per Product shall be set forth on a spreadsheet, the relevant SOW, and/or other written communication prior to the commencement of such work. On-demand production prices may fluctuate due to many factors outside of TVP’s direct control, including but not limited to materials, production fees, taxes (including sales or value-added taxes imposed by manufacturing partners), shipping, or other third-party charges. TVP will use commercially reasonable efforts to notify Client of material pricing changes as soon as practicable On-demand production is completed and fulfilled by independent third-party printing partners or manufacturing partners that TVP will curate and recommend to the Client for approval in TVP’s limited capacity as facilitator of such Services and not as a manufacturer or seller of record, and Client will be responsible to accept and comply with any third-party’s terms and conditions. Pre-printed inventory will incur a separate fulfillment fee if the Client has engaged TVP for distribution and fulfillment services, which will be billed after shipping the item in accordance with the relevant SOW, and/or other written communication prior to the commencement of such work.

1. Client acknowledges and agrees that TVP will have no responsibility or liability for any refund, return, exchange, or similar requests relating to on-demand production by Client, including where such request arises from manufacturing defects, pricing changes, taxes, or the acts or omissions of third-party production partners.

4. Additional Terms for E-Commerce Consulting Services

1. Collection of Sales Proceeds; Revenue Sharing and Management. Unless otherwise agreed to by and between TVP and the Client in writing (email being sufficient), all proceeds from the sale of merchandise and related services through any Client website will be collected and processed by the Client. TVP will invoice Client each month for all applicable Fees, which the Client will pay in terms agreed upon by the Parties. If and to the extent any amounts are instead collected by TVP, TVP will account to the Client quarterly for such proceeds and remit net proceeds after all deductions for payment processing, sales taxes, and Fees; provided that Client acknowledges and agrees that TVP may retain proceeds until all overdue Fees are paid in full. TVP shall have no responsibility for Client’s failure to comply with any applicable laws, including but not limited to sales tax, re-sale and/or sales and use certification.

5. Additional Terms for Fulfillment Services

1. Right to Stop Work. TVP shall have the right to stop work and cease ongoing fulfillment for Client if fulfillment invoices are not paid within the terms agreed upon by TVP and Client and Client does not cure non-payment within five (5) business days of being notified of non-payment status by TVP via e-mail. TVP shall not be liable for any claims of lost profit or any claims whatsoever arising from Client’s non-payment.

2. Warehouse Lien; Security Interest. 

1. Client agrees and acknowledges that TVP and its Warehouse Partners shall have a general, continuing, contractual and/or statutory warehouseman’s lien and security interest (the “Lien”) under the Uniform Commercial Code, other applicable statutes, common law, and this Agreement, on and against all Products and Third-Party Products, and all proceeds thereof, now or hereafter in the care, custody, or control of TVP or its Warehouse Partners, regardless of whether any warehouse receipt or other document of title is issued, to secure the payment and performance of all present and future charges, fees, costs, expenses, and other obligations of Client to TVP or its Warehouse Partners arising under this Agreement or otherwise, whether or not such obligations relate to the specific Products or Third-Party Products being held.

2. Such charges and obligations shall include, without limitation, fees and charges for storage, handling, transportation (including demurrage and terminal charges), insurance, labor, advances or loans made by TVP in connection with the Products or Third-Party Products, expenses reasonably incurred for the preservation, enforcement, or disposition of the Products or Third-Party Products, and reasonable attorneys’ fees and enforcement costs.

3. TVP and its Warehouse Partners shall have the b of any Products or Third-Party Products until all such obligations are paid in full, even if the unpaid obligations are unrelated to the specific Products or Third-Party Products being withheld.

4. Client agrees to execute and deliver any documents and take any actions reasonably requested by TVP to evidence, perfect, continue, or enforce the Lien and security interest, including, without limitation, authorizing the filing of one or more UCC financing statements covering the Products and Third-Party Products and proceeds thereof.

5. In the event of Client’s default, TVP and its Warehouse Partners may enforce the Lien and dispose of the Products or Third-Party Products in any commercially reasonable manner permitted by applicable law, and the proceeds of any such disposition shall be applied first to all amounts owed to TVP and its Warehouse Partners, including costs of enforcement and sale. Any surplus shall be remitted to Client, and Client shall remain liable for any deficiency.

6. The Lien and rights set forth herein are b and in addition to any other rights or remedies available to TVP or its Warehouse Partners under this Agreement or applicable law.