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NON-EXCLUSIVE RESELLER AGREEMENT

This Non-Exclusive Reseller Agreement (this “Agreement”) is made and entered into

on_____________ by and between Boxcar Press Incorporated, a New York corporation (“Boxcar”),

doing business under the name Bella Figura (“Bella Figura”) and ___________________________,

a[n] ________________ [corporation/limited liability company/individual] operating as

___________________ (“Reseller”).

RECITALS

A. Boxcar is an internationally established commercial letterpress and stationery shop

based in Upstate New York.

B. Reseller is a retail store located in ______________________,

______________________. Reseller wishes to sell Bella Figura’s products to its clients (each, a

“Third Party Client”) at and in the general vicinity of Reseller’s store (the “Territory”). Third Party

Clients shall not include retailers or wholesalers.

C. Boxcar desires to appoint Reseller, and Reseller desires to accept the appointment, as a

non-exclusive reseller of Products (defined below) in the Territory pursuant to the terms set forth

herein.

NOW THEREFORE, in consideration of the mutual covenants and agreements, and for other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the

parties hereby agree as follows:

Section 1. Non-Exclusive Appointment. Subject to the terms and conditions herein, Boxcar

hereby appoints Reseller to act as a non-exclusive reseller with the non-exclusive right to purchase,

inventory, promote, market, advertise, and resell Boxcar’s custom printed products (the “Products”) to

Third Party Clients within the Territory. Reseller agrees and acknowledges that Boxcar retains the right

to promote, market, advertise and sell Products within the Territory itself or through others, including,

but not limited to, the use of sales representatives and the appointment of other resellers in the

Territory.

Section 2. Nature of the Products. The Products are produced by Boxcar maybe be produced

through the method of letterpress printing. Letterpress printing is conducted on vintage presses to

create a product that has subtle variations in ink, color, impression, and position. Flat digital printing is

also used, and may have similar variations due to papers used. In addition, letterpress ink colors and

digital ink colors, while similar, will not be exact matches in tone. Such variations are associated with

the nature of the Products and are not considered defects. Reseller acknowledges and agrees that such

variations will not constitute grounds to return any Products on the basis that they are not correctly

printed and will adequately communicate the nature of letterpress printing, and differences in ink based

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on printing methods, to each Third Party Client.

Section 3. Ownership of Product Designs. All designs, drawings, artwork, photography, and

typography including, but not limited to, the electronic forms of such product designs and all Albums

(defined below), shall remain the exclusive property of Boxcar and may not be reproduced or used by

Reseller or any Third Party Client except as expressly provided under this Agreement.

Notwithstanding the foregoing, Reseller shall be permitted to use approved photography provided by

Boxcar for marketing purposes provided that Reseller gives proper attribution to Boxcar (or such other

person or entity as appropriate and as directed by Boxcar) in connection with the use thereof.

Section 4. License. Boxcar hereby grants a non-exclusive, limited, revocable, non-transferable

and non-sublicenseable license to Reseller during the Term (defined below) to use the Boxcar trademark

set forth on Exhibit A solely in a manner approved by Boxcar and solely to market and promote the

Products. Reseller may not rebrand the Products as its own or that of any other person or entity. Boxcar

reserves the right, in its sole and absolute discretion, to change the trademark or substitute any other

trademarks, trade names, service marks and service names therefor. Boxcar retains all rights to

copyrighted materials provided or sold to Reseller and any Third Party Clients and retains the right to

photograph all completed orders and to use such photographs in its marketing materials. Reseller shall

secure these rights for Boxcar in its contracts with its Third Party Clients. Reseller acknowledges and

agrees that Boxcar is the owner of the designs and images contained in the Products and that Boxcar

remains the owner of all licensed intellectual property. Boxcar’s trademarks, designs, and images are

protected by applicable trademark and copyright statutes and by common law and may not be used,

recreated, or reproduced in any form without the express written consent of Boxcar. Reseller shall

immediately notify Boxcar in writing if it becomes aware of any infringement or possible infringement

with respect to Boxcar’s intellectual property. Upon termination of this Agreement, Reseller shall

immediately cease all use of Boxcar’s trademarks, designs, images and Albums, and shall return to Boxcar

all materials provided by Boxcar to Reseller, including, but not limited to, the Album.

Section 5. Term. This Agreement shall be for a term of one (1) year, which shall begin upon

Reseller’s execution of this Agreement (the “Term”), subject to earlier termination as set forth herein.

No Purchase Orders (defined below) for Products will be accepted by Boxcar following the expiration

or termination of this Agreement. Upon expiration or termination of this Agreement, Boxcar shall be

entitled to remove Reseller’s name from Boxcar’s list of resellers.

Section 6. Purchase Orders. Reseller shall use Boxcar’s standard purchase order forms to order

the Products (the “Purchase Order”). The Purchase Order shall set forth the details of the order,

including the Third Party Client deadlines. A Purchase Order is not accepted by Boxcar until a sales

order is generated by Boxcar and sent to Reseller. Upon acceptance of the Purchase Order, Boxcar

shall prepare a proof (as further described in Section 8 below). Any changes to the Purchase Order

after it has been accepted by Boxcar will be subject to the fees set forth in Section 9 below. Reseller

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may not make changes to the Purchase Order form and may not use a form of purchase order other than

the Purchase Order to order Products.

Section 7. Third Party Clients. Reseller is responsible for all communications with the Third

Party Client regarding any Products ordered pursuant to an accepted Purchase Order. Such

communications shall include the nature of letterpress and flat digital printing, pricing, approval

process, delivery dates, Boxcar’s right to use the order in marketing materials, and additional fees.

Boxcar shall not be responsible for Reseller’s failure to communicate such things to Third Party Clients

or any miscommunications between Reseller and the Third Party Client. This Agreement is entered

into by and between Boxcar and Reseller for their benefit only. There is no intent by either party to

create or establish third party beneficiary status or rights, or any vested rights to any Third Party Clients

or other parties, and no such third party shall have any right to enforce any right or enjoy any benefit

created or established under this Agreement.

Section 8. Proofs. Boxcar shall send Reseller a proof based upon the terms set forth in the

accepted Purchase Order. Reseller agrees to carefully proofread all of the artwork, designs, text,

illustrations and colors with the Third Party Client, if applicable. Reseller and/or Third Party Client

shall mark any changes on the proof and, if no changes are necessary, Reseller shall provide final

written approval of the proof to Boxcar. Verbal approval will not be accepted. Reseller understands

and agrees that Boxcar is not responsible for typographical errors once the final proof has been

approved. Any costs associated with reprinting and shipping Products are the responsibility of Reseller

and the Third Party Client.

Section 9. Published Rates. Rates for the Products and services provided by Boxcar under this

Agreement, which are manufacturer suggested retail prices (“MSRP”), shall be as set forth on

Addendum 1, attached hereto and made a part hereof. Boxcar reserves the right to adjust the Products,

services, and/or MSRP from time to time in its sole and absolute discretion upon notice to Reseller.

The parties mutually agree that the MSRP is not intended to restrict or determine the price at which

Reseller resells any Product, as Reseller may resell Products at any price it deems in its best interest.

The parties acknowledge and agree that Boxcar may suspend doing business with any Reseller Boxcar

deems, in its sole discretion, deviates from adherence to Boxcar’s MSRP.

Section 10. Additional Fees. Reseller agrees to the following terms and fees:

(a) Pricing. Rates for other services provided by Boxcar under this Agreement shall

be as set forth on Addendum 1.

(b) Deadlines. Boxcar reserves the right to adjust the schedule set forth in the

accepted Purchase Order and/or charge additional fees (including rush fees) in the event that Reseller

and/or the Third Party Client fail to meet the deadlines set forth in the Purchase Order.

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(c) Modifications to Purchase Order. In the event that the Purchase Order is

modified after it has been accepted by Boxcar, including, but not limited to, additional items, quantity

changes, major design changes, or late changes after file and plates have been created, Boxcar will

consult with the Reseller regarding increased fees and obtain written approval from Reseller and/or

Third Party Client for the additional changes and associated fees.

(d) Cancellation Fee. If an order is cancelled after acceptance of the Purchase Order

but before the final proof has been approved, a design fee will be charged at a retail rate of $100.00 per

hour for design services provided, including, but not limited to, calligraphy and custom design. Once

the final proof has been approved, the Purchase Order may not be cancelled.

Section 11. Discounts and Commissions.

(a) Discounts. During the Term, Reseller shall be eligible to receive a discount equal

to fifty percent (50%) off the MSRP for Products ordered (exclusive of taxes, shipping and/or postage

costs) by Third Party Clients (the “Discount”) where such orders are placed exclusively by Reseller

though Boxcar’s online ordering system (the “System”). The Discount is subject to change as

determined by Boxcar in its sole and absolute discretion. Any applicable Discount will be reflected on

the invoice, if any, shipped to Reseller at the time the order is completed. Such Discount shall not

include sales made by Reseller to retailers or wholesalers. No Discount will apply with respect to an

order subject to Commission (defined below).

(b) Commissions. During the Term, in the event that the Reseller timely registers in

the System the correct name and email address of a potential customer interested in purchasing

Products, and such purchaser places an order directly through Boxcar using the System within ninety

(90) days of being properly registered by Reseller, Reseller shall be entitled to a commission equal to

ten percent (10%) of the retail price of the Products sold (exclusive of taxes, shipping and/or postage

costs) to such customer (the “Commission”). The Reseller shall also be entitled to the Commission if

the Reseller initiates the order with a potential customer interested in purchasing Products, and such

purchaser places an order directly through Boxcar or any of its affiliates or subsidiaries or any wholly

owned retail operation. In such circumstances, the Reseller must provide the correct name, email

address, and written representation that Reseller provided material assistance to the purchaser, meaning

that the Reseller provided substantial assistance to the purchaser prior to the purchase The

Commission is subject to change as determined by Boxcar, in its sole and absolute discretion within ten

(10) days of the completed transaction. No Commission shall be earned on sales made by Reseller to

retailers or wholesalers. Only one Reseller will be entitled to Commission on each order for which a

Commission is due under this Section 10(b), even if the customer was registered by more than one

Reseller. Boxcar will use its best efforts to resolve any Commission issues reasonably and fairly, with

any decision, which shall be made in Boxcar’s sole and absolute discretion, being final and binding on

Reseller. In the event that any order for Products is cancelled, rescinded or otherwise modified such

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that the amount received by Boxcar for the sale of the Products is reduced, in whole or in part, Reseller

shall be required to return any Commission paid to it by Boxcar in the same percentage as which

Boxcar’s compensation was reduced. Boxcar shall be entitled to offset any Commission due to

Reseller against any amounts Reseller owes to Boxcar under this Agreement. Commission to which

Reseller is entitled under this Section 10(b) shall be deemed earned, subject to the final sentence of this

Section 10(b) below, when Boxcar receives and is paid its compensation for the sale of the subject

Products. Commission shall be paid by Boxcar to Reseller within thirty (30) days of being earned by

Reseller. Boxcar shall remain obligated to pay to Reseller all Commission earned by Reseller pursuant

to the terms of this Agreement prior to the expiration or termination of this Agreement.

Section 12. Sample Materials. Reseller shall pay to Boxcar an amount of at least Seventy-Five

U.S. Dollars ($75.00) to cover expenses incurred by Boxcar in connection with the distributing of

updated designs and new samples. Such sum shall be paid at the time of execution of this Agreement

and shall be deemed fully earned by Boxcar upon execution of this Agreement and delivery of design

and sample materials to Reseller.

Section 13. Payment Terms. Reseller shall pay for all Products at the time of shipment with a

credit card or by check unless other payment terms have been agreed upon in advance between Boxcar

and Reseller. If agreed upon payment terms permit payment following the time of shipment, invoices

will be payable by Reseller within the timeframe indicated on the invoice (or if no timeframe is

indicated, not later than thirty (30) days from the date of the invoice). In the event of continual or

excessive past due balances on an account, as such delinquency is determined by Boxcar in its sole

discretion, Reseller agrees to prepay Boxcar for one hundred percent (100%) of the fees set forth in the

Purchase Order (and any additional charges which apply thereafter). Boxcar may, in its sole discretion,

terminate this Agreement and/or suspend performance of any further services under this Agreement

until it has received such prepayment. Past due invoices will accrue interest at a rate equal to the lesser

of one and one-half percent (1.5%) per month or the maximum amount permitted under applicable law.

Reseller shall reimburse Boxcar on demand for all collection costs in its efforts to collect past due

invoices, including reasonable attorneys’ fees.

Section 14. Albums. Boxcar’s albums (“Albums”) are the sole property of Boxcar and are

loaned to Reseller subject to the Reseller’s compliance with the terms and conditions of this

Agreement. Albums may not be copied or otherwise reproduced in whole or in part. Albums may be

used only within the Territory. Reseller may not use Albums in any other location, including any other

retail location owned by Reseller, or transfer Albums to any other person or entity, without Boxcar’s

prior written consent. Any attempted transfer in violation of the foregoing is void.

Section 15. Credit Approval. If Reseller wishes to purchase on credit, Reseller must complete

a credit application. Based upon such application, Boxcar reserves the right, in its sole discretion, to

decide whether or not to establish a credit limit and to limit Reseller’s purchases at the established

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credit limit. Boxcar may, at any time in its sole discretion, discontinue selling Products to Reseller on

credit.

Section 16. Shipping. Boxcar ships all orders FOB Syracuse, New York. Unless otherwise

agreed, all orders will be shipped by ground service, which offers several options for delivery time and

costs. Boxcar is not responsible for any shipping delays, damages or other risk of loss once Products

are made available to the carrier. Reseller is solely responsible for all customs, duties, tariffs, and other

charges which may be imposed or assessed in connection with the shipment and/or release of the

subject Products.

Section 17. Quotes/Estimates. Any design quotes or estimates provided by Boxcar prior to the

acceptance of a Purchase Order shall expire after thirty (30) days unless otherwise noted in the quote or

estimate.

Section 18. Termination. Either party may terminate this Agreement without cause, upon thirty

(30) days’ written notice to the other party. Boxcar reserves the right to terminate this Agreement

and/or suspend performance of Purchase Orders in process and/or decline Purchase Orders if Reseller

(a) is in violation of any term or condition of this Agreement, (b) has past due accounts, or (c) is in

excess of its credit limit.

Section 19. Modifications. This Agreement may only be amended in a writing signed by both

of the parties hereto.

Section 20. Notice. Notices under this Agreement shall be in writing, and shall be delivered in

person or by registered or certified mail, return-receipt requested, prepaid, addressed as follows, or

addressed to such other address as designated by a party in writing from time to time:

If to Boxcar:

Boxcar c/o Boxcar Press Incorporated

509 West Fayette Street #135

Syracuse, New York 13204

If to Reseller:

_______________________________

_______________________________

_______________________________

Section 21. Governing Law; Venue. This Agreement shall be construed and enforced in

accordance with the laws of the State of New York, notwithstanding any of its conflict of laws rules.

Each of the parties hereto agrees that any legal proceeding arising out of the terms of this Agreement

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shall be commenced in the courts located in the State of New York, County of Onondaga. Each of the

parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any

action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the

State of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead

or claim in any such court that any such action, suit or proceeding brought in any such court has been

brought in an inconvenient forum. The prevailing party in any dispute shall be entitled to recover from

the losing party its costs (including, without limitation, costs of collection, attorneys’ fees and

investigative fees).

Section 22. Waiver; Course of Dealing. The failure of either party to enforce at any time or for

any period of time any one or more of the provisions hereof shall not be construed to be a waiver of

such provisions of the right of such party thereafter to enforce each such provision. Unless agreed in

writing by the parties hereto, neither course of performance, course of dealing nor usage of trade shall

be used to interpret, construe, qualify, explain or supplement any of the terms of this Agreement.

Section 23. Counterparts; Electronic Signature.

(a) This Agreement may be executed in counterparts, each of which shall be an

original, and when taken together such counterparts shall constitute one original agreement. The

exchange of copies of this Agreement and of signature pages by facsimile transmission, by electronic

mail in “portable document format” (.pdf) form, or by any other electronic means intended to preserve

the original graphic and pictorial appearance of a document or evidence a party’s consent to the terms

of this Agreement, or by combination of such means, shall constitute effective execution and delivery

of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes.

(b) If Reseller signed this Agreement electronically, Reseller acknowledges that

Reseller read and understood the terms of this Agreement before clicking the “I Agree” button and that

Reseller has the requisite legal capacity to enter into this Agreement. By clicking the “I Accept”

button, Reseller is signing this Agreement electronically and Reseller is agreeing to be legally bound by

and to the terms of this Agreement. Reseller agrees that Reseller’s electronic signature is the legal

equivalent of Reseller’s manual signature on this Agreement. If signed by Reseller electronically: (i)

this Agreement is not effective until signed by Boxcar, (ii) it is recommended that Reseller print a copy

of this Agreement for Reseller’s records, and (iii) Reseller’s legal name, type of business entity (if

applicable), location of its retail store, and address for notices shall be as entered by Reseller at the time

of electronically signing this Agreement.

Section 24. Taxes. Except where a valid exemption exists and Reseller presents to Boxcar an

exemption certificate or other evidence acceptable to Boxcar of the application of any such exemption,

Reseller and the Third Party Clients shall be liable for all applicable federal, state and local taxes,

arising out of any sale of the Products.

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Section 25. Limitation on Liability; Disclaimer of Warranties. BOXCAR SHALL NOT BE

LIABLE TO RESELLER OR ANY THIRD PARTY CLIENT FOR ANY CONSEQUENTIAL,

INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING

WITHOUT LIMITATION ANY LOSS OF USE, LOSS OF BUSINESS OR LOSS OF PROFIT, LOSS

OF GOODWILL OR OPPORTUNITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION

WITH THIS AGREEMENT, EVEN IF THE PARTIES HERETO AND THE THIRD PARTY CLIENT

ARE AWARE OF THE POTENTIAL FOR SUCH DAMAGES AND REGARDLESS OF WHETHER

THE CLAIM IS BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY OF

LIABILITY. THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT

REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT

PERMITTED BY APPLICABLE LAW, BOXCAR DISCLAIMS ANY AND ALL

REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, BY

OPERATION OF LAW, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED

WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

AND NON-INFRINGEMENT. BOXCAR’S MAXIMUM TOTAL LIABILITY TO RESELLER OR

ANY THIRD PARTY WITH RESPECT TO ANY CLAIM OR DAMAGES UNDER THIS

AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY RESELLER

AND ACTUALLY RECEIVED BY BOXCAR FOR THE PRODUCT GIVING RISE TO THE

CLAIM.

Section 26. Indemnification. Reseller hereby agrees, to the maximum extent allowable under

applicable law, to indemnify, defend and hold harmless Boxcar and its officers, directors, shareholders,

employees, contractors and agents, and each of them, in their corporate and individual capacities, from

and against any liability or damage any of them may incur, (including, without limitation, reasonable

attorneys’ fees) as a result of claims, demands, costs, or judgments of any kind or nature, by anyone

whomsoever, arising out of or otherwise connected with Reseller’s (or its employees’ or agents’) (a)

breach or alleged breach of any term or condition of this Agreement, and/or (b) loss or damage to any

Boxcar property. Reseller’s obligations under this Section shall survive the termination or expiration of

this Agreement.

Section 27. Force Majeure. Boxcar shall not be responsible for any delay or failure in

performance of any part of this Agreement to the extent that such delay or failure is caused by fire,

flood, terrorism (or threat thereof), war, embargo, government requirement, civil or military authority,

acts of nature, labor strikes, transportation issues, power outages, unexpected loss of use of machinery

or equipment, supplier delays, or any other circumstances beyond Boxcar’s control.

Section 28. Relationship of the Parties. Reseller is an independent contractor and is not, and

shall not hold itself out as, a partner, joint-venturer, agent, employee, franchisee, or legal representative

of Boxcar, and is not otherwise authorized to act for or on behalf of, or bind, Boxcar as a result of this

Agreement. Reseller is not authorized to make any agreement, warranty, covenant, or other

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representation or create any obligation, express or implied, on behalf of Boxcar, and Reseller shall not

represent itself as having the right or power to do so.

Section 29. No Franchise or Business Opportunity Agreement. The parties acknowledge that

this Agreement is not a franchise or business opportunity agreement and does not create a franchise or

business opportunity relationship between the parties. If any provision of this Agreement is deemed to

create a franchise or business opportunity relationship between the parties, then Boxcar may elect, in its

sole discretion, to: (a) immediately terminate this Agreement upon written notice to Reseller, or (b)

negotiate in good faith with Reseller to modify this Agreement so as to effect the original intent of the

parties as closely as possible in a mutually acceptable manner in order that the transactions

contemplated hereby be consummated not as a franchise or business opportunity agreement.

Section 30. Confidentiality. Each party shall maintain the confidentiality of and use for no

purpose other than as contemplated by this Agreement, all confidential and/or proprietary information

of the other party previously or hereafter received from the other party that is not otherwise publicly

available through no fault of the receiving party; provided that disclosure shall be permitted if and to

the extend required by law, court order or legal process.

Section 31. Incorporation of Recitals. The “RECITALS” set forth at the beginning of this

Agreement are hereby incorporated into and made a part of this Agreement.

Section 32. Severability. If any provision of this Agreement is held by a court of competent

jurisdiction to be illegal or unenforceable, the remaining provisions of this Agreement shall not be

affected, and the rights and obligations of the parties shall be construed and enforced as if the

Agreement did not contain the particular provision held to be invalid, unless to do so would contravene

the present intent of the parties.

Section 33. Assignment. The rights granted to Reseller under this Agreement are personal to

Reseller and Reseller may not sell, sublicense, transfer or assign this Agreement or its rights hereunder,

or delegate its obligations, without the prior written consent of Boxcar. Any attempted or purported

assignment or delegation in violation of the foregoing is void.

Section 34. Entire Agreement. This Agreement sets forth the entire agreement between the

parties with respect to its subject matter, superseding all prior agreements and any other understanding,

agreement, or negotiation between them, whether oral or written.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Non-Exclusive Reseller Agreement

and agree to be bound by the terms hereof.

BOXCAR PRESS INCORPORATED

d/b/a Bella Figura

By: _________________________________________

Name: Harold Kyle

Title: Owner

[RESELLER]

By: _________________________________________

Name:

Title:

Exhibit A

Trademark

Addendum 1

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