OUR PLACE CORPORATE GIFTING TERMS AND CONDITIONS

1. General. Any company, partnership, individual or other legal entity (“Customer” and “you”) purchasing corporate gifts (“Corporate Gifts”) from Lagom Kitchen Company dba “Our Place”, and its affiliated entities (collectively, “Our Place,” “we,” “us,” and “our”) does so subject to these Corporate Gifting Terms and Conditions (the “Terms”). These Terms are a binding agreement (“Agreement”) between you and Our Place and will govern your purchase of Corporate Gifts. 
2. Purpose. Customer desires to purchase Corporate Gifts from Our Place from time to time using the payment methods approved in writing by Our Place. Customer agrees that: (i) it is purchasing the Corporate Gifts strictly for non-resale redistribution to Customer’s individual employees; and (ii) Corporate Gifts will not be distributed or sold by Customer or Customer’s employees to the general public or pursuant to consumer-based promotions. Corporate Gifts are for use only by the individuals to whom they are distributed.
3. Purchase Orders. When Customer desires to purchase Corporate Gifts from Our Place, it must deliver to Our Place a written and fully executed purchase order in form and substance acceptable to Our Place (“Purchase Order”) specifying, at a minimum: (i) list of products to be purchased (including price, SKU, item description, color description, UPC, size, unit of measure, casepack) (ii) quantities ordered; (iii) date issued; (iv) ship window (start ship/ship cancel); (v) shipping terms; (vi) payment terms (vii) delivery address; (viii) total Purchase Order price; (ix) Purchase Order currency;  (x) Purchase Order market (e.g. US, UK); (xi) revision date (if applicable) and (xii) any special delivery and/or packaging requirements that deviate from standard requirements. No Purchase Order is binding upon Our Place unless and until Our Place accepts the Purchase Order as evidenced by delivery to Customer of written confirmation of such acceptance; provided; however, in the event Our Place does not deliver such written confirmation to Customer within ten (10) days of receipt of the Purchase Order, such Purchase Order will be deemed to be automatically rejected and Our Place will have no obligation to supply to Customer the Corporate Gifts set forth therein. Our Place does not guarantee availability of a Corporate Gift at the time it is ordered. Each Purchase Order is subject to, and incorporates by reference, the terms and conditions set forth herein. In the event of any conflict between the terms and conditions of any Purchase Order and this Agreement, this Agreement will govern.
4. Minimum Order Quantity. Customer agrees to purchase a minimum of $5,000 of Corporate Gifts per Purchase Order.
5. Shipping and Delivery. Our Place will provide tracking numbers for all packages. Our Place is not responsible for carrier delays in transit. Because of unforeseen delays we cannot guarantee an arrival date.  Customer must confirm that all shipping information is accurate before submitting an order. If a package is returned to the shipper due to inaccurate shipping information or declining the package by the recipient, Customer has the option to resend a new package at a full price, once new shipping information is verified. Damaged packages reported to Our Place by the carrier, customer, or recipient will be handled by Our Place directly. In most instances Our Place will reship any packages that are damaged or reported stolen/lost due to carrier mishandling.
6. Cancellation, Modification, Refunds. Cancellations must be made within twenty-four (24) hours of Our Place’s confirmation of a Purchase Order. Modifications may be made up to thirty (30) days prior to ship date. Any requested cancellations or modifications outside of these specified windows will be subject to Our Place’s review and approval. Our Place reserves the right to accept or reject Customer’s requested cancellations or modifications, at its sole discretion. All sales beyond that are final.
7. Title; Risk of Loss. Title for products purchased from Our Place passes to Customer upon delivery to our common carriers, provided Customer has made full payment of the Purchase Order. Risk of loss for products purchased from Our Place passes to Customer upon delivery to our common carriers. If Customer transfers the Corporate Gifts to any third party, it must make clear to the recipient that title in the Corporate Gift remains vested in Our Place until we have been paid in full.
8. Purchase Price. The purchase price for each Corporate Gift will be as agreed upon by the parties in writing. Prices do not include applicable taxes, duties, shipping and handling charges, or other fees, unless we clearly state otherwise or are required by law to display prices inclusive of any taxes, charges and other fees.  Our Place will invoice the aggregate Purchase Price for all Corporate Gifts in a Purchase Order and Customer shall pay in accordance with the terms and conditions set forth below.
9. Payment Terms. Upon acceptance of a Purchase Order, Our Place will issue to Customer an invoice (each, an “Invoice”) for the aggregate Purchase Price related thereto, plus any applicable taxes, shipping and handling charges, or other applicable fees. Customer shall pay to Our Place in full the balance due pursuant to each Invoice on or before the due date set forth therein. In addition to any other remedies available under law, Customer will pay interest at the rate of three percent (3%) per month, or the maximum rate allowed by applicable law, whichever is less, on all amounts owed that are not paid when due. Customer shall be liable for all costs and fees associated with collection efforts, including those of collections agencies and/or attorneys in addition to the amounts due.
10. Privacy. Customer represents and warrants in connection with any personal information it provides to Our Place regarding Corporate Gift recipients (“Personal Information”) that: (i) the Personal Information was and will be collected and processed in compliance with all applicable laws and privacy policies, and does not and will not infringe or misappropriate the rights of any third party; and (ii) Customer has provided or will provide notices to and has obtained or will obtain all necessary consents to transmit the Personal Information to Our Place for Our Place’s intended use and disclosure under this Agreement. For more information about our data practices, please see our Privacy Policy. By submitting a Purchase Order, you acknowledge and agree to our Privacy Policy, which is incorporated by reference into these Terms.
11. Confidentiality. Customer agrees to keep and cause its employees to keep confidential any proprietary or non-public information, including, but not limited to, business plans and strategies, distribution plans and strategies, marketing and sales plans, any other strategic plans, pricing and pricing strategies, forecasts, budgets, processes, trade secrets, product information, volumes, sizes, functionality, marketing materials and other intellectual property rights, and other operational and financial information concerning Our Place, including the terms of this Agreement, of which Customer and its employees may come into possession (“Confidential Information”).  Customer and its employees shall not disclose any Confidential Information, directly or indirectly, to any third party.  Upon termination of this Agreement, Customer agrees to promptly deliver to Our Place all documents, materials, notes, samples, prototypes, and other tangible items in Customer’s possession or control that contain, relate to, or are connected in any way with Confidential Information. In the event of Customer’s or its employee’s breach or alleged breach of this Section, Our Place shall have all legal and equitable remedies available to it, including but not limited to, injunctive relief.
12. Release; Covenant Not to Sue. Customer hereby: (a) releases Our Place from and against, any and all claims, actions, damages, liabilities, costs and expenses, including reasonable legal expenses incurred by Customer relating to any alleged injury, death, or property damage to any of Customer’s personnel or other third parties arising out of or related to the Corporate Gifts (collectively, “Claims”) and (b) covenants not to sue or otherwise assert against or attempt to hold Our Place responsible for any such Claims.
13. Warranty. Company shall make certain limited warranties regarding the Corporate Gifts (“Limited Warranties”), solely to and for the Corporate Gift recipient’s benefit, which is, (i) for customers located in the U.S., as set forth in the  Company’s U.S. limited product warranty program located on the Company’s website, in force when the applicable Corporate Gift is delivered to the Corporate Gift recipient; or (ii) as otherwise required by applicable law, to the extent not disclaimed herein. No warranty is extended to Customer under the Agreement. Customer shall not provide any additional warranty regarding any Our Place product. Limited Warranties do not apply where a Corporate Gift: (i) has been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions, or use contrary to any instructions issued by Our Place; (ii) has been reconstructed, repaired, or altered by persons other than Our Place or its authorized representatives; (iii) has been used with any third-party product hardware or product that has not been previously approved in writing by Our Place or (iv) is otherwise excluded under the U.S. limited product warranty program, as applicable. EXCEPT FOR THE LIMITED EXPRESS WARRANTIES DESCRIBED HEREIN, OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, (A) NEITHER OUR PLACE NOR ANY PERSON ON OUR PLACE’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WHATSOEVER, INCLUDING ANY WARRANTIES OF: (i) MERCHANTABILITY; OR (ii) FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND (B) CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY MADE BY OUR PLACE, OR ANY OTHER PERSON ON OUR PLACE’S BEHALF, EXCEPT AS SPECIFICALLY DESCRIBED IN THIS AGREEMENT.
14. Limitation of Liability. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT SHALL OUR PLACE OR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE CORPORATE GIFTS, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS, OR REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”) BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR COSTS OF OBTAINING SUBSTITUTE GOODS), WHETHER OR NOT OUR PLACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND WHETHER BASED UPON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), CIVIL LIABILITY, STRICT LIABILITY, VIOLATION OF STATUTE, OR OTHERWISE. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, OUR PLACE AND ITS REPRESENTATIVES' AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE CORPORATE GIFTS WILL NOT EXCEED THE THE AMOUNT PAID FOR THE SPECIFIC PURCHASE ORDER TO WHICH THE CLAIM RELATES OR, IF THE CLAIM DOES NOT RELATE TO A PURCHASE ORDER, $100. THE FOREGOING LIMITATIONS ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OUR PLACE AND YOU AND WILL APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND TO THE FULLEST EXTENT PERMITTED BY LAW. THE FOREGOING SHALL CONSTITUTE OUR PLACE’S SOLE LIABILITY AND OBLIGATION, REGARDLESS OF THE FORM OF ACTION.
15. Use of Intellectual Property. Customer acknowledges and agrees that: (a) Our Place retains all ownership and other rights in and to its copyrights, patents, trademarks, trade names, logos and other trade dress elements of Our Place’s products, website and marketing materials (collectively, the “Our Place IP”); (b) Customer does not acquire any ownership interest or other rights in or to the Our Place IP by virtue of this Agreement; and (c) the goodwill associated with the Our Place IP is the intangible property of Our Place and inures solely to the benefit of Our Place. Company may produce internal advertising or promotional materials that feature the Our Place IP for the sole purpose of identifying the source of the Corporate Gifts. Any unauthorized use of the Our Place IP constitutes a material breach of this Agreement and will cause irreparable harm to Our Place. As a result, Customer agrees that Our Place is entitled to injunctive relief, without having to post a bond, and such other relief to which it may be entitled to prevent Customer’s misuse of any Our Place IP. 
16. Events of Default; Remedies.The occurrence of any of the following constitutes an event of default (each an “Event of Default”) hereunder: (a) Customer fails to pay when due any amounts payable under any Invoice; or (b) Customer fails to perform or observe any other material obligation, covenant or agreement contained in this Agreement and such failure continues for thirty (30) days (or such longer period as set forth elsewhere herein or by the mutual agreement of the parties) after written notice thereof from Our Place. Upon the occurrence of any Event of Default which is then continuing, in addition to any other rights or remedies available at law or in equity, Our Place may, upon the delivery of written notice to Customer, terminate this Agreement and cancel any Purchase Orders that have not yet been delivered to Customer. No remedy referred to in this Section is intended to be exclusive, but each is cumulative and in addition to any other remedy available to Our Place.
17. Indemnification. To the full extent permitted by applicable law, Customer agrees to indemnify, defend, and hold Our Place and its Representatives harmless from and against all claims, losses, actions, penalties, liabilities, damages, costs and expenses (including reasonable attorney's fees), to the extent they arise out of or in connection with (i) a breach or default of any provision under this Agreement by Customer, (ii) any negligent act or omission or willful misconduct of Customer or its directors, officers, employees, agents or assigns in connection with this Agreement; and (iii) failure to comply with all applicable federal, state and local laws and regulations. We reserve the right, at our own expense, to assume the exclusive defense and control of such disputes, and in any event you will fully cooperate with us in asserting any available defenses. You may not settle any claim contemplated under this Section without the prior written consent of Our Place. 
18. Relationship of the Parties. The parties acknowledge and agree that their relationship is that of independent contractors and neither Customer nor its agents, representatives or employees will be considered employees of Our Place. Nothing set forth herein will be construed to place the parties in the relationship of partners or joint venturers and neither party will have any right or power to obligate or bind the other in any manner whatsoever except as authorized in this Agreement or otherwise specifically authorized in writing.
19. Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Our Place.
20. Notices. Any notice required by this Agreement shall be in writing and shall be mailed by registered or certified mail, postage paid, or delivered personally, by overnight delivery service or by email with confirmation of receipt.  Notices sent by mail or overnight delivery service shall be effective upon receipt, and notices given personally shall be effective when delivered.  Notice to Our Place shall be addressed to Our Place, 3924 Tuller Avenue, Culver City, CA 90230, to the attention of the Legal, with a copy to legal@fromourplace.com, and all notices to Customer shall be sent to its address as set forth in the Purchase Order, or at such other address as either party may designate in writing to the other party.
21. Entire Agreement; Severability; Amendments; Waiver. This Agreement constitutes the entire agreement between the parties hereto concerning the matters covered herein and supersedes all prior agreements and/or understandings, between the parties, whether written or oral, concerning the matters addressed herein, and there are no understandings, agreements, representations or warranties, express or implied, relating to the subject matter hereof which are not specified herein in writing and signed by the parties hereto. If any of the terms of this Agreement are or become illegal or unenforceable, such terms will be null and void and will be deemed deleted from this Agreement, and all the remaining terms of this Agreement will remain in full force and effect. Except as otherwise expressly provided herein, the parties may amend this Agreement, from time to time, in writing signed by duly authorized officers of the parties. No waiver of any provision of this Agreement, nor consent to any departure by either party therefrom, will in any event be effective unless the same will be in writing and signed by a duly authorized officer of the party to be charged with the waiver or consent, and then such waiver or consent will be effective only in the specific instance and for the specific purpose for which given.
22. Governing Law; Venue; Jurisdiction; Disputes. In the event of any dispute arising from or in connection with this Agreement or breach thereof between the parties, the parties shall use best efforts to settle the dispute by consulting and negotiating with each other in good faith. If the parties are unable to resolve the dispute through good faith negotiations within thirty (30) days, then all disputes shall be solely settled in the courts of the state of California in Los Angeles County and the U.S. District Court for the Central District of California, which shall have sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement. This Agreement will be governed by and construed under the substantive laws of the State of Delaware, as if it were a contract wholly entered into and wholly performed within Delaware and without reference to conflict-of-laws considerations. The parties hereby consent to the personal jurisdiction of such courts. 
23. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed is deemed to be an original and all of which taken together shall constitute one and the same agreement.