Terms and Policies
Terms and Condition
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the https://normsstudio.equipment website (the “Service”) operated by Norms Studio Corp, LLC. (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who wish to access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you do not have permission to access the Service.
If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
We reserve the right to refuse or cancel your order at any time for reasons including but not limited to: product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
AVAILABILITY, ERRORS & INACCURACIES
We are constantly updating product and service offerings on the Service. We may experience delays in updating information on the Service and in our advertising on other web sites. The information found on the Service may contain errors or inaccuracies and may not be complete or current. Products or services may be mispriced, described inaccurately, or unavailable on the Service and we cannot guarantee the accuracy or completeness of any information found on the Service.
We therefore reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.
CONTESTS, SWEEPSTAKES & PROMOTIONS
The Service and its original content, features and functionality are and will remain the exclusive property of Norms Studio Cor. and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Norms Studio Corp.
LINKS TO OTHER WEBSITES
Our Service may contain links to third party web sites or services that are not owned or controlled by Norms Studio Corp.
Norms Studio Corp has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.
You acknowledge and agree that Norms Studio Corp shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
We may terminate or suspend your access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You agree to defend, indemnify and hold harmless Norms Studio Corp, and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees), resulting from or arising out of a) your use and access of the Service, or b) a breach of these Terms.
LIMITATION OF LIABILITY
In no event shall Norms Studio Corp, nor its directors, employees, partners, agents, suppliers, ambassadors, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
Your use of the Service is at your sole risk. The Service is provided on an “AS IS” and “AS AVAILABLE” basis. The Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
Norms Studio Corp, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet your requirements.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
Payment Terms and Condition
All payments are due according to set credit terms. After the due date, the unpaid balance will bear a service charge equal to the greater of one and one-half percent per month, or portion thereof, or the maximum permitted by law whichever is less until paid.
ADDITIONAL CHARGES: DISCOUNTS.
All prices are quoted F.O.B. Norms Studio Corp factory or warehouse and are subject to change without notice. Customer shall pay all costs of transportation, insurance, taxes (including without limitation any sales, use or similar tax assessed to Norms Studio Corp after the products are delivered to customer by reason of Norms Studio Corp’s retention of title), license fees, custom duties and fees and other charges related thereto; to the extent these are prepaid by Norms Studio Corp they shall be added to the invoice and become part of the total due.
All discounts granted are conditioned on timely payment of the related invoice. Failure to make such timely payment shall result in the rescission of all discounts.
All custom or O.E.M. orders are subject to special purchase terms agreed to upon acceptance of such orders by Norms Studio Corp. Norms Studio Corp catalog and price list to not constitute an offer to sell. The design and specifications for products in Norms Studio Corp catalog are subject to change without prior notice. All orders are subject to the terms stated herein.
Norms Studio Corp TO RETAIN TITLE
Norms Studio Corp reserves the right to repossess products sold to customer upon default in payment, and title shall remain until customer has made payment in full. Customer shall execute such documents and to accomplish such filings or recordings for the protection of its interest in the products shipped to customer pending such payment.
Norms Studio Corp products are warranted to be free of material and workmanship defects for a period of one year from the date of their shipment to customer. Products, Parts and components which are third party or not the product of Norms Studio Corp are excluded from this warranty and are subject only to the terms of any warranty extended by their original manufacturer. Norms Studio Corp’s obligations are limited to providing remedial services at its factory during normal business hours, and repairs or replacement at Norms Studio Corp’s option of any parts which, upon inspection, prove to have been defective in materials or workmanship. If customer fails to make its claim in writing within seven (7) days after the purchased item of equipment claimed to be defective is delivered, customer shall have no further rights against Norms Studio Corp for shortage in count, imperfect manufacture, or for any defect visible or known by customer at time of delivery.
Any equipment to be examined by Norms Studio Corp pursuant to a claim for breach of this warranty must be returned to Norms Studio Corp within the warranty period, with all transportation costs to and from Norms Studio Corp prepaid by customer. If when equipment is examined and is determined not to have been defective, or if the warranty coverage is found not to apply for any reason, Norms Studio Corp may charge the customer for the time it has expended or materials used to replace or repair the customer’s equipment without prior approval.
Customer is fully responsible for all maintenance service including cleaning, lubrication, visual and manual inspection of the purchased equipment, the replacement of all expendable parts, minor adjustments, operating checks, and compliance with all recommendations, cautions, admonitions and warning set forth in the labels and published materials related to the equipment.
Norms Studio Corp will have no further obligation to the customer under this warranty if the equipment is subject to abuse, misuse, negligence or accident, or if customer fails to comply with the appropriate published materials related to the equipment or labels affixed to such equipment.
The warranties provided by Norms Studio Corp and its obligations and liabilities hereunder are exclusive and in substitution for all other warranties, guarantees, obligations, liabilities, rights and remedies, express or implied, arising by law or otherwise, including by not limited to the implied warranty or merchantability or fitness for a particular purpose, any implied warranty arising from a course of performance, course of dealing and usage of trade, and any obligations of Norms Studio Corp arising from tort, or for loss of use, revenue or profit, or for incidental or consequential damages. All warranties not included herein are hereby expressly disclaimed Norms Studio Corp’s liability, whether in contract, tort, under warranty or otherwise shall in no event exceed the return of the amount of the purchase price paid by the customer. Under no circumstances shall Norms Studio Corp be liable for special, indirect or consequential damages. The price stated for the product is limited in consideration of limiting Norms Studio Corp’s liability. No action, regardless of form, arising out of the transaction by which the customer purchased the equipment in question may be brought by customers more than ninety (90) days after the cause of action has accrued.
Silks are synthetic material unless otherwise specified. Due to the cotton content of duvetyne and bobbinet, shrinkage will occur if material is not blocked properly during the drying process; Norms Studio Corp assumes no responsibility for such shrinkage.
Access to this site is not in and of itself an offer to sell.
Contents of this site may be covered by either U.S. Patents, Trademarks or Copyrights. Prior approval is required to reproduce any part thereof.
All items are shipped FOB Sun Valley, California, USA, with the buyer assuming all shipping charges. Shipping is freight collect unless otherwise specified. A 15% surcharge will be added to all prepaid freight. Norms Studio Corp’s responsibility ends upon delivery of the shipment to the carrier. Any loss or damage incurred in transit is the responsibility of the carrier and is the recipient’s responsibility to make note of any visual damage on the bill of lading before signing and taking delivery, and to notify the carrier immediately upon discovery of concealed damage.
Norms Studio Corp reserves the right to make the final selection of the carrier for all shipments. All claims of damage to merchandise in transit must be made to the carrier; however Norms Studio Corp will assist customers in the presentation and prosecutions of its claims. Loss or damage in transit shall not limit the customer’s duty to pay Norms Studio Corp the full amount of the invoice or to comply with the conditions hereof. Norms Studio Corp will not be liable for late delivery and for the inability to perform to the extent caused by any contingency beyond its control including strikes, civil disturbances, accidents, disasters, or loss in transit by the carrier, and should these or similar contingency occur, Norms Studio Corp may cancel any pending purchase order or at its option, may suspend or limit its performance for the period of such contingency without penalty.
Notice of any shipping errors must be made within 72 hours of receipt of goods. Contact the sales department with the following information: purchase order or sales order number, tracking number, and description of the discrepancy. A decision on how to remedy the discrepancy will be made at that time.
Any merchandise returned without Norms Studio Corp prior written consent will be refused. Request for permission to return must list the quantity, catalog number, original purchase order number, original invoice number and the reason for the request. If permission is granted, a return material authorization (RMA) will be forwarded showing the details for the basis for shipment to be made and for credit to be issued. No request for return will be honored six (6) months after the date of the original invoice. No returns can be made on specialty or custom made equipment except for defects proved to be the fault of Norms Studio Corp. All returns are subject to a 20% minimum restocking charge plus any out of pocket expenses. Customer must prepay all freight charges on RMA shipments or they will not be accepted.
The following items do not qualify for returns: Labor, delivery, installation services, sewed goods (example: rags, bags, sandbags, scrims, flags, cutters, floppies, dots, fingers), custom made products or parts.
What personal information do we collect from the people that visit our blog, website or app?
When ordering or registering on our site, as appropriate, you may be asked to enter your name, email address, mailing address, phone number, credit card information or other details to help you with your experience.
When do we collect information?
We collect information from you when you register on our site, place an order or enter information on our site.
How do we use your information?
We may use the information we collect from you when you register, make a purchase, sign up for our newsletter, respond to a survey or marketing communication, surf the website, or use certain other site features in the following ways:
- To personalize user’s experience and to allow us to deliver the type of content and product offerings in which you are most interested.
- To improve our website in order to better serve you.
- To allow us to better service you in responding to your customer service requests.
- To administer a contest, promotion, survey or other site feature.
- To quickly process your transactions.
- To ask for ratings and reviews of services or products
- To follow up with them after correspondence (live chat, email or phone inquiries)
How do we protect visitor information?
Our website is scanned on a regular basis for security holes and known vulnerabilities in order to make your visit to our site as safe as possible.
We use regular Malware Scanning.
Your personal information is contained behind secured networks and is only accessible by a limited number of persons who have special access rights to such systems, and are required to keep the information confidential. In addition, all sensitive/credit information you supply is encrypted via Secure Socket Layer (SSL) technology.
We implement a variety of security measures when a user places an order, enters, submits, or accesses their information to maintain the safety of your personal information.
For your convenience we may store your credit card information longer than 30 days in order to expedite future orders, and to automate the billing process.
Do we use ‘cookies’?
You can choose to have your computer warn you each time a cookie is being sent, or you can choose to turn off all cookies. You do this through your browser (like Internet Explorer) settings. Each browser is a little different, so look at your browser’s Help menu to learn the correct way to modify your cookies.
If you disable cookies off, some features will be disabled that make your site experience more efficient and some of our services will not function properly.
However, you can still place orders.
We do not sell, trade, or otherwise transfer to outside parties your personally identifiable information.
Occasionally, at our discretion, we may include or offer third-party products or services on our website. These third-party sites have separate and independent privacy policies. We therefore have no responsibility or liability for the content and activities of these linked sites. Nonetheless, we seek to protect the integrity of our site and welcome any feedback about these sites.
Google’s advertising requirements can be summed up by Google’s Advertising Principles. They are put in place to provide a positive experience for users. https://support.google.com/adwordspolicy/answer/1316548?hl=en
We have not enabled Google AdSense on our site but we may do so in the future.
California Online Privacy Protection Act
According to CalOPPA we agree to the following:
Users can visit our site anonymously.
Users are able to change their personal information:
- By emailing us
- By calling us
- By logging in to their account
How does our site handle do not track signals?
We honor do not track signals and do not track, plant cookies, or use advertising when a Do Not Track (DNT) browser mechanism is in place.
Does our site allow third-party behavioral tracking?
It’s also important to note that we do not allow third-party behavioral tracking, except Google.
COPPA (Children Online Privacy Protection Act)
When it comes to the collection of personal information from children under 13, the Children’s Online Privacy Protection Act (COPPA) puts parents in control. The Federal Trade Commission, the nation’s consumer protection agency, enforces the COPPA Rule, which spells out what operators of websites and online services must do to protect children’s privacy and safety online.
We do not specifically market to children under 13.
Fair Information Practices
The Fair Information Practices Principles form the backbone of privacy law in the United States and the concepts they include have played a significant role in the development of data protection laws around the globe. Understanding the Fair Information Practice Principles and how they should be implemented is critical to comply with the various privacy laws that protect personal information.
In order to be in line with Fair Information Practices we will take the following responsive action, should a data breach occur:
We will notify the users via email
- Within 7 business days
We will notify the users via in-site notification
- Within 7 business days
We also agree to the Individual Redress Principle, which requires that individuals have a right to pursue legally enforceable rights against data collectors and processors who fail to adhere to the law. This principle requires not only that individuals have enforceable rights against data users, but also that individuals have recourse to courts or government agencies to investigate and/or prosecute non-compliance by data processors.
The CAN-SPAM Act is a law that sets the rules for commercial email, establishes requirements for commercial messages, gives recipients the right to have emails stopped from being sent to them, and spells out tough penalties for violations.
We collect your email address in order to:
Contact and update our clients about our products and services and things related to the website.
To be in accordance with CAN-SPAM we agree to the following:
If at any time you would like to unsubscribe from receiving future emails, you can email us at and we will promptly remove you from ALL correspondence.
7508 San Fernando Rd
Sun Valley, Ca 91352
Dealer Terms and Conditions
The following sets forth the terms and conditions pursuant to which Norms Studio Corp (“we,” “our,” “Vendor,” “Norms” or “Norms Studio”) provides Motion Picture Equipment to Dealer, and is referred to below as this “Agreement.” When a dealership (referred to below as “you,” “your,” “Dealership” or “Dealer”) submits to Norms any order form, or purchase order, for purchasing Equipment or other products and/or services and Norms accepts it (an “Purchase Order” or “PO”), this Agreement will govern the provision by Norms of the products and/or services specified in that Purchase Order to the Dealer as well as the terms and conditions between the parties.
1(A) Pricing: Dealer shall have up to 35% off list price on Norms Studio Corp Products. Once the Dealer’s annual sales exceeds $20,000, the Vendor can reevaluate the Dealer for an increased discount of up to 40% off the list price.
1(B) Price protection: Should the Vendor lower the dealer net price on any product(s), price protection shall be provided to Dealer for all product(s) that Dealer has in stock on the date of the change. Vendor shall not sell its products below 25% of the List price , unless a coordinated special sales event has been initiated by Vendor on specific product(s) for a specified time period. Dealer’s will be notified at least 10 days prior to the event for preparations. This Price Protection Policy does not apply to Vendor’s Ambassadors, Affiliates, Distributors, and Major Rental Houses. Nor does it apply to factory refurbished products.
1(C) Minimum Advertised Pricing (MAP): Dealer shall not promote or advertise any product at more than 25% off list price. This includes, but is not limited to, emails, print media, online marketplace or auction services (ex. EBAY, Amazon, or similar websites), except as may be expressly consented to by Norms Studio Corp in writing and in advance. It is understood that Norms Studio Corp may withdraw its consent at any time.
- Purchase Orders: Vendor requires written purchase orders for all purchases. Only Dealer’s purchasing department personnel are authorized to order merchandise. Any authorized changes in service type (i.e. changes in delivery destination, shipping method etc.) will be updated and re-sent with the changes on the PO itself.
- New Products: Upon delivery of the new product(s), Vendor’s sales representative will reach out to Dealer’s retail locations within 7 days to assist with the proper set up and presentation of the products. If a dealer purchased demo units, the Vendor’s sales representative will provide training on the use and operation of the product(s). Training can be accomplished in person, via stream, or through training videos, user manuals and other materials.
- Demo Products: Should the Vendor determine that the Dealer would benefit from a demo product, Vendor, at its sole discretion, may provide one of each product at 50% off retail price. Such product(s) can only be used as a demo unit. Subsequent purchases of these products will be at Dealer discounted price as defined in 1(A).
5(A) Payment terms: Norms Studio Corp shall submit an invoice to Dealer upon each shipment of Product ordered by Dealer. The invoice shall cover Dealer’s cost for the Product(s) in a given shipment plus any freight, taxes and other applicable costs initially paid by Norms Studio Corp but to be borne by Dealer. The full invoiced amount shall be paid by Dealer at or prior to delivery of all Products. Credit terms, when approved by Norms Studio Corp in writing, require payment within thirty (30) days of the date of invoice plus a late payment fee of 1.5% per month, or lesser amount required by law, on amounts not paid within such thirty (30) days. Dealer shall pay all of Norms Studio Corp’s costs and expenses (including reasonable attorneys’ fees) to enforce and preserve Norms Studio Corp’s collection rights under this Agreement. For Dealer’s telephone orders using a credit card, this Agreement constitutes Dealer’s signature (or its ordering party’s signature) on file with Norms Studio Corp.
5(B) Outstanding credit balances : Each year-end, as of December 31 st, any funds owed to Dealer will be paid out in the form of a check and sent to Dealer within 30 days.
5(C) Stock Balance Returns: Every 90 days the Vendor’s sales representative and Dealer’s buyer shall go through a hot/cold report (fast moving and slow-moving items). A sell-through plan will be devised for items which are over 90 days old but under 180 days old. At Dealer’s discretion, Items which are still slow moving after an additional 90 days, will be counted & returned to Vendor for a stock balance credit.
6(A) Defective Returns: Dealer will be issued a blanket RMA (Return Merchandise Authorization) which Dealer shall use for all defective returns. Vendor understands that some defects are not discovered until after a customer purchases and uses the item. Dealer may accept returns of such items from customers up to 30 days from the date of sale. Credit shall be issued for defective returns.
6(B) Ship shortages: In the event that there is a shortage of a shipment, Dealer will inform the vendor within 72 hours. In the event that a packing slip does not arrive with a shipment, the shortage may not be discovered until accounting reconciles the invoice, however Dealer will make every effort to notify the vendor in as timely a manner as possible. Invoice will be short paid accordingly.
6(C) Damaged shipments: Shipments which Dealer identifies as obviously damaged will be refused back to the shipper at the Vendor’s expense. If, after receipt, hidden damages are discovered, a photo will be sent to the Vendor. Vendor shall provide a call tag at Vendor’s expense.
6(D) Wrong item/Over-shipments: Should a vendor accidentally ship a product that is not on Dealer PO, or over-ship, Vendor shall supply a call tag at Vendor’s expense if the Dealer’s buyer does not choose to keep the product.
6(E) Freight charges: Dealer will pay shipping/freight charges to Dealer’s location. Vendor, at its sole discretion may choose to deliver the product/s to the Dealer’s designated location. Vendor will add shipping charges to the Dealer’s invoice. Vendors shipping charges shall be reasonable and at comparable market rates.
- Minimum Sales Requirement: Dealer is required to make an annual gross sales minimum of $20,000 by the end of year one from the Dealer Agreement anniversary date. If the dealer fails to meet the minimum gross sales requirements, vendor holds the right to revoke and/or change Dealer’s status and terms.
- Amendment Clause: Dealer’s discount rate and dealer status is subject to change based on annual sales, its representation of Norms Studio Corp as well as but not limited to policy changes in the company. Dealer will be notified in writing of any changes by december 31 of each year. Vendor has the right to revoke dealer status to Dealer if dealer fails to meet the terms of this agreement.
9(A) Marketing Activities: Except as otherwise set forth herein, Dealer shall be solely responsible for all costs and expenses related to advertising, marketing, promoting and selling the Products. Dealer shall use its best efforts to promote with honesty, and vigorously, the marketing and sale of the Product(s) to realize the maximum sales potential for the Product(s). If Norms Studio Corp so elects, Dealer agrees to sell to Norms Studio Corp, all rights to the marketing materials, designs or publicity developed by or for Dealer at a price equal to Dealer’s actual cost. If Dealer wishes to create its own marketing materials, Dealer shall, prior to its use of such materials, submit such materials to Norms Studio Corp for approval, which shall not be unreasonably withheld. Norms Studio Corp will review such materials promptly. Dealer warrants that all documentation and/or verbal descriptions related to Products made by or for Dealer shall be accurate and made in a professional manner. Dealer shall not modify the written warranties of Norms Studio Corp relating to the Products.
9(B) Trademarks and Trade Names. During the term of this Agreement, Dealer shall have the right to indicate to the public that it is an authorized Dealer of Norms Studio Corp Products and to advertise such Products under the Trademarks and Trade Names that Norms Studio Corp may adopt from time to time (“Trademarks and Trade Names”), provided that all representations of the Trademarks and Trade Names that Dealer intends to use shall first be submitted to Norms Studio Corp for approval (which shall not be unreasonably withheld). Nothing herein shall grant to Dealer any right, title or interest in or to the Trademarks and Trade Names. Upon termination of this Agreement, Dealer shall immediately cease to use same.
9(C) That any and all use of the Norms Studio Corp Trademark and logo shall be used in accordance with Norms Studio Corp’s Standards.
- Dealer shall acquire and maintain, at Dealer’s own expense, liability insurance in amounts reasonably satisfactory to Norms Studio Corp, to cover all activities of Dealer.
11(A) Dealer agrees to conduct its business operations in compliance with all applicable Federal and State laws, rules and regulations and refrain from unethical false or misleading advertising, promotions and sales efforts.
11(B) Adherence: The Dealer acknowledges that any violation of this Agreement will lead to an immediate suspension or cancellation of the Dealer Agreement. Reinstatement of the Agreement following any such violation will be solely at the discretion of Norms Studio Corp.
11(C) Termination for Cause. 1. If either party defaults in the performance of any provision of this Agreement the non-defaulting party may terminate this Agreement without prior notice. Without limitation, Dealer’s failure to provide proper support to a customer shall be cause for termination. 2. This Agreement shall terminate, without notice, (i) upon the institution by or against Dealer of insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of Dealer’s debts, (ii) upon Dealer’s making an assignment for the benefit of creditors, (iii) upon Dealer’s dissolution, or (iv) upon the sale, transfer, hypothecation or other disposition of fifty percent (50%) or more of the stock or ownership of Dealer.(v) This agreement may be terminated immediately by Norms Studio Corp if Dealer commits a material breach or default of this Agreement.
11(D) Termination for Convenience. Either Norms Studio Corp or Dealer may terminate this Agreement at any time, with or without cause, upon thirty (30) days prior written notice to the other party.
11 (E) Effect Termination. Upon termination of this Agreement for any reason, Norms Studio Corp shall not be liable to Dealer for, and Dealer hereby expressly waives all rights to compensation, indemnities or damages of any kind, whether on account of the loss by Dealer of present or prospective profits, commissions, anticipated orders, expenditures, investments or commitments made in connection with this Agreement, goodwill created, or on account of any other reason. Upon termination of this Agreement for any reason whatsoever, Dealer shall immediately pay or cause to be paid to Norms Studio Corp all amounts owed to Norms Studio Corp. Late payment fees shall apply from the effective date of termination. In addition, Norms Studio Corp shall have the right to purchase, at its sole election, and Dealer shall deliver C.O.D. within 10 days of the date when notice of such election is sent, any or all Products in Dealer’s inventory or control at cost paid by Dealer less Norms Studio Corp applicable restocking fee and plus any credits in Norms Studio Corp’s favor. As to any Products not repurchased by Norms Studio Corp, Dealer shall have the right to dispose of such products in the regular course of its business.
11(F). Return of Materials. All designs, drawings, photographs, samples, literature, and sales aids of every kind relating to Norms Studio Corp Products shall remain the property of Norms Studio Corp. Within ten (10) days after the termination of this Agreement, Dealer shall ship such items to Norms Studio Corp as Norms Studio Corp may direct, at Norms Studio Corp expense. Dealer shall not make or retain any copies of any “Confidential Information,” which may have been entrusted to it.
12(A) Rights and Confidentiality Proprietary Rights: Dealer agrees that Norms Studio Corp owns all right, title, and interest in and to all patents, trademarks, trade names, inventions, copyrights, know-how and trade secrets (“Proprietary Rights”) relating to the design, manufacture, operation, documentation or service of the Products and all translations thereof. The use by Dealer of any of these Proprietary Rights is authorized only for the purposes herein set forth, and upon termination of this Agreement for any reason such authorization shall cease.
12(B). Confidentiality: Each party hereto acknowledges that by reason of its relationship to the other herein it will have access to certain information and materials concerning the other party’s business, plans, customers, technology and products that are confidential and of substantial value to such party, which value could be impaired if such information were disclosed to third parties. Without limiting the foregoing, each party agrees that it will not use in any way for its own account or the account of any third party, nor disclose to any third party, any information received. Each party shall protect the confidential nature of such Confidential Information with at least the level of care it takes to protect its own confidential information of similar value, but in no event with less than reasonable care.
12(C) Injunctive Relief. The parties agree that any violation by Dealer of any of the proprietary rights or confidentiality restrictions set forth in this Section 7 could cause Norms Studio Corp irreparable harm without adequate remedy at law. Norms Studio Corp shall be entitled to seek injunctive relief against any such violation or intended violation by Dealer.
12(D) Independent Contractors. Norms Studio Corp and Dealer are independent contractors. Nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as agents, partners, joint venture partners, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Dealer to create or assume any obligation on behalf of Norms Studio Corp for any purpose whatsoever.
12(E). Indemnity. Dealer shall be solely responsible for, and shall indemnify and hold Norms Studio Corp free and harmless from any and all claims, damages or lawsuits (including attorneys’ fees) arising out of the acts or omissions of Dealer, its employees or agents and from any claims or liabilities arising out of, or connected to, any breach by Dealer of its obligations under this Agreement, including, without limitation, any penalties, interest, attorneys’ fees and disbursements incurred by Norms Studio Corp or any person relying upon Dealer’s obligations under this Agreement.
12(F) Governing Law. The rights and obligations of the parties under this Agreement shall be governed by and construed under the laws of the State of California, without reference to conflict of laws principles
12(G) Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter hereof and merges all prior discussions between them. No modification of, or amendment to this Agreement shall be effective unless in writing and signed by Norms Studio Corp. Notwithstanding anything to the contrary, Norms Studio Corp may modify the terms, upon 30 days prior notice, given in a fax, letter, electronic mail or other notice.
12(H) Notices. Any notice required or permitted by this Agreement shall be in writing and shall be sent by mail, addressed to the other party at the address shown at the beginning of this Agreement. Such notice shall be deemed to have been given five (5) days after deposit in the mail, except that notice of change of address shall be effective only upon receipt.
12(I) Force Majeure. Nonperformance of either party (except for payment obligations) shall be excused to the extent that performance is rendered impossible by strike, fire, flood, act of God, governmental acts, failure of suppliers or any other reason beyond the reasonable control of the non-performing party.
12(J) No Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement, will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the validity of such provision, or the ability of either party to enforce each and every such provision thereafter.
12(K) Non-assignability and Binding Effect. Dealer agrees that its rights and obligations under this Agreement may not be transferred or assigned directly or indirectly without the prior written consent of Norms Studio Corp. Subject to the foregoing sentence, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
12(L). Compliance with Applicable Laws. Dealer shall comply with all laws and regulations applicable to Dealer with respect to (i) Products, and (ii) the conduct of business generally. Noncompliance by Dealer or its employees or agents shall be deemed to constitute a material default under this Agreement, justifying termination for default under Section 6(D).
12(M). Severability. If any provision of this Agreement becomes or is declared by an arbitrator or court of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. The parties agree to negotiate in good faith and be bound by a substitute, valid and enforceable provision that most nearly reflects the parties’ intent.
12(N) Limited Liability. Except as set forth in 12(E), Norms Studio Corp’s total liability under any cause of action arising under this agreement shall not exceed the amounts received by Norms Studio Corp from Dealer under this Agreement in the transaction giving rise to the liability. In no event shall either party have any liability to the other or to any other third party, for any lost profits or costs of procurement of substitute goods or services, or for any other indirect, special or consequential damages resulting from the use of the Products, or the failure of the Products to perform, or for any other reason, or arising under any cause of action; provided, however, that this limitation shall not apply to any breach of the confidentiality obligations set forth in 12(B), or to dealer’s exceeding its authority granted herein. It is acknowledged by the parties that nothing in this Agreement shall limit dealer’s obligation to pay amounts already due and owing to Norms Studio Corp.
13 Assignment. This Agreement may be assigned by Norms Studio Corp. This Agreement may not be assigned by Dealer.