Every purchase order issued by BBK Healthcare, Inc. d/b/a BBK Worldwide or its affiliated entities TCN e-Systems and Agency320 (hereinafter referred to as ”We, Our, Us”) and you, the vendor (hereinafter referred to as the ”Seller”), is subject to the following terms and conditions:

Terms and Acceptance
This purchase order from Us becomes a contract between Us and the Seller: a) when a signed acknowledgment by Seller is received by Us, or b) when delivery according to schedule of all or any portion of the goods or services covered by such purchase order is made, or c) if Seller's signed acknowledgment of this order contains a different price, delivery schedule, or type of goods or services, when We give Seller written approval of such differences. It is a condition of this purchase order that any inconsistent or additional terms contained in any acknowledgment of such purchase order by the Seller shall have no force or effect, and that Seller by such acknowledgment agrees that any such inconsistent or additional terms shall not constitute any part of the parties' contract. This purchase order and the Service Provider Agreement between Us and the Seller, if applicable, contain the entire agreement of the parties, and failure of either party to enforce any of its rights shall not constitute a waiver of any such rights.

Inspection, Warranty, Nonconforming Goods or Services
Goods or services delivered (whether paid for or not) are subject to inspection, testing, and approval by Us before acceptance. Seller expressly warrants that all goods or services delivered will conform to Our specifications in all respects and will be of good quality and merchantability and free from defects. This warranty shall survive any inspection, delivery, acceptance, or payment by Us of the goods or services. Nonconforming goods or services may be rejected by Us and returned or held at Seller's expense and risk. This remedy shall not be exclusive and We may hold Seller liable for any damages arising from any breach or default of the terms or conditions of this purchase order.

Delivery, Invoices
Time of delivery is an essential part of this purchase order. Seller shall advise Us immediately on receipt if specified delivery cannot be met. If goods or services are not delivered on time, We reserve the right to cancel or to purchase elsewhere, and hold Seller accountable. Seller shall invoice Us promptly, with shipping receipt attached and all charges itemized. All invoices and delivery tickets must show Our purchase order number, project code number, and quantity.

Price
In the absence of a fixed price herein, Seller's acceptance constitutes an agreement that items ordered will be billed at the lowest base price or scale extended by Seller to any buyer within 30 days of the date of this purchase order. No charges for extras, overages, or overtime are allowed unless covered by further purchase order. Unless Our name appears as "client," We place such purchase order as the agent of a disclosed principal, under specific authorization covering items ordered, hence, only the client's credit is involved and client's final approval of the goods or services rendered is essential.

Our Property, Confidentiality, Nonsolicitation
All drawings, photographs, cuts or other materials furnished by Us or its client in connection herewith ("Our Property") are accepted by Seller at Seller's risk and must be returned to Us uninjured. Seller agrees to treat all of Our Property, all information received from Us, the identity of Our client, and all goods or services prepared or performed by Seller under this purchase order (collectively ”Confidential Information”) as confidential and to take all precautions necessary to prevent disclosure of such Confidential Information to any third parties during and after Seller's work under this purchase order. Seller will not, at any time, use such Confidential Information except to the extent necessary to provide the goods or services requested by this purchase order and will not, at any time, disclose any such Confidential Information except pursuant to instructions or written permission from Us. Seller may not use finished materials prepared for Us for self-promotion, submission for professional awards, or as samples without prior written approval from Us and Our client(s). Seller acknowledges the unique and proprietary nature of the Confidential Information, trade secrets or intellectual property disclosed, used or created under this purchase order. Seller understands and agrees that remedies at law may be inadequate and that We may be entitled to equitable relief, including, but not limited to, injunctive relief, specific performance, or other equitable remedies in addition to all other remedies at law or equity. Seller agrees not to solicit for employment any employee of Ours.

Conveyance
Seller hereby irrevocably sells, grants, assigns, and releases to Us and its assignees and licensees all right, title, and interest of Seller in and to the pictures, photographs, prints, negative plates, paintings, artwork, likenesses, drawings, sketches, etchings, lithographs, lettering, photographic lettering, retouching, photostats, mechanicals, or other material which is the subject of this purchase order or used or employed in the preparation thereof, and all preliminary or other copies or versions of any of the foregoing, in any form (collectively ”Materials”). The rights in the Materials herein conveyed by Seller shall include, but are not limited to, exclusive reproduction rights; the exclusive right to use, publish, display, reproduce, retouch, alter, crop, and copyright such Materials in the United States and internationally; and to license, assign, or dispose of any said rights in any manner, with or without the use of the Seller's name in connection therewith, forever, without geographical, time, or frequency limitations, in any and all present and future media advertising, publicity, entertainment, trade news merchandising, and/or theatrical presentation, or otherwise, all without further compensation to Seller, its employees, agents, or assigns. Seller hereby releases Us and Our client from all liability therefrom and hereby indemnifies Us and its client from any claims in connection therewith. Any plates, negatives, proofs, original artwork, preparatory sketches, and similar material made, processed or used in connection with this purchase order shall be delivered to Us upon request, without any additional charge whatsoever. If requested by Us, a bill of sale or assignment of copyrights will be executed by Seller in order to vest all rights, title, and interest in the subject matter of this material in Us and Our client. Seller acknowledges and agrees that the price specified in this purchase order is full and adequate consideration of all rights and privileges herein granted and all obligations of Seller in connection herewith.

Representations and Warranties
Seller represents and warrants: (a) that no third party has any rights in, to, or arising out of, or in connection with, the goods, services, or work performed hereunder, or any of the rights or materials hereinabove mentioned, and that We and Our assigns and licensees shall be free from all claims for fees, royalties or other payments arising out of, or in connection, with such goods, services, or work performed; (b) that Seller has full right and power to enter into this purchase order and to grant the rights and privileges herein granted; (c) that in connection with such goods, services, or work, Seller has employed no models and utilized no names, pictures, or likenesses of any persons, or of any property the use of which pursuant to this purchase order would violate the rights of any firm, person, or corporation, or any artist's imitations or renditions of any of the foregoing, at any time or place, or in any manner, without having first attained from such models or other persons, or the owners of such property or those whose rights would be violated by such use, binding written legal permission (1) authorizing Us and Our assigns and licensees, to use the names, pictures, or likenesses of such persons or of such property, in connection with the purchases described in this purchase order, and (2) providing that all physical reproductions thereof to be supplied hereunder, or the rights to which that are herein conveyed, are and shall be the sole property of Ours and Our assigns and licensees. Seller shall, upon request, supply Us with an original or photostatic copy of each such written permission or release.

Cancellation
This purchase order may be canceled by Us at any time prior to Our acceptance of the goods, services or work covered hereby, upon written notice to Seller. In such an event, We shall be liable to pay Seller, in lieu of the price specified in this purchase order, the direct costs incurred by Seller in the performance of its obligations thereunder prior to such cancellation; provided, however, that the total amount of such costs shall not exceed such price specified in this purchase order.

Limitation of Liability
In the event of a breach by Us by reason of failure to make payment when due or to accept delivery of the goods or services or otherwise, We shall be liable only for the direct and documented costs actually incurred by Seller. IN NO EVENT SHALL OUR LIABILITY EXCEED THE PURCHASE PRICE OF THE GOODS OR SERVICES TO BE PURCHASED HEREUNDER, AND IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, SECONDARY, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER WHETHER ALLEGED TO ARISE FROM BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF BBK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Assignment
This purchase order, or any sums payable thereunder, may not be assigned by Seller without the prior written consent of Us.

Seller Status, Applicable Law, Dispute Resolution
Seller's relationship to Us is that of a vendor or independent contractor and neither Seller, nor its employees or agents shall be considered employees of Ours for any purpose. The contract between Us and Seller shall be construed in accordance with the laws of the Commonwealth of Massachusetts. Any dispute arising out of or relating to the parties' contract will be settled, if possible, through good faith negotiations between the parties. Except for a violation of the Seller's confidentiality obligations under paragraph 5 above, any dispute that cannot be resolved through good faith negotiations will be submitted to the American Arbitration Association ("AAA") in Boston, Massachusetts in accordance with the AAA's procedures regarding commercial disputes, and the decision of the AAA will be binding on the parties.