Unassociated Document





BRASS
LOGISTICS, LLC.

4540
Worth Street, Los Angeles, CA 90063 (323)267-9470 Fax (323)268-9231







SERVICE
AGREEMENT







	This
      Agreement is made this
	
      16th
	
      day
      of
	
      June
	
      ,
      2004 by and between

	
      Brass
      Logistics, LLC. (BL- LLC) and
	
      Igia,
      Inc.
	(CLIENT).




 




RECITALS




WHERAS,
CLIENT desires to obtain and BL- LLC desires to perform the services herein
described under the terms and conditions set forth hereunder.




NOW,
THEREFORE, in consideration of the mutual covenants contained herein and other
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, BL- LLC and CLIENT hereby agree as follows:




TERM





	1.
          	
      The
      term of this AGREEMENT shall commence on the day and year first above
      written and continue for as long as BL- LLC performs the services herein
      described or this AGREEMENT is terminated as provided for
      below.




 

SERVICES





	2.
         	
      The
      services offered by BL- LLC are as follows:








	Service
	Exhibit
	
      Requested
      by Client?

	 	 	 
	Processing
      & Set-up
	
      Exhibit
      A
	Yes
	
      ü
	No
	 
	Order
      Page Hosting
	
      Exhibit
      A
	Yes
	
      ü
	No
	 
	Order
      Processing
	
      Exhibit
      B
	Yes
	
      ü
	No
	 
	Fulfillment
	
      Exhibit
      C
	Yes
	
      ü
	No
	 



(Fees
for the above mentioned services are discussed in Item 3 and Exhibit
D.)

 

CLIENT
has initialed the appropriate boxes above to indicate which services CLIENT
wishes BL- LLC to perform. A detailed description of each service is set forth
in Exhibits A through C attached hereto and by this reference made a part
hereof. Except as expressly stated herein, BL- LLC makes no warranties or
guarantees regarding its services or the results of its services.

 

 




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RATES





	3.
        	
      BL-
      LLC’s rates for the services described above are set forth in Exhibit D,
      attached hereto and incorporated herein by reference. CLIENT has reviewed
      Exhibit D and hereby agrees to the rates set forth therein. Fees paid for
      set-up services are not refundable. Deposits required for third party
      services , (i.e. Telemarketing & Common Carrier Charges) are
      refundable to the extent not used.







INSURANCE





	4.
        	
      CLIENT
      agrees to secure business liability and product liability insurance with a
      minimum coverage of One Million Dollars ($1,000,000.00) per policy and
      name BL- LLC as an additional insured under both policies. Delivery to BL-
      LLC of a Certificate of Insurance evidencing the above shall be a
      condition precedent to BL- LLC’s obligation to perform under this
      agreement. CLIENT also agrees to provide coverage for products in BL-
      LLC’s possession against fire, theft and so forth. BL- LLC will not be
      held responsible for damage of products while in our care, custody, or
      control, unless BL- LLC is grossly negligent in the care of such
      goods.







INDEMNIFICATION





	5.
        	
      CLIENT
      hereby agrees to indemnify, defend and hold harmless BL- LLC, its agents,
      employees, officers and directors from and against any and all damages,
      losses, liability, suits, actions, demands, penalties, proceedings
      (whether legal or administrative including but not limited to actions by
      the Federal Trade Commission) and expenses (including but not limited to
      reasonable Attorney’s fees) arising, directly or indirectly, out of
      marketing the product(s) and/or service(s) that are the subject of this
      AGREEMENT. 




 

PAYMENT





	6.
        	
      BL-
      LLC shall submit to CLIENT weekly or bi-weekly invoices for services
      performed. CLIENT hereby agrees to pay such invoices within ten days from
      the date or receipt of invoice. Any charges remaining unpaid for more than
      thirty days after the date of the invoice are subject to an account
      service charge of one and one-half percent per month. The equivalent
      annual interest rate of this charge is eighteen percent. If , at any time,
      CLIENT’S account becomes thirty days past due and CLIENT fails to make
      timely payment as required by BL- LLC, then BL- LLC may, at its option and
      with 10 days written notice terminate this AGREEMENT. Upon such
      termination, all customer lists and date developed by BL- LLC under this
      AGREEMENT shall become the sole property of BL- LLC until such time as all
      monies due have been collected.




 

ADVANCES
AND DEPOSITS





	7.
        	
      BL-
      LLC requires a deposit equal to two to four weeks of any third party
      charges, e.g. Telemarketing charges, the amount to be based on forecasted
      or actual charges. Deposit amounts for each product will be agreed upon by
      CLIENT and BL- LLC in writing prior to air date or insertion date. Common
      carrier charges shall be paid in advance.




 

 




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BANK
ACCOUNTS





	8.
        	
      CLIENT
      hereby authorizes BL- LLC to establish communications with and transmit
      charges and credits to a bank account(s) with a credit card depository
      bank to house the banking activities arising under this AGREEMENT. All of
      CLIENTS credit card and bank check deposits by BL- LLC will be made to
      this account. CLIENT agrees that sufficient funds will be reserved and
      held on deposit in this account to assure that all payments for vendor
      services arranged by BL- LLC, including but not limited to media
      purchases, telephone processor charges, third party shipping charges,
      charges for BL- LLC services as outlined herein and other liabilities
      arising from product sales, are paid
currently.







TELEPHONE
NUMBERS





	9.
        	
      CLIENT
      shall direct the public to call certain telephone number(s) assigned to
      CLIENT by BL- LLC’s telephone processor. Such telephone number(s) may only
      be used by CLIENT during the term of the agreement with BL- LLC’s
      telephone processor. In the event no orders are received for thirty
      days(30) on any telephone number assigned by BL- LLC’s telephone processor
      for CLIENT, or CLIENT’S program or product are objectionable to BL- LLC or
      BL- LLC’s telephone processor (e.g. prohibited by any law, contains any
      profanity, obscene, lewd, lascivious or sexually explicit material, might
      reflect adversely on the telephone processor or its affiliates, or harm
      the name or business or the telephone processor or its affiliates) as
      determined in BL- LLC or the telephone processor’s sole discretion, BL-
      LLC or its telephone processor may at its option, immediately retrieve
      that telephone number assigned to CLIENT. In the event BL- LLC’s telephone
      processor retrieves any telephone number assigned to CLIENT, CLIENT shall
      no longer be authorized to use that telephone number unless prior written
      approval is received from BL- LLC’s telephone processor. BL- LLC’s
      telephone processor may direct its operators to inform any callers on that
      telephone number that the processor is no longer handling such calls. BL-
      LLC and its telephone processor shall not be liable for any losses,
      damages, or costs sustained by CLIENT in connection with the retrieval of
      any telephone number.







SEVERABILITY





	10.  	
      In
      the event any provision contained herein is held to be invalid, illegal or
      unenforceable by any court of competent jurisdiction, such provision shall
      be deemed severable from the remainder of this AGREEMENT and shall in no
      way affect the other provisions contained
herein.




 

TERMINATION





	11.  	
      This
      AGREEMENT may be terminated upon mutual written consent by both parties.
      Such termination will be effective thirty days after receipt of notice.
      In
      addition,
      this AGREEMENT may be unilaterally terminated by one party as
      follows:




 

 




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	A.  	
      If
      sales unit volume drops to less than _50__units
      per week for four consecutive weeks, then either party may terminate this
      AGREEMENT by providing written notice of termination to the other. Such
      termination will be effective thirty days after receipt of
      notice.





	B.  	
      If
      either party ceases to do business, becomes insolvent, files for
      bankruptcy or is adjudged a bankrupt, then the surviving party may
      terminate this AGREEMENT immediately without
notice.







REMEDIES
AND LIMITATION OF LIABILITIES





	12.  	
      CLIENT
      hereby agrees that its sole and exclusive remedy for any and all losses or
      damages relating to this AGREEMENT, including any claim of breach of
      contract or negligence, shall be limited to a refund of the monies CLIENT
      has paid to BL- LLC which are attributed to any non-conforming
      services.








	13.  	
      BL-
      LLC shall not be liable to CLIENT, its employees, agents, customers or any
      third party for any claim, loss or damages (general, special, incidental
      of consequential) including, but not limited to lost sales or lost
      profits, which in any way arises out of or in connection with the services
      provided under this AGREEMENT, even if BL- LLC has been advised of the
      possibility of such loss or damages.







ATTORNEY’S
FEES AND COSTS





	14.  	
      If
      any action at law or equity is necessary to enforce or interpret the terms
      of this AGREEMENT, the prevailing party shall be entitled to reasonable
      attorney’s fees, costs and necessary disbursements in addition to any
      other relief to which such party may be
entitled.







CONFIDENTIALITY





	15.  	
      CLIENT
      and BL- LLC agree that each shall not, without the prior written consent
      of the other, during the term of this AGREEMENT and for a period of one
      year thereafter use or disclose to any third person any information
      relating to the business, marketing services or customers of the other,
      other than information already in the public domain. The customer lists
      generated by BL- LLC and CLIENT shall be the sole property of CLIENT.
      CLIENT hereby grants BL- LLC permission to use the customer list for
      demographic purposes only. The client list may not be used for any other
      reason by BL- LLC without the express written permission of the
      CLIENT.




 

GOVERNING
LAW





	16.  	
      This
      AGREEMENT shall be interpreted in accordance with the laws of the State of
      California.







SUCCESORS
AND ASSIGNS





	17.  	
      This
      AGREEMENT shall be binding upon and inure to the benefit of BL- LLC and
      CLIENT and their respective heirs, successors and assigns.
  




 

 




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FORCE
MAJEURE





	18.  	
      If
      during the term of this AGREEMENT either party is prevented from carrying
      out its obligations by acts of God or other extraordinary causes beyond
      the control of such party, then such party shall not be responsible for
      any loss or damage resulting from such delay or failure to perform under
      this AGREEMENT.







AUTHORIZATION





	19.  	
      BL-
      LLC and CLIENT each represent and warrant that it is duly authorized to
      enter into this AGREEMENT. The person or persons executing this AGREEMENT
      warrant that they are duly authorized to execute and deliver this
      AGREEMENT on behalf of BL- LLC and CLIENT
respectively.







ENTIRE
AGREEMENT





	20.  	
      This
      AGREEMENT constitutes the entire agreement between the parties with
      respect to the subject matter hereof and any modification to this
      AGREEMENT shall be in writing and signed by all parties. There are no
      understandings, representations or warranties other than as herein
      expressly set forth and no rights are granted hereunder except as
      expressly set forth above.










IN
WITNESS WHEREOF, BL- LLC and CLIENT have executed this AGREEMENT as of the day
and year first above written.













Date
___________ Approved____/s/
Janet Burns Myers_________
(BL- LLC)










Date
___________ Approved___/s/
Prem Ramchandani________
(CLIENT)










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Exhibit
“A”




Client
Setup







Telemarketing

 

As part
of this agreement BL- LLC will:




Set-up
the inbound telemarketing script with product, order, up-sell and payment option
Information.




Test data
transmission between the telephone processor and BL- LLC.

 

Order
page (web) set-up and hosting




If this
service is requested, BL- LLC will design and host an internet order page that
has the same look as the CLIENT’S web site.




Processing




BL- LLC
will setup its in-house processing system with all necessary client, product and
inventory information and client detail.




Bank
Processing




BL- LLC
will establish the communications link and programmed interface to the client’s
bank processor to process credit card orders and refunds to client’s merchant
accounts.




Fulfillment




BL- LLC
will setup in-house fulfillment, assess packaging requirements, and set up an
appropriate common carrier. We provide an UPS Manifest, USPS Priority Mail
Manifest or USPS Statement of Mailing to CLIENT.













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Exhibit
“B”




Order
Processing




BL- LLC
provides the following services related to order processing and
reporting:




Credit
Card Orders

Download
telemarketing/web orders.

Process
credit card transactions to client’s merchant account.

Process
transactions and print invoices.

Re-process
declined credit card orders. Notify customer if not approved.




Check
Orders

Enter
check orders.

Process
check orders and print invoices.

Cashiering
- prepare bank deposit.




Other
Orders

Enter
manual credit cards orders.

Easy
payment processing - client defined term and frequency.




Inquiry
Processing

Telemarketing
inquiries - send product information supplied by client.

Note:
Customer is responsible for all items to be mailed.




Customer
Service

Provide
“800” number for customer service.

Provide
on-line customer information and order status.

Respond
to inquiries/complaints.




Returns
Processing

BL- LLC
will process credit card and check returns which include a personalized credit
memo to the customer.

Charge
backs and returned checks will be researched to resolution.

 

Sales
Reporting

            Daily download
summary.

Gross
sales items broken down by product and payment method.

Shipping
and handling charges.

Sales tax
collected by sales tax territory for both sales and sales returns.

Product
sales by media source.

Customer
service inquiry call analysis.







Data
Processing

BL- LLC
will maintain the customer database including name, address, telephone number,
order and return information and customer service call retention.

 







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Exhibit
“C”




Fulfillment
Services










BL- LLC
will provide the following related to fulfillment services:




Invoice
and manifest preparation




BL- LLC
will print invoices will appropriate information in batch sizes approved by
client with UPS Manifest, USPS Manifest or Statement of Mailing.




 




Fulfillment




BL- LLC
will prepare packages for mailing via UPS or USPS to Client
Specifications.




Note:
Client is responsible for all shipping costs and materials including cartons,
packing materials, labels, and common carrier charges. 










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Exhibit
D




DIRECT
TO CONSUMER PRICING




Brass
Logistics would like to take this opportunity to thank you for your interest in
working with our company and our professional team of staff. We take our
business very seriously, and offer only the best service to you and your
project. Below is a price schedule for your review, and for further discussion
at your earliest convenience. 












One-Time
Initial Set-Up Charges: $2000.00




One-time
set-up fees are on a “per project” basis, and include:




Processing
Set-Up


	·  	
      Set-Up
      company, initial products, inventory &
reporting





	·  	
      Database
      management





	·  	
      On-Line
      800 number customer service





	·  	
      In-house
      fulfillment systems set up




Telemarketing
& Customer Service Set-Up


	·  	
      Establish
      and design file transmission with
telemarketing





	·  	
      Programming,
      test data transmission




E-Commerce
Set-Up


	·  	
      Programming,
      test data transmission




Merchant
Account Set-Up


	·  	
      Establish
      account communications w/clients merchant
bank





	·  	
      Programming,
      test data transmission















Additional
Set-Up Services:

Check By
Phone    $250.00

Continuity      $500.00

Easy
Payments      $250.00












 

E-Commerce
Custom Design

Design
& Host BL-LLC
basic order page  $500.00
includes 5 hours of programming

Re-
design to BL-LLC basic order
page           
     $250.00

Changes
and Additions      $100 per
hour

 











Telemarketing
- West                               


            




	House
      Account Set-Up	$500.00 includes first product
  code
	Additional Product Code Set
      Up  	$250.00 per code
	Telemarketing Management 	$250.00 per
month




 


	·  	
      Set-up
      house account with Telemarketing





	·  	
      Write
      call scripts in collaboration with client





	·  	
      Establish
      and design file transmission with
telemarketing





	·  	
      Programming,
      test data transmission







NOTE*
House account per minute rate is .78 and includes the toll free numbers. There
is a $2,500.00 per month minimum after 4 months from product launch
date.

 

 




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Ongoing
Fees:

 









Order
Processing Fees:





	·  	
      Credit
      Card Orders                    $0.85





	·  	
      Previously
      Charged Credit Cards         
           $0.50





	·  	
      Manual
      Credit Cards                        $1.25





	·  	
      Check
      Orders (manual entry)                            
       $1.25





	·  	
      Check
      By Phone (e-check)                                
       $1.25





	·  	
      Easy
      Payment/Continuity(per additional
      payment                 $0.70















Product
Fulfillment Fees:





	·  	
      Pick/Pack
      fulfillment                                                                  
        $1.15





	·  	
      Additional
      items                       $0.25





	·  	
      Pre-Assembly
      - TBD                                  $0.50+ 




Depending
on project & number of pieces


	·  	
      Packing
      slip only (product arrives in shipper
      box)              
        $0.85















Customer
Service Fees:

 


	·  	
      Telephone
      inquiry via toll free
      number                                      $1.95





	·  	
      Inquiry
      & reply via
      email/fax                                                   
          $1.50





	·  	
      Customer
      service inquiry via local toll
      #                                    $1.50





	·  	
      Customer
      service call
      backs                                             $1.95




 








 

Returns
and Refund Fees:





	·  	
      Receive
      and process
      return                                              $1.95
      





	·  	
      credit
      to bank





	·  	
      Produce
      and mail personalized credits or refund
check




 







 


House
Account Telemarketing Fees:





	·  	
      Flat
      rate per
      minute                                                           $0.78
      


















Monthly
Volume Discounts




Credit
Card Processing



	1-5,000	
       $0.85
	 	 
	5,001-10,000	
       $0.80
	 	 
	10,001-20,000	
       $0.75
	 	 
	20,001-50,000 	
       $0.70
	 	 
	Over 50,000	
       $0.65
	 	 




 

        

       




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Monthly
Volume Discounts




Product
Fulfillment

 

 


	 1-5,000	
        $1.15
	 	 
	 5,001-10000	
        $1.00
	 	 
	 10,001-20,000	
        $0.95
	 	 
	 20,001-5,000	
        $.090
	 	 
	 Over 50,000	
        $0.85
	 	 



       

      






 

Brass
Logistics Material and Third Party Charges:





	·  	
      Including
      but not limited to: Freight, Supplies & Telemarketing     15%




 











NOTES:


	·  	
      Brass
      Logistics imposes low
      monthly minimums ($500.00 PER MONTH ON SERVICES) 

      Should
      a project come into BL-LLC and become
  “in-active”.





	·  	
      Storage
      fees are ONLY
      $15.00per month, per pallet





	·  	
      There
      are NO
      FEES
      for weekly, monthly & online reporting





	·  	
      RECEIVING
      FEES
      are only $6.00 per pallet.





	·  	
      Non-palletized
      (container)
      receiving is $20.00 per hour, per employee





	·  	
      This
      is standard pricing for a standard project set up. More complicated
      campaigns are subject to additional fees.
















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COMMERCIAL
SHIPPING PRICING




One-Time
Initial Set-Up Charges: $1,500.00-Includes:




Processing
Set-Up


	·  	
      Set-up
      company, initial products, inventory &
reporting





	·  	
      In-house
      fulfillment inventory system 







E-Commerce
Set-Up


	·  	
      Design
      and Host BL-LLC Commercial order page





	·  	
      Programming,
      Test data transmission







Retailer
Set-Up


	·  	
      EDI
      Set-up of (1) retailer







Additional
Set-Up Fees:





	·  	
      Additional
      Retailers:$750.00
      each





	·  	
      EDI
      Mailboxes $250.00
      each







NOTE* All
set up fees are due at the time of signing the contract. Additional retailers
set up fees are due prior to shipping.

On-Going
Fees:




Fulfillment:

 


	 A. Carton Contains 1-12 units, no
      re-packing is required	 $3.00 per carton
	 b. Carton Contains 1-12 units,
      re-packing is required	 $5.00
      per carton
	 C. Carton Contains over 12 units, no
      re-packing is required	 $4.00 per carton
	 D. Carton Contains over 12 units,
      re-packing is required	 $6.00 per
carton




Miscellaneous

 


	 A. Product
      Storage	 $15.00 per pallet
	 B. Receiving
      pallets	 $6.00 per pallet
	 C. Receiving
      non-palletized (container)	 $19.50 per hour
	 D. Unit/Price
      labels	 $0.25
	 E. EDI
      Labels	 $0.30 per label
	 F. Re-pack
      commercial returns	 $3.00 per carton
	 G. EDI
      - Mailbox Maintenance	 $100.00 per
month



 

EDI
Transaction Fees

 


	 Acknowledge Purchase Order	 $5.00ea.
	 Advanced Ship Notice	 $5.00ez.
	 Invoice	 $5.00ea.






     

       

	 Material & Third Party
      Charges	 15%
	 (Including, but not limited to :
      Freight & Supplies)	 




 

Additional
Items

 


	 A. Minimum per shipment	  $15.00
	 B. Bill of Lading	  $15.00
	 C. Packing Slip	  $
      5.00



     

       




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