March 2023 - The Atlas Network

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    March 2023

    DISCLAIMER

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    This Disclaimer, (the “CLIENT”) recognizes and affirms that The Atlas Network (“ATLAS”) is a consultant, hired to provide the CLIENT with the services of (a) connecting the CLIENT with an appropriate manufacturer (the “Manufacturer”), (b) developing communications between the CLIENT and the Manufacturer, (c) actively managing the production process of manufactured goods and booking logistics as requested by the CLIENT, and (d) accommodating the CLIENT’s and the Manufacturer’s needs in order to effectuate the transaction between the CLIENT and the Manufacturer, in consideration for a percent interest in the sale proceeds, between the CLIENT and the Manufacturer.

    ATLAS is not a “seller” under the definition provided by the Uniform Commercial Code (“UCC”). ATLAS provides the aforementioned services; it does not provide goods. The UCC does not govern the transaction between ATLAS and the CLIENT. ATLAS has not accepted, nor will it accept, the role of agent of the Manufacturer. ATLAS does not, and will not, represent the CLIENT in any fiduciary capacity.

    All goods are produced by the Manufacturer and made for the CLIENT. All goods are shipped directly from the Manufacturer to the CLIENT, or their designee, as the owner of the goods. At no time will ATLAS own, store, hold title to, inventory, or sell the goods.

    ATLAS does not guarantee manufacturing results and makes no warranty, express or implied, with respect to the goods provided to the CLIENT by the Manufacturer. In the event of a discrepancy, or if a reasonable complaint with the goods shall arise, ATLAS will work within its aforementioned role as consultant to address the complaint with the Manufacturer. However, ATLAS cannot guarantee any results or outcomes of its discussions with the Manufacturer, and ATLAS will bear no responsibility for any issues, defects or damages that may arise.

    In the event that ATLAS’s good faith and reasonable efforts at addressing reasonable complaints with the goods does not produce a satisfactory outcome for both the CLIENT and the Manufacturer within 1 year or less, ATLAS will connect the CLIENT with the Manufacturer, in order for the CLIENT and the Manufacturer to directly address the CLIENT’s reasonable complaint, without ATLAS’s involvement.

    The CLIENT shall hold harmless ATLAS, each person or entity controlled by ATLAS, and their respective partners, shareholders, directors, officers and employees, against and from any and all losses, liabilities, and damages (including without limitation reasonable attorney’s fees) arising in connection with any action, claim, proceeding, or investigation relating to the goods provided to the CLIENT by the Manufacturer.