SUBSCRIPTION AGREEMENT
TO THE CERTIFICATION PROGRAM OF
THE ART AND CREATIVE MATERIALS INSTITUTE, INC.

• The expense of operation of the services hereinafter provided shall be an obligation of ACMI for which the Subscriber agrees to reimburse ACMI as follows: (a) for Active Members of ACMI, by an assessment at a rate fixed from time to time by its Board of Directors under the provisions of the Constitution and Bylaws of ACMI; (b) for any manufacturer, other than an Active Member of ACMI, by an assessment at a rate fixed from time to time by its Board of Directors under the provisions of the Constitution and Bylaws of ACMI.
• Each new Subscriber will pay all expenses to determine initially the eligibility of its products to qualify for the AP or CL Seal according to the Procedures outlined in the latest revision of the Manual of Procedure of ACMI.
• The products shall comply with the standards set forth in Schedule B hereto attached, or as such Schedule B may be hereafter modified by two-thirds (2/3rds) vote of the members of ACMI.
• Each Subscriber agrees to comply with the Manual of Procedure or latest revision thereof used in implementing the program provided for herein.
• The parties hereto agree that evaluations made by ACMI's Toxicologist and reported to the Subscriber shall be conclusive and binding on the parties subject to the appeal process provided in the Manual of Procedure, as to whether such products or the ingredients thereof are non-toxic or require toxicity labeling (as defined in Schedule B).
• It is further agreed that, if any time the Subscriber changes the formula of any of its products bearing either the AP or CL Seal or desires an AP or CL Seal for additional colors or products, it will comply with the latest revision of the ACMI Manual of Procedure.
• ACMI agrees that, as soon as the Subscriber's products have been found by the evaluations and tests provided in the Manual of Procedure to be eligible, authorization will be given by ACMI to use the AP or CL Seal as indicated. The Subscriber thereupon acquires a non-exclusive, non-assignable license or licenses to print or use the registered trademark AP Approved Product Seal, or the registered trademark CL Cautionary Labeling Seal on or in connection with the distribution of such products.
  
  The said license or licenses shall be suspended if and when the evaluation of such products as provided in the Manual of Procedure shows that they no longer qualify for such certification marks, and such suspension shall remain in effect until such products have again qualified.
• In the event that an issue may arise concerning the certification status of a product or products between ACMI and a Subscriber or Licensee, it is the responsibility of the Subscriber or Licensee to cooperate with any ACMI inquiry or audit request by permitting ACMI staff, counsel or accountant prompt access to its offices, plant, inventory and documentary or computer records on reasonable notice from ACMI, along with such other assistance as ACMI may in its discretion require in connection with the issue for the purpose of ACMI certification program administration, audit and compliance.
  
  ACMI Staff members have signed a Confidentiality Agreement that they will not release any information of a confidential nature, such as formula information, sales information, product information, should they be required to have access to such information.
• It is agreed that reproductions of the AP Approved Product Seal or CL Cautionary Labeling Seal, in the possession of the Subscriber, have no intrinsic value; that the same are subject to use only in accordance with the license or licenses as herein provided; and that any unauthorized use of the same shall constitute an infringement of ACMI's property rights therein as protected by trademark laws and by this Agreement.
  
  In the event of a dispute relating to the certification program status of particular products and/or the misuse and/or infringement of the ACMI Certification Marks, it is agreed that the dispute shall be governed by the laws of the Commonwealth of Massachusetts. The Member Company, by entering into this Agreement, hereby waives any objection to personal jurisdiction in the United States Federal or State Court where ACMI chooses to initiate litigation. The Member Company consents to service of process of any and all subpoenas and/or summonses by U.S. Mail, Federal Express, or other courier service.
• The Subscriber agrees that the display of the ACMI Certification Marks, any reference to the ACMI Certification Program or website link to the ACMI in any advertising, promotional or other media, including websites, will be in a context that will not bring disrepute to the Certification Marks, the Certification Program or the ACMI website or associate the Certification Marks, Certification Program or the ACMI website with any pornographic materials or pornographic website links. ACMI shall have complete discretion in its determination of the issue and the Subscriber agrees to expeditiously take action to remove or delete all reference to the ACMI Certification marks, or Certification Program or link to the ACMI website at the request of ACMI.
• No amendment, alteration or addition of or to this Agreement, or any part thereof, or Schedule annexed thereto, shall be effective except it be in writing and duly executed by ACMI.
• This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and said counterparts shall constitute but one and the same instrument and may be sufficiently evidenced by any one counterpart.
• This Agreement shall be effective for the year in which it is executed by the parties hereto and thereafter from year to year until it is cancelled and terminated by the respective parties hereto, upon three (3) months notice in writing duly mailed by either party to the other.