12 Month Membership Purchase Agreement

Sale of Goods

The Seller will sell to the Buyer the following goods, on TODAY (as noted by “purchase agreement date”) (the "Goods"):

inSpire Design One Year Furniture & Daily Savings Membership

The Seller will provide the following services to the Buyer:

• 40% - 50% Furniture at any location under iDealBUY LLC DBA inSpire Design franchise stores, Kiosk or website branded and owned by the same.
• 20% - 25% Hospitality, Dinning, Entertainment and Necessities provided from a third party service and delivered to “the buyer” at a monthly rate of $15.99 included in the total price of the sale broken down into 12 monthly payments either included and at a minimum of $15.99. The first monthly payment is included in the initial Purchase Price.

Purchase Price

The Buyer will accept the goods/services and pay for the goods/services at the “one year” sum of the agreed payment options provided as the “Easy Start” or Max Savings” plan stated on the website. The “One Year” term is defined as the member will pay the agreed amount for one year. After one year the membership is bound from month to month after the anniversary date of their agreement.

Each payment option will required an initial amount paid upfront and the remainder of the Purchase Price by bank draft or credit card as required monthly in clause 5 of this Agreement.

The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the Purchase Price specified in this Agreement, the amount of any present or future use, excise, or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.

The Purchase Price is inclusive of sales tax, and is payable by the Buyer unless the Buyer provides the Seller with a tax exemption certificate acceptable to the applicable taxing authorities, in which case the amount of sales tax will be subtracted from the Purchase Price payable by the Buyer.

Payment

After the initial payment, recurring monthly installments will commence the following month.

Except as otherwise provided in this Agreement, the deposit is not refunded to the Buyer if this transaction is not completed.

Default

Notwithstanding anything to the contrary in this Agreement, if the Buyer defaults in the performance of any obligation under this Agreement and if, as a member they did not receive any benefit from the purchase of items from inSpire Design, then the Seller may declare the entire”membership” Purchase Price owing under this Agreement at that time to be immediately due and payable.

Delivery of Goods

The Goods will be delivered to Members Address. The Seller agrees to furnish the facilities and at its cost to load the Goods on trucks furnished by the Buyer. The method of shipment will be within the discretion of the Buyer. However, the Seller will only be responsible for the lesser of truck freight or rail freight to the Buyer.

Risk of Loss

The risk of loss from any casualty to the Goods, regardless of the cause, will be on the Seller until the Goods have been received by the Buyer. The Buyer will provide, at its expense, insurance on the Goods insuring the Seller's and the Buyer's interest as they appear, until payment in full to the Seller.

Warranties

THE GOODS ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods. The Seller's above disclaimer of warranties does not, in any way, affect the terms of any applicable warranties from the manufacturer of the Goods.

The Buyer has been given the opportunity to inspect the Goods or to have it inspected and the Buyer has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.

Title

Title to the Goods will remain with the Seller until delivery and actual receipt of the Goods by the Buyer or, in the alternative, the Seller delivers a document of title or registrable bill of sale of the Goods, bearing any necessary endorsement, to the Buyer.

Security Interest

The Seller retains a security interest in the Goods until paid in full.

Inspection

Inspection will be made by the Buyer at the time and place of delivery.

Any refund will not include costs of delivery or installation/de-installation. Those costs will be borne by the Buyer.

Claims

The Buyer's failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.

Excuse for Delay or Failure to Perform

The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement.

Remedies

The Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.

Cancellation

The Seller reserves the right to cancel this Agreement:

• if the Buyer fails to pay for any shipment when due;
• in the event of the Buyer's insolvency or bankruptcy; or
• if the Seller deems that its prospect of payment is impaired.

Notices

Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:

SELLER:
iDealBUY - inSpire Design of 930 B Austin Avenue, Waco Texas 76701

BUYER:
[BUYER NAME / ADDRESS]

Arbitration

If any dispute relating to this Agreement between the Seller and the Buyer is not resolved through informal discussion within 14 days from the date a dispute arises, the parties agree to submit the issue before an arbitrator. The decision of the arbitrator will be binding on the parties. Any arbitrator must be a neutral party acceptable to both the Seller and the Buyer. The cost of any arbitration will be paid by the Buyer.

General Provisions

Headings are inserted for convenience only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.

The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.

This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.

This Agreement will be governed by and construed in accordance with the laws of the State of Texas, including the Texas Uniform Commercial Code and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the State of Texas.

Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Texas on the date of execution of this Agreement.

If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.

This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.

This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

Time is of the essence in this Agreement.

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.