Affiliate Terms & Conditions

These Affiliate Terms and Conditions (the “Agreement” or “Terms and
Conditions”) are between Fonts and Colors LLC (“Company”) and you, the
individual who, by this Agreement, becomes a marketing affiliate (“you”) for
Company’s online shop (the “Shop”) containing Graphic Design Tools (each,
a “Product”) .

1. Background and Intent. Company has created a program by which
individuals may sign up to be a marketing affiliate (an “Affiliate”) for
Products (the “Program”) in exchange for a commission percentage (as
detailed below). By entering into this Agreement and accepting the terms
of this Agreement, you become an Affiliate for the Shop the Offer.

2. Term. The term of this Agreement will begin on the date you agree to and
accept these terms and will continue for as long as you remain an active
Affiliate (according to the terms of this Agreement) or until this
Agreement is terminated.

3. Commissions.
a. Structure. Company will pay you a commission in the amount of 10%
(ten percent) on each sale of a Product (the “Commission”) so long as
that purchase results in actual payment to Company and results from
your unique link or code (each, a “Qualifying Purchase”).

Commissions are paid based on the final price reflected at sale, after
any applicable discounts. Other commissions may become available
from time to time during your participation in the Program, in
Company’s discretion.

b. Exclusions. Qualifying Purchases do not include: purchases of Products
the Offer not made with your unique link or code; any purchases you
make from Company; purchases on Products that are ultimately
refunded or canceled the Offer if it is ultimately refunded or canceled;
or fraudulent purchases.

c. Payment. You must link your bank account within fourteen (14) days of
becoming an Affiliate in order to receive any Commission payment.
Commissions will be distributed to you monthly, so long as the total
monthly Commission amounts to Twenty-five U.S. Dollars ($25 USD) or
more. If your Commission does not meet the stated payout threshold,
it will roll over until such time that you do meet the minimum payout
threshold. It is your sole responsibility to ensure you have entered and
maintain true and accurate information with Company in order to
receive Commissions to which you are entitled.

d. Refunds and Chargebacks. If Company receives a chargeback or refund
request from any customer that purchased using your unique link or
code and the chargeback or refund is honored by the bank or credit
card institution, Company may deduct that amount from your future
payouts.

4. Affiliate Status. In order to remain an Affiliate, Company must receive
one Qualifying for every six months that you are enrolled in the Program.
If you fail to qualify, Company may, in its discretion, terminate your
participation in the Program.

5. Legal Compliance. You are completely and solely responsible for
complying with all applicable laws when promoting the Shop. This
includes, but is not limited to, email marketing laws (e.g., CAN-SPAM Act),
applicable state privacy laws, and regulations from the Federal Trade
Commission regarding the use of affiliate disclaimers and disclosures
online.

6. Prohibited Activities. As an Affiliate, you are prohibited from engaging
in any of the following:
• Making any guarantees regarding the Offer any Product;
• Reverse-engineering or otherwise abusing the technology for any
purpose other than legitimate participation in the Program;
• Holding yourself out as a Company employee or agent;
• Placing your affiliate link or affiliate code on any coupon code or
discount website (e.g., RetailMeNot or similar);
• Posting Company’s intellectual property (screen shots, excerpts,
videos, other content) without Company’s prior, written permission;
• Posting Company’s testimonials without Company’s prior, written
permission;
• Using Company’s intellectual property – including, but not limited
to, text, trademarks, logos, videos, or other creative content – in a
disparaging way or a manner that negatively or unlawfully impacts
Company’s business;
• Any activity the result of which would result in liability to
Company.

7. Termination; Updates to Terms. Either party may terminate this
Agreement at any time upon written notice to the other. Company
reserves the right to terminate you and/or amend these Terms and
Conditions at any time, with advanced notice to you. If you do not agree
to the updated Terms and Conditions, or if you wish to terminate your
participation in the Program, you must notify Company of your
termination in writing. You will be issued any commission owed as of the
date Company receives your written notice and your status as an Affiliate
for Company will immediately terminate. If you do not terminate your
status as an Affiliate within five (5) business days of any update to this
Agreement, your continuance will be deemed an agreement to those
updates and/or modifications. If Company terminates this Agreement due
to your breach, Company is entitled to seek any applicable damages.
8. Disputes. If you wish to dispute any payout made under this Agreement,
you must request applicable records within thirty (30) days of that payout.
Any requests made beyond the thirty (30) day threshold will not be
considered. If a dispute arises between you and Company wherein you
allege Company has breached the terms of this Agreement, you must first
provide written notice of your dispute to Company and provide Company
thirty (30) days in which to rectify the breach. If Company does not rectify
the breach or the breach is not able to be rectified within that time, and
you and Company are not able to amicably resolve the dispute amongst
yourselves, the dispute must first be submitted to a neutral, third-party
mediator of your mutual choosing before the institution of any litigation.

9. DISCLAIMER AND LIMITATION OF LIABILITY. COMPANY DOES NOT
GUARANTEE UPTIME, FUNCTIONALITY, OR ANY TECHNICAL
SPECIFICATIONS FOR ANY PLATFORMS IT UTILIZES FOR PURPOSES OF
DELIVERING ANY PRODUCTS. OUTAGES AND WEBSITE INTERRUPTIONS
ARE OUTSIDE OF COMPANY’S CONTROL AND COMPANY DOES NOT AND
CANNOT GUARANTEE THAT THE PRODUCTS OR ANY THIRD-PARTY
PRODUCTS OR PLATFORMS UTILIZED BY COMPANY WILL BE
UNINTERRUPTED, ERROR-FREE, OR SECURE AND SPECIFICALLY DISCLAIMS
ANY LIABILITY THAT COULD POTENTIALLY RESULT FROM THE SAME. If,
despite the previous sentence, liability is imposed on Company, the
maximum amount of financial liability to which Company will be
responsible is the actual Commission paid out to you for the thirty (30)
days preceding the applicable claim or the amount paid by your referred
customer in the thirty (30) days preceding the applicable claim. RESULTS
FROM YOUR ENROLLMENT IN THIS PROGRAM ARE NOT
GUARANTEED.

10. Relationship of the Parties. In your role as an Affiliate, you are an
independent contractor for Company, and this Agreement will not be
construed as creating an employer/employee agency, partnership or joint venture relationship between you and Company. You are solely
responsible for all taxes owed in connection with any Commissions earned
as a result of this Agreement.

11. Indemnification and Hold Harmless. You will release, indemnify,
hold Company harmless from, and defend Company against, any damage,
liability or expenses incurred as a result of any claim, judgment, damages,
liabilities, costs, expenses or adjudication against Company arising from
any breach of this Agreement by or from your action or inaction because
of, in connection with, or relating to the Program or otherwise arising out
of the subject matter of this Agreement, including attorneys’ fees and
costs and including any costs of collection. Likewise, Company will
indemnify, defend, and hold you harmless for any injury, property
damage, liability, claim or other cause of action arising out of or related to
Company’s intentional breach of this Agreement. Indemnification
described in this Section includes reasonable attorneys’ fees and costs
incurred as a result of a party’s material breach.

12. Entire Agreement; Binding. This Agreement constitutes the final
agreement between you and Company and supersedes all prior
understandings between us. In entering into this Agreement, neither you
nor Company has relied upon any statement, representation, warranty, or
agreement of the other party except for what is specifically contained in
this Agreement. No alteration, amendment or modification hereof shall be
binding unless set forth in a writing signed by both of the parties hereto.

13. Governing Law; Venue. This Agreement will be construed according
to the laws of the State of Tennessee for contracts wholly performed and
executed in that state, regardless of conflict-of-law considerations. All
disputes arising under or related to this Agreement must be submitted
first to a mutually agreed-upon mediator in Nashville, Tennessee
(Davidson County) or, if mediation fails, to a court of competent
jurisdiction in Nashville, Tennessee (Davidson County) (or, if no such court
exists, a court as close as possible to that location).

14. Severability; Waiver. If any part of this Agreement is determined to
be invalid, illegal or unenforceable, the remaining provisions of this
Agreement will remain valid, binding, and enforceable. If one party
breaches this Agreement and the non-breaching party does not enforce
the terms of this Agreement, that waiver of the breach will not affect the
non-breaching party's ability to enforce the terms of this Agreement at
any time.

15. Assignment. You may not assign or transfer this Agreement.
Company may assign the Agreement to a successor in interest, such as a company that absorbs all of Company’s assets, or as otherwise
specifically permitted under this Agreement.

16. Headings. The headings in this Agreement are for reference only and
do not affect the interpretation of this Agreement.

17. Your Electronic Acceptance. Execution of these Terms and
Conditions delivered by your checking the box for electronic
acknowledgement on the Affiliate registration page is deemed to have the
same legal effect as delivery of an original, manually signed copy of this
Agreement.

18. Company’s Acceptance. Company has acknowledged, read, and
agreed to the Terms and Conditions above.