SunFrog, LLC dba SunFrog Shirts (“SunFrog”) is a service provider that allows artists to upload their original designs to the SunFrog Platform located at www.sunfrog.com and offer those designs for sale printed on t-shirts, hoodie sweatshirts, sweatshirts, and other apparel. SunFrog has instituted a performance marketing program whereby individual users may sign up for a Seller account and obtain a unique link to market products available on the SunFrog Platform. This SunFrog Agreement and Terms of Use for Artist Account and/or Seller Marketing Program (the “Agreement”) governs the respective rights and obligations of SunFrog and the Seller and/or Artist, as well as the accepted use of the SunFrog Platform by the Seller and/or Artist.

1. DEFINITIONS.

   1.1 “Seller,” “Artist,” “You” and “Your” refer to the user who signs up for an artist and/or a Seller account though the SunFrog Platform located at www.sunfrog.com.

   1.2 “Seller Link” and/or “Your Link” refer to a hyperlink containing a Seller’s unique identification code placed by the Seller on web sites, social media accounts, or other permitted methods that link back to the SunFrog Platform. Links may take many forms, including but not necessarily limited to text, images, buttons, banners, and videos.

   1.3 “Seller Site” and/or “Your Site” refer to web sites, blogs, and/or social media where a Seller places a Seller Link or any method of communication/advertising permitted by this Agreement related to Your Site.

   1.4 “Commission” and “Sale Commission” refer to the earned percentage of an individual sale total charged to the Visitor, not including shipping costs, or to the earned bounty (flat rate) per individual sale that SunFrog agrees to pay for a completed sale via the SunFrog Platform. A sale shall be deemed completed only when the Product is accepted by the end consumer.

   1.5 “Design” and/or “Your Design” refer to the original artwork, including illustrations, graphics, vector files, renderings, and other text or images in hard copy or digital format provided by the Artist for display on the SunFrog Platform or on physical or electronic products made by or for SunFrog.

   1.6 “My Manager” refers to the section of the SunFrog Platform that an Artist and/or Seller may access with their unique username and password combination for the purposes of managing a Seller Account and/or an Artist Account. A Seller and/or Artist must provide and edit profile information, payment preferences, Seller Site information, Seller Link information, upload and edit the Design and mockup, track product views and sales, and to address any other information SunFrog determines, in its sole discretion, is required to meet the purposes of this Seller Agreement, through the My Manager section. Furthermore, a Seller’s Payments Earned and Payout history may be viewed by the Seller in the My Manager section. Lastly, the Royalty and Payout history may be viewed by an Artist in the My Manager section.

   1.7 “Payout” refers to an aggregate of Royalties paid to an Artist and/or to an aggregate of Commissions paid to a Seller.

   1.8 “Product” refers to any physical or electronic products, including but not necessarily limited to apparel, stickers, promotional materials, and/or anything SunFrog decides, in its sole and complete discretion, to have as an option for purchase.

   1.9 “Purchase Price” means the price paid by the customer, retailer, wholesaler, or merchant partner, adjusted by any promotional discounts or coupons, and shall not include shipping or other additional charges.

   1.10 “Royalty” and “Royalties” refer to the percentage of an individual sale amount charged to the customer, or retailer, wholesaler, or merchant partner, not including shipping costs, that Sunfrog agrees to pay to an Artist as a licensing fee for a Design.

   1.11 “Sub-Seller” refers to a Seller who has signed up for the Seller Marketing Program through a referral from an approved “Parent Seller” and who signs up under that Parent Seller’s referral code.

   1.12 “SunFrog Site,” “Site,” “SunFrog Platform,” and “Platform” refers to any website(s) owned or operated by or for SunFrog.

   1.13 “Visitor” refers to any person or user that clicks on a Link to the SunFrog Platform or otherwise uses a computer or other electronic device to view the SunFrog Platform.



2. REGISTRATION.

   2.1 To sign up as a Seller or an Artist for SunFrog YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OF AGE, and supply a valid tax ID. A valid tax ID can include a Social Security Number for individuals or a federal tax ID for corporations or other business entities. If You are not a U.S. citizen or a representative of a U.S. business, You may be required to provide additional personal or business information for tax reporting purposes.

   2.2 THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN THE SUNFROG SELLER MARKETING PROGRAM: ADULT SITES; SITES THAT DISPLAY ADULT BANNERS; SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED; SITES THAT PROMOTE ILLEGAL ACTIVITY. WHETHER A SITE QUALIFIES AS BEING ONE OF THE AFOREMENTIONED PROHIBITED TYPE OF SITES SHALL BE WITHIN THE SOLE AND EXCLUSIVE DISCRETION OF SUNFROG.

   2.3 As part of the registration process, You will select a username (email) and password combination that You use to access Your account via My Manager. YOU MAY NOT USE OUR MARK, “SUNFROG,” “SUNFROG SHIRTS,” OR ANY PART OF THE SUNFROG MARK, OR ANY COMBINATION OF WORDS, LETTERS, SYMBOLS, NUMBERS, OR SPECIAL CHARACTERS IN YOUR USERNAME THAT MIGHT IDICATE YOU ARE AN EMPLOYEE, TEAM MEMBER, PARTNER, AGENT, OR DESIGNEE OF SUNFROG, OR WHICH MIGHT OTHERWISE CAUSE CONFUSION ABOUT YOUR RELATIONSHIP WITH SUNFROG. You are responsible for maintaining the confidentiality of Your username and password, and You are responsible for all usage and activity on Your Account, including use of the account by a third party whether or not you’ve authorized the third party to use Your account. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Your account by SunFrog and referral to the appropriate law enforcement agencies.



3. ACCEPTED USE.

   3.1 You represent to SunFrog that all information You provide in Your account is true and accurate, and any content You provide to SunFrog is solely owned by You or provided by You with the express authority of the person, partnership, company, organization, or other entity You represent; that it does not infringe upon any third-party rights, including without limitation, intellectual property rights; and that it is not defamatory, libelous, unlawful, or otherwise objectionable. You shall remain solely responsible for Your content, Your Link placement, and Your site.



4. PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY LICENSE.

   4.1 You acknowledge and agree that any content, including but not limited to text, data, photos, graphics, etc., or other material contained or distributed on or through the SunFrog Platform, by SunFrog, its advertisers, affiliates, or other third parties, may be and/or is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any content received through the SunFrog Platform without the authorization of SunFrog or the content owner. You may not publish, reproduce, copy in whole or in part, nor upload, download, post, email, sell, or otherwise distribute content available through the SunFrog Platform in violation of applicable copyright and other intellectual property laws.

   4.2 You retain all ownership rights to the Design submitted to the SunFrog Platform. By uploading the Design to the Platform, You hereby grant to SunFrog the nonexclusive, universal, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Design in or on Products available on the SunFrog Platform for direct purchase, or available through other retailers, wholesalers, distributors, merchants, or businesses working with SunFrog. By uploading Designs to the SunFrog platform, you specifically acknowledge and agree that these other retailers, wholesalers, distributors, merchants or businesses working with SunFrog may alter the price of products in their sole discretion and that such alteration may affect the amount of Your Payout.

   4.3 By uploading the Design to the Platform, You further grant to SunFrog a nonexclusive, universal, transferable, sublicensable right to use, reproduce, publicly display, sell and distribute the Design in or on products in advertising, marketing, samples, and promotional materials for the purpose of promoting the SunFrog Platform and Products. Without limitation, this promotion, marketing, or advertising may consist of: display of Products bearing the Design; Product or content placement bearing the Design in magazines, television shows, movies, and other media; the sale of Products bearing the Design available on the SunFrog Platform through third party product feeds; and the sale of Products bearing the Design available on the SunFrog Platform to other retailers, wholesalers, and distributors or businesses. By uploading Designs to the Platform, you specifically acknowledge that You are permitting SunFrog to offer Products bearing the Design at a discounted price based upon any commercially reasonable basis (including, but not necessarily limited to, volume) and that such discounts may affect the amount of Your Payout.

   4.4 You further grant SunFrog the right to make adjustments to the scale of a Design to ensure proper sizing on Products available through the SunFrog Platform. Although those uploading Designs to the Platform will on occasion ask SunFrog to modify the uploaded Design(s), SunFrog cannot and will not make modifications beyond adjustments for sizing as described herein under any circumstances. Any and all modifications to designs/a design, but for adjustments for sizing as described herein, must be made by the person originally uploading the subject Design(s).

   4.5 You acknowledge and agree that the SunFrog Platform and any software provided to You or used in connection with the SunFrog Platform including, but not necessarily limited to, any APIs or other scripts containing proprietary and confidential information, is protected by applicable intellectual property and other laws.

   4.6 SunFrog grants You a non-exclusive, revocable, and limited license to use the available content and SunFrog’s tools, images, and Product mockups for the purposes of promoting the SunFrog Platform on the condition that You provide appropriate attribution and a link to the SunFrog Platform. SunFrog reserves the right to terminate this license at any time.

   4.7 The intellectual property rights in or relating to the content of any notes, messages, emails, postings, letters, ideas, suggestions, concepts, or other written materials which You submit or communicate to SunFrog (excluding the Design(s) submitted by You) will automatically be deemed to the assigned, granted, and transferred by You to SunFrog upon their submission or communication to SunFrog, and You do assign all rights therein to SunFrog and agree that the same will automatically become the property of SunFrog and that SunFrog may use, exploit, copy, publish, implement, transfer, and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose SunFrog may elect in perpetuity.

   4.8 SunFrog grants You a revocable, non-exclusive, royalty-free license for the term of this Agreement, to access My Manager for the purposes of allowing You to market products for sale through a unique Seller Link to the SunFrog Platform, and to track Your qualifying sales.

   4.9 SunFrog grants you a revocable, non-exclusive, royalty-free license for the term of this Agreement to use the images, trademarks, trade names, service marks, and logos of SunFrog, as provided in My Manager or via electronic mail without alteration, to be used solely for the purpose of marketing products for sale through a Link to the SunFrog Platform.

   4.10 Except for the rights expressly granted herein, this Agreement does not transfer any intellectual property or technology of SunFrog to You, and all rights, titles, and interest in such intellectual property and technology, whether developed, licensed, or owned by SunFrog shall remain with SunFrog. You agree not to directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets of SunFrog.

   4.11 You acknowledge that SunFrog does not pre-screen Designs before they are made available for sale on the SunFrog Platform, but that SunFrog may, at any time, review the Design contemplated under this Agreement, and the content it contains for adherence to our guidelines, compliance with the terms and conditions set forth in this Agreement, and for compliance with intellectual property protections, and shall have the right, but not the obligation, in its sole discretion to remove any Design that is available on the SunFrog Platform.

   4.12 SunFrog, in its sole discretion, reserves the right to reject or remove a Design or Designs that incorporates mature content, including but not necessarily limited to Designs that contain vulgar or crude language; contain lewd or lascivious depictions or descriptions of sex acts; contain depictions or descriptions of male or female genitalia; promote hatred, racism, homophobia, xenophobia, bullying, or scorn of individuals or groups; and/or promotes violence, self-harm, self-mutilation, or suicide.



5. PLACING LINKS

   5.1 Upon approval by SunFrog for acceptance into the Seller Marketing Program, You may post Links in accordance with this Agreement. If such Links are not dynamically updated through www.sunfrog.com, You are responsible for updating Your Links to the SunFrog Platform when notified to do so in order to earn Sale Commissions.

   5.2 You may not use the following methods to place Links:
      a. Newsgroups, unsolicited emails, ICQ, banner networks, counters, chatrooms, or guestbooks. Any Link placed must be done in such a way that it is not misleading to any potential Visitor and done with the intention of delivering valid sales.
      b. GoogleAdWords, AdSense, or any other “pay-per-click” networks such as Yahoo! Or MSN to advertise directly to the SunFrog Platform. You may use pay-per-click networks to advertise Your Site, then link to SunFrog through your Seller Link, but the advertising verbiage may not include “SunFrog,” “SunFrog Shirts,” or any other word combination that resembles or implies the SunFrog company name, SunFrog trademarks, SunFrog service marks, or website URL.
      c. Coupon, deals, or discount websites or lists, which imply that by the potential Visitor clicking on a link they will be getting a discount in some way, even if you remove all “coupon,” “discount,” or “deal” language from the listing you create.
      d. Adware, Toolbars, or other “desktop” advertising software, including any and all third party advertising platforms that use a desktop application to display ads in any form.
      e. Use of existing or future software products that block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click-through or other traffic-based transaction that originated from a SunFrog Seller with the result of reducing any compensation or other payment earned by or owing to SunFrog Sellers.

   5.3 SunFrog shall monitor the use of Your unique Seller Link and collect data related to such use for purposes including without limitation tracking completed sales, calculating Commissions and Payouts, and improving the Seller Program.



6. PARENT SELLER INCENTIVE

   6.1 Sellers who excel may be invited to take part in SunFrog’s Parent Seller Incentive. As a Parent Seller, You are expected to recruit, train, and oversee Sellers who, for the purposes of calculating Commissions and Payouts, will be considered Sub-Sellers as to You.

   6.2 You will receive a Commission for each completed sale originating from one of Your Sub-Seller’s Links in the same manner as You would with Your own Seller Link. However, Payouts for Parent Sellers based upon completed sales of Sub-Sellers cannot be requested, will only be made at the end of a calendar month, and will be made only if the Payout amount meets or exceeds USD$50.00. If the USD$50.00 threshold is not met, the Commission amount will carry over to the next month and will continue to do so until the USD$50.00 threshold permitting payment is met. Payouts that may be issued, but that remain unrequested and age over 365 days, will be considered forfeited by the user and may be claimed by SunFrog in SunFrog's sole discretion.

   6.3 You are responsible for ensuring that Your Sub-Sellers review and adhere to the policies in this Agreement and agree to indemnify and hold harmless SunFrog for any liability based upon Your Sub-Seller’s violations.

   6.4 SunFrog shall have the authority to terminate the Parent Seller relationship when SunFrog determines, in its sole and complete discretion, that termination is appropriate. Once the Parent Seller relationship is terminated, any responsibility the former Parent Seller had for the actions of their former sub-Sellers shall likewise be terminated.

   6.5 Termination of the Parent Seller relationship between You and SunFrog does not necessarily terminate a relationship between SunFrog and your Sub-Sellers, but does terminate your right to be paid Commissions based upon sales completed by Your Sub-Sellers.



7. ARTIST COMPENSATION

   7.1 SunFrog agrees to pay You a Royalty for each unit of Product sold bearing Your Design on the Site.

   7.2 SunFrog reserves the right to retain Royalties for sales of any Products which involve a Design that violates this Agreement or constitutes a breach of Your warranties or representations and furthermore to redirect any such retained Royalties to a charity of SunFrog’s choice or as otherwise stated in this Agreement.

   7.3 If you are registered with SunFrog as both an Artist and a Merchant under the SunFrog Merchant Partners Program, SunFrog will not pay You a Royalty for the sale of any Products bearing Your Design that originate from Your Merchant site.

   7.4 Royalties earned post to Your Account on a rolling basis and may fluctuate as credits and debits are applied. Such credits or debits may be the result of different circumstances including, but not necessarily limited to, the return of a Product; a duplicate entry/order or other clear error; a non-bona fide transaction where there is no Artist failure to comply with this Agreement; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the customer, retailer, wholesaler, or merchant partner, (collectively known as a “Chargeback” or “Chargebacks,” regardless of the reasoning). SunFrog may apply Chargebacks to Your account at any time SunFrog determines, in its sole discretion, that applying such Chargeback/Chargebacks is warranted.

   7.5 Payouts are calculated on a rolling basis and may be requested once the Payout amount exceeds USD$50.00. No Payout can be requested, and no Payout will be made, until and unless the Payout amount meets or exceeds the USD$50.00 threshold. If Your Payout meets or exceeds the USD$50.00 threshold, payment will issue according to the payment preference You choose for such payments as indicated on My Manager for Your account. There may be a delay in payout processing and SunFrog shall not be liable for any damages whatsoever for any such damages or injury based upon such delay, regardless of whether the reason for the delay is within or outside of SunFrog’s direct or indirect control. Payouts that may be issued, but that remain unrequested and age over 365 days, will be considered forfeited by the user and may be claimed by SunFrog in SunFrog's sole discretion.

   7.6 Payouts may be delayed or withheld entirely if You fail to provide full and accurate payment information and tax documentation, where required.

   7.7 You are responsible for accurately reporting all Royalties earned and Payouts received to the appropriate governmental entities, and shall be further responsible for any and all taxes and penalties to foreign, federal, state, municipal, etc., governments.



8. ATTRIBUTION, PRODUCT DESCRIPTIONS, AND KEYWORDS

   8.1 You shall select and maintain an Artist Name to be used for attribution on the SunFrog Platform.

   8.2 An artist may create and edit a title, description, and keyword search terms for their Design in My Manager when uploading the necessary files and/or after the Design is live on the SunFrog platform. The product description and keywords must accurately reflect the content and representations of the Design and be logically connected to the Design.

   8.3 You are prohibited from creating Product titles, descriptions, and keyword search terms that are false or misleading as to Product availability, cost, promotions, discounts, savings, or charitable partnerships and planned donations; that contain any words, images, or links that infringe on the rights of third parties, including without limitation intellectual property rights; that contain any warranty language, including express or implied warranties of merchantability and fitness for a particular purpose; that contain any guarantees as to delivery, availability, product origin, product brand, customer service, customer satisfaction; or that contain any such other promises that would establish an obligation between SunFrog and an end-user of the SunFrog Platform.

   8.4 Product titles, descriptions, and keywords may be subject to review and revision by SunFrog without notice.



9. SELLER COMPENSATION

   9.1 SunFrog agrees to pay You a Commission for completed sales through the SunFrog Platform by Visitors who are directed to the SunFrog Platform via your Seller Link. In order to place Links, You must first be approved as a Seller by SunFrog. You understand that the Commission may be changed at any time. You are responsible for determining if the Commission for a Link You have placed has changed or been discontinued.

   9.2 Commissions earned post to Your account on a rolling basis and may fluctuate with credits and debits are applied. Such credits or debits may be the result of different circumstances including, but not necessarily limited to, the return of a Product; a duplicate entry/order or other clear error; a non-bona fide transaction where there is no Seller failure to comply with this Agreement; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the customer, retailer, wholesaler, or merchant partner, (collectively known as a “Chargeback” or “Chargebacks,” regardless of the reasoning). SunFrog may apply Chargebacks to Your account at any time SunFrog determines, in its sole discretion, that applying such Chargeback/Chargebacks is warranted.

   9.3 Payouts are calculated on a rolling basis and may be requested once the Payout amount exceeds USD$50.00. No Payout can be requested, and no Payout will be made, until and unless the Payout amount meets or exceeds the USD$50.00 threshold. If Your Payout meets or exceeds the USD$50.00 threshold, payment will issue according to the payment preference You choose for such payments as indicated on My Manager for Your account. There may be a delay in payout processing and SunFrog shall not be liable for any damages whatsoever for any such damages or injury based upon such delay, regardless of whether the reason for the delay is within or outside of SunFrog’s direct or indirect control. Payouts that may be issued, but that remain unrequested and age over 365 days, will be considered forfeited by the user and may be claimed by SunFrog in SunFrog's sole discretion.

   9.4 You are only eligible to earn Commissions on completed sales occurring during the term of this Agreement, and any Commissions earned before the date of termination will remain payable only if the product orders are not cancelled or returned. SunFrog reserves the right to withhold final payment for a reasonable time to insure against cancellations or returns.

   9.5 Payouts may be delayed or withheld entirely if you fail to provide full and accurate payment information and tax documentation, where required.

   9.6 You are responsible for accurately reporting all Commissions earned and Payouts received to the appropriate government entities, and shall be further responsible for any and all taxes and penalties to foreign, federal, state, municipal, etc., governments.



10. CHILDREN’S ONLINE PRIVACY PROTECTION ACT (COPPA).

   10.1 If you place Links on a website or section of a website that is covered by the Children’s Online Privacy Protection Act (COPPA), You must notify SunFrog in writing (either by First Class U.S. Mail or electronic mail) or those websites or sections of those websites, and You must not use interest-based advertising to target: (a) past or current activity by users known by You to be under the age of thirteen (13) years or (b) past or current activity on sites directed at users under the age of thirteen (13) years.



11. FTC GUIDELINES FOR ONLINE COMMERCIAL ADVERTISING.

   11.1 You must comply with the Federal Trade Commission guidelines, rules, and laws regarding commercial advertising, including advertising by placing Seller Links on websites and social media sites (e.g. Facebook, MySpace, Twitter, Tumblr, Instagram). You are required to disclose the commercial nature of your Seller Link posts or emails by a clear and conspicuous indicator (e.g. “Seller Link,” or “Advertisement”) included in the post or email. You may not engage in any false advertising, and your posts must not infringe upon the rights of third parties. If you are stating that a design is to be offered only for a limited period of time, You must use My Manager to actually limit the time a design is available in conformity with your statement.



12. CHARITABLE CLAIMS

12.1 You may not claim, in advertisements, Product descriptions, titles, or otherwise that any monies (proceeds, profits, or otherwise) from sales are going to be donated to, sent to, or directed to, charity UNLESS You follow the below notification procedure:

   12.1.1 Notify SunFrog by sending an email to legal@sunfrog.com (with the words “CHARITY PROGRAM” in the subject line) containing the following information:
      12.1.1.1 The name of the charitable organization; and
      12.1.1.2 The website associated with the charitable organization; and
      12.1.1.3 The address of the charitable organization; and
      12.1.1.4 The name, title, phone number, address, and email address of the contact person for the charitable organization; and
      12.1.1.5 The amount to be directed to the charitable organization (by dollar amount per sale, percentage of proceeds, or percentage of profits).

12.2 If You falsely claim that all or a portion of any sale (regardless of whether or not the portion is specifically identified or not) is being directed toward charity (whether a specific charity is identified or not), SunFrog may, in its sole discretion, terminate Your account. Furthermore, regardless of whether such termination occurs, any and all monies owing to You by SunFrog may, in the sole discretion of SunFrog, be redirected to a charity of SunFrog’s choosing if You make a false claim of charitable contribution. A claim may be considered false if the above notification procedure is not followed and/or if SunFrog, in its sole discretion, has any other reason to believe the claims of charitable contribution are not genuine.



13. CAN-SPAM ACT OF 0F 2003.

   13.1 You must comply with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”). The CAN-SPAM Act does not only apply to bulk email or targeted email marketing campaigns, but applies to “any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service,” including email that promotes content on commercial websites.

   13.2 All email messages containing an Seller Link must comply with the following requirements:

      a. You may not use false or misleading subject lines conveying the content of the message.       b. You may not use false or misleading header information in the “From,” “To,” “Reply to,” fields or in other routing information, including the originating domain name and email address. You must accurately identify the Seller as the source of the commercial message.       c. You must clearly and conspicuously disclose commercial email messages as advertisements.       d. You must include a valid, physical postal address in your email containing a Seller Link. This can be your current street address, a post office box you’ve registered with the U.S. Postal Service, or a private mailbox you’ve registered with a commercial mail-receiving agency established under Postal Service regulations.       e. You must provide clear and conspicuous instructions whereby recipients may opt-out of receiving future email form you, and you must honor those requests within ten (10) business days. You may not charge a fee, require the recipient to give You personal information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on a website as a condition of honoring the opt-out request.       f. You may not sell or transfer a recipient’s email address once that recipient has requested to opt-out of future emails, except to transfer the address to a company you’ve hired specifically to help you comply with the CAN-SPAM Act.

13.3 Violations of the CAN_SPAM Act may be subject to penalties of up to $16,000.00 per individual occurrence (i.e. per email). Moreover, violations may result in the immediate termination of Your account and the withholding of Commissions generated as a result of each violation.



14 TERM & TERMINATION

   14.1 This Agreement shall be in effect from and after the moment You acknowledge that You have read and agree to the Terms and Conditions for an Artist and/or Seller Account and will remain so until terminated pursuant to the provisions of this Agreement.

   14.2 An Artist or Seller may terminate their account upon giving five (5) business days’ notice in writing (either by mail or electronic mail) of the terminating party’s intent to terminate.

   14.3 SunFrog reserves the right, in its sole an unfettered discretion, to suspend or terminate Your Account or any part thereof and/or to suspend or terminate Your access to My Manager immediately and without prior notice for any reason including, but not necessarily limited to, inactivity of Your account, violations of this Agreement or other terms and conditions of the SunFrog Platform, and/or for illegal activity of any kind.

   14.4 SunFrog may, in its sole and unfettered discretion, decide to discontinue providing the SunFrog Platform, or any part thereof, with or without notice.

   14.5 You acknowledge that SunFrog, in its sole discretion, may remove a Design from being offered for sale or display on the SunFrog Platform and/or may exclude a Design from advertising, marketing, or promotions for any reason and at any time.

   14.6 All rights herein as to a Design shall terminate upon cancellation of this Agreement, or in the even SunFrog declines to display or sell a Design, or removes a Design from the SunFrog Platform, except that SunFrog may fulfill any orders placed prior to termination and SunFrog may continue to use a previously active Design in marketing a promotional materials if such materials were created prior to removal of the Design from the SunFrog Platform. Furthermore, upon termination, You will not accrue any more Sales Commissions or Artist Royalties and Your access to My Manager will be suspended at that time.

   14.7 You agree that SunFrog shall not be liable to You or any third-party for any termination or Your access to the SunFrog Platform. Should you object to any terms and conditions of this Agreement or become dissatisfied with the SunFrog Platform in any way, Your only recourse is to immediately discontinue use of the SunFrog Platform and/or terminate Your Account.

   14.8 Any termination of this Agreement shall not affect the respective rights and obligations (including, unless otherwise stated herein, payment obligations) of the parties arising before the date of termination.



15 CHANGES TO THIS AGREEMENT.

   SunFrog reserves the right to change, modify, add, or remove portions of this Agreement at any time and for any reason and further may add to, change, suspend, or discontinue any aspect of the art submission process or the Seller Program (including the Parent Seller portions thereof) at any time and for any reason. Any changes to this Agreement shall be effective upon posting. Though it may provide notice of any changes made, SunFrog shall be under no affirmative obligation to notify You of any such changes, whether those changes are material or otherwise, and You are specifically accepting that it is Your obligation to periodically review this Agreement to determine if there have been any changes. By accessing your Seller or Artist Account after a change in the terms and conditions, you are specifically agreeing to be bound by the terms and conditions as modified unless You cancel Your Account within six (6) hours from the time You first access Your Account after said change(s) is/are posted.



16 SUPPORT.

   SunFrog will provide support for My Manager, the art submission process, and the Seller Program as indicated on the SunFrog Platform and in accordance with the terms and conditions set forth in this Agreement.



17 EMAIL CONTACT.

   SunFrog reserves the right to send email to You for the purposes of informing You of applicable changes or additions to Your ability to upload and sell Products, to the Seller Marketing Program, or regarding any SunFrog-related products and/or services.



18 REPRESENTATIONS AND WARRANTIES.

   19.1 YOU REPRESENT AND WARRANT THAN ANY DESIGN YOU UPLOAD IS AN ORIGINAL WORK CREATED AND WHOLLY OWNED BY YOU, OR THAT YOU ARE UPLOADING THE DESIGN ON BEHALF OF AND IN COOPERATION WITH THE OWNER OF THE DESIGN, OR THAT YOU HAVE ACQUIRED THE PROPER LICENSING RIGHTS TO USE A DESIGN FOR REPRODUCTION, DISPLAY, AND DISTRIBUTION FROM THE OWNER OF SAID DESIGN AND YOU ACKNOWLEDGE THAT NEITHER SUNFROG NOR ANY OTHER PARTY INVOLVED WITH THE PRODUCTION OF ANY PRODUCT INCORPORATING OR USING A DESIGN YOU UPLOAD ASSUMES THE RESPONSIBILITY FOR OBTAINING SUCH LICENSING, AND THAT SUNFROG’S PRODUCTION OF ANY PRODUCT DEPICTING A DESIGN YOU UPLOAD DOES NOT INDICATE THAT SUNFROG APPROVES OF THE DESIGN, THAT THE DESIGN CONFORMS WITH ANY APPLICABLE LAWS, OR THAT YOU ARE ABSOLVED OF ANY LIABILITY OR HARM ARISING FROM YOUR UPLOADING AND/OR USE OF THE DESIGN.

   19.2 YOU REPRESENT AND WARRANT THAT THE DESIGN DOES NOT INFRINGE ON ANY RIGHTS OF THIRD PARTIES, INCLUDING COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADE SECRETS, PATENTS, MORAL RIGHTS, RIGHTS OF PUBLICITY, OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND THAT THE DESIGN DOES NOT CONTAIN ANY SCANDALOUS, LIBELOUS, DEFAMATORY, OR OTHER UNLAWFUL CONTENT.

   19.3 YOU REPRESENT AND WARRANT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS, OR OTHER RIGHTS IN A DESIGN OR ANY PARTS OF A DESIGN YOU UPLOAD TO THE SUNFROG PLATFORM.

   19.4 YOU UNDERSTAND THAT SUNFROG WILL COOPERATE WITH LAW ENFORCEMENT IN THE EVENT OF AN INVESTIGATION RELATED TO YOUR ACCOUNT AND/OR RELATED TO ANY DESIGN YOU UPLOAD TO THE SUNFROG PLATFORM. YOU FURTHER UNDERSTAND THAT SUNFROG WILL COMPLY WITH ANY/ALL APPLICABLE LAWS REGARDING COOPERATION WITH INTELLECTUAL PROPERTY RIGHTS OWNERS, THEIR REPRESENTATIVES, ATTORNEYS, AGENTS OR ASSIGNS. SUCH COOPERATION MAY REQUIRE, BUT IS NOT NECESSARILY LIMITED TO, SUNFROG TO PROVIDE YOUR NAME AND CONTACT INFORMATION, PLUS ANY SALES INFORMATION, TO THE INTELLECTUAL PROPERTY RIGHTS OWNERS, THEIR REPRESENTATIVES, ATTORNEYS, AGENTS OR ASSIGNS IN THE EVENT A LAWSUIT IS FILED AGAINST YOU FOR INTELLECTUAL PROPERTY INFRINGEMENT, IN RESPONSE TO A LAWFULLY ISSUED SUBPOENA, OR FOR ANY OTHER REASON PERMITTED BY LAW AND YOU HEREBY RELEASE SUNFROG, ITS REPRESENTATIVES, ATTORNEYS, AGENTS, AND/OR ASSIGNS FROM ANY AND ALL LIABILITY FOR THE RELEASE OF SUCH INFORMATION. FURTHERMORE, IN THE EVENT THAT SUNFROG, ITS ATTORNEY, AGENTS, REPRESENTATIVES, AGENTS OR ASSIGNS DETERMINES THAT A DESIGN DOES INFRINGE UPON THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY, SUNFROG MAY WITHHOLD ANY AND ALL PAYMENTS DUE TO THE PERSON UPLOADING THE INFRINGING DESIGN (REGARDLESS OF WHETHER THOSE FUNDS ARE RELATED TO THE SALE OF THE INFRINGING DESIGN OR OTHERWISE) WITH SAID PAYMENTS INSTEAD BEING FORWARDED TO A CHARITY OF SUNFROG’S CHOOSING. YOU SPECIFICALLY AUTHORIZE THIS COURSE OF ACTION AND HEREBY RELEASE SUNFROG, ITS REPRESENTATIVES, ATTORNEYS, AGENTS, OR ASSIGNS FROM ANY AND ALL LIABILITY FOR PERMANENTLY WITHHOLDING AND/OR FOR THE FORWARDING OF SUCH PAYMENTS TO CHARITY PURSUANT TO THE ABOVE-DESCRIBED CIRCUMSTANCE.

   19.5 YOU UNDERSTAND THAT SUNFROG HAS ADOPTED A “REPEAT INFRINGER” POLICY WHEREIN AN ACCOUNT WILL BE TERMINATED AND A PERSON PERMANENTLY BANNED FROM USING, OR EVEN ACCESSING, THE SUNFROG PLATFORM IF SUNFROG, IN ITS SOLE DISCRETION, DETERMINES THAT AN ACCOUNT HOLDER IS A REPEAT INFRINGER. A DESIGNATION AS A “REPEAT INFRINGER” WILL RESULT IN THE EMAIL ADDRESS AND THE INTERNET PROTOCOL ADDRESS (“IP ADDRESS”) OF THE PERSON SO DESIGNATED BEING PERMANENTLY BLOCKED FROM ACCESSING THE SUNFROG PLATFORM. IF AN ACCOUNT IS TERMINATED PURSUANT TO THE REPEAT INFRINGER POLICY, ANY AND ALL MONIES DUE AND OWING TO THE ACCOUNT HOLDER AT THE TIME OF THE DESIGNATION MAY BE WITHHELD AND REDIRECTED TO A CHARITY OF SUNFROG’S CHOOSING. YOU SPECIFICALLY AUTHORIZE THIS COURSE OF ACTION AND HEREBY RELEASE SUNFROG, ITS REPRESENTATIVES, ATTORNEYS, AGENTS, OR ASSIGNS FROM ANY AND ALL LIABILITY FOR PERMANENTLY WITHHOLDING AND/OR FORWARDING OF SUCH MONIES FOR THE ABOVE-STATED REASONS.

   19.6 YOU HEREBY REPRESENT AND WARRANT TO SUNFROG THAT THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY YOU AND CONSTITUTES YOUR LEGAL, VALID, AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS; AND THAT THE EXECUTION, DELIVERY, AND PERFORMANCE BY YOU OF THIS AGREEMENT IS WITHIN YOUR LEGAL CAPACITY AND POWER, HAS BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON USER’S PART, REQUIRES THE APPROVAL OR CONSENT OF NO OTHER PERSONS, AND NEITHER VIOLATES NOR CONSTITUTES A DEFAULT UNDER THE (a) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMETN, OR DECREE TO WHICH USER IS SUBJECT OR WHICH IS BINDING UPON YOU, OR (b) THE TERMS OF ANY OTHER AGREEMETNS, DOCUMENT, OR INSTRUMENT APPLICABLE TO USER OR BINDING UPON USER; AND THAT THE ACTIONS TO BE TAKEN BY YOU UNDER THIS AGREEMENT NEITHER INFRINGE NOR VIOLATE ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER INTELLECTUAL OR PROPRIETARY RIGHT OF ANY THIRD PARTY.



20 LIMITATION OF LIABILITY.

   SUNFROG OR ITS SUPPLIERS OR RESELLERS OR VENDERS SHALL NOT BE LIABILE TO YOU OR ANY OTHER PERSON OR ENTITY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OR INABILITY TO USE THE SUNFROG PLATFORM OR ANY INFORMATION PROVIDED ON THE SUNFROG PLATFORM OR ANY OTHER HYPERLINKED WEBSITE INCLUDING, BUT NOT NECESSARILY LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SUNFROG OR A SUNFROG AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES ON THE SUNFROG PLATFORM OR ANY HYPERLINKED WEBSITE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN USCH JURISDICTIONS, SUNFROG’S LIABILITY IS LIMITED TO THE SMALLES AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.



21 INDEMNIFICATION.

   You agree that SunFrog has no responsibility or liability as a result of Your placement of Links from Your website or as to Your Design. You agree to indemnify, defend, and hold harmless SunFrog and SunFrog’s members, managers, employees, and agents from and against any and all liability, claims, losses, damages, injuries, or expenses (including reasonable attorney’s fees) relating to the placement of Links, a breach of Your obligations under this Agreement, claims arising in tort (such as libel, slander, or defamation), or because of the infringement of any third party intellectual property rights.



22 ASSIGNMENT.

   You may not assign this Agreement, in whole or in part, without SunFrog’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.



23 GOVERNING LAW AND VENUE.

This Agreement shall be interpreted under the laws of the State of Michigan without regard to conflicts of laws provisions thereof. Any action arising under or in connection with this Agreement shall only be brought in a court of competent jurisdiction sitting in Otsego County, State of Michigan (“Permitted Courts”) and You: (a) consent to the jurisdiction of the Permitted Courts in such actions and (b) agree not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum.



24 FORCE MAJEUR.

   Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, intergalactic conflict, a Zombie Apocalypse, meteor strike resulting in the extinction of the human race, Armageddon, earthquakes, war (or similar), governmental action, labor conditions, acts of God or any other cause which is beyond the reasonable control of such party.



25 INDEPENDENT CONTRACTORS.

   The relationship between You and SunFrog shall be that of independent contractors. Neither party will be considered an agent, employee, joint venture, or partner of the other.



26 SEVERABILITY.

   If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be construed as being so limited.



27 HEADINGS.

   The headings for each section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.



28 ELECTRONIC SIGNATURE.

   You agree to be bound by any electronic affirmation, assent, or agreements transmitted through the SunFrog Platform. You represent and warrant that You have the authority to agree to this Agreement. You agree that any decision or action to click on an “I agree,” “I consent,” or other similarly worded “button” or entry field using a mouse, keystroke, other computer device, or if You continue to use the SunFrog Platform after being informed that such continuance of usage shall constitute Your specific agreement, shall constitute a legally binding and enforceable affirmation, assent, or agreement that is the legal equivalent of Your handwritten signature.



29 INDEPENDENT EVALUATION.

   You acknowledge that You have read this Agreement and agree to all the terms, conditions, and provisions herein. You have had the opportunity to seek advice of independent counsel prior to undertaking the obligations contained herein, You have independently evaluated the desirability of undertaking this Agreement, and You are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.



30 ENTIRE AGREEMENT.

   This Agreement constitutes the entire agreement between You and SunFrog and supersedes any prior understanding or representation of any kind preceding the term of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.