Marketplace and Spreadshop Partner Terms and Conditions

A. GENERAL INFORMATION

1. General

These Marketplace and Spreadshop Partner Terms and Conditions (“Partner Terms”) set out a Marketplace and/or Spreadshop user’s (“Partner”, “you”, or “your”) rights and obligations when using certain services on the www.spreadshirt.com and www.spreadshop.com websites (the websites, collectively referred to as the “Websites”) as provided by Spreadshirt, Inc., a Delaware corporation (“Spreadshirt”, “we”, “our”, or “us”).

These Partner Terms set out Spreadshirt’s rules and policies governing the following services provided on the Websites:

• Marketplace (Section B.)
• Spreadshop (Section C.)

(Marketplace and Spreadshop services, collectively referred to as “Services”).

Please read these Partner Terms carefully. These Partner Terms are an agreement entered into by and between Spreadshirt and Partner. By using any of the Services and Websites, you acknowledge and agree to be bound by these (i) Partner Terms and (ii) our Privacy Policy (found at https://www.spreadshirt.com/privacy-policy-C3259). If you would like to use our Services, you must agree to the Partner Terms and Privacy Policy. No exceptions to these Partner Terms are effective unless agreed to in writing by Spreadshirt. If you do not agree to the Partner Terms, you are not authorized to use the Services or Websites.

Spreadshirt may change these Partner Terms from time to time. Spreadshirt may notify you of any changes or amendments to these Partner Terms or any other matters by displaying notices on the Websites, links to notices, or by email notification. If you disagree with any changes or amendments to Partner Terms, or any other Websites agreements or policies, you must stop using the Services, including Spreadshirt's Websites.

For your convenience, we are providing a French version of these Partner Terms; however, the English version controls.

2. Definitions; Background Information

"Product Types" are our products, regardless of their color or size, without a Design on them.

"Designs" are design elements (images and/or text) for our products that can be represented visually.

"Descriptions" are descriptions and keyword tags for individual Designs.

The "Marketplace" is one of our sales channels for products and also the gateway to other sales channels, such as third-party e-commerce marketplaces (e.g., Amazon and eBay) as well as the Create-Your-Own Areas on our Websites and in the Spreadshops of other Partners.

On Spreadshirt’s Marketplace and on third-party e-commerce marketplaces, customers may choose from a variety of pre-designed products.

In the Create-Your-Own Area on the Websites, customers can use the "Design Tool" to create products with their own text and Designs, as well as your Designs.

The "Spreadshop" is an online shop that we provide for you, that you can also embed in websites.

Your "Partner Account" is your user account to manage your Spreadshop(s) and Designs. Spreadshop will provide you with a Partner ID, which is visible in your Partner Account.

You will receive compensation from us for "Successful Sales".

A “Successful Sale” occurs when:

• a valid contract for the purchase of a product comes into effect;
• the ordered product is shipped to the customer;
• the customer has paid the purchase price and no chargeback has occurred within 14 days after shipment; and
• the order has not been cancelled by the customer or returned due to legal regulations or our return policies.

3. How to Become a Partner; Registration

3.1. To become a Partner, simply register and open a Partner Account on our Websites. In order to publish Designs on the Marketplace and to activate a Spreadshop, you (a) need to accurately fill in and submit the registration form and (b) acknowledge and accept (i) these Partner Terms and (ii) the Privacy Policy.

3.2. If you register for a Partner Account, you agree to provide and maintain current, complete, and accurate information, including full name, address, and valid email address. Importantly, you are required to provide and maintain current, accurate, and complete information with respect to payment and tax information. The personal information and registration data you provide are governed by our Privacy Policy. You are responsible for maintaining the confidentiality of your registration account(s) and Partner Account(s) and any associated passwords. You are fully and solely responsible for any and all activities that occur under your Partner Account.

3.3. Before you submit the Partner Account registration form, you must check the accuracy of the information you have entered and, if necessary, amend it using the correction tools provided. Failure to provide current, complete, and accurate personal, payment, and tax information may result in delays in payments and/or suspension of your account. Certain submitted information may be made publicly available, for example, on your Spreadshop’s legal information page.

4. Our Relationship with Customers

4.1. We handle the contractual relationship with customers, which means that you can fully concentrate on your Designs and Spreadshop(s).

4.2. Spreadshirt takes care of production, delivery, and customer service. That’s why we are entitled to reject orders that fail to meet our technical and organizational requirements. Additionally, we may reject orders if we suspect that the orders violate third-party rights or the law.

4.3. To ensure that orders are processed smoothly, we are exclusively responsible for all communication with customers.

5. Your Partner Account

5.1. We store the data and information you provide, any content you provide in your Partner Account, and the settings you specify for the Marketplace and your Spreadshop(s). You can view this information in your Partner Account. We also store and display the current version of Partner Terms, available here: https://www.spreadshirt.com/terms-and-conditions-for-shop-partner-C2376. Please note that prior versions of Partner Terms are not publicly available. We do not retain the Partner Terms contract text after the conclusion or termination of this agreement.

5.2. In your Partner Account, you will find an overview of your compensation for Successful Sales.

5.3. We will email you information and tips regarding your Spreadshop(s) and the Marketplace ("Partner Newsletter") from time to time. You can unsubscribe from the Partner Newsletter at any time. Please note that you will continue to receive contractually relevant information via email.

6. Spreadshirt’s Intellectual Property; Use of our Websites and Services

6.1. Spreadshirt owns all intellectual property and other rights, title, and interest in the Websites, its other websites, and Services (except for user-provided content). The Spreadshirt name and logos are trademarks and service marks of Spreadshirt (collectively, the “Spreadshirt Marks”). Other company, service names, products, and logos used and displayed on the Websites may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with Spreadshirt and/or the Websites. Nothing in these Partner Terms should be construed as granting any license or right to use any of the Spreadshirt Marks, without our prior written permission. Your use of the Websites does not grant you any right, title, or interest to these properties, except as follows. Spreadshirt grants you a limited, revocable license to access and use the Websites and Services for its intended purposes: the provision of an online, on-demand, customizable merchandising e-commerce solutions. You may only use the Websites and Services according to Spreadshirt's terms, rules, and guidelines found on its Websites, and Spreadshirt may revoke this license and limit your access to the Websites according to Section E.7. In connection with your use of the Websites and Services, you will comply with all applicable laws and regulations. Any use of the Websites, Services, or any content on the Websites other than as specifically authorized herein is strictly prohibited. Any rights not expressly granted herein are reserved by Spreadshirt.

6.2. You shall be required to register in order to use certain Services features. If you register for a Partner Account, you agree to provide and maintain current, complete, and accurate information, including full name, address, and valid email address. Importantly, you are required to provide and maintain current, accurate, and complete information with respect to payment and tax information, such as your Tax Identification Number (SSN, ITIN, or EIN) and requested IRS W-forms. Failure to provide current, complete, and accurate personal, payment, and tax information may result in delays in payments and/or suspension of your account.

6.3. You are responsible for maintaining the confidentiality of your registration account(s) and Partner Account(s) and any associated passwords. Do not use the same login information for your Partner Account that you use for other websites and services. If you have reason to believe that a third party accessed your login information, change your password and notify us immediately. You are fully and solely responsible for any and all activities that occur under your Partner Account.

6.4. You may not:

• use any automated technology to scrape, mine, or gather any information or content on the Websites or otherwise access the Websites for any unauthorized purpose;
• implement any measures to mask your IP address or use a proxy IP address to access the Websites if otherwise prohibited;
• interfere with the Websites or any Spreadshirt services by using viruses or any other programs or technology designed to disrupt or damage any software or hardware;
• modify, copy, create derivative works from, reverse engineer, decompile, or disassemble any technology used on or to provide the Websites;
• use a robot or other automated means to monitor the activity on or copy information or pages from the Websites, except search engines, traffic counters, or similar basic performance monitoring technology;
• impersonate another person or entity;
• use any meta tags, search terms, keywords, or similar tags that contain Spreadshirt's name or trademarks;
• engage in any activity that interferes with another user's ability to use or enjoy the Websites, including activity that places a disproportionate burden on the Websites compared to ordinary use from a single, ordinary user;
• assist or encourage any third party in engaging in any activity prohibited by this agreement; or
• use the Websites to promote hate speech, obscenity, or any content that violates Spreadshirt's Community Standards, which Spreadshirt may change from time to time in Spreadshirt's sole discretion.

6.4. We offer Spreadshirt’s Websites and Services on an ",as is", and ",as available", basis. We do not represent or warrant that the use of our Websites and Services (i) will be uninterrupted, timely, safe, or secure, (ii) will be free of inaccuracies, errors, or vulnerabilities, (iii) will meet your expectations or requirements, or (iv) will operate in the configuration or with the hardware or software you use.

B. Rules for the Marketplace

1. How the Marketplace Works

1.1. In order for your Designs to be easily found in the Marketplace, please use suitable, appropriate, and accurate Descriptions.

1.2. We may use your Designs on the Marketplace in all of our sales channels, including those of Spreadshirt’s corporate affiliates. However, we are under no obligation to use your Designs. We are also entitled – at any time and at our own discretion – to refuse to publish your Designs, to restrict their publication to certain sales channels, or to unpublish Designs. We may refuse, restrict, or unpublish Designs if we know or reasonably suspect that your Design violates third-party rights or the law. Similarly, we may refuse, restrict, or unpublish Designs if we know or reasonably suspect that the associated Descriptions violate third-party rights of the law.

1.3. Your Marketplace Designs can be customized by other users of our Websites, Services, and customers to the extent technologically possible; for example, it may be possible to change the size and color of a Design.

2. Your Compensation for Marketplace Sales

2.1. Compensation Based on Design Price.

(a) The basis for the calculation of your compensation is the "Design Price".

(b) For each Design you provide, the Design Price increases the retail price of the respective products that include this design. If the same Design is used on a product more than once, then the Design Price will only be counted one time.

(c) The amount of the Design Price depends upon:

• the Product Type of the product with your Design; and
• the sales channel used by the customer.

(d) You can find an overview of the Design Prices for the various Product Types and Spreadshirt’s sales channels here: https://help.spreadshirt.com/hc/en-us/articles/360011404220

2.2. Your Compensation

In the event of a Successful Sale of a product with your Design, you will receive the Design Price less the applicable statutory VAT for the sale and delivery of the product to the customer. The amount of VAT incurred on the Successful Sale of a product may vary depending on the country of delivery and how the sale is otherwise subject to VAT.

2.3. More Sales Due to Sales Promotions

(a) Spreadshirt regularly runs sales promotions and grants customers discounts on the shipping cost of an order, or on the retail price of some or all products within an order (i.e., discount campaigns).

(b) The costs for discounts on shipping (e.g., free shipping promotions) are absorbed by Spreadshirt alone and therefore have no effect on your compensation.

(c) If the customer is granted a discount on the retail price of some or all products within an order, the compensation for your Design in that order will also be reduced proportionately.

• (i) For percentage discounts (including volume discounts), your compensation is reduced in accordance with the discount granted for the entire order (e.g., A discount of 15% on the retail price of all products also reduces your compensation by 15%).
• (ii) For discounts of a fixed amount, compensation is reduced by the percentage of the discount relative to the non-discounted retail price of the entire order (e.g., A discount of $5 on a non-discounted retail price of an entire order of $50 reduces your compensation by 10% ($5 / $50).

C. Rules for Spreadshop(s)

1. How Spreadshop(s) Work

1.1. You can publish your Spreadshop(s) as standalone websites or embed them into other third-party websites.

1.2. You can use various options in your Partner Account to configure your Spreadshop(s). Please note that changes to the Spreadshirt’s General Terms and Conditions (found here: https://www.spreadshirt.com/terms-and-conditions-for-customers-C2377), as well as other statutory information (e.g., privacy policy and data protection information), are not permitted.

1.3. You are welcome to use advertising tools that we provide (e.g., banners and product images) in your Spreadshop(s). Please note the applicable terms of use for these advertising tools.

2. Your Compensation for Sales in Spreadshop(s)

2.1. Overview

(a) You can earn money from each product that customers order in your Spreadshop(s). How much you earn depends on your Margin. The "Margin" is made up of:

• Base Margin, plus
• performance bonus (if applicable)

(b) Your Partner compensation for a sale is calculated based on the Base Margin and a possible Performance Bonus, taking into account possible discounts and taxes.

• Your compensation =
• Base Margin
• + Performance Bonus (if applicable)
• - possible discounts on the order
• - statutory VAT on the order (if applicable)

(c) You can also deactivate compensation completely for your Spreadshop(s).

2.2. Set your Base Margin

You set your Base Margin for each Product Type by adjusting the retail price of the Product Type (including a print area) within our suggested limits. The difference between the retail price and the Base Price of the Product Type is your Base Margin for this Product Type.

• Your Base Margin = retail price with one print area - Base Price

(b) You can change the retail price for each Product Type at any time. Changes to the retail price change your Base Margin accordingly.

(c) In the event of a Successful Sale of a product in your Spreadshop, you will receive the Base Margin of the Product Type specified by you minus a statutory VAT on the Base Margin applicable to the sale and delivery of the product to the customer. The amount of VAT incurred on the Successful Sale of a product may vary depending on the country of delivery and how the sale is otherwise subject to VAT.

2.3. Adding Designs to Additional Print Areas

You can also add Designs to additional print areas of a product. The retail price increases for each additional print area. Your Base Margin for the Product Type remains the same.

2.4. Benefit from our Design Diversity

(a) You can also activate the Design Tool in your Spreadshop and offer your customers a Create-Your-Own Area. If you want, you can allow customers to choose from the many Designs available on the Marketplace (see Section B.1.2.) so customers can create products with them in the Design Tool.

(b) Activating the Design Tool does not affect your Base Margin for the Product Type, but the retail price of the products may change as follows:

• (i) If a customer creates a product with additional print areas, the retail price increases for each additional print area.
• (ii) If the customer creates a product with a Design from the Marketplace, the retail price of the product may increase by the applicable Design Price (see Section B.2.1).
• (iii) If the customer orders an unprinted product, no print prices are payable for the product and the retail price is reduced accordingly.

2.5. Benefit from the Performance Bonus

(a) The more products ordered through Spreadshop(s) connected to your Partner Account, the more you can earn.

Many of our products (see here, hereinafter "Volume Products") are taken into account when calculating your Performance Bonus.

(b) Depending on the number of Volume Products successfully sold through Spreadshop(s) connected to your Partner Account per calendar month, the Base Prices of all Volume Products in the applicable calendar month will be reduced to the respective }"Volume Price".

An overview of the monthly sales thresholds and Volume Prices can be found here. The Performance Bonus for the sale of a Volume Product is the result of the difference between the respective Volume Price and the Base Price of the Volume Product.

Performance Bonus = Base Price – Volume Price

(c) Volume Products are counted towards the sales threshold if they are ordered by customers within a calendar month and if, no later than 14 days after the end of that calendar month:

• we have received payment for the ordered product;
• the ordered product has been shipped; and
• the ordered product has not been returned to us due to legal regulations or our return policies.

(d) In the event of a Successful Sale of a Volume Product in your Spreadshop, you will receive the respective Performance Bonus minus the statutory VAT on the Performance Bonus applicable to the Volume Product’s sale and delivery. The amount of VAT incurred on the Successful Sale of a product may vary depending on the country of delivery and how the sale is otherwise subject to VAT.

2.6. Benefit From Sales Promotions Through Discounts for Customers (Discount Campaigns)

(a) You Decide Your Participation in Discount Campaigns

You are free to decide if and how you want to participate in discount campaigns for your Spreadshop. You can completely opt-out of discount campaigns. If you do not participate in discount campaigns, your Base Margin remains the same.

In your Partner Account, you can also choose to:

• participate in all discount campaigns as suggested by Spreadshirt, or
• only participate in certain discount campaigns.

You can also adjust the timing of a discount campaign within our suggested limits.

(b) Effect of a Discount Campaign on Your Margin

(i) The costs for discounts on shipping (e.g., free shipping promotions) are absorbed by Spreadshirt alone and therefore have no influence on your compensation.

(ii) If the customer is granted a discount on the retail price of some or all products within an order, your Margin(s) for that order will also be reduced proportionately.

• (aa) For percentage discounts (including volume discounts), your Margin is reduced in accordance with the discount granted for the entire order (e.g., A discount of 15% on the retail price of all products also reduces your Margin(s) by 15%).
• (bb) For discounts of a fixed amount, your Margin is reduced by the percentage of the discount relative to the non-discounted retail price of the entire order (e.g., A discount of $5 for a non-discounted retail price of the entire order of $50 reduces your Margin by 10% ($5 / $50).

D. General Rules for Both the Marketplace and Spreadshop(s)

1. Changes to the Product Range

1.1. New Products

Spreadshirt strives to constantly improve and expand its product range. "New Products," as used below, means consumer merchandise and promotional and decorative items (e.g., clothing, footwear, and headgear; printed articles such as cards, pictures, posters, and stickers; bags, pouches, and cases; umbrellas; tableware, containers, glassware, and earthenware; cushions, curtains, and rugs; toys and sports articles).

1.2 Offering New Products

(a) If New Products are made available on the Websites, Spreadshirt is entitled to use your Designs for these New Products in accordance with these Partner Terms.

(b) If New Products are made available on the Websites, Spreadshirt may, in its sole discretion, determine:

• the Design Price of your Designs on the Marketplace; and
• your Base Margin and the possible Performance Bonus in your Spreadshop(s) by publishing these in your Partner Account.

When making the above-described determination, Spreadshirt will take into account the sales channel, Product Type, and retail price of the New Product as well as the Design Prices, Base Margins, and Performance Bonuses of comparable products. For sales on the Marketplace and on e-commerce marketplaces of third parties, the Design Price will be at least 10% of the retail price of the product with your Design, and the base Margin for sales in your Spreadshop will be at least 10% of the retail price with one print area.

2. Additional Information Regarding Partner Compensation, Taxes, and Reporting

2.1. Orders From Customer Accounts

Customers can reorder previously purchased products in their customer account. Your compensation for such an order is determined by the sales channel used by the customer for the prior order.

2.2. Credits and Payments

(a) Our conditions for crediting your compensation (and for you to get paid) are:

• providing your accurate and valid information (see Section A.6.2);
• providing a valid and accurate TIN (as required by law); and
• achieving the minimum balance on your Partner Account.

(b) If these conditions are met, crediting will take place monthly, on no later than the fifteenth business day of the following month. We will send you an electronic credit note in PDF format. The minimum balance threshold depends on the currency you selected in your Partner Account and is specified here.

(c) We pay you the credited amount in the currency shown on the credit note within 15 business days. We are required to make payment in U.S. Dollars and, if appliable, we will make payments in U.S. Dollars using the currency exchange rates of the U.S. Federal Reserve.

(d) You can choose a payment method for payouts in your Partner Account that is convenient for you. To receive payments, please enter the necessary payment information. You must be the recipient of the payments. You bear any costs we incur as a result of your providing false or incorrect payment information.

(e) If we are unable to make a payment (e.g., due to incorrect payment information) we will cancel the credit note and the amount will be added back to your Partner Account.

2.3. VAT

In certain circumstances, a value-added tax (“VAT”) may apply to the sale and delivery of products. If so, it may be deducted from your compensation according to the applicable VAT rate. “VAT,” as used in these Partner Terms, refers broadly to all consumption taxes that are imposed at each stage of production (as opposed to solely at the final retail sale), regardless of their actual names under local applicable law (e.g., “Goods and Services Tax”).

2.4. Taxes; Tax Withholding

Disclaimer Regarding Tax Information: Spreadshirt aims to make payments and legal tax compliance as easy as possible for our Partners. Please see our FAQs here for more information.

Please note that we are unable to give tax or legal advice to our Partners. If you have any questions or concerns about tax filings, please contact a tax professional.

(a) Collection of TINs, SSNs, and W-Forms. We are required to collect a Tax Identification Number (“TIN”) and a W-9 or W-8 form for each Partner Account. A TIN may be your 9-digit Social Security Number (“SSN”), Individual Tax Identification Number (“ITIN”), or Employer Identification Number (“EIN”).

If you do not provide (A) an accurate and verifiable TIN and (B) a complete and accurate W-8 or W-9 form: (1) your payments shall be put on hold, (2) your account may be suspended, and (3) we will deduct backup withholding from your payments.

(b) Invalid TIN. In the event that (i) you provide an invalid TIN, (ii) the Internal Revenue Service (”IRS”) informs us that your name and TIN do not match IRS records, or (iii) you provide an inaccurate W-8 or W-9 form, your account will remain on hold until you provide a valid and accurate W-8 or W-9 form to verify your TIN.

(c) Collection of W-8 and W-9 Forms. We require that every Partner uploads a completed and accurate W-8 or W-9 form to their Partner Account. W-8 forms are typically completed by US citizens or residents, whereas W-9 forms are typically completed by non-US citizens or residents.

(d) US Residents. If you are a United States citizen, United States national, United States entity, US resident, or any other individual, entity, or company subject to United States federal and/or state income tax liability, your compensation may be affected and subject to United States income tax liability. Where required by law, we will withhold income tax from your compensation (also known as backup withholding).

(e) Non-US Residents. Even if you do not reside in or are not based in the United States, your compensation may be subject to income tax liability in the United States. Where required by law, we will withhold income tax from your compensation (also known as backup withholding).

(f) Backup Withholding.

The IRS requires Spreadshirt to withhold a certain percentage of federal income tax if:

(i) You do not provide a valid TIN and W-form to Spreadshirt; or

(ii) The IRS notifies us that your name and TIN do not match IRS records.

If the above applies to you, Spreadshirt is legally required to withhold at least (i) 24% tax for US residents or (ii) 30% tax for non-US residents, on all payments.

Additionally, if (1) you are subject to the federal backup withholding described above, and (2) you are a resident of California, Vermont, and Maine, you are also subject to state backup withholding.

(e) Reducing Backup Withholding.

If we are required to withhold the tax on your behalf, we will reduce your compensation payment accordingly. Spreadshirt will report and pay any and all withheld tax to the IRS and/or State tax authorities. If required by law, we will provide you with an annual tax form.

However, you may be able to reduce tax withholding in whole or in part if you submit the correct IRS form to Spreadshirt (e.g., forms W-9 or W-8). We may file certain income reporting forms with the IRS in order to comply with applicable law (e.g., form 1099-MISC). However, we are not liable for the consequences of any such filing and are not responsible for maintaining tax records for your benefit.

Applicable law may provide for different withholding rates. This makes it possible for your compensation to be tax-exempt in the United States or taxed at a lower rate. For non-U.S. residents, withholding exemption or reduction requires a double taxation treaty between the United States and the country where you are resident, along with other conditions. The IRS may inform the applicable non-US country’s tax authorities regarding such compensation payments.

If we have valid documentation of exemption at the time of crediting your compensation, we will not withhold tax according to the extent of the applicable exemption. Spreadshirt is required to apply federal, and if applicable, state backup withholding until you provide a valid TIN. If you are partially exempt from tax withholding, Spreadshirt is still legally required to withhold tax for the remaining amounts, and your compensation payment will be reduced accordingly.

2.5. Tax Form; Electronic Delivery

(a) Tax Compliance Vendors. In order to fulfill our legal obligations and to make filing your taxes as easy as possible, we have partnered with certain IRS-approved vendors to electronically provide required tax forms to you. One of these vendors is Avalara, Inc. ("Avalara") and the other vendor is Trolley US Inc. (“Trolley”). We use Avalara’s "Track 1099" and Trolley's "Trolley Tax" services for the purposes of submission, filing, and retrieval of all legally required tax forms and information, including to the IRS, Canadian Revenue Agency, and/or Social Security Administration. Spreadshirt reserves the sole right to determine which service vendor (Trolley or Avalara) Spreadshirt will use to fulfill its legal obligations and to provide required tax forms to Partners.

We have authorized Avalara and Trolley to assist us and to provide their services in connection with tax-related validation, filing, status retrieval, and form retrieval. We use Avalara’s and Trolley's services solely for Spreadshirt’s internal business operations and to comply with applicable laws and regulations. We have also authorized, on Partners’ behalf, (1) to collect and perform TIN matching for income subject to backup withholding for 1099-series filings and other forms as applicable, and (2) for validation, filing, status retrieval, and form retrieval required for our Partners.

(b) Electronic Delivery of Tax Forms.

We are pleased to announce that Spreadshirt can now send your tax and information forms electronically.

If applicable, Spreadshirt shall provide you with an electronic tax and/or information return form using Avalara and/or Trolley, both IRS-approved vendors. Avalara Track1099, Trolley Tax, or Spreadshirt will send you an email that allows you will be able to retrieve your form electronically. To validate your identity, you may be asked to enter the last 4 digits of your SSN, ITIN, or EIN. By validating this, we will receive a record of e-delivery, as required by the IRS.

By clicking the retrieve form secure link in your email, you consent and give permission to Spreadshirt, Avalara, and Trolley to deliver your electronic tax or information return form.

IMPORTANT DISCLOSURE INFORMATION

• (A) By clicking the “retrieve form” secure link in your Track1099 email or (B) by clicking “accept“ (or its equivalent) to receive your tax form electronically in your Partner Account, you consent to receive your electronic tax return form electronically instead of receiving a paper copy through traditional mail. Your consent is valid for three (3) years.
• You have the right to withdraw your consent for electronic delivery at any time. If you refuse to accept electronic delivery or would like to withdraw your consent, please notify us via email 1099@spreadgroup.com. Please include your name and the last four digits of your SSN, ITIN, or EIN when notifying us.
• If you do not consent to electronic delivery, you will receive a paper tax or information return form in the mail. This form will be delivered to the address that we currently have on file.
• If you would like to receive a paper copy, even after you have given consent, please email 1099@spreadgroup.com. However, please note that you must formally withdraw consent to begin regularly receiving a paper copy of your future tax-related documents.
• You agree to notify us promptly if your email address or mailing address or account information changes by contacting us at 1099@spreadgroup.com. Please include your name and the last four digits of your SSN, ITIN, or EIN.
• Avalara Track 1099: Your electronic tax return form shall be available via the secure link for 10 months after the date of the email from Track1099. After ten months, the secure link will expire. You may email 1099@spreadgroup.com and request that they resend the link (up to 24 months after date of email). Please include your name and the last four digits of your SSN, ITIN, or EIN.
• Avalara Track 1099: Your electronic tax return shall not be accessible after two years (24 months) after the date of the email from Track1099. If you have any questions or concerns, please contact 1099@spreadgroup.com.
• Trolley Tax: Your electronic tax return form shall be available in your Partner Account indefinitely. Your tax form(s) shall be stored electronically by Trolley Tax. If you have any questions or concerns, please contact 1099@spreadgroup.com.
• The electronic tax return forms will be provided to you in a portable document format (PDF), which can be viewed and printed using Adobe Acrobat Reader or similar software. In order to access the electronic tax return form, you will need a suitable computer connected to the internet, running an internet browser that supports 256-bit SSL encryption that is able to view HTML files and download a PDF file.

2.6 Missing Information and Waiver of Compensation

You acknowledge and agree that you waive all rights and claims to your compensation if you (a) fail to provide valid information described in Sections A.6.2 and D.2.2(a) above and (b) do not respond to our requests for valid and accurate information within one year from the first message we send asking you for valid information.

3. Your Content and Use of Our Services

(a) Without limitation any Designs, Descriptions, logos, images, photographs, data, designs, text, graphics, or any other content or materials that you publish using our Services or Websites belongs to you (“Partner Content”). By using our Services and/or Websites, you hereby grant Spreadshirt and its subsidiaries and affiliates a non-exclusive, transferable, sublicensable, and worldwide license to use, store, display, reproduce, adapt, modify, translate, publish, publicly perform, advertise, market, publicly display, sell, and otherwise distribute Partner Content.

(b) You are responsible for Partner Content. You represent and warrant to us and our affiliates, legal representatives, employees, and persons whom we use to perform our obligations (referred to collectively as “Authorized Parties”) that Partner Content is either owned by you, or you have written authorization from the owner of the Partner Content to use, display, and sell in connection with Services and Websites. If requested, you shall provide Spreadshirt with written evidence showing your ownership (or authorized license and use) of Partner Content. You represent and warrant that any websites on which you embed Spreadshop(s) or products and that your advertising activities in connection with Services and Websites do not violate any laws or the rights of third parties, including but not limited to trademark rights, copyrights, personality rights, or other intellectual property rights do not violate any laws or the rights of third parties (especially copyrights, personality rights, trademark rights, and other related rights). If such claims are asserted against you, you must inform us immediately.

(c) We are not obligated to use Partner Content. Notwithstanding any other provision in these Partner Terms, we may at any time refuse to publish Partner Content, restrict it to certain sales channels, or remove it.

(d) If we have reason to suspect that your behavior has violated any laws or rights of third parties, we may take actions including but not limited to:

• withholding your compensation until final clarification of the dispute;
• immediately terminating of the publication of Partner Content; and
• providing third parties with information about Partner Content upon their request (including your contact information and information on the origin, production, sale, and distribution of Partner Content).

(e) In the case of your (alleged) violation of any of these Partner Terms (including the aforementioned obligations regarding your Content), the Authorized Parties may demand compensation for the resulting costs and damages (including our reasonable attorney's fees), including indemnification from all claims by third parties. We may offset the compensation in your Partner Account to satisfy this indemnity.

4. Advertising

We are entitled to use Partner Content and mention you as a reference for promotional purposes in any and all media now existing or later arising. You hereby grant Spreadshirt and its successors and assigns, the nonexclusive right to use, publish, and reproduce your name, Partner Account name, Spreadshop(s) name(s), in connection with the Websites and Services for promotional and advertising purposes. However, we are under no obligation to mention you, your Partner Accounts, or Spreadshop(s) in such promotions.

E. Legal Notices

1. Disclaimers

1.1. SPREADSHIRT PROVIDES THE WEBSITES AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. SPREADSHIRT DOES NOT REPRESENT OR WARRANT THAT THE WEBSITES AND/OR SERVICES OR THE USE THEREOF: (I) WILL BE UNINTERRUPTED, TIMELY, SAFE, OR SECURE, (II) WILL BE FREE OF INACCURACIES, ERRORS, OR VULNERABILITIES, (III) WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS, OR (IV) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. SPREADSHIRT HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND NON-INFRINGEMENT TO THE FULLEST EXTENT OF THE LAW, EXCEPT TO THE EXTENT THAT THIS AGREEMENT PROVIDES OTHERWISE.

1.2. You agree that Spreadshirt has no responsibility for any damages suffered by you in connection with the Websites and Services, and that use of the Websites and Services, including all content, data, or software distributed by, downloaded, or accessed from or through the Websites or Services, is at your sole risk. You understand and agree that you will be solely responsible for any damage to your business or your computer system or any loss of data that results from your actions and your use of the Websites and Services. Spreadshirt does not control or endorse in any respect any information, products, or services offered by third parties through the Websites and Services, and is not responsible for any possible representations and warranties these third parties may make. Spreadshirt may use subcontractors or third parties to help us perform our obligations. We are not liable to you in any way for the conduct of these subcontractors or third parties. Spreadshirt will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods, or services available on or through any such third-party website or resource.

1.3. Due to normal changes in our industry and in our technical production processes, Spreadshirt may reasonably deviate from the descriptions and information found in its brochures, catalogs, and other documents with respect to material, color, weight, measurements, design, or other features.

2. Limitation of Liability

2.1. You use Spreadshirt's Websites and Services at your own risk. Spreadshirt provides its Websites and Services without any express or implied warranties (see Section E.1. (Disclaimers) above). Spreadshirt is not responsible for the actions, content, information, or data of third parties. You release us, our directors, officers, employees, and agents from any claims and damages, known and unknown, arising out of or in any way connected with any claim you have against Spreadshirt or any related third parties. If you are a California resident, you waive California Civil Code §1542, which says in full: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

2.2. SPREADSHIRT WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF PARTNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE OR WEBSITES; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY MERCHANDISE, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES OR WEBSITES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICE OR WEBSITES. IN NO EVENT WILL SPREADSHIRT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID SPREADSHIRT OR SPREADSHIRT HAS PAID YOU IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

(c) Third Party Materials: Under no circumstances will Spreadshirt be liable in any way for any content or materials of any third parties (including Partners, customers, or other users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content or materials. To the maximum extent permitted under applicable law, the third-party providers of such content and materials are express and intended third-party beneficiaries of these Partner Terms with respect to their content and materials.

3. Partner Representations and Warranties; Spreadshirt's Right to Refuse Performance

3.1. If you upload Designs or make changes to products in any way (for example, adding custom text), you represent and warrant to Spreadshirt that you have all necessary rights (for example, in trademark, copyright, privacy rights, publicity rights, common law, etc.) to use the text or Design without violating the rights of any third party. Spreadshirt may, in its sole discretion, refuse to print, display, or sell any Designs or text that you submit. Spreadshirt is not obligated to review any of your submissions.

3.2. You agree to (i) indemnify and (ii) release Spreadshirt from all liability (including costs and attorney's fees) for claims relating to the alleged or actual infringement of any third-party rights and any law to the extent that such claims relate to your use of the Services and/or Websites. Without limiting the foregoing, you also agree to indemnify and hold Spreadshirt harmless from any and all liabilities, losses, damages, and expenses arising out of your violation or any alleged violation of our Acceptable Use Policy or any other part of these Partner Terms. Spreadshirt may offset amounts in your Partner Account to satisfy the indemnification payments owed according to this Section.

4. Data Protection

Spreadshirt collects and uses your information according to its Privacy Policy which can be found at https://www.spreadshirt.com/privacy-policy-C3259.

5. Dispute Resolution

5.1. Arbitration Notice: Per this Section E.5., any dispute or claim relating in any way to your use of the Websites or Services, or to any products or services offered, sold, marketed, or distributed by Spreadshirt will be resolved in binding arbitration, rather than in court.

5.2. The formation, construction, and performance of these Partner Terms (and all other agreements incorporating these Partner Terms by reference) must be construed in accordance with the laws of the United States and Pennsylvania without regard to their choice of law rules. The parties agree that any dispute arising out of or relating to this agreement must be submitted to confidential binding arbitration in Pittsburg, Pennsylvania except that Spreadshirt may seek injunctive or other appropriate relief in any state or federal court in Pennsylvania if you have violated or threatened to violate the intellectual property rights of Spreadshirt or a third party, or any term of any agreement you have with Spreadshirt. The parties agree that: (1) the arbitration will be provided by an alternative dispute resolution provider mutually agreed upon by the parties, and if the parties cannot agree, then through the American Arbitration Association; (2) claims must be conducted on an individual basis, and not in a class, consolidated, or representative action; and (3) any judgment on the award rendered by the arbitrator is final, binding, and may be entered in any court of competent jurisdiction.

5.3. If any action or claim is filed in contravention of the arbitration rules provided in Section E.5.2, the parties agree to personal jurisdiction and venue in the state and federal courts of Pennsylvania, the County of Allegheny, and both waive the right to a jury trial. All claims filed or brought contrary to Section E.5.2. are improperly filed, and the non-filing party is entitled to recover all attorneys fees and costs relating to dismissal of the improperly filed claim incurred after the non-filing party has given notice in writing of the improperly filed claim.

6. Digital Millennium Copyright Act

6.1. Spreadshirt will respond to legitimate requests under the Digital Millennium Copyright Act ("DMCA") and retains the right to deny service to any user or Partner if, in Spreadshirt's sole discretion, the usage or content poses a risk of allegations of infringement of the copyright (or other intellectual property right) of others. Spreadshirt may deactivate your Partner Account if your Partner Account receives repeated legitimate DMCA takedown notices. If you become aware of user or Partner content on the Websites that infringes your copyright rights, you may submit a properly formatted DMCA request (see 17 U.S.C. § 512) to Spreadshirt's DMCA agent according to the instructions found at the link here: http://www.spreadshirt.com/dmca-notice-C6804

7. Contract Duration; Termination of Access

7.1. Contract Duration. These Partner Terms are effective for an indefinite period and may be terminated in writing by either party at any time, for any reason or no reason. You are deemed to have terminated these Partner Terms if you close your Partner Account with us. Upon termination, we will credit your Partner Account in accordance with these Partner Terms, without regard to the existence of a minimum balance.

Any Products that have already been ordered prior to termination, and which would be affected by such a termination, may continue to be fulfilled. Due to technical and practical limitations, Partner Content may remain on Websites for several days following termination.

7.2. Termination of Access. Spreadshirt may refuse to provide its Websites and Services, in full or in part, effective immediately and without notice, for any reason or no reason, but especially if Spreadshirt believes that you (or any others whom Spreadshirt believes that you act in concert with) have violated or will violate any laws, rights, or term (or the spirit of any term) of any agreement you are a party to with Spreadshirt, its affiliates, contractual partners, or users; or if Spreadshirt believes in its sole discretion that your use of the Websites or Services may create any risk (including any legal risk) for Spreadshirt, its affiliates, contractual partners, or users. Limitation of access may include removal or modification of content that you have uploaded or otherwise sent to or through the Websites or Services. Additionally, Spreadshirt may terminate and close your account due to account inactivity (no log-ins into Partner account within 12 or more months), with 30-day email notice. If you do not log-in within 30 days of email notice of account inactivity, your account shall be deleted.

If Spreadshirt exercises its rights under Section E.7.2., or if you delete your Partner Account, these Partner Terms and any other agreements you have entered into with Spreadshirt will survive indefinitely until otherwise terminated according to their terms, if applicable.

8. Miscellaneous

8.1. Entire Agreement. These Partner Terms constitute the entire agreement (along with other policies found on the Websites), superseding any prior agreements, between you and Spreadshirt with respect to the Websites and Services. No oral modifications, express or implied, may change the terms of this agreement. The parties have not relied on any representations or promises relating to the subject matter of this agreement except those contained within the four corners of this agreement.

8.2. Relationship of Parties. This agreement and other agreements relating to the Websites and Services do not constitute a joint venture, partnership, agency, employment, or fiduciary relationship between the parties, except when one is expressly stated. Neither party nor its agents have any authority to bind the other party, and the relationship of the parties is that of buyer and seller, or independent contractors in certain circumstances.

8.3. Successors, Assignment, and Delegation. These Partner Terms inure to the benefit of and binds the successors, assigns, heirs, executors, and administrators of the parties. However, you may not assign or delegate any right or duty under this agreement without written consent from Spreadshirt. Any attempt to do so is null and void. If there is an involuntary assignment, then Spreadshirt may reasonably request documentation from your successors or estate to prove that an involuntary assignment of your rights under this agreement has actually taken place.

8.4. Means of Notice. Written notices and other communications described herein may be made electronically and are effective when sent or published. You guarantee that the information provided in your orders or user account is accurate and hereby waive all rights or objections relating to not having received notices from Spreadshirt because of incorrect or incomplete information.

8.5. Enforceability and Severability. If any provision of these Partner Terms is held invalid or unenforceable, the remainder of this agreement will remain in full force and effect. If any provision is held invalid or unenforceable with respect to particular circumstances, it will remain in full force and effect in all other circumstances.

8.6. Waivers. Waivers are only effective when in writing. If Spreadshirt waives enforcement of a breach of any term of these Partner Terms, later breaches of the same or other terms are not waived. Accepting late performance of any act or late fulfillment of any condition of these Partner Terms is not a waiver of the act or condition itself.

8.7. Interpretation Rules. "Or" when used in a group of phrases or nouns intends to include any combination of all or any of the items in the group, and not merely one member or the other of such a group. When "includes" or "including" begins a list of items, the list is not exclusive. All headings used in this agreement are for convenience only, and are not to be taken into account when interpreting the meaning of any term of these Partner Terms.

8.8. Conflicts. If there are any conflicts between these Partner Terms and another agreement between you and Spreadshirt, then the terms of that other agreement will control only to the extent they are inconsistent. Otherwise, any additional terms are supplementary to the terms of these Partner Terms.

8.9. Reservation. Spreadshirt reserves all rights not expressly granted in these Partner Terms.

8.10. No Third-Party Beneficiaries. These Partner Terms do not and are not intended to confer any rights or remedies upon any person(s) other than the parties.

8.11. Minimum Age. Persons under the age of 13 may not use the Websites or Services. If you are under 18 years old, you may use the Websites and Services only with the approval of your parent or guardian. Spreadshirt will not collect, use, or disclose any personal information associated with a person under the age of 13.

8.12. Retroactive Application. You agree that your acceptance of this version of these Partner Terms and all other agreements incorporated by reference apply retroactively to your use of the Websites and Services prior to the effective date of these Partner Terms.

9. Notice for Users and Partners in California

Under California Civil Code Section 1789.3, users of the Service and Websites from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Spreadshirt, Inc., 400 Penn Center Boulevard, Suite 305, Pittsburgh, Pennsylvania 15235 and at service@spreadshirt.com.

10. Contact Information

If you have any questions or concerns about these Partner Terms, please contact us via email at service@spreadshirt.com. You may also reach us via mail using the below address:

Spreadshirt, Inc.

400 Penn Center Boulevard

Suite 305

Pittsburgh, Pennsylvania 15235

11. Acknowledgment

By using our Websites and/or Services, you acknowledge that you have read, understood, and hereby agree to be bound by these Partner Terms.

These Partner Terms were last updated on November 1, 2024.