BRAND MARINADE, LLC

SERVICE FORM
Effective September 1, 2015

1.0 ECOMMERCE PACKAGE

1.1 Setup and Service Fees

1.1.1 Initial Setup Fee: See Service Form.

1.1.2 Monthly Service Fee: See Service Form.

1.1.3 Standard Hourly Rate: $100/hour for services not contained in this Service Form or are Beyond the Scope of standard services on a month-to-month basis.

1.2 Ecommerce Maintenance and Development

1.2.1 Build, code, setup and develop ecommerce site using third-party technology (Shopify)

Shopify Integration:  We require the Shopify ecommerce platform. It is a robust hosted service so you don't need to worry about buying a hosting package. All you need to do is own your domain and we can point it to your Shopify site. Shopify is a third-party product not owned by us, so we aren't responsible for any issues you have with Shopify functionality, such as downtime or bugs in the control panel, but the support team at Shopify should be able to help you.1.2.2 Develop a template and theme to match current primary site design.

We create look-and-feel designs, and flexible layouts that adapt to the capabilities of many devices and screen sizes. Our standard package includes the replicating of a CSS style similar to the Partner's primary website.1.2.3 Integration of ecommerce systems

Brand Marinade internal systems for production, inventory, fulfillment and customer serviceGoogle AnalyticsEmail newsletter software (if available)Facebook/Alternative pixel trackingOther integrations available on a case-by-case basis1.2.4 Online Product Setup

Uploading of new productsMaintenance of products (inserting creative copy, pricing, inventory, etc)Create product images1.2.5 Brand Marinade maintains ownership and administration of the site

1.2.6 Brand Marinade is responsible for ecommerce hosting fees, production and inventory management, credit card processing fees, shipping fees, packaging, tracking costs, package insurance and reprint/reshipments.

Brand Marinade shall pay monthly Shopify service fees and is the designated account owner as part of this agreement.
As per Brand Marinade's agreement with Shopify, 1099s for all transactions are issued to Brand Marinade, LLC.
2.0 PROFIT SHARE AND PAYOUT

2.1 Brand Marinade uses the following formula (Brand Marinade Partner Equation) to determine Partner Payouts each month. Product Sales Revenue ("Sales Revenue") total does not include shipping or tax and less Promotions and refunds.

2.1.1 Monthly Revenue Equation

If Sales Revenue < $1,000, Partner receives a payout of 10% of Sales Revenue*
If product sales revenue >= $1,000, Partner receives a payout of 50% of Gross Profit as calculated in Brand Marinade Equation below.
Brand Marinade Partner Equation:

"PRODUCT REVENUE
MINUS PRODUCT COSTS
MINUS PROMOTION
EQUALS GROSS PROFIT"
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EXAMPLE: Partner receives 50% of GROSS Profit
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Example 1:

Partner generates $1224.96 in Sales Revenue in July 2017.
The partner will receive 10% of the total Sales Revenue totaling $122.50 on August 15, 2017.
The partner's monthly service fee will be waived as they reached their $500 minimum order total..
Example 2:

Monthly Totals:Partner sells 200 tees using a 10% discount promotion during a calendar month.Partner generated a total of $3,600 Sales Revenue in the current month.Partner monthly service fee is waived because they reached their minimum order total.Sold 200 tees, total payout to Partner is $4.63 x 200 tees = $926.00Product Analysis:$20 tee minus $8.75 product cost (as per Price Sheet) minus $2.00 (10% discount applied at checkout) equals $9.25 Gross ProfitPartner receives 50% the Gross Profit: $4.63 for the sale of this tee.Example 3:

This is calculated on a order-by-order and product type-by-product type basis.
In the above scenario, if Partner generated $4,000 in Sales Revenue and sold a total of 200 tshirts @ $20/each with zero promotions applied.
$20 tshirt minus $8.75 product cost (as per Price Sheet) minus $0.00 promotion equals $11.75 Gross Profit per tshirt.Partner receives 50% of the Gross Profit: $5.88 for the sale of a tshirt.200 tshirts sold x $5.88 = $1,176.00 which, in this case is 29.4% of the Sales Revenue.2.1.2 Partner Payouts will be calculated and paid on the 15th of each month for the preceding month's revenue.  January 2017 sales will be paid out Feb 15th.

2.1.3 Partner Payouts will be sent through Automated Clearing House (ACH) or Paypal. Please see fill out this form to include banking information.

2.2 Additional Expenses, Samples, Promotional Products

2.2.1 If Partner incurs additional hourly expenses, the total can be paid out by Partner at the end of the billing month, or be subtracted from the next Partner Payout.

2.2.2 If Partner would like to receive product samples or promotional products, they can purchase products directly from the ecommerce site with a discount code (to be provided) or ordered directly from Brand Marinade.   The costs can be subtracted from the next Partner Payout or billed and paid separately.

3.0 PRODUCT DESIGN AND DEVELOPMENT

3.1 Facilitate design of final product(s) for sale to Partner's audience

3.1.1 Design original products based on brainstorm sessions with client.  See Plan for number of unique design and brainstorm sessions allowed per month.  Additional designs are billed at $75/hour and team-based brainstorm sessions are billed at $150/hour.

3.1.2 Translate Partner supplied art into printable form.  Unlimited products but each design is subject to approval by Brand Marinade.

3.1.3 Create all print-ready digital files and physical print screens for production.  This includes printing film positive sheets, burning screens (per color) and setups.  Normally it is $35/color but are included in your plan.

4.0 CUSTOMER PURCHASE PRICES

4.1 Customer Purchase Price is the price paid by the Partner's Customers on the ecommerce site.

4.2 Wholesale Purchase Price is the price paid by 3rd party customer for the intention of reselling products through approved retail channels.  This price is standardized as 50% of the normal Customer Purchase Price (not including sales, promotions, etc).

4.3 Product Cost is the price paid by the Partner to produce products.

4.4 The list of on-demand product availability is growing monthly and is subject to change with prior notice.

4.4.1 Customer Purchase Prices are determined and subject to change upon mutual agreement between Partner and Brand Marinade.

4.5 Products that fall outside of Brand Marinade's on-demand production processes shall require pre-payment for inventory purchase via Purchase Order by Partner.

4.5.1 In such event, Brand Marinade will manage external production processes and development with third-party vendor and shall receive, manage, and store inventory at no additional cost.

4.5.1 In such event, Brand Marinade will manage external production processes and development with third-party vendor and shall receive, manage, and store inventory at no additional cost.

4.5.2 The Brand Marinade Partner Equation where the Product Cost is attributed and paid out to Partner.

5.0 PRODUCTION, FULFILLMENT, RETURNS & SUPPORT

5.1 Production Costs: See Partner Product Costs in Service Form Document.

5.2 Brand Marinade Services

See Partner Plans in Service Form Document.
Manage all returns and exchanges, with Brand Marinade responsible for covering product and shipping costs of returns and exchanges as set forth in the Terms. Brand Marinade will do everything within their power to ensure the correct product is delivered to the intended recipient and the Customer's expectations are met with the product and service. This includes re-shipping orders, replacing items, or offering partial or full refunds/credits.
Orders are generally shipped within three (3) business days but could take longer based on the product complexity and inventory availability. If a shipment will take longer to ship to the Customer, the Customer will be notified.
6.0 TECHNOLOGY ACCESS

6.1 Brand Marinade to provide Partner will have login and access to ecommerce site data, traffic information, and backend administration options.  The site will be owned and managed by Brand Marinade.

6.2 Partner to provide Brand Marinade access to required email newsletter platform to connect with ecommerce platform in order to facilitate list building, if applicable.

6.3 Partner to provide Brand Marinade with access to Google Analytics or alternative traffic data tools. If Partner does not have an analytic platform setup, Brand Marinade will provide one and share with Partner, if applicable.

6.4 Other platforms such as Facebook and other social media channels will be connected to the ecommerce site and relevant Brand Marinade managed platforms based on Partner marketing needs, if applicable.

6.5 DNS Configurations will be required to use a specific custom domain.

6.6 Email addresses will be required to complete the White-Labeling of the service.  This forwarding-only email will use the Custom Domain and forward to designated email addresses for the purpose of notifications of orders, status updates, shipping and customer service.

7.0 PROMOTION AND MARKETING CAMPAIGNS

7.1 Partner maintains rights to all Customer information and Brand Marinade will never sell or use Customer information for any reason other than in connection with a Customer Order or marketing initiatives initiated by the Partner.

7.2 All promotions require approval by both Partner and Brand Marinade prior to going "live" on the ecommerce site.

7.3 The promotional campaign operated by Brand Marinade referred to as "Freeish" is a non-revenue sharing program developed for the Partner, designed to promote the Partner brand, engage the Partner's online audience and membership while generating interest and email list building.

7.3.1 Partner and customers are provided a discount code with the standard value of the promotional product.

7.3.2 Discount code is only valid for one designated promotional product per order.

7.3.3 Customers can use the code on more than one order.

7.3.4 Customers are responsible for shipping and handling charges and any upcharges for non-standard sizes.

7.3.5 Brand Marinade will share the generated customer data list and grant all rights of use to Partner and no other third party.

7.4 Social Media Marketing

7.4.1 Brand Marinade can engage in Social Media marketing (Facebook, Instagram, Twitter, etc.) as per instructions of Partner and never without prior approval.

7.4.2 All marketing costs will be paid for by Brand Marinade, managed through Brand Marinade tools and invoiced to the Partner at the end of the current month based on approved budget and content..

7.5 Marketing Collateral and Social Media Assets

7.5.1 Brand Marinade can provide marketing and social media assets to help engage Partner's digital audience.

7.5.2 Additional time exceeding the allotments set forth above shall be billed at the Standard Rate.

7.6 Shipping Promotions

7.6.1 If shipping promotions are used (Free Shipping, shipping discounts, etc), the difference (Brand Marinade Shipping Loss) is considered a Promotion as calculated in the Brand Marinade Partner Equation.

7.6.2 Shipping rates for domestic and international shipments are determined at the time of shipping.

8.0 COPYEDITTING, PHOTOS AND GRAPHIC DESIGN

8.1 Copyediting and Creative Copy/Content

Unless contained within Partners Plan, writing creative copy is not included in this agreement. If you'd like us to write new content or input text for you, we will charge our Standard Rate.

8.2 Photographs

Partner needs to supply graphic files to us in an editable, digital format. Photographs must be in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries and style of photography/images. If you'd like us to search for photographs for you or take studio quality photos, this can be done at the Standard Rate if not included in Partner Plan.

8.3 Newsletter Development, Writing, and Content Generation

Brand Marinade can manage, develop, write and send Partner specific newsletters.  If it is not included in Partner Plan, the Standard Rate will be charged for these services.