CLOTH & PAPER AFFILIATE PROGRAM

TERMS AND CONDITIONS

These Terms and Conditions (the “Terms”), together with the Affiliate Term Sheet, constitute the complete agreement (collectively, the “Agreement”) between Cloth & Paper LLC (“Brand”) and the individual or entity identified as Affiliate in the Term Sheet (“Affiliate” or “you”). By participating in the Cloth & Paper Affiliate Program (the “Program”), you agree to be bound by these Terms.

1. Services

Affiliate agrees to generate and post original content (including, without limitation, text, videos, images, and reels) relating to the Cloth & Paper brand and products (collectively, the “Content”) on Affiliate’s social media channels, including Instagram, TikTok, Facebook, YouTube, Pinterest, and any other applicable internet and/or social media channel that supports an affiliate link (the “Social Channels”), in an effort to generate sales for Brand.

Affiliate agrees to:

• Devote reasonable time, resources, and best efforts to perform the Services in a professional and diligent manner;


• Comply with all applicable laws and regulations, including the FTC’s Endorsement and Testimonial Guidelines;


• Determine, in Affiliate’s discretion, the time, place, manner, and creative approach by which the Services are performed, provided such approach complies with Brand’s guidelines;


• Provide and utilize Affiliate’s own equipment, tools, and resources in performing the Services, although Brand may from time to time provide informational or creative materials (“Brand Materials”) to facilitate Content creation;


• Be solely responsible for creating, editing, and posting the Content; and


• Operate as an independent contractor. Affiliate is not and will not be considered an employee, agent, or partner of Brand, and shall have no authority to bind Brand by contract or otherwise.

2. Restrictions

During the Term, Affiliate agrees to refrain from:

• Making any derogatory statements about Cloth & Paper and/or its products;


• Reselling or distributing any Cloth & Paper products, including those received as gifts or product samples, for commercial purposes;


• Promoting Cloth & Paper products or the Program via any paid media channels without prior written approval from Brand;


• Promoting Cloth & Paper products via any website, platform, or media that may be considered pornographic, lewd, or offensive to a reasonable person;


• Purchasing or exclusively bidding on Cloth & Paper keywords (including “Cloth & Paper,” “clothandpaper.com,” and similar variations or misspellings), whether alone or in combination with other keywords. Violations will be considered trademark infringement and may result in immediate termination;


• Engaging in fraudulent transactions, as reasonably determined by Brand, including without limitation making transactions from Affiliate’s own IP addresses or devices under Affiliate’s control;


• Submitting an Affiliate code or link to any third-party coupon or discount site without Brand’s prior written consent; or


• Intentionally using Artificial Intelligence (“AI”) to share Affiliate codes with consumers or to generate qualifying transactions. Brand retains sole discretion to determine whether commissions were earned through permitted activity or through AI-driven means, and reserves the right to withhold payment on any commissions it determines resulted from AI use.

3. Compensation & Commission Structure

For the duration of the Term, Brand shall pay Affiliate a commission based on monthly Net Revenue generated through Affiliate’s unique affiliate link or discount code. Commission percentages are determined according to total sales from the preceding calendar month as follows:

• 8% commission for sales totaling under $700


• 10% commission for sales totaling over $700


• 12% commission for sales totaling over $2,000

“Net Revenue” means the retail selling price actually received by Brand from Qualifying Orders, less amounts paid using store credit or gift certificates, taxes, duties, and transaction-based costs including payment processing and shipping fees.

“Qualifying Orders” means purchases of Cloth & Paper products by third-party customers using Affiliate’s unique affiliate link or code, made within the applicable 30-day cookie window from the customer’s initial visit to the Brand’s website via Affiliate’s link.

Commission tiers will be automatically adjusted by the platform in real time as soon as Affiliate’s cumulative sales reach the applicable threshold. Once a tier threshold is met, the higher commission rate will apply to all qualifying sales from that point forward, without any manual action required. In the event a customer uses Affiliate’s link to sign up for a subscription plan, Affiliate shall only receive Commission on the first order within that subscription plan.

Returns of Qualifying Orders pursuant to Brand’s then-applicable return window will result in the corresponding Commission being deducted from the following month’s payout.

No fees will be paid until Brand has received a completed W-9 from Affiliate. No payment obligation shall be triggered until Affiliate has reached the minimum payout threshold of $25 USD. Brand will pay Commission on the 1st day of each month for commissions earned in the preceding month, via its designated payment processor (currently PayPal, subject to change at Brand’s discretion without prior notice).

Affiliate is solely responsible for all applicable federal, state, and local taxes associated with compensation received under this Agreement, and may be required to furnish personal information solely for tax form preparation purposes.

Brand reserves the right to offer temporary promotional incentives with higher commission rates at its sole discretion.

4. FTC Disclosure Requirements

Affiliate acknowledges and agrees that the Federal Trade Commission’s Guides Concerning Use of Endorsements and Testimonials in Advertising (the “FTC Guides”) apply to all Services performed hereunder. Affiliate represents and warrants that Affiliate has read and understands the FTC Guides, and that all Content will include clear and conspicuous disclosures as required, including:

• Using #ad, #sponsored, #paid, or a clear verbal statement such as “I’ve partnered with @cloth_and_paper” at the beginning of any post or caption;


• Ensuring disclosures are obviously visible to any viewer without requiring scrolling or searching; and


• Including required disclosures on all Social Channels and content formats, including Stories, Reels, TikTok videos, YouTube descriptions, Pinterest pins, and any other applicable format.

5. Confidentiality

“Confidential Information” means all trade secrets and confidential or proprietary information concerning Brand’s business, technology, business relationships, or financial affairs that Brand has not released to the general public, including but not limited to: corporate plans and strategies; marketing information and customer data; financial and operational data; product formulas, designs, and methods; and personnel information.

Affiliate will not, at any time during or after the Term, without Brand’s prior written permission: (a) disclose any Confidential Information to any third party; (b) use Confidential Information for any purpose other than performing the Services; or (c) disclose the terms of this Agreement, the amount of compensation paid hereunder, or Affiliate’s relationship with Brand prior to public disclosure by Brand.

Affiliate will cooperate with Brand and use best efforts to prevent unauthorized disclosure or use of Confidential Information. Upon request by Brand or upon termination of this Agreement for any reason, Affiliate will promptly delete or destroy any Confidential Information in Affiliate’s possession, including any copies stored digitally or otherwise, and will confirm in writing that such deletion or destruction has been completed upon Brand’s request.

All press inquiries regarding Affiliate’s services hereunder shall be directed to Brand, and Affiliate will not communicate with the press directly without Brand’s prior written approval.

6. Intellectual Property Rights

Content License. Affiliate hereby grants to Brand and its affiliates, licensees, agents, successors, and assigns a royalty-free, transferable, sublicensable, worldwide right and license to use, reproduce, publish, distribute, transmit, copy, or otherwise use any Content in any manner, in whole or in part, during the Term and for a reasonable period thereafter, including: (a) on Brand’s official and branded social media channels; (b) on Brand’s owned and controlled websites; (c) in Brand’s email marketing communications; (d) in any advertising, marketing, or promotional materials; and (e) for intra-company, research, award, press, and archival purposes. Any use of Affiliate’s Content beyond the Term will require prior written request by Brand and written confirmation of approval from Affiliate. No additional payment beyond commissions earned hereunder shall be owed for such use unless otherwise agreed in writing by both parties.

Brand Trademarks. Brand retains all right, title, and interest in its trade names, logos, trade dress, and other protected trademarks (“Marks”). Brand grants Affiliate a limited, non-exclusive, non-transferable license to reference and display the Marks solely during the Term and solely in connection with performing the Services. Affiliate shall not: (a) attack or assist anyone in attacking the Marks; (b) register or attempt to register any confusingly similar mark, domain name, or derivation thereof; or (c) use the Marks in any manner not expressly authorized herein.

Persona. In connection with the Services, Affiliate grants Brand the right to use Affiliate’s name, image, likeness, social media handles, voice, and biographical information (“Persona”) in connection with Brand materials during and after the Term for the purposes described in this Section.

7. Affiliate Representations & Warranties

Affiliate represents and warrants that:

• Affiliate is at least 18 years of age and legally authorized to work in Affiliate’s country of residence;


• All Content is Affiliate’s original work and does not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary right of any third party;


• Affiliate has the right and title to grant Brand the rights to use Content as set forth herein, and all necessary clearances and licenses have been obtained;


• All statements made about Brand and Brand’s products will be factual, based on Affiliate’s honest opinions and personal experience, and will accurately reflect Affiliate’s views;


• Affiliate will not commit any act that brings Brand into public disrepute, contempt, scandal, or ridicule;


• Services will be performed in a professional, lawful, and workmanlike manner; and


• Affiliate will comply with all applicable laws, rules, and regulations, including without limitation all privacy, data security, and FTC disclosure laws.

8. Code of Conduct

In all Content, Affiliate agrees to stay on-message with any approved key messages provided by Brand and to remove or revise Content promptly upon Brand’s request. Each piece of Content must not:

• Reference or depict any celebrity without prior written approval;


• Disparage Brand, its products, or its competitors;


• Depict nudity or lewd content of any sort;


• Incite, advocate, or express pornography, obscenity, vulgarity, profanity, hatred, bigotry, racism, or gratuitous violence;


• Promote excessive alcohol consumption or any illegal drug use;


• Misrepresent the source of any content, including impersonation of another individual or entity;


• Include content protected by third-party intellectual property rights unless all necessary rights have been secured; or


• Contain advertising for third parties, money-making schemes, surveys, contests, or similar content.

9. No Exclusivity

This Agreement is non-exclusive. Affiliate is free to work with, endorse, or collaborate with other brands and companies at any time during the Term. Nothing in this Agreement restricts Affiliate from appearing in news, media, interviews, TV, film, or at public events, regardless of other sponsorships or affiliations. Brand does not claim any exclusive right to Affiliate’s time, platforms, or promotional activities.

However, during the Term, Affiliate agrees not to independently create, develop, manufacture, or sell any planning or stationery products that directly mimic or compete with Cloth & Paper’s product line, including but not limited to planners, notebooks, desk accessories, and stationery goods. This restriction applies solely to Affiliate’s own independently created or produced products and does not restrict Affiliate from promoting, endorsing, or collaborating with other established brands in the planning or stationery space. If Affiliate creates or launches any such competing product during the Term, Brand may elect to terminate this Agreement at its sole discretion.

10. Indemnification

Affiliate shall defend, indemnify, and hold harmless Brand, its affiliates, and their respective directors, officers, agents, employees, shareholders, partners, and members (collectively, “Brand Indemnitees”) from and against all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Affiliate’s performance of the Services; (b) any claim that the Content or related intellectual property infringes upon any third-party rights; (c) any breach by Affiliate of any representation, warranty, covenant, or obligation in this Agreement; or (d) violations of the FTC Guidelines.

11. Term & Termination

This Agreement commences on the Effective Date and continues for an initial term of 90 days, with the opportunity to continue as mutually agreed by the parties (the “Term”). Either party may terminate this Agreement at any time, with or without cause, by providing written notice (including by email).

This Agreement will terminate immediately upon any material breach by Affiliate. Upon termination for any reason other than breach, Brand will pay all commissions due and owing, subject to any outstanding returns.

Upon any termination, all rights and duties of the parties shall cease, except that the following sections shall survive: Sections 2 (accrued Net Revenue), 4, 5, 6, 7, 8, 10, and 12 through 14.

12. Limitation of Liability

IN NO EVENT SHALL BRAND, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES (INCLUDING LOST PROFITS OR DATA) ARISING FROM OR RELATED TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BRAND’S TOTAL LIABILITY SHALL BE LIMITED TO THE AMOUNT OF COMMISSIONS PAID TO AFFILIATE IN THE THREE (3) MONTHS PRECEDING THE CLAIM.

13. Governing Law & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any action to enforce this Agreement shall be brought exclusively in the state or federal courts located in Richmond, Virginia, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts.

14. Miscellaneous

• Modifications. Brand reserves the right to modify these Terms at any time by providing written notice to Affiliate via email. Continued participation in the Program following such notice constitutes acceptance of the modified Terms.


• Entire Agreement. This Agreement, together with the Affiliate Term Sheet and any exhibits thereto, constitutes the entire agreement between the parties regarding the Program and supersedes all prior or contemporaneous agreements, whether written or oral.


• Severability. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.


• Waiver. Failure by Brand to enforce any provision of this Agreement shall not constitute a waiver of that or any other provision. No waiver is effective unless made in writing.


• Assignment. Affiliate may not assign or transfer this Agreement or any rights hereunder without Brand’s prior written consent. Brand may assign its rights and obligations without Affiliate’s consent to any affiliate or third party.


• Independent Contractor. The parties are solely independent contractors. Nothing in this Agreement creates an employment, agency, joint venture, or partnership relationship between the parties.


• Force Majeure. Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, acts of God, labor disputes, war, or governmental action.

ACCEPTANCE OF TERMS

By checking the acceptance box on the Cloth & Paper Affiliate signup form, you acknowledge and agree that:

• You have read, understood, and agree to be bound by these Terms and Conditions in their entirety;


• You have the legal capacity and authority to enter into this Agreement; and


• Your electronic acceptance constitutes a legally binding agreement with Cloth & Paper LLC, with the same force and effect as a handwritten signature, pursuant to applicable electronic signature and contract laws.

Your acceptance will be recorded with a timestamp and associated with your account information. Cloth & Paper LLC reserves the right to update these Terms at any time; continued participation in the Program following notice of any such update constitutes your acceptance of the revised Terms.