Last updated October 12th, 2022

This Agreement/Policy is between GRAPHIC MARK and AFFILIATE ("AFFILIATE") and sets forth the terms and conditions for AFFILIATE's participation in the GRAPHIC MARK AFFILIATE Program (the "Program"). Under the Program, GRAPHIC MARK will provide promotional and marketing support to AFFILIATE as specified in this Policy related to AFFILIATE's purchase and licensing of GRAPHIC MARK services for resale.

AFFILIATE Qualification

In order to ensure adequate technical and marketing support to end users, eligibility to resell GRAPHIC MARK services is subject to compliance with the authorization requirements described in the Program Materials (general elements and policies are contained on the AFFILIATE portal site). These Program Materials contain a detailed description of the benefits to a GRAPHIC MARK AFFILIATE, as well as the requirements of an AFFILIATE under this program. The AFFILIATE will not sell GRAPHIC MARK services without adequate after-sales support.

Relationships

The AFFILIATE is an independent contractor engaged in the purchase of GRAPHIC MARK services for resale to its customers. The AFFILIATE is not an agent or legal representative of GRAPHIC MARK for any purpose and has no authority to act for, obligate or bind GRAPHIC MARK.

AFFILIATE has no authority to make any commitments on behalf of GRAPHIC MARK with respect to quantities, delivery, modifications, capacity or suitability in specific applications. AFFILIATE has no authority to modify the warranty offered with GRAPHIC MARK services. The AFFILIATE shall hold GRAPHIC MARK harmless for any modified warranty or other commitment of the AFFILIATE not specifically authorized by GRAPHIC MARK.

AFFILIATE shall not represent itself in any manner that implies that AFFILIATE is an agent or branch of GRAPHIC MARK. AFFILIATE shall promptly change or discontinue any representation or business practice that GRAPHIC MARK deems misleading or deceptive, immediately upon notice from GRAPHIC MARK.

Term, Limitations, Termination

The term of this Policy is twelve (12) months from the date of acceptance by AFFILIATE and GRAPHIC MARK. This Policy will automatically renew in each subsequent year for a period of one year, unless terminated earlier in accordance with this Policy.

GRAPHIC MARK or AFFILIATE may terminate this Agreement without cause at any time upon thirty (30) days written notice or for Cause at any time upon fifteen (15) days written notice, provided that neither the expiration nor early termination of this Agreement shall relieve either party of any obligation that has accrued as of the date of termination.

GRAPHIC MARK may, from time to time, give written notice to AFFILIATE of amendments to this Agreement. Any amendment shall automatically become a part of this Policy thirty (30) days from the date of the notice, unless otherwise specified in the notice.

Upon expiration, non-renewal or termination of this Policy, all interest on accrued marketing funds (if any) shall automatically lapse, which does not affect existing outstanding amounts due.

AFFILIATE Programs

The GRAPHIC MARK AFFILIATE program will contain various levels of participation. GRAPHIC MARK will invite AFFILIATE from time to time to participate in cooperative advertising, market development and promotional programs offered by GRAPHIC MARK as defined in the Program Materials. AFFILIATE may, at its option, participate in such programs during the term of this Agreement. GRAPHIC MARK reserves the right to terminate or modify such programs at any time in its sole discretion.

AFFILIATE shall use its best efforts to market GRAPHIC MARK's services, and may use promotional materials provided by GRAPHIC MARK. As defined in the Program Materials, the AFFILIATE shall have sufficient technical knowledge of GRAPHIC MARK services in general and shall have access to appropriate GRAPHIC MARK technical and sales training.

GRAPHIC MARK does not guarantee that it will continue to manufacture any particular item or product model indefinitely or even for any specific period. GRAPHIC MARK specifically reserves the right to modify any of the specifications or features of its services, withdraw any product from the market, and/or discontinue manufacturing or supporting it.

AFFILIATE is expected and encouraged to advertise and promote sales of GRAPHIC MARK services through all appropriate means, including trade show exhibits, catalogs, direct mailings, space advertising, educational meetings, sales aids, etc. GRAPHIC MARK must approve all original materials using GRAPHIC MARK's name or trademarks (other than modifying existing GRAPHIC MARK-supplied template materials). GRAPHIC MARK will assist AFFILIATE in advertising and promoting GRAPHIC MARK's services in accordance with GRAPHIC MARK's policy.

Limitation of Liability

UNDER NO CIRCUMSTANCES, INCLUDING ANY CLAIM OF INFRINGEMENT, SHALL GRAPHIC MARK BE LIABLE TO AFFILIATE OR ANY OTHER PARTY FOR ANY COST OF RE-ACQUISITION, LOSS OF REVENUE OR PROFITS, OR FOR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF GRAPHIC MARK HAS BEEN ADVISED OF SUCH POTENTIAL LOSS OR DAMAGE.

Use of GRAPHIC MARK Trademarks

AFFILIATE acknowledges the following:

1. GRAPHIC MARK owns all right, title and interest in the GRAPHIC MARK names and logos.
2. GRAPHIC MARK owns other trademarks and trade names used in connection with certain product lines and software.
3. AFFILIATE shall not acquire any interest in such trademarks or trade names by virtue of this Policy, its activities under it, or any relationship with GRAPHIC MARK.

During the term of this Policy, AFFILIATE may indicate to the trade and the public that it is an Authorized AFFILIATE of GRAPHIC MARK's services. AFFILIATE may also use GRAPHIC MARK's trademarks and trade names to promote and solicit sales or licenses of GRAPHIC MARK's services if it does so in strict accordance with GRAPHIC MARK's guidelines. AFFILIATE shall not adopt or use such trademarks or trade names, or any confusing words or symbols, as part of its GRAPHIC MARK name, or permit such marks or names to be used by others.

Upon expiration or termination of this Policy, AFFILIATE shall immediately discontinue any use of the GRAPHIC MARK and GRAPHIC MARK names or marks or any other combination of words, designs, marks or trade names indicating that it is or was an AFFILIATE of GRAPHIC MARK services.

Product Warranty

The terms and conditions of the warranty shall be as specified in GRAPHIC MARK's Standard Terms and Conditions of Sale (EULA, End User License Agreement).

GRAPHIC MARK'S WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Proprietary Information

GRAPHIC MARK and AFFILIATE shall exercise due diligence to maintain confidentiality and not disclose to any third party proprietary information provided to it in confidence by the other party and identified as such at the time of delivery. Except in accordance with this Agreement, neither party shall use such information without the permission of the party who provided it. "Due diligence" means the same precaution and level of care that such party uses to safeguard its own proprietary data, but in no event less than reasonable care. The provisions of this section shall continue in effect for three (3) years beyond the expiration, non-renewal or termination of this Policy.

The Program does not grant any license under any patents or other intellectual property rights owned or controlled by or licensed to the COMPANY. AFFILIATES shall have no right to manufacture GRAPHIC MARK services.

Compliance with Laws

The AFFILIATE agrees to comply with all laws and regulations that are applicable to the business that the AFFILIATE conducts. The AFFILIATE agrees to indemnify and hold GRAPHIC MARK harmless from any liability or damages caused by the AFFILIATE's failure to comply with the terms of this provision.

Miscellaneous

Notices under this Policy must be sent by telegram, telecopy, certified or registered mail, or by email if email receipt is acknowledged to the appropriate party at its location submitted during the AFFILIATE application (or to a new address if the other has been duly notified of the change). A notice will not be effective until the recipient actually receives it.

This Policy and its attachments represent the entire agreement between the parties relating to this subject matter. This Policy supersedes all prior communications, oral or written, between the parties regarding the subject matter, and may not be modified or waived except in writing and signed by an officer or other authorized representative of each party. Neither party shall be liable to the other for any delay or failure to perform if such delay or failure is due to a cause beyond its reasonable control. If any provision is held invalid, all other provisions shall remain valid unless such invalidity defeats the purpose of this Policy. The law of Mexico governs this Policy without regard to the body of law known as "conflicts of law". GRAPHIC MARK and AFFILIATE will attempt to resolve any claim or dispute arising therefrom through consultation and negotiation in good faith and in a spirit of mutual cooperation. Any dispute that cannot be resolved through negotiation or mediation may be submitted to the courts of appropriate jurisdiction.

In case of any questions regarding this Policy, please contact us at support@graphicmark.com. support@graphicmark.com..