Openhill Community Partner Agreement

Last Updated: December 5, 2025

This Community Partner Agreement (“Agreement”) is between you (“Community Partner,” “Partner,” or “you”) and Openhill LLC (“Openhill,” “we,” or “us”). Openhill may operate this program under brand names such as “WithCommunity,” but Openhill LLC is the contracting party.

You accept this Agreement when you complete and submit our online enrollment form that links to this Agreement and states that submitting the form constitutes acceptance. If you begin promoting Openhill-affiliated artwork or products or using a Partner Collection before or in addition to submitting the form, you agree that such participation also constitutes acceptance of this Agreement.

1. Definitions

1.1 Community Partner

A social media group administrator, page owner, influencer, creator, or online community leader who collaborates with Openhill to promote art-based products through their platforms.

1.2 Partner Collection

“Partner Collection” means one or more curated sets of products associated with the Community Partner that Openhill chooses to feature on one or more Openhill Channels. Openhill prepares and manages the listing, formatting, merchandising, and tracking of these collections. References to a “Partner Collection” in this Agreement mean all such collections associated with that Community Partner.

1.3 Openhill Channels

“Openhill Channels” means any website, online store, or other sales channel operated by or on behalf of Openhill, under any Openhill brand name, where Openhill chooses to display or sell products. This includes, without limitation, WithCommunity.com, other Openhill-owned or Openhill-managed websites, partner storefronts that Openhill operates or designates as an Openhill Channel, and any current or future site, storefront, or platform that is part of Openhill’s growing network of sales channels.

1.4 Introduced Artist

An artist who joins Openhill through the Partner’s unique link or designated referral mechanism, and whose relationship with Openhill has been recorded as referred by that Partner.

1.5 Introduced Customer

A customer who purchases Openhill products after engaging with the Partner’s posts, links, or Partner Collection and is tagged or otherwise tracked by Openhill as associated with that Partner.

1.6 Good Standing

A Partner is in good standing when they:

(a) make at least one qualifying promotional post within each rolling 90-day period;

(b) adhere to the conduct standards in Section 8;

(d) do not engage in misleading, fraudulent, or harmful activity.

Openhill may, in its discretion, temporarily waive the posting requirement for specific periods if agreed in writing (email is sufficient).

1.7 Partner Marks

“Partner Marks” means the Partner’s name, logo, and other brand identifiers that the Partner authorizes Openhill to use in connection with this Program.

2. Overview of the Collaboration

This program enables Community Partners to share artwork, spark engagement, and earn royalties when their audience members purchase products or submit artwork. Openhill manages licensing, product setup, fulfillment, attribution systems, and reporting. Partners use their authentic voice and presence to promote the artwork in their communities.

The collaboration is non-exclusive. You are free to work with other brands or programs, and Openhill may collaborate with other partners, including those in similar subject areas.

Community Partners do not own or license the underlying artwork or product designs used in Openhill Channels. The Partner’s role is to participate in a royalty-sharing structure on qualifying sales as described in this Agreement and the applicable Royalty Schedule.

3. Attribution

3.1 Partner Collection Attribution

Any sale of products that Openhill designates as part of the Partner’s Partner Collection at the time of the sale is treated as a Partner Collection sale and attributed to that Partner for Partner Collection royalties.

3.2 Introduced Customer Attribution

Introduced Customers are tracked and attributed using one or more of the following:

• Partner Collection purchase behavior

• Link tracking

• Cookies or local storage where permitted

• Customer tags

• Behavioral or historical association

3.3 Introduced Artist Attribution

When an artist joins through the Partner’s link, the Partner is eligible for an Introduced Artist royalty on eligible sales of that artist’s work through Openhill Channels that do not already qualify as Partner Collection sales for that same Partner, as described in Section 7 and the applicable Royalty Schedule.

3.4 Best-Effort Tracking

Openhill uses commercially reasonable means to track attribution, but some sales may not be technically attributable. The royalty structure is designed to be generous to offset this natural imperfection.

4. Partner Responsibilities

4.1 Promotional Activity

Partners agree to:

• make at least one promotional post every 90 days to remain in good standing;

• use their authentic voice when sharing Openhill artwork;

• follow community platform rules;

• maintain a positive, community-centered tone.

4.2 Coordination on Collections

Openhill may consult with you on themes, timing, and proposed additions to your Partner Collection(s), and may consider your feedback when curating those collections. However, Openhill is not obligated to obtain your prior approval for any product or collection changes, and retains discretion over the final composition and presentation of your Partner Collection(s).

4.3 Moderator Access (Optional)

Partners may optionally grant Openhill temporary moderator or helper status to assist with post formatting, engagement, or content planning. This access is optional and revocable at any time.

5. Openhill Responsibilities

Openhill agrees to:

• provide product setup, adaptation, formatting, and visual assets;

• manage fulfillment, shipping, customer service, and refunds;

• provide tracking and reporting infrastructure;

• refresh collections periodically;

• collaborate on post themes and timing upon request;

• ensure timely payment of royalties in accordance with the applicable Royalty Schedule.

6. Products, Collections, and Partner Marks

6.1 Product Management

Openhill may update, revise, or remove products within a Partner Collection at its discretion, including for quality, vendor changes, printability issues, customer feedback, or strategic alignment.

6.2 No Login Access

Partners do not receive backend store access; all management is handled by Openhill.

6.3 Continuity of Collections

Openhill may, at its discretion, continue to display, modify, reconfigure, rebrand, or remove any Partner Collection or products at any time, including after termination of this Agreement. Openhill may also continue to offer individual products through other Openhill Channels at its discretion.

6.4 Use of Partner Marks

The Partner grants Openhill a non-exclusive, royalty-free license during the term of this Agreement to use the Partner Marks to identify the Partner as a Community Partner and to label or promote the Partner’s collection(s) across any and all Openhill Channels and in related marketing materials.

The Partner may withdraw this permission at any time by terminating this Agreement or by giving written notice to Openhill. If permission is withdrawn, Openhill will stop creating new materials that use the Partner Marks and will remove the Partner Marks from active online Partner Collections and “current partner” listings within a commercially reasonable time.

For clarity, Openhill is not required to recall or destroy previously printed materials or to remove historical, factual references to the Partner that do not suggest an ongoing sponsorship or endorsement. Openhill may continue to sell unbranded products (for example, artwork that does not include the Partner Marks) at its discretion.

7. Royalties

(Percentages and specific amounts are provided in a separate Royalty Schedule sent to each Partner after enrollment in the Program.)

7.1 Categories of Royalties

Partners may earn royalties from:

(a) sales through their Partner Collection;

(b) sales from Introduced Customers;

Royalties are only payable on qualifying sales of Openhill-managed products through Openhill Channels. No royalties are owed under this Agreement on sales made solely through an artist’s or partner’s independent websites or other channels that are not designated by Openhill as Openhill Channels.

The specific percentages, calculation methods, and any exceptions are defined in the Partner’s Royalty Schedule, which is incorporated into this Agreement by reference. The Partner’s Royalty Schedule becomes effective when the Partner begins promoting their Partner Collection or otherwise participating in the Program.

7.2 Royalties While Active

For as long as this Agreement remains in effect, royalties accrue and are paid according to the applicable Royalty Schedule. Certain enhanced benefits—such as extended post-termination royalty tails—are conditioned on the Partner being in Good Standing at the time of termination, as described in Section 7.3 and the Royalty Schedule.

7.3 Post-Termination Royalties (Tail)

(a) If the Partner is in Good Standing at termination, royalties from:

• Introduced Customers; and

• Introduced Artists

continue for five (5) years after termination, subject to the Royalty Schedule and any applicable caps or conditions.

(b) If the Partner is not in Good Standing at termination, the post-termination royalty tail for Introduced Customers and Introduced Artists is twelve (12) months from the effective date of termination, subject to the Royalty Schedule and any applicable caps or conditions.

(c) If the Partner is terminated for fraud, deception, material breach, or other harmful conduct, no post-termination royalty tail applies (zero (0) years).

7.4 Minimum Payout Threshold

Payments are issued when the Partner’s accrued balance reaches a minimum of fifty dollars (US $50). Balances that do not meet the threshold roll forward to future periods until the threshold is met.

7.5 Unreachable Partner

If Openhill attempts payment for twelve (12) consecutive months and the Partner cannot be reached (for example, invalid email, bounced payments, or no response to reasonable outreach), Openhill may suspend payments until accurate contact and payment information is provided. Funds that have already accrued are held but not forfeited.

7.6 No Double Royalties

If a particular sale would qualify both (a) as a Partner Collection sale for a Partner and (b) as a sale of an Introduced Artist referred by that same Partner, the Partner will receive only the Partner Collection royalty for that sale and no additional Introduced Artist royalty. Royalties are never stacked or duplicated on the same transaction.

7.7 Records and Attribution Decisions

Royalties are calculated based on Openhill’s good-faith tracking, reporting, and financial records. In the event of any discrepancy between the Partner’s records and Openhill’s records, Openhill’s records will control unless there is clear evidence of error. Openhill’s good-faith determinations regarding attribution of sales among Community Partners are final and binding for purposes of this Agreement, absent manifest error.

7.8 Adjustments

Openhill may correct errors in royalty calculations and may adjust future royalty payments to account for refunds, chargebacks, fraudulent transactions, or other reversals related to prior sales. If a refund or reversal exceeds the Partner’s then-current accrued balance, Openhill may carry the negative balance forward and offset it against future royalties.

8. Conduct Standards

Partners must:

• maintain a respectful community environment;

• avoid deceptive promotion;

• avoid misrepresenting the program;

• avoid harassment, hateful conduct, or harmful behavior;

• comply with applicable platform rules and laws.

Either party may terminate the partnership immediately if conduct or content materially conflicts with these standards.

9. Term and Termination

9.1 At-Will Termination

Either party may terminate this Agreement at any time for any reason by providing written notice (email is sufficient).

9.2 Termination for Cause

Openhill may terminate immediately if the Partner:

• commits fraud or deception;

• violates the conduct standards in Section 8;

• misrepresents attribution or attempts to game tracking systems;

• materially damages Openhill’s or an affiliated brand’s reputation;

• becomes inactive beyond 90 days without communication and does not respond to reasonable attempts to reconnect.

9.3 Effect of Termination

Upon termination:

(a) Existing royalties continue or cease in accordance with Section 7.3 and the applicable Royalty Schedule.

(b) Pending royalties under the $50 threshold continue to roll over until the threshold is met, subject to the applicable tail period.

(c) New attribution of Introduced Customers, Introduced Artists, and collection-based sales to the Partner ends immediately as of the effective date of termination.

(d) Openhill may continue, modify, reconfigure, rebrand, or remove any Partner Collection and may continue selling individual products at its discretion, in accordance with Section 6.3 and 6.4.

10. Relationship of the Parties

Nothing in this Agreement creates a legal partnership, joint venture, employment, or agency relationship between the parties. Each party acts as an independent contractor.

For clarity, the terms “Community Partner” and “Partner” are used as program labels only and do not denote a legal partnership or equity ownership in Openhill.

The relationship is non-exclusive; each party remains free to engage in other collaborations and business relationships.

11. Confidentiality

11.1 Confidential Information

“Confidential Information” means non-public business, financial, technical, or operational information that one party (“Disclosing Party”) discloses to the other party (“Receiving Party”) in connection with this Agreement, including non-public information about product performance, sales data, attribution logic, pricing structures, customer or artist details (to the extent such details are shared), and program roadmaps.

Confidential Information does not include information that:

(a) is or becomes publicly available through no breach of this Agreement by the Receiving Party;

(b) was already lawfully known to the Receiving Party without confidentiality obligations before disclosure;

(d) is lawfully received from a third party without confidentiality obligations.

11.2 Use and Disclosure

The Receiving Party will use the Disclosing Party’s Confidential Information only as reasonably necessary to perform under this Agreement and will not disclose it to any third party except:

(a) to its employees, contractors, or professional advisors who have a need to know the information for that purpose and who are bound by confidentiality obligations at least as protective as those in this Section 11; or

(b) when required to do so by law, regulation, or court order, in which case the Receiving Party will, where legally permitted, give the Disclosing Party reasonable notice and an opportunity to seek protective measures.

11.3 Program Visibility

Nothing in this Section 11 prevents:

(a) the Partner from publicly stating that they participate as a Community Partner in the Openhill program and from sharing links or screenshots of publicly visible pages showing their Partner Collection(s) on Openhill Channels; or

(b) Openhill from publicly identifying the Partner as a participant in the program and using the Partner Marks as permitted under Section 6.4.

12. Disclaimer; Limitation of Liability

The Program and the Openhill Channels are provided “as is” and “as available.” Openhill does not promise any minimum level of sales, traffic, or earnings, and does not guarantee that any particular product, collection, or promotion will perform in any particular way.

To the maximum extent permitted by law, neither party will be liable to the other for any indirect, incidental, special, consequential, or punitive damages (including lost profits or lost goodwill) arising out of or relating to this Agreement, even if advised of the possibility of such damages.

Except for amounts owed by the Partner under any indemnity obligations or for breaches of confidentiality, each party’s total aggregate liability arising out of or relating to this Agreement will not exceed the total royalties actually paid or payable by Openhill to the Partner under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.

13. Indemnification

The Partner will indemnify and hold harmless Openhill and its members, managers, employees, and contractors from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

(a) the Partner’s breach of this Agreement;

(b) the Partner’s violation of applicable laws or platform rules in connection with the Program; or

(c) claims that content created or posted by the Partner (other than content supplied by Openhill) infringes or misappropriates a third party’s rights.

14. Modifications

Openhill may update this Agreement prospectively and will notify Partners of material changes by email or through the enrollment or partner portal. Updates do not retroactively change amounts already earned.

Royalty Schedules for existing Partners remain in effect unless both parties agree to revised terms or a new Royalty Schedule is issued and accepted through continued participation.

15. Governing Law; Venue

This Agreement is governed by the laws of the State of Indiana, without regard to its conflict of law principles.

Any dispute, claim, or controversy arising out of or relating to this Agreement shall be brought exclusively in the state courts located in LaPorte County, Indiana, or, where federal jurisdiction exists, in the United States District Court for the Northern District of Indiana. Each party consents to the personal jurisdiction and venue of those courts and waives any objection that such courts are an inconvenient forum.

16. Contact

Openhill LLC

512 Andrew Avenue, #127

LaPorte, IN 46350

[email protected]

17. Acceptance

By:

(a) completing and submitting an enrollment form that links to this Agreement and states that submitting the form constitutes acceptance; and/or

(b) promoting artwork, sharing your Partner Collection, or otherwise participating in the Program after being presented with this Agreement,

you acknowledge that you have read, understood, and agree to be bound by this Agreement.

End of Agreement