Partner Agreement

Effective Date: September 14, 2026
Last Updated: October 7, 2026

This Partner Agreement (“Agreement”) is entered into between EP Portfolio, LLC, doing business as DRXP.SHOP (“DRXP,” “DRXP.SHOP,” “we,” “us,” or “our”) and the individual or entity accepting this Agreement (“Partner,” “you,” or “your”).

This one Agreement covers every DRXP.SHOP partner: content creators and streamers first and foremost, and also artists and art studios. It governs participation in the DRXP.SHOP Creator & Streamer Program (including affiliates), Artist Program, and Art Studio Program, in any combination.

By checking the applicable acceptance box, typing your name as an electronic signature, submitting an application, accepting a partner invitation, or otherwise expressly agreeing to these terms, you acknowledge that you have read and agree to be legally bound by this Agreement.

• Every Partner: Sections 1–4 and the General Terms (Sections 31–60).
• Creators, streamers, and affiliates: also Sections 5–11.
• Artists submitting artwork: also Sections 12–25.
• Art studios and collectives: also Sections 12–30.
• If you participate in more than one program, all applicable provisions apply.

1. Eligibility and Authority

• You must be at least eighteen (18) years old and legally capable of entering into a binding agreement.
• If the age of majority where you reside is greater than eighteen, you must have reached that age.
• DRXP may permit participation by a minor only through a separate written agreement executed by the minor's parent or legal guardian.
• If you accept this Agreement on behalf of a company, studio, collective, partnership, organization, or other entity, you represent that you have authority to legally bind that entity.
• You must provide accurate information concerning your identity, contact information, country or tax residency, payment details, ownership of submitted material, and other information reasonably requested by DRXP.

2. Nature of the Relationship

Participation in a DRXP partner program does not create an employment relationship, partnership, joint venture, franchise, fiduciary relationship, or agency relationship between you and DRXP.

• Neither party may enter contracts, make commitments, incur liabilities, or make representations on behalf of the other unless expressly authorized in writing.
• You operate independently and remain responsible for your own business activities, equipment, expenses, taxes, insurance, licenses, registrations, and legal obligations.
• Nothing in this Agreement guarantees any minimum level of sales, income, commissions, royalties, marketing exposure, website traffic, product placement, advertising spend, follower growth, or continued participation.
• Except where a specific written campaign says otherwise, this relationship is non-exclusive.
• You may sell your artwork, merchandise, services, sponsored content, or other products through other platforms, marketplaces, retailers, conventions, websites, or partners.

3. Acceptance Into the Program

• Submitting an application does not guarantee acceptance.
• DRXP may accept or reject an application or particular submission in its reasonable business discretion.
• Approval as a Partner does not obligate DRXP to manufacture, publish, promote, or continue offering every design, product, campaign, or piece of content submitted by you.
• DRXP may consider artistic quality, brand fit, technical requirements, customer demand, intellectual-property risk, legal requirements, fulfillment limitations, marketplace rules, advertising restrictions, and other legitimate business considerations.

4. Partner Accounts and Profiles

DRXP may create a public Partner profile containing information you have authorized for publication, including your: creator, streamer, artist, or studio name; display name; biography; profile photograph or avatar; banner; logo; social media links; website or portfolio links; approved artwork; products; videos; creator channels; and other promotional information.

You grant DRXP a non-exclusive, worldwide, royalty-free license during your participation to display these profile materials for purposes of operating and promoting your DRXP profile, products, campaigns, and the DRXP marketplace.

DRXP may resize, crop, compress, reformat, copyedit, or otherwise technically adapt profile materials when reasonably necessary for website, mobile, social-media, advertising, or marketplace presentation, provided DRXP does not intentionally materially misrepresent you or your work.

You may request reasonable profile updates at any time.

Creator, streamer & affiliate terms

5. Creator, Streamer and Affiliate Terms

Sections 5 through 11 apply to streamers, influencers, content creators, affiliates, ambassadors, and other Partners participating in promotional programs.

6. Creator Participation

Creator participation is non-exclusive unless a particular written campaign expressly states otherwise. Except for specific deliverables accepted in writing, you are not required to publish a minimum number of posts, streams, videos, mentions, or other promotions.

Individual sponsorships, paid integrations, merch drops, appearances, shoutouts, videos, streams, usage-rights arrangements, or other campaigns may be governed by a separate written campaign brief, insertion order, email agreement, or statement of work (“Campaign Order”).

A Campaign Order may specify: deliverables; platforms; deadlines; creative requirements; approval requirements; compensation; commission rates; usage rights; exclusivity; embargo dates; product samples; and other campaign-specific terms.

If a Campaign Order conflicts with this Agreement regarding that particular campaign, the Campaign Order controls only for the conflicting campaign-specific issue.

7. Affiliate Links and Discount Codes

DRXP may provide you with an affiliate URL, referral link, coupon code, discount code, tracking identifier, or similar promotional tool. Those tools remain DRXP property and may be changed or disabled where reasonably necessary.

Unless DRXP gives written permission, you may not:

• sell or transfer a code;
• publish a private code to mass coupon databases;
• submit codes to coupon-scraping websites;
• use automated cookie stuffing;
• misrepresent the source of a referral;
• generate fraudulent referrals;
• create fake customer accounts;
• purchase through your own referral mechanism for the primary purpose of generating commission;
• spam potential customers;
• impersonate DRXP;
• register domains or social handles that misleadingly appear to be owned by DRXP;
• mislead customers about pricing or discounts; or
• bid on DRXP trademarks in paid search advertising in a manner that competes with DRXP's own branded advertising.

DRXP may investigate unusual referral activity and withhold amounts reasonably connected to suspected fraud while the matter is reviewed.

8. Creator Commissions

Creator commission rates are established by the Creator's acceptance notice, dashboard, Campaign Order, written offer, or other written program terms.

Unless otherwise stated, commission is earned only on a valid qualifying transaction that is properly attributed to the Creator under DRXP's tracking system. A qualifying transaction does not include a transaction that is: cancelled; fully refunded; charged back; fraudulent; duplicative; made using unauthorized promotional techniques; or otherwise invalid.

• Commission adjustments may be reflected in a later payment cycle if a return, refund, reversal, or chargeback occurs after commission was initially credited.
• DRXP may change commission rates for future transactions by providing reasonable notice.
• Changes will not retroactively reduce commission already earned on completed qualifying transactions.

9. Advertising and Sponsorship Disclosures

When promoting DRXP or DRXP products, you must comply with applicable advertising, endorsement, sponsorship, consumer-protection, and platform rules.

• If you receive money, commissions, free products, discounts, gifts, samples, special access, or another material benefit from DRXP in connection with an endorsement or promotion, you must clearly and conspicuously disclose that relationship when legally required.
• Disclosures must be reasonably understandable and placed where an ordinary viewer is likely to notice them.
• You may not rely solely on a social platform's disclosure feature if applicable law requires additional disclosure.

You may not make statements about DRXP or its products that are: knowingly false; misleading; deceptive; unsupported by your actual experience; materially inconsistent with information supplied by DRXP; or claims requiring substantiation that DRXP has not authorized.

DRXP may request correction or removal of promotional content that reasonably appears to violate applicable advertising law, this Agreement, an applicable Campaign Order, or a platform's rules. Serious or repeated violations may result in suspension or termination.

10. Creator Name, Likeness and Content

During participation, you grant DRXP permission to use your approved: creator name; channel name; social handle; logo; profile image; likeness; biographical information; publicly submitted promotional materials; and DRXP-related promotional content for the purpose of identifying, administering, and promoting the partnership.

• Unless a Campaign Order provides broader rights, DRXP may organically repost, embed, link to, or display DRXP-related promotional content you intentionally publish as part of the partnership.
• Paid advertising using your likeness or Creator Content outside the ordinary promotion of the applicable collaboration may be subject to separate Campaign Order terms where appropriate.
• Following termination, DRXP will stop creating new advertising implying an active partnership within a commercially reasonable period.
• Historical posts, completed campaign pages, press coverage, transaction records, and archival materials may remain available when reasonably necessary to document the historical partnership, unless removal is legally required or separately agreed.

11. Creator Honesty and Conduct

• You remain free to express your genuine opinions.
• DRXP does not require a Partner to make a statement they do not honestly believe.
• If you provide a review or testimonial, it must reflect your genuine experience.
• You agree not to intentionally engage in fraudulent traffic, fake engagement, purchased conversions, deceptive advertising, impersonation, or conduct designed to artificially generate commissions.
• You also agree not to falsely represent that you are an employee, owner, officer, or authorized spokesperson of DRXP.

Artist terms

12. Artist Terms

Sections 12 through 25 apply to Partners submitting artwork or other intellectual property for manufacture or sale.

13. Ownership of Artwork

You retain ownership of the original artwork and intellectual property you submit to DRXP. DRXP does not acquire ownership of your copyright merely because your work is submitted, displayed, manufactured, advertised, or sold through DRXP.

Nothing in this Agreement constitutes an assignment of your copyright to DRXP. Your artwork remains yours.

14. License Granted to DRXP

For each design accepted by DRXP (“Approved Artwork”), you grant DRXP a non-exclusive, worldwide, royalty-bearing license during the term of this Agreement to:

• reproduce the Approved Artwork;
• print or otherwise apply the Approved Artwork to approved merchandise;
• manufacture and arrange manufacture of approved products;
• display the Approved Artwork and associated products;
• offer products containing the Approved Artwork for sale;
• sell and distribute those products;
• create product mockups and product photography;
• advertise and market those products;
• display the Approved Artwork on DRXP.SHOP and authorized sales channels;
• use reasonable excerpts, crops, thumbnails, detail views, and product representations of the Approved Artwork for marketing; and
• perform technical adaptations necessary for production, printing, fulfillment, website presentation, marketplace presentation, or advertising.

This license includes the right to sublicense Approved Artwork only to the extent reasonably necessary to DRXP's manufacturers, print-on-demand providers, fulfillment companies, marketplaces, advertising providers, contractors, photographers, technology vendors, shipping providers, and other service providers acting on DRXP's behalf.

This includes, where applicable, DRXP's production and fulfillment partners, sales channels such as TikTok Shop and Etsy, and other authorized sales or fulfillment channels. Those sublicenses may only be used in connection with DRXP's authorized exercise of the rights granted under this Agreement.

DRXP may not sell, license, transfer, or exploit your underlying artwork as standalone intellectual property unrelated to DRXP products without your separate written permission.

15. Technical Modifications

DRXP may make technical changes reasonably necessary to manufacture or present Approved Artwork, including: resizing; positioning; cropping where appropriate; color-profile conversion; resolution adjustments; background removal when expressly approved or technically required; print separations; placement adjustments; mockup preparation; and file-format conversion.

DRXP will not intentionally make a material artistic alteration to your Approved Artwork without your approval.

Where reasonably practical, DRXP will provide a product proof, mockup, or placement preview before a new artwork/product combination first goes live.

16. Artist Representations and Warranties

For every artwork, design, photograph, logo, name, character, illustration, graphic, text element, or other material you submit, you represent and warrant that:

• you created the material or possess sufficient written rights to authorize DRXP's use;
• you have full authority to grant the license provided by this Agreement;
• the material does not infringe another person's copyright;
• the material does not infringe another person's trademark, service mark, or trade dress;
• the material does not violate another person's right of publicity, privacy, or likeness;
• the material does not contain unauthorized logos, brands, characters, music, photographs, artwork, or other third-party intellectual property;
• the material is not unauthorized fan art;
• the material is not copied, traced, plagiarized, or substantially appropriated from another creator without permission;
• all collaborators, photographers, models, illustrators, designers, licensors, studios, VTuber model artists, or other contributors whose permission is required have granted the necessary rights;
• you have obtained appropriate releases for identifiable persons depicted where legally required;
• the material does not violate applicable law;
• the material does not knowingly contain malicious software or harmful code; and
• the information you provide concerning ownership and licensing is accurate.

You must provide reasonable evidence of your rights if DRXP requests it. DRXP's acceptance of artwork does not constitute a legal determination that the artwork is non-infringing. You remain responsible for the rights you grant.

17. Collaborations and Jointly Owned Artwork

• If Submitted Artwork has multiple owners or contributors, you must disclose that fact before the product is offered for sale.
• Unless DRXP enters into a separate written split-payment arrangement, the person or entity submitting the artwork represents that they have authority from all required rights holders to license the artwork and receive payment.
• DRXP may require written contributor approvals, licensing documentation, model releases, copyright ownership information, or payout instructions before publishing collaborative work.
• DRXP is not responsible for independently resolving disputes between collaborators.
• Payment by DRXP according to the written payout instructions on file satisfies DRXP's payment obligation unless DRXP has received a valid legal order requiring otherwise.

18. Generative AI and Authenticity

DRXP is built around original work created by independent artists.

• Finished artwork generated primarily by generative artificial intelligence and presented as original human-created artwork may be rejected.
• The use of AI for references, ideation, workflow assistance, or other limited production purposes does not automatically disqualify a work, but you must answer questions regarding your process truthfully.
• DRXP may request disclosure regarding the use of generative AI where reasonably necessary to evaluate copyright, authenticity, marketplace compliance, or brand positioning.
• Nothing in this section permits the submission of material that infringes third-party intellectual property.

19. Prohibited Artwork and Content

DRXP may reject, suspend, or remove artwork that violates applicable law, fulfillment-provider requirements, sales-channel policies, advertising requirements, or DRXP's published content standards. Without limiting DRXP's discretion, prohibited material includes:

• sexual exploitation or sexualization of minors, whether photographic, illustrated, rendered, fictional, or otherwise;
• child sexual abuse material;
• unlicensed copyrighted characters or entertainment properties;
• counterfeit or unauthorized trademark merchandise;
• content copied or traced from another creator;
• content encouraging unlawful exploitation or abuse;
• non-consensual sexual material;
• bestiality;
• content promoting hatred or violence against protected groups;
• credible threats or targeted encouragement of real-world violence; and
• other material that DRXP reasonably determines would expose customers, Partners, DRXP, its fulfillment providers, or its sales channels to material legal or safety risk.

DRXP may immediately terminate participation for serious violations. Nothing requires DRXP to offer or distribute material merely because the material may otherwise be lawful.

20. Moral Rights and Artist Integrity

Nothing in this Agreement transfers ownership of your moral rights where such rights exist.

To the fullest extent permitted by applicable law, you consent to the technical modifications and uses expressly authorized by this Agreement and agree not to assert moral rights solely because DRXP performs those authorized acts.

Where moral rights cannot legally be waived, this provision will be interpreted as your consent to the uses and technical adaptations expressly permitted under this Agreement to the maximum extent allowed by law.

21. Products, Suppliers, and Sales Channels

• DRXP controls the operation of its storefront and may determine which approved products, blanks, suppliers, printers, regions, currencies, and sales channels are available.
• Products may be offered through DRXP.SHOP and authorized third-party channels.
• Product availability may change because of supplier inventory, manufacturing availability, cost changes, legal restrictions, marketplace requirements, quality standards, or customer demand.
• DRXP may replace a blank garment or production provider when reasonably necessary, provided the replacement is commercially reasonable for the product being sold.
• DRXP may temporarily suspend sales of a product affected by production, safety, intellectual-property, marketplace, or fulfillment concerns.

22. Retail Prices and Promotions

DRXP establishes the final retail price of products sold through DRXP-controlled sales channels. Artists may propose pricing and DRXP may consult with Artists regarding positioning and pricing strategy.

Prices may differ by: product; country; currency; sales channel; supplier; shipping market; promotion; or marketplace fees.

• DRXP may conduct reasonable promotions, discount campaigns, bundles, or storewide sales.
• Any discount actually applied to a transaction is reflected in the amount collected from the customer when calculating Net Profit.
• DRXP will not reduce an Artist's contractual percentage merely because a promotion is offered.
• DRXP may change list prices, the product line-up, blank suppliers and printing partners at any time. Price sheets, payout calculators and worked examples published on DRXP's website or in recruiting materials are illustrations based on pricing at the time of publication, not fixed terms — see section 42.

23. Artist Compensation

Artist Share

Approved Artists receive a percentage of Net Profit from qualifying sales of products containing their Approved Artwork. The applicable percentage is confirmed when the Artist is accepted into the program.

• Founding Partner Tier: 90% Artist / 10% DRXP. Closed. Limited to DRXP's first ten Partners; all ten places have been filled and this tier will not reopen.
• Starter Partner Tier: 80% Artist / 20% DRXP. Open, and limited to the first one hundred (100) Partners accepted at this rate.
• Standard Artist Tier: 50% Artist / 50% DRXP. Applies to Partners accepted after the Starter Partner places are filled.

An Artist’s applicable percentage is referred to as the “Artist Share,” and the percentage stated in that Artist’s acceptance notice controls.

Starter Partner Protection

Partners formally accepted as one of the first one hundred Starter Partners retain the 80% Artist Share while this Agreement remains in effect. That percentage does not fall to the Standard Artist Tier when the Starter places are filled, and will not decrease merely because DRXP later changes the rate offered to new Partners. The Starter percentage ends when the Partner relationship terminates; restoration after termination is not guaranteed unless DRXP agrees in writing.

DRXP may close the Starter Partner offer before all one hundred places are filled, extend it, or reopen it, in each case only as to Partners not yet accepted. Counts of remaining places published on DRXP's website are approximate and are stated as a range rather than a live figure.

Founding Partner Protection (closed tier)

Partners formally accepted as one of DRXP’s first ten Founding Partners retain the 90% Artist Share while this Agreement remains in effect. The Founding Partner percentage will not decrease merely because:

• DRXP later changes the standard Artist percentage;
• the Artist has a period of low sales;
• the Artist does not submit new artwork for a period of time; or
• DRXP introduces additional partner tiers.

The Founding Partner percentage ends when the Partner relationship terminates. If a former Founding Partner later reapplies after termination, restoration of the Founding Partner rate is not guaranteed unless DRXP agrees in writing.

Net Profit

For purposes of calculating Artist Share, “Net Profit” means the amount actually received or retained by DRXP from an individual qualifying transaction after deducting transaction-specific costs attributable to that sale. Permitted deductions may include:

• customer discounts actually applied;
• sales, VAT, GST, or similar taxes collected and remitted;
• refunds; returns; chargebacks; fraudulent or reversed transactions;
• product blank cost; printing or manufacturing cost; packaging or fulfillment charges;
• outbound shipping or shipping-label cost paid in connection with that order;
• payment-processing fees;
• currency-conversion fees directly attributable to the transaction; and
• third-party marketplace transaction, referral, or payment fees directly attributable to the transaction.

Unless separately agreed in writing, DRXP will not deduct general business overhead before calculating the Artist Share, including: general advertising expenditure; DRXP payroll; general website hosting; software subscriptions; office costs; administrative expenses; or general brand-development expenses.

Defective Products and Fulfillment Errors

Costs resulting solely from a production defect, printing error, fulfillment error, or carrier loss for which DRXP or its fulfillment provider assumes responsibility will not ordinarily be charged against the Artist Share.

Where a manufacturer or carrier reimburses DRXP for such a loss, the Artist's compensation will be calculated as though the reimbursement attributable to the transaction had been received.

Returns and Chargebacks

• A refund, customer return, payment reversal, or chargeback associated with a prior qualifying sale may be reflected in the Artist statement for the period in which the adjustment occurs.
• If compensation for the affected transaction was already paid, DRXP may offset the adjustment against future Artist amounts.
• DRXP will not intentionally impose unrelated customer-service expenses against an Artist's account.

24. Statements and Artist Payouts

• DRXP's Artist accounting period closes at the end of each calendar month.
• DRXP intends to provide an itemized statement and issue payment early in the following month, subject to weekends, banking delays, tax-documentation requirements, fraud reviews, processor delays, or other circumstances reasonably outside DRXP's control.
• Balances below $25 USD may roll forward to the next payment period.
• If the Agreement terminates with a balance below the normal payout threshold, DRXP will pay the remaining valid balance after any reasonable return or chargeback reconciliation period.
• Payments are made through protected payment services — currently Stripe, PayPal, Zelle, or Cash App — or another protected service DRXP supports. DRXP does not pay by direct bank transfer.
• DRXP does not charge an additional DRXP payout fee unless disclosed in advance. Third-party receiving, banking, payment-processing, or currency-conversion charges imposed directly on the recipient remain the recipient's responsibility.
• Payments are generally calculated and recorded in United States dollars unless otherwise agreed.

25. Statement Review and Errors

• You are responsible for reviewing your statements.
• If you believe a statement contains an error, notify DRXP within ninety (90) days after the statement was made available.
• DRXP will investigate good-faith disputes and correct verified accounting errors.
• DRXP may maintain transaction, refund, payout, sales-channel, and fulfillment records electronically.
• Unless demonstrably incorrect, DRXP's underlying transaction records will govern calculations under this Agreement.
• Nothing in this section permits DRXP to retain compensation that is legitimately owed to you.

Art studio & collective terms

26. Art Studio and Collective Terms

Sections 26 through 30 apply to art studios, collectives, and other groups that bring the work of several artists to DRXP and sell it under one studio name (“Studio Partners”). Each artist whose work a Studio Partner submits is a “Studio Artist.”

A Studio Partner is an artist Partner for the purposes of this Agreement. Sections 12 through 25 apply to all artwork a Studio Partner submits, whichever Studio Artist created it, and the Studio Partner gives the licenses, representations, and warranties in those Sections for that artwork.

27. Authority and Studio Artists' Permission

• The Studio Partner represents that it has authority to act for each Studio Artist it lists, and that each Studio Artist has agreed to their artwork being submitted to DRXP and sold under the studio's name.
• DRXP may ask any Studio Artist to confirm their permission in writing before their artwork is published, and may decline to publish artwork from a Studio Artist who has not confirmed.
• If a Studio Artist withdraws their permission or leaves the studio, the Studio Partner will tell DRXP promptly in writing, and DRXP will remove that Studio Artist's artwork from sale within a reasonable time, subject to orders already placed.
• Section 17 (Collaborations and Jointly Owned Artwork) applies to any design that more than one person contributed to.

28. The Studio Page and Artist Credits

• DRXP may publish a Partner profile for the studio under the studio's name, crediting individual Studio Artists as the Studio Partner directs.
• Products may show the studio's name, a Studio Artist's name, or both.
• The Studio Partner is responsible for the accuracy of the names, credits, and other information it provides about its Studio Artists.

29. Studio Payments

• DRXP pays the compensation for a Studio Partner's artwork, under Sections 23 through 25, to the Studio Partner as a single payee according to the payout instructions on file.
• The Studio Partner is solely responsible for sharing that compensation with its Studio Artists under its own arrangements, and for any taxes, reporting, or other obligations arising from those arrangements.
• Payment to the Studio Partner satisfies DRXP's payment obligation for that artwork. DRXP is not a party to the Studio Partner's arrangements with its Studio Artists and is not responsible for resolving disputes between them.
• Where the Studio Partner asks in writing and every contributor agrees, DRXP may record an approved collaboration split for a particular design.

30. Studio Changes and Commissions

• The Studio Partner will keep DRXP informed of changes to its contact person, its Studio Artists, and its payout details.
• Commissions a Studio Partner accepts on DrXp Alley are taken on by the studio. The Studio Partner is responsible for delivering them, whichever Studio Artist does the work, and for the commission terms that apply on DrXp Alley.
• A Studio Artist may also partner with DRXP individually. Artwork sold through the studio and artwork sold individually are handled separately unless agreed otherwise in writing.

General terms

31. Taxes and Tax Documentation

You are responsible for determining and paying taxes applicable to amounts you receive under this Agreement, except taxes legally imposed directly on DRXP.

DRXP may request tax documentation including, as applicable: Form W-9; Form W-8BEN; Form W-8BEN-E; tax identification information; or other documentation required by law or a payment processor.

• DRXP may delay a payout when legally required tax documentation has not been provided.
• DRXP may report payments and issue information returns as required by applicable law.
• DRXP may also deduct or withhold taxes where withholding is legally required.
• Nothing in this Agreement guarantees that compensation will be classified as royalties, nonemployee compensation, commissions, or any particular category for tax purposes.
• The legal and tax classification of payments will be determined under applicable law and DRXP's professional tax guidance.
• You are responsible for obtaining your own tax advice.

32. International Partners

• DRXP may work with Partners located outside the United States.
• International Partners remain responsible for compliance with laws applicable to their own business, income, and tax obligations.
• DRXP may request additional tax documentation or make withholding required by U.S. law, tax treaty rules, payment-provider requirements, or other applicable law.
• Currency-conversion and international-transfer fees imposed by financial institutions may apply.
• Nothing in this Agreement guarantees that DRXP can legally offer every payout method, product, campaign, or sales channel in every country.

33. Intellectual-Property Complaints and Takedowns

DRXP may remove, disable, suspend, or investigate artwork, products, Creator Content, profiles, links, or listings when:

• a copyright complaint is received;
• a trademark complaint is received;
• a right-of-publicity complaint is received;
• ownership is disputed;
• a marketplace or fulfillment provider raises a compliance concern;
• DRXP reasonably believes infringement may have occurred;
• a court or government authority requires action; or
• continued distribution presents material legal risk.

Removal during an investigation does not constitute a determination that either party has violated the law. You agree to reasonably cooperate with legitimate investigations concerning material you submitted, and DRXP may request documentation establishing ownership, licensing, model permission, or other rights.

DRXP is not obligated to litigate on your behalf or finance enforcement of your intellectual-property rights. You remain free to register and enforce your own copyrights and trademarks.

34. DRXP Trademarks and Brand Assets

• DRXP retains all rights in the DRXP.SHOP name, logos, trademarks, website designs, branded graphics, marketing materials, and other DRXP intellectual property.
• During participation, DRXP grants you a limited, revocable, non-exclusive license to use approved DRXP branding solely to promote your authorized relationship with DRXP.
• You may not materially alter the DRXP logo, imply ownership of DRXP, register confusingly similar trademarks or domains, or use DRXP branding in a manner reasonably likely to deceive consumers.
• This permission ends when the partnership ends, except for historical references that accurately describe the former relationship.

35. Confidential Information

Either party may receive nonpublic business information from the other. Confidential information may include: unreleased artwork; unannounced products; campaign plans; nonpublic financial information; account credentials; internal analytics; customer information; private pricing; business strategies; unreleased marketing materials; and other information that a reasonable person would understand to be confidential.

The receiving party will use confidential information only as reasonably necessary for the partnership and will not disclose it to unauthorized third parties. This section does not apply to information that:

• was already lawfully known;
• becomes public through no breach of this Agreement;
• is independently developed without use of confidential information;
• is lawfully received from another source; or
• must be disclosed by law.

Where legally permitted, the receiving party should provide reasonable notice before compelled disclosure.

36. Customer Information

• Customer personal information belongs to the DRXP customer relationship and must be handled in accordance with applicable privacy laws and DRXP's Privacy Policy.
• Partners do not receive ownership of DRXP customer data.
• If DRXP provides limited customer information to a Partner for an authorized business purpose, the Partner may use that information only for that purpose and must protect it from unauthorized use or disclosure.
• Partners may not independently add DRXP customers to marketing lists unless the customer separately provided valid consent.

37. Compliance With Platforms and Providers

• DRXP relies on third-party manufacturers, fulfillment providers, payment processors, hosting providers, marketplaces, advertising platforms, and other services.
• Partner activity and submitted material may therefore be subject to those providers' applicable rules.
• DRXP may take reasonable action necessary to maintain access to those services.
• DRXP does not guarantee uninterrupted availability of any specific provider or marketplace.
• A decision by TikTok, Etsy, a production or fulfillment partner, a payment provider, advertising network, or other third party may require DRXP to suspend or modify a listing even when DRXP itself would otherwise allow the content.

38. Termination by the Partner

• You may terminate participation at any time by providing written notice to DRXP.
• An Artist may also request removal of individual Approved Artwork without terminating the entire relationship.
• After receiving a valid removal request, DRXP will use commercially reasonable efforts to stop accepting new orders for the affected artwork promptly and complete delisting across controlled channels.
• Third-party marketplace caching, already-placed orders, processor delays, or fulfillment workflows may require additional time.
• DRXP may complete orders accepted before the effective removal.
• No termination fee applies.

39. Termination or Suspension by DRXP

DRXP may terminate this Agreement or suspend all or part of a Partner's participation upon reasonable notice for ordinary business reasons.

DRXP may suspend or terminate immediately where reasonably necessary because of:

• suspected intellectual-property infringement;
• fraud;
• payment manipulation;
• material misrepresentation;
• illegal content;
• serious platform-rule violations;
• sexual exploitation of minors;
• threats or harassment;
• security concerns;
• material breach of this Agreement;
• repeated advertising-law violations;
• conduct creating substantial reputational or legal risk; or
• government, court, marketplace, payment-provider, or fulfillment-provider requirements.

Where a breach is reasonably curable and does not present urgent risk, DRXP may provide an opportunity to correct the breach before termination.

40. Effect of Termination

Following termination:

• DRXP will stop offering newly placed orders for terminated artwork or campaigns within a commercially reasonable period;
• already accepted customer orders may be completed;
• customer service, refunds, returns, reprints, and chargebacks may continue to be processed;
• DRXP will calculate any final valid compensation owed;
• DRXP may maintain reasonable reserves for pending chargebacks, returns, or disputed transactions;
• confidential information remains protected;
• licenses necessary to fulfill orders already accepted remain in effect until fulfillment is complete;
• DRXP may retain archival copies necessary for accounting, tax, legal, licensing, and dispute records; and
• provisions intended by their nature to survive termination remain effective.

Termination does not eliminate rights or obligations that accrued before termination.

41. Records and Historical Marketing

• After an artwork or partnership is terminated, DRXP will not manufacture new products using terminated artwork except to fulfill orders validly accepted before termination.
• DRXP may retain private archival copies of artwork as evidence of historical authorization, transactions, accounting, disputes, tax matters, or legal compliance.
• Previously published social posts, press articles, completed campaign recaps, customer order histories, and similar historical materials do not necessarily have to be deleted solely because the partnership ended, provided they are not used to falsely imply that a terminated partnership remains active.

42. No Guarantee of Sales or Results

DRXP does not guarantee: a minimum number of sales; a minimum payout; specific profit margins; specific website traffic; social-media reach; advertising performance; marketplace placement; search rankings; creator growth; continued supplier pricing; continued product availability; or continued availability of any third-party platform.

Business forecasts, calculators, estimated earnings, example pricing, sample margins, and projected conversion rates are informational estimates and not guarantees. Actual results may differ.

43. Partner Indemnification

To the extent permitted by law, you agree to defend, indemnify, and hold harmless EP Portfolio, LLC, DRXP.SHOP, and their owners, officers, employees, contractors, and agents from third-party claims, damages, liabilities, judgments, penalties, reasonable legal fees, and expenses arising from:

• artwork or content you submitted that infringes intellectual-property rights;
• your lack of authority to grant rights promised under this Agreement;
• violation of another person's privacy or publicity rights;
• your material violation of applicable advertising or endorsement law;
• fraud committed by you;
• your intentional misconduct;
• material breach of your representations or warranties; or
• tax obligations legally imposed on you.

DRXP may control the defense of a claim involving DRXP, but will not enter a settlement that personally admits wrongdoing by you or imposes a nonmonetary obligation on you without your reasonable consent. You must reasonably cooperate in the defense of covered claims.

44. DRXP Indemnification

To the extent permitted by law, DRXP will defend and indemnify you against a third-party claim arising directly from:

• DRXP's knowing use of your artwork outside the license you granted;
• a material alteration to your artwork made by DRXP without authorization where that alteration itself creates the claim; or
• a product defect caused solely by manufacturing or fulfillment controlled by DRXP or its provider and unrelated to your artwork.

This obligation does not apply to claims caused or contributed to by material you submitted, rights you failed to obtain, or instructions you provided.

45. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT, INCLUDING LOST OPPORTUNITIES OR ANTICIPATED PROFITS, EXCEPT WHERE SUCH LIMITATION IS PROHIBITED BY LAW.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DRXP'S AGGREGATE LIABILITY ARISING FROM THIS AGREEMENT WILL NOT EXCEED THE GREATER OF:

• (A) THE AMOUNT DRXP PAID OR OWES THE PARTNER DURING THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM; OR
• (B) FIVE HUNDRED U.S. DOLLARS.

THIS LIMIT DOES NOT ALLOW DRXP TO AVOID PAYING VALID ARTIST SHARE OR COMMISSIONS ALREADY EARNED.

THE LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT LEGALLY BE LIMITED OR EXCLUDED.

46. Disclaimer

Except for obligations expressly stated in this Agreement, DRXP programs, dashboards, websites, services, marketing tools, and sales opportunities are provided on an “as available” basis.

DRXP does not warrant that third-party platforms, suppliers, payment processors, marketplaces, or fulfillment systems will operate without interruption or error. Nothing in this section eliminates obligations that cannot legally be disclaimed.

47. Governing Law

This Agreement is governed by the laws of the State of Texas, United States, without regard to conflict-of-laws principles, except where mandatory law requires otherwise. Mandatory rights that cannot legally be waived under the law applicable to a Partner remain unaffected.

48. Dispute Resolution

• Before filing a lawsuit concerning this Agreement, the complaining party will provide written notice describing the dispute and requested resolution.
• The parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after notice.
• Nothing prevents either party from promptly seeking temporary or injunctive relief where reasonably necessary to protect intellectual property, confidential information, account security, or prevent imminent harm.
• If the dispute cannot be resolved informally, exclusive jurisdiction and venue will lie in the state or federal courts having jurisdiction in Harris County, Texas, unless mandatory law requires another forum.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY WAIVES THE RIGHT TO A TRIAL BY JURY FOR CLAIMS ARISING DIRECTLY FROM THIS AGREEMENT.

49. Privacy

DRXP's collection and handling of Partner personal information is governed by the DRXP.SHOP Privacy Policy. The Privacy Policy is incorporated into this Agreement by reference with respect to DRXP's processing of personal information.

50. Changes to This Agreement

DRXP may update this Agreement as the program, law, technology, providers, or business operations change.

• For material changes affecting existing Partners, DRXP will provide reasonable advance notice by email, Partner dashboard, or another reasonable method.
• No future change will retroactively reduce Artist Share or Creator commission already earned.
• A Partner’s contractual Artist Share — including the closed Founding Partner 90% rate and the Starter Partner 80% rate — will not be reduced through a general update to this Agreement.
• A material expansion of the artwork license or a material reduction to an existing Partner's compensation percentage requires additional agreement where required by law or by the terms of this Agreement.
• Changes reasonably required immediately by law, government action, payment-provider requirements, intellectual-property complaints, safety concerns, or marketplace rules may take effect sooner.

51. Assignment

• You may not assign this Agreement or transfer your Partner account to another party without DRXP's written consent.
• If ownership of Approved Artwork is legally transferred to another person, you must promptly notify DRXP.
• DRXP may assign this Agreement in connection with a merger, acquisition, corporate restructuring, financing, sale of substantially all relevant assets, or transfer of the DRXP business, provided the successor assumes DRXP's applicable obligations.

52. Force Majeure

Neither party is responsible for delay or failure caused by circumstances reasonably outside its control, including natural disasters, severe weather, war, terrorism, civil unrest, government action, labor interruptions, internet outages, cyberattacks, carrier interruptions, supplier shortages, manufacturing shutdowns, platform outages, or payment-network failures.

Payment obligations for amounts already finally earned are not permanently excused by this section.

53. Severability

If a provision of this Agreement is held invalid or unenforceable, it will be interpreted or limited to the minimum extent necessary to make it enforceable where possible. The remaining provisions remain effective.

54. Waiver

A party's failure to enforce a provision on one occasion does not waive the right to enforce that provision later. A waiver is effective only when clearly communicated by the party granting it.

55. Entire Agreement

This Agreement, together with applicable acceptance notices, Compensation Notices, Campaign Orders, approved collaboration splits, incorporated policies, and other written terms expressly made part of the relationship, constitutes the agreement between the parties regarding the Partner Program.

It supersedes prior oral discussions or informal statements concerning the same subject matter to the extent those statements conflict with this Agreement.

Marketing copy, calculators, examples, FAQs, Discord discussions, and informal messages do not modify this Agreement unless the parties clearly agree in writing that the communication modifies a contractual term.

56. Order of Precedence

If documents conflict, they control in the following order:

1. A signed or expressly accepted Campaign Order or individual written amendment, but only for the subject it covers.
2. An individual written Compensation Notice establishing the Partner's applicable percentage or rate.
3. This Agreement.
4. General published program policies and FAQs.

Nothing in a lower-ranking document may override a Founding Partner's locked compensation percentage unless the Partner expressly agrees in writing.

57. Notices

Routine program communications may occur through email, Partner dashboard, Discord, or other contact methods supplied by you.

Formal notices concerning termination, legal disputes, intellectual-property claims, or material amendments should be sent by email to the addresses maintained by each party. Notices to DRXP may be sent to:

DRXP.SHOP
EP Portfolio, LLC
Email: support@drxp.shop

DRXP may send notices to the most recent email address associated with your Partner account. You are responsible for keeping that address current.

58. Electronic Records and Signatures

• The parties consent to conducting this relationship electronically.
• Checking an acceptance box, typing a signature, electronically signing a document, accepting a Campaign Order electronically, or using another electronic acceptance method provided by DRXP may constitute an electronic signature.
• Electronic copies of this Agreement, acceptance records, timestamps, IP logs, application records, emails, Compensation Notices, Campaign Orders, and other business records may be maintained as evidence of the parties' agreement and transactions.
• You should retain a copy of the Agreement in effect when you accept it.

59. Survival

Sections concerning ownership, payment obligations, tax responsibilities, confidentiality, intellectual-property claims, historical records, indemnification, limitations of liability, dispute resolution, governing law, and any other provision that by its nature should survive will remain effective after termination.

60. Partner Acceptance

By accepting electronically, the Partner confirms:

• I have read and understand this Agreement.
• I am legally authorized to enter into it.
• The information I provided to DRXP is accurate to the best of my knowledge.
• If I submit artwork, I have the rights necessary to grant the licenses described above.
• If I participate as a Creator or Affiliate, I agree to comply with applicable advertising and sponsorship disclosure requirements.
• If I bring artists to DRXP as an art studio or collective, I have each Studio Artist's permission and agree to the studio terms.
• I understand that DRXP does not guarantee sales, income, commissions, traffic, or marketing results.
• I understand my compensation terms are determined by the Partner tier, Compensation Notice, or Campaign Order applicable to me.
• I agree that my electronic signature or acceptance may be treated as my signature to this Agreement.