Think Tank
Photo Affiliate Terms and Conditions

Last modified: May
16, 2019

1.         General

These terms and conditions (the "Affiliate
Agreement") govern the affiliate program (the “Affiliate Program”) of
Think Tank Photo Inc. ("Think Tank Photo," "we,"
or "us"). These terms and conditions represent the whole
agreement and understanding between Think Tank Photo and the individual or
entity that participates in the Affiliate Program (the "Affiliate,"
or "you").

Please read this agreement carefully as it represents a
legally binding agreement between you and Think Tank Photo. By submitting your
application and/or by your continued use of the Affiliate Program, you agree to
comply with all of the terms and conditions set out in this Affiliate
Agreement. The Affiliate Agreement will terminate as stated in Section
6 below.

2.         Eligibility

Affiliate applicant must be
active in the photography industry as a professional or amateur
photographer/videographer, instructor, student, camera club director, photo or video
salesperson, or similar. Photographers who shoot pornography or content involving
illegal activities will be ineligible from the Affiliate program.

3.         Referral
Tracking

Think Tank Photo will provide the Affiliate with specific referral
links (the “Referral Links”) in order to link advertisements and other
marketing content to Think Tank Photo. Think Tank Photo will track users who
have visited these Referral Links using cookies which will expire 365 days
after the link has been distributed. Only users who make a purchase while the
cookie is active will be considered referrals of the Affiliate and recorded as
such on the Affiliate online dashboard.

The Affiliate is not authorized to modify or alter the
Referral Links or the cookies in any way. Think Tank Photo is not responsible
for any tracking or reporting errors that may result from any modifications to
the Referral Link or the cookies.

4.         Affiliate Commissions and Payouts

A referral will become eligible for payout ("Eligible
Referral") at the end of the next calendar month if it meets all of
these criteria:

·      
the
referral makes a purchase of a new Think Tank product, and

·      
the
referral's account has not had any of its payments refunded, charged back or
otherwise reversed.

All web page error requests (such as 403 errors or 404
errors) will direct traffic to a default Think Tank Photo error page. This
error page informs visitors that the web page they are looking for cannot be
found, and may include, but without limitation to, the following:

·      
links
to additional products and services offered by Think Tank Photo, and/or

·      
an Internet
search engine interface.

The Affiliate is entitled to receive a percentage of each
sale (as outlined in the specific program each Affiliate qualifies for) in
United States Dollars for each active Eligible Referral that is recorded in the
Affiliate online dashboard ("Affiliate Commissions").

All
Affiliate Fee payments will be payable in United States Dollars only, except as
otherwise determined by Think Tank Photo in its sole discretion. Payment will
be made by check or through PayPal three times per calendar year in May,
September, and January.

For
Affiliates opting for Commissions to be payable by PayPal outstanding Commissions will be
paid three times per year in May, September, and January regardless of the
amount of outstanding Commission balance that is owed.

For
Affiliates opting for Commissions to be payable by check outstanding Commissions will be
paid only when the Affiliate has at least $20.00 USD in eligible referral
Commissions that are pending payout. 
Affiliates opting for Commissions to be payable by check who have earned $19.99 USD or less
by December 31st of each calendar year will have their outstanding
Commission balance paid in full in January of the following calendar year.

In the event of any activity deemed suspicious by Think
Tank Photo, Think Tank Photo may delay the payment of Affiliate Commissions by up to six (6) calendar months from the date of
initiation of the investigation to verify the relevant transactions. Think Tank
Photo reserves the right to recalculate, void, or disqualify any referrals or
Affiliate Commissions in the event of any fraudulent, deceptive or otherwise
illegal activity.

5.         Advertisements and Grant of License

Think Tank Photo grants the Affiliate a non-exclusive,
non-transferable, revocable right to (a) access Think Tank Photo’s site through
HTML links solely in accordance with the terms of this Affiliate Agreement and
solely in connection with such links (b) use the Think Tank Photo and MindShift
trademarks for the sole purpose of promoting our service within the context of
the Affiliate Program. This license will expire upon termination of the
Affiliate's participation in the Affiliate Program.

The Affiliate may only display advertisements
that depict the Think Tank Photo and MindShift logos and trademarks in a
professional manner. The Affiliate may not
use Think Tank Photo and MindShift logos or trademarks in a manner that, in
Think Tank Photo's sole discretion, portrays Think Tank Photo in a negative
light.

The Affiliate will be solely responsible for the
Affiliate’s own marketing activities. All marketing activities must be
professional and in full compliance with all applicable laws.

Affiliates may NOT engage in pay-per-click advertising on
platforms such as Google, Yahoo, Bing or other search engine using the Think
Tank or Mindshift trademarks, logos, websites, or products. This is in direct competition with Think Tank
Photo’s own marketing activities. Any violations will result in an initial
one-time warning, and then termination from the Affiliate program upon
subsequent offenses.

Think Tank Photo may, without prior notice and in its sole
discretion, require the Affiliate to remove or modify any advertisements
associated with Think Tank Photo or MindShift trademarks or products.

6.         Termination

The Affiliate may terminate the Affiliate's participation
in the Affiliate Program with immediate effect by giving Think Tank Photo a
written notice of termination by email sent to [email protected].

Think Tank Photo reserves the right to terminate by e-mail
notification the Affiliate's participation in the Affiliate Program at any time
for 1) conduct that is in material breach of this Affiliate Agreement, 2) for
conduct that Think Tank Photo, in its sole discretion, deems to be harmful to
its business or to any third party, 3) for the Affiliate’s failure to
participate in the Affiliate Program for more than twelve (12) consecutive
months.

Upon termination, the Affiliate will be paid any final
outstanding Affiliate Commissions, will lose access to the Affiliate online dashboard,
and will have their Affiliate account closed.

Think Tank Photo has the right to monitor any Affiliate’s website
or social media sites at any time to determine whether they are following the
terms and conditions of the Affiliate Agreement. Think Tank Photo reserves the
right to terminate the Affiliate’s participation in the Affiliate Program if
the Affiliate does not make changes to the Affiliate’s website or social media
sites that Think Tank Photo
believes are necessary.

7.         Relationship of Parties

Think Tank Photo and the Affiliate are independent
contractors. Nothing in this Affiliate Agreement will create any partnership,
employment, representative, agency, or joint venture relationship between the
parties. The Affiliate has no authority to act on Think Tank Photo's behalf.
The Affiliate will not make any statement, whether on its website or otherwise,
that would suggest or reasonably would contradict anything in this section.

8.         Limitation of Liability

The Affiliate Program is provided
on an "as is" and "as available" basis and the use of the
Affiliate Program is at the Affiliate's own risk. Think Tank Photo makes no
representations or warranties, either expressed or implied, with respect to the
Affiliate Program, or any service or information provided through the Affiliate
Program.

Think Tank Photo is not
responsible for any damages, injury or economic loss arising from the use of
Affiliate Program. Should any part of the Affiliate Program cause damage or
inconvenience to the Affiliate or anyone claiming through the Affiliate, the
Affiliate assumes responsibility and the entire cost for them.

9.         Indemnification

The Affiliate will indemnify and
hold harmless Think Tank Photo, its directors, officers, employees, agents,
subsidiaries, and third parties from and against any losses, damages,
liabilities, claims, judgments, settlements, fines, costs and expenses
(including reasonable related expenses, legal fees, costs of investigation)
arising out of or relating to the Affiliate's operations or use of the
Affiliate Program.

10.       Modification

Think Tank Photo may, in its sole discretion, change or
modify this Affiliate Agreement at any time. Notification of changes or modifications
to the Affiliate Agreement will be emailed to Affiliates as well as posted on
these web addresses:

https://www.thinktankphoto.com/pages/general-affiliate-landing

https://www.thinktankphoto.com/pages/education-affiliate-landing

https://www.thinktankphoto.com/pages/camera-club-affiliate-landing

https://www.thinktankphoto.com/pages/workshop-affiliate-landing

The Affiliate is responsible for reading this document
from time to time to ensure that the Affiliate’s use of the Affiliate Program
remains in compliance with this Affiliate Agreement.

The Affiliate may not amend or waive any provision of this
Affiliate Agreement unless in writing and signed by both the Affiliate and
Think Tank Photo.

If any modification is unacceptable to the Affiliate, the
Affiliate’s sole recourse shall be to terminate its participation in this
Affiliate Agreement. The Affiliate's continued participation in the Affiliate
Program will constitute binding acceptance of such modifications.

11.       Miscellaneous

The Affiliate warrants and represents that the Affiliate,
if a natural person, is over the age of 18 and is qualified to enter into this
Affiliate Agreement.

The Affiliate warrants and represents that the Affiliate’s
actions and participation in the Affiliate Program are in compliance with all
applicable laws, rules, regulations, and any requirements of governmental
authority at all times. Think Tank Photo reserves the right to terminate the
Affiliate's participation in the Affiliate Program if Think Tank Photo
determines, in its sole discretion, that the Affiliate's actions or its
participation in the Affiliate Program is in violation of any laws, rules, regulations,
or any requirements of governmental authority.

This Affiliate Agreement constitutes the entire
understanding between Think Tank Photo and the Affiliate. This Affiliate
Agreement supersedes any other contracts or understandings between the parties
hereto. Neither party shall be bound by any statements or representations that
are not embodied in this Agreement.

The Affiliate may not assign the Affiliate’s rights or
obligations under this Affiliate Agreement to any party, except to a party who
obtains all or substantially all of the business or assets of a third party.

Any dispute arising in relation to this Affiliate
Agreement shall be exclusively resolved in the
California courts of Sonoma County or the U.S. District Court for the Northern
District of California, United States of America,
as appropriate.

This Affiliate Agreement shall be governed by and
interpreted in accordance with the laws of California without regard to
conflict of laws principles.

The headings and titles contained in this Affiliate
Agreement are included for convenience only and shall not limit or otherwise
affect the terms of this Affiliate Agreement.

If any provision of this Affiliate Agreement is held to be
invalid or unenforceable, that provision shall be eliminated or limited to the
minimum extent necessary to effectuate the intent of the parties, and the
remainder of this Affiliate Agreement shall have full force and effect.