THIS AFFILIATE MARKETING AGREEMENT (“Agreement”), effective as of ___________, 2026 (the “Effective Date”), is made by and between UNICO INC, a California corporation dba Tinto Amorío (“Company”) and _________, a publisher located in the State of _________________ (“Publisher”). RECITALS WHEREAS, it is in the interest of the Company and Publisher for Publisher to create certain media content for the promotion and marketing of certain brands and/or products of the Company from time to time in accordance with Company guidelines. WHEREAS, the Parties desire to enter into this Agreement to memorialize the terms and conditions by which Publisher will engage in media creation and brand and/or product promotion and marketing activities for and at the direction of the Company. NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties, intending to be legally bound, hereby agree as follows:AGREEMENTSECTION 1.Term and Termination. This Agreement shall be effective as of the Effective Date and shall continue in force until terminated (i) by mutual agreement of the Parties, (ii) by the Company after first having given Publisher at least ten (30) days prior written notice of its intention to terminate this Agreement, (iii) upon the performance by the Publisher of all of its obligations hereunder, which shall conclude 60 days after publishing of content; or (iv) by the Company immediately upon notice to Publisher in the event a material breach of this Agreement remains uncured after five (5) days written notice to Publisher that it is in material breach of the Agreement. SECTION 2.Content and Assignment. Publisher hereby agrees to create media content featuring the Company’s “Tinto Amorío” wine products and the Publisher pursuant to the guidelines set forth on Exhibit A attached hereto and incorporated herein, (the “Guidelines”) which such media content shall include but is not limited to written blog posts, articles, still and motion picture photography of the Company’s “Tinto Amorío” wine products and the Publisher (the “Content”). SECTION 3.Temporary and Revocable License. The Company hereby grants to Publisher a non-exclusive, non-sub licensable, non-transferable right to the Property for the exclusive purpose of the distribution of the Content by Publisher on the Publisher’s websites, blogs, social media accounts in accordance with the Guidelines (the “License”). The License shall automatically terminate and expire at the termination of this Agreement in accordance with Section 1 of this Agreement. SECTION 4.Payment Terms. In consideration of the transfer of the Property to the Company in accordance with the terms of this Agreement, Company hereby agrees to pay to the Publisher the amount of 10% of Total dollar sales attributed to Published content which shall be deemed earned by Publisher upon the generation of sales to new customers and not associated with campaigns agreed to outside of ShareASale. Only eligible on the initial payment/shipment through a wine club, subsequent payments/shipments are not eligible for rewards. Payable by the Company within sixty (60) business days of such generation.SECTION 5.Indemnity. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY ("INDEMNIFYING PARTY") AGREES TO RELEASE, DEFEND, INDEMNIFY, AND HOLD THE OTHER PARTY AND THE OTHER PARTY'S AFFILIATED ENTITIES AND THEIR PARENTS, SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, AND EMPLOYEES (COLLECTIVELY, “INDEMNITEES”) HARMLESS FROM AND AGAINST ANY LIABILITY, LOSSES, DAMAGES, COMPLAINTS, CAUSES OF ACTION, ADMINISTRATIVE LAW ACTIONS AND ORDERS, PENALTIES, FINES, EXPENSES, COSTS (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES), CLAIMS, OR STRICT LIABILITY CLAIMS (COLLECTIVELY, “LIABILITY/CLAIMS”) ARISING OUT OF, INCIDENT TO, OR INCURRED AS A RESULT, DIRECTLY OR INDIRECTLY, OF INDEMNIFYING PARTY'S PERFORMANCE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO (i) ANY DAMAGE TO OR LOSS OF PROPERTY OF INDEMNITEES, (ii) ANY FAILURE OF INDEMNIFYING PARTY TO FULLY COMPLY WITH ALL FEDERAL, STATE AND LOCAL LAWS, RULES, DECREES, ORDERS, REGULATIONS, BY-LAWS, ORDINANCES AND CODES APPLICABLE TO THIS AGREEMENT, OR APPLICABLE TO ANY WORK PERFORMED FOR OR ON BEHALF OF INDEMNIFYING PARTY, AND (iii) DAMAGE TO PROPERTY, DAMAGE TO THE ENVIRONMENT, OR INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT, OR OTHER PROPERTY RIGHT. INDEMNIFYING PARTY SHALL INDEMNIFY INDEMNITEES AGAINST ANY AND ALL LIABILITY OR CLAIMS REGARDLESS OF WHETHER ANY HARM ARISING FROM ANY OF THE FOREGOING IS TO INDEMNIFYING PARTY, INDEMNITEES OR OTHER EMPLOYEES OR OFFICERS OF EITHER, OR ANY OTHER PERSON OR ENTITY, AND REGARDLESS OF HOW SUCH LIABILITY OR CLAIMS ARE CAUSED (BY INDEMNITEES’ NEGLIGENCE, THE NEGLIGENCE OF THIRD PARTIES, OR OTHERWISE), BUT EXCLUDING LIABILITY OR CLAIMS TO THE EXTENT CAUSED BY THE GROSS NEGLIGENCE OF INDEMNITEES. INDEMNIFYING PARTY'S DUTIES UNDER THIS PARAGRAPH SHALL SURVIVE THE TERMINATION, REVOCATION, OR EXPIRATION OF THIS AGREEMENT. INDEMNIFYING PARTY SHALL FULLY DEFEND INDEMNITEES AGAINST ANY SUCH CLAIMS, DEMANDS, OR ACTIONS AT INDEMNIFYING PARTY'S SOLE EXPENSE, EVEN IF THE SAME ARE GROUNDLESS. INDEMNITEES SHALL HAVE THE RIGHT TO CHOOSE THE ATTORNEYS RETAINED TO REPRESENT THEM IN THE EVENT OF ANY CLAIM COVERED BY THIS PROVISION.SECTION 6.Limitation of Liability. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, CREATOR WAIVES ANY AND ALL RIGHTS, CLAIMS OR CAUSES OF ACTION AGAINST COMPANY ARISING UNDER THIS AGREEMENT FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, REMOTE, OR SPECULATIVE DAMAGES (WHETHER IN TORT, CONTRACT, OR OTHERWISE).SECTION 7.Notice of Claim and Opportunity to Defend. Each Party shall notify the other promptly after receiving notice of any claim, demand, or action covered by this Agreement, or arising out of or as a result of the services performed pursuant to this Agreement, and shall afford the other Party full opportunity to assume the defense of such claim, demand, or action, and to protect itself.SECTION 8.No Third-Party Beneficiaries. The Parties hereto expressly represent and agree that there are no third-party beneficiaries to this Agreement, including but not limited to agents, officers, employees, consultants, or contractors of either party or officers, employees, or agents of such consultants or contractors.SECTION 9.Relationship of the Parties. It is acknowledged and agreed that this Agreement is not intended to create, nor be deemed or construed to create, a partnership, joint venture or association or a trust. It is acknowledged and agreed that this Agreement shall not be deemed or construed to authorize any Party to act as an agent, servant or employee for any other Party for any purpose whatsoever except as explicitly set forth in this Agreement. In their relations with each other under this Agreement, the Parties shall not be considered fiduciaries but rather are free to act at arm’s length in accordance with their own respective interests.SECTION 10.Assignment. It is acknowledged and agreed that this Agreement may not be assigned or otherwise transferred by either Party without the written consent of the other Party.SECTION 11.Compliance with Laws. It is acknowledged and agreed that in the performance of this Agreement, Company and Creator shall each comply with all prevailing and applicable federal, state and local laws, ordinances, and regulations. SECTION 12.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to any conflicts or choice of law principles that might otherwise apply. Proper venue for any action or claim under this Agreement shall be any court of competent jurisdiction in Los Angeles, California. SECTION 13.Survival. Termination of this Agreement will not relieve either Party of any obligation that by its nature survives, including, but not limited to, confidentiality, warranty, and indemnity.SECTION 14.PPC. Publisher shall be restricted from Pay-Per-Click bidding on terms and keywords related to the Company. Specifically: Tinto Amorio, Tinto Wine, Monje Wine, Jajaja, Wine, No Pasa Nada Wine. As well as any combinations in addition to the above keywords, such as but not limited to: "Tinto Amorio Wines," and "Tinto Amorio Natural Wines". Breach of PPC restrictions will result in termination of the agreement, and clawback of any paid funds by the Company to the Publisher.
