HVPPY

Silly Plants LLC / HVPPY Affiliate Program

AFFILIATE AGREEMENT

PLEASE READ THE ENTIRE AGREEMENT.

YOU MAY COPY OR PRINT THIS PAGE FOR YOUR RECORDS.

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND SILLY PLANTS LLC.

BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.

1. Overview

This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in Silly Plants LLC's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the Silly Plants LLC web site. Please note that throughout this Agreement, "we," "us," and "our" refer to Silly Plants LLC, and "you," "your," and "yours" refer to the affiliate.

2. Affiliate Obligations

2.1. To begin the enrollment process, you will complete and submit the online application at our designated affiliate network platform. The fact that we auto-approve applications does not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:

• - Promotes sexually explicit materials;
• - Promotes violence;
• - Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
• - Promotes illegal activities;
• - Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law;
• - Includes "Silly Plants", "GET HVPPY", "HVPPY", "gethvppy.com" or variations or misspellings thereof in its domain name;
• - Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion;
• - Contains software downloads that potentially enable diversions of commission from other affiliates in our program;
• - The design of your website, or any other website that you operate, explicitly or in an implied manner resembles our website in a manner which leads customers to believe you are Silly Plants LLC, HVPPY, gethvppy.com, or any other affiliated business.

2.2. As a member of Silly Plants LLC's Affiliate Program, you will have access to our Affiliate Account Manager. Here you will be able to review our Program's details and previously-published affiliate newsletters, download HTML code (that provides for links to web pages within the gethvppy.com or Silly Plants LLC designated web site) and banner creatives, browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code provided for each banner, text link, or other affiliate link available to you.

2.3. Silly Plants LLC reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.

2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.

2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.

3. Silly Plants LLC Rights and Obligations

3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify further you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Silly Plants LLC Affiliate Program.

3.2. Silly Plants LLC reserves the right to terminate this Agreement and your participation in the Silly Plants LLC Affiliate Program immediately and without notice to you should you commit fraud in your use of the Silly Plants LLC Affiliate Program or should you violate this agreement or abuse this program in any way. If such fraud or abuse is detected, Silly Plants LLC shall not be liable to you for any commissions for such fraudulent sales.

3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.

4. Termination

Either you or we may end this Agreement AT ANY TIME, with or without cause, and without notice. In addition, this Agreement will terminate immediately without notice upon any breach of this Agreement by you.

5. Modification

We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Silly Plants LLC's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Silly Plants LLC's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.

6. Payment

Silly Plants LLC uses a third party to handle all of the tracking and payment. Kindly review the network's payment terms and conditions.

7. Access to Affiliate Account Interface

You will create a password so that you may enter our secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.

8. Promotion Restrictions

8.1. You are free to promote your own web sites, but naturally any promotion that mentions Silly Plants LLC or HVPPY could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Silly Plants LLC. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Silly Plants LLC or HVPPY so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Silly Plants LLC or HVPPY so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Silly Plants LLC and HVPPY. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Silly Plants LLC Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.

8.2. Coupon Exclusivity: Affiliates may be given exclusive discount codes. These discount codes are exclusive to the affiliate in whom they are issued and must not be shared with any other affiliate or used on any other affiliate network. Affiliates may only promote exclusive codes on websites they own or on social media using only accounts that they own. Any email promotion must not be from purchased mailing lists, and all contacts must have opted in. It is the affiliate's responsibility to ensure their exclusive codes are not posted on 3rd party websites. Any affiliates found promoting their discount codes on 3rd party websites or on social media accounts that they do not own will be result in removal from our program without notice.

8.3. Affiliates may not copy discount codes from our email newsletters or use any other affiliates' exclusive codes. The promotion of any discount codes not posted in the creatives on our affiliate network is strictly prohibited and will result in immediate termination from our program without notice. Promotion of fake or expired discount codes is strictly prohibited. Any affiliates caught sharing prohibited discount codes may be immediately removed from our program without notice.

8.4. Coupon websites are prohibited from our program. "Coupon websites" are defined as any website who's primary purpose is posting deals and coupon codes with the intent to receive commissioned clicks. Any affiliates found to be utilizing coupon websites may be immediately terminated from our program without prior notice. The use of technology such as java scripts to conceal discount codes with a "click to reveal" is strictly prohibited. Coupon codes are reserved for influencers and bloggers and are not to be shared on coupon websites. We may disable any coupon codes at any time without notice. It is the Affiliates' responsibility to ensure any codes they promote comply with these terms.

8.5. Affiliates that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Silly Plants LLC, sillyplants, silly plants, www.sillyplants, www.SillyPlants.com, HVPPY, GET HVPPY,  gethvppy.com, and/or any misspellings or similar alterations of these, be it separately or in combination with other keywords, and direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from Merchant's Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.

8.6. Affiliates are not prohibited from keying in prospect's information into the lead form as long as the prospects' information is real and true, and these are valid leads (i.e. sincerely interested in Merchant's service).

8.7. Affiliate shall not transmit any so-called "interstitials," "Parasiteware," "Parasitic Marketing," "Shopping Assistance Application," "Toolbar Installations and/or Add-ons," "Shopping Wallets" or "deceptive pop-ups and/or pop-unders" to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited Merchant's site (i.e., no page from our site or any Silly Plants LLC's content or branding is visible on the end-user's screen). As used herein a. "Parasiteware" and "Parasitic Marketing" shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, MSN, Yahoo, Bing, and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open Silly Plants LLC's or HVPPY’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.

8.8. Affiliates shall not use software, code, or javascript to cover up coupon codes requiring a commissioned click to reveal. We reserve the right to terminate any affiliate who violates this agreement without notice and to void any commissions generated from click to reveal codes.

8.9. We reserve the right to void any commissions for any reason including but not limited to agreement violations, commissions generated after a customer has already landed on our site, or any other commissions that violate this agreement.

8.10  AI, Generative Search, and Answer Engines

8.10.1  Definitions. "AI Platforms" means generative AI services, large language models, AI-powered search experiences, and answer engines, including (without limitation) ChatGPT, Perplexity, Google Gemini and Google AI Overviews / Search Generative Experience (SGE), Microsoft Copilot, Anthropic Claude, xAI Grok, Meta AI, and any successor or comparable services. "AI-Generated Content" means text, images, audio, video, or other media generated in whole or in material part by AI Platforms.

8.10.2  Extension of Brand-Bidding Prohibition. The prohibitions in Section 8.5 on bidding on Merchant trademarks apply with equal force to paid placements, sponsored answers, sponsored citations, or other commercial placements within AI Platforms, including paid placements triggered by or associated with Merchant trademarks or variations thereof. Affiliate may not pay any AI Platform to surface Affiliate's content, links, or offers in response to prompts that reference Merchant, HVPPY, Silly Plants, gethvppy.com, or any Merchant trademark or misspelling thereof.

8.10.3  AI-Generated Content Standards. Affiliate may use AI Platforms as writing or research aids, but Affiliate remains solely responsible for the accuracy, legality, and compliance of all content published about Merchant, HVPPY, or Merchant products, regardless of whether such content was human- or AI-generated. Affiliate shall (a) meaningfully review and fact-check all AI-Generated Content before publication; (b) not publish scaled or bulk AI-Generated Content whose primary purpose is to capture keyword variants rather than provide genuine value to readers; and (c) comply with all applicable AI-content disclosure obligations, including the FTC Endorsement Guides and any platform-specific AI-content labeling requirements.

8.10.4  Synthetic Endorsements and Misrepresentation Prohibited. Affiliate shall not publish or distribute: (a) AI-generated fake reviews, testimonials, or endorsements; (b) synthetic audio, video, or images (including "deepfakes") depicting any Merchant employee, founder, agent, customer, or any real person endorsing Merchant; (c) content that impersonates Merchant, Merchant personnel, or customers; or (d) AI outputs that contain false or misleading claims about Merchant, its products, or their effects. Any content depicting or quoting a real person requires that person's verifiable written consent.

8.10.5  No Unauthorized Scraping or Training. Affiliate shall not (a) scrape, crawl, harvest, or otherwise extract content from Merchant's websites, product pages, images, or marketing materials for the purpose of training, fine-tuning, or otherwise developing AI models; (b) submit Merchant's proprietary content to any AI Platform in a manner that would license such content to the AI Platform operator; or (c) use retrieval-augmented generation (RAG), custom GPTs, or similar systems grounded on unauthorized copies of Merchant content. Nothing in this section prohibits Affiliate from linking to Merchant's publicly-available pages using Affiliate's assigned tracking links.

8.10.6  Operational Detail. Further operational requirements, including specific AI-content disclosure standards and the non-exhaustive list of AI Platforms covered by this Section, are set forth in Exhibit A (PPC, Trademark, Conduct, and Compliance Policy), as amended from time to time.

9. Grant of Licenses

9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Silly Plants LLC's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of Silly Plants LLC and the good will associated therewith will inure to the sole benefit of Silly Plants LLC.

9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.

10. Disclaimer

SILLY PLANTS LLC MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SILLY PLANTS LLC SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF SILLY PLANTS LLC ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

11. Representations and Warranties

You represent and warrant that:

11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;

11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;

11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.

12  Compliance with Advertising and Supplement Laws

12.1  General. Merchant's products, including the HVPPY-branded Kanna (Sceletium tortuosum) product line, are dietary supplements regulated under the Federal Food, Drug, and Cosmetic Act, the Dietary Supplement Health and Education Act of 1994 ("DSHEA"), and related federal and state laws. Affiliate acknowledges that advertising claims about dietary supplements are subject to strict federal and state oversight by the U.S. Food and Drug Administration (FDA), the Federal Trade Commission (FTC), and state attorneys general.

12.2  Prohibited Claims. Affiliate shall not make, cause to be made, or permit on any Affiliate-controlled property any statement, image, or representation that: (a) claims or implies that a Merchant product diagnoses, treats, cures, mitigates, or prevents any disease or medical condition; (b) compares a Merchant product to any prescription or over-the-counter drug, including any SSRI, SNRI, MAOI, benzodiazepine, antidepressant, anxiolytic, stimulant, opioid, or controlled substance; (c) describes a Merchant product as a recreational drug, intoxicant, or means of achieving a "high"; (d) states or implies specific dosing beyond label directions; (e) recommends use by pregnant or nursing persons, persons under 18, or persons with medical conditions or taking medications, without directing the consumer to consult a licensed healthcare provider; or (f) omits the required FDA disclaimer when making a permitted structure-function claim.

12.3  FTC Endorsement Guides. Affiliate shall comply with the FTC Endorsement Guides (16 C.F.R. Part 255), the FTC's Guides Against Deceptive Pricing, the FTC's Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), and, where applicable, international equivalents including the UK CAP Code and the EU Unfair Commercial Practices Directive. Affiliate shall clearly and conspicuously disclose the material connection between Affiliate and Merchant in every piece of sponsored or affiliate content, using disclosures that are unavoidable and in the same language as the content.

12.4  Indemnification Carve-In. Without limiting Section 13 (Indemnification) of the Main Agreement, Affiliate's indemnification obligations expressly include Losses arising from Affiliate's violation of this Section 11A, any FDA or FTC enforcement action triggered by Affiliate's content or representations, and any state or private consumer-protection claim arising from Affiliate's representations concerning Merchant or its products.

12.5  Operational Detail. Specific prohibited and permitted claim language, required disclaimers, age-gating standards, and restricted-jurisdiction obligations are set forth in Exhibit A, Section 6 (Claim Restrictions for Kanna and Dietary Supplement Products).

13. Indemnification

You hereby agree to indemnify and hold harmless Silly Plants LLC, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.

14. Confidentiality

All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.

15. Miscellaneous

15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Silly Plants LLC. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.

15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.

15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the state of Wyoming without regard to the conflicts of laws and principles thereof.

15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.

15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.

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

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

16  Privacy and Data Protection

16.1  Compliance with Privacy Laws. Affiliate represents and warrants that its collection, use, disclosure, and retention of personal information in connection with its participation in the Affiliate Program complies with all applicable privacy and data protection laws, including (as applicable) the EU General Data Protection Regulation (GDPR), the UK GDPR and Data Protection Act 2018, the California Consumer Privacy Act / California Privacy Rights Act (CCPA/CPRA), other U.S. state consumer privacy laws, Canada's PIPEDA and CASL, and the ePrivacy Directive and national implementations thereof.

16.2  Cookie Consent and Tracking. Where required by applicable law, Affiliate shall obtain legally valid consent before placing or reading cookies or similar tracking technologies on visitors' devices. Affiliate shall not attempt to drop, overwrite, or interfere with Merchant's affiliate tracking cookies except through a visitor-initiated click on Affiliate's assigned tracking link.

16.3  No Collection of Merchant Customer Data. Affiliate shall not collect, store, reproduce, or database any personal information about Merchant's customers or website visitors obtained in connection with the Affiliate Program, except Affiliate's own legitimately-collected first-party data. Merchant customer information is Confidential Information under Section 14 of the Main Agreement.

16.4  Breach Notification. Affiliate shall notify Merchant in writing without undue delay (and in any event within 72 hours) after becoming aware of any actual or reasonably suspected personal data breach that affects or may affect data processed in connection with the Affiliate Program.

Exhibit A - PPC, Trademark, Conduct, and Compliance Policy

Effective as of the date of Affiliate's acceptance into the HVPPY Affiliate Program. This Exhibit A is incorporated into and forms part of the Silly Plants LLC Affiliate Agreement (the "Main Agreement"). Capitalized terms used but not defined here have the meanings given in the Main Agreement. Merchant may update this Exhibit A from time to time in accordance with Section 5 (Modification) of the Main Agreement, with a compliance window of seven (7) business days following notice.

Merchant Marks. For purposes of this Exhibit A, "Merchant Marks" includes, without limitation: Silly Plants, Silly Plants LLC, HVPPY, GET HVPPY, gethvppy.com, www.gethvppy.com, all stylizations and design marks associated with the foregoing, any product-line names communicated to Affiliate in writing or posted in the affiliate platform interface, and all misspellings, transliterations, and variations of the foregoing.

1.  Trademark and Keyword Bidding Policy

1.1  Permitted Bidding

Affiliate may bid on generic, descriptive, and category keywords that do not contain Merchant Marks, including (by way of example only) "kanna," "kanna supplement," "sceletium tortuosum," "mood support supplement," and similar non-branded terms, subject to the ad copy, landing page, and claim restrictions set forth in this Exhibit A.

1.2  Prohibited Bidding

Affiliate shall not bid, directly or indirectly, on any Merchant Mark or any combination of a Merchant Mark with additional terms (e.g., "HVPPY coupons," "HVPPY discount," "HVPPY review," "gethvppy promo code," "Silly Plants reviews"), on any search engine, content network, shopping engine, marketplace advertising product, or AI Platform (as defined in Section 8.10 of the Main Agreement). This prohibition applies to exact-match, phrase-match, broad-match, dynamic search ads, performance-max campaigns, modified broad match, and any comparable matching type, as well as to any paid surfacing within AI-generated answers.

1.3  Display URL and "Official Site" Prohibitions

• Affiliate shall not use any Merchant URL (including gethvppy.com, sillyplants.com, or any subdomain, path, or misspelling thereof) in the display URL of any paid advertisement.
• Affiliate shall not include the words "Official," "Official Site," "Authorized," or any similar term that states or implies that Affiliate's advertisement is the Merchant's own or is sponsored, endorsed, authorized, or approved by Merchant.
• Affiliate shall not use Merchant Marks in meta tags, hidden text, source code, domain names, subdomains, or any part of Affiliate's URL.

1.4  Toolbars, Browser Extensions, and Add-Ons

If Affiliate operates or receives traffic from any toolbar, browser extension, shopping assistant, cashback add-on, or similar software:

• Installation: Such software may be installed only upon the user's specific affirmative and informed request. Installation via software bundles, deceptive prompts, or without clear disclosure is prohibited.
• Mandatory Disclosure: Affiliate shall identify to Merchant in writing all such software to be used, its distribution methods, and its principal functions, and shall promptly notify Merchant of material changes.
• Operation: Cookies may be set only upon a user's specific contemporaneous request and may not be dropped automatically. The software shall not overwrite any affiliate or non-affiliate tracking cookie, even with user consent. The software shall not invoke an affiliate link after a user clicks any paid advertisement promoting Merchant (including paid search, display, social, or AI Platform placements).
• No Third-Party Toolbars: Affiliate may not receive traffic from any toolbar, extension, or add-on operated by a third party.
• Termination: Merchant may require Affiliate to remove Merchant from any such software at any time, for any reason. Violation of this section constitutes cause for immediate termination and forfeiture of previously-earned but unpaid commissions.

1.5  Reseller and Auction Prohibition

Affiliate shall not resell, auction, list on marketplaces (including but not limited to Amazon, eBay, Walmart Marketplace, or Etsy), mask, rebrand, or manipulate the pricing of any Merchant product.

1.6  Order Fulfillment

All orders for Merchant products must be completed and fulfilled on a Merchant-owned website. Affiliate shall not take, process, or fulfill orders or reorders for Merchant products, nor facilitate any transaction outside of Merchant's owned channels. Any commission on orders that violate this section may be voided, and such conduct may result in immediate termination.

2.  Direct Linking Policy

2.1  No Direct-to-Merchant PPC

Direct-to-merchant bidding is not permitted on any paid search engine or advertising product (including Google Ads, Microsoft Advertising / Bing, Yahoo, DuckDuckGo, or comparable services). Affiliate may not use a Merchant URL in the display URL of any paid advertisement under any circumstance. Domain misspellings are equally prohibited.

2.2  Landing Page Requirements

Any landing page to which Affiliate directs paid traffic associated with Merchant or the HVPPY brand must:

• Be entirely dedicated to Merchant and the Affiliate Program promotion (no side-by-side competitor offers, "other offer" modules, or multi-brand comparison interstitials);
• Comply with all ad copy, disclosure, and claim restrictions in Sections 5 and 6 of this Exhibit A;
• Not replicate Merchant's site design or branding in a manner likely to cause visitor confusion as to source or affiliation; and
• Include age-gating and required consumer disclosures where applicable under Section 6.

3.  Geo-Targeting and Day-Parting

Geo-targeting and day-parting are permitted on paid campaigns provided that Affiliate's campaigns otherwise comply with this Exhibit A, including the display URL, prohibited keyword, ad copy, and claim restrictions.

Using geo-targeting, day-parting, audience exclusions, or comparable campaign-settings to conceal or evade enforcement of Merchant's trademark-bidding, claim, or restricted-jurisdiction policies is strictly prohibited. Such circumvention constitutes material breach and shall result in (a) immediate removal from the Affiliate Program; (b) reversal of commissions for up to thirty (30) days prior to the date the violation is detected; and (c) reporting to the affiliate network operator (Awin) for further investigation.

4.  AI, Generative Search, and Answer Engine Policy

This Section 4 provides operational detail for Section 8.10 of the Main Agreement. Capitalized terms have the meanings given in Section 8.10.

4.1  Scope of AI Platforms Covered

The restrictions in Section 8.10 and this Section 4 apply to the following AI Platforms and their successors, whether in their organic, paid, free, API, or embedded-partner forms:

• ChatGPT (including ChatGPT Shopping, GPT Store, Custom GPTs, and API deployments);
• Perplexity (including Pro Search, Pages, Spaces, and embedded integrations);
• Google Gemini, Google AI Overviews, and Google AI Mode / Search Generative Experience;
• Microsoft Copilot (including Bing Copilot, Windows Copilot, and Microsoft 365 Copilot);
• Anthropic Claude (including Claude.ai and Claude-powered products);
• xAI Grok, Meta AI, DeepSeek, and any comparable or successor AI Platforms as notified by Merchant.

4.2  Brand Bidding in AI Platforms

Affiliate shall not purchase, bid for, or otherwise procure paid placement, sponsored citations, promoted answers, or AI-surfaced advertisements that are triggered by, associated with, or targeted to prompts or queries referencing any Merchant Mark. This prohibition covers paid AI-Platform placements whether sold on a CPC, CPM, CPA, flat-fee, or any other basis.

4.3  AI-Generated Content Disclosure and Quality

• Affiliate shall clearly disclose, in a manner that satisfies both the FTC Endorsement Guides and any platform-specific rules, when content about Merchant has been generated in whole or in material part by an AI Platform.
• Affiliate shall meaningfully review, fact-check, and substantively edit all AI-Generated Content relating to Merchant or Merchant products prior to publication. Affiliate assumes full responsibility for AI hallucinations, fabricated citations, inaccurate product descriptions, and unsubstantiated claims.
• Affiliate shall not publish scaled, templated, or boilerplate AI-Generated Content whose primary purpose is to capture keyword variants. Without limitation, mass-generated "best of" pages, doorway pages, or thin comparison pages about Merchant are prohibited.
• Affiliate shall not publish AI-Generated Content that misstates Merchant's product composition, ingredients, legality, regulatory status, health benefits, or intended use.

4.4  Synthetic Endorsements and Deepfakes

Without limiting Section 8.10.4 of the Main Agreement, Affiliate shall not:

• Generate, publish, or distribute AI-generated reviews, testimonials, "before/after" accounts, or customer stories concerning Merchant or Merchant products;
• Use AI to create synthetic voice, video, or images depicting Merchant personnel, founders, agents, or any identifiable real person in connection with Merchant;
• Engage in prompt-engineering or retrieval-augmented techniques intended to cause an AI Platform to produce false, misleading, or unsubstantiated claims about Merchant; or
• Publish AI-generated imagery or renderings of Merchant products that misrepresent packaging, labels, ingredients, or dosage.

4.5  Training Data, Scraping, and Licensing

• Affiliate shall not scrape, crawl, or otherwise extract Merchant's website content, product pages, product images, marketing copy, customer reviews, or user-generated content for the purpose of training, fine-tuning, grounding, retrieval-augmentation, or otherwise developing AI models or AI-powered applications.
• Affiliate shall not ingest Merchant content into any custom GPT, agent, knowledge base, or RAG system that Affiliate offers to third parties or operates commercially.
• Affiliate shall not submit Merchant's proprietary content to any AI Platform in a manner that would grant the AI Platform operator a license to reuse, retain, or train on such content without Merchant's prior written consent.

4.6  Attribution

Merchant reserves the right to determine, in consultation with Awin, the attribution treatment of traffic originating from AI Platforms. Affiliate agrees that Merchant and Awin may adjust attribution rules, cookie placement rules, and commission eligibility to address AI-referred traffic, and that Affiliate's remedies for such adjustments are limited to the remedies available under Section 5 (Modification) of the Main Agreement.

5.  Ad Copy, Disclosure, and Content Standards

5.1  Truth in Advertising

All representations by Affiliate concerning Merchant or Merchant products — including statements about pricing, discounts, rebates, availability, ingredients, efficacy, and sourcing — must be truthful, not misleading, and substantiated at the time of publication.

5.2  FTC Endorsement Guides and Disclosure

Affiliate shall comply with the FTC Endorsement Guides (16 C.F.R. Part 255) and the FTC's Rule on the Use of Consumer Reviews and Testimonials (16 C.F.R. Part 465), including the following specific requirements:

• Material connection disclosures must be clear, conspicuous, and unavoidable — placed before any affiliate link, at the top of written content, and in the spoken portion (not only on-screen text) of video and audio content.
• Disclosures on social media platforms must use the platform's native disclosure tool where available (e.g., Instagram's "Paid Partnership" label, TikTok's branded-content toggle, YouTube's paid promotion disclosure) in addition to clear textual disclosure (#ad, #sponsored, or equivalent).
• Disclosures must appear in the same language as the underlying content.
• Disclosures must be present on the landing page for any paid ad, not only in the ad unit itself.

5.3  No False Endorsement

Affiliate shall not state or imply that Merchant has sponsored, endorsed, authored, or approved Affiliate's content, advertising, website, or business. Use of Merchant Marks is limited to fair, descriptive, and accurate reference as permitted by Section 9 (Grant of Licenses) of the Main Agreement and Section 7 of this Exhibit A.

5.4  No Fake Reviews or Astroturfing

Affiliate shall not create, commission, publish, or distribute fake reviews, AI-generated reviews, incentivized reviews that fail to disclose the incentive, reviews from persons who have not used the product, or reviews that misrepresent the reviewer's identity. Affiliate shall not suppress, conceal, or fail to honor bona fide negative reviews in exchange for compensation, discounts, or other consideration.

6.  Claim Restrictions for Kanna and Dietary Supplement Products

6.1  General

Merchant products are dietary supplements regulated under the Federal Food, Drug, and Cosmetic Act and DSHEA. Only structure-function claims that are truthful, non-misleading, and substantiated at the time of publication are permitted. No disease, diagnostic, treatment, cure, prevention, or mitigation claims of any kind are permitted.

6.2  Required FDA Disclaimer

When Affiliate makes any structure-function claim about a Merchant product, Affiliate shall include the following disclaimer, in reasonably close proximity to the claim and in a legible size and contrast:

“These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.”

6.3  Prohibited Claims - Non-Exhaustive List

The following categories of claims are strictly prohibited. This list is illustrative, not exhaustive.

(a)  Disease claims. 

• Any claim that a Merchant product diagnoses, treats, cures, prevents, mitigates, or manages a disease or medical condition, including (without limitation): depression, major depressive disorder, anxiety disorders, generalized anxiety, panic disorder, social anxiety, PTSD, OCD, bipolar disorder, ADHD, ADD, insomnia, sleep disorders, alcoholism, substance use disorder, nicotine dependence, chronic pain, migraine, Alzheimer's, dementia, cognitive decline, or any other condition listed in the DSM-5-TR, ICD-11, or otherwise recognized as a disease.

(b)  Drug comparisons and pharmaceutical alternatives. 

• Any comparison of a Merchant product to a prescription or OTC drug, or any claim that a Merchant product is a "natural alternative" to, "replacement for," or "as effective as" any such drug, including (without limitation): SSRIs (Prozac, Zoloft, Lexapro, Celexa, Paxil), SNRIs, MAOIs, benzodiazepines (Xanax, Valium, Klonopin, Ativan), tricyclic antidepressants, antipsychotics, stimulants (Adderall, Ritalin, Vyvanse), opioids, kratom, cannabis, MDMA, psilocybin, LSD, or ketamine.

(c)  Recreational and intoxication claims. 

• Any claim that a Merchant product is intoxicating, psychoactive in a drug-like manner, will produce a "high," "trip," "buzz," or "legal high," or is suitable for recreational use.
• Comparisons to controlled substances or portrayal of Merchant products as a substitute for alcohol, cannabis, or other intoxicants.

(d)  Dosage, route, and use-case claims beyond label. 

• Recommendations to use a Merchant product in amounts, frequencies, or routes of administration not approved by Merchant's product labeling.
• Recommendations of use cases that are contraindicated on the label (including use during pregnancy or nursing, use with SSRIs, SNRIs, MAOIs, tramadol, or other serotonergic substances, and use by persons under the applicable minimum age).

(e)  Sensitive populations. 

• Any content recommending or implying use of Merchant products by pregnant or nursing persons, persons under the applicable minimum age (18 or 21 as specified by Merchant for a given product), or persons with any diagnosed medical condition or taking any medication, without a prominent instruction to consult a licensed healthcare provider.

(f)  Safety and purity claims without substantiation. 

• Claims of "100% safe," "no side effects," "pharmaceutical grade," "FDA-approved," or similar absolute or regulatory-implicating statements. (Note: dietary supplements are not "FDA-approved.")

6.4  Required Consumer Safety Disclosures

Affiliate shall include the following consumer-safety information in a reasonably prominent location in any content promoting Merchant Kanna products:

• Age restriction (as specified by Merchant for the relevant product);
• Not for use by pregnant or nursing persons;
• Not for use by persons with medical conditions or taking medications, without consulting a licensed healthcare provider;
• Do not combine with SSRIs, SNRIs, MAOIs, tramadol, or other serotonergic substances;
• Do not operate heavy machinery or drive until the user knows how the product affects them.

6.5  Restricted Jurisdictions

Certain U.S. states and foreign jurisdictions restrict or prohibit Sceletium tortuosum, kanna-derived products, or the making of certain claims about them. Merchant maintains a list of Restricted Jurisdictions (the "Restricted Jurisdictions List") in the affiliate platform interface and updates it from time to time. Affiliate shall:

• Not geo-target paid campaigns at, or actively direct organic or email traffic to, any Restricted Jurisdiction;
• Implement reasonable audience controls for social media content where a Restricted Jurisdiction is known to be a substantial portion of Affiliate's audience; and
• Comply with updates to the Restricted Jurisdictions List within seven (7) business days of notice.

6.6  Minor Protection

• Affiliate shall not market Merchant products to minors, place Merchant content on properties directed at minors, or use models, influencers, or talent who appear to be under the applicable age gate.
• Affiliate's social-media accounts used to promote Merchant shall be age-gated to the applicable minimum age where the platform supports such gating.

6.7  Platform Compliance

Affiliate is solely responsible for compliance with the advertising policies of every platform on which Affiliate promotes Merchant. Merchant makes no representation that Merchant products or the HVPPY brand are approved for advertising on any particular platform. Affiliate acknowledges that certain platforms restrict, gate, or prohibit advertising of supplements, psychoactive-adjacent products, or products in Merchant's category.

7.  Organic Search and Fair Use

Affiliate may refer to Merchant Marks in organic content (including website articles, blog posts, product reviews, and editorial social posts) only in a manner that constitutes fair, descriptive, nominative use under applicable trademark law. Such use must be (a) truthful and not misleading; (b) not likely to cause confusion as to source or sponsorship; (c) not dilutive or disparaging of Merchant Marks; and (d) consistent with the rest of this Exhibit A, including the claim restrictions in Section 6.

8.  Email, SMS, and Outbound Marketing

8.1  Prior Written Consent Required

Affiliate shall not send any email, SMS, push notification, or other outbound communication that advertises or promotes Merchant, Merchant products, or the HVPPY brand without Merchant's prior express written consent. Where consent is granted, Affiliate shall add Merchant to its suppression or send-list-review address as designated in the affiliate platform interface.

8.2  Compliance with Law

• Affiliate shall comply with all applicable laws and regulations governing commercial electronic communications, including (without limitation) the CAN-SPAM Act of 2003, the Telephone Consumer Protection Act (TCPA), Canada's Anti-Spam Legislation (CASL), the UK Privacy and Electronic Communications Regulations (PECR), and the EU ePrivacy Directive and national implementations.
• Affiliate shall not engage in unsolicited commercial communications, purchased-list mailings, fax marketing, telemarketing, robocalls, or pre-recorded-voice calls in connection with Merchant.
• All SMS marketing shall be based on prior express written consent obtained in a TCPA-compliant manner, and shall honor opt-out requests within the time required by law.

8.3  Affiliate Identification

In any email, SMS, or social-media content referring to Merchant or Merchant Marks, Affiliate shall identify itself as an affiliate by using the term "affiliate" or "aff." alongside any hashtag-based disclosure required by Section 5.2.

8.4  Prohibited Uses of Merchant Marks

Affiliate shall not use Merchant Marks or any derivation or variation thereof (a) in meta tags, (b) in hidden text or source code, (c) in Affiliate's domain name, subdomain, or URL path, (d) as a "from" name or sender address in any email or SMS, (e) in any manner that states or implies Merchant's endorsement of Affiliate's other products or services, or (f) in any advertising, publicity, or promotion on Affiliate's behalf beyond the scope of this Exhibit A.

9.  Affiliate Obligations

• Affiliate shall place Merchant's affiliate links on its approved sites and channels within thirty (30) days of acceptance into the Affiliate Program.
• Affiliate shall actively participate in the Affiliate Program by accessing and using the promotional links and approved creatives available through the affiliate platform interface (Awin).
• Affiliate is solely responsible for all costs and expenses incurred in connection with its participation, including the development, operation, maintenance, and compliance of its site.
• Affiliate shall keep its account information (including WHOIS registration data, business address, payment details, and the list of sites and channels used to drive traffic) current and accurate at all times. For domain names registered privately, the domain associated with the affiliate account's email address must match the URL submitted with Affiliate's application.
• Affiliate shall not frame, wrap, or otherwise encapsulate any Merchant page or Merchant content, nor create any impression that a visitor to Affiliate's site is visiting Merchant's site or vice versa.

10.  Code of Conduct - Prohibited Activities

Without limiting any other provision of the Main Agreement or this Exhibit A, Affiliate shall not:

• Participate in spyware, adware, parasiteware, or similar traffic-acquisition or cookie-manipulation techniques;
• Attempt to modify, alter, reverse-engineer, or probe Merchant's site, code, or tracking infrastructure;
• Engage directly or indirectly with ISPs or mobile carriers in arrangements that cause address-bar-keyword redirection, URL-error trafficking, or similar typo-interception that results in traffic arriving at Merchant's site through Affiliate's tracking;
• Use software that intercepts, redirects, or diverts traffic or referral commissions to or from any website;
• Engage in, benefit from, or facilitate "cookie stuffing" in any form;
• Distribute content, near content, or on properties containing viruses, trojan horses, worms, time bombs, cancel bots, logic bombs, or other harmful code;
• Use any widget, plugin, or embedded module incorporating Merchant Marks or Merchant materials without Merchant's prior written approval;
• Place commissionable links on, or in close proximity to, content that is (i) hateful, discriminatory, or harassing toward any protected group; (ii) explicitly violent or gore-focused; (iii) sexually explicit; (iv) directed at minors; (v) promotive of illegal drugs, firearms, terrorism, or other illegal activity; or (vi) otherwise objectionable in Merchant's reasonable discretion.

11.  Enforcement, Penalties, and Notifications

11.1  Graduated Enforcement

Merchant, in its sole discretion, may enforce this Exhibit A through one or more of the following remedies, which are cumulative and not exclusive:

• Written notice and opportunity to cure (where Merchant, in its discretion, determines that cure is appropriate);
• Reduction of Affiliate's commission rate to zero (0%) for a period determined by Merchant;
• Reversal of commissions accrued for up to thirty (30) days prior to the date of the violation;
• Immediate termination of Affiliate's participation in the Affiliate Program;
• Forfeiture of accrued but unpaid commissions (in the case of fraud, material breach, or serious violations of Section 6);
• Reporting to Awin and to other affiliate networks for further investigation; and
• Publication (at Merchant's discretion) of Affiliate's activities and sanctions, consistent with applicable law.

11.2  Automatic Consequences for Specified Violations

• Trademark bidding (Sections 1.2, 2, 4.2). Immediate removal from the Affiliate Program and reversal of commissions for up to thirty (30) days prior to the violation.
• Claim violations (Section 6). Immediate removal, forfeiture of unpaid commissions, reversal for up to thirty (30) days, and referral for indemnification under Section 11A.4 of the Main Agreement.
• Synthetic endorsements and deepfakes (Section 4.4). Immediate removal and forfeiture of unpaid commissions.
• Parasiteware, cookie stuffing, and toolbar violations (Sections 1.4, 10). Immediate removal and forfeiture of unpaid commissions.
• Circumvention via geo-targeting or day-parting (Section 3). Immediate removal, reversal for up to thirty (30) days, and referral to Awin.

11.3  Program Changes

Merchant may modify this Exhibit A from time to time. Material changes will be communicated via the affiliate platform interface, email, or newsletter. Affiliates shall have seven (7) business days from the date of notice to bring their campaigns, content, and operations into compliance with the modified Exhibit A. Continued participation in the Affiliate Program after the seven-business-day compliance window constitutes acceptance of the modified Exhibit A.

11.4  Reporting Violations

Affiliates and third parties may report suspected violations of this Exhibit A to Merchant at the affiliate-program contact address posted in the Awin interface. Reports should include (where available) screenshots of the offending content, geographic location, URL or network tracking information, the search engine or platform on which the content appeared, and the date and time of observation.

11.5  No Waiver

Merchant's failure to enforce any provision of this Exhibit A on any particular occasion shall not constitute a waiver of the right to enforce such provision on any future occasion.

12.  Traffic Types, Sub-Networks, and Loyalty Partners

12.1  General Rule

Merchant's default position is that Affiliate may not distribute commissionable links to Merchant through Incentive Traffic, Loyalty/Cashback Partners, or Sub-Affiliate Networks (each as defined in Section 12.2) without Merchant's prior written approval. Any such distribution without prior written approval constitutes a material breach and may result in (a) voided commissions on all traffic originating from the non-approved channel, (b) reversal of commissions for up to thirty (30) days prior to detection, and (c) termination of Affiliate's participation in the Affiliate Program. Prior written approval may be granted through the affiliate platform interface (Awin), by email from Merchant's authorized representative, or by executed side letter in substantially the form attached to this Exhibit A.

12.2  Definitions

(a)  Incentive Traffic. Traffic driven to Merchant through any mechanism that offers the visitor consideration, rewards, or inducement in exchange for clicking, visiting, registering, or purchasing, including (without limitation): cashback rebates, rewards points, loyalty miles, virtual currency, sweepstakes or contest entries, donations to charity, access to gated content, paid-to-click (PTC) or paid-to-search programs, "get paid to" platforms, survey incentives, and in-game rewards.

(b)  Loyalty/Cashback Partner. A publisher or platform whose primary value proposition to consumers is returning a portion of affiliate commission to the consumer in the form of cashback, rewards points, miles, or similar consideration, including website-based cashback services (e.g., Rakuten, TopCashback, BeFrugal, Quidco, Mr. Rebates, Swagbucks, MyPoints), browser-extension cashback/coupon tools (e.g., Honey, Capital One Shopping, Microsoft Shopping, Klarna/Piggy, Karma), card-linked offer networks (e.g., Dosh, Drop, Upside), and comparable services.

(c)  Sub-Affiliate Network. A third-party service that aggregates multiple affiliate programs into a single interface, enrolls in the merchant's program as a single affiliate, and then enables its own publishers ("Sub-Publishers") to monetize links and content through that enrollment, typically through link wrappers, content-based link insertion, or API access. Examples include Skimlinks, Sovrn Commerce (formerly VigLink), Button, Narrativ, LinkConnector sub-affiliate arrangements, Impact sub-affiliate tools, and comparable services.

(d)  Sub-Publisher. A publisher, website, application, newsletter, social media account, or other property that distributes Merchant's affiliate links or content under a Sub-Affiliate Network's enrollment, rather than through its own direct enrollment in Merchant's Affiliate Program.

12.3  Incentive Traffic

12.3.1  Categorically Prohibited. Regardless of any approval granted under Section 12.6, the following forms of Incentive Traffic are prohibited at all times:

• - Paid-to-click (PTC), paid-to-search, or similar mechanical-click programs where users are compensated primarily for generating clicks rather than for genuine product interest;
• - Incentive offers that misrepresent the nature of the reward, the source of the offer, or the conditions required to earn the reward;
• - Incentive offers targeted at, or likely to reach, persons under the age gate specified by Merchant for the relevant product;
• - Incentive offers conditioned on the visitor taking any action that would violate Merchant's product labeling, required consumer-safety disclosures (Exhibit A, Section 6.4), or applicable law;
• - Incentive offers promoted through channels that violate any other provision of this Exhibit A, including the email/SMS, trademark-bidding, and claim-restriction provisions;
• - Incentive offers funded or delivered by adware, parasiteware, or any software prohibited under Sections 1.4 and 10 of this Exhibit A.

12.3.2  Approvable Categories. The following forms of Incentive Traffic may be approved by Merchant under Section 12.6, subject to such conditions as Merchant may impose (including commission-rate adjustments, new-customer-only eligibility, cookie-window adjustments, and geographic limitations):

• - Cashback, points, or miles offered through a Loyalty/Cashback Partner approved under Section 12.4;
• - Legitimate loyalty-program placements by Affiliate to Affiliate's own opted-in members where the relationship is disclosed;
• - Charitable-donation mechanics (e.g., a percentage of commission donated to a qualifying charity) where disclosed;
• - Contests, sweepstakes, or giveaways that comply with all applicable law and are pre-approved in writing by Merchant, including specific approval of the prize structure, eligibility rules, and official rules.

12.4  Loyalty and Cashback Partners

12.4.1  Approved Partners Schedule. Merchant maintains an "Approved Loyalty/Cashback Partners Schedule" in the affiliate platform interface, identifying the specific Loyalty/Cashback Partners (if any) that are authorized to distribute Merchant's affiliate links, together with any partner-specific terms (including commission-rate adjustments, cookie-window adjustments, and any new-customer-only restrictions). A Loyalty/Cashback Partner may distribute Merchant's links only if (a) the partner is listed on the Approved Loyalty/Cashback Partners Schedule, or (b) the partner has executed a side letter with Merchant in substantially the form attached to this Exhibit A.

12.4.2  Browser-Extension Restrictions. Browser-extension cashback, coupon, and rewards tools present particular risk of commission diversion and cookie overwriting. Unless specifically approved in writing for browser-extension use:

• - Loyalty/Cashback Partners may not activate Merchant affiliate tracking through a browser extension at or near the checkout step;
• - Browser extensions may not display interstitials, pop-ups, or overlays invoking Merchant or Merchant offers between the point at which a consumer clicks another publisher's tracking link and the point at which that consumer completes a transaction on Merchant's site;
• - Browser extensions may not overwrite an existing affiliate cookie, even with user consent or request, and may not set a Merchant affiliate cookie without the user's specific contemporaneous click on a tracking link;
• - Any cookie set by a browser extension shall comply with Section 8.7 (Parasiteware) of the Main Agreement and Section 1.4 (Toolbars) of this Exhibit A.

12.4.3  Coupon and Discount Code Compliance. Loyalty/Cashback Partners shall comply with the coupon and discount-code restrictions in Sections 8.2, 8.3, and 8.4 of the Main Agreement, including the prohibitions on promoting unauthorized or expired codes and on using "click-to-reveal" technology to conceal codes. A Loyalty/Cashback Partner's display of cashback or rewards shall be clearly labeled as such and shall not be presented as a Merchant-issued discount code.

12.4.4  Last-Click and Cookie Behavior. Unless otherwise agreed in writing, Loyalty/Cashback Partners are subject to Merchant's standard last-click attribution rules. Merchant reserves the right to implement commission de-duplication rules, reduced commission rates, or exclusion from specific promotional periods for Loyalty/Cashback Partners, in each case communicated through the affiliate platform interface or by side letter.

12.4.5  Content and Claim Compliance. Loyalty/Cashback Partners and their listings shall comply with all provisions of this Exhibit A, including the claim restrictions in Section 6 (Kanna and Dietary Supplement Products). A Loyalty/Cashback Partner's product descriptions, category placements, badges, and comparison labels may not state or imply any prohibited claim.

12.5  Sub-Affiliate Networks

12.5.1  Prior Written Approval Required. No Sub-Affiliate Network may distribute Merchant's affiliate links, content, or creatives through its Sub-Publishers without (a) direct enrollment in the Affiliate Program, (b) execution of a side letter with Merchant in substantially the form attached to this Exhibit A, and (c) Merchant's prior written approval of such use on a sub-network-specific basis.

12.5.2  Sub-Publisher Disclosure and Audit. A Sub-Affiliate Network approved under Section 12.5.1 shall:

• - Maintain a current list of all Sub-Publishers distributing Merchant content or links, including legal entity name, primary URL or channel identifier, geographic market, and content type (e.g., editorial, coupon, cashback, product review, comparison);
• - Provide such list to Merchant within five (5) business days of written request, and in any event at least quarterly;
• - Notify Merchant in writing within five (5) business days of onboarding any new Sub-Publisher whose content materially concerns Merchant's product category (supplements, botanicals, mood, cognition, sleep, psychoactive-adjacent categories);
• - Permit Merchant, or a third-party compliance auditor engaged by Merchant, to audit Sub-Publisher content relating to Merchant no more than twice per calendar year on reasonable notice, at Merchant's expense.

12.5.3  Pass-Through Compliance. A Sub-Affiliate Network shall ensure, by binding contractual obligation with each Sub-Publisher, that each Sub-Publisher's distribution of Merchant content complies with all provisions of the Main Agreement and this Exhibit A, including (without limitation):

• - The trademark-bidding prohibitions in Sections 1.2, 2, and 4.2;
• - The AI and generative-search provisions in Section 4;
• - The ad copy, disclosure, and content standards in Section 5, including FTC Endorsement Guides compliance;
• - The claim restrictions in Section 6, including the prohibition on disease, drug-comparison, recreational, and intoxication claims; the required FDA disclaimer; the consumer-safety disclosures; and the Restricted Jurisdictions obligations;
• - The email, SMS, and outbound-marketing restrictions in Section 8; and
• - The Code of Conduct in Section 10.

12.5.4  Responsibility and Indemnification. A Sub-Affiliate Network is responsible for the acts and omissions of its Sub-Publishers as though such acts and omissions were its own. Without limiting Section 13 (Indemnification) of the Main Agreement, the Sub-Affiliate Network shall indemnify Merchant for any Losses arising from a Sub-Publisher's violation of the Main Agreement, this Exhibit A, or applicable law, including any FDA or FTC enforcement triggered by Sub-Publisher content or claims.

12.5.5  Sub-Publisher-Level Termination. Merchant may require a Sub-Affiliate Network to (a) disable Merchant's links for a specific Sub-Publisher, (b) remove Merchant content from a specific Sub-Publisher's distribution, or (c) cease commissioning a specific Sub-Publisher for Merchant traffic, in each case within forty-eight (48) hours of written notice. Failure to comply constitutes material breach and shall result in the Sub-Affiliate Network's own removal from the Affiliate Program.

12.5.6  Commission Treatment. Merchant reserves the right to apply reduced commission rates, de-duplication rules, new-customer-only eligibility, or cookie-window adjustments to Sub-Affiliate Network traffic, in each case communicated in the side letter or through the affiliate platform interface. Commissions on traffic attributable to a non-compliant Sub-Publisher may be voided and reversed without affecting other traffic from the Sub-Affiliate Network.

12.5.7  Content Insertion and Link-Wrapping Transparency. Where a Sub-Affiliate Network operates through automated link insertion, link wrapping, or API-level content transformation, the Sub-Affiliate Network shall (a) ensure that such insertion does not create the appearance that a Sub-Publisher has endorsed Merchant when it has not, and (b) provide Merchant on request with documentation sufficient to identify the original Sub-Publisher source of any commissionable click.

12.6  Request-for-Approval Process

12.6.1  Request. Any party seeking approval under this Section 12 shall submit a written request to Merchant's affiliate-program contact (as posted in the affiliate platform interface) containing:

• - The legal name and relevant operating entity of the requesting party;
• - The category of request (Incentive Traffic, Loyalty/Cashback Partner, Sub-Affiliate Network, or a combination);
• - A description of the mechanism, platform, and consumer value proposition;
• - Traffic geography, estimated volume, and relevant audience demographics, including age distribution;
• - A representative sample of creatives, listings, or Sub-Publisher content where applicable;
• - Confirmation of ability to comply with the claim restrictions in Exhibit A, Section 6; and
• - For Sub-Affiliate Networks, a draft Sub-Publisher list or description of the Sub-Publisher pool.

12.6.2  Response. Merchant will endeavor to respond to complete approval requests within fifteen (15) business days of receipt. Merchant may grant approval, deny approval, or request additional information, in each case in Merchant's sole discretion. Merchant is under no obligation to grant any approval and owes no duty of reasonableness with respect to approval decisions under this Section 12.

12.6.3  Form of Approval. Approvals will be documented through (a) inclusion on the Approved Loyalty/Cashback Partners Schedule, (b) a dedicated approval notification through the affiliate platform interface, or (c) an executed side letter substantially in the form attached to this Exhibit A. Verbal approvals, informal email statements, and statements by Merchant personnel not explicitly designated as authorized to grant approvals are not binding.

12.6.4  Duration and Revocation. Unless a side letter specifies otherwise, approvals under this Section 12 are evergreen but revocable by Merchant on thirty (30) days' written notice (or immediately for cause, including any violation of the Main Agreement, this Exhibit A, or the terms of the approval itself).