AFFILIATE PROGRAM AGREEMENT

Americanna Wellness, Inc.
Last Updated: January 30, 2026

This Affiliate Program Agreement (“Agreement”) is entered into by and between Americanna Wellness, Inc., a Delaware corporation with its principal place of business in Washington state (“Company,” “Americanna Wellness,” “we,” or “us”), and the individual or entity applying to or participating in Company’s affiliate program (“Affiliate,” “you”).

This Agreement governs Affiliate’s participation in Company’s direct, content-based affiliate program for Company-operated websites.

1. ELIGIBILITY & ENROLLMENT

Affiliate must be twenty-one (21) years of age or older, reside in the United States, and complete the affiliate application process. Participation is subject to Company approval in its sole discretion.

Affiliate becomes bound by this Agreement upon Company approval and Affiliate’s affirmative acceptance via clickwrap.

2. INDEPENDENT CONTRACTOR STATUS

Affiliate is an independent contractor and not an employee, partner, agent, franchisee, or joint venturer of Company. Affiliate has no authority to bind Company or make representations on Company’s behalf.

3. APPROVED PROMOTIONAL METHODS

Affiliate may promote Company products only through content-based, organic, or influencer-style marketing, including but not limited to:

• Social media posts and videos
• Blogs and editorial content
• Email newsletters (to Affiliate’s own opted-in audience)
• Coupon or deal sites using Company-authorized offers

All promotional activity must be truthful, non-misleading, and compliant with applicable laws.

4. PROHIBITED PROMOTIONAL METHODS (NO SEARCH AFFILIATES)

Affiliate is strictly prohibited from engaging in paid search or search-engine-based promotion, including but not limited to:

• Purchasing or bidding on keywords related to Company, its brands, products, or trademarks
• Running Google Ads, Bing Ads, Yahoo Ads, or similar paid search advertisements
• Using affiliate links in connection with paid search, display ads, or retargeting ads
• Directing paid traffic to Company through search engines or keyword-based advertising

Any attempt to circumvent this restriction constitutes a material breach and may result in immediate termination and forfeiture of commissions.

5. AFFILIATE LINKS, TRACKING & ATTRIBUTION

Affiliate may promote Company products only using Company-approved affiliate links, codes, or tracking mechanisms.

Unless otherwise stated in writing for a specific campaign, attribution windows are generally thirty (30) days from the initial customer click. Attribution rules may vary by campaign and will be disclosed at the time of the applicable campaign.

Company’s tracking records and determinations are final and binding.

6. COMMISSIONS & CALCULATION

6.1 Eligible Commissions

Commissions are earned only on completed, tracked, and non-refunded purchases.

6.2 Commission Base

Commissions are calculated on the order subtotal only, excluding discounts, promotional credits, sales tax, shipping, handling, and non-product fees.

6.3 Campaign Variability

Commission rates, attribution windows, and eligibility may vary by campaign, product, or promotional period.

7. PAYOUT TIMING, MINIMUMS & METHODS

7.1 Holding Period

Commission payouts are subject to a minimum forty (40) day holding period from the purchase date to allow for Company’s thirty (30) day return and refund window.

7.2 Minimum Payout Threshold

Affiliate commissions will be paid only once accrued, approved commissions exceed twenty-five dollars ($25.00 USD). Amounts below this threshold will roll over until the minimum is met.

7.3 Payment Methods

Payments may be issued by check, electronic payment platform, affiliate network payout, or store credit, depending on program configuration and availability.

8. TAXES & REPORTING

Affiliate is solely responsible for all federal, state, and local taxes arising from commissions earned under this Agreement.

Company may issue IRS Form 1099-NEC or other required tax documentation. Affiliate agrees to provide accurate tax information, including a completed Form W-9 upon request. Company may withhold or delay payments if required tax information is not provided.

9. MULTIPLE AFFILIATE PROGRAMS & PLATFORM TERMS

Affiliate may participate in multiple Company affiliate programs across different platforms.

• Direct website referrals are governed by this Agreement
• TikTok affiliate participation is governed by TikTok’s affiliate terms
• Amazon or marketplace referrals are governed by those platforms’ agreements

Each program operates independently and may have different terms, commission structures, and attribution rules.

10. SELF-REFERRALS PROHIBITED

Affiliate may not earn commissions on purchases made by Affiliate, Affiliate’s household members, employees, agents, or through Affiliate’s own affiliate links or codes.

Self-referrals constitute a material breach and may result in commission forfeiture or termination.

11. COUPON & INCENTIVE-BASED PROMOTION

Coupon and deal-based promotion is permitted only using Company-authorized offers.

Affiliate may not promote unauthorized, expired, misleading, or deceptive discounts. Company reserves the right to reverse commissions generated through non-compliant activity.

12. MARKETING COMPLIANCE & FTC DISCLOSURES

Affiliate must comply with all applicable laws and FTC endorsement guidelines, including clear disclosure of affiliate relationships (e.g., “#ad,” “#affiliate”).

Affiliate may not make medical, therapeutic, disease, or drug claims regarding Company products.

13. USER-GENERATED CONTENT (UGC) LICENSE

Affiliate grants Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, reproduce, modify, distribute, publicly display, perform, and create derivative works from any content created by Affiliate that features or references Company products or branding.

This license includes use in paid advertising, marketing materials, and promotional campaigns without additional compensation.

Affiliate represents that it owns or has the rights necessary to grant this license.

14. MANUAL ATTRIBUTION REQUESTS

Affiliate may request manual review of a qualifying untracked order within thirty (30) days of purchase, supported by reasonable documentation. Approval is at Company’s sole discretion.

15. FRAUD, AUDIT & CLAWBACK RIGHTS

Company may audit affiliate activity and investigate suspected fraud or abuse.

Company may withhold, reverse, or claw back commissions and terminate participation for violations of this Agreement. Company’s determinations are final.

16. CONFIDENTIALITY

Affiliate agrees to keep confidential all non-public information related to the affiliate program, including commission structures and internal materials.

17. FORCE MAJEURE

Neither party shall be liable for delays or failures caused by events beyond reasonable control, including platform outages, acts of God, government action, or network failures.

18. TERM & TERMINATION

This Agreement continues until terminated. Company may terminate Affiliate participation at any time, with or without cause.

Sections relating to UGC licenses, clawbacks, indemnification, limitations of liability, and confidentiality survive termination.

19. LIMITATION OF LIABILITY

To the fullest extent permitted by law, Company shall not be liable for indirect, incidental, or consequential damages arising from Affiliate participation.

20. INDEMNIFICATION

Affiliate agrees to indemnify and hold harmless Company from claims arising out of Affiliate’s promotional activities or violations of this Agreement.

21. GOVERNING LAW

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

22. ENTIRE AGREEMENT & MODIFICATIONS

This Agreement constitutes the entire agreement regarding the affiliate program. Company may modify this Agreement by posting updated terms. Continued participation constitutes acceptance. Company may require re-acceptance for material changes.