This Affiliate Program Agreement (the “Agreement“) is entered into as of the date of the Affiliate’s electronic acceptance (the “Effective Date“) by and between Frosty Club, LLC, a limited liability company operating under the trade name “High Hippy” (“Company,” “we,” “us,” or “our“), and the individual or entity accepting this Agreement (“Affiliate,” “you,” or “your“).

By clicking “I Accept,” registering for, or participating in the High Hippy Affiliate Program, you acknowledge that you have read, understood, and agree to be bound by all terms and conditions of this Agreement.

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

• “Affiliate Coupon Code” means the unique 10% discount coupon code assigned to Affiliate that is permanently tied to Affiliate’s account and used to attribute customer purchases to Affiliate.
• “Affiliate Link” means the unique tracking URL provided to Affiliate through the AffiliateWP platform for tracking customer referrals and purchases.
• “Affiliate Materials” means any marketing materials, content, images, logos, trademarks, or other promotional assets provided by Company to Affiliate or created by Affiliate to promote Company’s products.
• “Attributed Customer” means any customer who is permanently assigned to Affiliate through either: (a) clicking Affiliate’s Affiliate Link and making a purchase within 30 days; or (b) using Affiliate’s Coupon Code at checkout at any time.
• “Commission” means the compensation payable to Affiliate for Qualifying Sales as specified in Section 3.
• “Customer” means any individual or entity who purchases products from Company.
• “Lifetime Commissions” means the perpetual commission structure whereby Affiliate earns commissions on all future purchases made by any Attributed Customer for the entire duration of this Agreement, regardless of whether the Attributed Customer uses the Affiliate Link or Coupon Code for subsequent purchases.
• “Net Sale Amount” means the total purchase price paid by the Customer, excluding shipping costs, taxes, discounts, coupon codes (including but not limited to the Affiliate Coupon Code), refunds, and chargebacks.
• “Prohibited Activities” means any activities described in Section 8 of this Agreement.
• “Qualifying Sale” means a completed purchase transaction from an Attributed Customer where: (a) the product has been delivered to the Customer; (b) payment has been received and cleared by Company; (c) the Customer has not returned the product or requested a refund; and (d) the transaction complies with all terms of this Agreement.
• “Website” means highhippy.com and any associated domains, subdomains, or platforms operated by Company.

2. AFFILIATE PROGRAM ENROLLMENT

2.1 Eligibility Requirements

To participate in the Affiliate Program, you must:

• Be at least 21 years of age;
• Possess the legal authority to enter into this Agreement;
• Comply with all applicable federal, state, and local laws and regulations;
• Provide accurate and complete registration information;
• Maintain an active email address and respond to Company communications in a timely manner; and
• Not be located in a jurisdiction where participation in this program would violate local law.

2.2 Application and Approval

Company reserves the right, in its sole discretion, to approve or reject any application to join the Affiliate Program, or to terminate any existing affiliate relationship, for any reason or no reason, with or without notice. Company may consider factors including but not limited to: the applicant’s website content, audience demographics, marketing methods, reputation, and compliance history.

2.3 Account Information

You agree to provide accurate, current, and complete information during registration and to update such information as necessary to maintain its accuracy. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account.

3. COMMISSION STRUCTURE AND LIFETIME EARNINGS

3.1 Commission Rate

Subject to the terms of this Agreement, Company will pay Affiliate a commission equal to five percent (5%) of the Net Sale Amount for each Qualifying Sale from any Attributed Customer.

3.2 Lifetime Commission Structure

Once a customer becomes an Attributed Customer, Affiliate will earn commissions on ALL future purchases made by that Attributed Customer for the entire duration of this Agreement, regardless of whether the Attributed Customer uses the Affiliate Link or Coupon Code for subsequent purchases.

This means:

• Affiliate earns 5% commission on the initial qualifying purchase;
• Affiliate earns 5% commission on every subsequent purchase made by that Attributed Customer;
• The Attributed Customer does not need to click the Affiliate Link or use the Coupon Code again after initial attribution;
• Commissions continue for the lifetime of the customer account, with no time limit or expiration; and
• There is no cap on total lifetime earnings per Attributed Customer.

CRITICAL: Lifetime Commissions are contingent upon Affiliate’s continued active participation in the program. ALL commissions, including all future Lifetime Commissions from previously Attributed Customers, immediately terminate upon any termination of this Agreement as described in Section 9.

3.3 Commission Calculation

Commissions are calculated as follows:

Commission = (Net Sale Amount) × 5%

Where Net Sale Amount = Total Purchase Price − Shipping Costs − Taxes − Discount Codes − Coupons (including Affiliate Coupon Code)

Example with Affiliate Coupon Code: If an Attributed Customer purchases $150 worth of products using the Affiliate’s 10% coupon code:

• Total Purchase Price Before Discount: $150.00
• 10% Affiliate Coupon Applied: −$15.00
• Subtotal After Discount: $135.00
• Company’s Shipping Cost: $15.00 (excluded from commission base)
• Net Sale Amount: $120.00
• Affiliate Commission (5%): $6.00

3.4 Dual Attribution System

Affiliate can attribute customers through two methods:

Method 1: Affiliate Link (30-Day Cookie)

• Customer clicks Affiliate’s unique tracking link;
• A 30-day cookie is placed in the customer’s browser;
• If the customer purchases within 30 days, they become an Attributed Customer;
• Last-click attribution applies (if customer clicks another affiliate’s link during the 30-day window, the last affiliate gets attribution).

Method 2: Affiliate Coupon Code (Permanent Attribution)

• Customer uses Affiliate’s unique Coupon Code at checkout;
• The customer immediately becomes an Attributed Customer;
• Coupon Code attribution works at ANY time, with no expiration;
• Even if the 30-day cookie has expired, using the Coupon Code still attributes the customer;
• Coupon Code provides 10% discount on the customer’s order.

Priority of Attribution

First-touch attribution wins. Once a customer becomes an Attributed Customer through either method, they are permanently assigned to that Affiliate. Subsequent use of a different affiliate’s link or coupon code will NOT change attribution. The original attributing Affiliate continues to earn commissions on all future purchases from that customer.

3.5 Excluded Transactions

The following transactions do not qualify for commissions:

• Purchases made by Affiliate for personal use (self-referrals);
• Purchases made by Affiliate’s immediate family members or household members;
• Fraudulent, incomplete, or cancelled orders;
• Orders that are returned, refunded, or charged back;
• Orders for which payment is not received or cleared;
• Orders placed using stolen payment information;
• Orders that violate Company’s Terms of Service;
• Shipping costs, taxes, fees, or surcharges;
• Any transaction that Company determines, in its sole discretion, was generated through Prohibited Activities; and
• Orders placed in jurisdictions where Company does not ship or where such transactions would violate applicable law.

4. AFFILIATE COUPON CODE

4.1 Coupon Code Issuance

Upon approval into the Affiliate Program, Company will assign Affiliate a unique Coupon Code permanently tied to Affiliate’s account. This Coupon Code provides customers with a 10% discount on their purchase.

4.2 Coupon Code Terms

• Discount Amount: 10% off total purchase price
• No Stacking: Affiliate Coupon Code cannot be combined with other promotional codes or discounts
• No Minimum Purchase: Coupon Code is valid on any purchase amount
• Permanent Attribution: First-time use of the Coupon Code permanently attributes that customer to Affiliate
• Unlimited Duration: Coupon Code never expires and works indefinitely while this Agreement is active
• All Products: Coupon Code applies to all products on the Website unless otherwise specified by Company

4.3 Coupon Code Restrictions

Affiliate agrees to:

• Not create, distribute, or promote any unauthorized coupon codes;
• Not misrepresent the terms, value, or availability of the Affiliate Coupon Code;
• Not advertise the Coupon Code on unauthorized coupon or deal websites without prior written approval;
• Not manipulate or attempt to circumvent the attribution system using the Coupon Code;
• Clearly disclose the FTC-required affiliate relationship when promoting the Coupon Code; and
• Promote the Coupon Code in compliance with all terms of this Agreement.

4.4 Coupon Code Ownership

The Affiliate Coupon Code remains the sole property of Company. Upon termination of this Agreement, the Coupon Code is immediately deactivated and Affiliate must cease all promotion of the Coupon Code. Affiliate has no right, title, or interest in the Coupon Code beyond the limited license granted during the term of this Agreement.

5. PAYMENT TERMS

5.1 Payment Schedule

Commissions are calculated monthly and paid within thirty (30) days following the end of each calendar month, provided that: (a) the minimum payment threshold has been met; (b) Affiliate has provided complete and accurate payment information; and (c) Affiliate is in good standing under this Agreement.

5.2 Minimum Payment Threshold

Commissions will only be paid when the total earned commission balance reaches or exceeds One Hundred Dollars ($100.00). If the minimum threshold is not met in a given month, the balance will carry forward to subsequent months until the threshold is reached.

5.3 Payment Method

Payments will be made via ACH transfer, wire transfer, or Stripe payout, as designated by Affiliate in the AffiliateWP dashboard. Affiliate is responsible for:

• Providing accurate banking or payment information;
• Any fees charged by financial institutions or payment processors;
• Updating payment information if it changes;
• All applicable taxes on commission income; and
• Obtaining any required tax forms (W-9, W-8BEN, etc.) upon request.

5.4 Payment Disputes

Affiliate must notify Company in writing of any payment discrepancy within thirty (30) days of the payment date. Failure to raise a dispute within this timeframe constitutes acceptance of the payment amount and waiver of any claims regarding that payment period.

5.5 Tax Reporting

Company will issue appropriate tax documentation (e.g., Form 1099-NEC for U.S. affiliates earning $600 or more annually) as required by law. Affiliate is solely responsible for determining and paying all applicable taxes on commission income.

6. AFFILIATE OBLIGATIONS

6.1 Compliance with Laws

Affiliate agrees to comply with all applicable federal, state, and local laws, regulations, and ordinances, including but not limited to:

• Federal Trade Commission (FTC) regulations regarding endorsements, testimonials, and affiliate disclosures;
• State and federal laws governing the marketing and sale of hemp-derived cannabis products;
• Age-verification and age-gating requirements;
• Anti-spam laws (CAN-SPAM Act, GDPR, CCPA, etc.);
• Intellectual property laws;
• Consumer protection laws; and
• Advertising standards and guidelines.

6.2 FTC Disclosure Requirements

Affiliate must clearly and conspicuously disclose the affiliate relationship with Company in all promotional content. Acceptable disclosure language includes but is not limited to:

• “I earn a commission if you purchase through my link or use my code.”
• “Affiliate link and code – I may earn a commission from purchases.”
• “This post contains affiliate links and coupon codes. I earn from qualifying purchases.”

Disclosures must be:

• Placed before the affiliate link or coupon code, not buried in footnotes or separated pages;
• Written in clear, unambiguous language;
• Visible on all devices (desktop and mobile);
• Included in every post, video, email, or communication containing an Affiliate Link or Coupon Code; and
• Compliant with current FTC guidelines.

6.3 Accurate Representation

Affiliate agrees to:

• Represent Company’s products and services truthfully and accurately;
• Not make false, misleading, or exaggerated claims about products;
• Not guarantee specific results or outcomes;
• Direct customers to Company’s Website for complete product information, pricing, and Terms of Service;
• Not alter product descriptions, pricing, or terms without Company’s written consent;
• Accurately represent the Affiliate Coupon Code discount (10% off) without exaggeration; and
• Immediately correct any inaccurate information upon notification by Company.

6.4 Brand Guidelines

When using Company’s trademarks, logos, or brand assets, Affiliate must:

• Use only approved Affiliate Materials provided by Company;
• Not modify, distort, or alter Company’s logos or trademarks;
• Not use Company’s name or trademarks in domain names, social media handles, or usernames without prior written approval;
• Not create the impression of a partnership, joint venture, employment, or agency relationship;
• Not register or use Company’s trademarks in any manner; and
• Comply with Company’s brand guidelines as updated from time to time.

6.5 Brand Name Usage and Presentation

When referring to Company in any marketing, promotions, or affiliate content, Affiliate must use the brand name High Hippy. Affiliate may not represent the Company name as a tagline or combined title such as “High Hippy | Premium THCa Flower – Fast Shipping” or any similar variation, and may not imply a different official business name.

• Approved brand name: High Hippy
• Not approved: High Hippy | Premium THCa Flower – Fast Shipping (or similar combined titles)
• Affiliate may not alter, add descriptors to, or re-title the brand name in a way that could confuse consumers about the Company’s identity.

6.6 Customer Relationship

Affiliate acknowledges that:

• Company owns the customer relationship, including all Attributed Customers;
• Affiliate has no authority to bind Company to any agreement;
• Affiliate may not make representations, warranties, or guarantees on Company’s behalf;
• Affiliate may not handle customer service issues, refunds, or disputes;
• All customer communications regarding orders, shipping, returns, or product issues must be directed to Company; and
• Affiliate has no ownership interest or ongoing rights to Attributed Customers beyond the commission structure defined in this Agreement.

7. TRACKING AND REPORTING

7.1 Tracking Platform

Company uses AffiliateWP to track clicks, conversions, customer attribution, and commissions. Affiliate agrees to:

• Use only Affiliate Links and Coupon Codes provided through the AffiliateWP platform;
• Not manipulate, cloak, redirect, or otherwise alter Affiliate Links;
• Not engage in cookie stuffing, click fraud, or other deceptive practices;
• Not attempt to circumvent the attribution system;
• Access the AffiliateWP dashboard to monitor performance and commission earnings; and
• Report any tracking discrepancies to Company immediately.

7.2 Reporting Accuracy

While Company makes commercially reasonable efforts to accurately track and report affiliate activity, Company does not guarantee the accuracy of tracking data and is not liable for any technical errors, omissions, or failures in the tracking system. Company’s records regarding sales, attribution, and commissions are final and binding.

7.3 Customer Attribution Records

Affiliate may view a list of Attributed Customers in the AffiliateWP dashboard (names may be anonymized for privacy). However, Affiliate has no ownership rights to customer data and may not export, copy, or use customer information for any purpose outside of this Agreement.

8. PROHIBITED ACTIVITIES

Affiliate expressly agrees NOT to engage in any of the following Prohibited Activities. Engaging in any Prohibited Activity constitutes a material breach of this Agreement and may result in immediate termination and forfeiture of all unpaid commissions, including all future Lifetime Commissions.

8.1 Age-Related Restrictions

• Marketing, advertising, or promoting Company’s products to individuals under 21 years of age;
• Creating content on platforms primarily used by minors (e.g., certain gaming streams, teen-focused social media);
• Using imagery, language, or themes that appeal to minors;
• Failing to implement age-verification where required by law; or
• Distributing Affiliate Links or Coupon Codes in locations accessible to minors without appropriate age-gating.

8.2 Medical and Health Claims

• Making medical claims, health claims, or therapeutic claims about Company’s products;
• Claiming that products diagnose, treat, cure, or prevent any disease or medical condition;
• Recommending products for specific medical uses;
• Suggesting products as alternatives to prescription medications;
• Providing medical advice or recommendations;
• Using medical terminology to describe product effects; or
• Implying that products have been evaluated or approved by the FDA for medical use.

8.3 False or Misleading Advertising

• Making false, misleading, or unsubstantiated claims about products;
• Misrepresenting product potency, effects, or ingredients;
• Creating fake reviews or testimonials;
• Falsely claiming endorsement by celebrities, experts, or organizations;
• Guaranteeing specific results or outcomes;
• Using before-and-after photos or claims;
• Misrepresenting the value or terms of the Affiliate Coupon Code; or
• Creating the false impression of third-party independence when reviewing products.

8.4 Prohibited Marketing Channels

• Pay Per Click (PPC) Policy: PPC bidding is NOT allowed without prior written permission from Company.
• Purchasing paid search ads (Google Ads, Bing Ads) bidding on Company’s brand name or variations;
• Using Company’s trademarks in paid advertising without written consent;
• Sending unsolicited commercial emails (spam);
• Using purchased email lists;
• Posting in forums or comment sections where such activity is prohibited;
• Engaging in black-hat SEO tactics or link schemes; or
• Purchasing traffic from low-quality sources, click farms, or bot traffic.

8.5 Coupon and Deal Site Restrictions

• Operating or posting on coupon, deal, or rebate websites without Company’s prior written consent;
• Creating or distributing unauthorized discount codes beyond the assigned Affiliate Coupon Code;
• Advertising Company’s products with unauthorized discounts or special offers;
• Misrepresenting the availability, terms, or value of the Affiliate Coupon Code or other promotions; or
• Engaging in coupon code manipulation or abuse.

8.5.1 Additional Coupon and Deal Site Rules

• Affiliates may not use misleading text on affiliate links, buttons, or images to imply discounts, coupons, or deals beyond currently authorized promotions for that Affiliate.
• Affiliates may not bid on or target keywords implying coupons or discounts for the Company, including “High Hippy coupons” or “High Hippy discounts,” without prior written approval.
• Affiliates may not use pop-ups, pop-unders, iframes, frames, or any hidden or automatic action that sets affiliate cookies unless the user clearly and explicitly clicks a clearly labeled link, button, or image for that specific coupon or deal.
• The user must be able to view the coupon or deal details before an affiliate cookie is set.
• Affiliate sites may not display “Click for Deal/Coupon” (or similar) when no deal exists, where the click opens the merchant site or sets a cookie.

8.6 Trademark and Intellectual Property Violations

• Registering domain names containing Company’s trademarks;
• Using Company’s trademarks in social media handles, usernames, or channel names without written consent;
• Creating content that infringes third-party intellectual property rights;
• Reverse-engineering, copying, or reproducing Company’s website or content; or
• Using Company’s trademarks in a manner that disparages or harms Company’s reputation.

8.7 Fraudulent Activity

• Cookie stuffing or other forms of click fraud;
• Generating artificial clicks or impressions;
• Using automated tools, bots, or scripts to generate traffic;
• Engaging in self-referrals or referring family or household members;
• Creating multiple accounts to earn duplicate commissions;
• Manipulating or interfering with tracking mechanisms or the attribution system;
• Submitting false or misleading performance reports;
• Abusing the Affiliate Coupon Code system; or
• Engaging in any scheme to defraud Company or its customers.

8.8 Content Restrictions

• Associating Company’s products with illegal activities or controlled substances;
• Creating content that is defamatory, obscene, pornographic, or offensive;
• Promoting illegal drug use or substance abuse;
• Violating platform terms of service (Instagram, YouTube, TikTok, etc.);
• Creating content that promotes violence, hatred, or discrimination;
• Using Company’s products in a manner inconsistent with their intended use; or
• Associating Company’s brand with controversial or harmful content.

8.9 Competitive Activities

• Simultaneously promoting directly competing THCa or hemp flower brands without disclosure;
• Misrepresenting Company’s products in comparison to competitors;
• Using Affiliate Links or Coupon Codes to redirect customers to competitor websites; or
• Engaging in disparagement of Company or its products.

9. TERM AND TERMINATION

9.1 Term

This Agreement begins on the Effective Date and continues until terminated by either party as provided herein.

9.2 Termination by Company

Company may terminate this Agreement and Affiliate’s participation in the Affiliate Program immediately, with or without cause, and with or without notice, including but not limited to termination for:

• Violation of any term or condition of this Agreement;
• Engagement in any Prohibited Activity;
• Failure to comply with applicable laws or regulations;
• Conduct that harms or could harm Company’s reputation or business interests;
• Inactivity for more than six (6) consecutive months;
• Providing false or misleading information to Company;
• Failure to respond to Company communications; or
• Any reason or no reason, in Company’s sole discretion.

9.3 Termination by Affiliate

Affiliate may terminate this Agreement at any time by providing written notice to Company at [email protected]. Termination will be effective thirty (30) days after receipt of notice.

9.4 Effect of Termination – Lifetime Commissions Cease Immediately

CRITICAL: Upon ANY termination of this Agreement, whether voluntary or involuntary, ALL commissions immediately cease, including ALL future Lifetime Commissions from previously Attributed Customers.

Upon termination of this Agreement:

• Affiliate must immediately cease all promotional activities and use of Affiliate Links and Coupon Codes;
• Affiliate must remove all Affiliate Materials, links, coupon codes, and references to Company from Affiliate’s websites, social media, and marketing channels;
• Affiliate’s access to the AffiliateWP dashboard will be revoked;
• The Affiliate Coupon Code will be immediately deactivated;
• ALL commissions cease immediately, including all future Lifetime Commissions from previously Attributed Customers;
• Company will pay any earned commissions for Qualifying Sales that occurred prior to the termination date and have met the minimum payment threshold, provided that termination was not due to Affiliate’s breach of this Agreement;
• If termination is due to Affiliate’s breach, violation of Prohibited Activities, or fraud, Affiliate forfeits all unpaid commissions (including pending Lifetime Commissions), regardless of amount or payment status;
• If termination is voluntary by Affiliate, all future Lifetime Commissions from previously Attributed Customers cease immediately as of the termination date. Affiliate will receive payment only for commissions earned and delivered prior to termination that meet the $100 threshold;
• Affiliate’s license to use Company’s trademarks and brand assets is immediately revoked;
• Attributed Customers remain Company property and Affiliate has no ongoing rights or claims to these customers;
• Sections 10 (Liability and Indemnification), 11 (Confidentiality), 12 (Intellectual Property), and 14 (General Provisions) survive termination; and
• Neither party has any further obligations under this Agreement except as expressly stated.

9.5 Death or Incapacity of Affiliate

In the event of Affiliate’s death or legal incapacity, this Agreement automatically terminates. All commissions, including Lifetime Commissions, immediately cease. Company will pay any earned commissions that met the $100 threshold prior to the date of death or incapacity to Affiliate’s estate or legal representative upon receipt of appropriate documentation.

9.6 Sale or Transfer of Affiliate’s Business

This Agreement is personal to Affiliate and may not be assigned or transferred. If Affiliate sells or transfers their business, this Agreement automatically terminates and all commissions cease. The new business owner must apply separately to the Affiliate Program and will not inherit Attributed Customers or Lifetime Commissions.

9.7 No Right to Continued Participation

Affiliate acknowledges that participation in this program, including the Lifetime Commission structure, is a privilege that may be revoked at any time. Affiliate has no vested right to future commissions beyond commissions already earned and paid.

10. LIABILITY AND INDEMNIFICATION

10.1 Independent Contractor Status

Affiliate is an independent contractor and not an employee, agent, partner, or joint venturer of Company. Affiliate has no authority to bind Company or make commitments on Company’s behalf. This Agreement does not create an employment, agency, partnership, or joint venture relationship.

10.2 Affiliate’s Liability

Affiliate is solely responsible for:

• All content, materials, and statements Affiliate creates, publishes, or distributes;
• Compliance with all applicable laws, regulations, and platform terms of service;
• All costs, expenses, and liabilities associated with Affiliate’s promotional activities;
• Any damages resulting from Affiliate’s breach of this Agreement;
• Any claims arising from Affiliate’s marketing activities;
• Proper use and promotion of the Affiliate Coupon Code; and
• Affiliate’s tax obligations.

10.3 Indemnification by Affiliate

Affiliate agrees to indemnify, defend, and hold harmless Company, its affiliates, subsidiaries, officers, directors, employees, agents, successors, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:

• Affiliate’s breach of any term or condition of this Agreement;
• Affiliate’s violation of any applicable law, regulation, or third-party right;
• Affiliate’s promotional activities, marketing materials, or content;
• Any false, misleading, or defamatory statements made by Affiliate;
• Any intellectual property infringement by Affiliate;
• Any personal injury or property damage caused by Affiliate;
• Any tax liabilities or employment claims related to Affiliate;
• Any FTC violations or failure to disclose the affiliate relationship;
• Any misuse or misrepresentation of the Affiliate Coupon Code;
• Any claims by customers or third parties arising from Affiliate’s conduct; or
• Any other act or omission by Affiliate in connection with this Agreement or the Affiliate Program.

This indemnification obligation survives termination of this Agreement.

10.4 Limitation of Company Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL LIABILITY TO AFFILIATE UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOST DATA, OR LOSS OF FUTURE LIFETIME COMMISSIONS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AFFILIATE SPECIFICALLY ACKNOWLEDGES THAT COMPANY HAS NO LIABILITY FOR LOSS OF FUTURE LIFETIME COMMISSIONS UPON TERMINATION OF THIS AGREEMENT, AS SUCH TERMINATION IS EXPRESSLY CONTEMPLATED AND AGREED TO IN SECTION 9.

10.5 Disclaimer of Warranties

THE AFFILIATE PROGRAM, AFFILIATE MATERIALS, TRACKING SYSTEM, AND ALL RELATED SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. COMPANY DOES NOT WARRANT THAT THE AFFILIATE PROGRAM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. CONFIDENTIALITY

11.1 Confidential Information

During the term of this Agreement, Affiliate may have access to Company’s confidential and proprietary information, including but not limited to: commission structures, business strategies, customer lists, customer attribution data, product information, pricing, marketing plans, and trade secrets (collectively, “Confidential Information“).

11.2 Obligations

Affiliate agrees to:

• Keep all Confidential Information strictly confidential;
• Not disclose Confidential Information to any third party without Company’s prior written consent;
• Use Confidential Information solely for purposes of performing under this Agreement;
• Not disclose customer attribution data, lists of Attributed Customers, or any customer information;
• Protect Confidential Information with at least the same degree of care used to protect Affiliate’s own confidential information; and
• Return or destroy all Confidential Information upon termination of this Agreement.

11.3 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of Affiliate; (b) was rightfully known to Affiliate prior to disclosure by Company; (c) is rightfully received by Affiliate from a third party without breach of confidentiality obligations; or (d) is required to be disclosed by law or court order, provided Affiliate gives Company prompt notice of such requirement.

11.4 Duration

Affiliate’s confidentiality obligations survive termination of this Agreement for a period of three (3) years.

12. INTELLECTUAL PROPERTY

12.1 Company’s Intellectual Property

Company retains all right, title, and interest in and to its trademarks, service marks, trade names, logos, domain names, website content, product descriptions, images, coupon codes, and all other intellectual property (collectively, “Company IP“). This Agreement does not transfer any ownership rights in Company IP to Affiliate.

12.2 Limited License

Subject to the terms of this Agreement, Company grants Affiliate a limited, non-exclusive, non-transferable, revocable license to use Company IP solely for the purpose of promoting Company’s products as an affiliate. This license terminates immediately upon termination of this Agreement.

12.3 Affiliate Content

Affiliate retains ownership of all original content created by Affiliate. However, by submitting content to Company or using Affiliate Materials, Affiliate grants Company a perpetual, worldwide, royalty-free license to use, reproduce, modify, and display such content for marketing and promotional purposes.

12.4 Feedback

Any suggestions, feedback, or ideas provided by Affiliate to Company regarding the Affiliate Program or Company’s products may be used by Company without compensation or attribution.

13. MODIFICATIONS TO AGREEMENT

13.1 Right to Modify

Company reserves the right to modify, amend, or update this Agreement at any time, including changes to commission rates, Lifetime Commission structure, coupon code terms, or any other provision. Modifications will be effective upon posting to highhippy.com/affiliate-terms or notification via email to Affiliate’s registered email address.

13.2 Acceptance of Modifications

Affiliate’s continued participation in the Affiliate Program after modifications are posted constitutes acceptance of the modified Agreement. If Affiliate does not agree to the modifications, Affiliate must terminate this Agreement as provided in Section 9.3.

13.3 Material Changes

For material changes affecting commission rates, Lifetime Commission structure, or core Affiliate obligations, Company will provide at least thirty (30) days’ notice before the changes take effect. However, Company reserves the right to modify or terminate the Lifetime Commission structure at any time with notice.

14. GENERAL PROVISIONS

14.1 Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law provisions. Any disputes arising under this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in Kent County, Michigan. Affiliate consents to personal jurisdiction in such courts.

14.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the Affiliate Program and supersedes all prior or contemporaneous agreements, understandings, representations, and communications, whether oral or written.

14.3 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

14.4 Waiver

No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or any other term. Company’s failure to enforce any provision shall not constitute a waiver of its right to enforce such provision or any other provision in the future.

14.5 Assignment

Affiliate may not assign, transfer, or delegate this Agreement or any rights or obligations hereunder without Company’s prior written consent. This includes but is not limited to: sale of Affiliate’s business, death of Affiliate, or transfer of Attributed Customer relationships. Company may assign this Agreement without consent. Any attempted assignment in violation of this provision is void.

14.6 Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, government actions, pandemics, or internet service failures.

14.7 Notices

All notices required under this Agreement must be in writing and sent to:

Company:
Frosty Club, LLC dba High Hippy
Email: [email protected]

Affiliate:
To the email address provided in Affiliate’s account registration.

Notices are deemed received when delivered via email (with confirmation of delivery).

14.8 Relationship of Parties

The parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship. Neither party has authority to bind the other or make commitments on the other’s behalf.

14.9 Survival

The following sections survive termination of this Agreement: Sections 5.4 (Payment Disputes), 9.4-9.7 (Effect of Termination), 10 (Liability and Indemnification), 11 (Confidentiality), 12 (Intellectual Property), and 14 (General Provisions).

14.10 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement. Electronic signatures, including click-through acceptance, shall have the same legal effect as handwritten signatures.