Affiliate Program Agreement

ThouArt, LLC dba ThouArt...Pets

Last Updated: September 8, 2026

This Affiliate Program Agreement (the "Agreement") governs participation in the affiliate marketing program operated by ThouArt, LLC dba ThouArt...Pets ("Merchant," "we," "us," or "our"). A person or entity that applies for or participates in the Program is referred to as an "Affiliate," "you," or "your."

The purpose of the Program is to permit approved Affiliates to refer prospective customers to Merchant through authorized links, codes, content, and promotional methods and, when the requirements of this Agreement are satisfied, to earn commissions on Qualifying Transactions.

1. Acceptance; Program Materials

You accept this Agreement by submitting an application, clicking an acceptance control, accessing the affiliate portal, using an Affiliate Link or Affiliate Code, or otherwise participating in the Program after this Agreement becomes effective. You may participate only if you accept the Agreement without modification.

The "Program Materials" include the affiliate signup form, commission rate information, cookie or attribution period shown in the portal, campaign terms, promotional rules, brand or trademark guidelines, technical requirements, and other written policies or instructions Merchant makes available for the Program. The Program Materials are incorporated into this Agreement by reference and may be updated as provided in Section 23. If a Program Material conflicts with this Agreement, this Agreement controls unless the Program Material expressly states that it modifies a specifically identified provision of this Agreement.

2. Enrollment, Eligibility, and Account Information

Merchant may approve or reject any application in its sole discretion. Rejection of an application does not create a right to compensation, reimbursement, or damages. Merchant may require additional information before or after approval and may condition participation on compliance with any reasonable verification requirement.

You represent that you are legally able to enter into binding contracts and that all information supplied in connection with the Program is complete and accurate. You must keep your account information, payment information, tax information, contact information, and identification of your promotional channels current at all times.

Merchant may determine that a website, social media account, publication, or other promotional channel is unsuitable for the Program. Unsuitable channels include those that promote unlawful activity, fraud, deception, infringement, obscene or sexually explicit material, violence or dangerous conduct, harassment or hate, material invasions of privacy, or content that otherwise creates material legal or reputational risk for Merchant.

If Merchant has previously terminated or suspended you, or an account Merchant reasonably determines is controlled by, affiliated with, or acting in concert with you, you may not re-enroll without Merchant's prior written authorization.

3. Independent Contractor Relationship; No Authority

Affiliate participates as an independent contractor. Nothing in this Agreement creates employment, agency, partnership, joint venture, franchise, fiduciary, sales-representative, or similar relationship between Merchant and Affiliate.

Affiliate has no authority to bind Merchant, sign contracts for Merchant, incur expenses or obligations in Merchant's name, collect payments for Merchant, make warranties on Merchant's behalf, or represent that Affiliate is an employee, agent, or authorized representative of Merchant. Merchant's separately published independent contractor agreement, if provided to Affiliate as part of the Program Materials, is incorporated into this Agreement.

4. Affiliate Links, Codes, and Referral Attribution

4.1 Authorized links and codes

Merchant or its affiliate platform may provide a tagged referral link (an "Affiliate Link") and may assign one or more promotional or discount codes (an "Affiliate Code"). Affiliate may create product- or collection-specific Affiliate Links only through tools or methods authorized by Merchant. Affiliate must use the identifier assigned to Affiliate and may not alter a link or code in a way that interferes with tracking, attribution, disclosures, or the customer experience.

If Merchant has not assigned or approved a particular branded code, Affiliate may not advertise or distribute that code. A single transaction does not generate duplicate commissions merely because both an Affiliate Link and an Affiliate Code are used.

4.2 Referral Session and last-valid-referral rule

A "Referral Session" begins when a prospective customer clicks a valid Affiliate Link or uses an Affiliate Code in a manner that Merchant's tracking system recognizes as attributable to Affiliate. Unless the applicable Program Materials state a different rule, the Referral Session ends at the earliest of:

- the expiration of the cookie or attribution period stated in the signup form, affiliate portal, or applicable campaign terms;

- the customer completing a Qualifying Transaction;

- the customer clicking a valid Affiliate Link, or using an Affiliate Code, that Merchant's system attributes to a different Affiliate and treats as superseding the earlier referral;

- the customer clearing, rejecting, or disabling the tracking technology, or tracking otherwise becoming unavailable; or

- termination of Affiliate's participation in the Program.

Accordingly, if a customer first follows another Affiliate's referral and later follows your valid referral before the earlier Referral Session has resulted in a Qualifying Transaction, the later valid referral may supersede the earlier referral. The same rule applies in reverse. Merchant's affiliate tracking system and records will control attribution, subject to Merchant's review for manifest error, fraud, refunds, cancellations, duplicate claims, and other adjustments.

4.3 Tracking limitations

Merchant may use cookies, referral parameters, codes, device or browser information, and other lawful tracking technologies. Tracking may be affected by browser settings, privacy choices, cookie consent, ad blockers, device changes, cross-device activity, platform limitations, outages, or other technical conditions. Merchant does not guarantee that every referral will be tracked. Commissions are payable only on transactions actually recorded and attributed by Merchant's system after review.

5. Qualifying Transactions and Commissionable Net Sales

A "Qualifying Transaction" is a completed purchase of an eligible product or service from Merchant that is properly attributed to Affiliate, paid for by the customer, not disqualified under this Agreement, and accepted by Merchant as valid. Merchant may identify products, services, orders, customers, channels, or campaigns that are excluded from commission eligibility.

"Commissionable Net Sales" means the merchandise selling price actually received by Merchant after discounts, excluding sales and similar taxes, shipping or delivery charges, duties, tips, gift cards, store credit, payment-processing or financial-institution charges, refunds, partial refunds, cancellations, chargebacks, bad debt, fraudulent transactions, and any other amount that Merchant does not retain as merchandise revenue.

The commission rate, minimum payout threshold, campaign-specific terms, and any special incentives are those shown in the affiliate portal or other applicable Program Materials at the time the transaction is attributed. Merchant may offer different rates or incentives to different Affiliates, products, campaigns, or channels.

A transaction is not commissionable if it results from prohibited conduct, is incorrectly or incompletely tracked, is canceled, returned, refunded, charged back, fraudulent, unpaid, or otherwise fails the requirements of this Agreement. A transaction already validly attributed to another Affiliate will not be paid to you unless the attribution rules in Section 4 result in a later valid reassignment to you.

6. Commission Reporting, Approval, Payment, and Adjustments

Commission status may appear in the affiliate portal, including in conversion and payout reporting. Portal reporting is provisional until Merchant validates the transaction. Merchant may review every conversion for compliance, fraud, returns, customer disputes, attribution errors, and other adjustments.

Commissions remain pending until the applicable return, refund, fraud-review, and validation period has expired. Unless the affiliate portal states a different payment schedule, approved commissions are ordinarily paid approximately 60 days after the end of the calendar month in which the Qualifying Transaction was recorded, subject to the minimum payout threshold and the payment method available in the portal.

Affiliate must maintain valid payment and tax information. Merchant may hold payment while required information is missing or while a reasonable compliance, fraud, return, chargeback, or attribution review is pending. Merchant is not responsible for payment-processing charges, bank fees, rejected transfers caused by incorrect information, or unclaimed payments. Payments will be made in U.S. dollars unless Merchant expressly offers another currency.

If a transaction is later refunded in whole or in part, canceled, charged back, determined to be fraudulent, or otherwise disqualified, Merchant may reverse or reduce the associated commission. Merchant may deduct reversals, overpayments, or other amounts owed by Affiliate from future commissions. If an overpayment exceeds amounts otherwise payable, Affiliate must repay the balance upon request.

Merchant may issue Form 1099 or other tax reporting as required by law. Affiliate is solely responsible for Affiliate's own income, employment, sales, use, excise, registration, and other tax obligations arising from participation in the Program, except for taxes Merchant is legally required to withhold or remit.

7. Affiliate Disclosure and Advertising-Law Compliance

Affiliate must clearly and conspicuously disclose the financial relationship with Merchant whenever Affiliate endorses, recommends, reviews, or promotes Merchant or its products. The disclosure must be easy to notice and understand and must appear close to the endorsement, Affiliate Link, Affiliate Code, or other promotional claim. Examples of acceptable plain-language disclosures include: "I may earn a commission if you purchase through this link" or "Paid link - I may earn a commission from purchases."

Affiliate may not bury the disclosure in a profile, terms page, long hashtag list, hyperlink, or other location consumers are unlikely to notice. Disclosures must be repeated as needed when a platform, format, or viewing experience could cause the disclosure to be missed.

Affiliate is solely responsible for compliance with the Federal Trade Commission Endorsement Guides and all applicable advertising, consumer-protection, privacy, electronic-marketing, email, text-messaging, telemarketing, and similar laws and rules, including CAN-SPAM and the TCPA where applicable. For communications sent by Affiliate, Affiliate is responsible for obtaining any required consent, honoring opt-out rights, and acting as the sender or initiator to the extent imposed by applicable law.

Violation of this Section is a material breach and may result in immediate suspension or termination.

8. Permitted Marketing Channels and Marketing Resources

Affiliate may promote Merchant through Affiliate's approved website, social media accounts, email or direct messaging sent only to recipients who have lawfully opted in, and other channels approved by Merchant. Print advertising may be used only with Merchant-provided or Merchant-approved brand materials and must include any disclosure required by law and this Agreement.

Through the Marketing Resources area or other Program Materials, Merchant may make banners, logos, product images, copy, promotional graphics, HTML code, or other materials available (collectively, "Program Content"). Affiliate may use Program Content only as authorized by Section 13 and must promptly remove or update references to expired promotions, outdated prices, discontinued products, or other time-sensitive information.

Affiliate must not make inaccurate, exaggerated, deceptive, unsupported, or misleading statements about Merchant, its products, prices, promotions, availability, policies, or services. Affiliate may express genuine opinions but may not fabricate experiences, reviews, testimonials, endorsements, or product characteristics.

9. Prohibited Activities and Traffic Manipulation

Affiliate may not directly or indirectly engage in, authorize, assist, encourage, or facilitate conduct that manipulates attribution, misleads consumers, diverts Merchant traffic, or otherwise undermines the Program. Prohibited conduct includes:

- spam, unsolicited bulk messages, deceptive solicitations, or communications sent without legally required consent;

- cookie stuffing; hidden iframes; forced clicks; auto-redirects; pop-unders; invisible links; link injection; clickjacking; fabricated referrals; bots; click farms; automated traffic; or any other method intended to create or claim referrals without a genuine customer action;

- adware, spyware, browser extensions, toolbars, software, scripts, or devices that intercept, overwrite, replace, or divert another party's referral or Merchant's organic traffic without Merchant's prior written approval;

- cloaking, spoofing, obscuring, or disguising the source of traffic or using intermediary pages principally to redirect users to Merchant without a genuine affirmative user action;

- purchasing Merchant products through your own Affiliate Link or Affiliate Code, or directing friends, relatives, employees, contractors, business partners, or controlled entities to do so for the purpose of generating commissions;

- placing Affiliate Links or Codes on Merchant's own website, customer-service channels, checkout flow, or other Merchant-controlled property unless Merchant expressly authorizes it;

- promoting an unauthorized, expired, fabricated, leaked, or misrepresented coupon or discount code;

- misrepresenting the source, purpose, terms, price, availability, or benefits of a Merchant offer; or

- any unlawful, fraudulent, infringing, deceptive, or abusive activity.

If Affiliate acts through an employee, contractor, sub-affiliate, agency, automated system, or other person or technology, Affiliate is responsible for that conduct as though Affiliate performed it directly.

10. Paid Search, Brand Bidding, Domains, and Traffic Diversion

Unless Merchant gives prior written approval, Affiliate may not purchase or bid on keywords, search terms, audience identifiers, or advertising placements that contain "ThouArt," "ThouArt...Pets," Merchant's domain names, Merchant trademarks, or confusingly similar variations or misspellings.

Affiliate may not run advertisements that state or imply that Affiliate is Merchant, is Merchant's official advertising account, or is specially endorsed by Merchant. Affiliate may not use Merchant's domain as a display URL, direct paid search or paid social advertisements straight to Merchant's website, or use paid advertisements principally to capture or displace traffic that would otherwise reach Merchant organically, unless Merchant gives prior written approval.

Affiliate may not register, use, or control a domain name, subdomain, social-media username, account name, group name, app name, or other identifier that is identical or confusingly similar to Merchant's name, marks, domains, or branding. Affiliate may not purchase search-engine advertising that causes an Affiliate Link to be generated or displayed as though it were a Merchant advertisement.

11. Network and Downline Affiliates

If Merchant enables the Network feature, an Affiliate may use the authorized network link to invite others to apply as downline Affiliates. Unless Program Materials state otherwise, the network is limited to one downline level. A person becomes a downline Affiliate only after applying, being accepted by Merchant, and being recorded by the affiliate platform as associated with the applicable upline Affiliate.

An upline Affiliate may receive network commissions only on qualifying downline transactions and only at the rates and under the conditions shown in the affiliate portal. Merchant may modify, suspend, or discontinue the Network feature or network commission rates prospectively. No upline Affiliate has authority to approve a downline applicant, promise earnings, alter Merchant's terms, or represent the downline Affiliate as an employee or agent of Merchant.

12. Merchant Customers; Orders; Customer Service

Customers who purchase from Merchant through the Program are Merchant's customers for purposes of the transaction with Merchant. Affiliate acquires no ownership interest in Merchant's customer relationship, order information, customer lists, or customer data by reason of a referral.

Merchant exclusively controls its prices, product availability, terms of sale, acceptance or rejection of orders, payment processing, fulfillment, returns, refunds, customer service, and operating procedures. Merchant may change those matters at any time. If a customer contacts Affiliate about an order or customer-service issue involving Merchant, Affiliate must direct the customer to Merchant's customer-service channels and must not make commitments on Merchant's behalf.

Nothing in this Section prevents Affiliate from owning and communicating with Affiliate's own audience or customers using information Affiliate collected independently and lawfully. Affiliate may not use nonpublic Merchant customer information except as expressly authorized by Merchant and applicable law.

13. Program Content, Trademarks, and Intellectual Property License

Subject to continued compliance with this Agreement, Merchant grants Affiliate a limited, revocable, nonexclusive, nontransferable, nonsublicensable, royalty-free license during the term of the Agreement to display Program Content and those Merchant names, logos, and trademarks Merchant specifically makes available for the Program, solely to promote Merchant and generate lawful referrals under this Agreement.

Affiliate may not alter a Merchant logo or trademark, remove proprietary notices, create derivative branding, combine Merchant marks with other marks in a confusing way, imply sponsorship or endorsement beyond the affiliate relationship, or use Program Content for a purpose unrelated to the Program. Affiliate may resize an approved graphic proportionally when necessary for placement, provided the mark remains legible and unaltered in substance.

All ownership rights in Merchant's marks, Program Content, products, photographs, artwork, website, copy, and other intellectual property remain with Merchant or its licensors. All goodwill arising from Affiliate's permitted use of Merchant marks benefits Merchant. Affiliate may not challenge Merchant's ownership or apply to register any mark, domain, account name, or other identifier confusingly similar to Merchant's marks.

Affiliate may not use Program Content, Merchant images, customer data, or nonpublic Program information to train, fine-tune, evaluate, or develop a machine-learning, artificial-intelligence, or similar model without Merchant's prior written consent.

The license granted by this Section ends automatically when this Agreement or Affiliate's Program participation ends, or earlier if Merchant revokes it in writing. Affiliate must then promptly stop using and remove the affected Program Content and Merchant marks.

14. Affiliate Content and Channel Responsibility

Affiliate is solely responsible for the development, operation, security, maintenance, legality, and content of Affiliate's websites, social accounts, publications, emails, advertisements, and other channels. Affiliate is also solely responsible for the accuracy and appropriateness of statements placed around Affiliate Links or Codes.

Affiliate must ensure that Affiliate's content and promotional activities do not infringe or misappropriate copyrights, trademarks, publicity rights, privacy rights, trade secrets, or other rights of Merchant or any third party. Affiliate must maintain any privacy policy, cookie notice, consent mechanism, or other disclosure required by law for Affiliate's own collection and use of personal information or tracking technologies.

Affiliate may not claim that Merchant guarantees Affiliate's content, endorses Affiliate, sponsors Affiliate, or has verified Affiliate's opinions, unless Merchant has provided a specific written authorization.

15. Compliance Review, Monitoring, and Records

Merchant may review publicly available Affiliate channels, referral patterns, conversion data, use of Program Content, and other information reasonably related to Program compliance. Merchant may request screenshots, source URLs, campaign records, traffic-source information, advertising samples, consent records, or written certification of compliance. Affiliate must respond promptly and truthfully to reasonable requests.

Merchant may suspend attribution, place commissions on hold, disable links or codes, or restrict Program features while investigating suspected error, fraud, abuse, infringement, or noncompliance. Merchant's failure to detect or object to conduct at one time does not waive the right to enforce the Agreement later.

Affiliate must retain records reasonably sufficient to substantiate required advertising disclosures, consent for direct marketing, and the source of material paid traffic for at least two years after the applicable promotion, or longer if required by law.

16. Representations, Warranties, and No Earnings Guarantee

Affiliate represents, warrants, and covenants that Affiliate will comply with this Agreement and all applicable laws; has all rights and permissions needed for Affiliate's promotional activities; will provide accurate information to Merchant; and will not use the Program in a manner that subjects Merchant to sanctions, export-control violations, unlawful data practices, or other legal restrictions applicable to Affiliate's activities.

Affiliate has independently evaluated whether participation in the Program is appropriate and is not relying on any promise or representation concerning expected traffic, conversion rates, sales, income, or profitability except for the express commission terms stated in the Program Materials. Merchant does not guarantee any minimum amount of traffic, sales, or commissions.

17. Confidential Information

Nonpublic information Merchant makes available in connection with the Program that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information") remains Merchant's property. Confidential Information may include nonpublic pricing plans, campaign plans, customer or sales information, conversion data, product plans, technical information, security information, business methods, and unpublished Program terms.

Affiliate may use Confidential Information only as reasonably necessary to participate in the Program, may disclose it only to personnel or contractors who need it and are bound by confidentiality obligations, and must use reasonable measures to protect it. These restrictions do not apply to information Affiliate can document was lawfully known without restriction, becomes public without Affiliate's breach, is independently developed without use of Confidential Information, or is lawfully received from a third party without a duty of confidentiality.

If law requires disclosure, Affiliate may disclose only the legally required portion and, when legally permitted, must give Merchant prompt notice so Merchant may seek protective treatment. These confidentiality obligations continue for five years after termination; trade secrets remain protected for so long as they qualify as trade secrets under applicable law.

18. Suspension, Commission Disqualification, and Forfeiture

In addition to other remedies, Merchant may disqualify transactions, reverse commissions, suspend payment, or withhold unpaid commissions when Merchant reasonably determines that the amounts are connected with fraud, manipulation, prohibited promotion, inaccurate attribution, breach of this Agreement, chargebacks, returns, or other abuse.

For a material, fraudulent, deceptive, or repeated violation that undermines the integrity or verifiability of Affiliate's account, Merchant may, to the maximum extent permitted by applicable law, permanently deny unpaid commissions otherwise payable under the Program, including unpaid amounts not directly traceable to the specific transaction giving rise to the violation. This remedy is without prejudice to Merchant's right to recover damages or other amounts that exceed the withheld commissions.

Merchant may hold accrued unpaid commissions for a reasonable period after suspension or termination to account for returns, refunds, chargebacks, disputes, fraud reviews, and final adjustments.

19. Term and Termination

This Agreement begins when Affiliate first accepts it or participates in the Program. Either party may terminate the Agreement at any time, with or without cause, by giving the other party seven calendar days' written notice.

Merchant may suspend Affiliate immediately or terminate this Agreement immediately upon written notice if Merchant reasonably determines that:

- Affiliate has materially breached this Agreement or a Program Material;

- Affiliate fails to cure a non-material breach within seven days after written notice when Merchant elects to provide an opportunity to cure;

- Affiliate's activity is fraudulent, deceptive, unlawful, manipulative, or abusive;

- Merchant may face claims, liability, tax obligations, regulatory exposure, security risk, or material reputational harm because of Affiliate's participation;

- Affiliate has previously been terminated or suspended, or is acting with a person or entity previously terminated or suspended;

- Affiliate fails to provide requested compliance information or certification; or

- Merchant discontinues the Program or the relevant feature, campaign, territory, or class of participation.

Upon termination, Affiliate must stop holding itself out as a Program participant, stop using Merchant marks and Program Content, and remove Affiliate Links and Codes as reasonably practicable. Termination does not excuse obligations or liabilities that accrued before termination. Sections concerning customer relationships, intellectual property, confidentiality, commission adjustments, disclaimers, liability limitations, indemnification, dispute resolution, taxes, and other provisions that by their nature should survive will survive termination.

20. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PROGRAM, AFFILIATE PORTAL, TRACKING TECHNOLOGY, AFFILIATE LINKS, AFFILIATE CODES, PROGRAM CONTENT, REPORTS, AND OTHER PROGRAM SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MERCHANT MAKES NO WARRANTY THAT THE PROGRAM WILL BE CONTINUOUS, ERROR-FREE, SECURE, ACCURATE, COMPATIBLE WITH EVERY DEVICE OR BROWSER, OR FREE FROM INTERRUPTION OR LOSS OF TRACKING DATA.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCHANT DISCLAIMS EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES RELATING TO THE PROGRAM, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, EXCEPT TO THE EXTENT A WARRANTY CANNOT LAWFULLY BE DISCLAIMED.

Merchant may change, suspend, replace, or discontinue Program features, tracking methods, promotional materials, products, services, or campaigns. Merchant is not responsible for Affiliate's investments, staffing, advertising expenditures, commitments, expected profits, or business decisions made in reliance on continued participation in the Program.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MERCHANT AND ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST DATA, OR LOST BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT, EVEN IF ADVISED THAT SUCH DAMAGES MAY OCCUR.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF MERCHANT AND THE OTHER PARTIES DESCRIBED ABOVE FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PROGRAM OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO AFFILIATE UNDER THIS AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE MOST RECENT CLAIM.

Nothing in this Agreement excludes or limits liability that applicable law does not permit the parties to exclude or limit.

22. Indemnification

To the maximum extent permitted by law, Affiliate will defend, indemnify, and hold harmless Merchant, its affiliates, owners, officers, directors, employees, contractors, licensors, and representatives from claims, demands, investigations, damages, losses, liabilities, judgments, penalties, costs, and reasonable attorneys' fees arising out of or relating to:

- Affiliate's websites, social accounts, publications, advertisements, messages, software, or other promotional channels or content;

- Affiliate's use of Program Content, Merchant marks, Affiliate Links, Affiliate Codes, or Program data;

- Affiliate's breach of this Agreement or applicable law, including advertising, privacy, intellectual-property, and electronic-marketing laws;

- Affiliate's taxes, duties, registrations, or failure to satisfy tax obligations for which Affiliate is responsible;

- Affiliate's negligence, willful misconduct, fraud, or unauthorized representations; or

- acts or omissions of Affiliate's employees, contractors, agents, agencies, sub-affiliates, or other persons acting on Affiliate's behalf.

Merchant may assume control of the defense of a covered claim with counsel of its choosing. Affiliate may not settle a claim in a manner that admits liability by Merchant, imposes obligations on Merchant, or restricts Merchant's rights without Merchant's prior written consent.

23. Changes to the Program and Agreement

Merchant may modify this Agreement or the Program Materials from time to time in its sole discretion by posting a revised version in the affiliate portal or on a Program webpage, or by sending notice to the email address associated with Affiliate's account. The notice will state the effective date. Except for changes that increase commissions, address legal or security requirements, correct errors, or must take effect sooner for operational reasons, Merchant will ordinarily provide at least two business days' notice before a material adverse change takes effect.

Affiliate's continued participation after the effective date constitutes acceptance of the revised terms. If Affiliate does not agree to a modification, Affiliate's remedy is to stop participating and terminate the Agreement under Section 19. No oral statement changes this Agreement unless it is contained in a written amendment signed by an authorized representative of Merchant.

24. Governing Law; Arbitration; Class and Jury Waivers

The Federal Arbitration Act and applicable federal law govern the arbitration provisions of this Section. Except for conflict-of-law rules, the laws of the State of Texas govern this Agreement and disputes arising out of or relating to the Program, the Agreement, Program transactions, or the relationship between Merchant and Affiliate.

Except for a claim that qualifies for small-claims court or a request for temporary or injunctive relief concerning intellectual property, confidential information, misuse of Merchant marks, fraud, or unauthorized access, any dispute arising out of or relating to the Program or this Agreement will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will take place in the Texas county in which Merchant's principal business office is located, unless the parties agree to another location or remote proceeding.

Before initiating arbitration, the complaining party must send the other party a written notice describing the claim and the relief requested and allow at least 30 days for an informal attempt to resolve the matter. Notice to Merchant may be sent to the contact email in Section 26 and to Merchant's then-current principal business address shown in its public business records. Merchant may send notice to the email and address associated with Affiliate's account.

EACH PARTY AGREES THAT DISPUTE-RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF A CLAIM PROCEEDS IN COURT RATHER THAN ARBITRATION, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW. A COURT WITH JURISDICTION MAY ENTER JUDGMENT ON AN ARBITRATION AWARD.

If the individual-action waiver or another portion of this Section is found unenforceable as to a particular claim or remedy, that portion will be severed only to the minimum extent necessary, and the remainder of the Section will continue to apply to the fullest extent permitted by law.

25. Notices, Communications, and Program Administration

Merchant may send Program communications by email, portal notification, or other electronic means associated with Affiliate's account. Affiliate is responsible for maintaining a current email address and is deemed to have received notices sent to that address when transmitted, subject to applicable law.

Merchant may market directly to customers, operate competing or overlapping marketing programs, appoint other Affiliates on different terms, or solicit traffic through its own or third-party channels. This Agreement is nonexclusive and does not restrict Merchant from using other sales, advertising, influencer, referral, or affiliate arrangements.

Any approval, exception, waiver, or consent by Merchant is effective only if given in writing by an authorized representative and applies only to the specific matter stated. Merchant's failure to enforce a provision at one time is not a waiver of later enforcement.

26. Miscellaneous; Withdrawal; Contact

Affiliate may not assign or transfer this Agreement, an account, an Affiliate Link, an Affiliate Code, or a right to commissions without Merchant's prior written consent. Merchant may assign this Agreement to an affiliate, successor, purchaser of substantially all relevant assets, or other entity succeeding to the Program.

This Agreement, together with the Program Materials and any incorporated independent contractor agreement, is the entire agreement between the parties concerning the Program and supersedes prior or contemporaneous discussions, representations, and affiliate-program terms on the same subject. If any provision is held unenforceable, it will be modified or severed only to the extent necessary, and the remaining provisions will continue in effect. Headings are for convenience only. The words "including" and "includes" are illustrative and not limiting.

Neither party is liable for delay or failure to perform an obligation, other than payment obligations already due, to the extent caused by events beyond that party's reasonable control, including natural disasters, widespread network or utility outages, governmental action, labor disruption, war, terrorism, or failures of third-party infrastructure.

Affiliate may withdraw from the Program by sending an email to thouart1@thouart.com with the subject line "Exclusion from Affiliate Program," or by using any account-closure option Merchant makes available in the affiliate portal. Questions about the Program may be sent to thouart1@thouart.com.

ACKNOWLEDGMENT

By applying to, accessing, or participating in the Program, Affiliate acknowledges that Affiliate has read, understands, and agrees to be bound by this Agreement and the Program Materials incorporated into it.