December 01, 2020

Welcome to the CannaSOS.com and CannaSOS.Shop (the “Website”) referral, influencer, and affiliate program (“Affiliate Program”) and its terms and conditions presented by Core State Holdings, Corp. (“Company”). The following terms and conditions (“Affiliate Terms”) apply to you and your use of the Website and any commerce service associated with the Affiliate Program (each one being a “Affiliate Modules” AKA “AM”) that Core State Holdings, Corp., makes available for you and users and Registered Users (“Users”) and Users referred to the Website through the Referral and Affiliate Program (“Referrals”) and Users that take part in the Referral and Affiliate Program (“Affiliates”) on CannaSOS.com; including CannaSOS.Shop. These Affiliate Terms are an extension of the CannaSOS.Shop Terms of Use, the Return Policy, and any other legal policies in place relating to the use of the Website. Core State Holdings, Corp., subject to the provisions of this paragraph, may amend the Affiliate Terms in its sole discretion and at any time.

Any person or entity that participates or attempts to participate in our Affiliate Program must accept this Referral and Affiliate Program Terms and Conditions (“Agreement”) without change. By registering for or using the Website, you agree to this Agreement, our Terms of Use, our Return Policy, and any other legal policies in place.

Table of Contents

1. What is the Referral and Affiliate Program?
2. Associates Program Compliance & Marketing Requirements.
3. Our CannaSOS Customers and Users.
4. Being Identified as an Affiliate.
5. Warranties.
6. No Agency.
7. Affiliate Customer Service.
8. Disclaimers.
9. Limitations on Liability.
10. The Term and Termination.
11. Indemnification.
12. Governing Law and Disputes.
13. Possible Sanctions.
14. Taxes.
15. Affiliate Tax Provisions and General Information.
16. Additional Provisions.
17. Modification.

1. What is the Referral and Affiliate Program?

The CannaSOS.Shop Affiliate Program allows and permits you to monetize your social media or website user-generated content, or other online websites (“Social Platforms“), by placing on your Social Platforms links directing to the Website or any other site that part of the Affiliate Program. These referral links must properly use the special “tagged” link formats we provide and comply with this Agreement (“Referral Links“). The Affiliate Program is open to anyone of any age, however depending on the type of item(s) being promoted by you and any local laws associated with the promotion of that particular item(s). However, to use the Website – specifically CannaSOS.com – you must be the age of 19 or over.

When Users click through Referral Links to purchase an item sold, or service offered, on the Website, and the user proceeds and finalizes the purchase, you can receive referral fees for qualifying purchases (“Affiliate Referral Fee”). Every Product Listing on the Website is tied to a Seller. This Seller may activate their Product Listing and have it tied to the ongoing Affiliate Program. By doing so, the Seller modifies the percentage, from each sale, they want to provide to the Affiliate for assisting in the promotion of their particular product. This percentage will vary depending on how much commission the Seller is comfortable with providing. However, if the Seller does not provide a Affiliate Referral Fee upon creating a Product Listing, if the Product Listing falls under the Affiliate Program, then the Company will provide to you 5% from the final sale (after the Company deducts applicable taxes and shipping fees) of the product automatically once a User has purchased that particular product. All information, pertaining to the amount of Affiliate Referral Fee you receive from the selling of a particular item, is displayed in the Product Listing when going using the Affiliate Modules provided to you on the Website by the Company.

In order to facilitate your advertisement of these items or services, we may make available to you text, data, link formats, images, videos, widgets, links, marketing content, and other linking tools, application program interfaces, and other information in connection with the Affiliate Program (“Affiliate Program Content“). The Affiliate Program Content specifically excludes any data, images, text, or other information or content relating to product offerings on any site other than the CannaSOS.Shop and CannaSOS.com websites.

2. Associates Program Compliance & Marketing Requirements

In order for you to take part in the Affiliate Program and receive Affiliate Referral Fees, you must comply with this Agreement, and must promptly provide us with any information that we request to verify your compliance with this Agreement.

We do not plan on limiting the geolocations, demographics, and the Social Platforms that are available to the Affiliate when it comes to promoting a certain Product Listing. However, when it comes to marketing and sale of particular items/services, the Affiliate must comply with the Terms of Use (specifically, but not limited to Section 4 and Section 5, and Section 17) and current local and federal laws in the region that the Affiliate is located and that is interested in targeting for the promotion of a particular Product Listing. In addition, the Affiliate may be required to report, as necessary and applicable, to the Federal Trade Commission (FTC) concerning Referral Links. The FTC requires a disclosure statement within any and all pages, blog/posts or social media posts where Referral Links (affiliate links) are used in an endorsement or review, and where it is not clear that the link is a paid advertisement. In addition, the Affiliate’s disclosure statements should be clear and concise and state that they may be compensated if the user makes a purchase. E.g. “This post contains affiliate links and I will be compensated if you make a purchase after clicking on my links.” For more information about FTC disclosure requirements, please review the FTC’s “Dot Com Disclosures” Guidelines and the FTC’s Endorsement Guidelines.

It is important for the Affiliate to keep in mind that a Referral becomes part of an Affiliate’s network only once the Referral has been referred to the platform (by clicking and being transferred to the Website through a Referral Link) AND has Signed Up on the Website. By default, the Referral is part of the Affiliate’s network for the lifetime of the Referral’s Account (and Affiliate Account, if not terminated) and the Affiliate is able to receive Affiliate Referral Fees on a lifetime basis from the lifetime (until close, deletion, or termination) of the Referral’s Website Account. There is no fixed Affiliate Referral Fee that the Affiliate earns off of each Referral, as it entirely depends on the Seller and what percentage they want to provide as commission for each of their Product Listing’s, and the category of the Product Listing.

If the Affiliate Account is closed, deleted or terminated, or shows inactiveness for a period of one (1) calendar year, then the Affiliate will lose its Referrals, and the Referrals will be free to become part of another Affiliate’s account.

If you violate this Agreement, or if you violate terms and conditions of any other applicable Company agreement relating to CannaSOS and/or CannaSOS.Shop, then, in addition to any other rights or remedies available to us, we reserve the right to permanently (to the extent permitted by applicable law) withhold (and you agree you will not be eligible to receive) any and all fees otherwise payable to you under this Agreement, whether or not directly it is related to such violation without notice and without prejudice to any right of Core State Holdings, Corp. to recover damages in excess of this amount.

3. Our CannaSOS Customers and Users

It is important to understand that our Users, Referrals, other Affiliates, and customers are not, by virtue of your participation in the Affiliate Program, your customers. As between you and us, all rules, pricing, policies, terms of sale, and procedures concerning User and customer service, User and customer orders/purchases, and product sales set forth on the Company Website will apply to those Users and customers and may be changed at any time.

You will not take part in handling or addressing any contacts with any of our Users and customers, and, if you are contacted by any of those people, for a matter relating to interaction with the Website, you will state that those people must follow all applicable contact directions on Website in order to address their customer service-related inquiry.

4. Being Identified as an Affiliate

On your Social Platforms or any other location where the Company may allow your display or other use of the Affiliate Program Content, you must clearly state the following, or if required, then any substantially similar statement previously allowed under these Terms and Conditions or our Terms of Use: “As a CannaSOS.Shop Affiliate, I earn from qualifying purchases.”, “As a CannaSOS Affiliate, I earn from qualifying purchases.”

Other than for this disclosure, you will not make any public communication with respect to these Terms and Conditions or your participation in the Affiliate Program without our advance written permission, or as defined in this Agreement.

You will not damage or misrepresent our relationship with you (including implying or expressing that we sponsor you, support you, or that we endorse you), or imply or express any affiliation between us and you or any other person or entity except as expressly permitted by these Terms and Conditions.

5. Warranties

You represent, warrant, and covenant that (a) you will participate in the Affiliate Program and create, maintain, and operate your marketing in accordance with this Agreement, (b) you are lawfully able to enter into contracts (i.e. you are not a minor), (c) that when participating in a Affiliate Program, neither your participation in the Affiliate Program nor your creation, operation, or maintenance of your Social Platforms will violate any applicable laws, rules, ordinances, regulations, orders, licenses, permits, guidelines, codes of practice, industry standards, self-regulatory rules, judgments, decisions, or other requirements of any governmental authority that has jurisdiction over you (including the governance of data protection, advertising, and marketing), (d) you have independently evaluated the desire to take part in the Affiliate Program and are not relying on any representations, guarantees, or statements other than as expressly set forth in this Agreement, (e) you will not participate in the Affiliate Program or use any other Affiliate Offerings if you are the subject of sanctions; as per Section 17 in our Terms of Use and Section 13 of this Agreement (f) you will comply with all U.S. and Canadian export and re-export restrictions, and applicable non-US and non-Canada export and re-export restrictions consistent with U.S. and Canadian laws that may apply to, but not limited to, CBD, health-related products, services, equipment, food, and clothing, and (g) that the information you provide in connection with the Affiliate Program, as per the Terms of Use, is accurate and complete at all times.

The Company does not make any warranty, representation, or covenant regarding the amount of traffic, referrals, or fees you can expect at any time in connection with the Affiliate Program. We will not be liable for any actions you undertake based on your expectations.

6. No Agency

You and Core State Holdings, Corp. are independent contractors, and no agency, joint venture, partnership, sales representative, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement between you and us or our respective affiliates.

Affiliates have no right to represent Core State Holdings, Corp., to make or accept any offers or acceptance or representations on our or our affiliates’ behalf. Affiliates cannot make any statements at any circumstance that may cause conflict with this term. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this Agreement, you will be deemed to have taken the action yourself. This Agreement does not establish an exclusive partnership between Affiliates and the Company.

7. Affiliate Customer Service

The Company provides assistance and guidance through its customer care representatives and its Help section. When communicating with our customer care representatives (whether over the telephone, or via email or letter), and with Users directly that have inquired concerning (but not limited to) your connection and/or taking part in the Affiliate Program, Affiliate Account or Product Listing(s), you agree to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or to not otherwise behave inappropriately. Telephone calls between you and our customer care representatives may be recorded for quality assurance purposes. Communication via email and via the Affiliate Modules and Website is always documented. Company representatives will do their best, with the resources and tools provided, to provide you with assistance in regards to your situation, however, there is no guarantee that the situation will be solved. If we feel that your behavior towards any of our customer care representatives or other employees or Users is at any time threatening or offensive, we reserve the right to immediately cease communication with you and/or terminate your membership as a Registered User and/or as an Affiliate.

8. Disclaimers

You acknowledge and agree that neither the Company nor our affiliates nor our Affiliate partners nor our Licensors and Merchants and third party partners are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of: (i) any incorrect or inaccurate Affiliate Program Content and Product Listings posted on the Website or provided in connection with the Affiliate Program, Affiliate Modules, or Merchant Commerce Module, whether caused by Users, Sellers, Affiliates or any of the equipment or programming associated with or utilized in the Website or Affiliate Program  or Merchant Commerce Module; (ii) the timeliness, deletion or removal, incorrect delivery or failure of any Product Listings or Content, communications or personalization settings; (iii) the conduct, whether online or offline, of any Affiliate, User and Seller; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any item and any Affiliate, User and any Seller communications; or (v) any problems, deletions, failure or technical malfunction of any telephone network or lines, power outages, malicious software, system failures, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to properties, Users and Affiliates or to any other person’s computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Affiliate Offerings and/or in connection with the Affiliate Program and/or in connections to your site or any data, images, text, or other information or content.

Neither we nor any of our Affiliates, Sellers, Buyers, Merchants will be responsible for any compensation, damages, or reimbursement arising in connection with (a) any termination/suspension of your participation in the Affiliate Program, or (b) ANY EXPENDITURES, INVESTMENTS OR COMMITMENTS BY YOU IN CONNECTION WITH YOUR PARTICIPATION IN THE AFFILIATE PROGRAM AND USE OF THE WEBSITE, OR (C) ANY LOSS OF PROSPECTIVE EARNINGS OR REVENUE, GOODWILL, PSYCHOLOGICAL MENTAL STATE, ANTICIPATED SALES, OR OTHER BENEFITS. NOTHING IN THIS SECTION 8 WILL OPERATE TO Exempt OR Restrict WARRANTIES, Obligations, REPRESENTATIONS OR Claims THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE Legislation.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE WEBSITE, THE SERVICE, THE AFFILIATE PROGRAM, ANY ITEMS AND PRODUCTS AND SERVICES OFFERED ON THE WEBSITE, ANY REFFERAL LINKS, LINK FORMATS, CONTENT, THE PRODUCT ADVERTISING API, DATA FEED, AFFILIATE PROGRAM CONTENT, AFFILIATE PROGRAM ADVERTISING CONTENT, OUR AND OUR AFFILIATES’ DOMAIN NAMES, TRADEMARKS AND LOGOS (INCLUDING THE CANNASOS.SHOP, CANNASOS, AND PTPWALLET MARKS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INTELLECTUAL PROPERTY RIGHTS, INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE AFFILIATE PROGRAM ON AN “AS IS” AND “AS AVAILABLE” BASIS (“AFFILIATE OFFERINGS”) AND GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OR THE WEBSITE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, EARNINGS POTENTIAL, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR AFFILIATE OFFERINGS OR AFFILIATE PROGRAM WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS ON THE WEBSITE OR IN THE AFFILIATE OFFERINGS OR IN THE AFFILIATE PROGRAM SERVICE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE, AFFILIATE PROGRAM, AFFILIATE PROGRAM CONTENTS, SERVICE, MERCHANT COMMERCE MODULE OR WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE AFFILIATE PROGRAM, AFFILIATE PROGRAM CONTENTS, SERVICE OR WEBSITE.

WE MAY DISCONTINUE ANY AFFILIATE OFFERINGS, ANY AFFILIATE PROGRAM, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY AFFILIATE OFFERINGS AND/OR AFFILIATE PROGRAM, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS OR MERCHANTS WARRANT THAT THE AFFILIATE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.

From time to time, the Company may make third party opinions, advice, statements, offers, or other third-party information or content available on the Website and/or through the Affiliate Program, and/or through the Affiliate Program Content. All third-party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third-party authors are solely responsible for such content.

THE COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT ON THE WEBSITE OR PROVIDED THROUGH THE AFFILIATE PROGRAM OR PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE WEBSITE, ON THE AFFILIATE PROGRAM, OR SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR AFFILIATE PROGRAM OR AFFILIATE PROGRAM CONTENT, OR BY OTHER AFFILIATES, OR SERVICE, OR TRANSMITTED TO OR BY ANY USERS AND AFFILIATES.

In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Website or through the Affiliate Program or through the Affiliate Offerings is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. The Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website or its services. If you have specific concerns or a situation arises in which you require professional, financial, legal, or medical advice, you should consult with an appropriately trained and qualified specialist.

9. Limitations on Liability

IN NO EVENT SHALL WE (NOR OUR SUPPLIERS, AFFILIATES, PARTNERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY DAMAGES, VIRUSES OR ANY OTHER HARMFUL COMPONENTS TO THE FULL EXTENT PERMISSIBLE BY LAW, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE WEBSITE OR AFFILIATE OFFERINGS OR OTHER SERVICES PROVIDED BY THE COMPANY; EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS’, USERS,’ AFFILIATES, PARTNERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO the amount of fees you pay to COMPANY in the 12 months prior to the action giving rise to liability. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

YOU HEREBY WAIVE ANY RIGHT OR REMEDY IN EQUITY, INCLUDING THE RIGHT TO SEEK SPECIFIC PERFORMANCE, INJUNCTIVE OR OTHER EQUITABLE RELIEF IN CONNECTION WITH THIS AGREEMENT.

NOTHING IN THIS SECTION WILL OPERATE TO LIMIT LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. WE OR OUR NOMINEE MAY TAKE LEGAL ACTION AND PERFORM ANY PROCEDURAL ACT ON BEHALF OF ANY CORE STATE HOLDINGS, CORP., PARTY, INCLUDING THROUGH SPECIAL MANDATE, TO EXERCISE OR DEFEND A LEGAL CLAIM OR FOR THE PROTECTION OF RIGHTS, INCLUDING FOR THE PURPOSE OF ENFORCING THIS SECTION.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

1. By using the Website and services offered, including but not limited to taking part in the Affiliate Program, in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and the Company (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
2. Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the Company (except for small-claims court actions) may be commenced only in the federal or provincial courts located in Province of Ontario, Canada. You hereby irrevocably consent to the jurisdiction of those courts for such purposes. This Agreement, and any dispute between you and the Company, shall be governed by the laws of the province of Ontario without regard to principles of conflicts of law.

10. The Term and Termination

Subject to this Section, this Agreement will remain in full force and effect while you use the Website or Services, and will begin upon your registration for or use of the Affiliate Program. Either you or we may terminate this Agreement at any time, with or without cause (automatically and without recourse to the courts, if permitted under applicable law), by giving the other party a notice (in the form of email, phone call, SMS, or notification via Website and/or its social media accounts) of termination, provided that the effective date of such termination will be 3 calendar days from the date notice is provide. If we decide to terminate this Agreement between you and our Company, we may (a) suspend your rights to use the Website and/or take part in the Affiliate Program (including your use of your CannaSOS and CannaSOS Shop Accounts) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Website or Affiliate Modules or Affiliate Program in violation of this Agreement. We may terminate/suspend this Agreement or your account(s) immediately upon written notice to you for any of the following: (i) you fail to comply with the Company requirements/requests within 3 days of our notice to you regarding any breach of this Agreement (including any Program Policy or other legal policy/document created and instated by the Company); (ii) you are in material breach of this Agreement, (iii) we believe that we, the Company and/or Website, may face potential claims or liability in connection with your participation in the Affiliate Program; (iv) we believe that our brand or reputation may be tarnished/damaged by you or your Social Platforms in connection with your participation in the Affiliate Program; (v) your participation in the Affiliate Program has been used for deceptive, fraudulent or illegal activity; (vi) we believe that we are or may become subject to tax collection requirements in connection with this Agreement or the activities performed by either party under this Agreement; (vii) we have previously terminated this Agreement (or suspended your account) with respect to you or other persons that we determine are affiliated with you or that are acting in connection with you for any reason, or (viii) we have terminated the Affiliate Program as we generally make it available to participants. For the avoidance of doubt and without limitation for purposes of the foregoing subsection (ii), any violation of Section 4 will be deemed a material breach of this Agreement.

You may also provide a termination notice by: (a) logging into your account on the Website in the Affiliate Module and select the option that allows you to close/delete your account, or (b) by sending the Company an email to [email protected] about your decision to terminate this Agreement and/or your affiliation with the Affiliate Program.

Upon termination of this Agreement, your CannaSOS and CannaSOS Shop Account and Affiliate Account and right to access and use the Website and its services will terminate immediately. This also includes any applicable, and all, licenses granted in connection with this Agreement. You understand that any termination of your CannaSOS Account involves deletion of your Content (if any) and your Referral Links associated therewith from our live databases. The Company and Website will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Affiliate and CannaSOS Shop Account or deletion of your Content and Referral Links. Even after this Agreement is terminated, the following provisions, due to the sensitive and informative nature described in those Sections of this Agreement (that may have an impact on other parties after termination), will remain in effect: Sections: 3, 5, 7, 8, 15, 16

If the Affiliate decides, throughout their Account’s lifetime on the Website, to use the “Ads Manager” to, but not limited to, promote their Referral Links, Content, or Affiliate Program Content, upon termination of this Agreement, the Company may put a hold on all funds and campaigns running/associated with the Ads Manager if the termination is due to any one of eight subsections in the initial paragraph in this Section, or other Sections of this Agreement. If the Affiliate simply decides to close their account, they are able to do so from the “Account Settings”. However, prior to closing their account, they must withdraw all funds from their Wallet account within the Website, to their bank account or other financial institution. The Company will not be liable for any funds lost from the closing/deletion of an Affiliate Account if the Affiliate did not withdraw their funds.

Upon termination of this Agreement, the rights and obligations of the parties under Sections 3, 4, 5, 6, 7, 8, 9, 10, 12, 14, and 15 of this Agreement and as specified in other Legal Policies tied to this Agreement, together with any payable but unpaid payment obligations under this Agreement, will survive the termination of this Agreement.

If this Agreement is terminated, no termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.

11. Indemnification

To the maximum extent permitted by applicable law, we will have no liability for any situation directly or indirectly relating to the Agreement. You agree to indemnify and hold the Company, its subsidiaries, and affiliates, and its and their officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made by you or any third party due to or arising out of your breach of or failure to comply with this Agreement (including any breach of your representations and warranties contained herein), the Terms of Use, any postings or Content you post on the Website, for any matter directly or indirectly relating to the creation, maintenance, or operation of your site (including your use of any Affiliate Offerings) result of the Affiliate Program, for the use, development, design, manufacture, production, advertising, promotion, or marketing of your site or any materials that appear on or within your site, for your or your employees’ or contractors’ negligence or willful misconduct, and the violation of any law or regulation by you. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.

12. Governing Law and Disputes

Any dispute (including one that results from circumvention of this Agreement), controversy, or claim that relates in any way to your use of any Website Service, Merchant Commerce Module, Affiliate Program, or Affiliate Program Content, or Affiliate Offerings, or to any product(s)/service(s) sold or distributed by Company or Website or you will be resolved through binding arbitration, rather than in court. However, you may be able to assert claims in small claims court if your claims qualify. Any dispute that arises shall be settled according to the Arbitration Rules of the Canadian Arbitration Association, with the governing law being the Province of Ontario, Canada. We each waive any right to a jury trial if for any reason a claim proceeds in court rather than in arbitration. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We each also agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.

13. Possible Sanctions.

If you, and/or your organization, and/or your country is subject of U.S. or Canadian sanctions or of sanctions consistent with U.S. and Canadian law imposed by the governments of the country where you are using the Website and Service and/or taking part in the Affiliate Program, you may not use any Core State Holdings, Corp. services including Website and Affiliate Program Content. You must comply with all Canadian and U.S. or other export and re-export, and marketing-related restrictions that may apply to goods, promotion of goods, software (including Website Software), technology, and services.

14. Taxes

Any taxes and related obligations relating in any way to the Affiliate Program or this Agreement (including any actual or alleged breach hereof), your relationship with us or any of our Affiliates, Users, and Merchants, or any transactions or activities under this Agreement, will be subject to the Tax Provisions for the Website, as set forth in Section 15.

15. Affiliate Tax Provisions and General Information

Except as otherwise provided, you may charge and we will pay applicable national, state or local sales or use taxes or value added taxes that you are legally obligated to charge (“Taxes”), provided that such Taxes are stated on the original invoice that you provide to us and your invoices state such Taxes separately and meet the requirements for a valid tax invoice. The Company may provide you with an exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, you will not charge and or collect the Taxes covered by such certificate. The commission income set out in the Commission Income Statement includes all applicable taxes except for Canadian Goods & Services Tax/Harmonized Sales Tax (GST/HST) and Quebec Sales Tax (QST). If a situation arises where you are legally required to collect GST/QST or HST we will add the applicable amount of tax to your payment, but only if you provide the information required under Payee Tax Information for Canadian residents. We will remit the applicable tax to you in the same form as the Standard Commission Income and Special Commission Income (e.g., direct deposit, gift certificate, or check) to which it applies.

If you become registered for GST/HST and/or QST, we will add applicable taxes to commission income that accrue beginning with the first calendar month after we receive notification from you.

By registering for or using the Affiliate Program on the Website, you authorize us to contact the CRA and the MRQ to verify that you are registered for GST/HST and/or QST purposes. If the CRA or MRQ are unable to verify your GST/HST or QST registration, we will not pay any GST/HST or QST to you and the commission income payable to you will include all applicable taxes including the GST/HST and QST. The Company does not have any obligation to notify you whether the CRA or MRQ verified your GST/HST or QST registration. You are responsible for remitting the GST/HST, QST, and any other applicable taxes to the appropriate tax authorities.

The Company may deduct or withhold any taxes that we may be legally obligated to deduct or withhold from any amounts payable to you under the Affiliate Program. From time to time, we may request tax information from you. If we request tax information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to us) to hold your commission income until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. Throughout the term of this Agreement, you will provide the Company with any forms, documents, or certifications as may be required for us to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

16. Additional Provisions

As per the Terms of Use, and now this Section, we may send you messages, notifications, phone calls, or emails relating to the Affiliate Program from time to time. In addition we may (a) monitor, record, use, and disclose information about your Social Platforms, Content, and possible users/businesses of your Social Platforms that we obtain in connection with your display of Referral Links and Affiliate Program Content, (b) we may review, monitor, crawl, and otherwise investigate your Social Platforms to verify compliance with this Agreement, and (c) use, distribute, reproduce, and display your logo and implementation of Affiliate Program Content displayed on your Social Platforms as examples of best practices in our educational materials.

You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

You acknowledge and agree that the Company and its affiliates may, at any time, directly or indirectly, solicit traffic on terms that may be different from those contained in this Agreement. You acknowledge and agree that the Company and its affiliates may, at any time, directly or indirectly, operate websites or applications that are similar to or compete with your Social Platforms.

You acknowledge and agree that our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

You acknowledge and agree that the any determinations or updates that may be made by our Company and/or our Website, any actions that may be taken by us, and any possible approvals that may be given by the Company under this Agreement can be made, taken, or given in our sole discretion and are only effective if provided in writing by our authorized representative(s).

This Referral and Affiliate Program Terms and Conditions incorporates, and you agree to comply with, the most up-to-date version of all policies, guidelines, specifications, appendices, and other rules referenced in this Agreement or accessible on the Company Website, including any updates to the legal policies from time to time (“Affiliate Legal Policies”).

In the event of any conflict between this Agreement and any Affiliate Legal Policies, this Agreement will control. In the event of a conflict between this Agreement and your agreement with a possible CannaSOS affiliate under a separate affiliate program, that agreement will control with respect to such separate program.

This Agreement (including the Affiliate Legal Policies, especially the Terms of Use) is the entire agreement between you and us regarding the Affiliate Program and supersedes all prior agreements and discussions.

Whenever used in this Agreement, the terms “include(s)”, “including”, and “for example” are used and intended without limitation.

Any information relating to CannaSOS, CannaSOS.Shop, the Company and any of its Affiliates and Merchants that we provide or make accessible to you in connection with the Affiliate Program, that is not known to the general public, or that reasonably should be considered to be confidential, is CannaSOS/Company’s “Confidential Information” and will remain the Company’s exclusive property. You will use Confidential Information only to the extent reasonably necessary for your performance under this Agreement and ensure that all persons/organizations/entities who have access to Confidential Information in connection with your account will be made aware of and will comply with the obligations in this provision. As an Affiliate and User of the Website, you will not disclose Confidential Information to any third party (other than your Affiliates bound by confidentiality obligations) and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. This restriction will be in addition to the terms of any confidentiality or non-disclosure agreements between the parties.

17. Modification

The Company reserves the right at any time to modify any of the terms and conditions contained in this Agreement, and in our sole discretion. The Company also reserves the right at any time to modify or discontinue, temporarily or permanently, the Website or an Affiliate Program (or any part thereof) or an Affiliate account with or without notice. You agree that Core State Holdings, Corp., and its digital assets and products, shall not be liable to you or to any third party for any modification, suspension or discontinuance of any AM, any Affiliate Program, or any Affiliate account. To protect the integrity of the Website or the Affiliate Modules, the Company reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Website and/or its services. IF THE COMPANY NOTIFIES YOU OF ANY CHANGES IN THIS AGREEMENT, YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM FOLLOWING THE EFFECTIVE DATE OF SUCH CHANGE WILL CONSTITUTE YOUR ACCEPTANCE OF THE MODIFICATION(S). IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 10.