BESQUE AFFILIATE MARKETING AGREEMENT

1.0 — Effective July 8, 2026

This Besque Marketing Affiliate Agreement (this“Agreement”) is a legally binding agreement between HBL Ventures LLC, aDelaware limited liability company with a registered address at 8 The Green,Suite B, Dover, Delaware 19901, USA (“Company,” “Besque,” “we,” or “us”), andthe individual or entity that applies to participate in the Besque Affiliate MarketingProgram (the “Program”) (“Affiliate,” “you,” or “your”). Company and Affiliateare each a “party” and together the “parties.”By checking the box stating “I have read and agree to theBesque Affiliate Marketing Agreement” and submitting your Program application,you acknowledge that you have had the opportunity to review this Agreement infull, and you agree to be bound by it. If you do not agree to this Agreement,do not check the box and do not submit an application.\n\nPLEASE READ THIS AGREEMENT CAREFULLYBEFORE APPLYING. IT INCLUDES A MANDATORY INFORMAL DISPUTE RESOLUTION PROCESS, ABINDING ARBITRATION PROVISION, A CLASS ACTION WAIVER, AND A JURY TRIAL WAIVER(SECTION 15), WHICH AFFECT YOUR LEGAL RIGHTS.

1. ELIGIBILITY AND ENROLLMENT

1.1 Eligibility. You mustbe at least 18 years of age (or the age of majority in your jurisdiction, ifhigher) and have the legal capacity to enter into contracts. The Program isopen to affiliates worldwide, subject to applicable law, including U.S. exportcontrol and sanctions laws; Company may decline or terminate enrollment of anyapplicant located in a jurisdiction subject to comprehensive sanctions or whereparticipation would be unlawful.

1.2 Accurate Information. You mustprovide accurate, current, and complete information in your application andkeep your account information (including payout and tax information) up to dateat all times. Company may suspend or terminate your participation, and withholdCommissions, if any information you provide is false, misleading, orincomplete.

1.3 One Account. You maymaintain only one affiliate account unless Company approves otherwise inwriting.

2. TRACKING AND ATTRIBUTION2.1Tracking Platform. The Program is administered through Social Snowball (or a successorplatform designated by Company) (the “Platform”). Upon approval, Affiliate willbe issued one or more unique tracking links (“Safelinks” or “Tracking Tools”).2.2Attribution. A customer order will be attributed to Affiliate only if the customerreaches Company’s site through Affiliate’s Safelink and completes the purchasewithin thirty (30) days of the customer’s last click on that Safelink, on alast-click basis, as recorded by the Platform.2.3Platform Records Control. Attribution, sales, and Commission calculations will be determinedsolely by the records of the Platform and Company’s systems, which will befinal and binding absent manifest error. Company is not responsible for, and noCommission is payable in respect of, orders that are not properly tracked forany reason, including because the customer blocked or deleted cookies, theSafelink was altered, shortened, cloaked, or otherwise modified, or a technicalfailure occurred.2.4No Modification of Tracking Tools. Affiliate must use Tracking Tools as issued and may not alter, mask, orredirect them, or cause them to be triggered other than by a genuine, voluntarycustomer click.

3. COMMISSIONS

3.1 Commission Rates. Companywill pay Affiliate a commission (“Commission”) on Net Revenue from QualifiedSales at the rate(s) published to Affiliate in the Platform dashboard orotherwise communicated by Company in writing (including email), which rates areincorporated into this Agreement by reference. Company may modify Commissionrates and tier structures prospectively on notice through the Platform or byemail; modified rates apply to Qualified Sales occurring on or after theeffective date of the change.

3.2 Net Revenue. “NetRevenue” means the amounts actually received by Company from a customer forproducts in a Qualified Sale, less returns, refunds, and chargebacks, andexcluding shipping and handling charges, taxes, duties, and similargovernmental charges. A “chargeback” means any reversal of a payment initiatedby or on behalf of a customer through the customer’s bank, card issuer, orpayment provider.

3.3 Qualified Sale. “Qualified Sale” means a completed customer order that (a) isattributed to Affiliate under Section 2; (b) is not cancelled, returned,refunded (in whole; partial refunds reduce Net Revenue proportionately), orsubject to a chargeback; (c) is a bona fide purchase by a genuine customer, andnot a purchase made by Affiliate or on Affiliate’s own behalf or for resale (a“self-referral”); and (d) does not arise from any breach of this Agreement,including the prohibited conduct in Section

5. 3.4 No Commission on Reversed Orders. No Commission is payable on any order that is refunded or subject to achargeback. Any Commission already paid on an order that is subsequentlyrefunded, charged back, cancelled, or determined to be fraudulent or in breachof this Agreement is subject to clawback under Section 4.4.

4. VALIDATION, PAYMENT, AND CLAWBACK

4.1 Payment cycle. Commissionsare calculated monthly for each calendar month (a “Commission Month”).Commissions for a Commission Month become due thirty (30) days after the end ofthat Commission Month, subject to an additional validation period of fifteen(15) days, such that validated Commissions will be released for payment nolater than forty-five (45) days after the end of the applicable CommissionMonth.

4.2 Validation. During thevalidation period, Company may review attributed orders for returns, refunds,chargebacks, cancellations, self-referrals, suspected fraud, and compliancewith this Agreement, and may adjust, withhold, or void Commissions accordingly.Company may extend the withholding of any specific Commission that is thesubject of a good-faith investigation until the investigation is resolved.

4.3 Payment Method; Threshold. Paymentsare made through the Platform’s supported payout methods to the payout accountdesignated by Affiliate. Affiliate is responsible for the accuracy of itspayout details and for any third-party processing fees imposed by its chosenpayout method. Company may establish a minimum payout threshold of $200.00;balances below the threshold roll forward to the next payment cycle.

4.4 Clawback and Offset. If aCommission has been paid on an order that is later refunded, charged back,cancelled, or determined by Company to be a self-referral, fraudulent, orgenerated in breach of this Agreement, Company may (a) deduct the correspondingamount from any current or future amounts payable to Affiliate, and/or (b)require Affiliate to repay the amount within thirty (30) days of writtendemand. This Section survives termination.

4.5 Tax Documentation. As acondition to payment, Affiliate must provide accurate and complete taxdocumentation reasonably requested by Company or the Platform (including IRSForm W-9 for U.S. persons or the applicable Form W-8 series for non-U.S.persons). Company may withhold from payments any amounts required by applicablelaw.

4.6 Statement Disputes. Affiliatemust notify Company in writing of any dispute regarding a Commission statementor payment within sixty (60) days after the statement or payment is madeavailable; otherwise the statement or payment is deemed accepted.

5. PROMOTION STANDARDS AND PROHIBITED CONDUCT5.1Own Channels Only. Affiliate may promote Company’s products on any social media or otheronline platform, but may share Tracking Tools only on websites, pages,profiles, channels, newsletters, and accounts that Affiliate owns or controls(“Affiliate Channels”). Affiliate may not post, submit, or permit thedistribution of Tracking Tools or any discount codes generated through orassociated with Tracking Tools on any coupon, voucher, discount-code, deal, orpromotional-aggregator website or app, or any similar third-party aggregationservice. Distribution of Tracking Tools or such codes through such sites orservices is a material breach of this Agreement and grounds for immediateremoval from the Program and forfeiture of associated Commissions.

5.2 Sub-Affiliate Prohibition. Affiliatemay not sub-license, sub-contract, or delegate its promotional activities toany third party, or operate a “sub-affiliate” network using Company’s TrackingTools, without Company’s prior written consent. Any unauthorizedsub-affiliation is a material breach of this Agreement.

5.3 Prohibited Conduct. Affiliatemust not: (a) engage in self-referrals; (b) engage in cookie stuffing, forcedclicks, auto-redirects, iframes, pop-unders, toolbar or browser-extensioninjection, or any technique that sets tracking without a genuine, voluntarycustomer action; (c) bid on, register, or purchase search-engine keywords,advertising placements, domain names, social handles, or hashtags consisting ofor confusingly similar to “Besque,” Company’s other trademarks, or misspellingsthereof, or use them in ad copy or display URLs, without Company’s priorwritten consent; (d) generate or purchase incentivized, bot, or otherwisenon-genuine traffic, clicks, or purchases; (e) send unsolicited commercialmessages in violation of applicable law (including CAN-SPAM, CASL, and PECR) orplatform rules; (f) make any false, misleading, unsubstantiated, or deceptivestatement about Company or its products, including unsubstantiated health,performance, pricing, or earnings claims; (g) represent itself as Company or asCompany’s employee or agent; (h) use Tracking Tools in connection with contentthat is unlawful, defamatory, obscene, hateful, discriminatory, or thatotherwise could reasonably harm Company’s reputation; or (i) circumvent ormanipulate the Program, the Platform, or Commission structure in any manner.

5.4 Consequences. In addition to any other remedy, Company may void, withhold, or clawback any Commission arising from conduct that violates this Section 5, and maysuspend or terminate Affiliate’s participation under Section 9.

6. ADVERTISING DISCLOSURES AND LEGAL COMPLIANCE

6.1 Material-Connection Disclosures. Affiliatemust clearly and conspicuously disclose its material connection to Company ineach piece of content that contains or promotes a Tracking Tool, in accordancewith the U.S. FTC’s Guides Concerning the Use of Endorsements and Testimonials(e.g., “#ad,” “paid partnership,” or an equivalent unambiguous disclosureplaced where consumers will see it before engaging with the content) and, whereapplicable, equivalent local requirements, including, but not limited to, theUK CAP Code and ASA/CMA guidance, Ad Standards Canada guidance, and theAustralian AANA Code of Ethics.

6.2 Compliance with Laws. Affiliatemust comply with all laws, regulations, and platform terms applicable to itspromotional activities, including consumer protection, advertising, anti-spam,telemarketing, privacy, and data protection laws (including, as applicable, theGDPR, UK GDPR, CCPA, and CASL). Affiliate is solely responsible for itscompliance and for obtaining any consents required for its own marketingactivities.

6.3 Product Claims. Affiliatemay state opinions honestly held and based on actual experience with theproducts, but may not make objective product claims beyond those contained inCompany’s current published product information or Brand Guidelines.

6.4 Consent to Monitoring. Affiliateconsents to Company’s monitoring of Affiliate Channels and promotionalactivities for compliance with this Agreement, including through automatedtools, web scraping, and third-party monitoring services. Company may monitorat any time without notice. Such monitoring does not create any obligation onCompany to police Affiliate’s compliance and does not constitute a waiver of,or estoppel with respect to, any breach of this Agreement that Company fails todetect or act upon.

6.5 Audit Rights. Companymay audit Affiliate’s compliance with this Agreement upon reasonable notice(which may be given by email). Affiliate will cooperate fully with any auditand provide reasonable access to records, traffic sources, promotional methods,and use of Tracking Tools. If an audit reveals a material breach, Affiliatewill bear the reasonable costs of the audit in addition to any other remediesavailable to Company.

6.6 Tier Benefits; Exclusivity. Programtiers, including any enhanced benefits available to affiliates achieving thirty(30) or more validated Qualified Sales, are described in the Platform dashboardand may be updated by Company prospectively. Any exclusivity arrangement(including any restriction on promoting competitors) will apply only if set outin a separate written agreement signed or expressly accepted by both parties,and nothing in this Agreement imposes exclusivity on either party.

7. LICENSE TO BRAND ASSETS

7.1 License. Subject toAffiliate’s compliance with this Agreement, Company grants Affiliate a limited,non-exclusive, non-transferable, non-sublicensable, revocable license, duringthe Term only, to use the logos, product imagery, and other marketing materialsthat Company makes available to Program participants (“Brand Assets”), solelyto promote Company’s products in accordance with this Agreement and Company’swritten brand guidelines as updated from time to time (the “Brand Guidelines,”incorporated into this Agreement by reference).

7.2 Restrictions. Affiliatemay not modify, distort, animate, recolor, or create derivative works of anyBrand Asset, or combine any Brand Asset with any other mark, without Company’sprior written approval, and may not use Brand Assets in any manner thatsuggests sponsorship, endorsement, or affiliation beyond participation in theProgram. Affiliate will not apply to register any trademark, domain name, orsocial handle consisting of or confusingly similar to Company’s marks. Allgoodwill arising from use of the Brand Assets inures solely to Company’sbenefit.

7.3 Revocation. Company may revoke or modify the license in Section 7.1, or requirechanges to or removal of any use of Brand Assets, at any time on notice. Upontermination of this Agreement or revocation of the license, Affiliate mustpromptly cease all new use of the Brand Assets; Affiliate is not required todelete organic historical posts unless Company reasonably requests removal of aspecific post that violates this Agreement or applicable law.

8. AFFILIATE CONTENT

8.1 Definition. “AffiliateContent” means any content, in any format or media (including photos, videos,audio, text, captions, and livestreams), that Affiliate creates or posts duringthe Term that features, depicts, references, or promotes Company, its products,its trademarks, or the Program.

8.2 Content License. Affiliategrants Company and its affiliates a non-exclusive, perpetual, irrevocable,worldwide, royalty-free, fully paid-up, transferable, and sublicensable licenseto use, reproduce, distribute, publicly display, publicly perform, modify,adapt, crop, caption, translate, and create derivative works of AffiliateContent, in whole or in part, in any media now known or later developed, forany lawful business purpose, including on Company’s websites, product pages,and social channels, in paid advertising, and through creator-whitelisting orbrand-content tools, in each case without further notice, consent, orcompensation. Affiliate waives, and agrees not to assert against Company or itslicensees, any moral rights or rights of attribution or integrity in AffiliateContent, to the maximum extent permitted by applicable law. Company has noobligation to use any Affiliate Content.

8.3 Name and Likeness. Affiliate grants Company the right to use Affiliate’s name, image,voice, likeness, and social handle as they appear in Affiliate Content, inconnection with the uses licensed in Section 8.

2. 8.4 Content Warranties. Affiliate represents and warrants that (a) Affiliate Content is itsoriginal work or Affiliate has secured all rights, licenses, releases, andpermissions necessary for the uses licensed in this Section 8 (including music,footage, and third-party appearances); (b) Affiliate Content and Company’slicensed use of it will not infringe, misappropriate, or violate any thirdparty’s intellectual property, privacy, publicity, or other rights; and (c)Affiliate Content complies with Section 5, Section 6, and applicable law.

8.5 Negative Pledge. Affiliate represents and warrants that it has not and will not grantany third party rights in Affiliate Content that conflict with or areinconsistent with the assignment and license granted to Company in this Section

8. In the event of any conflict between rights granted hereunder and rightspurportedly granted to a third party, the rights granted to Company will takepriority.

9. TERM, SUSPENSION, AND TERMINATION

9.1 Term. This Agreement begins on the Effective Date and continues untilterminated in accordance with this Section 9 (the “Term”).

9.2 Termination for Convenience. Eitherparty may terminate this Agreement for any reason or no reason on thirty (30)days’ written notice to the other party (which Company may give by email orthrough the Platform).

9.3 Suspension; Immediate Termination by Company. Company may suspend Affiliate’s account, Tracking Tools, and pendingpayments, or terminate this Agreement with immediate effect on notice, if (a)Affiliate breaches this Agreement (including Sections 5, 6, or 8.4); (b)Company reasonably suspects fraud, self-referral, manipulation of the Program,or unlawful activity; (c) Affiliate’s conduct or content, in Company’sreasonable judgment, harms or is likely to harm Company’s reputation; or (d)Company discontinues the Program or the products in whole or in part. Companymay also remove any affiliate from the Program at any time as part of itsadministration of the Program, in which case such removal will take effect as atermination under Section

9.2 unless clauses (a)–(c) apply.

9.4 Automatic Termination on Insolvency. ThisAgreement terminates automatically, without notice, upon Affiliate’sinsolvency, voluntary or involuntary bankruptcy filing, assignment for benefitof creditors, appointment of a receiver or trustee over Affiliate’s assets, orany analogous proceeding under applicable law. Upon such automatic termination,all unpaid Commissions are forfeited.

9.5 Effect of Termination. Upon the effective date of termination: (a) Affiliate’s Tracking Toolswill be deactivated and Affiliate must immediately cease using them, cease allnew use of Brand Assets, and cease representing that it is a Programparticipant; (b) no Commission accrues on any order placed after the effectivedate of termination, regardless of whether any Safelink remains in circulationor technically functional, and there is no post-termination tail or run-offperiod; (c) if Company terminates under Section 9.3(a) or (b), all unpaidCommissions (including Commissions not directly attributable to the specificbreach) are forfeited and cancelled in their entirety, as a reasonablereflection of the difficulty in determining which sales were influenced by thebreaching conduct; and (d) in all other cases, Commissions on Qualified Salescompleted before the effective date of termination remain payable in accordancewith Section 4 (including validation and clawback). Upon termination, Companymay publicly disclose that Affiliate is no longer a Program participant,including by notifying customers who may have been referred by Affiliate,without liability to Affiliate.

9.6 Survival. Sections 3, 4.4, 5.4, 6.6, 8, 9.4, 9.5, 9.7, 11, 12, 13, and 14 through17 survive termination of this Agreement.

9.7 Permanent Disqualification. If thisAgreement is terminated by Company under Section 9.3(a) or (b) due to fraud,self-referral, or a violation of Section 5 or Section 12.2, Company maypermanently bar Affiliate (and any person or entity that Company reasonablydetermines is affiliated with, controlled by, or acting in concert withAffiliate) from future participation in the Program. Any subsequent applicationby a permanently disqualified individual or entity may be rejected withoutexplanation, and Company has no obligation to accept any such application.

10. AMENDMENTS

10.1 Updates. Companymay amend this Agreement, the Brand Guidelines, and Program terms (includingCommission rates and attribution rules) prospectively by posting the updatedversion and notifying Affiliate by email or through the Platform at leastfifteen (15) days before the changes take effect, except that changes requiredby law or addressing fraud or security may take effect immediately on notice.

10.2 Acceptance of Updates. For material changes, Company may require Affiliate to re-accept theupdated Agreement through the same click-to-accept mechanism described in thepreamble to this Agreement. In all cases, Affiliate’s continued participationin the Program after the stated effective date of a change constitutesacceptance of the updated Agreement. If Affiliate does not agree to a change,Affiliate’s sole remedy is to terminate this Agreement under Section

9.2 beforethe change takes effect. Company will maintain records of each version of thisAgreement and the version accepted by Affiliate.

11. CONFIDENTIALITY

11.1 Confidential Information. “ConfidentialInformation” means any non-public information disclosed by Company to Affiliateor accessible through the Platform, including Commission rates and tierstructures specific to Affiliate, unreleased products, pricing, affiliateprogram strategy, and Program performance data. Affiliate will keep allConfidential Information strictly confidential, will use it only for purposesof performing its obligations under this Agreement, will take every reasonableprecaution to protect its confidentiality (using at least the same degree ofcare Affiliate uses to protect its own confidential information, but in noevent less than reasonable care), and will not disclose it to any third party.These obligations do not apply to information that is or becomes public throughno fault of Affiliate or that Affiliate is required to disclose by law (withprompt notice to Company where lawful).

11.2 Injunctive Relief. Affiliate acknowledges and agrees that (a) a breach or threatenedbreach by Affiliate of its confidentiality obligations under this Section 11,or its unauthorized use of the Marks, Tracking Tools, or Affiliate Content inviolation of this Agreement, would give rise to irreparable harm to Company forwhich monetary damages would not be an adequate remedy, and (b) in the event ofsuch a breach or threatened breach, Company will, in addition to any otherrights and remedies available at law, in equity, or otherwise, be entitled toequitable relief from any court of competent jurisdiction (including aspermitted under Section 15.9), without any requirement to post a bond or othersecurity and without any requirement to prove actual damages or that monetarydamages would not afford an adequate remedy.

12. REPRESENTATIONS AND WARRANTIES

12.1 Mutual Representations. Each partyrepresents and warrants that it has the right and authority to enter into thisAgreement. Affiliate further represents and warrants that its participation inthe Program and its promotional activities will comply with this Agreement andall applicable laws, and that all information it provides to Company isaccurate and complete.

12.2 Audience and Metrics. Affiliate represents and warrants that any follower counts, audiencedemographics, engagement metrics, or traffic statistics communicated to Company(whether in the application process or otherwise) are accurate, truthful, andnot artificially inflated by purchased followers, bots, engagement pods, or anyother inauthentic means. Material misrepresentation of audience or metricsconstitutes fraud for purposes of this Agreement and is grounds for immediatetermination under Section

9.3 and forfeiture of all unpaid Commissions.

12.3 Anti-Bribery and Anti-Corruption. Affiliatewill comply with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act2010, and all equivalent anti-bribery and anti-corruption laws applicable toits activities under this Agreement. Affiliate will not, directly orindirectly, offer, pay, promise, or authorize the payment of anything of valueto any government official, political party, or public internationalorganization in connection with the Program or to obtain any improperadvantage. A violation of this Section is grounds for immediate termination andforfeiture of all unpaid Commissions.

12.4 Non-Disparagement. Affiliate willnot, during the Term or at any time thereafter, make, publish, or communicateany statement, whether written, oral, or in any other medium (including socialmedia), that disparages, defames, or damages the reputation of Company, itsproducts, its affiliates, or any of their respective officers, directors,employees, or agents. This Section does not restrict Affiliate from (a) makingtruthful statements required by law, regulation, or valid legal process, or (b)providing truthful information in response to a government investigation orinquiry.

13. INDEMNIFICATION

13.1 Affiliatewill defend, indemnify, and hold harmless Company, its affiliates, and theirrespective officers, directors, members, employees, and agents from and againstall claims, demands, actions, losses, liabilities, damages, penalties, costs,and expenses (including reasonable attorneys’ fees) arising out of or relatingto (a) Affiliate Content; (b) Affiliate’s promotional activities, channels, oruse of the Tracking Tools or Brand Assets in breach of this Agreement; (c)Affiliate’s breach of this Agreement or violation of applicable law; or (d) anyclaim that Affiliate is an employee or agent of Company, or any claim fortaxes, contributions, or benefits relating to Affiliate’s status orcompensation.

14. DISCLAIMERS; LIMITATION OF LIABILITY

14.1 Disclaimers. THEPROGRAM, THE PLATFORM, THE TRACKING TOOLS, AND THE BRAND ASSETS ARE PROVIDED“AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT, AND UNINTERRUPTED OR ERROR-FREE OPERATION. COMPANY MAKES NOREPRESENTATION OR GUARANTEE REGARDING THE LEVEL OF TRAFFIC, SALES, OR EARNINGSAFFILIATE MAY ACHIEVE.

14.2 Exclusion of damages. TO THEMAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT,INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSTPROFITS, REVENUE, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THISAGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.14.3Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATELIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THETOTAL COMMISSIONS PAID OR PAYABLE TO AFFILIATE IN THE SIX (6) MONTHS PRECEDINGTHE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND CAP IN THIS SECTION 14DO NOT APPLY TO AFFILIATE’S INDEMNIFICATION OBLIGATIONS, AFFILIATE’S BREACH OFSECTIONS 5, 7, 8.4, OR 11, OR EITHER PARTY’S FRAUD OR WILLFUL MISCONDUCT.

14.4 Limitation Period. Any claimor cause of action arising out of or relating to this Agreement must becommenced within one (1) year after the event giving rise to it, regardless ofwhen discovered. Any claim not brought within this period is permanentlybarred. The parties acknowledge that this shortened period is reasonable andvoluntarily agreed.

15. GOVERNINGLAW; DISPUTE RESOLUTION; ARBITRATION

15.1 Governing law. ThisAgreement and any dispute arising out of or relating to it are governed by thelaws of the State of Delaware, USA, without regard to its conflict-of-lawsrules. The United Nations Convention on Contracts for the International Sale ofGoods does not apply.

15.2 Mandatory Informal Dispute Resolution. If Affiliate has any dispute, claim, or controversy relating to this Agreement or theProgram (a “Dispute”), Affiliate must first provide Company with written notice(a “Dispute Notice”) by email to legal@besque.com. A Dispute Notice mustinclude all of the following: (a) a detailed description of the Dispute; (b)the nature and basis of the claim(s); (c) the nature and basis of the specificrelief sought and a detailed calculation for that relief; and (d) informationsufficient for Company to evaluate the claim. Any Dispute Notice must be signedby Affiliate. The parties agree to negotiate in good faith in an effort toresolve any Dispute. If for any reason the Dispute is not resolvedsatisfactorily within sixty (60) days after receipt of a compliant Dispute Notice,the parties agree to the further dispute resolution provisions below. Bothparties agree that this informal dispute resolution process is mandatory and acondition precedent that must be satisfied before initiating any formal disputeresolution proceeding. Any applicable statute of limitations will be tolled forsixty (60) days from the time a fully compliant Dispute Notice is served on theother party unless the parties mutually agree to extend that period.

15.3 Binding Individual Arbitration. The parties agree that the sole andexclusive forum and remedy for any and all Disputes that cannot be resolvedinformally shall be final and binding arbitration. “Dispute” shall have thebroadest possible meaning permitted by law and includes any dispute, action,claim, or other controversy between Affiliate and Company that relates in anyway to or arises out of this Agreement or the Program. The parties acknowledgethat this Agreement affects interstate commerce and that the FederalArbitration Act (“FAA”) and federal arbitration law apply to arbitrations underthis Agreement (despite any other choice of law provision). Arbitration shallbe administered by the American Arbitration Association (the “AAA”). Theapplicable AAA Consumer Arbitration Rules and AAA Mass ArbitrationSupplementary Rules shall apply, as modified by this Agreement. If Affiliateinitiates arbitration, the applicable AAA rules will govern the payment of feesunless applicable law requires a different allocation of fees in order for thisarbitration provision to be enforceable. If Affiliate is unable to pay itsshare of the AAA fees, Company will consider a request to pay them onAffiliate’s behalf so long as Affiliate has fully complied with the informaldispute resolution process set forth above. The arbitration will be conductedbefore a sole neutral arbitrator located at or near a location that isreasonably convenient for Affiliate. The award of the arbitrator may requirepayment of the costs, fees, and expenses incurred by the prevailing partyconsistent with applicable law and the applicable AAA rules. The provisions ofFed. R. Civ. P. 68 may be applied by the arbitrator. The arbitrator shall bebound by this Agreement as a court would and shall issue a reasoned, detaileddecision explaining the essential findings and conclusions on which the awardis based. Judgment on the award may be entered in any court of competentjurisdiction.

15.4 Individual Relief and Class Action Waiver. The parties agree that thearbitrator may award the same relief available in court provided that suchrelief (including declaratory or injunctive relief) shall only be in favor ofthe individual party seeking relief and only to the extent necessary to providethe relief warranted by that party’s individual claim. AFFILIATE AGREES THAT ITWILL BRING CLAIMS AGAINST COMPANY ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS APLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, COLLECTIVE,OR PRIVATE ATTORNEY GENERAL PROCEEDING. FURTHER, UNLESS THE PARTIES AGREEOTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE ANY PERSON’S OR ENTITY’S CLAIMSWITH THOSE OF ANOTHER PERSON OR ENTITY AND MAY NOT OTHERWISE PRESIDE OVER ANYFORM OF A CLASS, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERALPROCEEDING. IF AFTER EXHAUSTION OF ALL APPEALS ANY OF THESE PROHIBITIONS ONNON-INDIVIDUALIZED RELIEF; CLASS, REPRESENTATIVE, COLLECTIVE, AND PRIVATEATTORNEY GENERAL CLAIMS; AND CONSOLIDATION IS FOUND TO BE UNENFORCEABLE AS TO APARTICULAR CLAIM OR WITH RESPECT TO A PARTICULAR REQUEST FOR RELIEF (SUCH AS AREQUEST FOR INJUNCTIVE RELIEF), THEN THE PARTIES AGREE THAT SUCH A CLAIM ORREQUEST FOR RELIEF SHALL BE DECIDED BY A COURT AFTER ALL OTHER CLAIMS ANDREQUESTS FOR RELIEF ARE ARBITRATED.

15.5 Mass Arbitration Procedures. If twenty-five (25) or moreclaimants submit Dispute Notices or attempt to file demands for arbitrationraising similar claims and are represented by the same or coordinated counsel,all of the cases must be resolved in arbitration using the AAA Mass ArbitrationSupplementary Rules in stages using staged bellwether proceedings if they arenot resolved prior to arbitration as set forth above. The parties agree thatthe individual resolution of claims in arbitration might be delayed ifclaimants elect to pursue claims in connection with twenty-five (25) or moresimilar claims. In the first stage, the parties shall each select up to fifteen(15) cases per side (thirty (30) cases total) to be filed in arbitration andresolved individually in accordance with this arbitration provision, with eachcase assigned to a separate arbitrator unless the parties mutually agreeotherwise. During this time, no other cases may be filed in arbitration, andAAA shall not accept or administer arbitrations commenced in violation of thisprovision. If the parties are unable to resolve the remaining cases after theconclusion of the first stage of bellwether proceedings, each side may thenselect up to another fifteen (15) cases per side (thirty (30) cases total) tobe filed in arbitration and addressed individually in accordance with thisarbitration provision. During this second stage, no other cases may be filed inarbitration or accepted or administered by the AAA. This process of stagedbellwether proceedings (thirty (30) cases total in each set of bellwetherproceedings as outlined above) shall continue until the parties are able toresolve all of the claims, either through arbitration or settlement. If thesemass filing procedures apply, any statute of limitations applicable to theclaims set forth will be tolled from the time the first cases are selected forbellwether proceedings until a given claim is selected for a bellwetherproceeding, withdrawn, or otherwise resolved. A court shall have the authorityto enforce this provision and, if necessary, to enjoin the filing orprosecution of arbitrations.

15.6 Opting Out of Arbitration. IF AFFILIATEDOES NOT WISH TO BE BOUND BY THIS ARBITRATION PROVISION, AFFILIATE MUST NOTIFYCOMPANY IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT AFFILIATE FIRST HADNOTICE OF THIS AGREEMENT CONTAINING AN ARBITRATION PROVISION. THIS IS NOT A NEWOPT-OUT RIGHT IF AFFILIATE WAS PREVIOUSLY BOUND BY AN ARBITRATION PROVISION.AFFILIATE’S WRITTEN NOTIFICATION TO COMPANY MUST BE SENT VIA EMAIL TO legal@besque.comOR BY MAIL TO HBL VENTURES LLC, 8 THE GREEN, SUITE B, DOVER, DELAWARE 19901,USA. IT MUST INCLUDE AFFILIATE’S NAME AND ADDRESS AS WELL AS A CLEAR STATEMENTTHAT AFFILIATE DOES NOT WISH TO RESOLVE DISPUTES WITH COMPANY THROUGHARBITRATION. AFFILIATE’S DECISION TO OPT OUT OF THIS ARBITRATION PROVISION WILLHAVE NO ADVERSE EFFECT ON AFFILIATE’S PARTICIPATION IN THE PROGRAM. IFAFFILIATE HAS PREVIOUSLY NOTIFIED COMPANY OF ITS DECISION TO OPT OUT OFARBITRATION, AFFILIATE DOES NOT NEED TO DO SO AGAIN. ANY OPT-OUT RECEIVED AFTERTHE THIRTY (30) DAY TIME PERIOD WILL NOT BE VALID.

15.7 Future Changes to Arbitration Provision. Notwithstandingany provision in this Agreement to the contrary, the parties agree that ifCompany makes future changes to this arbitration provision, except for changesto the Dispute Notice address, Affiliate may reject such changes by sendingCompany written notice within thirty (30) days of the change to legal@besque.comor HBL Ventures LLC, 8 The Green, Suite B, Dover, Delaware 19901, USA. This isnot an opt-out of arbitration altogether. By rejecting any future changes,Affiliate agrees that it will arbitrate any Dispute in accordance with thelanguage of this provision as it existed prior to the rejected change.

15.8 Jury Trial Waiver. BOTH PARTIESAGREE THAT, WHETHER ANY CLAIM IS IN ARBITRATION OR IN COURT, AFFILIATE ANDCOMPANY BOTH WAIVE ANY RIGHT TO A JURY TRIAL INVOLVING ANY CLAIMS OR DISPUTESBETWEEN THE PARTIES TO THE FULLEST EXTENT PERMITTED BY LAW.

15.9 Exceptions; Court Jurisdiction. Either party may (a) bringan individual claim in small-claims court, and (b) seek injunctive or otherequitable relief in any court of competent jurisdiction to protect itsintellectual property or confidential information as contemplated by Section11.

2. For any Dispute not subject to arbitration, the parties consent to theexclusive jurisdiction and venue of the state and federal courts located in theState of Delaware.

15.10 Cumulative Remedies. All rights andremedies of Company under this Agreement are cumulative and not exclusive ofany other right or remedy at law, in equity, or otherwise. The exercise of oneremedy does not preclude the exercise of any other remedy, and no remedy needbe exhausted before any other remedy may be pursued.

16. INDEPENDENT CONTRACTOR STATUS

16.1 Relationship of the Parties. Affiliateis an independent contractor. Nothing in this Agreement creates, and neitherparty will represent that this Agreement creates, an employment, agency,partnership, joint venture, or franchise relationship between the parties.Affiliate has no authority to make any statement, representation, warranty, orcommitment on Company’s behalf, or to bind Company in any way.

16.2 No Employee Benefits; Taxes. Affiliateis not entitled to any employee benefits and is solely responsible for allincome, self-employment, and other taxes, social contributions, registrations,and filings arising from Commissions or Affiliate’s participation in theProgram, and for all costs, equipment, and expenses of its promotionalactivities.

16.3 Non-Exclusive. Except as expressly agreed in a separate written exclusivityarrangement under Section 6.6, the Program is non-exclusive: Company may engageother affiliates and marketing partners, and Affiliate may participate in otheraffiliate programs.

17. GENERAL

17.1 Entire Agreement. ThisAgreement, together with the Brand Guidelines, the Commission rates and Programterms published in the Platform dashboard, and any documents expresslyincorporated by reference, constitutes the entire agreement between the partiesregarding the Program and supersedes all prior or contemporaneousunderstandings on that subject. In the event of a conflict, this Agreementcontrols over incorporated documents unless the incorporated document expresslystates otherwise.

17.2 Assignment; Successors. Affiliatemay not assign or transfer this Agreement or any rights or obligations under itwithout Company’s prior written consent, and any attempted assignment inviolation of this Section is void. Company may freely assign this Agreement.This Agreement is binding on and inures to the benefit of the parties and theirpermitted successors and permitted assigns.

17.3 Notices. Allnotices, requests, consents, claims, demands, waivers, and other communicationsunder this Agreement must be in writing and will be considered to have beengiven: (a) when delivered by hand (with written confirmation of receipt); (b)when received by the addressee if sent by a nationally recognized overnightcourier (receipt requested); (c) on the date sent by email if sent duringnormal business hours of the recipient, and on the next business day if sentafter normal business hours of the recipient; or (d) when sent or postedthrough the Platform. Company may give notices to Affiliate by email to theaddress associated with Affiliate’s account or through the Platform. Affiliatemust give notices to Company by email to legal@besque.com or by overnightcourier or hand delivery to Company’s address stated above.

17.4 Severability; Waiver. If anyprovision of this Agreement is held unenforceable, it will be modified to theminimum extent necessary to make it enforceable, and the remaining provisionswill remain in full force. A party’s failure to enforce any provision is not awaiver of its right to do so later; waivers must be in writing.

17.5 Force Majeure. Neitherparty is liable for delay or failure to perform caused by events beyond itsreasonable control.

17.6 No Third-Party Beneficiaries; Interpretation. There areno third-party beneficiaries to this Agreement. Headings are for convenienceonly; “including” means “including without limitation.”

17.7 Language; Counterpart Records. ThisAgreement is drafted in English. Electronic records of acceptance maintained byCompany or the Platform satisfy any requirement that this Agreement be inwriting or signed.

17.8 Data protection. IfAffiliate processes any personal data of Company’s customers or end users inconnection with the Program (including data accessible through the Platform),Affiliate will: (a) process such data solely for the purpose of fulfilling itsobligations under this Agreement; (b) comply with all applicable dataprotection laws (including the GDPR, UK GDPR, and CCPA as applicable); and (c)upon Company’s request, enter into a Data Processing Agreement on Company’sstandard terms. Affiliate will not sell, rent, or otherwise disclose customerdata to any third party or use it for Affiliate’s own marketing purposesunrelated to the Program.

17.9 Electronic Contracting. You agreethat checking the box and submitting your application constitutes yourelectronic signature and manifests your assent to this Agreement, and that thisAgreement may be formed, delivered, and stored electronically, in each case inaccordance with the U.S. Electronic Signatures in Global and National CommerceAct (E-SIGN), the Uniform Electronic Transactions Act as adopted, and otherapplicable electronic transactions laws. You consent to receive all notices,disclosures, and records relating to the Program electronically.

17.10 Record of Acceptance. Companywill maintain a record of your acceptance, including the date and time ofacceptance and the version of this Agreement accepted. You agree that suchrecords are admissible evidence of the formation and terms of this Agreementand that you will not contest the validity or enforceability of this Agreementon the ground that it was accepted electronically.

17.11 Authority. If youaccept this Agreement on behalf of a company or other legal entity, yourepresent and warrant that you have authority to bind that entity, and“Affiliate” refers to that entity.