Independent Sales Representative Agreement

Section 1. INDEPENDENT CONTRACTOR STATUS

Representative is an independent contractor and not an employee, partner, agent, or joint venturer of Company. Representative shall have no authority to bind Company to any contract, obligation, or liability. Representative is solely responsible for all federal, state, and local taxes on compensation received under this Agreement, including self-employment taxes. Company will not withhold any taxes from commissions paid. Representative shall not be entitled to any employee benefits, including but not limited to health insurance, retirement benefits, paid time off, or workers' compensation.

Section 2. SCOPE OF SERVICES

Representative agrees to use commercially reasonable efforts to promote and sell CannaLogIQ subscriptions and courses ("Products") to prospective customers ("Prospects") in the cannabis and hemp industry. Representative shall: (a) present the Products accurately and in accordance with Company's current marketing materials; (b) not make representations about the Products beyond what is stated in Company-provided materials; (c) promptly forward all qualified leads and completed sales to Company through the designated affiliate tracking system; (d) maintain professional conduct in all interactions with Prospects and customers; and (e) comply with all applicable federal, state, and local laws in performing services under this Agreement.

Section 3. COMMISSION STRUCTURE

Section 4. CLAWBACK POLICY

If a customer cancels their subscription within ninety (90) days of the original purchase date, Company reserves the right to deduct the corresponding commission from Representative's next commission payment. Specifically: (a) if a customer cancels within 30 days, 100% of the first-month bonus is subject to clawback; (b) if a customer cancels between 31 and 90 days, 50% of the first-month bonus is subject to clawback. Residual commissions for months 2–12 are not subject to clawback once paid. Company will provide written notice of any clawback within 5 business days of the triggering cancellation event.

Section 5. TERRITORY AND NON-EXCLUSIVITY

This Agreement does not grant Representative any exclusive territory. Representative may solicit sales from any cannabis or hemp business operating in the states of Texas, Arizona, Oklahoma, Colorado, or any other state where Company's Products are available. Company reserves the right to sell Products directly and through other representatives in the same markets. Representative shall not solicit or accept sales from any customer already identified in Company's CRM as a direct Company prospect, as communicated in writing by Company.

Section 6. CONFIDENTIALITY

Representative acknowledges that in the course of performing services under this Agreement, Representative may have access to confidential information including but not limited to: customer lists, pricing strategies, product roadmaps, sales data, and business strategies ("Confidential Information"). Representative agrees to: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written consent from Company; (c) use Confidential Information solely for the purpose of performing services under this Agreement; and (d) promptly notify Company of any unauthorized disclosure or use of Confidential Information. This obligation survives termination of this Agreement for a period of three (3) years.

Section 7. INTELLECTUAL PROPERTY

All marketing materials, product descriptions, training content, and other materials provided by Company to Representative remain the exclusive property of Company. Representative is granted a limited, non-exclusive, non-transferable license to use Company's trademarks, logos, and marketing materials solely for the purpose of promoting and selling the Products during the term of this Agreement. Representative shall not modify, reproduce, or create derivative works from Company's materials without prior written consent. Upon termination of this Agreement, Representative shall immediately cease all use of Company's intellectual property and return or destroy all Company materials.

Section 8. REPRESENTATIONS AND WARRANTIES

Representative represents and warrants that: (a) Representative has the full right, power, and authority to enter into this Agreement; (b) Representative will comply with all applicable laws and regulations in performing services, including but not limited to the CAN-SPAM Act, TCPA, and applicable state telemarketing laws; (c) Representative will not make any false, misleading, or deceptive representations about the Products; (d) Representative does not have any existing obligations that would conflict with this Agreement; and (e) Representative will not disparage Company, its Products, or its employees or contractors in any public forum.

Section 9. TERM AND TERMINATION

Section 10. LIMITATION OF LIABILITY

IN NO EVENT SHALL COMPANY BE LIABLE TO REPRESENTATIVE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY'S TOTAL LIABILITY TO REPRESENTATIVE UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMMISSIONS PAID TO REPRESENTATIVE IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Section 11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law provisions. Any dispute arising out of or related to this Agreement shall first be subject to good-faith negotiation between the parties for a period of thirty (30) days. If the dispute is not resolved through negotiation, it shall be submitted to binding arbitration in Austin, Texas, under the rules of the American Arbitration Association. The prevailing party in any arbitration shall be entitled to recover reasonable attorneys' fees and costs.

Section 12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, representations, and understandings. This Agreement may be amended only by a written instrument signed by both parties. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future.