1. Purpose. This Agreement allows Referrers to market and promote Company’s HairClub hair restoration and replacement solutions and related services (the “Service”) to Referees under Company’s Referral Program.

2. Referee Eligibility. In order to participate in the Referral Program, it is necessary, but not sufficient, that Referrers (a) be at least 18 years old and (b) not be prohibited from participating in the Referral Program by any applicable law or contractual agreement with the Company and/or a third party and (d) not refer themselves to HairClub.

3. Referral Process. For referral to be a qualified and successful, it is necessary, but not sufficient, that the following criteria be met: (a) Referee must be at least 18 years old; (b) Referee must not currently be a HairClub customer or a previous HairClub customer; and (c) Referee must use the Referrer’s referral code or link to schedule their consultation and purchase a HairClub solution at a participating HairClub Center location.

4. Necessary Consent. Referrer represents and warrants that they have the consent of the Referees to send the referrals.

5. Referee Engagement. Company reserves the right to (a) enter into any agreements with Referees on terms and conditions acceptable to Company, or to not enter into any agreements at all; (b) set the terms for Referees’ engagement with the Company including any remuneration for such participation; and (c) enter similar commission arrangements with third parties.

6. Referral Incentive.

a. The Referrer may earn certain incentives (the “Incentive”) as further described herein for each Referee that purchases the Services up to a maximum of $1,000 per Referee. Company shall determine, in its sole discretion, whether the Referee is eligible for an Incentive and reserves the right to reject any Referee for any reason. Company reserves the right to change or cancel the Incentives at any time.

b. Incentives may vary and are subject to change without notice. The current Incentives are incorporated by reference and as described on HairClub’s Referral Program webpage, available here: www.hairclub.com/impact-referral-program (the “Current Incentive Page”).

c. The Incentive cannot be combined with any other offer, is valid for a limited time only, and may be modified or terminated at any time, in the Company’s sole discretion.

d. Referrer may share their discount code or referral link only through direct, private communications with friends and family (for example, via email or personal messages on Meta, X, or LinkedIn). The Referrer may not post, distribute, or otherwise make available any discount or referral code or link in group messages, public forums, or other public-facing channels, including but not limited to Reddit. Any such public posting may result in the reversal, restriction, cancellation, or rejection of referral Incentives.

7. Taxes. Incentives (in the form of Commissions) are inclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges imposed by a government authority (“Taxes”). Referrer agrees and acknowledges that it is responsible for the reporting and remitting of all applicable Taxes that arise from the Incentive. Notwithstanding the foregoing, Company may withhold from the Incentive any amounts required to be withheld by the appropriate government authority, provided that Company remits such amounts to the appropriate government authority on behalf of the Referrer and supplies Referrer with evidence of such payment.

8. Trademark Usage. The trademarks, logos, service marks and trade names under which Company markets the Service (the “Marks”) shall remain the exclusive property of Company. This Agreement gives Referrer no license regarding the use of such Marks, except that during the term of this Agreement Company grants to Referrer a restricted, non-transferable, non-exclusive, non-sublicensable and revocable license to use the Marks to market and promote Company’s Service, business and initiatives to Referees. Referrer agrees not to use the Marks in any way that may be determined objectionable by Company or confusing to any third parties regarding the nature of the relationship between Company and Referrer. Company reserves the right to approve particular uses of the Marks and/or revoke the license granted herein at any time.

9. Confidential Information. All documentation and information, including without limitation, design and presentation documents, trade secrets, customer lists, techniques, processes and technical and marketing information which is supplied by HairClub (“Disclosing Party”) to Referrer (“Receiving Party”) in connection with this Agreement (“Confidential Information”) is hereby deemed to be proprietary to Disclosing Party and shall be held in trust and confidence for, and on behalf of, Disclosing Party, by Receiving Party and its employees, agents, distributors and contractors and shall not be disclosed by Receiving Party or used by Receiving Party for any purpose other than as strictly permitted under this Agreement, without Disclosing Party’s prior written consent. Receiving Party shall not copy or disclose all, or any part of, the Confidential Information except in accordance with the terms and conditions of this Agreement. Receiving Party shall be directly liable for the acts or omissions of its employees, agents, distributors and contractors with respect to such confidentiality obligations. Receiving Party agrees to protect the Confidential Information of the Disclosing Party with at least the same degree of care Receiving Party uses to protect its own trade secrets and proprietary information, which in any event shall be no less than a reasonable degree of care. The confidentiality obligations of the parties under this Agreement shall not apply to Confidential Information which (a) at the time of disclosure is within the public domain, other than through a breach of this Agreement; (b) after disclosure becomes readily and lawfully available to the public, other than through a breach of this Agreement; (c) Receiving Party can establish, by documented and competent evidence, was in its possession prior to the date of disclosure of such Confidential Information by Disclosing Party; or (d) is approved in advance in writing by Disclosing Party for disclosure.

10. Warranties. Referrer represents, warrants and covenants that (a) it meets the eligibility criteria set out in Section 2; (b) it shall not make, and Company shall not be bound by, any offer, acceptance, representation, warranty, or affirmation of fact whatsoever to any Referee or third party respecting Company or the Company products or services, including the performance thereof; (c) it has not paid, and is not aware of any payments, to any third parties with a view to securing an order, contract and/or agreement contemplated hereunder or affecting a purchaser’s decision to approach Company for the Services; (d) it will use reasonable efforts to ensure that any Referee referred to Company is a legitimate Referee; and (e) it shall comply with all applicable laws while participating in the Referral Program.

11. Compliance with Endorsement and Advertising Guidelines. As a participant in the Company’s Referral Program, in the event you post or share information about HairClub or such programs via social media, you must clearly and conspicuously disclose your material connection to HairClub. Such disclosures and all related content must comply with (i) the U.S. Federal Trade Commission’s Guides Concerning the Use of Endorsements and Testimonials in Advertising and (ii) all applicable Canadian endorsement and advertising laws, regulations, and guidelines, including the Competition Bureau of Canada’s Influencer Marketing Guidelines and the Canadian Code of Advertising Standards. Without limiting the foregoing, the following hashtags must be used in all applicable social media posts: #Sponsored or #HCReferralProgram.

12. Indemnity. Referrer shall indemnify, defend and hold Company harmless against any and all third party proceedings, causes of action, suits, damages, losses, liability, costs and expenses (including reasonable legal fees) whatsoever that may arise, either directly or indirectly, in connection with any breach of the foregoing representations and warranties in Section 10, any misuse, unauthorized use or violation of the Marks and/or Referrer’s performance hereunder.

13. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO REFERRER FOR DIRECT DAMAGES IN EXCESS OF THE TOTAL INCENTIVE PAID TO REFERRER BY COMPANY DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGES OCCURRED AND COMPANY SHALL NOT BE LIABLE FOR ANY PUNITIVE, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS, WHETHER BASED IN CONTRACT OR IN TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT.

14. Term and Termination. This Agreement begins on the date that Referrer enrolls in the Referral Program and continues until terminated by Company or Referrer. Company may terminate this Agreement at any time, for any reason or for no reason, without notice to the Referrer. On termination or expiration of this Agreement, all licenses granted to Referrer hereunder shall terminate and each party shall return to the other as soon as possible all copies of the other party’s property and materials in its possession or control, including all copies of the other party’s Confidential Information. Where this Agreement expires or terminates as provided for herein, no Incentive shall be payable with respect to any Referee for which Company has not signed an agreement for the applicable Company Service prior to the earlier of (a) the effective date of the expiration or termination of this Agreement and/or (b) the date of notice of termination.

15. Expectations. Referrer acknowledges and agrees that it has no expectation that its business relationship with Company will continue for any minimum period or that Referrer shall obtain any anticipated amount of profits by virtue of this Agreement. Company shall not be liable, by reason of any termination of this Agreement, for compensation, reimbursement or damages on account of the loss of prospective profits or on account of expenditures or commitments whatsoever in connection with the business or goodwill of Referrer. Except as provided in this paragraph, termination hereunder shall be without prejudice to any other right or remedy to which either party may be entitled hereunder, at law, or in equity.

16. Independent Contractors. The relationship between the parties is that of independent contractors. Referrer is not an agent or employee of Company nor is it authorized or permitted to make any representations or warranties on behalf of Company. During the term of this Agreement, should the term “partnership”, “partner” or “Referrer” be used to describe the parties’ relationship under this Agreement, the parties agree to make it clear to third parties that these terms refer only to the spirit of cooperation between the parties and do not describe or create the legal status of partners or joint venturers.

17. Severability & Waiver. If any provision of this Agreement is held invalid by any law, rule, order or regulation of any government, or by the final determination of a court of competent jurisdiction, such invalidity will not affect the enforceability of any other provisions not held to be invalid. The provisions of this Agreement shall be interpreted to carry out the intent of the parties to the fullest extent permitted by law. Any delay by either party to exercise any right or remedy under this Agreement will not be construed to be a waiver of that or any other right or remedy hereunder.

18. Governing Law & Venue. These Terms and any dispute, claim, or controversy arising out of or relating to these Terms, the Program, or the relationship between the parties shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located in Palm Beach County, Florida, and waive any objection to such jurisdiction or venue, including any claim that such forum is inconvenient.

19. Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.

20. Survival. The confidentiality requirements, ownership and proprietary rights, exclusions of warranties, indemnification obligations, limitations of liability and general provisions set forth in this Agreement shall survive the expiration or termination of this Agreement.

21. Notices. All notices of any kind shall be in writing and may be served personally or by prepaid registered or certified mail or by private mail service (for example, Federal Express or DHL) to the addresses noted below.

22. Entire Agreement. This Agreement constitutes the entire agreement of the parties as to the subject matter hereof and supersedes any and all prior oral or written memoranda, understandings and agreements as to such subject matter. Any conflict between the body of this Agreement and its schedules shall be resolved in favor of the schedules. This Agreement may be amended at any time by the Company without notice to the Referrer.