Brand Connect Program Agreement

Brand Connect Program Agreement

Updated: December 10, 2025

This Brand Connect Program Agreement (the “Agreement”) governs participation in the Brand Connect Program (the “Program”) offered by Botanic Biosciences, LLC, with an address of 15511 Hwy 71 West, Suite 110, #420, Bee Cave, TX 78738 (the “Company”). By enrolling in the Program, submitting a referral, or otherwise participating as a referrer (the “Referrer”), you agree to be bound by this Agreement. If you are participating as a Botanic, LLC Brand Ambassador, this Agreement serves as an addendum to your existing Distributor Agreement with Botanic, LLC, and incorporate its terms by reference where applicable. This Agreement is effective as of the date of your Brand Ambassador sign up (the “Effective Date”) and submitting your first referral through the Botanic dashboard, or otherwise engaging in the Program.

Purpose

The Company is in the business of developing and selling plant-based wellness products, including meticulously crafted botanical products formulated with the finest ingredients. With a wide array of formulas and a flexible, customizable approach, the Company offers solutions to suit the unique needs of botanical brands. As a Botanic Brand Ambassador or participant in the Program, the Referrer has contacts in the botanical or wellness industry and agrees to refer potential brands or businesses to the Company for wholesale, white-label, or custom product opportunities in exchange for compensation.

Referral Arrangement

Upon the Effective Date, the Referrer may refer potential clients to the Company via the designated referral form in the Botanic dashboard. A “Qualified Referral” is a lead for a brand or business in the botanical or wellness industry that meets the Company’s criteria (e.g., industry fit and genuine interest in wholesale services), results in a signed agreement, and leads to a first order of at least $5,000 (net value, excluding taxes, shipping, returns, and discounts) from the referred client within 90 days of referral submission. The Company reserves the right to reject any referral at its sole discretion. Referrals must be submitted through the Botanic dashboard to be tracked and eligible.

Compensation

For each Qualified Referral, the Company shall pay the Referrer 10% of the net value of the referred client’s first order only (excluding taxes, shipping, returns, and discounts). Payment shall be made within 30 days of the first order’s funding, processed through the Botanic, LLC commission system, and subject to the same payout schedule and tax reporting (e.g., 1099 forms) as other Botanic earnings. No payment is due for referrals that do not result in a Qualified Referral.

Term

These Terms commence on the Effective Date and continue indefinitely until terminated by either party.

Confidentiality (Non-Disclosure)

During participation in the Program, the Company may share Confidential Information, including trade secrets, client lists, product formulas, pricing, and business strategies related to the botanical industry, with the Referrer solely for referral purposes. The Referrer agrees to keep all Confidential Information strictly confidential, not disclose it to third parties, and use it only for making referrals under the Program. This obligation survives termination for 3 years. Exclusions include information that is publicly known or independently developed by the Referrer. If disclosure is required by law, the Referrer must notify the Company immediately. Breach may result in damages and injunctive relief.

Non-Compete

For 12 months after termination (the “Restricted Period”), the Referrer shall not, directly or indirectly, solicit or refer the Company’s clients to competitors, nor use Confidential Information to compete with the Company in the botanical products industry within the United States. This does not restrict the Referrer’s activities under their Botanic, LLC Brand Manager Agreement, provided they do not involve direct competition with the Company’s wholesale operations. The Referrer acknowledges this restriction is reasonable to protect the Company’s interests. Breach entitles the Company to injunctive relief without proving damages.

Termination

These Terms may be terminated by either party with 30 days’ written notice, or immediately for breach (e.g., violation of confidentiality or non-compete obligations). Termination of the Referrer’s Botanic Brand Manager status automatically terminates these Terms. Upon termination, the Company shall pay any outstanding compensation for pre-termination Qualified Referrals.

Representations and Warranties

The Referrer represents that they are authorized to participate in the Program and that their performance will not violate any third-party rights or applicable laws.

Indemnity

The Referrer agrees to indemnify the Company against claims arising from their negligence or breach of these Terms, including reasonable legal fees.

Limitation of Liability

Neither party shall be liable for indirect damages (e.g., lost profits) unless due to gross negligence or willful misconduct.

Disclaimer

The Referrer does not guarantee that referrals will result in sales or profits for the Company. The Company makes no representations about potential earnings under the Program.

Severability

If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Waiver

Failure to enforce any right or provision does not constitute a waiver of future enforcement.

Governing Law

These Terms are governed by the laws of the State of Colorado, without regard to conflict of laws principles. Any disputes arising out of or relating to these Terms shall be resolved through arbitration in Denver, Colorado, under the rules of the American Arbitration Association.

Entire Agreement

These Terms constitute the entire agreement between the parties regarding the Program and supersede any prior understandings related to referrals, but do not affect the Referrer’s other agreements with Botanic, LLC or the Company. Amendments must be made in writing and posted by the Company, with continued participation constituting acceptance.

Electronic Acceptance

By clicking “Accept,” checking a box, submitting a referral, or otherwise participating in the Program, the Referrer electronically agrees to these Terms. This electronic acceptance has the same legal effect as a handwritten signature. The Referrer should print or save a copy of these Terms for their records.