Introduction
This Advertising Agreement (“Agreement”) is entered into by and between Have A Nug^® (“Company,” “we,” “our,” or “us”) and the advertiser (“Advertiser,” “you,” or “your”). By purchasing advertising space, sponsorships, or any related promotional services (collectively, “Advertising Services”) on the Have A Nug^® platform (“Platform”), you agree to be bound by the terms and conditions set forth herein.

Advertising Services & Placement

Scope of Services
Have A Nug^® offers advertising opportunities, including but not limited to:

• Boosted Dispensary Listings – Featured placements in search results within a specified state or region

• Banner Advertisements – Display ads in designated areas across the Platform

• Sponsored Content – Promoted articles, videos, or other content marketed within the Platform

• Loyalty Program Features – Advertising integrations within loyalty program pages

• Homepage Features – Premium exposure on the Have A Nug^® homepage

Advertisement Placement & Rotation
The Company does not guarantee any specific ad placement unless explicitly stated in a written agreement.
Advertisements may be subject to rotational display, meaning that multiple advertisers may share similar placement positions.
The frequency and visibility of advertisements may vary based on package level, competition within the designated advertising category, and user engagement.

Ad Approval & Compliance
Have A Nug^® reserves the right, at its sole discretion, to reject, modify, or remove any advertisement that:

• Violates applicable cannabis advertising laws or regulations

• Contains misleading, false, or fraudulent information

• Infringes upon the intellectual property rights of any third party

• Is deemed inappropriate, defamatory, obscene, or offensive

Advertisers are solely responsible for ensuring that all advertisements comply with federal, state, and local laws governing cannabis-related marketing.

Payment Terms

Fees & Payment Obligations
Advertisers agree to pay the total agreed-upon amount for Advertising Services prior to the campaign launch, unless otherwise specified in a written agreement.
All fees are non-refundable, except in cases where Have A Nug^® fails to deliver the Advertising Services as agreed upon.
Payments must be made via approved payment methods, including credit card, ACH transfer, or other means designated by Have A Nug^®.

Late Payments & Penalties
Any payment not received by the due date may be subject to late fees of 1.5% per month (or the maximum amount permitted by law).
In the event of non-payment, Have A Nug^® reserves the right to suspend or terminate the Advertiser’s campaign without notice.
Advertisers will be responsible for all costs associated with collections, including legal fees.

Advertiser Responsibilities & Warranties
The Advertiser represents and warrants that:

• It holds all necessary rights, permissions, and licenses to display and promote its advertised content

• It will not infringe upon any third-party intellectual property rights

• It will provide accurate and up-to-date information for all advertisements

Advertisers agree not to:

• Use Have A Nug^® to advertise illegal products or services

• Deploy deceptive or unethical marketing tactics

• Use any automated tools or fraudulent means to manipulate ad impressions or clicks

Intellectual Property Rights
All advertising content, including graphics, text, and media, remains the property of the Advertiser. However, by submitting an advertisement, the Advertiser grants Have A Nug^® a non-exclusive, royalty-free, worldwide license to use, modify, display, and distribute the advertisement in connection with providing Advertising Services.
Advertisers may not use Have A Nug^®’s trademarks, logos, or branding without prior written consent.

Limitation of Liability
Have A Nug^® does not guarantee any specific results from the Advertising Services, including but not limited to increased sales, customer acquisition, or traffic.
Have A Nug^® shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from or related to the use of the Advertising Services.
The total aggregate liability of Have A Nug^® for any claim related to this Agreement shall not exceed the total amount paid by the Advertiser for the Advertising Services in the twelve (12) months preceding the claim.

Indemnification
Advertiser agrees to indemnify, defend, and hold harmless Have A Nug^®, its affiliates, officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Advertiser’s breach of this Agreement

• Advertiser’s violation of any applicable laws or regulations

• Any third-party claims alleging that the advertisement infringes upon intellectual property rights

Termination & Suspension

Termination by Advertiser
Advertisers may terminate this Agreement by providing written notice at least 10 business days before the scheduled end of the campaign.
No refunds will be provided for early termination unless Have A Nug^® fails to deliver the agreed-upon Advertising Services.

Termination by Have A Nug^®
Have A Nug^® may suspend or terminate an Advertiser’s campaign without notice if:

• The Advertiser fails to make timely payments

• The advertisement violates applicable laws or these Terms

• The Advertiser engages in fraudulent, unethical, or deceptive marketing practices

If Have A Nug^® terminates the Agreement due to a breach by the Advertiser, no refunds will be issued.

Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of California, without regard to conflict of law principles.
Any disputes arising under or in connection with this Agreement shall be resolved exclusively in the courts of California.
Both parties agree to engage in good-faith negotiations to resolve any disputes prior to initiating litigation.

Miscellaneous Provisions

Force Majeure
Neither party shall be liable for any delay or failure to perform due to causes beyond their reasonable control, including but not limited to natural disasters, government actions, or technical failures.

Confidentiality
Advertisers may be provided with confidential information regarding Have A Nug^®’s advertising strategy, pricing, or user data. Advertisers agree to keep such information strictly confidential and not disclose it to third parties.

No Partnership or Agency
Nothing in this Agreement shall be construed as creating a joint venture, partnership, or agency relationship between the parties.

Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, communications, and understandings, whether written or oral.

Amendments
Have A Nug^® reserves the right to update, modify, or revise this Agreement at any time, with notice provided to the Advertiser. Continued use of the Advertising Services constitutes acceptance of the revised Agreement.

Contact Information
For questions or concerns regarding this Agreement, please contact Have A Nug^® at CreationNation@haveanug.com.