Popsa Creator Affiliate Programme Terms & Conditions

1. Definitions and Interpretation

In this Agreement the following definitions apply:

• "Affiliate Code" means the unique alphanumeric discount code assigned to you by Popsa upon joining the Programme.

• "Commission" means the fee payable to you calculated as a percentage of the net sale value of Qualifying Purchases made using your Affiliate Code.

• "Content" means any photograph, video, reel, story, post, caption, audio, or other material you create in connection with the Programme.

• "Creator" or "you" means the individual who has been approved to participate in the Programme.

• "Data Protection Laws" means, as applicable: (a) the United Kingdom GDPR and the Data Protection Act 2018 (United Kingdom); (b) Regulation (European Union) 2016/679 (European Union GDPR) (European Union); (c) applicable United States state privacy laws including the California Consumer Privacy Act (CCPA) as amended by the CPRA (United States of America); (d) the Privacy Act 1988 (Cth) and Australian Privacy Principles (Australia); (e) the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws (Canada); and any successor or implementing legislation.

• "Net Sale Value" means the final order value paid by the customer after the application of the Affiliate Code discount but before shipping costs and any applicable taxes.

• "Programme" means the Popsa Creator Affiliate Programme described in this Agreement.

• "Qualifying Purchase" means a purchase that satisfies the conditions set out in clause 5.2.

• "Relevant Disclosure Standards" means the advertising disclosure standards applicable to your jurisdiction as set out in Schedule 4 and the applicable Jurisdiction-Specific Schedule.

• "Territory" means the United Kingdom, member states of the European Union, the United States of America, Australia, and/or Canada, as applicable to your participation.

• "Welcome Product" means the complimentary Popsa product credit provided to you on joining the Programme as described in clause 3.

References to clauses and Schedules are to clauses and schedules of this Agreement. The Schedules form part of this Agreement.

2. The Programme

2.1  What the Programme offers

The Programme allows approved Creators to promote Popsa products to their social media audiences using their Affiliate Code. You earn Commission on Qualifying Purchases made by customers using your code.

2.2  Eligibility

To be eligible to join the Programme, you must:

• be aged 18 or over (or the age of majority in your jurisdiction, if higher);

• have an active, publicly accessible account on TikTok, Instagram, YouTube, or another social media platform approved by Popsa in writing;

• have been approved by Popsa following your application;

• comply with all applicable laws and platform terms in your country of residence and the countries in which your audience is located; and

• not be an employee, officer, or director of Popsa or any of its group companies, nor a close family member of such a person.

2.3  Application and approval

Submitting an application does not guarantee entry to the Programme. Popsa reserves the right to approve or decline any application at its sole discretion and without providing reasons. Approval of your application does not create any employment, agency, or partnership relationship between you and Popsa.

2.4  Your status

You participate in the Programme as an independent contractor. Nothing in this Agreement creates, or shall be construed as creating, any employment, worker, agency, partnership, or joint venture relationship between you and Popsa. You are solely responsible for your own tax affairs, national insurance or equivalent social security contributions, and any registrations required for your promotional activities. See also clause 15 (Independent Contractor Status).

3. Complimentary Welcome Product

3.1  Welcome Product credit

Upon approval to the Programme, Popsa will provide you with a credit to create one complimentary Popsa product (the "Welcome Product") at no cost to you. The specific product offered will be confirmed in your welcome communication. The Welcome Product is provided to enable you to create authentic Content about Popsa and is not transferable.

3.2  Content obligation

By accepting the Welcome Product, you agree to:

• post at least one piece of Content featuring the Welcome Product within 14 days of receiving it;

• include your Affiliate Code clearly and visibly in that Content;

• keep that Content publicly visible on your account for a minimum of 28 consecutive days from the date it is first posted; and

• ensure that Content meets the Relevant Disclosure Standards applicable to your jurisdiction (see Schedule 4).

3.3  Failure to post

If you fail to post the required Content within 14 days of receiving the Welcome Product, or if you remove that Content from public visibility before the end of the minimum 28-day period, Popsa may, at its discretion, suspend your participation in the Programme or deduct the retail value of the Welcome Product from your Commission account. Popsa will give you seven days' written notice before doing so.

3.4  Additional complimentary products

Popsa may, at its discretion, offer additional complimentary products to active Creators based on content performance and programme activity. Any additional product provided constitutes consideration and must be disclosed as such in accordance with the Relevant Disclosure Standards.

4. Your Affiliate Code

4.1  Use of your Affiliate Code

On joining the Programme you will be assigned your Affiliate Code. Your Affiliate Code:

• is personal to you and must not be shared with, transferred to, or used by any other person or creator;

• must only be promoted through your own verified social media accounts;

• must not be published on voucher, cashback, deal, or coupon websites;

• must not be used in paid advertising without Popsa's prior written consent;

• must not be used in any manner that constitutes fraud, misuse, or a violation of clause 9; and

• remains the property of Popsa at all times.

4.2  Deactivation

Popsa reserves the right to deactivate or replace your Affiliate Code at any time, including in cases of suspected misuse, fraud, or technical necessity. Where practicable, Popsa will give you reasonable notice of any planned deactivation that is not related to a breach or suspected breach of this Agreement.

5. Commission and Payments

5.1  Commission rate

You will earn Commission at the rate confirmed in your welcome communication, up to a maximum of 20% of the Net Sale Value of each Qualifying Purchase. Popsa may update the Commission rate on 30 days' prior written notice. Your continued participation in the Programme following expiry of that notice period constitutes acceptance of the revised rate.

5.2  Qualifying Purchases

A purchase qualifies for Commission only where:

• a customer places a new order using your Affiliate Code;

• the order is completed and paid in full by the customer;

• the order is not subsequently returned, cancelled, or refunded within the applicable returns window (see clause 5.4); and

• the order is not flagged as fraudulent or in breach of Popsa's terms of sale.

5.3  Minimum payout threshold

Commission will only be paid out once your account balance reaches £20 / €20 / US$20 / AU$20 / CA$20 (or the local currency equivalent). Balances below this threshold will carry forward to the following payment period indefinitely until the threshold is reached or the Agreement is terminated. On termination, any balance above the threshold will be paid in the next regular payment run; balances below the threshold will be forfeited unless otherwise agreed in writing.

5.4  Returns and clawbacks

Popsa offers customers a returns window of 30 days from the date of delivery. To allow for this window, Commission is held and does not become withdrawable until 30 days after the end of the delivery window for the relevant order, meaning Commission is paid approximately 30 days in arrears. This is intended to ensure that Commission is only released on orders that have been delivered and are no longer subject to return or refund. We believe this compares favourably to the industry, where payment terms of up to 90 days are common. Commission on any order returned, cancelled, or refunded within the returns window will not be payable. If Commission on such an order has already been paid to you, the amount will be deducted from your next payment. Popsa will provide you with a written explanation of any clawback applied.

5.5  Payment schedule

Commission payments are made monthly, on the last working day of each calendar month, in respect of all Qualifying Purchases confirmed in the preceding calendar month. Payment will be made in the currency applicable to your Territory (GBP for United Kingdom, EUR for European Union, USD for United States of America, AUD for Australia, CAD for Canada) via the payment method specified in your welcome communication (for example, bank transfer or a nominated payment platform).  You are responsible for providing and maintaining accurate payment details. Popsa is not liable for payments made in good faith to account details you have provided.

5.6  Currency and exchange

Where a Qualifying Purchase is made in a currency other than your payment currency, Popsa will apply its standard exchange rate in effect at the time of the transaction. Popsa does not guarantee any particular exchange rate and is not liable for any currency fluctuation losses.

5.7  Taxes — general

You are solely responsible for declaring and paying any income tax, VAT, sales tax, or other taxes arising from your participation in the Programme in your jurisdiction. Popsa does not deduct tax from Commission payments unless required to do so by applicable law. Please refer to the Jurisdiction-Specific Schedules for further detail on tax obligations in your market.

5.8  Referral commission

If you refer another creator to the Programme using your designated referral link or code, and that creator is accepted and makes at least one qualifying post within 30 days of joining, you may earn an additional referral commission at the rate confirmed by Popsa at the time. Referral commission is subject to the same qualifying conditions, payout threshold, and payment terms as standard Commission.

6. Content Guidelines and Disclosure

6.1  Content standards

All Content you create in connection with the Programme must:

• be honest, accurate, and not misleading;

• reflect your genuine experience of the Popsa product;

• comply with the Relevant Disclosure Standards for your jurisdiction as set out in Schedule 4;

• not make any claims about Popsa products that are unsubstantiated, that Popsa has not authorised, or that you cannot verify from your own experience;

• not include content that is offensive, discriminatory, defamatory, sexually explicit, or otherwise harmful;

• not feature individuals under the age of 18 in a promotional context without documented parental or guardian consent;

• comply with the content policies of the relevant social media platform on which it is posted; and

• not use AI-generated images, voices, or likenesses to simulate your personal use of or experience with the product.

6.2  Disclosure — mandatory obligation

Proper disclosure of your commercial relationship with Popsa is a legal requirement in all Territories. You must comply with the disclosure requirements set out in Schedule 4 and the applicable Jurisdiction-Specific Schedule. In all cases:

• each piece of Content that promotes Popsa or includes your Affiliate Code must individually and visibly disclose the commercial relationship — a single disclosure on your profile or bio page is not sufficient;

• disclosure must appear at the beginning of the Content (or superimposed on video/image content) where your audience will see it without having to click 'more', scroll, or take any additional action;

• acceptable disclosure terms include: #Ad, #Paid, #Sponsored, 'Gifted by Popsa', 'Paid partnership with Popsa', and any platform-native disclosure tools — but these must not be buried within a list of other hashtags;

• do not use vague terms such as #collab, #partner, #sp, or 'thanks to Popsa' as these are insufficient in all Territories; and

• you must also use any platform-provided disclosure tool (e.g. Instagram's 'Paid partnership' label or TikTok's 'Promotional content' toggle) in addition to your own disclosure.

6.3  Popsa's joint liability

You acknowledge that under applicable law in all Territories, Popsa as the commissioning brand may be held jointly liable if you fail to make required disclosures. You agree to indemnify Popsa for any losses, fines, or regulatory costs it incurs as a direct result of your failure to comply with the disclosure obligations in this clause 6 and Schedule 4.

6.4  Content dos and don'ts

Do:

• show the physical Popsa product authentically in your Content;

• share your genuine experience of creating and receiving the product;

• include your Affiliate Code clearly and visibly; and

• use platform-native formats, trends, and audio that feel natural to your audience.

Don't:

• make false or unverified claims about product quality, delivery times, pricing, or availability;

• use the Popsa name, logo, or branding in your social media profile name, handle, or bio without Popsa's prior written consent;

• imply that you are an employee or official spokesperson of Popsa;

• post Content that brings Popsa into disrepute; or

• post Content in the same post as or directly comparing Popsa against a direct competitor (see clause 8).

7. Popsa's Licence to Use Your Content

7.1  Licence grant

By participating in the Programme and creating Content featuring Popsa products, you grant Popsa a non-exclusive, royalty-free, worldwide licence to repost, share, republish, and use your Content (including your name, image, and likeness where they appear in that Content) for Popsa's marketing and promotional purposes, including paid advertising across digital and physical channels.

7.2  Credit

Popsa will use reasonable endeavours to credit you by your social media handle wherever it reposts or uses your Content. You acknowledge that in certain advertising formats (e.g. display advertising, out-of-home) crediting may not be practicable, and that Popsa's failure to credit you in such cases shall not constitute a breach of this Agreement.

7.3  Withdrawal of licence

You may withdraw the licence granted in clause 7.1 at any time by giving Popsa written notice to affiliate-support@popsa.com. Following receipt of such notice, Popsa will cease to initiate new uses of your Content but shall not be required to remove existing uses already in circulation (including paid advertising campaigns that are mid-flight at the date of notice). Withdrawal of the licence does not affect any other obligation under this Agreement.

7.4  Your warranties

You warrant that: (a) you own or have the necessary rights to grant the licence in clause 7.1; (b) your Content does not infringe the intellectual property rights, privacy rights, or any other rights of any third party; and (c) any individual appearing in your Content has given their consent to that appearance, and in the case of individuals under 18, that documented parental/guardian consent has been obtained.

8. Exclusivity and Competitor Promotions

You are not required to promote Popsa exclusively. However, you agree that you will not:

• promote a Direct Competitor in the same piece of Content as Popsa or your Affiliate Code; or

• use your Affiliate Code, Popsa branding, or Popsa assets in any Content that also promotes a Direct Competitor.

For the purposes of this clause, "Direct Competitor" means any business offering personalised photo products, including but not limited to photobooks, photo calendars, photo tiles, photo prints, or personalised photo gifts, including (without limitation) Photobox, Pixory, CEWE, Snapfish, Shutterfly, Mixbook, Albelli, and Bonusprint.

This restriction applies only to the same piece of Content and does not prevent you from working with Direct Competitors in separate, unrelated posts.

9. Fraud and Misuse

9.1  Prohibited activities

The following activities are strictly prohibited and will result in immediate termination of your participation and forfeiture of all unpaid Commission:

• placing or arranging orders using your own Affiliate Code (self-referral);

• incentivising others to place orders using your code through cash payments, gifts, or other incentives not expressly authorised in writing by Popsa;

• creating, purchasing, or using fake, bot-generated, or artificially inflated traffic, clicks, followers, views, likes, or orders;

• sharing your Affiliate Code in bulk via deal sites, forums, group chats, or other unauthorised channels;

• using AI-generated, deepfake, or otherwise fabricated content to simulate personal experience with Popsa products;

• submitting false, misleading, or fabricated reviews about Popsa products; and

• any other activity intended to generate Commission through deceptive, dishonest, or artificial means.

9.2  Investigation and withholding

Popsa reserves the right to withhold or reclaim Commission where fraud or misuse is suspected, pending investigation. Popsa will notify you in writing where it withholds Commission for this reason and will complete its investigation within 30 days unless the matter involves law enforcement.

9.3  Recovery

If Popsa has already paid Commission that is subsequently found to relate to fraudulent or prohibited activity, you agree to repay that Commission to Popsa within 14 days of written demand.

10. Intellectual Property

10.1  Licence to use Popsa brand assets

Popsa grants you a limited, non-exclusive, non-transferable, revocable licence to use the Popsa name and approved brand assets solely for the purpose of creating Content under this Programme. This licence does not permit you to:

• register any trade mark, domain name, company name, or social media handle incorporating the Popsa name or any confusingly similar term;

• use Popsa branding in a way that implies endorsement beyond the Programme;

• modify, adapt, distort, or create derivative works of Popsa's logo or brand assets; or

• sub-licence the Popsa brand to any third party.

10.2  Popsa's ownership

All intellectual property rights in Popsa's brand, products, technology, and materials remain exclusively with Popsa at all times. Nothing in this Agreement transfers any ownership rights to you.

10.3  Your Content ownership

You retain ownership of the intellectual property rights in your original Content, subject to the licence granted to Popsa under clause 7. You acknowledge and agree that, based on the quality and performance of your Content, Popsa may at its discretion select your Content to feature or promote on Popsa's own platforms and channels, and may apply paid advertising spend to amplify your Content (including by boosting or running your videos as paid advertisements). Popsa is under no obligation to feature, promote, or apply advertising spend to any particular piece of Content, and any decision to do so does not entitle you to any additional payment beyond Commission earned under this Agreement.

11. Data Protection and Privacy

11.1  Personal data Popsa collects from you

In administering the Programme, Popsa will collect and process personal data about you including your name, social media handle(s), email address, payment details, and content performance data. Popsa processes this data as a data controller for the purposes of administering the Programme, making Commission payments, and (where you have given consent) marketing Popsa's services to you.

11.2  Privacy Notice

Popsa's full Privacy Notice, which sets out how Popsa processes your personal data, the legal bases for processing, your rights, and how to exercise them, is available at popsa.com/privacy. By participating in the Programme you acknowledge that you have read and understood the Privacy Notice.

11.3  Your obligations

In creating and posting Content, you must:

• not collect, store, or process the personal data of any individual (including your followers) for Popsa's benefit without their informed consent and without a lawful basis under applicable Data Protection Laws;

• not include in your Content the personal data of any third party without their explicit consent;

• comply with the data protection requirements of each social media platform on which you post; and

• promptly notify Popsa if you become aware of any data breach affecting personal data processed in connection with the Programme.

11.4  Jurisdiction-specific data protection obligations

Additional data protection obligations applicable to United Kingdom, European Union, United States of America, Australian, Canadian, and Mexican Creators are set out in the relevant Jurisdiction-Specific Schedules.

12. Inactivity

If you do not post any Content featuring your Affiliate Code for a continuous period of 90 days, Popsa may suspend or terminate your participation in the Programme on 14 days' written notice. Any accrued Commission above the minimum payout threshold at the time of termination will be paid in the next regular payment run following the effective date of termination.

13. Termination

13.1  Termination by Popsa for cause

Popsa may terminate your participation in the Programme immediately and without notice if you:

• post Content that is brand-damaging, defamatory, or brings Popsa into disrepute;

• engage in fraud, misuse, or any activity prohibited under clause 9;

• breach any material term of this Agreement and (where the breach is capable of remedy) fail to remedy it within 7 days of written notice from Popsa; or

• behave in a manner that Popsa reasonably considers incompatible with its brand values.

13.2  Termination by Popsa on notice

Popsa may also terminate the Programme entirely, or your participation in it, by giving 30 days' written notice. In this case, all accrued Commission above the minimum payout threshold will be paid in the next regular payment run following the effective date of termination.

13.3  Termination by you

You may terminate your participation in the Programme at any time by giving Popsa written notice to affiliate-support@popsa.com. Any accrued Commission above the minimum payout threshold will be paid in the next regular payment run following Popsa's receipt of your notice.

13.4  Effect of termination

On termination of this Agreement for any reason:

• you must immediately cease using your Affiliate Code and the Popsa name and brand assets;

• you must, where reasonably practicable, remove or update any active promotional Content that includes your Affiliate Code within 30 days of the termination date;

• Popsa may immediately deactivate your Affiliate Code; and

• clauses 6.3, 7, 9.3, 10, 11, 14, 15, and 16 shall survive termination.

14. Liability and Indemnity

14.1  Popsa's limitation of liability

To the fullest extent permitted by applicable law:

• Popsa's total aggregate liability to you under or in connection with this Agreement shall not exceed the total Commission paid to you in the three calendar months immediately preceding the event giving rise to the claim;

• Popsa is not liable for any indirect, consequential, special, or punitive losses, loss of revenue, loss of profit, or loss of opportunity arising from your participation in the Programme; and

• Popsa does not guarantee any level of sales, Commission, income, or audience growth from your participation in the Programme.

14.2  Exclusions

Nothing in this Agreement limits or excludes liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by negligence; (c) any other liability that cannot be excluded or limited by applicable law; or (d) any mandatory statutory rights you may have as a consumer under the laws of your jurisdiction.

14.3  Your indemnity

You agree to indemnify, defend, and hold harmless Popsa and its officers, directors, employees, and agents from and against any claims, damages, fines, penalties, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) your breach of this Agreement; (b) your failure to make required advertising disclosures under applicable law; (c) any Content you create that infringes the rights of any third party; or (d) any fraudulent or prohibited activity under clause 9.

15. Independent Contractor Status

You are an independent contractor. You agree that:

• you are not an employee, worker, agent, or partner of Popsa and will not hold yourself out as such;

• you have no authority to enter into contracts or make commitments on behalf of Popsa;

• Popsa has no obligation to provide you with work, a minimum level of Commission, or any employment-related benefits;

• you are responsible for all taxes, national insurance contributions (United Kingdom), social security contributions (European Union), self-employment taxes (United States of America), superannuation and income tax (Australia), CPP contributions and income tax (Canada), and any other levies applicable to the income you earn under this Programme; and

• you will comply with all registration and reporting requirements applicable to self-employed individuals or sole traders in your jurisdiction.

Note: Independent contractor status is determined by the facts of the working relationship, not merely by the label used in this Agreement. If you have any concerns about your employment status, you should take independent legal or tax advice.

16. General Provisions

16.1  Entire agreement

This Agreement (including all Schedules) constitutes the entire agreement between you and Popsa in relation to the Programme and supersedes all prior discussions, representations, or agreements.

16.2  Amendments

Popsa may update these Terms and Conditions at any time on 30 days' written notice to you (which may be given by email or via the Programme portal). Your continued participation in the Programme after the expiry of the notice period constitutes acceptance of the updated terms. If you do not wish to accept updated terms, you must notify Popsa before the expiry of the notice period and you may terminate your participation under clause 13.3.

16.3  Severability

If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, it will be severed. The remaining provisions of this Agreement will continue in full force and effect.

16.4  Waiver

No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. A waiver is only effective if given in writing.

16.5  Assignment

You may not assign or transfer your rights or obligations under this Agreement without Popsa's prior written consent. Popsa may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its business assets on written notice to you.

16.6  Notices

Notices under this Agreement should be sent to Popsa at: affiliate-support@popsa.com. Popsa will send notices to you at the email address registered with your Programme account. Notices are deemed received on the next working day after sending by email, provided no delivery failure notification is received.

16.7  Third party rights

This Agreement does not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999 (United Kingdom) or any equivalent legislation.

17. Governing Law and Jurisdiction

17.1  General

This Agreement is governed by the laws of England and Wales. Subject to clauses 17.2 and 17.3 and the applicable Jurisdiction-Specific Schedule, the parties submit to the exclusive jurisdiction of the courts of England and Wales.

17.2  European Union Creators

If you are habitually resident in a member state of the European Union, you retain all mandatory statutory rights available to you under the laws of that member state that cannot be excluded or overridden by contract. Where applicable mandatory European Union or member-state consumer or trader protection laws confer rights on you that are more favourable than those set out in this Agreement, those laws shall prevail to that extent. See Schedule 2 for further detail.

17.3  United States, Australia, Canada and Mexico Creators

If you are resident in the United States, you retain all applicable statutory rights under federal and state law that cannot be excluded by contract. See Schedule 3 for further detail, including the dispute resolution and arbitration provisions that apply to United States Creators. If you are resident in Australia, you retain all applicable statutory rights under Australian Consumer Law and other mandatory Australian laws that cannot be excluded by contract. See Schedule 5 for further detail. If you are resident in Canada, you retain all applicable statutory rights under Canadian federal and provincial law that cannot be excluded by contract. See Schedule 6 for further detail. If you are resident in Mexico, you retain all applicable rights under the LFPC, LFPDPPP, and other mandatory Mexican federal law that cannot be excluded by contract. See Schedule 7 for further detail.

🇬🇧 Schedule 1 — United Kingdom Supplemental Terms

These supplemental terms apply to Creators who are resident in the United Kingdom or whose primary audience is located in the United Kingdom. They supplement the general terms and, in cases of conflict, take precedence over them.

S1.1  Advertising Standards

All Content must comply with the United Kingdom Code of Non-broadcast Advertising and Direct & Promotional Marketing (CAP Code) as administered by the Advertising Standards Authority (ASA). Key requirements include:

• Commercial Content must be labelled '#Ad' or 'Ad:' prominently and at the beginning of the post, video, or story — not buried within hashtags;

• Gifted products (including the Welcome Product) must be disclosed using '#Gift', '#Gifted', or an equivalent clear label — '#gifted' placed within a group of hashtags at the end of a caption does not meet ASA requirements;

• A 'Paid partnership with Popsa' label on Instagram or TikTok's 'Promotional content' label must be used in addition to (not instead of) your own hashtag disclosure;

• Stories and live content require disclosure at the outset and (for longer live content) repeated at intervals; and

• Thumbnail images for YouTube videos must include visible disclosure where the video contains promotional Content.

S1.2  Consumer Protection from Unfair Trading Regulations 2008

You acknowledge that the Consumer Protection from Unfair Trading Regulations 2008 apply to commercial communications to United Kingdom consumers. You must not engage in any misleading action or omission in your Content, and must not create a false impression about any Popsa product.

S1.3  Tax — United Kingdom

Commission payments are treated as self-employment income for United Kingdom tax purposes. You are responsible for registering as self-employed with HMRC (if applicable), filing Self Assessment tax returns, and paying Income Tax and Class 2/4 National Insurance Contributions on your Commission income. If your total income from all sources exceeds the VAT registration threshold (currently £90,000), you may be required to register for and charge VAT on your services. Popsa will not deduct United Kingdom income tax from Commission payments unless required to do so under PAYE or IR35 rules.

S1.4  IR35 / Off-payroll working

Where Popsa determines (acting reasonably) that the nature of your engagement meets the criteria for 'deemed employment' under Chapter 10 of ITEPA 2003 (off-payroll working rules), Popsa reserves the right to deduct income tax and National Insurance at source from your Commission payments after giving you 30 days' written notice of such determination. Popsa will provide you with a Status Determination Statement if this applies.

S1.5  Data protection — United Kingdom

Popsa processes your personal data as a controller under the United Kingdom GDPR and the Data Protection Act 2018. A copy of the applicable Privacy Notice is available at popsa.com/privacy. Your rights under United Kingdom GDPR include the right of access, rectification, erasure, restriction, portability, and to object to processing. To exercise these rights, contact privacy@popsa.com.

S1.6  Governing law — United Kingdom

This Schedule and your Agreement (to the extent it applies to United Kingdom activities) are governed by English law. Disputes are subject to the jurisdiction of the courts of England and Wales.

🇪🇺 Schedule 2 — European Union Supplemental Terms

These supplemental terms apply to Creators who are resident in any member state of the European Union, or whose primary audience is located in the European Union. They supplement the general terms and, in cases of conflict, take precedence over them.

S2.1  European Union Advertising Disclosure Framework

The European Union has a rapidly evolving and actively enforced regulatory framework for influencer marketing. You must comply with all of the following:

• Unfair Commercial Practices Directive (UCPD) 2005/29/EC: Any form of compensation — including monetary payment, commission from affiliate links, free products, discounts, or any other benefit — triggers mandatory disclosure. Disclosure must be visible without requiring consumers to click 'more', scroll, or take any additional action. Merely tagging Popsa's brand name is not sufficient.

• Digital Services Act (DSA) Regulation (European Union) 2022/2065: Where you post Content on platforms subject to the DSA (including Instagram, TikTok, YouTube, and other very large platforms), you must use the platform's built-in commercial content declaration tools in addition to your own hashtag disclosures.

• Audiovisual Media Services Directive (AVMSD) 2018/1808/EU: Where you post video content on video-sharing platforms, you must declare that your video contains commercial communications at the time of upload and in the video itself.

• Both Popsa and you, as the Creator, may be jointly liable for inadequate disclosures under European Union law. Popsa contractually requires you to comply with disclosure obligations in order to protect both parties.

S2.2  Country-specific requirements

In addition to the European Union-wide framework, you must comply with the specific national requirements of the European Union member state(s) in which your audience is located. Key examples include:

• France: Law No. 2023-451 (as amended by Order No. 2024-978) requires influencer marketing content to be clearly labelled as commercial communication. Violations can attract fines of up to €300,000 and criminal penalties. Promotion of certain product categories (cosmetic surgery, certain financial products, nicotine) is prohibited.

• Germany: Commercial content must be labelled with #Werbung (advertisement) or #Anzeige (ad). There is a legal presumption of commercial intent where the influencer has received any benefit — the burden is on the creator to prove otherwise. Non-compliance has been actively enforced by the Wettbewerbszentrale.

• Italy: AGCOM guidelines apply to influencers with significant audiences. Commercial content must be clearly identified. Penalties can reach €600,000 for non-compliance.

• Spain: Royal Decree 444/2024 applies to creators with annual revenues of €300,000+ and 1 million+ followers on a single platform. Affected creators must register with the Registro Estatal de Prestadores Audiovisuales. Popsa recommends that all Creators in Spain use clear '#publicidad' or '#anuncio' labels regardless of whether the Decree directly applies to them.

• Other European Union member states: Additional national rules apply in Belgium, Denmark, Finland, Netherlands, Poland, Sweden, and others. You are responsible for identifying and complying with the specific requirements of your country of residence and the countries in which your audience is located.

S2.3  GDPR

Popsa processes your personal data as a controller under European Union GDPR (Regulation (European Union) 2016/679). Where you are based in the European Union, Popsa's European Union data representative is [EU Representative — to be confirmed by Popsa]. Your rights under European Union GDPR include the right of access, rectification, erasure, restriction, portability, to object, and to lodge a complaint with your national data protection authority. To exercise these rights, contact privacy@popsa.com.

Where Popsa transfers your personal data outside the EEA (including to the United Kingdom post-Brexit), it will do so using appropriate safeguards (including Standard Contractual Clauses) in compliance with Chapter V European Union GDPR.

S2.4  Tax — European Union

Commission payments may constitute self-employment income taxable in your country of residence. VAT/GST obligations vary by member state. You are responsible for understanding and complying with your VAT registration obligations and the VAT treatment of your services to Popsa. Popsa may be required to apply the European Union VAT reverse charge mechanism in respect of B2B services, in which case Popsa will issue you with a reverse-charge invoice notification.

S2.5  Consumer rights — European Union Creators

If you are acting as a consumer rather than a business in entering into this Agreement (which may apply to micro-creators with no formal business registration), you may benefit from mandatory European Union consumer protection rights including rights under the Consumer Rights Directive and the Distance Selling rules, including a right of withdrawal from the Agreement within 14 days of entering into it, subject to exceptions for services already commenced.

S2.6  Governing law — European Union

While this Agreement is governed by English law, mandatory European Union and national consumer/trader protection laws in your member state of residence shall apply where they confer rights on you that are more favourable than the terms of this Agreement and cannot be overridden by contract. Disputes with Creators based in the European Union may be subject to the jurisdiction of the courts of your member state of residence in respect of claims arising from mandatory national law.

🇺🇸 Schedule 3 — United States of America Supplemental Terms

These supplemental terms apply to Creators who are resident in the United States or whose primary audience is located in the United States. They supplement the general terms and, in cases of conflict, take precedence over them.

S3.1  FTC Endorsement Guides

All Content must comply with the Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 CFR Part 255, updated 2023) ("FTC Endorsement Guides") and the FTC Act Section 5 prohibition on deceptive advertising. Key requirements:

• Any material connection between you and Popsa — including Commission payments, affiliate commissions, free products, discounts, or any other benefit — must be clearly and conspicuously disclosed in each piece of Content.

• Disclosure must appear where the audience will see it before engaging with the Content. On Instagram, this means above the 'more' button. In video content, it must appear in the video itself (audio and/or visual), not only in the description. In live streams, disclosure must be repeated periodically.

• Acceptable disclosure language includes: 'Ad', 'Sponsored', '#Ad', '#Sponsored', 'Paid partnership with Popsa', 'Popsa gave me this product for free'. Do not use vague terms such as '#sp', '#collab', '#partner', 'thanks to Popsa', or 'ambassador' — these are insufficient under FTC guidance.

• Each individual piece of Content requires its own disclosure — a single disclosure on your profile page or in your bio is not sufficient.

• Platform-provided disclosure tools (e.g. Instagram's 'Paid partnership' label) should be used in addition to (not instead of) your own disclosure.

• You must not make any health, safety, or efficacy claims about Popsa products that are not substantiated by Popsa in writing.

S3.2  FTC Fake Reviews Rule (2024)

The FTC's rule banning fake reviews and fake engagement (effective October 2024) applies to your activities under this Programme. You must not: (a) purchase, use, or promote fake followers, likes, views, or engagement metrics; (b) post AI-generated reviews that are not based on your genuine experience; or (c) encourage or incentivise others to post fake reviews of Popsa products. Violations carry civil penalties of up to $51,744 per incident.

S3.3  State privacy laws

Popsa collects your personal data in connection with the Programme. If you are a California resident, you have rights under the California Consumer Privacy Act (CCPA) as amended by the CPRA, including the right to know, delete, and correct your personal data, and to opt out of the sale or sharing of your personal information. Similar rights apply in Virginia (VCDPA), Colorado (CPA), Connecticut (CTDPA), and other states with comprehensive privacy laws. To exercise your rights, contact privacy@popsa.com.

S3.4  Tax — United States of America

Commission payments to United States Creators are treated as self-employment income for United States federal and state tax purposes. You are solely responsible for paying federal self-employment tax, federal and state income tax, and any applicable state and local taxes on your Commission income. Popsa will issue a Form 1099-NEC to United States Creators who earn $600 or more in a calendar year, and will collect a completed Form W-9 from you before making any Commission payments. You represent and warrant that all information provided on your W-9 is accurate.

S3.5  Independent contractor — United States of America

Your independent contractor status under United States federal and state law is determined by applicable legal tests, not merely by the label used in this Agreement. Popsa does not control the manner or means by which you create Content beyond the requirements of this Agreement. You acknowledge that you are responsible for your own business expenses and equipment. If you are based in California, you acknowledge the potential application of California AB5 to your engagement and represent that you operate as an independent business providing services to multiple clients.

S3.6  Sales tax / affiliate nexus

You acknowledge that your activities as a Popsa affiliate may create sales tax nexus for Popsa in your state of residence under state 'affiliate nexus' or 'click-through nexus' laws. You agree to notify Popsa in writing of your state of residence and any changes to it, and to cooperate with Popsa's reasonable requests in connection with its state sales tax compliance obligations.

S3.7  Dispute resolution — United States Creators

In respect of disputes arising under this Agreement between Popsa and United States-based Creators, the parties agree to first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be resolved within 30 days, it shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association (AAA) Commercial Arbitration Rules, with the seat of arbitration in England and Wales. Each party shall bear its own costs unless the arbitrator determines otherwise. Nothing in this clause prevents either party from seeking emergency injunctive relief from a court of competent jurisdiction.

You may opt out of this arbitration clause by notifying Popsa in writing within 30 days of first accepting this Agreement. If you opt out, disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales, subject to your mandatory statutory rights.

S3.8  Class action waiver — United States of America

To the fullest extent permitted by applicable law, you and Popsa agree that any dispute under this Agreement will be resolved on an individual basis and not as part of any class, collective, or representative action. You waive any right to bring or participate in a class action relating to this Agreement.

📋 Schedule 4 — Disclosure Requirements Quick Reference

This schedule summarises the minimum disclosure requirements by market. These are minimum standards — always check for updates from the relevant regulator in your country. This Schedule is provided for guidance only and does not constitute legal advice.

United Kingdom — Advertising Standards Authority (ASA) / CAP Code

• Label: '#Ad' or 'Ad:' — must appear at the start, not buried in hashtags

• Gifted product: '#Gift' or '#Gifted' — prominently placed

• Use Instagram 'Paid partnership' / TikTok 'Promotional content' toggle IN ADDITION to hashtag

• Stories: disclosure at the start of each story card

• Live: disclose at start and repeat periodically

• Regulator: ASA | Website: asa.org.uk

European Union — UCPD / DSA / AVMSD (all member states)

• Any compensation (money, products, commission, discounts) requires disclosure

• Disclosure must be visible before any 'read more' click — cannot be hidden

• Each post must be individually labelled — profile page disclosure is insufficient

• Use platform DSA commercial content tools + your own label

• France: '#Publicite' or '#Collaboration_commerciale' required | Regulator: ARPP

• Germany: '#Werbung' or '#Anzeige' | Regulator: Wettbewerbszentrale

• Italy: '#advertising' or '#adv' | Regulator: AGCOM

• Spain: '#publicidad' or '#anuncio' | Regulator: CNMC

• Netherlands: '#reclame' or '#samenwerking' | Regulator: ACM

United States of America — FTC Endorsement Guides (2023)

• Label: '#Ad', '#Sponsored', 'Ad:', 'Sponsored:', 'Paid partnership with Popsa'

• Must appear prominently — above 'more' on Instagram, in the video itself on YouTube/TikTok

• Do NOT use: '#sp', '#collab', '#partner', 'thanks to', 'ambassador' — insufficient

• Each piece of content requires its own individual disclosure

• Live streams: repeat disclosure periodically

• Platform labels supplement but do not replace your own disclosure

• Regulator: FTC | Website: ftc.gov

Australia — ACCC / AANA Code of Ethics / AIMCO Code of Practice

• Label: ‘#Ad’, ‘Advert’, ‘Advertising’, ‘Branded Content’, ‘Paid Partnership’, ‘Paid Promotion’

• Must be prominent at the beginning of the post — not buried in hashtags

• Do NOT use: ‘#sp’, ‘Spon’, ‘#gifted’, ‘Affiliate’, ‘Collab’, ‘thanks to’ — insufficient under ACL/AANA

• Use platform-native tools (Instagram ‘Paid partnership’, TikTok ‘Promotional content’) IN ADDITION to hashtag

• Free products (incl. Welcome Product) must be disclosed | Regulators: ACCC, OAIC | Websites: accc.gov.au, aimco.com.au

Canada — Ad Standards Canada (ASC) / Competition Bureau / CASL

• Label: ‘#Ad’, ‘#Sponsored’, ‘#Paid’, ‘Paid partnership with Popsa’ — upfront, not buried

• Discount codes and affiliate links require full disclosure — sharing a code alone is not sufficient

• Quebec: Content directed at Quebec audiences must be available in French; no advertising directed at under-13s

• AI-generated influencers subject to additional requirements under 2025 ASC Guidelines

• Regulators: Ad Standards Canada, Competition Bureau, OIPC | Websites: adstandards.ca, competitionbureau.gc.ca

Mexico — PROFECO Influencer Advertising Guide (2023) / LFPC

• Label (Spanish): #Publicidad, #Anuncio, #Patrocinado, ‘Contenido pagado’, ‘En colaboración con Popsa’

• Bilingual content: include disclosure labels in both Spanish and English

• Disclosure must be clear and prominent — not buried in hashtags at end of caption

• Tax: valid CFDI 4.0 invoice required before Commission payment is processed

• Regulators: PROFECO (advertising), Secretaría Anticorrupción y Buen Gobierno (data), SAT (tax) | Websites: profeco.gob.mx, sat.gob.mx

🇦🇺 Schedule 5 — Australia Supplemental Terms

These supplemental terms apply to Creators who are resident in Australia or whose primary audience is located in Australia. They supplement the general terms and, in cases of conflict, take precedence over them.

S5.1  Australian Consumer Law (ACL)

Your activities as a Creator are subject to the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) as enforced by the Australian Competition and Consumer Commission (ACCC). You must not engage in conduct that is misleading or deceptive, or that is likely to mislead or deceive, in connection with any Content you create under this Programme. The ACCC has made misleading influencer marketing a compliance and enforcement priority and actively conducts social media sweeps. An ACCC sweep in December 2023 found that 81% of Australian influencers reviewed raised concerns under the ACL for potentially misleading advertising, the most common issue being failure to disclose brand relationships.

S5.2  Advertising Disclosure — Australia

You must clearly and prominently disclose your commercial relationship with Popsa in all Content. Key requirements under the ACCC guidance and the AANA Code of Ethics (as applied to influencer marketing) include:

• Any compensation of any kind — including monetary payment, commission, free products (including the Welcome Product), discounts, or any other benefit — triggers mandatory disclosure in each piece of Content.

• Acceptable disclosure labels include: '#Ad', 'Advert', 'Advertising', 'Branded Content', 'Paid Partnership', and 'Paid Promotion'. These must appear prominently at the beginning of captions, videos, and stories.

• Insufficient labels that do not meet ACL or AANA standards include: '#sp', 'Spon', '#gifted', 'Affiliate', 'Collab', 'thanks to Popsa', or simply tagging Popsa’s account. Do not use these as sole disclosure.

• Disclosure must not be buried within a list of hashtags at the end of a caption — it must be prominent and immediately visible.

• You must also use platform-native disclosure tools (e.g. Instagram’s ‘Paid partnership’ label, TikTok’s ‘Promotional content’ toggle) in addition to your own hashtag disclosure.

• Each individual piece of Content requires its own disclosure — a single disclosure on your profile or bio is not sufficient.

Both Popsa and you, as Creator, may be held liable under the ACL for inadequate disclosures. Brands that fail to ensure their affiliated Creators make proper disclosures may face enforcement action by the ACCC.

S5.3  Australian Influencer Marketing Code of Practice (AIMCO)

The Australian Influencer Marketing Council (AIMCO) has published a Code of Practice for the influencer marketing industry. While this Code operates alongside (not in replacement of) the ACL, you are encouraged to familiarise yourself with its requirements, including those relating to transparency, metrics reporting, and consumer protection. Popsa may require you to confirm compliance with the AIMCO Code as a condition of continued participation in the Programme.

S5.4  Privacy Act 1988 (Cth) and Australian Privacy Principles

Popsa processes your personal data in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs). Your rights include the right to access and correct your personal information held by Popsa. To exercise these rights or to make a privacy complaint, contact privacy@popsa.com. If you are not satisfied with Popsa’s handling of your complaint, you may lodge a complaint with the Office of the Australian Information Commissioner (OAIC) at oaic.gov.au.

S5.5  Spam Act 2003 (Cth)

To the extent that you send electronic marketing communications (including emails, SMS, or direct messages containing your Affiliate Code) to your audience in connection with the Programme, you must comply with the Spam Act 2003 (Cth). This requires that: (a) recipients have consented to receive such communications; (b) each communication clearly identifies you as the sender; and (c) each communication includes a functional and prominent unsubscribe mechanism.

S5.6  Tax — Australia

Commission payments made to Australian Creators are treated as assessable income for Australian income tax purposes. If you are registered for or required to register for GST (currently where your turnover from all sources exceeds AUD 75,000), you may be required to charge GST on your services to Popsa. You are solely responsible for your own tax registrations, BAS lodgements, and income tax returns. Popsa will not withhold Australian tax from Commission payments unless required to do so by law. You must provide Popsa with your Australian Business Number (ABN) before any Commission is paid; if you do not, Popsa is required by law to withhold tax at the highest marginal rate under the pay-as-you-go (PAYG) withholding rules.

S5.7  Independent Contractor Status — Australia

You participate in the Programme as an independent contractor. The independent contractor/employee distinction in Australia is assessed by a multi-factor test under common law. Popsa does not direct, control, or supervise the manner in which you create Content beyond the requirements of this Agreement. You are responsible for providing your own equipment and may promote other brands (subject to clause 8). If you have any concerns about your classification, you should seek independent legal or tax advice.

S5.8  Governing law — Australia

While this Agreement is governed by the laws of England and Wales (clause 17), nothing in this Agreement excludes or limits any right or remedy you may have under the Australian Consumer Law that cannot be excluded by contract, including any applicable consumer guarantees. To the extent that Australian mandatory laws confer rights on you that are more favourable than those set out in this Agreement, those laws shall prevail.

🇨🇦 Schedule 6 — Canada Supplemental Term

These supplemental terms apply to Creators who are resident in Canada or whose primary audience is located in Canada. They supplement the general terms and, in cases of conflict, take precedence over them.

S6.1  Competition Act and Deceptive Marketing

Your activities as a Creator are subject to the Competition Act (R.S.C. 1985, c. C-34) as enforced by the Competition Bureau of Canada. The Competition Act prohibits deceptive marketing practices, including misleading advertising and undisclosed commercial relationships. The Competition Bureau has published specific guidance on influencer marketing and the Competition Act, making clear that Creators who fail to disclose material connections may be liable for deceptive marketing. You must not engage in any conduct that creates a false or misleading impression about Popsa's products or your relationship with Popsa.

S6.2  Ad Standards Canada — Influencer Marketing Disclosure Guidelines (2025)

Ad Standards Canada (ASC) is the self-regulatory body for Canada’s advertising industry. Its Influencer Marketing Disclosure Guidelines (most recently updated October 2025) set the industry standard for disclosure in Canada and are consistent with guidance from the Competition Bureau. You must comply with these Guidelines, which require:

• Disclosure whenever you receive any material connection to a brand, including monetary payment, affiliate commission, free products, discounts, event invitations, or any other benefit — whether or not a formal contract exists.

• Disclosures that are upfront (at the beginning of the post, not buried), clear, conspicuous, and broadly understood by the average consumer.

• Use of clear disclosure language such as: '#Ad', '#Sponsored', '#Paid', 'Paid partnership with Popsa', or 'Popsa gifted me this product'. Ambiguous terms such as '#collab', '#partner', '#sp', 'thanks to', or simply tagging Popsa’s account are insufficient.

• Individual disclosure on each piece of Content — a disclosure on your profile or bio page does not satisfy this requirement.

• Where Content is posted in both English and French (or primarily in French for Quebec audiences), disclosure must be made in both languages or in the language of the Content.

• Use of platform-native disclosure tools (e.g. Instagram’s ‘Paid partnership’ label) in addition to your own disclosure, not as a substitute for it.

• Affiliate marketing relationships (including discount code-based programmes) require the same disclosure as paid sponsorships — linking to a brand or sharing a discount code alone does not constitute adequate disclosure of a material connection.

Popsa, as the commissioning brand, may be held jointly responsible under Canadian advertising law if you fail to make required disclosures. You agree to indemnify Popsa for any fines, penalties, or reputational costs arising from your failure to comply with this clause S6.2.

S6.3  Canadian Code of Advertising Standards (CCAS)

All Content must comply with the Canadian Code of Advertising Standards, in particular: Clause 1 (Accuracy and clarity) — Content must not omit information whose omission would make the overall impression misleading; Clause 2 (Disguised advertising) — Content must not conceal that it is advertising; and Clause 7 (Testimonials) — any testimonial or endorsement must be genuine and based on your actual experience with the Popsa product.

S6.4  Quebec — Additional Requirements

If your Content is directed at or likely to reach audiences in the Province of Quebec, additional requirements apply: (a) under the Consumer Protection Act (R.S.Q. c. P-40.1), advertising directed at persons under 13 years of age is prohibited; (b) the Charter of the French Language requires that commercial advertising directed at Quebec consumers be in French, or be accompanied by a French version at least as prominent as any other language version; and (c) the Act respecting the protection of personal information in the private sector (Law 25) applies to the collection and processing of personal data of Quebec residents and imposes requirements including mandatory privacy impact assessments for certain processing activities.

S6.5  PIPEDA and Provincial Privacy Laws

Popsa collects and processes your personal data in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy legislation (including British Columbia’s PIPA, Alberta’s PIPA, and Quebec’s Law 25). Your rights include the right to access and correct your personal information. To exercise these rights or make a privacy complaint, contact privacy@popsa.com. If you are dissatisfied with Popsa’s response, you may contact the Office of the Privacy Commissioner of Canada at priv.gc.ca.

S6.6  Canada’s Anti-Spam Legislation (CASL)

To the extent that you send commercial electronic messages (CEMs) to your audience in Canada in connection with the Programme — including emails, SMS, or direct messages containing your Affiliate Code — you must comply with Canada’s Anti-Spam Legislation (S.C. 2010, c. 23) (CASL). CASL requires that: (a) recipients have given express or implied consent to receive CEMs; (b) each CEM clearly identifies you and Popsa (where Popsa has authorised the message) as the senders; and (c) each CEM includes a functional unsubscribe mechanism that is processed within 10 business days. Sharing your Affiliate Code in unsolicited bulk messages or group broadcasts may constitute a violation of CASL.

S6.7  Tax — Canada

Commission payments to Canadian Creators are treated as self-employment income for Canadian federal and provincial income tax purposes. You are responsible for filing your own income tax returns and remitting any applicable federal and provincial income tax. If your worldwide taxable supplies exceed CAD 30,000 in a calendar quarter or over four consecutive calendar quarters, you may be required to register for and charge GST/HST on your services to Popsa. Quebec Creators may also have QST obligations. You are solely responsible for your GST/HST, QST, and income tax compliance. Popsa will not withhold Canadian taxes from Commission payments unless required to do so by law.

S6.8  Independent Contractor Status — Canada

You participate in the Programme as an independent contractor. The characterisation of your engagement as an independent contractor rather than employment will be assessed under applicable Canadian federal and provincial law, which applies a multi-factor economic reality test. Nothing in this Agreement creates an employment, worker, or agency relationship. You are responsible for your own Canada Pension Plan (CPP) contributions and Employment Insurance (EI) premiums as applicable to self-employed individuals. If you have any concerns about your classification, you should seek independent legal or tax advice.

S6.9  Governing law — Canada

While this Agreement is governed by the laws of England and Wales (clause 17), nothing in this Agreement excludes any mandatory right or remedy available to you under applicable Canadian federal or provincial law. To the extent that applicable mandatory Canadian laws confer rights on you that are more favourable than those in this Agreement and cannot be waived by contract, those laws shall prevail.

🇲🇽 Schedule 7 — Mexico Supplemental Terms

These supplemental terms apply to Creators who are resident in Mexico or whose primary audience is located in Mexico. They supplement the general terms and, in cases of conflict, take precedence over them. Given the evolving nature of Mexico’s regulatory framework, Popsa strongly recommends that Mexican Creators seek independent legal advice on their obligations.

S7.1  Federal Consumer Protection Law (Ley Federal de Protección al Consumidor — LFPC)

Your activities as a Creator are subject to the Federal Consumer Protection Law (LFPC) as enforced by the Procuraduría Federal de Protección al Consumidor (PROFECO). The LFPC requires that all advertising disseminated to Mexican consumers be truthful, verifiable, and free of content that is misleading or likely to cause confusion. PROFECO has authority to impose fines, order corrective advertising, and suspend non-compliant campaigns. The LFPC applies to all consumer-facing content you create under this Programme, regardless of the platform or channel on which it is published.

S7.2  PROFECO Influencer Advertising Guide (2023)

On 21 August 2023, PROFECO published its Guía de Publicidad para Influencers (Influencers Advertising Guide), which establishes a voluntary framework of best practices for content creators operating in Mexico. While the Guide is non-binding in itself, it reflects PROFECO’s interpretation of the LFPC obligations that do carry legal force. Popsa requires you to comply with the standards set out in the Guide as a condition of your participation in the Programme. Key requirements include:

• Transparency and truthfulness: all Content must be honest, verifiable, and based on your genuine personal experience with the Popsa product. You must not post Content that could mislead or confuse your audience.

• Disclosure of commercial relationships: you must transparently and visibly disclose your commercial relationship with Popsa in all Content. The Guide requires disclosure to be clear and prominent — placing a disclosure hashtag at the end of a long list of other hashtags does not meet this standard.

• Acceptable disclosure labels in Spanish include: #Publicidad, #Anuncio, #Patrocinado, ‘Contenido pagado’, ‘En colaboración con Popsa’. In bilingual or English-language content directed at Mexican audiences, you should include both English and Spanish disclosure labels.

• You must not make claims about Popsa products that go beyond your genuine experience or that you cannot personally verify.

• Unlike the FTC framework, the PROFECO Guide does not explicitly use the concept of ‘material connection’ — the disclosure obligation arises from the general principle of transparency under the LFPC regardless of the nature of the benefit received.

Note: Mexico does not currently have legislation enacted exclusively to regulate influencer marketing, and regulatory enforcement against individual Creators has to date been limited. However, PROFECO has indicated its intention to increase monitoring of digital advertising practices, and brands engaging Creators have been subject to scrutiny. Popsa, as the commissioning brand, may be held liable for inadequate disclosures made by Creators it has engaged.

S7.3  Personal Data Protection — LFPDPPP (2025)

Mexico’s personal data framework for the private sector is governed by the Federal Law on the Protection of Personal Data Held by Private Parties (Ley Federal de Protección de Datos Personales en Posesión de los Particulares — LFPDPPP), as substantially reformed in March 2025. Key changes under the 2025 reform include the dissolution of the National Institute of Transparency (INAI) and the transfer of its enforcement functions to the Secretaría Anticorrupción y Buen Gobierno (Ministry of Anti-Corruption and Good Governance). The substantive obligations of the law remain unchanged.

Popsa processes your personal data as a data controller in connection with the Programme. Your rights under the LFPDPPP include ARCO rights: the right to Access, Rectification, Cancellation, and Opposition (Acceso, Rectificación, Cancelación y Oposición) in respect of your personal information. To exercise these rights, contact privacy@popsa.com. Popsa’s Privacy Notice is available at popsa.com/privacy.

In creating your Content, you must not collect, store, or process the personal data of any Mexican consumer or follower without a lawful basis and without providing them with a compliant privacy notice as required by the LFPDPPP. Administrative fines for breach of the LFPDPPP can range from approximately USD$470 to USD$4,138,000 for violations involving sensitive personal data.

S7.4  PROFECO Consumer Registry (REPEP)

Under the LFPC, consumers in Mexico may register with PROFECO’s Public Consumer Registry (Registro Público de Consumidores — REPEP) to opt out of receiving unsolicited commercial communications. To the extent that you send direct messages, emails, or SMS to your followers containing your Affiliate Code or promotional content, you must not contact individuals registered on REPEP. You are responsible for checking compliance with REPEP requirements in respect of any direct communications you send.

S7.5  Tax — Mexico

Commission payments to Mexican-resident Creators are treated as income from professional services (actividades empresariales y profesionales) subject to Impuesto Sobre la Renta (ISR — income tax) and, where applicable, Impuesto al Valor Agregado (IVA — value added tax) under Mexican law. The standard ISR rate for individuals is progressive up to 35%; the standard IVA rate is 16%. You are solely responsible for your own Mexican tax compliance, including:

• registering with the SAT (Servicio de Administración Tributaria) and maintaining an active RFC (Registro Federal de Contribuyentes);

• issuing a valid CFDI (Comprobante Fiscal Digital por Internet) — version 4.0 — to Popsa Inc for each Commission payment, as required under Mexican tax law. Commission payments will not be processed without a valid CFDI; and

• filing your monthly and annual ISR and IVA declarations with the SAT.

CFDI Withholding: Where Popsa Inc is required by Mexican law to withhold ISR or IVA from payments to Mexican-resident individuals providing professional services, Popsa will issue a CFDI de Retenciones e Información de Pagos (withholding CFDI) and deduct the applicable withholding tax from your Commission payment. Popsa Inc will notify you of any applicable withholding in your payment statement. You should factor this into your tax planning and confirm your obligations with a Mexican tax adviser.

Cross-border payments: Commission payments from Popsa Inc (a United States-incorporated entity) to Mexican-resident Creators are cross-border payments subject to SAT oversight. The United Kingdom–Mexico and United States of America–Mexico double taxation treaties may affect the applicable withholding rates. You are responsible for determining whether any treaty relief applies to your circumstances.

S7.6  Content Language

While Mexico does not impose a statutory obligation equivalent to Quebec’s French language requirement, Content directed primarily at Mexican audiences should be posted in Spanish, or include a Spanish version, to maximise compliance with PROFECO’s transparency guidance and to ensure that disclosure labels are understood by your audience. Where Content is posted in English, disclosure labels should be provided in both English and Spanish.

S7.7  Independent Contractor Status — Mexico

You participate in the Programme as an independent contractor providing professional services (servicios profesionales independientes). This Agreement does not create an employment relationship (relación laboral) under the Federal Labour Law (Ley Federal del Trabajo). You are solely responsible for your social security contributions (IMSS), and Popsa has no obligation to make employer contributions on your behalf. If you have any concerns about the characterisation of your engagement, you should seek independent legal or tax advice in Mexico.

S7.8  Governing Law — Mexico

While this Agreement is governed by the laws of England and Wales (clause 17), nothing in this Agreement excludes or limits any mandatory right or protection available to you under Mexican federal law that cannot be waived by contract, including rights under the LFPC and the LFPDPPP. To the extent that mandatory Mexican consumer or data protection law confers rights on you that are more favourable than those set out in this Agreement, those laws shall prevail.