THIS AGREEMENT (the “Agreement”) provides the terms and conditions of the relationship between: NEREA MILANO LLC, limited liability company of the State of Florida, located at 1000 Brickell Avenue, Suite 715, PMB 5241, Miami, FL 33131 (the “Company,” “we,” “us,” or “our”) and You the Influencer/Affiliate (“Influencer”, “Affiliate”, “you” or “your”)

in order to participate in the Nerea Milano Affiliate Program (the “Program”) to refer traffic to the Company’s website:

https://nereamilano.com (the “Site”).

WHEREAS, the Company has created a Program that enables Affiliates to refer internet traffic to the Site from the social media network, website(s) or advertising networks of others in exchange for agreed consideration; and

WHEREAS, you are the sole owner of your Instagram profile/Facebook page/TikTok channel (collectively, the “Affiliate Site”); on the correspondent Social Media platform(s),  and

THEREFORE, in consideration of the mutual promises herein, the Parties agrees as follows:

1 – DEFINITIONS.

Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:

(a) “Completed Transaction” means the goods or services of the Company ordered by a Customer have been delivered, the return period has expired, and thirty (30) days has elapsed since the goods or services were paid for in full.

(b) “Customer” means any person or party who purchases goods or services on the Site after connecting to the Site from the Affiliate Site.

(c) “Links” means the banner, buttons, coding or other manner in which a Customer is referred by one site to the Site for the purpose of promoting the sale of goods or services on the Site. The Links are prepared so as to track Customers who are directed from the Affiliate Site to the Site and make a purchase which results in a Completed Transaction.

(d) “Net Sale Price” means the total received in US Dollars (after conversion from non-US currency to US Dollars, if necessary) from the Customer less (i) any tax collected by the Company for or on behalf of any governmental or taxing authority (such as a sales tax), (ii) shipping and handling charges, (iii) restocking fees, (iv) credit card or other charges by attributable to the payment method used by the Customer, (v) currency conversion fees, or (vi) discounts, coupons, credit or allowances granted by the Company in its sole and absolute discretion.

2 – AFFILIATE SITE(s) AND CONTENT.

You have sole and exclusive responsibility and liability for the development, operation, maintenance of all materials and content that appear on the Affiliate Site.

In consideration of the Fees, you agree to place one or more of the Links (and discount coupons) on posts, stories, videos, reels on your Instagram profile/Facebook page/TikTok channel (“Affiliate Site”) in accordance with the terms and conditions of this Agreement.

Furthermore, you agree to post each month a minimum of: 1 skincare routine reel, 2 posts and 3 stories on the Affiliate Site.

The Content must be original, factual, compliant with the terms and conditions of the social media platforms used, compliant with all applicable FTC guidelines, and must contain the Affiliate Link We will provide you with.

You should not post or share any work that you do not own; that you do not have a proper license to use or you have not been authorized by NEREA MILANO, LLC to use. You should get permission from any third parties featured in photos and other content that You post – for example, a signed release, waiver, or another form of written permission from those third parties – even if You took the photo yourself, know the individuals involved and/or obtained verbal consent. If You are unsure about the material you are posting, particularly in instances where it includes a third-party’s trademark/logo (e.g. a Coca Cola can or Prada bag), or music, film or television clips, or a celebrity’s name, photo or image, You should check with the Company before using the work. A good rule of thumb is if you’re in doubt, do not post it.

We reserve the right to monitor the Affiliate Site to determine if you are in compliance with this Agreement.

The Company is not responsible to pay any Fees in the event you do not use the Links provided to you by the Company without modification OR you do not properly install those Links, meaning the traffic will not be properly tracked to reflect that a Customer came from the Affiliate Site.

3 – COMPENSATION FOR YOUR REFERRED TRAFFIC.

Subject to your proper installation and use of the Links, you will be compensated with:

A commission of 8% (the “Fee”) of the Net Sale Price from Completed Transactions.

The Fee will be offset with respect to each Completed Transaction for which (a) the Company issues discounts, credits or allowances, or (b) there is a chargeback issued against the Company for any payment previously credited to the Company (Return).

In addition to the Fee, We will compensate you with an additional Bonus of $200.00 when specific sales milestones are reached. The milestones are set every 50 unique Customers directed from the Affiliate Site to the Site and who make purchases which result in a Completed Transactions.

In addition to the Fee and the Bonus, you will be gifted with a certain amount of the Company’s products, at the sole discretion of the Company, that you will use to produce the content to publish on your Affiliate Site. You will also be gifted with a 20% discount coupon code to provide your followers with in order to motivate them to buy Our products following your Affiliate Link.

The Fee and the Bonus, relative to Completed Transactions, shall be payable to you on or before the last day of the following month, after the Return period.

4 – FULFILLMENT AND CUSTOMER INFORMATION.

The Company is solely responsible for processing and fulfillment of all orders of goods and services on the Site, which shall be governed by the terms and conditions established by the Company in its sole and absolute discretion. All information about such orders and the Customers are the sole and exclusive property of the Company.

Additionally, you agree that the Company may collect and process certain information about you.

5 – LIMITED LICENSE RIGHTS.

You agree to place one or more of the Links on the Affiliate Site. Links may contain logos, trademarks, service marks (collectively, “Marks”). Pursuant to this Agreement, NEREA MILANO, LLC grants you a limited, non-exclusive, non-transferable and revocable license to display the Links on the Affiliate Site, and nowhere else, subject to the terms and conditions of this Agreement. You may not use the Links or the Marks for any other purpose absent the express written consent of the Company. You may not change, add to or delete from the Links or Marks. You may not use the Marks independently of the Links for any purpose without the Company’s express written consent; and you may not use or present the Links in any manner that suggests the endorsement of or by any other goods, services, persons or entities without the express written consent of the Company. In addition, you agree to not (a) acquire or attempt to acquire, register or attempt to register, make a claim to or in any way use domain names, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; or (b) not to use the Marks in a way that suggests that the source of the Affiliate Site is the Company.

All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall inure solely to the benefit of NEREA MILANO, LLC.

Upon suspension of this Agreement, the rights granted herein may, in the Company’s sole discretion, be suspended. Upon termination of this Agreement, the rights granted in this section shall automatically terminate.

6 – COPYRIGHT.

The Content created by the Affiliate/Influencer, for the purposes of fulfilling this Contract, shall be the intellectual property of the Company. NEREA MILANO, LLC has the right to reuse any content created during this campaign on Our website, social pages (organically and in paid promotion), emails and email marketing material.

7 – REPRESENTATIONS AND WARRANTIES.

You represent and warrant that:

(a) You are legally capable and authorized to enter into this Agreement; and, if you represent an entity, all actions necessary to authorize you to enter into this Agreement have been taken.

(b) You are the sole owner and operator of the Affiliate Site.

(c) The Affiliate Site does not and shall not:

(i) contain material subject to 18 USC §2257 (but if it does, you will notify us not less than thirty (30) days in advance of such inclusion and you will comply in all respects therewith);

(ii) not use the Company’s name or the Marks in any form of unsolicited communication, including unsolicited email (spam).

8 – LIMITATION OF LIABILITY.

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.

IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY THE COMPANY. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.

For purposes of this section, any reference to NEREA MILANO, LLC shall include the Company’s affiliates, officers, employees, principals, agents and contractors.

9 – TERM AND TERMINATION.

This Agreement shall commence upon the last signing by a Party for a minimum term of ninety days. This Agreement may be terminated by either Party upon written notice to the other. If We terminate this Agreement due to breach by you, no further Fees shall be paid to you and we may seek such other relief, equitable and legal, as may be available. If you terminate, the Fees due and owing to you shall be paid as provided herein. Regardless who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from the Affiliate Site.

Your affiliate application and status in the Program may be suspended or terminated for any of the following reasons:

• Inappropriate advertisements (false claims, misleading hyperlinks, etc.).
• Spamming (mass email, mass newsgroup posting, etc.).
• Advertising on sites containing or promoting illegal activities.
• Failure to disclose the affiliate relationship for any promotion that qualifies as an endorsement under existing Federal Trade Commission guidelines and regulations, or any applicable state laws.
• Violation of intellectual property rights. Nerea Milano reserves the right to require license agreements from those who employ trademarks of the Company in order to protect our intellectual property rights.
• Offering rebates, coupons, or other form of promised kick-backs from your affiliate commission as an incentive. Adding bonuses or bundling other products with NEREA MILANO, LLC, however, is acceptable.
• Self referrals, fraudulent transactions, suspected Affiliate fraud.
• In addition to the foregoing, the Company reserves the right to terminate any Affiliate account at any time, for any violations of this Agreement or no reason.

10 – COUPON AND DEAL SITES.

The Company occasionally offers coupon to select affiliates and to our newsletter subscribers. If you’re not pre-approved / assigned a branded coupon, then you’re not allowed to promote the coupon. Below are the terms that apply for any affiliate who is considering the promotion of our products in relation to a deal or coupon:

• Affiliates may not use misleading text on affiliate links, buttons or images to imply that anything besides currently authorized deals to the specific affiliate.
• Affiliates may not bid on Nerea Milano Coupons, Nerea Milano Discounts or other phrases implying coupons are available.
• Affiliates may not generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal. Your link must send the visitor to the merchant site.
• User must be able to see coupon/deal/savings information and details before an affiliate cookie is set (i.e. “click here to see coupons and open a window to merchant site” is NOT allowed).
• Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the merchant site or sets a cookie. Affiliates with such text on the merchant landing page will be removed from the program immediately.

PPC bidding (Pay-Per-Click) is NOT allowed without prior written permission.

11 – RELATIONSHIP.

(a) You are an independent contractor with respect to the Company. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and the Company. You shall not, in any manner or respect, represent, suggest or convey the impression that you are an employee or agent of the Company, or that the Company has endorsed you and/or the Affiliate site or that you represent the Company in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.

(b) As an independent contractor, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and (iii) for ensuring that you comply with any Licensing Authority’s rules or practices.

12 – CONFIDENTIALITY.

You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of NEREA MILANO, LLC, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company’s prior written consent. You shall not disclose any Confidential Information to any person, entity, third party, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company’s prior written consent. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your affiliates, employees, contractors and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.

You promise to inform NEREA MILANO, LLC immediately if you become aware of unauthorized disclosure or use of any potential confidential or proprietary information.

Failure of any of the above may result in the termination of this Contract and legal action against the Influencer.

13 – WAIVER.

You expressly and unconditionally waive any and all claims against NEREA MILANO, LLC, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:

(a) the Site is partially or totally inoperative or inaccessible;

(b) there are bugs, errors or inaccuracies in the Site;

(c) a suspension, termination or other action was taken with respect to your account by the Company even if such suspension, termination or other action resulted in a loss of profits to you;

(d) any claim relating to a change in this Agreement by the Company;

(e) withholdings, deductions or offset in connection with payment of Fees due to applicable tax or currency control restrictions.

You agree that any dispute that may rise with the Company will be held privately and with full confidentiality. On or after the termination of this Agreement. You agree that you will abide to the Company’s decisions regarding any matters and disputes that may arise during the validity of this Agreement, and waive any right to litigate those decisions. You agree that in any other case Mediation will be the last resort method to resolve an otherwise unresolvable dispute.

You agree that any dispute you raise shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action, or be a member in a class or collective proceeding. The Company may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.

14 – INDEMNIFICATION.

The Company and its affiliates, owners, principals, officers, employees and agents shall be referred to, collectively, as “the Company Indemnitees.”

You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to the Company Indemnitees) and hold the Company Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from:

(a) any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;

(b) any non-fulfillment of any agreement by you under this Agreement;

(c) any suit, action, proceeding, claim or investigation against the Company Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business;

(d) failure to comply with the terms of this Agreement by you or your employees and agents;

(e) failure to comply with applicable law by you or your employees and agents;

(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees and agents;

(g) failure to pay appropriate taxes for yourself or your employees and agents (including withholding taxes, if any); or

(h) the Affiliate Site contains or promotes materials that infringe or violate the copyright or other intellectual property rights of any third-parties.

15 – FORCE MAJEURE.

The Company shall not be responsible or liable for any delay or failure to fulfill any provision of this Agreement if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of the Company.

16 – SEVERABILITY.

If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

17 – ENTIRE AGREEMENT.

This Agreement sets forth the entire agreement and understanding between you and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.

18 – ELECTRONIC SIGNATURES EFFECTIVE.

The Agreement is an electronic contract that sets out the legally binding terms of your participation in the Nerea Milano affiliate program. You indicate your acceptance of this Agreement and all of the terms and conditions contained or referenced in this Agreement by completing the Nerea Milano application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.