Terms & Conditions of Service – Regenesis Affiliates

Article 1 – Object of the Contract

1. The purpose of this agreement (hereinafter “Agreement”) is for the collaboration between the Company and the Affiliate for the promotion and dissemination of the Products on online channels (social networks, blogs, personal websites, etc.) and/or at any live events where required.
   
2. The Affiliate agrees to create and publish original content (posts, stories, videos, reels, etc.) having to do with the Products, in the manner indicated in Article 2, with the aim of increasing the visibility and sales of the Products.

Article 2 – Affiliate’s Obligations.

1. Guidelines: The Affiliate agrees to abide by the guidelines provided by the Company regarding:
   
   • Communicative style, textual and visual content;
     
   • Any disclaimers (e.g., “#adv,” “#sponsored,” or similar), if required by regulations or social media policies;
     
   • Brand Policies and Coordinated Image of the Company. It is requested that each and every piece of DIVULGED content BE PREVIOUSLY APPROVED THROUGH THE APPROPRIATE COMMUNICATION CHANNEL THAT WILL BE GIVEN TO THE INFLUENCER
     
2. Professional Diligence: The Affiliate agrees not to publish content that may be offensive, defamatory, or in any way harmful to the image of the Company or third parties.
   
3. Confidentiality: The Franchisee agrees not to disclose confidential information, trade secrets or know-how owned by the Company of which it becomes aware during the collaboration, as further specified in Article 5.
   

Article 3 – Compensation and Method of Payment

1. Commissions on sales: Affiliate accrues a variable percentage fee on Product sales generated through its discount code or affiliate link. The starting percentage is set at 10% and may increase up to 20%, according to the following table (by way of example only):
   

• Monthly turnover generated up to €9,000 = 10%.
• Monthly turnover generated between €9,001 and €90,000 = 12%.
• Monthly turnover generated between €90,001 and €450,000 = 15%.
• Monthly turnover generated by €450,001 = 20%.

1. Counting mode: The Affiliate will have his or her own personal online dashboard where he or she can monitor promotion activity and earnings generated in real time.
2. Method of payment: Payment of the variable compensation will be made by the 10th day of the month following from the receipt of the relevant invoice issued by the Affiliate.
   

Article 4 – Image and Content Use Rights.

1. The Affiliate expressly authorizes the Company to use its image, name and content produced during the execution of the Contract, for promotional and commercial purposes, on the Company’s institutional channels (website, social networks, printed or digital advertising materials).
   
2. The Affiliate warrants that the published content and materials provided to the Company will be original and will not violate third party rights (copyrights, trademarks, patents, etc.). In case of infringement, the Affiliate assumes all responsibility by indemnifying and holding the Company harmless from any prejudicial consequences.
   

Article 5 – Confidentiality

1. The Affiliate agrees to keep strictly confidential and not to disclose or use for any purpose other than the performance of the Agreement any confidential information relating to the Company, the Product or other business and marketing activities of which it becomes aware.
   
2. The obligation of confidentiality remains even after the termination of this Contract.
   

Article 6 – Duration and Renewal

1. This Contract shall have a term of Three (3) months starting from the date of
   signing or a different date agreed upon by the Parties.
   
2. Upon expiration, the Contract will automatically renew for an additional 3 (THREE) months, unless terminated by either Party by registered letter with return receipt or PEC at least 30 days before the expiration date.

Article 7 – Penalties

1. Defamation or damage to corporate image: If the Affiliate publishes content detrimental to the Company’s image or engages in actions harmful to the Company (including defamation, offensive language, violation of social network policies, etc.), it shall pay as a penalty a sum of 75.000€ without prejudice to the Company’s right to claim compensation for greater damages
   
   
2. Breach of confidentiality obligations: In the event of a breach of the obligations set forth in Article 5, the Affiliate shall be liable to pay the Company a penalty of 25.000€ in addition to compensation for any additional damages suffered by the Company.

Article 8 – Termination of the Contract and Compensation

1. Termination for non-performance: In case of serious breach of obligations under this Contract (particularly, but not limited to, failure to publish agreed content, breach of confidentiality obligation, violation of the Company’s rights), the non-breaching Party may terminate the Contract with immediate effect upon written notice to the other Party.
   
2. Damages Compensation: In the event of termination due to the Affiliate’s default, the Affiliate shall be liable to pay compensation for all damages suffered by the Company, including damage to its image, and to repay any sums unduly received.
   
3. Additional Penalties.: The penalties referred to in Article 7 shall be deemed to be cumulated with damages, where applicable.
   

Article 9 – Applicable Law and Jurisdiction

1. This Contract is governed by Italian law.
   
2. For any dispute arising out of or in connection with this Contract, the Court of Parma shall have exclusive jurisdiction.
   

Article 10 – Final Clauses

1. Communications: Any communication pertaining to this Contract shall be sent in writing by e-mail PEC or registered mail A/R to the addresses indicated in the epigraph.
2. Personal Data Processing.: The Parties undertake to comply with current legislation on the processing of personal data (GDPR and applicable Italian legislation).
   
3. Partial Invalidity: Any invalidity of one or more provisions of this Contract will not result in the invalidity of the entire Contract, which will remain valid for the remaining provisions.
   
4. Amendments: Any amendment to this Contract shall be made in writing and signed by both Parties.

Integrity: This Agreement, with its annexes, represents the entire agreement between the Parties on the subject matter and supersedes any prior written or oral understanding between the Parties.