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VITASTRONG AMBASSADOR PROGRAM TERMS AND CONDITIONS

INFLUENCER MARKETING CONTRACT

1. OBJECT AND DEFINITIONS

1.1. These general terms and conditions (the "General Conditions" or "GC") are agreed upon between Globax Nutrition S.r.l., headquartered in Serravalle (RSM) at Via IV Giugno No. 81, registered under No. 8344 in the Companies Register of San Marino, Tax Code: SM28629, represented by the Sole Administrator Mr. Manuel Ieraci ("Globax"), and the "Influencer".

1.2 This contract is deemed accepted at the application stage by the Influencer and is subject to the suspensive condition of approval by Globax. Upon acceptance of the application by Globax, this contract will take effect. In such cases, once the application is accepted, a copy of this contract will be sent to the email address provided by the Influencer. These General Conditions may be updated at any time by Globax. Any changes will be communicated to the Influencer via email to the address provided during registration, including the updated terms. Continued use of the services by the Influencer after the notification of changes will constitute implicit acceptance of the updated conditions.

1.3. The GC, together with the related attachments, contain the terms and conditions governing the collaboration between Globax and the Influencer, aimed at the execution by the Influencer, as instructed and following the brief received from Globax, of influencer marketing activities (the "Service") based on performance, such as, for example, creating new, creative, and original content (the "Content") to be used by Globax within advertising campaigns promoting products and/or services of Globax's clients (the "Clients") for the project ("Project") communicated to the Influencer by Globax from time to time.

The GC shall remain valid for the duration of the Project and/or the scheduling of Content as detailed in the Communications referred to in the following article.

1.4. The GC nullify any previous provisions between the Parties not expressly mentioned or attached and may be amended, by agreement between the Parties, exclusively in writing.

2. INFLUENCER’S OBLIGATIONS

2.1. The Influencer agrees to:

  • (a) Publish the Content, which must always be pre-approved by Globax unless otherwise agreed in writing, through their website and/or blog and/or social media profiles and/or any other means identified by the Parties or in the Communication (the "Influencer’s Channels") according to the methods and timing defined between the Parties.
  • (a1) Use only the social media profiles indicated during registration for the promotion of products and publication of Content. The Influencer is bound to use only the profiles approved during the registration phase, as their approval was based on the content and characteristics of those profiles.
  • (b) Use the discount code and/or the tracking link provided by Globax to enable Globax to track the Services.
  • (c) Never delete Content from the Influencer’s Channels, either upon termination of the GC for any reason or after the Project’s conclusion, indemnifying and holding Globax harmless from any damages, charges, expenses, costs, or claims resulting from Content deletion in violation of this article.
  • (d) Comply with instructions for any events the Influencer may attend, provided by Globax.
  • (e) Delete Content upon Globax's request, ensuring deletion occurs no later than 1 (one) hour from receipt of the deletion request.
  • (f) During the Minimum Guaranteed Period, grant exclusivity to Globax for campaigns, refraining from working on behalf of Globax's competitors. The Influencer also commits to notifying Globax via email at [email protected] with all necessary details, including the name, surname, phone number, email, and content of whoever contacted them for campaigns from Globax’s competitors.

Globax and its Clients may provide the Influencer with products or materials ("Products") containing elements protected by intellectual and industrial property rights owned by the Clients ("Distinctive Signs"). Regarding the Products and Distinctive Signs, the Influencer agrees to:

  • (i) Not dispute their validity and/or ownership in any way.
  • (ii) Not engage in any act that could damage or otherwise harm the image and/or value and/or reputation of the Products, Distinctive Signs, or, generally, Globax.

2.2. The Influencer grants Globax, under the terms and conditions specified herein, and as a necessary condition for participation in the Project, the right to use their image, voice, and name (the "Image") for the Project, particularly:

  • (i) Authorizing Globax to use the Image concerning the Content and the marketing Project.
  • (ii) Declaring and agreeing that Globax may use the Image, in whole or in part, for promotional or advertising purposes.
  • (iii) Declaring that the compensation received under the GC also includes this release for the Image.
  • (iv) Committing to indemnify and hold Globax harmless from any claims arising from the use of the Content following the GC and this release for the Image.

2.3. The Influencer acknowledges and agrees that their data, insights related to the Content, and marketing Project results derived from, for example, the distribution of discount codes or tracking links, may be shared by Globax with its partners. The Influencer also acknowledges that the comprehensive payment includes this data sharing.

2.4. The Influencer declares and guarantees not to have significant issues, such as religious or political conflicts or pending criminal proceedings, during the Project's duration or upon signing the GC. If prejudices and/or losses arise, Globax reserves the right to terminate the GC through simple communication and recover the compensation, reserving the right to claim further damages.

3. RIGHTS TO CONTENT

3.1. For the purposes of the GC, "Intellectual Property Rights" means all intellectual and industrial property rights, including, for example, trademarks, designs, and domain names, expressly excluding moral copyright, where existing, and technical and commercial know-how.

3.2. The Influencer agrees to transfer all Intellectual Property Rights to the Content and all their parts and components, in any form, including the possibility to rework them into derivative works, for any purpose, including promotional or advertising purposes, sponsorship, and amplification of the Content through any means, including programmatic campaigns, for any purpose. This transfer is included in the compensation referred to in the GC and has a minimum duration of 2 months.

3.3. The Influencer accepts that Globax and its Clients shall not be required to delete the Content and all associated materials published/sponsored during the Project, even after the Project's conclusion and GC termination.

3.4. Notwithstanding the above, Globax may use the Content and all materials produced during the Project in any way, including integrating the Content into its portfolio, website, and other platforms, and using it for promotional purposes linked to Globax's activities.

3.5. The Influencer acknowledges that the comprehensive payment referred to in Article 5 also includes compensation for any modifications, integrations, or rework requested by Globax and/or its Clients in relation to the Content.

4. INFLUENCER’S WARRANTIES

4.1. The Influencer declares and guarantees to Globax:

  • (i) That they are not bound by any exclusivity contracts with third parties and are therefore free to sign the GC and participate in the marketing Project and/or Communications.
  • (ii) That the rights, including the Intellectual Property Rights transferred under the GC, are free from any encumbrance or claims by third parties of any kind or nature.
  • (iii) That the Content does not contain any elements that may violate or infringe third-party rights or any regulations, including those on personal data protection and commercial communication, including self-regulatory standards; further, that they will include in the Content and the Project all necessary elements or measures to inform consumers/users of the advertising/promotional purposes of the Content (e.g., hashtags such as #sponsored, #ad, or #suppliedby or other suitable measures to inform consumers/users of the advertising/promotional purposes).
  • (iv) That they will comply with the general conditions and/or regulations and/or policies of all third-party applications or services used for the Project, including, for example, social networks where the Content will be published, and will use them in accordance with their terms.
  • (v) To assume full responsibility, including compensatory liability, for any untruthfulness and/or incompleteness of statements and/or non-compliance with commitments under this article and the GC and, more generally, for failure to comply with the GC’s provisions, indemnifying and holding Globax and/or the Clients harmless from any claims by third parties and/or any Authorities directly or indirectly connected to the Services provided, including, for example, third-party Intellectual Property Rights violations.

5. COMPENSATION AND PAYMENTS

5.1. Globax grants the Influencer a 20% commission on the total sales generated through the discount code promoted by the Influencer among their contacts. This compensation will only apply to the value of actual sales made using the discount code directly proposed by the Influencer. The discount code is tracked and personalized for the Influencer. The compensation will be paid monthly in accordance with current tax regulations.

5.2. The base 20% commission may be subject to adjustments, either increases or decreases, during specific promotional periods. Any changes to the commission will be promptly communicated to the Influencer in advance through the dedicated influencer channels.

5.3. Globax will only pay the compensation upon timely receipt of appropriate fiscal documentation issued by the Influencer, including the order number provided by Globax. Regarding such documentation, the Influencer declares and guarantees their eligibility for the tax regime indicated in the issued accounting document as per the GC and agrees to indemnify and hold Globax harmless from any damages and/or penalties arising from such indication.

6. NON-COMPETE AGREEMENT

6.1. The Influencer agrees, for a minimum period equivalent to the Project duration and at least 5 (five) months following its conclusion, to:

  • (i) Not use or assign and/or license to third parties, within Italy, the Republic of San Marino, and Europe, Intellectual Property Rights on content identical and/or similar to the Content before the conclusion of the aforementioned period.
  • (ii) Refrain from promoting, through any form of advertising, products and/or trademarks identical and/or similar to the Products on the Influencer's Channels or any other medium, and not represent direct competitors of Globax whose products are identical and/or similar to the Products and/or Distinctive Signs.
  • (iii) Not enter into any form of agreement, collaboration, or relationship with Globax's competitors.

6.2. The Influencer acknowledges and agrees that the compensation referred to in Article 5 also includes remuneration for obligations under this article.

7. EXPRESS TERMINATION CLAUSE

7.1. The Influencer expressly acknowledges and agrees that non-compliance with the provisions in Articles 2, 3, 4, 6, and 9 will result in the automatic termination of the GC. In such cases, Globax reserves the right not to pay the agreed compensation and to fully recover any amounts already paid, without prejudice to claims for further damages.

8. PERSONAL DATA PROCESSING

8.1. Both Parties undertake to comply with the privacy and data protection regulations set forth in Regulation (EU) 2016/679 of April 27, 2016 (the "GDPR") and Legislative Decree 196/2003, as amended by Legislative Decree 101/2018 (the "Code", collectively with the GDPR, the "Privacy Regulations"), as well as the applicable data protection laws of the Republic of San Marino.

8.2. Under the Privacy Regulations, the Parties agree that all personal data provided directly by the Parties and connected to the GC will be processed, both automatically and manually, exclusively for administrative and managerial purposes related to fulfilling contractual and legal obligations. Providing such data is necessary for fulfilling these purposes, and failure to do so may result in an inability to fully or partially achieve them. The Parties declare and mutually acknowledge that data subjects have the right to access, delete, rectify, update, or oppose the processing of their personal data, as well as all other rights granted under the Privacy Regulations.

9. CONFIDENTIALITY

9.1. The Parties mutually agree to maintain confidentiality during the Projects regarding all news, information, and data communicated or otherwise acquired as part of the GC (the "Confidential Information"), notwithstanding the provisions of Article 2.5 of the GC. This confidentiality obligation applies to all information, whether written, electronic, or verbal, collected during the provision of Services and the relationships between the Influencer and Globax, including the content of the GC and the campaign. This confidentiality agreement remains valid for 2 (two) years after the termination of the GC for any reason. Upon termination of the GC, the Influencer agrees, upon Globax's request, to return the originals and all copies of documents, in any format, containing or referring to the Confidential Information.

9.2. The Influencer may not disclose the content of the GC to third parties without written consent from Globax.

10. RIGHT OF WITHDRAWAL

The Influencer has the right to withdraw from this contract solely concerning the program described in these General Conditions by sending a written notice via email to [email protected] with the subject "Withdrawal from Ambassador Collaboration." The notice must be sent from the email address used during registration to verify the sender's identity.

The withdrawal will take effect on the date of receipt of the communication by Globax Nutrition S.r.l. and will apply exclusively to the program described in this contract. The withdrawal does not apply to any other contracts in effect between the Influencer and Globax or other entities within the group, which will remain valid and binding under their specific terms.

In case of withdrawal, the Influencer must immediately cease using the content, materials, and information provided by Globax and return all materials in their possession upon request.

11. MISCELLANEOUS

11.1. All communications between the Parties must be in writing and delivered directly to the concerned Party, or sent by registered letter, certified email, or email. For all communications from the Influencer to Globax, the Influencer must use the contact details in the header unless otherwise agreed upon in writing between the Parties. For communications from Globax to the Influencer, the contact details in the header and/or the email address must be used.

11.2. The Parties mutually acknowledge that nothing in the GC is intended to create, for example, a fiduciary relationship or an employment relationship between them.

11.3. The invalidity or ineffectiveness of any provision of the GC will not invalidate or affect the validity or effectiveness of the remaining provisions.

11.4. The GC is governed by and interpreted under Italian law. For any disputes regarding the interpretation, execution, or resolution of the GC, or arising from or connected to the GC, the Court of the Republic of San Marino shall have exclusive jurisdiction.

11.5. By signing the GC, the Influencer declares their explicit acceptance of all provisions without exclusion or reservation, confirming that all terms have been negotiated and agreed upon, and none have been established unilaterally.

11.6. GN Distribution S.r.l., headquartered at Via Flaminia 267, 47924 Rimini (RN), Italy, VAT No.: 04680590405, REA: 432078, is responsible for distributing and selling the products in Europe. Globax Nutrition S.r.l. has assigned GN Distribution to handle logistics, distribution, sales, and customer service for the products, while Globax retains responsibility for engaging the Influencer and managing payments.