These Social Terms and Conditions (the “Terms and Conditions”), together with the Social Influencer Agreement (collectively the “Agreement”) governs the entire relationship between NEOCEUTICALS, LLC., a Florida Corporation, with offices at 2001 SW 67 Avenue, Suite 134, Miami, Florida 33155 (Neoceuticals) and You, an individual (“Social Influencer”)

Social Influencer Obligations and Compensation: Neoceuticals and Social Influencer agree to those obligations and compensation terms as set forth between the parties in the Agreement. Social Influencer agrees to produce posts, images, videos and text (collectively the “Content”) as further described in the Agreement.

Compliance: Social Influencer will adhere to all applicable laws and regulations, including clearly and conspicuously disclosing his or her relationship with Neoceuticals in each post, comment or response as required by Neoceuticals Guidelines for Endorsers. Social Influencer further agrees to abide by all guidelines set in the Brand Rule Guidelines for example, all blogs, posts, social media statuses, tweets, and/or comments should be in good taste and free of inappropriate language and/or any content promoting bigotry, racism or discrimination based on race, gender, religion, nationality, disability, sexual orientation, or age).

Neoceuticals, LLC’S Use of Likeness: Social Influencer agrees that Neoceuticals may use Social Influencer’s name, social handle(s) and likeness (collectively “likeness”) in connection with the advertisement, promotion, and sale of Neoceuticals merchandise and services through various channels including, but not limited to, the websites, promotions, broadcasts and advertisements solely in connection with the Project.

Neoceuticals’ Use of Content: Social Influencer grants to Neoceuticals the right, in perpetuity throughout the world, to copy, distribute, publicly display, reproduce, perform, and make derivative works based on the Content in all media including, but not limited to, on the website, in store digital displays, and on social media platforms.

Waiver and Release: Neoceuticals is not required to make use of any Likeness or Content and Social Influencer further waives the right of prior approval of the use, reproduction, alteration or publication of the Likeness or Content by Neoceuticals. Social Influencer hereby releases Neoceuticals, its employees, subsidiaries, contractors and agents from any and all claims for damages of any kind resulting from the use of the Likeness or Content.

Term and Termination: The term of this Agreement is specified within the Agreement. Neoceuticals may terminate this Agreement at any time for any reason by giving Social Influencer at least three (3) days’ notice, except Neoceuticals may terminate immediately if social Influencer engages in conduct contrary to the best interests of Neoceuticals.

Material Disclosures and Compliance with FTC Guidelines: When publishing posts/statuses about the Advertiser’s products or services, the Influencer must clearly disclose his/her “material connection” with the Advertiser, including the fact that the Influencer was given any consideration, was provided with certain experiences or is being paid for a particular service. The above disclosure should be clear and prominent and made in close proximity to any statements that the Influencer makes about the Advertiser or the Advertiser’s products or services. Please note that this disclosure is required regardless of any space limitations of the medium (e.g. Twitter), where the disclosure can be made via Hashtags, e.g. #sponsored, #ad. The Influencer’s statements should always reflect the Influencer’s honest and truthful opinions and actual experiences. The Influencer should only make factual statements about the Advertiser or the Advertiser’s products which the Influencer knows for certain are true and can be verified.

No Agency/Independent Contractor Status: This Agreement does not create an employer-employee relationship between Neoceuticals and Social Influencer and nothing herein will be construed to create, authorize to constitute a partnership, joint venture or agency relationship of any kind. Neither party shall have the authority to bind the other to any obligation or liability except as provided in this Agreement.

Governing Law: This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without regard to its conflicts of laws or principles, and the state and federal courts located in Miami-Dade County, Florida shall have exclusive jurisdiction.

Assignment: Neither party may assign or transfer this Agreement or any performance rights or obligations under this Agreement without the prior written consent of the other party; except that Neoceuticals may, upon notice to social Influencer assign its rights and obligations under this Agreement to an affiliate.