Terms & Conditions

Thanks for your interest in the Incentive Program for MAËLYS’ TikTok Shop Affiliates! We’ve created these terms to set everyone’s expectations about their participation in the Incentive Program and the rewards you can receive.

This Incentive Program will be active for the period starting 12:00:00 AM EST on March 1, 2026 through 11:59:59 PM EST on March 31, 2026 (the “Incentive Program Period”) and terminates immediately thereafter unless and until earlier terminated in accordance with these Terms & Conditions (the “Terms”). PARTICIPANTS MAY OPT IN AND BEGIN REQUESTING PRODUCTS AS OF FEBRUARY 1, 2026.
PLEASE READ THIS DOCUMENT IN ITS ENTIRETY BEFORE PARTICIPATING IN THE INCENTIVE PROGRAM.

The terms “Company,” “MAËLYS,” “we,” “our,” or “us” in this document refer to Maelys Cosmetics USA Inc.

When we say “Products,” we mean any product sold by MAËLYS on TikTok Shop.

When we say “Affiliate”, “you” or “your,” we are referring to the individual who is a TikTok Shop Affiliate and wishes to participate in the TikTok Shop Affiliate Incentive Program, and his or her employees, agents and business affiliates (as applicable).

We sometimes refer to Affiliate and Company individually as a “Party” or collectively as the “Parties.”

YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS AND CONDITIONS (“TERMS”) WHEN YOU REQUEST OR RECEIVE A PRODUCT FROM THE COMPANY IN ORDER TO ACT AS AN AFFILIATE UNDER THIS INCENTIVE PROGRAM OR BY OTHERWISE PARTICIPATING IN THIS INCENTIVE PROGRAM. BY DOING SO, YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS. THESE TERMS WILL GOVERN YOUR RELATIONSHIP WITH MAËLYS AND YOUR PARTICIPATION IN MAËLYS’ TIKTOK SHOP AFFILIATE INCENTIVE PROGRAM (THE “PROGRAM”). IF YOU DO NOT AGREE TO OR DO NOT UNDERSTAND ANY OF THE TERMS, PLEASE DO NOT ACCEPT THE TERMS AND DO NOT PARTICIPATE IN THE PROGRAM. IF AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY PROVIDE WRITTEN NOTICE TO MAËLYS AND CEASE ACTING AS A TIKTOK SHOP AFFILIATE. BY PARTICIPATING IN THE PROGRAM, YOU HEREBY ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT APPLICABLE, ANY AND ALL GUIDELINES, POLICIES, AND TERMS OF THE AFFILIATED TT PROGRAMS SHALL ALSO GOVERN YOUR PARTICIPATION AND CONDUCT, AND YOU AGREE TO BE BOUND BY THEM.

By accepting these Terms and participating in the Program, Affiliate agrees as follows:

ELIGIBILITY

To participate in the Program, you must:

• Have been accepted as a TikTok Shop Affiliate for MAËLYS;

• Be the greater of (a) 18 years of age or older or (b) the age of majority in the state, district, or territory where you reside);

• Be a legal resident of the United States;

• Have read, understand, and agreed to the Terms;

• Have no medical condition that prevents you from using the Products;

• Maintain and actively use at least one personal social media account on TikTok (collectively, “Approved Media”). Your accounts on Approved Media are referred to in these Terms as “Accounts.”

• Be in good standing with the Federal Trade Commission (“FTC”);

• Comply with all FTC guidelines, including but not limited to the FTC’s Disclosure Requirements for Social Media Influencers, and other applicable laws and regulations.

MAËLYS reserves the unconditional right to deny, limit, or terminate your participation in the Program. It is understood and agreed that if your participation in the Program is denied, limited, or terminated for any cause at any time, MAËLYS is under no obligation to provide you with any Products or incentives except to the extent that such incentives accrued in accordance, and subject to your strict compliance with, these Terms prior to the denial, limitation, or termination of your participation in the Program. For the sake of clarity in any case MAËLYS will remain obligated to maintain any of its prior commitments including but not limited any payments under the ”TT Shop Affiliate Program.”

ENGAGEMENT

In exchange for certain incentives as described in this Agreement, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), you agree to use your best efforts to market and promote the Products and MAËLYS brand on your Accounts (the “Services”), subject to these Terms.

By accepting these Terms, you agree to perform the following Services:

• Create and post photo, video and/or written content on TikTok promoting the Products and MAËLYS under the TikTok Shop Affiliate Program (“Content”). Promptly respond to communications from MAËLYS representatives in text, email, phone or any other form.

INCENTIVES

In consideration of the Services you provide and the rights you grant to MAËLYS with respect to the Content, as further provided herein, you will be entitled to earn the following incentive rewards, which shall be in addition to the affiliate commission you already receive for being a TikTok Shop Affiliate for MAËLYS (“Incentives”):

• Tier 1: If you generate $1,500 GMV and otherwise comply with these Terms, you will be entitled to receive an Apple iPad (10th-generation iPad with 64 GB and 10.9-inch Liquid Retina display) or the equivalent cash value [ARV: $400].

• Tier 2: If you generate $4,000 GMV and otherwise comply with these Terms, you will be entitled to receive a Dyson Airwrap™ multi-styler and dryer Straight+Wavy and, an Apple iPad (10th-generation iPad with 64 GB and 10.9-inch Liquid Retina display), or the equivalent cash value [ARV: $1,000].

• Tier 3: If you generate $15,000 GMV and otherwise comply with these Terms, you will be entitled to receive a 2-night stay at the Four Seasons Hotel Miami (1435 Brickell Avenue, Miami, Florida) and roundtrip flights for two to Miami, or the equivalent cash value [ARV: $3,400].

• Tier 4: If you generate $50,000 GMV and otherwise comply with these Terms, you will be entitled to a 3-night stay at The Ritz-Carlton Grand Cayman, Cayman Islands and roundtrip business class flights for two to the Cayman Islands, an Apple iPad (10th-generation iPad with 256 GB and 10.9-inch Liquid Retina display), Apple AirPods Pro 2, an Apple Watch Series 10 (42mm, GPS + Cellular) and a 15-inch M3 Chip Macbook Air (8-Core CPU, 10-Core GPU, 16GB Unified Memory, 512GB SSD Storage), or the equivalent cash value [ARV: $11,000].

• Tier 5: If you generate $125,000 GMV and otherwise comply with these Terms, you will be entitled to a 4-night stay at the Grand Velas Riviera Maya All Inclusive, Playa del Carmen, Mexico, business class roundtrip flights for two to Cancun, Mexico and a $12,500 Bloomingdale’s gift card, or the equivalent cash value [ARV: $26,000].

• Tier 6: If you generate $250,000 GMV and otherwise comply with these Terms, you will be entitled to a 4-night stay at the Grand Velas Riviera Maya All Inclusive, Playa del Carmen, Mexico, business class roundtrip flights for two to Cancun, Mexico ($4,000 value), a $23,000 West Elm gift card, a $10,000 Ring Concierge gift card, $10,000 Bloomingdale’s gift card, or the equivalent cash value [ARV: $56,000].

• Tier 7: If you generate $500,000 GMV and otherwise comply with these Terms, you will be entitled to receive 7-day, 6-night Luxury Cruise for two Aboard The Ritz-Carlton Yacht Collection EVRIMA voyage San Juan to Bridgetown, roundtrip flights for two to ship departure/arrival ports, a $15,000 Ring Concierge gift card, a $15,000 Net-a-Porter gift card, a $15,000 Louis Vuitton gift card and a Havenly interior design services & furniture credit up to $45,000, or the equivalent cash value [ARV: $111,000]:

• Tier 8: If you generate $950,000 GMV and otherwise comply with these Terms, you will be entitled to receive a 5-night stay at Amangiri Luxury Resort in Canyon Point, Utah, $10,000 airline gift card for two, a designer handbag wardrobe (up to $100,000 value), a Havenly interior design services & furniture credit up to $30,000, a $15,000 Net-a-Porter gift card and a Rimowa luggage set (up to $15,000), or the equivalent cash value [ARV: $210,000]

• Tier 9: If you generate $1,200,000 GMV and otherwise comply with these Terms, you will be entitled to receive 5-night stay at Amangiri Luxury Resort in Canyon Point, Utah value), $10,000 airline gift card for two, a designer handbag wardrobe (up to $100,000 value), a Bulgari Serpenti watch, a Home Wellness Bundle including Clearlight® Sanctuary 2 - Two Person Full Spectrum Sauna, $5,000 Dyson Gift Card, and a Peloton Bike, Tread plus an All-Access Full Year Membership, a $15,000 Net-a-Porter gift card and a Rimowa luggage set (up to $15,000), or the equivalent cash value [ARV: $275,000].

Your Incentives will be determined by the highest sales tier reached by you during the Program Period. Incentive tiers will be determined based on the total amount of paid orders (including returns and refunds) attributed to this affiliate within 14 days of clicking product links in their content (including LIVE streams, shoppable videos, and showcases) (“GMV”). Incentives will be paid out following the close of the Incentive Program Period and the final calculation of GMV, taking into consideration a reasonable period for returns, as determined by MAËLYS in its sole discretion.

Incentives will not be paid based on any sales or amounts for any returned Product or any orders that MAËLYS, in its sole discretion, believe to be in violation of these Terms, including but not limited to attributed to spam, credit card fraud, or use of any unauthorized Product claims.

To redeem Incentives, send an email to [email protected] by no later than 11:59:59 PM EST on April 7, 2026 (the “Redemption Deadline”) with your full legal name and the TikTok handle of the account that generated the GMV. MAËLYS may take additional steps to verify your identity and control/ownership over the TikTok handle that generated the GMV in connection with the Program. Incentives not claimed before the Redemption Deadline shall be forfeit and you agree that MAËLYS will have no further liability or obligation to you with respect to the awarding of any Incentives following such Redemption Deadline.

MAËLYS reserves the right, at its sole discretion, to convert any of the listed Incentives into monetary compensation, based on the average retail values listed above (ARV), or to substitute a reward with a reward of the same or newer model, or of equal or greater value. Incentives will be paid out following the close of the Incentive Program Period, plus a reasonable return period as determined by MAËLYS in its sole discretion.

While MAËLYS makes reasonable efforts to accurately track and pay commissions for all Affiliate sales, MAËLYS is not responsible for and will not be held liable for any technical difficulties, outside events, actions by other Affiliates, or other uncontrollable events that may disrupt or interfere with MAËLYS’s ability to track sales or pay commissions. MAËLYS has the right to pay commissions to any other person, in its sole discretion.

You are solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with commissions paid to you by MAËLYS in connection with the Program. MAËLYS reserves the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated commissions for orders or referrals that were obtained fraudulently or through misrepresentation. In case of any paid participants such participants shall be required to provide MAËLYS with an invoice, bank confirmation, and a W-9 Form to ensure payment.

REPRESENTATIONS, WARRANTIES AND COVENANTS OF AFFILIATE

By accepting these Terms, you represent and warrant that:

• You have the capacity and authority to enter into these Terms;

• You are responsible for any and all activity undertaken in connection with your participation in the Program and performance of the Services;

• You are not a party to any agreement or subject to any law that restricts your performance of your obligations under these Terms;

• The Content does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person;

• You will include an indication that you act as an Affiliate of MAËLYS in caption, text or other form, as recommended by the TikTok Shop Affiliate Program accompanying the Content posted to Approved Media and/or your Accounts;

• You will at all times market, promote, and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third-party websites, platforms or applications, including by making disclosures in accordance with the FTC's requirements for social media influencers, as further provided herein, in rendering the Services;

• You will at all times market, promote, endorse and sell the Product using only claims that do not deviate from the information specifically stated on MAËLYS TikTok Shop product page description or as otherwise available on the relevant product page on MAËLYS website, www.maelyscosmetics.com;

• You will conduct yourself at all times with the highest degree of professionalism, provide the Services with commercially reasonable skill and care in a competent and professional manner, behave in a legal, ethical and business-like manner, and maintain the highest standards of integrity, honesty and responsibility in your dealings with MAËLYS, its staff, customers, followers and representatives;

• You will represent MAËLYS Products in a truthful and sincere manner and not engage in any activity or action that may damage or be harmful to the reputation, goodwill or interests of MAËLYS, any Product, or any of Company’s associates, employees, directors, officers, agents, partners, or affiliates. In the event you cannot provide a truthful and sincere representation of the MAËLYS Products without engaging in any activity or action that may damage or be harmful to the reputation, goodwill, or interests of MAËLYS, any Product, or any of Company’s associates, employees, directors, officers, agents, partners, or affiliates, you agree not to post about MAËLYS or the Products and shall not continue your participation as a MAËLYS TikTok Shop Affiliate;

• You will not commit any act which brings MAËLYS into public disrepute, contempt, scandal, or ridicule, or which insults or offends any of MAËLYS’s customers, competitors or the general community to which MAËLYS’s advertising materials are directed, or which might tend to harm MAËLYS or any of MAËLYS’s Products and/or services including, without limitation, disparaging MAËLYS or any of the MAËLYS’s Products and/or services;

• You will not use MAËLYS’s name, or any trademarks, copyrighted materials, or other intellectual property of MAËLYS in any advertising, social media, or in literature other than material published to promote MAËLYS or the Products, without first obtaining the express written permission of MAËLYS, except as expressly provided in these Terms;

• You will comply with the Terms and TikTok’s affiliate program terms and conditions and privacy policy.

RESTRICTIONS / PROHIBITIONS

By accepting these Terms, you agree and understand that if any Content posted by or associated with you is deemed offensive, inappropriate or used incorrectly, MAËLYS has the right, at its sole discretion, to suspend or terminate your participation in the Program. MAËLYS reserves the right to withhold and shall not be liable to pay any commissions or other compensation to you for any such Content, or if you do any of the following, each a material breach of the Terms:

• Make any representations or warranties on behalf of MAËLYS regarding Products that don’t comply with those contained in MAËLYS’s published marketing and promotional information on TikTok Shop, product pages on MAËLYS website, or the guidelines provided herein;

• Make unsubstantiated claims about Products, including but not limited to claims that the Products are intended to diagnose, treat, cure or prevent any disease;

• Make any claims about the Products in violation of any FTC guidelines, including but not limited to the FTC’s Disclosure Requirements for Social Media Influencers, and other applicable laws and regulations;

• Promote any use of Products that has not been approved by MAËLYS, including but not limited to claims that the Products are intended for or suitable for use by children or during pregnancy;

• Fail to comply with any of the Terms;

• Promote Products through any other means besides TikTok Shop or the TikTok platform including but not limited to any form violating any regulations or accepted guidelines regulations electronic communications.

• Engage in, promote, link or contribute to, or create a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to MAËLYS in MAËLYS’s sole discretion;

• Are convicted of or are alleged to have committed any illegal activity;

• Transmit messages or images inconsistent with the positive images and/or goodwill with which MAËLYS wishes to associate, in MAËLYS’s sole discretion;

• Engage in, promote, or contribute to any activity or materials that may divert commissions from other participants in the Program;

• Engage in, promote, or contribute to any illegal activity or violate MAËLYS’s or any third party’s legal rights, and/or intellectual property rights;

• Engage in “spam” advertising, send unsolicited commercial email, post commercial messages to any forum that prohibits such messages, or engage in any other advertising or marketing practices that are deceptive, misleading, false, fraudulent, or otherwise objectionable, in MAËLYS’s sole discretion;

• Generate or send any email messages using or containing MAËLYS’s brand name, logos, or any variation thereof, trademarks, likeness, images, and videos, without MAËLYS’s express prior written permission, except as expressly provided in these Terms;

• Use MAËLYS’s banners, brand name, logos, trademarks, likeness, images, and videos, on your own website(s) in a manner that is likely to cause market and/or consumer confusion, in MAËLYS’s sole discretion;

• Use MAËLYS’s brand name or trademarks in connection with your name, username or social media handle;

• Create or link to a website that copies, resembles, has the look and feel of or creates the impression that it is the MAËLYS website or any other platform of MAËLYS, in MAËLYS’s sole discretion;

• Use any promotional coupon or code that is not provided to you by MAËLYS for the Program;

• Run any ad or paid ad on any platform with any of MAËLYS’s URLs or that redirect to MAËLYS TikTok Shop;

• Sell or re-sell any of the MAËLYS Products, or offer a cash incentive or discount on MAËLYS Products as a means of promotion other than directing to MAËLYS TikTok Shop as part of the Program or TikTok Affiliate Program;

• Use your credit or debit card to purchase Products for yourself, a person affiliated with you, a customer or another brand Affiliate, or place a product order using someone else’s credit or debit card without the credit or debit card owner’s written permission;

• Engage in any fraudulent activity or other activity that would falsely or artificially increase or affect of your performance on the Program;

• Modify price information regarding Products or offers on your own website;

• Create, link to or host any type of shopping cart between MAËLYS’s website and your own website;

• Take any action (or fail to take an action), that is deemed to be unsuitable to MAËLYS, in MAËLYS’s sole discretion;

• Promote MAËLYS Products, or otherwise participate in the Program, in violation of any applicable law, rule, or regulation or any court order applicable to you.

By agreeing to these Terms, you agree that MAËLYS has the unconditional right to:

• Review your Content from time to time upon request and to request changes to and/or removal of Content in its sole discretion;

• Monitor your Accounts at all times to ensure compliance with the Terms;

• Notify you of any changes to your Content or Accounts that MAËLYS feels should be made;

• Pause, suspend or terminate your participation in the Program until you make or if you do not make any changes to your Content or Accounts that MAËLYS feels, in MAËLYS’s sole discretion, are necessary or appropriate;

• Withhold any commissions on any sales deemed, in MAËLYS’s sole discretion, to have been made in violation of the Terms;

• Suspend or terminate your participation in the Program immediately and without notice to you should MAËLYS suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, MAËLYS shall not be liable to you for any commissions for such fraudulent sales or for any incentives that might have been rewarded to you as part of the Program as a result of such fraudulent sales.

DISCLOSURE OF MATERIAL CONNECTION

As otherwise provided herein, you must include a disclaimer with all Content that you share publicly stating your “material connection” (as defined by the FTC) to MAËLYS and the fact that you have been compensated or otherwise incentivized to post the Content. For example, you must disclose the fact that Content is “sponsored by MAËLYS” (such as by prominently displaying “#sponsored”) or an “advertisement” (such as by prominently displaying “#ad”) or that you are paid commissions (such as by prominently displaying “#paid”). Such disclosure must be made in close proximity to any statements that you make about MAËLYS or MAËLYS’s Products and must comply with any instructions or directions provided by MAËLYS and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC’s Disclosure Requirements for Social Media Influencers, including:

• Disclosures 101 for Social Media Influencers

• Guides Concerning the Use of Endorsements and Testimonials in Advertising

• Endorsement Guides: What People Are Asking

This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. In addition, the customer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Further, if the Content includes a video, the disclosure should be made both verbally during the video and displayed in text accompanying the video. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.

Note that while MAËLYS may provide required disclosures (e.g., #MAËLYSPartner”) and recommended promotional verbiage, MAËLYS shall not be responsible for any failure by you to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any failure by you to obtain all third-party clearances and permissions with respect to Content you post.

IF YOU FAIL TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF THE TERMS THAT MAY RESULT IN IMMEDIATE TERMINATION, WITHOUT ANY NOTICE, COMPENSATION, INCENTIVES, COMMISSIONS, OR LIABILITY TO YOU.

INTELLECTUAL PROPERTY RIGHTS

Affiliate’s Rights to MAËLYS Intellectual Property and MAËLYS Platforms. MAËLYS hereby grants you, a non-exclusive, non-transferable, revocable, limited license to use and display MAËLYS’s trade name, logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “MAËLYS Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by MAËLYS. You acknowledge MAËLYS’s exclusive right, title and interest in and to the MAËLYS Intellectual Property and the goodwill pertaining thereto, that any use of the MAËLYS Intellectual Property by you does not create any ownership, license or other right or interest in or to the MAËLYS Intellectual Property by you except as specifically set forth herein and that all use of the MAËLYS Intellectual Property by you shall inure to the benefit of MAËLYS. You agree that you shall not, challenge, or assist in any challenge to, the validity or exclusivity of MAËLYS’s ownership of the applicable MAËLYS Intellectual Property.

Further, MAËLYS and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (collectively, “MAËLYS Platforms”).

By accepting these Terms, you agree that you will not:

• Copy, rent, lease, sell, distribute, or create derivative works based on the MAËLYS Platforms in whole or in part, by any means, except as expressly authorized in writing by MAËLYS;

• Use any MAËLYS Intellectual Property without MAËLYS’s prior written permission;

• Use the MAËLYS Platforms for any purpose or in any manner that is unlawful or prohibited by these Terms.

EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE MAËLYS PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, MAËLYS DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE MAËLYS PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

Third-Party Licenses. You shall be solely responsible for obtaining any required licenses, permissions or approvals from third parties, contributors, and/or other affected rights-holders with regard to third-party content incorporated into the Content by you, as necessary for MAËLYS to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in any Content, to sign an authorization, consent and release form and granting to MAËLYS all license and publicity rights necessary for MAËLYS to make use of the name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. Upon request by MAËLYS, you will provide MAËLYS with copies of such licenses, permissions, approvals or consents.

TERM AND TERMINATION

The term of these Terms shall begin upon your acceptance of these Terms and will end when terminated by either Party in writing or upon the end of the Incentive Program Period, whichever occurs first (the “Term”). Your participation in the Program and these Terms may be terminated by either Party immediately at any time, with or without cause, upon a written notice In the event of cancellation or termination by you for any reason or by MAËLYS for a breach of the Terms by you, in addition to the termination rights hereunder, MAËLYS shall be entitled to recover all costs (including attorney’s fees) in the enforcement of MAËLYS’s rights hereunder ; or, as applicable, you shall waive all rights you have hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. MAËLYS may terminate these Terms and all other agreements between MAËLYS and other brand Affiliates if MAËLYS elects to cease business operations, dissolve MAËLYS or terminate its business. Upon the termination of these Terms, all limited licenses granted to you hereunder shall cease and you shall cease to hold yourself out as brand Affiliate of MAËLYS.

The rights and obligations related to Intellectual Property Rights, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.

INDEMNITY; LIMITATION OF LIABILITY

Indemnity. You agree to at all times defend, indemnify and hold harmless MAËLYS (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend MAËLYS as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by MAËLYS in connection with any such claim.

Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAËLYS OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT AFFILIATE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL MAËLYS’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED $100.

Disclaimer: MAËLYS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING MAËLYS’S WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY MAËLYS OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY MAËLYS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, MAËLYS MAKES NO REPRESENTATION THAT THE OPERATION OF ANY MAËLYS WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND MAËLYS IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

MISCELLANEOUS; ADDITIONAL TERMS

These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.

In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.

The waiver by either Party of a breach of any provision of these Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party.

MAËLYS may modify these Terms and the Program at any time and its sole discretion. These modifications may include, but are not limited to, changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with MAËLYS. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change.

You may not subcontract or otherwise assign, transfer or delegate any of your rights, duties or obligations under these Terms.

MAËLYS may assign, transfer or delegate its rights, duties and obligations hereunder to any third-party acquirer of the business of MAËLYS, and following such an assignment, transfer and delegation, MAËLYS shall have no further duties or obligations hereunder.

Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to any conflicts of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from, based on, or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than a District Court of Delaware or, if such court does not have subject matter jurisdiction, the courts of the State of Delaware, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in in the federal courts of the United States of America, namely the U.S. District Court for the District of Delaware or, if such court does not have subject matter jurisdiction, the courts of the State of Delaware. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.