GENERAL TERMS AND CONDITIONS OF THE AFFILIATE PROGRAMME

OralAdvance Laboratories d.o.o. — CariSpray
Effective date: 24 March 2026

1. DEFINITIONS

Unless the context otherwise requires, the following terms shall have the meanings set out below when used in these General Terms and Conditions (hereinafter: the "General Terms") and in the Affiliate Partnership Agreement (hereinafter: the "Agreement"):

"Affiliate" means any natural or legal person who has been accepted into the Affiliate Programme by completing the registration or onboarding process on the Platform and is thereby bound by these General Terms.

"Affiliate Content" means all content created by the Affiliate in connection with the Product or the CariSpray brand, including but not limited to photographs, videos, texts, reviews, social media posts, stories, reels, blog articles and any derivative works.

"Affiliate Link" means the unique tracking link assigned to the Affiliate through the Platform.

"Affiliate Programme" means the programme operated by the Company through which Affiliates promote the Products in exchange for commission.

"Commission" means the fee payable to the Affiliate for each Qualifying Sale in accordance with these General Terms.

"Company" means OralAdvance Laboratories d.o.o., Zadarska ulica 1, 42103 Varaždin, Croatia, OIB: 47603608104.

"Coupon Code" means a unique discount code assigned to the Affiliate by the Company for tracking and promotional purposes.

"Lead" means a potential customer contact obtained by the Affiliate through any channel (including but not limited to Facebook Lead Ads, Instagram direct messages, Facebook Messenger and organic enquiries) and forwarded to the Company.

"Platform" means the UpPromote Affiliate Marketing platform integrated with the Company's Shopify store, or any other platform, software, application, tool or system designated by the Company from time to time for the purposes of tracking, reporting, managing and recruiting participants in the Affiliate Programme, including any replacement or successor platform.

"Product" means any product sold under the CariSpray brand by the Company.

"Qualifying Sale" means a completed and paid transaction attributable to the Affiliate through the Platform, which has not been refunded, charged back or otherwise reversed.

"Subscription" means a recurring order plan under which a customer receives the Product at regular intervals (monthly, bi-monthly or quarterly) and is charged for each delivery.

2. PROGRAMME ENROLMENT AND ELIGIBILITY

2.1. Any person or entity may apply to join the Affiliate Programme by completing the application form on the Platform. In addition to or independently of enrolment on the Platform, the Company may at its discretion enter into a separate written Affiliate Partnership Agreement with selected Affiliates; however, the conclusion of such an Agreement is not a precondition for participation in the Affiliate Programme or for the application of these General Terms.

2.2. The Company reserves the right to accept or reject any application at its sole discretion and without any obligation to state reasons.

2.3. By enrolling in the Affiliate Programme — whether by completing the registration or onboarding process on the Platform, by creating an account, or by being admitted through any automated or manual onboarding flow — the Affiliate expressly, irrevocably and unconditionally represents, warrants and confirms that: (a) the Affiliate is of legal age and has the legal capacity to enter into binding agreements; (b) all information provided in the application is true, complete and accurate; (c) the Affiliate has read, understood and agrees to be fully bound by these General Terms; (d) completion of the onboarding process on the Platform constitutes full and unconditional acceptance of these General Terms, with the same legal effect as a handwritten signature; (e) no separate or subsequent act of acceptance shall be required. The Affiliate acknowledges that it has had a full and unrestricted opportunity to review these General Terms prior to enrolment and that it enters into this relationship on the basis of its own independent assessment.

2.4. The Affiliate shall maintain accurate and up-to-date contact and payment information on the Platform at all times. The Company shall not be liable for any delays or failures in payment resulting from inaccurate information provided by the Affiliate.

3. COMMISSION CALCULATION AND PAYMENT

3.1. Commission Rate. The Affiliate shall be entitled to a commission for each Qualifying Sale in the amount of 20% of the net selling price of the Product (excluding VAT, shipping costs and payment processing fees).

3.2. Recurring Commission for Subscription Customers. Where a customer acquired through the Affiliate's link or code enrols in a Subscription, the Affiliate shall be entitled to the same commission rate on each subscription instalment that is successfully charged and fulfilled. This recurring commission shall continue for as long as the Subscription remains active, and the Affiliate remains enrolled in the Affiliate Programme. Recurring commission shall cease immediately upon: (a) the customer cancelling or otherwise terminating the Subscription; (b) a failed or reversed payment by the customer; or (c) termination of these General Terms or the Agreement for any reason whatsoever, or the Affiliate ceasing to be enrolled in the Affiliate Programme.

3.3. Commission shall be calculated on the net selling price of the Product, which means the price actually paid by the customer excluding: (a) value added tax (VAT) or any other applicable sales tax; (b) shipping and delivery charges; (c) payment processing fees.

3.4. The Company may, at its sole discretion, introduce differentiated commission rates or performance-based bonuses in the future, which shall be communicated to the Affiliates in accordance with these General Terms.

3.5. Commission shall not be payable on: (a) fraudulent, manipulated or artificial transactions; (b) transactions attributable to unauthorised coupon codes or discounts.

3.6. Holding Period. All commissions are subject to a holding period of 30 days from the date of the transaction (hereinafter: the "Holding Period"). During the Holding Period, the Company may withhold commission in respect of any transaction that is subject to a pending refund request, chargeback dispute or fraud investigation. If a refund or chargeback occurs within the Holding Period, the corresponding commission shall be deducted from the Affiliate's balance.

3.7. Refunds and Chargebacks. If a customer obtains a full or partial refund, or if a chargeback is processed, the commission attributable to such transaction shall be reversed in full. If the commission has already been paid, the reversed amount shall be deducted from the Affiliate's future commissions. If the Affiliate's balance is insufficient, the Affiliate shall reimburse the Company within 30 (thirty) days of receiving a written request.

3.8. Payment Threshold and Schedule. The minimum payout threshold is EUR 50.00 (fifty euros). Payments shall be made within a period of no less than 30 (thirty) and no more than 60 (sixty) days from the end of the applicable accounting period, to the account or payment method designated by the Affiliate on the Platform. The Company reserves the right to modify the payment schedule and minimum payout threshold upon written notice to the Affiliate. The Company reserves the right to withhold any payment in the event of suspected fraud, tracking manipulation or pending refund, until such matter is resolved.

3.9. Payment Method. Payments shall be made by bank transfer, via PayPal, or by any other method agreed upon between the Parties or in accordance with the terms of the affiliate platform used by the Company, as designated by the Affiliate on the Platform. All payments shall be made in EUR. Any currency conversion costs or bank charges shall be borne by the Affiliate.

3.10. The Company shall provide the Affiliate with access to real-time reporting on the Platform showing clicks, conversions, sales, commissions earned and commission status.

3.11. Performance Bonuses. The Company may, at its sole discretion, offer performance-based bonuses to Affiliates who exceed certain sales thresholds within a given period. The criteria, amounts and conditions of any such bonus shall be communicated separately and shall not create any entitlement or expectation of future bonuses.

3.12. Amendment of Commission Rate. The Company reserves the right to amend the commission rate at its sole discretion upon at least 15 (fifteen) days' prior written notice to the Affiliate. An Affiliate who does not accept the amended commission rate shall be entitled to terminate the Agreement in accordance with Section 17 of these General Terms.

4. LEADS AND CUSTOMER ATTRIBUTION

4.1. Lead Channels. The Affiliate may generate Leads through any of the following channels: (a) Facebook Lead Ads; (b) Instagram direct messages; (c) Facebook Messenger; (d) or by any other means. The Affiliate shall forward all Leads to the Company without undue delay via the agreed channels.

4.2. Sales Attribution. Sales shall be attributed to the Affiliate on the basis of the first-click attribution model as implemented by the Platform. First-click means that commission is awarded to the Affiliate whose link the customer clicked first, even if the customer later clicked another affiliate's link. Once a customer is attributed to an Affiliate, that attribution shall remain in effect for the duration of the cookie window set out on the Platform. No subsequent affiliate activity shall override the attribution unless the cookie has expired.

4.3. Subscription Attribution. Where a customer attributed to the Affiliate subscribes to a Subscription, the attribution shall remain in effect for the entire duration of the Subscription, subject to the conditions set out in Section 3.2 of these General Terms.

4.4. No Double Attribution. Each customer shall be attributed to one Affiliate only. In the event of a dispute regarding attribution, the Platform's tracking data shall be conclusive.

5. AFFILIATE'S OBLIGATIONS AND ACTIVE PROMOTION

5.1. The Affiliate shall promote the Products in compliance with these General Terms and all applicable laws and regulations, including but not limited to the EU Cosmetics Regulation, consumer protection and advertising regulations, and the laws of any jurisdiction in which the Affiliate publishes content or places advertisements.

5.2. Active Promotion Requirement. The Affiliate shall actively promote the Product by creating and publishing content (social media posts, videos, reviews, blog articles and similar). Merely holding an affiliate link or coupon code without active promotion shall not satisfy the requirements of these General Terms.

5.3. The Affiliate is solely responsible for all tax obligations arising from commissions earned under these General Terms in the Affiliate's country of tax residence. The Company shall bear no liability and no obligation to calculate, report or pay any taxes, contributions or levies on behalf of the Affiliate.

5.4. The Affiliate warrants that all content created in connection with the Product shall be truthful, accurate and shall not contain: (a) false medical claims; (b) unauthorised discounts or coupon codes not expressly approved by the Company.

6. CONTENT AND ADVERTISING GUIDELINES

6.1. The Affiliate shall ensure that all promotional content relating to the Product: (a) is truthful, accurate and not misleading; (b) complies with the EU Cosmetics Regulation (Regulation (EC) No 1223/2009) and any applicable national regulations regarding cosmetic product claims; (c) does not contain any medical claims, claims of disease treatment, prevention or cure, or any claim that implies the Product has therapeutic or pharmaceutical properties; (d) complies with all applicable advertising regulations in the jurisdiction where the content is published or the advertisement is served; (e) clearly identifies the Product as a cosmetic product and does not misrepresent its nature or intended use.

6.2. Prohibited Claims. Without limiting the generality of Section 6.1, the Affiliate shall not make or imply any of the following claims in relation to the Product: (a) that the Product treats, cures, prevents or diagnoses any disease or medical condition; (b) that the Product has been clinically proven or scientifically verified unless such claim has been expressly approved in writing by the Company; (c) any claim that is not substantiated by the Product's formulation or its intended cosmetic purpose; (d) fabricated testimonials, reviews or endorsements; (e) any exaggerated or sensationalised claim designed to mislead consumers.

6.3. Content Approval. The Company reserves the right, but is not obligated, to review Affiliate Content before or after publication. The Company may at any time require the Affiliate to modify or remove any content that, in the Company's sole opinion, does not comply with these General Terms, applicable law or the Company's brand guidelines. The Affiliate shall comply with any such request within 48 (forty-eight) hours of receipt.

6.4. Use of Company Materials. The Company may provide the Affiliate with approved marketing materials, images, copy and brand guidelines. The Affiliate shall use such materials only in the manner and for the purposes specified by the Company. The Affiliate shall not alter, modify or create derivative works from the Company's approved materials without prior written consent.

7. LICENCE ON AFFILIATE CONTENT

7.1. The Affiliate hereby grants the Company a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use, reproduce, adapt, modify, publish, distribute, publicly display and create derivative works from all Affiliate Content, in any media and format, whether now known or hereafter developed, for any purpose related to the Company's business, including but not limited to: (a) paid advertising campaigns on Facebook, Instagram, Google, TikTok and any other platform; (b) the Company's website and social media channels; (c) email marketing and newsletters; (d) print and digital marketing materials; (e) trade shows, exhibitions and presentations.

7.2. This licence is granted without any additional compensation beyond the commission payable under these General Terms and shall survive the termination or expiry of these General Terms for any reason. The Affiliate acknowledges and agrees that no additional consent, approval or payment shall be required for the Company's continued use of Affiliate Content following termination.

7.3. The Affiliate represents and warrants that: (a) the Affiliate is the sole author and owner of all Affiliate Content, or has obtained all necessary rights and licences from third parties; (b) the Affiliate Content does not infringe any third-party intellectual property rights, privacy rights or any other rights; (c) the Affiliate has obtained all necessary consents from any persons appearing in the Affiliate Content.

7.4. The Affiliate shall not include any third-party copyrighted material (including music, images or video clips) in the Affiliate Content without having obtained the necessary rights, and shall indemnify the Company against any claims arising from the inclusion of such material.

8. INTELLECTUAL PROPERTY PROTECTION

8.1. All intellectual property rights in and to the CariSpray brand, the OralAdvance name, logos, trademarks (whether registered or unregistered), trade dress, packaging designs, product formulations, marketing materials and any other proprietary materials are and shall remain the exclusive property of the Company.

8.2. The Affiliate is granted a limited, non-exclusive, non-transferable, revocable licence to use the Company's trademarks and marketing materials solely for the purpose of promoting the Products under the Affiliate Programme and in strict accordance with the brand guidelines provided by the Company. This licence terminates automatically upon termination of the Agreement or these General Terms.

8.3. The Affiliate shall not: (a) register or attempt to register any domain name, social media handle, business name or trademark containing "CariSpray", "OralAdvance" or any confusingly similar variation in any jurisdiction; (b) create or operate any website, landing page or social media account that could reasonably be confused with the Company's official channels; (c) use the Company's intellectual property in any manner not expressly authorised under these General Terms; (d) challenge or assist any third party in challenging the Company's intellectual property rights.

8.4. The Company reserves the right to require the Affiliate to remove or amend any Affiliate Content that, in the Company's sole opinion, fails to meet the Company's quality standards, breaches these General Terms or applicable law, or is in any way detrimental to the reputation of the brand.

8.5. Upon termination, the Affiliate shall immediately cease all use of the Company's trademarks, logos and marketing materials, and shall remove all such materials from its websites, social media accounts and any other channels within 7 (seven) days of termination.

9. PROHIBITED ACTIVITIES

9.1. The following activities are strictly prohibited under the Affiliate Programme:

(a) Brand Bidding: Bidding on, purchasing or using any keyword, ad group or campaign targeting "CariSpray", "OralAdvance", "Oral Advance", "Cari Spray" or any misspelling, variation or derivative thereof on Google Ads, Bing Ads, Facebook Ads, TikTok Ads or any other paid advertising platform.

(b) Spam and Unsolicited Communications: Sending unsolicited commercial emails, SMS messages, direct messages, push notifications or any other form of electronic communication for the purpose of promoting the Product, in violation of applicable anti-spam legislation.

(c) False Advertising: Making, publishing or distributing any false, misleading, deceptive, exaggerated or unsubstantiated claims regarding the Product, the Company or the Affiliate Programme.

(d) Tracking Manipulation: Any attempt to artificially inflate clicks, impressions, conversions or sales, including but not limited to: cookie stuffing, automated clicking, use of bots, incentivised clicking, self-referral and any other scheme designed to generate unearned commission.

(e) Unauthorised Coupons: Creating, distributing, publishing or promoting any coupon code, discount code or promotional offer not expressly and specifically authorised by the Company for the Affiliate's use.

(f) Domain and Social Media Squatting: Registering, acquiring or using domain names, social media accounts or any other online identifiers that contain or are confusingly similar to the Company's brand names.

(g) Negative SEO and Competitive Interference: Engaging in any activity designed to negatively affect the Company's search engine rankings, online reputation or competitive position.

(h) Incentivised Purchases: Offering cash, credits, rebates or other incentives to customers for the purpose of inflating the Affiliate's sales numbers, unless expressly approved by the Company.

(i) Misrepresentation of Relationship: Representing oneself as an employee, agent, officer or official representative of the Company, or suggesting any formal business relationship beyond the affiliate partnership.

9.2. A breach of any provision of this Section shall constitute a material breach of these General Terms, entitling the Company to terminate the Agreement immediately without notice, to withhold any unpaid commission and to claim damages. The Company actively monitors affiliate activity and employs fraud detection measures through the Platform.

10. DATA PROTECTION

10.1. Both Parties shall comply with Regulation (EU) 2016/679 (the General Data Protection Regulation, "GDPR") and all applicable national data protection legislation in the jurisdictions where content is published when processing personal data in connection with the Affiliate Programme.

10.2. Roles. The Company is the data controller in respect of the personal data of customers and subscribers. The Affiliate is an independent data controller in respect of any personal data that the Affiliate collects in the course of its own marketing activities, including Leads.

10.3. Affiliate's Obligations. Where the Affiliate collects personal data of end users (including but not limited to data obtained through Facebook Lead Ads, Instagram contact forms, Facebook Messenger or any other channel), the Affiliate shall: (a) collect such data only on a valid legal basis (consent, legitimate interest or other lawful ground) and in compliance with GDPR; (b) inform data subjects about the processing of their data in accordance with Articles 13 and 14 of the GDPR; (c) forward collected Leads to the Company without undue delay via the agreed channels; (d) not use collected personal data for any purpose other than forwarding Leads to the Company, unless expressly authorised in writing; (e) delete personal data from the Affiliate's own systems after forwarding to the Company; (f) implement appropriate technical and organisational measures to ensure the security of personal data.

10.4. Data Processing Agreement. In the event that circumstances require the conclusion of a data processing agreement between the Parties (e.g. where the Affiliate processes personal data on behalf of the Company), the Parties shall enter into such agreement in accordance with Article 28 of the GDPR within a reasonable time.

10.5. Data Breach Notification. The Affiliate shall notify the Company without undue delay, and in any event within 24 (twenty-four) hours, of any personal data breach that may affect personal data processed in connection with the Affiliate Programme. The notification shall include, to the extent available: (a) the nature of the breach; (b) the categories and approximate number of data subjects affected; (c) the likely consequences; (d) the measures taken or proposed to mitigate the effects.

10.6. Cookie and Tracking Disclosure. The Affiliate acknowledges that the Platform uses cookies and tracking technologies for the purpose of attributing sales. Where the Affiliate operates a website or landing page, the Affiliate is responsible for ensuring that appropriate cookie consent mechanisms are in place in compliance with the ePrivacy Directive and applicable national legislation.

10.7. Privacy Policy Reference. The Company's privacy policy is available at https://carispray.eu/policies/privacy-policy. The Affiliate shall familiarise itself with this policy and shall not engage in any activity inconsistent with it.

11. CONFIDENTIALITY

11.1. Confidential Information means all non-public information disclosed by or on behalf of the Company to the Affiliate, whether orally, in writing or in any other form, including but not limited to: commission rates and structures, pricing strategies, business plans, marketing strategies, financial data, customer lists, product development plans, trade secrets, the terms of the Agreement and these General Terms.

11.2. The Affiliate shall: (a) keep all Confidential Information strictly confidential; (b) not disclose Confidential Information to any third party without the Company's prior written consent; (c) use Confidential Information solely for the purpose of performing obligations under these General Terms; (d) take all reasonable measures to prevent unauthorised disclosure or use of Confidential Information.

11.3. The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Affiliate; (b) was known to the Affiliate prior to disclosure by the Company; (c) is independently developed by the Affiliate without reference to the Confidential Information; (d) is required to be disclosed by law, regulation or court order, provided that the Affiliate promptly notifies the Company and cooperates in seeking protective measures.

11.4. The Affiliate shall not, during the term of the Agreement or at any time thereafter, make any public statements that are negative, derogatory or damaging to the Company, its products, employees or business partners. A breach of this obligation shall be deemed a material breach.

11.5. The confidentiality and non-disparagement obligations set out in this Section shall survive the termination of the Agreement for a period of 3 (three) years.

12. INDEMNIFICATION

12.1. The Affiliate shall indemnify, defend and hold harmless the Company, its directors, officers, employees, agents, successors and assigns from and against any and all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) any breach of these General Terms by the Affiliate; (b) any Affiliate Content or other content published, distributed or otherwise made available by the Affiliate; (c) any violation of applicable laws, regulations or third-party rights by the Affiliate; (d) any tax liability, penalty or assessment arising from the Affiliate's failure to comply with applicable tax laws; (e) any claim by a third party relating to the Affiliate's promotional activities.

12.2. The Company shall promptly notify the Affiliate of any claim subject to indemnification and shall provide reasonable cooperation in the defence thereof. The Affiliate shall not settle any claim without the Company's prior written consent.

13. LIMITATION OF LIABILITY

13.1. The Company shall not be liable for: (a) any content published or distributed by the Affiliate; (b) the manner in which the Affiliate advertises the Product; (c) the Affiliate's tax obligations; (d) any damage arising from the Affiliate's dealings with third parties; (e) any indirect, incidental, special, consequential or punitive damages arising out of or in connection with the Affiliate Programme, even if the Company has been advised of the possibility of such damages.

13.2. To the maximum extent permitted by applicable law, the Company's total aggregate liability to the Affiliate under or in connection with these General Terms shall not exceed the total commissions paid to the Affiliate in the 3 (three) months immediately preceding the event giving rise to the claim.

14. TAX OBLIGATIONS

14.1. The Affiliate is solely responsible for determining, reporting and paying all taxes, duties, levies, social security contributions and any other governmental charges arising from income earned under the Affiliate Programme, in accordance with the laws of the Affiliate's country of tax residence and any other applicable jurisdiction.

14.2. The Company shall not withhold any taxes from commission payments unless required to do so by applicable law. If the Company is required to withhold tax, the amount withheld shall be deducted from the commission payment and the Company shall provide the Affiliate with documentation of the withholding.

14.3. The Affiliate shall provide the Company with all tax documentation reasonably requested, including but not limited to: (a) W-8BEN or W-9 forms (for US tax residents or non-residents); (b) VAT registration certificates (where applicable); (c) tax residency certificates; (d) any other documentation required for the Company's compliance with tax reporting obligations.

14.4. The Affiliate shall indemnify the Company against any tax liability, penalty, interest or cost arising from the Affiliate's failure to comply with its tax obligations.

15. AMENDMENTS TO THESE GENERAL TERMS

15.1. The Company reserves the right to amend these General Terms at any time at its sole discretion. The amended version shall be published on the Company's website.

15.2. The amended General Terms shall enter into force 15 (fifteen) days after publication or notification, whichever is later. If the Affiliate does not agree with the amended terms, the Affiliate may terminate the Agreement within those 15 days. Continued participation in the Affiliate Programme after the effective date of the amendment shall constitute acceptance of the amended General Terms.

16. TERM AND TERMINATION

16.1. These General Terms shall enter into force upon the Affiliate's enrolment in the Affiliate Programme by registration on the Platform and are concluded for an indefinite period. Where a separate Affiliate Partnership Agreement has been executed between the Parties, these General Terms form an integral part of that Agreement; in the event of conflict, the provisions of the Agreement shall prevail.

16.2. Either Party may terminate these General Terms (and the Agreement, where one has been executed) at any time by written notice to the other Party, without any obligation to state reasons. Where no separate Agreement has been executed, termination of these General Terms shall simultaneously constitute removal of the Affiliate from the Affiliate Programme. Termination shall take effect immediately upon receipt of such notice, unless a later date is specified therein.

16.3. The Company expressly reserves the right to terminate these General Terms (and the Agreement, where one has been executed) immediately, without notice and without stating reasons, and to remove the Affiliate from the Affiliate Programme, in any of the following circumstances: (a) breach of any provision of the Agreement or these General Terms; (b) failure to generate any Qualifying Sale during any calendar month; (c) publication of content that, in the Company's sole opinion, fails to meet the applicable quality standards; (d) any conduct that, in the Company's sole opinion, is detrimental to the reputation of the brand; (e) inactivity in the promotion of the Product.

16.4. Upon termination of these General Terms or the Agreement (as applicable) for any reason: (a) the Affiliate shall be immediately removed from the Affiliate Programme and shall cease using all materials, links and coupon codes of the Company; (b) the entitlement to recurring commission for subscription customers shall cease on the date of termination; (c) the Company shall pay the Affiliate only such commission as has been earned and become due prior to the date of termination, provided that the minimum payout threshold has been reached and no grounds for withholding exist; (d) the licence granted by the Affiliate in respect of Affiliate Content shall survive termination in accordance with Section 7.

16.5. In the event of a sale, merger or transfer of the Company's business to a third party, the Company shall be entitled to assign these General Terms and the Agreement (where executed) to the successor entity, of which the Affiliate shall be notified. The Affiliate shall be entitled to terminate these General Terms (and the Agreement, where applicable) within 30 (thirty) days of receipt of such notification.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1. These General Terms and any dispute arising out of or in connection therewith shall be governed by and construed in accordance with the laws of the Republic of Croatia.

17.2. The Parties agree to use their best efforts to resolve any disputes arising out of or in connection with these General Terms amicably. In the event that an amicable resolution cannot be reached, any dispute shall be submitted to the exclusive jurisdiction of the competent court in Varaždin, Republic of Croatia.

18. FINAL PROVISIONS

18.1. Severability. If any provision of these General Terms is held to be invalid, illegal or unenforceable, the validity of the remaining provisions shall not be affected. The invalid provision shall be deemed replaced by a valid provision that most closely reflects the economic intent of the original provision.

18.2. No Waiver. The failure of the Company to enforce any provision of these General Terms shall not constitute a waiver of the Company's right to enforce such provision or any other provision in the future.

18.3. Entire Agreement. These General Terms, together with the Agreement (where executed), constitute the entire agreement between the Parties with respect to the Affiliate Programme and supersede all prior or contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

18.4. Independent Contractor. The relationship between the Company and the Affiliate is that of independent contracting parties. Nothing in these General Terms shall be construed as creating an employment relationship, partnership, joint venture, agency or franchise between the Parties.

18.5. No Assignment. The Affiliate may not assign, transfer, delegate or subcontract any of its rights or obligations under these General Terms to any third party without the prior written consent of the Company. The Company may assign these General Terms to a third party in accordance with Section 16.5.

18.6. Notices. All notices under these General Terms shall be given in writing and shall be deemed duly given when sent by email to the address registered on the Platform (for the Affiliate) or to the Company's contact email address as published on its website (for the Company).

18.7. Language. These General Terms are drafted in the English language. In the event of any translation, the English version shall prevail in the case of any discrepancy.

18.8. Electronic Acceptance. These General Terms shall be deemed accepted upon completion of the onboarding or registration process on the Platform, regardless of whether a separate Affiliate Partnership Agreement has been executed. Electronic acceptance shall have the same legal effect as a handwritten signature. No separate or subsequent act of acceptance shall be required.

OralAdvance Laboratories d.o.o.
Zadarska ulica 1, 42103 Varaždin, Croatia