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    Independent Sales Partner Agreement — Juno Creators

    Version of 05/11/2026 (version 1.0)

    The French version prevails in case of discrepancy.

    Article 1 — Parties and purpose

    1.1. This agreement is entered into between JUNO, a French SARL with a share capital of €10,000, 21 rue du Buisson Saint-Louis, 75010 Paris, France, RCS Paris 990 995 136, EU VAT number FR22990995136, contact@wearejuno.fr ("Juno"), and the natural or legal person whose application has been approved by Juno as an independent sales partner (the "Sales Partner").

    1.2. The Sales Partner presents Juno Creators services to companies (the "Brands"): campaigns with content creators, UGC content (through a plan or one by one), the Invitation - Gifting - Event plan. They refer interested Brands to Juno, which alone concludes the sales.

    1.3. The Sales Partner is remunerated solely by commissions, under the conditions of Article 7.

    Article 2 — Independence and no authority

    2.1. The Sales Partner acts independently. They freely choose their hours, days, methods and means and the companies they approach, and bear their own costs. Juno sets them no hours, schedule, targets or sales method, and does not control their activity. The Sales Partner works with their own tools, in particular their own phone and e-mail address.

    2.2. The Sales Partner has no authority to negotiate, conclude or sign anything in the name or on behalf of Juno, nor to bind Juno in any way. They present the Juno Creators offers and public prices, then refer the Brand to their personal link or to the Juno team. As soon as a Brand wishes to discuss a price, a discount, a time frame, the choice of creators or a specific condition, they put it in contact with Juno, which alone conducts that discussion. They promise no price, discount, time frame, creator or result.

    2.3. The Sales Partner does not present themselves as Juno's representative, agent or employee. They may describe themselves as an "independent sales partner of Juno Creators". This agreement is neither a mandate, nor a commercial agency contract, nor an employment contract.

    2.4. If Juno ever wishes to give the Sales Partner authority to negotiate or conclude sales in its name, a separate agreement, in writing and signed by both parties, provides for it. Without such an agreement, no authority of that kind exists, whatever the exchanges between the parties.

    Article 3 — No exclusivity

    3.1. This agreement is not exclusive. Juno may work with other sales partners and introducers, and prospect itself, anywhere and with any company. No sector and no clientele is reserved to the Sales Partner.

    3.2. The Sales Partner may carry on any other activity. During the agreement, they inform Juno before presenting the services of another company that offers campaigns or content produced by content creators.

    Article 4 — Registration, documents and entry into force

    4.1. The Sales Partner is of age and has a status allowing them to issue invoices: an active SIRET number in France, or an equivalent status under the law of their country. They provide Juno with their identity, status, registration number, VAT status and bank details, and keep them up to date.

    4.2. Juno may ask the Sales Partner, on signature and then every six (6) months, for proof of registration less than three (3) months old and, if they are established in France, a social contributions compliance certificate (attestation de vigilance) issued by the Urssaf. As long as a requested document is missing, Juno suspends payment of the commissions, without them being lost.

    4.3. Juno reviews the application and may approve or reject it without having to give reasons. The agreement takes effect when the Sales Partner accepts it online, in their account, after their application has been approved. The acceptance is recorded with the version of the text, its language, its digital fingerprint, the date and time, and the IP address and browser used. Juno then gives the Sales Partner a personal code and link.

    Article 5 — Attribution of a Brand

    5.1. A Brand is attributed to the Sales Partner in any of the following cases:

    • the Brand creates its account on Juno Creators after following the Sales Partner's personal link in the previous ninety (90) days, or enters the Sales Partner's code within thirty (30) days of creating its account, before any payment;
    • the Sales Partner has declared the Brand to Juno as a lead, from their account, and the Brand creates its account or places its first order while that lead is protected, that is for ninety (90) days from its declaration;
    • Juno attributes the Brand to the Sales Partner, exceptionally, where the Sales Partner proves their involvement.

    5.2. No Brand is attributed where it is already known to Juno: a Brand account, a quotation, a meeting or an exchange with Juno in the previous twelve (12) months, or a lead already protected for another sales partner or introducer. The lead is then marked as a duplicate and the Sales Partner is informed.

    5.3. A Brand is attributed to one beneficiary only: the first, by date and time, who meets the conditions of Article 5.1. The attribution is time-stamped and final.

    Article 6 — Conflicts of interest

    6.1. The Sales Partner declares that they have no link with the Brand they present: they are not its employee, officer, shareholder or agent, and do not act on its behalf. They declare to Juno, before the attribution, any such link and any family link with a person who decides the Brand's purchases. Juno may then refuse the attribution. Juno may check these declarations, in particular through the domain of the e-mail address and the registration number of the Brand.

    6.2. No commission is due on the collaborations of the Sales Partner themselves, where they are also a creator on Juno Creators, nor on those of the creators they represent.

    6.3. The Sales Partner receives no remuneration from the Brand for the same deal.

    Article 7 — Commission

    7.1. Basis. The commission is calculated on the amount exclusive of taxes actually received by Juno from the attributed Brand, after discount and less any refunds.

    7.2. Scale. The commission is set per product (campaigns with creators, including UGC content bought one by one and strategic support; UGC Content plan; Invitation - Gifting - Event plan), according to the scale in force provided to the Sales Partner in their account. The scale is shown in this text once the Sales Partner is signed in to their account. Gifting credits bought one by one, without a plan, give rise to no commission.

    7.3. Subscriptions. Only the first paid months of the Brand's subscription to a given offer, in the number set by the scale in force, give rise to commission, once only per offer and per Brand, regardless of any change of plan, interruption or resumption. The subscription must be taken out during the period following the Brand's first paid order set by the same scale. For a subscription paid annually, the commission applies to the share of the annual price corresponding to the months still to be commissioned, that is that number of months divided by twelve.

    7.4. Cap. For a given transaction, the commission does not exceed the share, set by the scale in force, of what Juno keeps on that transaction, that is the amount received, less what goes to the creators and the referral commissions due on that transaction.

    7.5. The commission is the Sales Partner's only remuneration: no fixed fee, no advance, no minimum and no reimbursement of expenses. It is stated exclusive of taxes, with VAT added where the Sales Partner is liable for it.

    7.6. Information. Juno informs the Sales Partner, in their account or by statement, of the sums received from their Brands, aggregated by month and by product, and of the details of their commissions. Details per campaign are not disclosed.

    Article 8 — Earning, statement and payment

    8.1. A commission is calculated when the payment is received. It becomes payable thirty (30) days after the payment is received, provided no refund or dispute has occurred.

    8.2. Juno draws up a monthly statement of payable commissions. They are paid by bank transfer as soon as their total reaches the threshold set by the scale in force; below that amount, they roll over to the following month.

    8.3. Payment is made against an invoice issued by the Sales Partner on the basis of the statement or, where the Sales Partner has mandated Juno to do so, against an invoice issued by Juno in the Sales Partner's name and on their behalf (self-billing, Article 289, I-2 of the French General Tax Code), within thirty (30) days of receipt of a compliant invoice.

    8.4. Clawback. If Juno refunds all or part of a sum to the Brand, the corresponding commission is cancelled or reduced accordingly. If it had already been paid, its amount is deducted from later commissions or, failing that, repaid by the Sales Partner within thirty (30) days of Juno's request.

    8.5. Commissions are income from the Sales Partner's professional activity. The Sales Partner is responsible for declaring them and paying the related taxes and contributions in their country. Juno reports the sums paid where the law requires it. Any bank fees charged by the Sales Partner's bank are borne by the Sales Partner.

    Article 9 — Presenting Juno and prospecting

    The Sales Partner undertakes to:

    • present Juno Creators and its services accurately and fairly, on the basis of the information, public prices and materials provided by Juno;
    • use Juno's name, trademark and materials only within the framework provided by Juno; create no social network account, page, website, listing or advertisement in Juno's name; not use any Juno e-mail address;
    • comply with the rules applicable to prospecting: the EU General Data Protection Regulation; the prohibition of unsolicited electronic messages; the right of any person approached to object, which every message must remind them of; the prohibition on calling a consumer without their prior consent (Article L. 223-1 of the French Consumer Code); as well as any equivalent rules in their country;
    • provide Juno with a contact's details only after collecting them fairly and being authorised to share them; Juno processes them in accordance with its privacy policy.

    Article 10 — Data

    10.1. The Sales Partner has no access to any of Juno's files. Their account shows them their leads, their attributed Brands, the sums received aggregated by month, and their commissions.

    10.2. Juno processes the Sales Partner's data (identity, contact details, status, documents, commissions, proof of acceptance of the agreement) to perform the agreement and to meet its accounting and tax obligations, in accordance with its privacy policy.

    Article 11 — Confidentiality and non-circumvention

    11.1. The Sales Partner keeps confidential the non-public information received from Juno: the scale, commercial terms, information on Brands and creators, sums received. They use it only for the performance of the agreement, during its term and for three (3) years after its end.

    11.2. During the agreement and for twelve (12) months after its end, the Sales Partner shall not arrange directly, between an attributed Brand and creators met through Juno, any services bypassing Juno.

    Article 12 — Term, amendment and termination

    12.1. The agreement is entered into for an indefinite term. Either party may end it at any time, in writing, with thirty (30) days' notice.

    12.2. In the event of a serious breach by the Sales Partner, in particular a false declaration of no link with a Brand, a promise made on Juno's behalf, fraud, unlawful prospecting or a breach of confidentiality, Juno may terminate the agreement without notice and cancel the commissions related to that breach.

    12.3. When the agreement ends, commissions on sums already received remain due under Article 8. Except in the case of termination for serious breach by the Sales Partner, commissions on Brands attributed before the end of the agreement continue to accrue until the end of the periods set in Article 7.

    12.4. Juno may amend the agreement or the scale. The amendment is notified to the Sales Partner at least thirty (30) days before it takes effect; it does not apply to Brands already attributed. The Sales Partner accepts it in their account or, if they refuse it, may terminate the agreement.

    Article 13 — Governing law and jurisdiction

    The agreement is governed by French law, regardless of the country in which the Sales Partner is established. The parties seek an amicable solution before taking any action. Failing that, and if the Sales Partner is a trader (commerçant), the dispute falls within the exclusive jurisdiction of the Tribunal des activités économiques de Paris (Paris Economic Activities Court, France). In all other cases, it falls within the jurisdiction of the competent court under the ordinary rules of jurisdiction.