INDEPENDENT COMMERCIAL MEMBERSHIP AND DISTRIBUTION AGREEMENT

BETWEEN:

SHARING GROUP SARL, a limited liability company with share capital of 999,900 FCFA, whose registered office is in Douala, Cameroon, registered in the Trade and Personal Property Credit Register (RCCM) under number CM-DLA-01-2025 – B12-00451, hereinafter referred to as the “Company”.

OF THE FIRST PART,

AND:

Any natural or legal person of legal age and capacity who has completed the online registration form on the Company’s official platform and expressed acceptance of these terms, hereinafter referred to as the “Distributor”.

OF THE SECOND PART.

ARTICLE 1: PURPOSE OF THE AGREEMENT

This agreement defines the legal, commercial and ethical conditions under which the Distributor is authorized to promote and distribute SHARING GROUP SARL products and services and to develop a distribution network in accordance with the current compensation plan.

ARTICLE 2: ADMISSION AND CONCURRENT STATUS

Membership is open to anyone who meets the eligibility conditions.

The Distributor expressly acknowledges that any status as a shareholder or partner of SHARING GROUP SARL is entirely independent of this agreement. Consequently:

Income from distribution activities (commissions and bonuses) is separate from dividend rights attached to the share capital.

Failure to comply with this agreement may result in termination of Distributor status without affecting shareholder status, subject to the Company’s articles of association.

ARTICLE 3: LEGAL STATUS AND INDEPENDENCE

The Distributor operates as an independent service provider. The Distributor is neither an employee, salaried agent nor legal representative of the Company.

The Distributor is solely responsible for paying taxes and social security contributions in accordance with the laws in force in Cameroon. There is no relationship of subordination between the Distributor and the Company.

ARTICLE 4: REMUNERATION (COMPENSATION PLAN)

The Distributor receives commissions and bonuses calculated on the basis of the sales volume generated (PV/Point Values) by the Distributor and their network, according to the marketing plan (binary, matrix or other) in force at the time of the transaction. The Company reserves the right to amend the compensation plan after informing members in advance.

ARTICLE 5: OBLIGATIONS AND ETHICS

Ethics: the Distributor undertakes to present the products and business opportunity fairly. Any guarantee of automatic or fixed earnings is strictly prohibited.

Intellectual property: use of SHARING GROUP SARL’s logos, trademarks and materials is strictly limited to promoting the activity covered by this agreement.

Confidentiality: the Distributor must protect their login credentials and keep the Company’s strategic information confidential.

ARTICLE 6: DATA PROTECTION AND SECURITY

In accordance with cybersecurity and data protection regulations, the Distributor is responsible for maintaining the confidentiality of their back office. The Company cannot be held liable for loss of funds resulting from the Distributor’s negligence in managing access credentials or bank details.

ARTICLE 7: TERM AND RENEWAL

This agreement is concluded for one (1) year from the date the registration is validated. It renews automatically for successive one-year periods unless either party gives notice of termination or the minimum activity requirements (Autoship) are not met.

ARTICLE 8: TERMINATION

The Company may terminate this agreement as of right in the event of:

Breach of compliance rules or fraud.

Public disparagement of the Company or its management.

Competing activity deemed harmful to the interests of SHARING GROUP SARL.

ARTICLE 9: GOVERNING LAW AND JURISDICTION

This agreement is governed by Cameroonian law and the OHADA Uniform Acts.

In the event of a dispute concerning the interpretation or performance of this agreement, the parties undertake to seek an amicable settlement within thirty (30) days. If no amicable agreement is reached, the dispute shall be brought before the competent court at the Company’s registered office in Douala.

ARTICLE 10: ELECTRONIC ACCEPTANCE

By checking the “I accept the terms and conditions of the distribution agreement” box, the Distributor acknowledges having read, understood and accepted all the clauses above, as well as the Company’s internal rules and compensation plan. This electronic action constitutes a firm and final signature.