Affiliate Agreement

Welcome to Erosscia. Soixante9 Development Group Inc., (“Soixante9”) located at 4140 Evans Avenue, Suite 100, Ft Myers, FL USA, provides your Affiliate services subject to notices, terms and conditions as set out below.  By accessing and using this Affiliate portal, you agree to all the terms and conditions in this agreement.  Please read them carefully.

Soixante9 is in the business of providing adult products (“Product”, “Products”) to its customers. Specifically, Soixante9 makes a Product line branded as “Erosscia™” (“Erosscia Brand Products”), which shall be the subject of this Agreement.  Soixante9 desires to engage Affiliates for assisting Soixante9 in the sale of Erosscia Brand Products to Erosscia’s customers (collectively, “Affiliate Services”).  Affiliate desires to provide such Affiliate Services as defined and limited by Soixante9.  As such, Soixante9 and Affiliate (also referred to herein as “Party” in the singular and “Parties” in the plural) desire to define the terms and conditions applicable to Affiliate’s performance of such Affiliate Services.  Soixnate9 and Affiliate hereby agree as follows:

• Length of Agreement.  The Parties agree that this Agreement will last from this agreement’s Effective Date for a term of one (1) year (“Initial Term”), unless otherwise terminated by either Party as per the provisions hereunder.  The Agreement will automatically renew for one (1) year periods (each a “Renewal Term”) unless either Party provides written notice to the other of its intent to not renew prior to end of the Initial Term or current Renewal Term as applicable. 
• Enrolment.  The Parties agree with regards to the enrolment of Affiliate under this Agreement as follows:
  • Affiliate desires to enroll as one of Soixante9’s affiliates to provide Affiliate Services strictly for the Erosscia Brand Products on behalf of Soxiante9.
  • Affiliate understands and agrees that Soixante9 may reject Affiliate’s enrolment for any or no reason and that Soixante9 is not obligated in any fashion to provide a rejection reason to Affiliate.
  • Affiliate understands that Affiliate’s relationship with Soxiante9, should Soixante9 accept Affiliate, is non-exclusive in nature and that Soixante9 may engage other such affiliates at Soixante9’s sole discretion.
  • Affiliate understands that the scope of Affiliate Services that Affiliate may provide is defined and limited strictly to the terms as specified in this Agreement.
  • Affiliate understands and agrees that enrolment applies strictly to Affiliate’s business only and does not include subsidiaries, unless otherwise listed as a party to this Agreement.  Any other subsidiaries not considered under this Agreement must submit separate enrolment agreements. 
  • Affiliate understands and agrees that this Agreement has no force or effect until an Affiliate code or link is generated thus constituting Erosscia’s acceptance of Affiliate.
• Responsibilities of Soixante9 .  Soixante9 shall have the following responsibilities at all times during the term of this Agreement:
  • Soxiante9 will promote Affiliate on its website as an Authorized Affiliate as appropriate.
  • Soxiante9 will provide online training on the use of Products to Affiliate’s personnel at no cost.
• Responsibilities of Affiliate.  Affiliate shall satisfy the following responsibilities at all times during the term of this Agreement:
  • Affiliate and its personnel shall use commercially diligent efforts to provide services, in a manner consistent with the standards generally observed by a professional in the industry to which such services performed can be classified, in accordance with the terms and conditions set forth. 
  • Affiliate and its personnel shall conduct behaviour in a manner consistent with the high image, reputation and credibility of Soixante9 and its Products and shall not knowingly engage in any activities that reflect adversely on Soixante9 or its Products.
  • Affiliate shall not represent to any other Party that Affiliate has any authority to bind Soixante9 in any fashion.  While Affiliate may endorse Products, Affiliate shall not make any warranties or other representations regarding the Products.
  • Affiliate shall strictly follow the guidelines as provided by the Soixante9 as to the marketing of Products and Services.  Affiliate shall only use promotional materials approved by Soxiante9.
  • If Affiliate has an Internet presence, Affiliate may include links to Soixante9 Product websites as authorized by Soxiante9.  Affiliate shall not advertise Products on websites that promote violence, pirated materials, or sites that promote discrimination based on race, sex, religion, national origin, or physical disability or sites that promote illegal activities.  For email-based marketing, Affiliate may only use Soixante9 and its Product names in emails to prospective customers that have been “opted-in”; Affiliate shall not send emails containing Soixante9 or its Product name through any form of bulk mail or Internet spam.
  • Affiliate shall at all times honour Soxiante9’s trade names, trademarks, and copyrights.  Affiliate shall not use Soxiante9’s trade names, trademarks, and copyrights without prior written permission from Soxiante9.  Furthermore, Affiliate understands that the Soxiante9’s Products may be designed to work with the products of third parties.  Affiliate shall also honour the trade names, trademarks, and copyrights of such third parties.
  • Affiliate shall disclose to Soixante9 any current business relationships that Affiliate has which would interfere with or otherwise be a conflict of interest with Affiliate’s performance of Affiliate Services under this Agreement.
  • Affiliate shall comply with all applicable laws in Affiliate’s country, state, province, and local jurisdiction in performance of Affiliate’s duties under this Agreement.
• Scope and Limitations of Affiliate’s Authority.  The Parties agree as follows with regards to the scope and limitations of Affiliate’s authority under this Agreement:
  • Affiliate shall be entitled only to provide those Affiliate Services as specified in Schedule A (“Scope of Affiliate Services”).  Affiliate shall not provide any Affiliate Services not explicitly authorized by Soixante9 in Schedule A.  After the Initial Term, Soixante9 may change the scope of Affiliate Services as provided in Schedule A.  The Parties may also mutually decide to change Schedule A any time prior to the end of the Initial Term.  In any such instance, Soixante9 shall issue a new Schedule A to Affiliate reflecting such change, which shall, as of the effective date stated thereon, supersede the prior Schedule A.  Affiliate acknowledges and agrees that it neither has, nor will acquire, any vested or proprietary right or interest with respect to the Affiliate Services that Affiliate may provide.  Currently, this Agreement covers only Erosscia Brand Products.  Should Soixante9 decide to use Affiliate for selling other Products of Soxiante9, the Parties may issue a new Agreement or may update its Schedules as needed to reflect such other Products.
  • Affiliate shall be entitled to provide Affiliate Services according to the geographic territory, industry segment, and/or customer(s) as designated on Schedule B (“Territory/Industry/Customer Limitations”).  Affiliate shall not provide Affiliate Services in any geographic territory or industry segment or to any customer, if specified, not explicitly authorized by Soixante9 in Schedule B.  After the Initial Term, Soixante9 shall have the right, at its sole discretion, to change the limitations as found in Schedule B.  The Parties may also mutually decide to change Schedule B any time prior to the end of the Initial Term.  In any such instance, Soixante9 shall issue a new Schedule B to Affiliate reflecting such change, which shall, as of the effective date stated thereon, supersede the prior Schedule B.  Affiliate acknowledges and agrees that it neither has, nor will acquire, any vested or proprietary right or interest with respect to a territory or industry segment, any Soixante9 customers found in such territory or industry segment, or to any specific Soixante9 customer.  Affiliate further acknowledges and agrees that any goodwill accruing in a specific territory or industry segment or specific customer, with respect to Soixante9 or The Products shall be considered the property of Soixante9 rather than Affiliate.
  • Affiliate shall have no authority to accept orders for Products on behalf of Soxiante9, only to solicit such orders.  Affiliate shall have no authority to obligate Soixante9 to sell Products to any party.
  • Affiliate shall have no authority to discuss or otherwise modify any such prices, credit terms, sales programs, promotions, discounts, or other terms or conditions of sale, to authorize any customer to return Products to Soixante9 for credit, or to obligate or bind Soixante9 in any other manner.  Affiliate acknowledges Soixante9 as the sole authority for the foregoing.
  • Affiliate at no time shall engage in any unfair trade practices with respect to Soxiante9, Erosscia or its Products, and shall make no false or misleading representations with respect to Soixante9, Erosscia or its Products.  Affiliate shall refrain from communicating any information with respect to guarantees or warranties regarding its Products, except such as are expressly authorized by Soixante9 or are set forth in Soixante9’s and/or Erosscia’s literature or other promotional materials.
  • Affiliate shall not subcontract or enter into any business relationships with other parties in regard to the Affiliate Services without the express written approval of Soxiante9.
• Authorized Affiliate Services:  Affiliate is authorized to provide Affiliate Services only within the following areas of activity:
  • Erosscia Brand Products Sales. Affiliate is authorized to promote, market, and solicit sales of any Erosscia Brand Products to any new customer (“Customer”) of Soxiante9.   Affiliate Services are further limited by Schedule B.
  • Affiliate is authorized to provide Affiliate Services only within the following limitations (“Limitations”):
  • Country List. Unless otherwise notated herein, Affiliate is strictly authorized to provide Affiliate Services to any Customer that has offices located within Approved Countries as noted below.  If a Customer has offices in countries both inside and outside the Approved Countries, Affiliate shall strictly limit Affiliate Services to the Approved Countries.
    • Approved Countries:   All countries except hose where the U.S. export regulations restrict imports and exports to certain destinations without a U.S. Government authorization (called “license”).  Embargoes sanctions (RUSSIA, CRIMEA – REGION OF UKRAINE, CUBA, IRAN, NORTH KOREA, and SYRIA) prohibit ALL transactions (including imports and exports) without a license authorization.
    • Soixante9 shall have the right, from time to time, at its sole discretion, to discontinue or modify approved countries in whole or in part.
  • Individual Limitations as noted above are considered equally controlling with regard to the scope of Affiliate Services.  If Affiliate provides Authorized Affiliate Services outside the Limitations, Affiliate understands that Soxiante9, in its sole discretion, may do any or all of the following:
    • Withhold payment of any Commissions due.
    • Require Affiliate to pay additional fees to Soxiante9, as solely determined by Soixante9 based upon the egregiousness of the conduct by Affiliate and the value of any corresponding contract obtained by Affiliate outside its Limitations.
    • Restrict Affiliate’s Limitations further.
    • Terminate the Agreement.
• Compensation.  The Parties agree as follows with regards to any Fees paid by Affiliate to Soixante9 as well as any Compensation Affiliate may receive under this Agreement:
  • Affiliate shall receive no compensation under any circumstances with respect to i) any Product orders that do not use Affiliate’s Referral Code; ii) any unaccepted Product orders; and iii) any Product orders received more than ninety (90) days after termination of this Agreement.
  • After the Initial Term, Soixante9 shall have the right, from time to time, at its sole discretion, to discontinue or modify its commission and/or incentive programs, and practice in whole or in part.  In any such instance, Soixante9 shall notify Affiliate within thirty (30) days of such change and the new commission and/or compensation plans or programs shall, as of the effective date stated thereon, supersede the prior amounts. 
  • Affiliate shall pay all fees due to Soixante9 as stated in Schedule C (“Compensation”), which explains fees, depending on the type of Affiliate Services provided by Affiliate that Affiliate must pay to Soixante9 to be considered as an Authorized Affiliate.
  • Commission:  Soxiante9 shall pay Affiliate a commission (“Commission”), determined as follows provided the Agreement is in effect and the Affiliate (a) follows the process described herein, (b) Soixante9 receives full payment from such Referred Customer for its products; and (c) you are not in breach of this Agreement.
    • Each Unit of Product made to a Referred Customer: Affiliate will receive a Commission of sixteen percent (16%) of Customer orders, as calculated on the purchase price of such Customer orders less sales taxes and any discounts provided to such Customers.
    • In addition, from time-to-time Soixante9 reserves the right to engage in certain incentive activities for which details will be provided with each incentive.  These incentives are at Soixante9’s sole discretion and do not constitute an ongoing commission structure. 
  • Affiliate Referral Link (“ARL”):  Soxiante9 shall pay Affiliate only for those orders from Customers that utilize the Affiliate specific ARL provided to each Affiliate.  Affiliate shall only be compensated, per the terms of this Agreement, to the extent that sales are traceable through the specific and unique ARL.  
  • Returns: Should an Affiliate Customer return a Product, Soixante9 will not charge back Affiliate for Commissions on such returned Products, limited to no more than two (2) such returns per calendar year.  For any returns above this, Soixante9 will issue a charge-back on the Commission paid to Affiliate at the current Commission rate (“Commission Charge-back”).  Soixante9 shall offset such Commission Charge-backs against any future Commissions due to Affiliate, until such time as all Commission Charge-backs are satisfied.
  • Payment Terms:  Soixante9 shall accumulate any Commissions due to Affiliate on a calendar monthly basis.  Soixante9 shall pay such accumulated Commissions by the 25^th of the following month.  Payment shall be made by company check unless the Parties agree to some other payment method.  Affiliate is responsible for any processing fees related to the agreed-upon payment method.
• Customer service : (i) Soixante9 will be responsible for handling all customer inquiries, product orders, customer billing and collection, product shipment relative to customers that enter the Owner’s site through the links from the Affiliate’s site. Pricing of Soixante9 products and Soixante9 reserves the right to change the pricing structure, terminate any special offers, discontinue products, or change the terms under which products are offered at any time, without any advanced notice to the Affiliate. Soixante9’s ’s only responsibility to the Affiliate in this regard is to track customer orders that occur through links from the Erosscia website and make reports to the Affiliate of the commissions due to the Affiliate as a result thereof. All such reports shall be un-audited. Soixante9 will have no obligation to provide the Affiliate with any specific information relative to any customer, regardless of whether they access the Erosscia site through the link from the Recipient’s site. (ii) Soixante9 is not responsible for the failure to assign any sale or commissions to the Affiliate if the same results from the improper formatting of the link from Erosccia’s website. The Affiliate should assure at all times that the link is appropriately formatted and report any problems that the Affiliate may have with the same to Soixante9 immediately.

• Intellectual Property.  Affiliate understands that all intellectual property rights in any Product remains solely with Soixante9.  Furthermore, Affiliate agrees that any ideas or modifications to any Product (collectively, “Inventions”) that Affiliate may present to Soixante9 are considered to be a “work for hire” and shall be therefore exclusively vested in Soixante9 and/or automatically assigned to Soxiante9.  During the Initial Term of this Agreement plus any Renewal Terms and for a period of three (3) years after the Termination of this Agreement, Affiliate shall not file any patents, trademarks, or copyrights, whether based on Inventions or any Soixante9 Product.  Affiliate agrees to promptly execute any documents necessary for Soixante9, at the sole cost and expense of Soixante9, to perfect Soixante9’s rights in such Inventions. The terms of this Section shall survive the termination and/or expiration of this Agreement.
• Indemnification.  Each Party will indemnify, defend, and hold harmless the other Party from and against any claims involving damage to person or tangible personal or real property caused by the indemnifying Party’s breach of this Agreement, negligence, or wilful misconduct, provided the indemnified Party promptly notifies the indemnifying Party in writing of any such claim and, provided further, that the indemnifying Party shall have the right to control such defence and negotiations for its settlement and compromise. In no event shall the indemnified Party have the right to settle any such claim, lawsuit or proceeding without the indemnifying Party’s prior written consent. The indemnified Party may participate in such proceedings at its own cost and expense.
• Taxes. Affiliate shall be responsible for payment of all employment and income taxes relating to Affiliate’s services under this Agreement.  Soixante9 shall be responsible for collecting and submitting sales tax for the sales of any Product by Affiliate.  Should Soixante9 have to make any such payment of employment and income taxes on behalf of Affiliate, for reasons attributable of Affiliate, Affiliate shall repay such amounts to Soixante9 including any interest and penalties assessed to Soxiante9.

• Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, Affiliate shall keep secret and retain in strictest confidence, and shall not, without the prior consent of Soixante9, furnish, make available or disclose to any third party or use for the benefit of itself (except as necessary to fulfil the purposes of this Agreement) or any third party, any Confidential Information of Soixante9. As used herein, “Confidential Information” shall mean any information relating to business or affairs of Soixante9, including but not limited to, the any Product or services offered by Soixante9, information relating to financial statements, business strategies and plans, customer identities, customer accounts, potential customers, employees, suppliers, servicing methods, equipment, programs, style and design strategies and information, analyses, profit margins, or other proprietary information used by Soixante9 in connection with its business.  Confidential Information also includes sensitive information of Soixante9 customers and their customers, including, but not limited to, names, addresses, phone numbers, social security numbers, account numbers, financial information, and health information.  Notwithstanding the foregoing, Confidential Information shall mean that which is so marked or indicated at the time of its disclosure or that can reasonably be construed to be confidential. The foregoing confidentiality obligations will not apply to Confidential Information that (i) is already known to Affiliate prior to disclosure by Soixante9; (ii) is or becomes a matter of public knowledge through no fault of Affiliate; (iii) is rightfully received from a third party by Affiliate without a duty of confidentiality; (iv) is independently developed by Affiliate; (v) is disclosed by Soixante9 to a third party without a duty of confidentiality on the third party; (vi) is disclosed under operation of law; or (vii) is disclosed by Affiliate with the prior written approval of Soixante9. Affiliate shall insure that Confidential Information is disclosed only to those of its employees and formal subcontractors (for whom Affiliate shall be fully responsible) whose functions require that they obtain access to the Confidential Information to carry out the purpose of this Agreement, that have been informed of the confidential nature and obligations of Affiliate with respect to the Confidential Information and who are subject to a general written agreement committing such employees and formal subcontractors to conduct that would not violate Affiliate’s obligations listed in this Section with respect to such Confidential Information if such conduct was committed by Affiliate.  Affiliate’s obligations pursuant to this Section shall survive the termination/expiration of this Agreement.
  • Exception. The duty to maintain confidentiality shall exist beyond the terms of this Agreement and the conditions contained in provision 10 with respect to and (a) intellectual property; (b) business operations, material or information that is proprietary in nature and necessary with the operation of Soixante9; (c) client lists, client information; or (d) information that if not maintained as confidential would negatively impact business operations or revenues of Soixante9.  Such information is to be maintained as confidential without a limitation on time beyond the termination of this Agreement or any period of time contained in any provision herein. 

• Termination.
  • Notwithstanding anything to the contrary in this Agreement, either Party may terminate this Agreement and without any obligation for any Affiliate Services that have not been rendered by Affiliate as of the date of notice of termination, upon thirty (30) days’ notice via e-mail, facsimile or hand delivery.  Upon such notice of termination, Affiliate shall immediately cease providing Affiliate Services, shall cease representing itself as an Authorized Affiliate of Soixante9, and shall return any Confidential Information in Affiliate’s possession to Soixante9 (collectively, “Termination Obligations”) and certify to Soixante9, in writing, that it has performed its Termination Obligations.  Affiliate’s obligations pursuant to this Section shall survive the termination/expiration of this Agreement.
  • Should the Affiliate (i) materially breach the terms of this Agreement (including, without limitation, the obligation of confidentiality in Section 12; (ii) commits an act that would violate the Code of Conduct attached and incorporated by reference or bring shame or disgrace to Soixante9 and/or its brands e.g. Erosscia; (iii) commits a felony or misdemeanour (except non-alcohol related traffic citations or soft drug possession); (iv) or violates Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising, including but not limited to the use of unsolicited commercial email (UCE) or SPAM campaigns, Soixante9 shall have the right to terminate this Agreement effective immediately by giving notice to Contractor. Termination of this Agreement by the Company shall not limit any other right or remedy which the Company may have under this Agreement, at law, in equity or otherwise.
• No Other Relationship or Interest. The Parties agree that Affiliate will at all times be considered an independent contractor, and that this Agreement does not create any other relationship or legal interest between the Parties, including, but not limited to, employer/employee relationship, license, title, guarantee of work, or right to use any Confidential Information, except as specified by this Agreement.
• Disputes and Governing Law. The laws of the State of Nevada in the United States without regard to any conflict of law principles govern this Agreement. 
• Arbitration. In the event that the Parties cannot amicably resolve a dispute or damage claim resulting from this Agreement, the Parties agree to resolve any such dispute or damage claim by arbitration.  All such disputes or damage claims shall be submitted to binding arbitration in Clark County, Nevada, United States before a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association.  The decision of the arbitrator shall be final and binding and shall be enforceable in any court of competent jurisdiction.  The arbitrator may grant equitable remedies consistent with the provisions of this Agreement, but shall not have the authority to impose an award of punitive, exemplary or multiplied damages.  Neither party can resort to arbitration proceedings unless (a) there has been no resolution of the dispute within thirty (30) days of initiation of discussions; or (b) interim relief from a court is necessary to prevent serious or irreparable injury to one party or to others, or (c) an arbitration must be initiated sooner to avoid the running of the applicable statute of limitations.  The Parties agree that the arbitrator’s findings are final and that judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.

• Limitations on Assignment.  Affiliate may not assign, transfer or sell all or any of its rights under this Agreement or delegate all or any of its obligations hereunder, without the prior written consent of Soixante9.  Soixante9 may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns.
• General.  No alteration or modification of this Agreement or any Schedules shall be valid unless made in writing and signed by an authorized Affiliate of each Party. The waiver by either Party of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach and any waiver must be in writing and signed by an authorized Affiliate of the Parties hereto.  If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.  Any notice or other communication required or permitted hereunder shall be given in writing to the other Party at the address stated above, or at such other address as shall be given by either Party to the other in writing.  Neither Party shall be liable to the other for any delay or failure to perform due to causes beyond its reasonable control; performance time shall be considered extended for a period of time equivalent to the time lost because of any such delay. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled and apply to respective successors and rightful assignees. This Agreement, including all Schedule(s), constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all agreements, proposals, representations and other understandings, oral or written, of the Parties. 
• Affiliate acknowledges by accessing and using this Soixante9 Affiliate portal, you agree to all the terms and conditions in this agreement and code of conduct.

 

Soixante9 Code of Conduct

“…our souls may be consumed by shadows, but that doesn’t mean we have to behave as monsters.” – Emm Cole, The Short Life of Sparrows “Be classy, be smart, be real, but most importantly be nice.”― Germany Kent What does it mean to “rise above?” When discriminatory laws are passed that target transgender population, such as criminalizing the use of restrooms, we will rise above and ensure that facilities we participate with do not.

As we advance and promote playful sexual expression, delighting customers, surpassing our competitors in quality and value and creating customer evangelists, our conduct is evident in everything we do from our products to the way we treat others. Its more than following the law and acting honourably, its rising above with respect and class to everyone. A single document can never outline every behaviour or every single course of action, rather we look to each person who receives any compensation, be that product, wages or payment for services, to act in a manner that does not harm others or oneself, from any viewpoint, be honest and transparent to yourself and others, be accountable in thoughts and actions to accept, encourage, respect and embrace diversity in all forms, including that of thought and expression.

Privacy, Security, and Freedom of Expression

• Always remember that we are asking people to trust us with personal information, whether that be as simple as their address, credit card information or sexual preferences. Preserving that trust requires that each of us respect and protect the privacy and security of that information. Our security procedures strictly limit access to and use of users’ personal information and require that each of us take measures to protect user data from unauthorized access.
• Soixante9 is committed to advancing privacy and freedom of expression around the world. Where user privacy and freedom of expression face challenges, we seek to implement internationally recognized standards that respect those rights.

Responsiveness

• Part of being accountable, transparent and honest is being responsive. Recognize feedback and do something about it. Take pride in responding to communications, whether questions, problems, or compliments. If something is broken, take the initiative to find a solution or improve it. Consistent process improvement is a hallmark of Soixante9.

Caring

• Transparency, accountability and honesty requires respect and support. Support means that those associated to Soixante9 do the utmost to encourage everyone to achieve their dreams and potential, even if that is outside of Soixante9. Honesty means constructive criticism, not negativity. Contribute to an environment that is free of harassment, intimidation, bias and discrimination. Soixante9 prohibits discrimination, harassment and bullying in any form – verbal, physical or visual. Soixante9 will not tolerate any level of violence or the threat of violence including the possession of a weapon, that is any device used with an intent to injure, defeat, or destroy.

Substances

• Soixante9 has a policy of tolerance. Soft drugs and alcohol are tolerated as long as they do not lead to impaired performance or inappropriate behavior, endanger the safety of others or violate Soixante9’s Code of Conduct. While Soixante9 tolerates possession and cultivation of soft drugs or alcohol for personal use, importing, exporting, trafficking, distribution or sales are not tolerated. The use, possession or cultivation of hard drugs, i.e. heroin, cocaine, amphetamine, LSD and ecstasy are not tolerated.

Morality

• As our conduct is evident in everything we do, we ask you to go beyond following the law and acting honorably, Soixante9 will not tolerate any actions that result in:
• being charged with committing a misdemeanor of moral turpitude that is punishable by a prison term of at least 6 months or a felony (regardless of the length of prison term associated with such offense)
• commits or is accused of committing an act involving moral turpitude under federal, state or local law (regardless of whether or not such act involving moral turpitude is a misdemeanor or felony)
• violates the terms of any parole or probation to which they are or may become subject
• commits an act of significant public disrepute or becomes the subject of a scandal such that Soixante9 believes, in its sole discretion, that the marketability of or Erosscia and WildBaller’s corporate image has been or will be negatively affected.

Avoid Conflicts of Interest

• When you are in a situation in which competing loyalties could cause you to pursue a personal benefit for you, your friends, or your family at the expense of Soixante9 or our customers, vendors or those associated to Soixante9, you may be faced with a conflict of interest. Soixante9 asks you to avoid conflicts of interest and circumstances that reasonably present the appearance of a conflict.
• Please ensure that you are using reasonable judgement when accepting gifts, entertainment and other business courtesies, particularly from a competitor or business partner. Inexpensive, “token” non-cash gifts are acceptable, as are infrequent and moderate business meals and entertainment.

Confidentiality & Confidential Information

• Soixante9 works hard to ensure we receive press and public attention, however, certain kinds of company information, if leaked prematurely, can hurt our product launches, eliminate our competitive advantage and prove costly in other ways. In addition to ensure that you do not reveal Confidential material, ensure that you also:
• properly secure and dispose of Confidential material through common data destruction methods i.e. shredding
• safeguard Confidential information that Soixante9 receives from others under non-disclosure agreements;
• take steps to keep our trade secrets and other Confidential intellectual property secret
• ensure that information that appropriately denoted as “Confidential” and handle in accordance with polices
• Please pay special attention to visual files, pictures and videos, ensuring that those media do not disclose confidential information or cause harm in any fashion.
• You are a valuable part of our partners and competitors respecting our fair business ethics. Please ensure that you do not find yourself in possession of confidential information from partners and competitors. Do not take advantage of a competitor’s or other confidential information.

Intellectual Property

• Soixante9’s intellectual property rights (our trademarks, logos, copyrights, trade secrets, and patents) are among our most valuable assets. Unauthorized use can lead to their loss or serious loss of value. You must respect all copyright and other intellectual property laws, including laws governing the fair use of copyrights, trademarks, and brands. You must never use Soixante9’s (or its affiliated entities’) logos, marks, or other protected information or property for any business or commercial venture without pre-clearance. We strongly encourage you to report any suspected misuse of trademarks, logos, or other intellectual property to Management.

Financial Integrity and Responsibility

• The money we spend on behalf of Soixante9 is the company’s and our shareholders. Ensuring that we spend money wisely ensures profitable financial performance enabling research and development, support of our communities and a return on shareholder investment. Each of us have a role in making sure that money is appropriately spent, our financial records are complete and accurate, and internal controls are honored.
• When you submit an expense for reimbursement or spend money on Soixante9’s behalf, ensure that you are authorized to do so, ensure that the cost is reasonable, directly related to company business and supported by appropriate documentation.

Competition Laws

• Most countries have laws – known as “antitrust,” “competition,” or “unfair competition” laws – designed to promote free and fair competition. Generally speaking, these laws prohibit 1) arrangements with competitors that restrain trade in some way, 2) abuse of intellectual property rights, and 3) use of market power to unfairly disadvantage competitors. Soixante9 is committed to fair business ethics so please make yourselves familiar with applicable policies and laws including anti-bribery laws – don’t bribe anybody, anytime, for any reason.

Finally…

• It is impossible to spell out every possible scenario we might face. This document is a framework and a guide for our code of conduct. We work in the shadows – by virtue of advancing and promoting playful sexual expression – we are different. Beyond the words in this code of conduct, don’t be a monster, be classy, be smart, be real, but most importantly be nice.

• Revised March 24^th, 2022