Copy of Supply Agreement

FACE REALITY, INC.

This Supply Agreement (“Agreement”) is made effective as of the date the User accepts the terms herein or first accesses, downloads or uses any of the services or information (collectively, the “Services”) on the site and shall remain in effect for so long as the User uses or accesses any of the Services (the “Term”).  This Agreement is between the User (“Reseller”), and Face Reality, Inc., a California corporation (“Face Reality”), with its principal address of 155 Callan Avenue, San Leandro, CA  94577.  Reseller and Face Reality may be referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A.  Reseller is a licensed skin care professional (Physician, Nurse, Aesthetician, or Cosmetologist) and operates retail brick and mortar stores and an eCommerce website from which it conducts business on its own account and provides skin care products and services to third parties.

B.  Face Reality is a manufacturer of consumer beauty, cosmetic and/or skin care products.

C.  Reseller desires to acquire a supply of Face Reality’s Products (as defined below), and Face Reality wishes to supply and deliver such Products to Reseller, on the terms and conditions set forth herein.

Therefore, in consideration of the mutual agreements and promises set forth herein it is agreed:

AGREEMENT

1.  Supply of Products. During the Term of this Agreement and any extension hereof, Face Reality shall sell and supply Products to Reseller and Reseller shall buy from Face Reality such Products on a non-exclusive basis.  For purposes of this Agreement, the term “Products” means the products and accessories manufactured and/or sold by Face Reality and identified to Reseller from time to time.

1.1   Rights Granted. Subject to the restrictions set forth below, Face Reality hereby grants to Reseller the non-exclusive right, on the terms and conditions set forth herein, to purchase, inventory, promote and resell the Products to its clients and customers (the “End-Clients”) during the Term of this Agreement and any extension hereof. 
1.2  Restrictions. The Products containing the active ingredients set forth in Schedule A, attached hereto and incorporated herein by reference, may be sold by Reseller on its website only to clients and customers whose home care is managed as described in Schedule A.
1.3  Purchase Orders. Face Reality agrees to sell to Reseller the Products ordered either by (i) Reseller’s duly issued written purchase orders, (ii) electronically transmitted sales orders by e-mail, or (iii) phone orders (each, a “Purchase Order”) on the terms and conditions provided herein.  Each Purchase Order shall be deemed to be incorporated as part of this Agreement upon Reseller’s issuance thereof.  A Purchase Order shall be deemed accepted by Face Reality in the event Face Reality fails to provide proper written notice of rejection within forty-eight (48) hours of Reseller’s issuance of the Purchase Order.  Upon rejection of a Purchase Order, Face Reality shall refund the payment therefor. 
1.4  Exclusivity. This Agreement shall not impose any obligation of exclusivity on either Party hereto, and each Party shall be free to purchase and sell goods and services similar or identical to the Products from and to third parties, at its sole discretion.

2.  Terms of Sale; Payments. 

2.1  Terms of Sale. All sales of Face Reality’s Products to Reseller shall be made pursuant to this Agreement at such prices and on such terms, as Face Reality shall establish from time to time with at least sixty (60) days written notice (the “Purchase Price”). 
2.2  Payments. Reseller shall pay Face Reality for the Products at the time it submits the Purchase Order. 
2.3  Taxes. Reseller shall pay and be responsible for all taxes that are measured directly by the Purchase Price payments made by Reseller to Face Reality for the Products hereunder and which Face Reality is legally required to collect and pay over to tax authorities.  The taxes for which Reseller is responsible hereunder shall include sales, use and excise taxes, but shall exclude, without limitation, Face Reality’s franchise or business taxes, taxes based on Face Reality’s net income or gross receipts, and taxes from which Reseller is exempt by law as shown by a valid tax exemption certificate, when such a certificate is required.

3.  Shipment and Delivery. 

3.1  Shipping Fees. Reseller shall be responsible for all freight costs, insurance costs, and shipping fees, unless minimum order threshold for free shipping has been met, when applicable.
3.2  Title and Risk of Loss. Title to the Products shall remain with Face Reality until delivery and acceptance of the Products by Reseller.  Upon delivery, Reseller shall have seven (7) business days to inspect Products for any and all damage or defects, including but not limited to Products that deviate from any of Face Reality’s Product specifications.  Damaged or defective Product shall be rejected as non-conforming (“Non-Conforming Products”).  Additionally, any Product that is later found to be in violation of any warranty provided by Face Reality shall be considered Non-Conforming Product.  Face Reality shall be responsible for all costs associated with the return, destruction and/or replacement of Non-Conforming Products.

4.  Conforming and Non-Conforming Product. 

4.1  Conforming Product. “Conforming Product” is defined as Product which is fit for its intended purposes, free from defects in workmanship and of merchantable quality, and is produced and/or handled in full compliance with all applicable laws rules and regulations of Federal, State and local governments or regulatory agencies, and the terms and conditions of this Agreement.
4.2  Non-Conforming Product. Any Product that, in Reseller’s reasonable determination, is not produced and/or handled in compliance with Section 4.1 above is defined as “Non-Conforming Product.”
4.3  Returns Policy. 

4.3.1  Conforming Product. Face Reality will accept returns of all unopened undamaged, unexpired Conforming Products for up ninety (90) after delivery of said Products to Reseller (“Returned Product”).   Reseller will be charged a restocking fee equal to twenty percent (20%) of the cost of Returned Product if returned between thirty-one and ninety days (31-90) after delivery.  There shall be no returns of Conforming Products after ninety (90) days of delivery. 
4.3.2  Non-Conforming Product. For any Non-Conforming Product Face Reality shall either  (a) replace the Non-Conforming Products with Conforming Products as soon as commercially possible without any additional cost to Reseller,  or (b) credit or refund the Purchase Price paid, if any, for the Non-Conforming Products. 
4.3.3  Customer Returns and Complaints. Any complaints or requested returns of Product by the End-Clients of Reseller shall be processed by Reseller. If any of Reseller’s clients or customers contact Face Reality directly to request a return of Product, Face Reality shall notify Reseller and Reseller shall process such request.     

5.  Representations & Warranties. 

5.1  By Reseller. 

5.1.1  Reseller is free, and has full right and authority, to enter into this Agreement and to perform all of its obligations hereunder; and it has performed all acts and taken all steps necessary to authorize the execution of this Agreement;
5.1.2  Reseller’s execution, delivery and performance of this Agreement does not conflict with any other agreement to which Reseller is a party or is otherwise bound;
5.1.3  Reseller has, and shall preserve, maintain and comply with, all licenses and permits required for the conduct of Reseller’s business and the sale of Products at Reseller’s locations or on its website, including all licenses and permits required by state and local government authorities to market, promote and sell the Products; and
5.1.4  The Products supplied to Reseller hereunder shall be stored, handled, applied, used, and sold by Reseller in accordance with Supplier’s specifications and standards and in compliance with all applicable federal, state and/or local laws, regulations and requirements, and Reseller shall use commercially reasonable efforts to assure that the employees, agents and/or representatives of Reseller handling, using or selling the Products do likewise.

5.2  By Face Reality.

5.2.1  Face Reality is free, and has full right and authority, to enter into this Agreement and to perform all of its obligations hereunder; and it has performed all acts and taken all steps necessary to authorize the execution of this Agreement;
5.2.2  Face Reality has all rights necessary to lawfully market, sell and distribute the Products (including without limitation Face Reality Products that are made by third parties);
5.2.3  Face Reality is and shall remain in compliance with all laws and regulations applicable to manufacture, sale, marketing, and distribution of the Products; and
5.2.4  Face Reality’s execution, delivery and performance of this Agreement does not conflict with any other agreement to which Face Reality is a party or is otherwise bound.

6.  Disclaimer of Warranties. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER FACE REALITY NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAW. 

7.  Recall. If an authorized government agency institutes or mandates a recall of the Products or, if Face Reality, in the exercise of its sole discretion, initiates and directs the content and scope of a recall, market withdrawal, stock recovery, product corrections and/or advisory safety communication (each referred to as “Recall Action”) regarding the Products, Reseller agrees to fully cooperate and take all such steps as are reasonably requested in a timely and complete manner.  All costs involved with respect to any Recall Action will be borne by the Party whose fault required the Recall Action or by the Party that by law or regulation is otherwise responsible for such Recall Action. Notwithstanding the foregoing, if a voluntary recall is demanded by either Party without such recall being (i) required by any law or regulation in effect from time to time, or (ii) based upon good faith concerns over the safety of the ultimate consumers of the Products, then the Party demanding such voluntary recall shall bear all costs associated therewith.

8.  Indemnity. Each Party shall indemnify, protect, defend and hold harmless the other Party and its parent companies and each of their subsidiaries and affiliates, and each of their respective managers, members, officers, employees, agents, representatives, predecessors and successors, from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, costs, fees and expenses (including, without limitation, reasonable costs and expenses of investigation and settlement and reasonable attorneys’ fees and expenses) (collectively, “Losses”), to the extent arising out of or relating to any breach by such Party of its representations, warranties, covenants or obligations set forth in this Agreement.  Such indemnification obligations shall survive the expiration or termination of this Agreement for any reason.

9.  Certification; Training. Face Reality will provide the necessary periodic certification, training and sales support required by the Reseller’s staff in connection with the use or resale of the Products.  This training shall provide the necessary instructions and documentation to make Reseller’s sales staff fully self-sufficient in Face Reality’s Products.   Upon completion of the Face Reality’s training and certification program, the Reseller may use the phrase “Face Reality-certified” to promote and sell the Products.   

10.  Advertising Policies. 

10.1  Product Promotion. Reseller shall use commercially reasonable efforts to engage in the marketing and sale of Face Reality’s Products.  Reseller may use advertising and promotional materials or other written product descriptions to promote the sale of the Products, whether set forth on the Product’s labeling, packaging, or other related sales materials, provided that such advertising and promotional material complies with all applicable laws.  Nothing herein, however, shall prevent Reseller, in its reasonable discretion, from separately developing advertising and promotional materials or other written product descriptions to promote the sale of the Products. 
10.2  Use of Face Reality’s Name. Reseller shall not contest the right of Face Reality to exclusive use of any trademark or trade name used or claimed by the Face Reality.  Reseller may, subject to Face Reality’s policies regarding reproduction of same, utilize Face Reality’s name, trademarks and logos in advertising, in catalogs or on its website.  All use of Face Reality’s name, trademarks and/or logos by Reseller in connection with the resale of the Products hereunder shall be subject to a limited, non-exclusive license or sublicense granted by Face Reality to Reseller to use Face Reality’s name, trademarks and/or logos during the Term solely and exclusively for Reseller’s performance of its obligations under this Agreement, to sell and promote the Products at its physical locations or on its website, and for such other purposes as Face Reality may expressly authorize in advance in writing.
10.3  Use of Images. Only until such time as Reseller can use its own photos and imagery related to treatment results or Products, Reseller shall have a limited, non-exclusive license to use certain images and photos  provided by Face Reality (the “Images”) on its website to promote the Products.
10.4  Reservation of Rights. The Parties acknowledge and agree that, except for the rights and licenses expressly granted by Face Reality to Reseller under this Agreement, Face Reality will retain all right, title and interest in and to its Products, services, trademarks, and all content, information and other materials on their respective websites, and nothing contained in this Agreement will be construed as conferring upon Reseller, by implication, operation of law or otherwise, any other license or other right.

11.  Term and Termination. 

11.1  Term. The Term of this Agreement shall commence on the Effective Date until this Agreement is terminated by either Party as provided in this Section 11. 
11.2  Termination without Cause. Either Party may terminate this Agreement at any time for any reason or no reason at all by written notice given to the other Party not less than thirty (30) days prior to the effective date of such notice.  Neither Face Reality nor Reseller shall have any further obligation or liability to the other for any terminated pending Purchase Orders.
11.3  Termination for Default. A Party shall commit an “Event of Default” under this Agreement if: (i) such Party fails in any material respect to perform or keep any of its material obligations or covenants hereunder, or otherwise materially breaches this Agreement, and fails, in each case, to cure such failure or breach within thirty (30) days after its receipt of written notice thereof from the other Party; (ii) any representation or warranty made by such Party herein is false or inaccurate in any material respect when made, or becomes false or inaccurate in any material respect thereafter; or (iii) such Party files a petition in bankruptcy, or has filed against it an involuntary petition in bankruptcy not dismissed within sixty (60) days after filing, or applies for or consent to the appointment of a receiver, custodian, trustee or liquidator, or makes a general assignment for the benefit of creditors. If a Party commits an Event of Default (the “Defaulting Party”), then the other Party (the “Non-Defaulting Party”) may terminate this Agreement upon written notice to the Defaulting Party. Such termination shall be without prejudice to the Non-Defaulting Party’s other rights and remedies under this Agreement, at law, or in equity.
11.4  Effect of Termination. 

11.4.1  No Authorized Sales. Upon termination of this Agreement, Reseller shall cease to be an authorized Reseller for Face Reality.
11.4.2  Unshipped Purchase Orders. All unshipped Purchase Orders shall be cancelled without liability of either Party to the other.

12.  Confidentiality. 

12.1  Definition. “Confidential Information” means all confidential or proprietary information of a Party (the “Disclosing Party”) that it designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party, based on the nature of the information or the circumstances surrounding its disclosure, should reasonably understand to be confidential.  Confidential Information includes all such information submitted to, observed by or learned by the Receiving Party in connection with this Agreement, including this Agreement, information relating to the Disclosing Party’s customers, technology, operations, facilities, products, ideas for products, systems, procedures, practices, research, development, employees, business affairs and/or financial information, whether learned by the Receiving Party before or after the Effective Date.  The terms and conditions of this Agreement are the Confidential Information of each Party and neither Party may disclose this Agreement without the consent of the other Party, except in connection with standard due diligence activities that may be conducted in connection with financing or mergers and acquisitions activities and except to such Party’s financial or legal advisors.  Confidential Information does not include information that is (i) generally available to the public other than through breach of this Agreement; (ii) information known to the Receiving Party prior to the Disclosing Party’s disclosure and which was, to the Receiving Party’s knowledge, rightfully disclosed; or (iii) information developed independently and without use of or reference to the Disclosing Party’s Confidential Information as shown by the Receiving Party’s contemporaneous written business records.
12.2  Use of Confidential Information. Each Party shall maintain control of all Confidential Information in a fashion consistent with maintaining its respective confidentiality obligations hereunder.  A Party shall disclose the other Party’s Confidential Information solely to its employees who have a need to know.  Each Party shall return the other Party’s Confidential Information, without keeping copies, upon the expiration or termination of this Agreement or within ten (10) business days following the request of the other Party.  Following such return of Confidential Information, the returning Party shall certify in writing that such Party has returned all Confidential Information and has retained no copies thereof. 
12.3  Legally Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent required to do so by law, provided that the Receiving Party: (i) gives the Disclosing Party prior notice (if such notice is not prohibited by law) to afford the Disclosing Party an opportunity to appear, object, and obtain a protective order; (ii) use diligent efforts to limit disclosure and/or obtain confidential treatment or a protective order; and (iii) allow the Disclosing Party to participate in any proceeding in which compelled disclosure is sought.  If such protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with the provisions hereof, the Receiving Party agrees to furnish only those portions of the Confidential Information which it is advised by written opinion of counsel as legally required and to exercise its best efforts to obtain assurance that confidential treatment will be accorded such Confidential Information.
12.4  Equitable Relief. Each Party acknowledges that the value of the other Party’s Confidential Information is unique and substantial, and it may be impractical or difficult to assess its value in monetary terms.  Accordingly, in the event of an actual or potential violation of this Section 12, the violating Party expressly consents to the enforcement of this Agreement by injunctive relief or specific performance in addition to any and all other remedies available to the non-violating Party.

13.  Non-Disparagement. Reseller agrees not to disparage nor defame the Face Reality Products, Face Reality, or any Face Reality officers, directors, shareholders or employees, nor otherwise make, endorse, publicize or circulate to any person or entity, any statement or remark that can reasonably be construed as disparaging to them or make any statement concerning any of them which in any way could harm or interfere with Face Reality’s business or interests or reputation.  This includes, but is not limited to, all public commentary and social media platforms.

14.  Limitation of Liability. EXCEPT FOR A PARTY’S BREACH OF ITS OBLIGATIONS OF CONFIDENTIALITY (INCLUDING A LOSS OF DATA), AND FOR LIABILITY OWED TO A THIRD PARTY FOR A CLAIM THAT IS SUBJECT TO INDEMNIFICATION UNDER SECTION 8 HEREOF, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES HEREUNDER FOR ANY CONSEQUENTIAL DAMAGES (INCLUDING ANY AND ALL SUCH DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL OR LOSS OF USE OF ANY PROPERTY OR CAPITAL), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THIS SECTION 14.1 SHALL APPLY, REGARDLESS OF WHETHER SUCH CONSEQUENTIAL DAMAGES ARISE FROM BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), BY OPERATION OF LAW, OR OTHERWISE.

15.  General. 

15.1  Notices. All notices of default, breach, renewal or termination of this Agreement required or permitted hereunder (collectively, “Notices”) shall be (i) in writing, (ii) sent to the other Party at the address set forth on the first page of this Agreement (or to such other address a Party identifies through proper notice), or to such different address as such Party may designate in writing on thirty (30) days prior written notice to the other Party, and (iii) transmitted to the other Party via hand-delivery, nationally recognized commercial overnight courier, or United States registered or certified mail, postage prepaid, return receipt requested. Notices shall be deemed given when actually delivered to the recipient Party or when such recipient Party refuses delivery thereof as shown on the delivery receipt.
15.2  No Waiver. No waiver of any provision of this Agreement (or any right or default hereunder) shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced.  The waiver or failure of either Party to exercise in any respect any right provided in this Agreement shall not be deemed a waiver of any other right or remedy to which the Party may be entitled.
15.3  Relationship of the Parties. The relationship between Face Reality and Reseller is that of vendor and vendee.  Reseller, its agents and employees shall, under no circumstances, be deemed employees, agents or representatives of Face Reality.  Neither Reseller nor Face Reality shall have any right to enter into any contract or commitment in the name of, or on behalf of the other, or to bind the other in any respect whatsoever.
15.4  Assignment. Neither Party shall transfer, assign, subcontract or delegate, in whole or in part, any of its rights or obligations under this Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld.
15.5  Dispute Resolution. The Parties shall follow the dispute resolution process set forth in this Section 15.5 in connection with all disputes, controversies or claims, whether based on contract, tort, statute, fraud, misrepresentation or any other legal theory arising out of or relating to this Agreement or breach of alleged breach of this Agreement, including the validity or enforceability of this dispute resolution process, or any part thereof (collectively “Disputes”).

15.5.1  Mediation. The Parties will use all reasonable efforts to settle all Disputes through good faith negotiations, to be commenced by a Party giving written notice to the other Party.  If those attempts fail to resolve the Dispute within thirty (30) days of the date of the initial written demand for negotiation, then the Parties shall use all reasonable efforts in good faith to settle the Dispute by mediation conducted under the Commercial Mediation Rules of the American Arbitration Association, or other such rules agreed to in advance by the parties in writing.  Each Party shall bear its own expenses.  The Parties shall equally share the filing and other administrative expenses of the mediation and the expenses of the mediator.  The Parties shall be represented at the mediation by representatives having final settlement authority over the matter in dispute.
15.5.2  Arbitration. If any Dispute is not finally resolved at mediation pursuant to Section 15.5.1, such Dispute shall be decided by neutral, binding arbitration and not by court action, except as provided by California law for judicial review of arbitration proceedings in Alameda County, California.  The arbitration shall be conducted in accordance with the rules of the American Arbitration Association.  The Parties may agree in writing to choose different rules and/or arbitrator(s).  In all other respects, the arbitration shall be conducted in accordance with Part III, Title 9, of the California Code of Civil Procedure.  Judgment upon the award rendered by the arbitrator(s) may be entered into in any court having jurisdiction thereof.  Each Party shall have the right to discovery in accordance with the California Code of Civil Procedure, Section 1283.05.  Excluded from arbitration are any actions for specific performance or other injunctive or related relief.  The filing of a judicial action to enable the recording of a notice of pending action for order of attachment, receivership, injunctive relief, or other provisional remedies shall not constitute a waiver of the right to arbitrate under this Section 15.5.

“NOTICE:  BY TYPING YOUR NAME THE SPACE BELOW, YOU ARE AGREEING TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION PROVISIONS OF THIS SECTION 15.5 DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.  BY INITIALING IN THE SPACE BELOW, YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE ARBITRATION PROVISIONS.  IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.  YOUR AGREEMENT TO THIS ARBITRATION IS VOLUNTARY.”

“WE HAVE READ AND UNDERSTAND THE FOREGOING AND AGREE TO SUBMIT DISPUTES ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION PROVISION TO NEUTRAL ARBITRATION.”

15.5.3  The Dispute resolution process set forth in this Section 15.5 shall survive the termination or expiration of this Agreement.

15.6  Cumulative Rights and Remedies. Each Party’s rights and remedies hereunder shall be cumulative with, and may be exercised without prejudice to, such Party’s other rights and remedies under this Agreement, at law, or in equity.
15.7  Attorney’s Fees and Costs. If any suit or legal proceeding is brought by either Party to enforce any of the terms of this Agreement or any of its rights hereunder, the prevailing party in such action or proceeding shall be entitled to recover all of its reasonable costs and expenses incurred in such suit or legal proceeding, including reasonable attorneys’ fees.
15.8  Entirety of Agreement. The terms and conditions set forth herein constitute the entire agreement between the Parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement.  There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein.  
15.9  Governing Law; Venue. This Agreement shall be construed and enforced according to the laws of the State of California without regard to conflicts of law provisions. Any claim or litigation brought under or relating to this Agreement shall be brought in the United States District Court for the Northern District of California or, only if there is no federal subject matter jurisdiction, the state courts located in Alameda County, California, and each Party hereby submits to the exclusive jurisdiction of those court for purposes of any such proceeding.
15.10  Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
15.11  Counterparts; Electronic Signatures. This Agreement may be signed by the Parties on separate counterparts, each of which shall be deemed an original and a single instrument.  The Parties agree that any signatures or initials communicated electronically or by facsimile machine and any facsimile or photocopy or electronic copy of this Agreement including counterparts shall be valid and binding.

SCHEDULE A

The following Products are approved for resale in online or web-based environments when home care is being managed by a Face Reality Certified Skin Care Professional, as described below:

Any Product which contains: vitamin A, benzoyl peroxide, glycolic acid, salicylic acid, mandelic acid or any other alpha or beta hydroxy acids unless specified below.

Serums: Mandelic 5%/8%/11%/15%, Glycolic 5%/10%, Salicylic Gel Serum, Vitamin A Corrective Serum/Vitamin A Corrective Serum II

Acne Med: Acne Med 2.5%/5%/10%, Acne Med 5 w/3% Sulfur, Acne Med 10% w/3% Sulfur

Cleansers: Mandelic Wash, Mandelic Scrub, Acne Wash, Acne Scrub

Toners: Glycolic-Lactic Toner

Peels and other Products labeled ‘Professional Use Only’

Managed home care requires, at minimum, the following steps:

• Initial Skin Analysis
• Continued review of client status
• Ongoing assessments may be completed in person or via virtual tools

SUPPLEMENTAL TERMS AND CONDITIONS OF PURCHASE

Please review the following Supplement Terms and Conditions of Purchase (these "Supplemental Terms") carefully.  Your purchase of products from Face Reality, Inc. ("Face Reality") at https://pros.facerealityskincare.com/ (the "Pro Website") constitutes your agreement to the following: (1) you are a licensed skincare professional (Physician, Nurse, Aesthetician, or Cosmetologist) and an approved reseller ("Reseller") of Face Reality's Products, (2) you have a valid, fully-executed Supply Agreement with Face Reality ("Supply Agreement"), (3) you have read, understand, and agree to be bound by these Supplemental Terms and agree that these Supplemental Terms are in addition to and supplement the terms of the Supply Agreement, and (4) you have the authority to enter into these Supplemental Terms personally or on behalf of the entity named as the Reseller, and to bind that entity to these Supplemental Terms.  The term “you” refers to the individual or legal entity, as applicable, identified as the Reseller on the Supply Agreement.  If you do not agree to be bound by these Supplemental Terms, you may not access or use the Pro Website or purchase products through the Pro Website.

The  Supply Agreement and any addendum or amendment thereto signed by you and Face Reality, and these Supplemental Terms (collectively referred to as the “Agreement”), constitute the entire agreement between you and Face Reality and supersede all prior negotiations and agreements. No course of prior dealings between you and Face Reality and no usage of the trade shall be relevant to supplement, alter, or explain any term used in the Agreement. If these Supplemental Terms are inconsistent with the terms of the Supply Agreement, these Supplemental Terms shall control.  All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Supply Agreement. 

These Supplemental Terms May Change.  Please note that these Supplemental Terms are subject to change by Face Reality in its sole discretion at any time.  When changes are made, Face Reality will make a new copy of these Supplemental Terms available on the Pro Website.  Any changes to these Supplemental Terms will be effective immediately.  Face Reality may require you to provide consent to the updated Supplemental Terms in a specified manner before further use of the Pro Website or purchase of product from the Pro Website is permitted.  If you do not agree to any change(s) after the changes have been made, you must stop using the Pro Website.  Otherwise, your continued use of the Pro Website constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE PRO WEBSITE TO VIEW THE THEN-CURRENT TERMS.

Restriction on Purchase of Products with Active Ingredients.  Products containing active ingredients (as set forth in Schedule A of the Supply Agreement and as noted on the product description), may only be purchased by you for and on behalf of your clients for whom you have performed the required consultation and ongoing care. 

1. "Required consultation" shall, at a minimum, include:
   • Correspondence between you and the Client via check-in form, via email, via phone, or video.
   • Visual evaluation by the licensed professional, which may be done in-person, by video or photos.
   • An analysis and consultation utilizing the acne consultation package provided by Face Reality, including: Client Questionnaire, Acne Consultation, Lifestyle Choices Affecting Acne, Skin Analysis, and Client Agreement.
2. "Ongoing care" shall, at a minimum, include ongoing communication and evaluation of the Client's treatment plan, continued visual skin analysis via video, photo, or in-person until Client is clear.

By purchasing products with active ingredients, you are certifying that the products are being purchased for clients for whom you have performed or are performing the required consultation and ongoing care.  For additional information on what constitutes as compliant:

Violation Escalation Policy.  Face Reality will follow the course of action set forth below in the event that you violate the terms of the Agreement, including these Supplemental Terms, as determined by Face Reality in its sole discretion. 

In the event of consistent or multiple violations of the terms of the Agreement, Face Reality reserves the right to take further action it deems necessary or appropriate in its sole discretion, up to and including termination of its Agreement with you.  

Price Changes.  The purchase price of products are subject to change upon 30 days' prior written notice to you by Face Reality. 

Client Communications.  You remain solely responsible for the treatment plans of your clients, and you agree to direct all of your clients to contact you and not Face Reality with any questions regarding their treatment or the products you recommend or prescribe to them.  At no time will Face Reality communicate with your clients regarding their treatment plans or products ordered.  Face Reality will not respond to any inquiries received by Face Reality from your clients regarding their treatments or use of the products.  All such inquiries will be referred by Face Reality to you. 

Drop Ship Transaction Policies.  At your request, Face Reality may ship product directly to your Client; provided, however, that Face Reality shall not be responsible for communicating with your Client regarding any shipments, including providing tracking information.  You acknowledge and agree that all communications regarding shipments shall be solely between you and your client.  In addition, you acknowledge and agree that any returns shall be solely your responsibility. 

Additional Shipping and Delivery Terms.  Reseller shall bear the risk of loss and be liable for any loss or damage sustained in transit and Reseller shall not be entitled to any offset or deduction of any such loss or damage.  Claims for damages in transit, and for any lost or stolen packages if no signature is required at delivery, must be asserted by Reseller against the carrier.  Claims for loss, damage, deterioration, delay or shortage not due to the actions or neglect of the carrier shall be deemed waived unless made, in writing, to Face Reality within twenty four (24) hours after receipt of shipment.   

International Shipment and Sales.  Face Reality does not ship outside the United States and its products are not authorized for sale or use outside of the United States.  Face Reality makes no representations and disclaims all warranties that the sale, prescription, or use of its products outside of the United States are in compliance with the laws of any foreign jurisdiction.  Face Reality shall have no liability to you or to any client or third party for any of its products that you ship, sell, prescribe or use outside of the United States, and any and all risks or liabilities arising therefrom shall be your sole responsibility.  Face Reality shall have no obligation to indemnify you, your clients, or any third party in the event any Losses arise from or relate to your unauthorized shipment to, or sale, prescription or use of its products within, jurisdictions outside of the United States.  You agree to indemnify, protect, defend and hold harmless Face Reality and its directors, officers, shareholders, agents, representatives, affiliates and successors, from and against any all Losses directly or indirectly resulting from or relating to your shipment, sale, or prescription of any Face Reality products to clients or any other third parties, or their use thereof, in jurisdictions outside of the United States.         

CODE OF CONDUCT

By agreeing to these Supplemental Terms, you agree to abide by Face Reality's Mutual Promise of Respect and Kindness. 

Here at Face Reality, we endeavor to provide outstanding customer service with the utmost respect and kindness.  We expect our licensed skincare professionals to provide in return the same level of respect and kindness to us. We expect you to correspond with members of our team without using profanity or negative, disrespectful language.  Repeat violations of this code of conduct may lead to the immediate suspension or termination of your Reseller account at Face Reality's sole discretion.  Face Reality reserves the right to suspend sales or close the account of any Reseller who fails to comply with these policies, terms, and conditions at any time without prior notice. 

BY USING OR ACCESSING THE SITE, YOU ACCEPT THESE TERMS.