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INDIVIDUAL ACCOUNT AGREEMENT

Dermafirm USA, Inc.

This Individual Account Agreement (this “Agreement”) is entered into by and between Dermafirm USA, Inc., a Massachusetts corporation located at 9 Bartlet St. Suite #259, Andover, MA 01810 (the “Company” or “Dermafirmusa”), and the business entity that submits a professional account application and electronically accepts this Agreement (“Account”).

Now, therefore, in accordance with the foregoing, and in exchange for good and valuable consideration, the adequacy and sufficiency of which is hereby recognized, the parties agree as follows.

Part A — Definitions

For purposes of this Agreement, the following terms have the meanings set forth below. Other capitalized terms are defined elsewhere in this Agreement.

(a) “Account” means the business entity that submits a professional account application and electronically accepts this Agreement.

(b) “Affiliate” means any entity that controls, is controlled by, or is under common control with Dermafirmusa.

(c) “Application” means the online professional account application submitted by Account, including all information provided therein.

(d) “Confidential Information” includes all information, data, materials, and knowledge which may be disclosed by Dermafirmusa to Account in confidence, or which Account may learn about, concerning the Products, Dermafirmusa, or any Affiliate, and should reasonably understand to be confidential. Confidential Information includes, without limitation: (i) any information concerning the formulae, ingredients, source of ingredients, recipes, specifications, manufacturing processes, or cost data for the manufacture and production of the Products; (ii) performance and market testing of the Products; (iii) Dermafirmusa’s business plans; (iv) wholesale or unpublished price lists of the Products; (v) knowledge of the sales, profit performance, or other results of operations of Dermafirmusa, including financial results; (vi) results of customer and market surveys; (vii) knowledge of supply relationships; and (viii) this Agreement.

(e) “Location” means the commercial establishment identified in the Application at which Account is authorized to use, display, and sell Products.

(f) “Products” means all Dermafirm-brand products, consisting of Retail Products and Professional Products.

(g) “Professional Products” means those Products designated by Dermafirmusa as for in-treatment professional use only.

(h) “Retail Products” means those Products designated by Dermafirmusa as available for resale to consumers.

(i) “PST” means a Professional Skin Therapist as defined in Section 1.

(j) “Start Date” means the date on which Account electronically accepts this Agreement and Dermafirmusa approves Account’s Application.

(k) “Term” means the period beginning on the Start Date and continuing until this Agreement is terminated under Part H.

(l) “Website Policy” means the then-current online terms posted by Dermafirmusa, as amended from time to time, which are incorporated into this Agreement by reference.

Part B — Account Responsibilities: Location

1. Professional Skin Therapists. Account will ensure that its Location retains the services of a full-time, state-licensed, professional skin therapist (“PST”). The PST will be available to deliver professional skin care treatments and services at least 70% of the business hours of the Location. In the event that Account does not have a full-time PST at the Location, Account must replace the PST within 30 days of the date last worked by the previous full-time PST.

2. Education. All PSTs will complete the following educational requirements.

(a) Initial Education. All PSTs will go through Dermafirmusa on-line core training provided by Dermafirm USA, Inc. No Product will be shipped to Account if it fails to satisfy these core education requirements.

(b) Continuing Education. Those PSTs who have completed the Core Classes will attend two additional classes per year. At the sole option of Dermafirmusa, these continuing education requirements may be met via on-site training or on-line training. No Product will be shipped to Account if it fails to satisfy these continuing education requirements.

(c) Other Staff. Staff members other than the PST are encouraged to attend the Dermafirm USA provided courses.

3. Licensing and Certification. Account and the Location must comply with all applicable licensing or certification requirements governing (i) the provision of professional skin treatments and services, and (ii) the sale of retail products.

Part C — Account Responsibilities: Product

4. Efforts. Account will use best efforts to professionally market the Products. Account will ensure that it and each of its employees, agents, and contractors use and recommend the Products in a responsible manner and in accordance with Dermafirm USA’s then-current training. The parties agree that failure to comply with Dermafirmusa training is presumptively negligent.

5. Retail Product Selection. Account will ensure that its Location stocks and offers for sale, at a minimum, all core mandatory lines of Retail Products. Account will also ensure that its Location stocks and uses a reasonable number of tester products to promote trial. Finally, Account will ensure that its Location stocks, and prominently displays in a professional fashion, brochures for all Retail Products stocked by Account.

6. Menu. Account will ensure that its Location posts a prominent menu that lists the description and cost of each professional skin treatment service offered to its customers.

7. Product Returns. Dermafirmusa provides a 100% satisfaction guarantee for its Retail Products. If one of Account’s customers has a complaint about any Retail Product, the customer will be permitted to return any unused portion of the Retail Product for an exchange. Dermafirmusa will provide Account with replacement Retail Products returned in accordance with Dermafirmusa’s return policy. In order to process returns, Account will contact Dermafirmusa’s customer service department. Dermafirmusa will not accept returns for Professional Product. In the event of product abuse, Dermafirmusa has the right to refuse product returns upon inspection.

8. Adverse Event and Product Safety Reporting. Account will report to Dermafirmusa’s Customer Support team within forty-eight (48) hours of becoming aware of any: (i) suspected or actual adverse reaction to any Product experienced by Account’s client, customer, or staff; (ii) possible defect, contamination, or quality issue with any Product; (iii) tampering, counterfeit, or unauthorized alteration of any Product; or (iv) any communication from a regulatory authority concerning any Product. Reports may be made to safety@dermafirmusa.com or such other channel as Dermafirmusa designates in writing.

Each report will include, to the extent known: the affected Product name, the batch or lot number, the date of use or sale, a description of the reaction or issue, the client’s age range and skin type, any concurrent products used, photographs where available, and the contact information for any healthcare provider consulted. Account will cooperate fully with any subsequent investigation or follow-up.

Account will retain Product packaging, remaining Product, and related records (including client intake forms and consent forms, where lawful to retain) for any reported event for a period of not less than three (3) years, or as Dermafirmusa otherwise instructs.

Part D — Product

9. Product Changes. Dermafirmusa reserves the right, in its sole discretion, to change its products, formulations, packaging, and labeling without liability to Account or Account’s customers.

10. New Products. In the event that Dermafirmusa introduces new brand products during the Term, Dermafirmusa may give notice of such new products to Account. The parties agree that notice under this Section 10 will serve to amend this Agreement to include these new products. If new products require training, Dermafirmusa will notify Account to go through appropriate training courses.

Part E — Terms of Sale

11. Opening Order. Concurrently with Account’s electronic acceptance of this Agreement and approval of the Application by Dermafirmusa, Account will submit an opening order sufficient to provide its Location with the minimum requirements of Retail and Professional Products. Opening Orders must be paid by credit card (VISA, MasterCard, American Express, Discover), cashier’s check, or money order.

11A. Maintenance Minimum. To maintain professional account status and continued access to Professional Products and professional pricing, Account will purchase a minimum aggregate dollar amount of Products in each calendar year, as set forth in the then-current Account Program Schedule provided to Account separately. If Account fails to meet the annual minimum, Dermafirmusa may, at its sole discretion, (i) issue a written notice and grant a sixty (60) day cure period, (ii) downgrade Account to a lower pricing tier, (iii) suspend Account’s ability to purchase Professional Products, or (iv) terminate this Agreement for cause under Section 27.

12. Orders. Account will submit orders through Dermafirmusa’s purchase order system, using the forms and procedures in effect at the time the order is submitted. Orders will be accepted in the sole discretion of Dermafirmusa. No terms or conditions accompanying any order that are inconsistent with this Agreement will apply, notwithstanding Dermafirmusa’s acceptance of the order. Account will purchase Products only from Dermafirmusa.

13. Pricing. All sales to Account will be priced according to the standard price list in effect when the order is received by Dermafirmusa. Dermafirmusa’s then-current price list, product catalog, MAP schedule, and Account Program Schedule are incorporated into this Agreement by reference and are available to Account through the Dermafirmusa professional account portal. Dermafirmusa may update these documents from time to time consistent with Section 19.

14. Delivery. All orders will be delivered solely to the Location, which is the commercial establishment where Account offers for sale goods and services. All deliveries are subject to the freight and shipping terms in effect when an order is received by Dermafirmusa.

15. Terms. Provided that Account is in good standing after the opening order, future orders may be made by credit card (VISA, MasterCard, American Express, Discover) or C.O.D. with company checks. Dermafirmusa will not extend credit to Account, except as approved by Dermafirmusa in its sole discretion.

16. Retail Products. Account will re-sell Retail Products only within the geographic location authorized by Dermafirmusa and only to consumers for ultimate consumption through personal use. Except in the case where Account provides Dermafirmusa with a valid Resale Tax Certificate, Retail Product orders will be charged applicable sales tax.

16A. Tax Compliance and Resale Certificates. Account is solely responsible for collecting, reporting, and remitting all federal, state, and local sales, use, excise, and other transactional taxes arising from its resale of Retail Products and use of Professional Products. Account will furnish Dermafirmusa with a valid resale certificate or exemption certificate where applicable and will promptly update Dermafirmusa upon any change in the certificate’s validity. Account is responsible for any tax nexus or registration obligations created by its business activities and will indemnify Dermafirmusa for any taxes, penalties, or interest assessed against Dermafirmusa as a result of Account’s failure to comply with this Section.

16B. Territory. Account is authorized to sell Retail Products and provide professional services using Professional Products only from the Location identified in the Application. This Agreement is non-exclusive; Dermafirmusa may appoint other accounts in any geographic area, including in proximity to the Location, in Dermafirmusa’s sole discretion. Account is not granted any exclusive territory, right of first refusal, or radius protection unless expressly set forth in a written addendum issued by an authorized officer of Dermafirmusa.

17. Professional Products. Professional Products will be used or applied only by properly trained PSTs. Account will not resell Professional Products. All Professional Product orders will be charged applicable sales tax.

18. Sales Channel Restrictions. Account will not sell, transfer, ship, or otherwise move any Products to any location other than the Location identified in the Application, including other locations under Account’s ownership or control. Account will not sell any Products to any distributor, reseller, exporter, wholesaler, drop-shipper, third-party logistics provider acting in a reseller capacity, website operator, or retailer.

Without limiting the foregoing, Account expressly will not, directly or indirectly:

(a) list, offer, advertise, or sell Products on Amazon, eBay, Walmart Marketplace, Costco, TikTok Shop, Instagram Shop, Facebook Marketplace, Etsy, Mercari, Poshmark, Shein, Temu, or any similar online marketplace, auction site, or consignment platform;

(b) list, offer, advertise, or sell Products through any e-commerce website, mobile application, social commerce feature, or other internet facility, except on Account’s own primary business website serving Account’s own client base and only when explicitly authorized by Dermafirmusa in writing and in advance;

(c) provide Products to any third party for the purpose of resale, including but not limited to dropshipping arrangements, third-party fulfillment programs, affiliate sale arrangements, or buy/sell influencer programs;

(d) export, ship, or arrange for the shipment of Products outside the United States; or

(e) permit any third party to use Account’s professional pricing or account credentials to purchase Products.

Dermafirmusa reserves the unconditional right to regulate, restrict, or prohibit any sale of Products by Account via the Internet at any time. Account will ensure that its employees, agents, contractors, and any affiliated entities abide by the obligations of this Section. Each violation of this Section is a material breach for which Dermafirmusa may immediately terminate this Agreement under Section 27 and pursue any remedies available under Section 18A.

18A. Anti-Diversion, Authenticity, and Audit. Account warrants that all Products held in inventory at the Location are authentic Dermafirm-branded Products purchased directly from Dermafirmusa. Account will not commingle Products with grey-market goods, parallel imports, counterfeit goods, or any goods not purchased directly from Dermafirmusa. Account will retain its purchase records and packing slips for a period of not less than three (3) years and will produce them upon Dermafirmusa’s reasonable request.

Dermafirmusa, or its designated representative, may conduct on-site inventory audits at the Location during normal business hours upon reasonable prior notice (not less than seventy-two (72) hours, except where Dermafirmusa has reasonable cause to suspect diversion or counterfeit activity, in which case no notice is required). Account will cooperate with such audits, including providing access to inventory, batch and lot numbers, sales records related to Products, and the names of any third parties that have inspected or handled Products.

In the event that an audit or other investigation reveals Products being sold or transferred in violation of Sections 16, 17, or 18, Account agrees to pay Dermafirmusa liquidated damages of two hundred and fifty dollars ($250) per unit of diverted Product, in addition to any other remedies available to Dermafirmusa under this Agreement or applicable law. The parties acknowledge that actual damages from diversion are difficult to calculate, that this amount represents a good-faith estimate of those damages, and that this provision is not a penalty.

19. Changes to Terms. Dermafirmusa reserves the right to change the terms of sale, including pricing, upon thirty (30) days’ notice. Notice may be provided by email to the address Account provided in the Application, by posting to the professional account portal, or by other electronic means reasonably designed to reach Account.

19A. Minimum Advertised Price (MAP) Policy. Account acknowledges that Dermafirmusa maintains a Minimum Advertised Price (“MAP”) policy for Retail Products. The current MAP schedule will be provided to Account separately and may be updated by Dermafirmusa upon thirty (30) days’ written notice. Account agrees that it will not advertise, promote, or list any Retail Product at a price below the then-current MAP for that Retail Product. For purposes of this Section, “advertise” includes, without limitation, prices shown on Account’s website, social media accounts, printed materials, email marketing, in-store displays, third-party listings (where permitted in writing), and any other communication accessible to the public.

The MAP policy applies to advertised prices only. Account remains free to set its own actual selling price at the point of sale. Account may, however, advertise general phrases such as “Call for pricing,” “Add to cart for price,” or “Special pricing available in-store” without violating this Section.

Violations of the MAP policy are grounds for Dermafirmusa, at its sole discretion, to: (i) issue a written warning; (ii) suspend Account’s ability to place new orders; (iii) revoke professional pricing; (iv) terminate this Agreement for cause under Section 27; and/or (v) decline to ship Products on pending orders. Dermafirmusa reserves the right to enforce this policy unilaterally and is under no obligation to enforce it uniformly across all accounts.

20. Sales by Dermafirmusa. Dermafirmusa reserves the right to sell Products to other accounts and directly to consumers.

Part F — Dermafirmusa Intellectual Property

21. Definition. “Dermafirmusa Intellectual Property” includes (i) the Labo De Dermafirm and Dermafirmusa trademarks and the other trademarks, service marks, trade names, words, designs, graphics, three-dimensional objects, symbols, logos, slogans, domain names, URLs, and other identifications of Dermafirmusa and the Products; and (ii) Dermafirmusa’s websites, training videos, training manuals, other instructional materials, and other written, audio, or video materials produced or owned by Dermafirmusa. A non-exhaustive list of trademarks and approved usage guidelines is set forth in Exhibit B.

22. Use. All use (including, by way of example only, selling, copying, and distributing) of the Dermafirmusa Intellectual Property by Account is subject to the prior written approval of Dermafirmusa, which will be granted or withheld in the sole discretion of Dermafirmusa. No use of Dermafirmusa Intellectual Property will be made without the prior written approval of Dermafirmusa, which may be withheld in its sole discretion. All use of the Dermafirmusa Intellectual Property by Account will inure to the benefit of Dermafirmusa.

23. Additional Restrictions on Use. Account will not use any part or portion of the Dermafirmusa Intellectual Property as its business name, URL, or logo or any part thereof. Account will not, and will not permit others to, modify, change, dilute, alter, or deface, in any form or manner, (i) the Products and their contents, packaging, designs, or labeling, or (ii) the Dermafirmusa Intellectual Property.

23A. Account Content License. To the extent Account publishes or shares photographs, videos, written testimonials, treatment results, or other content that features or references Products (“Account Content”), Account grants Dermafirmusa a worldwide, royalty-free, non-exclusive, sublicensable license to reproduce, display, distribute, and create derivative works of such Account Content for Dermafirmusa’s marketing, educational, and promotional purposes, including on Dermafirmusa websites, social media accounts, and printed materials. Account warrants that it has secured all necessary consents and releases from any individual depicted in Account Content, that the Account Content does not infringe any third-party rights, and that Account has the authority to grant this license. Account may revoke this license as to specific items of Account Content by written notice, and Dermafirmusa will use commercially reasonable efforts to remove such items from active marketing within thirty (30) days of receipt, though Dermafirmusa is not required to recall printed materials already distributed.

Part G — Confidential Information

24. Protection of Confidential Information. Except as expressly permitted in this Section, Account will not disclose any Confidential Information to third parties. Account may disclose Confidential Information only to those of its employees who (i) have a legitimate need to know, and (ii) are bound by written confidentiality obligations no less protective than those in this Agreement. To the extent reasonably necessary, Account may disclose Confidential Information to its accountants or attorneys, provided that these advisors are bound by professional or contractual duties of confidentiality. Account will use Confidential Information solely to perform its obligations under this Agreement and for no other purpose. Account will employ at least the same degree of care to protect Confidential Information as it employs to protect its own confidential information, and in no event less than a reasonable degree of care.

Confidential Information does not include information that Account can demonstrate by contemporaneous written records:

(a) is or becomes publicly known through no breach by Account;

(b) was rightfully in Account’s possession without confidentiality obligation prior to disclosure by Dermafirmusa;

(c) was independently developed by Account without use of or reference to Confidential Information; or

(d) is required to be disclosed by law, court order, or governmental authority, provided Account gives Dermafirmusa prompt notice and reasonable cooperation to permit Dermafirmusa to seek a protective order.

24A. Privacy and Personal Information. Account is independently responsible for compliance with all applicable federal, state, and local privacy laws governing its collection, use, storage, and disclosure of personal information from its clients and customers, including, where applicable, the Massachusetts Standards for the Protection of Personal Information of Residents of the Commonwealth (201 CMR 17.00), the California Consumer Privacy Act and California Privacy Rights Act (CCPA/CPRA), and any analogous state privacy laws.

If Dermafirmusa provides Account with any leads, referrals, marketing co-op information, or other personal data relating to consumers, Account will use such information solely to support sales and service of Products and will not use such information for any non-Dermafirm marketing, sale, or transfer to third parties. Account will implement and maintain reasonable security measures to protect such information consistent with applicable law.

Part H — Termination; Suspension

25. Term. Unless otherwise terminated pursuant to the provisions of this Part H, this Agreement will continue on an annual basis, starting at the Start Date. No action is required from either party to effect this continuation. Upon each annual renewal, the then-current price list, MAP schedule, Account Program Schedule, and Website Policy will apply, subject to the notice provisions of Section 19. Continued ordering of Products by Account following the effective date of any such update constitutes acceptance of the updated terms.

26. Termination for Convenience. This Agreement may be terminated by either party, without cause and solely for convenience, upon thirty (30) days’ notice.

27. Termination for Cause. This Agreement also may be terminated by either party for cause, upon failure by the other party to fulfill any obligation of this Agreement. In addition, Dermafirmusa may terminate this Agreement for cause in the case that Account undertakes any action or conduct that in Dermafirmusa’s opinion damages or may damage the name, reputation, or goodwill of Dermafirmusa or the Products.

28. Suspension. In addition to the ability to terminate this Agreement as described above, Dermafirmusa may, in the alternative and at its option, suspend its performance under this Agreement. This option will be exercised, if at all, in the sole discretion of Dermafirmusa. Suspension does not relieve Account of its responsibility to pay for Products or to fulfill its obligations under this Agreement.

29. Pending Orders. Upon termination or suspension of this Agreement, Dermafirmusa may cancel Account’s pending orders, even if they have been accepted, without penalty.

30. Post-Termination Obligations. Upon termination of this Agreement, Dermafirmusa may, at Dermafirmusa’s option, require Account to sell back to Dermafirmusa all good and readily salable Products, at prices not in excess of the net purchase price of such Products by Account from Dermafirmusa. Dermafirmusa will exercise this option, if at all, in its sole discretion, and restocking fees may apply. If Dermafirmusa does not exercise this option in writing within fifteen (15) days of the termination of this Agreement, Account may sell to consumers its remaining Retail Products for thirty (30) days after the date of termination, provided that all such sales are made in compliance with this Agreement. Once Account has sold all remaining Retail Products (either to Dermafirmusa or to consumers in compliance with this Agreement), or the thirty (30) days have passed, whichever is earlier, Account will:

(a) immediately and permanently cease all sale, promotion, and advertising of the Products;

(b) immediately return to Dermafirmusa all Confidential Information, documentation, manuals, educational materials, and advertising/promotional materials;

(c) immediately and permanently cease all use of the Dermafirmusa Intellectual Property;

(d) immediately destroy all remaining Products in Account’s possession;

(e) allow a Dermafirmusa representative to inspect its premises to ensure compliance with these terms;

(f) return or destroy all customer and prospect lists, training materials, digital assets, marketing files, and educational content provided by Dermafirmusa or developed using Dermafirmusa materials; and

(g) cease use of any Dermafirm-related domain names, social media handles, hashtags, paid advertising keywords, and any descriptions that suggest an ongoing relationship with Dermafirmusa, and transfer to Dermafirmusa any domain name registered by Account that incorporates a Dermafirmusa trademark.

Part I — Insurance and Indemnification

31. Indemnification. Each party agrees to indemnify, defend, and hold harmless the other party and its respective officers, shareholders, and employees from and against any and all reasonable expenses, damages, claims, suits, actions, judgments, and costs (including reasonable attorneys’ fees) arising out of: (i) the indemnifying party’s performance or breach of this Agreement; (ii) the indemnifying party’s negligence or other tortious conduct; or (iii) the indemnifying party’s violation of applicable law. The party seeking to be indemnified, defended, and held harmless under this section must give prompt written notice of any claim to the other party. This provision shall survive the termination or expiration of this Agreement but only apply to acts that occur during the Term.

32. Insurance. Each party agrees to secure and maintain the following insurance in full force and effect throughout the Term: (i) commercial general liability insurance in an amount not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) general aggregate for bodily injury and/or property damage (including personal injury and product liability coverage), and (ii) workers’ compensation insurance in amounts required by applicable law. Account will name Dermafirm USA, Inc. as an additional insured on its commercial general liability policy, on a primary and non-contributory basis, and will furnish a certificate of insurance evidencing the same upon Account’s acceptance of this Agreement and upon any renewal. The insurance policies will be written on an “occurrence” basis and will provide for not less than thirty (30) days’ notice of any cancellation or material modification.

Part J — Representations and Warranties

33. Authority. The individual who electronically accepts this Agreement on behalf of Account represents and warrants that he or she is at least eighteen (18) years of age and is duly authorized to bind the business entity identified in the Application to this Agreement.

34. Account Representations. Account represents and warrants that it will: (i) conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of Dermafirmusa; (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Dermafirmusa or the Products; (iii) make no false or misleading representations with regard to Dermafirmusa or the Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Dermafirmusa or the Products; and (v) make no representations, warranties, or guarantees to customers or to the trade with respect to the features or capabilities of the Products that are inconsistent with the materials distributed by Dermafirmusa.

34A. Advertising, Endorsements, and Social Media. Account will comply with all applicable Federal Trade Commission (“FTC”) rules and guidance, including the FTC Endorsement Guides, when promoting Products on any platform. In particular, Account will:

(a) clearly and conspicuously disclose any material connection between Account and any individual who promotes the Products on Account’s behalf, including paid relationships, free Product, discounts, or commissions;

(b) obtain written consent from any client before publishing that client’s likeness, before-and-after images, or treatment details, and retain such consent on file for not less than three (3) years;

(c) make no claim that any Product treats, cures, mitigates, or prevents any disease or medical condition, and make no claim that is inconsistent with then-current Dermafirmusa-approved marketing materials and training;

(d) not use the words “medical-grade,” “pharmaceutical,” “clinically proven,” “FDA-approved,” or similar regulated terms in connection with the Products except to the extent the same language is used in then-current Dermafirmusa-approved marketing materials;

(e) not represent itself as an authorized representative, spokesperson, or agent of Dermafirmusa beyond Account’s status as an authorized professional account; and

(f) promptly take down or correct any post, advertisement, or representation upon Dermafirmusa’s written request.

35. Dermafirmusa Warranty. Dermafirmusa represents and warrants that each shipment or delivery of Products that Dermafirmusa makes to Account during the Term will not, on the date that Dermafirmusa delivers the shipment or delivery to the designated common carrier, contain any article that is adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act. Account’s sole recourse in the event of a warranty claim pursuant to this section is reimbursement for the cost of the adulterated or misbranded Products.

35A. MoCRA and Regulatory Cooperation. The parties acknowledge that the Federal Food, Drug, and Cosmetic Act, as amended by the Modernization of Cosmetics Regulation Act of 2022 (“MoCRA”), imposes obligations relating to facility registration, product listing, safety substantiation, labeling, recordkeeping, and serious adverse event reporting. Dermafirmusa (or its applicable affiliate or supplier) is the “Responsible Person” within the meaning of MoCRA for the Products.

Account agrees to cooperate with Dermafirmusa’s MoCRA-related obligations, including by:

(a) promptly forwarding to Dermafirmusa any serious adverse event report, regulatory inquiry, or consumer complaint that Account receives concerning the Products;

(b) retaining shipment, sale, and use records relating to the Products for not less than three (3) years, or such longer period as Dermafirmusa instructs;

(c) promptly ceasing distribution, quarantining inventory, and returning or destroying affected Product upon Dermafirmusa’s instruction in the event of a recall, market withdrawal, or safety notification; and

(d) not making any claims about the Products that would cause them to be considered drugs under the Federal Food, Drug, and Cosmetic Act.

35B. Recalls and Market Withdrawals. In the event of a voluntary or mandatory recall, market withdrawal, or safety notification affecting any Product, Account will, within twenty-four (24) hours of notice from Dermafirmusa: (i) cease all sale, distribution, and professional use of the affected Product; (ii) physically quarantine all affected Product inventory; (iii) make commercially reasonable efforts to identify and notify clients to whom the affected Product was sold or applied; and (iv) follow Dermafirmusa’s reasonable instructions regarding return, destruction, or other disposition of the affected Product.

Dermafirmusa will bear the reasonable costs of recall (including reasonable shipping costs and credit for unsold affected Product) where the recall is attributable to a defect, contamination, or non-compliance originating with Dermafirmusa or its supplier. Account will bear the costs where the issue is attributable to Account’s mishandling, misuse, improper storage, or breach of this Agreement.

36. Warranty Disclaimer. Dermafirmusa makes no warranties or representations as to the Products, except as explicitly set forth in this Part J. All implied warranties and conditions, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, are hereby disclaimed.

Part K — Additional Terms

37. Relationship of the Parties. This Agreement does not create a fiduciary relationship or joint venture between the parties or make either party a general or special agent, partner, or employee of the other for any purpose. With respect to all matters, Account’s relationship to Dermafirmusa is as an independent contractor.

38. Compliance with Laws. Account will comply with all applicable laws in performing its obligations pursuant to this Agreement.

38A. Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including but not limited to acts of God, fire, flood, earthquake, severe weather, pandemic, epidemic, public health emergency, war, terrorism, civil unrest, riot, governmental action, embargo, sanction, trade restriction, customs delay, port closure, shipping disruption, supplier failure, manufacturing disruption, raw material shortage, cyberattack, or utility outage (each, a “Force Majeure Event”). The affected party will provide prompt notice of the Force Majeure Event and will use commercially reasonable efforts to resume performance. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate this Agreement upon written notice without liability.

39. Choice of Laws. This Agreement is governed solely and exclusively by the laws of the Commonwealth of Massachusetts, which laws will apply as though this Agreement, and all rights and obligations created herein, are performed entirely within Massachusetts.

39A. Tiered Dispute Resolution. Before commencing any lawsuit relating to this Agreement, the parties will first attempt to resolve the dispute through good-faith negotiation between senior representatives of each party for a period of not less than thirty (30) days following written notice of the dispute. If negotiation does not resolve the dispute, the parties will, upon either party’s written request, participate in non-binding mediation in Essex County, Massachusetts with a mutually agreed mediator, with costs of the mediator shared equally. The parties’ compliance with this Section is a condition precedent to filing suit, except that either party may seek emergency injunctive relief in court at any time to prevent imminent harm to its intellectual property, Confidential Information, or business reputation.

40. Jurisdiction and Venue. The parties agree that the sole and exclusive jurisdiction and venue for any and all disputes concerning this Agreement or with Dermafirmusa shall be in Essex County, Massachusetts. The parties hereto consent to personal jurisdiction of the courts of Massachusetts.

41. No Waiver. Dermafirmusa’s failure at any time to insist on strict performance of any term of this Agreement will not be deemed a waiver of that or any other term or of the right to insist on strict performance of any term at a later time.

42. Notice. Notices from Dermafirmusa to Account may be delivered by email to the address Account provided in the Application, by posting to the professional account portal, or by any other reasonable means. Notices from Account to Dermafirmusa must be sent by email to legal@dermafirmusa.com or by overnight courier to Dermafirm USA, Inc., 9 Bartlet St. Suite #259, Andover, MA 01810. Electronic notices are deemed received upon transmission to the applicable email address, provided no bounce-back or delivery failure is received. Courier notices are deemed received one day after deposit with the courier. Account is responsible for keeping its contact email address current; failure to do so does not invalidate notice sent to the last email address on file.

43. Transfer. Account will not assign or transfer this Agreement. This Agreement is freely assignable by Dermafirmusa, without notice.

44. Survival. The following provisions, together with any others that by their nature should survive, will survive any termination or expiration of this Agreement: Section 7 (Product Returns) for sixty (60) days following termination; Sections 21–23A (Intellectual Property and Content License); Sections 24 and 24A (Confidential Information and Privacy); Section 30, including subsections (a)–(g) (Post-Termination Obligations); Section 31 (Indemnification); Sections 35–36 (Warranty and Disclaimer); Sections 35A–35B (MoCRA and Recall); Section 39 (Choice of Laws); Section 39A (Tiered Dispute Resolution); Section 40 (Jurisdiction and Venue); and Section 46 (Limitation on Liability).

45. Binding on Successors. The covenants, agreements, terms, and conditions contained in this Agreement shall be binding upon, and shall inure to the benefit of, the permitted successors, assigns, heirs, and personal representatives of the parties hereto.

46. Limitation on Liability. The liability of Dermafirmusa and its suppliers arising out of or relating to this Agreement or the supply of Products hereunder shall be limited to the actual amounts paid by Account to Dermafirmusa for the Products giving rise to such damages, and shall in no event include loss of profits, cost of procuring substitute goods or services, or any incidental, indirect, or consequential damages of any kind, even if Dermafirmusa or its supplier is aware of the possibility of such damages.

47. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the provision shall be severed and the remainder of the Agreement shall continue in full force and effect.

48. Entire Agreement. This Agreement, along with the Application, the Website Policy, and the exhibits, schedules, and attachments hereto, is the entire agreement between the parties. All other prior agreements, contracts, discussions, presentations, and other communications, whether written, oral, or otherwise, are completely without effect. This Agreement shall not be modified, revised, amended, or superseded except by (i) changes made pursuant to Section 10 of this Agreement, (ii) updates to the Website Policy, MAP schedule, price list, or Account Program Schedule made by Dermafirmusa consistent with Section 19, or (iii) a further writing issued by Dermafirmusa and electronically accepted by Account. Account is responsible for consulting the Website Policy on a regular basis to ensure Account’s compliance therewith.

48A. Electronic Acceptance and Record. Account agrees that its electronic acceptance of this Agreement — whether by checking an “I agree” box, clicking an “Accept,” “Submit,” or similar button, or by any other affirmative electronic means used in connection with the Application or the professional account portal — constitutes a valid, binding, and enforceable agreement to the same extent as a handwritten signature. Account consents to receive this Agreement and all related notices, disclosures, and records in electronic form under the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act as enacted in Massachusetts. Dermafirmusa will maintain an electronic record of Account’s acceptance, including the date, time, IP address, business entity name, and the name of the individual who completed acceptance. A copy of this record is available to Account upon written request. Account may withdraw consent to receive electronic records only by terminating this Agreement under Section 26.

Exhibit A — Personal Guarantee

Sole proprietorships and single-member LLCs are required to accept this Personal Guarantee as part of the Application. Other entity types may be required to accept this Personal Guarantee at Dermafirmusa’s discretion. Acceptance is provided by checking the box labeled “I personally guarantee the obligations of the Account under the Individual Account Agreement” during the Application process.

In consideration of Dermafirm USA, Inc. entering into the foregoing Individual Account Agreement (the “Agreement”) with the business entity identified in the Application (“Account”), and to induce Dermafirmusa to ship Products and extend any credit terms, the individual who electronically accepts this Personal Guarantee (the “Guarantor”), being a principal of Account, unconditionally and personally guarantees to Dermafirmusa the full and prompt payment and performance of all monetary obligations of Account under the Agreement, including but not limited to invoices for Products, applicable taxes, shipping charges, restocking fees, liquidated damages, and reasonable attorneys’ fees and costs of collection.

This is a guarantee of payment and performance, not merely of collection. Dermafirmusa may proceed directly against the Guarantor without first proceeding against Account or exhausting other remedies. This guarantee continues in effect through the Term of the Agreement and for all obligations arising during such Term, even if Account later dissolves, files bankruptcy, or transfers ownership.

Guarantor waives notice of acceptance of this guarantee, notice of any modification of the Agreement, and any defenses based on Dermafirmusa’s election of remedies. This guarantee will be governed by Massachusetts law and is binding upon Guarantor’s heirs and personal representatives. Guarantor’s electronic acceptance during the Application process has the same legal effect as a handwritten signature under the E-SIGN Act and the Uniform Electronic Transactions Act as enacted in Massachusetts.

Guarantor’s name, home address, and electronic acceptance metadata (date, time, and IP address) are captured and stored by Dermafirmusa as the record of this Personal Guarantee.