Professional Account Agreement

Terms & Conditions for Licensed Professionals, MedSpas, Clinics & Wholesale Accounts

This Professional Account Agreement ("Agreement") is a legally binding contract between DermaFirm USA, Inc., a Massachusetts corporation with its principal place of business at 9 Bartlet Street, Unit 259, Andover, MA 01810, USA ("DermaFirm USA," "we," "us," "our"), and the licensed professional, business entity, MedSpa, clinic, dermatology practice, or wholesale account applicant identified in the account application ("Account Holder," "you," "your").

By submitting a professional account application, placing an order under a professional account, or otherwise accessing wholesale pricing, restricted products, or professional resources from DermaFirm USA, you agree to be bound by this Agreement, along with our Terms of Service, Privacy Policy, Refund & Return Policy, Shipping Policy, Purchase Options & Cancellation Policy, and Legal Notice (collectively, the "Policies"). If you do not agree to these terms, you must not apply for or operate a professional account.

1. Account Eligibility & Approval

1.1 Who Qualifies

Professional accounts are available exclusively to:

Licensed estheticians
Licensed cosmetologists (where state law permits cosmeceutical sales)
Registered nurses (RN), Licensed Practical Nurses (LPN)
Nurse practitioners (NP)
Physician assistants (PA)
Licensed medical doctors (MD, DO)
Board-certified dermatologists
Plastic surgeons and aesthetic physicians
Licensed MedSpas, aesthetic clinics, and dermatology practices
Approved authorized resellers and wholesale distributors
Other qualified licensed healthcare or skincare professionals

1.2 Required Documentation

To apply for a Professional Account, you must submit:

Valid professional license (state-issued, current, in good standing)
Valid business license or business registration documents
Tax identification number (EIN or equivalent)
Resale certificate (where applicable for tax-exempt purchasing)
Proof of business address (commercial lease, utility bill, or business filing)
For MedSpas/clinics: medical director information (where applicable)
For wholesale resellers: business plan summary and authorized sales channels

1.3 Approval Process

DermaFirm USA reserves the right to approve, deny, or revoke any account application at our sole discretion.
Approval is not guaranteed and may take 2–5 business days for review.
We may request additional documentation, conduct credential verification through state licensing boards, and require business reference checks.
Submission of an application does not create an account or guarantee approval.

1.4 Ongoing Eligibility

You agree to:

Maintain your professional license in good standing at all times
Promptly notify DermaFirm USA of any license suspension, revocation, expiration, or disciplinary action
Update your account with current business information at all times
Submit annual renewal documentation upon request

Failure to maintain eligibility will result in immediate account suspension or termination.

2. Account Use & Authorized Purchasers

2.1 Authorized Use

Your Professional Account may only be used by:

The named license holder on the application
Authorized employees of the licensed business, acting within their scope
Designated purchasing agents with written authorization

You are fully responsible for all activity, orders, and payments made under your account.

2.2 Prohibited Account Sharing

You may not:

Share account credentials with unlicensed individuals
Allow unauthorized third parties to access wholesale pricing
Permit non-licensed parties to purchase professional-only products through your account
Use your account on behalf of another business without written authorization

Account sharing or credential misuse is grounds for immediate termination and forfeiture of pending orders, refunds, and credits.

3. Wholesale Pricing & Discounts

3.1 Pricing Structure

Professional Account Holders receive access to:

Wholesale pricing below MSRP (Manufacturer's Suggested Retail Price)
Tiered volume discounts based on order size and annual purchase volume
Professional-only products not available to retail consumers
Exclusive promotions, sample programs, and training opportunities

Specific pricing tiers, volume thresholds, and discount structures will be communicated separately and may be updated periodically.

3.2 Pricing Confidentiality

Wholesale pricing, discount tiers, promotional rates, and account-specific terms are confidential and the proprietary information of DermaFirm USA.

You agree:

Not to disclose wholesale pricing to retail consumers, competitors, unauthorized parties, or public forums
Not to publish wholesale pricing on any website, social media, or marketing materials
Not to share invoices, order confirmations, or pricing communications with third parties
That breach of confidentiality may result in immediate account termination and pursuit of damages

3.3 Pricing Changes

DermaFirm USA reserves the right to modify wholesale pricing, discount structures, or promotional offers at any time with reasonable notice. Continued ordering after notice constitutes acceptance.

3.4 Minimum Advertised Price (MAP) Policy

Account Holders who resell DermaFirm USA products must comply with our Minimum Advertised Price (MAP) Policy:

Products may not be advertised below the MAP price set by DermaFirm USA
MAP violations may result in warning, suspension of account, or termination
MAP applies to advertised price, not the final transaction price

4. Orders & Payment Terms

4.1 Minimum Order Requirements

Opening order minimum: [Insert amount, e.g., $500] required for first order
Reorder minimum: [Insert amount, e.g., $250] per subsequent order
Annual purchase minimum: [Insert amount, e.g., $2,500] to maintain active wholesale status

Account Holders who fail to meet annual minimums may be reclassified or have account terminated at our discretion.

4.2 Payment Methods

Approved payment methods include:

Credit card (Visa, Mastercard, American Express, Discover)
Shopify Payments, PayPal, Shop Pay
ACH or wire transfer (for approved accounts)
Net payment terms (Net 15 or Net 30) — credit approval required

4.3 Credit Terms & Approval

All accounts begin on prepaid status.
Net terms are available only after credit approval based on:
- Trade references
- Credit history review
- Order history with DermaFirm USA
- Business financial documentation
Credit limits may be set, modified, or revoked at our discretion.
Net term accounts are subject to periodic credit review.

4.4 Late Payment

Payments past due will incur a late fee of 1.5% per month (18% annually) or the maximum rate permitted by law.
Accounts more than 30 days past due will be:
- Placed on credit hold
- Required to prepay future orders
- Subject to collection action, including reporting to credit agencies
You agree to pay all collection costs and reasonable attorneys' fees related to recovery of unpaid balances.

4.5 Returned Payments & Chargebacks

Returned checks, ACH reversals, or failed payments will incur a $35 administrative fee plus any bank fees.
Unauthorized chargebacks will result in immediate account suspension and may be reported to credit reporting agencies.

4.6 Sales Tax

Account Holders are responsible for providing valid resale certificates to claim tax-exempt status.
Without a valid resale certificate, sales tax will be charged based on shipping destination.
It is the Account Holder's responsibility to collect and remit sales tax on resold products in their jurisdiction.

5. Returns, Refunds & Restocking

Professional account orders are subject to stricter return terms than retail orders:

5.1 Final Sale Categories

The following are non-returnable under all circumstances:

Opening orders and minimum-quantity orders
Backbar, training kits, and starter packages
Custom or special-request orders
Discounted, sale, or promotional items
Products opened, used, or with broken seals
Aesthetic devices once activated or registered
Products exceeding 15 days from delivery date

5.2 Approved Returns

Returns for non-defective product may be considered at DermaFirm USA's sole discretion
Approved returns subject to a 25% restocking fee
All return shipping costs are the Account Holder's responsibility
Original shipping costs are non-refundable

5.3 Defective or Damaged Product

Must be reported within 48 hours of delivery with photos and lot numbers
Replacement, credit, or refund issued at our discretion
Claims submitted after 48 hours are not eligible

5.4 Refund Method

Approved refunds are issued as:

Account credit (default for active accounts)
Refund to original payment method (case-by-case basis)
Cash refunds for net-term accounts will offset outstanding balances first

6. Shipping, Risk of Loss & Delivery

Shipping policies and timelines follow our standard Shipping Policy
Title and risk of loss transfer upon delivery to carrier
Account Holders must inspect shipments upon receipt and report damage within 48 hours
Cold-weather and heat-sensitive product handling for active cosmeceuticals (PDRN, exosomes, peptides, growth factors) is the Account Holder's responsibility once delivered
Wholesale/freight shipping may be required for large orders; freight terms communicated at order confirmation

7. Product Use, Storage & Handling

7.1 Professional Standards

You agree to:

Use products only within your scope of practice and licensure
Follow manufacturer instructions and treatment protocols
Comply with all state and local regulations governing aesthetic and medical practice
Maintain proper storage conditions (temperature, humidity, light exposure) per product labeling
Honor expiration dates and batch codes and not use expired product on clients

7.2 Adverse Event Reporting

You agree to promptly notify DermaFirm USA of:

Any adverse client reaction, sensitivity, or unexpected outcome
Any product quality concern (consistency, color, scent, packaging defects)
Any regulatory inquiry or complaint related to DermaFirm products

Reports should include: client outcome description (no PHI), product name, lot number, expiration date, batch code, and photos where applicable.

7.3 No Off-Label Use

Products must be used only as labeled and indicated. DermaFirm USA does not endorse, support, or authorize off-label use of any product. Off-label use is at the sole risk and liability of the Account Holder.

8. Resale Restrictions & Channel Integrity

This section is critical to maintaining DermaFirm USA's brand integrity and channel value. Violations are grounds for immediate termination and legal action.

8.1 Authorized Resale Channels

Account Holders may resell DermaFirm USA products only through:

Their licensed physical business location (MedSpa, clinic, salon, practice)
Their direct, authorized business website (with prior written approval)
In-person professional consultations with their own clients

8.2 Prohibited Resale Channels

You may NOT resell DermaFirm USA products through:

Amazon, eBay, Walmart Marketplace, Etsy, or any third-party online marketplace
TikTok Shop, Instagram Shop, Facebook Marketplace, or social commerce platforms
Discount websites, deal sites, or coupon aggregators
Unauthorized resellers, secondary distributors, or diverters
International resale outside the United States without written authorization
Liquidation channels, closeout sites, or bulk auction platforms
Any channel not expressly approved in writing by DermaFirm USA

8.3 Anti-Diversion

You agree not to:

Sell products to other resellers, distributors, or wholesalers
Knowingly sell to individuals or entities you reasonably believe will resell through unauthorized channels
Engage in product diversion of any kind
Sell or transfer professional-only products to unlicensed parties

8.4 Enforcement & Remedies

DermaFirm USA actively monitors marketplaces, websites, and channels for unauthorized resale. Violations may result in:

Immediate account termination without refund of pending orders
Permanent ban from DermaFirm USA and affiliated brands
Forfeiture of pending refunds, credits, or returns
Legal action for breach of contract, trademark infringement, unfair competition, and tortious interference
Recovery of damages, legal fees, and lost profits
Reporting to credit agencies and industry associations

9. Brand Use, Marketing & Intellectual Property

9.1 Limited License to Use Brand Assets

DermaFirm USA grants Account Holders a limited, non-exclusive, non-transferable, revocable license to use:

DermaFirm logos, product imagery, and approved marketing assets
Approved product descriptions and ingredient information
Approved before/after imagery (where provided)
Educational and training content (for internal use only)

Only for the purpose of:

Promoting authorized resale to your clients
In-clinic marketing and client education
Approved digital and social media marketing

9.2 Marketing Approval & Restrictions

You must:

Use only approved imagery, copy, and brand assets provided by DermaFirm USA
Not modify, alter, or distort logos, packaging imagery, or product photos
Not make medical claims beyond approved product labeling (FDA cosmetic claims only)
Not create or distribute counterfeit or misleading marketing materials
Submit promotional campaigns featuring DermaFirm products for approval if reach exceeds 10,000 users
Honor all FTC endorsement and disclosure guidelines in influencer and affiliate marketing

9.3 Prohibited Brand Use

You may NOT:

Register domain names, social handles, or trademarks containing "Dermafirm," "DermaFirm USA," or similar marks
Use DermaFirm trademarks in paid search advertising (Google Ads, Bing Ads) without authorization
Claim exclusive distributor, authorized representative, or official partner status without written designation
Use brand assets in inappropriate contexts (adult content, controversial topics, competing brand promotions)
Disparage DermaFirm USA, Dermafirm Korea, or any affiliated brand publicly

9.4 Termination of License

Upon account termination or expiration:

All brand use rights immediately revoke
You must cease use of all DermaFirm logos, imagery, and marketing materials within 30 days
You must remove product listings, references, and promotional content from all owned channels
Inventory on hand may be sold through at MSRP only, with prior written approval

10. Training, Education & Certification

10.1 Professional Education

DermaFirm USA may offer:

Product training (in-person, virtual, recorded)
Treatment protocol education
Clinical certification programs for advanced products and devices
Ongoing continuing education opportunities

10.2 Certification Requirements

Certain professional products (advanced peptides, exosomes, PDRN, aesthetic devices) may require completion of certification training before purchase eligibility. You agree to:

Complete required training modules
Pass any associated assessments
Maintain certification through periodic renewal

10.3 Training Materials

All training materials, protocols, and educational content are proprietary and confidential. You may not:

Reproduce, distribute, or resell training content
Use training materials to support competing brand promotion
Share certification credentials with non-certified individuals

11. Confidentiality

Account Holders may receive confidential information including:

Wholesale pricing and discount structures
Product roadmaps and unreleased product information
Marketing strategies and promotional plans
Customer lists and account information
Proprietary formulation information shared in clinical training

You agree to:

Maintain strict confidentiality of all such information
Use confidential information only for purposes of operating your account
Not disclose confidential information to competitors, unauthorized parties, or public forums
Return or destroy confidential information upon account termination

Confidentiality obligations survive termination of this Agreement.

12. Insurance & Liability

12.1 Required Insurance

Account Holders that perform aesthetic, medical, or skincare treatments using DermaFirm USA products are required to maintain:

General liability insurance of at least $1,000,000 per occurrence
Professional liability (malpractice) insurance appropriate to scope of practice
Product liability coverage where applicable

Proof of insurance may be requested at any time. Failure to maintain adequate insurance may result in account suspension.

12.2 Indemnification by Account Holder

You agree to indemnify, defend, and hold harmless DermaFirm USA, Inc., its officers, directors, employees, affiliates, brand partners, and licensors from any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from:

Your professional services or treatments using DermaFirm products
Your breach of this Agreement or any DermaFirm USA policy
Your misuse of products or off-label application
Your resale activities and customer transactions
Your violation of any law, regulation, or third-party right
Any claim by your clients related to product application or outcome

12.3 Limitation of Liability

DermaFirm USA's total aggregate liability under this Agreement for any claim shall not exceed the total amount paid by Account Holder to DermaFirm USA in the 12 months preceding the claim, or $1,000, whichever is greater.

DermaFirm USA shall not be liable for indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or business opportunity.

13. Term & Termination

13.1 Term

This Agreement is effective upon account approval and continues until terminated.

13.2 Termination by Account Holder

You may terminate your account at any time by submitting written notice to jessica@dermafirmusa.com. All outstanding balances become immediately due upon termination.

13.3 Termination by DermaFirm USA

DermaFirm USA may terminate this Agreement, suspend your account, or refuse orders at our sole discretion, with or without notice, for reasons including:

Breach of this Agreement or any Policy
License lapse, suspension, or revocation
Unauthorized resale or channel violations
Non-payment or chargeback activity
Brand or trademark misuse
Conduct harmful to DermaFirm USA, its brand partners, or other Account Holders
Failure to meet minimum order or annual purchase requirements
Fraud, misrepresentation, or false information on application

13.4 Effect of Termination

Upon termination:

All pending orders may be cancelled at our discretion
All outstanding balances become immediately due
All brand use rights revoke immediately
All confidentiality obligations survive
Inventory on hand may be sold through at MSRP for 30 days with prior approval, after which all DermaFirm-branded marketing must cease
DermaFirm USA may publicly delist you from any "Find a Provider" or authorized location directories

13.5 Survival

The following sections survive termination: 8 (Resale Restrictions), 9 (Intellectual Property), 11 (Confidentiality), 12 (Liability & Indemnification), 14 (Dispute Resolution), and any other provisions that by their nature should survive.

14. Dispute Resolution, Governing Law & Jurisdiction

14.1 Informal Resolution

Before initiating any formal action, you agree to contact DermaFirm USA in writing and attempt to resolve the dispute in good faith for at least 30 days.

14.2 Binding Arbitration

Disputes unresolved through informal means shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. Arbitration shall be conducted in Essex County, Massachusetts, or via video conference where permitted. The arbitrator's decision is final and binding.

14.3 Class Action Waiver

You and DermaFirm USA agree that each may bring claims only in an individual capacity and not as a plaintiff or class member in any class, collective, or representative proceeding.

14.4 Equitable Relief

Notwithstanding arbitration, DermaFirm USA may seek injunctive or equitable relief in any court of competent jurisdiction to protect intellectual property, enforce confidentiality, or address resale violations.

14.5 Governing Law

This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law principles, and applicable U.S. federal law.

14.6 Jurisdiction

Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Essex County, Massachusetts, and you consent to such jurisdiction and venue.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with the Policies, constitutes the entire agreement between you and DermaFirm USA regarding your Professional Account and supersedes all prior or contemporaneous communications, representations, or agreements.

15.2 Modifications

DermaFirm USA may modify this Agreement at any time. Material changes will be communicated via email or account notification. Your continued use of the Professional Account after notice constitutes acceptance.

15.3 Assignment

You may not assign or transfer this Agreement without our prior written consent. DermaFirm USA may freely assign in connection with a merger, acquisition, or business transfer.

15.4 Severability

If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15.5 No Waiver

Failure to enforce any provision does not constitute a waiver.

15.6 Independent Contractors

Account Holder and DermaFirm USA are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.

15.7 Force Majeure

Neither party shall be liable for delays or failures due to causes beyond reasonable control (natural disasters, pandemics, war, supply chain disruptions, government action, etc.).

15.8 Notices

Notices to DermaFirm USA shall be sent to:

DermaFirm USA, Inc. 9 Bartlet Street, Unit 259 Andover, MA 01810, USA Email: jessica@dermafirmusa.com

Notices to Account Holder shall be sent to the email and address on file.

16. Acknowledgment & Acceptance

By submitting a Professional Account application, placing an order, or accessing wholesale resources, you acknowledge that:

You have read and understood this Agreement in full
You have the legal authority to bind your business to this Agreement
You agree to be bound by all terms and the referenced Policies
You hold the professional license required for your account type
You will comply with all applicable laws in your jurisdiction
You understand that violation of this Agreement may result in account termination and legal action

17. Contact Us

For questions about this Agreement, professional account applications, or wholesale inquiries:

DermaFirm USA, Inc. 📧 Email: jessica@dermafirmusa.com 📍 Mailing Address: 9 Bartlet Street, Unit 259, Andover, MA 01810, USA 🌐 Website: dermafirmusa.com 📋 Subject Line for Account Inquiries: "Professional Account – [Nature of Inquiry]"