CLARINS INDEPENDENT BEAUTY COACH AGREEMENT

1. Beauty Coach understands that this Independent Beauty Coach Agreement is subject to acceptance by CLARINS. CLARINS reserves the right to refuse to accept an Independent Beauty Coach Agreement for any reason in its sole discretion. Upon acceptance by CLARINS, these terms and conditions, together with commissions payments, shall constitute the entire agreement (the “Agreement”) between CLARINS and Beauty Coach. This Agreement will only become effective and binding on the date it is accepted by the CLARINS (the “Effective Date”).

2. CLARINS agrees, subject to the terms and conditions of this Agreement: (i) to fulfill purchases of CLARINS products (the “Products”) by Beauty Coach’s customers; (ii) provide Beauty Coach with a personal CLARINS website url to generate Beauty Coach’s CLARINS business activities; and (iii) provided that Beauty Coach is in compliance with all terms of this Agreement, pay Beauty Coach a 20% commission based on the purchase price paid for Products from every guest purchase made from their personal CLARINS website. The price that will be commissioned is the amount that the customer’s credit card was charged minus sales tax, shipping and discounts.

3. As an Independent Beauty Coach for CLARINS, Beauty Coach shall have the right to: (i) sell Products to customers in accordance with the Agreement; and (ii) earn commissions. Beauty Coach agrees to market and promote the CLARINS Products pursuant to the terms of the Agreement and as set forth in official CLARINS literature.

4. To be eligible for enrollment, Beauty Coaches must be the legal age of majority and a legal resident of the United States or U.S. territories and agree to purchase a noncommissionable Starter Pack for $15. The Starter Pack is the only purchase required to conduct business as a CLARINS Independent Beauty Coach. A Starter Pack may be returned for a full refund if Beauty Coach terminates this Agreement within 15 days from the date of enrollment. Beauty Coaches shall provide a valid Social Security Number or Federal Tax ID at the onset of enrollment to the program, as is required after they reach $600 in earnings from CLARINS or $5,000 in sales. Failure to provide this information will result in suspension or termination of the Agreement.

5. Beauty Coach acknowledges and agrees that Beauty Coach shall at all times be an independent contractor and not an employee, partner, franchisee, representative, agent or joint venturer of CLARINS. The Parties agree that Beauty Coach is not authorized to, and shall not, act on behalf of or obligate CLARINS in any way, legally or financially. At all times Beauty Coach must represent herself or himself to others as an independent Beauty Coach of CLARINS and shall not make any representations that are deceptive or otherwise misleading regarding the nature of Beauty Coach’s relationship with CLARINS.

6. Beauty Coach further acknowledges and agrees that Beauty Coach shall not be treated as an employee of CLARINS for Federal or State tax purposes. Beauty Coach shall be responsible for Beauty Coach’s business expenses, self-employment taxes, estimated tax liabilities, personal property taxes and other similar obligations, whether federal, state or local. CLARINS shall not pay or withhold any FICA, SDI, federal or state income tax or unemployment insurance or tax or other amounts from any commissions or bonuses paid to Beauty Coach. Beauty Coach shall be solely responsible for payment of all taxes, withholdings and other amounts due in regard to Beauty Coach’s own employees, if any.

7. Beauty Coach shall be solely responsible for determining, reporting and paying all sales tax, business license fees and/or any other similar taxes, fees or items required by any governing or agency or taxing authority. Beauty Coach shall be solely responsible for obtaining all business licenses required with regard to Beauty Coach’s CLARINS business. As a convenience, CLARINS collects sales tax on behalf of Beauty Coaches for sales to their customers based on the suggested retail price of the CLARINS products. CLARINS collects sales tax on Beauty Coaches’ orders placed through their personal account. Sales tax collected by CLARINS is based on the sale occurring at the applicable “Ship To” address. CLARINS submits sales tax collected to the appropriate agency on behalf of each Beauty Coach. Collection and remittance of sales tax by CLARINS is provided as a convenience only and shall not create or be indicative of any relationship other than an independent contractor relationship. Beauty Coach expressly waives and releases CLARINS from any liability or claims regarding the determination, collection, remittance or reporting of sales tax. If a Beauty Coach has submitted, and CLARINS has accepted, a current sales tax exemption certificate, CLARINS will not collect sales tax on the Beauty Coach’s direct purchase of CLARINS products and it shall be the Beauty Coach’s responsibility to collect and remit sales tax to the appropriate tax agency.

8. Beauty Coach is responsible for her or his own business activities, working hours and business methods, so long as the Beauty Coach complies with the terms of this Agreement and all applicable laws. CLARINS does not maintain or grant exclusive sales areas or territories for the benefit of the Beauty Coach. Beauty Coach acknowledges that neither this Agreement, nor any compensation, bonuses, commissions or incentive plans or programs offered by CLARINS constitutes a franchise, business opportunity, or seller assisted marketing plan. Beauty Coach further acknowledges that CLARINS has not expressly or impliedly stated or represented to Beauty Coach that Beauty Coach will earn income or that there is a market for the Products.

9. Business Entities. There may be certain advantages (tax benefits, etc.) to operating an Independent CLARINS Beauty Coach business as a corporation, limited liability company or partnership (“Business Entity”). A Beauty Coach who wishes to operate her or his business as a Business Entity must submit a properly completed Business Entity Registration Form to CLARINS and such form must be accepted by CLARINS. At all times, the Business Entity must be owned 100 percent by the Beauty Coach (and her or his spouse, if applicable) and the sole business of the Business Entity shall be the operation of the Beauty Coach’s CLARINS business. No change in the ownership of the Business Entity shall be made without the prior written approval of CLARINS. The name of the Business Entity shall not be the same or similar to any CLARINS trademarks or product names or other proprietary names or service marks.

10. Ethical Business Practices. Beauty Coach shall at all times, conduct her or his CLARINS business in a manner that reflects favorably at all times on the CLARINS Products and the name, goodwill, and reputation of CLARINS. Beauty Coach shall not engage in deceptive, misleading, or unethical conduct or practices that are or might be detrimental to CLARINS, the Products, other Beauty Coaches or the public. Beauty Coach shall comply with all laws, rules, regulations, and governmental requirements applicable to the operation of their independent CLARINS business and performance of their obligations under this Agreement, including the marketing, promotion, and sale of the CLARINS Products. In addition, Beauty Coach shall: (i) not publish or use any misleading or deceptive advertising material regarding CLARINS or its Products; (ii) honor the customer return/refund policy; (iii) not make any statements, representations, guarantees, or warranties regarding the CLARINS Products that are inconsistent with those set forth in CLARINS marketing materials (whether with regard to prices, quality, performance, standards, grades, contents, style or model, place of origin, availability, or otherwise); (iv) distribute the CLARINS Products as shipped by CLARINS, unopened and with all documentation, packaging, and other supplemental materials intact; (v) not alter or modify any CLARINS Product or packaging, or take any action that affects or could affect the appearance, quality, content, or performance of any CLARINS Product; (vi) not place orders for the sole purpose of achieving a commission, incentive, award, or bonus; (vii) not make any online postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on INDEPENDENT BEAUTY COACH AGREEMENT PAGE 4 race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the CLARINS or any third party.

11. Retail Establishments. Beauty Coaches are not permitted to sell or display Products in any permanent retail establishment open or available to the general public or otherwise available to “walk-in” customers. This includes department stores, mall booths, kiosks, specialty gift shops or any other business or commercial establishment that is open or available to the general public.

12. Earnings Claims. Beauty Coach shall not make any earnings claims or representations in connection with promoting CLARINS as a business or income opportunity except as specifically set forth in materials published by CLARINS. Sales Tools. Beauty Coach may create her or his own sales aids, presentations, advertising and promotional materials (“Sales Tools”). To ensure that Sales Tools are not deceptive and contain only substantiated claims, all Sales Tools must contain only those product claims and income claims published by CLARINS, clearly identify they were created by an independent Beauty Coach and identify the Beauty Coach. Beauty Coach shall not sell or attempt to sell such Sales Tools. Beauty Coach may make Sales Tools available to other Beauty Coaches free of charge. CLARINS reserves the right to review any Sales Tools to ensure compliance with this Agreement. Beauty Coach hereby grants CLARINS an irrevocable license to use the Sales Tools and make them available to other Beauty Coaches for use at its discretion, and waives all claims against CLARINS, its officers, directors, owners, employees, agents and other Beauty Coaches for such use of the Sales Tools. In addition, CLARINS may create Sales Tools that are available for purchase by Beauty Coaches.

13. Use of Company Trademarks. The name “CLARINS” and other names and logos used by CLARINS are proprietary trade names, trademarks and service marks solely and exclusively owned by CLARINS (the “Company Marks”). CLARINS grants to Beauty Coach a limited, nonexclusive, non-transferable license to use the Company Marks during the term of this Agreement provided that such use complies with the provisions of this Agreement. Beauty Coach shall not use anything confusingly similar to the Company Marks in any email address, website domain name, or social media name or address. Beauty Coach shall also not use any Company Marks or any derivatives or variations of such marks or anything confusingly similar with any pay-per-click or other search engine optimization strategy.

14. Social Media & Digital Marketing. Should Beauty Coach utilize social media and digital marketing in promoting her or his CLARINS business, including but not limited to blogs/individual websites, web forums, Facebook, Instagram, Twitter, LinkedIn, YouTube, Pinterest, or other online platforms, Beauty Coach agrees to each of the following:

a. Beauty Coaches must conspicuously identify themselves as an independent Beauty Coach in all advertising, directory listings, promotional material, social media postings, and other forums in which they promote CLARINS’s products, services and/or business.

b. No product sales or enrollments may occur on any social media site. Beauty Coach must complete all sales and enrollments in his or her personal CLARINS’s website url.

c. It is Beauty Coach’s responsibility to follow the social media site’s terms of use. If the social media site does not allow its site to be used for commercial activity, Beauty Coach must abide by the site’s terms of use, and all other rules of the site.

d. A Beauty Coach may not use any social media site or other web presence on which they discuss or promote CLARINS or the Products to solicit CLARINS Beauty Coaches for another direct selling or network marketing program or that may be reasonably viewed as inviting an inquiry from other CLARINS Beauty Coaches regarding another direct selling company or business opportunity.

e. Beauty Coach may utilize assets provided by CLARINS in social media posts and as background images, but the avatar or main image may not be a CLARINS logo or image utilized by CLARINS.

f. Beauty Coach may not imply exclusivity or ownership of a specific geographical area in a social media profile, post or website.

g. Beauty Coaches may promote prices, special, promotions or programs offered by CLARINS. Beauty Coach may only advertise personal specials, prices or promotions through direct one-to-one communications in person, email, direct or private message, telephone, text or direct mail.

15. Spam Linking, Emails and Text Messages. Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards, social media sites or forums. This includes blog spamming, blog comment spamming and/or spamdexing. Spam linking by Beauty Coaches, including posting links or redirects to social media profiles or the CLARINS website, is strictly prohibited. In addition, CLARINS does not permit Beauty Coaches to send unsolicited commercial e-mails or text messages unless such e-mails and text messages strictly comply with applicable laws and regulations including, without limitation, the Federal CAN-SPAM Act. Beauty Coach must ensure that any e-mail or text advertisement or solicitation that promotes CLARINS complies with all applicable laws and regulations.

16. Confidential Information. Beauty Coach acknowledges that CLARINS may provide Beauty Coach with proprietary or non-public information and reports relating to Beauty Coach’s sales activity, other Beauty Coaches, Products or customers (“Confidential Information”). Confidential Information shall include, but not be limited to, reports and compilations generated by CLARINS that are made available to Beauty Coach, contact and earnings information of other Beauty Coaches, sales information, forecasts, projections or other materials furnished or prepared by CLARINS for Beauty Coach’s use. Beauty Coach acknowledges that CLARINS is the sole owner of any and all Confidential Information provided to Beauty Coach pursuant to this Agreement. In this regard, Beauty Coach shall: (i) not directly or indirectly divulge, disclose, disseminate, distribute, license, sell, use or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized or permitted by CLARINS to receive such Confidential Information; (ii) use best efforts and exercise the highest degree of care to prevent disclosure of any Confidential Information to any third party; and (iii) not directly or indirectly make any use whatsoever of the Confidential Information, except for purposes of performing services under this Agreement. The parties each acknowledge that the restrictions in this paragraph are reasonable efforts of CLARINS to protect and maintain the Confidential Information. The obligation of Beauty Coach regarding confidentiality shall survive for so long as CLARINS may, in its sole discretion, consider the Confidential Information to be confidential.

17. Beauty Coach shall not directly or indirectly utilize Confidential Information in connection with any other business or commercial venture or the marketing or promotion of another company’s products or services. Similarly, Beauty Coach shall not directly or indirectly utilize Confidential Information to solicit other Beauty Coaches or customers to join another direct sales company or purchase products or services from another company.

18. Non-Disparagement. During the term of this Agreement, Beauty Coach agrees to refrain from making negative, disparaging, untrue or misleading statements or comments about CLARINS, its Products, the commissions or CLARINS’ officers, employees or other Beauty Coaches.

19. Non-Solicitation. During the term of this Agreement and one (1) year following the termination of this Agreement, Beauty Coach agrees to not directly or indirectly solicit any CLARINS Beauty Coach to (i) join, enroll or affiliate with another direct sales company; or (ii) terminate or alter the Beauty Coach’s business relationship with CLARINS. As used in this paragraph, “solicit” includes the direct or indirect, actual or attempted, solicitation, encouragement, or effort to influence another Beauty Coach to participate in another direct selling business opportunity, even if the Beauty Coach’s actions are in response to an inquiry made by another Beauty Coach. As used in this paragraph “direct sales company” includes any network marketing, multilevel marketing, party plan or social media company that sells products or services through independent sales representatives.

20. Right of Publicity. Beauty Coach grants to CLARINS a revocable license to use the Beauty Coach’s name, photograph, likeness, personal story, testimonial, and/or CLARINS business history or information in advertising and promotional materials and waives all claims for remuneration for such use. The Beauty Coach waives any right to inspect or approve the same prior to publication by CLARINS. Beauty Coach may revoke this authorization by delivering written notice of revocation to CLARINS.

21. Adjustments to Commissions. When a product is returned by a customer for a refund or a chargeback occurs, the commissions and overrides earned as a result of the corresponding sale will be deducted from the Beauty Coach. In addition, any points, volume, or metric used to calculate eligibility or payout of commissions, bonuses, incentives, or promotions will be adjusted.

22. Deadlines. Month-end closing dates and published contest deadlines are firm and no exceptions are granted in the regular course of business. CLARINS may, however, extend deadlines at its sole discretion in the event of extenuating circumstances such as a natural disaster.

23. Sales in Authorized Countries Only. Beauty Coach may only operate a CLARINS business or engage in CLARINS business activities in countries in which CLARINS is authorized to conduct business. Due to legal and tax considerations, CLARINS Products purchased in the United States cannot be delivered or sold in any foreign country for the purpose of resale.

25. No Inventory Requirements. Beauty Coach is neither required to purchase nor required to carry any amount of inventory of Products. CLARINS encourages Beauty Coaches to have their customers place their orders directly through the Beauty Coach’s personal website url. Beauty Coaches will receive full credit for all such sales, without the need to carry any inventory at all. Beauty Coaches may, at their option, purchase CLARINS products for personal consumption.

26. One Account Per Beauty Coach. A Beauty Coach may hold only a single account. A Beauty Coach may not be a party to more than one Independent Beauty Coach Agreement or hold, directly or indirectly, any interest in another CLARINS business, including through a spouse or domestic Beauty Coach.

27. Divorce/Business Dissolution. CLARINS is not able to divide commissions among multiple parties. Therefore, in the event of a divorce, any divorce settlement or divorce decree must award the business in its entirety to one party. CLARINS will recognize as the owner of the business the former spouse who is awarded the business pursuant to a legally binding settlement agreement or divorce decree. In the event a business entity that operates a CLARINS business dissolves, the owners of the business entity must instruct CLARINS on the identity of the proper party who is to receive the business. The business must be awarded to a single individual or entity that was previously recognized by CLARINS as an owner of the business entity.

28. Security of Customer Data and Confidential Information. Beauty Coach must adopt, implement, and maintain appropriate administrative, technical, and physical safeguards to protect against anticipated threats or hazards to the security of Confidential Information and customer data. Appropriate safeguards for electronic and paper records may include but are not limited to: (i) encrypting data before electronically transmitting it; (ii) storing records in a secure location; (iii) password-protecting computer files or locking up physical files containing Confidential Information and (iv) shredding or irretrievably deleting Confidential Information and customer data. Beauty Coach must comply with all applicable privacy and data security laws, including security breach notification laws. In the event of an actual or suspected security breach affecting Confidential Information or customer data, the Beauty Coach shall promptly notify the affected customers and CLARINS in writing after becoming aware of such security breach and specify the extent to which Confidential Information or customer data was disclosed or compromised and shall promptly comply with all applicable security breach disclosure laws. Beauty Coach, at her or his expense, shall cooperate with CLARINS and affected customers and use their best efforts to mitigate any potential damage caused by a security breach, including by sending notice to the affected individuals, state agencies, and consumer reporting agencies, if such notification is required by law.

29. Term. The term of this Agreement is one year from the date of its acceptance by CLARINS. This Agreement shall automatically renew for successive one-year terms unless either party notifies the other that it does not wish to renew the Agreement. Failure to pay the annual renewal fee of $25 within 30 days of the end of the month that is the anniversary month of the Effective Date of this Agreement shall be considered notification by Beauty Coach that he or she does not wish to renew the Agreement. If CLARINS elects not to renew the Agreement, it shall provide Beauty Coach with written notification of such election at least thirty (30) calendar days prior to the renewal date.

30. Termination. Notwithstanding any other provision in this Agreement, upon any breach by the Beauty Coach of this Agreement, CLARINS reserves the right, in addition to any available legal or equitable right or remedy, to terminate this Agreement upon written notice to Beauty Coach. CLARINS reserves the right to terminate this Agreement upon thirty (30) days’ notice to the Beauty Coach in the event that CLARINS elects to: (a) cease business operations; (b) dissolve as a business entity; or (c) terminate the distribution of its Products via a direct selling channel. Beauty Coach has the right to terminate this Agreement at any time for any reason. Notice of termination shall be submitted electronically or in writing to CLARINS’s corporate office.

31. Effect of Termination. If this Agreement is terminated for any reason, Beauty Coach shall not be eligible to make sales on behalf of CLARINS, hold herself or himself out to the public as a CLARINS Independent Beauty Coach, utilize any Confidential Information or otherwise use any of the Company Marks. In the event of termination or non-renewal of this Agreement, all rights of the Beauty Coach, if any, to any bonuses, commissions, or other compensation, whether or not related the productivity or sales activities of any other Beauty Coach, or otherwise, shall terminate.

32. Return of Unsold Inventory by Terminating Beauty Coach. Upon any termination of this Agreement, a Beauty Coach may return any unsold Products that the Beauty Coach purchased from CLARINS within the 12-month period preceding the date of termination for a refund. [12-month requirement not applicable to residents of Maryland, Wyoming, Massachusetts and Puerto Rico]. A Beauty Coach may only return Products that are current and in resalable condition. “Current and Resalable Condition” means any Product being offered for sale by CLARINS on the date it receives the unsold Product from the terminating Beauty Coach, the items are returned in original packaging with product tags, and the items have not been altered or damaged. After CLARINS’s receipt of the Products, CLARINS will refund 100% of the original purchase price, less shipping charges. The refund will be credited back to the same method of payment used by Beauty Coach for the original order. Any returned Products that CLARINS determines are not in resalable condition will be shipped back to Beauty Coach at Beauty Coach’s expense.

33. Amendments. CLARINS may, at its sole discretion, amend this Agreement, or discontinue certain commissions or Products. The Beauty Coach shall have no vested interest in any such plan or program, provided, however, that CLARINS may not change the terms or conditions regarding compensation for any Product actually sold to a Beauty Coach. The Agreement, including the Beauty Coach Pay Program, may be amended at the sole discretion of CLARINS. Notification of amendments shall be sent to the Beauty Coach by email and posted in the Beauty Coach’s CLARINS Back Office. Amendments shall become effective thirty (30) days after notification to the Beauty Coach but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of a Beauty Coach’s CLARINS business after the effective date of any amendment shall constitute the Beauty Coach’s acceptance of such amendment. CLARINS may also require Beauty Coach to accept and agree to be bound by any amendments.

34. Limitation of Liability. The Parties agree that neither party shall be liable for, and the Parties agree to release, defend, and hold harmless the other Party from, all claims for special, indirect, incidental, punitive, consequential or exemplary damages of any kind or nature for any claim or cause of action relating to or arising from the Agreement.

35. Indemnity. Beauty Coach agrees to indemnify and hold CLARINS, its directors, officers, managers and employees harmless from and against all claims, damages or liabilities (including attorney’s fees) arising from or relating to (a) Beauty Coach’s promotion or operation of her or his CLARINS business; (b) any negligent, reckless or intentionally wrongful act of Beauty Coach or any person acting on Beauty Coach’s behalf; (c) any breach by Beauty Coach of any term of this Agreement; and (d) any claim alleging that Beauty Coach has violated or infringed upon any rights of third-parties, including but not limited to privacy rights or intellectual property rights.

36. Entire Agreement. The Agreement, including the Beauty Coach Pay Program, constitutes the entire agreement between CLARINS and Beauty Coach and supersedes all prior and contemporaneous agreements, representations and understandings between the parties. To the extent that the terms or conditions of any documents incorporated into this Agreement by reference conflict with the terms or conditions of this Agreement, the terms and conditions of this Agreement shall control. No waiver of any of the provisions of the Agreement shall be deemed or shall constitute a waiver of any other provision.

37. Severability. If any provision of this Agreement shall, for any reason, be held unenforceable, such provision shall be severed from this Agreement, and such severed provision shall be reformed only to the extent necessary to make it enforceable. The Invalidity of such severed provision, however, shall not affect the enforceability of any other provision of this Agreement and the remaining provisions shall remain in full force and effect.

38. No Assignment. Beauty Coach may not assign this Agreement or any rights arising from this Agreement without the prior written consent of CLARINS. Any attempt to transfer or assign the Agreement or any rights under the Agreement without the express written consent of CLARINS shall render the Agreement void.

39. Indebtedness. Beauty Coach agrees that CLARINS may deduct, withhold, set-off, or charge to any form of payment the Beauty Coach has previously authorized, any amounts that the Beauty Coach owes or is indebted to CLARINS.

40. Warranty, Disclaimer. CLARINS warrants to Beauty Coach that the Products as and when delivered by CLARINS shall be free from material defects. CLARINS’s sole obligation to Beauty Coach and Beauty Coach’s sole and exclusive remedy for a breach of this warranty shall be to return any defective CLARINS product and receive a replacement or credit as described in the CLARINS return policy. To the maximum extent permitted by law, CLARINS disclaims all other warranties with respect to CLARINS Products, the CLARINS direct sales program, the CLARINS Beauty Coach Pay Program and any other subject matter of this Agreement, including any warranties of merchantability, fitness for a particular purpose, title, non-infringement or accuracy.

41. Remedial Actions. CLARINS reserves the right to take remedial action as necessary to enforce the terms of this Agreement and ensure appropriate conduct by Beauty Coach. Breach of this Agreement or any illegal, fraudulent, deceptive or unethical business conduct by Beauty Coach may result, in CLARINS’s discretion, in one or more of the following: (i) a written warning; (ii) requirement that Beauty Coach take immediate corrective measures; (iii) loss of rights to purchase CLARINS products at discount prices or receive future commissions and bonuses; (iv) suspension of Beauty Coach’s right to engage in CLARINS business; (v) termination of this Agreement; or (vi) any other measure or action that CLARINS, in its sole discretion, determines to be appropriate.

42. This Agreement, including any procedural or substantive rights in any arbitration, shall be governed by and construed in accordance with the laws of the State of New York without giving effect to principles of conflicts of laws. The Federal Arbitration Act shall otherwise govern all matters relating to arbitration.

43. Negotiation and Mediation. In the event of a dispute, claim or controversy arising from or relating to this Agreement, the Parties agree to try to resolve such dispute informally. In this regard, the aggrieved Party shall send a “Notice of Dispute” to the other Party which contains a brief statement setting forth the facts giving rise to the disputed matter and the relief requested by the aggrieved Party. The Parties agree to use reasonable, good faith efforts to settle any dispute through consultation and good faith negotiations within thirty (30) days following delivery of the Notice of Dispute. If the dispute cannot be resolved through negotiation, the Parties agree to submit the dispute to non-binding mediation with a mediator mutually agreeable to the Parties. If the Parties are unable to agree on a mediator, the Parties agree to utilize JAMS to designate a mediator. Unless the Parties agree otherwise, including to conduct the mediation telephonically, the mediation shall take place in New York, New York within six (6) weeks following delivery of the Notice of Dispute. Beauty Coach and CLARINS agree that the dispute resolution procedure set forth in this paragraph is a condition precedent which must be satisfied before initiating any arbitration against the other Party.

44. AGREEMENT TO ARBITRATE. THE PARTIES MUTUALLY AGREE THAT ANY CLAIM OR DISPUTE BETWEEN THEM ARISING FROM OR RELATING TO THIS AGREEMENT, THE BEAUTY COACH PAY PROGRAM OR THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT WHICH CANNOT BE RESOLVED BY NEGOTIATION OR MEDIATION SHALL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION BEFORE A SINGLE ARBITRATOR UTILIZING JAMS DISPUTE RESOLUTION SERVICES. BY AGREEING TO ARBITRATE, THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY.

a. The arbitration shall be governed by JAMS rules and procedures, which are available on JAMS’ website at http://www.jamsadr.com/rulesclauses/. Copies of JAMS Rules and Procedures will also be emailed to Beauty Coach upon request to CLARINS’ Customer Service Department.

b. In the event JAMS is unwilling or unable to hear the dispute, the Parties shall agree to, or an appropriate court shall select, another arbitration provider. Unless otherwise agreed upon by the Parties, any arbitration hearing shall take place in New York, NY, although either party may elect to participate in the arbitration by telephone. The Party filing the Demand for Arbitration shall be responsible for the initial filing fees and costs charged by JAMS and the respondent shall be responsible for payment of filing fees for any Cross-Complaint or Counterclaim. The Parties shall share equally the costs of case management fees, arbitrator fees or other fees charged by JAMS other than the filing fees referenced above. The Parties shall bear their own costs for attorney’s fees, court reporter fees, transcript fees and other litigation costs.

c. Although this agreement to arbitrate is made and entered into between the Beauty Coach and CLARINS, CLARINS’ affiliates, owners, members, managers, and employees (“Related Parties”) are intended third party beneficiaries of the Agreement, including this agreement to arbitrate.

d. This agreement to arbitrate shall survive the termination of this Agreement. Any issues related to the arbitrability of any claim, or the scope, validity or enforceability of this agreement to arbitrate shall be determined by the arbitrator. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery via courier. The Demand for Arbitration must include a statement of the legal and factual basis of the claim(s) to be arbitrated. The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure and the parties shall be permitted to bring motions under FRCP Rules 12 and 56. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a final judgment in a court of competent jurisdiction.

45. Class Action Waiver. Beauty Coach agrees that by entering into the above agreement to arbitrate Beauty Coach is waiving Beauty Coach’s right to have any dispute or claim brought, heard or arbitrated as a class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, or any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. The Parties agree that an arbitrator shall not have any authority to hear or arbitrate any class or collective action. The Parties agree that any claim that all or part of this class action waiver is unenforceable shall be determined by a state or federal court located in New York, New York and not by an arbitrator. The Parties further agree that if a court determines that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration.

46. Notwithstanding the Parties’ agreement to arbitrate, either Party may bring an action in a state or federal court located in New York, NY to obtain a restraining order, temporary or permanent injunction, or other equitable relief that may not otherwise be available to either party in arbitration. Failure by a Party to pursue negotiation and mediation pursuant to this Agreement shall not bar an action for equitable relief pursuant to this paragraph. The Parties may also seek judicial enforcement of an arbitration award in any court of competent jurisdiction.

47. The Parties agree that the state and federal courts located in New York, NY shall be the sole and exclusive venue and forum for any lawsuit or court proceeding between the Parties and each Party consents to personal jurisdiction in such courts and waives any and all objections to venue, jurisdiction or forum that might otherwise be available to either Party.

48. Louisiana Residents: Notwithstanding any other provision of this Agreement, if the Beauty Coach is a resident of Louisiana, the applicable law, jurisdiction and venue of any dispute between the parties arising from this Agreement shall be pursuant to Louisiana law.

49. If either Party wishes to bring an action against the other Party for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law. Failure to bring such action within such time shall bar all claims for such act or omission.

50. Unless otherwise provided in this Agreement, any notice or other communication required to be given under this Agreement shall be in writing and shall be deemed delivered to the other Party (i) upon personal delivery or delivery by professional courier; (ii) when sent by confirmed facsimile; (iii) when sent by electronic mail to CLARINS at USA-BeautyCoachConnect@clarins.com or the current email address on file provided by Beauty Coach to CLARINS; or (iii) if mailed by registered, certified or express mail to CLARINS U.S.A., Inc. at 1400 Broadway, 31st Floor, New York, NY 10018, USA or to Beauty Coach at the current address on file provided by Beauty Coach to CLARINS. If by mail, delivery shall INDEPENDENT BEAUTY COACH AGREEMENT PAGE 13 be deemed effective by the date shown on the return receipt or if there is no receipt three (3) days after the date of mailing.

By signing this Agreement, Beauty Coach (i) acknowledges that she or he has read, understands and agrees to the terms set forth in this Independent Beauty Coach Agreement, including the Commissions and Payments; (ii) certifies that all information provided by Beauty Coach in connection with Beauty Coach’s application to become a CLARINS Independent Beauty Coach is true and correct; and (iii) by signing this Agreement the undersigned intends to enter into a legally binding agreement with Clarins U.S.A., Inc.