This Alumier Partner Agreement (this "Agreement") is entered into by and between Alumier Labs Inc. ("Alumier") and {businessName} (the "Professional"), Dated {date}  (the "Commencement Date")

    WHEREAS, Alumier distributes a medical grade line of skincare products and the Professional wishes to purchase such products; and

    WHEREAS, Alumier is seeking to sell such products to the Professional and grant the Professional a license to sell the products to it customers.

    NOW THEREFORE, in consideration of the mutual promises and undertakings set out herein, the Parties to this Agreement agree as follows:

1.RESTRICTION ON INTERNET SALES, RESELLING AND DIVERSION

    1.1 Authorized Sales Channels: The Professional shall sell the Licensed Products only at the Operations Address or through the Business Platform provided by Alumier. In addition, the Professional may sell Licensed Products through its own website or through social commerce platforms including, without limitation, Instagram and Tik Tok provided that in all such cases the sale is processed through the Professional’s website and the Professional has integrated its website with Alumier’s Application Programming Interface (“API”) based on API credentials and technical documentation supplied by Alumier.

    1.2 Diversion: The Professional acknowledges and agrees that the sale of any Licensed Product(s) on the internet other than as provided in Section 1.1 or otherwise as prohibited by this Agreement constitutes Diversion and will damage Alumier’s brand reputation and business as well as the business of Alumier’s affiliated skincare professionals. In addition, because the Licensed Products are intended to be used only as directed by licensed and authorized skincare professionals, any Diversion of Licensed Products could result in significant harm to Customers. Accordingly the Professional shall not:

 
  a) sell or permit the resale of any Licensed Product on any internet site, other than as provided inSection 1.1;

  b) sell any Licensed Product to any Person for resale purposes or for the purpose of using suchLicensed Product as a trade-in for another skincare brand or grant any sub-license or similar rightwith respect to any Licensed Product to any Person in any manner;

  c) sell any Licensed Product which is a home care product meant for use by Customers outside of theProfessional’s business premises at a price equal to less than eighty five percent (85%) of Alumier’sSuggested Retail Price;

  d) sell Licensed Products to a Customer in a quantity greater than that generally purchased by anindividual for personal use.

e) sell any Licensed Product to any Customer, or other Person, who the Professional knows to be in the business of manufacturing or distributing skincare products or to any Customer, or other Person, who may be posing as a legitimate Customer in order to purchase the Licensed Products with the intent to damage Alumier's brand by reselling such Licensed Products to other parties or on the internet;

f) sell or provide Licensed Products to any diverter or reseller; and g) remove, tamper with, or modify any packaging, labels, or codes or other anti-diversion technologies applied to Licensed Products or their packaging by Alumier. If the Professional desires to terminate this Agreement, subject to the provisions of Article 5 of the Terms and Conditions, it must sell down its inventory in a manner approved by Alumier to ensure that such inventory is not resold by its purchasers and does not end up for sale on the internet causing damage to Alumier's brand.

OTHER OBLIGATIONS OF THE PROFESSIONAL

Professional Treatments: The Professional may only conduct treatments on Customers using Professional Products within its place of business utilizing suitably qualified personnel, such as a licensed esthetician in good standing, or a medical professional, including without limitation, MD, RN,

  2.2 General Obligations of the Professional: The Professional shall adhere at all times to all terms and conditions, policies, standards and specifications established by Alumier from time to time with respect to the Licensed Products. By entering into this Agreement, the Professional acknowledges and agrees that the sale of the Licensed Products and the use of the Business Platform are subject to the Additional Terms and Conditions to the Limited License and Distribution Agreement (the "Terms and Conditions") in effect from time to time. The Terms and Conditions currently in effect are attached as Exhibit "B".

Professional's Responsibility for Actions of Employees and Agents: The Professional agrees that it is responsible for any actions of the Professional's employees, agents, subsidiaries, contractors, or affiliates that violate the Professional's obligations as set forth in this Agreement and the Terms and Conditions. Any such actions are deemed to be the actions of the Professional.

  3.1 Access and Functionality: Alumier shall provide the Professional with access to the Business Platform, including a back-office system, to enable the Professional to place orders, register Customers, review past order history, review compensation reports, register for training courses, access Technical Information and communicate with Customers.

  3.2 Use of Business Platform by Customers: While Alumier does not seek to deal directly with Customers, and is relying totally on the professional expertise of the Professional to properly advise Customers regarding the selection of Licensed Product(s), Customers may access the Business Platform to re-order Licensed Products directly from Alumier. If Customers order Licensed Products directly from Alumier, the Professional will receive payment in connection with such sales on a monthly basis in

accordance with Alumier’s standard Business Platform compensation structure as notified to the Professional by Alumier, and as such may be amended from time to time in Alumier’s sole discretion.

  3.3 Other than as provided in Section 3.2, Alumier shall not make direct sales to any of the Professional’s Customers or seek to contact such Customers except to offer volume discounts in accordance with any discount structure that may be in effect at the time with respect to orders placed through the Business Platform. In the event of termination of this Agreement for any reason Alumier undertakes not to solicit any Customer for the purpose of directly selling Licensed Products.

  4. INDEMNIFICATION
    The Professional agrees to hold harmless Alumier, and its officers, directors, employees,shareholders, representatives and affiliates from any and all claims, liabilities, expenses and damages, including, reasonable attorney’s fees and costs, arising out of or in any way related to, (a) any injury that arises as a result of the negligence or willful misconduct of the Professional or any employee or representative thereof; (b) the failure of the Professional to comply with applicable laws or regulations; and (c)any breach by the Professional or any of its employees or representatives of this Agreement or the Termsand Conditions.

    Alumier agrees to hold harmless the Professional, and its officers, directors, employees, shareholders, representatives and affiliates from any and all claims, liabilities, expenses and damages, including, reasonable attorney’s fees and costs, arising out of or in any way related to any injury to a Customer that arises solely as a result of the use by the Customer of Licensed Products that have been negligently or defectively manufactured.

5. ENTIRE AGREEMENT
     This Agreement, including all Exhibits hereto, the Terms and Conditions and any documents incorporated herein by reference, constitutes the entire Agreement between Alumier and the Professional. This Agreement supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between Alumier and the Professional. By signing this Agreement, the Professional acknowledges, accepts and agrees to the Terms and Conditions and any documents incorporated by reference, all of which are deemed to be incorporated into, and form an integral part of this Agreement. In the event of any inconsistency between the terms of this Agreement and the terms of an Exhibit or any documents incorporated herein by reference, the terms of this Agreement will govern.

6.AMENDMENTS

      This Agreement, including the Terms and Conditions, may be amended by Alumier from time to time with written notice to the Professional.

7. COUNTERPARTS

This Agreement may be executed electronically and in counterparts, each of which (including the signature pages) shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS OF WHICH the parties have duly executed this Agreement and agree to be bound by it and the Terms and Conditions, as may be amended from time to time, pursuant to the terms set out herein.

I have authority to bind the Professional.

For the purposes of this Agreement the following terms shall have the following meanings:

"Agreement" has the meaning ascribed to it in Section 5.

"Authorized Sales Channel(s)" has the meaning ascribed to it in Section 1.1.

"Confidential Information" has the meaning ascribed to it in Article 5 of the Terms and Conditions.

"Customer" means clients under the care of the Professional who are users of the Licensed Products.

"Diversion" means the sale of Licensed Products by the Professional outside of Authorized Sales Channels as described in Section 1.2.

"Business Platform" has the meaning ascribed to it in Section 3.

"Intellectual Property Rights" means, collectively, all current and future proprietary rights provided under patent law, copyright law (including moral rights), trademark law, design patent or industrial design law, or any other statutory provision or common law principles, including trade secret law, which may provide a right in either Confidential Information, processes or know-how in any way relating to the Licensed Products, the Business Platform, Technical Information and Trademarks.

"Licensed Products" means all products as set out in the Product List and Payment Terms, for which a license has been granted to the Professional pursuant to Article 1 of the Terms and Conditions.

"Operations Address" means the Professional's physical place of business as recorded in the address section for the Professional after the signature section of this Agreement and any other business location owned by the same Person signing this Agreement as recorded in Exhibit C attached to this Agreement or any other business locations owned by the same Person signing this Agreement that may be added to Exhibit C after the execution of this Agreement pursuant to written notice received by Alumier from the Professional.

"Party/Parties" means Alumier and the Professional.

"Person" means a natural person, partnership, limited partnership, limited liability partnership, corporation, trust, unincorporated association, limited liability company, joint venture or other entity.

"Product List and Payment Terms" means a list of all Licensed Products available for purchase by the Professional, a copy of which is provided to the Professional during the account opening process, or is available from Alumier on request, together with cost pricing, the Suggested Retail Price and payment terms, provided that the types of Licensed Products offered to the Professional as well as all other information in the Product Listing and Payment Terms may be amended from time to time in the sole discretion of Alumier by way of the provision of a revised Product List and Payment Terms to the Professional.

"Professional" means as defined on page 1 of this Agreement, and for the purposes of this Agreement shall include each of its principals, owners, directors, officers, partners, members, and shareholders.

"Professional Products" means Licensed Products such as chemical peels that may only be used in treatments on Customers that are applied by the Professional at the Professional's place of business.

"Suggested Retail Price" means the suggested retail selling price for any Licensed Products at set out in the Product List and Payment Terms

"Technical Information" means any knowledge, experience, merchandising techniques, know how, data, designs, methods, processes, specifications, instructions, inventions, manuals, drawings, sketches, notes, documents, marketing information, training materials, usage manuals, labels, technical support or assistance in any form relating to the Licensed Products.

"Terms and Conditions" means the Additional Terms and Conditions to the Limited License Agreement set out in Exhibit B.

"Trademarks" means all right, title or interest of Alumier or any associated company in any trademarks, trade names, logos, designs, domain names or other identifiers of source or origin of the Licensed Products.

ADDITIONAL TERMS AND CONDITIONS TO THE ALUMIER PARTNER AGREEMENT

1. Grant of License. (a) Subject to the provisions of this Agreement, Alumier hereby grants to the Professional, a limited revocable, non-assignable, non-transferable, non-sublicensable and non-exclusive license to: (i) market, promote, sell and distribute the Licensed Products; (ii) use and display the Trademarks; and (iii) use the Technical Information in connection with the sale and distribution of the Licensed Products.

(b) The Parties acknowledge and agree that Alumier and the Professional are independent contractors, and that neither Party, nor any of their respective affiliates, is an agent of the other Party for any purpose or has the authority to bind the other Party.

2. Representations and Warranties. The performance by each Party of its obligations under this Agreement does not, and will not, conflict with any agreement, applicable law or other obligation to which such Party is bound or otherwise subject. Each Party further represents and warrants to the other party that it has the full right and authority to enter into this Agreement and to grant the rights granted herein, and has obtained all necessary approvals, if any, for entering into this Agreement.

3. Intellectual Property Rights. Alumier shall own all of its Intellectual Property rights, as well as all Intellectual Property rights developed by Alumier following the date hereof, regardless of whether such Intellectual Property rights were created or acquired in connection with this Agreement. Intellectual Property rights developed by Alumier during the Term of this Agreement, shall be the sole and exclusive property of Alumier. Alumier shall have no obligation to grant to, nor is it granting to, the Professional any license, right, title or interest in or to the Intellectual Property rights except as expressly provided under this Agreement. Alumier shall not be deemed to have transferred ownership of, or licensed any of its Intellectual Property rights to the Professional by virtue of the sale and distribution of the Licensed Products or any other activities contemplated under this Agreement.

4.Confidential Information. The Professional acknowledges that it may have access to information that is treated as confidential and proprietary by Alumier including without limitation the existence and terms of this Agreement, trade secrets, technology, and information pertaining to the Licensed Products, business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, and operations of Alumier, its affiliates, or their suppliers or customers, and any other related confidential information, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information" The Professional agrees to treatall Confidential Information as strictly confidential, to protect such Confidential Information, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of Alumier in each instance, and not to use any Confidential Information for any purpose except as required in this Agreement. The Professional shall notify Alumier immediately in the event it becomes aware of any loss or disclosure of any Confidential Information.

5. Term and Termination. (a) The term of this Agreement shall commence as of the date hereof and shall continue for an indefinite period thereafter, subject to termination by either Party for any reason or no reason by providing thirty (30) days advance written notice to the other Party; provided, however, either the Professional or Alumier may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the other Party does not cure such breach within ten (10) business days after receipt of written notice of such breach. Sections 1, 2 and 4 of the Alumier Partner Agreement and Articles 2 - 6 and 8 - 9 of these Additional Terms and Conditions shall survive the termination of this Agreement.

(b) Upon the effective date of the termination of this Agreement for any reason whatsoever: (i) the licenses granted in this Agreement shall immediately cease and be revoked; (ii) unless otherwise directed in writing by Alumier permitting the Professional to sell remaining inventory, the Professional shall promptly return to Alumier all unsold

Licensed Products in its possession or under its control for a full refund; and (iii) the Professional shall promptly return all physical and electronic copies of the Technical Information in its possession or under its control.

6. Guarantee of Licensed Products Sold by Licensed and Authorized Seller to the Customer. The Licensed Products are guaranteed if sold to the Customer by a licensed and authorized skincare professional, through Authorized Sales Channels in accordance with the Alumier Guarantee Policy which can be found at https://alumier.link/alumier-guarantee-policy as such policy may be modified from time to time. The Professional undertakes to deal with all guarantee requests from Customers in accordance with the Alumier Guarantee Policy.

7. Legal Title and Risk of Loss. Legal title and the sole and absolute risk associated with any damage, loss or destruction of any Licensed Products will remain with Alumier until such time as the Licensed Products are physically loaded by the carrier selected by Alumier for delivery to the Professional's address, regardless of whether or not the purchase price for such Licensed Products has been fully paid.

8. Disclaimer of Warranty. The Professional acknowledges that the use of the Licensed Products and Technical Information provided by Alumier are not intended to constitute the provision of medical advice. Notwithstanding any other provision herein, neither Alumier, nor any of its officers, directors, employees, shareholders, representatives or affiliates, makes any representations, express or implied warranties or conditions of any kind, including without limitation, representations, warranties or conditions regarding accuracy, non-infringement, fitness for any particular purpose, or those arising by law or statute in connection with the Licensed Products or Technical Information, as applicable. Neither Alumier, nor any of its officers, directors, employees, shareholders, representatives or affiliates, shall assume any responsibility to the Professional, the Customer or any other third party for the consequences of any errors or omissions relating to or arising with respect to the Licensed Products or the Technical Information.

9. Limitation of Liability. In addition, and without limiting any and all limitations of liability and disclaimers contained herein, neither Alumier, nor any of its officers, directors, employees, shareholders, representatives or affiliates, shall be liable for any claim, loss, damages, expenses or costs, whether direct or indirect, including consequential or special damages, loss of profits or otherwise (the "Claims") with respect to: (a) use of the Licensed Product in a manner that is contrary to the Technical Information provided by Alumier; (b) the Professional's inability to use or access the Business Platform; (c) the Professional's participation as an independent contractor of Alumier; or (d) from unauthorized access to or alteration of the Professional's or Customer's Business Platform account. To the maximum extent permitted by applicable laws, the Professional hereby waives any Claims with respect thereto, whether based on contractual, tortious or other grounds.

10. Miscellaneous. This Agreement (a) shall bind and benefit the Parties hereto and their respective heirs, executors, administrators, successors and assigns; (b) shall be governed by laws of the State of New York and the parties hereby irrevocably agree to submit to the jurisdiction of the state and federal courts in New York County; (c) may be signed in counterparts and copies of signatures to this Agreement transmitted by facsimile (or exchanged via email attachments in PDF format or its equivalent) which shall be effective to bind the Party signing; (d) may only be amended or modified in writing and signed by all of the Parties hereto; and (e) may not be assigned by the Professional. Nowaiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.

Additional Business Locations

Louisiana Resale Certificate
Sales Tax Exemption
Certificate for Purchases for Resale

I, the purchaser, certify that all materials, goods, merchandise, and services purchased from the seller named below are for resale as tangible personal property, either in the same form as purchased or to be added as a recognizable, identifiable, and beneficial component of a new product. I further certify that all tax-exempt purchases will be resold in the normal course of our business.

I understand that if I use any of the items other than for resale, I must pay sales tax at the time of use. If this purchase is later found to be subject to tax, I, the purchaser, assume full liability for the tax.

Any purchaser or agent who fraudulently signs this certificate without intent to use the taxable items for resale is subject to all the penalties provided for by Title 47 of the Louisiana Revised Statutes and collection will be pursued against the seller or purchaser for any taxes, penalties and interest due.

4. Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter.

Under penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and

3. I am a U.S. citizen or other U.S. person (defined below); and

4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.