This Wholesale Partnership Agreement (the “Agreement”) is entered into between You, the undersigned, and Skin Clinical SF Inc., doing business as Agent Rx (“Agent Rx” or “Business” interchangeably. Each party shall be known as “Party” individually or “Parties” collectively. Agent Rx has developed and made available for wholesale, various products (“Products”) which You desire to resell in your business as a “Wholesale Partner,” according to the terms of this Agreement. Accordingly, the Parties are entering into this Agreement regarding their partnership, and You, in consideration of becoming a Wholesale Partner, agree to the terms as follows:
1 – DOCUMENTATION:
To become a Wholesale Partner with Agent Rx You must first provide some of the following documentation if available:Valid, up-to-date Esthetics license Liability insurance Resale Certificate issued by your stateSeller’s Permit (also known as Sales Tax Permit) issued by stateThis signed Agreement, andAny other documentation which Business may reasonably require and request, at their sole discretion Choose your account type on the next page. Once submitted your account will be reviewed and approved or denied.
2 – RELATIONSHIP, DUTIES RELATIONSHIP:
As a Wholesale Partner of Agent Rx, You understand that You are not an agent or employee of Agent Rx, and nothing in this Agreement shall establish an agency or employment relationship under the meaning or application of state or federal laws. You are not authorized to enter into agreements on behalf of, or to act on behalf of Agent Rx. As a Wholesale Partner, Business offers You a revocable, limited-use license of the Agent Rx name, logo, and related intellectual property, for the sole and exclusive purpose of reselling the Product.
NO THIRD PARTIES: You understand and agree that as a Wholesale Partner only You, or those who are authorized on behalf of Your business (such as an employee or contractor of Your business) are authorized to resell Products, and that You may not sell the Products to a third-party with the knowledge that the third-party intends to resale the Products.
NO EXCLUSIVITY: You acknowledge that there are numerous other wholesale partners with Business, some who may be in the same geographic region or other proximity to You. You expressly understand and agree that as a Wholesale Partner You have NO exclusivity in either the Product or Your region. Should You wish to be an exclusive distributor in a geographic region, contact Business directly.
3 – FINANCIAL OBLIGATIONS:
As an authorized Wholesale Partner, it is your duty and responsibility to collect sales tax when reselling the Products, in accordance with your state and local laws. You understand and agree that You are purchasing Products from Agent Rx as a Wholesale Partner, allowing You to forego paying sale tax in the purchase from the Business. It is the responsibility of You to charge, and of Your buyers to pay, the sales tax owed on the resell of the Product. You are then responsible for reporting and paying sales tax collected to your local state agency and submit proper reporting of Your retail sales. By entering into this Agreement, You are assuming such responsibility, and understand that Business must report all sales transactions with all wholesale partners in the regular course of its business’ financial responsibilities. Accordingly, You hold Business harmless for any financial obligations or responsibilities which You may incur as a result of Business reporting wholesale transactions, as legally required, as part of its regular financial reporting.
4 – USE OF THE PRODUCT PRICING:
You are responsible for and have the flexibility to price Products as You best see fit in Your market and aligned with Your service menu and clients. Product suggested retail price and/or suggested add-on price is described in the wholesale pricing sheet, provided by Business; provided, however that You must adhere to the “Minimum Price” as also described in the whole pricing sheet. You may not sell the Product for less than the Minimum Price; however, if Your business is offering a limited-time sale or promotional discount, the Product may be part of such sale or promotion and be subject to a temporary price decrease. Violation of the minimum pricing policy may result in immediate cancellation of this Agreement. In the abundance of clarity, You may include the Product as part of Your signature service with the price of the Product built into Your service menu. Minimum Price applies to retail sales and not services.
ONLINE LISTING REQUIREMENTS: By entering into this Agreement, You also agree to the following standards for selling the Product in your online storefront:If the Product is sold in your online store, the Product must not be made available to the general public, and instead be behind a password protected firewall, such that only Your clients with a password may purchase the Product. You may ‘intake’ new clients who wish to purchase the Product. You many not list the Product on your Facebook or Instagram store, or similar storefront.
INGREDIENT CARDS: In the instance that Product packaging does not include an ingredient list, You are legally required to provide clients with an “Ingredient Card” as part of the purchase. In this case, the Ingredient Card is provided by Business and included in the shipping package of Product. If the ingredients are listed on the Product packaging, there is no need to include an Ingredient Card to clients, and one will not be included. If applicable, You may not sell Product without the Ingredient Card or Product packaging with an ingredient list; if for some reason You run out of Ingredient Cards on Products that require such, or the Product arrives without Ingredient Cards, notify Business immediately.
EXPIRATION DATES: Printed on each Product is an expiration date, as provided by the manufacturer. Business strongly advises You to take note of the expiration date as to prevent selling clients expired products. Business is not responsible for the efficacy or quality of expired Product.
5 – PURCHASING WHOLESALE THROUGH BUSINESS INTRODUCTORY OFFER: As a Wholesale Partner You are eligible to purchase a one-time “Intro Tester Offer” of the Product at a discounted rate. The Intro Tester Offer is labeled on the Business wholesale “Website” and cannot be combined with any other product purchases or offers.
MINIMUM ORDER: After purchasing the Intro Tester Offer the minimum order size per product is listed on the “Website.” Current pricing and shipping rates are reflected on the Website and unless agreed upon in writing otherwise, will be the rate which You pay for Products.
SHIPPING: Shipping prices for all order are reflected on the Website. Business makes no representations or warranties regarding the timeliness or efficacy of shipping once the Product is delivered to, and in custody of, the shipping provider, including but not limited to, all responsibility for: damages to the package, delays caused by the shipping providers, delays caused by acts of god, and/or inaccurate deliveries. You agree that You shall inspect all shipments immediately upon receipt and agree to contact Business within five (5) days of receipt of damaged or defective shipments. You understand that if You do not report damages or defects to the Business as timely as required, the Business will not be able to remedy.
ALL SALES FINAL, REFUND POLICY: It is Business’ intention for You to be happy with Your purchase of the Product. Unless otherwise provided by law, You acknowledge and agree that all sales are final and that no refunds will be provided. In the event of a defective Product, damage to the Product while shipping, or lost Product due to shipping carrier error, proper replacement protocols will ensure You are made whole. As Business cannot guarantee results as to Your financial success in reselling Products, or Your clients’ perceived success in using Products, You agree that such subjective disputes are not legal grounds to dispute charges. You further agree that You will not issue a chargeback for any payment made by You to the Business and are fully aware of this refund and no chargeback policy. Should You attempt to issue a chargeback with your credit card company, this Agreement will automatically terminate, Your relationship as a Wholesale Partner will terminated You will remain contractually responsible for the payment of the Product, and Business will pursue all remedies available at law.
ACCOUNT, CREDIT CARD ON FILE: The Website requires You to create an “Account” upon initial onboarding. As part of your Account, You may be asked to keep a valid and up-to-date credit card on file in your Account, which shall be processed via Shopify Pay. By creating an Account on the Website and entering into this Agreement, You agree to the terms and conditions of Shopify. Upon each transaction You will receive an electronic receipt to the email address on file indicating the same.
6 – DISCLAIMER OF LIABILITY NO GUARANTEE OUTCOMES:
You understand and agree that in becoming a Wholesale Partner there is no guarantee as to the outcome, financial or otherwise. Outcomes can be subjective and vary greatly depending on circumstance and individual efforts invested. By purchasing Product, Business does not offer any guarantee of success. As such, You understand that Business makes no guarantee, representation, warranty of any nature or kind that Product resale will be effective, successful, or result in any particular outcome. You agree that You will not hold the Business responsible, in whole or in part, for any result that You do or do not achieve. Personal Responsibility and Assumption of Risk: You acknowledge that You take full responsibility for yourself, and all decisions made before, during and after your participation as a Wholesale Partner. You accept full responsibility for your choices, actions, and results and You knowingly assume all the risks as a Wholesale Partner, including Your use, misuse of the Product. You understand and agree that you are solely responsible for Your results. You agree that Business is not responsible for Your mental, emotional, and spiritual health, or for any other result or outcome that you may experience as a Wholesale Partner. Limitation of Liability, Indemnification, Release of Claims: You agree that Business will not be held responsible in any way for the information and/or Product that You request or receive as a Wholesale Partner, nor will Business be responsible for how you use and apply the information that You request or receive as a Wholesale Partner. You agree that You fully and completely, on behalf of your heirs, next of kin, family members, estate, beneficiaries, and representatives: (1) will not institute or attempt to institute any legal action, arbitration, demand, or processing; AND (2) hold harmless, indemnify, defend, and release Agent Rx, in its individual capacity and legal capacity, and each of Agent Rx’s companies’ principles, shareholders, officers, directors, employees, agents, successors, beneficiaries and assigns from any and all liability, damages, causes of action, allegations, suits, sums of money, claims, and demands whatsoever, in law or equity, that You ever had, now have or may have against Agent Rx in the future that may arise from your participation as a Wholesale Partner, to the extent permitted by applicable law. 7 –
MISCELLANEOUS:
TERMINATION: Business reserves the right to terminate this Agreement at any time, for any reason, at its sole discretion. Should Business terminate this Agreement, the financial obligations of this Agreement may be revisited and reassessed, however all other terms of this Agreement remain. You may terminate this Agreement and Your relationship as a Wholesale Partner, provided, however, that prior to terminate You must fulfill all financial obligation to Business. Force Majeure: In the event that any cause beyond my reasonable control, including, without limitations, “acts of God”/nature, war, curtailment, or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisories, labor strikes or civil disturbances, unforeseen or foreseen human-initiated circumstances, health or travel restrictions, quarantines, lockdowns or precautions imposed by any government entity or agency, local, state or federal law or ordinance, or other instances, make it inadvisable, illegal, impracticable, or impossible for Business to perform my responsibilities or obligations under this Agreement, including Business’ shipping partners, either because of unreasonable increased costs or the risk of injury, Business is not liable for a reasonable period of delay or for the inability to indefinitely fulfill its responsibilities and obligations.
CONFIDENTIALITY: As a Wholesale Partner You will become acquainted with confidential matters related to the Business. You agree that You will not disclose any such information directly or indirectly or use any of such information in any manner other than that which is necessary to in the course of selling the Product, either during the term of your working relationship, or at any time hereafter. You understand that disclosing any confidential information can and will have negative consequences for all those whom the information pertains to, and You for disclosing it. Disclosing confidential information may result in immediate termination. You further agree that You will not disclose the terms of this Agreement to any person without the prior written consent of Business and shall at all times preserve the confidential nature of your relationship with, and services to, Business. Through your working relationship and thereafter, You will refrain from making disparaging remarks about Business, or anything related to the Agent Rx brand.
SOCIAL MEDIA, BRAND RECOGNITION, FILMING IN THE BUSINESS: Agent Rx encourages You to share Product across your various social media channels and platforms for promotional, sales, educational, and demonstrative purposes. When sharing any content, Business requests that You tag Agent Rx so that Business may reshare content for marketing and promotional purposes across its channels. Additionally, any content which You create including the Product while contracted as a Wholesale Partner may be used by Business with or without your name, for any lawful purpose, including publicity, illustration, advertising, and web content.
GOVERNING LAW: This Agreement shall be construed to the laws of the County of San Francisco, State of California. Dispute Resolution: Should there be any differences between the Parties, it is hoped that it could work them out amiably through e-mail correspondence. However, if the Parties are unable to seek resolution in 14-days, it is agreed that that the only method of legal dispute resolution that will be used is binding arbitration before a single arbitrator, jointly selected by both Parties, unless both agreed otherwise in writing. You understand and agree now that the only remedy that can be awarded to You through arbitration is the full refund of your payment made to date. No other actions or financial awards of consequential damages, or any other type of damages, may be granted to You. The Parties agree now that the decision of the arbitrator is final and binding and may be entered as a judgment into any court having the appropriate jurisdiction. You also agree that should arbitration take place, it will be held in the County of San Francisco in the State of California where Business’ principal place of business is located, and the prevailing party shall be entitled to all reasonable attorneys’ fees and all costs necessary to enforce the decision of the arbitrator. Mutual Non-Disparagement: Should You have any questions or concerns about the Business or Agent Rx brand, You agree to discuss it directly with ownership in a mature and professional way rather than to publicly make any negative or critical comments about the Business, its ownership, agents, contractors, and/or collaborators across social media, public forums, or otherwise. The Parties both agree now not to communicate with any other individual, company or entity in a way that is harmful or disparaging to the other, whether actual or perceptual, or to do or say anything that is injurious to each other’s reputation, including about the Business, it’s associated, employees, contractors or agents, other participants. In arbitration or when required by law, of course, You are not prohibited from publicly sharing our thoughts and opinions. Entire Agreement, Assignment, Survivability and Waiver: This Agreement contains the Parties’ entire agreement and may be modified or amended at any time if the amendment is in writing and signed by both Parties. You may not assign Your privileges, rights, or obligations under this Agreement to anyone else, and the obligations under this Agreement shall survive indefinitely unless otherwise stated in this Agreement. If Business chooses to waive or not enforce one or more terms of this Agreement, it does not in any way limit her right to later enforce every part of this Agreement.
REPRESENTATIONS AND WARRANTIES: You represent and warrant to Agent Rx that You are free to enter into this Agreement and that Your performance hereunder will not conflict with any other Agreement to which You may be a party.
AMENDMENTS: Any amendments to this Agreement, including the scope and scale of your responsibilities, and/or compensation shall be mutually agreed upon in writing by both You and Agent Rx. This may take the form of an amendment to this Agreement, or, in some cases, may.