VITAMINS FOUNDATIONS+
RESELLER AGREEMENT, TERMS, AND CONDITIONS

This Reseller Agreement, Terms, and Conditions (“ Agreement ”) is entered into by and between Skindamentals, LLC, a California limited liability company with its principal place of business at 11610 Iberia Place, Suite 102, San Diego, CA 92128 (“ Company ”), and the clinic, practice, or business entity identified in the Business Partner Profile submitted during the course of the registration process to be eligible to resell Foundations Vitamins+ products (“ Reseller ”).

By submitting a Business Partner Profile (as defined herein) through the Website (as defined herein) or by otherwise submitting an order for Products, Reseller confirms that it has read, understands, and agrees to be bound by this Agreement.

Website; Portal; Incorporated Policies

Websites and Links . Company sells Products through its website at: https://foundationsvitamins.com/ (the “ Website ”). Reseller registration is submitted through the “Business Partner Profile” page: https://foundationsvitamins.com/pages/business-partner-profile (the “ Registration Page ”). Approved Resellers may access the purchasing portal via the “ Existing Partners ” login at: https://foundationsvitamins.com/collections/all (the “ Wholesale Portal ”).

Incorporated Terms . Reseller’s access to and use of the Website and Wholesale Portal is subject to the Website Terms of Service (https://foundationsvitamins.com/policies/terms-of-service) and Privacy Policy (https://foundationsvitamins.com/policies/privacy-policy), each as may be updated from time to time (collectively, the “ Website Policies ”), which are incorporated by reference. If there is a conflict between this Agreement and the Website Policies regarding distribution/resale restrictions, MAP, product claims, or compliance obligations, this Agreement will control.

Electronic Acceptance; Clickwrap. Reseller agrees that this Agreement may be presented electronically and accepted by clickthrough (“I agree”), checking an acknowledgment box, creating an account, submitting registration information, and/or placing an order through the Website and/or Wholesale Portal (as defined herein). Reseller agrees that such actions constitute a legally binding electronic signature by an authorized representative and a valid acceptance of this Agreement. Reseller further agrees Company may maintain electronic records of acceptance, orders, and communications, and such records will be admissible to establish acceptance and the parties’ obligations.

Eligibility; Registration; Authorized Representative

Eligibility. Reseller represents and warrants that it is a bona fide medical aesthetic clinic, physician practice, med spa, or other professional business reasonably engaged in selling products to end users in connection with its patient/customer services and that it will resell Products only as permitted under this Agreement.

Verification and Approval. Reseller must complete registration via the Registration Page and provide any documentation reasonably requested by Company to verify eligibility (including a resale certificate/seller’s permit, business license, and/or applicable professional licensing information). Company may approve or deny any registration or order in its sole discretion and may suspend or revoke Reseller’s access to the Wholesale Portal at any time for noncompliance.

Authorized Representative. The individual accepting this Agreement represents and warrants they have full authority to bind Reseller. Reseller is responsible for all activity conducted through its login credentials and must promptly notify Company of any suspected unauthorized access.

Appointment & Scope

Appointment. Company appoints Reseller as a nonexclusive authorized clinic reseller of Company’s dietary supplement products marketed under the Foundations brand (“ Products ”).

Authorized Sales Channels. Reseller may sell Products only to end users (patients/customers) through: Reseller’s physical clinic location(s); and Reseller’s primary clinicowned website, operated and controlled by Reseller, provided that any online sales are made only to end users and not for resale; for clarity, “primary clinic-owned website” means the website URL provided in Reseller’s registration and approved by Company; any additional sales websites require Company’s prior written approval. Reseller may not sell, advertise, or offer Products through third-party marketplaces, including but not limited to Amazon, Walmart Marketplace, eBay, Etsy, TikTok Shop, Facebook Marketplace, or any similar platform.

No Wholesale or Redistribution. Reseller acknowledges and agrees that Reseller is not authorized to distribute or sell any Products in bulk to one customer who will then resell the Products to other end users. Reseller may sell Products only to end-user patients/customers and may not (a) sell or transfer Products to any wholesaler, distributor, reseller, broker, buying group, clinic, practice, med spa, or other third party for resale, (b) sell Products to any person/entity it knows or reasonably should know intends to resell, or (c) appoint sub-distributors, sub-resellers, affiliates, or agents to market or sell Products.

Non-Circumvention. Reseller shall not circumvent, avoid, or attempt to circumvent any restriction or requirement in this Agreement (including sales channel restrictions, end-user-only resale, marketplace prohibitions, MAP/pricing policies, or eligibility/registration requirements). Circumvention includes, without limitation: (i) selling through or fulfilling orders for any third party (including affiliates) that then resells Products; (ii) purchasing through another account or entity to avoid enforcement; (iii) drop-shipping or fulfillment arrangements designed to conceal the actual sales channel; (iv) advertising pricing in a manner that results in an effective price below MAP; (v) or any conduct that has the purpose or effect of enabling resale outside permitted channels. Any circumvention is a material breach and grounds for immediate suspension or termination. Company may determine, in its reasonable discretion, that a practice constitutes circumvention based on its purpose or net effect, regardless of the form or label used.

Independent Contractor; No Authority; Non-Exclusivity. Reseller is an independent contractor, and nothing in this Agreement shall be deemed to create any partnership, joint venture, agency, franchise, fiduciary, or employment relationship between the parties. Reseller has no authority to bind Company or make representations on Company’s behalf. This Agreement is non-exclusive, and Company reserves the unrestricted right to sell Products directly or through other distributors, resellers, or sales channels.

Pricing, Orders & Payment

Pricing; Wholesale Price List; Updates; No Guaranteed Pricing. Products shall be sold at Company’s thencurrent wholesale pricing as communicated by Company. Company will make available to Reseller a wholesale price list (the “ Price List ”) through the Wholesale Portal or other written notice. Company may update the Price List, product offerings, minimum order quantities, and other ordering requirements at any time. Updated pricing applies to orders accepted after the effective date of the update. Reseller is solely responsible for determining its resale pricing (subject to MAP and other restrictions), and Company does not guarantee any particular margin, resale profit, or product availability. Reseller acknowledges and agrees that the Price List is considered “Confidential Information” as defined in this Agreement and will abide by all confidentiality requirements set forth in this Agreement and any other agreements or policies that are incorporated by reference into this Agreement.

Minimum Advertised Price (“MAP”). Reseller shall not advertise or publicly display any Product at a price lower than $139 per unit (the “MAP”) unless Company provides prior written authorization for a limited-time promotion. This MAP policy applies only to advertised or publicly displayed prices and does not regulate the actual resale price at which a Product is ultimately sold to an end user. Reseller shall not circumvent MAP through coupons, promo codes, rebates, loyalty credits, bundled discounts, “free product” offers, gift-with-purchase pricing, or any other device or arrangement that results in an advertised or publicly displayed price below MAP. Any violation of this MAP policy is a material breach and may result in immediate suspension of ordering access, cancellation of pending orders, and/or termination. Company may update MAP upon written notice (including notice through the Wholesale Portal). Updated MAP applies to advertising and marketing occurring after the effective date of the update.

Orders & Payment. All orders are subject to Company’s acceptance in its sole discretion. Company makes no commitment to accept any minimum volume of orders or to maintain the availability of any Product. Company reserves the right to modify pricing, product offerings, and ordering procedures upon notice. Payment methods and payment timing shall be determined by Company at the time of order acceptance. Reseller acknowledges that Product availability may fluctuate due to supply chain, manufacturing, regulatory, or other business considerations. Company makes no representation or guarantee regarding any minimum level of Product availability, order acceptance, resale demand, or Reseller profitability.

Taxes. Reseller is solely responsible for all taxes arising from its resale of Products. Reseller shall provide Company with a valid resale certificate/seller’s permit and any other tax exemption documentation reasonably requested by Company. If Reseller fails to provide valid documentation, Company may charge applicable sales tax on wholesale transactions or, in the Company’s sole discretion, terminate this Agreement for cause. Reseller is responsible for remitting any taxes collected from end users.

Shipping; Title; Risk of Loss.
Shipping Terms . Company will ship Products to Reseller at the shipping rates and using the carriers made available through Company’s ordering process (or such other carrier as Company may select at its discretion). Company may change carriers, shipping methods, and shipping charges at any time.
Title and Risk of Loss . Title to and risk of loss for Products pass to Reseller when the Products are tendered to the carrier for shipment (i.e., when Company delivers the Products to the shipping carrier), regardless of whether Company arranges or pays for shipping. Reseller is responsible for filing any claims with the carrier for damage or loss in transit, but Company will reasonably cooperate upon request.
Inspection ; Shortages ; Transit Damage . Reseller must inspect Products immediately upon receipt and must notify Company in writing of any shortages, damage, or nonconformity within two (2) business days after delivery. Failure to provide timely notice constitutes acceptance.
Returns ; RMA Required ; Wholesale Remedy . No returns are accepted without Company’s prior written authorization and a return merchandise authorization (“ RMA ”). Products must be unopened, unexpired, and in resalable condition. Reseller’s sole remedy for verified defective or nonconforming Products is replacement or (at Company’s option) credit against future purchases, provided Reseller complies with the inspection/RMA requirements.
No Returns for Improper Storage/Handling . Company is not responsible for Products damaged by improper storage, mishandling, temperature exposure, repackaging, relabeling, bundling, or any other alteration after shipment.
End-User Refunds . Company sells Products to Reseller on a wholesale basis only. Company does not provide refunds to end users. Reseller is solely responsible for its end-user return, refund, and consumer satisfaction policies.

Storage; Handling; Product Integrity. Reseller shall store and handle Products in a manner that preserves product integrity and complies with all label instructions and generally accepted good storage practices, including: maintaining Products in a clean, dry, climate‑controlled environment away from direct sunlight, excessive heat, freezing temperatures, and high humidity; following any storage guidance appearing on Product labels or Company instructions; rotating inventory on a first‑expiring, first‑out basis; not selling expired or damaged Products. Reseller shall maintain reasonable records sufficient to identify Product lot or batch information and corresponding resale transactions to end users, to the extent such information is provided by Company or appears on Product packaging, for purposes of complaint handling, adverse event review, or recalls. Reseller shall not repackage, relabel, alter, dilute, bundle in a manner that obscures required labeling/disclaimers, or otherwise modify Products or their packaging. Reseller shall promptly quarantine and notify Company regarding any Products suspected of tampering, contamination, or damage.

Regulatory & Marketing Compliance

Dietary Supplement Compliance. Reseller acknowledges that the Products are dietary supplements regulated under the Dietary Supplement Health and Education Act (“ DSHEA ”) and related federal and state laws. Reseller shall not make any medical, disease, diagnostic, therapeutic, or curative claims regarding the Products, including any claims that the Products diagnose, treat, cure, or prevent any disease.

Required Disclaimers; No Medical Advice. Reseller shall include all disclaimers and qualifying language required by Company and applicable law in any Product marketing or educational materials, including the standard DSHEA disclaimer for any structure/function claims (“These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent any disease.”) where applicable. Reseller shall not present Products as medical advice or as a substitute for professional medical diagnosis or treatment.

Disclaimer of Warranties. EXPRESSLY SET FORTH IN WRITING BY COMPANY, PRODUCTS ARE PROVIDED “AS IS,” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. RESELLER MAY NOT MAKE ANY WARRANTY OR GUARANTEE ON COMPANY’S BEHALF.

Marketing Materials; Approval; No Alterations. Reseller shall use only Company-approved marketing materials, product descriptions, claims language, images, and branding. Reseller may not create, modify, localize, or translate marketing materials (including testimonials, before/after content, influencer content, or educational materials) without Company’s prior written approval. Reseller may not remove or obscure Company trademarks, disclaimers, DSHEA statements, FTC disclosures, or other required notices. Company may revoke approval of any marketing materials at any time, and Reseller shall promptly discontinue use upon notice.

Adverse Events. Reseller shall promptly notify Company of any product complaints, adverse events, or safety concerns related to the Products and shall cooperate with Company in responding to any regulatory inquiry or investigation.

Recalls; Market Withdrawals. If Company determines that any Product should be recalled or withdrawn (voluntarily or by regulatory request), Reseller shall promptly cooperate, including ceasing sales, providing traceability information reasonably requested, and following Company’s return/disposition instructions. Reseller shall not issue public statements about a recall without Company’s prior written consent unless required by law.

Regulatory Indemnity. Reseller shall indemnify, defend, and hold harmless Company from any claims, penalties, losses, or expenses arising out of Reseller’s noncompliant marketing, advertising, or sale of the Products.

Non-Disparagement; No False or Misleading Claims. Reseller shall not disparage Company or Products in any public forum or communication in a manner reasonably expected to harm Company’s reputation or goodwill. Reseller shall not make false, misleading, or exaggerated claims about Products, including any claim of guaranteed results or outcomes. This section survives any termination of this Agreement.

Email/SMS Marketing Compliance. If Reseller markets Products via email, SMS/text, or similar means, Reseller must comply with all applicable marketing laws (including CAN-SPAM and TCPA) and applicable state privacy/marketing laws. Reseller may not represent that any communication is sent by or on behalf of Company unless Company has expressly authorized it in writing.

Term & Termination

Term. This Agreement begins upon acceptance and continues for one (1) year, automatically renewing unless terminated.

Termination. Company may suspend Reseller’s ordering privileges immediately upon suspected violation of the marketplace/diversion/MAP or claims-compliance provisions pending investigation. Company may terminate immediately for (i) marketplace sales, (ii) diversion/redistribution, (iii) counterfeit or relabeled products, or (iv) unauthorized health/medical claims.

Termination for Material Breach (Other Than Immediate-Termination Events). Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing the breach in reasonable detail; provided that breaches involving unauthorized sales channels, redistribution, marketplace sales, MAP violations, counterfeit/relabeled products, or prohibited product claims are not subject to cure and may be terminated immediately as stated above.

Effect on Orders. Termination or suspension does not relieve Reseller of the obligation to pay for any orders accepted by Company prior to the effective date of termination/suspension, and Company may complete or cancel any pending orders in its discretion.

No Repurchase Obligation. Company has no obligation to repurchase unsold inventory.

Effect of Termination . Upon termination or expiration of this Agreement for any reason, Reseller shall immediately cease all marketing, advertising, and resale of Products. Termination shall not relieve Reseller of obligations incurred prior to termination. Sections relating to regulatory compliance, confidentiality, intellectual property, indemnification, limitation of liability, and governing law shall survive termination.

Confidentiality; Intellectual Property; Limited License.

Confidentiality. “Confidential Information” means all nonpublic information disclosed by Company to Reseller (whether in writing, orally, electronically, or by inspection) relating to Company’s business, Products, pricing, wholesale terms, the Price List, product roadmaps, formulations, suppliers, manufacturing, marketing plans, business strategies, customer information, and any other information that a reasonable person would understand to be confidential. Reseller will: (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information (but no less than reasonable care); (b) use Confidential Information solely to perform under this Agreement; and (c) not disclose Confidential Information to any third party except to employees/contractors who have a need to know and are bound by confidentiality obligations at least as protective as this section. Confidential Information does not include information that Reseller can document was: (i) publicly available through no breach by Reseller; (ii) already known to Reseller without restriction before disclosure; (iii) independently developed without use of Confidential Information; or (iv) rightfully received from a third party without duty of confidentiality. Upon termination (or upon Company’s request), Reseller will promptly return or destroy all Confidential Information and certify destruction upon request. Reseller acknowledges unauthorized disclosure may cause irreparable harm and Company may seek injunctive relief in addition to any other remedies. These confidentiality obligations apply during the Term and for five (5) years thereafter, provided that trade secrets remain protected for so long as they qualify as trade secrets under applicable law. Reseller shall not analyze, reverse engineer, or attempt to determine the composition of Products except as required for lawful quality control or regulatory compliance.

Intellectual Property; Marketing Materials; Limited License. All trademarks, trade names, logos, product names, formulations, content, images, and other intellectual property associated with Products (collectively, “Company IP”) are owned exclusively by Company. Reseller acquires no ownership interest in Company IP. During the Term and only while Reseller remains in good standing, Company grants Reseller a limited, revocable, non‑transferable license to use Company IP solely to advertise and sell Products in compliance with this Agreement and Company’s written brand guidelines (if any). Reseller shall not: (a) register or attempt to register any Company IP (or confusingly similar marks) as a domain name, social handle, keyword, or trademark; (b) remove or alter trademark/copyright notices; (c) claim ownership of Company IP; or (d) take any action that could impair Company’s rights. Reseller shall not include any Company IP (or confusingly similar terms) in Reseller’s business name, assumed name, or clinic name without Company’s prior written consent. All goodwill arising from Reseller’s use of Company IP inures exclusively to Company. Upon termination or suspension, Reseller must immediately cease use of Company IP and remove Company branding from websites, listings, and marketing materials.

Indemnification & Limitation of Liability.

Indemnification. Reseller shall indemnify, defend, and hold harmless Company and its members, managers, officers, employees, and agents from and against all claims, demands, actions, losses, liabilities, penalties, fines, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Reseller’s marketing, advertising, promotion, labeling, or sale of Products; (b) any unauthorized representation or claim made by Reseller about Products; (c) Reseller’s violation of law; (d) Reseller’s storage, handling, bundling, repackaging, relabeling, or other alteration of Products; or (e) Reseller’s breach of this Agreement. Reseller’s indemnity includes, without limitation, claims arising from improper storage/handling, prohibited claims, failure to follow recall instructions, or failure to maintain required consumer disclosures. Reseller’s indemnity obligations include, without limitation, claims by end users and any regulatory inquiries or enforcement actions arising from Reseller’s conduct.

Limitation of Liability . To the maximum extent permitted by law, Company’s total cumulative liability arising out of or relating to this Agreement or Products shall not exceed the amounts actually paid by Reseller to Company for the specific Products giving rise to the claim during the six (6) months preceding the event giving rise to liability. In no event shall Company be liable for lost profits, loss of goodwill, or indirect, incidental, special, consequential, exemplary, or punitive damages.

Insurance.

Reseller shall maintain commercially reasonable general liability insurance (including products-completed operations coverage) with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate (or such other amounts as Company may reasonably require). Upon Company’s request, Reseller shall provide certificates of insurance at or exceeding the minimum coverage amounts provided in this section to Company, within 14 days of the date of Company’s request.

Updates; Modification by Company.

Company may modify or update these reseller terms and policies (including pricing, ordering procedures, MAP, approved sales channels, marketing requirements, and compliance obligations) in its sole discretion by providing notice to Reseller via (i) email to the address associated with Reseller’s registration account, and/or (ii) posting updated terms in the wholesale portal. Unless Company specifies a different effective date, updated terms become effective thirty (30) days after notice (the “ Update Effective Date ”). Reseller may object in writing prior to the Update Effective Date by sending notice in accordance with the Notice provision. If Reseller objects, Reseller must cease placing orders on or before the Update Effective Date, and Company may (at its option) terminate Reseller’s authorization to purchase and resell Products effective on the Update Effective Date or negotiate revised terms in writing. If Reseller does not object in writing before the Update Effective Date, or if Reseller places any order after the Update Effective Date, Reseller is deemed to have accepted the updated terms.

Notice.

All notices required or permitted under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) one (1) business day after being sent by nationally recognized overnight courier; or (c) when sent by email to the receiving party’s designated email address, provided the sender does not receive an automated bounce-back or other notice of delivery failure. Notices to Reseller may be sent to the email address associated with Reseller’s registration account (or any updated email address provided by Reseller in writing). Notices to Company must be sent to the physical address designated by Company in the Wholesale Portal or on the Website.

Governing Law; Jurisdiction; Dispute Resolution; Venue.

This Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules. Before initiating litigation, the parties shall first attempt in good faith to resolve any dispute arising out of or relating to this Agreement through informal meet-and-confer discussions for a period of not less than ten (10) business days after written notice of the dispute. The parties consent to exclusive jurisdiction and venue in the state or federal courts located in San Diego County, California, for any dispute arising out of or relating to this Agreement, and each party waives any objection to personal jurisdiction or venue in such courts.

Assignment.

Reseller may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without Company’s prior written consent, and any attempted assignment without consent is void. Company may assign this Agreement without Reseller’s consent in connection with a merger, sale of assets, or other change of control, or to an affiliate.

Integration; Severability; Waiver.

This Agreement (together with any policies or documents expressly incorporated by reference) is the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements and understandings. If any provision is held unenforceable, the remaining provisions remain in effect. No waiver is effective unless in writing and signed by the waiving party, and any waiver applies only to the specific instance stated.

Survival.

The following sections survive any expiration or termination of this Agreement: Authorized Sales Channels/No Redistribution; Pricing/MAP/Non‑Circumvention; Shipping/Title/Risk of Loss; Regulatory & Marketing Compliance; Recalls/Adverse Events; Confidentiality; Intellectual Property; Indemnification; Limitation of Liability; Governing Law/Jurisdiction; Notices; and any other provisions that by their nature should survive.