Please read and review the below terms and conditions of being a retail partner with UV Skinz.

UV Skinz, Inc., a California corporation doing business as UV Skinz (“UV Skinz”), appreciates your commitment to serve as a Retailer (“Retailer”) for UV Skinz. This Retailer Agreement (“Agreement”) will commence on the Effective Date (as identi- fied below) and will continue during the term (as identified below), until terminated as provided herein.

1. Products and Pricing. UV Skinz will make available for sale to Retailer the products at the prices identified in the enclosed “Price List”, upon the terms provided in this Agreement. UV Skinz may, at its sole discretion, and without incurring any liability to Retailer, change the features of, or discontinue the manufacture, license, or sale of any of its prod- ucts. The prices of products will be subject to change from time to time and UV Skinz will provide Retailer with written notice 30 days in advance of the effective date of any price changes in the Price List. Price changes will apply to corresponding products that are ordered by Retailer on or after the effective date of a price change.

2. Payment Terms and Discounts. The terms of a Retailers payment for products will be “30 Days”, i.e., all payments must be received no later than 30 days of the date of an invoice. Any late payments will accrue interest at the rate of 1.5% per month.

3. Drop Shipments. UV Skinz offers drop-ship service for a fee of $10.00 per order. This fee is subject to change during the term of this Agreement without prior notice.

4. Small Orders. UV Skinz will accept orders less than $250.00 for a $10.00 service charge. Any small order that is drop shipped will incur only one fee.

5. Returns. All returns must be authorized in advance by UV Skinz and will be subject to a 15% restocking fee. Once authorized, UV Skinz will issue a Return Authorization Number (RA#) which is required to process the return upon receipt. Retailer is responsible for freight charges on returns. All items approved for return must be free of retailer markings, in sellable condition, and current products. UV Skinz will not accept returns listed on a closeout or discontinued list. Anything not meeting this requirement may be donated at UV Skinz’ sole discretion, with no credit issued to Retailer.

6. Warranty. UV Skinz will use its commercially-reasonable efforts to ensure that the products will be free of defects in material and workmanship. Excluded from this warranty are defects directly or indirectly caused by actions or inactions of Retailer or defects that are directly or indirectly related to normal wear and tear, misuse, abuse, or neglect, changes, alterations, and/or anything other than defects in material or workmanship. The foregoing warranty is for the sole and exclusive benefit of Retailer, and does not extend to any third parties, including without limitation any resellers or end users. Retail- er acknowledges that, before returning any products to UV Skinz for warranty inspection, Retailer will need to obtain a return authorization number and ship such products, freight prepaid and insured, to UV Skinz, along with the return authorization number. In the event that UV Skinz determines that such product does not conform to its specifications, UV Skinz will have the right to repair or replace the product or issue Retailer a refund or credit for the product, as determined by UV Skinz in its sole discretion.

7. Disclaimer. All sales are final. Except as expressly provided in section 6, products are provided on an “as-is” basis without any warranty, and UV Skinz expressly disclaims all warranties, express, implied, and statutory, including without limitation the implied warranties of merchantability, title, non-infringement of third party rights, and fitness for a particular purpose.

8. Limitation of Liability. Except for a breach of section 10, neither party will be liable to the other party for any special, incidental, consequential or indirect damages, even if advised beforehand of the possibility of such damages, and neither party’s liability under this agreement will exceed the amounts paid and owned by retailer for products hereunder.

9. Resale of UV Skinz Products. Retailer is prohibited from acting as a distributor of products, re-selling any products other than to consumers, and/or exporting any products outside of the United States without the prior written consent by UV Skinz, which may be granted or withheld in UV Skinz’ sole discretion.

10. Trademarks and Other Intellectual Property:
a. During the term of this Agreement and subject to the terms of this Agreement, UV Skinz hereby grants to Retailer a revocable, non-exclusive, non-transferable license (without the right to grant sublicenses) to use the trade- marks, trade names, and other marketing names used by UV Skinz for the products (collectively, the “Marks”) solely: (i) on or with the products, including the packaging, advertising, marketing, and other materials associated therewith; (ii) in connection with the development of Internet websites featuring the products (subject to the restrictions set forth in this Agreement); and (iii) in full accordance with all guidelines, policies, and instructions as may be promulgated from time to time by UV Skinz. The license granted by the preceding sentence will not survive the termination of this Agreement.
b. Retailer will not do business under, or operate any websites that incorporate, any name or desig- nation containing a Mark without UV Skinz’ prior written permission. Retailer recognizes UV Skinz’ exclusive ownership of all such Marks and disclaims any rights to the Marks beyond the use rights granted in this Agreement. Retailer will not attempt to register any Marks.
c. Retailer may have access to and become acquainted with UV Skinz’ confidential and proprietary information including, but not limited to, information concerning customers and accounts, pricing, personnel, sales, marketing, financial operations and methods, designs, and trade secrets (collectively “Proprietary Information”). Except with the prior written consent of UV Skinz, Retailer will not disclose any of UV Skinz’ Proprietary Information directly or indirectly, or use it in any way, and will further make all reasonably necessary efforts to safeguard from disclosure any of UV Skinz’ Proprietary Information during the term of this Agreement and thereafter.

11. Delivery and Title. Delivery to Retailer will occur, and title will pass to Retailer, upon either (i) delivery by UV Skinz to the carrier at UV Skinz’ facility (if shipped from UV Skinz’ warehouse) or (ii) delivery by the manufacturer at manufac- turer’s facility (if shipped directly from the manufacturer) and, upon such delivery, Retailer will be responsible for and bear the entire risk of loss or damage to the products (including any insurance charges) thereafter. Retailer hereby grants to UV Skinz a purchase money security interest in the products and any proceeds Retailer receives from sales thereof until payment of the full purchase price to UV Skinz. Retailer agrees to perform all acts UV Skinz reasonably deems necessary or appropriate to perfect and maintain such security interest. In the event of default by Retailer of any of its obligations to UV Skinz, UV Skinz will have the rights, without liability to Retailer, to repossess the products sold hereunder.

12. Term and Termination:
a. The initial term of this Agreement will commence as of the Effective Date and will continue until December 31 of the year of the Effective Date, unless terminated prior to such date in accordance with the terms of this Agree- ment. Thereafter, this Agreement will automatically renew for successive one-year periods, commencing on January 1 and terminating on December 31 of each year, provided that (i) retailer is not in breach of its obligations under this Agreement and (ii) the Agreement has not previously been terminated in accordance with the terms hereof, or until a new contract intended to supersede and replace this Agreement is executed by both parties. For purposes of this Agreement, the “term” of this Agreement will include both the initial period, as well as any successive periods. Either party may provide written notice to the other party of its desire not to have this Agreement automatically renew and, if so, this Agreement will renew if such notice is provided at least 30 days prior to the end of the then-current one-year period.
b. Either party may terminate this Agreement without cause on 60 days’ written notice. Notwithstand- ing the forgoing, if Retailer breaches any portion of this Agreement, or if there is any change whatsoever in ownership, control, management or solvency of Retailer, then UV Skinz may, in its sole discretion, terminate Agreement immediately by providing written notice to Retailer.
c. Upon any termination, Retailer agrees to (i) cease holding itself out to the public as a reseller of UV Skinz products; (ii) transfer to UV Skinz all advertising material related to products in its possession; (iii) pay immediately for any purchases from UV Skinz made prior to such termination; and (iv) if requested by UV Skinz, sell to UV Skinz, or a party designated by UV Skinz, all products in retailers inventory that are in saleable condition at the cost thereof to retailer, plus any customs duty, excise taxes, and freight paid by the retailer. Notwithstanding any termination or expiration of this Agreement, Sections 5, 6, 8, and 10 through and including 13 will survive, in addition to any other provisions that might otherwise be expressly identified in this Agreement.

13. Relationship of Parties. Each party will be deemed to be an independent contractor with regard to the other party. Retailer is neither the sales agent nor sales representative of UV Skinz and has no authority or right to bind UV Skinz to any obligations with third parties.

14. Integration; Amendment. This Agreement, together with the exhibits hereto, each of which is expressly incorporated herein by reference, constitutes the entire agreement between the parties pertaining to the subject matter contained herein and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. The terms of this Agreement will govern in the event of any conflict with the terms of any related Agreement. Any amendment or waiver of any terms must be made in writing and signed by both parties; provided, however, that UV Skinz may adopt certain unilateral policies from time to time that may apply to Retailer.

15. Place of Contracting; Choice of Law. Should any action be brought to enforce the terms of this Agreement, the courts of the State of California will have sole jurisdiction over any such disputes or litigation and the parties hereby consent to such jurisdiction and waive any objections thereto. The parties also agree that this Agreement was made and entered into in Tuolumne County, California, and that any breach of this Agreement will be deemed to have occurred in Tuolumne County, California. This Agreement will be governed by and construed under the laws of the State of California, irrespective of such state’s choice-of-law principles.

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